MIRA INFORM REPORT

 

 

Report Date :

12th June, 2006

 

IDENTIFICATION DETAILS

 

Name :

GR ENGINEERING WORKS LIMITED

 

 

Registered Office :

Poonam Chambers, Dr. Annie Besant Road, Worli,

Mumbai - 400 018, Maharashtra, India

 

 

Country:

India

 

 

Financials (As on):

31.03.2005

 

 

Date of Incorporation :

22.09.1966

 

 

Com. Reg. No.:

11-13582

 

 

CIN No.:

L28920MH1966PLC013582

 

 

TAN No.:

PNEG04869E

 

 

PAN No.:

AAACG05829M

 

 

Legal Form :

It is a closely held Public Limited Liability Company.

 

 

Line of Business :

Engaged in Fabrication and sale of Machinery of Pharmaceutical, Chemical, Food Processing, Dairy, Fertiliser, Atomic Power, Refinery and Distillation Plants, Sugar Mills and Industrial Centrifuge Machines.  The company is also engaged in manufacture of iron/steel materials i.e. rounds, flats, angles, etc.

 

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 2250000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Slow but correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well-established and reputed engineering company having satisfactory track records. The concern is controlled, financed and managed by Hariani family whose means are of important sums.  Their trade relations are reported as fair. Payments are reported as slow but correct. The company can be considered normal for business dealings at usual trade terms and conditions. 

 

LOCATIONS

 

Registered Office :

Poonam Chambers, Dr. Annie Besant Road, Worli,

Mumbai - 400 018, Maharashtra, India

Tel. No.:

91-22-24928720/24930404/24930622/24931678/ 24931700/2493 8999

Fax No.:

91-22-24964532/24925712

E-Mail :

grew@vsnl.com

Website :

http://www.grengg.com

 

 

Head Office :

Poonam Chambers, Dr. Annie Besant Road, Worli,

Mumbai - 400 018, Maharashtra, India

Tel. No.:

91-22-24928720/24930404/24930622/24931678/ 24931700/2493 8999

Fax No.:

91-22-24964532/24925712

E-Mail :

grew@vsnl.com

Website :

http://www.grengg.com

 

 

Factory :

Ø       Whitefield Road, Bangalore - 562 136, Karnataka, India

 

Ø       Quellosim, Rassain, Co’talim, Goa, India

 

Ø       Plot G-14, MIDC Industrial Area, Tarapur - 401 506, District - Thane, Maharashtra, India

 

 

 

Branches :

Ø       Whitefield Road, Bangalore - 562 136, Karnataka, India

 

Ø       5A\5B, Sapana Terraces, 1st Floor, Swatantra Path, Vasco-Da-Gama, Goa - 403 802, India

 

Ø       Plot G-14, MIDC Industrial Area, Tarapur - 401 506, District - Thane, Maharashtra, India

 

 

DIRECTORS

 

Name :

Mr. D. P. Hariani

Designation :

Chairman & Managing Director

Address:

401, Prabhu Kutir, Alta Mount Road, Mumbai-400026, Maharashtra

Date of Birth/Age :

27.10.1926

Experience :

46 years in Engineering Industry

Date of Appointment :

22.09.1966

Previous Employment:

Industries Engineering & Const. Company in Charge

 

 

Name :

Mrs. Parmeshwari  Hariani

Designation :

Director

Address:

401, Prabhu Kutir, Alta Mount Road, Mumbai-400026, Maharashtra

Date of Birth/Age :

21.08.1929

Date of Appointment :

22.09.1966

 

 

Name :

Mr. Ramesh D. Hariani

Designation :

Director

Address:

401, Prabhu Kutir, Alta Mount Road, Mumbai-400026, Maharashtra

Date of Birth/Age :

11.10.1949

Date of Appointment :

01.06.1977

 

 

Name :

Mr. Ashok Wadhera

Designation :

Director

Address:

No. 3633/A, Service Road, Hal II Stage Layout, Bangalore-560008, Karnataka

Date of Birth/Age :

23.01.1947

Date of Appointment :

01.11.1997

Executive Director:

Mr. A.H. Wadhera

 

Executive Director

 

MAJOR SHAREHOLDERS

 

Names of Shareholders

No. of Shares

 

 

Daulatram. P. Hariani

1272000

Parmeshwar .D. Hariani

1327200

Mr. Ramesh D. Hariani

13539200

Daulatram. P. Hariani  

480000

Group Consulting

2752000

Neil. F. Hariani

1227200

Jay. F.  Hariani

1329920

Chander. P. Hariani

24000

Ziegelbaur Gita

2450880

Ziegelbaur Shaun

800000

Ziegelbaur Shaun

800000

 

 

 

BUSINESS DETAILS

 

Line of Business :

Engaged in Fabrication and sale of Machinery of Pharmaceutical, Chemical, Food Processing, Dairy, Fertiliser, Atomic Power, Refinery and Distillation Plants, Sugar Mills and Industrial Centrifuge Machines.  The company is also engaged in manufacture of iron/steel materials i.e. rounds, flats, angles, etc.

