MIRA INFORM REPORT

Report Date :

01.04.2008

IDENTIFICATION DETAILS

Name :	V. V. F. LIMITED
Registered Office :	109, Sion East, Off. Sion Fort Garden, Mumbai – 400 022, Maharashtra
Country :	India
Financials (as on) :	31.03.2007
Date of Incorporation :	14.09.1939
Com. Reg. No.:	11-2994
CIN No.: [Company Identification No.]	U99999MH1939PTC002994
TAN No.: [Tax Deduction & Collection Account No.]	RKTV00663F
Legal Form :	A Closely Held Public Limited Liability company
Line of Business :	Manufacturing and Sale of Processed Oils, Fatty Acid & Allied Products, Soaps Noodles/Soaps, Shaving Cream and Wind Mills.

RATING & COMMENTS

MIRA’s Rating :

A

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 9400000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established and reputed company in its’ field. Available information indicates high financial responsibility of the company. Financial position of the company is good. Payments are correct and as per commitments. The company can be considered good for normal business dealings at usual trade terms and conditions. It can be regarded as a promising business partner in a long-run.

LOCATIONS

Registered Office :	109, Sion East, Off. Sion Fort Garden, Mumbai – 400 022, Maharashtra India
Tel. No.:	91-22-24073221-23/24093882/24030802
Fax No.:	91-22-24091554/24073771
E-Mail :	1. doy@vvfltd.com 2. sales@vvfltd.com 3. vijayk@vvfltd.com
Website :	http://www.vvfltd.com
Location :	Owned
Factory 1 :	Oleochemicals/Soaps Plot 109 and 109-B, Opposite Sion Fort Garden, 109, Sion (East), Mumbai – 400 022, India Tel. No. 91-22-24073221-3 Fax No. 91-22-24091554 E-Mail doy@vvfltd.com oleochemical@vvfltd.com Soaps/Personal Care Products/ Oleochemicals NOP Compound, Maneklal Road, Navsari, Dist. Bulsar – 396 445, Gujarat, India Tel. No. 91-2637-250227/47498 Fax No. 91-2637-256622 E-Mail vvfltd@ad1.vsnl.net.in Personal Care Products/Soaps 141, Survey No. 194/4, Panchal Udyog Nagar, Bhimpore, Nani Daman (Union Territory), India Tel. No. 91-260-2263075 Fax No. 91-260-2263790 E-Mail vita@ad1.vsnl.net.in Storage Tank Farm Hay Bunder Road, Sewree, Mumbai – 400 033, India Tel. No. 91-22-23721967/3728035 Fax No. 91-22-23726238 E-Mail tankfarms@vvfltd.com
Location :	Owned
Wind mills:	Located at Satara, Maharashtra, India
Branches :	214, DDA Commercial Complex, Phase I, Jhandewalan, New Delhi – 110 05, India
Tel. No.:	91-11-3517800/3523536/3537800
Fax No.:	91-11-3545475
E-Mail :	ksn_nwtc@vsnl.net

DIRECTORS

Name :	Mr. Rustom G. Joshi
Designation :	Chairman & Managing Director
Address :	Flat 50, Marker Mansion, 623, Lady Jehangir Road, Parsee Colony, Dadar, Mumbai 400014, Maharashtra, India
Date of Birth/Age :	05.05.1953
Date of Appointment :	24.11.1972
Name :	Mr. Faraz G. Joshi
Designation :	Director
Address :	40 – A, Hill Stone, B. G. Kher Marg, Malabar Hill, Mumbai 400006, Maharashtra, India
Date of Birth/Age :	21.07.1946
Date of Appointment :	24.11.1972
Name :	Mr. Rajamani S. Iyer
Designation :	Director
Address :	3/99, Kaushalya Mahal, Sion [West], Mumbai 400022, Maharashtra, India
Date of Birth/Age :	25.12.1927
Date of Appointment :	30.09.1996
Name :	Mr. Julio F. Ribeiro
Designation :	Director
Address :	51, 5^th Floor, Sagar Tarang, Worli Seaface, Mumbai 400025, Maharashtra, India
Date of Birth/Age :	05.05.1929
Date of Appointment :	23.01.2001
Name :	Rashmin B Joshi
Designation :	Whole-time Director
Address :	1005, ‘B’ Wing, Raj Residency, Mahavir Nagar, Kandivali 400067, Maharashtra, India
Date of Birth/Age :	25.11.1962
Date of Appointment :	01.10.2001

