MIRA INFORM REPORT

 

 

 

Report Date :

12.12.2008

 

IDENTIFICATION DETAILS

 

Name :

ESSAR STEEL (HAZIRA) LIMITED

 

 

Formerly Known As :

ESSAR STEEL (ORISSA) LIMITED

 

 

Registered Office :

Post Hazira, District Surat – 394 270, Gujarat

 

 

Country :

India

 

 

Financials (as on) :

31.03.2008

 

 

Date of Incorporation :

17.06.2005

 

 

Com. Reg. No.:

04-46273

 

 

CIN No.:

[Company Identification No.]

U27100GJ2005FLC046273

 

 

Legal Form :

A Closely Held Public Limited Liability Company

 

 

Line of Business :

Manufacturer of Steel, Finance, Engineering Projects, Oil, Shipping and Others.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

B

 

RATING

STATUS

PROPOSED CREDIT LINE

26-40

B

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

Small

 

Maximum Credit Limit :

USD 76000000

 

 

Status :

New Project

 

 

Payment Behaviour :

Slow

 

 

Litigation :

Clear

 

 

Comments :

Subject is a part of Essar Group. Medium sized industrial house of Mr. Ravikant Ruia and Mr. Shasikant Ruia having business interest in steel, finance, engineering projects, oil, shipping and others.

 

Their trade relations are fair. Payments are slow to very slow by the company and group. However, it is a progressive group and subject can be considered for normal business dealings at usual trade terms and conditions with some caution.

 

 

INFORMATION DECLINED BY

 

Name :

Mr. Jayesh Kumar Naik

Designation :

Accounts Manager

Date :

11.12.2008

 

 

LOCATIONS

 

Registered Office :

Post Hazira, District Surat – 394270, Gujarat, India

Tel No.:

91-261-6682400

Fax No.:

91-261-6682796

E-Mail :

sgiri@essar.com

nbvyas@essar.com

dilip.deokar@essar.com

Website :

http://www.essar.com

 

 

Factory  :

27th K M, Surat Hazira Road, Tal. Choryasi, Hazira, Surat – 394270, Gujarat, India

Tel. No.:

91-261-2872400

 

 

Corporate Office:

Essar House, P O Box 7945, Mahalaxmi, Mumbai – 400034, India

Tel No.:

91-22-66601100/ 40011100

Fax No.:

91-22-66669509/ 24954789

 

 

DIRECTORS

 

Name :

Mr. Pankaj Kulkarni

Designation :

Director

Address :

C/12, Jumbo Darshan, Koldongri Road, 2 Andheri (East), Mumbai – 400069, Maharashtra, India

Date of Birth/Age :

07.12.1957

Date of Appointment :

01.02.2006

 

 

Name :

Mr. Jatinder Dinanath Mehra

Designation :

Director

Address :

C1/36, Safdarjung Dev Area, New Delhi – 110024, India

Date of Birth/Age :

03.03.1939

Date of Appointment :

17.06.2005

 

 

Name :

Mr. Venkat Govind Raghavan

Designation :

Director

Address :

Flat No.171 and 172, Tower B, Kalpataru Residency, Opp Cine Planet, Sion Matunga Estate, Kamani Marg, Sion (East), Mumbai, Maharashtra, India

Date of Birth/Age :

16.07.1945

Date of Appointment :

17.06.2005

 

 

Name :

Mr. Narottam Babulal Vyas

Designation :

Director

Address :

A-3/1701, Whispering Palms, Lokhandwala Complex, Akurili Road, Kandivali (East), Mumbai – 400101, Maharashtra, India

Date of Birth/Age :

03.07.1954

Date of Appointment :

17.06.2005

 

 

Name :

Mr. Shashikant Nandkishore Ruia

Designation :

Director

Address :

67A, Walkeshwar Road, Opp. Birla School, Mumbai – 400 006, Maharashtra, India

Date of Birth/Age :

23.12.1943

Date of Appointment :

01.02.2006

 

 

Name :

Mr. Ravikant N Ruia

Designation :

Director

Address :

Bin Hamoodah Villa No. 17, Plot No. 992, 332/14, Villa No. 17, Jumeriah, Dubai, UAE

Date of Birth/Age :

22.04.1949

Date of Appointment :

01.02.2006

 

 

Name :

Mr. Melwyn Oswald Rego

Designation :

Nominee Director

Address :

E-53, Maker Kundan garden, Juhu Road, Santacruz (West), Mumbai – 400 040, Maharashtra, India

