MIRA INFORM REPORT

Report Date :

06.03.2013

IDENTIFICATION DETAILS

Name :	TATA CAPITAL LIMITED [w.e.f. 08.05.2007]
Formerly Known As :	PRIMAL INVESTMENTS AND FINANCE LIMITED
Registered Office :	One Forbes, Dr. V. B. Gandhi Marg, Fort, Mumbai – 400001, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	08.03.1991
Com. Reg. No.:	11-60670
Capital Investment / Paid-up Capital :	Rs.25423.800 Millions
CIN No.: [Company Identification No.]	U65990MH1991PLC060670
TAN No.: [Tax Deduction & Collection Account No.]	MUMP08794C
PAN No.: [Permanent Account No.]	AADCP9147C
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Subject Offers Fund and Fee-Based Financial Services.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

A (62)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 107000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a subsidiary of ‘Tata Sons Limited’. It is a well established and a reputed company having a fine track record. Financial position of the company appears sound and healthy. Directors are reported to be well experienced and knowledgeable businessmen. Trade relations are reported as trustworthy. Business is active. Payments are regular and as per commitments. The company can be considered good for business dealings at usual trade terms and conditions.

NOTES :

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

ECGC Country Risk Classification List – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

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	CRISIL
Rating	AA + [Preferences Share Issue]
Rating Explanation	High degree of safety and very low credit risk.
Date	31.08.2012

Rating Agency Name	CRISIL
Rating	A1 + [Commercial paper programme]
Rating Explanation	Very strong degree of safety and lowest credit risk.
Date	31.08.2012

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.

LOCATIONS

Registered Office :	One Forbes, Dr. V. B. Gandhi Marg, Fort, Mumbai – 400001, Maharashtra, India
Tel. No.:	91-22-67459000
Fax No.:	91-22-66106722
E-Mail :	sailesh.rajadhyaksha@tatacapital.com contactus@tatacapital.com
Website :	http://www.tatacapital.com

DIRECTORS

AS ON 19.07.2012

Name :	Mr. Farrokh Kaikhushru Kavarana
Designation :	Director
Address :	CCI Chambers, 5^th Floor, Dinshaw Vaccha Road, Mumbai – 400020, Maharashtra, India
Date of Birth/Age :	17.03.1944
Date of Appointment :	13.04.2007
Din No.:	00027689
Name :	Mr. Ishaat Rayasat Hussain
Designation :	Director
Address :	222-A, NCPA Apartments, Nariman Point, Mumbai – 400021, Maharashtra, India
Date of Birth/Age :	02.09.1947
Date of Appointment :	13.04.2007
Din No.:	00027891
Name :	Mr. Farokh Nariman Subedar
Designation :	Director
Address :	1, Wadia Building, 6 Babulnath Road, Mumbai – 400007, Maharashtra, India
Date of Birth/Age :	24.09.1955
Date of Appointment :	11.03.1997
Din No.:	00028428
Name :	Mr. Hoshang Noshirwan Sinor
Designation :	Director
Address :	764-F, Sarosh Court, Tilak Road Dadar, Mumbai – 400014, Maharashtra, India
Date of Birth/Age :	05.12.1944
Date of Appointment :	17.06.2008
Din No.:	00074905
Name :	Mrs. Janki Amarnath Ballabh
Designation :	Director
Address :	Flat No.605, Versova Vinayak CHS., Near Versova, Telephone Exchange, Versova, Andheri (West), Mumbai – 400053, Maharashtra, India
Date of Birth/Age :	24.10.1942
Date of Appointment :	17.06.2008
Din No.:	00011206
Name :	Mr. Praveen Purshottam Kadle
Designation :	Director
Address :	224, NCPA Apartment, Nariman Point, Mumbai – 400021, Maharashtra, India
Date of Birth/Age :	21.01.1957
Date of Appointment :	13.04.2007
Din No.:	00016814

KEY EXECUTIVES

Name :	Ms. Sarita Ganesh Kamath
Designation :	Secretary
Address :	11/192, Asha Canbank Employees CHS Garodia Nagar, Ghatkopar (East), Mumbai-400077, Maharashtra, India
Date of Birth/Age :	02.04.1978
Date of Appointment :	27.03.2012
Pan No.:	00011206

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 19.07.2012

NOTE: SHAREHOLDING DETAILS FILE ATTACHED.

