MIRA INFORM REPORT

 

 

 

Report Date :

07.11.2008

 

IDENTIFICATION DETAILS

 

Name :

KEYTOOL ENGINEERING SOLUTIONS PRIVATE LIMITED

 

 

Registered Office :

First Floor, Plot No. 2, Gat No. 626, Opposite Gabriel India Limited, Pune Nashik Highway, At Post Kuruli (Chakan), Taluka Khed, Pune – 411 501, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.01.2008

 

 

Date of Incorporation :

01.08.2005

 

 

Com. Reg. No.:

25-21087

 

 

CIN No.:

[Company Identification No.]

U51503PN2005PTC021087

 

 

IEC No.:

3105008862

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

PNEK06838G

 

 

PAN No.:

[Permanent Account No.]

AACCK6217E

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

Importer of high quality of cutting tools and measuring instruments.

 

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 7000

 

 

Status :

Small Company

 

 

Payment Behaviour :

Slow but correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a two and half year’s old company, but has shown satisfactory progress. The company has incurred some initial losses. However, the company expects to wipe-off all its previous losses during the current financial year. Trade relations are fair. Business is active. Payments are reported as slow but correct. The company can be considered for small to mediocre business dealings at usual trade terms and conditions.

 

 

INFORMATION PARTED BY

 

Name :

Mr. Mandar Kulkarni

Designation :

Accounts Manager

Contact No.:

91-9860100834

Date :

04.11.2008

 

 

LOCATIONS

 

Registered Office :

First Floor, Plot No. 2, Gat No. 626, Opposite Gabriel India Limited, Pune Nashik Highway, At Post Kuruli (Chakan), Taluka Khed, Pune 411 501, Maharashtra, India

Tel. No.:

91-2135-326139

Mobile No.:

91-9822657572 / 9860100850 / 9860100834

Fax No.:

91-2135-320321

E-mail :

marketing@keytoolsolutions.com

rameshpatil@keytoolsolutions.com

maheshgbagla@gmail.com

mandar@keytoolsolutions.com

Website :

http://www.keytoolsolutions.com

Area :

3 Floor Building

Location :

Owned

 

 

Showroom and

Warehouse :

Located at:

Chakan (parallel to the Nashik Pune Highway), Maharashtra, India

 

 

Representative Office :

Located at

·         Bangalore

·         Delhi

·         Coimbatore

·         Mumbai

·         Chennai

 

 

Their Dealers are located in Jamshedpur, Pune etc.

 


 

DIRECTORS

 

Name :

Mrs. Anita Sanjay Waghulade

Designation :

Director

Address :

Plot No. 464/ 27 A, PCNDTA, Nigdi, Pune - 411 044, Maharashtra, India

Date of Birth/Age :

40 Years

Qualification :

B. Com.

Date of Appointment :

01.08.2005

 

 

Name :

Mrs. Kalpana Nandkishore Sheety

Designation :

Director

Address :

Plot No. 584/ 28, PCNDTA, Nigdi, Pune - 411 044, Maharashtra, India

Date of Birth/Age :

43 Years

Qualification :

M. Com.

Date of Appointment :

01.08.2005

 

 

MAJOR SHAREHOLDERS

 

(As on 29.09.2007)

Names of Shareholders

No. of Shares

Anita Sanjay Waghulade

8000

Kalpana Nandkishore Sheety

2000

 

 

Total

10000

 

List of Allotees

 

Names of Allottees

No. of Shares

Anita Sanjay Waghulade

112000

Kalpana Nandkishore Sheety

28000

 

 

Total

140000

 

Equity shares Breakup (percentage of total equity)

(As on 30.09.2007)

Category

Percentage

Directors or relatives of directors

100.00

Total

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Importer of high quality of cutting tools and measuring instruments.

 

 

Products :

·       High Quality Cutting Tools

·       Measuring Instruments

 

 

Agencies Held :

Carol Lubricants

 

 

Exports :

 

Products :

Carbide Cutting Tools

Countries :

·       Japan

·       Korea

·       Czech Republic

·       Germany

 

 

Imports : 

 

Products :

Tools 

Countries :

·         Japan

·         Korea

·         Portugal

·         Germany

 

 

Terms :

 

Selling :

Cash and Credit (30 days / 60 days / 90 days)

 

 

Purchasing :

L/C

 

 

GENERAL INFORMATION

 

Customers :

·       Wholesalers

·       End Users

 

 

No. of Employees :

20

 

 

Bankers :

·         The Saraswat Co-Operative Bank Limited

Hotel Surya Kiran, Pune Mumbai Road, Chinchwad, Pune, Maharashtra, India

 

·         The Saraswat Co-Operative Bank Limited, Pimpri Branch, Pune.

