1. Presented By: CA Bhupendra Mantri Email Id: bmantri@kalanico.com, bmantri@kalanico.com bmantri@icai.org Mobile: +919829888810 Kalani & Company

2. HIGHLIGHTS  The Bill has 470 clauses and 7 schedules as against 658 Sections and 15 schedules in the existing Companies Act, 1956.  The entire bill has been divided into 29 chapters.  Following chapters have been introduced, viz. Registered Valuers (chapter XVII) Government companies (chapter XXIII) Companies to furnish information or statistics (chapter XXV) Nidhis (chapter XXVI) National Company Law Tribunal & Appellate Tribunal (chapter XXVII) Special Courts (chapter XXVIII) Kalani & Company

3. Some New Concepts  One Person Company [Clause 3]  Key Managerial Personnel [Clause 203(1) & 2(51)]  Chief Financial Officer  Independent Directors [Clause 149]  Participation at board meetings through video/audio visual means [Clause 173(2)]  Secretarial Standards [Clause 118(10) & 205]  Secretarial Audit [Clause 204]  Insider Trading of Securities [Clause 195] Kalani & Company

4.  Woman Director [Clause 149]  Corporate Social Responsibility [Clause 135]  Related Party Transactions  Serious Fraud Investigation Office (SFIO) [Clause 211]  Financial Statements  Reopening or recasting of financial statements  Revision of financial statements Kalani & Company

5. Definition  Clause 2(12):- “Book and paper” and “Book or paper” Includes books of account, deeds, vouchers, writings, documents, minutes and registers maintained on paper or in electronic form  Clause 2(13):- “Books of account” Includes records maintained in respect of – i.All sums of money received and expended by a company and matters in relation to which the receipts and expenditure take place ii.All sales and purchase of goods and services by the company iii.All assets and liabilities of the company and iv.The items of cost as may be prescribed under section 148 in the case a company which belongs to any class of companies specified under that section Kalani & Company

6. Financial Year Companies Act 1956 Companies are allowed to choose freely an accounting year. [Section 2(17)] Though for tax purposes, the financial year runs from the April 1 st to March 31 st Companies Bill 2012 Financial year for companies will be set from April 1 st to March 31 st. However: A two year period is allowed to existing companies to adjust their accounting years, Special provisions have been provided for newly incorporated companies. Clause 2(41)

7. Financial Year Companies Act 1956 It can not be exceeding fifteen months but may be shorter than a year (Sec. 210) Companies Bill 2012 For companies having subsidiaries in India and Indian companies having subsidiaries outside India (special approval process)- special provisions have been provided. [Clause 2(41)]

8. Books of Account (Clause 128) Every company shall keep books of account on accrual basis and with double entry system of accounting. All companies have to now follow a uniform accounting year ending 31 st march of every year. Time given 2 years to align. At registered office, branch offices or offices are to be kept.  Books of accounts, relevant books and papers & Financial Statement of every financial year.  Which gives true & fair view of the state of affairs of the company.  May be kept in electronic mode or in such manner as may be prescribed. Kalani & Company

9.  May be kept at other places as board of directors may decide, with notice to registrar within seven days.  Open for inspection by directors during business hours(clause 3). The officer of employees shall assist(clause 4)  Books of subsidiary can be inspected only by person authorized by a resolution of Board.  To be kept not less than 8 years. If investigation has been ordered then for such longer period as Central Government may deem fit. Willful Contravention  Penalty on those who are charged with responsibility by board- Managing Director, the Whole-time director in charge of finance or the Chief Financial Officer.  Earlier Managing Director or manager only. Kalani & Company

10. Financial statement definition – Clause 2(40) It includes-  Balance sheet as at the end of the financial year  Profit & Loss account / Income & expenditure account  Cash flow statement for the financial year  Statement of changes in equity, if applicable  Any explanatory note annexed or forming part For One person company clause 2(62), small company clause 2(85) and dormant company clause 455(1) inactive company, no cash flow statement is required. Kalani & Company

11. Financial Statements (Clause 129) Financial statements shall give a true and fair view of the state of affairs of the company or companies. Financial Statements have to comply with the accounting standards (clause 133) as defined in clause 2(2). Shall be in the form or forms as may be provided in schedule III. However, for insurance company or banking company or electricity company, forms are prescribed under relevant law, would apply. Such companies are required to disclose the items which are otherwise not covered by relevant law. Kalani & Company