AS ON 19.07.2012

Equity Share Breakup	Percentage of Holding
Category
Bodies corporate	94.12
Directors or relatives of directors	0.06
Other top fifty shareholders	5.58
Others	0.24
TOTAL	100.00

BUSINESS DETAILS

Line of Business :

Subject Offers Fund and Fee-Based Financial Services.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Reserve Bank of India

Facilities :

Secured Loan	As on 31.03.2012 [Rs. in Millions]	As on 31.03.2011 [Rs. in Millions]
Bonds/Debentures
Privately Placed Non-Convertible Debentures	0.000	9736.600
Public issue of Non-Convertible Debentures	0.000	1623.800
Term loans From Banks	0.000	21892.900
Loans repayable on demand From Banks
Working capital loan repayable on demand	0.000	12925.000
Bank Overdraft	0.000	5434.300
Other loans and advances
Term Loans From Banks	0.000	1000.000
TOTAL	0.000	52612.600
Unsecured Loan	As on 31.03.2012 [Rs. in Millions]	As on 31.03.2011 [Rs. in Millions]
Non-Convertible Subordinated Debentures	0.000	8730.900
Non-Convertible Perpetual Debentures	0.000	16.500
From Banks	0.000	7500.000
Deposits Inter Corporate Deposit	0.000	71.500
From Banks Working capital loan repayable on demand	0.000	1500.000
Deposits Inter Corporate Deposit	420.000	400.000
Term Loans From Banks	0.000	5000.000
Commercial paper * *(Net of unamortized discount of Rs 456.500 Millions ( As at March 31, 2011 Rs 438.800 Millions)	7943.500	18431.200
TOTAL	8363.500	41650.100

Banking Relations :	--
Financial Institution :	IL and Fs Trust Company Limited, IL and Fs Financial Centre, Plot No. C-22, G Block, Bandra Kurla Complex, Bandra (East), Mumbai-400051, Maharashtra, India
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountant
Address :	12, Annie Besant Road, Opposite Shiv Sagar Estate , Worli, Mumbai – 400018, Maharashtra, India
PAN No:	AACFD4815A
Associates/Subsidiaries :	· Tata Capital Financial Services Limited [U67100MH2010PLC210201] · Tata Securities Limited [U67120MH1994PLC080918] · Tata Capital Housing Finance Limited [U67190MH2008PLC187552] · TC Travel And Services Limited [U63040MH2008PLC187559] · TT Holdings and Services Limited [U65921TN2006PLC061442] · T Sec Commodities Broking Limited [U51109MH2009PLC189466] · Tata Infrastructure Capital Limited [U67190TN2010PLC076545] · Tata Cleantech Capital Limited [U65923MH2011PLC222430] · Tata Capital Pte Limited (Singapore) · Tata Capital Advisors Pte Limited (Singapore) · Tata Capital Markets Pte Limited (Singapore) · Tata Capital Plc U.K.

CAPITAL STRUCTURE

AS ON 19.07.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
4750000000	Equity Shares	Rs.10/- each	Rs.47500.000 Millions
2500000	Redeemable Non Cumulative Preferences Shares	Rs.1000/- each	Rs.2500.000 Millions
3000000000	Compulsorily Convertible Preferences Shares	rs.10/- each	Rs.30000.000 Millions
	Total		Rs.80000.000 Millions

Issued Capital :

No. of Shares	Type	Value	Amount
2551092570	Equity Shares	Rs.10/- each	Rs.25510.900 Millions

Subscribed Capital :

No. of Shares	Type	Value	Amount
2551018170	Equity Shares	Rs.10/- each	Rs.25510.200 Millions

Paid-up Capital :

