Your Directors are pleased to present the 17th Annual Report along with the auditedfinancial statements of your Company for the financial year ended on March 31 2016.
The summarized financial highlight is depicted below:
|Particulars || |
| ||2015-16 ||2014-15 ||2015-16 ||2014-15 |
|Revenue from operations ||7255.73 ||6151.98 ||4630.75 ||3909.36 |
|Other Income ||684.82 ||685.64 ||973.03 ||738.16 |
|Total Income ||7940.55 ||6837.62 ||5603.78 ||4647.52 |
|Operating & Administrative Expenses ||2605.21 ||2249.67 ||1336.02 ||1301.94 |
|Operating Profit before Interest Depreciation and Tax ||5335.34 ||4587.95 ||4267.76 ||3345.58 |
|Interest and Financial Charges Expense ||1099.04 ||1175.06 ||822.10 ||708.79 |
|Depreciation / Amortization ||1079.44 ||911.68 ||521.93 ||488.62 |
|Profit Before Tax ||3156.86 ||2501.21 ||2923.73 ||2148.17 |
|Provision for tax (including deferred tax) ||326.92 ||176.72 ||82.15 ||(34.97) |
|Net Profit / (Loss) before Minority Interest ||2829.94 ||2324.49 ||2841.58 ||2183.14 |
|Add/ (Less) share of Minority Interest ||42.10 ||(10.16) ||- ||- |
|Share of Profit / (Loss) from Associate ||(4.68) ||- ||- ||- |
|Net Profit / (Loss) for the year after Minority Interest ||2867.36 ||2314.33 ||2841.58 ||2183.14 |
|Surplus brought forward from previous year ||5864.95 ||4433.53 ||6341.97 ||5041.00 |
|Balance available for appropriation ||8732.31 ||6747.86 ||9183.55 ||7224.14 |
|Appropriations: || || || || |
|Final Dividend on Preference Shares || |
|-* ||-* ||-* |
|Tax on Final Dividend on Preference Shares (including surcharge) ||-* ||-* ||-* ||-* |
|Interim Dividend on Equity Shares ||227.80 ||- ||227.80 ||- |
|Tax on Interim Dividend (including surcharge) ||46.38 ||- ||46.38 ||- |
|Proposed Final Dividend on Equity Shares ||- ||227.71 ||- ||227.71 |
|Tax on Final Equity Dividend (including surcharge) ||- ||46.36 ||- ||46.36 |
|Depreciation charged to retained earnings (net of deferred tax) ||- ||21.71 ||- ||20.97 |
|Marked to market opening gain to retained earning ||(0.40) ||- ||(0.40) ||- |
|Transfer to Capital Redemption Reserve ||0.14 ||0.14 ||0.14 ||0.14 |
|Transfer to General Reserve ||- ||218.31 ||- ||218.31 |
|Transfer to Debenture Redemption Reserve ||515.38 ||368.68 ||515.38 ||368.68 |
|Net Surplus in the statement of profit and loss ||7943.01 ||5864.95 ||8394.25 ||6341.97 |
*Figures being nullified on conversion to H in crore.
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.
Your Company has created a milestone in Indian commercial ports history by handlingmore than 151.51 MMT of cargo. This achievement is indeed a fulfilling one. This isnotwithstanding the general economic climate and slowdown experienced by variousindustrial sectors.
Mundra Port continues to rank 1st in terms of total cargo
handling and 2nd in terms of container cargo handling during the year under review. Theother ports developed and being operated by your Company at Dahej Hazira Kandla DhamraMurmugao and Vizag have performed well.
The audited consolidated financial statements of the Company as on March 31 2016prepared in accordance with the relevant applicable Accounting Standards and Regulation 33of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andprovisions of the Companies Act 2013 forms part of this Annual Report.
The key aspects of your Company's consolidated performance during the financial year2015-16 are as follows:
Cargo volume increased by 5% from 144.25 MMT in 2014-15 to 151.51 MMT in 2015-16.
Total Income increased by 16% from H6837.62 crores in 2014-15 to H7940.55crores in 2015-16.
Profit after Tax increased by 24% from H2314.33 crores in 2014-15 to H2867.36crores in 2015-16.
Earning per Share (EPS) for the year increased by 24% from H11.18 in 2014-15 to H13.85in 2015-16.
The detailed operational performance of the Company has been comprehensively discussedin the Management Discussion and Analysis Report which forms part of this Report.
