Dear Members of Ad-Manum Finance Limited Indore
Your Director(s) are pleased to present their 33rd AnnualReport and the Company's Audited Financial Statement for the Financial Year ended 31stMarch 2019.
The Company's Financial Performance for the year ended 31stMarch 2019 is summarized below:
| || ||(Amount in Rs.) |
|PARTICULARS ||2018-19 ||2017-18 |
|Profit before Depreciation Interest & other adjustments ||62909989 ||61140137 |
|Less : Finance Cost ||(22483226) ||(41366115) |
|: Depreciation ||(2622339) ||(3468486) |
|: Exceptional Item ||(382255832) ||210727 |
|Profit Before Tax ||(451408) ||16516311 |
|Less : Provision for current Income Tax ||0 ||1050000 |
|: Deferred Tax ||4538755 ||0 |
|Profit for the year ||(4990163) ||15466311 |
|Earning per share ||(0.67) ||2.06 |
|Add : Balance of Profit B/F From Previous Year ||81485780 ||69112731 |
|Amount available for appropriation ||76495617 ||84579042 |
|Appropriations: || || |
|Transfer to NBFC Reserve ||0 ||3093262 |
|Balance carried to Balance Sheet ||76495617 ||81485780 |
|EPS (Basic & Diluted) ||(0.67) ||2.06 |
Performance of the Company.
During the Year Company has achieved total revenue of Rs. 1006.39 Lakh(Previous year Rs. 1505.41 Lakh) and Profit/(loss) after Tax of Rs. (49.90) Lakh asagainst Profit of Rs. 154.66 Lakh in the previous year. As per the special resolutionpassed by the members as required under section 180(1)(a) of the Companies Act 2013 andthe applicable SEBI (LODR) Regulations by way of postal ballot process completed on 27thJune 2018 During the year your company has sold its Loan Portfolio mainly relating tothe Commercial Vehicle Finance activities as the management considered the slow down inthe vehicle industry to other company for realization of the loan portfolio to havebetter utilization in other sector and paid off its Debt to reduce the financial burden ofinterest and finance cost resulting the turnover and Profitability of the company wasdecreased for the time being.
During the year as per the special resolution passed by the members asrequired under Section 13 of the Companies Act 2013 and the applicable SEBI (LODR)Regulations by way of postal ballot process completed on 27th June 2018 alsoaltered its Main Object Clause replacing the existing Clause III(A) with new clause III(A)of the Memorandum of Association for authority to carry on the business activities forproviding finance by way of loans or otherwise to the real estate project to have betterutilization of the available financial resources.
Further that your company proposes to alter the ancillary object clausefor having authority to the company to enter into the scheme of arrangement formerger/demerger/ amalgamation and reconstruction of the Company and recommend to passnecessary resolution if any given in the notice of the forthcoming Annual General Meetingby way of Special Resolution.
Due to loss incurred in the current year and long term requirement offunds the Board's proposes to retain its accumulated profits and decided not torecommend any dividend for the year 2018-19 (Previous year Nil) and retain profit for thebetter opportunities.
Transfer of Amount and Shares to Investor Education & ProtectionFunds (IEPF)
Pursuant to the provisions of the Companies Act 2013 read with theIEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 ("theRules") notified by the Ministry of Corporate Affairs New Delhi. All unpaid orunclaimed dividend are require to be transferred by the company to the IEPF established bythe Government of India after the completion of seven years. Further according to therules the shares on which dividend has not been paid or claimed by the shareholders forseven consecutive years or more shall also be transferred to the Demat account of the IEPFAuthority. Accordingly the company has transferred the unclaimed and unpaid dividends ofRs. 160413/- and has also transfer 16920 shares of Rs. 10/-each to the IEPFAuthority as per the requirement of the IEPF rules on account of the dividend declared bythe company in the year 2009-10 and 2010-11.
