MIRA INFORM REPORT

 

 

 

Report Date :

13.08.2008

 

IDENTIFICATION DETAILS

 

Name :

HORIZONS LAM KRAFT PRIVATE LIMITED

 

 

Registered Office :

603, Silicon Tower, B/H. Samratheshwar Mahadev, Mandir, Off: C G Road, Law Garde, Ellisbridge, Ahmedabad – 380 006, Gujarat

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

17.11.1999

 

 

Com. Reg. No.:

04-36896

 

 

CIN No.:

[Company Identification No.]

U20103GJ1999PTC036896

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

AHMH00252A

 

 

PAN No.:

[Permanent Account No.]

AAACH8020L

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

Manufacturer of Decorative Laminates.

 

 

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 83000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established and reputed company meeting its normal commitments timeously. Trade relations are fair. Business is active.

 

The company can be considered good for normal business dealings.

 

 

INFORMATION PARTED BY

 

Name :

Mr. Shankar P Sengundar

Designation :

Accountant

Contact No.:

91-9879784684

Date :

11.08.2008

 

 

LOCATIONS

 

Registered Office :

603, Silicon Tower, B/H. Samratheshwar Mahadev, Mandir, Off: C G Road, Law Garde, Ellisbridge, Ahmedabad – 380 006, Gujarat, India

Tel. No.:

91-79-30072552 / 30072551 / 53

Mobile No.:

91-9328257955 / 9879784684

Fax No.:

91-79-30072554

E-Mail :

vn_signature@ricmail.com

mktg@signaturelam.com

info@signaturelam.com

vn_signature@ricmail.com

Website :

www.signaturelam.com

Area :

2160 Sq. ft.

Location :

Rented

 

 

Factory  :

246-247, Kanera Sarsa Road, Near Bareja, Opp. IOC Depot, Village – Kanera – 387540, Dist: Kheda, Gujarat, India

Tel. No.:

91-2694-288710

Fax No.:

91-2694-288711

 

 

DIRECTORS

 

Name :

Mr. Chandubhai P Patel

Designation :

Director

Address :

24A, Mangal Park Society, Bhulabhai Park, Ahmedabad – 380 022, Gujarat, India

Date of Birth/Age :

23.04.1960

Qualification :

B.Com

Date of Appointment :

17.11.1999

 

 

Name :

Mr. Hemant L Patel

Designation :

Director

Address :

44, Navyug Colony, Bhulabhai Park, Ahmedabad – 380 022, Gujarat, India

Date of Birth/Age :

21.12.1967

Date of Appointment :

17.11.1999

Date of Ceasing :

30.03.2003

 

 

Name :

Mr. Nitin K Patel

Designation :

Director

Date of Birth/Age :

42 Years

Qualification :

B.Com

 

 

KEY EXECUTIVES

 

Name :

Kamlesh. M. Shah and Company

Designation :

Company Secretary

Address :

801A, Mahalay Complex, Opp: Hotel President, Behind Fairdeal House, Swastik Char Rasta, Off: C.G.Road, Navrangpura, Ahmedabad: 380 009, India

Tel. No.:

91-079-26403245

Fax No. :

91-98250 97709.

E Mail

kshahcs@yahoo.co.in

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

(As on 30.09.2005)

Names of Shareholders

No. of Shares

Chandubhai P Patel

125000

Hemant L Patel

147490

Arun K Patel

10100

Bharatkumar C Patel

200

Bhavnaben N Patel

15100

Dineshbhai K Patel

200

Gangaben L Patel

100

Gitaben A Patel

10100

Kanjibhai T Patel

18200

Larsandas M Patel

20000

Laljibhai M Patel

14000

Mavjibhai V Patel HUF

10000

Rajesh V Patel

30000

Shaily Construction Private Limited

30000

Kokilaben B Jain

30000

Padmaben R Shah

30000

Trilokchand H Jain HUF

20000

Babubhai K Patel

18210

Dineshbhai K Patel

18000

Ishwarlal A Patel

18000

Kotindo Plywood Private Limited

30000

Tinoo Traders Private Limited

25000

 

Equity shares Breakup (percentage of total equity)

(As on 29.09.2007)

Category

Percentage

Bodies corporate

27.38

Directors or relatives of Director

43.14

Other top fifty (50) shareholders

29.48

Total

100.00

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Decorative Laminates.