During the year under review the Company had distributed an interim dividend of 55%(H1.10 per equity share of H2 each) on the equity shares.
Your Directors wish to conserve resources for future expansion and growth of theCompany. Hence your Directors have decided not to declare any further final dividend forthe year under review.
Your Directors have recommended 0.01% dividend on 0.01% Non-Cumulative RedeemablePreference Shares of H10 each for the financial year 2015-16.
The total outgo on account of dividend is H274.18 crores including tax thereon.
Transfer to Reserves:
The Company proposes to transfer H0.14 crores and H515.38 crores to the CapitalRedemption Reserve and Debenture Redemption Reserve respectively out of the amountavailable for appropriation.
Status of Composite Scheme of Arrangement:
During the year under review the Hon'ble High Court of Gujarat had vide its orderdated May 7 2015 sanctioned the Composite Scheme of Arrangement between Adani EnterprisesLimited ('AEL) and Adani Ports and Special Economic Zone Limited ('the Company or APSEZ')and Adani Power Limited ('APL) and Adani Transmission Limited ('ATE) and Adani MiningPrivate Limited ('AMPL) and their respective shareholders and creditors ('the Scheme').
The Scheme with effect from April 12015 inter alia provided for Demerger of thePort Undertaking of AEL comprising the undertaking businesses activities operationsassets (moveable and immoveable) and liabilities pertaining to the Belekeri port and theshareholding of AEL in the Company.
Upon the Scheme coming into effect and in consideration of the transfer and vesting ofthe Port Undertaking of AEL into the Company in terms of the Scheme the equityshareholders of AEL whose names appeared in the Register of Members of AEL as on theRecord Date i.e. June 4 2015 ("Eligible Shareholders of AEL") were entitled forallotment of 14123 equity share of APSEZ of H2/- each credited as fully paid-up for every10000 equity share of H1/- each fully paid- up held by such equity shareholder in AEL.
Accordingly 1553261781 equity shares of H2/- each of the Company were issued andallotted to the eligible shareholders of AEL on June 8 2015. Further pursuant to thescheme existing holding of 1552361640 equity shares of H2/- each of AEL in the Companywas extinguished and cancelled.
The equity shares of the Company so issued pursuant to the Scheme were listed andadmitted for trading on BSE Limited and National Stock Exchange of India Limited witheffect from June 16 2015.
US Bond Issuance - Rule 144A/Regulation S Offerings:
During the year under review your Company priced rule 144A/Regulation S offering ofUSD 650 million 3.50% Senior Unsecured Notes due 2020. This was the first investment gradeissuance and the largest USD bond offering by an infrastructure company in India and firstprivate sector issuance from an Indian Debut IG issuer in international bond marketssince 2013. These Notes are rated Baa3 (Moody's) BBB- (S&P) and BBB- (Fitch).
During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 of the Companies Act 2013 read with rules made there under.
During the year under review your Company has issued 14000 Rated Listed SecuredRedeemable Non-Convertible Debentures of face value of H10 lacs each aggregating to H1400crores on a private placement basis listed on the Wholesale Debt Market Segment of BSELimited.
Further your Company has redeemed 4950 Secured
Redeemable Non-Convertible Debentures of face value of H10 lacs each aggregating toH495 crores issued on private placement basis.
Particulars of loans guarantees or investments: The provisions of Section 186 of theCompanies Act 2013 with respect to a loan guarantee or security is not applicable tothe Company as the Company is engaged in providing infrastructural facilities which isexempted under Section 186 of the Companies Act 2013. The details of investment madeduring the year under review are disclosed in the financial statements.
Subsidiaries Joint Ventures and Associate Companies:
Your Company had 23 (direct and indirect) subsidiaries as on March 31 2016.
During the year under review the following changes have taken place:
Adani Food and Agro-Processing Park Private Limited was incorporated as whollyowned subsidiary for the development of Mega Food Park as per the guidelines of Mega FoodParks Scheme of Ministry of Food Processing Industries.
Abbot Point Operations Pty Limited was incorporated as wholly owned subsidiarywith an object to carry on business of port operator.
Adani Vizhinjam Port Private Limited was incorporated as wholly owned subsidiaryfor the development of a multipurpose international deepwater seaport at Vizhinjam.
Adani Kattupalli Port Private Limited was incorporated as wholly ownedsubsidiary with an object to develop operate maintain port and related infrastructurefacilities at Kattupalli.
Adani LPG Terminal Private Limited was incorporated as wholly owned subsidiarywith an object to develop operate maintain LPG terminal at Mundra.
