Amended Rules for Significant Beneficial Ownership Will Be Real Test for Companies
The revised rules determining significant beneficial ownership (SBO) have been drastically changed by the ministry of corporate affairs (MCA) only with the intent to facilitate the implementation of the provision and to remove the practical difficulties faced by the stakeholders in complying with the requirements of the provisions. 
 
While the revised rules and forms seem to simplify and ease the practical implementation of the rules, the real test will be for the companies to ensure compliance of the revised requirements and to implement them. Due to the lowered threshold limit for determining the ownership, the compliance burden of the companies will increase drastically and, hence, it will be interesting to witness how the companies implement the provisions of the revised rules.
 
Amendments to Sections 89 and 90 are some of the key changes brought in by the Companies (Amendment) Act, 2017 (‘Amendment Act’). While the Amendment Act has been enforced in phases, stakeholders were given the option to provide public comments on the draft rules in relation to SBO, which was issued by the MCA on 2 February 2018. Thereafter, on 14 June  2018, the MCA vide its notification, has enforced the provisions of the amended Section 90 of the Companies Act, 2013 and has also issued the Companies (Beneficial Interest and Significant Beneficial Interest) Rules, 2018 (‘SBO Rules’)  in relation to the determination of SBO. 
 
Thereafter, considering various practical difficulties in implementing the provisions of the SBO rules, MCA on 8 February 2018 has notified the revised rules in order to facilitate better implementation of the provisions. 
 
The following article explains the revised requirement of the rules and responsibilities of the companies and the immediate actionables to be taken in order to comply with the revised requirements.
 
Meaning of SBO
 
As per the amended Section 90 of the Companies Act, 2013 (‘Act’), SBO is understood as:
 
“Every individual, who, acting alone or together, or through one or more persons or trust, including a trust and persons resident outside India, holds beneficial interests, of not less than twenty-five per cent or such other percentage as may be prescribed, in shares of a company or the right to exercise, or the actual exercising of significant influence or control as defined in clause (27) of section 2 of the Act.
 
As per the definition provided in the Act, the government is empowered to prescribe other holding percentages even for the determination of the SBO. Accordingly, the revised rules provides the following definition as -
 
“Significant Beneficial Owner in relation to a reporting company means an individual referred to in sub-section (1) of section 90, who acting alone or, together, or through one or more persons or trust, who possesses one or more of the following rights or entitlements in such company, namely:-
 
  • Holds indirectly, or together with any direct holdings, not less than ten percent of the shares;
  • Holds indirectly, or together with any direct holdings, not less than ten percent of the voting rights in the shares;
  • Has the right to receive or participate in not less than ten percent of the total distributable dividend, or any other distribution, in a financial year through indirect holdings alone, or together with any direct holdings;
  • Has the right to exercise or actually exercises, directly or indirectly, significant influence or control, in any manner other than through direct holdings alone.
 
Significance of Indirect Holding / Entitlement
 
The definition clarifies that if an individual does not hold any right or entitlement indirectly as per the above-mentioned clauses, then he should not be considered to be a significant beneficial owner. Therefore, as per this clarification, in order to be an SBO, a person must have an indirect right or entitlement and where the person has only direct holding, he shall not be termed as the SBO. This is mainly because the provisions have been framed to identify the ultimate beneficial owners—‘Parde ke peche ka insaan’, so, where the owners are well disclosed to the company, the application of the said rules will be of no use.
 
Determining ‘Direct Holding’
 
An individual shall be considered to hold a right or entitlement directly in the reporting company, if he satisfies any of the following criteria:
 
  • the shares in the reporting company representing such a right or entitlement are held in the name of the individual – this means that the name of such person should be reflected in the register of members of the company.
  • the individual holds or acquires a beneficial interest in the share of the reporting company under sub-section (2) of section 89, and has made a declaration in this regard to the reporting company – this means that the company must be fully informed about the details of such person by furnishing form MGT 4 and MGT 5.

 

The significant beneficial ownership, in case of persons other than individuals or natural persons, shall be determined as under:

 
Determining ‘indirect holding’
 
An individual shall be considered to hold a right or entitlement indirectly in the reporting company, if he satisfies any of the following criteria:
 
 
Meaning of the Term Majority Stake
 
This term has been newly inserted in the revised Rules, which has been defined to mean:
 
a) holding of more than 50% of the equity share capital in the body corporate; or
b) holding of more than 50% of the voting rights in the body corporate; or 
c) having the right to receive or participate in more than 50% of the distributable dividend or any other distribution by the body corporate.
 
