MIRA INFORM REPORT

 

 

 

Report Date :

17.11.2008

 

IDENTIFICATION DETAILS

 

Name :

RAJCO METAL INDUSTRIES PRIVATE LIMITED

 

 

Registered Office :

19 Oriental Insurance Building 31, Dr. V B Gandhi Marg, Fort, Mumbai – 400023, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

09.02.1983

 

 

Com. Reg. No.:

11-29288

 

 

CIN No.:

[Company Identification No.]

U27100MH1983PTC029288

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMR14820B

 

 

PAN No.:

[Permanent Account No.]

AABCS9679K

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

Manufacturer of refrigeration and plumbing copper Coils, tubes, pipes and sections.

 

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 200000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Slow but Correct

 

 

Litigation :

Clear

 

 

Comments :

Mr. Praveen, Clerk, Mr. Gearge, Accountant, Mr. Ashit (Manager), made various stories for not parting information.

 

Subject is a well – established and reputed company having fine track. Trade relations are fair. Business is active. Payments are slow.

 

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

 

 

LOCATIONS

 

Registered/ Head Office/

Factory :

19 Oriental Insurance Building 31, Dr. V B Gandhi Marg, Fort, Mumbai – 400023, Maharashtra, India

Tel. No.:

91-22-22843567

Fax No.:

91-22-22844817

E-Mail :

rajcometal@yahoo.com

Website :

www.rajcogroup.com

 

 

Sales Office :

Opposite Acme Industrial Estate, Sewri (East), Mumbai – 400015, Maharashtra, India

Tel. No.:

91-22-24166706/ 24181856

E-Mail :

rajcometal@roltanet.com

 

 

DIRECTORS

 

Name :

Mr. Harjinder Singh G Arora

Designation :

Chairman

Address :

85, Shoka Apartments, Nepeansea Road, Mumbai – 400006, India

Date of Birth/Age :

06.12.1942

Date of Appointment :

09.02.1983

 

 

Name :

Mr. Paramjit Singh G Arora

Designation :

Director

Address :

85, Shoka Apartments, Nepeansea Road, Mumbai – 400006, India

Date of Birth/Age :

18.03.1946

Date of Appointment :

09.02.1983

 

 

Name :

Mr. Gurmit Singh N Arora

Designation :

Whole Time Director

Address :

85, Shoka Apartments, Nepeansea Road, Mumbai – 400006, India

Date of Birth/Age :

22.09.1963

Date of Appointment :

04.04.1985

 

 

Name :

Mr. Anil Onkar Arora

Designation :

Director

Address :

85, Shoka Apartments, Nepeansea Road, Mumbai – 400006, India

Date of Birth/Age :

11.01.1949

Date of Appointment :

26.07.1985

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

(As on 30.09.2006)

Names of Shareholders

 

No. of Shares

 

 

 

Harjinder Singh G Arora

 

500

Paramjit Singh G Arora

 

500

Surinder Kaur

 

1000

Harjinder Singh G Arora

 

2000

G S Ishardas (HUF)

 

3000

Gurmit Singh N Arora

 

500

Jatinder Kaur

 

500

Gurmit Singh N Arora

 

750

Jatinder Kaur

 

750

Sumit Arora

 

750

Harjinder Singh G Arora

 

5000

Paramjit Singh G Arora

 

5000

Gurmit Singh N Arora

 

200

Jatinder Kaur

 

300

Gurcharan Singh

 

1500

Gurmit Singh N Arora

 

2000

Paramjit Singh G Arora

 

1000

Gurmit Singh N Arora

 

2000

Jatinder Kaur

 

4000

Harijinder Singh G Arora

 

1500

Paramjit Singh G Arora

 

1500

Harijinder Singh G Arora

 

750

Harijinder Singh G Arora

 

21925

Paramjit Singh G Arora

 

15475

G S Ishardas (HUF)

 

7200

Simrat Kaur

 

2400

 

 

 

Total

 

82000

 

(As on 31.03.2006)

Category

 

Percentage

 

 

 

Directors or relatives of directors

 

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of refrigeration and plumbing copper Coils, tubes, pipes and sections.

