MIRA INFORM REPORT

 

 

Report Date :

27.03.2008

 

 

IDENTIFICATION DETAILS

 

Name :

I-FLEX SOLUTIONS LIMITED

 

 

Registered Office :

Unit No. 10-11, SDF 1, SEEPZ, Andheri (East), Mumbai- 400 096, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

27.09. 1989

 

 

Com. Reg. No.:

11-53666

 

 

CIN No.:

[Company Identification No.]

L72200MH1989PLC053666

 

 

Legal Form :

Public Limited Liability Company. The company’s shares are listed on the Stock Exchanges.

 

 

Line of Business :

Providers of information technology solutions. The company develops software, undertakes software project assignments and software products management.

 

 

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 95900000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established and reputed company engaged in the business as providers of information technology solutions. The company develops software, undertakes software project assignments and software products management. It has been making good progress in its performance over the years. Financial position of the company is comfortable. It is one of the few reputed information technology companies in India. The company’s trade relations are fair.

 

Payments are correct and as per commitments. It can be considered good for business dealings at usual trade terms and conditions.

 

 

LOCATIONS

 

Registered Office :

Unit No. 10-11, SDF 1, SEEPZ, Andheri (East), Mumbai- 400 096, Maharashtra, India

Tel. No.:

91-22-28290170/28291020 / 56762000

Fax No.:

91-22-28292767 / 28292767

E-Mail :

marketing@iflexsolution.com

Website :

http://www.iflexsolutions.com

 

 

Corporate Office :

I-Flex Center, 399 Subhash Road, Vile Parle (East), Mumbai – 400 057, Maharashtra, India

Tel. No.:

91-22-67185000

Fax No.:

91-22-28323374

 

 

Overseas Offices :

  • Niderlassung Deutschaland, Mainzer Landstrabe 49 60329 Frankfurt Am Main, Germany

 

  • Unit 121, Meridian Place, Off Marsh Wall, South Quary, London E149FE, United Kingdom

 

  • Fitzwilliam Hall, Fitzwilliam Place, Dublin 2, Ireland

 

  • Molyneux house, Bride Street, Dublin 8, Ireland

 

  • 6-8, Kifissias Avenue, Paradissis , Athens 15125, Greece

 

  • 27, International Business Park, #04-05 Primefield Landmark Building, Singapore 609 924

 

  • I-Flex Solution Pte. Limited, 6, 17th Floor, Fukoku Seimei Building, 2-22 Uchisaiwaicho, Chiyoda-Ku Tokyo 100 0011, Japan

 

  • I-Flex Solutions Inc, 99 Park Avenue Suite 1530, New York, NY 10016

 

  • I-Flex Solutions Inc, 60 State Street, Suite 700 Boston, MA 02109

 

  • I-Flex Solutions Inc, 10340 Viking Drive, Suite 150 Eden Prairie, MN 55344-7255

 

  • I-Flex Solutions Inc, 510 Thomall Street, Suite 380 Edison, NJ 08837, U.S.A.

 

  • I-Flex Solutions Inc, 9 East, 37 Street, 12t Floor, New York, NY 10016

 

  • I-Flex Solutions Inc, 4040 Civic Center Drive Suite 200, San Rafael, CA 94903

 

  • I-Flex Solutions Inc, Office Suite G15, Building No. 9, P O Box 500053, Dubai Internet City, Dubai, UAE

 

  • Room 806, Central Plaza, No. 227 HuangPi Road, North Shanghai, China

 

  • Level 10, Margaret Street, Sydney, NSW 2000, Australia

 

  • I-Flex Solutions Inc., 5805 Blue Lagoon Drive, Suite 295, Miami, FL 33126, U.S.A.

 

  • Castek Software Inc., 1 Yonge St, Suite 2300, Toronto, Ontario, Canada

 

  • Equinox Corporation

      10, Corporate Park, Suite 130, Irvine, CA 92606, U.S.A.

 

  • Super Solutions Corporation, 10050 Crosston Circle, Suite 600, Eden Prairie, MN 55344, USA

 

  • 13650, Dulles Technology Drive, Suit 300, Herndon, USA

 

  • 103-504, Garam Apartments, llwon-dong, Kangnam gu, Seoul 135239, South Korea

 

  • Room 4-1, Sector 2, Keelung Road, Taipei City 110, Taiwan

 

  • Equinox Global Services Private Limited

DLF Infinity Tower A, 3rd Floor, DLF Cyber City, Phase II, Gurgaon 122002, Haryana, India

 

 

Branches :

  • 2nd Floor, Marchon House, J. B. Nagar, Andheri-Kurla Road, Andheri (East), Mumbai – 400 059, Maharashtra

 

  • I-Flex Park, Nirlon Compound, Western Express Highway, Pahadi Village, Goregaon (East), Mumbai – 400 063, Maharashtra

 

  • I-Flex Annexe, Nirlon Compound, Western Express Highway, Pahadi Village, Goregaon (East), Mumbai – 400 063, Maharashtra

 

  • I-Flex Park, Embassy Business Park, C. V. Raman Nagar, Bangalore – 560 093, Maharashtra

 

  • 4th Floor, Shankar Narayan Building, 25, M. G. Road, Bangalore – 560 001, Karnataka

 

  • 26.27, Raheja Towers, 9th Floor, M. G. Road, Bangalore – 560 001, Karnataka

 

