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KEY MANAGERIAL PERSONNEL IN A COMPANY: LAW AND PROCEDURE UNDER COMPANIES ACT 2013

>> Apr 27, 2014

REQUIREMENT OF APPOINTMENT OF KEY MANAGERIAL PERSON IN A COMPANY

As per Section 203 (1) read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have the following whole-time key managerial personnel’s,—

(i) Managing director, OR Chief Executive Officer OR manager and in their absence, a whole-time director;
(ii) Company secretary; AND
(iii) Chief Financial Officer:

In this regard the following points to be noted:

(1)           An individual shall not be appointed or reappointed as the chairperson of the company as well as the managing director or chief executive officer of the company at the same time unless (a) the articles of such a company provide otherwise; or (b) the company does not carry multiple businesses:

(2)               Appointment of whole-time key managerial personnel should be in a Board meeting and by way of passing a Board resolution. The Board resolution should contain the terms and conditions of the appointment including the remuneration of such personnel.

(3)              If the office of any whole-time key managerial personnel is vacated (by resignation or otherwise), the resulting vacancy shall be filled-up by the Board of directors at a Board meeting within six months from the date of such vacancy.

(4)          Whole-time key managerial personnel can’t hold office in more than one company except in its subsidiary company at the same time. However, with the permission of the Board of directors, such key managerial personnel may be appointed as a director in any other Company. To clarify, a whole time key managerial person can’t hold any office in other companies at the same time (either as a director or otherwise) except (a) in its subsidiary company (b) as a director in any other company with the previous approval of Board.

(5)               A person can’t be appointed as a managing director of a company if he is the managing director or manager of another company except if such person is the managing director or manager of NOT MORE THAN ONE COMPANY he can be appointed as a managing director if his appointment is approved by a resolution passed at a meeting of the Board with the consent of all the directors present at the meeting. For such Board meeting specific notice should be been given to all the directors then in India.

PENALTY

If a company contravenes the aforesaid provisions (contained in Section 203 of the Companies Act), the company shall be punishable with a minimum fine of Rupees one lakh and maximum of Rupees five lakh. In addition every director and key managerial personnel of the company who is in default shall be punishable with fine which may extend to fifty thousand rupees and where the contravention is a continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which the contravention continues.

ROC FILING FOR APPOINTMENT OF KEY MANAGERIAL PERSONNEL AND/OR CHANGES IN KEY MANAGERIAL PERSONNEL:

The Company is required to file a form MR. 1 for appointment of key managerial personnel (i.e. Managing Director, Whole Time Director or Manager, Chief Executive Officer (CEO), Company Secretary and Chief Financial Officer (CFO)).

Form MR 1 should be filed within sixty days from the date of appointment.

In addition to the aforesaid, form DIR 12 should also be filed with the Registrar of Companies for appointment and/or changes in the key managerial personnel(s) within thirty days of such appointment or change, as the case may be.

DISCLOSURES AND STATEMENT RELATED TO KEY MANAGERIAL PERSONNEL (KMP), DIRECTORS AND OTHER EMPLOYEES IN THE BOARD REPORT
(1)        
           EVERY LISTED COMPANY shall make the following disclosures in its Board report related to key managerial personnel ’s:

a)                    the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; (NOTE: “median” means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one)

b)                    the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

c)                    the percentage increase in the median remuneration of employees in the financial year;

d)                    the number of permanent employees on the rolls of company;

e)                    the explanation on the relationship between average increase in remuneration and company performance;

f)                     comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

g)                    variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

h)                    average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

i)                      comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;

j)                      the key parameters for any variable component of remuneration availed by the directors;

k)                    the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and

l)                      affirmation that the remuneration is as per the remuneration policy of the company.

