MIRA INFORM REPORT

 

 

 

Report Date :

29.04.2008

 

IDENTIFICATION DETAILS

 

Name :

HYVA INDIA PRIVATE LIMITED

 

 

Formerly Known As:

HYVA INDIA TRANSPORTATION SYSTEMS PRIVATE LIMITED

 

 

Registered Office :

Plot # EL – 215, MIDC, Mahape, Navi Mumbai – 400701, Maharashtra

 

 

Country:

India

 

 

Financials as on:

31.12.2006

 

 

Date of Incorporation :

02.09.1996

 

 

Com. Reg. No.:

11-102299

 

 

CIN No.:

U50100MH1996PTC102299

 

 

TAN No.:

(Tax Deduction & Collection Account No.)

MUMH07261C

 

 

PAN No.:

(Permanent Account No.)

AAACH2006C

 

 

Legal Form :

Private Limited Liability company. Subject is a subsidiary of Hyva Holding B.V., Holland

 

 

Line of Business :

Manufacturing of Front End Telescopic Tipping Cylinders for Tippers and Tip Trailer Segment.

 

RATING & COMMENTS

 

MIRA’s Rating :

Aa

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

Maximum Credit Limit :

USD 2210232

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established company having satisfactory track. General financial position is satisfactory. Payments are usually correct and as per commitments.

 

The company can be considered normal for business dealings at usual trade terms and conditions.

 

 

LOCATIONS

 

Registered Office :

Plot # EL – 215, MIDC, Mahape, Navi Mumbai – 400701, Maharashtra, India 

Tel. No.:

91-22-56165590 / 56165440 / 27671512/ 67618888

Fax No.:

91-22-27672846/ 27610504

E-Mail :

sudhirp@hyvaindia.com

info@hyvaindia.com
rajuk@hyvaindia.com

Website :

http://www.hyvaindia.com

 

 

Administrative Office :

Plot # C – 246, MIDC, TTC, Pwane, Navi Mumbai – 400705, Maharashtra

Tel. No.:

91-22-27905441 / 2 / 4 / 27683425

Fax No.:

91-22-27672846 / 25118307

E-Mail :

hyvaind@bom3.vsnl.net.in

 

 

Bangalore Office :

SY NO 18, Balgaranhally, Attibely Ind Estate, Hosur Main Road, angalore - 562107

Email :

info@hyvaindia.com

 

 

Jamshedpur Office :

C-23, 24, 25, 26, 29, 30 31, III Phase, Adityapur industrial estate, Adityapur, Jamshedpur - 831013

Tel No.:

91-657-6541522

Email :

info@hyvaindia.com

 

 

Factory 1:

Plot No. D-222/ 34, MIDC, TTC Shiravane, Navi Mumbai - 400706, Maharashtra

Tel. No.:

91-22-27672272 / 27636909

 

 

Sales Office :

Hyderabad

D.No: 7-1-613/14/A/201, Lakshmishree Complex, Amirpet – Hyderabad – 16
Mobile No. :+91-9396966593

 

Bangalore

C/o M/s.Sri Naga Motors (Hyva), No.893,Ist Floor,Swaraj Building, MES Ring Road, Muthyalamma Nagar, Gokula Post, Banagalore – 560054.

Ph.: 080-23454816

Mob.: 09343662689/ 09886762689

For Sales Enquiries : sales@hyvaindia.com

 

 

 

 

Factory 2:

Located at :

 

  • Germany
  • Brazil
  • China
  • India

 

 

DIRECTORS

 

Name :

Mr. Sudhir M. Prabhu

Designation :

Managing Director

Address :

Bunglow No.3, Madhuvan, Deonar Cooperative Housing Society, Gowandi Station Road, Deonar, Mumbai – 400088, Maharashtra, India

Date of Birth/Age :

25.11.1950

Qualification :

Diploma in Production

Experience :

25 years

Date of Appointment :

21.09.1998

Email :

sudhirp@hyvaindia.com

 

 

Name :

Mr. Ashok Suresh Deshmukh

Designation :

Alternate Director to Mr. Lawrence Dijkstra

 

 

Name :

Mr. Jacob W. Vaandrager (Foreign)

Designation :

Director

Address :

Hyva Beheer B V, Ondernemingsweg-1, 2404HM, Alphen Ad Rijn, Holland

Date of Appointment :

18.11.1997

 

 

Name :

Mr. Louwrens M. Dijkstra (Foreign)

Designation :

Director

Address :

Hyva Beheer B V, Ondernemingsweg-1, 2404HM, Alphen Ad Rijn, Holland

Date of Birth/Age :

