How to Prepare Annual Report

DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 1 HOW TO PREPARE ANNUAL RETURN AS PER COMPANIES ACT, 2013’ {MGT-7} INTRODUCTION: Section 159,160,161,162 & Schedule V deals with the Annual Return & related Provisions under Companies Act, 1956. But in Compan ies Act, 2013 all these Sections are combined together in one Section namel y – 92. Annual return is a yearly statement, required to be filed by every company irrespective of their nature, i.e. private, public, listed, unlisted, or status, i.e. active, dormant or under amalgamation. It is perhaps the mo st important document required to be filed by every company with the Regi strar of Companies. Apart from the Financial Statements, this is the only document to be compulsorily filed with the Registrar every year irrespective of any events / happenings in the company. Section 92 of the Companies Act, 2013 requires ever y company to prepare an annual return, a comprehensiv e document which contains information of a company re lating to its share capital, indebtedness, directors, shareho lders, changes in directorships corporate governance disclosures e tc. The Companies Act, 2013, a historic legislation whi ch intends to improve corporate governance and empower shareholders. The Act has incorporated a fr amework which is based on self-regulation but with enhanced disclosures and accoun tability on the part of companies and their managem ents. The Ministry of Corporate Affairs vide General Circ ular 8/2014 dated 04.04.2014 clarified that annual return in terms of section 92 of the Companies Act, 2013 will be in form MGT 7 and will be applicable for financial years commencing on or after 1st Apri l, 2014 TIME PERIOD: An Annual Return is a snapshot of certain company information as they stood on the close of the financial year. It is not a tax return; it is simply a corporate law requirement and every company is legally obligated to file this return with Registrar of Companies (ROC). DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 2 Earlier in the Companies act, 1956 Annual return wa s prepared for the period from the date of last AGM to date of current AGM . But there is a major change under Companies Act, 2013 i.e. now Companies are required to prepare Annual R eturn for the financial year i.e. 1 st April to 31st March. ANNUAL RETURN OF FOREIGN COMPANY: As per section 384(2), the provisions of section 92 shall also apply to a foreign company, subject to such exceptions, modifications and adaptations as m ay be made therein by rules. Rule 7 of the Companies (Registration of Foreign Companies) Rules , 2014 provides that every foreign company shall prepare and file, within a period of sixty da ys from the last day of its financial year, to the Registrar annual return in Form FC.4 along with fee , containing the particulars as they stood on the close of the financial year EXTRACT OF ANNUAL RETURN: As per sub-section (3) of section 92, the companies are also required to prepare extract of Annual Return in Form No. MGT-9 which shall form part of B oard’s Report. PENALTY: If a company fails to file its annual return under section 92, before the expiry of the period specifi ed under section 403 with additional fee, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may exten d to five lacs rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than fi fty thousand rupees but which may extend to five lacs Rupees, or with both.(Section 92). FILING OF ANNUAL RETURN WITH THE REGISTRAR (SECTION 92(4)) The return has to be filed with the Registrar of Companies within 60 days from the date of Annual General Meeting. If the Annual General Meeting is n ot held in any year, the return has to be filed within 60 days from the date on which Annual Genera l Meeting should have been held together with the statement specifying the reasons for not holdin g the Annual General Meeting, on payment of such fee or additional fee as prescribed (Rule 12 of the Companies (Registration Offices and Fees) Rules, 2014. DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 3 Let’s Start Detailed discussion on Annual return Prepar ation of Annual Return: MCA by Companies (Management and Administration) Am endment Rules, 2015 dated: 28th August, 2015 came out with the Final format of Annual Return (MGT-7). No. Heading MGT-7 Info Required Source of Income I. REGISTRATION AND OTHER DETAILS REGISTRATION AND OTHER DETAILS REGISTRATION AND OTHER DETAILS REGISTRATION AND OTHER DETAILS Corporate Identification No. CIN No. of Company MCA Website Name of Company Pre-fill Pre-fill Registered office address Pre-fill Pre-fill Email- ID of the company EMAIL ID of Company Letter Head of Company Telephone number with STD code Telephone No. of Company Letter Head of Company Website, if any Website of Company Letter Head of Company Date of Incorporation