MIRA INFORM REPORT

 

 

Report Date :

03.01.2007

 

IDENTIFICATION DETAILS

 

Name :

ANUTONE ACOUSTICS LIMITED

 

 

Registered Office :

No. 34, Visweswarah Industrial Area, 3rd Mahadevapuram, White Field Road, Bangalore-560048

 

 

Country :

India

 

 

Financials (as on) :

31.03.2005

 

 

Date of Incorporation :

15.05.2001

 

 

Com. Reg. No.:

08-29012

 

 

CIN No.:

[Company Identification No.]

U20239KA2001PLC029012

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

BLRS04888C

 

 

PAN No.:

[Permanent Account No.]

AADCA1269K

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

Manufacturers of Acoustical Panels and Boards

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

USD 50000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well-established and reputed company having satisfactory track. Directors are reported as experienced and respectable businessmen. Trade relations are fair. Business is active. Payments are usually correct and as per commitments.

 

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

 

LOCATIONS

 

Registered Office :

No. 34, Visweswarah Industrial Area, 3rd Mahadevapuram, White Field Road, Bangalore-560048, India

 

 

Head/ Corporate Office :

Sai Darshan, 231, 7th Cross, Indira Nagar, 1st Stage, Bangalore-560038, Karnataka, India

Tel. No.:

91-80-25202803/ 2522804

Fax No.:

91-80-25203115

E-Mail :

info@anutone.com

 

 

Regional Offices :

WEST

 

Sai Prasad, 202, 4th Road, Khar (W),Mumbai - 400 052

Tel. : 91-22- 2649 9732

Fax No.: 91-22- 2646 5023

Email : mumbai@anutone.com

 

NORTH

Sai Krupa, 63 Masjid Road, Jungpura Bhogal, New Delhi - 110 014

Tel. No.: 91-11-2437 8061

Fax No.: 91-11-2437 4848

Email : delhi@anutone.com

 

SOUTH

Sai Leela, 71, F024 Stonedge Tower, 1st Avenue, Ashok Nagar, Chennai - 600 083

Tel. No.: 91-44- 2474 0907

Fax No.: 91-44- 2474 0908

Email : chennai@anutone.com

 

 

Dealers :

SOUTH INDIA

BuildCraft Interiors Private Limited
A1-14 Nelson Chambers, 115 Nelson Manickiam Road, Chennai - 600029

Tel. No.: 91-44- 5612 0772

Email : buildcraft@vsnl.com

 

Premier Agencies,
18 Raghava Ratna Towers, Chirag Ali Lane, Hyderabad - 500 001

Tel. No.: 91-40- 2320 4444

Email : premier_hyderabad@rediffmail.com

 

Cauvery Buildtech Private Limited
R.V. House, Tata Oil Mills Road, Near Power House,Kochi - 682 018

Tel. No: 9148 4239 1723 / 4239 4031

Email : cauvery@md5.vsnl.net.in

 

WEST

Creations
Block 5, Pooja Apartments, Pandurang Colony, Erandavana, Pune -411038

Tel. No.: 91-20- 2544 6420 / 2545 7558

Email : sanjaydiwan@creations.net.in

 

NORTH

Navyug Traders
B-153 Mansarover Gardens, New Delhi - 110 015

Tel. No.: 91-11- 5100 9049

Email : navyugtraders_r@yahoo.com

 

EAST

Bose Electro Acoustics Private Limited
98, 1/1A/75, Kailash Ghosh Road, Sakher Bazar,Kolkata - 700 008

Tel. No.: 91-33- 2494 6080

Fax No.: 91-33- 2494 0768

 

DIRECTORS

 

Name :

Mr. Sandeep Mittal

Designation :

Director

Age :

44 years

Qualification :

Graduate from Kolkata University

 

 

Name :

Mrs. Priyadarshini Mittal

Designation :

Director

 

 

Name :

Mrs. Bindu Mittal

Designation :

Director

Age :

35 years

Qualification :

Engineering Graduate

 

 

Name :

Prabhas Chandra Bansal

Designation :

Director

Age :

51 years

Qualification :

Engineering Graduate

 

 

MAJOR SHAREHOLDERS

 

Names of Shareholders

 

Percentage of Holding

Directors and Family Associates

 

100.00

 


 

BUSINESS DETAILS

 

Line of Business :

Manufacturers of Acoustical Panels and Boards

 

GENERAL INFORMATION

 

No. of Employees :

30

 

 

Bankers :

