Corporate governance for listed entities - Are you ready for the change?

Corporate governance for listed entities - Are you ready for the change? June 2018 KPG.com/in

1 An introduction About this publication To improve standards of corporate governance of listed entities in India, on 5 October 2017, the Securities and Exchange Board of India (SEBI) released for comments the report of its committee on corporate governance (the Kotak Committee) 1. The recommendations in the report covered several areas, including the composition, role and functioning of the board and its committees, oversight of group entities and related party transactions, promoter related arrangements, enhancing transparency and disclosures, strengthening the financial reporting and audit oversight functions, investor engagement and participation, and governance in public sector enterprises. On 28 arch 2018, SEBI considered the recommendations of the Kotak Committee and the public comments on them. Accordingly, they accepted certain recommendations without modifications, few with modifications and referred certain recommendations to various agencies (i.e. government, other regulators, professional bodies, etc.) since the matters involved those agencies 2. On 9 ay 2018, SEBI issued amendments to the SEBI (Listing Obligations and Disclosure Requirements) s, 2015 (Listing s) to give effect to many of the approved recommendations 3. Certain recommendations required SEBI to issue guidelines in the form of a circular. Accordingly, on 10 ay 2018, SEBI issued a circular and provided the required guidance 4. This publication incorporates the new requirements to be complied by the listed entities along with effective dates based on the amendments made to the Listing s. The publication has been designed in a questionnairebased format. Listed entities could assess their preparedness towards the change by responding to each stated question. The questions are structured in a manner that a yes response generally indicates compliance, and a no would generally indicate non-compliance. If the guidance or nature of a particular requirement does not apply to an entity, an NA response should be inserted. 1. The committee was formed on 2 June 2017 under the chairmanship of Uday Kotak. 2. SEBI press release no. PR No. 09/2018 dated 28 arch 2018 and SEBI memorandum issued in April 2018. 3. SEBI notification no. SEBI/LAD-NRO/GN2018/10 dated 9 ay 2018. 4. SEBI circular no. SEBI/HO/CFD/CD/CIR/P/2018/79 dated 10 ay 2018. 2018 KPG, an Indian Registered Partnership and a member firm of the KPG network of independent member firms affiliated with KPG International Cooperative ( KPG International ), a Swiss entity. All rights reserved.

2018 KPG, an Indian Registered Partnership and a member firm of the KPG network of independent member firms affiliated with KPG International Cooperative ( KPG International ), a Swiss entity. All rights reserved. 2

3 Change applicable from 9 ay 2018 Website 1. Has the listed entity ensured compliance with the following disclosure requirements? 36(4) a. For disclosures on its website: In a format that allows users to find relevant information easily through a searching tool 5 (Note: The requirement to make disclosures in searchable formats shall not apply in case there is a statutory requirement to make such disclosures in formats which may not be searchable, such as copies of scanned documents.) b. For disclosures to stock exchange: In XBRL format in accordance with the guidelines specified by the stock exchanges from time to time. Disclosures on board evaluation Changes applicable from 10 ay 2018 2. a. Has the listed entity provided disclosures on board evaluation? SEBI circular 6 b. Has it considered following disclosures relating to board evaluation? i. Observations of board evaluation carried out for the year V ii. Previous year s observations and actions taken iii. Proposed actions based on current year observations. Group governance 3. Where a listed entity has multiple unlisted subsidiaries, has the listed entity considered the following? a. onitors their governance through a dedicated group governance unit or Governance Committee which comprises the members of its board of directors b. Established a strong and effective group governance policy. V (Note: The decision of setting up of such a unit/committee or to have such a policy would lie with the board of directors of the listed entity.) 4. Has the listed entity provided its medium-term and long-term strategy (based on a time frame as determined by its board of directors) within the limits set by its competitive position? (Note: This disclosure will form part of the management, discussion and analysis in a listed entity s annual report. Additionally, the listed entity may articulate a clear set of long-term metrics specific to the company s long term strategy to allow for appropriate measurement of progress.) V 7 V V V SEBI circular V Eligibility criteria for independent directors Changes applicable from 1 October 2018 5. Do the independent directors of the listed entity fulfil the following additional criteria? a. He/she is or was not a member of the promoter group of the listed entity 16(1)(b) 5. andatory requirement 6. SEBI circular no. SEBI/HO/CFD/CD/CIR/P/2018/79 dated 10 ay 2018 7. Voluntary requirement 2018 KPG, an Indian Registered Partnership and a member firm of the KPG network of independent member firms affiliated with KPG International Cooperative ( KPG International ), a Swiss entity. All rights reserved.

