MIRA INFORM REPORT

 

 

Report Date :

01.03.2007

 

IDENTIFICATION DETAILS

 

Name :

EUROTHERM HEMA RADIATORS INDIA LIMITED

 

 

Registered Office :

170A, Western Avenue, Sainik Farms, New Delhi – 110062

 

 

Country :

India

 

 

Financials (as on) :

31.03.2006

 

 

Date of Incorporation :

01.09.2004

 

 

Com. Reg. No.:

55-128719

 

 

CIN No.:

[Company Identification No.]

U28133DL2004PLC128719

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

DELE03378E

 

 

PAN No.:

[Permanent Account No.]

AABCE3677R

 

 

Legal Form :

Closely Held Public Limited Liability Company

 

 

Line of Business :

Manufacturing and supplying Heating Ovens, Bath Raditors, Steel Panel Radiators, Aluminium Radiators and its full accessories.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

B

 


 

RATING

STATUS

PROPOSED CREDIT LINE

26-40

B

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

Small

 

Maximum Credit Limit :

 

 

 

Status :

New Company

 

 

Payment Behaviour :

Slow but correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a new company promoted by strong promoters.  Company has incurred some losses during the first year of its operations.  Payments are reported as slow but correct.

 

The company can be considered for small business dealings at usual trade terms and conditions.

 

 

LOCATIONS

 

Registered Office :

170A, Western Avenue, Sainik Farms, New Delhi – 110062, India

Tel. No.:

91-11-26565839 / 26565839

Fax No.:

91-11-26969677

E-Mail :

info@eurothermhema.com

cj@hemaengineering.com

Website :

http://www.eurothermhema.com

 

 

Factory :

Plot No. 6 & 13, Sector - 6 HSIDC Industrial Complex, Bawal, District Rewari, Haryana, India

Tel. No.:

91-1284-264332/34/35/36

Fax No.:

91-1284-264333

 

 

Branches :

1/3 K. M. Stone, Khandsa Road, Gurgaon – 122001, Haryana, India

Tel. No.:

91-124-2370732 - 35

Fax No.:

91-124-2370747

 

 

DIRECTORS

 

Name :

Mr. Chandresh Jajoo

Designation :

Managing Director

Address :

170-A, Sainik Farms, Western Avenue, New Delhi – 110062

Date of Birth/Age :

21.11.1969

Date of Appointment :

01.10.2004

 

 

Name :

Mr. Manuel Pando Jurado

Designation :

Joint Managing Director

Address :

Boschstr 11, D – 71404, Korb, b. Stuttgart, Germany

Date of Birth/Age :

23.07.1957

Date of Appointment :

01.10.2004

 

 

Name :

Mr. Naveen Kapoor

Designation :

Director

Address :

H. No. D – 075, Ridgewood Estate, DLF Phase – IV, DLF City, Gurgaon – 122001, Haryana, India

Date of Birth/Age :

03.05.1969

Date of Appointment :

01.09.2004

 

 

Name :

Mr. Sascha Pando Jurado

Designation :

Director

Address :

Boschstr 11, D – 71404, Korb, b. Stuttgart, Germany

Date of Birth/Age :

12.07.1984

Date of Appointment :

01.09.2004

 

 

KEY EXECUTIVES

 

Name :

Mr. Krishan Kumar

Designation :

Assistant Company Secretary

Address :

House No. 639, Sector – 9, Gurgaon, Haryana, India

Date of Birth/Age :

10.08.1974

Date of Appointment :

25.09.2005

PAN No. :

AQPPK3301D

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

Names of Shareholders

 

No. of Shares

Hema Engineering Industries Limited

 

5016950

Eurotherm GmbH

 

2711491

Mr. Chandresh Jajoo

 

10

Mr. Krishan Kumar Jajoo

 

10

Mrs. Monica Jajoo

 

10

Mrs. Vijya Jajoo

 

10

Mr. Naveen Kapoor

 

10

TOTAL

 

7728491

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing and supplying Heating Ovens, Bath Raditors, Steel Panel Radiators, Aluminium Radiators and its full accessories.

 

 

Products :

Item Code No.

