MIRA INFORM REPORT

 

 

Report Date :

28.03.2008

 

IDENTIFICATION DETAILS

 

Name :

GOODEARTH MARITIME LIMITED

 

 

Registered Office :

2 North Crescent Road, T Nagar, Chennai – 600017, Tamilnadu

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

05.05.2000

 

 

Com. Reg. No.:

061232

 

 

CIN No.:

[Company Identification No.]

U63020TN2000PLC061232

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

CHEGO2396C

 

 

Legal Form :

A Closely Held Public Limited Liability Company

 

 

Line of Business :

Manufacturer, Exporter and Importer of Shipping Transport Operations.

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Maximum Credit Limit :

USD 69630472

 

 

Status :

Good

 

 

Payment Behaviour :

Slow but correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established company having satisfactory track. Trade relations are fair. General financial position is satisfactory. Payments are reported as slow but correct.

 

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

 

CITI Bank may not have sanctioned project finance to the company as we could make it from the discussion with various staff including Mr. Gopalkrishnan and Mr. Madan who remained non-cooperative.

 

In the meantime, Mr. Hrichikesh Narasiman (91-9866170127) confirmed that CITI Bank has done Due Diligence recently.

 

Financial assistance from State Bank of India, Canara Bank, UCO Bank, Punjab National Bank, Indian Bank. (Shipping Division – Cash rich – No fund needed, Ship Yard Division – will go for funding as and when needed with equity and debt mixtures)

 

LOCATIONS

 

Registered Office :

2 North Crescent Road, T Nagar, Chennai – 600017, Tamilnadu, India

E-Mail :

info@gooearth.co.in

Website :

http://www.archeangroup.com

 

 

Factory :

TVH Phase II, 5th Floor, Block No.94, Beliciaa Tower, MRC Nagar, Chennai – 600028, Tamilnadu, India

Tel. No.:

91-44-43033444

Fax No.:

91-44-43033555/ 28156797

E-Mail :

madhan@goodearth.co.in

Info@archeangroup.com

 

 

Corporate Office 1:

32-D, North Crescent Road, T Nagar, Chennai – 600017, Tamilnadu, India

 

 

Corporate Office 2:

Green Park, Plot No. 113/114, Tagore Road, Sector 8, Gandhidham – 370 201, Gujarat, India

Tel. No.:

91-2836-233841/234259

Fax No.:

91-2836-255449/233400

E-Mail :

archean@vsnl.com

info@archeangroup.com

Website :

http://www.archeangroup.com

Area :

Owned

Location :

Residential and Commercial

 

 

Head Office/

Corporate Office 3:

Haveli No. 2 (Old No. 32-A), North Cresent, T. Nagar, Chennai – 600 017, Tamilnadu

Tel. No.:

91-44-28153479/81/28154060/28150496/28254661

Fax No.:

91-44-2815679728258508

E-Mail :

archean@vsnl.com

archeangroup@vsnl.com

Website:

http://www.archangroup.com

Area :

Owned

 

 

Branches :

Jakhau Port, Jakhau Village, Taluka Absada, District Kutch, Gujarat

Tel. No.:

91-2536-286397

Area :

Leased

 

DIRECTORS

 

Name :

Mr. Panduruti Brahma Anandham

Designation :

Chairman

Address :

9 Giri Road T. Nagar, Chennai – 600 017, Tamilnadu, India

Tel No. :

91-44-28154060/28150496

Email :

info@archeangroup.com

Date of Birth/Age :

01.12.1938

Qualification :

B.Com

Experience :

40 years

Date of Appointment :

11.05.2000

 

 

Name :

Mr. Sundararajan Madhan

Designation :

Managing Director

Address :

188-B S Marys Road, R.A., Puram Vidyatheerth Nagar Chennai – 600 008, Tamilnadu, India

Tel No. :

91-44-28254060/28254661

Email :

archean@vsnl.com

Date of Birth/Age :

06.05.1956

Qualification :

B.Com

Experience :

20 years

Date of Appointment :

11.05.2000

 

 

Name :

Mr. Pandurti Ranjit

Designation :

Director

Address :

21, Giri Road, T. Nagar, Chennai – 600 017, Tamilnadu, India

Date of Birth/Age :