(2)               The board’s report shall include a statement showing the name of every employee of the company, who:

a)                  if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

b)                  if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

c)                  if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

d)                  The said statement shall also indicate –
-          designation of the employee;
-          remuneration received;
-          nature of employment, whether contractual or otherwise;
-          qualifications and experience of the employee;
-          date of commencement of employment;
-          the age of such employee;
-          the last employment held by such employee before joining the company;
-          the percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2) above; and
-          whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager:

e)                  Particulars of employees posted and working in a country outside India, not being directors or their relatives, drawing more than sixty lakh rupees per financial year or five lakh rupees per month, as the case may be, as may be decided by the Board, shall not be circulated to the members in the Board’s report, but such particulars shall be filed with the Registrar of Companies while filing the financial statement and Board Reports. Such particulars shall be made available to any shareholder on a specific request made by him in writing before the date of such Annual General Meeting wherein financial statements for the relevant financial year are proposed to be adopted by shareholders and such particulars shall be made available by the company within three days from the date of receipt of such request from shareholders. In case of request received even after the date of completion of Annual General Meeting, such particulars shall be made available to the shareholders within seven days from the date of receipt of such request.

RECORDS TO BE MAINTAINED AND KEPT BY A COMPANY IN RELATION TO KEY MANAGERIAL PERSONNEL

Rule 17 of Companies (Appointment and Qualification of Directors) Rules, 2014 requires a register of its directors and key managerial personnel to be kept by every company at its registered office. Such register shall have the following details:

a)                  Director Identification Number (optional for key managerial personnel);
b)                  present name and surname in full;
c)                  any former name or surname in full;
d)                  father’s name, mother’s name and spouse’s name(if married) and surnames in full;
e)                  date of birth;
f)                   residential address (present as well as permanent);
g)                  nationality (including the nationality of origin, if different);
h)                  occupation;
i)                    date of the board resolution in which the appointment was made;
j)                    date of appointment and reappointment in the company;
k)                  date of cessation of office and reasons therefor;
l)                    office of director or key managerial personnel held or relinquished in any other body corporate;
m)          membership number of the Institute of Company Secretaries of India in case of Company Secretary, if applicable; and
n)                 
            Permanent Account Number (mandatory for key managerial personnel if not having DIN);

In addition to the details of the directors or key managerial personnel, the company shall also include in the aforesaid Register the details of securities held by them in the company, its holding company, subsidiaries, subsidiaries of the company’s holding company and associate companies relating to- (i) the number, description and nominal value of securities; (ii) the date of acquisition and the price or other consideration paid; (iii) date of disposal and price and other consideration received; (iv) cumulative balance and number of securities held after each transaction; (v) mode of acquisition of securities; (vi)  mode of holding – physical or in dematerialized form; and (vi) whether securities have been pledged or any encumbrance has been created on the securities.

Disclaimer: This writing is not an opinion. Prior advise should be obtained before acting on the same.


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SECTION 185 OF COMPANIES ACT 2013- A SIMPLIFIED APPROACH

>> Apr 25, 2014

SECTION 185 OF COMPANIES ACT 2013- A SIMPLIFIED APPROACH

As per Section 185 of the Companies Act 2013 which is effective from 12th September 2013, the following points are to be noted in relation to loan and/or guarantee and/or security to be provided:

1)         A private or public company can’t grant loan or can extend guarantee or provide security (in relation to any loan) to its directors, or director of holding companies or relative of directors.

2)         A private company can’t provide loan or extend guarantee to another private company if there is a common director or common directors in both the companies.

3)         A private company (lender/guarantor company) can not provide loan or extend guarantee to another private company (borrower company) if the lender/guarantor company’s director or directors are shareholders of the borrower company.

4)         A private company can’t provide loan or extend guarantee to any firm in which any director of such private company or his relative is a partner.

5)         A private company (lender/guarantor company) can’t provide loan or extend guarantee to any private company in which the director of such lender/guarantor company is a shareholder.

6)         A private company can’t grant loan or extend guarantee to a public company if any one or more director whether alone or together holdes 25% shares.