4 b. He/she is not a non-independent director of another company on the board of which any non-independent director of the listed entity is an independent director (board inter-lock). Alternate directors for independent directors 6. Has the listed entity ensured that an alternate director has not been appointed for an independent director? Directors and Officers Insurance (D&O) for independent directors 7. Has the listed entity undertaken a D&O insurance for all its independent directors? (Note: i. This is applicable to top 8 500 listed entities. ii. The quantum and the risk to be covered under D&O insurance would be as determined by its board of directors.) Website 8. a. Has the listed entity disclosed credit ratings obtained for all its outstanding instruments on its website? b. In case of any revision in such credit ratings, has the entity updated them immediately on the website? Prior intimation of board meeting to discuss bonus issue 9. Has the listed entity provided prior intimation to stock exchange about the meeting of the board of directors in which the proposal for declaration of bonus securities (communicated to the board of directors of the listed entity as part of the agenda papers) is due to be considered? 25(1) 25(10) 46(2)(r) 29(1)(f) Changes applicable from half-year ending 31 arch 2019 Related party transactions 10. Has the listed entity submitted disclosures of related party transactions on a consolidated basis within 30 days of publication of its standalone and consolidated financial results for the half year in the format prescribed in the relevant AS/Ind AS for annual results, to the stock exchanges? (Note: i. This is applicable from the half year ending 31 arch 2019. ii. In case of non-compliance, strict penalties may be imposed by SEBI.) 23(9) Changes applicable from the year ended 31 arch 2019 Secretarial audit 11. a. Has the listed entity and its material unlisted subsidiaries (incorporated in India) ensured that a secretarial audit been undertaken? b. If answer to Q 11(a) is yes, does the annual report of the listed entity include a secretarial audit report given by a company secretary in practice (in such form as may be specified)? 24A 8. Relevant top entities to be determined on the basis of market capitalisation as at the end of immediate previous financial year. 2018 KPG, an Indian Registered Partnership and a member firm of the KPG network of independent member firms affiliated with KPG International Cooperative ( KPG International ), a Swiss entity. All rights reserved.

5 Annual report 12. Has the listed entity disclosed transactions of the listed entity with any person or entity belonging to the promoter/promoter group which hold(s) 10 per cent or more shareholding in the listed entity in the format prescribed in the relevant AS for annual results? (Note: This disclosure would be given in related party transactions section of the annual report.) 13. Has the listed entity also provided the following disclosures in the management, discussion and analysis section of the annual report? a. Details of significant changes (i.e. change of 25 per cent or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor, including: i. Debtors turnover ii. Inventory turnover iii. Interest coverage ratio iv. Current ratio v. Debt equity ratio vi. Operating profit margin (%) vii. Net profit margin (%) b. Details of any change in return on net worth as compared to the immediately previous financial year along with a detailed explanation thereof. 14. Has the listed entity also provided following disclosures in the corporate governance section of the annual report? Board of directors a. Details of names of the listed entities where the person is a director and the category of directorship. b. List of core skills/expertise/competence identified by the board of directors in the context of the business(es) and sector(s) and those actually available with the board. c. Confirmation that in the opinion of the board, the independent directors fulfil the conditions specified in the Listing s and are independent of the management. d. Detailed reasons for resignation of an independent director before the expiry of his/her tenure along with a confirmation by such director that there are no other material reasons other than those provided. General shareholders information - credit ratings a. List of all credit ratings obtained by the listed entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilisation of funds, whether in India or abroad. V Part A - 2A V Part B 1 2(c) 2(h) 2(i) 2(j) 9(q) 2018 KPG, an Indian Registered Partnership and a member firm of the KPG network of independent member firms affiliated with KPG International Cooperative ( KPG International ), a Swiss entity. All rights reserved.