No. of Shares	Type	Value	Amount
2551018170	Equity Shares	Rs.10/- each	Rs.25510.200 Millions
	Less: Loan given to “TCL Employees Welfare Trust”		Rs.80.200 Millions
	Less: Loans to Employees		Rs.6.200 Millions
	Total		Rs.25423.800 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		25423.800	24951.500	20934.932
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1506.600	1467.200	750.049
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		26930.400	26418.700	21684.981
LOAN FUNDS
1] Secured Loans		0.000	52612.600	65669.352
2] Unsecured Loans		8363.500	41650.100	32709.605
TOTAL BORROWING		8363.500	94262.700	98378.957
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		35293.900	120681.400	120063.938
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		12.300	2506.200	1741.978
Capital work-in-progress		0.000	44.600	87.903
INVESTMENT		34784.200	31818.200	18117.475
DEFERREX TAX ASSETS		1.300	183.000	71.425
INTANGIBLE ASSETS UNDER DEVELOPMENT		0.000	25.900	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	160.700	252.300	108.895
	Cash & Bank Balances	351.300	212.800	237.657
	Other Current Assets	4.000	1335.900	2435.656
	Loans & Advances	782.500	133588.300	101583.435
Total Current Assets		1298.500	135389.300	104365.643
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	712.300	1833.100	1332.400
	Other Current Liabilities	82.600	47042.300	3454.003
	Provisions	7.500	410.400	23.684
Total Current Liabilities		802.400	49285.800	4810.087
Net Current Assets		496.100	86103.500	99555.556
MISCELLANEOUS EXPENSES		0.000	0.000	489.601
TOTAL		35293.900	120681.400	120063.938

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue From Operations	81.200	1922.400
		Profit on Sale of Long Term Investments	1410.600	52.700	13232.300
		Income From Financing Activity	0.000	13458.500
		Other Income	628.700	813.200	560.300
		TOTAL (A)	2120.500	16246.800	13792.600
Less	EXPENSES
		Employee Benefits Expenses	312.100	1442.800	1254.600
		Other Operating Expenses	158.900	3464.300	2975.600
		Amortization of Expenses	6.400	213.900	247.100
		TOTAL (B)	477.400	5121.000	4477.300
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1643.100	11125.800	9315.300
Less	FINANCIAL EXPENSES (D)		487.200	9837.700	8424.500
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION (C-D) (E)		1155.900	1288.100	890.800
Less/ Add	DEPRECIATION (F)		3.300	255.200	138.000
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		1152.600	1032.900	752.800
Less	TAX (H)		188.400	319.200	239.700
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		964.200	713.700	513.100
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		NA	82.600	86.000
Less	APPROPRIATIONS
		Transfer to Special Reserve		142.700	102.600
		Transfer to Debenture Redemption Reserve		571.000	410.500
		Proposed Dividend on Preference Shares	NA	0.000	3.700
		Excess provision for preference share dividend (including tax there on) reversed		0.000	(0.300)
	BALANCE CARRIED TO THE B/S		NA	82.600	82.600
	Earnings / (Loss) Per Share (Rs.)
	Basic		0.39	0.36	0.43
	Diluted		0.38	0.33	0.24

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	45.47	4.39	3.72
Net Profit Margin (PBT/Sales)	(%)	77.26	6.69	5.69
Return on Total Assets (PBT/Total Assets}	(%)	87.93	0.74	0.71
Return on Investment (ROI) (PBT/Networth)		0.04	0.04	0.03
Debt Equity Ratio (Total Debt/Networth)		0.31	3.57	4.54
Current Ratio (Current Asset/Current Liability)		1.62	2.75	21.70

LOCAL AGENCY FURTHER INFORMATION

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	No
9]	Name of person contacted	No
10]	Designation of contact person	No
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	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
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	Yes
30]	Major Shareholders, if available	Yes
31]	PAN of Proprietor/Partner/Director, if available	No
32]	Date of Birth 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

NOTE:

The registered office of the company has been shifted from to Ewart House, 3^rd Floor, 22, Homi Mody Street, Mumbai-400001, Maharashtra, India the present address w.e.f.31.03.2008.

