Kingfisher Airlines’ Merger Process Validated: Karnataka high Court Upholds Decision Amidst Allegations

Case Name: Srividya C G v. Serious Fraud Investigation Office  

Case No.: (WP No. 4380 of 2018) 

Dated: April 15, 2024 

Quorum: Justice Hemant Chandangoudar 



Under the direction of accused No. 5 (Mr. Vijay Mallya), Kingfisher Airlines Limited (KFAL) was founded in 2004 and is mainly involved in domestic civil aviation. It was created under the Companies Act, 1956. In order to operate internationally, airlines must have a fleet of 20 aircraft and five years of domestic commercial operation under the 5/20 Rules, which were introduced by the Indian government. 

KFAL attempted to purchase Deccan Aviation Limited (DAL), which accused No. 10 controlled, despite not fulfilling the necessary standards. Acted No. 5, taking into account KFAL’s current loss of Rs. 1,234 crore and the possible capital gain from the acquisition of DAL, conspired with other accused to manufacture false documents, deceive, and cause loss to violating several sections of the Income Tax Act and the Companies Act, as well as DAL’s shareholders and stakeholders. 

There were three steps to the process: pre-merger, merger, and post-merger. The accused chose to create two non-existent undertakings as part of a fake de-merger during the pre-merger phase in order to satisfy the demerger requirements. A plan of arrangement was submitted during the merger stage in order to de-merge the airline business from KFAL and combine it with DAL in accordance with Sections 391(2) and 394 of the Act, 1956. The faked paperwork was an attempt to evade capital gain taxation. 

Following the merger, KFAL suffered losses; these were held by KFAL and rebranded as Kingfisher Training and Aviation Services Limited (accused No.1) rather than being transferred to the accused No. 2 – Company. This was done in an effort to present the accused No. 2 Company as a successful business in order to obtain more funding.  

Following the merger, KFAL suffered losses. These losses were held by KFAL and rebranded as Kingfisher Training and Aviation Services Limited (accused No.1) rather than being transferred to the accused No. 2 – Company. This was done in an effort to present the accused No. 2 Company as a successful business in order to obtain more funding. 

Accused No. 4: United Breweries (Holding) Ltd., the holding/promoter company of Accused Nos. 1 & 2, was instrumental in the transfer of monies to Accused No. 2 and provided a corporate guarantee in behalf of Accused No. 2. It was represented by its director, Mr. Vijay Mallya.  

Mr. A Harish Bhat, the seventh accused (WP Nos. 3943–3947/2018), One of the main players in the coordination between the valuers for the Share Swap Ratio during the merger and the fraudulent brand valuation for the purpose of securing bank funding based on fictitious predictions was Mr. A Harish Bhat, Treasurer of the UB Group and Director of Accused No. 4 Company. Mr. Ashok Wadhwa is Accused No. 12. The approach to continue the merger process in a dishonest manner was proposed by Mr. Ashok Wadhwa, a director of Accused No. 11 and a chartered accountant. 



The petitioners contended that criminal complaints are not permitted to reopen the merger procedure, which was approved by the Court in accordance with the Companies Act. They contended that issues that have already been decided upon in processes conducted in accordance with the Companies Act ought not to be brought up again unless there is proof of the concealing of important facts. 

The petitioners highlighted that shareholders and creditors are required by law to participate in schemes approved under Section 391 of the Companies Act. The approved plans can only be changed with the approval of the court, notwithstanding the existence of opposing views. 

The Company Court’s responsibility in approving a scheme is supervisory; it makes sure that the law is followed and that no boundaries are crossed. While ensuring that the valuation procedure complies with legal criteria, the court does not serve as an appellate authority. 

Unless there is an obvious breach of the law, courts should not be interrogating the business acumen of parties engaged in schemes. Disparities in valuation should not be the only reason for the court to get involved. 

The appropriate line of action for contesting a fraudulently rendered decision is to file an application with the court that made the decision. Without proof of material facts, criminal complaints cannot be used to reopen cases that have previously been decided in proceedings under the Companies Act. Suppressing the material facts is not acceptable. 



The responders vehemently argued that the charges against the accused should be brought under the previous Act since the acts were committed under it. As a result, a complaint was made outlining the accused’s violations of the previous Act. Following the repeal of the previous Act, the Companies Act, 2013 was passed and went into force on September 12, 2013. The new Act required the investigation to be carried out, therefore as a result, the investigation. 

