MIRA INFORM REPORT

 

 

Report Date :

05.02.2007

 

IDENTIFICATION DETAILS

 

Name :

PHEONIX LAMPS INDIA LIMITED

 

 

Formerly Known As:

PHOENIX LAMPS LIMITED

 

 

Registered Office :

59-A, Noida Special Economic Zone, Noida Phase – II, District Gautam Budh Nagar - 201305, Uttar Pradesh

 

 

Country :

India

 

 

Financials (as on) :

31.03.2006

 

 

Date of Incorporation :

26.03.1991

 

 

Com. Reg. No.:

20-12944

 

 

CIN No.:

[Company Identification No.]

L31500UP1991PLC012944

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MRTP00549D

 

 

Legal Form :

It is a public limited liability company.  The company’s shares are listed on the Stock Exchanges.

 

 

Line of Business :

The company is engaged in manufacturing and exporting of halogen automotive lamps and compact fluorescent lamps.  It is also engaged in private labeling for several world renowned lighting companies.

 

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 3000000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject has improved its performance in 2004 – 05. Directors are reported as experienced, respectable and resourceful industrialists. Their trade relations are fair. Financial position is satisfactory. 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 :

59-A, Noida Special Economic Zone, Noida Phase – II, District Gautam Budh Nagar - 201305, Uttar Pradesh, India

Tel. No.:

91-120-2562952-57/4012222

Fax No.:

91-120-2562943/26843949

E-Mail :

info@phoenixlamps.com

halonix@vsnl.com

Website :

http://www.phoenixlamps.com

 

 

Factory :

A – 1, Noida Phase – II, District Gautam Budh Nagar – 201305, Uttar Pradesh, India

 

C – 8 Selaqui Industrial Area, District Dehradun, Uttaranchal

 

59 – D, Noida Special Economic Zone, Noida Phase – II, District Gautam Budh Nagar – 201305, Uttar Pradesh

 

DIRECTORS

 

Name :

Shri B.K. Gupta

Designation :

Chairman

Age:

70 Years

Qualification:

Graduate

Experience:

46 Years

Last Employment:

Industrialist

 

 

Name :

Shri H.R. Gupta

Designation :

Managing Director

Age :

46 Years

Qualification :

B.B.A. Canada

Experience :

22 Years

Last Employment:

Industrialist

 

 

Name :

Shri Sudesh Yadav

Designation :

IDBI Nominee Director

 

 

Name :

Shri K.Mohan Ram Pai

Designation :

Director

 

 

Name :

Shri Anil Sharma

Designation :

Director

 

 

Name :

Shri A. K. Agarwal

Designation :

Whole Time Director

Age :

56 Years

Qualification :

C.A.

Experience :

35 Years

Last Employment:

Halonix Electric Private Limited

 

 

Name :

Mr. G S Vohra

Designation :

Executive Director

Age:

56 Years

Qualification :

C.A.

Experience :

32 Years

Last Employment:

Delhi Botling Company Limited

 

 

Name:

Mr. P. C. Chaturvedi

Designation:

Director

 

 

Name:

Mr. C. D. Ghosh

Designation:

Director

 

 

Name:

Mr. C. A. Venkateshwaran

Designation:

Director

 

 

Name:

Mr. Anil Sharma

Designation:

Director

 

 

Other Personnel:

 

Name:

Mr. A. K. Mittal

Designation:

Company Secretary

 

MAJOR SHAREHOLDERS

 

Names of Shareholders

No. of Shares

Promoters

8852333

Foreign Collaborators

1880000

Institutional Investors Mutual Funds & UTI

2103706

Banks, Financial Institutions and Insurance Companies

3200

FIIs

941840

Private Corporate Bodies

2240373

Indian Public

7706318

NRIs/ OCBs

121530

TOTAL

23849300

 

BUSINESS DETAILS

 

Line of Business :

The company is engaged in manufacturing and exporting of halogen automotive lamps and compact fluorescent lamps.  It is also engaged in private labeling for several world renowned lighting companies.

 

 

Products :

Ř       Halogen Auto Lamps

Ř       General Lighting

Ř       Electric Lamps

 

 

Brand Names :

"HALONIX"

 

 

Exports to :

European Countries, Japan, South Korea, Brazil, Australia, South Africa, Middle East, South East Asia, North and South American Countries

 

PRODUCTION STATUS

 

Particulars

Unit

Licensed Capacity

Installed Capacity

Actual Production

Electric Lamps

Pcs.

N.A.