Pre-fill Pre-fill Type of Company Pre-fill Pre-fill Category of Company Pre-fill Pre-fill Sub-Category of Company Pre-fill Pre-fill Whether company is having Share Capital Pre-fill Pre-fill Whether Company is Listed on Recognize Stock Exchange Select Yes or No If Yes, Then mention 1. SE code and SE Name 2. Transfer Agent CIN Financial Year 1st April, 2015 - 31st March -16 Financials of Company Whether AGM Held If yes Then Mention Minutes of AGM DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 4 Date If not then provide extentsion details II. PRINCIPLE BUSINESS ACTIVITY OF COMPANY PRINCIPLE BUSINESS ACTIVITY OF COMPANY PRINCIPLE BUSINESS ACTIVITY OF COMPANY PRINCIPLE BUSINESS ACTIVITY OF COMPANY (All the business activities contributing 10% or mor e of the total turnover of the company shall be stated) Number of Business activity NIC Code List  Main Activity Group Code 99531 NIC Code List  Description of main business activity Residential Buildings NIC Code List  Business Activity code 9953112 NIC Code List  Description of Business Activity Multi-dwelling residential buildings NIC Code List  % of Total Turnover of Company 40% NIC Code List NIC CODE LIST http://www.mca.gov.in/XBRL/pdf/NPCS_codes.pdf III. PARTICULARS OF HOLDING, SUBSIDIARY, JOINT VENTURES PARTICULARS OF HOLDING, SUBSIDIARY, JOINT VENTURES PARTICULARS OF HOLDING, SUBSIDIARY, JOINT VENTURES PARTICULARS OF HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES AND ASSOCIATE COMPANIESAND ASSOCIATE COMPANIES AND ASSOCIATE COMPANIES Number of Company for which Information is given Check the Investments of Company and Check the Shareholder of Company. Name of Company Pre- fill Balance Sheet- Investment of Company CIN of Company MCA Website Balance Sheet- Investment of Company Holding/ Subsidiary/ Joint Venture Check Status as per Definition Balance Sheet- Investment of Company % of shares Held Balance Sheet- Investment of Company DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 5 POINTS TO BE KEPT IN MIND WHILE PREPARING THE POINT NO III:  Check the Register of Member for – Subsidiary.  Check the definition of Holding, Subsidiary and Ass ociate Company.  Check the Investment Register of the auditee compan y. 4 44 4 SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY OF THE COMPANY OF THE COMPANY OF THE COMPANY (I) SHARE CAPITAL (a) Equity/ Preference Share Capital Particulars Face Value Authoriz ed Capital Issued Capital Subscrib ed capital Paid up Capital Total no. of shares
Balance Sheet
MCA Website
Register of Members Number of classes Check whether there is different-2 class of Equity shares. Class of shares Authoriz ed Capital Issued Capital Subscrib ed capital Paid up Capital
Balance Sheet
MCA Website
Register of Members (d) Break-up of paid-up Share Capital Class of shares Number of shares Total Nominal Amount Total Paid-up amount Total premium Equity Shares At the beginning of the Year Increase during the Year Points to be kept in mind while preparing the point No d:  Register of Member at the beginning of the Year. DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 6  Whether any allotment during the year (PAS-3)  Type of Allotment. Decrease during the Year Points to be kept in mind while preparing the point No d:
Register of Member at the end of the Year.
Transfer of Shares during the year.
Forfeiture of shares during the year, if any.
Redemption of Shares during the year if any. (III) Details of shares/debenture transfers since closure date of last financial year(or in the case of the first return at any time since the incorporation of the Company) Points to be kept in mind while preparing the point No d:
Register of Share Transfer.
Share Transfer Deeds.
Minutes of Board Meeting. (IV) Indebtedness including debentures(Outstanding as at the end of Financial Year) Points to be kept in mind while preparing the point No d:
Register of Securities.
Balance Sheet. V. TURNOVER AND NET WORTH OF THE COMPANY TURNOVER AND NET WORTH OF THE COMPANY TURNOVER AND NET WORTH OF THE COMPANY TURNOVER AND NET WORTH OF THE COMPANY (AS DEFINED IN THE COMPANIES ACT. 2013) (AS DEFINED IN THE COMPANIES ACT. 2013) (AS DEFINED IN THE COMPANIES ACT. 2013) (AS DEFINED IN THE COMPANIES ACT. 2013) Turn Over Turn over as on 31.03.2015 Statement of Profit & Loss account- Income side. Net worth Net Worth as on 31.03.2015 Check Balance Sheet and Calculate as: As given in 2 (57) of Companies Act, 2013 VI. SHARE HOLDING PATTERN SHARE HOLDING PATTERN SHARE HOLDING PATTERN SHARE HOLDING PATTERN DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 7 SHARE HOLDING PATTERN- PROMOTER Given in Table format Below- Annexure I Number of Shares and Percentage of Share holding.
Check the Status of Promoter.
Register of Members SHARE HOLDING PATTERN- PUBLIC Given in Table format Below- Annexure I Numbers of Shares and Percentage of Share holding.