7)         A public company can’t grant loan or extend guarantee to any company (private or public) if any director along or alongwith other directors’ are holding 25% shares or more in that company (borrowing company)

8)         A public company can grant loan or extend guarantee to any public company provide that the directors (one or more) of guarantor company are not holding 25% or more voting shares in the borrowing company.

9)       Any company (private or public) can’t provide any loan or extend guarantee to any body corporate, the Board of directors, managing director or manager, whereof is accustomed to act in accordance with the directions or instructions of the Board, or of any director or directors, of the lending/guarantor company.

10)       A public company may provide loan or extend guarantee to another public company even if there are common directors provided that conditions of point 8 and 9 above are complied with.

11)       Any company (private or public) can provide loan or extend guarantee to its a managing or whole-time directoras a part of the conditions of service extended by the company to all its employees or pursuant to any scheme approved by the members by a special resolution

12)       Any company (private or public) can provide loan or extend guarantee or provide security if it is in the ordinary course of its business at an interest is charged at a rate not less than the bank rate declared by the Reserve Bank of India.

RELATIVE

A person shall be deemed to be the relative of another, if he or she is related to another in the following manner, namely:-

(i)                   If they are members of a Hindu Undivided Family;
(ii)                 they are husband and wife; or
(iii)               Father: Provided that the term “Father” includes step-father.
(iv)               Mother: Provided that the term “Mother” includes the step-mother.
(v)                 Son: Provided that the term “Son” includes the step-son.
(vi)               Son’s wife.
(vii)             Daughter.
(viii)           Daughter’s husband.
(ix)               Brother: Provided that the term “Brother” includes the step-brother;
(x)                 Sister: Provided that the term “Sister” includes the step-sister.



Disclaimer: This is not an opinion. Prior advise should be obtained before acting on the same. 

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POSSIBLE ENTRY OPTIONS FOR SETTING UP AN ENTITY AND DOING BUSINESS IN INDIA

>> Jan 13, 2014

VARIOUS POSSIBLE ENTRY OPTIONS FOR SETTING UP AN ENTITY AND DOING BUSINESS IN INDIA

A foreign company has the following entry options for doing business in India:

·      As an incorporated entity i.e. wholly owned subsidiaries and joint venture companies and limited liability companies; and

·         As an unincorporated entity i.e. liaison, project and branch offices.

These entry options are discussed below:

AS AN INCORPORATED ENTITY


The incorporated entities may be in the form of:

(i)         Wholly Owned Subsidiaries (“WOS”); or
(ii)        Joint Ventures (“JV”)
(iii)       Limited Liability Partnerships (“LLP’s”)

WOS OR JV COMPANY

The WOS or JV may be set up either as a private limited company or a public limited company under the Companies Act, 1956 (“Act” or “CA”). For registration and incorporation of private or public company, an application has to be filed with the Registrar of Companies of the relevant state in which the company is to be incorporated (“ROC”). Once a company has been registered and incorporated as an Indian company, it is subject to Indian laws and regulations as applicable to other domestic Indian companies.

The main characteristics of a private company and a public company are as follows:

I. A private limited company is a company which

  • Has a minimum paid up share capital of INR 100,000 or a higher paid-up capital as may be prescribed by its articles of association
  • Restricts the right to transfer shares by its articles of association.
  • Prohibits any invitation to the public to subscribe for any shares in the company.
  • Prohibits any acceptance of deposits from persons other than members, directors or their relatives.
  • Can be formed with a minimum of two members and two directors.
  • Limits the number of its members (shareholders) to fifty.  

II.         A public company is a company which:

  • Is not a private limited company
  • Has minimum paid up capital of INR 5,000,000
  • Is a private company, which is subsidiary of a company, which is not a private company.

Setting up of a private limited company in India is preferred as opposed to a public limited company for the following reasons:

  • Private companies are exempt from various compliances under the Act.
  • In case, it is decided to form a joint venture with a domestic partner, a private company would be best suited. Also in case the Indian entity is not proposing to raise funds from the public, a private limited company would be more suitable.
  • Further, it is possible to impose restrictions on transferability of shares of a private company.

