MIRA INFORM REPORT

 

 

Report Date :

24.07.2007

 

IDENTIFICATION DETAILS

 

Name :

BEST IT WORLD [INDIA] PRIVATE LIMITED

 

 

Registered Office :

87, Mistry Industrial Complex, MIDC Cross Road 'A', Andheri East, Mumbai 400 093, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2006

 

 

Date of Incorporation :

17.12.1996

 

 

Com. Reg. No.:

11-104553

 

 

CIN No.:

[Company Identification No.]

U30000MH1996PTC104553

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

Manufacturer of UPS, Paper and Printer for Computers.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A

 

RATING

STATUS

PROPOSED CREDIT LINE

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

 

Maximum Credit Limit :

USD 170000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well-established and reputed company having satisfactory track. Directors are reported as experienced and respectable businessmen. Trade relations are reported as fair. Business is active. Payments are usually correct and as per commitments.

 

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

 

 

LOCATIONS

 

Registered Office /

Factory :

87, Mistry Industrial Complex, MIDC Cross Road 'A', Andheri East, Mumbai 400 093, Maharashtra, India

Tel. No.:

91-22-28251820 / 28235360 / 30815100 / 56935135 / 30814050

Fax No.:

91-22-28376545 / 66936262

E-Mail :

sandeep@bestitworld.com

systems@bestitworld.com

sales@iball.co.in

Website :

http://iball.co.in

 

 

Branches :

Located at

 

  • Ahmedabad
  • Bangalore
  • Bhubaneshwar
  • Chandigarh
  • Cochin
  • Chennai
  • Dehradun
  • Guwahati
  • Indore
  • Jaipur
  • Kolkata
  • New Delhi
  • Lucknow
  • Nagpur
  • Nashik
  • Pune
  • Raipur
  • Secunderabad

 

 

Service Center :

Located at :

 

  • Andhra Pradesh
  • Assam
  • Chattisgarh
  • Goa
  • Gujarat
  • Karnataka
  • Kerala
  • Madhya Pradesh
  • Maharashtra
  • New Delhi
  • Orrisa
  • Punjab
  • Rajasthan
  • Tamil Nadu
  • Uttar Pradesh
  • Uttaranchal
  • West Bengal

 

 

DIRECTORS

 

Name :

Mr. Sandeep Sitaram Parasrampuria

Designation :

Director

Address :

402, Resort View, Thakur Complex, Kandiwali [East], Mumbai – 400101, Maharashtra, India

Date of Birth/Age :

20.07.1965

Date of Appointment :

17.12.1996

 

 

Name :

Mr. Anil Parasrampuria

Designation :

Director

Address :

18-B, Laxmi Estate, Old Nagardas Road, Andheri [East], Mumbai, Maharashtra, India

Date of Birth/Age :

06.09.1967

Date of Appointment :

17.12.1996

 

 

Name :

Mr. Rakesh Yogeshkumar Shah

Designation :

Director

Address :

R / 104, Shanti Apartments, Mathurdas Exten. Road, Kandivali [East], Mumbai – 400067, Maharashtra, India

Date of Birth/Age :

20.11.1965

Date of Appointment :

21.05.1998

 

 

Name :

Mr. Vijay Kumar Dalmia

Designation :

Director

Address :

603 / 604, Highland Park, Lokhandwala Complex, Andheri [East], Mumbai, Maharashtra, India

Date of Birth/Age :

28.12.1957

Date of Appointment :

07.06.2000

 

 

Name :

Mr. Sunil B. Kedia

Designation :

Director

Address :

B – 10/26, Khira Nagar, S V Road, Santacruz [West], Mumbai, Maharashtra, India

Date of Birth/Age :

30.10.1959

Date of Appointment :

07.06.2000

 

 

SHAREHOLDING PATTERN

 

Equity Share Breakup

 

 

Category

 

Percentage of Holding

Directors of relatives of directors

 

100.00

 

 

 

 


 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of UPS, Paper and Printer for Computers.

