MIRA INFORM REPORT

 

           

Report Date :

25.01.2007

 

IDENTIFICATION DETAILS

 

Name :

TATA INTERNATIONAL LIMITED

 

 

Registered Office :

Block ‘A’, Shivsagar Estate, Dr. Annie Besant Road, Worli, Mumbai – 400 018, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2006

 

 

Date of Incorporation :

30.11.1962

 

 

Com. Reg. No.:

11-12528

 

 

CIN No.:

[Company Identification No.]

U51900MH1962PLC012528

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMT09485A

 

 

PAN No.:

[Permanent Account No.]

AAACT3198F

 

 

Legal Form :

Closely Held Public Limited Liability Company

 

 

Line of Business :

Manufacturing and Selling of High Fashion Leather and Leather Products and Exporter of Various goods, Services and Technologies

 

RATING & COMMENTS

 

MIRA’s Rating :

Aaa

 

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

 

Maximum Credit Limit :

USD 7500000

 

 

Status :

Excellent

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a part of the country’s largest industrial house known as TATA GROUP.  Available information indicates high financial responsibility of the company and its management. Fundamentals are strong and healthy. 

 

Financial position of the company is comfortable. The company is progressing well.  Subject can be considered good for long-term association.

 

It can be considered good for any normal business dealings at usual trade terms and conditions.

 

LOCATIONS

 

Registered Office :

Block ‘A’, Shivsagar Estate, Dr. Annie Besant Road, Worli, Mumbai – 400 018, Maharashtra, India

Tel. No.:

91-22-24964310-16 / 56652200 – 10/56612835

Fax No.:

91-22-24950309 / 24950366 / 2495 0574 / 56612837/56612835

E-Mail :

1. tintl@tatainternational.co.in

2. corporate@telmumablk.globalnet.ems.vsnl.net.in

Website :

http://www.tatainternational.com

 

 

Tannery :

Located at:-

Dewas, Madhya Pradesh

 

 

Footwear  Division:

Located at:-

Chennai, Tamilnadu

 

 

Overseas Offices:

v      Tata South-East Asia Limited

Rm 1010, Tower III, Enterprises Square,

9 Sheurlg Yuet Road, Kowloon Bay, Kowloon,

Hong Kong

Tel : 852-27519747

Fax. : 852-27546672

E-mail : murali@tatahk.com

 

v      5 Shenton Way, #27-05 UIC Building,

Singapore 068808

Tel. +65 62259700

Fax. +65 62252345

E-mail. 1. tatasing@singnet.com.sg

            2. tatas@singnet.com.st

 

v      Tata (UAE) FZE ZB 07 R/A 08,

Jebel Ali Free Zone, P. O. Box 16980,

Dubai, UAE

Tel. 00-9714-8837750/721

Fax. 9714-8837806/721

E-mail. teldubai@emirates.net.ae

 

v      P. O. Box 1627, Parklands,

Johannesberg 2121, South Africa

Tel. 27-11 4423382/3

Fax. 29-11 4423385

E-mail. tata@icon.co.za

 

v      Level 19, Riverswide Centre,

123, Eagle Street, Brisbane,

QLD – 4000, Australia

Tel. 0061-7-38390455

Fax. 0061-7-38390466

Cell. 0061-402821018

E-mail. ranjan@tataaustralia.com

 

5 Shenton Way, #27-05 UIC Building, Singapore 068808

 

DIRECTORS

 

Name :

Mr. Syamal Gupta

Designation :

Chairman

Address :

19 Commonwealth, 181, Backbay Reclamation, Mumbai – 400020

Date of Birth/Age :

15.04.1934

Date of Appointment :

15.04.1999

 

 

Name :

Mr. Sudhir Deoras

Designation :

Managing Director

Address :

Flat 191B, Maker Tower, 19th Floor, Colaba, Mumbai – 400005

Date of Birth/Age :

01.08.1954

Date of Appointment :

15.04.2004

 

 

Name :

Mr. Raman Dhawan

Designation :

Director

Address :

C/O Tata Africa Holdings (SA), Rosebank Corner, 3rd Floor, 191 Jan Smuts Avenue, Parktown, North 2193, Johannesburg, South Africa

Date of Birth/Age :

07.11.1948

Date of Appointment :

04.12.2001

 

 

Name :

Mr. Homiar Sorabji Vaccha

Designation :

Director

Address :

Flat No. 9, Naoroji House, Naigaum Cross Road, Dadar, Mumbai – 400014, Maharashtra

Date of Birth/Age :

23.04.1942

Date of Appointment :

06.11.2003

 

 

Name :

Mr. Alan Richard Rosling

Designation :

Director

Address :

9, Hill Park, Malabar Hill, A G Bell Road, Mumbai – 400006, Maharashtra

Date of Birth/Age :

16.08.1962

Date of Appointment :

15.07.2004

 

 

Name :

Mr. Balasubramanian Muthuraman

Designation :

Director

Address :

No. 7, C Road, Northern Town, Jamshedpur – 831001, Jarkhand

Date of Birth/Age :

26.09.1944

Date of Appointment :

12.08.2004

 

 

Name :

Mr. Piyush G. Mankad

Designation :

Director

Address :

33A, Green View Apartments, Sector 15A, Noida, Uttar Pradesh

Date of Birth/Age :

18.11.1941

Date of Appointment :

12.08.2004

 

 

Name :

Mr. Farokh N. Subedar

Designation :

Director

Address :

