MIRA INFORM REPORT

Report Date :

18^TH May, 2006

IDENTIFICATION DETAILS

Name :	ICICI ONE SOURCE LIMITED
Registered Office :	6^thFloor, Peninsula Chambers, Ganpatrao Kadam Marg, Lower Parel (West), Mumbai – 400 013, Maharashtra, India
Country :	India
Financials (as on) :	31.03.2005
Date of Incorporation :	6^th December 2001
Com. Reg. No.:	11-134147
Legal Form :	A closely held Public Limited Liability Company.
Line of Business :	Providing Contact Center and Transaction Processing Services.

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 15500000
Status :	Satisfactory
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a part of well established and reputed ICICI Bank group which has shown remarkable progress in a short span. Available information indicates high financial responsibility of the company. Trade relations are fair. Financial position is satisfactory. The company can be considered good for normal business dealings. It can be regarded as a promising business partner in a medium to long-run.

LOCATIONS

Registered Office :	6^thFloor, Peninsula Chambers, Ganpatrao Kadam Marg, Lower Parel (West), Mumbai – 400 013, Maharashtra, India
Tel. No.:	91-22-56660888
Fax No.:	91-22-56635481
E-Mail :	1. india@icicionesource.com 2. uk@icicionesource.com 3. usa@icicionesource.com
Website :	http://www.icicionesource.com
Corporate Office :	v 6^th Floor Peninsula Chambers Ganapatrao Kadam Marg Lower Parel, Mumbai – 400 013 Tele No. 91-22-56660888 Fax No. 91-22-56635481 v 159, Prestige Sapphire 9^th Main 3^rd Block, Jayanagar Bangalore – 560 011 Tele No. 91-80-6537030 Fax No. 91-80-6537020
Delivery center.:	v 4^th Dimension, Mind Space, Link Road, Malad West, Mumbai – 400 064, Maharashtra Tele No. 91-22-56983500 Fax No. 91-22-56999476 v 148, R.V. Road, V.V. Puram, Bangalore – 560 004, Karnataka Tele No. 91-80-6502540 Fax No. 91-80-6502086 v 69/1, Golden Millennium Millers Road, Bangalore – 560 052, Karnataka Tele No. 91-80-2358640 Fax No. 91-80-2358630
Branches :	Situated at: UK, USA

DIRECTORS

Name :	Dr. Ashok Ganguly
Designation :	Chairman
Address :	No. 6, Pemino, Altamount Road, Mumbai, Greater Mumbai-400026, Maharashtra
Date of Birth/Age :	28/07/1935
Previous Employment :	Chairman – Hindustan Lever Limited Director – Unilever Plc.- Anglo-Dutch Parent Director – Reserve Bank of India (Present Working) Director – Boar of British Airways Plc.
Date of Appointment :	17/04/2002
Name :	Ms. Shikha Sharma
Designation :	Director
Address :	16A, Peregrine, Veer Savarkar Marg, Prabhadevi Mumbai, Greater Mumbai-400025, Maharashtra
Date of Birth/Age :	19/11/1958
Date of Appointment :	17/04/2002
Previous Employment	She joined ICICI in 1980 and worked in the company for 15 years. In 1995 she moved to ICICI Securities and was later deputed to J.P. Morgan & Company. She rejoined ICICI in 1997 as General Manager in charge of the strategic planning and development and also set up the structured products group. In 1998 she was designated Senior General Manager
Name :	Ananda Ranjitkumar Mukerji
Designation :	Director
Address :	301, Radhika Apartments, Off Sayani Road, Prabhadevi, Mumbai – 400 025
Date of Birth/Age :	27/11/1959
Qualification	Graduate from IIT, Kharapur Post Graduate Diploma in Management from IIM
Previous Employment	Chief Financial Officer – Enron India Limited Chief Financial Office – BPL Communication Limited
Profile	He is working in a number of areas including project finance, corporate finance and investment banking. At ICICI he set up and/or managed a number of new businesses including the Infrastructure, Structured Finance and advisory businesses. He has also been Executive Assistant to the MD & CEO and Head of Strategy for ICICI. He rejoined ICICI in January 2002 as the Managing Director & Chief Executive Officer of the company.
Date of Appointment :	17/04/2002
Name :	Mr. Balaji Swaminathan
Designation :	Director
Address :	1301, Radhika Apartment, TS off Sayani Road, Prabhadevi Mumbai, Greater Mumbai-400026, Maharashtra
Date of Birth/Age :	19/03/1965
Previous Employment	Partner – KPMG Other Key clients at KPMG includes Infosys, HCL Technologies, Standard Chartered Bank and ANZ Grindlays
Date of Appointment :	19/08/2002
Name :	Mr. Charls Miller Smith
Designation :	Director
Address :	60, Chester Road, London, UK SW1 W Hap
Date of Birth/Age :	07/11/1939
Previous Employment	Chairman – Scottish Power Plc. Chairman - Imperial Chemical Industries Director – Unilever tNon-executive Director – Midland Bank Plc. And HSBC Governor – Henley Management Collage
Date of Appointment :	19/08/2002
Name :	Mr. K. P. Balaraj
Designation :	Director
Address :	301, Lyndhurst Apartments, No. 3, Walton Road, Bangalore, Karnataka-560001
Date of Birth/Age :	18/01/1971
Date of Appointment :	02/09/2003
Name :	Akash Prem Prakash
Designation :	Director
Address :	301, Ameet Building, Vile Parle (E) Mumbai-400046, Maharashtra
Date of Birth/Age :	02/12/1966
Date of Appointment :	21/01/2005
Name :	Shailesh Mehta
Designation :	Director
Address :	401, EL Cerrito Ave, Hillsboroguh, California, USA-94010
Date of Birth/Age :	22/04/1949
Date of Appointment :	21/01/2005
Name :	Ravendra Shnasamy Kri
Designation :	Director
Address :	14, Bright Hill Crescent, Singapore-609482
Date of Birth/Age :	04/04/1953
Date of Casing :	21/11/2005
Date of Appointment :	12/08/2004
Name :	Girish Vithalrao Lakhe
Designation :	Director
Address :	110, Jai Vijay Society, Western Express Highway, Vile Parle (E), Mumbai- 400099, Maharashtra
Date of Birth/Age :	22/08/1958
Date of Appointment :	01/08/2003
Managements :-
Mr. Rahul Basu	Chief Financial Officer
Mr. Sanjiv Dalal	Chief Technology Officer
Mr. Aashu Calapa	Vice President - HR
Mr. Daya Kori	Center Head
Mr. Jimmy Patel	Head Asset Management Group
Mr. Sameer Chadha	Vice President – Operations
Mr. Rajesh Subramanium	Vice President – Corporate Development
Mr. Prashantha M. J.	Vice President – Technology
Mr. N. K. Ahuja	Chief Financial Officer
Mr. Raju Bhatnagar	President & Chief Operating Officer
Mr. Ganesh K.	President
Mr. Bhashyam Seshan	Company Secretary
Mrs. Meena Ganesh	Chief Operating Officer

