MIRA INFORM REPORT

 

 

Report Date :

15.02.2007

 

IDENTIFICATION DETAILS

 

Name :

NOVA WEIGH INDIA LIMITED

 

 

Registered Office :

101, MGR Road, Kalakshetra Colony, Besant Nagar, Chennai – 600090, Tamilnadu

 

 

Country :

India

 

 

Financials (as on) :

30.06.2006

 

 

Date of Incorporation :

21.12.1995

 

 

Com. Reg. No.:

18-33931

 

 

CIN No.:

[Company Identification No.]

U29309TN1995PLC033931

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

CHEN02060C

 

 

Legal Form :

Closely Held Public Limited Liability Company

 

 

Line of Business :

To manufacture, purchase, sell, service, repair, import, export, distribute, deal and trade in all types of weighing equipments and systems and in motion weighing systems and all parts accessories and sub systems used in the manufacture thereof.

 

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 150000

 

 

Status :

Satisfactory

 

 

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 :

101, MGR Road, Kalakshetra Colony, Besant Nagar, Chennai – 600090, Tamilnadu, India

Tel. No.:

91-44-2430659

Fax No.:

91-44-24901988

E-Mail :

info@novaweigh.com

Website :

http://www.novaweigh.com

 

 

Head Office :

4th Floor, Ceebros Arcade, Sardar Patel Road, Adyar, Chennai- 600 020, Tamilnadu, India

Tel. No.:

91-44-24430659/ 24430661/ 24430662

Fax No.:

91-44-24901988

 

 

Corporate Office :

Colemeadow Road, Redditch, Worcestershire, United Kingdom B989PB

Website :

http://www.nowaweigh.co.uk

 

 

Regional Office :

6/104, Jogani Industrial Complex, Sion - Chunnabhatti, Mumbai- 400 022   

Phone : 91-22-2529 2423       

Fax : 91-22-2527 4399

Email: salesmumbai@novaweigh.com    

 

102, Swastik Bhawan, Commercial Complex, Ranjith Nagar, New Delhi-110008, India

Phone : 91-11-2589 3309

Fax : 91-11-2589 3309

Email: salesdelhi@novaweigh.com

 

DIRECTORS

 

Name :

Mr. R. Ramachandran

Designation :

Director

Address :

101, MGR Road, Kalakshetra Colony, Besant Nagar, Chennai – 600020, Tamilnadu, India

Date of Birth/Age :

17.02.1938

Date of Appointment :

31.08.2005

 

 

Name :

Mr. N. Ramakrishnan

Designation :

Managing Director

Address :

14, East Club Road, Shenoy Nagar, Chennai – 600030, Tamilnadu, India

Date of Birth/Age :

17.05.1962

Date of Appointment :

10.04.2004

 

 

Name :

Mr. R. Sashidaran

Designation :

Director

Address :

T – 57A, 32nd Cross Road, Besant Nagar, Chennai – 600090, Tamilnadu, India

Date of Birth/Age :

30.06.1938

Date of Appointment :

31.08.2005

 

 

Name :

Mr. S. Rajagopalan

Designation :

Director

Address :

1A, Rahul Manor, 78 Chamiers Road, R. A. Puram, Chennai – 600028, Tamilnadu, India

Date of Birth/Age :

02.03.1939

Date of Appointment :

31.08.2005

 

 

Name :

Mr. Peter Holmes

Designation :

Director

Address :

64, Langfield Road, Knowle, Soil Hill, United Kingdom

Date of Birth/Age :

25.09.1951

Date of Appointment :

15.09.2004

 

 

Name :

Mr. Stephen Burton

Designation :

Director

Address :

Stone House, King Close, Caksington, Derbyshire, DE44BY, United Kingdom

Date of Birth/Age :

10.05.1951

Date of Appointment :

15.09.2004

 

 

Name :

Mr. John Richard Harrison

Designation :

Director

Address :

11, Southwold Avenue, Kings Norton, Birmingham, B303RJ, United Kingdom

Date of Birth/Age :

17.10.1954

Date of Appointment :

28.06.2005

 

 

Name :

Mr. David Nicholas Hudson

Designation :

Director

Address :

The Bakehouse, Byfield Road, Priors Marston, Warwickshire, CV477RP, United Kingdom