 

 

Products :

Products        :  Copper Tubes

Item Code No.:  7411

 

  • Copper Tubes
  • Fittings
  • Pipes
  • Refrigeration
  • Copper Coils

 

 

GENERAL INFORMATION

 

Bankers :
  • Union Bank of India

Mumbai Samachar Marg Branch, 66/80, Mumbai Samachar Marg, Fort, Mumbai – 400023, Maharashtra, India

 

 

Facilities :

Secured Loans

31.03.2007

(Rs. In Millions)

 

 

Cash Credit  from Union Bank of India

4.278

Union Bank of India, Foreign Currency Loan

24.000

Term Loan from ICICI Bank Limited

0.598

Term Loan From Kotak Mahindra Prime Limited

1.009

Housing Loan From ICICI Bank Limited

2.982

 

 

Total

32.867

 

Unsecured Loans

31.03.2007

(Rs. In Millions)

 

 

Sales tax deferred amount

6.032

Other Loan and Advances

0.024

 

 

Total

6.056

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

Arun Arora and Company

Chartered Accountant

Address :

304, Marine Chambers, New Marine Lines, Mumbai – 400020, Maharashtra, India

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

100000

Equity Share

Rs.100/- each

Rs.10.000 Millions

 

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

82000

Equity Share

Rs.100/- each

Rs.8.200 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

8.200

8.200

8.200

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

32.995

22.799

18.456

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

41.195

30.999

26.656

LOAN FUNDS

 

 

 

1] Secured Loans

32.867

24.554

28.724

2] Unsecured Loans

6.056

6.055

6.059

TOTAL BORROWING

38.923

30.609

34.783

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

80.118

61.608

61.439

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

39.454

19.000

4.985

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

0.004

0.004

0.005

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories
37.194

30.372

33.478

 

Sundry Debtors
62.387

47.883

44.081

 

Cash & Bank Balances
4.511

1.218

0.400

 

Other Current Assets
0.000

0.000

0.000

 

Loans & Advances
2.526

3.260

5.738

Total Current Assets
106.618

82.733

83.697

Less : CURRENT LIABILITIES & PROVISIONS
 

 

 

 

Current Liabilities
64.628

39.294

26.723

 

Provisions
1.330

0.835

0.525

Total Current Liabilities
65.958

40.129

27.248

Net Current Assets
40.660

42.604

56.449

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

80.118

61.608

61.439

 

 

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Sales Turnover

384.851

220.798

160.911

Shipment Charges

3.200

0.300

0.000

Other Income

0.870

0.767

0.000

Closing Stock of Finished Goods

2.948

0.790

0.000

Total Income

391.869

222.655

160.911

 

 

 

 

Profit/(Loss) Before Tax

15.997

7.043

3.071

Provision for Taxation

5.665

2.700

1.162

Profit/(Loss) After Tax

10.332

4.343

1.909

 

 

 

 

Export Value

4.964

4.975

NA

 

 

 

 

Import Value

10.684

6.696

NA

 

 

 

 

Expenditure :

 

 

 

Opening tock of Finished Goods

0.789

0.759

Consumption of Raw Materials

323.161

176.809

 

Salaries and Wages

8.904

7.978

 

Interest

4.440

3.025

157.840

Depreciation

33.181

25.969

 

Other Expenditure

5.397

1.072

 

Total Expenditure

375.872

215.612

157.840

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2007

31.03.2006

31.03.2005

PAT / Total Income

(%)
2.64

1.95

1.19

 

 
 

 

 

Net Profit Margin

(PBT/Sales)

(%)
4.16

3.19

1.91

 

 
 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)
10.95

6.92

3.46

 

 
 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.38

0.23

0.12

 

 
 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 
2.54

2.28

2.33

 

 
 

 

 

Current Ratio

(Current Asset/Current Liability)

 
1.62

2.06

3.07

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Form 8:

 

Corporate identity number of the company

U27100MH1983PTC029288

Name of the company

RAJCO METAL INDUSTRIES PRIVATE LIMITED

Address of the registered office or of the principal place of  business in India of the company

19 Oriental Insurance Building,  31 Dr. V B Gandhi Marg, Fort, Mumbai – 400023, Maharashtra, India

This form is for

Modification of charge

Type of charge

Book Debts

Movable Porperty

Particular of charge holder

Union Bank of India

Mumbai Samachar Marg Branch, 66/80, Mumbai Samachar Marg, Fort, Mumbai – 400023, Maharashtra, India

msmcredit@unionbankofindia.com

Nature of instrument creating charge

Agreement of Modification (Foreign Currency Loan)