 

 

Products :

Product Description

ITC Code No

Computers

8471

Printers for Computer

8471

 

 

GENERAL INFORMATION

 

Bankers :

  • Cosmos Co-operative Bank Limited
  • Citi Bank N.A.
  • Kotak Mahindra Bank

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

V. B. Goel and Company

Chartered Accountants

Address :

9/429, Bhagyodaya, Kher Nagar, Bendra [East], Mumbai – 400051, Maharashtra, India

 

 

Associates/Subsidiaries :

Natasha Industries

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

2,000,000

Equity Shares

Rs. 10/- each

Rs. 20.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

7,499,500

Equity Shares

Rs. 10/- each

Rs. 7.500 Millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2006

31.03.2005

31.03.2004

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

7.500

5.000

5.000

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

36.077

16.866

12.421

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

43.577

21.866

17.421

LOAN FUNDS

 

 

 

1] Secured Loans

24.961

24.511

15.003

2] Unsecured Loans

22.794

29.691

26.837

TOTAL BORROWING

47.755

54.202

41.840

DEFERRED TAX LIABILITIES

1.453

1.962

1.787

 

 

 

 

TOTAL

92.785

78.030

61.048

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

19.469

16.878

17.115

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

0.131

0.138

0.143

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

87.125

75.778

37.746

 

Sundry Debtors

126.116

89.318

89.773

 

Cash & Bank Balances

20.460

14.399

13.032

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

7.904

6.933

9.119

Total Current Assets

241.605

186.428

149.670

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

158.677

124.650

100.236

 

Provisions

9.747

0.769

5.650

Total Current Liabilities

168.424

125.419

105.886

Net Current Assets

73.181

61.009

43.784

 

 

 

 

MISCELLANEOUS EXPENSES

0.004

0.005

0.006

 

 

 

 

TOTAL

92.785

78.030

61.048

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2006

[Expected]

31.03.2005

[Expected]

31.03.2004

Sales Turnover

1500.000

1200.000

909.505

Other Income

 

 

6.655

Total Income

 

 

916.160

 

 

 

 

Profit/(Loss) Before Tax

 

 

12.880

Provision for Taxation

 

 

4.914

Profit/(Loss) After Tax

 

 

7.966

 

 

 

 

Imports :

 

 

 

Total Imports

 

 

147.006

 

 

 

 

Expenditures :

 

 

 

 

Cost of Goods Sold

 

 

829.220

 

Employees Expenses

 

 

19.749

 

Administrative and other Expenses

 

 

17.746

 

Selling and Promotional Expenses 

 

 

27.855

 

Interest and Finance Charges

 

 

7.129

 

Loss on Sale of Investment

 

 

0.346

 

Depreciation & Amortization

 

 

1.236

Total Expenditure

 

 

903.281

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2006

31.03.2005

31.03.2004

PAT / Total Income

(%)

NA

NA

0.87

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

NA

NA

1.42

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

NA

NA

7.73

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

NA

NA

0.74

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

4.96

8.21

8.48

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.43

1.49

1.41

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

 

Fixed Assets

 

  • Office Premises
  • Computer Systems
  • Electrical Fittings
  • Dies and Moulds
  • Office Equipment
  • Furniture and Fixture
  • Vehicles

 

           

 

Bankers Charges Report as per Registry

 

Name of the company

BEST IT WORLD [INDIA] PRIVATE LIMITED

Presented By

Cosmos Co-operative Bank Limited, Vile Parle Branch, Mumbai – 400057

1) Date and description of instrument creating the change

Hypothecation of Tangible Goods / Movable Property to secure A Demand cash credit Account / Demand overdraft account / demand loan account dated 04.03.2002

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

Rs. 10.000 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

Hypothecation of all the goods of the borrowers namely computers, peripherals under L/C arrangements more particularly described in the schedule attached herewith including there in the stocks thereof the time being whether raw or manufactured or in process of manufacture and also all products, goods and any every tangible movable property of the borrowers whether new lying or a any time hereafter during the continuance of this security lying or being in or about the borrowers premises and godowns at Mumbai or whether ever else the same may be or be held by any party anywhere.  

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

R.O.I. 12 % p.a.