KEY EXECUTIVES

Name :	Mr. Makarand Purushottam Karnataki
Designation :	Secretary
Address :	606, Royal Ashar Residency, Alwares Glades Road, Off Pokhran Road No. 2, Thane 400610, Maharashtra, India
Tel No. :	91-22-24016749
Fax No. :	91-22-24091554
Date of Birth/Age :	12.04.1970
Date of Appointment :	12.06.2002

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders	No. of Shares
Vita Oil Private Limited	200000
R. F. Exports Private Limited	1000000
Rustom Godrej Joshi	2007850
Faraz Joshi	2007950
Inter Rec Production Limited	1100000
Neville Rustom Joshi	100
Navshri Oil Products Private Limited	100
Inter Rec Products Limited	996000
Equity Share Break-up	Percentage of Holding
Bodies Corporate	23.01
Directors or relatives of the Directors	76.99
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturing and Sale of Processed Oils, Fatty Acid & Allied Products, Soaps Noodles/Soaps, Shaving Cream and Wind Mills.

Products :

Item Code No. (ITC Code)	340111
Product Description	Toilet Soaps
Item Code No. (ITC Code)	382300
Product Description	Fatty Acids
Item Code No. (ITC Code)	152090
Product Description	Glycerine

Brand Names :

“DOY” and “JO ROSE”

Exports :

Countries :

Fatty Acids and Glycerine to U.K., Japan, Spain, Italy, Germany and China.

Refined Glycerine to U.S.A. Soaps and Soap Noodles are exported to Africa, South America and the Middle East.

Guest soaps are exported to Canada, U.S.A. Australia, Africa and the Middle East.

Imports :

Countries :

Malaysia and Indonesia

PRODUCTION STATUS

Particulars	Unit	Installed Capacity	Actual Production
Processed Oils, Fatty Acids & Allied Products [Non-Edible]	MT	42,000	41,086.3246
Oils	MT	250
Soaps Noodles/Soaps, etc.	MT	54,100	14,461.7580
Shaving Cream	MT	400	175.3063
Wind Mills	MW	3.5	344,570
Soap Cakes, etc.	MT	--	14,414.8385

GENERAL INFORMATION

Customers :	Ø Navsari Oil Products Limited Ø Synergy (India) Marketing Private Limited
No. of Employees :	724
Bankers :	Ø Citibank N.A., D. N. Road, Mumbai – 400 001 Ø ICICI Bank Limited, Free Press Journal Road, Nariman Point, Mumbai – 400 021 Ø State Bank of Patiala, Commercial Branch, Atlanta, Nariman Point, Mumbai 400021, Maharashtra, India Ø Bank of India, Mumbai Large Corporate Branch, Bank of India Building, 70/0, M. G. Road, Mumbai 400023, Maharashtra, India

Banking Relations :	Good
Auditors :
Name :	H. N. Mehta Associates Chartered Accountants
Address :	50-51, Ali Chambers, Tamarind Lane, Flora Fountain, Mumbai 400023, Maharashtra, India
Associates/Subsidiaries :	Ø Vita Biopharma Private Limited CIN No. : U24230MH2004PTC145489 Ø V.V.F. [America] Inc. Ø V. V. F. FZE Ø V.V.F. Singapore Pte. Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
10000000	Equity Shares	Rs. 10/- each	Rs. 100.000 Millions
1050000	Preference Shares	Rs. 100/- each	Rs. 105.000 Millions
	Total		Rs. 205.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
5216000	Equity Shares	Rs. 10/- each	Rs. 52.160 Millions
996000	Preference Shares	Rs. 100/- each	Rs. 99.600 Millions
	Total		Rs. 151.760 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2007	31.03.2006	31.03.2005
SHAREHOLDERS FUNDS
1] Share Capital		151.760	156.760	162.800
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		2213.157	1965.195	1469.000
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		2364.917	2121.955	1631.800
LOAN FUNDS
1] Secured Loans		3984.880	2182.053	1654.100
2] Unsecured Loans		1416.952	1329.345	1252.600
TOTAL BORROWING		5401.832	3511.398	2906.700
DEFERRED TAX LIABILITIES		377.549	348.350	0.000
TOTAL		8144.298	5981.703	4538.500
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		4116.582	3526.483	3386.600
Capital work-in-progress		618.644	845.197	0.000
INVESTMENT		200.834	21.054	21.100
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	2978.737	2957.460	1536.300
	Sundry Debtors	1574.854	864.732	953.300
	Cash & Bank Balances	86.787	116.982	98.000
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	1190.359	647.957	293.800
Total Current Assets		5830.737	4587.131	2881.400
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	2539.028	2909.430	1678.300
	Provisions	83.471	88.732	72.300
Total Current Liabilities		2622.499	2998.162	1750.600
Net Current Assets		3208.238	1588.969	1130.800
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		8144.298	5981.703	4538.500