  • I-Flex Center, 333, Kundalahalli Mahadevapura, Bangalore – 560 037, Karnataka

 

  • 2nd Floor, Pride Silicon Plaza, Senapati Bapat Road, Pune – 411 053, Maharashtra

 

  • Block 9, Ambrosia-I, Bhavdhan Khurd, Taluka Mulshi, Pune – 411 021, Maharashtra

 

  • Block 9A, Ambrosia-II, Bhavdhan Khurd, Taluka Mulshi, Pune – 411 021, Maharashtra

 

  • I-Flex Heights, Lohia  Jain IT Park, Paud Road, Kothrud, Pune 411029, India

 

  • 143/1, Uttamar Gandhi Salai, 4th Floor, Nungambakkam, Chennai – 600034, Tamilnadu

 

  • Corporate Center A 3rd to 6th Floor, Andheri Kurla Road, Andheri [East], Mumbai – 400059, Maharashtra, India

 

  • Marchon House, 2nd Floor, J. B. Nagar, Andheri Kurla Road, Andheri [East], Mumbai – 400059, Maharashtra, India

 

  • I-Flex Center of Learning, Plot No. 13, Doddanekundi Industrial Area, Phase II, Whitefield Road, Mahadevapura Post, Bangalore- 560048, Karnataka, India

 

  • Pride Silicon Plaza, 2nd Floor, Next to Chatushringi Senapati Bapat Road, Pune – 411053, India

 

  • Millennium House, 12, Trubnaya Street, Moscow 103045, Russia

 

  • I-Flex Solutions Limited, Office G – 15, Building 9, P. O. Box 500053, Dubai Internet City, Dubai, United Arab Emirates [UAE]

 

 

DIRECTORS

 

Name :

Mr. Charles Philips

Designation :

Director

 

 

Name :

Mr. Deepak Ghalsas

Designation :

Director

 

 

Name :

Mr. Derek Williams

Designation :

Director

 

 

Name :

Mr. N. R. Kothandaraman

Designation :

Managing Director

 

 

Name :

Mr. R. Ravisankar

Designation :

Director

 

 

Name :

Mr. Rajesh Hukku

Designation :

Chairman

 

 

Name :

Mr. Sam Bharucha

Designation :

Director

 

 

Name :

Mr. Tarjan Vakil

Designation :

Director

 

 

Name :

Mr. William T. Comfort, Jr

Designation :

Director

 

 

Name :

Mr. Y. M. Kale

Designation :

Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Deepak Ghaisas

Designation :

Company Secretary

 

 

Name :

Mr. Makarand Padalkar

Designation :

Chief Financial Officer

 

 

Name :

Mr. Avadhut Ketkar

Designation :

Chief Accounting Officer and Compliance Officer

 

 

Name :

Mr. Joseph John

Designation :

Executive Vice President

 

 

Name :

Mr. Olivier Trancart

Designation :

Executive Vice President

 

 

Name :

Mr. V. Shankar

Designation :

Executive Vice President

 

 

Name :

Mr. Anand Phanse

Designation :

Senior Vice President

 

 

Name :

Mr. Atul Gupta

Designation :

Senior Vice President

 

 

Name :

Mr. Kishore Kapoor

Designation :

Senior Vice President

 

 

Name :

Mr. Manmath Kulkarni

Designation :

Senior Vice President

 

 

Name :

Mr. Nandu Kulkarni

Designation :

Senior Vice President

 

 

Name :

Mr. S. Hariharan

Designation :

Senior Vice President

 

 

Name :

Mr. S. Sundarajan

Designation :

Senior Vice President

 

 

Name :

Mr. Sajal Mukherjee

Designation :

Senior Vice President

 

 

Name :

Mr. Vijay Sharma

Designation :

Senior Vice President

 

 

Name :

Mr. Vivek Govilkar

Designation :

Senior Vice President

 

 

Name :

Mr. A. Srinivasan

Designation :

Vice President

 

 

Name :

Mr. Cafo Boga

Designation :

Vice President

 

 

Name :

Mr. Don Ganduly

Designation :

Vice President

 

 

Name :

Mr. Dilip Kulkarni

Designation :

Vice President

 

 

Name :

Mr. Dinesh Shetty

Designation :

Vice President

 

 

Name :

Mr. G. Narasimhan

Designation :

Vice President

 

 

Name :

Mr. George Thomas

Designation :

Vice President

 

 

Name :

Mr. Gopinath Govindan

Designation :

Vice President

 

 

Name :

Mr. Gratian Perez

Designation :

Vice President

 

 

Name :

Mr. Jambu Natarajan

Designation :

Vice President

 

 

Name :

Mr. K. Laxminarayan

Designation :

Vice President

 

 

Name :

Mr. Kapil Gupta

Designation :

Vice President

 

 

Name :

Mr. M. Ravikumar

Designation :

Vice President

 

 

Name :

Mr. Mahesh Rao

Designation :

Vice President

 

 

Name :

Mr. Meenakshy Iyer

Designation :

Vice President

 

 

Name :

Mr. Mohan Bhatia

Designation :

Vice President

 

 

Name :

Mr. Nikos Goutsoulas

Designation :

Vice President

 

 

Name :

Mr. Peter Yorks

Designation :

Vice President

 

 

Name :

Mr. Prabhakar Ravoori

Designation :

Vice President

 

 

Name :

Mr. S. Ramakrishnan

Designation :

Vice President

 

 

Name :