Meaning of the Phrase ‘Persons Acting Together’
 
The erstwhile rules did not specify the meaning of this phrase and, hence, it was left open for different interpretations. In this regard, the revised Rules prescribe the meaning of the phrase, as per which: 
 
If any individual, or individuals acting through any person or trust, act with a:
 
  • common intent; or 
  • purpose of exercising any rights or entitlements; or 
  • exercising control; or 
  • significant influence, 
 
over a reporting company, pursuant to an agreement or understanding, formal or informal, such individual, or individuals, acting through any person or trust, as the case may be, shall be deemed to be 'acting together'.
 
Meaning of Shares
 
As per the revised Rules, apart from the equity shares, the instruments in the form of global depository receipts, compulsorily convertible preference shares or compulsorily convertible debentures shall also be treated as ‘shares’.
 
Declaration of Beneficial Interest by SBO 
 
Responsibility of the reporting company:
Every reporting company is required to take necessary steps to find out if there is any individual who is the SBO in relation to that reporting company, and if so, identify him and cause such individual to make a declaration in Form No. BEN-1.
 
Responsibility of the SBO:
 
Initial Disclosure:
Every individual who is an SBO in a reporting company, is required to file a declaration in Form No. BEN-1 to the reporting company within 90 days from 8 February 2019. 
 
Continual Disclosure:
Every individual, who subsequently becomes an SBO/ or where his significant beneficial ownership undergoes any change, shall file a declaration in Form No. BEN-1 to the reporting company, within 30 days of acquiring such significant beneficial ownership or any change therein. 
 
Clarification with Regard to Becoming the SBO or any Change Therein during the Transition Time
 
Where an individual becomes a SBO, or where his significant beneficial ownership undergoes any change, within 90 days of the commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019, it shall be deemed that such individual became the significant beneficial owner or any change therein happened on the date of expiry of ninety days from the date of commencement of the said rules, and the period of 30 days for filing will be reckoned accordingly.
 
Filing of Return of SBO
 
The declaration of beneficial interest received by the company, is required to be filed in Form No. BEN-2 with the registrar in respect of such declaration, within a period of 30 days from the date of receipt of declaration by it.
 
Register of SBO in a Company
 
Every company is required to maintain a register of SBOs in Form No. BEN-3. 
 
Also, this register shall be open to for inspection during business hours, at such reasonable time of not less than two hours, on every working day as the board may decide, by any member of the company on payment of such fee as may be specified by the company but not exceeding fifty rupees for each inspection.
 
Duty of the Reporting Company
 
Every reporting company should in all cases where its member (other than an individual), holds not less than 10% of its;- 
 
(a) shares, or
(b) voting rights; or
(c) right to receive or participate in the dividend or any other distribution payable in a financial year, 
 
give notice to such member whom the company knows or has reasonable cause to believe— 
 
  • to be a significant beneficial owner of the company; 
  • to be having knowledge of the identity of a significant beneficial owner or another person likely to have such knowledge; or 
  • to have been a significant beneficial owner of the company at any time during the three years immediately preceding the date on which the notice is issued, 
  • and who is not registered as a significant beneficial owner with the company as required under this section. 
 
Seeking information from such person, in Form No. BEN-4:
 
Exemptions Provided 
 
The rules are not applicable to the extent the shares of the reporting company are held by:
 
  • IEPF authority;
  • its holding reporting company, however, the details of such holding reporting company shall be reported in Form No. BEN-2;
  • the Central government, state government or any local authority;
  • reporting company; or a body corporate; or an entity, controlled by the Central government or by any stare government or governments or partially by the Central government and partly by one or more state governments;
  • SEBI registered Investment Vehicles such as mutual funds, alternative investment funds (AIF), Real Estate Investment Trusts (REITs), Infrastructure Investment Trust (lnVITs) regulated by the Securities and Exchange Board of India;
  • Investment vehicles regulated by Reserve Bank of India, or Insurance Regulatory and Development Authority of India, or Pension Fund Regulatory and Development Authority.
 