 

 

Products :

·         Decorative

·         Marker

·         Backer

·         Compact / Industrial

·         Metal Foil

·         Autumn

 

 

Exports :

 

Countries :

Gulf Countries

 

 

Imports :

 

Products :

Raw Material

Countries :

·         Germany

·         Italy

·         Malaysia

 

 

Terms :

 

Selling :

Cash

 

 

Purchasing :

L/c and Credit (60 days)

 

 

GENERAL INFORMATION

 

Customers :

Trader

 

 

No. of Employees :

156 (In Office 6 and In Factory 150)

 

 

Bankers :

·         The Karur Vysya Bank Limited

Ashram Road, Navrangpura, Ahmedabad – 380 009, Gujarat, India

 

·         Indian Bank

Main Branch, Mission Street, Bhadra, Ahmedabad - 380 380, Gujarat, India.

 

 

Facilities :

CC Rs.15.000 millions

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

·         Khandhar and Parikh

Chartered Accountants

Address : 58, 5th Floor, White House, Panchvati Circle, Ellisbridge, Ahmedabad – 380 006, Gujarat, India

 

·         Dewang Doctor

Chartered Accountants

Address : 58, White House, Panchvati Circle, Ellisbridge, Ahmedabad – 380 006, Gujarat, India

 

 

Sister Concerns :

Names

Telephone Numbers

 

Shree Bharat Saw Mill, Ahmedabad

91-79-532 0675 / 535 3053

 

Shree Bharat Timber Suppliers, Ahmedabad

91-79-532 0675 / 535 3053

 

Sharpex Engineering Works, Ahmedabad

91-79-532 0675 / 535 3053

 

Sharpwell Engineering Works, Ahmedabad

91-79-532 0675 / 535 3053

 

Sharp Sales & Services, Ahmedabad

91-79-532 0675 / 535 3053

 

Super Sawchain Industries, Ahmedabad

91-79-532 0675 / 535 3053

 

Sharpex Electricals, Ahmedabad

91-79-532 0675 / 535 3053

 

Premier Ply Private Limited, Ahmedabad

91-79-532 0675 / 535 3053

 

 

91-79-532 0551 / 539 9555

 

Unique Veneers Private Limited, Ahmedabad

91-79-532 0675 / 535 3053

 

 

91-79-532 0551 / 539 9555

 

Shri Sharda Sales Corporation, Ahmedabad

91-79-532 0551 / 539 9555

 

Shri  Sharda Timber Mart, Ahmedabad

91-79-532 0551 / 539 9555

 

Jyoti Wooden Industries, Ahmedabad

91-79-532 0551 / 539 9555

 

Ronak Buildboard, Surat

91-79-211 0095

 

Ronak Plylam, Surat

91-79-211 0095

 

Ronak Plywood

91-79-211 0095

 

 

CAPITAL STRUCTURE

 

(As on 29.09.2007)

 

Authorised Capital :

No. of Shares

Type

Value

Amount

1250000

Equity Shares

Rs.10/- each

Rs.12.500 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

749000

Equity Shares

Rs.10/- each

Rs.7.490 millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2007

31.03.2006

31.03.2005

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

7.490

7.490

7.490

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

9.175

6.956

1.379

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

16.665

14.446

8.869

LOAN FUNDS

 

 

 

1] Secured Loans

15.647

15.963

14.246

2] Unsecured Loans

8.087

7.715

7.042

TOTAL BORROWING

23.734

23.678

21.288

DEFERRED TAX LIABILITIES

3.575

3.372

2.818

 

 

 

 

TOTAL

43.974

41.496

32.975

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

23.009

23.318

18.255

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

0.010

0.010

0.010

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

39.351

10.889

5.105

 

Sundry Debtors

53.720

53.765

31.154

 

Cash & Bank Balances

0.241

0.257

0.081

 

Other Current Assets

0.629

0.428

0.401

 

Loans & Advances

6.077

2.658

2.250

Total Current Assets

100.018

67.997

38.991

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

74.915

47.725

22.852

 

Provisions

4.164

2.123

1.452

Total Current Liabilities

79.079

49.848

24.304

Net Current Assets

20.939

18.149

14.687

 

 

 

 

MISCELLANEOUS EXPENSES

0.016

0.019

0.023

 