PROFIT & LOSS ACCOUNT

PARTICULARS	31.03.2005
Sales Turnover [including other income]	5464.400
Profit/(Loss) Before Tax	534.100
Provision for Taxation	179.900
Profit/(Loss) After Tax	354.200
Total Expenditure	4601.600

KEY RATIOS

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
PAT / Total Income	(%)	NA	NA	6.48
Net Profit Margin (PBT/Sales)	(%)	NA	NA	9.77
Return on Total Assets (PBT/Total Assets}	(%)	NA	NA	8.52
Return on Investment (ROI) (PBT/Networth)		NA	NA	0.32
Debt Equity Ratio (Total Liability/Networth)		3.39	3.07	2.85
Current Ratio (Current Asset/Current Liability)		2.22	1.52	1.64

LOCAL AGENCY FURTHER INFORMATION

Fixed assets

v Land

v Building

v Plant & Machinery

v Electrical Installation

v Furniture & Fixtures

v Office Equipments

v Air Conditioners

v Cooling Machine

v Laboratory Apparatus

v Vehicles

v Boiler

v Water Cooler

v Weigh Bridge/Scale

v Process Vessel and Lift

Form 8

Bankers Charges Report as per Registry

This Form is for	Creation of charge
Charge identification number of the charge to be modified	NA
Corporate identity number of the company	U99999MH1934PTC002994
Name of the company	V. V. F. LIMITED
Address of the registered office or of the principal place of business in India of the company	109, Sion East, Mumbai – 400 022, Maharashtra India
Type of charge	Movable Property Floating Charge
Particular of charge holder	Bank of India Mumbai Large Corporate Branch, Bank of India Building, 70/0, M. G. Road, Mumbai 400023, Maharashtra, India
Nature of description of the instrument creating or modifying the charge	Agreement of Term Loan and hypothecation of movable assets, goods, property, Plant and Machinery
Date of instrument Creating the charge	23.03.2007
Amount secured by the charge	Rs. 200.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	[a] Rate of interest Interest 2.25% p.a. below bank rate subject to a minimum of 10.25% p.a. or at such other rate as may be notified by the bank to the company from time to time. [b] Terms of repayment repayment in 11 quarterly installments of Rs. 16.500 Millions each and 12^th quarterly installment of Rs. 18.500 Millions each, with six months moratorium from the date of first disbursements [c] Margin as may be stipulated by the bank from time to time. [d] Extent and operation of the charge the security and charge created over the properties shall be a security by way of first charge for due repayment of credit facilities together with all accessories, stores and spares and other monies due and payable thereon.
Short particulars of the property charged	First charge by way of hypothecation on all movable assets, goods, property, plant and machinery together with all accessories, stores and spares relating thereto, now belonging or hereafter to belong to the company situated at Survey No. 635, Sim or Anjar , District Kutch 370110 [Kutch – II Property]
Date of latest modification prior to the present modification	NA
Particulars of the present modification	NA

Name of the company	V. V. F. Limited
Presented By	Mr. Makarand Karnataki, Company Secretary
1) Date and description of instrument creating the change	Memorandum of Entry creating equitable mortgage by deposit of title deeds with Bank of India on 12.01.2006.
2) Amount secured by the charge/amount owing on the securities of charge	Rs. 100.000 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	Equitable mortgage created by deposit of title deeds by way of constructive delivery with Bank of India, BOI acting as agent of State Bank of Patiala in respect of Kutch I immovable Property. [a] All that piece and parcels of industrial land or ground terrace with messauges hereditaments, tenements standing thereon situate lying and being upon the land bearing Revenue Survey No. 65 admeasuring Acres 5, Gunthas 22 being 22460 sq. mtrs. At village Meghpar Borichi, Taluka Anjar, District Kutch.
4) Gist of the terms and conditions and extent and operation of the charge.	Mortgage created by way of 1^st charge on Kutch I property to secure working capital term loan of Rs. 100.000 Millions with interest, cost, expenses, charges, commission etc,
5) Name and Address and description of the person entitled to the charge.	State Bank of Patiala Commercial Branch, Atlanta, Nariman Point, Mumbai 400021, Maharashtra, India
6) Date and brief description of instrument modifying the charge	NA
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.	NA

NEW UNIT AT TALOJA 

The Company has set up a 100% Export Oriented Unit at Taloja MIDC, Dist. Raigad to manufacture Fatty Alcohols. Major erections jobs are completed andpre-commissioning trials have begun. The commercial production of the project will start in July 2004. 

