Tag Archives | India

SEBI’s New Disclosure Guidelines for Mutual Funds

InGovernimagesGuest post from Shriram Subramanian, founder of InGovern Research Services with the objective of facilitating shareholder activism by institutional investors and thereby enhancing corporate governance in India. Proxy Advisory Services, Corporate Governance Research, Risk Monitoring, and Proxy Services. India’s SEBI, through a circular dated March 24th, 2014, released a new set of disclosure guidelines to be followed by mutual funds. These guidelines will be applicable from April 1st, 2014. Some of the important guidelines are: Continue Reading →
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Video Friday: SEBI vs Companies Act, 2013

SebiI don’t follow corporate governance in India as much as I would like but this video explains some recent reforms too important to ignore.

To exhort listed companies and their top executives to follow ‘good business practices’, regulator Sebi cleared new corporate governance norms that require them to justify CEO salaries, put in place whistle-blower policies and have orderly succession plans.  Continue Reading →

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India Proxy Season 2013 Analysis From InGovern

InGovernA recent report by InGovern Research Services analyzes patterns in the resolutions proposed by Indian listed companies in the just concluded 2013 proxy voting season. The data has been collated and analyzed from a coverage universe of 585 companies forming part of the S&P 500 and BSE 500 indices, which represent over 95% of the market capitalization of Indian listed companies. Management and shareholder resolutions passed in the Annual General Meetings (AGMs) held in 2013 for these companies have been analyzed. Continue Reading →
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Infosys (INFY) Tops Governance List: Honor or Scam?

I was delighted to see that one of the stocks in my portfolio, Infosys ($INFY), has been ranked #1 in corporate governance by IR Global Rankings (“IRGR”). (Infosys is number one for corporate governance practices: IR Global Rankings, The Economic Times, 12/13/2012) That sounds like quite an achievement. Unfortunately, when I tried to find more about the basis of the award, I couldn’t really verify the assessment. From what I know, Infosys has better corporate governance than most, but is it really the best? Continue Reading →

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Recent Research on SSRN

Abstracts from a few papers posted this month to the Social Science Research Newtork.

Hall, Thomas W. and Jörgensen, Fredrik A., Ownership and Performance in Europe (2012). Forthcoming, Review of Business. The authors consider the relationship between performance and ownership concentration in a large number of publicly traded and privately held companies located in smaller European economies (Austria, Belgium, Finland, Ireland, and Ukraine). Continue Reading →

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Indian Mutual Funds Need to Improve Proxy Voting Policies and Practices

India’s InGovern Research Services Pvt. Ltd. ”assists financial institutions and investors that have financial, investment or reputational exposure to public-listed companies in India by providing our clients with corporate governance reports, proxy analysis and proxy voting solutions.”  Their recent report, Analysis of Mutual Funds Voting for 2011-12, finds little progress when it comes to mutual funds participating in corporate governance and taking their fiduciary responsibilities regarding proxy voting seriously. Continue Reading →

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India’s Cross Border Deals Point to Needed Reforms

To do more jumbo deals in a tougher world, Indian firms need to tackle a glaring area of weakness. This is their complex structures, which mean cash flows are spread thinly, and their dislike of issuing equity for fear of diluting their controlling shareholders. Both factors combined make it hard to marshal resources without resorting to risky levels of debt. India’s second-biggest group, Reliance Industries, scores well on the first count, and has the financial firepower to spend perhaps $15 billion safely. But few others do. On February 25th Vedanta, a London-listed natural-resource firm with assets mainly in India, launched an operation to merge its domestic units and clear up a sprawling empire. More firms need to do the same.

That’s the conclusion of Running with the bulls: Are Indian firms really going to take over the world?, The Economist, 3/3/2012. Although they’ve gotten a lot of press, India’s share of global cross-border deals by value has been relatively small, about the same as buyers from Brazil and Russia, well China. Moving away from holding chains with dominant shareonwers may hold a key to enabling more promising acquisitions.