Date of Birth/Age :

19.07.1959

Date of Appointment :

25.08.2008

 

 

Name :

Mr. Shankar Krishnan Narayanaswamy 

Designation :

Nominee Director

Address :

1602, Wallace Apartments, Sleater Road, Grant Road, Mumbai – 400 007, Maharashtra, India 

Date of Birth/Age :

20.04.1956

Date of Appointment :

11.07.2008

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

(As on 30.09.2008)

Names of Shareholders

No. of Shares

Essar Steel Holdings Limited

1489674500

Essar Steel Holdings Limited and Shankar Krishnan Narayanaswamy 

10

Essar Steel Holdings Limited and Girish Sathe

10

Essar Steel Holdings Limited and Madan Mundhra

10

Essar Steel Holdings Limited B Shivakumar

10

Essar Steel Holdings Limited and V Ganesan

10

Essar Steel Holdings Limited and Vipul Shah

10

Essar Steel Limited

166942500

 

 

Total

1656617060

(As on 26.03.2008)

Name of Allotees

No. of Shares Allotted

 

 

Essar Steel Limited

20500000

Essar Steel Holdings Limited

382534781

(As on 08.12.2006)

Name of Allotees

No. of Shares Allotted

Essar Steel Limited

98180500

 

(As on 30.09.2008)

Category

Percentage

Foreign holdings (foreign institutional investor(s), Foreign companie(s), Foreign financial institution(s), Non resident Indian(s) or Overseas corporate bodies or others

89.92

Bodies Corporate

10.08

Total

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Steel, Finance, Engineering Projects, Oil, Shipping and Others.

 

 

GENERAL INFORMATION

 

Bankers :

Indian Overseas Bank

Nariman Point Branch, Ground Floor, Bakhtawar Tower, Nariman Point, Mumbai – 400021, Maharashtra, India

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

S R Batliboi and Company

Chartered Accountant

Address :

6th Floor, Express Towers, Nariman Point, Mumbai – 400021, Maharashtra, India

Tel No.:

91-22-22876485 / 6

Fax No.:

91-22-22876401

 

 

Name :

B P Jain and Company

Chartered Accountant

Address :

A-16, Everest Building, 156, Tradeo Road, Tradeo Mumbai – 400034, Maharashtra, India

 

 

Financial Institutions :

IDBI Trusteeship Services Limited

Asian Building, Ground Floor, 17 R Kamani Marg, Ballard estate, Mumbai – 400001, Maharashtra, India

itsl@idbitrustee.co.in

 

 

Parent Company :

Essar Steel Limited

 

 

Subsidiaries/

Holding Company :

Essar Steel Holdings Limited

 

CAPITAL STRUCTURE

 

(As on 30.09.2008)

 

Authorised Capital :

No. of Shares

Type

Value

Amount

4000000000

Equity Shares

Rs.10/- each

Rs.40000.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

1656617000

Equity Shares

Rs.10/- each

Rs.16566.170 Millions

 

(As on 31.03.2008)

 

Authorised Capital :

No. of Shares

Type

Value

Amount

4000000000

Equity Shares

Rs.10/- each

Rs.40000.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

1529765750

Equity Shares

Rs.10/- each

Rs.15297.658 Millions


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2008

31.03.2007

31.03.2006

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

15297.658

3774.035

3.500

2] Share Application Money

0.000

257.578

1533.219

3] Reserves & Surplus

0.000

0.000

0.000

4] (Accumulated Losses)

(9.614)

(26.223)

0.000

NETWORTH

15288.040

4005.390

1536.719

LOAN FUNDS

 

 

 

1] Secured Loans

5242.190

4302.275

1139.336

2] Unsecured Loans

0.000

0.000

0.000

TOTAL BORROWING

5242.190

4302.275

1139.336

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

Secured convertible Foreign Currency Facility

2005.500

 

 

 

 

 

 

TOTAL

22535.730

8307.665

2676.055

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

14.536

5.967

0.000

Capital work-in-progress

24973.337

11535.682

2776.294

 

 

 

 

INVESTMENT

0.000

0.000

0.000

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

0.000

0.000

0.000

 

Sundry Debtors

0.000

0.000

0.000

 

Cash & Bank Balances

8704.938

1126.778

982.185

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

507.827

80.109

20.715

Total Current Assets

9212.765

1206.887

1002.900

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

11651.304

4433.696

1103.140

 

Provisions

13.600

7.175

0.000

Total Current Liabilities

11664.904

4440.871

1103.140

Net Current Assets

(2452.139)