Product Description

73221900

Steel Panel Radiators

73221900

Bath Radiators

76042100

Aluminium Radiators

 

Heating Ovens

Steel Panel Radiator

 

 

GENERAL INFORMATION

 

Suppliers :

Chandrasekaran Associates

A B Sanwalka & Company

Hindustan Industrial Security Services

 

 

Bankers :

Punjab National Bank

Main Branch, Fountain Chowk, Gurgaon - 122001, Haryana, India

 

 

Facilities :

Secured Loans : From Punjab National Bank, Gurgaon – Rs. 65.782 millions

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

A. B. Sanwalka & Company

Chartered Accountants

Address :

38/2079, 2nd Floor, Nai Wala, Karol Bagh, New Delhi – 110005, India

PAN No. :

AALFA5215A

 

 

Joint Ventures :

Hema Engineering Industries Limited

Eurotherm GmbH Deutchland, Germany

 

 

Associates :

Kay Jay Auto Limited

Kay Jay Leasing Limited

Tobu India Private Limited

Flash Hema Energy Devices Private Limited

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

15000000

Equity Shares

Rs. 10/- each

Rs. 150.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

14786700

Equity Shares

Rs. 10/- each

Rs. 147.867 millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

 

31.03.2006

31.03.2005

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

 

147.867

27.841

2] Share Application Money

 

10.000

0.000

3] Reserves & Surplus

 

0.000

0.000

4] (Accumulated Losses)

 

[10.669]

0.000

NETWORTH

 

147.198

27.841

LOAN FUNDS

 

 

 

1] Secured Loans

 

275.087

65.782

2] Unsecured Loans

 

0.028

0.000

TOTAL BORROWING

 

275.115

65.782

DEFERRED TAX LIABILITIES

 

0.000

0.000

 

 

 

 

TOTAL

 

422.313

93.623

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

 

412.955

11.871

Capital work-in-progress

 

7.089

7.610

Capital Advances

 

0.000

57.979

 

 

 

 

INVESTMENT

 

0.000

0.000

DEFERREX TAX ASSETS

 

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

 
21.791

0.000

 

Sundry Debtors

 
1.626

0.000

 

Cash & Bank Balances

 
0.560

6.630

 

Other Current Assets

 
0.000

0.000

 

Loans & Advances

 
14.704

23.349

Total Current Assets

 

38.681

29.979

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities & Provisions

 
38.241

17.396

Total Current Liabilities

 

38.241

17.396

Net Current Assets

 

0.440

12.583

 

 

 

 

MISCELLANEOUS EXPENSES

 

1.829

3.580

 

 

 

 

TOTAL

 

422.313

93.623

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

 

 

31.03.2006

Sales Turnover

 

 

1.546

Other Income

 

 

0.055

Total Income

 

 

1.601

 

 

 

 

Profit/(Loss) Before Tax

 

 

[10.669]

Provision for Taxation

 

 

0.000

Profit/(Loss) After Tax

 

 

[10.669]

 

 

 

 

Expenditures :

 

 

 

 

Raw Material Consumed

 

 

3.419

 

Consumption of stores and spares parts

 

 

1.068

 

Increase/(Decrease) in Finished Goods

 

 

[3.142]

 

Salaries, Wages, Bonus, etc.

 

 

1.411

 

Payment to Auditors

 

 

0.003

 

Interest

 

 

2.708

 

Insurance Expenses

 

 

0.058

 

Power & Fuel

 

 

1.367

 

Depreciation & Amortization

 

 

2.406

 

Other Expenditure

 

 

2.969

Total Expenditure

 

 

12.267

 

KEY RATIOS

 

PARTICULARS

 

 

 

31.03.2006

31.03.2005

PAT / Total Income

(%)

 

[666.39]

N.A.

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

 

[666.39]

N.A.

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

 

[2.36]

N.A.

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

 

[0.07]

N.A.

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

 

2.12

2.98

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

 

1.01

1.72

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Details about the incorporation and commencement of business :

 

The company has been incorporated on 1st September, 2004 and subsequently obtained the Certificate for Commencement of Business on 26th October, 2004 issued by the Registrar of Companies.  NCT of Delhi and Haryana, New Delhi

 

 

 

 

Operations of the company :

 

The company had applied to HSIDC Limited for allotment of 5 acres of Land at Bawal, District Rewari, Haryana and has been allotted two Plots [No. 6 & 13], measuring 18900 sq. mtrs. of Land and the possession of the same has been received on 13th January, 2005 as per the communication received from HSIDC Limited.  The construction of building for the proposed factory is going on and advances for machinery have also been given as per the details given in the Balance Sheet.

 

Further the company has been registered as a 100% Export Oriented Unit with the Development Commissioner, Noida Special Economic Zone, Ministry of Commerce & Industry [Department of Commerce], Government of India vide Letter of Permission [LOP] bearing No. F. No. 3/323/2004 – 100% EOU / 2073 dated 16th March, 2005 and a Green Card No. 07 dated 25.04.2005 valid upto 31.03.2010.