Your Company has divested its part stake in Mundra Solar Technopark PrivateLimited (MSTPL) and accordingly MSTPL ceased to be subsidiary.
No Company has become/ceased to be a Joint venture/ associate during the financial year2015-16.
Adani Petroleum Terminal Private Limited was incorporated as wholly owned subsidiary ofthe company on April 26 2016 with an object to promote invest and to develop operatemaintain hydro-carbons terminal.
Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules made thereunder and pursuant to Regulation 33 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company had prepared consolidatedfinancial statements of the Company and its subsidiaries and a separate statementcontaining the salient features of financial statement of subsidiaries joint ventures andassociates in Form AOC-1 forms part of this Annual Report.
The annual financial statements and related detailed information of the subsidiarycompanies shall be made available to the shareholders of the holding and subsidiarycompanies seeking such information on all working days during business hours. Thefinancial statements of the subsidiary companies shall also be kept for inspection by anyshareholder/s during working hours at the Company's registered office and that of therespective subsidiary companies concerned. In accordance with Section 136 of the CompaniesAct 2013 the audited financial statements including consolidated financial statementsand related information of the Company and audited accounts of each of its subsidiariesare available on website www. adaniports.com. Details of developments of subsidiaries ofthe Company are covered in the Management Discussion and Analysis Report which forms partof this Report.
Directors and Key Managerial Personnel:
During the year under review Mr. Sarthak Behuria (DIN: 03290288) was appointed as anAdditional Director of the Company w.e.f November 2 2015 to hold office upto the ensuingAnnual General Meeting. He has tendered his resignation as an Independent Director w.e.fMarch 312016.
Mr. Arun Duggal (DIN: 00024262) and Mr. D. T. Joseph (DIN: 01716572) had resigned as anIndependent Directors of the Company w.e.f June 30 2015 and October 1 2015 respectivelyupon completion of term.
Mr. Sudipta Bhattacharya (DIN: 06817333) Whole Time Director of the Company hasresigned w.e.f. December 31 2015.
Board places on record the deep appreciation for valuable services and guidanceprovided by outgoing Directors during the tenure of their Directorships.
Pursuant to the provisions of Section 149 of the Companies Act 2013 Mrs. RadhikaHaribhakti was appointed as an Independent Director at the Annual General Meeting of theCompany held on August 11 2015. The terms and conditions of appointment of IndependentDirectors are as per Schedule IV of the Companies Act 2013. Your Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meetwith the criteria of independence as provided in Section 149(6) of the Companies Act 2013and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and there has been no change in the circumstances which may affect theirstatus as Independent Director during the year.
Pursuant to the requirements of the Companies Act 2013 and Articles of Association ofthe Company Dr. Malay Mahadevia (DIN: 00064110) is liable to retire by rotation and beingeligible offers himself for re-appointment. The Board recommends the appointment of Dr.Malay Mahadevia as Director of the Company retiring by rotation.
Brief details of Dr. Malay Mahadevia as required under Regulation 36 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is provided in theNotice of the Annual General Meeting.
Pursuant to the provisions of Section 203 of the Companies Act 2013 the Company hasappointed Mr. Karan Adani as Chief Executive Officer w.e.f January 1 2016 as keymanagerial personnel of the Company.
Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following:
a. that in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;
b. that such accounting policies have been selected and applied consistently exceptwhich has been mentioned in the notes and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the profit of the Company for the year ended on thatdate;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities:
d. that the annual financial statements have been prepared on a going concern basis:
e. that proper internal financial controls were in place and that the financial controlwere adequate and were operating effectively:
f. that proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.
Number of Board Meetings:
The Board of Directors met 6 (six) times during the year under review. The details ofboard meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this Report.
Independent Directors' Meeting:
The Independent Directors met on March 29 2016 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of Non-Independent Directors and the Board as a whole: theperformance of the Chairperson of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.
The Board adopted a formal mechanism for evaluating its performance as well as that ofits Committees and individual Directors including the Chairman of the Board. The exercisewas carried out through a structured evaluation process covering various aspects of theBoards functioning such as composition of the Board & committees experience &competencies performance of specific duties & obligations contribution at themeetings and otherwise independent judgment governance issues etc.
Policy on directors' appointment and remuneration: The Company's policy on directors'appointment and remuneration and other matters provided in Section 178(3) of the CompaniesAct 2013 is available on the website of the Company athttp://www.adaniports.com/investor/investor- download.