Punjab National Bank, Citi Branch, Bangalore-2, India

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

R. Murali Associates, Bangalore

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

250000

Equity Shares

Rs.10/- each

Rs.2.500 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

62000

Equity Shares

Rs.10/- each

Rs.0.620 millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

 

31.03.2005

31.03.2004

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

 

6.958

7.082

2] Share Application Money

 

0.000

0.000

3] Reserves & Surplus

 

6.095

1.012

4] (Accumulated Losses)

 

0.000

0.000

NETWORTH

 

13.053

8.094

LOAN FUNDS

 

 

 

1] Secured Loans

 

12.268

8.043

2] Unsecured Loans

 

0.000

0.000

TOTAL BORROWING

 

12.268

8.043

DEFERRED TAX LIABILITIES

 

0.355

0.191

 

 

 

 

TOTAL

 

25.676

16.328

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

 

17.382

12.119

Capital work-in-progress

 

0.000

0.000

 

 

 

 

INVESTMENT

 

0.014

0.014

DEFERREX TAX ASSETS

 

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

 

4.895

5.179

 

Sundry Debtors

 

15.605

5.627

 

Cash & Bank Balances

 

1.978

0.042

 

Other Current Assets

 

0.000

0.000

 

Loans & Advances

 

2.356

1.585

Total Current Assets

 

24.834

12.433

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

 

16.641

8.339

 

Provisions

 

 

 

Total Current Liabilities

 

16.641

8.339

Net Current Assets

 

8.193

4.094

 

 

 

 

MISCELLANEOUS EXPENSES

 

0.087

0.101

 

 

 

 

TOTAL

 

25.676

16.328

 


 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

 

31.03.2005

31.03.2004

Sales Turnover [including other income]

 

69.938

48.625

 

 

 

 

Profit/(Loss) Before Tax

 

7.980

3.765

Provision for Taxation

 

2.277

0.436

Profit/(Loss) After Tax

 

5.703

3.329

 

 

 

 

Export Value

 

4.511

0.381

 

 

 

 

Total Expenditure

 

61.958

44.860

 

KEY RATIOS

 

PARTICULARS

 

 

 

31.03.2005

31.03.2004

PAT / Total Income

(%)

 

8.15

6.85

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

 

11.41

7.74

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

 

18.90

15.33

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

 

0.61

0.46

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

 

2.21

0.02

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

 

1.49

1.49

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Subject is India’s foremost acoustics technology company in the speciality construction sector with advanced, innovative, application-oriented, techno-commercially superior products, systems and services based on American standards & Euro norms for Asian conditions - at Indian values

 

These meet the needs of the rapidly changing markets of -

v      Architectural acoustics

v      Noise management

v      Audio-Visual systems

 

to companies, institutions and individuals in India, Asia and the world.

 

The twin programmes, SoundSelec™ and Noizkon™, developed and powered by Subject, serve speciality construction verticals through design, supply, build solutions. They are the complete architectural acoustics and noise management value-chains from a one-stop, single-source Company that result in sound-conditioned spaces for intelligent buildings and noise-managed industries enabled by smart architecture. The SoundSelec™ & Noizkon™ programmes are realistic, and connect to the here and now.

The twin programmes, SoundSelec™ and Noizkon™, decipher acoustical and noise technology processes and maximise stakeholder value.

 

Subject’s SoundSelec™ and Noizkon™ programmes deliver complete architectural acoustics and noise management solutions from intent to reality through their Teams approach that truly realizes sound-conditioned and noise-managed spaces.

Totel™ - innovative acoustical services from design to validation

Excel™ - Inorganic Bonded Composites (IBC)-based acoustical systems

Absol™ - non-IBC, non-metal-based contract acoustical systems

Meta™ - metal-based noise management systems

Struct™ - project management and execution with superior SCM and logistics

 

Anutone®’s 360 degrees approach extends to -

Offices – BPOs, ITeS, tech parks

Performing spaces – multipurpose auditoria, sports stadia

Entertainment – retail malls, cinema multiplexes, night clubs

Education – classrooms, lecture halls

Healthcare – audiometry rooms

Hospitality – banquet halls, convention centres

Public places – assemblies, council halls, galleries

Worship places – churches, mosques, temples

Small venues – home theatres, listening rooms, studios

Transport – rail/road corridors, terminals

Industrial – mechanical services, light & heavy

Housing – economical comfortable housing

 

Anutone® enables construction teams to realize projects on time, every time

 

Government authorities

Clients – space developers, end-users

Architects & Designers

Structural Consultants

Services Consultants – HVAC, Electrical, Plumbing, Life Safety

Lighting Consultants

Acoustical & AV Consultants

Project Management Consultants

General Contractors & Sub-contractors

Anutone®’s SoundSelec™ and Noizkon™ programmes enable Design, Supply, Build solutions are guaranteed to perform. Objective testing post-install validates the pre-defined design parameters. A SoundSurety™ service warranty certificate accompanies every SoundSite (Project) where SoundSelec™ and Noizkon™ has been applied to Design, Supply or Build.

