MIRA INFORM REPORT

 

 

Report Date :

25.09.2007

 

IDENTIFICATION DETAILS

 

Name :

UNIPHOS ENTERPRISES LIMITED

 

 

Registered Office :

11, G.I.D.C., Vapi, District Valsad- 396 195, Gujarat

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

29.05.1969

 

 

Com. Reg. No.:

04-1588

 

 

CIN No.:

[Company Identification No.]

L24219GJ1969PLC001588

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMU03711B

 

 

Legal Form :

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

 

 

Line of Business :

Trader of Phosphorus and its Compounds, Pesticides, Mercury Salts and Pesticides Intermediates.

 

 

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 14300000

 

 

Status :

Satisfactory 

 

 

Payment Behaviour :

Usually Correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a part of United Phosphorous Group, a well established industrial house. Trade relations are fair. Payments are reported as correct and as per commitments. Profit margin is under severe pressure. However, the company is expected to do well as management is strong and having good track records. The company can be considered normal for business dealings at usual trade terms and conditions. 

 

 

LOCATIONS

 

Registered Office :

11, G.I.D.C., Vapi, District Valsad- 396 195, Gujarat, India

Tel. No.:

91-2638-232716 – 232720/232992 , 260-2400717

Fax No.:

91-2638-231823, 260-2401823

E-Mail :

1.       info@uniphos.com

2.       trivedimb@uniphos.com

Website :

http://www.uniphos.com

 

 

Head Office :

Ready Money Terrace, 167 A. B. Road, Worli, Mumbai – 400 018, Maharashtra, India

Tel. No.:

91-22-24930681 / 24935666 / 24930560

Fax No.:

91-22-24937331 / 2493 8826

 

 

Administrative Office :

Uniphos House, C.D. Marg, Khar (West), Mumbai – 400 052, Maharashtra, India

Tel. No.:

91-22-26461368 / 26461506 / 26461507 / 26461540 / 2604111

Fax No.:

91-22-26041010

E-Mail :

info@uniphos.com

 

 

DIRECTORS

 

Name

Mr. R.D. Shroff

Designation

Chairman and Managing Director

Age

66 years

Qualification

B.Sc.

Date of Joining

29.05.1969

 

 

Name

Mrs. S.R. Shroff

Designation

Vice Chairman

Age

59 years

Date of Joining

29.05.1969

 

 

Name

Mr. K.M. Banerjee

Designation

Whole Time Director

Age

57 years

Qualification

B.Tech.

Date of Joining

01.07.1977

 

 

Name

Mr. J. R. Shroff

Designation

Director

Age

35 years

Qualification

B.Sc.

Date of Joining

01.01.1990

 

 

Name

Mr. A C Ashar

Designation

Director

 

 

Name

Mr. Pradeep Goyal 

Designation

Director

 

 

Name

Mr. Prakash Shah

Designation

Director

 

 

KEY EXECUTIVES

 

Name :

Mr. K. M.  Thacker

Designation :

Company Secretary

Address :

8, Shri Krishna Commercial Centre, Ground Floor, Opp Raheja Solitire, 6 Udyog Nagar, Off S V Road, Goregaon (West), mumbai – 400 062, Maharashtra, India 

Tel. No.:

91-22-28724862

Fax No.

91-22-28753485

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

Names of Shareholders

 

Percentage of holding

Promoter

 

40.62

Indian Public

 

23.35

Corporate Bodies

 

3.18

Mutual Funds/LIC/ Banks

 

12.04

NRIs /OCBs

 

5.58

FIIs

 

15.23

Total

 

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Trader of Phosphorus and its Compounds, Pesticides, Mercury Salts and Pesticides Intermediates.

 

 

Products :

Item Code No. (ITC Code)

291900.09

Product Description

Trimethyl Phosphite

 

 

Item Code No. (ITC Code)

380810.02

Product Description

Aluminium Phosphide

 

 

Item Code No. (ITC Code)

380810.24

Product Description

Cypermethrin Technical

 

 

Brand Names :

“Quick-Phos”

 

 

Exports to :

USA, Germany and Australia, Australia, Indonesia, Sri Lanka, Bangladesh, Vietnam, Russia, Zambia, UK, USA and Europe.

 

 

Imports from :

Australia, China, France, Germany, Japan, UK and USA.