MAJOR SHAREHOLDERS

Names of Shareholders	No. of Shares
ICICI Bank Limited	60000000
Western India Trustee Executor Company Limited (ICICI Strategic investment Fund)	139999300
ICICI Investment Management Company Limited	100
Reclamation Properties India Private Limited	100
Reclamation Realty India Private Limited	100
Reclamation Realty India Private Limited	300
ICICI Web Trade Limited	100
Westbtidge Ventures Investment Holding	10000
K Ganesh	56250
Meena K Ganesh	43750
Arasappa Dayalu	2500
A Nathaniel Aruliniyan	2500
Munish kumar Arora	2500
Shailesh Mehta	245000
Adesh Kumar Singh	2500
Jaipal Singh Varma	2500
Aranda investments Mauritius Pte. Limited	20000
Sonia Katyal	2500
Divya krishanan	3750
Narayanan Sathish	3750
S. Rama Subramanian	2500
Jimmy Aspi Patel	81250
Geetha Panda	56250
Nayasheel Kumar Ahuja	43750
H G Vasudeva	2500
Siddharth Savkur	3750
Krishna M.C.	28125
J. M. Lease Consultants	75000
Sarika Saraf	34500
Jaideep Narendra Sampat	33000
Westbridge Ventures India Investment Holding	58809600
Aranda investments Mauritius Pte. Limited	138785306

BUSINESS DETAILS

Line of Business :	Providing Contact Center and Transaction Processing Services.
Products :	IT enabled Transaction Processing Services.

