MIRA INFORM REPORT

 

 

Report Date :

15.02.2007

 

IDENTIFICATION DETAILS

 

Name :

MELSS AUTOMATION LIMITED

 

 

Registered Office :

173 Developed Plots Estate, Perungudi, Chennai – 600096, Tamil Nadu, India

 

 

Country :

India

 

 

Financials (as on) :

31.03.2006

 

 

Date of Incorporation :

29.08.2002

 

 

Com. Reg. No.:

18-049505

 

 

CIN No.:

[Company Identification No.]

U29193TN2002PLC049505

 

 

Legal Form :

Closely held public limited liability company.

 

 

Line of Business :

Subject is involved in System Design, Procurement, Manufacturing and Installation and Maintenance of Systems in Process Control and factory automation on a Turn-Key Basis with specialization in the field of weighing application.

 

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 50000

 

 

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 / Factory:

173 Developed Plots Estate, Perungudi, Chennai – 600096, Tamil Nadu, India

Tel. No.:

91-44-24961903 / 24961911

Fax No.:

91-44-24960488

E-Mail :

melsschn@melss.com

Website :

http://www.melssautomation.com

http://www.melss.com

 

 

Sales and Support Offices :

  • Delhi
  • Mumbai
  • Kolkata
  • Bangalore
  • Secunderabad
  • Coimbatore
  • Chennai

E-Mail :

mal@melss.com

malservice@melss.com

msrikumar@melss.com

Website :

http://www.melssautomation.com

http://www.melss.com

 

DIRECTORS

 

Name :

Mr N Ramachandran

Designation :

Director

Address :

Flat No 3-A, Coral Sands, No 54-B, Beach Road, Kalakshetra Colony. Besant Nagar, Chennai – 600090, Tamil Nadu, India

Date of Birth/Age :

17.06.1950

Date of Appointment :

16.09.2002

E-Mail :

nramachandran@melss.com

Website :

http://www.melssautomation.com

http://www.melss.com

 

 

Name :

Mr T Srinivasan

Designation :

Director

Address :

Flat No D-4, Satyasrya Apartments, No 120, L B Road, Thiruvanmiyur, Chennai – 600041, Tamil Nadu, India

Date of Birth/Age :

12.11.1949

Date of Appointment :

16.09.2002

E-Mail :

tsrinivasan@melss.com

Website :

http://www.melssautomation.com

http://www.melss.com

 

 

Name :

Mr E Easwaran

Designation :

Director

Address :

Flat No 3-D, Gayatri Apartments, no 32, Second Main Road, R A Puram, Chennai – 600028, Tamil Nadu, India

Date of Birth/Age :

29.08.1941

Date of Appointment :

10.07.2002

 

 

Name :

Mr R V Srinivasn

Designation :

Director

Address :

New No 11, Old No 10, Anandam Colony, South Canal Bank Road, Mandaveli, Chennai – 600028, Tamil Nadu, India

Date of Birth/Age :

05.07.1946

Date of Appointment :

06.12.2003

 

KEY EXECUTIVES

 

Name :

Mr V Jayakumar

Designation :

Head Operations

E-Mail :

vjayakumar@melss.com

Website :

http://www.melssautomation.com

http://www.melss.com

 

 

Name :

Mr T R Balasubramanian

Designation :

Manager (Marketing)

E-Mail :

trbalasubramanian@melss.com

Website :

http://www.melssautomation.com

http://www.melss.com

 

 

Name :

Mr G Pichaipillai

Designation :

Manager (Mechanical Systems)

E-Mail :

gpichalipillai@melss.com

Website :

http://www.melssautomation.com

http://www.melss.com

 

 

Name :

Mr Anup Raj Gauni

Designation :

Manager Projects

E-Mail :

anup@melss.com

Website :

http://www.melssautomation.com

http://www.melss.com

 

 

Name :

Mr V Thandayuthapani

Designation :

Manager Engineering

E-Mail :

malrnd@melss.com

Website :

http://www.melssautomation.com

http://www.melss.com

 

 

Name :

Mr M Srikumar

Designation :

Manager Software

E-Mail :

msrikumar@melss.com

Website :

http://www.melssautomation.com

http://www.melss.com

 

 

Name :

Mr S Ajantha

Designation :