 

 

GENERAL INFORMATION

 

No. of Employees :

Around 50

 

 

Bankers :

v      Canara Bank, Mumbai   

v      IDBI Bank Limited, Mumbai

v      State Bank of India

v      HDFC Bank Limited

v      Yes Bank Limited

 

 

Facilities :

Secured Loan

(figures are in Rs. millions)

 

31.03.2007

31.03.2006

From Banks

--On Term Loan Accounts

--Under Vehicle Finance Scheme 

 

250.000

0.283

 

100.000

0.367

Total

250.283

100.367

 

Notes:

1. Term Loan of Rs. 100.000 millions from YES Bank Limited is to be secured by a first exclusive charge on the immovable fixed assets of the Company situated at Mumbai.

2. Term Loan of Rs. 150.000 millions from YES Bank Limited is secured by way of guarantee provided by Demuric Holdings Private Limited through lien on it's Fixed Deposits

3. Vehicle finance loan from ICICI Bank Limited is secured by way of hypothecation of vehicle purchased under the said scheme.

 

Unsecured Loan

(figures are in Rs. millions)

 

31.03.2007

31.03.2006

Short Term Loan form Bank

--

100.000

Short term Loan from Companies

338.500

82.000

Total

338.500

182.000

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

S. V. Ghatalia and Associates

Chartered Accountants

 

 

Associates :

v      Agri Net Solution Limited

v      Bharuch Enviro Infrastructure Limited

v      Midland Fumigant, Inc.

v      Kaw Valley, Inc.

v      Bloom Packaging Private Limited

v      Bloom Industrial Plastics Private Limited

v      Demuric Holdings Private Limited

v      Esthetic Finvest Private Limited

v      Jai Research Foundation

v      Kline Chemicals Private Limited

v      Nerka Chemicals Private Limited

v      Nivi Trading Limited

v      R Shroff Consultants Private Limited

v      Rakshak Chemicals Private Limited

v      Shroff United Chemical Limited

v      Ultima Search

v      Uniphos Agro Industries Limited

v      Vikram Farm

v      Shroff Envirotral Private Limited

v      Sovereign Holdings Private Limited

v      Teknomic Consultants Private Limited

v      SWAl Corporation Limited

v      Uniphos Seeds and Biogenetics Private Limited

 

 

 

Subsidiaries :

v      Agrodan A/S, Denmark

v      Biowin Corporation Limited

v      Enviro Technology Limited

v      Inventa Corporation

v      Bio-Win Corporation Limited

v      United Phosphorus Limited (Zambia)

v      United Phosphorus Limited (Australia)

v      United Phosphorus De Mexico S.A. De. C.V.

v      Agrodan A/S, U.K.

v      United Phosphorus Inc. (USA)

v      United Phosphorus Limited (Hong Kong)

v      United Phosphorus Limited, Shanghai

v      United Phosphorus Limited, Japan

v      United Phosphorus Limited, UK

v      United Phosphorus Limited (Russia)

v      United Phosphorus De Argentina, S.A.

v      United Phosphorus Belgium S P R L

v      United Phosphorus Zimbabwe Limited

v      United Phosphorus South Africa Limited

 

 

Memberships :

Confederation of Indian Industry

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

15,00,00,000

Equity Shares

Rs. 2/- each

Rs. 300.000 millions

70,00,000

Preference Shares

Rs. 100/- each

Rs. 700.000 millions

 

Total

 

Rs. 1000.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

2,54,74,670

Equity Shares

Rs. 2/- each

Rs. 50.949 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

50.949

50.949

50.949

2] Reserves & Surplus

306.473

313.624

317.478

NETWORTH

357.422

364.573

368.427

LOAN FUNDS

 

 

 

1] Secured Loans

250.283

100.367

100.443

2] Unsecured Loans

338.500

182.000

144.170

TOTAL BORROWING

588.783

282.367

244.613

DEFERRED TAX LIABILITIES

2.661

2.390

3.086

 

 

 

 

TOTAL

948.866

649.330

616.126

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

324.798

50.680

53.578

Capital work-in-progress

121.155

93.478

9.884

 

 

 

 

INVESTMENTS

545.503

532.062

532.062

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

Inventories

0.000

0.000

0.062

Sundry Debtors

0.000

0.000

0.000

Cash & Bank Balances

2.580

3.184

3.753

Loans & Advances

184.617

150.731

163.365

Total Current Assets

187.197

153.915

167.180

Less: CURRENT LIABILITIES & PROVISIONS

 

 

 

Current Liabilities 

229.788

180.805

146.578

Provisions

0.000

0.000

0.000

Total Current Liabilities

229.788

180.805

146.578

Net Current Assets

(42.591)

(26.890)

20.602

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

948.866

649.330

616.126

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Sales Turnover

0.000

9.297

4.035

Other Income

41.147

38.366

17.533

Total Income

41.147

47.663

21.568

 