A private company can be formed with a minimum of two members and two directors. For a foreign company to set up a Wholly Owned Subsidiary (WOS) as a private company, the entire share capital of WOS should be held by minimum two foreign companies. It may be noted that the second foreign company may hold the shares (holding of one share would be sufficient) as a nominee of the parent foreign company.

The first step is to apply to the Registrar of Companies (RoC) in Form 1-A to make the proposed company’s name available. The minimum number of the shareholders for a Private Limited Company is two (2) and the maximum fifty (50). In a Public Limited Liability Company, the minimum number of shareholders is seven (7) and there is no upper limit for the maximum number of shareholders.

In the Form 1-A, the names of prospective directors or promoters, authorised capital and choice of three names of the proposed company in the order of preference, are required to be stated. The RoC usually takes a decision with regard to the availability of the name within two weeks of receiving a complete application. In the event, the Indian company shall be using the name of the parent company as part of the Indian company's corporate name, a "No Objection Letter" from the parent company will be required.

Once the name is made available, the Memorandum and Articles of Association of the Company need to be filed for registration with the RoC. The minimum authorised share capital required for incorporating a private limited company in India is Rupees One (1) Lakh. The fees payable to the RoC vary based upon the authorized share capital of the company. Upon registration of the Articles of Association, the Certificate of Incorporation is issued and from that date, the company comes into existence and can commence business and execute contracts in its own name.

The minimum authorized share capital required for incorporating a private limited company in India is Rs. 1,00,000/- (Rupees One Lakh only). .

Taxation

Tax structure on Companies is as follows:
Tax on Profits:                         30%
Education cess:                        3 % on income-tax (inclusive of surcharge, if any)

Note:
1.      Surcharge is applicable @ 7.5 percent if total income is in excess of INR 10,000,000. Marginal relief may be available.

Minimum Alternative Tax

MAT is levied @ 18.5 percent of the adjusted book profits in the case of those companies where income-tax payable on the taxable income according to the normal provisions of the Income-tax Act, 1961 (the Act), is less than 18.5 percent of the adjusted book profit.

Further surcharge is applicable @ 7.5 percent in the case of domestic companies if the adjusted book profits are in excess of INR 10,000,000. Marginal relief may be available.

Further education cess is applicable @ 3 percent on income-tax (inclusive of surcharge, if any)

Dividend Distribution Tax (DDT)

The Indian Company is liable to pay Dividend Distribution Tax (DDT) @ 16.609 percent (i.e. inclusive of surcharge and education cess) on dividends declared.

LIMITED LIABILITY PARTNERSHIP’S

Government of India has allowed FDI in LLP’s however LLPs with FDI will not be allowed to operate in agricultural/plantation activity, print media or real estate business. FDI in LLP is allowed with the previous approval of the Government. Further it is allowed with the Government’s approval only in those sectors in which 100% FDI is allowed under automatic route under the FDI policy. Thus those sectors which are not available under automatic route is not available for FDI in LLP. The followings are some conditions with respect to FDI in LLP’s.

v  LLPs with FDI will not be eligible to make any downstream investments.

v  Foreign Capital participation in LLPs will be allowed only by way of cash consideration.

v  Investment in LLPs by Foreign Institutional Investors (FIls) and Foreign Venture Capital Investors (FVCIs) will not be permitted.

v  LLP’s are not allowed to raise ECB (external commercial borrowings)

Taxation on LLP’s

Tax structure on LLP’s is as follows:
Tax on Profits:                         30%
Education cess:                        3 % on income-tax (inclusive of surcharge, if any)

Minimum Alternative Tax

MAT is levied @ 18.5 percent of the adjusted book profits in the case of those LLP’s where income-tax payable on the taxable income according to the normal provisions of the Income-tax Act, 1961 (the Act), is less than 18.5 percent of the adjusted book profit.