Wadia Building, Ground Floor, 6 Babulnath Road, Mumbai – 4000006, Maharshtra

Date of Birth/Age :

24.09.1955

Date of Appointment :

12.08.2004

 

 

Name :

Mr. Rajiv Dube

Designation :

Director

Address :

5, Betsy Apartments, Perry Road, Bandra (West), Mumbai – 400050, Maharashtra

Date of Birth/Age :

04.02.1962

Date of Appointment :

12.08.2004

 

 

Name :

Mr. Arun Kumar Vora

Designation :

Director

Address :

S-2, 3rd Floor, Orchid Apartments, 161, 5th Main, DefenceColony, Indira Nagar, Bangalore-560038, Karnataka, India

Date of Birth/Age :

14.08.1941

Date of Appointment :

26.09.2006

Other Directorships :

Tata Advanced Material Limited

TCE Consulting Engineering Limited

 

KEY EXECUTIVES

 

Name :

Mr. Mandar Manohar Tambe

Designation :

Secretary

Address :

D 45, Venus Cooperative Society, Flat No. 24, 6th Floor, R G Thadani Marg, Worli Seaface, Mumbai – 400011

Date of Birth/Age :

20.09.1959

Date of Appointment :

28.05.1996

 

MAJOR SHAREHOLDERS

 

Names of Shareholders

No. of Shares

Tata Motors Limited

25,000

Tata Chemicals Limited

24,000

Maharashtra State Textiles Corporation

200

Voltas Limited

5,000

Tata Refractories Limited

1,870

Tata Sons Limited

76,000

Tata Industries Limited

8,561

Trent Limited

1,000

Tayo Rolls Limited

2,000

Ewart Investments Limited

20,000

Taj Investment & Finance Company Limited

4,000

The Tata Iron & Steel Company Limited

3,740

Shapoor Pallonji Mistry

100

Cyrus Pallonji Mistry

100

Sheba Properties Private Limited

9,675

Af-Taab Investment Company Limited

12,000

Simone Naval Tata

56

Kalimati Investment Company Limited

6,698

TOTAL

200,000

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing and Selling of High Fashion Leather and Leather Products and Exporter of Various goods, Services and Technologies

 

 

Products :

ITC Code

Product Description

870310

Vehicles

72.06

Steel

410619.09

Finished Leather

 

 

Exports to :

Africa, Europe, Far East Asia, Middle East and North America

 


 

GENERAL INFORMATION

 

No. of Employees :

1590

 

 

Bankers :

Ø       Bank of India, Mumbai, Maharashtra, India

Ø       State Bank of India, Shiv Sagar Estate Branch, Mumbai - 400 018, Maharashtra, India

Ø       Central Bank of India

Ø       HDFC Bank, Sandoz House, Dr. A. B. Road, Mumbai - 400 018, Maharashtra, India

Ø       Standard Chartered Grindlays Plc

Ø       State Bank of Indore

Ø       Banque Nationale de Paris

Ø       ICICI Bank

Ø       Hongkong and Shanghai Banking Corporation Limited

Ø       Standard Chartered Bank Zambia PLC

Ø       Indo-Zambia Bank Limited

Ø       Citi Bank Zambia Limited

Ø       Stanbic Bank Zambia Limited

Ø       Barcays Bank Zambia Limited

Ø       Zambia National Commercial Bank PLC

 

 

Facilities :

Particulars

Rs. In millions

31.03.2005

Secured Loans

 

SHORT TERM

 

Export Packing Credit from Banks

(secured against whole of the current assets (present and future) of the company)

1697.013

 

 

LONG TERM

 

From Housing Development Finance Corporation Limited

(secured against immovable properties (Commercial/Residential) (Repayable within a period of one year Rs. 53.333 millions previous year Rs. Nil)

160.000

Total

1857.013

                                               

Banking Relations :

Good

 

 

Auditors :

Ø       K. S. Aiyar & Company

Chartered Accountants

F-7, Laxmi Mills, Shakti Mills Lane, (Off Dr. E. Moses Road), Mahalaxmi, Mumbai-400011, Maharashtra, India

 

Ø       G. N. Joshi & Associates

Chartered Accountants

K.K. Chambers, 3rd Floor, Sir Purshottam Thakkurdas Marg, Mumbai-400001, Maharashtra, India

 

 

Associates :

Ø       The Tata Iron & Steel Company Limited

Ø       Tata Engineering & Locomotive Company Limited

Ø       Tata Sons Limited

Ø       Automobile Corporation Goa Limited

Ø       Dewas Tenneries Private Limited

Ø       Floatglass India Limited

Ø       Graziella Shoes Limited

Ø       Pran Agro Services Limited

Ø       Tata Holset Limited

Ø       Tata Precision Industries (India) Limited

Ø       Titan Watches Limited

Ø       Sheba Properties Limited

Ø       Tata Projects Limited

Ø       Tata BP Solar Limited

Ø       Tata Industries Limited

Ø       Tata Services Limited

Ø       Tata Oil Mills Limited

Ø       Sitel India Limited

 

 

Memberships :

Confederation of Indian Industry

 

 

Subsidiaries :

Ø       Cameo Investment & Finance Limited

Ø       Cometal, S.A.R.L.