Format of Form/ e-Form
 
The revised format of the Forms BEN-1, BEN2, BEN-3 and BEN -4 has been provided; however, the electronic version of the BEN-2 is still awaited. 
 
(CS Nikita Snehil works with Vinod Kothari & Co)
 
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The Curious Case of the Angry Ambani
For someone who cut his teeth in the family business as the suave, media face of a large and controversial group, Anil Ambani is an amazingly angry man these days. 
 
He is making enemies of the media, politicians and business partners with rare determination, even as the business empire that he wrested from his brother, Mukesh Ambani, after a horrendous public war, appears to be crumbling. The group has lost 68% in market value—or Rs47,300 crore—in the past 12 months. 
 
Anil Ambani’s role in the Rafale jet purchase deal—which is now as controversial as Bofors—is where he seems to have gone completely ballistic. According to reports, the defamation suits, filed against media houses, journalists and nine Congress Party functionaries, had added up to a phenomenal Rs75,000 crore in the past one year. 
 
Apart from suing those who wrote about his role in the Rafale deal, there are defamation suits filed over the sale of his electricity distribution company to the Gautam Adani group and the sale of telecom assets to Mukesh Ambani which has now fallen through. The demand for damages in each of these cases has ranged from Rs1,000 crore to as much as Rs10,000 crore. The numbers alone are enough to warrant a serious debate on defamation as an exercise to gag the media or suppress negative information. 
 
All this has serious implications for investors, especially those whose money goes into the capital market through mutual funds (MFs) and pension funds. Investors depend on expert fund managers and analysts to be alert, on top of developments and act quickly, to protect their wealth. What if they are prevented from doing their fiduciary duties to act in a fair and free manner? And who decides whether an action to sell shares in the market is negative and malicious at any particular time or proper and in investor interest? 
 
We have two such situations here. Last week, I wrote about the Essel/Zee group where lenders (including MFs that had no business to lend against promoters’ shares) have done a risky deal, ostensibly to protect investor interest. They have jointly agreed to desist from selling shares pledged by Subhash Chandra for a few months, giving him time to raise funds through a strategic investor who could hold as much as 50% of the equity. Since the regulator is silent about the deal, we have no idea whether it will actually proceed as hoped by the, so-called, committee of lenders. 
 
Meanwhile, the failure of the Reserve Bank of India (RBI) to act against the over-leveraged Infrastructure Leasing and Financial Services (IL&FS) for two years and allowing it to create a complex maze of companies and subsidiaries has jeopardised the savings of MF and provident fund investors. Yet, the regulator has not been held accountable and the founding cabal, responsible for inflicting huge losses on investors, appears to be getting away lightly.
 
It is in this context that we need to look at the litigation and notices exchanged between the Anil Ambani group and Edelweiss (specifically ECL Finance Ltd, a debenture-holding company) with whom he had pledged shares of Reliance Power Ltd (RPL). 
 
Edelweiss has been accused hammering the price of Ambani shares by invoking the pledge on them which, allegedly, amounted to dumping shares in the market, instead of trying to get the best prices for them. Did Edelweiss really have a choice? 
 
On 1st February, Reliance Communications (RCom) filed for bankruptcy after its Rs23,000-crore deal with Mukesh Ambani, for sale of telecom equipment, which was seen as a lifeline for the beleaguered group, had fallen through. 
 
Meanwhile, its creditor Ericsson India Limited had filed three insolvency petitions demanding jail time for Anil Ambani for failure to repay its outstandings. On 13th February, the Supreme Court heard and reserved judgement on the issue. Ericsson argued in Court that Mr Ambani had issued a personal guarantee against the borrowing which was independent of his ability to sell RCom shares. 
 
All this was already impacting stock prices of the group and the stage was set for a further decline. So, on 5th February, Edelweiss sold nearly Rs6 crore of RPL’s shares, after issuing the company a notice on 4th February. The Anil Ambani group responded by rushing to the Bombay High Court seeking a reversal in the sale of shares. It also dashed off a letter to the Securities & Exchanges Board of India (SEBI) seeking action against Edelweiss. 
 