Date of Birth/Age :

06.08.1965

Date of Appointment :

28.06.2005

 

 

Name :

Mr. Malcolm Church

Designation :

Director

Address :

5, Westfields, Cats Hill Bransgroue, Worcester, United Kingdom

Date of Birth/Age :

03.12.1951

Resigned Date :

28.06.2005

 

 

Name :

Mr. William John Turtland

Designation :

Director

Address :

‘Waimes’, High Street, Little Everden, Cambridge, United Kingdom

Date of Birth/Age :

13.10.1944

Resigned Date :

28.06.2005

 


 

MAJOR SHAREHOLDERS

 

Names of Shareholders

 

No. of Shares

Strathdon Holdings Limited

 

500000

Mr. N. Ramakrishnan

 

487500

Ms. Renuka Ramakrishnan

 

12500

Mr. R. Ramachandran

 

10000

R Ramachandran [HUF]

 

37000

Ms. Sunita L. Ganapati

 

42750

Ms. Vinita L. Venkatraman

 

42750

Ms. Rukmini Ramachandran

 

1000

Mr. S. Rajagopalan

 

10000

Ms. Indira Rajagopalan

 

10000

Mr. V. Mohan

 

40000

Mr. J. Rajesh

 

4000

Mr. P. Kathirvel

 

3500

Mr. S. Neelamegam

 

7500

Mr. R. Sridhar

 

14000

Mr. D. Shankar

 

10000

Ellarr Automation Private Limited

 

2500

Mr. S. Venkatesh

 

2000

Mr. S. Srinivasan

 

5000

Mr. Ravindra Madurwar

 

2500

Mr. Shankar Velayutham

 

1000

Mr. V. Sreenadh

 

2000

Mr. D. Venkatesan

 

1500

Mr. M. Allwin

 

1000

TOTAL

 

1250000

 

BUSINESS DETAILS

 

Line of Business :

To manufacture, purchase, sell, service, repair, import, export, distribute, deal and trade in all types of weighing equipments and systems and in motion weighing systems and all parts accessories and sub systems used in the manufacture thereof.

 

 

Products :

Item Code No.

Product Description

84238900

Weighing System

 

GENERAL INFORMATION

 

Customers :

Food   

Balaji Breweries

Cadbury

Heinz India

Hindustan Lever

Makson Foods

Mc Dowell

Nestle

Parry Confectionery

SmithKline Beecham

Pepsi

 

 

Pharma           

Astra Zeneca

Biocon

Clariant

Cipla    

German Remedies

Glaxo

Orchid

Reckitt Benkizer

Shasun

Zydus Byk

 

Chemical        

Asian Peroxide

Asian paints     

BILT

BASF

Castrol

Dow Chemicals

EI Dupont

ICI Paints

Reliance Industries

Zeneca

 

Engineering & Consultants

Alfa Laval

Coperion Ideal

Chemtex consultants

Dalal Consultant

Jacobs H & G

Kvaener Powergas

Praj Industries

Scorpio Engineering

Technip India

UHDE

 

 

Bankers :

Dena Bank

Nungambakkam Branch, 103, Nungambakkam High Road, Chennai – 600034, Tamilnadu, India

 

 

Facilities :

Secured Loans : From Banks :

Cash Credit : Secured by hypothecation of stock, book debts and fixed assets of the company and guaranteed by Managing Director

Overdraft : Secured by Fixed Deposits of the company

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

Prasad & Srinath

Chartered Accountants,

199, 2nd Floor, TTK Road, Alwarpet, Chennai – 600018, Tamilnadu, India

PAN No. : AAHPP0048C


 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

1600000

Class A Equity Shares

Rs. 10/- each

Rs. 16.000 millions

400000

Class B Equity Shares

Rs. 10/- each

Rs. 4.000 millions

 

TOTAL

 

Rs. 20.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

2500000

Equity Shares

Rs. 10/- each

Rs. 25.000 millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

30.06.2006

 

30.06.2005

 

30.06.2004

 

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

25.000

12.500

10.000

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

13.176

18.991

10.060

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

38.176

31.491

20.060

LOAN FUNDS

 

 

 