(3233.984)

(100.240)

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

22535.730

8309.665

2676.055

 

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

 

31.03.2008

31.03.2007

Sales Turnover

 

0.000

0.000

Other Income

 

24.326

0.000

Total Income

 

24.326

0.000

 

 

 

 

Profit/(Loss) Before Tax

 

23.823

(26.224)

Provision for Taxation

 

7.214

0.000

Profit/(Loss) After Tax

 

16.609

(26.224)

 

 

 

 

Expenditures :

 

 

 

 

Payment to Auditors

 

0.503

0.840

 

Other Expenditure

 

0.000

25.384

Total Expenditure

 

0.503

26.224

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2008

31.03.2007

31.03.2006

PAT / Total Income

(%)

68.28

0.00

NA

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

0.00

0.00

NA

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

0.26

(2.16)

NA

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.00

(0.01)

NA

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

1.11

2.18

1.46

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

0.79

0.27

0.91

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Form No. 8

 

Name of the company

ESSAR STEEL (HAZIRA) LIMITED

Presented By

Mahadev Iyer, Chief Financial Officer

1) Date and description of instrument creating the change

Letter of Hypothecation dated October 6, 2005 executed by Essar Steel (Orissa) Limited (Therein and hereinafter referred to as “the Borrower”) on favour of Indian Overseas Bank (IOB)

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

Foreign Currency Letter of Credit Facility of US$ 121 million equivalent to Rs.5320 millions together with interest thereon and amount of all charges, fees and all other monies becoming due and payable by the Borrower to IOB under the Term Loan Agreement dated October 6, 2005 made between the Borrower and IOB. 

3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given

The machineries / vehicles / goods / book-dents as described in the Letter of Hypothecation including goods machineries / goods which have already been fixed or lying loose in the premises of the Borrower and the machineries / goods which are hereafter be fixed in or brought into the said premises in addition to the machineries / goods described in the Schedule or by way of substitution for and in lieu of any machineries / goods which may from time to time be replaced or stored (hereafter referred to as “the hypothecated goods”)  

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

·       The charge created by the aforesaid Letter of Hypothecation shall operate as a security by way of a first charge for the due repayment by the Borrower to IOB of the foreign currency letter of credit facility of USD 121 million equivalent to Rs.5320 millions together with interest thereon and amount of all charges, fees and all other monies becoming due and payable by the Borrower to IOB under the Term Loan Agreement dated October 6, 2005 made between the Borrower and IOB.

·       The Borrower has undertaken to insure and keep the hypothecated goods insured to the full extent of their from time to time at its own cost.

·       The hypothecated goods are within the absolute disposition and control of the Borrower and are free from any prior charge in favour of any other creditor   

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

Indian Overseas Bank

Nariman Point Branch, Ground Floor, Bakhtawar Tower, Nariman Point, Mumbai – 400021, Maharashtra, India

6) Date  and brief description of instrument modifying the charge

Not Applicable

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.

Not Applicable

 

 

Corporate identity number (CIN) Foreign company registration number

U27100GJ2005FLC046273

Name of the Company

ESSAR STEEL (HAZIRA) LIMITED

Address

Post Hazira, District Surat – 394270, Gujarat, India

This form is for

Creation of Charge

Type of Charge

Movable Property (not being pledge)

Particulars of the charge holder 

IDBI Trusteeship Services Limited

Asian Building, Ground Floor, 17 R Kamani Marg, Ballard estate, Mumbai – 400001, Maharashtra, India

itsl@idbitrustee.co.in

Nature or description of the instrument(s) creating or modifying the charge

Deed of Hypothecation Dated 17th March, 2008

Date of the instrument creating or modifying the charge

17.03.2008

Amount secured by the charge

Rs.53680.000 Millions

Brief particulars of the principal terms and conditions and extent and operation of the charge

Rate of Interests:

Until the Loan is fully repaid, the Borrower shall pay be to each of the lenders interests calculated as per applicable interests rate for the time being and from time to time on the outstanding loan more particularly described in schedule of common loan agreement dated 17.03.2008

 

Terms of Repayment:

The company shall repay the principal amount of the loan in 28 consecutive quarterly installments accordance with the amortization schedule set forth in schedule IV to the common Loan Agreement dated 17.03.2008

 

Margin:

NA

 

Extent and Operation of the charge:

A first pari passu charge by way of hypothecation in favour of Security Trustee

·       All the Borrower movables of the Projects Assets as set out in Schedule 4 of DOH attached.

