MIRA INFORM REPORT

 

 

 

Report Date :

06.09.2008

 

IDENTIFICATION DETAILS

 

Name :

G. M. PENS INTERNATIONAL PRIVATE LIMITED

 

 

Registered Office :

No. 2, Janakpuri, Velachery Bye Pass Road, Velachery, Chennai –605042, Tamilnadu

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

10.02.1995

 

 

Com. Reg. No.:

59-62444

 

 

CIN No.:

[Company Identification No.]

U35991TN1995PTC06244

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

CHEG02015G

 

 

Legal Form :

Private Limited Liability Company.

 

 

Line of Business :

Manufacturing and Marketing of Writing Instruments

 

 

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 2330730

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well – established and reputed company having fine track. Trade relations are fair. Business is active. Fundamentals are strong and healthy. Payments are reported ass usually correct and as per commitments.

 

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

 

It can be regarded as a promising business partner in a medium to long – run. 

 

 

LOCATIONS

 

Registered Office /

Sales Offices:

No. 2, Janakpuri, Velachery Bye Pass Road, Velachery, Chennai –605042, Tamilnadu, India

Tel. No.:

91-44-22454140 / 22454141

E-Mail :

ho@gmpens.net.in 

info@reynolds-india.com

Website :

http://reynolds-india.com

 

 

Head Office :

76 Janakpuri, Velachery Road, Guindy, Chennai - 600 032, Tamilnadu, India

Tel. No.:

91-44-22454140 / 41 / 2735

Fax No.:

91-44-22452394

Area:

30000 sq. fts.

 

 

Corporate Office :

Plot No. 30, Main Road, Anna Nagar, North Extension, Pondichery – 605005, India

Tel. No.:

91-413-2200003

Fax No.:

91-44-22452394 /413-2200262

 

 

Factory :

Unit No. 1

Plot No. A-10, PIPDIC Industrial Estate, Sedarapet, Pondicherry - 605 101.

 

Unit No. 2

R. S. No. 97/7, Villupuram Main Road, Thirubhuvanai Village, Pondicherry - 605 107.

 

Unit No. 3

Survey No. 38/1, Ekkattur Village, Chinglepet Taluk, Chaingaimgr District, Tamilnadu.

 

Chennai Unit

Old Mahabalipuram Road, Chennai, Tamilnadu

 

 

Regional Offices :

v      No. 7C, Hansalaya Building, Barakhamba Road, New Delhi – 110001

Tel. No. 91-11-23320818/23320819

Fax. No. 91-11-23320844

Email: ho@gmpens.com

 

v      301-303, Rudresh Commercial Complex, 19th Road, Near Ambedkar Garden, Chembur, Mumbai – 400071, Maharashtra, India

Tel. No. 91-22-25294405/25294406/25294407

Fax. No. 91-22-25294408

Email: ho@gmpens.com

 

v      JR Mullick Peribai Estate, Flat No. 2E, 2nd Floor, 16/7/2B, Keyatala Road, Kolkata – 700029, West Bengal, India

Tel. No. 91-33-24645533/24645460/24633275

Fax. No. 91-33-24649100

Email: ho@gmpens.com

 

v      3F, “Nazrana Towers”, III Floor, 38/2259 MG Road, Ernakulam, Kochi – 682035, Kerala

Tel. No. 91-484-2371868

Fax. No. 91-484-2371868

 

v      First Floor, H. No. 1-2-234/13/37 and 38, Hyderabad – 500029, Andhra Pradesh

Tel. No. 91-40-27600423/27621257

Fax. No. 91-40-27600423

 

v      No. 8, Kuppu Muthu Mudali Street, Triplicane, Chennai – 600005, Tamilnadu

Tel. No. 91-44-28514103/28514104

Fax. No. 91-44-28514103

 

 

Branch Office :

No. 36/2, First Floor, II Cross, Kumara Park West, Bangalore – 560020, Karnataka, India

Tel. No.:

91-80-23360878

Fax No.:

91-80-23360878 / 23461978

 

 

DIRECTORS

 

Name :

Mr. P Gurunathan

Designation :

Director

Address :

44 (Old No. 33/1) First Floor, Besant Avenue Road, Adyar, Chennai – 600 020, Tamil Nadu, India

Date of Birth/Age :

15.06.1960

 

 

Name :

