MIRA INFORM REPORT

 

 

Report Date :

26.09.2007

 

IDENTIFICATION DETAILS

 

Name :

NTPC ELECTRIC SUPPLY COMPANY LIMITED

 

 

Registered Office :

NTPC Bhawan, SCOPE Complex 7, Institutional Area, Lodhi Road, New Delhi – 110 003

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Com. Reg. No.:

55-116635

 

 

CIN No.:

[Company Identification No.]

U40108DL2002GOI116635

 

 

Legal Form :

A Public limited liability company. The company’s shares are listed on the Stock Exchange.

 

 

Line of Business :

Electricity Generating Company with the Objectives of Construction, Operation and Maintenance of Super Thermal Power Stations and their Associated Transmission Lines.

 

 

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

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well-established and reputed company having satisfactory track records. Directors are reported as experience 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 :

NTPC Bhawan, SCOPE Complex 7, Institutional Area, Lodhi Road, New Delhi – 110 003, India.

Tel. No.:

91-11-24361557/24361012/24360100 (10 Lines)

Fax No.:

91-11-24368417/24361018

E-Mail :

cc@ntpc.co.in

Website :

http://www.ntpc.co.in

 

 

DIRECTORS

 

Name :

Shri Chandan Roy

Designation :

Director

Date of Birth/Age :

16.07.1950

Qualification :

Graduate in Mechanical Engineering

Expertise in specific

functional area:

 

 

Shri Chandan Roy is Power Engineer with rich and varied experience of about 33 years. He has worked for ACC Vickers Babcock Limited and Babcock & Wilcox, London also.

Directorship held

in other companies:

 

Chairman

• Ratnagiri Gas and Power Private Limited

Part-time Director

• NTPC Vidyut Vyapar Nigam Limited

• Nuclear Power Corporation of India Limited

• Northern Coalfields Limited

• Damodar Valley Corporation

Date of Appointment :

01.01.2004

 

 

Name :

Mr. G. P. Gupta

Designation :

Director

Date of Birth/Age :

11.01.1941

Qualification :

Post Graduate in Commerce

Expertise in specific

functional area:

 

 

Shri G.P. Gupta had been the Chairman and Managing Director of IDBI and Chairman of UTI. He has 40 years of experience in various financial institutions and held Directorships in various organizations like LIC, GIC, EXIM Bank, IFCI and BHEL in the past.

Directorship held

in other companies:

 

Part-time Chairman

1 Emkay Share and Stock Brokers Limited

Part-time Director

1 Hindustan Aeronautics Limited

2 SIDBI Venture Capital Limited

3 The Jammu & Kashmir Bank Limited

4 PTC India Limited

5 Swaraj Engines Limited

6 M.P. Power Generation Company

Limited

7 Birla Sun Life Insurance Company

Limited

8 Aditya Birla Nuvo Limited

9 Su-Raj Diamonds & Jewellery Limited

10 Shree Digvijay Cement Company

Limited

11 Power Finance Corporation Limited

12 Idea Cellular Limited

13 S-lnfra Limited

Memberships/Chairmanship

of Committees across

all Public Companies

NTPC Limited

Chairman- Audit Committee

Hindustan Aeronautics Limited

Chairman- Audit Committee

Power Finance Corporation Limited

Chairman- Audit Committee

Swaraj Engines Limited

Chairman- Audit Committee

Idea Cellular Limited

Chairman- Audit Committee

The Jammu & Kashmir Bank Limited

Member - Audit Committee

Birla Sun Life Insurance Company Limited

Member - Audit Committee

Aditya Birla Nuvo Limited

Member - Audit Committee

PTC India Limited

Member - Audit Committee

Shree Disvijay Cement Limited

Member - Audit Committee

Date of Appointment :

30.01.2006

 

 

Name :

Mr. M. I. Beg

Designation :

Director

Date of Birth/Age :

30.06.1939

Qualification :

Masters Degree in Economics and Bachelor of Science in Electrical Engineering

Expertise in specific

functional area:

 

 

Shri Mirza Ishtiaq Beg is former Chairman of Central Electricity Authority & Ex-officio Secretary to the Government of India. Shri M.I. Beg was with Central Electricity Authority for 34 years and has been earlier on the Board of Power Finance Corporation Limited and Nuclear Power Corporation of India Limited.

Directorship held

in other companies:

 

NTPC Limited

Member - Audit Committee

Date of Appointment :

30.01.2006

 

 

Name :

Mr. K. B. Dubey

Designation :

Director

Date of Birth/Age :

25.07.1949

Qualification :

Graduate in Mechanical Engineering

Expertise in specific

functional area:

 

 

Shri Kailash Bihari Dubey has worked in NTPC in different capacities and in variegated areas. He has

headed various projects, Region and Corporate Groups in NTPC such as Faridabad Gas Power Project, Koldam Hydro Power Project, Hydro Region and Corporate Monitoring Group and has earned laurels in both Professional and Administrative Capacities.