Product Division

E-Mail :

malagency@melss.com

Website :

http://www.melssautomation.com

http://www.melss.com

 

MAJOR SHAREHOLDERS

 

Names of Shareholders

 

No. of Shares

Mr Anup Raj Gauni

 

11490

Mr R Eswaran

 

2

Mr V Jayakumar

 

39000

MEL Systems and Services Limited

 

76518

Mr N Ramchandran

 

4

Mr T Srinivasan

 

4

Mr G Pichai Pillai

 

11490

Mr T R Balasubramanian

 

11492

 

 

 

 

 

 

Category of Shareholders

 

Percentage of Holding

Bodies corporate

 

51.00

Other top 50 shareholders

 

49.00

Total

 

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Subject is involved in System Design, Procurement, Manufacturing and Installation and Maintenance of Systems in Process Control and factory automation on a Turn-Key Basis with specialization in the field of weighing application.

 

 

Products :

Item Code No :

Product Description :

903289

Electronic Automatic Control Systems

842390

Electronic Weigh Bridges

 

 

GENERAL INFORMATION

 

Suppliers :

MEL Systems and Services Limited

 

 

No. of Employees :

About 25

 

 

Bankers :

State Bank of India, Commercial Branch, Guindy, Chennai - 600032

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

Shanker Giri and Prabhakar

Chartered Accountants

Address :

“GUHALAYA” Flat B-7, No 262 (Old 179), Royapettah High Road, Mylapore, Chennai – 600004

Tel. No.:

91-44-24992982 / 24991345

Fax No.:

91-44-24997317

E-Mail :

 

 

 

Holding Company :

MEL Systems and Services Limited

 


 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

30,000

Equity Shares

Rs 100/- each

Rs 3.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

30,000

Equity Shares

Rs 100/- each

Rs 3.000 Millions

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

SOURCES OF FUNDS

 

31.03.2006

[12 months]

31.03.2005

[12 months]

30.09.2003

[15 months]

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

3.000

1.500

1.500

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

10.093

4.066

1.367

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

13.093

5.566

2.867

LOAN FUNDS

 

 

 

1] Secured Loans

2.380

0.000

0.353

2] Unsecured Loans

0.000

0.000

0.000

TOTAL BORROWING

2.380

0.000

0.353

DEFERRED TAX LIABILITIES

0.404

0.257

0.000

 

 

 

 

TOTAL

15.877

5.823

3.220

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

3.729

3.036

1.093

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

0.000

0.000

0.000

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

Inventories

2.923

3.281

0.433

Sundry Debtors

22.750

13.218

6.367

Cash & Bank Balances

4.458

3.004

0.927

Other Current Assets

0.070

0.021

0.000

Loans & Advances

1.672

3.027

0.718

Interest Accrued

0.000

0.000

0.009

Total Current Assets

31.873

22.551

8.454

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

Current Liabilities

18.061

16.579

6.406

Provisions

1.664

3.185

Total Current Liabilities

19.725

19.764

6.406

Net Current Assets

12.148

2.787

2.048

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.079

 

 

 

 

TOTAL

15.877

5.823

3.220

 


 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2006

[12 months]

31.03.2005

[12 months]

30.09.2003

[15 months]

Sales Turnover [including other income]

69.989

54.125

17.948

 

 

 

 

Profit/(Loss) Before Tax

10.320

5.165

2.436

Provision for Taxation

3.767

2.557

0.900

Profit/(Loss) After Tax

6.553

2.608

1.536

 

 

 

 

Export Value

NA

0.931

NA

 

 

 

 

Import Value

NA

1.119

NA

 

 

 

 

Total Expenditure

59.669

48.960

15.512

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2006

[12 months]

31.03.2005

[12 months]

30.09.2003

[15 months]

PAT / Total Income

(%)

9.36

4.81

8.55

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

14.74

9.54

13.57

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

28.98

20.19

25.51

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.78

0.92

0.84

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

1.68

3.55

2.35

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.61

1.14

1.32

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Introduction

 

MELSS Automation Limited is a subsidiary of MEL  Systems and Services Limited an associate of Rs.50000 Millions Murugappa Group. Some of the constituents of Murugappa Group are well known companies like Tube Investment India Limited, Coromandel Fertilizers, Carborundum Universal Limited, EID Parry India Limited, Parry Agro India Limited, and Cholamandalam Finance Corporation etc.