Mr. Sridhar Padmanabhan

Designation :

Vice President

 

 

Name :

Mr. Sridhar Ramachandran

Designation :

Vice President

 

 

Name :

Mrs. Swati Srinivasan

Designation :

Vice President

 

 

Name :

Mr. Sunder Annamraju

Designation :

Vice President

 

 

Name :

Mr. Thomas Mathew 

Designation :

Vice President

 

 

Name :

Mr. V. Srinivasan

Designation :

Vice President

 

 

Name :

Mr. Venkata Subramanian

Designation :

Vice President

 

 

Name :

Mr. Vikram Gupta

Designation :

Vice President

 

 

Name :

Mr. Yung Wu

Designation :

Vice President

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 31.03.2007

Names of Shareholders

No. of Shares

Percentage of Holding

Foreign

 

 

Bodies Corporate Oracle Global (Mauritius) Limited

67481698

81.02

Mutual Funds/Axis

471073

0.57

Insurance Companies

25000

0.03

Foreign Institutional Investors

161898

0.19

Foreign Mutual Funds

551782

0.66

Non-Institutions

 

 

Bodies Corporate

Individuals

438394

0.53

Individual shareholders holding nominal share capital upto Rs. 0.100 Million.

6121016

7.35

Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million

4062766

4.88

Clearing Member

40998

0.05

Market Maker

1573

0.00

Foreign Nationals

59000

0.07

NRI (Repatriate)

935011

1.12

NRI (Non-Repatriate)

1732808

2.08

Overseas Corporate Bodies

800

0.00

Directors

686524

0.82

Trust

497374

0.60

HUF

20865

0.03

Total

83288580

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Providers of information technology solutions. The company develops software, undertakes software project assignments and software products management.

 

 

Products :

v      Software Development Services

v      Software Project Assignments

v      Software Product Management

 

 

GENERAL INFORMATION

 

No. of Employees :

7631

 

 

Bankers :

  • Bank of India
  • Citibank N.A.
  • Central Bank of Libya
  • Laxmi Vilas Bank
  • HDFC Bank Limited
  • Kotak Mahindra Bank Limited
  • State Bank of Mauritius Limited
  • YES Bank Limited

 

 

 

Banking Relations :

Good

 

 

Auditors :

 

Name :

S. R. Batliboi & Associates

Chartered Accountants

 

Internal Auditors

Mukund M. Chitale & Company

Chartered Accountants

 

 

Associates :

Login SA

 

 

Affiliates:

  • Oracle Global (Mauritius) Limited
  • Oracle (India) Private Limited
  • Oracle USA, Inc.
  • Oracle Corporation (Thailand) Company Limited
  • OrbiTech Limited
  • Polaris Software Lab Limited
  • Citigroup Inc.
  • Citicorp Technology Holdings Inc., USA
  • Citibank branches
  • Citicorp Information Technology, Inc.
  • e-Serve International Limited

 

 

 

Subsidiaries :

  • I-Flex Solutions B.V.

World Trade Center, B Tower, 12th Floor, Strawinskylaan 1245, 1077 XX Amsterdam, The Netherlands

 

  • I-Flex Solutions Pte Limited

      27 International Business Park, # 04-05 Primefield Landmark

      Building, Singapore 609 924

 

  • I-Flex America Inc & I-Flex Solutions Inc

99 Park Avenue, Suite 1530, New York 10016, U.S.A.

 

  • Supersolutions Corporation

10050 Crosstown Circle, Suite 600, Eden Prairle, MN 55344, U.S.A.

 

  • I-Flex Processing Services Limited

 

  • ISP Internet Mauritius Company

10, Free Felix de Valois Street, Port Louis, Mauritius

 

  • I-Flex Center

399, Subhash Road, Vile Parle [East], Mumbai – 400057, Maharashtra, India

 

  • Equinox Corporation

10, Corporate Park, Suite 130, Irvine, CA 92606, U.S.A.

 

  • Equinox Global Services Private Limited

DLF Infinity Tower A, 3rd Floor, DLF Cyber City, Phase II, Gurgaon 122002, Haryana, India

 

 

Joint Venture :

·         Flexcel International Private Limited

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

100000000

Equity Shares

Rs. 5/- each

Rs. 500.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

83288580

Equity Shares

Rs. 5/- each

Rs. 416.443 Millions

 

Of the above

a.  67481698 equity shares of Rs. 5/- each are held by Oracle Global (Mauritius) Limited ("Oracle").  The Company became subsidiary of Oracle on April 14, 2006.

 

b. Of the above, 62,121,800 equity shares of Rs. 5/- each had been issued as fully paid up bonus shares by

capitalizing the securities premium account.