Register of Members
Register of Shareholder SHARE HOLDING PATTERN- PUBLIC (FII) Details Of Foreign Institutional Investors' (FILS) Holding Shares Of The Company. Name of FII Address, Date of Incorporation, Country of Incorporation No. of Share Hold and Percentage of Share Holding.
Register of Members POINTS TO BE KEPT IN MIND WHILE PREPARING THE POINT NO VI:  Read the Definition of Promoter given in section 2( 69) of Companies Act, 2013. As per definition decide the Promoters of the Company.  Shareholding of person other than promoter is to be entered in Share Holding Pattern- Public . VII. NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS Promoters At the Beginning of Year Addition Cessation At the End of year  Register of Members  PAS-3 (filed during the Year)  Transfers Deeds  Minutes of the Meetings Members {other than promoters) Debenture holders POINTS TO BE KEPT IN MIND WHILE PREPARING THE POINT NO VII:  Check Register of Member (Shareholder at the beginn ing of the Year). DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 8  Check whether there is any allotment during the yea r for (Addition).  Check whether any Transfer/forfeiture/Buy-back for (Cessation).  Check the Register of Member (Shareholder at the en d of the Year). VIII. DETAILS OF DETAILS OF DETAILS OF DETAILS OF DIRECTORS AND KEY MANAGDRIAL PE DIRECTORS AND KEY MANAGDRIAL PEDIRECTORS AND KEY MANAGDRIAL PE DIRECTORS AND KEY MANAGDRIAL PERSONNEL RSONNELRSONNEL RSONNEL- -- - Annexure Annexure Annexure Annexure- -- - III IIIIII III Promoter Check as per Definition Executive & Non executive Check form DIR-12
Register of Director
DIR-12 No. of Director at Beginning of the year Check No. of Total Director as on beginning of the year (as on 01.04.2014) Register of Director No. of Director at the end of the year Check No. of Total Director as on end of the year (as on 31.03.2015)
Register of Directors
MCA Website Percentage of share held by Director at the end of the Year Director Shareholding as on 31.03.2015 i.e. at the end of the year. Register of Directors Shareholding Independent or Not Check status of Director
Declaration of Independency
DIR-12
Register of Director Nominee or Representative Check Status
DIR-12
Register of Member No. of Director & KMP as on 31.03.2015 Check Register of Directors VIII DETAILS OF DIRECTORS & KMP AS ON CLOSURE OF FINANCI AL YEAR DETAILS OF DIRECTORS & KMP AS ON CLOSURE OF FINANCI AL YEAR DETAILS OF DIRECTORS & KMP AS ON CLOSURE OF FINANCI AL YEAR DETAILS OF DIRECTORS & KMP AS ON CLOSURE OF FINANCI AL YEAR Name Name of all the Directors and KMP as on 31st March
Register of Director
MCA
DIR- 12 DIN DIN of all the Directors
Register of Director DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 9 and KMP as on 31.03.2015
MCA Designation Designation of all the Directors and KMP as on 31st March
Register of Director
MCA
DIR- 12 Number of Equity Shares held Shareholding of all the Directors and KMP as on 31 st March
Register of Director Shareholding
Register of Member Date of Cessation (after closure of Financial Year if any) Between 31.03.2015 to Date of finalization of Annual Return
DIR-12
MCA
Minutes VIII PARTICULAR OF CHANGE IN DIRECTOR(S) OR KMP PARTICULAR OF CHANGE IN DIRECTOR(S) OR KMP PARTICULAR OF CHANGE IN DIRECTOR(S) OR KMP PARTICULAR OF CHANGE IN DIRECTOR(S) OR KMP DURING THE YEAR DURING THE YEAR DURING THE YEAR DURING THE YEAR Name
Register of Director
DIR-12 DIN
Register of Director
DIR-12
DIN-3 Designation at the beginning/ during the financial year
Register of Director
DIR-12 Date of Appointment/ Change in designation / Cessation
Register of Director
DIR-12, Nature of Cessation (after closure of Financial Year if an Date of Appointment/ Change in designation / Cessation
Register of Director
DIR-12 Points to be kept in mind while preparing the point No VIII:  Check the Register of Director DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 10  Check Form DIR-12  Check the MCA Website IX. MEETINGS OF MEMBERS MEETINGS OF MEMBERS MEETINGS OF MEMBERS MEETINGS OF MEMBERS Type of Meeting Notice of the Meeting Date of Meeting Minutes of the Meeting Total No. of Member entitle to attend Meeting Register of Member Number of Members Present Attendance Sheet & Proxy Sheet of Meeting Present Member- % of shareholding Attendance Sheet with Register of Member IX. MEETINGS OF BOARD MEETINGS OF BOARD MEETINGS OF BOARD MEETINGS OF BOARD Date of Meeting Minutes of the Meeting Total No. of Director as on date of Meeting Register of Director Number of Director Present Attendance Sheet of Meeting Present Director- % of Total Director Attendance Sheet with Register of Director IX. MEETINGS OF COMMITTEE MEETINGS OF COMMITTEE MEETINGS OF COMMITTEE MEETINGS OF COMMITTEE Type of Meeting Name of Committee Date of Meeting Minutes of the Meeting Total No. of Members as on date of Meeting List of