Directorship held

in other companies:

 

Part-time Director

1. NTPC Hydro Limited

Date of Appointment :

12.01.2007

 

 

Name :

Mr. Rajesh Verma

Designation :

Director

Date of Birth/Age :

01.09.1964

Qualification :

Graduate in Electrical Engineering

Expertise in specific

functional area:

 

 

Shri Rajesh Verma is an officer of Indian Administrative Service, Orissa cadre. He has held various posts in both the State Governments of Orissa and Rajasthan. Prior to his joining as a Joint Secretary & Financial Adviser, Ministry of Power, Government of India with effect from 02.07.2007, he has held the post of Director (Hydro), Ministry of Power.

Directorship held

in other companies:

 

Part-time Director

1 . Rural Electrification Corporation Limited

2. Tehri Hydro Development Corporation Limited

3. Satluj Jal Vidyut Nigam Limited

Memberships/Chairmanship

of Committees across

all Public Companies

NTPC Limited

Chairman - Shareholders' / Investors'

Grievance Committee

Member - Audit Committee

Date of Appointment :

23.07.2007

 

 

Name :

Mr. T. Sankaralingam

Designation :

Director

 

 

Name :

Shri R.K. Jain

Designation :

Director

Date of Birth/Age :

15.12.49 - 55 yrs

Qualification :

Graduate in Mechanical Engineering

Expertise in specific

functional area:

 

 

Shri R.K. Jain has experience of over 33 years in thermal power projects. He has worked with Central Electricity Authority also. He is also spearheading NTPC's globalization initiatives in the areas of O&M,R&M and Engineering Services for Power Plants in various parts of the world.

Directorship held

in other companies:

Part-time Director • NTPC-Electric Supply Company Limited

• NTPC Tamil Nadu Energy Company Limited

Memberships/Chairmanship

of Committees across

all Public Companies

NTPC Member Committee for Contracts Project Committee

Shareholders/ Investors Grievance Committee

Date of Appointment :

05.05.2005

 

 

Name :

Shri R.S. Sharma

Designation :

Director

Date of Birth/Age :

10.08.50 - 55 yrs

Qualification :

Graduate in Mechanical Engineering

Expertise in specific

functional area:

 

 

Shri R.S. Sharma has vast and rich experience of around 34 years in Thermal Power Stations. Prior to joining NTPC, he has

Worked in Madhya Pradesh State Electricity Board. He has been author of a number of Technical papers on various subjects of Power Plant Operation & Maintenance.

Directorship held

in other companies:

 

• NTPC - SAIL Power Company Private Limited • Bhilai Electric

Supply Company Private Limited Part-time Director • NTPC-Electric Supply Company Limited • NTPC Vidyut Vyapar Nigam Limited  PTC (India) Limited • Ratnagiri Gas and

Power Private Limited

Memberships/Chairmanship

of Committees across

all Public Companies

NTPC Member Project Committee 1 nvestment/Contri bution

Committee NTPC Vidyut Vyapar Nigam Limited (NWN) Member

Audit Committee

Date of Appointment :

08.10.2004

 

 

Name :

Shri A.K. Singhal

Designation :

Director

Date of Birth/Age :

10.01.54 - 51 yrs.

Qualification :

Chartered Accountant

Expertise in specific

functional area:

 

 

Shri A.K. Singhal has with him vast and rich professional

experience of over 28 years of handling all the facets in Corporate Finance and Accounts. Prior to joining NTPC as

Executive Director (Fin.) in 2001, he has worked as Executive Director (Finance) in National .fertilizers Limited as head of

Finance & Accounts department, and has also worked in

Krishak Bharati Cooperative Limited (KRIBHCO) and Engineering Projects of India Limited (EPIL).