6 Other disclosures a. Details of utilisation of funds raised through preferential allotment or qualified institutions placement as specified under 32(7A) of the Listing s. b. A certificate from a company secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/inistry of Corporate Affairs (CA) or any such statutory authority. c. Details of recommendations mandatorily required by any committee of the board in the relevant financial year that have not been accepted by the board, along with reasons thereof. (Note: This would apply where recommendation of/submission by the committee is required for the approval of the board of directors and shall not apply where prior approval of the relevant committee is required for undertaking any transaction under the Listing s.) d. The total fees for all services paid by listed entity and its subsidiaries (i.e. on a consolidated basis) to the statutory auditor and all entities in the network firm/network entity of which the auditor is a member. 15. a. Has the listed entity sent a copy of the annual report to the shareholders along with the notice of the Annual General eeting (AG) not later than the day of commencement of dispatch to its shareholders? b. In case shareholders approve any amendments to any portion of the annual report, has a revised copy (with details of and explanation for the changes so approved) been sent not later than 48 hours after the AG? c. While sending the copy of annual report, has the listed entity sent soft copies of full annual report to all those shareholder(s) who have registered their email address(es) even with any depository? Timeline for AGs 16. Does the listed entity comply with the following requirements relating to AGs? a. To hold AGs within five months from the date of closing of the financial year 10(h) 10(i) 10(j) 10(k) 34(1)(a) 34(1)(b) 36(1)(a) 44(5) b. One-way live webcast of the proceedings of the AGs. 44(6) (Note: This is applicable to top 100 listed entities from 1 April 2019) inimum number of directors on board Changes applicable from 1 April 2019 17. Are there at least six directors on the board of directors of the listed entity? (Note: This is applicable to top 1,000 listed entities.) Gender diversity on the board 18. Does the composition of the board of directors of the listed entity consist of at least one independent woman director? (Note: This is applicable to top 500 listed entities.) 17(1)(b) 17(1)(a) 2018 KPG, an Indian Registered Partnership and a member firm of the KPG network of independent member firms affiliated with KPG International Cooperative ( KPG International ), a Swiss entity. All rights reserved.

7 Approval for non-executive directors on attaining a certain age 19. If the listed entity has appointed a person who has attained the age of 75 years as a non-executive director, then has it complied with the two conditions given below? 17(1A) a. A special resolution has been passed b. An explanatory statement has been annexed to the notice for such motion indicating the justification for appointing such a person. Quorum for board meetings 20. Has the listed entity ensured that the quorum for every meeting of the board of directors is one-third of its total strength or three directors, whichever is higher including at least one independent director? (Note: i. Participation of the directors by video conferencing or by other audio-visual means would also be counted for the purposes of such quorum. ii. This is applicable to top 1,000 listed entities.) aximum number of directorships 21. Has the listed entity ensured that a person does not hold office of a director (including any alternate directorship) at the same time in more than: 17(2A) a. Eight listed entities b. Out of eight listed entities, a person does not serve as an independent director in more than seven listed entities. (Note: i. Any person who is serving as a whole-time director/managing director in any listed entity would serve as an independent director in not more than three listed entities. ii. The count of listed entities on which a person is a director/independent director would be only those whose equity shares are listed on a stock exchange.) Obligations with respect to independent directors 22. Do the independent directors of the listed entity submit a declaration at 25(8) following occasions? a. The first meeting of the board of directors in which he/she participates as a director b. The first meeting of the board of directors in every financial year or c. Whenever there is any change in the circumstances which may affect his/her status as an independent director. d. Have the board of directors of the listed entity taken on record the above mentioned declaration and confirmation submitted by the independent director(s) after undertaking due assessment of the veracity of the same? (Note: The declaration would contain the following: i. He/she meets the criteria of independence as provided in 16(1)(b) of the Listing s ii. He/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with an objective independent judgement and without any external influence.) 17A 25(9) 2018 KPG, an Indian Registered Partnership and a member firm of the KPG network of independent member firms affiliated with KPG International Cooperative ( KPG International ), a Swiss entity. All rights reserved.

8 Evaluation of independent directors 23. Whether performance evaluation of independent directors includes the following criteria? a. Performance of the directors b. Fulfillment of the independence criteria as specified in the Listing s c. Their independence from the management. Disclosures on resignation of independent directors 24. a. Has the listed entity disclosed the detailed reasons for resignation of an independent director before the expiry of his/her tenure within seven days of resignation to the stock exchange? b. Do the independent directors provide confirmation stating that there are no other material reasons other than those provided by him/her? Audit committee 25. Whether review of utilisation of loans and/or advances from/investment by the holding company in the subsidiary exceeding INR100 crore or 10 per cent of the asset size of the subsidiary, whichever is lower, included as a role of an audit committee? (Note: The thresholds would include loans/advances/investments existing as on 1 April 2019.) Nomination and remuneration committee 26. Does the nomination and remuneration committee also recommends to the board of directors, all remuneration, in whatever form, payable to senior management? (Note: Senior management would include all members of management one level below the CEO/D/whole time director/manager (including CEO/manager, in case CEO/manager is not part of the board) and specifically include the company secretary and the chief financial officer.) 27. a. Do the members of the nomination and remuneration committee meet at least once in a year? b. Has the listed entity ensured that the quorum of the meeting of nomination and remuneration committee is either two members or one third of the members of the committee, whichever is greater, including at least one independent director in attendance? Stakeholders relationship committee 28. Whether the members of the stakeholders relationship committee of the listed entity comprise at least three directors with one being an independent director? Is the chairperson of the stakeholders relationship committee present 29. at the AG to answer queries of the security holders? 30. Does the role of the stakeholder s relationship committee also include the following? a. Resolve the grievances of the security holders of the listed entity including issue of new/duplicate certificates, general meetings, etc. b. Review of measures taken for effective exercise of voting rights by shareholders III Part A A(7B) II - Part C - A(21) II Part D A (6) 16(1)(d) 19(3A) 19(2A) 20(2A) 20(3) II Part D B(1) (4) 2018 KPG, an Indian Registered Partnership and a member firm of the KPG network of independent member firms affiliated with KPG International Cooperative ( KPG International ), a Swiss entity. All rights reserved.

9 31. c. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the registrar and share transfer agent d. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company. (Note: The SRC of every listed entity would specifically look into various aspects of interests of shareholders, debentureholders and other security holders.) Do the members of the stakeholders relationship committee meet at least once in a year? Risk management committee 20(3A) 32. Has the listed entity constituted a risk management committee? 20(5) (Note: This is applicable to top 500 listed entities.) 33. Does the role of the risk management committee specifically cover cyber security? 34. Do the members of the risk management committee meet at least once in a year? Obligation on the board of the listed entity with respect to subsidiaries 21(4) 21(3A) 35. Does the listed entity consider any of its subsidiary to be material? 16(1)(c) (Note: aterial subsidiary means a subsidiary whose income or net worth exceeds 10 per cent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.) 36. Has the listed entity appointed at least one of its independent directors on the board of directors of unlisted material subsidiary, for both incorporated in India or outside India? (Note: aterial subsidiary means a subsidiary whose income or net worth exceeds 20 per cent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.) 37. Do the board of directors of the listed parent also review significant transactions and arrangements entered into by all unlisted subsidiaries? Related party transactions 38. Has the listed entity identified as a related party any person or entity belonging to its promoter or promoter group and holding 20 per cent or more of shareholding in the listed entity? 39. While obtaining shareholders approval for all material related party transactions, has the listed entity (whether related party to the particular transaction or not) ensured that no related party votes to approve such a resolution? 40. Has the listed entity ensured that all the entities falling under the definition of related parties do not vote to approve the relevant transaction whether the listed entity is a party to the particular transaction or not? 24(1) Explanation to 24(1) 2(1)(zb) 23(4) 23(7) 2018 KPG, an Indian Registered Partnership and a member firm of the KPG network of independent member firms affiliated with KPG International Cooperative ( KPG International ), a Swiss entity. All rights reserved.

10 41. Has the listed entity considered a transaction involving payments made to a related party with respect to brand usage or royalty as material, if the transaction(s) individually or taken together with previous transactions during a financial year, exceed two per cent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity? 42. a. While formulating the materiality policy, has the listed entity included clear threshold limits duly approved by its board of directors? b. Does the board of directors of the listed entity review its materiality policy at least once every three years and update it accordingly? Remuneration to executive directors 43. Has the listed entity obtained approval of shareholders through a special resolution for payment of remuneration to executive directors who are promoters or members of the promoter group, if the payment exceeds the following threshold: a. In case of one executive director: annual remuneration payable to such executive director exceeds INR5 crore or 2.5 per cent of the net profits of the listed entity, whichever is higher b. In case of more than one executive director: aggregate annual remuneration to such directors exceeds 5 per cent of the net profits of the listed entity. (Note: i. The approval of the shareholders would be valid only till expiry of term of such director. ii. Net profits would be calculated as per Section 198 of the Companies Act, 2013.) Remuneration to non-executive directors 44. Has the listed entity obtained approval of shareholders by way of special resolution every year in which the annual remuneration payable to a single non-executive director exceeds 50 per cent of the total annual remuneration payable to all non-executive directors, giving details of remuneration thereof? Audit qualifications 45. In case an auditor has expressed a modified opinion(s) in respect of audited financial results and the impact of such qualification is not quantifiable, has the management of the listed entity complied with the following? 23(1A) 23(1) 17(6)(d) 17(6)(ca) IV Part A BB(i) a. ake an estimate of the qualification b. Review the estimate c. Reports the estimate. 46. a. Has the listed entity taken the exception of not quantifying audit qualification relating to going concern or sub-judice matters? b. If answer to Q 46(a) is yes, then has the management provided reasons for not quantifying those qualifications? (Note: The auditor would review such reasons and report accordingly.) IV Part A BB(ii) 2018 KPG, an Indian Registered Partnership and a member firm of the KPG network of independent member firms affiliated with KPG International Cooperative ( KPG International ), a Swiss entity. All rights reserved.

11 Group audits 47. Has the statutory auditor of the listed parent undertaken a limited review of all the entities/companies whose accounts are to be consolidated with it as per Accounting Standard (AS) 21, Consolidated Financial Statements, or Indian Accounting Standard (Ind AS) 110, Consolidated Financial Statements in accordance with guidelines issued by the SEBI on this matter? Quarterly financial disclosures 48. a. In case the listed entity has subsidiaries, in addition to the standalone financial results, does the listed entity also submit quarterly and year-to-date consolidated financial results? b. In case of quarterly consolidated financial results, has the listed entity ensured that at least 80 per cent of each of the consolidated revenue, assets and profits, respectively, have been subject to audit or in case of unaudited results, subjected to limited review? c. Has the listed entity also submitted a cash flow statement as part of its stand-alone and consolidated financial results for the half-year? d. While submitting the last quarter s results along with the results for the entire financial year, has the listed entity ensured that the last quarter results are either limited reviewed or audited? e. Has the listed entity disclosed by way of note aggregate effect of material adjustments made in the results of the last quarter pertaining to earlier periods? Disclosure on reasons of resignation of auditors 49. Has the listed entity disclosed detailed reasons for resignation of an auditor as given by the said auditor to the stock exchange immediately and not later than 24 hours of receipt of such reasons from the auditor? Disclosure on audit fees and auditor s credentials 50. Has the listed entity provided following disclosures in the notice of the AG where the auditor(s) is/are proposed to be appointed/reappointed? a. Basis of recommendation for appointment including the details in relation to and credentials of the auditor(s) proposed to be appointed b. Proposed fees payable to the auditor(s) along with terms of appointment c. In case of a new auditor, any material change in the fee payable to such auditor from that paid to the outgoing auditor along with the rationale for such change. Resolutions to be sent to shareholders with board s recommendation 51. Does the statement to be annexed to the notice of general meeting (as referred in Section 102(1) of the Companies Act, 2013) for each item of special business to be transacted at a general meeting also contain the recommendations of the board to the shareholders on each of the specific items? Website 52. Has the listed entity maintained a separate section for investors on its website for all the information mandated under 46(2) of the Listing s? 33(8) 33(3)(b) 33(3)(h) 33(3)(g) 33(3)(e) 33(3)(i) III Part A A(7A) 36(5) 17(11) 46(2) 2018 KPG, an Indian Registered Partnership and a member firm of the KPG network of independent member firms affiliated with KPG International Cooperative ( KPG International ), a Swiss entity. All rights reserved.