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Deadline for Golden Peacock Awards: September 14

If you know of good candidates for the Golden Peacock Awards, instituted by Institute of Directors in 1992, now is the time to get nominations in, since they are due September 14, 2011. Below are the categories:

A.      Golden Peacock Global Awards

  1. Sustainability
  2. Excellence in Corporate Governance

B.       Golden Peacock National Awards

  1. Climate Security
  2. Sustainability
  3. Excellence in Corporate Governance
  4. Innovation Management

The application form cum guidelines can be obtained by sending an Continue Reading →

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India Against Corruption

Employees replaced their jackets with white tees imprinted with “India Against Corruption” slogan. On 24 August 2011, Bangroleans formed a 17-kilometer human chain on outer ring road to protest against corruption. Finally, the middle class Indians have discarded their cloak of apathy. Passion, enthusiasm and commitment to change the system is replacing cynicism, skepticism and disillusionment.

Indian public supports Anna Hazare’s fight for a strong Lokpal Bill. The bill when implemented will hopefully reduce demand side of corruption. In the din, we are forgetting that demand and Continue Reading →

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India: Independence of Boards at Risk

Boards have become larger but controlling for other things, less independent (have fewer independent directors) after the crisis. Much of this seems to be the result of a “supply shock” in which independent directors have become more aware of the risks associated with board positions. In the three weeks of January 2009 after the Satyam fraud came to light, independent director exits soared to 109 from a monthly average of about 30 before the crisis. Over a longer horizon, independent director exits per year have risen by 20% in the post-Satyam period as compared to the three years before the crisis…

Executive director appointments have more than doubled in the post-Satyam period than before. Their proportion on boards has risen by 16%.  (The drop in the number of independent directors in boardrooms bodes ill for corporate governance, FT, 8/20/2011)

Indian Boards should consider expanding their horizons, seeking directors from a much more diverse pool of creative professionals from outside their normal circles, including experts in social media, women and international candidates.

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InGovern Proxy Analysis Launched in India

A new proxy vote analysis service, InGovern Corporate Governance Platform, allows institutional investors to analyze various companies, follow the agendas of shareholder meetings, exercise votes and collaborate with other investors. Research based on “objective criteria” – Governance Radar – is also embedded into the platform, according to a press release from Bangalore.

This is a part of InGovern’s pioneering efforts at promoting shareholder activism among institutional investors in India.

Global research has shown that there is high correlation between good corporate governance and long term returns on an investment. Shareholder activism is in its infancy in India. The Ministry of Corporate Affairs and SEBI have been prodding institutional investors to exercise their rights as minority shareholders in companies. Investors can hope to get superior investment returns by actively participating in enhancing the corporate governance culture in India.

 

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India: Class Action, Insider Trading & CSR

Companies Bill 2009 proposes to introduce the concept of class action suits for the first time in India, which would empower investors to sue a company for “oppression and mismanagement” and claim damages.

Among other things, it also proposes to tighten the laws for raising money from the public and seeks to prohibit insider trading by company directors or key managerial personnel by treating such activities as a criminal offense.

Further, the UPA report said that voluntary guidelines on corporate social responsibility were released to promote socially and environmentally responsible business practices in the Indian corporate sector.

via New companies bill to encourage ‘responsible corp behaviour’ – Economic Times, 5/22/2011.

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Asian Companies Face Corporate Governance Pressures

‘The reluctance of family-owned firms to open their equity to outside shareholders has to some extent constrained the development of the capital markets in the Middle East,’ says Alissa Koldertsova, a policy analyst at the Paris-based Organization for Economic Cooperation and Development (OECD).

Examples are provided from several locations in Asia. For example:

Gome Electrical Appliances, one of the largest privately owned electronics retailers in China, serves as a prime example of a private, family-owned company struggling to survive under weak governance practices. Huang Guangyu, the company’s billionaire founder and its biggest shareholder, is serving a 14-year sentence in a Chinese prison for illegal business practices. In late September, he tried to increase his family’s control over the company from prison by submitting a proposal to have his younger sister and his lawyer installed as directors. The proposal failed.

Read more: Asia’s Corporate Governance Challenge.

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Progress but IFRS Delayed in India

The government notified 35 accounting standards with a view to update Indian accounting norms in line with the global audit practice IFRS.

The companies, however, will be given time to adjust to the new accounting standards as government has now deferred the implementation of the International Financial Reporting Standards (IFRS) beyond April 1 this year.  Govt notifies 35 accounting standards in line with IFRS, Business Standard, 2/26/2011.

