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The New Way Of Doing Business
Three new rulebooks—GST, IFRS and a new Direct Tax Code—will transform several aspects of a company’s operations. The time to prepare for them is now.


What is it?

The Goods and Services Tax (GST) will swallow all indirect taxes, from excise duty levied by the Centre to value-added tax (VAT) imposed by states. GST will treat India as one market in terms of taxation—a single indirect tax rate for all goods and services.

When will it come into effect?

The Centre says April 1, 2010. It will be tough, as much work remains to be done to get the Centre and all states on the same page, and to thrash out operational details. Even companies are not ready at their back end.

What are the major proposals?

  • The GST will be levied when goods are sold or services provided.
  • The rate is likely to be 16-18%, significantly lower than the effective rate of 35-40% levied on 80% of goods.
  • No GST will be levied on goods under the ‘exempt’ category, 1% on bullion, a concessional rate on ‘essential’ items. All other goods and services: normal GST rate.

How will it change the way companies do business?

  • Fall in prices to increase demand for goods.
  • Single price of a product across the country.
  • Less tax paperwork.
  • Fewer warehouses.
  • Lower working capital.


Direct Tax Code

What is it?

A new set of rules for direct taxes proposed by the government. The big ideas here are lower tax burden, elimination of exemptions and incentives, and simpler processes. Worthy objectives all, but not always met by this Code.

When will it come into effect?

April 1, 2011. At present, the Code is open for public comments—of which, there will be a deluge from companies. After that, it has to be finalised and cleared by the government.

What are the major proposals?

  • Cut corporate profit tax from 34% (including surcharge and cess) to 25% (all inclusive)
  • Change the basis of minimum alternate tax (MAT). Instead of 15% of book profits, it will be 2% of gross assets for non-banking companies and 0.25% of gross assets for banking companies.
  • Even loss-making companies have to pay MAT.
  • Scrap all location-based tax exemptions and incentives.
  • IT commissioners can invalidate transactions entered into with the sole intention of claiming a tax benefit.
  • Losses can be carried forward for an unlimited period of time.

How will it change the way companies do business?

  • Most companies will pay more tax, as they are paying way below the current standard rate because of incentives.
  • The new MAT will kill new asset-heavy businesses.
  • Economics, not incentives, will decide where companies set up new units.
  • Units in tax havens will review location in a sop-free regime.



What is it?

A new basis of accounting that is more transparent, demanding and global. About 100 countries have adopted it, making comparison of financial statements across companies easier.

When will it come into effect?

India has committed to April 1, 2011. That means the accounts for 2010-11 will have to be IFRS-compliant, which gives policymakers, auditors and companies six months to get their act together.

What are the major proposals?

  • Basis of revenue recognition to change from realised sales to transfer of ownership.
  • Companies, listed and unlisted, will have to consolidate accounts eventually. Not just of their subsidiaries, but also of their associate companies and vendors they ‘control’.
  • ‘Fair value’ accounting—every transaction or entry should reflect its current market value. These include accounting for intangible assets, Esops and derivatives, among others.
  • Instead of being amortised, goodwill will be tested every year for loss in value.

How will it change the way companies do business?

  • The shift to IFRS could result in a wide variance in income and profits, impacting earnings and financial ratios—and therefore, share valuations and loan agreements.
  • Greater volatility in income and profits across quarters.
  • No dumping losses into subsidiaries and associate companies.

Ajay Seth, Chief Financial Officer

“The best you can do is stay close to whatever you know and be prepared to change based on the final shape.”


  • Set up a taskforce in mid-2008 to be IFRS-ready by April 2010.
  • In phase-I, studied impact of IFRS on balance sheet and P&L. Align vendors in ongoing phase-II.
  • Working with Oracle to be GST-ready.

Yogesh Mathur, Chief Financial Officer

“The first big challenge is to identify derivative elements in our agreements, value them and bring them to our books.”

Moser Baer 

  • Photovoltaic business, which has PE investors, already IFRS-compliant.
  • Has set up a taskforce to study impact of IFRS.
  • Has consolidated four big operating companies, smaller ones to follow suit.

Yogesh Kumar Sareen, Chief Financial Officer

“We are laying down the principles of consolidation in such a manner that it can be changed tomorrow.”