GENERAL INFORMATION

No. of Employees :	6116
Bankers :	ICICI Bank Main Office, Mumbai, Maharashtra

Banking Relations :	Satisfactory
Auditors :	Bharat S. Raut & Company Chartered Accountants KPMG House, Kamal Mills Compound 448, Senapati Bapat Marg, Lower Parel Mumbai – 400 013
Tel. No.:	91-22-24913030 / 24913031
Associates/Subsidiaries :	ICICI One Source Limited USA ICICI One Source Limited UK First Ring Inc. USA Accounts Solutions Group LLC Pipal Research Corporations Satvik Research and Analytics India Private Limited Rev IT Systems Private Limited Sherpa Business Solutions Inc. ICICI Ventures Funds Management Company Limited ICICI Brokerages Services Limited ICICI International Limited ICICI Trusteeship Services Limited ICICI Home Finance Company Limited ICICI Investment Management Company Limited ICICI Securities Holdings Inc ICICI Securities Inc ICICI Bank UK Limited ICICI Securities Limited ICICI Lombard General Insurance Company Limited Prudential ICICI Asset Management Company Limited TCW/ICICI Investment Partners L.L.C. ICICI InfoTech Limited InfoTech Limited (Formerly ICICI InfoTech Limited) ICICI Distribution Finance Private Limited ICICI Bank, Canada ICICI Prudential Life Insurance Company Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
250000000	Equity Shares	Rs. 10/- each	Rs. 2500.000 Millions
200000000	Equity Shares	Rs. 10/- each	Rs. 2000.000 Millions
	Total		Rs. 4500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
200746250	Equity Shares	Rs. 10/- each	Rs. 500.100 millions
35672100	Convertible Preference Shares (Series ‘B’)	Rs. 10- each	Rs. 356.721 millions
161922806	Convertible Preference Shares (Series ‘C’)	Rs. 10- each	Rs. 1619.228 millions
	Total		Rs. 3983.412 millions

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		3983.412	2358.002	1300.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		0.000	0.031	0.000
4] (Accumulated Losses)		(16.289)	(106.652)	(135.534)
NETWORTH		3967.123	2251.381	1164.466
LOAN FUNDS
1] Secured Loans		546.812	0.000	0.000
2] Unsecured Loans		370.415	199.713	700.000
TOTAL BORROWING		917.227	199.713	700.000
DEFERRED TAX LIABILITIES
TOTAL		4884.350	2451.094	1864.466
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		795.307	261.378	255.293
Capital work-in-progress		16.359	169.787	1.976
INVESTMENT		2128.306	1576.742	1261.341
DEFERREX TAX ASSETS		0.136	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	295.732	181.915	200.986
	Cash & Bank Balances	56.763	9.860	212.830
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	858.050	453.353	120.868
Total Current Assets		1210.545	645.128	534.684
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	337.864	192.352	182.444
	Provisions	25.890	9.589	6.384
Total Current Liabilities		363.754	201.941	188.828
Net Current Assets		846.791	443.187	345.856
MISCELLANEOUS EXPENSES		1097.451	0.000	0.000
TOTAL		4884.350	2451.094	1864.466

PROFIT & LOSS ACCOUNT

PARTICULARS	31.03.2005	31.03.2004	31.03.2003
Sales Turnover [including other income]	2568.047	1079.054	375.765
Profit/(Loss) Before Tax	91.584	28.882	(135.534)
Provision for Taxation	1.221	--	--
Profit/(Loss) After Tax	90.363	28.882	(135.534)
Export Value	2442.704	1039.360	--
Import Value	251.695	55.845	107.344
Total Expenditure	2476.463	1050.172	511.299

KEY RATIOS

PARTICULARS		31.03.2005	31.03.2004	31.03.2003
PAT / Total Income	(%)	3.52	2.68	(36.07)
Net Profit Margin (PBT/Sales)	(%)	3.57	2.68	(36.07)
Return on Total Assets (PBT/Total Assets}	(%)	4.56	3.19	(17.15)
Return on Investment (ROI) (PBT/Networth)		0.02	0.01	(0.12)
Debt Equity Ratio (Total Liability/Networth)		0.32	0.18	0.76
Current Ratio (Current Asset/Current Liability)		3.32	3.19	2.83

LOCAL AGENCY FURTHER INFORMATION

The company’s fixed assets of important value include intangible fixed assets - software, tangible fixed assets - computers, service equipment, office furniture & equipment and leasehold improvements.

The company was incorporated under the name and style of ICICI Infotech Upstream Limited and charged to present name w.e.f. 2^nd April, 2002.

The company initiated the amalgamation process of amalgamating customer Asset India Limited and First Ring India Private Limited, both wholly owned subsidiaries of the company.

History

ICICI One Source Limited (One source or the company) is an IVIVI Group company incorporated on 6^th December, 2001. as on 31^st March 2005. ICICI Bank limited and ICICI Strategic investments fund hold majority equity stake in the company the company is engaged in the business providing contact center, transaction procession, research based and debt collection services.

On 31^st March 2005, the company acquired 90.01 % voting interest in Rev IT systems private Limited a company incorporated in Chennai, India . Rev IT owns 100 % stake in Sherpa Business solutions Inc a company incorporated in Michigan, USA. Both Rev. IT and Sherpa are in the Business of information Technology Enabled services and business process outsourcing services .

On 22^nd September, 2004. the company through its subsidiary company FirstRing Inc’s wholly owned subsidiary namely, FirstRing India Private Limited, India became the subsidiary of the company. With the acquisition of FirstRing Inc, the company now has presence in the outbond calls business as well . ASG is a debt for credit card issuers in the US.