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Indian Conference Seeks Enforcement of Competition

The recent two day International Conference on Competition Law that concluded in New Delhi found that governments that work too close to big business protect old technology and prolong recession. In times of recession businesses plead for protective measures to cushion them from aggressive competition. Receding demand forces them to cut jobs and add to the burgeoning unemployed figures. Protectionist measures create entry barriers, starve new technology start ups and prevent job creation, thus setting in motion a vicious cycle that prolongs recession. Free and open competition helps radicals to lead the charge to creative destruction in which only the best survive.

The experts advocated development of a National Competition Policy to precede industrial policy providing  clarity, cohesiveness and direction to the competition laws. It would help create a buy-in among various sectors and define roles and expectations of state and non-state actors, thus making  enforcement of competition law easier and more effective. The experts that had come from all over the world, including chairmen of competition authorities, found Indian Competition Act 2002 a perfect ideal for inclusive growth, but rusting because of non-use.  They were surprised that while the Indian Competition Act provided the toughest penalties for cartels, India  has the lowest capture rate because of  inadequately trained staff,  lack of  training in modern investigation techniques and lack of political will. The conference concluded

cartels are a conspiracy against the common man and its pernicious effect is visiting on rising food prices. There needs to be a national campaign against cartels. In regard to detection, today’s technology can be a great ally. Best way to catch is dawn raids not for discovering  sacks of gold but grabbing all computer equipment. The hard disc will tell all. What is needed  is the will to carry out search and seizure.

In his inaugural address Dr Veerappa Moily, the Law Minister  of India called for vigorous application of competition laws.  He advocated national legislation to extend the scope of the completion law to prevent  anti-competitive conduct in professions, farmers, and rural cooperatives. He said the law should be used not just to promote free competition but also to protect small players and cottage industries to bring about a truly level playing field.

In his keynote address Mr  Salman Khurshid, Minister for Corporate Affairs, asserted  that the competition policy and law should aim to provide socio economic justice. It should harmonise the twin objectives of protection and free enterprise. Competition policy should promote good corporate governance and bring about boardroom reform.

Madhav Mehra

In his theme address Dr Madhav Mehra the founder president International Academy of Law and the driving force behind the event warned,

India’s growth narrative is linked to the dreams and hopes of its youth. With average age of an Indian under 26 years, India is one of world’s most aspirational economies.   This has potentially catastrophic consequences . If Indian youth does not find jobs, it becomes  an  easy target for  terror groups. Terror from within is far more lethal than terror from outside. By protecting intellectual property, regulating mergers, curbing cartels and abuse of dominance widens the economic base and unleashes corporate energy triggering  an explosion of innovations that enables new technology radicals to overthrow  incumbents and  drive inclusive growth. History of modern industrialization has revealed that no real innovation has come from dominant industry. It has always been from the outside. The upstarts and radicals have succeeded after protracted battles. He said closeness of the businesses with government militates against innovation and inclusive growth. What we need  is fast, fearless  and furious enforcement for fair and open competition regime with proactive participation from  executive, legislative and judiciary.

Earlier Justice Pasayat, chairman competition appellate tribunal said “An overriding aim of competition law  is to promote economic justice. Justice is the only weapon that can secure stability to society and provide sustainability to business. As Pope Paul VI said “If you want peace, work for justice.” Competition law is essentially an instrument that helps us achieve that elusive goal.”

The valedictory address was delivered by Justice Altamash Kabir of Supreme Court of India. He said competition law in India is a public policy challenge and not just a legal argument. It needed understanding of both law and the socio-economic context. “We need to use competition law to remove entry barriers to allow innovators and free enterprise to succeed and redeem the aspirations and dreams of our youth.”

The Conference was organized jointly by the International Academy of Law and the UK based World Council for Corporate Governance in association with the Law Society of UK and the Competition Appellate Tribunal of India. Eminent speakers included several cabinet ministers such as Dr M Veerappa Moily, Minister of Law & Justice, Shri Salman Khurshid, Minister for Corporate Affairs, Prof K V Thomas, Minister for Consumer Affairs , other luminaries such as Mr Arun Maira Member Planning Commission,  Justice Altamas Kabir, Judge Supreme Court of India, Mr. Fali S. Nariman, an international authority on jurisprudence and Justice Pasayat  Competition Appellate Tribunal of India who was also the chairman of the steering committee. Overseas experts and law firms included Sir Christopher Bellamy of Linklaters,  Chairman of UK’s Competition Appeal Tribunal and judge EU General Court, William Blumenthal of Clifford Chance and a former General Counsel, Fair Trade Commission of USA and several Chairmen of Competition authorities worldwide.