Ø       Light Source Manufacturers Limited

Ø       Pamodzi Hotels Plc

Ø       Tata Africa Holding (SA) (Proprietory) Limited

Ø       Tata Automobile Corporation (SA) (Proprietory) Limited

Ø       Tata De Mocambique Limitada

Ø       Tata Ghana Limited

Ø       Tata Holdings (Tanzania) Limited

Ø       Tata Holdings Mocambique Limited

Ø       Tata International (Australia) Proprietary Limited

Ø       Tata Namibia (Proprietary) Limited

Ø       Tata (UAE) FZE

Ø       Tata Uganda Limited

Ø       Tata Zambia Limited

Ø       Tata (Zimbabwe) (Private) Limited

Ø       Tata South-East Asia Limited

Ø       Makumbi Agricultural and Technical Services Company Limited

Ø       Townap Textiles Zambia Limited

Ø       Pamodzi Hotels Plc.

Ø       Luangwa Industries Limited

Ø       Tata West Asia FZE

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

3,00,000

Equity Shares

Rs. 1,000 each

Rs. 300.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

2,00,000

Equity Shares

Rs. 1,000 each

Rs. 200.000 millions

 

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2006

31.03.2005

31.03.2004

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

200.000

200.000

200.000

2] Reserves & Surplus

1686.171

1481.685

1129.900

NETWORTH

1886.171

1681.685

1329.900

LOAN FUNDS

 

 

 

1] Secured Loans

2012.435

1857.013

1822.000

2] Unsecured Loans

0.000

75.000

123.000

TOTAL BORROWING

2012.435

1932.013

1945.000

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

3898.606

3613.698

3274.900

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

438.489

451.025

380.200

Capital work-in-progress

103.375

24.254

0.000

 

 

 

 

INVESTMENT

2068.074

2099.702

957.100

DEFERREX TAX ASSETS

18.683

43.496

961.500

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Interest Accrued on Investments

0.000

2.898

0.000

 

Inventories

1250.858

1044.275

961.500

 

Sundry debtors

7275.702

6119.446

3604.000

 

Cash & Bank Balances

109.020

169.142

181.900

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

1965.166

1706.054

1477.500

Total Current Assets

10600.746

9041.815

6224.900
Less : CURRENT LIABILITIES & PROVISIONS

 

 

 
 
Current Liabilities
7656.092
6686.581
4059.200
 
Provisions
1705.678
1375.458
241.300
Total Current Liabilities

9361.770

8062.039

4300.500
Net Current Assets

1238.976

979.776

1924.400
 

 

 

 

MISCELLANEOUS EXPENSES

31.009

15.445

13.200

 

 

 

 

TOTAL

3898.606

3613.698

3274.900

 


 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Sales Turnover [including other income]

33862.183

42743.296

30302.900

 

 

 

 

Profit/(Loss) Before Tax

636.716

383.178

300.900

Provision for Taxation

197.129

146.056

70.000

Profit/(Loss) After Tax

439.587

237.122

230.900

 

 

 

 

Export Value

26762.566

36207.983

26622.641

 

 

 

 

Import Value

NA

2243.885

690.745

 

 

 

 

Total Expenditure

33225.467

42360.118

29944.000

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2006

31.03.2005

31.03.2004

PAT / Total Income

(%)

1.30

0.55

0.76

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

1.88

0.90

0.99

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

5.77

4.04

4.55

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.34

0.23

0.23

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

6.03

1.29

1.50

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.13

1.24

1.43

 

 

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY

 

Subject was incorporated on 30.11.1962 at Mumbai in Maharashtra under the name and style of Tata Exports Limited having Company Registration Number 12528.

 

Subject, incorporated as an export marketing company, has over the years enlarged its areas of business. It is also an exporter of goods, services and technologies. It has a significant overseas presence through its wholly owned subsidiaries, joint ventures, overseas offices and associate companies. It was, therefore felt that the name Tata Exports Limited did not reflect the complete gamut of the company's operations. Consequently, effective 03.03.1998, with shareholder's approval, and that of Central Government, the company's name was changed to the present.

 

Form 8 Particular for creation or modification of charges 

Name of the company

TATA INTERNATIONAL LIMITED

Presented By

State Bank of India, Overseas Branch, Mumbai-400005

1) Date and description of instrument creating the change

Agreement of loan for overall limit

Agreement of hypothecation of goods and assets

Letter regarding grant of individual limits within the overall limit all dated 31.03.2005 creating a single charges

2) Amount secured by the charge/amount owing on the securities of charge

Rs.5500 millions

3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given

Documents of title to goods and hypothecation charge over the mobile handsets purchased by the Borrower under the Letter of credit facility granted by the bank and exclusive charge on the borrower receivables from Drive India.com Limited on sale of the mobile handsets purchased under these letters of credit.

4) Gist of the terms and conditions and extent and operation of the charge.

Interest – As determined by the bank form time to time

Margin - As prescribed by the bank form time to time

5) Name and Address and description of the person entitled to the charge.

State Bank of India

World Trade Centre,

Cuffe Parade, Mumbai-400005

6) Date  and brief description of instrument modifying the charge

Not Applicable

7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.

Not Applicable

 

Name of the company

TATA INTERNATIONAL LIMITED

Presented By

State Bank of India, Overseas Branch, Mumbai-400005

1) Date and description of instrument creating the change

Joint deed of hypothecation

Working capital consortium agreement both dated 19.02.2003 creating a single charge.