Members of Committee Number of Member Present Attendance Sheet of Meeting % of total shareholding Attendance Sheet with total no. of Members DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 11 Note: After filling of above mention details there is Par t ‘D’ of Point ‘IX’ which talks about the presence of Director in all type of Meeting whether Board, Committee and General Meeting. It will calculate the presence of Director in the Business of Company by calculating his presence in the Meetings of the Com pany. Points to be kept in mind while preparing the point No IX:  Check the Frequency of No. of Meeting  Check the Quorum of the Meeting X. REMUNERATION TO DIRECTORS AND KMP REMUNERATION TO DIRECTORS AND KMP REMUNERATION TO DIRECTORS AND KMP REMUNERATION TO DIRECTORS AND KMP MD/ WTD/ MANAGER/ CEO/ CFO/ CS MD/ WTD/ MANAGER/ CEO/ CFO/ CSMD/ WTD/ MANAGER/ CEO/ CFO/ CS MD/ WTD/ MANAGER/ CEO/ CFO/ CS/ Director / Director/ Director / Director Name Name of the Person Designation
Register of Director
MCA
DIR-12 Gross Salary
Balance Sheet of the Company
Minutes of Meeting in which appointment made
Appointment Letter Commission Ledger Stock option Balance Sheet of the Company Others Balance Sheet of the Company Total Amount Balance Sheet of the Company Note: Remuneration to all the Directors / KMP / required to be given in the Annual Return. Points to be kept in mind while preparing the point No XII:  Verify the Amount of Remuneration from Balance Shee t, Ledger, Minutes of appointment / increase in remuneration and any form if filed. DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 12 XII. PENALTY/ PUNI PENALTY/ PUNI PENALTY/ PUNI PENALTY/ PUNISHMENT DETAILS THEREON SHMENT DETAILS THEREONSHMENT DETAILS THEREON SHMENT DETAILS THEREON Company/ Director/ Officer Company/ Director/ Officer Company/ Director/ Officer Company/ Director/ Officer Name of Company/ Director/ Officer Check with the Director/ Officer and Company whether they penalize during the year. Name of Court/ Concerned Authority. If answer of above Question is Yes, then mention the Name of Authority. Date of Order If Order Passed, then Mention dates of Order – Copy of Order Copy of Order Copy of Order Copy of Order. .. . Name of Act And Section Under Which Penalized Check the Section and Act under which Penalty Levied. Details of Penalty Brief Particular of Offence penalized. Details of Appeal & Present Status Details of appeal done during the financial year and current status. XII. Details of Compounding of Offence Details of Compounding of Offence Details of Compounding of Offence Details of Compounding of Offence Name of Company/ Director/ Officer Check with the Director/ Officer and Company whether they gone for any compounding during the financial year. Name of Court/ Concerned Authority If answer of above Question is Yes, then mention the Name of Authority Date of Order If Order Passed, then Mention date of Order – Copy of Order Name of Act and Section under which Committed Check the Section under which compounding was done. Particular of offence Brief Particular of Offence compounded Amount of compounding Amount levied by authority on compounding. Note: For the better Corporate Governance, Knowledge of S take Holders and for the Transparency regarding default of Company, Its Directors and Off icer above step is taken by the Ministry. Points to be kept in mind while preparing the point No XII: DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 13  Check maximum amount of the fine- If it does not ex ceed five lakh rupees then the application for compounding of an offence be made t o Regional Director and in other case to the tribunal.  Refer the particular Sections of the Companies Act, 2013 to identify the nature of offence and penalty/ punishment NOTE Below Given Part No. XI. XIV I will discuss in my Next Article- Professional Involvement in preparation of Annual Return XI. Whether company has made all compliances and disclo sures during the year XIII. Whether complete list of shareholders, debenture holders has been enclosed as an attachment XIV. Compliance of Sub-Section (2) of Section 92, in Case of Listed Companies (Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com) Disclaimer: The entire contents of this document have been prepa red on the basis of relevant provisions and as per the information existing at the time of the preparation . Although care has been taken to ensure the accura cy, completeness and reliability of the information provided, I assume n o responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume n o responsibility for the consequences of use of such information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPE CIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION. This is only a knowledge sharing initiative and author do not intend to solicit any business or profession.