The publisher of CorpGov.net will be in Kolkata, India in mid to late December and may have some availability for meetings. Contact James McRitchie.

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Corruption Challenges India

Sonia Gandhi Acknowledges Corruption Problem In India « Sonia Jaspal’s RiskBoard. Mrs Sonia Gandhi, Congress President during her speech at Teen Murti House on the 10th Indira Gandhi Conference titled ”An Indian Social Democracy: Integrating Markets, Democracy and Social Justice,” acknowledged the problem of corruption and the moral challenges facing Indian society.

“This is not a matter of choice. It is a known fact that unequal societies cannot achieve their full potential or even sustain a high level of growth indefinitely. In other words, islands of prosperity in a sea of deprivation can only give rise to storms of conflict and instability,” she said.

“But the story of India’s contrasts is well known: Ability, aspiration and achievement coexist with injustice, inequity and inequality. We have more millionaires than ever before, alongside millions who struggle for two square meals a day.”“This is not a matter of choice. It is a known fact that unequal societies cannot achieve their full potential or even sustain a high level of growth indefinitely. In other words, islands of prosperity in a sea of deprivation can only give rise to storms of conflict and instability,” she said.

“But the story of India’s contrasts is well known: Ability, aspiration and achievement coexist with injustice, inequity and inequality. We have more millionaires than ever before, alongside millions who struggle for two square meals a day.” (Our moral universe is shrinking: Sonia Gandhi, News India Times, 11/19/2010)

(I’ll be in India during much of December; contact for availability.)

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Video Friday: Pattanik on India, Chevron's "We Agree" Campaign

Devdutt Pattanaik takes an eye-opening look at the myths of India and of the West — and shows how these two fundamentally different sets of beliefs about God, death and heaven help us consistently misunderstand one another.

Chevron’s “We Agree” Ad Campaign

Environmental and human rights activists have revealed the various leaks that permitted them to wreck the recent launch of Chevron’s ultra-expensive new “We Agree” ad campaign. The revelations came with the announcement of a new print and video contest that, for a few dollars, continues the fight against Chevron’s mega-millions in a no-holds-barred PR smackdown. (One video, submitted by the comedy troupe Funny or Die, is already cracking up online legions, as are a large number of print submissions. An upcoming billboard alteration contest promises to up the ante yet further.)

Chevron’s plan for the “We Agree” offensive was first leaked to Amazon Watch over a month ago, when ecologist blogger Lauren Selman received a casting call to appear in one of Chevron’s new split-screen television ads. Selman used the information she gathered to help Amazon Watch, the Rainforest Action Network, and the Yes Men pre-empt Chevron’s insulting PR campaign. (Read Selman’s blog post here.)

Another leak came shortly after, when Chevron’s ad agency, McGarryBowen, asked DC street artist César Maxit if he could help wheat-paste the new Chevron posters. Instead, Maxit sent the Chevron files to the Rainforest Action Network and helped build their campaign. (See video here.)

The activists’ continuing efforts are ensuring that Chevron’s PR strategy backfires severely, as media continues to highlight Chevron’s poor environmental and human rights record. That’s exactly the point, say the activists: to raise public awareness around Chevron’s abuses in Ecuador and elsewhere, and ultimately force Chevron to do something about them.