 

 

Products :

Fabrication of Machineries of Pharmaceuticals, Chemicals, Fertilizers, Automatic Power, Refinery, Distillation Plant Industries

 

 

Exports to :

Far East, Europe and USA

 

 

Imports from :

Europe

 

 

Terms :

 

Purchasing :

L/C, D/A or D/P terms

 

 

GENERAL INFORMATION

 

No. of Employees :

800

 

 

Bankers :

Ø       Bank of Maharashtra

Ø       Bank of Nova Scoita

 

 

 

Facilities:

Secured loans:

 

 

 

 

 

From Bank

Cash credit

33.580

3.845

 

 

 

Total

33.580

3.844

 

 

 

Unsecured loans:

 

 

 

 

 

Advance from customers

 

Total

67.914

 

67.914

123.761

 

123.761

 

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

Jitendra Sanghvi  & Company

Chartered Accountants

Address :

405, Churchgate Chambers, 5, New Marine Lines,

Mumbai - 400 020, Maharashtra, India

Tel No:

91-22-22624578

 

 

Associates :

Ø       Taj Madurai Limited

Ø       G. R. Shipping Limited

Ø       G. R. Mittal Enterprises

Ø       G. R. Investments

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

 

 

Value

Amount

30,000,000

Equity Shares

Rs. 10/- each

300.000

 

 

 

Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

27,200,000

Equity Shares

Rs. 10/- each

Rs. 272.000 million

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2005

31.03.2004

31.03.2003

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

272.000

272.000

272.000

2] Reserves & Surplus

313.202

281.473

242.665

NETWORTH

585.202

553.473

514.665

LOAN FUNDS

 

 

 

1] Secured Loans

33.580

3.844

5.474

2] Unsecured Loans

67.914

123.761

82.273

TOTAL BORROWING

101.494

127.605

87.747

DEFERRED TAX LIABILITIES

177.118

38.393

40.531

 

 

 

 

TOTAL

736.348

719.471

642.943

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

147.452

80.598

90.193

Capital work-in-progress

45.863

38.830

0.000

 

 

 

 

INVESTMENTS

95.572

89.300

82.647

DEFERRED TAX ASSETS

-

1.877

3.216

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

609.464

Inventories

311.043

370.970

 

Sundry Debtors

247.994

114.595

 

Cash & Bank Balances

3.512

13.911

 

Loans & Advances

226.979

203.108

 

Total Current Assets

789.528

702.584

609.464

Less: CURRENT LIABILITIES & PROVISIONS

 

 

 

Current Liabilities

262.499

125.022

 

Provisions

78.987

68.550

 

Total Current Liabilities

341.486

193.751

142.627

Net Current Assets

448.042

508.833

466.837

 

 

 

 

MISCELLANEOUS EXPENSES

0.581

0.033

0.050

 

 

 

 

TOTAL

736.948

719.471

642.943

 

 

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2005

31.03.2004

31.03.2003

Sales Turnover [including other income]

840.774

725.876

421.325

 

 

 

 

Profit/(Loss) Before Tax

87.929

89.980

81.646

Provision for Taxation

24.416

16.939

14.454

Profit/(Loss) After Tax

63.513

73.041

67.192

 

 

 

 

Total Expenditures

752.844

635.896

NA

 

 

 

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2005

31.03.2004

31.03.2003

PAT / Total Income
(%)
7.55
0.100
15.94
 
 
 
 
 
Net Profit Margin

(PBT/Sales)

(%)

10.41
1.239
19.38
 

 

 
 
 
Return on Total Assets

(PBT/Total Assets}

(%)

13.91
1.280
10.39
 

 

 
 
 
Return on Investment (ROI)

(PBT/Networth)

 

0.15
1.625
0.16
 

 

 
 
 
Debt Equity Ratio

(Total Liability/Networth)

 

0.75
0.350
1.52
 

 

 
 
 
Current Ratio

(Current Asset/Current Liability)

 

2.31
3.626
4.27

 

 

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY

 

The company was incorporated on 22nd September, 1966 at Mumbai in Maharashtra having Company Registration No. 13582.  It was a incorporated as a Private Limited Company and converted into a Public Limited Company on 9th September, 1988.

 

The important raw material consumed by the company includes stainless steel plates, sheets, rounds, M.S. plates, sheets, angles, joints, etc.