 

 

 

Profit/(Loss) Before Tax

(8.948)

(3.850)

(11.405)

Provision for Taxation

0.277

0.004

0.058

Profit/(Loss) After Tax

(9.225)

(3.854)

(11.463)

 

 

 

 

Expenditures :

 

 

 

 

Administrative Expenses

2.207

27.073

14.675

 

Purchases made for re-sale

0.000

3.066

1.359

 

Interest

45.272

17.723

14.128

 

Depreciation & Amortization

2.616

3.651

14.128

Total Expenditure

50.095

51.513

32.973

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

 

 

30.06.2007

Type

 

 

1st Quarter

 Sales Turnover

 

 

00.000

 Other Income

 

 

9.200

 Total Income

 

 

9.200

 Total Expenditure

 

 

0.500

 Operating Profit

 

 

8.700

 Interest

 

 

13.000

 Gross Profit

 

 

(4.300)

 Depreciation

 

 

0.600

 Tax

 

 

0.000

 Reported PAT

 

 

(4.900)

 

 

KEY RATIOS

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Debt-Equity Ratio

1.21

0.72

0.61

Long Term Debt-Equity Ratio

0.49

0.27

0.13

Current Ratio

0.37

0.49

0.48

TURNOVER RATIOS

 

 

 

Fixed Assets

0.00

0.13

0.05

Inventory

0.00

236.00

92.00

Debtors

0.00

0.00

6.57

Interest Cover Ratio

0.80

0.78

0.20

Operating Profit Margin(%)

0.00

147.46

121.74

Profit Before Interest And Tax Margin(%)

0.00

116.95

60.87

Cash Profit Margin(%)

0.00

(2.54)

(354.35)

Adjusted Net Profit Margin(%)

0.00

(33.05)

(415.22)

Return On Capital Employed(%)

0.00

0.00

0.46

Return On Net Worth(%)

0.00

0.00

(5.05)

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY

 

The company was incorporated on 29.05.1969 under the name and style of United Phosphorus Private Limited having Company Registration Number 1588.  Subsequently it was converted into a public limited liability company w.e.f. 03.02.1986. 

 

Recently, the name of the company was changed to Uniphos Enterprises Limited.

 

Established in 1969 to manufacture red phosphorus, an import substitute, Erstwhile United Phosphorus Limited, later started manufacturing several speciality chemicals like compounds of phosphorus, pesticides, dyes and dye-intermediates, plasticisers and mercury salts. It has grown to become one of the biggest producers and exporters of organic and inorganic mercury compounds in India. Further it also became a leader in the pesticide and fumigant segment.

 

The company as part of restructuring exercise has demerged all its manufacturing facilities to Search Chem Industries, a subsidiary with effective from March 1, 2003. All necessary statutory formalities has been completed. After this demerger the company consist of mainly trading business. 

 
In 1994-95, as a part of backward integration and import substitution, the company has commissioned a plant to manufacture D V E Ster which is an important raw material for the manufacture of cypermethrin and enjoys tremendous export potential.  

 

To integrate the business operations nationally and internationally and also to support and give boost to the export activities the company has implemented Enterprise-wide Resource Planning (ERP) package developed by Avalon Software Inc., USA. The company is now on line in respect of most of its activities in the country. 

 

The company is planning to make a preferential issue to the extent of Rs. 850 millions.  The investment will be made in its specialty chemical subsidiary Search Chem Industries (SCIL). There will not be any extra cash outflow from the company as the Rs. 850 millions loan given by the company will be converted into preference shares. This is part of the financial restructuring plan suggested by IDBI to SCIL.  Subject holding 53% stake in SCIL, has already given loans to the tune of Rs 1689.700 millions to its subsidiary, and out of these, Rs. 850 millions will be converted into preference shares.

 

During 1999-2000, the company had been able to maintain growth due to major brand-building and promotional exercise. The profitability is likely to be getting effected in future, due to proposal to phase out the tax exemption on export turnover, since the company's strategy in the agrochemicals business has always centred on the export of generic products.

 

The company has evinced interest in acquiring a majority stake in Hindustan Insecticides (HIL), in which the government is disinvesting 51%.  Though the company has not yet put in its bid, it has been reportedly approached by AF Ferguson & Company, which is the advisor for the proposed disinvestments.

 

OPERATIONAL PERFORMANCE

 

During the year there were no sales as against Rs.9.297 millions in the previous year. Other income was Rs 41.147 millions as compared to Rs.38.428 millions in the previous year. 