89436

6688

 

GENERAL INFORMATION

 

No. of Employees :

1770

 

 

Bankers :

Ř       Corporation Bank, M 41, Connaught Circus, Delhi - 110 001

Ř       Canara Bank, Industrial Finance Branch, 11th Floor, World Trade Tower, Delhi - 110 001

Ř       Indian Bank, South Extension I, Delhi - 110 048

 

 

Facilities :

 

As on 31.03.2006

[Rs. in Millions]

SECURED LOANS :

 

Term Loan :

 

- From Financial Institutions

51.087

- From Banks

53.370

- Foreign Currency Term Loan From Banks

188.820

Working Capital Loan from

Banks :

 

- Cash Credit Facilities

195.125

- Bill Discounting

69.434

 

 

UNSECURED LOANS :

 

Short Term Loan – from Bank

250.000

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

Arun K. Gupta & Associates

Chartered Accountants

Address:

D-58, East to Kailash, New Delhi – 110 065, India

 

 

Internal Auditors:

Ernst And Young

Chartered Accountants

Address:

B-26, Qutab Institutional Area, New Delhi 110016

 

 

Subsidiaries :

Phoenix Tri-Continental Hotels Limited

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

41000000

Equity Shares

Rs. 10/- each

Rs. 410.000 millions

2900000

Redeemable Preference Shares

Rs. 100/- each

Rs. 290.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

23849300

Equity Shares

Rs. 10/- each

Rs. 238.493 millions

974500

7.50% Cumulative Redeemable Preference Shares

Rs. 100/- each

Rs. 97.450 millions

1316000

Redeemable Preference Shares

Rs. 100/- each

Rs. 131.600 millions

 

TOTAL

 

Rs. 467.543 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

467.543

478.793

478.793

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

315.845

136.701

61.461

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

783.388

615.494

540.254

LOAN FUNDS

 

 

 

1] Secured Loans

557.837

626.152

507.265

2] Unsecured Loans

250.000

58.881

60.363

TOTAL BORROWING

807.837

685.033

567.628

DEFERRED TAX LIABILITIES

85.202

112.591

134.346

 

 

 

 

TOTAL

1676.427

1413.118

1242.228

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

859.630

881.713

898.133

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

0.520

0.020

0.020

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 
Inventories

422.750

388.729

388.729

 
Sundry Debtors

431.005

318.612

242.266

 
Cash & Bank Balances

130.391

12.649

12.649

 
Other Current Assets

6.464

4.129

0.000

 
Loans & Advances

26.713

35.714

39.843

Total Current Assets

1017.323

759.833

559.300

Less : CURRENT LIABILITIES & PROVISIONS
 
 

 

 
Current Liabilities

201.046

228.448

228.448

 
Provisions

0.000

0.000

0.000

Total Current Liabilities

201.046

228.448

215.225

Net Current Assets

816.277

531.385

344.075

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

1676.427

1413.118

1242.228

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Sales Turnover [including other income]

2393.911

1982.409

1502.980

 

 

 

 

Profit/(Loss) Before Tax

238.517

170.273

133.386

Provision for Taxation

[11.245]

47.000

40.238

Profit/(Loss) After Tax

249.762

123.273

93.148

 

 

 

 

Export Value

924.378

1008.236

0.898

 

 

 

 

Import Value

742.786

893.724

0.595

 

 

 

 

Total Expenditure

2155.394

1812.135

1369.590

 

QUARTERLY

 

PARTICULARS

 

30.06.2006

[1st Qtr.]

30.09.2006 [2nd Qtr.]

31.12.2006

[3rd Qtr.]

Sales Turnover

617.100

727.100

760.600

Other Income

7.500

6.000

7.200

Total Income

624.600

733.100

767.800

Total Expenditure

527.900

603.300

634.800

Operating Profit

96.700

129.800

133.000

Interest

18.700

19.300

17.400

Gross Profit

78.000

110.500

115.600

Depreciation

24.900

24.200

31.000

Tax

9.300

10.600

4.600

Reported PAT

54.700

82.600

80.000

 

Notes :

 

2006-06 Quarter 1

 

