MIRA INFORM REPORT

Report Date :

12.12.2007

IDENTIFICATION DETAILS

Name :	PREMIER EVOLVICS PRIVATE LIMITED
Formerly Known As :	PREMIER POLYTRONICS PRIVATE LIMITED
Registered Office :	# 244 ATD Street, Race Course, Coimbatore – 641018, Tamilnadu
Country :	India
Financials (as on) :	31.03.2007
Date of Incorporation :	16.09.1981
Com. Reg. No.:	181-1107
CIN No.: [Company Identification No.]	U02520TZ1981PTC001107
TAN No.: [Tax Deduction & Collection Account No.]	CMBP03036F
PAN No.: [Permanent Account No.]	AABCP3031A
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Testing Equipments

RATING & COMMENTS

MIRA’s Rating :

Aa

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 5500000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed company and a part of a medium – sized group in South India. Available information indicates high financial responsibility of the company. Trade relations are fair. Fundamentals are usually correct and as per commitments. The company can be considered good for normal business dealings at usual trade terms and conditions.

LOCATIONS

Registered Office :	# 244 ATD Street, Race Course, Coimbatore – 641018, Tamilnadu, India
Tel. No.:	91-422-6611000
Fax No.:	91-422-6611005
E-Mail :	mail@premiermills.com mail@evolvics.com secretary@premiermills.com
Website :	http://www.evolvics.com http://www.premierevolvics.com
Factory :	304 Trichy Road, Singanallur, Coimbatore – 641005, Tamilnadu, India

DIRECTORS

Name :	Mr. R Jagadish Chandran
Designation :	Director
Address :	# 245 ATD Street, Race Course, Coimbatore – 641018, Tamilnadu, India
Date of Birth/Age :	06.03.1941
Date of Appointment :	11.03.1983
Name :	Mr. K V Srinivasan
Designation :	Director
Address :	# 3 V P Naidu Street, Avanashi Road, Coimbatore – 641018, Tamilnadu, India
Date of Birth/Age :	13.03.1961
Date of Appointment :	01.07.1989
Name :	Mr. Sridhar Varadaraj
Designation :	Director
Address :	# 9 V P Naidu Street, Avanashi Road, Coimbatore – 641018, Tamilnadu, India
Date of Birth/Age :	24.11.1969
Date of Appointment :	23.08.1995
Name :	Mrs. Sabitha Chandran
Designation :	Director
Address :	# 244 ATD Street, Race Course, Coimbatore – 641018, Tamilnadu, India
Date of Birth/Age :	07.04.1942
Date of Appointment :	03.08.2002
Name :	Mr. L Sayee Mohan
Designation :	Director
Address :	A – 15, III Floor, Thasami Enclave, 28 Kulatheri Main Road, Uppilipalayam Post, Coimbatore – 641015, Tamilnadu, India
Date of Birth/Age :	03.03.1962
Date of Appointment :	15.01.1992
Date of Ceasing :	30.09.2004
Name :	Mrs. Shanthi Srinivasan
Designation :	Director
Address :	3 V Palanisway Naidu Street, Avanashi Road, Coimbatore – 641018, Tamilnadu, India
Date of Birth/Age :	27.11.1965
Date of Appointment :	12.08.2006
Other Directorship :	Holiday Travels Private Limited U63040TZ1978PTC000813 Premier Polyweaves Private Limited U17111TZ1995PTC005901 Premier Fine Yarns Private Limited U17111TZ1994PTC005511 Primero Intimates Private Limited U18101TZ2004PTC011439
Partnership Held :	Premier Cotton Textiles
Name :	Mrs. Kavitha Varadaraj
Designation :	Director
Address :	9 V Palanisway Naidu Street, Avanashi Road, Coimbatore – 641018, Tamilnadu, India
Date of Birth/Age :	03.01.1970
Date of Appointment :	12.08.2006
Other Directorship :	Coimbatore Twisters Limited U74999TZ1981PLC001106 Holiday Travels Private Limited U63040TZ1978PTC000813 Premier Polyweaves Private Limited U17111TZ1995PTC005901 Premier Fine Yarns Private Limited U17111TZ1994PTC005511
Partnership Held :	Premier Cotton Textiles
Name :	Mr. Rohit Rajendran
Designation :	Director

KEY EXECUTIVES

Name :	Mr. G Ramachandran
Designation :	Company Secretary
Address :	# 2, Ramanuja Nagar, Uppilipalayam, Coimbatore - 641015