Directorship held

in other companies:

 

Part-time Director • NTPC-Electric Supply Company Limited

• NTPC Hydro Limited • NTPC Vidyut Vyapar Nigam Limited

• NTPC Tamil Nadu Energy Company Limited • Utility Powertech Limited • NTPC –SAIL Power Company Private Limited

•Bhilai Electric Supply Company Private Limited • NTPC Alstom Power Services Private Limited • Ratnagiri Gas and Power Private

Limited

Memberships/Chairmanship

of Committees across

all Public Companies

Chairmanship of Committees across all Public Companies

1 Member Project Committee 1 nvestment/Contri butionCommittee NTPC Vidyut Vyapar Nigam Limited (NWN)

Member Audit Committee Member Committee for Contracts

Project Committee Shareholders/ Investors Grievance

Committee Member Audit Committee

Committee for Contracts Project Committee j. NTPC Member

Committee for Contracts Project Committee Committee on

Management Controls Securities Allotment/ Transfer Committee Shareholders/Investors Grievance Committee

Investment/Contribution Committee NWN Member Audit Committee Utility Powertech Limited Member Finance Committee

Investment Committee Personnel Management Committee

Contracts Committee

Date of Appointment :

01.08.2005

 

 

Name :

Mr. R. K. Pachauri

Designation :

Director

 

 

Name :

Mr. Gian Prakash Gupta

Designation :

Director

 

 

 

BUSINESS DETAILS

 

Line of Business :

Electricity Generating Company with the Objectives of Construction, Operation and Maintenance of Super Thermal Power Stations and their Associated Transmission Lines.

 

 

Products :

Ř       Consultancy Services

 

 

GENERAL INFORMATION

 

Bankers :

  • Allahabad Bank
  • Andhra Bank
  • Bank of Baroda
  • Canara Bank
  • Central Bank of India
  • Dena Bank
  • Indian Bank
  • Indian Overseas Bank
  • ICICI Bank Limited
  • Jammu & Kashmir Bank Limited
  • Oriental Bank of Commerce
  • Punjab National Bank
  • Punjab & Sind Bank
  • State Bank of Bikaner & Jaipur
  • State Bank of Mysore
  • State Bank of Hyderabad
  • State Bank of India
  • State Bank of Patiala
  • State Bank of Travancore
  • State Bank of Saurashtra
  • UCO Bank
  • Union Bank of India
  • United Bank of India
  • Vijaya Bank

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

Ř       Kalani & Company

Chartered Accountants

 

Ř       Amit Ray& Company

Chartered Accountants

 

Ř       Umamaheshwara Rao & Company

Chartered Accountants

 

Ř       S.N. Nanda & Company

Chartered Accountants

 

Ř       T. R. Chadha & Company

Chartered Accountants

 

 

Associates/Subsidiaries :

Ř       Pipavav Power Development Company Limited

Ř       Gujarat Power Corporation Limited

Ř       NTPC Hydro Limited

Ř       NTPC Vidyut Vyapar Nisam Limited

Ř       Vaishali Power generating Company Limited

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

10,000,000

Equity Shares

Rs.10/- each

Rs. 100.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

80,910

Equity Shares

Rs.10/- each

Rs. 0.809 Millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

 

31.03.2007

31.03.2006

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

 

0.809

0.809

2] Share Application Money

 

0.000

0.000

3] Reserves & Surplus

 

12.161

3.311

4] (Accumulated Losses)

 

0.000

0.000

NETWORTH

 

12.970

4.120

LOAN FUNDS

 

 

 

1] Secured Loans

 

0.000

0.000

2] Unsecured Loans

 

0.000

0.000

TOTAL BORROWING

 

0.000

0.000

DEFERRED TAX LIABILITIES

 

0.433

0.000

 

 

 

 

TOTAL

 

13.403

4.120

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

 

1.468

0.537

Capital work-in-progress

 

0.000

0.000

 

 

 

 

INVESTMENT

 

0.000

0.000

DEFERREX TAX ASSETS

 

0.000

0.006

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Sundry Debtors

 

216.812

149.950

 

Cash & Bank Balances

 

1239.306

171.525

 

Other Current Assets

 

0.981

1.870

 

Loans & Advances

 

4.581

0.840

Total Current Assets

 

1461.680

324.185

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

 

1446.646

319.095

 

Provisions

 

3.099

1.513

Total Current Liabilities

 

1449.745

320.608

Net Current Assets

 

11.935

3.577

 

 

 

 

MISCELLANEOUS EXPENSES

 

0.000

0.000

 

 

 

 

TOTAL

 

13.403

4.120

 

 

PROFIT & LOSS ACCOUNT

PARTICULARS

 

 

31.03.2007

31.03.2006

Sales Turnover

 

179.544

74.612

Other Income

 

27.295

17.527

Total Income

 

206.839

92.139

 

 

 

 

Profit/(Loss) Before Tax

 

47.291

10.328

Provision for Taxation

 

17.961

5.808

Profit/(Loss) After Tax

 

29.330

4.520

 

 

 

 

Expenditures :

 

 

 

 

Employees' remuneration and benefits

 

110.486

65.454

 

Administration and other expenses

 

48.591

16.144

 

Depreciation

 

0.463

0.196

 

Finance charges

 