01.10.1955

Date of Appointment :

18.11.1997

 

 

Name :

Mr. Haresh M. Sanghvi

Designation :

Alternate Director to Mr. Jacob Vaandrager

Address :

1/69, Jabareya Court, Marine Drive, Mumbai – 400020, Maharashtra, India

Date of Appointment :

15.01.1998

 

 

Name :

Mrs. Madhuvanti Kamath Prabhu

Designation :

Alternate Director

Address :

Bunglow No. 3, Madhuvan, Deonar Co-op. Hsg. Soc. Gowandi Station Road, Deonar, Mumbai - 400088

Date of Birth/Age :

26.01.1957

Date of Appointment :

02.09.2004

 

 

Name :

Mrs. Kirti Vijay Shenoy

Designation :

Alternate Director

Address :

B-116, Meghdoot, Raheja Township, Malad (East), Mumbai – 400097, Maharashtra

Date of Birth/Age :

18.11.1966

Date of Appointment :

14.08.2004

 

 

Name :

Mr. Roelof Koch

Designation :

Director

Address :

Hyva Beheer B V, Ondernemingsweg-1, 2404HM, Alphen Ad Rijn, Holland

Date of Birth/Age :

04.11.1954

Date of Appointment :

02.09.2004

 

 

KEY EXECUTIVES

 

Name :

Mr. Shrirang Vasant Khadilkar

Designation :

Company Secretary

Address :

605, “C” Wing, Krushal Towers, M G Road, Chembur, Mumbai – 400089, Maharashtra, India

Date of Birth/Age :

23.12.1955

Date of Appointment :

17.04.2006

Email :

rajuk@hyvaindia.com

 

 

Name :

Mr. B. R. Tarafdar

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

(As on 31.12.2006)

Names of Shareholders

 

No. of Shares

Mr. Sudhir M. Prabhu

 

20

Hyva Beteiligungs Verwaltungs  GmbH, Austria

 

1251000

 

 

 

Total

 

1251020

 

(As on 31.12.2006)

Category

 

Percentage

 

 

 

Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]

 

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing of Front End Telescopic Tipping Cylinders for Tippers and Tip Trailer Segment.

 

 

Products :

Item Code No.:  [ITC Code]

Product Description

842610

Cranes, Compactors, Scissor – Tipping System and other Transportation System

 

 

Agencies Held :

  • HMF, Denmark
  • JOST, Germany
  • RINGFEDER, Germany

 

 

GENERAL INFORMATION

 

No. of Employees :

96

 

 

Bankers :

  • ABN Amro Bank N V,

Sakhar Bhavan, Nariman Point, Mumbai-400021

 

  • Citibank NA

Bandra Kurla Complex, G-Block, Bandra (East), Mumbai - 400 051

 

  • ICICI Bank
  • HDFC Bank Limited
  • Bharat Co-operative Bank

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

Price Waterhouse

Chartered Accountants

Address:

252, Veer Savarkar Marg, Shivaji Park, Dadar- 400028, Maharashtra, India

 

 

Associates/Subsidiaries :

  • Ujwal Process Mechanical Engineering Private Limited
  • Hyva International
  • Hyva Holding BV
  • Hyva Thailand
  • Hyva Malaysia SDN BHD
  • Hyva Transporttechnic Gmbh
  • Hyva Lift Technamics BV
  • Hyva Do Brasil Hydraulica Limited
  • Hyva Mechanics Yangzhou Company limited
  • Kennis Mechinefabriek BV

 

 

Parent Company:

  • Hyva Holding B.V., Holland

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

1500000

Equity Shares

Rs.10/- each

Rs.15.000 millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

1251020

Equity Shares

Rs.10/- each

Rs.12.510 millions

 

 

 

 

 


 

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

 

SOURCES OF FUNDS

 

31.12.2006

31.12.2005

31.03.2005

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

12.510

12.510

12.510

2] Share Application Money

0.005

0.005

0.005

3] Reserves & Surplus

540.043

339.402

193.908

NETWORTH

552.558

351.917

206.423

LOAN FUNDS

 

 

 

1] Secured Loans

75.062

51.205

126.393

2] Unsecured Loans

0.000

100.000

0.000

TOTAL BORROWING

75.062

151.205

126.393

DEFERREX TAX LIABILITIES

0.000

0.962

1.221

 

 

 

 

TOTAL

627.620

504.084

332.816

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

145.418

69.318

65.516

Capital work-in-progress

27.333

9.594

0.486

 

 

 

 