Date of instrument Creating the charge

06.09.2008

Amount secured by the charge

Rs.36.000 Millions

Brief of the principal terms an conditions and extent and operation of the charge

Rate of Interests:

Interests: LIBOR + 500 BPS

 

Terms of Repayment:

On Demand

 

Margin:

As per Sanctions Terms

 

Extent and Operation of the charge:

To secure the foreign currency Loan of Rs.36.000 Millions Equivalent To US $ 813375.51 Granted by the Bank to the Company

Particulars of the property charged

Hypothecation of stock of raw materials, stock in process, finished goods and receivables

 

 

Name of the company

RAJCO METAL INDUSTRIES PRIVATE LIMITED

Presented By

Union Bank of India

Mumbai Samachar Marg Branch, Mumbai

1) Date and description of instrument creating the change

Hypothecation Agreement of Goods, Debts and Assets Dated : 31st January, 1989

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

Rs.3.400 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

By way of hypothecation of company stock of raw materials, goods-in-process and finished goods, stores and spares including consumable stores, packing materials of all kinds and any other movable property of any kind, belonging to the company and stores and/or lying in their premises at incourse of transit or with their agents/ agencies

 

Also by way of first charge on the company entire book-debts, investments in share, debentures, deposits, bonds and other short/ long term investments by whatever name called, outstandings, moneys, receivables, claims and bills, cheque for collection, which are now due and owing to the firm or which may hereafter become due and owing to it.

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

Interests at the rate of 6.5% OBR subject to minimum of 16.5% per annum and/or at such other rate as may be prescribed by the Bank from time to time.

 

Margin: 25%

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

Union Bank of India

Mumbai Samachar Marg Branch, 66/80, Fort, Mumbai – 400023, Maharashtra, India

6) Date  and brief description of instrument modifying the charge

Agreement of modification (foreign currency loan)

Dated : 17th June, 2005

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

The original charges dated 31st January, 1989 for Rs.3.400 Millions has been modified from time to time.

 

On 12th July, 1997 an additional sum of Rs.2.100 Millions was granted by the Bank thereby enhancing the limit from Rs.3.400 Millions to Rs.5.500 Millions

 

On 27th April 1998 an additional sum of Rs.2.000 Millions was granted by the Bank thereby enhancing the limit from Rs.5.500 Millions to Rs.7.500 Millions

 

On 18th May 1998 an additional sum of Rs.2.500 Millions was granted by the Bank thereby enhancing the limit from Rs.7.500 Millions to Rs.10.000 Millions

 

On 17th June 1999 an additional sum of Rs.5.000 Millions was granted by the Bank thereby enhancing the limit from Rs.10.000 Millions to Rs. 15.000 Millions

 

On 17th June 1999 a sun limit of Book Debts facility of Rs.2.500 Millions was granted by the Bank to the company within the cash credit (Hypothecation) limit of Rs.15.000 Millions

 

On 1st August, 2001 an additional sum of Rs.3.000 Millions was granted by the Bank thereby enhancing the cash credit (hypothecation) (stock) limit from Rs.15.000 Millions to Rs.18.000 Millions

 

On 1st August, 2001 a sub limit of SOD (Book debts) facility of Rs.4.000 Millions was granted by the Bank to the company within the cash credit (hypothecation) (stock) limit of Rs.18.000 Millions

 

On 4th December, 2001 a sub limit of SOD (Book Debts) facility of Rs.4.000 Millions was enhanced to Rs.9.000 Millions within the cash credit (hypothecation) (stock) limit of Rs.18.000 Millions

 

On 19th December 2003 the Bank at request of the borrower had converted the entire rupee component of the cash credit facility of Rs.18.000 Millions in to US$ 395865.41 which was secured by way of first charges against hypothecation of the borrower ware’s stocks and book debts.