 

 

 

TOTAL

43.974

41.496

32.975

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Sales Turnover

169.380

          123.208

            73.797

Other Income

0.000

0.000

0.000

Total Income

169.380

123.208

73.797

 

 

 

 

Profit/(Loss) Before Tax

3.299

6.594

3.373

Provision for Taxation

1.080

1.017

0.653

Profit/(Loss) After Tax

2.219

5.577

2.720

 

 

 

 

Expenditures :

 

 

 

 

Financial Charges

2.192

2.070

2.113

 

Depreciation & Amortization

2.177

1.903

1.497

 

Other Expenditure

161.712

112.641

66.814

Total Expenditure

166.081

116.614

70.424

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2007

31.03.2006

31.03.2005

PAT / Total Income

(%)

1.31

4.53

3.69

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

1.95

5.35

4.57

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

2.68

7.22

5.89

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.20

0.46

0.38

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

6.17

5.09

5.14

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.26

1.36

1.60

 

 

LOCAL AGENCY FURTHER INFORMATION

 

The Registered Office of the company has been shifted from 202, Jalaram Complex, Near Gita Mandir, Ahmedabad - 380 022, Gujarat, India to the present address with the effect from 01.10.2006.

 

Trade References

 

·         Bandari Laminates – Hyderabad

·         Signature Laminates - Bangalore

 

Form No. 8

 

Name of the company

HORIZONS LAM KRAFT PRIVATE LIMITED

Presented By

Mr. Hemant L Patel, Director of the Company

1) Date and description of instrument creating the change

Agreement for Credit Facilities dated 6th June, 2005 executed at Ahemdabad by M/S Horizonz Lamkraft Private Limited and the Karur Vysya Bank Limited and collateral securities by extention of mortgage dated 06.06.2005

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

Rs.3.600 millions

Term Loan (Machinery) Rs.3.600 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

The whole of the Borrower’s present and future stocks of raw materials, goods in process, finished goods, consumable stores, spares, plant and machineries, furniture, fixtures, office equipment all valued at Rs.23.177 millions as per borrower’s Balance Sheet dated 31.03.2004 and also various machineries proposed to be purchased now along with similar current assets which may be acquired hereafter from time to time during the continuance of this security and which are or may be in to, stored, or be in or upon or about the borrower’s factory, godown and/or other premises at Block Nos. 246-247, Kanera Sarsa Road, Village, Kanera, Taluka and Dis: Kheda, Gujarat.

 

All present and future Book debts outstanding, monies, receivables, claims, bills, rights to or movable assets belonging now or in future to the Borrower at present and in the course of its Business.

 

Immovable properties belonging to the Company located at Block Nos. 246, 247, 248, 249 /1 at village: Kanera, Taluka and Dist: Kheda, Gujarat valued at Rs.15.678 millions (As per V R dated 20.12.2004)

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

Term Loan (Mach) : Rs.3.600 millions

Period of Repayment : 4 Years

Rate of Interest : 12% p.a.

Margin : 25%

Machineries proposed to be purchased are

Hydraulic Press 1 No.

Rs.376.900 millions

Loading-unloading System

Rs.0.300 million

Moulds

Rs.0.750 million

Total

Rs.4.819 millions

 

Hypothecation of all present and future fixed immovable and movable assets of the borrower described hereinabove by way of first charge to the Bank.

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

The Karur Vysya Bank Limited

Ashram Road, Navrangpura, Ahmedabad – 380 009, Gujarat, India

6) Date  and brief description of instrument modifying the charge

Not Applicable

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.

Not Applicable

 

 

Corporate identity number of the company

U20103GJ1999PTC036896

Name of the company

HORIZONS LAM KRAFT PRIVATE LIMITED

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

603, Silicon Tower, B/H. Samratheshwar Mahadev, Mandir, Off: C G Road, Law Garde, Ellisbridge, Ahmedabad – 380 006, Gujarat, India

This form is for

Modification of charge

Type of charge

·         Immovable property

·         Any interest in immovable property

·         Book debts

·         Movable property (not being pledge)