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

Cosmos Co-operative Bank Limited

Vile Parle Branch,

45, Sarawati Niwas, Hanuman Road,

Vile Parle [East], Mumbai – 400057

6) Date  and brief description of instrument modifying the charge

Deed of Mortgage dated 11.06.2004

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 charge is dated 04.03.2002 for Rs. 10.000 Millions and further modified on 25.10.2002 making total limit to Rs. 17.000 Millions now by present modification dated 11.06.2004 the L/C limit has been enhanced by Rs. 8.000 Millions making total limit to Rs. 25.000 Millions further mortgage of all piece and parcel of the Industrial premises known as unit no 75 situated at second floor of the building known as Mistri Industrial Complex, constructed on the piece of land or ground situated, lying and being at village Mulgaon more particularly described in schedule attached herewith. This is collateral security for the L/C Limit R.O.I. 12 % p.a. or at such rate as may be determined by the bank from time to time.

 

 

This form is for

Modification of charge

Charge identification number of the charge to be modified

90164041

Corporate identity number of the company

U30000MH1996PTC104553

Name of the company

BEST IT WORLD [INDIA] PRIVATE LIMITED

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

87, Mistry Industrial Complex, MIDC Cross Road 'A', Andheri East, Mumbai 400 093, Maharashtra

Type of charge

  • Immovable Property
  • ]Book Debts
  • Movable Property
  • Floating Charge 

Particular of charge holder

Cosmos Co-operative Bank Limited

Vile Parle Branch,

45, Sarawati Niwas, Hanuman Road,

Vile Parle [East], Mumbai – 400057

njbhatia@rediffmail.com

Nature of description of the instrument creating or modifying the charge

Deed of Mortgage

Date of instrument Creating the charge

09.10.2006

Amount secured by the charge

Rs. 20.000 Millions

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

Rate of Interest

As determined by the bank from time to time

 

Terms of repayment

As determined by the bank from time to time

 

Margin

As determined by the bank from time to time

 

Extent operation of the charge

This cash credit facility

 

Others

Mortgage property is also security for bank guarantee facility of Rs. 1.000 Millions and Cheques purchase facility of Rs. 0.500 Millions 

Short particulars of the property charged

Hypothecation of all the movable assets of the borrower including raw material, semi finished and finished goods and machinery, including instruments, gigs fixture, devise, receivables, claims, interest, rights, bills, invoices and all future movable, including machinery, raw material, semi-finished and finished goods belonging to or in the possession or under the control of the borrower wherever stored and kept. 

Date of latest modification prior to the present modification

04.03.2002

Particulars of the present modification 

Additional Cash Credit facility of Rs. 12.500 Millions is granted enhancing the total limit of Rs. 32.500 Millions. Mortgage of all that piece and parcel of the commercial premises know as gala no 70, 75 and 93 situated in Mistri Industrial Complex, Andheri [East]. 

 

 

AS PER WEBSITE

 

To be the BEST

September 2001 saw the launch of iBall in India. Back then they launched their first product category, the mouse. In this ever changing generation of computing, iBall envisioned the potential for immense growth of ease to use, innovative, fast and efficient products required for the growing computing and digital world. By now, iBall has presence in over 15 such categories.

At iBall, there is a constant and continuous effort to improve, get better and provide latest robust products. The vision to grow as a Company is not the only goal at iBall. Its ideologies include sharing technology and technological advancements with its customers on a day to day basis.

The motto – “Your eyeball view. Our technology new” is therefore sacrosanct.

It’s innovative and committed approach has ensured that iBall is not only considered as one of the fastest growing brand in its own segment but it also reflects on iBall consistently winning various awards and ratings in different surveys conducted from time to time.

The iBall base in India is located at Mumbai, the commercial capital of India, and has a wide reach across the country through its branch offices. With a work force consisting of over 500 highly motivated professionals, iBall provides high quality products, unrivalled service and flawless support at all times to its customers. Each iBall professional dedicates oneself to the core values of the Company in its mission 'to become the most preferred brand for the products and accessories in and around the computing and digital life-style world.'

Blending new ideas of business with established business values of integrity and a quest for excellence, Best IT World places high premium on all-round quality in products and services. Best IT World has been almost always exceeding the industry growth rates and has reached revenues of over Rs.1,600 million for the F.Y. ended 2006-07.

News

 

Rated No.1 brand in 4 key categories by Golden Rhino Awards 2007.

It is really heartening to share with all of you the results of Golden Rhino Awards 2007. iBall has been rated as No.1 brand in 4 key categories i.e. Mouse, Keyboard, Speakers and Cabinet. It is a great feeling to win the award at the beginning of a new financial year which included all brands available in India, including the MNCs.