11.02.1974

Date of Appointment :

29.01.2008

 

 

Name :

Mr. Pendurti Pramila

Designation :

Director

Address :

9, Giri Road, T. Nagar, Chennai – 600 017, Tamilnadu, India

Date of Birth/Age :

01.03.1950

Date of Appointment :

11.06.2004

 

 

Name :

Mr. Luis Miranda

Designation :

Nominee Director

Address :

801 B, Deepali, St. Cyril Road, Bandra (West), Mumbai – 400050, Maharashtra, India

Date of Birth/Age :

21.09.1961

Date of Appointment :

29.01.2008

Nominee Company :

IDFC Private Equity Fund II

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

(As on 29.09.2005)

Names of Shareholders

 

No. of Shares

 

 

 

Mr. Panduruti Brahmanadan

 

400400

Mr. Panduruti Ranjit

 

300100

Mr. S. Madan

 

100

Mr. K. Jaishankar

 

100

Mr. Panduruti Ravi

 

300000

Mr. Panduruti Anandam

 

800000

Jakhavu Salt Company Private Limited

 

780000

Archean Granites Private Limited

 

1562200

 

 

 

Total

 

4142900

 

(As on 31.03.2007)

Category

 

Percentage

 

 

 

Bodies Corporate (not mentioned above)

 

57.00

Directors or relatives of directors

 

43.00

 

 

 

Total

 

100.00

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer, Exporter and Importer of Shipping Transport Operations.

 

 

Products :

Product Description

Item Code No (ITC Code)

Shipping

251611.00

 

  • Cement
  • Granites
  • Steel
  • Iron Ore
  • Coal
  • Wheat
  • Fertilisers
  • Dry bulk commodities.

 

 

Exports :

 

Countries :

  • Japan
  • Germany
  • Italy
  • Middle East
  • USA
  • Taiwan
  • U.K.
  • Australia
  • PR China
  • S. Korea
  • Europe

 

 

Imports :

 

Countries :

  • Japan
  • Germany
  • Italy
  • Middle East
  • USA
  • Taiwan
  • U.K. Australia
  • PR China, S. Korea
  • Europe

 

 

Terms :

 

Selling :

Cash and Credit

 

 

Purchasing :

Cash and Credit

 

 

GENERAL INFORMATION

 

Customers :

  • Manufacturers
  • Retailers
  • Wholesalers
  • Trading Firms
  • Buying Agents
  • Corporate Accounts

 

 

No. of Employees :

600

 

 

Bankers :

  • Syndicate Bank

Ahmebadad, Gujarat, India

 

  • Canara Bank

Overseas Branch, 770-A, Anna Salai, Spencer Town, Chennai – 600 002, Tamilnadu

 

  • State Bank of India

Overseas Branch, World Trade Centre, Cuffe Pardade, Mumbai-400005, India

 

  • UCO Bank

Mount Road Branch, 212 Mount Road, Chennai – 600002, Tamilnadu, India

 

 

Facilities :

Secured Loan

(Rs in millions)

Term Loan from GIIC

19.191

Interest accrued and due thereon

0.514

Term Loan from Canara Bank, Overseas Bank

249.835

Overdraft Account with Canara bank Overseas Branch

25.741

With other financial institutions- CITI Bank HP secured by specific assets

0.172

 

 

Total

295.453

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

V. Chandrashekharan and Associates

Chartered Accountants

Address :

Kalpataru Complex, 1st Floor, 44, C. P. Ramashwamy Road, Alwarpet, Chennai – 600 018, Tamilnadu

Tel No.:

91-44-24970279/24662576

Fax No.:

91-44-24662576

 

 

Associates/Subsidiaries :

  • Jakhau Salt Company Private Limited

32-D, North Crescent Road, T. Nagar, Chennai- 600017, India

 

  • Archean Granites Private Limited

32-D, North Crescent Road, T. Nagar, Chennai- 600017, India

 

 

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

61000000

Equity Shares

Rs. 10/- each

Rs.610.000 millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

8285800

Equity Shares

Rs.10/- each

Rs.82.858 Millions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2007

31.03.2006

31.03.2005

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

82.858

41.429

41.429

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

1574.760

1300.236

894.015

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

1657.618

1341.665

935.444

LOAN FUNDS

 