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders	No. of Equity Shares
Sabitha Chandran	112000
Shanthi Srinivasan	34000
Kavitha Varadaraj	34000
Capricorn General Finance Private Limited	838750
R Jagadish Chandran	45000
Sridhar Varadaraj	34000
K V Srinivasan	34000
Total	1131750
Names of Shareholders	No. of Preference Shares
R Jagadish Chandran	2700
Sabitha Chandran	1800
K V Srinivasan	1125
Shanthi Srinivasan	1125
Sridhar Varadaraj	1125
Kavitha Varadaraj	1125
Total	9000
Equity Share Breakup	Percentage of Holding
Category
Bodies corporate	74.11
Directors or relatives of directors	25.89
TOTAL	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Testing Equipments

GENERAL INFORMATION

Bankers :

Punjab National Bank, Opposite Anakara Street, Coimbatore – 641001, Tamilnadu, India The Bank of Nova Scotia, “Classic Towers” 1547 Trichy Road, Coimbatore - 641018, Tamilnadu, India Andhra Bank

Banking Relations :	Satisfactory
Auditors :
Name :	M S Jagannathan and Visvanathan Chartered Accountants
Address :	6 D B Road, R S Puram, Coimbatore – 641002, Tamilnadu, India
Holding Company :	Capricorn General Finance Private Limited CIN No.: U65921TZ1979PTC000861
Associates :	Orion Polyfab Private Limited CIN No.: U17111TZ2003PTC010611 PFYL Holdings Private Limited CIN No.: U07010TZ2003PTC010635 Pulankinar Holdings Private Limited CIN No.: U70101TZ2004PTC010970 P C T Holdings Private Limited CIN No.: U70101TZ2004PTC010971 CTPL Holdings Private Limited CIN No.: U70101TZ2004PTC010972 Polytronics Holdings Private Limited CIN No.: U65993TZ2004PTC011202 Pachapalayam Holdings Private Limited CIN No.: U65993TZ2004PTC011200 Avanashi Holdings Private Limited CIN No.: U65993TZ2004PTC011203 Puliakulam Holdings Private Limited CIN No.: U70101TZ2002PTC010073 Premier [Jiangsu] Textile Electronics Company Limited
Subsidiaries :	Holiday Travels Private Limited CIN No.: U63040TZ1978PTC000813 Premier Polyweaves Private Limited CIN No.: U17111TZ1995PTC005901 Premier Fine Yarns Private Limited CIN No.: U17111TZ1994PTC005511 Primero Intimates Private Limited CIN No.: U18101TZ2004PTC011439 Coimbatore Twisters Limited CIN No.: U74999TZ1981PLC001106 Coimbatore Polytex Private Limited Sree Narasimha Textiles Private Limited Premier Cotton Textiles Premier Spg and Wvg Mills Private Limited Prima Products Private Limited Premier Mills Private Limited Nuva Systems Private Limited Premier Texturisers Private Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
2050000	Equity Shares	Rs. 10/- each	Rs. 20.500 Millions
10000	Preference Shares	Rs. 10/- each	Rs. 0.100 Million
	Total		Rs. 20.600 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1131750	Equity Shares	Rs. 10/- each	Rs. 11.318 Millions
9000	Preference Shares	Rs. 10/- each	Rs. 0.090 Million
	Total		Rs. 11.408 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2007	31.03.2006
SHAREHOLDERS FUNDS
1] Share Capital		11.408	11.408
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		1351.887	1278.124
4] (Accumulated Losses)		0.000	0.000
NETWORTH		1363.295	1289.532
LOAN FUNDS
1] Secured Loans		0.000	0.000
2] Unsecured Loans		0.602	32.717
TOTAL BORROWING		0.602	32.717
DEFERRED TAX LIABILITIES		0.000	0.789
TOTAL		1363.897	1323.038
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		146.276	140.483
Capital work-in-progress		84.295	37.303
INVESTMENT		218.991	251.490
DEFERREX TAX ASSETS		2.668	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	239.103	254.083
	Sundry Debtors	95.235	142.147
	Cash & Bank Balances	59.910	46.062
	Other Current Assets	2.788	5.456
	Loans & Advances	578.817	524.615
Total Current Assets		975.853	972.363
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	53.764	68.375
	Provisions	10.422	10.226
Total Current Liabilities		64.186	78.601
Net Current Assets		911.667	893.762
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		1363.897	1323.038

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2007	31.03.2006
Sales Turnover		659.127	800.298
Total Income		659.127	800.298
Profit/(Loss) Before Tax		104.083	213.205
Provision for Taxation		30.320	69.015
Profit/(Loss) After Tax		73.763	144.190
Earnings in Foreign Currency :
Total Earnings		259.117	315.155
Imports :
Total Imports		66.334	121.429
Expenditures :
	Interest	0.190	0.657
	Depreciation & Amortization	10.678	6.670
	Other Expenditure	544.176	579.766
Total Expenditure		555.044	587.093