 


 

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

416.443

381.442

374.400

2] Share Application Money

401.679

10.309

0.000

3] Reserves & Surplus

23166.636

13245.866

10877.500

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

23984.758

13637.617

11251.900

LOAN FUNDS

 

 

 

1] Secured Loans

0.000

0.000

0.000

2] Unsecured Loans

0.000

0.000

0.000

TOTAL BORROWING

0.000

0.000

0.000

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

23984.758

13637.617

11251.900

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

1493.216

1633.951

1321.500

Capital work-in-progress

1270.678

581.356

85.600

 

 

 

 

INVESTMENT

6092.200

413.536

425.400

DEFERREX TAX ASSETS

131.351

70.762

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

0.000

0.000

0.000

 

Sundry Debtors

10419.437

7428.617

6200.800

 

Cash & Bank Balances

5007.470

5579.881

5393.900

 

Other Current Assets

987.275

257.437

0.000

 

Loans & Advances

4866.857

2567.237

1844.100

Total Current Assets

21281.039

15833.172

13438.800

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

5930.401

4326.091

3558.500

 

Provisions

353.325

569.069

460.900

Total Current Liabilities

6283.726

4895.160

4019.400

Net Current Assets

14997.313

10938.012

9419.400

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

23984.758

13637.617

11251.900

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Sales Turnover

15523.444

11538.224

9319.300

Other Income

365.535

299.208

0.000

Total Income

15888.979

11837.432

9319.300

 

 

 

 

Profit/(Loss) Before Tax

3810.482

2895.101

2471.100

Provision for Taxation

263.743

447.566

494.700

Profit/(Loss) After Tax

3546.739

2447.535

1976.400

 

 

 

 

Earnings in Foreign Currency :

14951.667

11083.053

17609.314

 

 

 

 

Total Imports

91.577

146.928

139.733

 

 

 

 

Expenditures :

 

 

 

Selling and Marketing Expenses

651.438

602.267

 

 

Cost of Revenue

8884.576

6515.333

 

 

General and Administrative Expenses

1959.900

1436.919

 

 

Depreciation & Amortization

565.351

387.812

 

 

Other Expenditure

17.232

0.000

 

Total Expenditure

12078.497

8942.331

6848.200

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2007

30.09.2007

31.12.2007

Type

1st Quarter

2nd Quarter

3rd Quarter

Sales Turnover

3846.400

4351.700

4567.400

Other Income

108.400

148.500

132.000

Total Income

3954.800

4500.200

4699.400

Total Expenditure

3186.200

3500.100

3376.300

Operating Profit

768.600

1000.100

1323.100

Interest

0.000

0.000

0.000

Gross Profit

768.600

1000.100

1323.100

Depreciation

142.700

168.200

166.500

Tax

43.900

66.100

48.800

Reported PAT

582.000

765.800

1107.800

 

KEY RATIOS

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Debt-Equity Ratio

0.00

0.00

0.00

Long Term Debt-Equity Ratio

0.00

0.00

0.00

Current Ratio

3.22

3.29

3.69

Fixed Assets

5.13

4.67

4.87

Inventory

0.00

0.00

0.00

Debtors

1.74

1.69

1.78

Interest Cover Ratio

0.00

0.00

0.00

Operating Profit Margin(%)

28.19

28.11

30.31

Profit Before Interest And Tax Margin(%)

24.55

24.75

27.37

Cash Profit Margin(%)

26.49

24.23

24.84

Adjusted Net Profit Margin(%)

22.85

20.87

21.89

Return On Capital Employed(%)

20.48

22.95

23.63

Return On Net Worth(%)

19.06

19.36

18.90

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Fixed Assets:

 

 

Contingent Liabilities

Financial bank guarantees given to banks on behalf of subsidiaries, aggregates to Rs. 0.039 Million as at 31.03.2007.

 

Loan to Equinox Global Services Private Limited

Loan given to Equinox has conversion option in equity shares of Equinox.  In case of conversion, interest of 8% would not be payable by Equinox.  The Company intends to exercise the option of conversion and hence to interest has been accrued on the loan.

Performance 
On an unconsolidated basis, the Company's revenue grew to Rs. 15523.440 million during the financial year 2006-07 from Rs. 11538.220 million last year, a growth of 35%. The net income before taxes and prior period item stood at Rs. 3810.480 million during the year against Rs. 2895.110 million last year, translating into a growth of 32%. The Company's net income after taxes and prior period items increased to Rs. 3546.740 million this year from Rs. 2407.990 million last year, a growth of 47%. 

Revenue, on the basis of consolidated financials is Rs. 20609.380 million this year, an increase of 39% as compared to Rs. 14823.000 million last year. The Earnings before Taxes on a consolidated basis is Rs. 4131.130 million this year as compared to Rs. 3028.460 million last year, an increase of 36%. The Company's net income before prior period item increased to Rs. 3722.800 million this year as compared to Rs. 2473.940 million last year, an increase of 50%. 

Oracle's acquisition of i-flex's shares: 

As on April 1, 2006, Oracle Global (Mauritius) Limited.  ('Oracle') was holding 36,422,788 equity shares (47.74% paid up capital) of the Company. During the period April 2006 to June 2006, Oracle further acquired 3,725,524 equity shares. On September 14, 2006, the Company allotted 4,447,418 equity shares to Oracle on preferential basis. On December 4, 2006, Oracle made an open offer to the members of the Company to acquire up to 34.93% of the then capital of the Company. Through this offer, Oracle acquired 22,885,968 equity shares of the Company. As of March 31, 2007, Oracle holds 67,481,698 equity shares (81.02% of the capital of the Company). 

Use of IPO proceeds: 

In June 2002, the Company completed its Initial Public Offer (IPO) in India and listed its shares on the National Stock Exchange of India Limited.  (NSE) and Bombay Stock Exchange Limited  (BSE). Out of the IPO proceeds of Rs.1780.80 million, the Company has utilized Rs. 1,493.61 million up to March 31, 2007 for its infrastructure projects in Mumbai and Bangalore, and in expanding its marketing reach. 