The Company has suffered loss of Rs. 7.151 millions after tax and prior period adjustment for taxation as compared to Rs. 3.854 millions.

 

 

FUTURE OUTLOOK 
 
The Company is ready to take advantage of the opportunity of trading in chemicals with the reduction in tariffs for imports. 

 

INDUSTRY STRUCTURE AND DEVELOPMENT: 


The Company is engage only in trading activities. 


SEGMENTWISE PERFORMANCE: 


The Company operates in a single segment, viz. trading activities. 



The Company’s Fixed Assets of important value includes:

 

v      Buildings

v      Land

v      Furniture

v      Fixtures

v      Equipments

v      Vehicles   

 

Subject has been accredited with ISO 9001 and ISO 14001 Certification.

 

Website Details :

 

UPL Globally


United Phosphorus Limited (UPL) is the largest producer in India of crop protection products with a wide range of products that include fumigants, fungicides, insecticides, rodenticides and herbicides. The company ranks fourth amongst the generic agrochemical companies in the world. It is the world's largest producer of Aluminium Phosphide, which is manufactured at one of their manufacturing sites in India and Napropamide, which is produced by one of the company's subsidiaries in the UK.


Through acquisitions, strategic alliances and subsidiaries, UPL has built a network across the globe -- in Europe, America, Asia Pacific, CIS, Africa and Australia with fully owned subsidiaries in Argentina, Australia, Bangladesh, China, Cuba, Denmark, Honduras, Hong Kong, Japan, Mauritius, Mexico, Poland, Russia, South Africa, USA, UK, Zambia, Zimbabwe and representative offices in Sri Lanka & Vietnam.


Growth Strategy


UPL has pursued a strategy of continuous expansion, backward and forward integration, branded product development, thrust on registration and aggressive marketing. Through acquisitions, strategic alliances and subsidiaries, UPL has built a network across the globe and operates across seven manufacturing sites, six in India and one in Europe, each with close support from on-site technical services and quality control.


Integration is the core strength of UPL. This approach secures reliable raw materials for multi-site manufacturing through an extensive downstream range of products and services. UPL pioneered 'backward integration' in agrochemicals and is one of the world's few companies to manufacture complex organo-phosphorus compounds starting from the basic raw material, rock phosphate ore. This strategy has now been extended to other products, the most recent being an integrated caustic chlorine plant using the latest membrane technology, creating basic building blocks for agrochemicals and speciality chemicals.


Research and Development


Working closely with customers in the marketplace, UPL recognises the requirement for the highest level of support in product research, development and registration. Capability in applied R&D is one of UPL's major corporate strengths. R&D strategy is to continue to invest in innovative formulations that are environment and user friendly, which are essential to the growth of agro chemical companies. Most importantly, UPL is wholly committed to maintaining and expanding its portfolio of registrations globally. Considerable investment has been focused on the regulatory requirements for registration support. UPL has a dedicated registrations team, which works closely with customers and registration authorities. Registrations activity is greatly assisted by UPL's access to the internationally recognised Jai Research Foundation an independent centre of excellence for research and toxicology with Good Laboratory Practice (GLP) status.


A further step forward in product support is UPL's increasing capability in formulation and distribution services. Formulation facilities in the UK have now been augmented by the acquisition of a majority shareholding in AgroDan - a Danish company with established expertise in formulation technology as well as marketing and distribution.

UPL has the commitment and capability to offer total support from start to finish in the agricultural sector.

Products :

 

UPL is the largest producer in India of crop protection products with a wide range of products that include fumigants, fungicides, insecticides, rodenticides and herbicides and has established a broad product line that caters to the crop protection needs of a plant during all stages of growth. This broad product range has given their company a competitive edge in terms of market penetration.


UPL's quality control (QC) approach is based on the clear target of "Zero Defect". Each stage of production from raw material sourcing through manufacturing to post-production are closely monitored. UPL has also committed substantial investment to maintain and improve high standard of environmental care.


New products have been introduced virtually in every year of the company's history in response to the specific needs of a changing market.


UPL offers 'total crop protection' with a comprehensive product range and a sales support operation in every continent.

UPL has developed more than 100 insecticides, fungicides, herbicides, fumigants and rodenticides for every stage of the growing cycle:

 


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.44.31

UK Pound

1

Rs.86.96

Euro

1

Rs.58.58

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

4

OPERATING SCALE

1~10

4

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

5

--PROFITABILIRY

1~10

2

--LIQUIDITY

1~10

4

--LEVERAGE

1~10

6

--RESERVES

1~10

4

--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

 

42

 

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