Fortis Healthcare

  • Assigned a person to look after IFRS; has already listed changes and impact.
  • Initiated IFRS activity that can be undertaken now, like estimating the life of every asset.
  • Working with HCL to prepare its IT for the changes.

Vikrant Gujral, Vice-Chairman and CEO

The immediate challenges are to compute the IFRS impact on the opening date of the balance sheet and train employees.

Jindal Steel & power

  • Tied up with IBM to cover the IT aspect of the transition, which is likely by December.
  • All the company’s 50 chartered accountants are IFRS-trained.
  • Working on an impact study and looking at consolidation of subsidiaries and JVs.

There’s a lot swirling in Ajay Seth’s mind, and much of it has nothing to do with the present. For the Chief Financial Officer (CFO) of Maruti Suzuki, three new tax and accounting rulebooks that will unravel over the next two years have come to acquire as much priority as keeping the wheels of finance at India’s largest carmaker turning. “It’s unprecedented,” he says, reflecting on the three challenges looming in the distance in all their convenience and complexity.

First up, in April 2010, there’s the Goods and Services Tax (GST), which will finally usher in an indirect tax system that is uniform across India. Then, in April 2011, there’s the new accounting system, International Financial Reporting Standards (IFRS), which raises the reporting and accounting bar to another level. Lastly, there’s the new Direct Tax Code, which wants to ease the burden of tax payment and procedures, but also ends up burdening companies in some ways. They are all works in progress, but are expected to become law in the next two years.

Seth welcomes them all. After all, they make doing business easier. They encourage good practices and good governance. They level the income-tax field in India and also give Indian companies a leg up while competing globally.

But Seth is also weary of the numerous changes he will have to initiate to align Maruti’s operations to the new business regime. The changes are small and big, simple and complex, comfortable and uncomfortable, anticipated and unanticipated. In business processes, documentation, supplier relationships, distribution, reporting, compensation policies, loan agreements, to name just a few. Seth bears the demeanour of a man who knows that no matter how hard he tries, he will still leave some ends untied.

Says Dolphy D’Souza, National Leader, IFRS, Ernst & Young: “Companies know these three changes are coming, but they have no idea on their shape, size or format.” Those who have engaged with the new rules know that it will change their business in many ways: how much profits they show, where they set up factories, how they organise their distribution, how they manage their working capital, how much tax they pay, what kind of arrangements they have with vendors, and so much more. Those who haven’t better start engaging now, or they won’t know what hit them. Doing business won’t be the same again, as these 10 new business rules heralded by the three big changes demonstrate.

1. Lower indirect taxes = lower prices = greater demand for goods and services

The move to GST is likely to reduce the indirect taxes paid on most products. That’s primarily because the GST will swallow most of the current indirect levies—excise duty at the Central level; value-added tax (VAT), entry tax and the inter-state tax at the state level. Although the GST rate is yet to be decided, it’s expected that it will be lower than the sum of all indirect taxes currently being paid.

Take the Ritz, Maruti’s newest car model, which retails at about Rs 6 lakh. Maruti pays a total indirect tax of about 24% on this car: 12.5% VAT, 9% excise duty, 1-2% entry tax, 2% CST, and registration charges. In the ongoing discussions, 16% is the GST figure being quoted the most.

If the GST is fixed at 16%, manufacturers will be able to reduce car prices. For a Rs 6 lakh car, a saving of 8 percentage points translates to about Rs 30,000 less in taxes paid. Companies tend to pass on such cuts fully to consumers. “It’s going to be a bonanza for consumers,” says Seth.

With location-based incentives gone, good economics will determine where a factory is set up. Like proximity to raw materials and markets, and good infrastructure.

It will be a bonanza for Maruti too. “GST will be a demand booster,” says Seth. “Small cars in India show high price elasticity of demand (change in demand because of a change in price).” This price elasticity was evident in December 2008, when excise duty was cut across-the-board, from 14% to 10%. Carmakers, who endured flat or negative growth in the last six months of 2008, have grown at 15-16% in the last six months.

It’s not just the car industry that could see a dip in prices—and a consequent fillip in demand. “Because of the cascading effect of the numerous taxes, about 80% of goods are currently being levied a total indirect tax of 35-40%,” says Hari Shankar Subramaniam, Tax Partner, Ernst & Young. A GST rate significantly lower than 35-40% will have a trickle-down effect similar to that outlined for cars above. This will boost consumption of goods, revenues and profits of companies, and growth in the economy.