 

 

1] Secured Loans

1681.661

837.834

649.342

2] Unsecured Loans

1967.190

1532.425

295.406

TOTAL BORROWING

3648.851

2370.259

944.748

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

5306.469

3711.924

1880.192

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

633.122

722.326

602.485

Capital work-in-progress

4220.225

2544.867

954.255

 

 

 

 

INVESTMENT

0.013

1.337

0.010

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

28.002

32.163

41.970

 

Sundry Debtors

123.099

294.192

277.238

 

Cash & Bank Balances

407.540

297.957

281.054

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

25.539

57.197

53.341

Total Current Assets

584.180

681.509

653.603

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

117.260

238.171

330.273

 

Provisions

13.811

0.000

0.000

Total Current Liabilities

131.071

238.171

330.273

Net Current Assets

453.109

443.338

323.330

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.056

0.112

 

 

 

 

TOTAL

5306.469

3711.924

1880.192

 

 

 

 

 

 

 

 

 

 

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Sales Turnover

1285.847

1719.631

2087.353

Other Income

45.570

14.015

15.400

Total Income

1331.417

1733.646

2102.753

 

 

 

 

Profit/(Loss) Before Tax

321.982

411.556

636.382

Provision for Taxation

6.030

5.334

(23.743)

Profit/(Loss) After Tax

315.952

406.222

660.125

 

 

 

 

Expenditures :

 

 

 

 

Consumption of stores and spares parts

91.370

79.663

79.139

 

Increase/(Decrease) in Finished Goods

0.000

0.000

0.000

 

Salaries, Wages, Bonus, etc.

150.955

161.187

114.833

 

Managerial Remuneration

2.400

2.400

0.540

 

Payment to Auditors

0.145

0.137

0.083

 

Interest

22.677

22.661

33.768

 

Insurance Expenses

44.135

49.426

22.040

 

Power & Fuel

160.327

315.936

242.430

 

Depreciation & Amortization

124.069

55.030

33.984

 

Other Expenditure

413.357

635.650

939.554

Total Expenditure

1009.435

1322.090

1466.371

 

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2007

31.03.2006

31.03.2005

PAT / Total Income

(%)

24.18

23.43

30.26

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

25.04

23.93

30.49

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

26.45

29.32

50.66

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.19

0.31

0.68

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

2.28

1.94

1.36

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

4.46

2.86

1.98

 

 

 

 

 

 

 

 

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

History

 

Subject is incorporated with the object to acquire, take on lease, build, modify, hire jetty, decks, where and piers, ports and to own, build, provide, operate material handling facility and stock yard, shipping transport, charter bare boats, etc.

 

Its income from operations includes Shipping Operations, Port, Operations, Freight Income, Foreign Currency Income, etc.

 

 

Form 8:

 

Corporate identity number (CIN) Foreign company registration number

U63020TN2000PLC061232

Name of the Company

GOODEARTH MARITIME LIMITED

Address

2 North Crescent Road, T Nagar, Chennai – 600017, Tamilnadu, India

This form is for

Creation of Charge

Type of Charge

Ship

Particulars of the charge holder 

Canara Bank

770A Anna Salai, Chennai – 600002, Tamilnadu, India

chn1826@canbank.co.in

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

Deed of Hypothecation Dated 11th September, 2006

 

Extention of 1st charge on vessels M V Good Day Light and M V Good Trade Dated  11th September, 2006

Date of the instrument creating or modifying the charge

11.09.2006

Amount secured by the charge

Rs.80.500 Millions

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

Rate of Interests:

10.25%

 

Terms of Repayment:

To be repaid in 12 Quarterly Installment each of Rs.6.709 Millions commencing from 11.12.2006

 

Margin:

30% of the cost of the Dry Dock Expenses

 

Extent and operation of the charge:

To meet the dry dock expenses for the ship M V Good Trade

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

Extention of 1st charge on vessels M V Good Trade, M V Good Light and M V Good Day as Collateral Security.