KEY RATIOS

PARTICULARS		31.03.2007	31.03.2006
PAT / Total Income	(%)	11.19	18.02
Net Profit Margin (PBT/Sales)	(%)	15.79	26.64
Return on Total Assets (PBT/Total Assets}	(%)	9.28	19.16
Return on Investment (ROI) (PBT/Networth)		0.08	0.17
Debt Equity Ratio (Total Liability/Networth)		0.05	0.09
Current Ratio (Current Asset/Current Liability)		15.20	12.37

LOCAL AGENCY FURTHER INFORMATION

Bankers Charges Report as per Registry

Name of the company	PREMIER EVOLVICS PRIVATE LIMITED
Presented By	Sridhar Varadaraj – Managing Director
1) Date and description of instrument creating the change	30.12.2003 Hypothecation of goods and receivables to secure a Overdrafts / working Capital Demand loan / short term working capital loan / export packing credit / exports bills discounting / letter of credit / Guarantee 30.12.2003 Deed of Hypothecation of movable fixed assets.
2) Amount secured by the charge/amount owing on the securities of charge	Rs. 40.000 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	Stock of raw materials, work in progress, consumable stores, spares, finished goods, receivables and other current assets. All the present and future book debts. All moveable machinery of the company both present and future.
4) Gist of the terms and conditions and extent and operation of the charge.	The charge operates as security for the repayment by the company to the Bank of Nova Scotia for its working capital credit facilities aggregating to Rs. 40.000 Millions
5) Name and Address and description of the person entitled to the charge.	The Bank of Nova Scotia “Classic Towers” 1547 Trichy Road, Coimbatore - 641018, Tamilnadu, India
6) Date and brief description of instrument modifying the charge	12.01.2005 Hypothecation of goods and receivables to secure a overdrafts / working capital demand loan short term working capital loan export packing credit / export bills discounting / letter of credit / guarantee Deed of hypothecation dated 12^th day of April 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 amount secured by the hypothecation charge is reduced to Rs. 19 Millions from Rs. 40.000 Millions

This form is for	Modification of charge
Charge identification number of the charge to be modified	90004191
Corporate identity number of the company	U02520TZ1981PTC001107
Name of the company	PREMIER EVOLVICS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	# 244 ATD Street, Race Course, Coimbatore – 641018, Tamilnadu, India
Type of charge	Book debts Movable Property
Particular of charge holder	Punjab National Bank Opposite Anakara Street, Coimbatore – 641001, Tamilnadu, India pnbcoimb@md5.vsnl.net.in
Nature of description of the instrument creating or modifying the charge	Hypothecation of current assets dated 07.12.2006 Hypothecation of movable assets dated 07.12.2006
Date of instrument Creating the charge	07.12.2006
Amount secured by the charge	Rs. 66.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest Cash Credit [Hypothecation] : 11.5 % p.a. Packing Credit – upto 180 days – BPLR – 4.0 % i.e. 7.5 % p.a. upto 180 days, BPLR – 0.25 % i.e. 11.25 % p.a. FLC / ILC [DA/DP]- Commission for FLC – 0.25 %; ILC – as per Banker’s H. O. Guidelines Terms of repayment Credit limit extended by the bank is the nature of working capital and payable on demand by the company. Margin Cash Credit [Hypothecation] – 25 % Packing Credit – 25 % FOBP / FOUBP / FOUBNLC / FOBNLC – Nil Documentary Foreign / Inland letter of credit [DA/DP] - Nil Extent operation of the charge The due repayment and discharge of working capital facilities aggregating to Rs. 87.500 Millions by the company to Punjab National Bank are secured by – First pari-passu charge on all current assets such as Raw Materials, stock in process finished goods, receivables, stores and spares both present and future Second pari-passu charge on movable fixed asset, present and future.
Short particulars of the property charged	Raw materials, store in process, finished goods, receivables, sores and spares and other current assets, movable fixed assets situated in the premises / godown of the company as mentioned in the instruments of hypothecation dated 07.12.2006.
Date of latest modification prior to the present modification	23.10.2003
Particulars of the present modification	The aggregate of working capital credit facilities is reduced from Rs. 90.000 Millions to Rs. 66.000 Millions and the hypothecation charge is to cover the same.

AS PER WEBSITE

Subject is a fast emerging leader in the field of quality testing and on-line monitoring and services for the textile industry worldwide. Premier has a strong focus on Research and Development and works with several leading edge technologies to offer technologically superior products to its customers.