The respondents strongly argued that as per the terms of the new Act, the SFIO, a statutory investigation authority, has conducted an investigation, presented a report, and filed the complaint; therefore, the restrictions mentioned in Section 202 of Cr.PC would not apply in this particular case. 

It was further argued that in this particular case, the officer was authorised by the central government to submit a complaint with the special court. Therefore, the need to record the public servant’s statement and carry out the investigation envisioned under Section 202, sub-clause 1, does not exist because the complaint was lodged by a public worker who was lawfully authorised by the central government. As such, the petitioners’ argument that the process of issuing the order is invalid because it does not follow the procedure for an inquiry as specified by Section 202 of the CRPC is baseless. 

The plan was approved by the necessary majority of unsecured creditors. Deccan Aviation Ltd. subsequently filed Company Petition in 2008. Via an affidavit, the Regional Director of the Ministry of Corporate Affairs, Southern Region, Chennai, submitted objections to each and every petition with the Registrar of Companies, Bengaluru. 

The Assistant Solicitor General of India, speaking on behalf of the Registrar of Companies, limited objections to just three, despite the affidavit raising six to seven concerns. The objections were centred around the valuation figures of Rs. 69 crore for the sale of Deccan’s charter services operation to DCL. Concerning the confusion created by the firms’ names, the Assistant Solicitor General further suggested that Sections 21 and 23 of the firms Act be followed.  

It was rather vehemently contended that the fact that United Breweries Ltd. failed to obtain Central Government approval before to purchasing shares was also pointed out as a violation of Section 108A of the Act. 



  • Section 391 of the Companies Act, 1956: This clause ensures single-window clearance by acting as a comprehensive code for schemes of arrangement. Even if creditors and stockholders disagree or object, the schemes approved under Section 391 are legally binding on them. 
  • Section 212 of the Companies Act, 2013: The inquiry conducted by the Serious Fraud Investigation Office (SFIO) into a company’s operations is covered in this section. By virtue of the Companies Act, the SFIO is empowered to look into and prosecute fraud cases. 
  • Section 212(3) of the Companies Act, 2013: According to this clause, the Central Government’s investigation has to be finished in a certain amount of time. There could be consequences for bail and other legal actions if the inquiry is not finished in the allotted time frame. 
  • Section 36: Punishment for Fraudulently Inducing Persons to Invest Money: The deceptive acts that are intended to persuade people to invest money in a corporation are covered in this section. Anybody who gains a loan, incentive, or benefit from a business, its officer, representative, or another individual by making a false statement or using a fake document may be held accountable. 
  • Section 448: Punishment for False Statement: According to Section 448 of the Companies Act of 2013, anyone who provides a false appearance of title or obligation to any person or obtains a loan, reward, or benefit of any kind from a company, company officer, representative, or other person through the use of a false statement or document will be subject to legal action. 
  • Section 447: Punishment for Fraud: Regarding the operations of a corporation or any corporate body, fraud is defined in Section 447. In order to deceive, obtain unfair advantage, or do harm, it encompasses any act, omission, hiding of facts, or abuse of position carried out by one individual or in collusion with others. 



The court noted that unless the amending Act specifically or implicitly states differently, procedural adjustments are typically assumed to be retroactive. Unless the amending act specifically states otherwise, modifications to the trial forum are usually regarded as procedural and are assumed to be retrospective.  

The statute loses its retroactive effect if a new forum is exclusively open to claims brought after it was established. On the other hand, the normal rule is to make it retrospective if no such restriction is clearly expressed.  

The court additionally noted that if the new Act specifically permits such continuity and if the repealing Act does not indicate a contradictory purpose, the competence of a Special Court established under a new Act to try charges under a repealed Act may be preserved.  

The court noted that the Act, 1956 was purportedly violated in the charges. Following the Act of 2013, the petitioner’s allegations of offences were the subject of an investigation. A First Class Magistrate presided over the trial of the offence punishable under Section 68 of the Act, 2013. In order to exercise its authority under Section 212 of the Act of 2013, the SFIO carried out an inquiry.  