Mr. K Mohammed Meeran

Designation :

Director

Date of Birth/Age :

16.09.1944

Date of Appointment :

10.02.1995

 

 

Name :

Mr. S Abdul Khader

Designation :

Director

Date of Birth/Age :

29.10.1954

Date of Appointment :

10.02.1995

 

 

Name :

Mr. Indrakumar Mahendran

Designation :

Director

Date of Birth/Age :

27.09.1954

Date of Appointment :

20.12.1995

 

 

Name :

Mr. N Gomathinayagam

Designation :

Director

Date of Birth/Age :

12.07.1936

Date of Appointment :

20.02.1997

 

 

KEY EXECUTIVES

 

Name :

Mr. P Gurunathan

Designation :

Secretary

Date of Birth/Age :

15.06.1960

Date of Appointment :

11.12.2004

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

(As on 31.03.2007)

 

Names of Shareholders

No. of Shares

Mr. K Mohamed Meeran

2250000

Mr. S Abdul Khader

250000

Mr. Indra Kumar Majendran

100000

M/S Isada Holdings Limited

2400000

Total

5000000

 

 

Equity Shares Breakup (Percentage of Total Equity): 

 

(As on 31.03.2007)

 

Sr. No.

Category

Percentage

1

Foreign Holdings (FIIs / FFIs / NRIs / OCBs)

50.00

2

Directors or relative of directors

50.00

 

Total

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing and Marketing of Writing Instruments

 

 

Products :

v      Ball Pens

v      040 Bold

v      045 Fine Carbure

v      Electro

v      Vista

v      Vegapoint

v      Office Rite

v      Fusion

v      Champ

v      Euroslim

v      Gel Pens

v      Jetter Range

v      Speciality Pens

v      Artoons Colouring Range

v      Markers and Highlighters

v      Click Pencils

v      Portable White Boards

v      Gifting ideas. 

 

 

Brand Names :

“REYNOLDS”

 

 

Exports :

 

Countries :

v      Bangladesh

v      Singapore

v      Malaysia

v      Indonesia

v      Eastern Countries.

 

 

Imports :

 

Products :

v      T.P.

v      Nozzles

v      Ink

Countries :

v      France

v      Germany

v      Switzerland

v      Thailand

 

 

Terms :

 

Selling :

Contract and Cash terms.

 

 

Purchasing :

Contract (30 days), Cash and L/C terms

 

 

GENERAL INFORMATION

 

Customers :

v      Wholesalers

v      Retailers

 

v      Bayer ABS Limited, India

v      L. G. Polymers Private Limited, India

v      Multi-Flex Lami Print Limited, India

v      Reynolds, France

v      Targor GmbH, Germany

v      Melcoplast, France

v      Bayer Premier Company Limited, Thailand

v      Kaltband, Switzerland

 

 

No. of Employees :

Around 200 (25 persons in office and 175 persons in factory.)

 

 

Bankers :

v      Bharat Overseas Bank Limited

 Habeeb Towers, No. 756, Rajaji Salai, Chennai - 600 001, Tamilnadu, India

 

v      Bharat Overseas Bank Limited

Mission Street, Pondicherry – 605 101

 

v      State Bank of India

Overseas Branch, No. 39, Rajaji Salai, Chennai - 600 001, Tamilnadu, India

 

v      IndusInd Bank Limited

No. 3, Village Road, Nungambakkam, Chennai - 600 034, Tamilnadu, India

 

v      IndusInd Bank Limited

IndusInd House, 425 Dadasaheb Bhadkamkar Marg, Mumbai – 400 004, Maharashtra, India

 

v      Indian Overseas Bank

762 Anna Salai, Chennai – 600 002, Tamilnadu, India

 

v      Standard Chartered Grindlays Bank Limited

Pondicherry , India

 

v      HDFC Bank Limited

 

v      Axis bank Limited

No 82 Dr. Radhakrishnan Salai, Mylapore -, Chennai – 600 004, Tamil Nadu, India 

 

 

Banking Relations :

Satisfactory 

 

 

Auditors :

 

Name :

Khaja and Sait

Chartered Accountants

Address :

No. 11 (Old No. 6) Wallajah Road, Chepauk, 1st Floor, Chennai - 600021, Tamilnadu, India