12. At every AGM, the financial statements shall be laid. When company has one or more subsidiaries (including associate company and joint venture) (sub clause 3 & 4): consolidated financial statements have to be prepared. a separate statement containing the salient features of the financial statements of the subsidiary also has to be attached. the central government may provide for the consolidation of accounts in such manner as may be prescribed. the provisions of preparation, adoption and audit shall apply mutatis mutandis to consolidated financial statements. Kalani & Company

13. Consolidation of Financial Statements Companies Bill 2012 – Schedule III: General Instruction for preparation of CFS The company shall mutatis mutandis follow the requirements of this Schedule as applicable to a company in the preparation of balance sheet and statement of profit and loss. Information as per the requirements specified in the applicable Accounting Standards Profit or loss attributable to “minority interest” and to owners of the parent in the statement of profit and loss shall be presented as allocation for the period. “Minority interests” in the balance sheet within equity shall be presented separately from the equity of the owners of the parent All subsidiaries, associates and joint ventures (whether Indian or foreign) will be covered under consolidated financial statements. An entity shall disclose the list of subsidiaries or associates or joint ventures which have not been consolidated in the consolidated financial statements along with the reasons of not consolidating

14. Consolidation of Financial Statements Companies Bill 2012 – Schedule III: General Instruction for preparation of CFS Name of the entity in theNet Assets, i.e. total assets minus total liabilities Share in profit or loss Name of the entity in theAs % of consolidat ed net assets AmountAs % of consolidated profit or loss Amoun t Parent Subsidiary Indian / Foreign, 1,2,3… Minority Interest in all subsidiaries Associates (Investment as per the equity method) Indian / Foreign, 1, 2, 3… Joint Venture (as per proportionate consolidation / investment)

15. Financial Statements Companies Act 2013 – Schedule II: Useful Lives to Compute Depreciation For certain class of companies useful life / residual value shall not normally be different from useful life and residual value indicated in part C If such companies uses useful life or residual value which is different, it shall disclose justification for the same For other companies, useful life shall not be longer and residual value shall not be higher than prescribed in part C Useful life specified in Part C is for the whole of the asset. Where cost of a part of the asset is significant to total cost of the asset and useful life of that part is different from the useful life of the remaining assets, useful life of that significant part shall be determined separately. Residual value should not be more than 5% of original cost

16. Financial Statements Companies Act 2013 – Schedule II: Useful Lives to Compute Depreciation Useful life are specified based on their Single shift working Except for assets in respect of which no extra shift depreciation is permitted (indicated by NESD in Part C), if asset is used for any time during the year for double shift, the depreciation will increase by 50% for that period if asset is used for any time during the year for triple shift, the depreciation will increase by 100% for that period From the date this Schedule comes into effect, the carrying amount of the asset as on that date – Shall be depreciated over the remaining useful life of the asset as per this Schedule; After retaining the residual value, shall be recognied in the opening balance of retained earnings where the remaining useful life of an asset is nil

17. Financial Statements Companies Act 2013 – Disclosure of Loan, Investments etc. by Co. Section 186 (4): Loans given Investment made Guarantee given Security provided Purpose

18. The company shall not reopen its books of accounts and recast its financial statements unless an order is passed by court or tribunal to the effect that:  The relevant earlier accounts were prepared in a fraudulent manner.  The affairs of the company were mismanaged, casting a doubt on the reliability of the financial statements. Such Reopening and recasting shall be on application by:  Central government  Income tax authorities Reopening and Recast of Financial Statements (Clause 130) Kalani & Company

19.  SEBI  Other statutory regulatory authority or  Any person concerned The tribunal shall give notice to the Central Government and Income Tax authorities, take into considerations their representations if any before passing an order. Accounts so revised or re-cast shall be final. Kalani & Company

20. Revision of Financial Statements (Clause 131)  Directors of a company may revise financial statements or the boards report:  For any of the three previous financial years  If not in accordance with clause 129(Financial statement) or 134(BOD report).  After obtaining Approval of tribunal  A copy of order passed by the Tribunal shall be filed with the Registrar. Kalani & Company