 

The company’s fixed assets of important value include land (freehold and leasehold), buildings, furniture & fixture, barges & vessels, plant and machinery, office equipments, vehicles.

 

As Per Web Details

 

Profile

 

G.R.ENGINEERING WORKS LIMITED started its manufacturing in the year 1967. Since then we have expanded to two manufacturing units, conveniently located at Bangalore in south India and Tarapur in Western India. Both the units are fabricating custom made equipment for Process Industries like Petrochemical, Fertilizer, Chemical and Nuclear Industries.

 

Within the group also is shipyard at Goa, manufacturing flat bottom self -propelled barges for transportation of Iron Ore. We also own a fleet of barges, which are available for hire to Iron Ore exporters.

 

The covered factory areas of individual factories are as follows:

 

1. Bangalore 18580 Sq. Mtr. [Plot area 60,000 Sq.mtr]

2. Tarapur 5000 Sq. Mtr. [Plot area 20,000 Sq.mtr]

 

Above 2 workshops have been approved by EIL, CCOE, IBR,PDIL.. In above two workshops, we have fabricated equipments with various inspection agencies such as Lloyd's,Bureau Veritas,Det Norske Veritas,Engineers India Limited.,Kvaerner Power gas, H and G , Projects and Development India Limited and Bectel.

 

GR specializes in fabricating equipments in all grades of Stainless Steel including low ferrite stainless steel in 316L and 304L grade. Besides,we have also fabricated equipments in materials such as Pure Nickel, Cupro Nickel, Hastalloy 'C' and Aluminium. Besides this, we have fabricated equipments of all types of clad steel and material overlaid with monel,inconel and stainless steel. Besides fabricating equipments under ASME Sec. VIII Div. I & II, we have also supplied all critical equipments under Section III nuclear code. We have successfully supplied equipments, such as Calandria, Moderator Heat Exchangers Bleed Condenser, Bleed Cooler,Airlock Door for 235 MW Nuclear Power Stations.

 

Besides this, we are fabricating similar equipments for 500 MW plants as well. Improvement in Design and Engineering technology is our ongoing process at GR, which has enabled us to assimilate advance fabrication technology.

 

Over a decade ago, we diversified into the field of design and fabrication of LPG Storage facilities, such as Horton Sphere and mounded Bullets for various LPG installations. In this span of time, we have fabricated more than 150 Nos.of Horton Sphere for Oil and Gas Industry and bottling plants installed all over the country.

 

We have acquired expertise to handle the large volume of business and management skill to manage bigger sites, equipments and personnel. We have large inventory of our own tools and tackles, fabrication equipments, such as Plate Bending Machines, Welding Generators, Rectifiers, Derricks, Mobile Cranes & various equipments such as Grinding Machines, Pneumatic Compressors, DG sets, stress relieving feicilities,Radiography Sources including Cobalt-60 etc.which can be mobilized at very short notice. We have got 4 nos of 1000 tons hydraulic presses & 3 nos 700 tons presses to fabricate the Horton Sphere petal and they are capable of producing 20 petals/day on 2 shift working basis. We have also developed expertise for stress relieving of Horton Spheres in citu conditions with our own equipment at field. DESIGN CAPABILITES We have in-house facility for Design & Drawing of complete civil work for Mounded Storage Bullets and foundation for Horton Spheres.

 

We have in-house design capability for all type of Pressure Vessels. We have designed vessels with ASME, BS, Ad-MERCK BLATTER.We have fully trained staff to work under CAD/CAM environment. Data can be electronically transmitted thru NET.

 

TRANSPORTATION FEASIBILITY

 

All the equipments that are being manufactured in our 2 workshops shall be transported by road or by sea . We can transport the equipments of single piece having the following dimensions. Diameter : Upto 5000 mm Length: Upto 40000 mm ( in single piece) Weight: Upto 125 MT. We can also transport by sea from our Tarapur Factory. The jetty is located at 10 kms from Tarapur Works.

 

Constant upgradation of technology for achieving quality and perfection,after sales and services are integral part of our company philosophy.

 

Our assets are dedicated and highly motivated team of Managers, Engineers, Workmen contributing all levels.

 

Achievements

 

Ø       We have manufactured pure aluminum horizontal cylindrical tanks having both the sides dished ends for storage of concentrated nitric acid for Hindustan Organic Chemicals Limited, Rasayani. The size of the equipment was 3 meter diameter 12.5 meter long and aluminum conforming to purity 99.9%.

Ø       We have supplied Carbonate Solution Vessel and other Pressure Vessels, We have also supplied Ammonia Receiver with SS 304 Clad material and H² S Absorber in C-Mo material-SA 204 Gr.B.