 

Reliability stems from a tradition that dates 1966, 40 years, and an establishment that commenced in 1982, 24 years. This makes subject a serious, long-term player in the acoustics and noise management marketplace. Subject is tried, tested & proven and the impressive track record is testimony.

 

Background

 

Anutone Acoustics Limited (Anutone®) is a closely held public limited company incorporated at Bangalore, India in 2001 under Chapter IX of the Indian Companies Act, 1956 by converting a registered partnership firm, SSS Wood Industries that was in the business of manufacturing wood wool boards since 1982. The founder is Virendra Nath Mittal (27.12.1927 – 28.08.1988) who pioneered the manufacture of wood wool boards in India at Anudyog, Kolkata since 1966.



Business of the Company

 

The present business of the company, since incorporation in 2001, is in the speciality construction sector to enable smart architecture to result in intelligent buildings. The business is enhancing hearing experiences in built spaces and the environment.

 

Traditionally, this was done mainly in cinemas and auditoria where the closed environment with high sound needed to be managed for better audibility and aural pleasure. Over the years, advancement in audio visual equipment, other entertainment technologies and transportation has necessitated development of various types of acoustical systems and services that enhance the quality of sound in any built space and the environment. Subject addresses the acoustical systems and services requirements in such areas.

 

Historically, the company developed acoustical systems based on Inorganic Bonded Composites (IBC) that are used in roofing, panelling, partitions and flooring for absorption and isolation of noise to make the aural environment a pleasurable experience. Alongside the traditional systems subject has developed an international class of non-IBC systems that meet the style needs of the contemporary environment. Subject has developed a Teams approach – Totel™ , Ekcel™ , Absol™, Meta™, Struct™ - of specialty systems and services that are unique in the market, both international and domestic, enjoying a great response and brand recall from consumers.

 

In January 2006, in its 5th year, Subject has successfully developed and deployed a unique software for the AEC community - architects, engineers, consultants - the SoundselecTM and NoiklonTM programmes that enables the desktop designing of great sounding spaces. SoundSelec™ and NoizkonTM addresses the current needs of the user community of providing complete value-chain solutions from design to installation.

 

Shortly, Subject will be launching another exciting website www.noizkon.com, that will enable the AEC community to design international-class noise-managed industrial facilities.

 

This has transformed subject into a one-stop, single source, turnkey corporate for everything in architectural acoustics and noise management and makes it one of its kind in India and Asia.

 

Board of Directors

 

The Board of Directors boasts of eminent personalities from the corporate world that represent expertise in building materials, noise management, financial management etc. The Anutone Board of Directors consists of –

Executive Directors

Mr. Sandeep Mittal, Director-Technical, 44, a graduate from Kolkata University, has single-handedly revived the wood wool board industry in India. With great interest and passion to become a leader in the line of activity, Mr. Sandeep Mittal has invented many innovative acoustical systems that are well received by the market.

 

He founded Soundesigns in 1999, an acoustical consulting firm. His involvement in the research and development of new and improved systems and services in architectural acoustics and noise management has brought him noticeable recognition among the experts in the field both in India and abroad. He founded Sandy Media in 1999 that publishes Theatre World and Sound Solutions, two international publications for the industry. Sandy Media also organises an annual show, ‘TAAL’.

He is a member of many professional associations and forum in the industry.

 

Mrs. Bindu Mittal, Director–Operations, 35, is an engineering graduate from Nagpur University. She has been instrumental in developing the management information systems for Anutone® and looks after the business operations of the company since 1998. She is based at Bangalore.

 

Mr. Prabhas Chandra Bansal, Director-Commercial, 51, is an engineering graduate from Punjab University. He joined the Board in July 2006 and looks after the commercial activities of the company. He is based at New Delhi.

 

Non-executive Directors

 

Dr. Ing. BVA Rao, Director, an eminent acoustician and prominent educationist, holds several professional degrees from India and Germany. He is International Director at the Vellore Institute of Technology. He advises the Board on architectural acoustics and noise management. He is the ex-president of the Acoustical Society of India. He is a member of many professional associations and forum in the industry. He is based at Bangalore.