 

MELSS Automation Limited is involved in System Design, Procurement, Manufacturing and Installation and Maintenance of Systems in Process Control and factory automation on a Turn-Key Basis with specialization in the field of weighing application.

 

Organisation

 

The Factory and Head Office of MELSS Automation Limited is located at Perungudi in Chennai. MAL offers quality support to their customers through company’s Branches at Delhi, Bombay, Calcutta, Hyderabad, Bangalore and Coimbatore. More than 90% of MAL employees have technical background. Their technical background spans different disciplines like Electronics, Instrumentation, Software and Mechanical Engineering. Through this committed multi disciplinary team, company has been able to offer products and systems using State-of-Art technology and provide effective post sale support.

 

Experience

 

MAL undertakes projects related to weighing, material handling, data acquisition using PLC’s to control and automate processes along with weigh processors developed in house.

 

MAL's areas of activity covers Batching, Material handling, Furnace and kiln Controls, Process automation, SCADA Applications, customized weigh applications, Software solutions Fully Electronic Weigh bridges etc. MAL's products are of international standards and are approved by the Weight and Measures Department of the Government of India.

 

 

MAL's projects are software intensive and help their customer not only to control or monitor but also have access to on line information. Company has also executed a large number of Weigh bridges and Tank weighing applications including special weighing applications (Weighing under Vibration).

 

MAL has gathered wealth of experience during the last 18 years, in order to provide the customers with the latest in technology, company has back up of International leaders in their respective areas of working such as :

 

 

Customer Support

 

The strength of MAL is the ability to offer total support to their customers. Company has well trained Engineers based both at Head Office and in their projects to take care of the needs of their customers.

 

Summary

 

In summary MAL can offer the following projects and services.

 

 

History

 

MELSS Automation Limited was  formed as the Industrial Products Group of Murugappa Electronics Limited in 1983 in the Murugappa Group. On restructuring the organization this was merged to the EID Parry and functioned under its umbrella from 1993 to 1995.

 

The Murugappa Group exited from the electronics region in 1995 creating a new company in the name of MEL Systems and Services Limited in 1995 with Mr. M M Murugappan as chairman of the company. The company is managed by Mr. N Ramachandran and Mr. T Srinivasan, who have more than 35 years of business experience in Industrial automation Business.

 

To give more focus to the Automation Business in the IT Era MELSS Automation Limited was created in October 2002 as a Subsidiary of MEL Systems and Services Limited

 

 

Customer Support

 

The strength of MAL is the ability to offer total support to their customers. Company has well trained Engineers based both at Head Office and in our projects to take care of the needs of our customers.

 

 

v      Online Customer Enquiry Form

v      Online Customer Feedback Form

v      Online Service Call Form

 

Change in Financial Year

 

 The directors have changed the financial year of the company from October-September to April-March with effect from this financial year with the approval of the registrar of companies and accordingly this financial year under review consists of 18 months from 01.10.2003 to 31.03.2005 and henceforth all future accounting years will be from 1st April to 31st March

 

Banking Facilities

 

The company has during the year 2004-2005, completely repaid the term loan of Rs 0.600 Millions obtained from State Bank of India commercial branch Guindy, cheenai. The company vails non funded facility of Rs 9.8 Million from bank guarantee and letter of credit from state bank of India commercial branch Guindy, Chennai on the security of stocks and receivables.

 

Operations

 

During the year 2004-2005, the company’s performance was outstanding. The turnover grew on an annualized basis by 120%. The profit before tax (PBT) grew by 80%. The company made a break through in supplying a large number of weigh bridges to the Bajaj group for their Sugar Factories in Uttar Pradesh. The company also made a good beginning in the Automobile sector by delivering Automobile Batching systems for the Brake Shoe Industry.

 

During the year 2004-2005, the company also entered into new areas like control system, sewage treatment, water management etc.

 

During the year 2004-2005, the company was highly successful in completing development of a mini ERP package for sugar and Automobile industries. The company hopes to increase the software revenue based on these packages.