Ø       We have supplied for Indian Petrochemicals Ltd., for their Maharashtra Gas Cracker Complex at Nagothane, various Reactors, Pressure Vessels and Heat Exchangers to the tune of US$ 1 Million. This order was executed under Technip, France.

Ø       We have completed an order from M/s. Daelim Engineering Company, Korea for ONGC, Phase - III project 24 Nos. Heat Exchangers, 6 Nos. Columns and Storage Tanks, Oxidizer at site. The order value is IRS. 70 Million on Deemed Export basis. Material of Construction for these is Carbon Steel with NACE specification for RPL Jamnagar.

Ø       We have supplied 104 Nos. of Heat Exchangers for Reliance Petroleum-Jamnagar in a record time. These equipments were supplied under project management of BECHTEL and DNV inspection.

Ø       Low Alloy Heat Exchangers for GNFC- Bharuch.

Ø       Column,Vessels,Heat Exchangers in SS Clad Steel,NACE+HIC CS & CS Material for CPCL Chennai.

Ø       Large Dia Vessels & Long Vessels by Barge Transportation to RPL & MRPL

Ø       Large size SS 316L & 317L columns for Mitsuvishi Ind.-Japan fpr their PTA Plant at Haldia..

 

Contacts

 

HEAD OFFICE :

202, 'A' Wing, Poonam Chmabers, Dr. Annie Bessant Road, Worli, Mumbai-400 018 (INDIA)

Telephones : (91)(022)249605 51 to 55

FAX : (91)(22)24964532

E-Mail:- grew@vsnl.com 

WEB : www.grengg.com  

 

BRANCHES & REGIONAL OFFICES :

 

BANGALORE:-

Whitefield Road, Bangalore-560 066 (Karnataka).

Tel.-(080)28454215 /16

Fax (080)28454219

E-Mail-grblr@vsnl.net

 

Delhi Office :-

529,Som Dutt Chambers II, 9,Bhikaji Cama Place, New Delhi-110 066 29.

Tel:- (011)26186779

Fax:- (011) 26196779

E-Mail:-grdelhi@del2.vsnl.net.in

 

GOA SHIPPING DIV.:-

5A/5B, Sapana Terraces, 1st floor,Swatantra Path, Vasco-Da-Gama,Goa-403802

Tel:- (0834) 2512972 2512973

Fax:- (0834) 2510415

E-Mail:- grgoa@goatelecom.com

 

TARAPUR WORKS:-

G-14, M.I.D.C.,Industrial Area,Tarapur-401 506.Maharashtra.

Tel.:- (02525) 272870,272970,270570

Fax:- (02525) 273287

E-Mail :- grewl_tpr@vsnl.net

 

 

 

DIRECTOR’S REPORT

 

The company has reasonably good order  backed position and with the order’s in the pipeline expect to maintain the performance level in the year.

 

In it’s  pursuit to diversify it’s activities, the company has joined hands with a  reforward     construction Co. to develop Bangalore properly into Technology parts and the first phase is expected to be completed by end the year 2004

 

The company has also undertaken expansion at Tarapur works involving substantial capital outlay from it’s own funds. On completion, the unit will be fully equipped with all modern machinery and besides increase in the plant capacity the plant will be able to manufacture high precision and heavier equipments.

 

 

Fixed Assets:

 

     Land (Freehold)

     Land (Leasehold)

     Buildings

     Buildings (On Freehold & Leasehold)

     Barges % Vessels

     Plant & Machinery

     Office Equipments

     Vehicles

 

 

Operations:

 

During the year the company has recorded a Sales turnover of Rs. 844.878 millions compared to Rs. 490.662 millions in the previous year. Profit before depreciation was Rs. 104.999 millions compared to Rs. 101.885 millions in the previous year. The Net Profit After Tax stood at Rs. 63.514 millions after providing for higher amount of depreciation at Rs. 16.269 compared to 11.905 previous year on the expanded assets at Tarapur Works and provision for tax at Rs. 24.416 millions inclusive of deffered tax provison of Rs. 14.316 millions. The profit margin was lower due to increased competition and also higher cost of Steel which is the main input

 

 

Expansion & Diversification:

 

The third expansion program at Tarapur works which was reffered ti in the last report has been completed. The entire capital outlay was financed from its own funds.

 

Your company has also successfully developed the first phase of technology park at Whitefield, Bangalore in June 2005 and the same has been leased. The company would now take up the development of II phase

 

The company also continued its Trading Division operation on selective basis.

 

With a view to explore growing international market the company has to set up a full fledged export division

 

 

 

 

 


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]         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. 46.04

UK Pound

1

Rs. 84.73

Euro

1

Rs. 57.92

 

 

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

 

44

 

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

 

 

 

 

 

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