INVESTMENT

0.000

0.000

0.000

DEFERREX TAX ASSETS

4.142

0.000

1.221

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 
Inventories

457.291

301.448

217.146

 
Sundry Debtors

353.918

335.322

181.399

 
Cash & Bank Balances

56.554

76.400

23.308

 
Other Current Assets

0.176

0.003

0.000

 
Loans & Advances

103.233

86.342

169.155

Total Current Assets
971.172
799.515
591.009
Less : CURRENT LIABILITIES & PROVISIONS
 
 
 
 
Current Liabilities

497.198

352.463

244.595

 
Provisions

23.247

21.880

80.335

Total Current Liabilities
520.445
374.343
324.930
Net Current Assets

450.727

425.172

266.079

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

627.620

504.084

332.816

 


 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.12.2006

31.12.2005

31.03.2005

Sales Turnover

2350.213

1300.826

1271.962

Other Income

0.000

0.000

0.000

Total Income

2350.213

1300.826

1271.962

 

 

 

 

Profit/(Loss) Before Tax

311.738

213.442

173.401

Provision for Taxation

0.000

0.000

66.989

Profit/(Loss) After Tax

311.738

213.442

106.412

 

 

 

 

Export Value

94.973

25.677

66.777

 

 

 

 

Import Value

NA

NA

296.798

 

 

 

 

Expenditures:

 

 

 

 

Interest

11.935

7.301

2.638

 

Depreciation

12.709

0.000

0.000

 

Other Expenditure

2013.831

1080.083

1095.924

Total Expenditure

2038.475

1087.384

1098.562

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.12.2006

31.12.2005

31.03.2005

PAT / Total Income
(%)
13.26

16.41

8.37
 
 
 

 

 
Net Profit Margin

(PBT/Sales)

(%)

13.26

16.41

13.63
 

 

 

 

 
Return on Total Assets

(PBT/Total Assets}

(%)

27.91

24.57

26.41
 

 

 

 

 
Return on Investment (ROI)

(PBT/Networth)

 

0.56
0.61

0.84

 

 

 

 

 
Debt Equity Ratio

(Total Liability/Networth)

 

1.08

1.49

2.19
 

 

 

 

 
Current Ratio

(Current Asset/Current Liability)

 

1.87

2.14

1.82

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

History:

 

The name of the company was changed to present with effect from 24th January, 2001.

 

The Registered office of the company has been shifted from Plot # C 255, MIDC Pawane Village, Navi Mumbai – 400705, Maharashtra, India to the present address w.e.f. 23.12.2006

 

Subject is a wholly owned Dutch subsidiary of Hyva Holding B.V, Holland.  They commenced their operations on TEST basis to feel and know the Indian Business by making absolute minimum investments as well as exposure.

 

The company is the 22nd Daughter Company of Hyva Holding B.V.  At present, they are consolidating their business plan for 2000-2010 based on hands on experience gained by them.

 

Their customers are their sister companies around the world.  Their world-wide suppliers are channelized through their Dutch Office.  They would prefer dealing with companies whom they know well, it can be a customer or suppliers.

 

Subject is engaged in manufacturing and trading of Cranes, Compactors, Scissors-Tipping Systems and other Transportation Systems.  This involves assembly of various components that are either imported from foreign countries or purchased in the domestic markets. 

 

As such, considering the number, various sizes and specification of such parts and lack of uniform meaningful unit of measurement for the items, the management is of the opinion that it was not possible to had separate quantitative details for various items involved in the manufacturing business.

 

 

Form 8

 

Name of the Company                                            HYVA INDIA PRIVATE LIMITED

Presented by Mr.                                                     ABN AMRO Bank N V and HYVA INDIA PRIVATE LIMITED

  1. Date and description of instrument creating the change

Dated: 13th January, 2004

Special Hypothecation Agreement

 

 

  1. Amount secured by the charge/amount owing on the securities of charge

Import and Inland LC :    INR Rs. 45.000 million

 

Overdraft/STPLR (Within the sub limit of

 facility 1) :   (INR Rs. 45.000 million)

 

OBSI: EURO Rs. 0.500 millions

 

 

  1. 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 the Borrower’s fixed assets morefully described in the Schedule II to the agreement, whether installed or not and whether lying loose or in cases or being on or upon or at any time hereafter during the continuance of this security being on or upon or about the premises and godowns, factory or wherever else the same may be or be held by the party to the order or disposition of the Borrower or in the course of transit

 

 

  1. Gist of the terms and conditions and extent and operation of the charge.

The above assets hypothecated to the bank as security for the payment by borrower to the bank of all the moneys that may be due and payable by the Borrower to the bank of all the moneys that may be due and payable by the Borrower to the Bank under facilities aggregating INR Rs. 45.000 millions plus Euro Rs. 0.500 millions with all interest, charges, costs and expenses payable to and incurred by the bank in relation thereto

 

 

  1. Name and Address and description of the person entitled to the charge.

ABN Amro Bank N V

Sakhar Bhavan, Nariman Point, Mumbai-400021, India

 

 

  1. Date and brief description of instrument modifying the charge

Dated: 8th March, 2005

Supplemental Special Hypothecation Agreement

 

 

  1. 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.