The court further observed that According to Section 435, the Special Court is limited to trying cases involving offences under this Act (i.e., the Act, 2013) and not the Act, 1956, which carry a sentence of two years or more in jail. Regarding the other violations punishable by the Act of 1956 or acts punishable by prior company law that carry a sentence of less than two years in prison.  

The Act of 2013 and its associated offences are the only ones for which the Special Court created under Section 435 has jurisdiction; the Act of 1956 and its associated offences are not covered by this jurisdiction.  

The jurisdiction of the Special Court is restricted to the Companies Act, 2013, as opposed to the proviso to Section 435(1), which states that all other offences shall be tried, as the case may be, by the Magistrate to try any offence under this Act or under any previous Company Law. That is because the Special Court was established specifically to try offences under the Act, 2013, and as such, its jurisdiction cannot be extended retroactively to try offences under the Act, 1956.  

As per the court’s observation, any individual who satisfies the specified requirements may be subject to prosecution under Section 68 of the Act, 1956. It does not expressly state that just the company’s directors or officers will be covered by the provisions. This clause imposes liability on anybody who willfully and deliberately misleads others by making false claims, projections, or assertions or by hiding important information in order to persuade them to purchase shares or debentures.  

As a result, it covers everyone engaged in these kinds of fraudulent actions, regardless of their status within the organisation, and it can also cover those who work for the organisation as professionals. The term “Any Person” refers to professionals working for the company and cannot be limited to “Officer who is in default,” as that term is defined in section 5 of the Act, 1956.  

the court decided that following the aforementioned discussion, it became clear that the learned judge of the special court, which was created in accordance with the Companies Act of 2013, lacked legal jurisdiction in taking the reconnaissance. It is also not possible to reexamine the question of whether fraud tainted the merger process by starting a criminal investigation because this court had already approved the scheme of arrangement. Consequently, it would be an abuse of the judicial system to permit the criminal procedures to continue. 


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Judgment reviewed by Riddhi S Bhora. 


Click to view judgment.





Zee And Sony’s Proposed Merger Encounters A Hurdle – A Closer Examination Of The Shelved Deal


ZEE Entertainment and Sony’s Indian intended to merge to become one of the biggest entertainment companies in India. The two-year-old announcement of the $10 billion merger included plans to combine two streaming platforms, over 75 television channels, and film assets. Sony, however, has cancelled the merger due to unfulfilled requirements. There have been rumours of a dispute among the leadership, and ZEE has hinted that it might sue Sony. The parties have now cancelled the agreement and filed lawsuits against each other.


In the fast-paced world of media and entertainment, the proposed merger of ZEE Entertainment Enterprises Ltd. and Sony Pictures Networks India was a watershed moment with the potential to reshape the Indian entertainment industry. However, the highly anticipated merger was officially terminated on January 22, 2024.


In September 2021, the two media behemoths announced their initial merger agreement, which was a calculated decision to merge their digital assets, production operations, linear networks, and programme libraries. The goal of the merger was to establish the biggest entertainment business in India, with a broad range of products and services to appeal to different types of consumers. On December 21, the two companies signed the merger agreement following the completion of the 90-day due diligence period.

The proposed merger would give the Japanese group a sizable market share at a time when consolidation is changing the media landscape in India by creating a 74-channel powerhouse. Sony has pledged to invest $1.6 billion to increase its footprint, and the company will own 53% of the merged company.

Now, Sony Group Corp terminated its merger with ZEE Entertainment Enterprises Ltd. on January 22nd, after nearly two years of negotiating the $10 billion transaction. The situation was first reported on by Bloomberg, who cited leadership conflicts exacerbated by Indian regulatory authorities.


Sony released an official statement stating that the definitive agreements required the parties to discuss in good faith an extension of the end date required to make the merger effective by a reasonable period of time in the event that the merger did not close by the date twenty-four months after their signature date. It said that, among other reasons, the closing conditions of the merger had not been met by that date, which is why it did not close by the deadline.

The issues with the appointment were one of the primary reasons for cancelling the deal. Sony and Zee disagreed about who should lead the merged entity. Sony advocated for NP Singh, its India managing director and CEO, to take over as managing director in the interim, citing concerns about Punit Goenka, Zee’s managing director and CEO. These were exacerbated when the Securities and Exchange Board of India (SEBI) barred Goenka from holding any managerial positions while investigating allegations of fund siphoning. Goenka’s ban was eventually lifted. Nonetheless, Sony remained hesitant to proceed. Goenka offered to step down just days before the merger deadline, but he disagreed with N P Singh’s authority over the deal.