In Court, on 13th February, Janak Dwarkadas, counsel for Edelweiss, pointed out that Edelweiss was within its rights to sell shares, after giving a 24-hour notice. He also pointed out that RPL had previously ignored demands to pay an additional interest of 2% on its loans after its share price had plummeted in August 2018. Again, when RCom filed for bankruptcy, it allegedly did not bother to communicate to Edelweiss. The Court refused any interim relief to RPL and will hear the matter today. 
 
Meanwhile, RPL’s letter to SEBI, on 11th February, demanded a ban on Edelweiss from the capital market as being not fit and proper. Its main allegations are largely procedural – essentially that Edelweiss usurped the powers of the debenture trustee and allegedly “flouted documented process and safeguards for enforcement of security.” (See full letter below).
 
 
The letter also argues that Edelweiss ‘hammered’ RPL’s shares and Futures, at its own broking arm, leading to a 57% drop in share price. If Edelweiss has, indeed, done this, which seems unlikely, it would be a foolish move that ought to be investigated and punished by SEBI. However, market participants point out that the mere sale of pledged shares would lead to a precipitous fall when there are no buyers for a beleaguered stock!
 
While RPL accuses Edelweiss of decimating “value for over 31 lakh retail public shareholders” of RPL, Edelweiss says it has "acted responsibly, not only in safeguarding the interests of its investors but also in ensuring that market integrity is maintained."
 
Edelweiss may have given a push to the fall in prices, but the many actions of the Anil Ambani group as well its past record had already combined to decimate the value of its various listed companies. It is another matter that the group does not seem to grasp the enormity of what is going on and is busy filing a public offer for its general insurance company. 
 
Let’s try and understand why this concerns investors in general. 
 
For starters, India has followed the world in adopting disclosure-based regulation which puts the onus on investors to read public disclosures and act on them sensibly. What happens when companies fail to make proper disclosures or attempt to gag those who are most likely to put this information in the public domain, namely, media and analysts? 
 
Secondly, what happens if companies use their financial and political clout over government and regulators to try and browbeat investors/MFs from selling these shares at, what they consider, the best time to optimise gains or reduce losses? 
 
If this were to happen, the entire edifice of disclosure-based investment would break down – and we are already seeing this happen repeatedly. The National Stock Exchange’s (NSE’s) attempt to gag Moneylife by slapping a Rs100-crore defamation suit was a similar display of financial muscle to stop the various irregularities from coming to light. It, subsequently, led to a complete clean-up of top management and the investigation continues.
 
Thirdly, Edelweiss’s actions in selling shares to protect itself were straightforward. It was nowhere as unorthodox as the lenders forming a committee to protect the price of Zee group shares. If SEBI is silent about that move, ostensibly to protect ‘investor interest’, it cannot possibly fault a rapid sale by Edelweiss to salvage whatever value it can from the RPL shares in the event of a bigger crash. Who is to decide whether its actions precipitated a crash or was it merely the first out of the gate?
 
Since the market regulator has abdicated its responsibility by remaining silent, the courts may have to decide this highly complex and sensitive issue. Isn’t that completely at odds with the idea of independent regulators with domain expertise? But, like many other aspects of India’s business and economy, we will have to muddle through the situation to find solutions.
 
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COMMENTS

Sudhakar Ojha

3 months ago

Another reason why defamation Law should be scrapped. The least that can be done in the immediate term is to exempt analysts and fund managers and press from such prosecution.

Amit Upadhye

3 months ago

Great efforts from Moneylife team on putting up a fight with the mighty lobbyist whose interest is to fool the investors. kudos again for your efforts.

Shashikala

3 months ago


If customer has been passed away what documents have to upload for the nominees .

REPLY

K V RAO

In Reply to Shashikala 3 months ago

Nominees have to just furnish death certificate. Nominees can claim deposits but they hold them in trust.

Amit Jain

3 months ago

Anil Ambani's role in Rafale puchase is controversial??????????????????? As controversial as Bofors?????????????