 

Contingent Liabilities :

 

Estimated amount of contracts entered into and remaining to be executed on capital account and not provided for [net of advances] is Rs. 65.592 millions Building & Rs. 188.191 millions for Plant & Machinery.

 

Transactions carried out with the related parties in the ordinary course of business during F.Y. 2004-05 :

 

Particulars

Rs. In Millions

Eurotherm GmbH, Germany [advance for Machinery]

53.562

Hema Engineering Industries Limited [advance for

supply of goods]

22.091

 

Name of the company

EUROTHERM HEMA RADIATORS INDIA LIMITED

Presented By

Mr. Chandresh Jajoo, Managing Director

1) Date and description of instrument creating the change

24.03.2005 Term Loan Agreement and Hypothecation of Assets to secure Term Loan.

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

Rs. 255 millions including Rs. 38.821 millions LC [DA/DP basis] equivalent to USD 0.062 million and Euro 0.636 million

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

1. First charge on all present and future block of assets of the company including all kinds of immovable and movable assets forming part of the block of assets.

2. Equitable mortgage of immovable property being factory land and building measuring 5 acres [approx.] owned by the company at Bawal, District Rewari, Haryana

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

Rate of Interest @ 2.75% below prevailing BPLR plus term premium of 0.50% i.e. effective rate 8.5% per annum or LIBOR plus 3.50% on foreign currency Term Loan portion with monthly rest

LIBOR is to be reset on yearly basis and foreign currency term loan will be subject to roll over after 3 years from the date of disbursement

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

Punjab National Bank

Main Branch, Fountain Chowk, Gurgaon – 122001, Haryana

6) Date  and brief description of instrument modifying the charge

21.01.2006, Term Loan Agreement and Hypothecation of assets to secure term loans

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.

Term loan of Rs. 44.600 millions by way of enhancement from Rs. 255 millions to Rs. 299.600 millions.  The terms and conditions of modification will remain the same as these were at the time of creation of charge dated 24.03.2005 and later on modified dated 04.07.2005 for which charge has already been registered dated 20.04.2005 and 20.07.2005 respectively

 

WEBSITE DETAILS

 

Eurotherm Hema Radiators India Limited is a joint venture company of Eurotherm Gmbh Deutschland 'Germany' and Hema Engineering Limited, Gurgaon, India  situated at Plot No. 6 & 13, Sector-6, HSIDC, Industrial complex , Bawal, Distt. Rewari (Haryana) India

 

Eurotherm Hema Radiators India Limited is a 100% Export Oriented Unit , equipped with state of art technology and facilities for manufacturing the complete product basket of domestic heating solutions for the overseas market.

 

The company has a strong and wide overseas marketing network to understand and fulfill the Customer's requirement. The company is professionally managed by qualified trained and experienced personnel adopting world class manufacturing (WCM) practices like Just In Time, Single Piece Flow, Line Balancing, Mistake Proofing, 3M, 3G etc.

 

The company is manufacturing and supplying the full product range of Heating Ovens, Bath Radiators, Steel Panel Radiators, Aluminum Radiators  and its full accessories, used for domestic heating purposes.

 

Eurotherm Gmbh, Germany

Eurotherm Gmbh, Deutschland is a leading manufacturer and supplier of domestic heating solutions in the most part of Europe.

 

The company is manufacturing and supplying full product range of Bath Radiators, Steel Panel radiators, Aluminium Radiators and their full accessories, used for heating purpose in the entire Europe.

 

The company is a proactive, customer driven and fast growing company with core competency in identifying the changing customer requirements and promptly developing the products for customer delight.

 

Through the innovative products, the company has the strong market holding and widely acceptable Brand Equity

 

Hema Engineering Industries Limited, India

Hema Engineering Industries Limited is a well renowned Original Equipment Manufacturer & Supplier of Auto Components to the Leading Automobile Manufacturers.

 

Hema Engineering Industries has specialized in mass production in Sheet Metal and other tubular components with core competency of surface treatment like Powder Coating, painting, Electroplating.

 

The company has more than 6 factories in North & South India and offices at different places in India to cater automobile manufacturers in most part of India.

 

The company adopts World Class Manufacturing Practices and International Standards on Quality Management, Environment Management, Occupational Health & Safety Management, Energy Management and Sea Worthy Packaging. The Quality Management System is ISO TS 16949: 2002 certified system and Environment Management System is ISO14000 certified system by AQSR .The products confirms to Japanese Industrial Standards and various applicable National and International Standards.