Sony invoked arbitration and legal action against ZEE for alleged breaches along with a $90 million termination fee with this cancellation, which could result in a protracted legal battle. ZEE, under the direction of Punit Goenka, has declared that it will refute Sony’s assertions.

At the Singapore International Arbitration Centre (SIAC), Sony has filed for arbitration against ZEE. To put the previously approved merger plan into effect, ZEE has filed a petition with the National Company Law Tribunal (NCLT) in Mumbai.


It’s possible that the merger’s termination will be detrimental to both parties. Sony and ZEE were both thinking about growing into the Indian market. Both businesses lost out on a chance to solidify their positions in India’s fiercely competitive entertainment sector as a result of the failed merger.

In conclusion, the ZEE-Sony merger’s unravelling serves as a reminder of the difficulties associated with media mergers and acquisitions. It highlights how crucial it is for all parties involved in such transactions to communicate clearly and conduct due diligence. It will be interesting to watch how ZEE and Sony face the legal implications and handle the opportunities and challenges in the rapidly evolving Indian entertainment industry once the dust settles.


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Cyber Risks In The M&A Process: Prioritizing Cyber-security For A Successful Merger


The growing emphasis on cybersecurity within businesses is shedding light on its pivotal role in enabling successful mergers and acquisitions (M&A). Cybersecurity due diligence holds importance not solely for the acquiring entity; rather, it brings benefits to all parties involved in the M&A process. A robust cybersecurity framework not only enhances the allure of a target firm but also ensures a seamless and secure transition for both entities. This research paper delves into an exhaustive analysis of predominant cyber threats inherent in M&A scenarios. It offers a profound comprehension of cyber risks associated with merger transactions, underscores the imperative role of due diligence in upholding cybersecurity, and presents strategies for effectively managing cyber risks during the amalgamation process. The research concludes that cybersecurity stands as a pivotal consideration throughout M&A undertakings, wherein cyber breaches and threats pose substantial hazards to both acquiring and target enterprises. By proactively adopting a comprehensive and multi-faceted approach to cybersecurity, organizations can effectively mitigate risks, safeguard sensitive data, and facilitate a harmonious post-merger assimilation. Nurturing a cybersecurity-centric approach across the M&A lifecycle emerges as an indispensable necessity in today’s digital landscape, offering protection against the ever-evolving spectrum of cyber vulnerabilities.



The significance of cybersecurity in facilitating successful mergers and acquisitions has garnered increasing attention from businesses. In the prevailing landscape of threats, concerns related to cybersecurity, such as the discovery of undisclosed data breaches, hold the potential to derail deals. Engaging in M&A activities underscores the need for robust cybersecurity policies, thorough audits, and effective measures to identify, address, and mitigate security challenges and vulnerabilities within the target organization.

However, it’s important to note that cybersecurity due diligence extends beyond the acquiring company alone. Remarkable cybersecurity practices yield advantages for both sides involved in the M&A process. Demonstrating a robust cybersecurity stance can enhance the appeal of a target firm, while the implementation of cybersecurity best practices by both parties contributes to a smoother and more secure transitional phase.

Understanding Cyber Threats in the Context of Mergers and Acquisitions

In the contemporary digital era, the increasing intricacy and frequency of cyber threats have underscored the paramount importance of cybersecurity. Cyber attackers employ intricate tactics, including ransomware, phishing, and data breaches, targeting individuals, businesses, and even governmental entities. The expanding attack surface presents a substantial challenge to cybersecurity efforts. The widespread integration of IoT devices, cloud computing, and mobile gadgets has augmented the potential entry points for cyber criminals to exploit. Given the vast number of smartphone and IoT device users globally, organizations must proactively oversee and fortify interconnected devices and systems to effectively tackle this concern.