2. One warehouse per region,not one warehouse per state

A warehouse in every state they sell. That’s been the game plan of companies for the first link in their distribution chain. It has less to do with strategy and more to do with taxes. The chief spoilsport is the inter-state tax (oddly enough, called the central sales tax, or CST) levied on goods when they move from one state to another.

Goods move from a factory to a warehouse, and then to a dealer. If the warehouse and dealer are in different states, the dealer has to pay a CST (generally, of 2% today; it used to be 4-5% earlier), which increases the price of a good. In order to avoid the CST, companies set up a warehouse in every state they sell.

It’s an inefficient distribution setup: extra warehouses, paperwork and employees. And it doesn’t allow flexibility in operations or economies of scale. Say, a car company has a plant in Haryana and warehouses in every state. Further, say, it runs out of a particular car model in Kerala. It won’t ask its warehouse in neighbouring Karnataka, as it will have to pay CST. Instead, it will wait for fresh stock to come from Haryana, and make the customer wait.

The GST will change that. GST will usher in a uniform tax rate across all states and the CST will cease to exist. Tax dynamics will no longer shape supply-chain networks. The need for a warehouse in every state will cease. That means fewer warehouses, fewer people dedicated to tracking taxes and lesser paperwork.

Vineet Agarwal, Executive Director of Transport Corporation of India, a logistics firm that manages 7.8 million sq ft of warehousing space, says companies will review their distribution. He expects companies to adopt a ‘hub-and-spoke’ model, where a regional warehouse will serve five or six markets. “A consumer-durables company can service five to six Northern states by locating its warehouse near NCR,” he says.

Maruti is working on moving to such a model. “Life will become easier,” says Seth of Maruti. In the new distribution model, the company hopes to deliver cars within three or four days, irrespective of location. That’s a sizeable improvement over the three weeks or so it currently takes in corner locations like Kerala.

The regional warehousing model also allows a company to reap the benefits of scale and be more responsive to the market. Now, when it estimates demand and supply, it will do so for a region, not a state. If demand in one state in the region is less, it can move that state’s share to other states where demand is more. Goods move quicker. Maruti hopes to bring down its inventory days by four days. “We will save Rs 3 crore over a year,” says Seth. Most companies will benefit similarly, in varying degrees.

3. Lower working capital needed for same level of production

The GST will also reduce a company’s working capital needs, by roughly the excise paid by it currently. Excise duty is a production tax: a company pays excise when its goods leave its factory. Till it sells those goods, the money paid towards excise, in a sense, stays locked in. That money comes from its working capital—the debt it takes on to meet its running expenditure. Any reduction on this front will reduce its interest burden.

With GST, fewer funds will be locked in, and so a company will need less working capital. That’s because GST is a consumption tax: it’s paid by the consumer, not by the producer. Unlike earlier, companies won’t be paying tax on goods that have left their premises but are lying in warehouses. “Working capital requirement will come down, which will increase shareholder returns,” says Yogesh Kumar Sareen, CFO of Fortis Healthcare and a member of the Confederation of Indian Industry’s (CII) taxation committee.

For instance, Ashok Leyland, India’s second largest manufacturer of commercial vehicles (CVs), paid excise duty of Rs 686 crore in 2008-09. During that period, the excise duty on CVs was 16%. In the six months to September 2008, the company produced 41,233 units, but sold only 35,632 units. On the 5,601 unsold units, the company would have paid excise. Assuming an average selling price of Rs 10 lakh per unit, 16% excise paid on this inventory would be around Rs 90 crore. With GST, Leyland would not have to pay this money, lowering its working capital requirement by Rs 90 crore. At an interest rate of 10%, that’s a saving of Rs 9 crore a year on interest charges.

4. Economics, not incentives,will decide the location of new units

Special industrial areas are a big draw with companies for setting up new units. They give huge tax concessions like an income tax holiday for 5-10 years and an excise holiday for the life of the unit. The new Direct Tax Code puts an end to all location-based incentives on the grounds that they create economic distortions and allocate/divert resources to areas without any competitive advantage.

“The new rule will level the playing field, but it will also cause much heartburn and realignments during the transition. Profits will fall,” says Yogesh Mathur, CFO, Moser Baer. “In a capital-constrained environment, tax holidays facilitate profit generation, which can be ploughed back into the business.”