21.  Tribunal has to give notice to Central government & Income tax department and invite their comments before passing the order.  Revision can be made once in a financial year.  Detailed reasons for revision has to be given in the Board’s report.  Revised financial statements to be approved in general meeting. Kalani & Company

22.  Government is authorized to make rules: Form in which application is to be made to tribunal Role of company’s auditors about their report on the accounts audited by them. Directors to take steps. Kalani & Company

23. At present,  The accounting standards to be followed by companies are recommended by ICAI prescribed by Central Government in consultation with and after examination of recommendations of NACAS (Section 211 (3C)) Now – By NFRA (Clause 132- Constitution of National Financial Reporting Authority) Accounting Standards (Clause 133) Kalani & Company

24.  Central Government may, by notification, constitute National Financial Reporting Authority (NFRA), which shall :  Consists of Chairperson & other 15 members appointed by Government, may be part time or full time.  The chairperson shall be a person of eminence having expertise in accountancy, auditing, finance, business law, economics or similar disciplines.  Shall make declaration for conflict of interest not association with audit firm.  Make recommendations to the Central Government on the formulation and laying down of accounting and auditing policies and standards. Kalani & Company

25.  Monitor & enforce compliance with accounting & auditing standards.  Oversee the quality of professional services of auditors, suggest matter relating to qualify improvements.  Any other function related to above.  Investigate about the professional or other misconduct of chartered accountants in practice Powers of ICAI to take disciplinary action against their members is transferred to NFRA. NFRA has powers of civil court also to conduct an investigation. Kalani & Company

26.  No other institute or body shall initiate or continue any proceeding in such matter of misconduct.  Where professional or other misconduct is proved, NFRA has the power to make order for: impose a minimum penalty of 1 lakh on individual which may extend 5 times of fees and minimum 10 lakhs on firm which may extend to 10 times of fees received. debar the member or the firm from professional practice for a minimum period of 6 months or such period up to 10 years.  Aggrieved member or firm can file appeal before the Appellate Authority constituted under sub section (6). Kalani & Company

27.  Professional or other misconduct has same meaning what is u/s 22 of The CA Act,1949.  Annual report of NFRA will go to central government and laid before both houses of parliament. Kalani & Company

28. APPELLATE AUTHORITY (Clause 132 sub clause 6-9) Central government shall constitute appellate authority consisting chairman and not more than 2 other members. Purpose – Appeal against order by NFRA. Fees – As may be prescribed and procedure also shall be prescribed. Annual report of Appellate authority shall be about its activities forward to central government and laid before both houses of parliament. Kalani & Company

29. At present  Auditing standards are issued by ICAI Now[clause 143(10)],  Government will notify auditing standards or any addendum there to: As recommended by ICAI in consultation with and after examination of recommendation made by NFRA.  So the present authority of ICAI to formulate auditing standards will now taken over by the Government.  Till standards are notified standard specified by ICAI are the auditing standard. Standard of Auditing Kalani & Company

30. Board’s Report (Clause 134) The BOD has to approve the financial statements including Consolidated financial statements(if any) for each financial year and submit to the auditors for report thereon. Signed on behalf of BOD:  Chairperson where he is authorised OR  Two directors one of them MD and CEO(in case he is director)  And CFO and Company secretary(if any)  Only by one director in case of one person company The Board has to prepare its report to the members and submit it at the AGM. Auditor’s report to be attached. Kalani & Company

31. Following additional information is required in the BOD report:  Extract of annual return in prescribed form.  Statement of declaration given by Independent Directors u/s 149(6).  In the case of a listed company or any other company as specified by the Rules as provided in section 178(1), the company’s policy on director’s appointment and remuneration, criteria for determining qualifications, positive attributes, independence of directors, etc.  Particulars of loans, guarantees or investments in subsidiaries as provided in section 186. Kalani & Company

32.  Particulars of contracts or arrangements with related parties as stated in section 188.  A statement indicating development and implementation of risk management policy for the company which in the opinion of the Board may threaten the existence of the company.  Details about policy developed and implementation of corporate social responsibility policy.  In the case of listed and other specified companies a statement indicating formal annual evaluation made by the Board about its performance and of its committees and Independent directors. Kalani & Company