 

Exports

 

The company also made efforts to export some of the Systems especially Tea Automation Systems and Weigh Bridges to Sri Lanka and Kenya. The company also making efforts to diversify the export markets by aiming for markets in the Middle East and the US

 

Fixed Assets

 

SECURED LOANS

31.03.2005

30.09.2003

 

Rs in Millions

From Bank

 

 

Term Loan

(Secured by Hypothecation of fixed Assets, extension of EM over Land and Buildings belonging to Holding company and corporate guarantee of Holding company  )

---

0.353

 

--

0.353

 

Contingent Liability not Provided for :

 

 

31.03.2005

30.09.2003

 

Rs in Millions

Guarantee

2.397

0.452

Letters of Credit

0.706

0.8874

 

 

Name of the company

MELSS AUTOMATION LIMITED

Presented By

STATE BANK OF INDIA, GUINDY, CHENNAI – 600032

1) Date and description of instrument creating the change

Dated 24.01.2003

 

1. General agreement for the grant of small industrial advances and hypothecation of movables, book debts and other assets (working capital finance)

 

2. Agreement for the grant of small industrial advances (working capital finance) to the general agreement (working capital finance) Regarding Letters of credit, guarantees and Indemnities – Ancillary agreement No 6

 

3. Creation of Equitable Mortgage by way of deposit of title deeds belonging to MEL Systems and Services Limited

 

All dated 24.01.2003 and relate to one and the same charge.

 

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

Rs 5.000 Millions

 

Facility

Rs in Millions

Bank Gurantee

2.500

Letter of Credit

2.500

Total Non-Fund Based Limit

5.00

 

 

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 machinery, stocks of raw materials, consumables, stock ion process, book debts, finished goods, movables and receivables.

 

Creation of Equitable mortgage of the property belonging to MEL Systems and Services Limited of all that land and buildings measuring 0.508 acres of land with constructed buildings thereon of 864 Sq. meters (more fully described in the letter evidencing deposit of title deed)

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

Margin Rate of Interest, other terms and conditions : As stipulated in the agreement and sanction letter.

 

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

State Bank of India

Guindy, Chennai – 600032

 

6) Date  and brief description of instrument modifying the charge

Nil

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.

Nil

 

Name of the company

MELSS AUTOMATION LIMITED

Presented By

STATE BANK OF INDIA, COMMERCIAL BRANCH, GUINDY, CHENNAI – 600032

1) Date and description of instrument creating the change

Dated 26.10.2005

 

  1. Agreement of Loan –Cum-Hypothecation in SME-2.
  2. Letter of confirmation for extension of mortgage by deposit for title deeds covering enhanced limit and / or creation of equitable mortgage on additional properties for securing the existing limits and additional facilities property belonging to MEL Systems and Services Limited

  Both the above documents were made on 26.10.2005 and relate to one and single charge.

 

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

Rs 15.000 Millions

 

Facility

Rs in Millions

Cash Credit

5.000

Bank Gurantee

5.000

Letter of Credit

5.000

Total

15.00

 

Together with interest, costs, charges and all other expenses which may be debited to the said account from time to time.

 

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

Primary Security

Hypothecation of stocks of Raw materials, semi finished goods, finished goods, stores, spares and other current assets.

 

Collateral Security

Extension of equitable mortgage by deposit of title deeds of the company’s premises located at Plot No 173, situated at Industrial Estate, Perungudi, Chennai – 600096, admeasuring 0.508 acres comprised in Serial Number 141/1

As collateral security.

 

All the above securities, were hypothecated / mortgage with state bank of India, commercial branch, guidny, Chennai by way of first charge and now they shall continue to secure the present enhanced overall limit of rs 15.000 Millions together with interest, costs, charges and all other expenses which may be debited to the said account from time to time.

 

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

Interest  :  interest at the rate of 1% above SBAR with a minimum of 11.25% with monthly rest.

 

Margin

Raw Material Imported

25%

Raw Material Indigenous

25%

Semi Finished Goods

25%

Components / Consumables / Spares

25%

Domestic receivables

25%

Export Packing Credit

25%

Letter of credit

25%

Bank Guarantee

25%

 

 

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

State Bank of India

Commercial Branch, Guindy, Chennai – 600032

 

6) Date  and brief description of instrument modifying the charge

Nil

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.

Nil

 


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.44.07

UK Pound

1

Rs.86.17

Euro

1

Rs.57.97

 

 

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