0.007

0.017

Total Expenditure

 

159.547

81.811

 

 

KEY RATIOS

 

PARTICULARS

 

 

 

31.03.2007

31.03.2006

PAT / Total Income

(%)

 

14.18

4.91

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

 

26.34

13.84

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

 

3.23

3.18

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

 

3.65

2.51

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

 

111.78

77.82

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

 

1.01

1.01

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

 

 

FINANCIAL RESULTS

During the current year, the Company has recorded gross revenue of Rs. 206.84 million, as compared to Rs. 92.14 million in the previous year and a profit before tax of Rs. 47.29 million, as compared to the profit before tax of Rs. 10.33 million in the previous year. The profit after tax is Rs. 29.33 million, as compared to Rs. 4.52 million

in the previous year and a sum of Rs. 2.93 million was transferred to General Reserve during the current financial

year.

 

OPERATIONAL REVIEW

 

The activities as Advisor cum Consultant (AcC) under the Accelerated Power Development & Reforms Programmed (APDRP), an initiative taken by the Ministry of Power (MoP) for power development reforms have continued to be undertaken by the Company.

 

Rajeev Gandhi Grameen Vidyutikaran Yojana (RGGVY), a Government of India Programmer was started in X Plan and is likely to continue in XI Plan too. The company had been assigned the implementation of rural electrification work on turnkey basis in 5 States i.e. Chhattisgarh, Jharkhand, Madhya Pradesh, Orissa and West Bengal and one Union Territory (UT) i.e. Lakshdweep, covering approximately 40,000 villages in 31 Districts. In this regard, a Memorandum of Understanding had been signed with Rural Electrification Corporation Limited (REC), the nodal agency for the programme, followed by a quadripartite agreement with the State Government and the state utility being the other parties. All Detailed Project Reports (DPRs) in respect of 31 Districts had been submitted till August 2006. However, work could be taken up only in 8 districts due to non availability of the sanction from the nodal agency. In West Midnapore district of West Bengal, where work was awarded in year 2005-06,194 villages out of the 225 have been charged till end of 2006-07 and 28 villages were made ready forchargin3; work is in progress in the remaining villages.

 

In the districts of AshokNagar&Guna of Madhya Pradesh and Champa of Chhattisgarh, contract was awarded in the second quarter of 2006-07; work is in progress covering 72 unelectrified and 2876 partly electrified villages.

In the districts of Angul & Nayagarh of Orissa and Jamtara of Jharkhand, contract could be awarded in March, 07 only after delayed release of first installment of funds by Nodal agency; site mobilization has been taken up.

 

These three districts cover 1882 unelectrified and 2185 partly electrified villages. In Deogarh district of Jharkhand,

the award of contract is in progress. During this financial year, Kerala Government also entrusted rural electrification work on turnkey basis under RGGVY covering six districts. In addition, Consultancy services for Post award project monitoring and supervision of quality of work for the projects executed by the state utilities are being provided in the states of Uttarakhand and Madhya Pradesh as per quadripartite agreements signed with respective states under RGGW. During this financial year quadripartite agreement has been signed with Kamataka fortaking up similar assignment.

 

The company is also assist!ng the DISCOMsand Utilities in the Sectoral Reform process and has been participates in the distribution infrastructure! development under consultancy assignments. During the year, 66 KV line and Substation assignment in Chandigarh has also been successfully commissioned. The execution of various other similar jobs assigned by Chandigarh Administration is in full swing. Consultancy work for project monitoring and Qual ity Assurance work under APDRP projects for Bhopal and Gwalior region have also been completed. Uttarakhand Power Corporation Limited (UPCL)and Madhya Pradesh Poorva Kshetra Vidyut Vitran Company Limited (MPPoKWCL) have assigned the work of Third Party Inspection services for their stock material procurements to the company on nomination basis.

 

The Company has already given approval to the agreement to be signed for the formation of a Joint Venture Company (JVC) with Kerala Industrial Infrastructure Development Corporation (KINFRA) for acquiring the business of the Retai I Distribution of electricity in various industrial parks being developed by KINFRA in state of Kerala.

 

 

Fixed assets

 

  • Furniture and Fixture
  • Office Equipments
  • EDP & WP Machines

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.

UK Pound

1

Rs.

Euro

1

Rs.

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

7

--PROFITABILIRY

1~10

5

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

6

--CREDIT LINES

1~10

6

--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

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

54

 

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

 

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

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

 


 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

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

 

Unlimited

71-85

Aa

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

 

Large

56-70

A

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

 

Fairly Large

41-55

Ba

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

 

Satisfactory

26-40

B

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

 

Small

11-25

Ca

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

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

 

 

 

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