Further education cess is applicable @ 3 percent on income-tax (inclusive of surcharge, if any)

Note:
1.      No surcharge is applicable
2.      No tax is applicable on distribution of profits amongst the partners. However the salary and remuneration as paid by the LLP to the partners is taxable in the hands of partners.


UNINCORPORATED ENTITIES


The unincorporated entities, as detailed hereunder, are formed for specific purposes and are regulated by the Foreign Exchange Management Act, 1999 as well as the Companies Act, 1956.

  • Branch Office
  • Liaison Office/ Representative Office
  • Project/ Site Office

Such offices can undertake activities permitted under the Foreign Exchange Management (Establishment in India of branch or office or other Place of Business) Regulations, 2000.

BRANCH OFFICE

Foreign entities are allowed to set up branch offices in India for the following purposes:

                                i.            Export/Import of goods.
                              ii.            Rendering professional or consultancy services.
                            iii.            Carrying out research work, in which the parent company is engaged.
                            iv.            Promoting technical or financial collaboration between Indian companies and parent or overseas group company.
                              v.            Representing the parent company in India and acting as buying/selling agent in India.
                            vi.            Rendering services in Information Technology and development of software in India.
                          vii.            Rendering technical support to the products supplied by the parent/group companies foreign airline/shipping Company.

It is clarified that a branch office does not have a separate legal identity from its parent and any liability of the branch would be the liability of the parent foreign entity. A branch office may remit outside India the profit of the branch net of applicable Indian taxes and subject to the Reserve Bank of India (“RBI”) guidelines. Grant of permission for setting up branch offices is to be obtained from the RBI.

Taxation on Branch Offices:

Tax on Profits:                         40%
Education cess:            3 % on income-tax (inclusive of surcharge, if any)
Surcharge:                    2.5%


LIAISON OFFICE/REPRESENTATIVE OFFICE

The liaison office represents a point of contact between Indian customers and the foreign company. The role of the liaison office is limited to collecting information about possible market opportunities and providing information about the company and its products to prospective Indian customers. It can promote export from India and import to India and also facilitate technical/financial collaboration between the parent company and companies in India. The liaison office merely acts as a communication channel between the parent company and the Indian companies.

A liaison office is not permitted to engage in any trading or to undertake any commercial activity directly or indirectly and cannot, therefore, earn any income in India. Grant of approval for the establishment of a liaison office in India is also to be obtained from the RBI.

Since liaison offices are not allowed to carry out any commercial activity they are not liable to pay taxes as there is no income.

Project/Site Office

Foreign companies planning to execute specific projects in India can set up temporary project/site offices in India. These offices cannot undertake activities other than those, which are incidental to the execution of the project. Upon completion of the project, project offices may remit the surplus of the project, net of applicable taxes, outside India.

SETTING UP OF BRANCH OFFICE/ LIAISON OFFICE IN INDIA

In accordance with the provisions of the Foreign Exchange Management Act and rules and guidelines issued there under, the applications from foreign companies (a body corporate incorporated outside India, or a firm or other association of individuals) (foreign entities) for establishing Branch Offices (BO) / Liaison Office (LO) in India are considered by the Reserve Bank under two routes:

Ø  Reserve Bank Route — Principal business of the foreign entity falls under sectors where 100 per cent foreign direct investment (FDI) is permissible under the automatic route.

Ø  Government Route — Principal business of the foreign entity falls under the sectors where 100 per cent FDI is not permissible under the automatic route. Applications from entities falling under this category and Non - Government Organisations / Non - Profit Organisations / Government Bodies / Departments are considered by the Reserve Bank in consultation with the Government of India, Ministry of Finance.

The application for establishing BO / LO in India may be forwarded by the foreign entity in Form FNC through a designated AD Category - I bank (i.e. an AD Category – I bank identified by the applicant with whom they intend to pursue banking relations) to the Reserve Bank of India, along with the prescribed documents. The AD Category Bank shall forward the application together with their comments/ recommendations to the Reserve Bank.