Particular of charge holder

The Karur Vysya Bank Limited

Ashram Road, Navrangpura, Ahmedabad – 380 009, Gujarat, India

Nature of instrument creating charge

1.       Agreement for credit facilities dated 13.03.2008

2.       Term Loan Agreement land and building dated 13.03.2008

3.       Confirmation of deposit of title deeds dated 13.03.2008

Date of instrument Creating the charge

13.03.2008

Amount secured by the charge

Rs.38.300 millions

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

·         Rate of Interest

1.       On OCC and term loans BPLR less 0.25% with minimum of 13.75% p.a. with monthly rests.

2.       On PCL/FBN BPLR less 5% with a minimum of 9% p.a.

3.       On FLC as per circulars with 15% margin

4.       Interest during the holiday period on term loans to be serviced by the company as and when it is due.

 

·         Terms of repayment

1.       OCC, PCL/FBN/FLC repayable on demand with option of renewal due on 31.10.2008

2.       Term Loan repayable in 48 monthly installmements after three months initial holiday period.

 

·         Margin

1.       On OCC 30%

2.       On PCL 25%

3.       ON FBN – NIL

4.       On FLC – 15%

5.       On Term Loan (Fresh) 50%

6.       On Term Loan HPMA (Fresh) 25%

 

·         Extent and operation of the charge

1st charge on entire movable and immovable assets of the company of the Karur Vysya Bank Limited including all stocks, book debts, Plant and Machineries including machineries to be purchased valued Rs.2.750 millions, including the land, building, sheds situated and located on land bearing Block Nos. 246, 247, 248 and 249/1, situate at in village Kanera, Taluka and Dist: Kheda, Gujarat.

 

·         Others

Repayment / Pre-Closure on Term Loan @ 2% with applicable service tax will be collected. Additional equitable mortgage charge in favor of Bank to cover enhanced/ fresh limits.

Particulars of the property charged

Hypothecation of all stocks, Raw Materials, Work in Process, Finished Goods, Stores, Spares, Dies, Moulds, Electrical fittings and other movable fixed assets of the company, and entire receivables of the company. All plant and machineries including the machineries to be purchased under new term loan agreement, all land buildings, sheds situated and located on Block Nos. 245, 247, 248 and 249/1, situated at Village: Kanera, Taluka and Dist: Kheda, Gujarat.

Particulars of the present modification

1.       FLC Limit enhanced from present Rs.5.000 millions to Rs.20.000 millions.

2.       Fresh Term Loan building of Rs.1.250 millions.

3.       Fresh Term Loan Machineries of Rs.2.050 millions.

Total charge amount now stands increased to cover total facilities of Rs.38.300 millions as follows

OCC limit of Rs.15.000 millions (PCL/FBN sub-limit of Rs.4.000 millions under OCC)

FLC limit of Rs.20.000 millions

TLRE Rs.1.250 millions

HPMA Rs.2.050 millions

Total Rs.38.300 millions

 

Web Details

Subject is manufacturer of Decorative and Industrial Laminates in India. It has the most modern plant and machinery from wellknown manufacturers. The design papers are sourced from leading Japanese and European printers. The stainless steel plates used by the company are imported from well-known German and Italian manufacturers.

The company is backed by a team of well-experienced personnel in the field of Production, R and D, QC and Marketing. This team is supported by the dedicated work force.

They have an installed capacity to manufacture over 1,00,000 sheets per month.

At Subject, they are known for the adherence to schedules.

Products

Signature, the 1.0mm flagship brand, commands a substantial share of the domestic market . Apart from this, they export around 40% of the production to countries across the globe.

The Signature range offers an amazing collection of plain colours, exclusive wood effects, a variety of fancies and abstracts and metals. These are available in Glossy, Matt and Suede finishes. They have recently added an exclusive range of over 25 varieties of Texture Finishes. No wonder that the products have found its way to almost all imaginable applications Interiors and have become the ultimate choise of leading Interior Designers in the Country.

The company offers a wide range of thickness viz. 0.6mm, 0.8mm, 1.0mm, 1.5mm and higher thickness. They also offer Market Boards, Chalk Boards, Core Laminates and Electical Grade Industrial Laminates (P1 to P4 grades), post Forming Laminates and prelaminated Partical/ Mdf Board.

The size of the Laminates is 2.44 x 1.22M.

 


 

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.42.40

UK Pound

1

Rs.80.54

Euro

1

Rs.62.96

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

5

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

4

--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

YES

--AFFILIATION

YES/NO

NO

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

45

 

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