1] Secured Loans

0.000

0.000

0.296

2] Unsecured Loans

0.000

0.000

0.000

TOTAL BORROWING

0.000

0.000

0.296

DEFERRED TAX LIABILITIES

0.026

0.072

0.043

 

 

 

 

TOTAL

38.202

31.563

20.399

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

4.784

4.794

2.713

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

1.705

0.185

0.000

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

9.449

8.398

8.538

 

Sundry Debtors

8.575

7.721

10.426

 

Cash & Bank Balances

22.331

15.067

8.122

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

1.197

1.307

0.840

Total Current Assets

41.552

32.493

27.926

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

5.564

3.059

9.035

 

Provisions

4.275

2.850

1.205

Total Current Liabilities

9.839

5.909

10.240

Net Current Assets

31.713

26.584

17.686

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

38.202

31.563

20.399

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

30.06.2006

30.06.2005

30.06.2004

Sales Turnover [including other income]

88.518

103.622

45.826

 

 

 

 

Profit/(Loss) Before Tax

19.103

21.602

5.858

Provision for Taxation

5.292

5.577

1.436

Profit/(Loss) After Tax

13.811

16.025

4.422

 

 

 

 

Export Value

0.018

1.282

4.410

 

 

 

 

Import Value

N.A.

28.131

15.259

 

 

 

 

Total Expenditure

69.414

82.019

39.968

 

KEY RATIOS

 

PARTICULARS

 

 

30.06.2006

30.06.2005

30.06.2004

PAT / Total Income

(%)

15.60

15.46

9.64

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

21.58

20.84

12.78

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

41.22

57.93

19.11

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.50

0.68

0.29

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.25

0.18

0.52

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

4.22

5.49

2.72

 

LOCAL AGENCY FURTHER INFORMATION

 

Fixed Assets

 

Buildings, Computers, Furniture & Office Equipments, Engineering Equipments and Vehicles.

 

Name of the company

NOVA WEIGH INDIA LIMITED

Presented By

Mr. N. Ramakrishnan – Director

1) Date and description of instrument creating the change

Hypothecation of goods dated 02.01.98

Inland Bills from dated 02.01.98

Letter of Counter Guarantee dated 02.01.98

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

Cash Credit

Rs. 2.000

millions

Together with interest, cost

Bills Purchased

Rs. 1.000

millions

charges, amounts overdrawn and other expenses which may be debited to the account from time to time

Guarantee

Rs. 3.000

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 goods brought in to or upon or now or hereafter incourse of transit to any godown, jatha or other place of storage and hypothecation of all receivables of the company

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

Nature of Advance

Rate of Interest

Cash Credit

17.09% p.a.

Bills Purchase

17.09% p.a.

Guarantee

--

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

Dena Bank

Nungambakkam Branch, 103, Nungambakkam High Road, Chennai – 600034, Tamilnadu, India

6) Date  and brief description of instrument modifying the charge

Demand Promissory Note dated 23.03.1999 for Rs. 5.000 millions

Letter of continuity dated 23.03.99

Letter of counter guarantee dated 23.03.99

Demand Promissory Note dated 23.03.99 for Rs. 1.000 million

Letter of continuity dated 23.03.99

Letter of undertaking for supply bills dated 23.03.99

Demand Promissory Note dated 23.03.99 for Rs. 3.000 millions

Letter of continuity dated 23.3.99

Hypothecation of goods dated 23.3.99

Hypothecation of book-debts dated 23.3.99

Inland bills form dated 23.3.99

Letter of lien and set-off for borrowing arrangements dated 23.3.99

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.

Charges decreased from Rs. 10.500 millions to Rs. 9.000 millions

 

Cash Credit from Rs. 4.000 millions to Rs. 3.000 millions

Bills Purchased Rs. 1.000 millions to Rs. 1.000 millions

Guarantee Rs. 5.500 millions to Rs. 5.000 millions

Total : Rs. 10.500 millions to Rs. 9.000 millions

 

Nature of Advance

Rate of Interest

Cash Credit

17.85% p.a.

Bills Purchase

17.85% p.a.

Guarantee

17.85% p.a.