 

 

Financial Institution :

SBI Factors and Commercial Services Private Limited

Tara Chambers, 2nd Floor, Wakdewadi Branch, Pune – 411 003 Maharashtra, India  

 

 

Facilities :

CC Rs.2.000 millions and LC Rs.6.000 millions 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

Gauri Phadnis

Chartered Accountants

Address :

17, Vijigeeha, Prashant Nagar, Behind Kaka Halwai, Off LBS Road, Pune 411 030, Maharashtra, India

Tel. No.:

91-20-24330505

E-Mail :

gauriphadnis@gvpca.com

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

10000

Equity Shares

Rs.10/- each

Rs.0.100 Million

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

10000

Equity Shares

Rs.10/- each

Rs.0.100 Million

 

 

    

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.01.2008

 

31.03.2007

31.03.2006

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

0.100

0.100

0.100

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

1.294

0.000

0.000

4] (Accumulated Losses)

0.000

(0.344)

(0.448)

NETWORTH

1.394

(0.244)

(0.348)

LOAN FUNDS

 

 

 

1] Secured Loans

0.849

1.991

1.040

2] Unsecured Loans

1.001

1.017

0.700

TOTAL BORROWING

1.850

3.008

1.740

DEFERRED TAX LIABILITIES

0.022

0.023

0.014

 

 

 

 

TOTAL

3.266

2.787

1.406

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

0.175

0.196

0.185

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

0.025

0.026

0.026

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

2.737

2.817

1.582

 

Sundry Debtors

8.890

1.928

0.792

 

Cash & Bank Balances

0.032

0.055

0.000

 

Other Current Assets

0.000

0.199

0.085

 

Loans & Advances

1.667

0.000

0.000

Total Current Assets

13.326

4.999

2.459

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

9.731

2.341

1.233

 

Provisions

0.544

0.109

0.051

Total Current Liabilities

10.275

2.450

1.284

Net Current Assets

3.051

2.549

1.175

 

 

 

 

MISCELLANEOUS EXPENSES

0.015

0.016

0.020

 

 

 

 

TOTAL

3.266

2.787

1.406

 

 

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.01.2008

 

31.03.2007

31.03.2006

Sales Turnover

19.066

7.209

1.350

Other Income

0.073

0.056

0.023

Total Income

19.139

7.265

1.373

 

 

 

 

Profit/(Loss) Before Tax

1.294

0.113

(0.421)

Provision for Taxation

0.000

0.009

0.027

Profit/(Loss) After Tax

1.294

0.104

(0.448)

 

 

 

 

Expenditures :

 

 

 

 

Cost of Goods Sold

14.902

5.488

1.039

 

Direct Expenses

1.418

0.000

0.000

 

Administrative Expenses

1.104

1.136

0.495

 

Interest

0.000

0.324

0.214

 

Financial Charges

0.392

0.000

0.000

 

Depreciation & Amortization

0.028

0.025

0.009

 

Other Expenditure

0.000

0.177

0.046

Total Expenditure

17.844

7.150

1.803

 

KEY RATIOS

 

PARTICULARS

 

 

31.01.2008

 

31.03.2007

31.03.2006

PAT / Total Income

(%)

6.76

1.43

(32.62)

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

6.76

1.55

(30.66)

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

9.56

2.16

(15.77)

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.93

(0.46)

(1.21)

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

9.71

(21.45)

(7.72)

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.29

2.04

1.91

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Trade References:

 