Internal Financial control system and their adequacy:
The details in respect of internal financial control and their adequacy are included inManagement Discussion and Analysis Report which forms part of this report.
The Board of the Company has formed a Risk Management Committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls.
Committees of Board:
Details of various committees constituted by the Board of Directors as per theprovision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and Companies Act 2013 are given in the Corporate Governance Report which forms part ofthis report.
Corporate Social Responsibility:
The Company has constituted Corporate Social Responsibility (CSR) Committee and hasframed a CSR Policy. The brief details of CSR Committee and contents of CSR policy isprovided in the Corporate Governance Report. The Annual Report on CSR activities isannexed and forms part of this report. The CSR policy is available on the website of theCompany at http://www.adaniports.com/sustainability/ policies.
Corporate Governance and Management Discussion and Analysis Report:
A separate report on Corporate Governance compliance and a Management Discussion andAnalysis Report as stipulated by SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of this Annual Report along with the required Certificatefrom a Practising Company Secretary regarding compliance of the conditions of CorporateGovernance as stipulated.
In compliance with Corporate Governance requirements your Company has formulated andimplemented a Code of Business Conduct and Ethics for all Board members and seniormanagement personnel of the Company who have affirmed the compliance thereto.
Business Responsibility Report:
The Business Responsibility Report for the year ended March 31 2016 as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed which forms part of this Annual Report.
Prevention of Sexual Harassment at Workplace:
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and rules made thereunder your Company hasconstituted Internal Complaints Committee (ICC) which is responsible for redressal ofcomplaints related to sexual harassment. During the year under review there were nocomplaints pertaining to sexual harassment.
Extract of Annual Return:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedto this report as Annexure-A.
Related Party Transactions:
All the related party transactions entered into during the financial year were on anarm's length basis and were in the ordinary course of business. Your Company had notentered into any transactions with related parties which could be considered material interms of Section 188 of the Companies Act 2013. Accordingly the disclosure of relatedparty transactions as required under Section 134(3) (h) of the Companies Act 2013 in FormAOC 2 is not applicable.
Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status of the Company:
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.
Your Company has taken appropriate insurance for all assets against foreseeable perils.
Quality Health Safety and Environment:
At Adani Ports and Special Economic Zone Limited (APSEZL) Quality Health Safety andEnvironmental (QHSE) responsibilities are integral to operations. Your Company hasacquired International Standards ISO 9001:2008 ISO 14001:2004 OHSAS 18001:2007 ISO28000:2007 certifications specifying the requirements for an Integrated Management System(IMS) as part of its objective to improve quality health safety and environment in thework place.
The organization has revisited its OHS Vision Mission statements and Life Saving Rules(LSR's) which are nonnegotiable. These have been communicated to all the employees.Further to give impetus to organizations HSE & well-being messages have been issuedby the senior leadership team re-emphasizing the Safety First culture.
Further your Company believes in Goal Zero which is a strong simple and memorableaim that has helped to achieve significantly enhanced safety performance. Besides theCompany has taken following major initiatives to advance the QHSE commitment:
Celebrated 45th National Safety Day/Week (4th to 10th March 2016) with programs spreadover a week. Celebration of 27th Road Safety Week from 10th to 16th January 2016 atsites.
Celebration of World Environment day June 5 2015.
Regular Safety walk by CEO COO and site heads.
More than 200 Employees from various Ports underwent the 3 day Safety OrientationCourse from Larsen and Toubro Limited Safety Training Centre (Safety Innovation School) atHazira.
All meetings including business review meeting commence with Safety Performance reviewthereby ensuring that focus on safety is maintained and it is sacrosanct.
Regular walk the talk by senior management to enhance safety.
Monthly OHS Bulletin SPARSH shared with all APSEZL users to engage them about thevarious activities carried out in enhancing Safety and Occupational Health.
The Company has developed a vision for Zero Waste and accordingly taken variousinitiatives at Mundra by focusing on 5R principles of waste management i.e. Reduce Reuse
Reprocess Recycle and Recover.
Entire treated sewage is reused for horticulture purpose.
Municipal Solid Waste is sent for recovery of valuable materials. Remaining material isdecomposed through waste destruction machine and thereby reducing the burden on MSWlandfills.
Used Oil / Spent Oil is recycled through oil recovery.
Oil is recovered from pigging activities through compression and thereby reduces thevolume of pigging to be treated.
Oily cotton waste is reused as a fuel in co-processing at cement kiln.