·       All right title Interests benefit, claims and demand of borrower in project documents, letter of credit guarantee performance bond

·       All insurance contracts. Insurance proceeds

·       Bank Accounts of the Projects Including TRA

Short particulars of the property charged (including location of the property)

A first pari passu charge by way of hypothecation in favour of Security Trustee

·       All the Borrower movables of the Projects Assets as set out in Schedule 4 of DOH attached.

·       All right title Interests benefit, claims and demand of borrower in project documents, letter of credit guarantee performance bond

·       All insurance contracts. Insurance proceeds

Bank Accounts of the Projects Including TRA

Particular of the present modification 

NA

 

Fixed Assets

 

·       Office Equipments

·       Vehicles

·       Furniture and Fixture

 

Web Details

 

Hazira Steel Complex

 

This highly integrated and modern complex consists of the following manufacturing facilities:

 

Hot Briquetted Iron Plant

Subject operates the world's largest gas-based hot briquetted iron (HBI) plant with a production capacity of 5.1 million tonne per annum (MTPA). The plant uses state-of-the-art technology, which ensures high quality raw material for the steel plant. Subject is one of the world's lowest cost producers of HBI on a per tonne basis. The plant is supported by a captive power plant of 32MW, which operates at 100% capacity.


Salient features of Essar Steel's HBI plant

·         World's largest gas based HBI plant

·         Amongst the lowest per-tonne operating costs

·         Consistently operating at high capacity

·         Established customer base in both domestic and export markets

Hot Rolled Coils

Subject is the largest steel producer in western India, with a current capacity of 4.6 MTPA at Hazira, Gujarat, and plans to increase this to 9 MTPA. The Indian operations also include an 8 MTPA beneficiation plant at Bailadilla, Chattisgarh, and an 8 MTPA pellet complex at Visakhapatnam.

The complex also houses the steel plant. and the 1.4 MTPA cold rolling complex. The steel complex has a complete infrastructure setup, including a captive port, lime plant and oxygen plant.

The dedicated infrastructure of Hazira Complex includes an independent water supply, power, lime and oxygen plant, a township and a captive port that can handle up to 6 MTPA of cargo, with modern handling equipment including barges and floating cranes.

Cold Rolling Complex

 

Subject adds substantial value to its world-class hot rolled coils through a sophisticated Cold Rolling complex for further processing. The complex includes two flying shear lines of capacity 0.2 MTPA each, and two slitting lines of capacity 0.2 MTPA each, catering to the market of plates and sheets. Subject is also the only Indian steel maker with a 1.2 MTPA hot skin pass mill, from Clecim, the leading manufacturer from France. The mill allows it to enhance the steel's surface quality to match international standards. Its "service centre" concept, unique in India, reduces multiple handling costs for customers because it allows subject 's plates and sheets to be used directly by the end-user.


Subject produces highly customised value-added products catering to a variety of product segments and is India’s largest exporter of flat products, selling close to half of its production to the highly demanding US and European markets, and to the growing markets of South East Asia and the Middle East. The company’s products conform to quality specifications of international quality certification agencies, like ABS, API, TUV Rhine Land and Lloyd’s Register. Subject is the first Indian steel company to receive an ISO 14001 certification for environment management practices.

 

Press Release

 

First contract for CPE with Essar Steel (Hazira) Limited of India

 

CPE has been awarded a contract from Essar Steel (Hazira) Limited of India, to enhance an existing slab caster’s remotely adjustable mould and bender unit and provide one of each of the new units to Corus’ enhanced design.

The contract comes after initial discussions were held earlier last year in Hazira, India to inspect and appraise the existing equipment. Only one other meeting was held in India before the technical and commercial issues were finalised, prior to a contract signing ceremony on 25th January 2008 by Mr Pankaj Kulkarni, CEO of Essar Steel (Hazira) Limited, and Brian Stalker, International Sales Manager for Corus Process Engineering.


On his return from India, Brian Stalker commented: “This is an exciting opportunity, with a new customer who is very focused on maintaining world class maintenance and operational standards. We hope to generate a long and lasting relationship with Essar Steel.”

 

 


 

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 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.48.52

UK Pound

1

Rs.72.62

Euro

1

Rs.63.76

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

4

PAID-UP CAPITAL

1~10

4

OPERATING SCALE

1~10

-

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

4

--PROFITABILIRY

1~10

-

--LIQUIDITY

1~10

4

--LEVERAGE

1~10

6

--RESERVES

1~10

-

--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

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

27

 

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