·         Widin Company Limited, Korea

·         Palbit Cutting Tools Solutions, Portugal

·       2 P Ventures

·       A B Engineers

·       Accord Tools and Accessories Private Limited

·       Acme Industries

·       Ahmadnagar Forgings Limited

·       Alka Engineering Works

·       Amforge Industries Limited

·       Amok Minning and Drilling Equipment Private Limited

·       Arihant Auto Components Private Limited

·       Arihant Domestic Appliances Private Limited

·       Arihant Steel and Metal Wires Private Limited

·       Aswan Intel Engineering Company LLC

·       Automotive Stampings and Asseemblies Limited

·       Avitosh Enterprises

·       Auto Line Industries Limited

·       Bajaj Auto Limited

·       Bajaj Tempo Limited

·       Bajaj Tool Private Limited

·       Ball Race Manufacturing Company Private Limited

·       Balzers India Limited

·       Creative Components Private Limited

·       Cascade Fans Private Limited

·       Bitil Oil India Private Limited

·       Carboline Tooling

·       Dev International

·       Econ Tooling Systems Private Limited

·       Ghatge Patil Industries Limited

·       Grindwell Industries

·       India Forge and Drop Stamping Limited

·       Jaya Hind Industries Limited

·       Jyoti Tooling

·       Victory Fabrication Engineering Private Limited

·       Windals Auto Private Limited

 

Form 8:

 

Name of the company

KEYTOOL ENGINEERING SOLUTIONS PRIVATE LIMITED

Presented By

The Saraswat Co-operative Bank Limited

1) Date and description of instrument creating the change

·         Agreement of Hypothecation of Movable Property dated 7th December, 2005

·         Letter Evidencing Deposit to Title Deeds dated 7th December, 2005

(Both these documents constitute single charge)

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

Rs.2.000 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

The Borrower/s doth do hereby hypothecate in favour of the Bank all the stock, Tangible Movable Property/ including the stocks for the time being whether new or manufactured or in process of manufacturing and every Tangible Movable Property / machinery / plant (both present and future) belonging to the Borrower and lying at Borrower’s place of business or any where else.

 

The borrower/s doth do hereby hypothecate and charge in favour of the Bank by way of First Charge all the Book Debts, outstandings, monies receivables, claims and approved book debts due to the borrower and bills which are now due and owing or which mat at any time hereinafter during the continuance of this security become due and owing to the Borrower/s in the course of his business from any person, or local or Public body or authority.

 

All that piece and parcel of the land situated at Gat No. 626/1, admeasuring O H 6.5 R i.e. 650 sq. mtrs. bearing private plot no. 2, at Village Kuruli, Khed, Dist – Pune, together with the Building, other structure and fixed machinery and plant, fixture and fitting erected, electrical installation and installed whether present or future, and all easementary rights.   

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

1.       Facility : Cash Credit

2.       Rate of Interest : PLR : 11.5% p.a. with monthly rests or at such rates as may be prescribed by the bank from time to time.

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

The Saraswat Co-Operative Bank Limited, Pimpri Branch, Pune.

6) Date  and brief description of instrument modifying the charge

Not Available

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 Available

 

 

Corporate identity number of the company

U51503PN2005PTC021087

Name of the company

KEYTOOL ENGINEERING SOLUTIONS PRIVATE LIMITED

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

First Floor, Plot No. 2, Gat No. 626, Opposite Gabriel India Limited, Pune Nashik Highway, At Post Kuruli (Chakan), Taluka Khed, Pune – 411 501, Maharashtra, India

This form is for

Creation of charge

Type of charge

·         Book debts

·         Others

o        Stock

Particular of charge holder

SBI Factors and Commercial Services Private Limited

Tara Chambers, 2nd Floor, Wakdewadi Branch, Pune – 411 003 Maharashtra, India  

Nature of instrument creating charge

Agreement for factoring facilities (Hypothecation Agreement). The agreement executed on 26.04.2008.

Date of instrument Creating the charge

26.04.2008

Amount secured by the charge

Rs.13.000 millions

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

·         Rate of Interest

The finance charge will be at FPLR+1.50% i.e. effective 14% at monthly rests. Penal interest 1% from the date of irregularity up to 29 days. 2% from the date of irregularity after 45 days and 3% irregularity continue after 45 days. Commitment charges 0.25% on unitized portion if average utilization is less than 60% annually.

 

·         Terms of repayment

As factoring is based on whole turnover concept, all credit invoices raised on all the mutually approved customers whose names have been appeared in the sanction letter should be routed through SBI Factors and Commercial Services Private Limited. Post dated cheques be submitted along with the accepted Hundi while factoring invoices under the PBF facility.

 

·         Margin

Margins on prepayment facility : 30%

 

·         Extent And operation of the charge

Entire Single charge on the stock and book debts for the receivables factoring and for Purchase Factoring facility the instruments duly drawn in favour of SBI Factors and Commercial Private Limited, with continuation charge on 30% cash collateral in the form of TDR duly pledged of which 10% up-front and remaining amount will be built up within 6 months. Personal Guarantee by the two directors for the factoring facility. Prepayment against invoices maximum 70% of face vale maximum not exceeding 13.000 millions.