Kitchen / Food waste is converted to manure which is used for horticulturerequirements.
Oil Water Separator is installed for recovery of oil.
These initiatives are already under consideration at other port locations to achievethe goal of making APSEZL - a zero waste company.
The Company has started process for sustainability reporting as per GRI-G4 guidelines.
Auditors & Auditors' Report:
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade thereunder M/s. S R B C & CO LLP Chartered Accountants (Firm Registration No.:324982E/E300003) were appointed as statutory auditors of the Company to hold office tillthe conclusion of the Annual General Meeting (AGM) of the Company to be held in thecalendar year 2017 subject to ratification of their appointment at every AGM.Accordingly the appointment of M/s. S R B C & CO LLP Chartered Accountants asStatutory Auditors of the Company is placed for ratification by the Shareholders. In thisregard the Company has received a certificate from the auditors to the effect that ifthey are re-appointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.
Notes to the financial statements referred in the Auditors Report are self-explanatoryand therefore do not call for any comments under Section 134 of the Companies Act 2013.The Auditors' Report is enclosed with the financial statements in this Annual Report.
Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with therules made thereunder your Company had appointed Mr. Ashwin Shah Practising CompanySecretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportfor financial year 2015-16 is annexed which forms part of this report as Annexure-B.
There were no qualifications reservation or adverse remarks in the Secretarial AuditReport of the Company.
Information Technology- an enabler for Growth:
Your Company had embarked on a journey to standardize and optimize the criticalbusiness processes as part of the business transformation initiative two years back. TheBusiness Process Transformation as planned is complete and has yielded results beyondexpectations. Your Company can boast of standardized business processes across all portsfor a consistent customer experience. This again was a stepping stone for enablement ofproductivity and efficiency to help the organization not just to achieve the businessobjectives but to surpass the competition and set new standards of service deliveries andcustomer delight. As part of the phase II of transformation the company has embarked onthe digital journey a journey which all progressive and mature organizations globallyhave chosen to improve their efficiency productivity predictability and take thebusiness closer to the partner eco-system.
Understanding emerging & disruptive technologies like
Social Mobility Analytics & Cloud coupled with connected devices Machine toMachine IOT framework and consuming the same on an integrated command control centre withthe best of class terminal operating solutions is the journey which has just begun andthis the management is very confident will take your company to newer heights.
Awards Certifications and Accreditations:
"Private Port of the Year 2014-15" at the India Sea Trade Award (CostalShipping).
"Non-Major Port of the Year" at the 6th All India Maritime and LogisticsAwards 2015 (MALA award).
Container Terminal Operator of the Year - Maritime and Logistics Awards 2015(MALA award).
Sea Port of the Year (For Northern India) - Conquest 2016.
"Port / Terminal of the Year - Containerized Cargo" at the Gujarat Junction2016.
"Port / Terminal Operator of the Year - Health Safety and Environment" atGujarat Junction 2016.
"Sea Port of the Year (For Northern India)" award at North India MultimodalLogistics awards 2016.
"Best Port of the year Award" at the Gujarat Star Awards 2015.
"Non-Major Port of the year" at 3rd Samudra Manthan Awards 2015.
Sea Port of the Year at the Economic Times Logistics Awards 2016.
ALL - Leading ICD Operator North India Conquest 2016.
Particulars of Employees:
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in separate annexure forming part of this Report as Annexure-C.
The statement containing particulars of employees as required under Section 197 of theCompanies Act 2013 read with rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provi ded u pon req uest. I n terms of Secti on1 3 6 of th e Companies Act 2013 the Report and Accounts are being sent to the membersand others entitled thereto excluding the information on employees' particulars which isavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on working days of the Company. If any member is interested in obtaining acopy thereof such member may write to the Company Secretary in this regard.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withrule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed tothis Report as Annexure-D.
Your Directors are highly grateful for all the guidance support and assistancereceived from the Government of India Government of Gujarat Gujarat Maritime BoardFinancial Institutions and Banks. Your Directors thank all shareholders esteemedcustomers suppliers and business associates for their faith trust and confidence reposedin the Company.
Your Directors wish to place on record their sincere appreciation for the dedicatedefforts and consistent contribution made by the employees at all levels to ensure thatthe Company continues to grow and excel.
For and on behalf of the Board of Directors
|Place: Ahmedabad ||Gautam S. Adani |
|Date: May 3 2016 ||Chairman & Managing Director |
| ||(DIN: 00006273) |