The Company also issued shares to Oracle Global (Mauritius) Limited on a preferential basis on September 14, 2006. Out of the proceeds of Rs.5815.00 million, the Company has utilized Rs. 5,679.47 million up to March 31, 2007 towards the acquisition of Mantas Inc. 

Infrastructure: 
During the year, the Company made significant additions to its infrastructure to meet the growing business requirements. The Company opened new offices in Bangalore, Pune and Chennai and the Company's subsidiaries added offices in Athens, Dublin, New Jersey, London, Seoul and Taipei to accommodate the increasing workforce. These new premises expanded the capacity by about 2,000 seats. Construction of the Company's landmark building in Goregaon, Mumbai is completed and the operations have recently commenced in the first phase of this building. The Company is in the process of finalizing a lease for over a million square feet of contiguous office space in Bangalore. The Company has also entered into the MOU for acquisition of a large 100 acre piece of land in Nasik (Maharashtra) as a future growth center. 

Acquisitions: 
On October 2, 2006, the Company through its subsidiary, i-flex America inc., acquired 100% ownership in Mantas Inc. for a total consideration of USD 126.43 million (Rs. 5,807 million) including transaction cost of USD 4.98 million (Rs. 229.8 million). The financial statements of Mantas Inc. are consolidated with the Company from October 2, 2006. The Company has recorded goodwill on account of the consolidation of Rs. 5,410 million as on March 31, 2007. Mantas Inc. is a leading provider of Anti-Money Laundering (AML) compliance software and related services. The Mantas Behavior Detection Platform(TM) is the industry's most comprehensive solution for detecting risk, enhancing customer relationships and addressing regulatory requirements in the Anti-Money Laundering, trading and broker compliance areas. This acquisition greatly strengthens the Company's offerings in the Risk and Compliance area led by its Reveleus(TM) platform. 

On January 3, 2007, the Company, through its subsidiary i-flex solutions pte Limited, acquired 100% ownership in i-flex Consulting (Asia Pacific) pte Limited , the erstwhile Capital Markets Company Pte. Limited. ('CAPCO') for a total consideration of USD 1.05 million (Rs. 46.4 million) and recorded goodwill of Rs. 38.3 million on consolidation of CAPCO. This acquisition will strengthen i-flex Consulting's ability to provide high-end consulting to banks in the Asia Pacific region. The combined i-flex-CAPCO team provides a compelling pool of expertise to assist banks in business transformation, management of large technology implementations and addressing risk and compliance requirements. 

Global alliances: 

The Company lays great emphasis in building and expanding its partner network with organizations which can promote, sell, implement and support its offerings around the world. During the year, the Company has made great strides in expanding its partner network in a number of countries, especially the non-English speaking countries in Europe, Latin America, Asia and Francophone Africa. 

The Company made major progress on multiple areas in its relationship with Oracle, from aligning its solutions with Oracle to offering a much more comprehensive solutions portfolio to its customers, to closely align the joint sales and marketing efforts. 

Strategically, the Company has taken several other important partnering initiatives, a notable one being a joint collaborative initiative between i-flex, Oracle and IBM to provide next generation solutions to top tier financial institutions worldwide. This alliance brings together the world's No. 1 IT vendor, the world's No. 1 enterprise software vendor and the world's No. 1 core banking solution provider, representing a unique and compelling value proposition to top tier financial institutions around the world. 

Subsidiaries: 
 
The Company has subsidiaries in India, USA, Singapore, the Netherlands, Canada and Mauritius to handle operations as well as to strengthen marketing and sales efforts in the respective markets and ensure deeper penetration in these regions. 

During the financial year, i-flex Processing Services Limited became a wholly owned subsidiary of the Company. i-flex America inc., a wholly owned subsidiary of the Company, acquired a 100% equity capital of Mantas Inc., and Mantas Inc. became the subsidiary of the Company. i-flex solutions pte Limited , a wholly owned subsidiary of the Company acquired 100% equity capital of i-flex Consulting (Asia Pacific) pte Limited  and accordingly, i-flex Consulting (Asia Pacific) pte Limited  became the subsidiary of the Company. 

Pursuant to Section 212 of the Companies Act, 1956, the Company is required to attach to its Annual Report the Directors' Report and financial statements of its subsidiaries. Since the Company presents audited consolidated financial statements under Indian GAAP and US GAAP in its Annual Report, the Company has applied to the Central Government of India for an exemption from attaching the Directors' Report, Balance Sheet and Profit and Loss Account of its subsidiaries to the Annual Report. The approval from the Central Government in this regard is awaited and in case the exemption under Section 212 (8) of the Act is granted to the Company by the Central Government, the financial statements of the subsidiaries of the Company shall not be attached to the Annual Report of the Company. In that case the Company undertakes that the financial statements of the subsidiary companies for the year ended March 31, 2007 will be made available to the members on request at the Registered Office/Corporate Office of the Company and the same will be kept open for inspection by any member during the office hours of the Company. 

Fixed deposits: 

During the financial year 2006-07, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

Awards, honors and recognitions: 

The Company has consistently received wide recognition for leadership and achievements. 

Information technology in the financial services industry: 

The financial services industry is undergoing transformation, both in how it addresses its customers, and in how it runs its operations. The entry of non-traditional players, global mergers and acquisitions, ever increasing demands from customers to deliver a ubiquitous and next generation customer experience, a demanding regulatory environment, and the emergence of new customer interaction channels have contributed to this shift. 