Particulars of the property charged

Entire Single Charge on the present and future book debts recorded about the mutually agreed and approved debtors for which the reference has been given and for which the is being maintained at the factory and registered office of the company situated a Plot No. 2, Gat No. 626 opp. Gabrial Indi, Chakan, At post Kurli, Taluka Khed Distt Pune – 410501.

 

 

Introduction:

 

Subject is an importer and distributor for high quality cutting tools and measuring instruments. They are based in Chakan which is a rapidly developing industrial / commercial town about 25 kilometers from Pune city. They wish to take this opportunity to introduce ourselves and inform us about overall activities expecting to start a long lasting business relationship with your company.

 

Strengths:

 

·         Excellent infrastructure i.e. 5000 sq. ft. modernized and fully computerized office/ showroom and warehouse in Chakan located parallel to the Nashik Pune highway.

·         Extremely experienced and highly dedicated marketing / application / sales and commercial team who will support customers to establish the cost effectiveness of the solutions provided through Keytool.

·         Well spread network of 15 dealers appointed all over India who are technically strong and also have their own team of experienced sales and marketing engineers.

·         Shorter delivery time dur to huge stocking capacity for all standard items at end to reduce inventory carrying costs.

·         Large product base from reputed manufactures in India and abroad. Making products available for lowest end application to the highest end application.

·         Policy of working with everyone in a concept of low margins and very high volumes.         

 

Existing Range of Products:

 

Union Tools Limited, Japan

·         Solid carbide end mills for high end application for high maching with material hardness above 50 HRC.

·         PCB and micro drills for very small diameters and special applications.

·         End mill run-out tester for checking radial and axial runouts of end mills in running conditions (contact free testing).

 

Miranda Tools Limited, India

·         HSS Drills – Jobbers, tapers, center drills

·         HSS and Carbide End Mills

·         HSS Reamers

·         Tungsten Carbide Rotary burrs

·         Measuring Instruments – Vernier Calipers, Micrometers, Tesa Height masters

·         Pneumatic Tools – Die grinders, Pencil Grinders

·         Drill Point Re-sharpening machines for HSS and carbide drills

·         T-Slot covers for protecting T-Slot of milling machines form burr clogging

 

Kalra Tools, India

·         HSS cut taps

·         HSS In-roll taps

·         HSS Special taps (like thru coolant taps) for special application

 

SAK Abrasives Limited, India

Manufactures of Bonded and Vitrified grinding wheels like Off hand wheels, tool room wheels, cur-off, cylindrical, centerless wheels. Also they used to cater all special type of vitrified wheels as per customer’s requirements.

 

LMT Fette GmbH, Germany

·         Boehlerit Products: Indexable inserts, toolholder, solid carbide rods, etc

·         Fette: HSS-E, HSS-E-PM cut tapes, roll taps, indexable taps, thread rolling systems that can be fitted of CNC turning machines.

 

Haimer GmbH, Germany

·         Manufacture of CNC Tool Holders

·         Measuring instruments

·         Balancing machines

·         Shrink fir machines and tools holders

 

TSE Tube Scarfing Equipment Company

·         Manufacturer of internal tube scarfing carbide rings

·         External OD scarfing inserts

·         Tube scarfing tool hilders and total equipments for tube scarfing

 

CAROL Petroleum Limited, India

·         Soluable cutting oils (Minerals, Semi Synthetic, Synthetic)

·         External OD Scarfing inserts

·         Rust Preventive Oils (Dewatering, Oil based, Dry Coating, Bitumen Based)

·         Spindle Oils, Gen-set oils, Gear oils, Heat Transfer Fluids

·         Hydraulic, drawing oils, rolling oils, quenching oils, turbine oils, slide way oils

 

Apart from these also import and supply precision measuring machines like:

·         Helious (Mahr) Universal measuring machines, Germany

·         ARC Video measuring systems, Taiwan

·         Kosaka Contour measuring machines, Japan

 


 

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.47.67

UK Pound

1

Rs.75.47

Euro

1

Rs.61.19

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

3

PAID-UP CAPITAL

1~10

3

OPERATING SCALE

1~10

3

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

5

--PROFITABILIRY

1~10

2

--LIQUIDITY

1~10

4

--LEVERAGE

1~10

4

--RESERVES

1~10

3

--CREDIT LINES

1~10

3

--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

 

30

 

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