Subject is a part of the $ 210Mn Premier Mills group, Coimbatore, India. Premier commenced operation in 1983, manufacturing products under license from Zellweger Uster AG, Switzerland, and marketing them within India. Since 1996, Premier is independently developing, manufacturing and marketing its products to the textile industry worldwide.

Subject provides a complete range of solutions for the textile industry to improve Quality and Productivity, focusing on the following distinct areas of manufacturing:

· Fiber Testing Equipment

· Yarn Testing Equipment

· Yarn Clearing Systems

· On-Line Quality and Production Monitoring Systems For Spinning & Weaving

· Mill Management Solution

Subject has established a worldwide sales and service network in more than 45 countries, which includes Latin America, Europe, Africa and Asia. Its Chinese subsidiary, Premier Jiangsu Textile Electronic Co Ltd., was established in June 2004 to service the Chinese market. Premier's After Sales Support System consists of engineers and spare-parts stationed at strategic points around the world. This network is further enhanced with an Internet based fault diagnosis system in-built into its products, with which it is possible for engineers at its Headquarters to diagnose and solve the most complicated issues.

With world-class quality standards and user-friendly features in the products, supported by a competent and responsive service team, Premier's products have gained worldwide market acceptance. The technologically advanced products and services will also now be available in new business areas of machine vision systems, Security and Identification systems and similar technology oriented areas.

Subject, foray in the field of Machine Vision Systems is born out of the understanding of the exacting needs of various Process Industries such as Pharmaceuticals, Food & Beverage, Automotive Components and Engineering to name a few.

News

Premier unveils a suite of new products and solutions at ITMA Munich, 2007

Premier Evolvics, a leading global manufacturer of quality and process testing, monitoring and analyzing equipment, launched a range of products and solutions at the ITMA Munich, 2007. Located in the hall A4, stall 151/256, the stall attracted a lot of worldwide customers.

Speaking at the occasion, Mr. Sridhar Varadaraj, Managing Director, said “Intelligence is the core of our offering. Our corporate philosophy integrates the trilogy of intelligent technology, intelligent solutions and intelligent support in bringing about the spinning industry’s most comprehensive range of quality and process testing, monitoring and analyzing instruments.

New suite of intelligent products

The product suite on display included a new and improved ART (High Volume Fibre Tester) with a full function Gravimetric Trash option. The new features in the ART include a moisture corrected strength measurement, a built-in RH sensor, engineering calibration using metal plugs for the automated microniare module and an improved front end report format. The Gravimetric Trash is functionally integrated with the ART central processor. It eliminates the need for multiple passes and has an auto trash collection and weighment. This results in a fast, precise and user friendly measurement.

The aQura NL has been upgraded with a host of software features like the Nep difference, percentage, relative short fibre content (RSFC), length difference percentage, combing optimization index, process chart and trend and comparison reports for Neps and Length measurement.

The new series of contamination detectors under the Xeni platform: Xeni 2 and Xeni F complement each other for a complete solution for contamination detection in the blow room. The Xeni 2 employs no “deaf zone” ultrasonic sensors for detecting white PP and a CCD array and its associated high speed image processing to detect contaminants of all types and sizes. The Xeni F is optimized for input of the blow room to optimally detect large sized contaminants.

The Texpert ERP system is now available in a modular configuration and the users can pick any module among the 11 technical and commercial modules available. This reduces the implementation time and phases out the investment for the mill.

Intelligent solutions

A new parameter, redefining the way the yarn hairiness can be measured, is now available. Hair Severity is a new parameter which reflects the seriousness of the longer hair in spinning, weaving and knitting. A guidebook containing applications, statistics and technology information is now available.

The Premier productivity standard 2007 is a first of its kind of global compilation. It provides an easy to use information on the best levels achieved by mills worldwide with respect to parameters like GR/SH, AEF, EBR, EM etc. Mills can benchmark their performance against the data compiled from 3.5 Million spindles working with Premier Ring i. eNeps is yet another innovative expert tool introduced by Premier. It enables the spinner to predict the yarn neps based on the neps in the Finisher draw frame silver. This is an asset to the mill in optimizing their process parameters.

Intelligent support

With the launch of Dr.Q- the service over the internet program, Premier is on the way of rewriting the way the customer service is rendered in the industry. The service available for Premier Laboratory equipments enables a high equipment uptime and is backed up by a centralized Dr. Q resource cell which helps the customers to solve the equipment problems from a remote login.

Concluding the address, Mr. Varadaraj said “At Premier, technology is interwoven into everyday solutions and is ably supported by an industry defining customer support program. The Intelligence quotient in our products and services bear the testimony to the same”

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.39.36
UK Pound	1	Rs.80.58
Euro	1	Rs.57.96

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