Governance, risk and compliance has emerged as a strategic priority for financial institutions. The post 9/11 environment has seen financial institutions grappling with the challenges of increasing regulatory complexity and also an emerging convergence of the areas of governance driven by regulations such as Sarbanes-Oxley, risk management with regulations in Basel II, and compliance driven by regulations as anti-money laundering, the Patriot Act, data privacy, etc. 

In the core transaction processing area, increasing number of financial institutions are getting more and more receptive to the value proposition and the benefits of core banking transformation, and the Company is taking concrete steps in that direction. 

Information Technology (IT) plays a major role in such a scenario - acting as an enabler of a new customer-centric outlook, and a means to improving operational efficiency, while driving compliance to new regulatory norms, reducing costs and achieving competitive differentiation. 

In conjunction with Oracle Global (Mauritius) Limited ('Oracle'), i-flex has a very clearly articulated value proposition and strategy, which is centered around the business priorities and challenges of financial institutions in the market today. Their approach is centered on addressing the 4Cs that are affecting financial institutions today: Competitive differentiation, Cost reduction, Customer intimacy and Compliance and risk management. i-flex has organized its entire range of offerings and value propositions to align with these priorities. 

Overview: 
i-flexr solutions is in the business of providing comprehensive IT solutions to the financial services industry worldwide. Playing the role of a specialized IT partner to financial services institutions worldwide, their approach is balanced with a wide range of products, custom solutions and consulting services. 

Their solutions portfolio includes packaged applications, custom application software development, deployment, maintenance and support services, business and IT consulting services, technology deployment and management services and the knowledge process outsourcing in the financial services domain. 

As of March 31, 2007, the Group cumulatively serviced 750 customers in 125 countries through its portfolio of products and services. 

They are organized by region and business segment. They have two major business segments - the Products Business (comprising product licensing, customization, implementation and support) and the Services Business (providing customized software and consulting services). They have also recently launched Knowledge Process Outsourcing Services (value-added knowledge outsourcing). These segments are described in greater detail below: 

Products: 
 
The i-flex portfolio includes FLEXCUBE(R), a complete banking product suite for retail, consumer, corporate, investment and internet banking, and asset management and investor servicing. Since its launch in 1997, more than 300 financial institutions in over 105 countries have chosen FLEXCUBE. The product suite has been ranked the world's No. 1 selling core banking solution for five consecutive years-2002, 2003, 2004, 2005 and 2006 - by the UK-based International Banking Systems (IBS). 

The product suite's portfolio was further enriched last year by adding products targeted at Islamic Banking. With the new FLEXCUBE SWIFTNet Services Integrator suite, banks are able to leverage the SWIFTNet (SWIFT's IP-based messaging solution) environment for increased business value.  Increased delivery capacity, and improved functionality through their association with Oracle made this the best ever year for FLEXCUBE. 

The Reveleus(TM) suite of analytical applications for the financial services industry is focused in the areas of risk management, customer insight, and enterprise-wide financial performance. Reveleus Risk Analytics solves the most complex global challenges facing the financial industry today, including multi-jurisdictional Basel II compliance and operational risk management. Reveleus was Highly Commended' for its Compliance Initiative Innovation in The Banker Technology Awards for 2006. 

Mantas(R) is a wholly owned subsidiary of i-flex. Mantas' Behavior Detection Platform(TM) is the industry's most comprehensive solution for detecting risk, enhancing customer relationships, and addressing regulatory requirements in the anti-money laundering, trading and broker compliance areas. Mantas, along with Reveleus, offer a single, unified platform for governance, risk and compliance. Waters Magazine ranked Mantas for Best Anti-Money Laundering solution for 2004, 2005 and 2007 and Best Compliance solution for 2003. 

Daybreak(TM) is a comprehensive consumer lending system that automates all aspects of financing from origination, to servicing and collections for installment loans; consumer leases, revolving products and home equity lines of credit. It empowers financial services organizations to improve productivity, enhance customer service and manage risks. 

Together with Castekr Software Inc., a majority-owned subsidiary, i-flex offers strategic business software and services for the global Property and Casualty insurance market. Castek provides insurance carriers with a suite of core business processing systems for insurance product and process configuration, policy processing, customer billing, claims management and services. 

Their solution portfolio rests on SOA, enabling interoperability, extensibility and standardization. Encompassing cash management, trade, treasury, payments, lending deposits, private wealth management, asset management, among others, it helps financial institutions become model enterprises', reduces costs, improves efficiency, and increases their addressable market and asset size. 

PrimeSourcing(TM), i-flex's global IT services division, provides customized software solutions exclusively for the financial services industry worldwide, with a dedicated focus on delivering solutions through domain specialization. While at a broad level this domain specialization focuses on corporate, investment, private and retail banking, and the insurance domains, each of these domains are further segmented into relevant practice lines and Centers of Excellence. These solutions are supported by a comprehensive pool of proprietary methodologies, best practices, and backed by SEI-CMMi Level 5 compliant processes. 

PrimeSourcing's Oracle practice group caters to specialized practices in Business Intelligence, Fusion Middleware (SOA), and Oracle Apps implementation. The division also leverages well-established CoBIT-compliant global infrastructure and development centers to deliver services in an optimized onsite-near-shore-offshore model.