K V RAO

3 months ago

It is fashionable to blame AA as he has fallen from the grace due to his own mishandling the empire on hand. A bit of history how the two brothers commenced their journey after the demise of Dhirubhai Ambani is in order. Their mother entrusted the task of dividing the moolah to K V Kamath who was a close family friend of Dhirubhai Ambani. KVK did a good job of distribution of business and allocation of assets and wealth. In fact he obliged AA at the request of AA's mother to allot Reliance Communications (RC)to AA. AA was bent upon getting it as he foresaw bright prospects to telecommunication business. Rest his history. But what went wrong with AA and how MA sustained the businesses acquired by him with meticulous concentration? MA's late entry to telecom sector (read Jio) disrupted Airtel, Idea, and other big wigs. AA's strategy of unrelated diversifications led to thin spread of capital and he lost focus in midway. Further his flamboyant style and relationship with certain political friends diverted his valuable time and energy. Whereas MA's calculated approach and smart moves resulted in huge value additions. No doubt MA helped his brother in taking over certain telecom assets to relieve the debt burden. But piled up debts of AA have made all his businesses non-viable due to overreach of interest coverage from earnings. His financial fortunes will further deteriorate with no prospects of returning home.

REPLY

AAR

In Reply to K V RAO 3 months ago

Split was never equal. MA got the cash cow petroleum. AA got the new and future unknown sectors. Difference is showing up now.

K V RAO

In Reply to AAR 3 months ago

How can we assume petroleum is a cash cow when margins are very less in that business?

Further if we go through the history of that time, it is clear AA was keen on getting the telecom sector and so he persuaded his mother to make K V Kamath agree to allot Reliance Communications (RC) to him. AA perceived RC with certain amount of flamboyance and prestige. Even MA was keen on getting it. There was no way that petroleum and telecom business could have been allocated to single Ambani. KVK obliged the mother and so AA walked out happily with RC after the partition. Partition was a zero time and both perceived and accepted their share professionally and without at least outward expressions of any disappointment. Rest is however history. Difference is showing up only due to mishandling of portfolios by AA and meticulous approach of MA to his businesses. I however do not hold any brief to MA/AA but used to followup the developments out of sheer curiosity. There are lot more points but a brief rejoinder is adequate for all the viewpoints expressed herein.

I request AA to go through the readings of that time which will surely set right all doubts.

To conclude, two case studies can be excellent learnings in business strategies and their outcome.

AAR

In Reply to K V RAO 3 months ago

Petroleum is not cash cow? RIL generates Rs5000+ crores profits every quarter.

K V RAO

In Reply to AAR 3 months ago

I don't know about petroleum business cash profit. This much I can say. In petroleum, margins are very low. It's volume business. With 3% margins it has to take care all expenses

SURAJIT SOM

In Reply to AAR 3 months ago

Cash cow-that is the difference between MA and AA. Jio has become -lets admit it-a phenomenon. Now lets look at Reliance Power. Its IPO debut was a dream in a country where most people do not have power. In other words , unlimited demand . Sky was the limit. Now you look at RP. That is the difference between MA and AA. One CREATES cash cow, the other destroys it !!!!

Akshay Rajput

3 months ago

यही अपराध में हर बार करता हु..
"अंबानी" नाम से ,लोगो के पैसों से नई कंपनी स्टार्ट करता हु

Whatsapp Mania

3 months ago

Both Ambanis are chors..we are already seeing Govt bending over E-commerce regulations: 1) restriction on sellers 2) data draft policy 3) exclusive deals etc etc
For the older Ambani

REPLY

K V RAO

In Reply to Whatsapp Mania 3 months ago

Sir please do not use "Chor" such a strong word. You have every right to express your viewpoints and there is a merit in every argument and counter argument. In fact you have covered certain points which none has used them. Issue becomes very complicated when many professionals come together and put forward their viewpoints.

To conclude,just a joke, shall we agree to disagree?

SURAJIT SOM

In Reply to Whatsapp Mania 3 months ago

It is thoroughly unfair to compare MA and AA. Billionaires are not angel . Nobody is including me or you. But people like them can contribute a lot ( like Ford made to America). MA's Jio has revolutionised India's digital world. Now a poor labourer watches movie on a mobile !!! Do you know or remember what was the situation when Sarkar used to monopolise telephone services ? Infosys had to wait for two years to get a Sarkari telephone !!!!

Ramesh Poapt

3 months ago

anil is unlucky....not fraud...i wish he will come stronger in future.