Expenditure includes [increase]/ decrease in stock Rs. [22.500] million consumption of raw material Rs. 355.052 million staff cost Rs. 56.779 million, other expenditure Rs. 127.051 million, Tax includes Provision for Current Tax Rs. 7.500 million Deferred Tax Rs. [10.950] million Fringe Benefits Tax Rs. 1.200 million earlier period tax Rs. 0.648 million EPS is basic & diluted Status of Investor Complaints for the quarter ended June 30, 2006 Complaints Pending at the beginning of the quarter Nil Complaints Received during the quarter 15 Complaints disposed off during the quarter 15 Complaints unresolved at the end of the quarter Nil. 1. The above results have been taken on record by Board of Directors at their Meeting held on July 29, 2006.  2. The company has made Private Placement of 4170000 warrants at Rs. 102/- per warrant on July 03, 2006 to Argon India Limited, Mauritius and Argon South Asia Limited, Mauritius [affiliates of Actis India Fund 2 LP and Actis South Asia Fund 2 LP], each warrant convertible into one Equity Share of Rs. 10/- each at a premium of Rs. 92/- per share further Mr. B. K. Gupta the main promoter and his family members have also entered into an agreement with these entities for sale of their entire share holding in the company i.e. 8735727 equity shares for Rs. 152/- per share and for payment of non-compete consideration of Rs. 38/- per share.  Argon India Limited, Mauritius and Argon South Asia Limited, Mauritius are also making an open offer for acquiring 5603860 equity share at Rs. 152/- per share from public as per the requirements of SEBI Takeover Regulations.  3. Company operates into single business segment, namely Electrical Lamps.  Therefore, the information pursuant to AS – 17 is not applicable.  Figures have been regrouped / recast wherever necessary to facilitate comparison.

 

2006-09 Quarter 2

 

The above results have been taken on record by Board of Directors at their Meetings held on 31st October, 2006.  Argon India Limited, Mauritius and Argon South Asia Limited, Mauritius [nominees of Actis India Fund 2 LP and Actis South Asia Fund 2 LP] are in the process of making an open offer for acquiring 5603860 equity shares at Rs. 152/- per share from public as per the requirements of SEBI take over regulations.  SEBI approval is awaited for the same.  The company did not have any Investor Complaints pending at the beginning of the Quarter.  18 complaints were received and resolved during the quarter and hence there are no complaints lying unresolved at the end of quarter on 30th September, 2006.  4. Company operates into single business segment, namely Electrical Lamps.  Therefore, the information pursuant to AS – 17 is not applicable.  Figures have been regrouped / recast wherever necessary to facilitate comparison.

 

KEY RATIOS

 

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Debt Equity Ratio

1.07

1.08

1.17

Long Term Debt Equity Ratio

0.50

0.81

1.05

Current Ratio

1.23

1.28

1.36

TURNOVER RATIOS

 

 

 

Fixed Assets

1.25

1.11

0.97

Inventory

6.05

6.22

6.56

Debtors

6.55

7.27

7.58

Interest Cover Ratio

4.61

3.24

2.86

Operating Profit Margin (%)

18.77

19.33

21.30

Profit Before Interest and Tax Margin (%)

12.94

12.01

12.59

Cash Profit Margin (%)

15.57

13.40

14.43

Adjusted Net Profit Margin (%)

9.74

6.08

5.72

Return on Capital Employed (%)

21.95

20.23

18.07

Return on Net Worth (%)

49.83

34.54

28.74

 

STOCK PRICES

 

Face Value

Rs.10/- each

High

Rs.164.30/-

Low

Rs.159.05/-

 

LOCAL AGENCY FURTHER INFORMATION

 

BIODATA

 

The company is a 100% EOU with a state-of-the-art plant in Noida, to manufacture halogen lamps (cap : 11.880 millions pa) and compact fluorescent lamps (cap : 9.504 millions pa). The company's products include automobile head lamps under the Halonix brand, H3 type halogen lamps for fog lamps, J-type halogen lamps for general lighting applications, compact fluorescent lamps (single/double H-type), etc. 

 
The company has been certified as an ISO-9002 accredited company by RWTUV, Germany, for quality assurance in production and installation. It has also received the E-4 mark from N V Kema, Holland, for its H-4 halogen lamps. 

 
During 1996-97, Phoenix Electric (India) Limited (PEIL), a group company has amalgamated with the Phoenix Lamps India Limited

 
During the year 1999-2000, as per the Scheme of Arrangement, the company repurchased 1.1 millions equity shares of Rs. 10/- each from PICUP and extinguished the same and converted 7.660 millions equity shares of Rs 10/- each held by Pheonix Electric Company Limited, Japan into 76.6 millions Redeemable Preference shares of Rs. 100/- each. 

 
The company has changed its name from Phoenix Lamps Limited to the present name.

 

Generic Name of the Principal Product of Company (As per monetary terms) is as under :

 

Item Code No. (ITC Code)        :           853921

Product Description                 :           Electric Lamps

 

FINANCIAL AND OPERATIONAL PERFORMANCE

 

On operational front Gross Sales grew by 22% from Rs. 2042.50 millions in 2004-05 to Rs. 2486.80 million in 2005-06.  Net profit witnessed an increase of about 94% at Rs. 238.88 million from Rs. 123.27 millions last year.  The continuous improvement in performance of the company could mainly be attributed to healthy growth of automobile sector, higher capacity utilization, ongoing emphasis on productivity and efficiency, improvement in all areas of operations.  Cost control measures and actions for sustainable growth will further enable the company to consolidate its financial position in near future.