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

10000000

Equity Shares

Rs. 10/- each

Rs. 100.000

millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

5000000

Equity Shares

Rs. 10/- each

Rs. 50.000

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

50.000

50.000

50.000

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

416.146

400.622

366.483

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

466.146

450.622

416.483

LOAN FUNDS

 

 

 

1] Secured Loans

291.941

239.019

242.469

2] Unsecured Loans

0.000

0.000

0.000

TOTAL BORROWING

291.941

239.019

242.469

DEFERRED TAX LIABILITIES

27.536

27.536

27.535

 

 

 

 

TOTAL

785.623

717.177

686.487

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

267.181

270.232

279.154

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

3.490

3.490

7.269

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

452.825

415.055

386.390

 

Sundry Debtors

188.789

144.130

106.261

 

Cash & Bank Balances

45.289

6.692

17.129

 

Other Current Assets

0.000

0.000

1.415

 

Loans & Advances

151.387

116.175

100.493

Total Current Assets

838.290

682.052

611.688

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

323.338

238.597

211.624

 

Provisions

0.000

0.000

0.000

Total Current Liabilities

323.338

238.597

211.624

Net Current Assets

514.952

443.455

400.064

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

785.623

717.177

686.487

 

 

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

 

31.03.2006

31.03.2005

Sales Turnover

 

1525.014

1393.864

Other Income

 

4.194

4.984

Total Income

 

1529.208

1398.848

 

 

 

 

Profit/(Loss) Before Tax

 

34.326

15.640

Provision for Taxation

 

0.000

0.000

Profit/(Loss) After Tax

 

34.326

15.640

 

 

 

 

Export Value

 

26.981

20.051

 

 

 

 

Expenditures :

 

 

 

 

Raw Material Consumed

 

827.237

685.335

 

Increase/(Decrease) in Finished Goods

 

(36.270)

45.298

 

Salaries, Wages, Bonus, etc.

 

88.667

75.856

 

Managerial Remuneration

 

3.536

3.111

 

Payment to Auditors

 

0.696

0.713

 

Interest

 

23.783

18.514

 

Insurance Expenses

 

3.046

3.966

 

Power & Fuel

 

10.324

8.954

 

Depreciation & Amortization

 

46.819

51.947

 

Other Expenditure

 

526.844

489.514

Total Expenditure

 

1494.882

1383.208

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2007

31.03.2006

31.03.2005

PAT / Total Income

(%)

--

2.24

1.12

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

--

2.25

1.12

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

--

2.24

1.12

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

--

0.08

0.04

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.69

0.53

0.51

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

2.59

2.86

2.89

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Form 8

 

Corporation identity number or foreign company registrations number of the company 

U35991TN1995PTC062444

Name of the company

G. M. PENS INTERNATIONAL PRIVATE LIMITED

Address

No. 2, Janakpuri, Velachery Bye Pass Road, Velachery, Chennai – 605 042, Tamilnadu, India

This Form is for

Modification of charge

Type of Charges

·         Immovable Property

·         Book Debts

·         Movable Property

·         Floating Charge

Particular of the charge holder 

Bharat Overseas Bank Limited

Address: Nungambakkam Branch, “Prince Tower”

New No. 53, College Road, Nungambakkam, Chennai – 600 006, Tamil, Nadu, India

Email : cmnungam@bharatoverseasbank.com

Nature or description of the instrument creating charge  

Letter No. CR /2872/2007 dated 27.03.2007 issued by Bharat Overseas Bank Limited confirming the release of title deeds of property at 13, Aralvaimozhi Village, Thovalai Taluk, Kanyakumari District.

Date of the instrument creating charge

27.03.2007

Amount Secure by the charge

Rs. 314.950 millions

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

Rate of Interest :

Current Interest rates:

Bharat Overseas Bank Limited : Cash Credit – PLR (Minimum 12.5% p.a ) WCDL / FCL –PLR (Min. 9.50% p.a) / LIBOR + 2% p.a Demand Loan PLR Less 2% (Min. 10.50%p.a)

 

Indus Ind Bank Limited : FCNR –LIBOR +3% p.a

 

HDFC Bank Limited : FCNR – Libor +2% p.a

 

Or such other rates as may be specified by the banks from time to time.