On 26^th July 2004 the company acquired 51 % voting interest in Pipal Research corporation a company incorporated under the lows of the state of Iiinors YSA, Pipal owns 100 % equity shares in Satvik Research and Annalistic India Private Limited a company incorporated in India. Pipal and Satvik research based services to their customers

Operations

The total revenue increased from Rs. 1079.050 millions to Rs. 2568.05 millions in the year under report – a growth rate of 138.2%. Export revenue increased from Rs. 1039.360 millions to Rs. 2442.81 millions – a growth rate of 135 %. The profit before tax and profit after tax increased from Rs. 28.88 millions to Rs. 90.36 millions, a growth of 212.90 % over the previous financial year. The consolidated revenue increased from Rs. 1807.74 millions to Rs. 3234.74 millions a growth of 79 % over the previous financial year. The consolidated profit before tax increased form Rs. 25.23 million to Rs. 173.38 million a jump of 587 % whereas the profit after tax increased from Rs. 6.13 million to Rs. 181.09 million a growth of 2854 % over the previous financial year.

Although the company has posted net profit of Rs. 90.36 millions the company do not propose to recommend dividend on either equity or preference share capital.

Increase in authorised share capital

The company increased its authorized share capital from Rs. 300.000 millions to Rs. 400.000 millions during the year under report. The increased authorized share capital of Rs. 450.000 millions is divided into 25 Crore-equity shares of Rs. 10/- each and 20 Crore-preference shares of Rs. 10/- each.

Acquisition. investment & fund raising:

During the year under report the company had invested in Pipal Research Corporation a company registered in the state of llinois, USA a mount of US $ 3.28 million to acquire 136093 common shares of the par value of US$ 1 per share. Upon completion of the subscription of the shares in Pipal, the company owns 51 % of the post investment share capital of Pipal. Pipal is engaged in the business providing business research services to knowledge seeking international organizations based in the USA and the UK through its operations in the USA and India. With this investment, Pipal and its wholly owned subsidiary, Satvik Research become subsidiaries of the company.

Consequently, First Ring Inc’s wholly owned subsidiary namely, FirstRing India Private Limited, India became the subsidiary of the company. With the acquisition of FirstRing Inc, the company now has presence in the out bond calls business as well.

The company shall continue to pursue its inorganic strategy to acquire the domain expertise in chosen verticals and to acquire technical expertise in identified areas.

This acquisition will accelerate market penetration in USA and provide enhanced value to customers.

In order to meet the requirement of funds for ASG acquisition the company in the company borrower US$ 15 million in the month of June 2004. External commercial borrowing through ICICI Bank for a period of three years.

In order to meet the requirement of funds for ASG acquisition the company in the month of September 2004 issued 20000 equity shares of the face value of Rs. 10/- each at a premium of Rs. 9.85 per shares and 1387500 Series C participatory optionally convertible preference shares of the face value of Rs. 10/- each at par to Aranda Investment Private Limited and 23137500 Series C participatory optionally convertible preference shares of the face value of Rs. 10/- each at par invested US $ 30 million and US $ 2 million respectively, in the share capital of the company on preferential allotment basis.

ABN Amro Bank N. V. sanctioned a Financial Guarantee limit of US $ 11.00 million in the month of September, 2004, which was utilized for providing bank guarantee to the promoters of ASG.

Business overview :

The third of operations has been an eventful one for the company. The company has emerged as the fifth largest ITES and BPO service providers in India within a short span of three years. The company also ranked seventh amongst most preferred ITES and BPO vendors in the world in the world as per survey conducted by the Blank Book of Outsourcing.

The other major developments over the past year included:

• Acquisition of ASG, Pipal and Rec IT and Company’s foray into receivables collection high end market research and healthcare and transaction processing segments.
• Successful completion, migration and commissioning of dedicated center for Ltoyds TSB Bank Plc at Mumbai
• Scaling the operations from three centres to five centre delivery capability with strength of over 6116 employees.
• Acquiring new clients from the financial services sector, entry into outbound and telemarketing segment and growing business from existing clients.
• Singing of Lease for the new center at Bangalore to consolidate the operations of two of the existing centers at Bangalore.

Subject is engaged in the business of providing Contact Center and Transaction Processing Services.

The company is a member of ICICI Bank focused on IT-Enabled Services (ITES), and is planning to invest its business process outsourcing (BPO) facility.

During the current year, ICICI Venture Capital Fund, which held 70% equity stake in the company through ICICI Information Technology Fund, transferred its stake to a new fund, ICICI Strategic Investments Fund. Accordingly Fund hold 30% and 70% equity stake respectively in the company.

It has over 1000 seats and 1400 agents spread across its two centres in Bangalore and Mumbai.

To support its inorganic growth, the company is looking at raising additional funds either in the form of debt or external funding. It has not yet decided on how and when to raise additional funds but it should happen simultaneously with their acquisition process.

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. 45.46
UK Pound	1	Rs. 85.94
Euro	1	Rs. 58.32

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--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	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		47

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		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