 

During the year, the company has redeemed preference shares of Rs. 11.25 millions held by IDBI.

 

COMMERCIAL PRODUCTION FROM SEZ Unit – II

 

The company has commenced commercial production from its new manufacturing facility established at SEZ, Noida w.e.f. 1st April, 2005.  This SEZ Unit – II has been set up with an installed capacity of 13.39 million lamps.  Since this unit enjoys Income Tax Exemption, it would provide competitive edge and ample growth opportunities for the company.

 

INDUSTRY STRUCTURE AND DEVELOPMENT

 

The company enjoys the status of Market Leader in automotive Halogen Lamp segment in India with supplies to all major OEMs.  Continued growth in automotive segment with increasing demand from replacement market, resulted in over 15% growth in automotive lamps segment.

 

The company is also leading player in Compact Fluorescent Lamps and other General Lighting Halogen Lamps.  In case of General Lighting Lamps a rapid shift is taking place from Ordinary Incandscent Lamps to energy efficient Compact Fluorescent Lamps [CFLs].  The company recorded a growth of over 25% in this segment.  CFLs will be the main growth driver of the company in next couple of years.

 

OPPORTUNITIES AND THREATS

 

Opportunities

- Introduction of new products for enhancement in revenue model,

- Stringent focus on cost management to remain competitive and enhance operating margins.  All employees are involved in various cost re-engineering projects.

- Setting up of a new Unit at Haridwar, Uttaranchal which would enjoy 100% excise exemption for 10 years and 100% income tax exemption for 5 years followed by 30% income tax exemption for next 5 years will give a competitive edge to the company over its rivals.

 

Threats

- Increase in metal prices all over the world may impact the profitability

- The industry has to be on guard against the menace of Counterfeits which has increased over the last few years, inspite of serious efforts to check it.

 

OUTLOOK

Indian economy seems to grow at 9% supported by smart growth in manufacturing and service sector.  Overall, the demand outlook is quite positive.  Compact Fluorescent Lamp shall witness exponential growth in the near future.

 

FINANCIAL PERFORMANCE VIS-Ŕ-VIS Operational Performance

 

All round cost cutting measures have yielded satisfactory results towards healthy bottom line.  Gross turnover at Rs. 2486.80 million recorded a growth of 22%.  Net profit at Rs. 238.88 million recorded an impressive growth of about 94%.  In view of improving financial results and positive outlook for the near future, the company has declared Equity Dividend of 20% for the financial year 2005-06.

 

FIXED ASSETS

 

The company’s fixed assets of important value include land, building, plant and machinery, laboratory equipment, gas cylinder, furniture & fixture, office equipment, computer, vehicle and fire fighting equipment.

 

WEBSITE DETAILS

 

Phoenix Lamps Limited, an Indo Japanese Joint Venture, promoted in 1991 in Noida, about 45 minutes away from the International airport of New Delhi.


The Company has set-up fully automatic state-of-the-art manufacturing facilities for Automobiles Halogen lamps, Halogen lamps for General Lighting and Compact Fluorescent Lamps.

 

With a total Investment for over US$30 million and having ISO 9001, QS 9000 and TS 16949 certificate under its belt, its units have a massive productions infrastructure, setup over three different locations, which can annually deliver over 80 millions lamps benchmarked to international regulations for Quality, Performance and Safety.

 

Offering an extensive range of over 500 different types of products to suit varied customers needs and applications. The current customers base ranges from aftermarket buyers to OE manufactures and also includes reputed international brands.

 

The company believes in long-term business relationship with its customers by ensuring the best services, competitively priced international -quality products, prompt delivery and personalized services.

 

Policy

 

They at Phoenix Lamps Limited are committed to provide consistent quality products to their customers worldwide.

For the achievement of world class quality in the products manufactured, It is necessary that every employee is involved in ensuring and improving quality Of products at all times.


The Management On Its Part Is Fully Committed To Quality And Provides All Resources To Accomplish This Task.

 


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.44.13

UK Pound

1

Rs.86.46

Euro

1

Rs.56.99

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

9

--PROFITABILIRY

1~10

5

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--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

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

59

 

 

 

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)                  Ownership background (20%)                         Payment record (10%)

Credit history (10%)                            Market trend (10%)                                             Operational size (10%)


 

RATING

STATUS

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

Large

56-70

A

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

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

Credit not recommended

 

 

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions