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Attack business in India

An Overview:

The twentieth century began with the transformation of the whole scenario activities. India's economy, which until now was controlled and regulated by the Government was released to take advantage of new opportunities in the world. With the announcement of the policy of globalization, the gates of the Indian economy opened to foreign investors. But to compete in the global platform, the volume of operations needed to be increased. In this changed scenario, mergers and acquisitions were the best option available for corporate, taking into account the factor time involved in capturing the opportunities offered by globalization.

This new weapon in the arsenal of companies but turned out to be beneficial, but soon predators with the wealth available begun to exploit the huge opportunity to the detriment of retail investors. This created a need for some regulation protect the interest of investors for the acquisition and merger process is used to develop the securities market and not to sabotage [1].

In terms generally speaking, companies formed under the Act can be classified as:

(I) A public company listed on recognized stock exchanges, ie, a publicly traded company;

(Ii) A public company not listed on any stock exchange, ie a public company not listed;

(Ill) A private company, and

(Iv) A private company, which is a subsidiary of a public company.

The M & A boom India has recently been formed exclusively from the settlements, and since its economic opening in 1991, India has experienced only a handful of acquisition attempts hostile. Conventional wisdom suggests that hostile takeovers by foreign companies will not occur in India due to (i) the prevalence of controlling shareholders in most companies in India and the meaningful participation of Indian financial institutions generally sided with the drivers, (ii) the need for costly government approvals for foreign acquisitions that may frustrate hostile takeovers, and (iii) the provisions in the Code of encouraging Indian Acquisition existing shareholders. Analysis of the composition of shareholders, legal impediments and regulatory restrictions faced by the BSE and BSE 100 500 firms India today suggested that at least 15.8% of Indian companies, including some of the most prominent of India, face the theoretical perspective being taken by foreign buyers without the consent of existing shareholders. And unlike their counterparts in the United States, these Indian companies may not be vulnerable make use of takeover defenses such as poison pill and staggered board, in fact, apart from trying to increase the participation of the controlling shareholder, that destroy value scorched earth tactics may be the only effective takeover defenses available to Indian companies subject to today.

Indian policymakers face a major regulatory opportunity. Although the government has taken the decision to allow foreign hostile takeovers, regulators still have discretion to decide the extent to which free market for corporate control policies should now allow for their businesses, investors and other parties concerned. Yet out of this important policy decision, Indian regulators must ensure that, unlike the current system, which make his political intentions hostile takeovers in the clear through explicit regulation and policy statements on the takeover code. Moreover, the Indian regulatory Securities, SEBI, a standard based on principles in the procurement code to prevent the kind of scorched earth tactics and embedded pernicious contractual defenses of otherwise proliferate in the absence of more traditional takeover defenses [2].

Scope of public procurement acquisition and Regulations:

The acquisition term is nowhere defined in the Companies Act 1956 (Act) or on the Board Securities and Exchange of India, 1992 (SEBI Act) or SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 1997 (Code of acquisition). In the absence of legal definition, the acquisition time must be understood from its commercial use. In the language of trade, purchase term denotes the act of a person or group (acquiring) the acquisition of shares or the acquisition of the voting rights or both of a company (target company), its shareholders, either through private negotiations with shareholders, or through a public offering in the open market with the intention to gain control over your m: friagement. Therefore, the term acquisition "Can be described as the process by which the majority of the voting capital of a company is purchased through the acquisition of shares or through secret a public offer to shareholders. The acquisition is considered "hostile" when the management of the target company is resisting the coup attempt.

Also the acquisition of "is not defined in any of the statutes mentioned above. In general, the acquisition represents an acquisition of shares in a company. When this type of acquisition of shares is intended to take control of the target company, such acquisition becomes a takeover. Therefore, regardless of whether there is a takeover of a company or not, the purchase of shares occurs if shares of the target company changes hands. Without But these two expressions are synonyms used in takeover transactions [3].

Acquisition involves the acquisition of control a society that is already registered through the purchase or exchange of shares. Public procurement is generally carried out by acquisition or purchase of shareholders of a company of its shares at a price determined by the extent of at least the control of interests in order to gain control of the company [4].

Public acquisition is a business strategy of acquiring management control of the target company, either directly or indirectly. The reason for the acquirer is to gain control over the board of directors of the company objective of creating synergies in making decisions. The eagle eyes of the invaders are in search of cash rich and high rate of growth of firms with low equity stake of the promoters.

Despite its importance in other places, hostile takeovers have been largely alien to Indian companies on the list that have rarely seen incursions by hostile acquirers. This may lead one to believe that the legal system of India – with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2007 [5] (the "Takeover Code) that the law in point – it is friendly to incumbent shareholders and management and is hostile to the invaders. However, a reading of the bids would reveal code it does not prohibit takeovers hostile, and even more, in fact, imposes several restrictions on the promoters and management functions of an open offer once it is made, thereby enhancing the momentum available to the hostile acquirer.

An acquisition of shares in a listed company governed, among other things, the Corporations Law, Law SEBI and the Code of acquisition. This acquisition is also subject to intervention and supervision of the Securities and Exchange Board of India (SEBI). With respect the acquisition of shares of target companies, the law governing contained in S. 108 of the Act, where the transfer of shares is conducted on the basis of mutual agreement between the parties without the intervention of outside authorities. However, if the acquisition of shares in these companies results in the acquirer gaining control of the management of a company listed, the provisions of the takeover code applies to this acquisition.

The first is the takeover code, which as mentioned above do not present any direct obstacle to hostile takeovers. The second is the foreign investment policy of the Government of India and Reserve Bank of India (RBI) that deal with acquisition of shares by foreign acquirers. Even these have been largely liberalized in 2006 (by a press release – the relevant paragraph is 2e) that allows foreign purchasers to buy shares in Indian companies without the approval of the Foreign Investment Promotion (FIPB) or the Reserve Bank of India (RBI), even in case of an unsolicited takeover offer made under the Code. Foreign buyers can buy shares in companies in India without prior approval, except in certain sectors or sectoral limits are exceeded, provided that the price equals or exceeds the market price of the shares [6].

The basic principle is that when the acquisition becomes a takeover, the takeover code applies, among other provisions of the law. In other words, if an acquisition, compliance with both the Procurement Code and the law is necessary, while in case simplicitor of acquisition, only law enforcement is required.

In addition, if an acquisition occurs in a 'combination' [7] the provisions of the Competition Act 2002 also be applicable, and approval of the Competition Commission of India is required. If the acquisition results in each entry and exit of funds, or India, the provisions of the Foreign Exchange Management Act, 1999 (FEMA), will enter into force, in this case, the permission from either the Reserve Bank of India or the Central Government may be required.

Thus, in the case of procurement, the applicable legal provisions and regulators may involve all of the above or some of them, as the case may be.

Attacking Business:

A corporate raid is a trade term for the purchase of an interest in a company and then use voting rights to take measures to increase the value actions, sometimes also known as break a company. [8] It describes a particular type of hostile takeover in that the assets of the acquired company are sold out. The target company essentially disappears in the process. The measures could include replacement of top executives, the reduction of operations, or liquidate the company. Management of many large publicly traded firms reacted negatively to the threat of potential acquisition hostile or corporate raid and pursued drastic defensive measures including poison pills, golden parachutes and increased levels of debt in the balance of company. In later years, many of the corporate invaders would be reclassified as "shareholder activists" [9].

This can be an exercise profitable if the company has cash or liquid assets liquid investments which are valued higher than the cap of the company in the market today. Examples include holding companies valuable land or equipment, while its share price is too low due to market factors. After taking a "hit" the price of its shares by any reason, firms may be the target of a leveraged buyout [10].

Although the raider "corporate" nickname is rarely applied to contemporary investors private capital, there is no formal distinction between a raid "corporate" and other private equity investments acquisitions of existing companies [11]. The label is usually attributed to support groups within the company acquired or media. However, a raid by companies generally have a leveraged buyout would imply a hostile takeover of the company, the collection of redundancies assets exhaustion or other more important activities and restructuring. In addition, the threat of corporate raid would lead to the practice of "greenmail", where a corporate raider or another party would acquire a significant stake in the stock of a company and receive an incentive payment (actually a bribe) of the company to avoid pursuing a hostile takeover of the company. Greenmail represented a transfer payment from the current shareholders of a company to a third party investor and had no value for existing shareholders, but benefited the current managers. The practice of "greenmail" is not typically considered a tactic of private equity investors and is not tolerated by the participants market.

Among the most notable corporate raider of the 1980s were Carl Icahn, Victor Posner, Nelson Peltz, Robert M. Bass, T. Boone Pickens, Harold Clark Simmons, Kirk Kerkorian, Sir James Goldsmith, Saul Steinberg and Asher Edelman. Carl Icahn developed a reputation as a ruthless corporate raider after his hostile takeover of TWA in 1985. The result of this absorption was Icahn systematically selling TWA's assets to pay the debt in the purchase of the company, which was described as asset stripping. In 1985, Pickens was featured on the cover of the Time magazine as "one of the most famous and controversial businessmen in the U.S. "For his quest for Unocal, Gulf Oil and Cities Service. In recent years, many of the assailants of the companies would be reclassified as" activist shareholders. "Many of the invaders were once corporate clients of Michael Milken, whose investment bank Drexel Burnham Lambert helped raise blind pools capital with which corporate raiders could make a legitimate effort to take over a company and provide debt financing for high performance shops [12].

Corporate raids became the hallmark of a handful of investors in the 1970s and 80s, who have built great lines credit and can buy large companies with little or no cash, often by issuing junk bonds. These invaders corporate earned a reputation for destroying a number of well-managed companies, although this may be somewhat overstated the matter [13].

Some believe that one effect was secondary to assault the enterprise is that companies are much more defensive, which in the opinion of many is not a good thing for the economy. Others argue that the raids Corporate prevent corporate managers from becoming too complacent and serve to redistribute the lowest capital sectors to more productive sectors of the economy. In particular, some argue that the apparent superior performance of U.S. companies in the 1990s compared with the German or Japanese companies came because the latter firms are protected from corporate attacks.

Opponents argue that the incursion business this usually occurs only at well-managed companies that successfully manage their money. They also argue that corporate raids major economic disruption and the creation of unemployment, are sold and closed factories. Proponents argue that the company raid companies with huge assets and low prices of securities are not managing your money well, and I should try to restore market confidence to increase their stock prices or otherwise liquidate some assets and return money to shareholders.

In the 1980s, a corporate raider quietly buying large quantities of the company's undervalued stock. He (the raider tended to be male) and then publicly announced
intention to buy a majority stake in the company, creating a demand for action by the company where there was no previously. The corporate raider attacked what he considers a group of incompetent managers and executives suggested hiring more capable for the good of shareholders. Managers entrenched themselves felt not incompetent. Wanting to protect their own jobs and careers, which responded with a takeover scenario the end of the world with hope
shareholders to remain loyal to them. Based on historical evidence rather than solid, management predicted that drastically reduce corporate raider costs, selfishly pocket
excess cash, transfer of more profitable units to another company's portfolio of securities raider, sell other units to better bidder, sell off the remains, and in the process, disrupt the
life of dedicated employees and community members. Many assailants pursued these strategies because the parties single company worth more than the whole organization [14].

Shareholders enjoyed a financial gain, while the raider corporate managers and fought for their hearts, minds and wallets. The share price of the company previously stalled
increased dramatically as more People wanted the premium price of the raider would have to pay for a majority stake in the company. Although the stock price made higher
the a takeover target company more expensive, the corporate raider, which already owns a substantial shareholding, saw the value of your portfolio shoot upward [15].

After the administration's appeal to shareholders not to sell shares to the raider fell on deaf ears as is often case managers sought a "gentleman White ready to buy quotas for the import of material in a more respectful. This usually includes the continued employment of the current management team. Or, managers could make the company financially
unattractive to the corporate raider, either selling the most valuable assets or face massive debt [16].

At this point in the game of poker, the corporate raider cashed in their chips. The white knight or win the team management would pay the price of the shares raider at a premium, called "greenmail", just to get rid of it. Ultimately, the raider with increased wealth, which is what was actually first. The team management jobs were once again
insurance. Unfortunately, the organization still was in a financial mess [17].

Merger or takeover or acquisition can be achieved by different means following the purchase of assets or shares of a company or through an arrangement with creditors under the procedure established in the Companies Act 1956 under section 391 to 396th. The raids, offers and the defenses are the result of human moods. Corporate and positions war offensive can prevent moods and war opponents may stagnate through defensive measures. In most countries, a hostile takeover corporate or band is a method to take over a company by buying a major stake, usually without the explicit approval of either the board or shareholders, then using shareholder voting rights to take measures to increase the value of the company (cost reduction, restructuring, downsizing, liquidation, sale of assets, etc..) These forays into India may involve the use of police or security agencies to force management current, and often seek the capture of documents for future fraudulent legal records. Other techniques include the insolvency forced assault, falsification of documents, Action fraudulent registrations, greenmail, shareholder lawsuits and, more recently, the partnership with financial institutions to use credit as the acquisition real assets. Corporate raids developed in Russia in 1990 "when the Soviet Union collapsed and led the economy towards privatization. Attack is done in the following types based attacks as a creditor, insolvency forced the plans of the shareholders, the abuse of the laws complicated issue, the acquisition with the use of force physics. The case of Hermitage Capital and its media-savvy CEO William Browder is notable as an example of the raids.

Consequences of the raid is broader than can be displayed which can lead to political, social or economic. As the storm becomes more pervasive companies than it already is, successful entrepreneurs must also spend a significant amount of time and resources to protect their businesses from invaders, risking the loss of property, imprisonment, or even physical violence if not hostile takeovers. There is a need for the business community to be educated about the potential threat that may be caused by vandals, to be educated about their rights of ownership, participation records, etc.. The central government has encouraged mergers and mergers and acquisitions, such combinations of two or more companies in the interest of general public and to promote industry and trade. But it is government policy to safeguard the interest of shareholders and investors therefore, the Government established the Securities and Exchange Board of India ("SEBI) has recently relaxed the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997 ("SEBI Takeover Code") governing acquisitions of listed companies in India. Techniques used in the raids are like the techniques of takeover raid and takeover bid. The procedure for organizing the acquisition includes relevant data collection and analysis, to examine the profile of shareholders, the investigation of title and searches of the debt, the review articles of association, etc,. The defense against the takeover bid may be in the form of advancement of preventive measures for the defense and – holdings joint or an agreement to vote together, interlocking shareholdings or cross-holdings, the issue of shareholding of friends and associates, merger defense apart other things. tactical defense strategies' include the friendly takeover of the shares, emotional attachment, loyalty and patriotism, resort to legal action, Operation "White Knights", "Golden Parachutes", etc,.

Four basic tactics or schemes may be carved in a while studied business practice raids breaks, business, litigation, and ground systems to be the most common, apart from additional tactics such as the creation and presentation of false evidence in a civil trial. At least three causes can be identified, first is the overall uncertainty of rights property resulting from the privatization of state assets, second cause is the poor corporate governance and the final cause of the raids is the fact that the legal system is simply not yet equipped to deal with this new form of crime. The structure of the courts, the inadequacy of the criminal law, the flaws in the investigation criminal problems bona fide purchaser and verification of corporate documents are also among the gaps can be identified. To address this problem, a new bankruptcy law should require proof of more stringent screening and ethical requirements for trustees, expanding the time of the judges to consider and make decisions, and also expand the rights of debtors bankruptcy petitions ".

The corrupt acquisition of control over the target company in general, falsifying internal documents of the companies and / or corrupt to gain control over a significant portion of the voting stock or board of the target is common in nature. The attacker can create a false power of attorney or other document to authorize a co-conspirator who enter into transactions on behalf of the company objective and then transfer the assets of the target for itself or affiliated companies or bribes raider state registration officials to alter the registration bodies of the target company to provide documents and / or its allies control the target company false. It then uses that control to divert the assets of the company selected [18].

Another important tactic that can be used by raider is the creation and presentation of false evidence in civil litigation. For example, respond to claims by victims, the invaders are characterized by false evidence, such as social contracts and agreements made to "prove" the alleged legitimacy of their acquisitions. There are steps companies can take to protect themselves. These measures include retention of a qualified lawyer to draft and review all documents constitution and contracts, while retaining the types of companies were used to investigate important partners and customers, and above provided they meet all laws and regulations [19].

acquisition The term is nowhere defined in the Companies Act 1956 (Act) or in securities and exchange Board India Act, 1992 (SEBI Act) or SEBI (substantial Acquisition of Shares and Takeovers Regulations), 1997 (Code of acquisition). A lack of definition legal, the acquisition time must be understood from its commercial use. In the language of trade, purchase term denotes the act of a person or group (acquiring) the acquisition of shares or the acquisition of voting rights or both of a company (target company), its shareholders, either through private negotiations with shareholders majority, or through a public offering in the open market with an intention to gain control over its management. The acquisition is considered "hostile" when the direction of the target company is resisting the coup attempt.

The basic principle is that when the acquisition becomes a takeover, acquisition Code applies, in addition to other provisions of law. In other words, if an acquisition, compliance with the Code as well as acquisition the law is necessary, while in case of acquisition, compliance with the Act only requires. In addition, if an acquisition occurs in a 'combination' the provisions of the Competition Act 2002 also be applicable, and approval of the Competition Commission of India is required. If the results of acquisition entry and exit of funds to or from India, the provisions of the Foreign Exchange Management Act 1999 come into force, in which case the permission either the Reserve Bank of India or the Central Government may be necessary.

The purpose behind the takeover is to bring transparency code in the transfer and acquisition operations of companies listed in public and to ensure that if minority shareholders are not given unfair treatment through pricing. The Takeover Code sets out the mandatory disclosure and compulsory acquisition if the acquirer intends to do. The procedure in case that an investor wants to takeover has been clearly established in the Companies Act 1956, the takeover code, etc.. These regulatory mechanisms also establishes violations, penalties for any violation, obligations and restrictions on commercial banks, the acquirers, the company, etc,. Acquisition to merge not only the acquisition of shares or voting rights or management control, but also the acquisition or control of assets target company. Therefore, for the purposes of the Competition Act 2002, the purchase of shares, voting rights, assets and management control must be considered. In any combination that results in an appreciable adverse effect on competition in the relevant market in India, would be declared null and void and that this effect not asked by the ICC for the powers and procedure is contained in the Competition Act 2002.

However, the era of corporate raider seems largely over. In the 1980s, later famous invaders suffered a series of purchases of bad that lost money (to his supporters, mainly) and lines Credit dried up. On the other hand, corporations became more adept at fighting hostile takeovers through mechanisms such as poison pill. Finally, the overall price of the stock market surged, reducing the number of situations in which a company's stock price was low relative to assets controls [20].

Possible remedies:

It is clear that raids will continue as long as corruption and circular hole in the application of the law. But in the meantime, there are steps that could be taken to mitigate the problem:

  • Create mechanisms that allow rapid exchange of evidence in court.
  • Pass legislation specifically criminalizing raids and the establishment of specialized task forces to investigate and prosecute cases raids.
  • Strengthen criminal penalties for submitting false evidence in civil cases and create a mechanism that allows courts to refer cases of alleged forgery to the police for quick adjudication.
  • Amend the Criminal Code to allow the prosecution criminal legal persons [21].
  • Create legal mechanisms for obtaining and using cooperating witness statements in court.
  • Enacting legislation that empowers recovery in civil litigation, asset purchasers in good faith had reason to know that the assets acquired in a were fraudulently acquired by the seller.
  • Requiring the registration of officials to verify and authenticate documents submitted to the Registrar of Companies for the purpose to reflect changes in corporate structure.
  • Needless to observe the corporate raider continue buying shares.
  • Make the company less attractive financially by selling profitable units or assuming unnecessary debt.
  • Find a "white knight" to buy the company on amicable terms.
  • Pay raider belligerent substantial sums of money not to purchase any more shares of the company.

[1] http://www.takeovercode.com/necessity_of_takeover_code.php.

[2] http://works.bepress.com/shaun_mathew/1/

[3] Seth Dua & Associates, Strategic Alliances and Mergers and Acquisitions in India legal and fiscal aspects, 2006 ed., LexisNexis Butterworths Wadhwa Publications.

[4] http://www.legalserviceindia.com/article/l183-Takeovers.html.

[5] http://www.sebi.gov.in/Index.jsp?contentDisp=SubSection&sec_id=2&sub_sec_id=2

[6] http://indiacorplaw.blogspot.com/2008/02/hostile-takeovers-in-india.html.

[7] Competition Act 2002, Section 5: The acquisition of one or more companies by one or more individuals or a merger or merger of will be the combination of these companies and the persons or companies, if-(a) any acquisition-(i) the parties to the acquisition, being the acquirer and the company whose control shares, voting rights or assets have been acquired or are being acquired in common, – (A) or in India, assets worth more than a thousand crores rupees or more turnover of Rs three billion rupees, or (B) in India or outside India, overall, assets worth over half a billion dollars U.S. or turnover more than 1500 billion U.S. dollars, or (ii) the group, in which the enterprise whose control, shares, assets or voting rights have been acquired or being acquired, would belong after the acquisition, have jointly developed or would have in common, – (A) or in India, assets worth more than rupees four thousand crores or turnover more than rupees twelve billion rupees, or (B) in India or outside India, overall, assets value of more than two million U.S. dollars or turnover more than six billion U.S. dollars, or (b) the acquisition of control by a person more than one enterprise, whether that person has direct or indirect control over another company and dedicated to the production, distribution or marketing of goods identical or similar or substitutable or providing a service similar or identical or substitutable, if-(i) the undertaking over which control has been acquired over the undertaking over which the acquirer already has direct or indirect control jointly, – (A) or in India, assets worth more than rupees one thousand crores or more volume business of Rs three billion rupees, or (B) in India or outside India, overall, assets worth over half a billion U.S. dollars or volume business more than 1500 billion U.S. dollars, or (ii) the group, which the enterprise whose control has been acquired, or is being acquired, would belong after the acquisition, jointly have or would jointly – (A) or in India, assets worth more than rupees four thousand crores or more volume Business rupees twelve billion rupees, or (B) in India or outside India, overall, assets worth more than two million U.S. dollars or volume business of more than six billion U.S. dollars, or (C) any merger or merger in which-(i) the company remaining after merger or the enterprise created as a result of the merger, as the case may be, have, – (A) or in India, assets worth more than rupees one thousand crores or turnover more rupees three billion rupees, or (B) in India or outside India, overall, assets worth over half a billion U.S. dollars or turnover more than 1500 billion U.S. dollars, or (ii) the group, in which the enterprise remaining after merger or the enterprise created as a result of the merger, would belong after the merger or merger, as applicable, or would have, – (A) or in India, assets worth over four thousand crores rupees or movement Staff rupees twelve billion rupees, or (B) I NDIA or outside India, assets worth more than two million U.S. dollars or turnover more six billion dollars U.S.. Explanation .- For the purposes of this section – (a) "control" includes control of the affairs or management-(i) one or more enterprises, either jointly or separately, on another company or group, (ii) one or more groups, together or separately, in another group or company, (b) "group": two or more undertakings which directly or indirectly, are able to – (i) Twenty-six percent exercise. or more of the voting rights in another company, or (ii) appoint more than fifty percent of the members of the board of directors of another entity, or (iii) the management or control of the affairs of another company, (c) the value of assets is determined on the book value of assets as shown in the books of account audited the company in the immediately preceding financial year in which the date of the proposed merger falls, reduced by depreciation, and the value of assets include brand value, the value of goodwill, or value of copyright, patent, permitted use, collective mark, registered owner, trade mark, registered user, homonymous geographical indications, indications geography, design or layout-design or similar

other commercial rights, if any, referred to in subsection (5) of section 3.

[8] http://www.freebase.com/view/en/corporate_raid.

[9] http://en.wikipedia.org/wiki/Corporate_raid.

[10] http://www.economicexpert.com/a/Corporate:raid.htm.

[11] http://wapedia.mobi/en/History_of_private_equity_and_venture_capital?t=5.

[12] Supra note 8.

[13] James Rolph Edwards, Corporate Raiders and Junk Car Dealers: Economics and Policy Controversy concentrations, Journal of Libertarian Studies, Vol IX, No. 2 (Fall 1990).

[14] Supra note 8.

[15] http://business.edgewood.edu/behavingbadly/files/CORPORATE RAIDERSBehaving PDF Mal.

[16] http://en.wikipedia.org/wiki/White_kinght_ (Business).

[17] Supra note 8.

[18] FIRESTONE, THOMAS, "corporate criminal attack in Russia," ABA Journal, June 2009.

[19] Ibid.

[20] Supra note 8.

[21] Supra note 18.

About the Author

Student of NLIU, Bhopal.

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