BACKGROUND:

Subject is a subsidiary of Tata Sons Limited ("TSL"). Tata Capital had made an application to the Reserve Bank of India ("RBI") to register itself as a Core Investment Company ("CIC") in terms of RBI's Notifications dated August 12, 2010 and January 5, 2011 approval for which was received on May 14, 2012.

For the purpose of converting itself into a CIC, Tata Capital has transferred its non-CIC business to Tata Capital Financial Services Limited ("TCFSL"), at book value, with effect from April 1, 2011, pursuant to a Scheme of Arrangement ("Scheme") under Sections 391 - 394 of the Companies Act, 1956 ("the Act"), between Tata Capital and TCFSL. The Scheme has been sanctioned by the Hon'ble High Court of Bombay and has become effective on March 27, 2012. TCFSL is a wholly owned subsidiary of Tata Capital and is registered with the RBI as a Non Banking Financial Company ("NBFC").

Currently, Tata Capital carries on the businesses which are permitted by the RBI for being carried on by a CIC. Prior to the Scheme becoming effective, Tata Capital was engaged in the businesses permitted for NBFCs and offered a wide range of fund and fee-based financial services to its customers. These businesses are now carried on through its wholly owned subsidiary TCFSL.

INDUSTRY AND ECONOMIC SCENARIO

Globally, the US economy continues to show signs of modest recovery and the large scale infusion of liquidity by central banks in the Euro zone has temporarily reduced liquidity related stress in the global financial markets. Domestically, the state of the economy is a matter of concern. Though inflation has moderated, it continues to be sticky, despite a slowdown in growth.

Indian GDP growth slowed down to a nine year low of 6.5% for the Financial Year ("FY") ended March 31, 2012. The Central Government's fiscal deficit, which had narrowed to 2.5% of GDP in FY 2007-08 from 6% in FY 2001-02, reverted to 5.9% in FY 2011-12. The FY 2012 - 13 budget projects a fiscal deficit of 5.1% of GDP but the achievement of the same is dependent on sale of equity stakes in public sector undertakings, controlling the subsidy grants, reducing the trade deficit and improving the tax collections. Easing the monetary policy may not be the solution for the RBI, as lower interest rates would fuel consumption demand, worsening the demand-supply imbalance, thereby increasing inflation and the current account deficit. The government would therefore, need to work towards reducing the fiscal deficit and to pursue structural reforms and eliminate supply-side bottlenecks.

Liquidity conditions were tight throughout FY 2011-12 on account of lower domestic capital formation and more than 20% depreciation in the Rupee, forcing RBI intervention in foreign exchange markets. The liquidity shortfall breached the RBI threshold of +/- 1% of Net Demand and Time Liabilities in November 2011. The RBI, in addition to injecting liquidity through the Liquidity Adjustment Facility window, injected some primary liquidity into the banking system by reducing the CRR by 125 basis points. The tight liquidity conditions in the banking sector provided a window of opportunity for NBFCs to grow. It is estimated that the NBFC sector will record a 39% credit growth in FY 2011 - 12.

The Indian economy does not lack potential and can easily go back to growth rates of 8.5% +, if the reform agenda is pursued in a structured manner. However, it appears that governance and policy issues are likely to occupy a large part of the public debate in the coming year.

The year ahead will be challenging for the Company on the interest rate front but growth potential for the business is expected to remain robust.

MANAGEMENT ANALYSIS AND DISCUSSIONS OF THE COMPANY AND ITS SUBSIDIARIES

BRIEF REVIEW OF THE COMPANY SINCE COMMENCEMENT OF OPERATIONS

Tata Capital began operations in September 2007, as a systemically important non-deposit accepting non-banking financial company. From an initial focus on corporate and retail lending business and equity broking, the Company has, in a short span of four years, through the services offered by its subsidiaries and associates, today become a full services financial company catering to the multiple needs of retail, corporate and institutional customers.