33.  Explanation and comments on every qualification, reservation or adverse remarks or disclaimer made by auditors in audit report and by CS in secretarial audit report.  The Director’s Responsibility statement shall state : All four matters presently reported as required by sec 217(2AA) In case of listed company, laid down internal financial control and that such financial internal control are adequate and are operating effectively. Internal financial control is defined for efficient conduct of business, safeguarding of fixed assets, prevention and detection of fraud and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information. Kalani & Company

34. Device of proper system to ensure compliance of other laws.  Such other matters as provided in the rules notified by the Central Government.  Board’s report shall be signed by chairperson if authorised, or by at least two directors one of them Managing director or by the director where there is one director.  Signed copy of financial statements including consolidated financial statements shall be issued, circulated or published along with any notes to or forming part of financial statements, auditor’s report and board’s report. Kalani & Company

35.  Company having:  Net worth of Rs.500 crore or more or  Turnover of Rs.1000 crore or more or  Net profit Rs.5crore or more during any financial year  Board of directors of above company shall constitute a corporate social responsibility committee.  Consists of 3 or more directors, one should be an independent director. Corporate Social Responsibility (Clause 135) Kalani & Company

36.  Functions of CSR committee  Formulate & recommend to the board corporate social responsibility policy.  Recommend about expenditure to be incurred for these activities.  Supervise the implementation of this policy.  Board should spent at least 2% of the average profits of the preceding 3 years, if not able to spend then give reasons for the same. Kalani & Company

37.  Types of activities for which company has to spend for its social responsibilities are listed in schedule VII.  Company shall give preference to local area and area around it where it operates Kalani & Company

38. Corporate Social Responsibility Companies required to comply with CSR shall give additional Information by way of notes to the Statement of Profit and Loss about the aggregate expenditure on CSR activities. Schedule VII of the Companies Bill 2012 prescribes activities that may be included by companies in their CSR policies : Eradicating extreme hunger and poverty; Promotion of education; Promoting gender equality and empowering women Reducing child mortality and improving maternal health; Combating human immunodeficiency virus, acquired immune deficiency syndrome, malaria and other diseases; Ensuring environmental sustainability; Employment enhancing vocational skills; Social business projects; Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government or the State Governments for socioeconomic development and relief and funds for the welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women; and Other matters as may be prescribed.

39.  Laying before Company in general meeting(Clause 136)  Copy of financial statements, consolidated financial statements, Auditor’s report and other documents to be laid before company in general meeting.  Shall be sent to every member, every trustee and person entitled before 21 days of the meeting.  Shall file with registrar within 30 days of the AGM held or to be held. Kalani & Company

40.  In case of listed company : Copies of such documents made available at registered office before 21 days. A statement sent to members and trustees before 21 days. Central government may prescribe manner of circulation. Kalani & Company

41. Internal Audit (Clause 138) At present, Internal Audit can be conducted by the company's staff. Now, clause 138 that such class or classes of companies as may be prescribed, the BOD have to appoint a Chartered Accountant, Cost Accountant or other professional, as may be decided by BOD, for carrying internal Audit. Government is authorized to make rules on this behalf. Kalani & Company

42. CHAPTER IX – ACCOUNTS OF COMPANIES Internal Audit (Draft Rules): Following class of cos. Shall be required to appoint an internal auditor or a firm of internal auditors: (a) every listed company (b) every public company having paid up share capital of Rupees ten crores or more; (c) every other public company which has any outstanding loans or borrowings from banks or public financial institutions exceeding twenty five Crore rupees or which has accepted deposits of twenty five Crore rupees or more at any point of time during the last financial year. The Audit Committee of the company or the Board shall, in consultation with the Internal Auditor, formulate the scope, functioning, periodicity and methodology for conducting the internal audit.