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ESOPS Gain at Indian IT Firms

Indian IT firms are witnessing a significant jump in attrition levels.  Retention has become a key challenge. Several IT firms are set to implement Employee stock option plans (ESOPs), reports Bibhu Ranjan Mishra from the Business Standard. Infosys discontinued its ESOP policy in May 2003, saying “the employees are not keen on it.” However, in June this year, when Infosys Employee Welfare Trust announced the distribution of equity shares to those eligible, at least 140 employees serving notice periods withdrew their resignations overnight. (ESOPs back in IT firms to reduce attrition, SiliconIndia, 8/11/10)

Over the years, the US-based National Center for Employee Ownership (NCEO) has conducted and reported on research on employee ownership and corporate performance. The research comes to a very definite conclusion: the combination of ownership and participative management is a powerful competitive tool. Neither ownership nor participation alone, however, accomplishes very much. (Research on Employee Ownership and Corporate Performance) Indian IT firms might do well to combine their ESOPs with participative management programs, which will give employees even more reason to feel they have a meaningful long-term role in their company.

A survey by the ESOP Association and the Employee Ownership Foundation found 23% of respondents said their Employee Stock Ownership Plan (ESOP) was created to provide an additional employee benefit, and another 21% stated the attraction of the employee ownership concept as the reason. Eighty-four percent of respondents agreed that the ESOP improved motivation and productivity, and 78% of companies advertise the fact that they are employee owned through Web sites, in company literature, and in marketing campaigns, according to a press release. (Majority of ESOP Sponsors Offer another Retirement Plan, PlanSponsor.com, 8/11/10)

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CorpGov Bites

Opinion: Business to Blame for Anti-Business Mood, Marty Robins, Special to AOL News, 7/8/10. Where management was utterly disengaged from the business at hand, is it any wonder the public, and lawmakers, are demanding more regulation of the economy… resistance to good-faith efforts to improve governance by bolstering management oversight doesn’t endear business to society. Marty Robins also writes an occasional guest post to CorpGov.net.

Could your company outperform its competitors by 85% in sales growth and 25% gross margin? A group of Gallup clients achieved this competitive advantage by applying our behavioral economic principles. (Applied Behavioral Economics: The Next Discipline)

The idea that the human mind is based on an internalised statistical decision making algorithm is one we’ve met before. It’s a research fallacy which each successive generation of academics falls into by firstly using their latest research tools – statistical analysis packages, digital computers, etc – as metaphors for the way the mind works and then assuming that this is the way the mind actually works. There is a huge behavioural bias behind behavioural finance but it’s not the experimental participants who are subject to it, but the experimenters. (Behavioural Finance’s Smoking Gun)

Filing Deadlines and Proxy Solicitors – Checklist from The Activist Investor.

“We have recommended that internal audit should be outsourced rather than in-house because internal audit in-house is always dependent on the management of the company. Internal audit from outside will always be better, and then it should be given to chartered accountants,” ICAI President Amarjit Chopra told India’s the Economic Times (ICAI for compulsory outsourcing of internal audit functions, 7/8/10).

Not much new in the following but certainly glance-worthy:

  • Proxy Access Defense #1, Truth on the Market
  • Investors: be careful what you wish for, FT, 7/5/10. Can any of the players really afford the time or resources required to make engagement a reality?
  • The Future of the Board of Directors, Martin Lipton, Harvard blog, 7/6/10. We should recognize that the purpose of corporate governance must be to encourage management and directors to develop policies and procedures that enable them to best perform their duties (and meet our expectations), while not putting them in a straight jacket that dampens risk-taking and discourages investing for long-term growth and true value creation. (CorpGov.net: Short-term shareowners are handing out the straight jackets.)
  • Proxy Access: A Sheep or Wolf in Sheep’s Clothing? I sometimes feel the same way about some Stanford University research as some of them seem to think about proxy access, a wolf in sheep’s clothing, although this latest bit doesn’t seem to say much.
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The India Way

The governing board of Western Companies has traditionally been viewed as the owners eyes and ears, ensuring that company executives take prudent risks to optimize investor value and engage in no self-serving behavior or malfeasance while doing so. But drawing on the broad sense of mission and purpose that defines the India Way, Indian directors have become more deeply engaged in guiding company directions with less of an eye or ear on the shareholders and more of a concern for the community and the country.

American corporate governance has increasingly turned to rules, whilst Indian corporate governance have turned to more values. With more of a stakeholder approach, Indian companies are more focused on balancing the company needs with that of  the broader community. The India Way: How India’s Top Business Leaders Are Revolutionizing Management, by Peter Cappelli, Harbir Singh, Jitendra Singh and Michael Useem is the result of interviews 100 of India’s top business leaders in order to determine if India has lessons that can be applied to the West.