The suite of offerings of Tata Capital and its subsidiaries for the retail customer, broadly referred to as the 'Consumer Finance and Advisory Business', ranges from consumer loans such as - Auto Loans, Home Loans, Personal Loans, Loans Against Property and Loans Against Securities, to investment services such as - Investment Advisory, Equity Broking and Wealth Management.

The corporate offerings of Tata Capital's subsidiaries, aim to help small, mid and large companies achieve their financial goals by providing a range of customized and structured loans and financial advisory services. These include Commercial Finance, Infrastructure Finance and Investment Banking. Tata Capital is also a sponsor and investment manager of various Private Equity funds which identify, finance and nurture companies with growth potential. By playing a developing role, beyond the role of a financial investor, the Funds aim to create value in the investee companies by supporting them in areas like strategy, business development, marketing, manufacturing, technology and overall growth of their operations. Additionally, Tata Capital's subsidiaries also provides Forex and Travel-related services to its retail and corporate customers, and offers White Label Credit Cards, in association with SBI-GE, and White Label Travel Cards, in association with Axis Bank, under the brand of Tata Cards.

Pursuant to the Scheme becoming effective from April 1, 2011 and upon receipt of the Certificate of Registration as a Core Investment Company from the RBI on May 14, 2012, the activities of Tata Capital now are those permitted by the RBI for CICs and principally include making/holding investments in and lending to subsidiaries/associate companies/other group companies and investing in and managing the Private Equity Funds set up by Tata Capital.

REVIEW OF SUBSIDIARIES AND ASSOCIATE COMPANIES:

As on March 31, 2012, Tata Capital had the following subsidiaries, brief details of whose performance is given below. Further, a statement containing brief financial details of each of the subsidiaries for the Financial Year ended March 31, 2012.

SUBSIDIARIES:

TATA CAPITAL FINANCIAL SERVICES LIMITED ("TCFSL")

TCFSL is a wholly owned subsidiary of the company, registered with the RBI as an NBFC. As stated earlier, the non CIC business of Tata Capital, under the scheme was transferred to TCFSL with effect from April 1, 2011. Pursuant to this transfer, all the fund based and fee based activities (except private equity and investment advisory services) hitherto carried on by Tata Capital are now carried on by TCFSL. TCFSL has two main areas of business viz. Corporate Finance and Consumer Finance.

TCFSL's Gross Income for FY 2011-12 was Rs. 22170.000 Millions and its Profit after Tax was Rs. 1690.000 Millions. Since TCFSL was incorporated only in November 2010 and the above business transfer was made with effect from April 1, 2011, the financial results of TCFSL for FY 2011-12 are not comparable with those for FY 2010-11. The quality of TCFSL's book in FY 2011-12 has been robust with Gross and Net NPAs at 1.29% and 0.95% respectively.

TCFSL has, during the year, offered innovative and customized loan products to select customers and has also successfully carried out debt syndication for its corporate clients.

TATA SECURITIES LIMITED ("TATA SECURITIES")

Tata Securities, a wholly owned subsidiary of the Company, is engaged in the business of stock broking, depository participant services, portfolio management services and distribution of mutual fund units and third party products. It is a member of the National Stock Exchange of India Limited ("NSE") in the cash, derivatives, currency derivatives and wholesale debt market segments and of the Bombay Stock Exchange Limited ("BSE") in the cash and derivative segments. Tata Securities is also a Depository Participant of the National Securities Depository Limited ("NSDL") and the Central Depository Services (India) Limited ("CDSL").

During the year, Tata Capital Markets Limited ("TCML"), a wholly owned subsidiary of Tata Capital, engaged in merchant banking activities, was amalgamated with Tata Securities, with effect from May 16, 2011 in view of the commonality of business interests and the synergetic linkages between TCML and Tata Securities and also to derive the advantages of vertical integration of operations of both the companies. The Scheme of Amalgamation was sanctioned by the Hon'ble High Court of Judicature at Bombay on November 18, 2011 and became effective on January 6, 2012. The said amalgamation has also been approved by SEBI, the Stock Exchanges and Depositories. The amalgamation will enable appropriate consolidation of the activities of TCML with Tata Securities, with pooling and more efficient utilization of resources, greater economies of scale, reduction in overheads and expenses and improvement in various operating parameters. SEBI has issued a Merchant Banking license to Tata Securities by substituting its name for the name of TCML in the Certificate of Registration as Merchant Banker on February 28, 2012.