2) Amount secured by the charge/amount owing on the securities of charge

Rs.3020 millions

State Bank of India

Rs.1045.000 millions

State Bank of India

Rs.830.000 millions

Standard Chartered Bank

Rs.600.000 millions

BNP Paribas

Rs.305.000 millions

HDFC Bank Limited

Rs.240.000 millions

3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given

The whole of the current assets of the company, namely stock of raw materials, stocks in process, semi finished goods stores and spares not relating to plant and machinery (consumable stores and spares), bills receivable and book debts and all other movables, both present and future whether lying loose or in cases or which are now lying or stored in or about or shall from time to time during the continuance of the security be brought into or upon or the godowns situated at various places I India or wherever else in the same may be or be held by any party to the other or disposition of the company or in the course of transit or on high seas or on order or delivery, however and where so ever in the possession of the company and either by way of substitution or addition.

4) Gist of the terms and conditions and extent and operation of the charge.

Interest – As determined by the bank form time to time

Margin - As prescribed by the bank form time to time

5) Name and Address and description of the person entitled to the charge.

State Bank of India

World Trade Centre,

Cuffe Parade, Mumbai-400005

 

Standard chartered Grindlays Bank

M.G. Road, Fort, Mumbai-400001

 

State Bank of Indore

Sterling Centre, Worli, Mumbai-400018

 

BNP Paribas, Fort, Mumbai-400018

 

HDFC Bank Limited

Sandoz House, Worli, Mumbai-400018

6) Date  and brief description of instrument modifying the charge

Letter dated 20.10.2005 from State Bank of India

7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.

The original charge created for Rs.3020 millions modified to Rs.305 millions in view of the repayment / discharge of credit facilities to the extent of Rs.2715 millions

 

It’s products range includes:-

 

Leather & Leather Products

 

·         Finished Leather

·         Leather Garments

·         Footwear Articles

·         Leather Footwear and Shoe Uppers

 

Automobiles

 

·         Passenger Cars

·         Sports Utility Vehicles

·         Pick Ups

·         Light, Medium & Heavy Trucks

·         Small and Big Buses

·         Tippers & Tractors

 

Engineering

 

·         Customised Engineering Products

·         Steel and Mining Industry allied Products

·         Railway and Port Equipment

·         Rolls and Regfractories

·         Autocomponents and Customized Products

·         Construction and Material Handling Equipment

·         MRO (Maintenance, Repairs and Operations)

·         Bicycles and Bicycle Spares

·         Packaging

 

Steel

 

·         Hot Rolled Coils

·         Hot Rolled Plates/Sheets

·         Cold Rolled Coils

·         Galvanise Coils

·         ETP

·         Billets

·         Steel

·         Scrap

·         Structurals

·         Deformed Bars

·         Wire Rods

·         Slabs

 

Minerals, Metals and Ferro Alloys

 

·         Principal Ores and Minerals

·         Ferro Alloys

·         Non-Ferros Metals

 

Chemicals

 

·         Industrial

·         Food Additives

·         Chlor Alkalis

·         Iron Oxide

·         Pigments

·         Solvents

·         Maize Deravatives

·         Minerals

·         Paint Driers

 

IT & Software Services

 

·         E-business

·         Business Intelligence

·         ERP

·         CRM

·         Network Services

·         Disaster Management

·         Outsourcing

·         Re-engineering & Migration

 

Bulk Commodities – Imports

 

·         LSWR, LSHS & Low Sulphur fuel oils

·         Furnace Oil

·         Thermal Coal

·         Steam Coal

·         Bituminus Coal

·         Coking Coal

·         Metallurgical Coke

·         Limestone

·         Sulphur

·         Rock Phosphate

 

Consumer Product Sourcing

 

·         Equipment for the telecommunication industry

·         Household items, linen & consumables for hotels & retail

·         Electronic equipment

 

Nature of Business

 

·         International Business Company

·         International business gateway of the Tata Group

·         Golden Super Star Trading House

 

The Leather Complex at Dewas has received an ISO 14001 certification.

 

The company exports engineering products, commercial vehicles, high fashion leather products, healthcare products, commodities, chemicals, ceramic tableware, textile garments and home furnishings.

 

The company has collaboration with British Petroleum (BP); Holset; Tata Precision Industries Private Limited, Singapore

Some of its joint ventures and alliances:-

They have facilitated alliances for the Tata Group:

 

The company’s fixed assets of important value include Land (Leasehold), Building, Roads, Plant & Machinery, Furniture & Fixtures, Office & Other Equipments, Electrical Installation, Air Conditioners and Refrigerators, Vehicles and Transport.

 

OPERATIONS 
 
In 2004-05, Indian economy achieved a GDP growth rate of 5.9%.  The economy managed to maintain the growth momentum of a deficient monsoon, hardening of world oil and steel prices and extensive damage caused by Tsunami in several southern states.  The period also saw strengthening of the rupee against the US$ and the trend reversed against from October, 2004 against the major non-dollar currencies.  The rupee started appreciating against the dollar since September, 2004.  In September, 2004 the rupee was Rs. 46.30 to a Dollar and in June, 2005 it appreciated to 43.56% to a Dollar.  The period 2004-05 also saw an appreciation in Euro against the rupee to the extent of approx 5%.

 

India’s exports and imports continued to perform well.  Indian exports grew by 24.4% while imports were up by 35.6% and non-oil imports by 33.6%.  Tata Internationals exports grew by 38% for the year 2004-05.  The company achieved its growth in exports by leveraging its global presence across regions and entering new market segments in various product categories.