Three principles appear as key to many successful Indian companies:

  1. Employees are viewed as a company’s best assets and not something to be adjusted to fit cost structure or to be manipulated through layoffs to save money.
  2. There is a willingness (perhaps out of necessity) to do more with less.
  3. An all important underlying social mission to business and an interest beyond the immediate return for shareholders.

US companies could benefit from The India Way, with its greater focus more on long-term thinking and the corporation’s role in social progress.

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Reform Indian Corporate Governance Practices

Shubi Arora begins a three part report on the Asian Corporate Governance Association (ACGA) White Paper on Corporate Governance in India. The need for improvement in Indian Corporate Governance Practices: Part I, 4/12/2010.

It concluded that while India has enacted numerous reforms in corporate governance, especially in the area of company boards, independent directors, and disclosure and accounting standards, certain critical areas, such as shareholder meeting and voting procedures, regulation of affiliate transactions, issuance of preferential warrants, and quality of corporate disclosures, are in need of further improvement.

Many Indian businesses family-based, hesitating to relinquish control.  Second, punitive tax rates encouraged widespread tax evasion and other practices that have taken years to reform and even longer to change culturally.  Additional regulatory reforms are needed to address shareowner meeting and voting procedures.

First, detailed agendas for shareholder meetings are often not easily available.  Many companies neither upload these documents to the websites of the two main Indian stock exchanges (the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE)), nor do they make them clearly available on their own websites.  Second, votes are customarily counted in India by a “show of hands” rather than by a “poll.”  This former method effectively gives each shareholder an equal voice regardless of the number of shares it owns.  But the inequity does not stop there.  Under Indian law, proxies are not allowed to speak at meetings or vote on a show of hands.  Even though they can vote on a poll, since voting by a show of hands is the norm, the proxy votes of shareholders who cannot attend meetings are seldom counted.  Third, the lack of voting by poll also means a lack of detailed information on the results of meetings.  Even if polls are called, the results are not always published on the company’s website because there is no legal requirement to do so.

These practices remind me of those in the US that existed widely in the mid nineteenth century when one shareowner, one vote often prevailed. While one-vote-per-share rules creates a democracy of shares, common law used to involve a democracy of shareowners, much like current practices in India involving votes by a “show of hands.”

Before adopting ACGA recommendations, India may want to take a closer look at practices among the Eurofirst 300 index. Some 20% of those companies have oligarchic voting rules that give more voting rights to a small group of shareowners, often family members. On the other side of the equation, 15% provide for voting rights ceilings, ranging from 2% to 30% of votes, which serves to disperse power among shareowners. See Social Conceptions of the Corporation: Insights from the History of Shareholder Voting Rights by Colleen A. Dunlavy.

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India Funds Investor Activism

India’s Securities and Exchange Board of India (Sebi) will offer financial help, as “investor education and related activities,” to select investor rights groups fighting court battles against listed companies and market intermediaries such as brokerages. “Funding will be considered on a case-to-case basis,” said a senior Sebi official, who did not want to be identified. Sebi will pick up to 75% of legal fees in these cases.

Legal cases fought by investor associations will qualify for Sebi funding only if there are a thousand or more investors affected, or likely to be affected, by issues such as mis-statement in offer document, non-payment of dividend, fraudulent and unfair trade practices or market manipulation. Legal aid will not be provided if the Sebi board is a party in the court case or where it has initiated enforcement action.

IIM-A’s Varma, who is also a former Sebi board member, said a more effective step would be if India introduces class action law suits. “It is easy for a large firm to buy out a small association of retail investors.” (Sebi to finance, nurture activist investor clubs, LiveMint.com, 2/20/09)

Yes, we have class action lawsuits in the US, as well as several activist institutional investors, such as Florida SBA, CalPERS and CalSTRS. However, most of the associations focused on retail investors seem to be geared toward brokers and other providers of service and stock picking but nothing on responsible ownership and proxy analysis. The closest we see to have are the Investor Suffrage Movement and Proxy Democracy. I’d love to see SEC funding for organizations like them and for promoting corporate governance activism. Under e-proxy, 95% of retail shareowners aren’t voting. Obviously, something is wrong. Maybe the Sebi is onto something.

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