 

On 24th September, 2004 the aggregate  limits of Rs.35.000 Millions as described below was secured in favour of the Bank by way of first charges against hypothecation of :-

 

  • All tangible movable machineries, plant machinery, fixture fittings, other installations, cranes, furniture. Computers and other accessories vehicles together with spares, tools and accessories and all other articles lying on the premises at C-4, MIDC, Murbad or in the godowns of the borrowers or in the custody of any person who are mercantile agents of the borrower or in the course of transit which may hereinafter be thought, stored or be lying in or upon the said premises of the borrower.

 

  • The whole of borrower’s movable goods and assets, both present and future and including but without prejudice to generality of the foregoing words, all stocks of raw materials, work in progress, semi finished goods and finished goods, packing materials, consumable stores and spares etc. Whatsoever and whatsoever situate and/or in transit whether now belonging to or that may at any time during the continuance of this security belong to the borrower or that may be held by any party any where to the order and disposition of the borrower.

 

  • All the present and future  book debts outstanding monies receivable, claims, bills, contract engagements and securities which are now due and owing or which may at any time hereafter during the continuance of this security becomes due and owing to the borrower in the course of its business by any person, firm company or body corporate or by the government of India or any state government or Indian railways or any government department or office or any municipal or local or public  or semi government body or authority whatsoever including those relating to the assets leased out and/or given on hire purchases basis.

 

Nature of Facility

Limit Rate of Interests

(Rs. In Millions)

Margin of security

 

 

 

CC Hyp. (Stock and debts)

30.000 BPLR + 1%

Stock 25% BK DT 40%

w/w F C Loan

(18.000) LIBOR + 600 BPS

Stock 25% BK DT 40%

Import L/C (90 days DA)

5.000 BPLR + 1%

25%

 

Vide this modification the Bank at the request of the borrower has conversed the rupee component of the cash and credit facility of Rs.24.000 Millions in to US $ 551343.90 more particularly described in column III of the table hereafter written which is secured by way of first charge against hypothecation of the borrower stock of raw materials, stock in process. Finished goods and receivables.

 

Nature of Credit facilities enjoyed by the borrower

Limits in Millions

Conversed in US $

(Converted at national rate of exchanges)

Balance of credit facilities in compo

-nents

Rate of Interests

I

II

III

IV

V

 

 

 

 

 

Cash Credit (Hypot) w/w WCDL

30.000

24.000

US $

551343.90

6.000

LIBOR + 500 BPS

 

FCL of US $ 551343.90 repayable within 180 days with interests at 5% over LIBOR rate fixed at 6 monthly intervals.

 

The outstanding under FCL credit facility including principal and interests repayable within 180 days from the date of disbursal of the loan under FCL credit facility.

 

Fixed Assets:

 

 

 

Website Details:

 

Profile:

 

Subject incorporated in 1982, has grown into a manufacturer of copper tubes with an international reputation as an innovative, dependable and high quality producer of copper based products in India, known for their quality, consistent supply and sophisticated laboratory testing, in-process quality control at every stage of manufacture and commitment to produce the best products to ensure the highest standards and guaranteed performance of their copper tubes for the plumbing, heating, air conditioning, refrigeration, instrumentation, medical gas and oil and gas industries.

 

Their plant has integrated facilities to produce tubes for a wide range of requirements, which include various applications. Manufacturing facilities comprise of induction-melting, the casting of the molten copper into copper billets, hot extrusion of these billets into mother-tubes, cold drawing of these tubes to various dimensions and precise tolerances on multi-die draw benches and bull blocks. The finishing line includes non-destructive online eddy current testing which ensures a flawless product, bright annealing of copper tubes to achieve various tempers and a meticulously clean inner bore and final coiling, straightening and finishing. Inspection line including hardness, chemical composition, tensile and yield strength, hydrogen embrittlement test and various other tests like hydraulic, pneumatic, flaring etc. as required by the standards.

 

Their tubes undergo several stringent tests conducted by the best in the industry like Llyods, Bureau Veritas or SGS. Their products are relied upon by various clients like the atomic energy, naval shipyards, railways, air conditioner, refrigerator, heat exchanger or boiler manufacturers, chemical plants, refineries and for the medical gas amongst others.

 

 

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. 49.46

UK Pound

1

Rs. 73.17

Euro

1

Rs. 62.96

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

6

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

6

--CREDIT LINES

1~10

6

--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

 

54

 

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