There are broadly three kinds of incentives currently in vogue. One, incentives in special industrial areas like Baddi in Himachal Pradesh, where a host of pharma and FMCG companies have set up shop. Two, export-oriented incentives, which is applicable to export-oriented units (EOUs) and special economic zones (SEZs). Three, incentives for specific industries—for example, the Software Technology Park scheme for IT companies or the Section 80-1A tax break given to infrastructure companies.

In the last quarter, Infosys’ income under Indian GAAP rose 3.1% on a year-on-year basis. But under IFRS, it fell 5.1%. Similar variance was seen in its projections for 2009-10.

It raises two questions. The first is what happens to units that are already availing these incentives or are preparing to avail them? Arun Rawat, owner of Kanha Biogenetic Laboratories, a Rs 12 crore pharma contract manufacturing unit in Baddi, says the reaction of promoters who made commitments in the region is telling. “Units had to start production before March 31, 2010, to claim the 10-year tax holiday. But all recent investments are on hold,” says Rawat. Adds Ganesh Raj, National Leader, Policy Advisory Group, Ernst & Young: “In the balance of equity, some of these provisions will be grandfathered.” This aspect is, however, not stated clearly in the Code.

Also, the Code is silent on some other aspects. For example, it allows a 10-year tax holiday for an SEZ developer, but is silent on whether SEZ occupants will get the same break. L&T is setting up three SEZs, one of which is a ship-building SEZ in Ennore, Tamil Nadu. Part of it is intended for captive use and part of it will be leased out. “If we continue to get the tax benefits as developers, we will not be significantly damaged,” says R Shankar Raman, Executive Vice-President-Finance, L&T. But some occupants of SEZs might be doing a rethink.

The second question is how will companies decide where to set up a unit? In the absence of incentives, good economics will drive locational decisions. So, the urge to be closer to sources of raw material or end markets will be greater. Likewise, companies will prefer to be in states that offer good infrastructure and ease of doing business.

Nine businesses are exempt from these new rules, as they are considered high risk, require lumpy investments and entail a long gestation period. They can still claim incentives, but this is not linked to where they are located, but to the amount they invest. Further, instead of tax holidays, they will be allowed to write off the entire investment made by them against their profits, however long it takes. These businesses are oil and gas, SEZ developers, power, cold chain, warehousing, hospitals (in select areas), fruits and vegetables, oil pipelines and infrastructure. For the rest, it’s a level-playing field.

5. Pay more tax, even if you are making losses

Two stated objectives of the new Direct Tax Code are easier rules and greater compliance. To this end, it has proposed two changes that will increase the tax paid by most companies. The first proposal is to reduce corporate profit tax from about 34% (including cess and surcharge) to 25% (all inclusive).

About 80% of goods are levied a tax of 35-40% due to a cascading effect. The GST is likely to be 16%. Hence, lower prices and higher demand.

It seems like India Inc is getting a better deal, but it’s not. The 34% rate is applied after all kinds of exemptions and allowances have been claimed. In the BSE-500 set, only 91 of 500 companies paid more than 25% in 2008-09. The rest took shelter under exemptions and allowances to pay less, sometimes significantly less. If they have to pay a flat 25%, without any exemptions, their outgo will increase.

Typically, these are companies that have made big capital investments or are operating in tax havens. They are able to reduce their tax liability because of the depreciation benefits and investment allowance available to them on those investments. Not anymore.

The other change relates to the minimum alternate tax (MAT). At present, MAT is charged at 15% of book profits (accounting profits, before allowances and exemptions). This is to net those companies that are making profits, but are not paying tax or are paying only a minimal amount. Apparently, policymakers feel companies are still escaping the tax net easily.

So, the basis of calculation of MAT is proposed to be changed, which has CFOs fuming. Instead of 15% of book profits, MAT is being set at 2% of gross assets for non-banking companies and 0.25% of assets of banking companies. Even loss-making companies will have to pay this tax; and it can’t be carried forward to be claimed as a setoff in profit years. “Are we taxing wealth or income?,” asks Maruti’s Seth.