43. Appointment of Auditors (Clause 139) For companies other than listed companies (Sub clause 1) At the 1 st AGM, company shall appoint the auditor for a period of 5 years till the conclusion of 6 th AGM and thereafter till the conclusion of every 6 th AGM. Company shall place matter of appointment of auditors at each AGM for ratification. Certificate from auditor complying with the conditions as may be prescribed and he satisfies the criteria provided in Clause 141. Company shall inform the auditor and also file a notice of appointment with the registrar within 15 days. Kalani & Company

44. For Listed companies (Sub clause 2) An individual as auditor cannot be appointed for a term of more than 5 consecutive years and a firm as auditor for two terms of 5 consecutive years. After that there is a cooling period of 5 years. New audit firm shall not have common partner with that of firm whose tenure has expired. Every company existing on or before commencement of this Act, have to comply with the provisions within 3 years. Kalani & Company

45. Members may resolve the auditing partner and his team, shall be rotated. Central Government may prescribe rules for rotation of auditors for listed companies. LLP incorporated under LLP Act, 2008 is also included in the definition of firm. Kalani & Company

46. First Auditors First auditor shall be appointed by the Board of Directors within 30 days of incorporation. If Board fails, then the members at the EGM will appoint within 90 days. Auditor is appointed till the conclusion of 1 st AGM. For Government company or company owned or controlled by the Government: C&AG shall appoint auditors within 180 days from the commencement of the year to hold office till conclusion of next AGM. Kalani & Company

47. For New Government Company  C&AG will appoint the auditor within 60 days of incorporation.  Otherwise BOD in next 30 days and if BOD also fails then by the members of company within 60 days at the EGM.  Auditor will hold office till conclusion of Ist AGM. Casual vacancy is more or less the same as at present. In case of Government company, casual vacancy to be filled by C & AG within 30 days, if not done then BOD will fill the casual vacancy. Kalani & Company

48. If no auditor appointed at AGM then existing auditor will continue. Retiring auditor may be re-appointed at an AGM unless :  Auditor is disqualified.  Notice by auditor in writing for unwillingness.  Special resolution providing expressly other auditor be appointed in place of retiring auditor. Kalani & Company

49. Removal of Auditor (Clause 140) Auditor can be removed by a special resolution obtaining previous approval of CG in the manner prescribed. Auditor concern to get reasonable oppurtunity. Auditor who has resigned is to file within 30 days a statement in prescribed form with the company & registrar. And if Govt. company then also to the C&AG. Minimum fine of Rs.50,000 which may extend up to Rs.5,00,000 on auditor for not giving notice of resignation. Kalani & Company

50. Special notice required for a resolution at AGM when retiring auditor is not appointed, except in case where retiring auditor has completed a tenure of 5 consecutive years or 10 years as the case may be. Same procedure is there for notice to change auditors. If copy of representation is not send to the members being received late, a copy thereof shall be filed with the registrar. The tribunal either suo motu or on receipt of application made to it by CG or concerned person, if satisfied that the auditor has acted in any fraudulent manner, it may by order direct the company to change its auditors. The auditor will also be liable for action u/s 447. Kalani & Company

51. In case of application from CG, if the tribunal is satisfied that the change of the auditor is required; it shall within 15 days of receipt of application make a order that he shall not function as auditor & CG can appoint another person in his place. The auditor on whom final order has been passed shall not be eligible to be appointed as an auditor of a company for a period of 5 years. Kalani & Company

52. Eligibility & Disqualification of Auditor (Clause 141)  Eligibility:- Beside individual, only if he is Chartered Accountant, firm majority of partners are qualified for appointment as aforesaid Firm includes LLP. Only Chartered Accountant shall be authorised to act and sign on behalf of the firm.  Disqualification:- Body corporate, officer or employee of the company or his partner Indebtness of company or given guarantee against debt, also include its subsidiary or its holding company or associate company or a subsidiary holding company in excess of amount as may be prescribed. Kalani & Company

53. Holding security in the company, holding or subsidiary company Holding security by relative not exceeding Rs. 1000/- or as may be prescribed. Following additional persons have been disqualified to become auditors of a company: A person or a firm has business relationship with the company, its subsidiary, its holding or its associate company directly or indirectly. A person who is relative of a director or is in the employment of the company as a director or key managerial personnel. Kalani & Company

54. A person who is convicted by any Court of an offence involving fraud, and a period of 10 years has not elapsed from the date of such conviction. Any person, firm or its associate is engaged on the date of appointment in consulting and specified services as provided in section 144. Kalani & Company

55. Remuneration of Auditor ( Clause 142 ) Remuneration will be fixed in General Meeting. Remuneration does not include any remuneration paid to the auditors for any other service rendered by him at the request of the company. Kalani & Company