 

iBall launches yet another first in India - a Uni-Retractable Laser Mouse.

iBall Uni-Retractable Laser Precise Mouse will be a great boon to the laptop users to get the latest laser technology with absolute convenience and hassle free usage. In other parts of the world this uni-retractable technology is already creating waves and stock out positions. The product has been launched across the country at all its 19 offices coinciding with the beginning of a new financial year. As a special offer to the users it will carry a 15 days money back guarantee if not satisfied one can return it with no questions asked.

 

iBall launches Compact Keyboard.

iBall, known for its innovative and latest technology products, brings yet another innovation with the launch of iBall Compact Keyboard. iBall Compact Keyboard is very stylishly designed and comes in Black Silver color. It is enriched with many key benefits for the users viz its very sleek, small and compact design to save on the space required and yet, makes it extremely desired product with its aesthetics, a special slide out / slide in numeric pad. Such an option is being introduced in a keyboard for the FIRST TIME in INDIA. With all these benefits it becomes a very powerful and extremely irresistible keyboard. iBall Compact is specially useful to high-end users who use LCD monitors and is definitely a must buy for places where space is a constraint like a Retail Counter. It is also going to be a status reflection product at Hotels, Corporate receptions, etc.

 

iBall Swing Cam swings automatically!

Hold the breath and get ready to be captured at ease with the movements. iBall known for its innovative and latest technology products introduces iBall Swing Cam - a high performance web camera that swings to the motion. iBall Swing Cam detects & tracks motion automatically with built-in mechanism for panning. It is a 1.3 mega pixel interpolated web camera with 1280 x 980 video size. It allows 180 degree panning with a view angle of 230 degrees. It has a tilt upto 60 degrees with a view angle of 90 degrees. iBall Swing Cam package also includes a complimentary headphone with mic for easy and clear communication. A special stand for LCD Monitors and Laptops is included free. This makes it easily usable with almost every computing display unit conveniently and comfortably.

 

 

Awards Won

 

Golden Rhino Awards - 2007 (360 Magazine Survey)

 

No.1 Mouse Brand
No.1 Cabinet Brand
No.1 Speaker Brand
No.1 Keyboard Brand

 

Intel Awards (2005 & 2006)

 

Laptop Awards

 

December 2006 (IT Nation) 360 Magazine Survey

 

No.1 Mouse Brand
No.1 Cabinet Brand
No.1 Speaker Brand
No.1 Keyboard Brand

 

August 14, 2006 (IT Nation) 360 Magazine Survey

 

No.1 Mouse Brand
No.2 Keyboard brand
No.1 Cabinet Brand
No.1 Speaker Brand
No.2 Power Protection (UPS) Brand
No.3 Laptop Brand

 

December 2005 (IT Nation) 360 Magazine Survey

 

No.1 Mouse Brand
No.1 Cabinet Brand
No.1 Speaker Brand

 

August 15, 2005 (IT Nation) 360 Magazine Survey

 

No.1 Mouse Brand
No.2 Keyboard brand
No.1 Cabinet Brand
No.2 Speaker Brand

 

August 14, 2004 (IT Nation) 360 Magazine Survey

 

iBall - No.1 Mouse Brand
iKey - No.2 Keyboard brand
iBox - No.1 Cabinet Brand
iSound - No.2 Speaker Brand

 

Golden Rhino Awards - 2004 / May 14, 2004 (IT Nation) Magazine Survey

 

iBall was rated no.2 after Logitech before Microsoft

 

August 14, 2003 (IT Nation) 360 Magazine Survey

 

iBall - No.1 Mouse Brand
iKey - No.1 Keyboard brand
iBox - No.1 Cabinet Brand
iSound - No.1 Speaker Brand

 

March 16-31, 2003 DQ Channels Satisfaction Survey

 

The Best i-series was at the fifth position after Samsung, HP, Intel and Compaq as the most preferred brand

 

August 14, 2002 (IT Nation) Magazine Survey

 

iBall - No.1 Mouse Brand
iKey - No.3 Keyboard brand

 

 

 


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.40.30

UK Pound

1

Rs.82.97

Euro

1

Rs.55.64

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

8

--PROFITABILIRY

1~10

6

--LIQUIDITY

1~10

8

--LEVERAGE

1~10

8

--RESERVES

1~10

7

--CREDIT LINES

1~10

7

--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

 

63

 

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

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