Moser Baer’s Yogesh Mathur says MAT will hurt companies with a growing asset base, especially those with a long gestation period. “We were paying a few crore as MAT on our book profits. Given our gross assets of Rs 5,000 crore, we will have to pay about Rs 100 crore.” Take a company that has invested Rs 10,000 crore in a power plant, with a gestation period of five to six years. It will pay Rs 200 crore as MAT for three to five years without having earned a single penny.

“An asset-based MAT is counter-productive,” says Sareen of Fortis. He says a hospital typically breaks even at the operating level in the second year and at the cash level in the third or fourth year. “With this kind of MAT, I will find it very difficult to set up a hospital,” says Sareen. “Companies will not look at greenfield projects, only at acquisitions. You are killing infrastructure development when you need it the most.”

6. Prove every transaction to the taxman

The Direct Tax Code has a few provisions that are intended to nail the unscrupulous, but could end up harassing even the honest assessee. MAT on assets is one such provision. Another provision relates to tax planning and tax avoidance. The tax department can invalidate an arrangement that has been entered into by a company with the main objective of obtaining a tax benefit. And the onus is on the company to prove that tax saving was not its primary objective.

If the tax department exercises this clause vigorously, companies will have a lot of explaining to do to the taxman. This could even restrict them in their business dealings. Typical transactions that can come under the scanner are mergers and acquisitions, pricing in transactions with exclusive vendors or group companies, and cross-border transactions. Ganesh elaborates on its perils: “Even if a merger has been approved by the court, and the Companies Act ratifies the new legal entity, the income tax commissioner can challenge the contours of the merger—say, the swap ratio—and undo the merger.”

“It’s too harsh,” says Seth. “There’s a very thin line between tax avoidance and tax planning.” There are practical difficulties too in its fair enforcement. “How do I prove a transaction was done at arm’s length? I can show him the papers that this was the agreed price, and he can say, ‘no’.” By arming the taxman with powers and putting the onus of proof on companies, it puts the latter at the mercy of tax commissioners.

7. Brace for a one-time adjustment in revenues and profits

When Indian companies switch from Indian generally accepted accounting principles (GAAP) to IFRS, their books are going to undergo a makeover. In some cases, the effect will be radical. “A company could go from profit to loss, or vice-versa,” says Kaushik Dutta, National Leader-IFRS, PricewaterhouseCoopers. “It can be dramatic in some cases.” There’s a ripple effect. A change in the profit number means a change in the earnings per share (EPS) figure, which impacts its share valuation and equity-raising prospects.

“In the switchover to IFRS, a company can go from profit to loss, or vice-versa. and It can be dramatic in some cases.”Kaushik Dutta, National Leader-IFRS, PricewaterhouseCoopers

The latest quarterly results of Infosys Technologies offer a sneak preview of what could follow. Always the first to declare its results, the company is also the first to declare results in the IFRS format. For the quarter ended September 2009, the IT major’s income under Indian GAAP for the quarter rose 3.1% on a year-on-year basis. But under IFRS, it fell 5.1%. Also, while EPS grew 7.4% under Indian GAAP, there was no change under IFRS. For the year ended March 2010, Infosys has projected a 5.4-6.2% increase in income, but a drop of 0.5-1.4% under IFRS.

If this is what IFRS can do to Infosys, a hallmark of prudent accounting practices, imagine the stain it could leave on financial statements of companies that are a maze of accounting

tomfoolery. And there are many like that. Unlike Indian GAAP, they can’t get away by qualifying their financial statements, as IFRS doesn’t allow that.

8. Expect volatility in profits on an ongoing basis

Even on an ongoing basis, a company’s profits will show greater volatility than currently under Indian GAAP. One of the reasons is the IFRS emphasis on ‘fair value’—every transaction or entry should be marked-to-market. One such contributory head is accounting for goodwill during acquisitions.

Goodwill arises when a company pays more than the value of the assets it is buying. Say, a company paid Rs 100 crore to acquire assets whose worth on its balance sheet was shown as Rs 50 crore. The balance Rs 50 crore is accounted for as goodwill. IFRS will change the way this intangible asset is calculated—and accounted for.

Explains Sareen of Fortis, which recently acquired 10 hospitals from Wockhardt: “Everything that is acquired has to be fairly valued on the date of acquisition.” That means not just tangible assets like land, building and equipment, but also intangible assets like manpower, patents and copyrights, brands, customer base, supplier relationships and marketing rights. Companies will have to undertake an extensive valuation exercise. Valuing these intangibles is expected to substantially reduce the goodwill amount.