The evolutionary landscape of cyber threats is characterized by exceedingly targeted and sophisticated challenges, such as ransomware, Advanced Persistent Threats (APTs), and zero-day vulnerabilities. Traditional antivirus software alone has become insufficient in countering these threats. A multifaceted strategy encompassing advanced threat detection technologies, behavioral analytics, and real-time threat intelligence is imperative for efficacious cybersecurity. Furthermore, the emergence of nation-state-sponsored attacks poses yet another critical dilemma. Governments harness cyber espionage and warfare tactics to secure political and economic advantages, thereby posing profound implications for national security. Confronting these evolving cyber threats necessitates leveraging technology. Machine learning and artificial intelligence amplify cybersecurity capabilities by scrutinizing vast datasets to discern potential threats.

Nevertheless, technology on its own does not guarantee cybersecurity. A collective responsibility involving individuals, enterprises, and governments is indispensable. Educating individuals about risks and best practices assumes paramount importance in fortifying their online protection. For businesses, the prioritization of cybersecurity, robust implementation of access controls, and regular vulnerability assessments stand as vital measures. Governments must establish and enforce robust cybersecurity regulations to cultivate cooperation, the exchange of information, and liability within the digital ecosystem.

Given the dynamic nature of cyber threats, a proactive and comprehensive cybersecurity approach is imperative. Consistently updating systems, staying abreast of the latest threats, and investing in advanced defense mechanisms are pivotal to safeguard the interconnected realm we inhabit today. Cybersecurity has transitioned from being a mere luxury to a compelling necessity in guaranteeing a secure digital environment for all stakeholders.

The Role of Cybersecurity Due Diligence in Mergers and Acquisitions

The process of mergers and acquisitions (M&A) introduces pivotal cybersecurity risks that can cast a shadow on negotiations and yield extensive repercussions for both acquiring and target enterprises. Neglecting to address these concerns not only exposes the involved businesses to potential threats but also ripples into their supply chain. The expenses and time required to rectify profound cybersecurity issues might even imperil the successful finalization of the deal.

  • Technology Integration:

A Central Risk Element In the context of M&A, merging entities often grapple with the intricacies of technology integration, particularly when introducing new technology during the process. The complexity of fully hybrid integration, which entails amalgamating novel technologies with legacy systems, introduces challenges of compatibility and scalability. Unfortunately, this disruption can create a fertile ground for malicious activities by cyber attackers. Amidst the technological turbulence, anomalous cyber behavior might go unnoticed, culminating in data breaches and unauthorized access.

  • Dormant Threats and IoT Vulnerabilities:

The infrastructure of the acquired entity might conceal dormant cybersecurity threats, such as latent malware or issues with access management. Furthermore, the proliferation of Internet of Things (IoT) devices has introduced complexities in M&A cybersecurity endeavors. The convergence of traditional IT with operational technology elevates the potential attack surface, rendering companies susceptible to cyber assaults. In security assessments, certain IoT devices might escape the scrutiny of auditors, rendering them latent weak links in the broader cybersecurity posture.

  • IT Resilience and Cyber Assaults:

Amidst the M&A progression, prolonged periods of overburdened IT resources can emerge as fertile ground for cyber criminals. These vulnerabilities, stemming from heightened operational activity, might be exploited through strategies like phishing, ransomware, or Distributed Denial of Service (DDoS) attacks.

  • Data Security and Information Gap:

Within the M&A realm, two sets of critical data are in play, necessitating a comprehensive evaluation of cybersecurity risks for both participating entities. However, particularly in instances of minor acquisitions, the acquiring company might grapple with acquiring sufficient documentation on the cybersecurity policies and practices of the target enterprise. This information gap amplifies the complexity of cybersecurity due diligence and potentially exposes the acquiring entity to unforeseen cyber perils.

  • Organizational Turmoil and the Primacy of Cybersecurity

The process of amalgamating two organizations frequently engenders substantial disruptions as new roles, responsibilities, and operational methodologies are established. Amid these transformations, sustaining stable information systems and upholding cybersecurity assumes arduous proportions. Entities equipped with mature and advanced cybersecurity controls are better poised to identify, manage, and mitigate M&A-linked cybersecurity risks.

  • Integrating Cybersecurity across the M&A Lifecycle:

A successful navigation of the M&A journey necessitates a collaborative approach from both the acquiring and target entities. Well-defined governance structures, policies, managerial protocols, technology tools, and risk assessment metrics should be harmonized to ensure effective management of cyber risks. The identification and prompt remediation of vulnerabilities should persist through the integration process via risk assessments and proactive threat investigation.