 

Name of the company

NOVA WEIGH INDIA LIMITED

Presented By

Dena Bank, Nungambakkam Branch, Chennai – 600034

1) Date and description of instrument creating the change

13th February, 2004

Agreement evidencing equitable mortgage by deposit of title deeds dated 13.02.2004

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

Rs. 9.000 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

The company leasehold and / or freehold land and other immovable properties of the company situated at GALA 104, First Floor Building No. 6, of Jogani Industrial Complex at Sion Chunabatti Mumbai – 400022 admeasuring 425 ft. sq. mtrs and other structures fixed plant and machinery furniture & fitting now constructed erected and installed thereon both present and future

[hereinafter referred to as the said immovable properties]

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

The security as stated in column No. 3, to secure the due repayment, redemption and discharge of the company liabilities in respect of the diverse credit facilities amouting to Rs. 9.000 millions together with interest thereon at the respective agreed rates compound interest and or further penal interest as in the case of default interest tax as applicable liquidated damages commitment charges premia on prepayment or on prepayment or on redemption costs, charges and expenses and all other moneys payable by the company

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

Dena Bank

Nungambakkam Branch, Chennai  600034, Tamilnadu, India

6) Date  and brief description of instrument modifying the charge

12th May, 2005

1. Demand Promissory Note

2. Agreement of Hypothecation [Goods, Book

    Debts and other movable assets to secure

   demand multiple facilities]

3. No instrument. Extension of equitable mortgage

    by deposit of title deeds of the company’s

    immovable property.  [Letter evidencing the said

    deposit of title deeds is enclosed].

 

All the above were made on 12th May, 2005 and relate to one and the same modification of charge

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.

1. Effect of Modification

The Cash Credit limit of Rs. 9.000 millions has been reduced to Rs. 6.000 millions.  And also, guarantee limit of Rs. 3.000 millions has been enhanced to Rs. 10.000 millions.  Hence the overall limit increased to Rs. 16.000 millions.

 

The break – up details of the overall limit of Rs. 16.000 millions

 

                                          [Rs. in Millions]

Facilities

Revised

CC Hypn. [stocks & book debts]

6.000

Guarantee

10.000

TOTAL

16.000

 

2. Terms and Conditions

Rate of Interest : Interest at the rate of BPLR + 0.75% as per Credit rating as of June 2004 subject to change from time to time

 

Margin :

CC Hypn. : 35%

Guarantee : 15%

Commission : As per H.O. Guidelines

 

3. Securities

Hypothecation by way of first charge in favour of Dena Bank, Nungambakkam, Chennai on all the company’s weighing system and other accessories, and all stocks of raw materials, goods in process and finished goods such as load cells, indicators, etc. consumable stores and spares, packing materials, etc. both present and future and

 

Extension of equitable mortgage by deposit of title deeds of the company’s immovable property on leasehold and / or freehold rights land and other immovable properties of the company viz.,

 

Land situated at GALA 104, First Floor, Building No. 6, of Jogani Industrial Complex at Sion Chunabatti Mumbai – 400022 admeasuring 425 ft. sq. mtrs. and other structures.

 

All the above said securities were already hypothecated / mortgaged with the said bank by way of first charge and now they shall continue to secure the present enhanced overall limit of Rs. 16.000 millions, together with interest, costs, charges and all other expenses which may be debited to the appropriate account from time to time

 

All other terms and conditions remains the same.

 

WEBSITE DETAILS

 

Nova Weigh UK – Setting the trend

 

Nova Weigh is the UK leader in quality, customized process weighing systems.

The company has established a commanding presence in the global market of industrial process weighing and control systems.

Nova Weigh provides quality equipments tailored to customers' specific requirements, supported by the highest level of application engineering.

Nova Weigh has excellent reputation for complete project design, management, manufacture, on-site calibration and commissioning of complex process control systems certified to ISO 9001.

     

Nova Weigh India – The perfect sequel

 

Nova Weigh India is a direct subsidiary Nova Weigh UK

With its head quarters at chennai, the company provides sales and support services across the country,

Nova Weigh India makes available to the Indian process industry the quality products and services which are the hall mark of Nova Weigh world wide.

More than 5000 successful installations

 

Products

Whether it is a stand-alone platform scale, a vessel weighing system, or a complete automation project, Nova Weigh has the equipment and the know-how to provide the solution.

 


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.44.09

UK Pound

1

Rs.86.59

Euro

1

Rs.57.92

 

 

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/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