 

The company achieved an overall turnover of Rs. 43820 millions which is about 3% higher than the overall turnover of Rs. 31850 millions for the previous year.  Exports aggregated to Rs. 36750 millions [USD 840 million] as against the export of Rs. 26510 million [USD 606 million] for the previous year.  The profit after tax of Rs. 244 millions is 6% higher than the profit after tax of Rs. 230 millions for the previous year.

 

Leather Business : The business achieved a turnover of Rs. 4640 millions for the year 2004-05 as compared to a previous year turnover of Rs. 3770 millions.  The 23% growth achieved in leather business has been a result of the various initiatives taken, which include streamling production at the Dewas tannery operating at 3 million sq. ft. per month consistently, which is more than hundred percent in terms of capacity utilization.  This has been further supported by growth through strategic alliances and joint ventures.  The business has strengthened the marketing organization and established a new marketing office and a leather showroom in Dong Guan province in China.  Dong Guan is China’s most prosperous province and is the hub for footwear exports out of China.  The leather footwear division has signed an MoU with ARA Group of Germany, for supply of 1.5 million pairs of shoes.  The MoU also provides for supply of leather from Tata International to ARA.  The six Sigma initiatives taken by Leather GBU have helped the business to achieve higher level of operational efficiency and cost savings.  The leather GBU was selected for the prestigious ‘The Energy and Resources Institute’ [TERI] Corporate Awards for its project on Hazardous Waste Recycling.

 

Engineering Business : the business grew by 41% in 2004-2005, registering a turnover of Rs. 1730.000 millions.  The period witnessed a steep price increase of steel, which adversely impacted the Indian engineering industry.  The engineering business improved substantially through its supply chain management and operational efficiency.  Service levels of Tata Motors parts improved during the year.  The division formed a joint venture with Dutch Lanka Trallers [DLT] for setting up a manufacturing facility in India.  The projects supply division secured major orders from developing countries like Sudan & Vietnam.  The business made good progress in imports area also.

 

Tata Motors Business : the business achieved a turnover of Rs. 8670 millions for the year 2004-2005 as compared to the previous year turnover of Rs. 6410 millions.  The increase in business was due to the higher exports to Sri Lanka, South Africa and West Asia North Africa [WANA] region.

 

Steel Business : the business achieved a turnover of Rs. 15820 millions for the year 2004-05.  the business strengthened its sourcing bases and developed the Indian market for products sourced from Natseel, China.  The GBU developed new sourcing bases such as Taiwan, Egypt, China for flats trading and developed UK market for Metallics trading.  Market developed in India for Turkish Rebars and Wire rods sourced from Natsteel, China, Billets supply sources developed from Turkey.  The GBU initiated prefinancing study involving banks for stabilizing steel sourcing from mills and also entered into long term contracts with Arcelor, Proton and Unitol.  In order to address its objective of going down the value chain, the business undertook preliminary studies to establish the viability of owning a steel service center business in the GCC and in South Africa.  The business undertook major initiatives to add value to Tata Steel’s globalization objectives.  A detailed study was undertaken by the steel business unit to identify a suitable downstream partner in China for Tata Steel’s Orissa Project.  The steel business also undertook major initiatives to help Tata Steel participate in the Krivoyrog proviatization tender and seek specific JV and M & A opportunities.

 

Minerals Business : the business achieved a turnover of Rs. 6120 millions for the year 2004-2005.  the minerals business unit achieved highest ever Ferro Chrome exports. The division achieved price leadership in the global chrome ore market in 2004-2005.  It emerged as the largest chrome ore exporter from India in 2004-2005.  The business entered new markets like Russia, Germany and new segments in Japan, as the first Indian supplier.  The division successfully completed the Government of India’s Mint Tender for Nickel.  Minerals business unit achieved market success in Vietnam, Pakistan and Bangladesh in Metals and market leadership in Nepal for Zinc and Copper.  It successfully developed new markets for Aluminium in Vietnam and India.  Also smart buying for Tata Steel achieved cost savings for them in 2004-05.

 

Bulk Commodities & Chemicals Business : the business achieved a turnover of Rs. 440 millions for the year 2004-05.  The division is among the top trader of Metcoke imports into India.  The division developed new sources for coking coal.  It also commenced sourcing of coking coal from Ukraine.  The GBU signed an MoU with Tata Chemicals for imports of raw materials [steam coal, anthracite, rock phosphate, sulphur] as well as export of Soda Ash & Sodium Bi-carbonate.

 

Consumer Products Division : the business achieved a turnover of Rs. 4470 millions for the year 2004-05.  The division sources handsets, terminals, equipment and devices from reputed manufacturers worldwide.

 

To further increase its global reach, the company opened three new offices in 2004-05, in Uruguay, Turkey and Iran.  Business development activities are underway in Latin America [Latam] region and Uruguay office is working with group companies and their respective business units for new business opportunities in Latam region.  The Iran office is providing support to bulk business unit and steel business for sourcing from Iran and also to the engineering business for supply of autocomponents.  In Turkey, business development activities are in progress and steel business is being done with USA and other markets in West Asia.

 

OVERSEAS OPERATIONS 


 
TATA Namibia (Proprietary) Limited achieved a turnover of N$ 0.041 million (Rs.0.300 millions) [2003-2004: N$ 0.079 million (Rs 0.600 millions)]. 


 
TATA Holdings Mocambique Limitada and its subsidiary Tata De Mocambique Limitada achieved an aggregate turnover of Meticais 79975 million (Rs.183.9 millions) [2003-04 : Meticais 47733 million (Rs. 85.9 millions)].Cometal SARL achieved a turnover of Meticais 23962 million (Rs. 55.100 millions) [2003-04: Meticais 22093 million (Rs 39.800 millions)]. 


 
TATA Uganda Limited achieved a turnover of U Shs.7353.388 million (Rs.187.300 millions) [2003-04: U Shs 7284.590 million (Rs 166.100 millions)]. 


 
TATA Holdings (Tanzania) Limited (THTL) and its subsidiary Light Source Manufacturers Limited achieved an aggregate turnover of T Shs 4855.9 million (Rs 193.3 millions) [2003-04 : T Shs 3117.229 million (Rs 123.1 millions)]. 


 
TATA Africa Holdings (SA) (Proprietary) Limited (TATA Africa) achieved a turnover of SAR 296.01 million (Rs.2075.3 million) [2003-04 : SAR 127.55 million (Rs 886.900 million)]. TATA Automobile Corporation (SA) (Proprietary)Limited achieved a turnover of SAR 211.706 million (Rs.1484.200 million)[2003-04: SAR 92.037 million (Rs.639.900 million)]. 


 
TATA Ghana Limited achieved a turnover of Cedis 61008.8 million (Rs.298.900 million) [2003-04 : Cedis 2883.09 million (Rs. 15895.9 million ]. 


 
TATA West Asia Limited (formerly known TATA [UAE] FZE] achieved a turnover of Dirhams 302.7 million (Rs. 3605 million) [2003-04: Dirhams 177.438 million (Rs. 2111.9 million )].

 
Tata International (Australia) Pty. Limited achieved a turnover of A$ 201.3 million (Rs. 6811.3 million ) [2003-04 : A$ 164.315 million (Rs. 5481.300 million )]. 

 

AWARDS

 

Active Promotion award of business excellence for crossing 500 points in TBEM External Assessment 2004. Engineering GBU received ISO 9001:2000 certification for all its locations in India for Global Marketing and Sourcing of Engineering Products. Leather GBU received the State level award for environment protection from the Ministry of Housing & Environment, Government of Madhya Pradesh Amity Global Corporate Excellence Award from Centre of International Business, Amity Business School, Noida Teri Corporate Award in category III[turnover over Rs. 5000 millions] for its project on Hazardous Waste recycling at the Leather GBU’s Dewas facility. Best Performing Zone award for steel GBU in business excellence night of Tinplate company of India Limited [TCIL].   


 

Name of the Company : Tata International Limited

Presented by               : Mr. M. M. Tambe – Vice president (Corporate) & Company Secretary

 

1. Date and description of the instrument

    creating  or evidencing the charge  

    1. Joint Deed of Hypothecation
    2. Working Capital Consortium Agreement both dated 19.02.2003 creating a single charge.

2. Amount secured by the charge /amount  

    owing on security of the charge

                                                  (Rs. In millions)

State Bank of India                  -          1045.000

State Bank of Indore                -            830.000

Standard Chartered Bank          -          600.000

BNP Paribas                                -        305.000

HDFC Bank Limited                   -          240.000

TOTAL                                        -       3020.000  

3. Short Particular of the property charged. If

    the property acquired is subject to change

   date of acquisition of property should be

   given 

The whole of the Current Assets of the Company, namely stocks of raw materials, stocks in process, semi-finished and finished goods, stores and spares not relating to Plant & machinery (consumable stores and spares) ; bills receivable and book debts, and all other movables, both present and future whether lying loose or in cases or in cases or which are now lying or stored in or about or shall from time to time during the continuance of the security be brought into or upon or be stored to be in or about of the company’s factories, premises and godowns situated at various places in India or whether else the same may be or be held by any party to the other or disposition of the Company or in the course of transit or on high seas or on order or delivery, howsoever and wheresoever in the possession of the company and either by way of substitution or addition.

4. Gist of the terms and conditions and extent

    and operation of the charge.

  1. Interest – As determined by Banks from time to time
  2. Margin – As prescribed by Banks from time to time.

5. Names, address and description of the 

    persons entitled to charge

  1. State Bank of India, Overseas branch, World Trade center, Post Box No. 16094, Cuffe Parade, Mumbai – 400005
  2. Standard Chartered Grindlays Bank, M G Road, Fort, Mumbai – 400001
  3. State Bank of Indore, Sterling Centre, Worli, Mumbai 400018
  4. BNP Paribas, Fort, Mumbai 400001
  5. HDFC Bank Limited, Sandoz House, Worli, Mumbai 400018

6. Date and brief description of instrument

    modifying the charge

Letter dated 20.10.2005 from State Bank of India

7. Particulars of modification specifying the terms,   

conditions or the extent of operation of the charge in which modification is made, and the details of the modification

The original charge created for Rs. 3020.000 millions modified to Rs. 305.000 millions; in view of the repayment/discharge of credit facilities to extent of Rs. 2715.000 millions

 

Name of the Company : Tata International Limited

Presented by               : ICICI Bank Limited

 

 

1. Date and description of the instrument

    creating  or evidencing the charge  

Deed of hypothecation dated the 16th day of December, 2005 executed by Tata International Limited (therein and hereinafter referred to as the Borrower) in favour of ICICI Bank Limited

2. Amount secured by the charge /amount  

    owing on security of the charge

Credit facilities not exceeding Rs. 4500.000 millions (the aforesaid facilities as amended from time to time are hereinafter collectively referred to as the Facilities) extended/granted to the Borrower.

3. Gist of the terms and conditions and extent

    and operation of the charge.