During the year, Tata Securities has reported Gross Income of Rs. 226. 000Millions (Previous Year: Rs. 211.000 Millions) and a Net Loss of Rs. 156.000 Millions (Previous Year: Net Loss of Rs. 77.000 Millions). The loss in FY 2011 -12 was mainly due to the shrinking of brokerage income owing to the institutional equity broking business not expanding in terms of sourcing of new clients as was estimated, the ramp up of the franchisee business for retail equity broking not materializing to the desired level and provision being made for non-payment of dues by a client.

TATA CAPITAL HOUSING FINANCE LIMITED ("TCHFL")

TCHFL is a wholly owned subsidiary of Tata Capital, registered with the National Housing Bank ("NHB") to carry on housing finance activities. TCHFL offers a range of Housing Loans and Loans against Property to various segments of society viz. salaried individuals, self employed individuals, self employed professionals, non-individual entities, etc.

During the year, TCHFL recorded strong growth in its loan book and profits. In FY 2011-12, TCHFL disbursed Mortgage Loans amounting to Rs. 16530.000 Millions (Previous year: Rs. 6620.000 Millions). This includes Housing Loans of Rs.13040.000 Millions and represents an increase of 169% over the previous year. TCHFL's loan portfolio stood at Rs.21370.000 Millions on March 31, 2012. As at March 31, 2011: Rs. 6960.000 Millions), representing an increase of 207%. During FY 2011-12, TCHFL recorded Gross Income of Rs. 1710.000 Millions (Previous year: Rs. 410.000 Millions) and Profit after Tax of Rs. 76.000 Millions, (Previous year: Rs. 16.000 Millions). With stable asset quality, the Gross NPA and Net NPA were only 0.27% and 0.23% respectively as at March 31, 2012.

TC TRAVEL AND SERVICES LIMITED ("TCTSL")

TCTSL, a wholly owned subsidiary of Tata Capital, is primarily engaged in the business of ticketing and travel related services. During the year ended March 31, 2012, TCTSL successfully managed the stiff competition and dynamic pricing in the industry. At the same time, it geared itself to manage the increasing scale of operations.

During the year , TCTSL went online with air ticket bookings on centrally located servers. This was one more step towards Business Selling Directly to Customers (B2C) model.

During FY 2011-12, TCTSL operated from 8 branches and achieved a ticketing turnover of Rs.1720.000 Millions, which was 10% higher over the previous year. It recorded Gross Income of Rs. 100.000 Millions (Previous Year: Rs. 10 Millions) and Loss After Tax of Rs. 7.000 Millions (Previous Year: Profit of Rs. 17.000 Millions).

TT HOLDINGS AND SERVICES LIMITED ("TTHSL")

TTHSL, a wholly owned subsidiary of Tata Capital, holds a 'Full Fledged Money Changer' license from the RBI and has a network of 28 branches across the country. The principal business of TTHSL is to provide money changing services to corporate for meeting the foreign exchange requirements of their employees travelling abroad. TTHSL is also engaged in selling Traveller's Cheques of American Express Bank and Travel Card of Axis Bank and Citibank to its customers. During the year, TTHSL has increased its branch presence by opening 7 new branches. During FY 2011-12, TTHSL was amongst the top five sellers of American Express Traveller's Cheques in India.

During the year, TTHSL has recorded Income of Rs. 158.000 Millions (Previous Year: Rs. 109.500 Millions) and Profit After Tax of Rs. 1.000 Millions (Previous Year: Rs. 7.000 Millions).

T SEC COMMODITIES BROKING LIMITED ("TSCBL")

TSCBL, a wholly owned subsidiary of Tata Capital, was formed with the objective of carrying on the business of commodities broking. It is yet to commence its business activity.