56. Powers & Duties of Auditor (Clause 143) Beside power as at present, in case of auditor of a holding company, auditor shall have the right to access all the records of its subsidiaries in so far as it relates to consolidation of financial statements (Proviso to sub clause 1). Auditor will comply with auditing standards as defined in Clause 2(7) read with Clause 143(10) Auditor’s report (sub clause 2) will be prepared after taking in account –  provisions of the Companies act,2012 and  the accounting and auditing standards. Kalani & Company

57. Matters which are required to be included under provisions of this act and rules there under: Statement on order made in sub clause 11 True and fair view of cash flow statement beside state of affairs as at close of year and profit and loss. Sub clause 3 requires auditor’s report will also state: Whether he has sought and obtained information and explanations, if not got, the details thereof and effect of such information on financial statements. Kalani & Company

58. Same what is presently in relation to proper books of account, balance sheet and profit & loss account dealt are in agreement of books of account, adequate information received from branches not visited and report of other auditor for branch office, if any, compliance of accounting standards and disqualification of directors under section 164. The observation or comment on financial transaction or matters which has any adverse effect on function of the company. Any qualification in relation to the maintenance of accounts and other matters connected therewith. Whether company has internal control in place and its effectiveness. Kalani & Company

59. Such other matters as may be prescribed. The CG in consultation with NFRA, pass an order that the auditors report shall also include a statement on such matters as may be specified therein.(sub clause 11) If auditor has reason to believe that any fraud is being committed by the officers or employees against the company, shall immediately report to CG in the manner prescribed.(sub clause 12) Provisions of this section shall also apply on Cost Accountants and Company Secretary. If the auditor, cost accountant & company secretary do not comply with the provision of sub section (12), they are punishable with a fine of minimum Rs1 lac which may extend up to Rs25 lacs. Kalani & Company

60. Government Company Audit C & AG will direct to auditor of the company the manner in which accounts are required to be audited. Auditor will submit a copy of audit report to C&AG Effect of direction on financial statement and accounts C&AG within 60 days conduct supplementary audit Comment of C&AG or supplementary audit shall be sent to every member and persons to whom financial statements are sent. C&AG can also carry test audit as provided under section 19A of C&AG(duties, power and condition of services)Act, 1971. Kalani & Company

61. Auditor not to render certain services (Clause 144) Auditor of a company can render such other services as are approved by the BOD or audit committee but such services shall not render directly or indirectly : Accounting and book-keeping services. Internal audit. Design and implementation of any financial information system. Actuarial services. Kalani & Company

62. Investment advisory, investment banking or any other financial services. Management services. Any other services as may be prescribed by rules. Also not to provide such services to holding or subsidiary company. Explanation in relation to directly or indirectly is very stringent. Kalani & Company

63. Auditors to sign audit reports (Clause 145) Person appointed as an auditor will sign audit report or sign or certify any other documents. Qualifications, observations or comments on financial statements which have adverse effect on functioning of a company shall be read before the GM & open for inspection by any member. Kalani & Company

64. Auditors to attend General Meeting (Clause 146) All notices and other communications relating to AGM will be forwarded to the auditor. Auditor shall unless otherwise exempted by the company to attend the AGM either by himself or through his authorized representative who shall be qualified to be an auditor. Auditor will have right to be heard on any part of business relating to him as auditor. Kalani & Company

65. Punishment for Contravention (Clause 147) Penalty for non compliance with clause 139 to 146 Company shall be punishable with fine of Rs.25,000 which may extend up to Rs.5,00,000 Every other officer in default with imprisonment for a term of 1 year or fine of Rs.10,000 which may extend up to Rs.1,00,000 or both. Kalani & Company

66. Penalty for contravention by auditors:- If auditors contravenes provisions of clause 143 to 145, it shall be punishable with fine of Rs.25,000 which may extend up to Rs. 5,00,000. If such is with an intention to deceive the company or its shareholders or creditors or any other person interested in company shall be punishable with imprisonment for a term of 1 year or fine of Rs.1,00,000 which may extend up to Rs. 25 lacs. Kalani & Company

67. Also liable to refund remuneration received & pay for damages to company or other persons for loss arising out of incorrect or misleading statement made in audit report. CG shall appoint authority or statutory body or an officer ensuring prompt payment of damages. In case of firm, it will be jointly or severally responsibility of partners for any fraud, collusion or abetted. Kalani & Company

69. Questions Kalani & Company