  1. Covenant by the Borrower to comply to ensure compliance with all the terms and conditions set out in the Credit Facility Agreement dated 4th September 2004 entered between the Borrower and ICICI, as modified amended/renewed/ supplemented from time to time (hereinare collectively referred to as the Agreement).
  2. The Borrower on all pay/repay all amounts in respect of the facilities an pay interest and all other monies in the manner set out in the Agreement and the other Transaction Documents as defined in the Agreement.
  3. The Assets were hereby hypothecated inter alia to ICICI as and by way of exclusive charge, as specified in Annexure/hereto,

4. Names, address and description of the 

    persons entitled to charge

ICICI Bank Limited

ICICI Bank Towers, Bandra-Kurla Complex, Mumbai – 400051

5. Date and brief description of instrument

    modifying the charge

Not Applicable

6. Particulars of modification specifying the terms,  

conditions or the extent of operation of the charge in which modification is made, and the details of the modification

Not Applicable

 

AS PER WEBSITE

 

Profile


Established in 1962, Tata International has evolved from an export house into an international marketing company with a global turnover of US$1.6 billion in 2005-6. Its operations are organized into two business lines — Leather and Engineering. With the worldwide reach provided by a well-integrated network that spans major global trade blocs, the company has strengthened its capability to source globally, deliver world-class quality, work with global brands, and has developed some key international alliances for sustaining future growth. The company exports to more than 100 countries, with its major markets being Europe, the ASEAN countries, West Asia, the Far East, and Africa.

 

Areas of business


Tata International's operations are organized into five global businss units (GBUs). These include:

 

Leather and leather products: Tata International is India's

 

leading leather and leather-products exporter and supply chain integrator. Its value chain encompasses global sourcing, world-class manufacturing in India and China, design studios in Europe, strategic alliances, marketing, and world-renowned brands as clients. Its state-of-the-art manufacturing facility at Dewas (in India) is among the top three worldwide for goat skin and was the first in the leather industry in Asia to be ISO 9000 and 14000 certified. The R&D here has made internationally acknowledged breakthroughs in processing chrome-free leather and generating energy from solid waste.

 

Engineering:

 

The engineering business unit is involved in international marketing, global sourcing, distribution and supply chain management in the engineering domain including the sectors of mining, railways, power, steel, aluminum, agriculture and automotive accessories. The engineering unit has agreements with manufacturers in India, China and other countries for marketing and representation in select markets.

 

Chemicals:

 

Tata International's chemicals division supplies chemicals spanning applications in pharma, food, paints and textiles to glass and mining, offering a wide range of product lines and services.

 

Services


In the services sector, Tata International provides a comprehensive set of services, from marketing and marketing intelligence, manufacturing and sourcing, financing, documentation, warehousing, logistics and delivery, to effective management of global supply chains and customer relationship management.

 

Global operations


The global reach provided by a well-integrated network and infrastructure of subsidiaries, offices and associate Tata companies allows Tata International to source competitively. This network includes subsidiaries in Hong Kong, United Arab Emirates, Australia, South Africa, Zambia, Zimbabwe, Mozambique, Namibia, Tanzania, Uganda and Ghana. Additionally, Tata International has offices in India, Thailand, Bangladesh, Saudi Arabia, China, Singapore, United Kingdom and Uruguay.

 

The company and its subsidiaries worldwide have taken on various value-added roles and have stakes in a cross-section of businesses. It has stakes in a five-star hotel, bus body building and trailer manufacture, distributorships, and IT ventures; it has customer support facilities for Tata vehicles and design studios for leather.

 

Joint ventures and alliances


Joint ventures:

 

Ø       Tata Holset with Holset Engineering, UK and Tata Motors for the marketing and manufacture of turbochargers.

 

Ø       Tata Precision Industries, India with Tata Precision Industries, Singapore, for the marketing and manufacture of precision engineering components.

 

Ø       Graziella with Pucci SRL, Italy, for the manufacture of leather footwear.

 

Ø       Tata Africa Holdings, South Africa with Consilience Technologies, South Africa for information technology.

 

Ø       Tata Motors with Automobile Corporation of Goa.

 

Ø       Tata Ceramics with Tata Power.

 

Ø       With Imperial Group (South Africa) for distribution and marketing of pick-ups in South Africa.

 

Ø       Zamil Tata (Intl) Information Services with Al-Zamil Group of companies for IT marketing.

 

Ø       Tata International DLT with M/s Dutch Lanka Trailer Manufacturers, Sri Lanka, for manufacturing / assembly of trailers for the Indian market.

 

Ø       With Gruppe Vecchia Toscana (GVT), Italy, for fashion leathers.

 

Strategic alliances:

 

Ø       With Itochu, Australia, for marketing mining-related consumables and chemicals.

 

Ø       With Asia Trading SA (ATSA), Chile, for marketing and sourcing arrangement for Chile and other Latin American countries.

 

Ø       With Al-Zamil Group of companies for marketing in Saudi Arabia.

 

Ø       With The Turbo Genset Company (TGC), UK, for business development of innovative 'distributed generation' products and solutions for India, Sri Lanka and Bangladesh.

 

Ø       With Oxalaga SRL, Romania, for marketing of finished leather and leather products in Romania.

 

Ø       With Martinez Group, Spain, for marketing Tata leather products in Spain and Martinez leather products in Asia.

 

Ø       With Lloyd Shoes GmbH (Germany) to jointly manufacture footwear products for Europe and market Lloyd branded shoes and accessories in India.