AS PER WEBSITE

HISTORY

The company is a global player in the Oleochemicals and Personal Care industries. They are also India’s leading contract manufacturer of toiletries and cosmetics for some of the world’s most popular brands.

Over a proud history of more than 60 years, they have created an organization steeped in traditional values of honesty, integrity, customer centricity and a rigorous work ethic. They have also fostered a culture focused on excellence which has resulted in their cutting edge expertise in research and product development. Their factories boast of state-of-the-art technology, ISO Certified environment-friendly processes and highly trained and productive manpower. No wonder the quality of their products is indisputably world-class.

Their turnover has grown rapidly over the past few years to touch Rs. 6750 million (year ended March 2006) and is expected to grow to Rs. 10020 million by March 2007.

For them, however, this is the beginning. The strong foundation they have painstakingly built over the years is now the launchpad, as they expand in several new directions. They are on the threshold of an entirely new and exciting phase of their evolution as a global oleochemicals and personal care player. The possibilities are limitless as they march on the road ahead. They invite you to join them on this exciting journey!

Locations

VVF has grown from a small single location company to a multilocation, global entity. The company has manufacturing plants at several locations in India as well as abroad.

VVF intends to expand its locations to better service its global customers most competitively.

India

MUMBAI

VVF has large integrated oleochemicals complex at Sion (East) in Mumbai.

The complex has various production facilities such as oil and fat splitting plants, fatty acid distillation plants, fatty acid fractionation units, fatty acid hydrogenation plants, glycerine refining and purification units, and continuous saponification plants obtained from global equipment suppliers of repute.

 All these plants are controlled by fully automated distributed control systems (DCS). Modern, well-equipped quality control and R&D laboratories support these production facilities. This oleochemicals complex is ISO 9001:2000 certified by TUV, Germany.

TALOJA

The recently commissioned fatty alcohols plant is located at Taloja, about 50 km east of Mumbai. This plant is a part of a large proposed oleochemicals complex spread over 68,000 sq. m. Oil and fat splitting plant, fatty acid distillation and fractionation units as well as specialized soap noodles plant are under construction.

The fatty alcohols plant has been commissioned in August 2004. The process know-how has been obtained from Lurgi, Germany. The latest Wax Ester Technology is used for the first time to produce high purity fatty alcohols from fatty acids.

NAVSARI

Specialized soaps plant is located at Navsari in Gujarat State, approximately 290 km north of Mumbai. These specialized soaps are exported to USA and other developed countries for the hotel industry.

There are three dedicated, fully automated lines for manufacturing wrapped and cartoned soaps for export.

This facility is ISO 9001:2000 certified by TUV, Germany.

KUTCH

One of the largest toilet soap manufacturing plant in India spread over 70,000 sq. m is located at Kutch in Gujarat State, approximately 900 km north of Mumbai. This facility houses various units to manufacture soap noodles, toilet soaps, refined glycerine and also talcum powder. There are seven fully automated toilet soap finishing lines. The glycerine manufacturing facility is capable of producing IP, BP and USP grades. The talcum powder unit is designed on pharmaceutical standards with a class 100,000 environment and follows GMP accordingly.

DAMAN

The personal care products manufacturing facility is located at Daman, a Union Territory, about 200 km north of Mumbai. It has a total constructed area of 20,000 sq. m and is one of the most modern units suitable for pharmaceutical and cosmetics formulations. It is capable of producing liquids, creams and emulsions - formulations of various personal care products. The entire unit is designed to comply with a class 100,000 environment as per pharmaceutical norms. The facility meets cGMP requirements. It is also ISO 9001:2000 certified by TUV, Germany.

International

Canada - VVF North America Inc.

Canada facility is vertically integrated to produce bar soaps and liquid products and is located at Mississauga, Ontario, Canada. The entire range of bar soaps is produced from the finest vegetable based soap noodles. There are two sophisticated, fully automated toilet soap lines to service the hospitality and retail segments of toilet soaps. One production line is dedicated to liquid personal care products. This facility is strategically located to deliver their best products to the valued customers in Canada and USA.

VVF North America Inc. produces and markets the following products -

v Hotel / Motel Bar Soaps, wrapped and unwrapped

v Hotel size Bottles (30 styles to choose from)

v Complete Stock Hotel Amenity Programs

v Custom Hotel Amenity Programs

v Custom Hotel Accessory items

v Retail Soaps in various packaging

v Bundled Retail Soaps

v Industrial Bar Soaps

v Retail Liquids

v Deodorant Sticks in retail and travel sizes

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. 39.97
UK Pound	1	Rs. 79.53
Euro	1	Rs. 63.09

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	8
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	9
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	8
--RESERVES	1~10	8
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		72

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.	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