“By giving tax commission-ers the power to invalidate transactions, we are going back to the licence Permit Raj of the 1980s.”Ganesh Raj, National Leader, Policy Advisory Group, Ernst & Young

All this will have two kinds of impact on profits. One, the intangible assets will have to be depreciated. “This will increase the depreciation outgo,” says Sareen. Two, unlike now, the goodwill will not be written off over 5-10 years. Instead, it will be tested for impairment (whether the value of the intangible asset has eroded or not) every year. Explains PwC’s Dutta: “The company’s cash flows should equal goodwill. If it is lower, you have to write down the goodwill.” This will lower profits. Similarly, accounting for employee stock options (Esops) and derivatives will increase volatility in profits, and provoke a reaction from investors.

9. Pay the price for having ‘control’ over other entities

The IFRS also expands the boundaries of a company to include, besides its subsidiaries, what are associate companies and, potentially, vendors over whom it is seen to exercise control. Here, ‘control’ is not linked to majority ownership (voting rights), which is how Indian GAAP defines it. “By control, we mean the power to direct the activities of an entity to generate returns for the reporting entity,” says Prabhakar Kalavacherla, the first Indian member on the International Accounting Standards Board (IASB), which writes the IFRS.

“Expect companies to switch to a ‘hub-and-spoke’ distribution model, where a regional warehouse serves 5-6 markets.”Vineet Agarwal, Executive Director, Transport Corporation of India

A company will have to consolidate the books of these three sets into its own. This will redefine the relationship it chooses to have with such entities. Take subsidiaries and associate companies. These have been actively used by Indian companies, especially promoter-managed ones, to hide losses or siphon off profits. Consolidation of their numbers into the company’s books will make such practices hard to conceal, or justify to lenders and investors.

Even exclusive vendor relationships will be reviewed. This has implications for industries who outsource manufacturing on exclusive terms in a big way—like FMCG, pharma and automobiles. Maruti, for instance, has several vendors supplying exclusively to it. Companies like Maruti will have to either revoke the exclusivity clause or consolidate the vendors’ numbers into its books.

Maruti’s Seth is still trying to understand control in this context. “It’s a thin line in many cases,” he says. Companies will have to review their business processes, the way their contracts have been drafted, and where and how controls are being exercised. Vendors who are deemed to be controlled will also have to be IFRS-compliant to enable the process of consolidation. “We recently had a session with our vendors sensitising them on the need to become IFRS-compliant,” says Seth. The bottom line is that relationships that use a company’s resources or connections, but don’t provide a commensurate payback might be seen less.

10. Good practices make good business sense

Several other IFRS standards also push companies into doing the ‘right thing’. Take the way real estate companies recognise revenues. Indian GAAP sees the builder as a contractor. So, it can follow construction accounting norms, and recognise revenues through the course of the project. That means the moment it gets, say, the down payment from buyers towards an apartment complex it is building, it can recognise those revenues and show it as an asset in its balance sheet. Its revenues increase, its balance sheet gets bigger, but buyers haven’t got their houses. Even if it drags its feet on the project mid-way and misses deadlines, as several real estate companies are doing today on their older projects, its books don’t take a hit.

“By control, we mean the power to direct the activities of an entity to generate returns for the reporting entity.”Prabhakar Kalavacherla, Member, International Accounting Standards Board

IFRS, however, doesn’t recognise the builder as a contractor. It sees the builder as a seller of a product. Therefore, it recognises revenues and assets only when the builder hands over the project to the buyers and realises the money, not on an ongoing basis. That means lower revenues and a weaker balance sheet for the builder during the project. Getting working capital will be more difficult, it will have implications on its share price. “Real estate companies will change their behaviour towards the customer, as it’s in their interest to complete a project quickly,” says E&Y’s D’Souza. “They will push to finish so that financial gains from the project flow into their books quickly.”

All this is a broad-sweep glimpse of what is coming. It’s bigger than anything companies have encountered in these domains. It’s coming together, but it is scattered. Says Maruti’s Seth: “The best you can do is to stay close to whatever you know and be prepared to change according to the final shape.” Maruti has been engaging with its vendors, auditors and IT partners, among others. Those who have not better start, lest late becomes too late.

With Sebastian PT, Anurag Prasad and Rajiv Bhuva

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