In the increasingly intricate landscape of contemporary M&A activities, cybersecurity must assume a central role in strategic deliberations. From the outset of due diligence to the subsequent phases of integration, entities must elevate cybersecurity efforts to shield sensitive data and guard against cyber threats. By giving prominence to cybersecurity, enterprises can confidently traverse the convoluted terrain of M&A, fortified with resilience and assurance.

Strategies for Mitigating Cyber Risks in Mergers and Acquisitions

This article underscores the noteworthy cybersecurity risks inherent in the context of mergers and acquisitions (M&A) and proposes five pivotal strategies for effectively managing these risks. It underscores the critical significance of factoring in cybersecurity considerations early in the M&A journey to evade potential pitfalls that might culminate in buyer’s remorse or resource-intensive post-merger rectification efforts.


  • Comprehensive Evaluation of the Target Firm’s Security:

A meticulous appraisal of the security landscape of the target company prior to acquisition assumes paramount importance. Through an assessment of the target’s security posture and policies, the acquiring entity can gauge the alignment with its strategic objectives and risk appetite. Furthermore, it’s imperative for acquiring companies to gain insights into past security incidents, irrespective of their legal disclosure requirements, to attain a holistic understanding of potential risks.

  • Integration of Software Security:

In M&A scenarios with a technology focus, cybersecurity emerges as a pivotal consideration. It is imperative for acquiring entities to ascertain if the target company has ingrained security measures within its software products. Neglecting this aspect could lead to unforeseen future remediation endeavors and heighten the likelihood of data breaches. In such instances, buyers might negotiate adjustments in valuation or allocate funds in escrow to preemptively address prospective security issues. A meticulous evaluation of the software security framework of the target is imperative to prevent any untoward surprises post-merger.

  • Early Engagement of Cybersecurity and IT Teams:

The active involvement of cybersecurity and IT teams during the initial phases of the M&A process is indispensable to identify potential vulnerabilities and weaknesses. In some scenarios, target companies might lack even rudimentary security measures, potentially resulting in substantial remediation expenses. Engaging these teams in the due diligence process ensures a methodical approach to incorporating new acquisitions. This encompasses immediate security assessments and the provision of suitable training for the incoming workforce.

  • Assessment of Data Environment Risks:

Acquiring organizations must undertake a comprehensive scrutiny of the data environment of the target entity. This evaluation entails comprehending the nature of the data in question (such as personal information, healthcare records, payment data) and the pertinent regulatory requisites. Failing to grasp the inherent risks within the data environment could result in an incomplete comprehension of the security controls and overall security posture of the target firm.

  • Skills Proficiency Analysis of Target Employees

Beyond technological considerations, acquiring entities also inherit the workforce of the target company. A thorough analysis of skills proficiency is indispensable to ascertain if the incoming staff can adequately address the demands of the integration process. Overlooking skill gaps and inadequately supporting the workforce during integration might lead to burnout, morale decline, and an uptick in cybersecurity vulnerabilities.

The article underscores the substantial risks associated with data breaches during M&A, which can potentially expose confidential corporate information to malicious actors. Notable cases like Verizon’s acquisition of Yahoo and Marriott’s merger with Starwood Hotels underscore the severity of this issue. Such breaches not only trigger reputational damage but also legal consequences, exemplified by Marriott’s $123 million GDPR fine. Given the mounting frequency of data breaches in M&A, enterprises must accord high priority to cybersecurity, conducting exhaustive due diligence to mitigate risks and safeguard sensitive data.


To sum up, cybersecurity emerges as a pivotal factor in the M&A process, as data breaches and cyber threats present substantial hazards for both acquiring and target entities. In pursuit of a prosperous and secure merger, it becomes imperative for organizations to accord primacy to cybersecurity. This entails comprehensive due diligence, early engagement of cybersecurity teams, and meticulous assessment of the target’s security stance. By embracing a proactive and multi-pronged approach to cybersecurity, enterprises can effectively mitigate risks, safeguard sensitive information, and cultivate a seamless post-merger amalgamation. Against the backdrop of ever-evolving cyber threats, the steadfast prioritization of cybersecurity throughout the M&A lifecycle becomes indispensable in the contemporary digital realm.

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Written by- Ankit Kaushik