 

Ø       With SYP Kangqiao Autoglass Company Limited, China, for exclusive marketing of automotive glass in India, Iran and South Africa.

 

Ø       With M/s International Tractors Ltd, Hoshiarpur, India for exclusive marketing of agricultural tractors in select countries in Africa and Latin America.

 

Research and development


In tune with the Tata ethos, the R&D division of Tata International's leather GBU, the company's only manufacturing operation, fosters projects that look at the future needs of the leather industry, such as processes


for chrome-free leather, eco-labeling of finished leather products (as per the Indian government's Bureau of Indian Standards), and gainful utilization of solid waste for energy generation and resource recycling.

 

Tata International's in-house R&D division is recognized by the Indian government's Ministry of Science and Technology and its patented 'biomethanation' project for securing energy from tannery effluent solid
waste and was done under the United Nations Development Programme's General Environmental Fund. The company has also developed its own technologies for leather processing and finishng and for import substitution of chemicals.

 

Corporate social responsibility


Tata International is a signatory to the United Nations' Global Compact initiative. In keeping with the Tata Group's philosophy, Tata International has initiated a series of measures that support the conservation and rejuvenation of the environment and natural resources. It also supports communities around its facilities through work-life balance training programmes, the renovation and upkeep of a village school, and corporate volunteering with non-governmental agencies at various locations. In addition, the company offers financial assistance to various non-governmental agencies working in the fields of education, healthcare, medical research, social welfare and environmental consciousness.

 

The company's initiatives on the ecological front are mainly at its leather manufacturing facility at Dewas. These include forestation projects, water conservation efforts, the setting up of a sophisticated effluent treatment plant, as well as effective solid- and liquid-waste management. The Dewas complex is ISO-14001 compliant and has one of India's largest solar thermal water heating systems to preheat boiler feed water, as also a patented biomethanation plant for generating fuel gas and recovering chrome.


Awards

 

Ø       Multiple winner of Council of Leather Exports awards since 1984.

Ø       Rajiv Gandhi Award for Environment Protection in 2002.

Ø       Rajiv Gandhi National Quality Award in 2000.

Ø       Multiple winner of MODEUROP colour selection in 1998-2006.

Ø       Madhya Pradesh Govt Environment Award for Best Environment Practices in 2005.

Ø       TERI Environment Award for Environment Excellence in 2005.

Ø       Eco Mark for Finished Leather from Bureau of Indian Standards

Ø       (BIS).


 

Ram Balasubramaniam appointed president, Tata International


July 19, 2006

 

Ram Balasubramaniam is the new president of Tata International

 

Ram Balasubramaniam took over as president of Tata International Limited on July 17, 2006. Mr Bala was formerly the chief executive and director of Tata Zambia, a subsidiary of Tata International. He is also director of Pamodzi Hotel Plc, Zambia and the Malawi branch of Tata Zambia. In addition, he has been Chairman, Board of Advisors of UN Global Compact, Zambia. He was also involved in setting up Tata operations in Zimbabwe, Namibia and other African countries. He has been with the Tata Group for 24 years.

 

Sudhir Deoras, the former managing director of the company has moved to take up a senior position in another Tata Group company.

 

Tata International signs agreement with SYP, China for performance glass


June 8, 2006

 

Tata International (TIL) and Shanghai Yaohua Pinkington Glass, (SYP) signed an agreement on June 5, 2006, for exclusive marketing and distribution of SYP glass in India. Li Liangzuo, director and general manager, SYP and Sudhir Deoras, managing director, TIL, were the signatories to the agreement.

 

Shanghai Yaohua Pinkington Glass, (SYP) founded in 1983, is one of the leading manufacturers in China for float glass, architectural glass and auto glass. This company was formed as a JV with Pilkington, UK. In 1993 the company went public and became the first publicly listed glass manufacturer in China.

 

SYP has four float glass plants operating in China with a combined turnover of US$ 230 million and a capacity of 650,000 tons per annum. The company perseveres in its philosophy of "the pursuit of continuous improvement" and adopts the strategy of developing or introducing the most technologically advanced products in the market. Guided by market demand and continuous new product development, the technical standard of SYP’s products have always been ahead of its rivals in China. The float glass, enameled glass, double-glazing glass, laminated glass, coating glass and mirror plates of SYP were appraised to be Shanghai Renowned Products in 1999. The Low-E Coating Glass was awarded the third prize of the Shanghai Science & Technology Development in 2000. Many prestigious buildings in China and around the world (US, Middle East, Asia) have been constructed using SYP glass.

 

In July 2000, SYP received the ISO14001 certification from SGS and became the first glass manufacturer in China to obtain this internationally acknowledged green pass.

 

The market for float glass in India is growing very fast with most of the commercial buildings and shopping malls using float glass. Only five float glass manufacturers operate in India compared to over 150 in China.

 

SYP and Tata International will jointly focus on the large commercial / office building projects which use performance glass such as reflective, low-emissivity, tempered, double glazing, etc.

 


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]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records 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.44.27

UK Pound

1

Rs.86.71

Euro

1

Rs.57.13

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

10

PAID-UP CAPITAL

1~10

10

OPERATING SCALE

1~10

10

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

10

--PROFITABILIRY

1~10

10

--LIQUIDITY

1~10

9

--LEVERAGE

1~10

9

--RESERVES

1~10

9

--CREDIT LINES

1~10

9

--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

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

86

 

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

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

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.

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

 

 

 

 

 

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