At the request of the Borrower the bank has agreed to revise/modified the credit facility/ies upto INR Rs. 87.500 millions against hypothecation of borrowers fixed assets including as detailed in the Schedule to the Agreement, whether installed or not and whether now lying loose or in case of being on or at any time hereafter during the continuance of this security being on or upon or about the premises and godowns, factory or wherever else the same may be or be held by any party to the order or disposition of the Borrower or in the course of transit

 

Interest at negotiated rate.

 

Thus, the charge now stands secured at INR Rs. 87.500 millions

 

 

Corporate identity number of the company

U50100MH1996PTC102299

Name of the company

HYVA INDIA TRANSPORTATION SYSTEMS PRIVATE LIMITED

Address of the registered office or of the principal place of  business in India of the company

Plot # C 255, MIDC Pawane Village, Navi Mumbai – 400705, Maharashtra, India

This form is for

Modification of charge

Type of charge

Equitable mortgage or mortgage of property by deposition the title deeds

Particular of charge holder

ABN Amro Bank N V

Sakhar Bhavan, Nariman Point, Mumbai-400021, Maharashtra

In.bs.ccc@in.abnamro.com

Date of instrument modifying the charge

18.04.2006

Amount secured by the charge

Rs. 45.000 Millions

Description of the property charged indicating whether it is a charged on

Plant and Machinery

Particulars of the property charged

Hypothecation of the borrower’s fixed assets more fully described in the schedule II to the agreement, whether installed or not and whether lying loose or in cases or being on or upon or at any time hereafter during the continuance of this security being on or upon or about the premises and godowns, factory or wherever else the same may be or be held by the party to the order or disposition of the borrow or in the course of transit  

Charge identification number of the charge to be modified

 90148543

Brief description of the instrument modifying the charge under section 135

Memorandum of entry

 

 

Trade Reference:

 

·         Suhail and Company

·         Vora Industries

·         Swastik Engineers Private Limited

·         Weldon Engineers Private Limited

·         Excel Engfab Private Limited

·         Unique Welding Products Private Limited

·         Metcoan Coating and Chemicals

·         Intercrome

·         Powerlift Equipments Private Limited

 

 

 

Fixed Assets:

 

·       Land

·       Leasehold Improvements

·       Plant & Machinery

·       Vehicles

·       Computers

·       Furniture and Fittings

·       Electrical Installation

·       Tools and Equipments

·       Office Equipments

 

 

AS PER WEBSITE

 

PROFILE

 

Subject is a 100% subsidiary of Netherland based Multinational Company Hyva Group. The Company is dedicated to provide World Class Transport Efficiency Solution to Indian Commercial Vehicle Industry.


HYVA Group started its journey in Alphen aan den Rijn in Netherlands in 1979. Hyva group’s global existence in proven through its strong manufacturing base spread in Netherlands , Germany , Italy , Brazil , China and India .

 

Subject is recognized as a leading supplier of quality products marketed through 24 fully owned subsidiaries and 65 dealerships across the globe. Subject products are available in 130 countries across the globe with a customer base of more than 25,000. The group turns over for the year 2006 has been euro 250 m and the group looks forward for quantum growth in coming years.

 

Subject emerged in Indian Market in 1997 and now spread its wings in 3 manufacturing plant spread in Navi Mumbai, Bangalore and Jamshedpur. In India, the company is a strong brand name for Tipper and Tipper Hydraulics and an automatic choice for all established and emerging Automobile Companies. Hyva Front End and Special Underbody Cylinders are today symbol of

 

Apart from Tippers, subject also is a ‘one stop shop’ for customers, who want to add value to their trucks by adding hydraulic efficiency to it. Hyva’s global manufacturing capacity of Truck Mounted Crane, Hook Lift System; Moving Floors are at disposal for Indian customers.

 

 

 

 

 

 


 

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.40.14

UK Pound

1

Rs.79.66

Euro

1

Rs.62.92

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

8

OPERATING SCALE

1~10

8

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

9

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

8

--LEVERAGE

1~10

8

--RESERVES

1~10

8

--CREDIT LINES

1~10

8

--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

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

72

 

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