Particular of the present modification 

NA

 

 

 

 

 

 

 

Name of the company

GOODEARTH MARITIME LIMITED

Presented By

GOODEARTH MARITIME LIMITED

INDIAN OVERSEAS BANK, NEHRU PARK BRANCH 872, POONAMALLEE HIGH ROAD, CHENNAI –600084

1) Date and description of instrument creating the change

Term loan agreement of financing ship building  dated 21.05.2005

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

 

Nature of facility

Rs in millions

Term Loan

1050.000

 

And interest, costs charges and expenses which may be debited to account from time to time.

 

Sub limit term loan :

 

Letter of credit on 180 days DA terms for import of machines, components etc.

USD 20.00 millions (Rs. 900.000 millions @ USD 1 = Rs. 45/-)

 

Bank Guarantee for availing Buyers credit either from overseas branches of IOB or other (not exceeding three years inclusive of dale period as above as per FEMA guidelines)

USD 20.00 (Rs. 900.000 millions @ USD 1 = Rs. 45/-)

 

Outstanding under a + b above to exceed USD 20.00 millions (Rs. 900.000 millions @ USD 1 = Rs. 45/-)  and overall exposure including part disbursement of term loan not to exceed Rs. 1050.000 millions

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

Hypothecation by way of first charges in favour of the bank

 

53000 DWT Diamond series ship costing Rs. 1315.000 millions to be constructed by Hindustan ship yard limited including all fitting, fixture, furniture, tools and accessories and parts whatsoever and all replacements of or additional made to the hypothecated machinery from time to time.

 

Assignment of borrower rights under the ship building contract entered with Hindustan ship yard limited.

 

Assignment of insurance receivable of the said ship 

 

Hypothecation of all receivable relating to the ship including freight charges and other charges collected by the company.  

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rate of interest: BPLR – 1% p.a.

 

Margin : 20  %

 

Repayable in 71 equal monthly installment Rs. 875.000 millions upto 2012-13 and the last installment of Rs. 4.288 millions as one shot installments in 72nd month in 2013-14 a under with moratorium during the construction period and holiday period thereafter i.e. repayment to commence not later than April 2008.

 

The yearly repayments commitment would be as under:

 

2008-09

2009-10

2010-11

(Rs in millions)

105.000

105.000

105.000

 

2011-12

2012-13

2013-14

 

(Rs in millions)

105.000

105.000

525.000

 

 

Monthly interest should be served as and when debited gurantee facility shall be treated as term loan liability with risk and responsibility being that of the borrower company for the exchange fluctuation of conversion of the foreign currency liability in Indian Rupee.

 

Other terms and conditions as per the sanction letter an agreements executed on 21.05.2005

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

INDIAN OVERSEAS BANK

NEHRU PARK BRANCH 872

POONAMALLEE HIGH ROAD,

CHENNAI –600084

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

 

 

Website Details

 

Profile:

 

The ever-increasing need to charter a wide range of vessels for their group companies led to the founding of subject.  With an initial investment in a dry bulk carrier, more followed…a second vessel being of the 33,000 DWT class. As their business and opportunities kept expanding the company embarked into the maritime business of owning ships that cater to not just the group’s businesses but also to the requirements of other companies across the world as a full-fledged business activity.


Subject owns and operates a fleet of six ships, professionally managed and supported by well-trained and skilled staff. The company places highest premium on timely movement and safe delivery of cargo to any port across the world.


With a view to expanding its capabilities and to capitalize on the boom in the global freight market, the company has entered an allied maritime activity, namely building new vessels. Subject has entered into a 15 year ship-building agreement with India’s premiere ship building company, Hindusthan Shipyard Limited at Vizag, India. In the first phase the company has ordered a series of four 30,000 DWT and six 53,000 DWT vessels. The total capital outlay is estimated to be at Rs.12000.000 Millions (USD 266 Millions) with the first batch of ships scheduled to be delivered by the end of year 2006.

 

 

Fixed Assets

 

 


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.40.15

UK Pound

1

Rs.80.54

Euro

1

Rs.63.41

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

6

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

6

--CREDIT LINES

1~10

6

--MARGINS

-5~5

-

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

NO

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

54

 

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

 

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

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

 


 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

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

 

Unlimited

71-85

Aa

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

 

Large

56-70

A

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

 

Fairly Large

41-55

Ba

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

 

Satisfactory

26-40

B

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

 

Small

11-25

Ca

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

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

NR

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

No Rating

 

 

 

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