The i-flex Consulting(TM) division offers an end-to-end consulting partnership, providing comprehensive business and technology solutions that enable financial services enterprises to improve process efficiencies; optimize costs; meet risk and compliance requirements; define IT architecture; and, manage the transformation process. Consulting services are offered in the areas of business transformation, risk and compliance, program management, IT architecture, IT governance and process improvement.

i-flex's solution approach for financial services institutions is process-driven and rests on the i-flex Process Framework for Banking (iPFB(TM)), a tool for transforming banking operations. It is a process repository created by drawing on i-flex's domain expertise and best practices. 

i-flex's Technology Deployment & Management Services (TDMS) division specializes in conceptualizing, designing, deploying and managing IT Infrastructure. The i-RIMS (i-flex Remote Infrastructure Management Services) Center manages IT infrastructure remotely from India on a 24 x 7 basis through its on-site-offshore model. TDMS services are based on best practices such as ITIL (IT Infrastructure Library), COBIT (Control Objectives for Information and related Technology) model, a globally accepted standard for IT management and control framework, and BS7799 (ISO17799). 

i-flex Processing Services is a 100% owned subsidiary of i-flex solutions, with consultants experienced in various functions in the asset management space, financial modeling and valuation KPO. The services provided encompass IT software, consulting, KPO and infrastructure. Equinox Corporation, a wholly owned subsidiary of i-flex, excels in providing cost-effective and high-quality knowledge process outsourcing services (KPO) to the financial services industry. Equinox was selected in the Leaders Category for the 2007 Global Outsourcing 100' by The International Association of Outsourcing Professionals (IAOP). The Global Outsourcing 100 defines the standard for excellence in outsourcing service delivery. It was also recognized among the Top 50 Global Outsourcers & Top 30 Global Offshore Vendors' by the International Association of Outsourcing Professionals (IAOP).

Corporate development: 

During the year, Oracle purchased equity shares of i-flex solutions ltd., ('i-flex' or the 'Company') from OrbiTech Ltd., the then major shareholder of the Company and through an open offer and, also from the stock market, taking its shareholding to 81.02% as on March 31, 2007. 

Business metrics: 

Their total revenues in fiscal 2007 were Rs. 15,523.4 million, representing an increase of 35% from Rs. 11,538.2 million in fiscal 2006. The net income in fiscal 2007 was Rs. 3,547 million, against Rs. 2,408 million in fiscal 2006. Their net income margins were 23% and 21% in fiscal years 2007 and 2006 respectively. They define net income margins for a particular period as the ratio of net income to total revenues during such period. They had 7,631 employees as on March 31, 2007 as against 6,044 at the end of the previous year in India. 

Products revenue: 

Their products revenue represented 57% of the total revenues for both fiscal years ended 2007 and 2006. Their products revenue were Rs. 8,909.5 million during the fiscal year ended March 31, 2007; an increase of 36% from Rs.6540.600 million during the fiscal year ended March 31, 2006. 

Products revenue comprise license fees, professional fees for implementation and enhancement services and annual maintenance contract (Post Contract Support - PCS) fees for their products. 

License fee: 

Their standard licensing arrangement for their products provides the user a perpetual right to use the product for a pre-defined number of users and sites upon payment of a license fee. The license fee is a function of a variety of quantitative and qualitative factors, including the number of copies sold, the number of concurrent users supported, the number and combination of the modules sold, and the number of sites and geographical locations supported. The licenses are non-exclusive, personal, non-transferable and royalty free. 

Implementation fee: 

After products are licensed to these customers, they provide services related to the implementation of these products at customer sites, integration with other customer systems, and enhancement of products to address specific requirements of customers. The customer is typically charged a service fee either on a fixed-price basis or a time and materials basis. Implementation and enhancement services comprise functional enhancements, interface building, implementation planning, data conversion, training and product walkthroughs, and are provided to customers who enter into licensing arrangements with us. 

Services revenue: 

Their services revenue represented 43% of the total revenues for both the fiscal years ended March 31, 2007 and 2006. The services revenue were Rs. 6613.900 million in the fiscal year ended March 31, 2007; an increase of 32% from Rs. 4997.600 million in the fiscal year ended March 31, 2006. 

The contracts relating to the services business are either time or material contracts or fixed price contracts. The percentage of total services revenue from time and material contracts was 87% in fiscal 2007 and 76% in fiscal 2006, with the remainder of the services revenue attributable to fixed price contracts. 

They provide their services through offshore centers located in India, on-site teams operating at customers' premises and their development centers located in other parts of the world. Offshore services revenue consist of revenues from work conducted at their development centers in India on behalf of foreign customers while on-site revenue comprises work conducted at customers' premises outside India. Revenue from India represents work done for Indian customers at their locations and at their development centers in India. The composition of their on-site and offshore revenue is determined by the project life cycle. Typically, the work involving the design of new systems or relating to a system roll-out would be conducted on-site, while the core software development, maintenance and support activity may be conducted offshore. They received 62% of their services revenue from on-site work and 38% from offshore work during the fiscal year 2007 as against 59% and 41%, respectively in fiscal year 2006. 

Their services revenue and profits are also affected by the rate at which their software professionals are utilized. The utilization rate is calculated as the percentage billed for their personnel in a particular period to the average number of staff that is considered billable in that same period. For the purpose of calculating the number of billable staff, they exclude personnel that are engaged in management, administration, marketing support, initial training (six months for personnel without any priorwork experience and three months for personnel with over two years experience) and personnel allocated to the approved internal investment projects. Their on-site personnel deployment on projects is based on project needs and therefore such personnel are fully utilized. Utilization rates for their services business were 71% and 73% for fiscal 2007 and 2006 respectively.  They have been able to restrict the drop in the operating margins to only 73 basis points despite the additional staff costs due to wage hikes and lower utilization. 