 

Mr. S. Parthasarathy, Director, an engineering graduate from IIT Chennai, is an eminent personality in the building material industry. He is an independent consultant on the board of some prominent companies and ex-president, India Gypsum Limited. He advises the Board on building applications and systems marketing for the building material segment of the business. He is based at Chennai.

 

The Management

 

Though a closely held public limited company, the management is very professional. The top-tier management is well supported by qualified, experienced, and trained personnel in the Finance, HRD, R&D, Purchase, Marketing and other vital functions of the company.

 

Future Outlook

 

With the new TEAMS approach and the SoundSelec™ & Noizkon™ programmes the company offers the complete value-chain of design, supply, build (DSB) services. This includes consultancy services as part of its systems supply and site installation that makes it a total solution provider distinguishing itself from a pure product player or just a consulting or contracting firm thereby enjoying market acceptability and preference.

 

Subject is now on a fast-track growth path. All fundamentals, internal and external, are strong and favour the company to achieve unprecedented growth. Subject has consolidated its position since incorporation in 2001 to leap ahead. 

 

Market Analysis and Prospects

 

The Indian economy has been growing the fastest in the world along with China.

 

Since 2000, India has been recognized as a valuable investment destination by various international companies. These companies demand world-class infrastructure requirements in which acoustics also play a major role. Currently there has been a tremendous growth in quality of infrastructure, particular in the commercial infrastructure that house giant software developers, BPOs, call centres, and other IT enabled services. Firms in these lines of businesses employ a large number of staff, packed within a limited space in a sophisticated environment. With so many minds and mouths working in an office environment, acoustics play a very important role in providing much-needed comfort. Subject’s client list boasts of Fortune 500 bluechips that have set shop in India.

 

India is one of the largest entertainment markets in the world. Passion for cinema in India has been one of the highest in the world. Bollywood and its regional cousins show tremendous potential for growth that is obvious from the recognition given by the Government of India to this sector as an industry with tax benefits and institutional financing support. During the last few years, there has been an unprecedented demand for entertainment centres and shopping malls including multiplexes. Subject has been the major supplier to almost all the multiplexes in India and the company is well positioned to retain its position in this segment.

 

These changes, are spreading to other infrastructure facilities like colleges, schools, auditoriums, community halls, prayer halls (many in India), etc. and for a country as vast as India, the market size is big. It leaves no room to guess that there is a very good chance for the market booming to unprecedented levels in the next 5 years in all the above-mentioned segments. All this is further fuelled by the government allowing FDI in real estate.

 

Acoustics is a very vast field, having applications in very many areas. The above description covers only a certain portion of the acoustical market and there are many more potential areas that remain unexplored. There exists, a major market in industrial acoustics, where noise made in process areas require management.

 

In fact, acoustical systems in the advanced countries form a very big market on the noise control in surface transport. Acoustical technology is used on heavy traffic highways, flyovers, elevated rail tracks, subways, to reduce the noise impact by vehicular movement in built spaces. India, becoming on par with the international infrastructure, living and lifestyle, similar markets as existing in Europe and other markets, would be duplicated in India and the market size would expand rapidly.

 

Marketing Infrastructure

 

The marketing team of Subject is professional and well structured that can efficiently generate business and results to the company. The centralised controlling division is based at the Corporate Office at Bangalore. This controls the marketing management of the team that is located in the three regional offices at Mumbai, New Delhi, Chennai, representatives and authorised dealers in other cities and the export markets. All the offices are well equipped with IT infrastructure and connectivity. All team members are qualified and experienced with a similar industry background. The team is an ideal blend of youth, experience and technical capability.

 

Though necessary infrastructure in terms of manpower, training, promotion have already been made in these areas, as a matter of continuous process, Subject, expends a lot in its marketing activities. The company often conducts seminars, attends to the seminars conducted by others, and promotes its systems and services through newsletters of its own.

 

Other Special Features

 

v      An ISO 9001 2000 certified company.

v      Only quality value-chain provider of unique systems in the organized sector.

v      Only company to develop and deploy unique software for architects.

v      Enjoys excellent goodwill among consumers and facilitators.

v      Enjoys excellent rating with its bankers - Punjab National Bank.

v      More than 75% of the employees serving the company for 5 years.

 


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 records 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.44.20

UK Pound

1

Rs.86.88

Euro

1

Rs.58.53

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

3

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

5

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

4

--LIQUIDITY

1~10

5

--LEVERAGE

1~10

5

--RESERVES

1~10

5

--CREDIT LINES

1~10

5

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

NO

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

43

 

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