Approval of the Reserve Bank is not required to establish a branch/unit in Special Economic Zones for undertaking manufacturing and service activities, subject to compliance with the conditions specified in this regard.

The Reserve Bank or the Government of India, as the case may be, reserves the right to reject an application for non-fulfillment of any other condition/s not specifically referred, fulfillment of which, in the opinion of the Reserve Bank / the Government of India, is necessary for grant of such permission or in the public interest. The Reserve Bank or the Government of India, as the case may be, also reserves the right to verify / examine the activities of the BO / LO of the foreign entities established in India and to withdraw the permission already granted, after due notice, if the circumstances so warrant or due to changes in the policy.

The BO / LO shall obtain Permanent Account Number (PAN) from the Income Tax Authorities on setting up of their office in India and report the same in the Annual Activity Certificate.

ELIGIBILITY CRITERIA FOR ESTABLISHMENT OF BRANCH / LIAISON OFFICE IN INDIA

(i) Eligibility Criteria
An application from a foreign entity to establish Branch / Liaison Office in India is considered on the basis of two criteria viz: basic and additional:

Basic criteria
Ø  Reserve Bank Route — Principal business of the foreign entity falls under sectors where 100 per cent foreign direct investment (FDI) is permissible under the automatic route.

Ø  Government Route — Principal business of the foreign entity falls under the sectors where 100 per cent FDI is not permissible under the automatic route. Applications from entities falling under this category are considered by the Reserve Bank, in consultation with the Government of India, Ministry of Finance.

Additional criteria

Ø  Track Record
v  For Branch Office — a profit making track record during the immediately preceding five financial years in the home country.
v  For Liaison Office — a profit making track record during the immediately preceding three financial years in the home country.

Ø  Net Worth [total of paid-up capital and free reserves, less intangible assets as per the latest Audited Balance Sheet or Account Statement certified by a Certified Public Accountant or any Registered Accounts Practitioner by whatever name].
v  For Branch Office — not less than USD 100,000 or its equivalent.

v  For Liaison Office — not less than USD 50,000 or its equivalent.

Applicants that do not satisfy the eligibility criteria and are subsidiaries of other companies may submit a Letter of Comfort from their parent company, subject to the condition that the parent company satisfies the eligibility criteria as prescribed.

(ii) Application Form and Documentation
Applications in Form FNC duly completed in all respects and signed by the authorized signatory of the foreign entity in the home country may be submitted along with the Letter of Comfort, wherever applicable, to the designated AD Category - I bank for onward transmission to the Reserve Bank, along with their comments and recommendations and the prescribed documents.

SCOPE OF ACTIVITIES PERMITTED REGARDING FUNCTIONING OF A BRANCH OFFICE / LIAISON OFFICE IN INDIA

Permitted activities
Permitted activities for a Branch / Liaison Office in India would be as under:
Branch Office
Ø  Export/import of goods.
Ø  Rendering professional or consultancy services.
Ø  Carrying out research work, in which the parent company is engaged.
Ø  Promoting technical or financial collaborations between Indian companies and parent or overseas group company.
Ø  Representing the parent company in India and acting as buying/ selling agent in India.
Ø  Rendering services in Information Technology and development of software in India.
Ø  Rendering technical support to the products supplied by parent/group companies.
Ø  Foreign airline/shipping company.

Normally, the Branch Office should be engaged in the activity in which the parent company is engaged.

Liaison Office
Ø  Representing the parent company / group companies in India.
Ø  Promoting export / import from / to India.
Ø  Promoting technical/ financial collaborations between parent / group companies and companies in India.
Ø  Acting as a communication channel between the parent company and Indian companies.


The aforesaif information is a general information and not a legal advise or recommendation. Any interpretations thereof are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. Specific advice should be taken  before acting on the basis of information provided. 






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