Cost of services revenue and operating expenses: 

The cost of revenues for services consists primarily of compensation expenses for their software professionals; cost of application software for internal use, travel expenses and professional fees paid to software services vendors. They recognize these costs as incurred. Their operating expenses include selling, general and administrative expenses and allocated overhead expenses associated with human resources, corporate marketing, management information systems, quality assurance and finance. 

Integration of mergers and acquisitions: 

i-flex has acquired a couple of companies in the past, i.e., SuperSolutions Corporation, USA, ISP Internet Mauritius Company, Mauritius and Canada-based Castek Software Inc. ('Castek'). During the year they acquired 100% of Mantas Inc., Virginia ('Mantas') through an investment in i-flex America inc. and these mergers and acquisitions involve inherent risks, including: 

 - unforeseen contingent risks or latent liabilities relating to these business that may only become apparent after the merger or acquisition is finalized; 

 - integration and management of the operations, sales and marketing, personnel and systems; 

The company, as part of its policies, ensures that the companies acquired are successfully integrated into the mainstream business.

SWOT analysis: 

Strengths: 
 
 - One of the most comprehensive solutions portfolio for the financial services industry 
 
 - Global client base and market reach  
 
 - Strong backing of Oracle 
 
 - Solutions based on world-class technology backed by strong R&D 
 
 - High-quality manpower resources, with deep domain expertise in the financial industry 
 
Weaknesses: 
  - Weakening of Indian Rupee against the US Dollar 
  - Wage inflation pressure 
 

Opportunities: 
  - Increasing investment momentum in core banking systems by large and global financial institutions 
 - India as preferred outsourcing destination 
 - Compliance, Risk and Governance is on the top of the investment agenda for financial institutions 
 - Expanding solutions portfolio and entry into new market segments such as consumer finance, business analytics, Basel II, anti-money laundering 
 
Threats: 
- Increasing competition 

- Legislative and visa related travel restrictions 

Outlook: 
i-flex solutions offers the most comprehensive footprint of solutions for the financial services industry today. These solutions cover customer delivery across all customer touch points, core banking processing, transaction processing across different verticals and different product processes across consumer banking, corporate banking, investment, asset management, and analytics for measuring the performance of the business and providing insights to decision-making teams to enable timely, mid-course corrections. 

There are several key opportunities in the marketplace for i-flex. Large corporate and retail banking assignments, emerging areas such as Islamic Banking, private wealth management, enterprise risk management and compliance and IT outsourcing are some of the areas where i-flex sees opportunities in the next few years. The company has been engineering a series of acquisitions to expand into software for risk management, anti-money laundering, consumer lending, and property and casualty insurance. 

There is increased traction in large institutions looking to replace their core systems. Multi-country standardization opportunities also form an integral part of the core banking replacement strategy for global banks.

Risk and compliance is the key priority area for banks and, again, i-flex solutions' GRC framework is a leading solution in this area. Outside i-flex's traditional market of core banking, there are emerging opportunities in other verticals within the financial services industry. i-flex recently entered the insurance vertical and it plans to continue to expand the capability within the financial services domain.

AS PER WEBSITE DETAILS:

 

PRESS RELEASE

 
FLEXCUBE Implementation Completed Within a Year at Allianz Bank, Bulgaria

 

12-Mar-08

 

Sofia, Bulgaria, March 12, 2008: i-flex® solutions (Reuters: IFLX.BO & IFLX.NS), a leading provider of technology solutions to the global banking and financial services industry, today announced that FLEXCUBE® was live at Allianz Bulgaria Commercial Bank, Bulgaria. The big bang rollout of FLEXCUBE was completed within a year, across the bank's Bulgarian operations.

Allianz Bank is part of Allianz Bulgaria Holding, Bulgaria's biggest financial group. The bank has more than 100 business centers in the country.

N R K Raman, Managing Director and CEO, i-flex solutions, said: "i-flex's quiet dominance in Bulgaria is further illustrated by this implementation. The hallmark of the implementation is that it was led by our partner, SIRMA, demonstrating the maturity of our software assets. Across the region, especially in Bulgaria, it's evident FLEXCUBE is an obvious choice for banks looking for a proven banking platform."

About i-flex solutions

i-flex® solutions (Reuters: IFLX.BO and IFLX.NS), majority owned by Oracle, is a world leader in providing IT solutions to the financial services industry, with more than 790 customers in over 130 countries. Its strategy for financial services addresses the challenges that financial services institutions are faced with today. Its range of applications software, custom solutions and consulting services enable financial institutions to cut costs, respond rapidly to market needs, enhance customer service levels and mitigate risk.

Together, Oracle and i-flex solutions offer financial services institutions the world's most comprehensive banking applications and technology footprint to address complex IT and business requirements.

i-flex and FLEXCUBE are registered trademarks of i-flex solutions. Reveleus, Mantas, PrimeSourcing, i-flex Consulting and iPFB are trademarks of i-flex solutions and are registered in several countries.

All other company and product names are trademarks of the respective companies with which they are associated.


 

 

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. 40.14

UK Pound

1

Rs. 80.41

Euro

1

Rs. 62.59

 

 

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

YES

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--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