TATA INFRASTRUCTURE CAPITAL LIMITED ("TICL")

TICL, a wholly owned subsidiary of Tata Capital, was incorporated on July 9, 2010 in pursuance of a Notification issued by the RBI introducing a new category of NBFCs as Infrastructure Finance Companies which would be entitled to raise long term funds in a more cost effective manner from domestic and international sources. TICL is yet to be registered with the RBI and has not commenced any business activity.

TATA CLEANTECH CAPITAL LIMITED ("TCCL")

TCCL, a wholly owned subsidiary of Tata Capital was incorporated on September 27, 2011. Tata Capital has entered into a joint venture agreement with International Finance Corporation ("IFC"), Washington, on November 19, 2011, whereby IFC will invest in TCCL. TCCL will be engaged in the business of financing renewable energy, energy efficient and waste management projects as well as in providing advisory services. TCCL has made an application to the RBI for being registered as an NBFC and approval of the same is awaited. TCCL has not commenced any business activity.

TATA CAPITAL PTE. LIMITED ("TCPL"), SINGAPORE AND ITS SUBSIDIARIES VIZ. TATA CAPITAL ADVISORS PTE. LTD. ("TCAPL"), SINGAPORE, TATA CAPITAL MARKETS PTE. LIMITED ("TCMPL"), SINGAPORE AND TATA CAPITAL PLC. ("TCPLC"), U.K.

TCPL, a wholly-owned subsidiary of Tata Capital, has been established in Singapore as the International Headquarters of Tata Capital and is responsible for Tata Capital's international presence and activities. As an adjunct to the India business, TCPL, either on its own or through its subsidiaries, is engaged in activities such as fund management, corporate finance advisory and distribution and investments in debt papers. In addition, TCPL continues to scout for business opportunities in the management of and investment in Business Trusts, Investment Trusts and Real Estate Investment Trusts. TCPL also works closely with the government agencies of Singapore to actively support development of economic activities along the Singapore - India corridor. During the year, TCPL signed an MoU with the Singapore Economic Development Board ("EDB") to selectively connect EDB to Tata Capital's customers in India, who may be interested in setting up their international operations in / out of Singapore.

TCAPL, a wholly owned subsidiary of TCPL incorporated in Singapore in 2008, holds a Capital Markets Services (CMS) license, under the Securities and Futures Act of Singapore, to conduct the regulated activities of fund management. TCAPL acts as fund manager to all the offshore Private Equity Funds set up by TCPL.

Tata Capital Markets Pte. Limited ("TCMPL"), another wholly owned subsidiary of TCPL, was incorporated in Singapore in 2008. TCMPL commenced business during the year as an entity exempted from the requirement of holding a CMS license, under the Securities and Futures Act of Singapore, for undertaking business in advising on corporate finance activities. TCMPL, subject to necessary regulatory clearances and approvals, plans to grow into a full-fledged investment banking house, catering to both listed and private companies in their fund raising activities and other corporate actions.

TCPLC, also a wholly owned subsidiary of TCPL, incorporated in the UK, is authorized by the Financial Services Authority, UK, (the financial services regulatory authority in UK), to carry on regulated activities such as giving investment advice to customers, assisting in placing debt and equity instruments with investors and negotiating terms for merger and acquisition transactions. The other activities of TCPLC cover marketing services provided to TCAPL.

During the year, TCPL recorded consolidated Gross Income of US$ 17.6 million (Rs. 850.000 Millions). Profit Before Tax of US$ 5.8 million (Rs. 280.000 Millions) and Profit After Tax of US$ 63.7 million (Rs. 310.000 Millions) (US $ translated to Rs. at exchange rate prevailing on March 31, 2012.)

FIXED ASSETS

· Building

· Leasehold Improvement

· Furniture and fixtures

· Computers Equipment

· Office Equipment

· Vehicles

· Construction equipment

· Plant and Machinery

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 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.54.65
UK Pound	1	Rs.82.65
Euro	1	Rs.71.21

INFORMATION DETAILS

Report Prepared by :

TPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	6
--CREDIT LINES	1~10	8
--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
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		62

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.