12 53. Has the listed entity uploaded separate audited financial statements of each of its subsidiary in respect of a relevant financial year, at least 21 days prior to the date of the AG which has been called to, inter alia, consider accounts of that financial year the following additional details on its website? 46(2)(r) Changes applicable from 1 April 2020 inimum number of directors on board 54. Are there at least six directors on the board of directors of the listed entity? (Note: This is applicable to top 2,000 listed entities from 1 April 2020.) Gender diversity on the board 55. Does the composition of the board of directors of the listed entity consists of at least one independent woman director? 17(1)(b) 17(1)(a) (Note: This is applicable to top 1,000 listed entities from 1 April 2020.) Separation of the roles of chairperson and anaging Director (D)/Chief Executive Officer (CEO) 56. a. Does the listed entity have any identifiable promoters as per the shareholding pattern filed with stock exchanges? 17(1B) b. If answer to Q 56(a) is yes, does the chairperson of such an entity meet both the given conditions? i. He/she is a non-executive director ii. He/she is not related to the D or the CEO as per the definition of the term relative under the Companies Act, 2013. (Note: This is applicable to top 500 listed entities from 1 April 2020.) Quorum for board meetings 57. Has the listed entity ensured that the quorum for every meeting of the board of directors is one-third of its total strength or three directors, whichever is higher including at least one independent director? 17(2A) (Note: i. Participation of the directors by video conferencing or by other audio-visual means shall also be counted for the purposes of such quorum. ii. This is applicable to top 2,000 listed entities from 1 April 2020.) aximum number of directorships 58. Has the listed entity ensured that no person holds office of a director 17A (including any alternate directorship) at the same time in more than: a. Seven listed entities b. Out of eight listed entities, a person does not serve as an independent director in more than seven listed entities. (Note: i. Any person who is serving as a whole-time director/managing director in any listed entity serves as an independent director in not more than three listed entities. ii. The count for the number of listed entities on which a person is a director/ independent director shall be only those whose equity shares are listed on a stock exchange.) 2018 KPG, an Indian Registered Partnership and a member firm of the KPG network of independent member firms affiliated with KPG International Cooperative ( KPG International ), a Swiss entity. All rights reserved.

13 Disclosure of expertise/skills of directors 59. Has the listed entity disclosed the skills/expertise/competence of the board of directors (in the form of a chart or a matrix) along with the names of directors who have the skills/expertise/competence (as listed out by the board of directors as required in the context of its business(es) and sector(s) for it to function effectively and those actually available with the board)? (Note: This is applicable for the annual report for financial year ending 31 arch 2020.) 2(h) 2018 KPG, an Indian Registered Partnership and a member firm of the KPG network of independent member firms affiliated with KPG International Cooperative ( KPG International ), a Swiss entity. All rights reserved.

2018 KPG, an Indian Registered Partnership and a member firm of the KPG network of independent member firms affiliated with KPG International Cooperative ( KPG International ), a Swiss entity. All rights reserved. 14

KPG in India contacts: ritunjay Kapur National Head arkets and Strategy Head Technology, edia and Telecom T: +91 124 307 4797 E: mritunjay@kpmg.com Sai Venkateshwaran Partner and Head Accounting Advisory Services T: +91 20 3090 2020 E: saiv@kpmg.com Pankaj Arora Partner Governance Risk and Services T: +91 124 336 9462 E: pankaja@kpmg.com Ruchi Rastogi Partner Assurance T: +91 124 334 5205 E: ruchirastogi@kpmg.com kpmg.com/in Follow us on: kpmg.com/in/socialmedia The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavour to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. 2018 KPG, an Indian Registered Partnership and a member firm of the KPG network of independent member firms affiliated with KPG International Cooperative ( KPG International ), a Swiss entity. All rights reserved. The KPG name and logo are registered trademarks or trademarks of KPG International. Printed in India.