 

Products

 

Heating Ovens                                      

Highly effective, efficient, safe and decorative heating system using waste wood or coal for fire and heating the room. System has the ability to start the fire/heating in seconds, control the fire/heating and cease the fire/heating in seconds.

Product has wide acceptability in European & Russian countries used for heating the homes/office areas.

Products are with sheet metal fabricated body equipped with insulating & firebricks for safe usage and available in Black, Mutable Grey and white color and in stone finish.

Products confirm to various national and international product and safety norms like DIN 18890.

 

Bathroom Radiators

Highly effective, efficient, safe and decorative heating system using hot water for heating & drying the toiletry clothes. System takes hot water from centralized heating unit and heats the room through heat dissipation by hot water circulation. System has the ability to control the heating through hot water circulation valve and is equipped with an Air Bleed valve for safe functioning of the system.

Products are highly decorative by invisible weld joints and white powder coated or plated surface finish. Company also offers the free choice of colors as per customer requirement on extra cost.

Product has wide acceptability in European & Russian countries used for heating bathrooms and drying the toiletry clothing.

Products are made from steel tubes and have invisible weld joints available in wall mounting / floor mounting configuration and safe up to 13 bar water pressure available in many sizes and shapes.

Products confirm to various national and international product and safety norms like EN 442.

 

Steel Panel Radiators 

Highly effective, efficient, safe and robust heating system using hot water for heating homes / Office area. System takes hot water from centralized heating unit and heats the surroundings through heat dissipation by hot water circulation. System has the ability to control the heating through hot water circulation valve and is equipped with an Air Bleed valve for safe functioning of the system.

Products are highly robust and durable available in multiple choice of sizes and configurations.

 

LENGTH: 400-to3000 mm

HEIGHT: 300 t0 900 mm

WIDTH: 59 to 147 mm (1 conductor with no Convector to 3 conductor & 3 convectors) I/P & O/P: Floor mounted (Sides / Center), Wall Mounted

 

Products are made from steel strips, which are formed to fins shape, then spot welded to make the fins and then seam welded around the periphery to make conductor plate. Radiators are phosphated and powder coated in white (RAL 9010) with flat surface (Optional), tested at 13 bars.

 

Products confirm to various national and international product and safety norms like DIN 55900.

 

Aluminium Radiators

State of Art Technology of heating system using hot water for heating homes / office area. system takes hot water from centralized heating unit and heats the surroundings thought heat dissipation by hot water circulation. system has the ability to control the heating thought hot water circulation valve and is equipped with an air bleed value for safe functioning of the system.

Products are made of Aluminium having high ability of heat dissipation. Aluminium Radiators are made from die casting of Aluminium and have the ability of add on modular block to suit the length and width of room & can be rearranged when ever required.

Products confirm to various national and international product and safety norms like EN 442.

 

Key Personnel

 

Company has appointed Mr. Chandresh Jajoo as Managing director. He is an engineering Graduate with 15 years experience in manufacturing field and belongs to a well known Industrial House having its Presence in automobile and engineering products.             

 

Company has appointed Mr. Mannuel Pando Jurado as Joint Managing Director. He is an Engineering Graduate with 20 years experience in manufacturing & Marketing. He is running his well established business in the Europe.

 

Company has appointed Mr. Naveen Kapoor as Director Operations & Import / Export. He is a Commerce Graduate with 15 years experience in techno-commercial field. He had been behind a number of project conceptualization to execution.

 

Company has appointed Mr. Kartikay Saini as Asst. vice President to look after the entire day to day administration and operations of the company. He is an Engineering Post Graduate and a MBA . He is also Chairperson of The Scottish High International School and the Unit Head of Tobu India Private Limited.

 

Company has appointed Mr. Bharat Bhushan Juneja as Deputy General Manager. He is an Engineering Post Graduate  having 15 years experience in Production, QC, R&D, Vendor Development, Product Certification, Liasoning with Product & Systems Certification bodies.

 


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.44.49

UK Pound

1

Rs.85.71

Euro

1

Rs.58.53

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

2

PAID-UP CAPITAL

1~10

3

OPERATING SCALE

1~10

2

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

5

--PROFITABILIRY

1~10

-

--LIQUIDITY

1~10

4

--LEVERAGE

1~10

4

--RESERVES

1~10

3

--CREDIT LINES

1~10

3

--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

 

26

 

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

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

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

 

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