REPLY

K V RAO

In Reply to Ramesh Poapt 3 months ago

Definitely AA has not committed any fraud. But to bring luck factor in business events is little out of place discussion. Are we all groping in dark seeking reasons for failed strategies? Unrelated diversifications, lack of promoters interest, too many eggs on hand, etc have been responsible for the fall of AA's business empire. Even the well managed Airtel and Idea have suffered in telecom business due to disruption mounted by MA. When that is the situation, the flagship company (read Reliance Communications)is bound to face huge problems. When the management is not capable of handling related issues, it becomes a hopeless business situation.

Akshay Rajput

In Reply to Ramesh Poapt 3 months ago

It's his luck which make him use Dhiru bhai Ambani's Name

Ravinder Makhaik

3 months ago

I find it very amusing to try and stop an investor (be it an investment/mutual fund group) from selling shares / pledged shares when there is a very plausible case of incurring a greater loss if not acted upon the available information at a given time.

With the kind of controversy the Anil Ambani Group has generated around itself, the risks have only mounted and a fire sale is a sensible 'merely the first out of the gate' policy.

SURAJIT SOM

3 months ago

AA is " justified" for being furious. Because Edelwiess was following rule but AA never believed in dong that. He was once fined by SEBI . Right ? Reliance Power made record when its subscription for IPO opened in 2008. Within minutes it was oversubscribed !!!! Probably a world record. The finance minister of India was euphoric. After that ? Crores of investors lost money (including me ). And now it is hitting one low after another. What an irony !!!!

REPLY

Akshay Rajput

In Reply to SURAJIT SOM 3 months ago

यही अपराध में हर बार करता हु..
"अंबानी" नाम से ,लोगो के पैसों से नई कंपनी स्टार्ट करता हु

Gurudutt Mundkur

3 months ago

He has himself to blame. Inability to accept facts that he was outwitted by a his smarter elder brother has led to this state of his financial crises. May be there are more, which I do not know about and the media is silent for reasons of propriety.

SuchindranathAiyerS

3 months ago

India's efforts to dumb down India since 1947 by corroding education, merit and integrity with reservations and extortion fomenting laws is yielding results everywhere.

REPLY

AAR

In Reply to SuchindranathAiyerS 3 months ago

Capital Markets, Banks, Accountants and Auditors are monopolized by Brahmins and Gujjus. When everything is good, they pocket the bonus and take credit. When their greediness and lack of integrity causes the failure, they simply blame reservations. Shameful.

K V RAO

In Reply to AAR 3 months ago

Why please bring casteism? Let us have a professional approach. Our reader friend AAR is quite capable of mooting professional viewpoints on a business topic like this.

AAR

In Reply to K V RAO 3 months ago

I was replying to a casteist comment.

SURAJIT SOM

In Reply to AAR 3 months ago

The problem is caste is omnipotent in India. It is the elephant in the room. We can "eradicate" it, yes. On paper only !!! Look at reservation. Remember even Christian, Sikhs , Muslims discreetly practice casteism in India. In many parts of India( need i take names ? ) it dominates so many aspects of everyday life and politics. Our NETAS happily fish in "castetist" water.

sachin Ghatge

3 months ago

very good & informative coverage

SEBI eases norms for non-residents to transfer shares to kin
Capital markets regulator SEBI on Monday granted relaxation to non-residents from furnishing PAN card details to transfer equity shares to their immediate relatives subject to conditions.
 
According to the SEBI, many non-residents such as Non-Resident Indians (NRIs), Overseas Citizens of India (OCIs), Persons of Indian Origin (PIOs) and foreign nationals have been facing difficulties in transferring shares held by them since many of them do not have PAN card.
 
"In order to address the difficulties faced by such investors, it has been decided to grant relaxation to non-residents (such as NRIs, PIOs, OCIs and foreign nationals) from the requirement to furnish PAN and permit them to transfer equity shares held by them in listed entities to their immediate relatives...," the SEBI said in a circular.
 
Accordingly, the relaxation shall only be available for transfers executed after January 1, 2016. 
 
"The relaxation shall only be available to non-commercial transactions, i.e. transfer by way of gift among immediate relatives," the circular said.
 
"The non-resident shall provide copy of an alternate valid document to ascertain identity as well as the non-resident status."
 
Disclaimer: Information, facts or opinions expressed in this news article are presented as sourced from IANS and do not reflect views of Moneylife and hence Moneylife is not responsible or liable for the same. As a source and news provider, IANS is responsible for accuracy, completeness, suitability and validity of any information in this article.
 

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