 

 

Terms of repayment:

Term Loan repayable as agreed to by the bank

 

Margin:

25% on Fund based working capital facilities. 5% on LC and Letter of guarantee facilities

 

 

Extent and operation of the charge:

the whole of the company present and future current assets comprising of stock in trade / book debts receivables and claims , machineries and equitable mortgage on specific properties shall be held on pari passu basis by the existing consortium banks viz. Bharat Overseas Bank Limited, Indusind Bank Limited and HDFC Bank Limited

Short particulars of the Property charged  

The whole of the company present and future current assets comprising of sock in trade / Book debts / Receivables and claims, machineries wherever located and equitable mortgage of specific properties.

 

The company had created an equitable mortgage by deposit title deeds of various properties including the property situated at 13, Aralvaimozhi village, Thovalai Taluk, Kanyakumari District. At the request of the company the title deeds of the above mentioned property has been released by the bank and hence thee equitable mortgage on this property is cancelled.

 

History:

 

The company was promoted by Mr. K. Mohamed Meeran in technical tie-up with Reynolds of France.

 

The company was converted into a deemed public limited company acquiring a major share of its holding.

 

Recently, the company was converted into a private limited liability company.

 

The company is the exclusive licensee of Reynolds, France in India and the SAARC Countries. Headquartered in Chennai, The company had pioneered the writing instruments revolution in the Indian Market. Commencing operations in 1986, the company brought international quality writing instruments that were value for money, marketed under the brand name Reynolds. It was also the first company to build a brand in a category that behaved more like a commodity till then.

 

Over a period of 16 years the company has invested substantially in building up a large manufacturing base with facilities in Chennai and Pondichery. A state of the art R & D facility, one of the most sophisticated in the Reynolds family worldwide, ensures that the latest in writing technology is available to the Indian consumers.

 

Other Information:

 

Its' manufacturing capacity is 40 million Ball Pens per month.

 

As Per Website Details

 

Subject is the exclusive licensee of Reynolds, France, in India and the SAARC countries. Headquartered in Chennai, subject has pioneered the writing instruments revolution in the Indian market. Commencing operations in 1986, subject introduced to India, international quality writing instruments, and marketed them under the brand name Reynolds. It was also the first company to build a brand in a category that behaved more like a commodity till then.

 

Over the last 20 years, subject has invested substantially in building a large manufacturing base with facilities in Chennai and Pondicherry. A state of the art R and D facility, one of the most sophisticated in the Reynolds family worldwide, has ensured that the latest in writing technology is available to the Indian consumers.

 

The company offers the widest range of writing instruments and accessories in the Indian market. A variety of writing instruments including ball pens, gel pens, fountain pens, mechanical pencils, markers, handy boards and childrens colouring pens that cater to consumers from the age group of six to sixty are marketed under the brand name Reynolds. A continuous focus on consistent quality and a constant endeavour to provide quality products at affordable prices have ensured that Reynolds has been the numero uno in the Indian writing instruments market. A substantial investment has also been made in establishing the Reynolds brand name through the mass media, especially through television and press ads, in an effort to convert the category from a commodity to a brand dominated one.

 

The company's products are available in three hundred thousand retail outlets across India covered through a network consisting of 1800 redistribution stockists and 27 main stockists. This is facilitated by a sales and marketing team of over 300 professionals.

 

The French connection

 

Established in 1927 at la Ferte'-Milon in France, Reynolds has over the past eight decades been a leader in writing instruments in Europe and the rest of the world. In 1946, the headquarters and factory were shifted to Valence, in the south of France. The company is headquartered at Valence till date.

 

With 450 employees, Reynolds, France has a daily production of 4 million writing instruments. Of this, exports account for 50% of sales. It has a worldwide market presence in 80 countries around the globe. Reynolds has 12 of its own manufacturing units established in Africa, Asia and the Middle East.

 

The year 1999 was a landmark year in the history of Reynolds. Since then it has been a member company of Sanford Corporation, USA. Sanford is a US $ 1.2 billion company. Sanford is in turn the writing instruments division of the US $ 7 billion Newell Rubbermaid group. Sanford has the broadest range of writing, marking, colouring and drawing products worldwide.

 

Features:

 

v      Power grip for effortless writing

v      Electrifying design to match the ambition

v      Stylish metallic clip to suit the attire

v      New Vega tip for smooth writing

 

 

 

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 :

The 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.

 

The 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. 44.37

UK Pound

1

Rs. 78.09

Euro

1

Rs. 63.41

 

 

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