The detail related to dividend remains unpaid-unclaimed in the Companyhas been given in the Corporate Governance Report attached with the annual report of theCompany.
Transfer of Amount to the NBFC Reserves
The Company has transferred NIL amount to the NBFC Reserves as perrequirement of the Directions of the RBI to the NBFC Companies (Previous years.3093262/- (Rupees Thirty Lakh Ninety Three Thousand Two Hundred and Sixty Two only)).
Non Performing Assets and Provisions
The company has ascertained Non Performing Assets under Non BankingFinancial (Non deposit accepting or holding) Company's Prudential norms (ReserveBank) Directions 2007 as amended from time to time and made adequate provisions thereagainst. The company did not recognize interest income on such Non Performing Assets. TheCompany has also written off unrecoverable amount as bad debts.
The company does not have any subsidiary joint venture and anyassociate company within the meaning of the Companies Act 2013 either at the beginning orat the end of the financial year. However the Company is an associate of foreign companynamely Agarwal Coal Corporation(s) Pte. Ltd. (Singapore) which hold 36.93% shares in theCompany and having status of the promoter.
Disclosure Under Section 134(3) of the Companies Act 2013 ('the Act')
Pursuant to the provisions of Section 134(3) of the Act read along withthe Companies (Accounts) Rules 2014. The required informations and disclosures to theextent applicable to the company are discussed elsewhere in this report and their relevantinformation's are as under:-9.1 The extracts of Annual Return in Form MGT-9 as per Annexure-Aand is also hosted on the website (www.admanumfinance.com) of the company asper the requirement of the Act.
9.2 Policy of company for the appointment of Directors and theirremuneration is hosted on the website (www.admanumfinance.com) of the company as per therequirement of the section 178 of the Companies Act 2013. 9.3 The particulars of relatedparty contracts are enclosed herewith in form AOC-2 as per Annexure B.
9.4 The ratio of the remuneration of each director to the medianemployee's remuneration and other details in terms of subsection 12 of Section 197 ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are forming part of this report and is annexed asper Annexure - C. There is no employee drawing remuneration of Rs. 850000/- permonth or Rs. 10200000/- per year therefore the particulars of employees as requiredu/s 197(12) of the Companies Act 2013 read with Rule 5(2) and Rule 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable tothe Company.
Name of the top 10 employees in terms of remuneration drawn in thefinancial year 2018-19:
A statement of Top-10 employees in terms of remuneration drawn as perrule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended is annexed with the report as "Annexure-D".
Risk Management Committee
The company has voluntary constituted risk management committee and thepolicy is disclosed on the website of the company. (http://www.admanumfinance.com/amfl_risk.pdf ).
Disclosure of Codes Standards Policies and compliances there under a)Know Your Customer and Anti money laundering measure policy
Your company has a board approved Know Your Customer and Anti MoneyLaundering measure policy (KYC and AML Policy) in place and adheres to the said policy.The said policy is in line with the RBI Guidelines.
Company has also adheres to the compliance requirement in terms of thesaid policy including the monitoring and reporting of cash and suspicious transactions.There are however no cash transactions of the value of more than Rs. 1000000/- or anysuspicious transactions whether or not made in cash noticed by the company in terms of thesaid policy.
b) Fair Practice Code
The company has in place a fair practice Code (FPC) as per RBIRegulations which includes guidelines from appropriate staff conduct when dealing with thecustomers and on the organizations policies vis-a-vis client protection. Your company andits employees duly complied with the provisions of FPC.
c) Code of Conduct for Board of Directors and the Senior ManagementPersonnel
The company has adopted a code of conduct as required under Regulation17 of SEBI (LODR) Regulations 2015 for its Board of Directors and the senior managementpersonnel. The code requires the directors and employees of the company to act honestlyethically and with integrity and in a professional and respectful manner. A certificate ofthe Management is attached with the Report in the Corporate Governance section. d) Codefor Prohibition of Insider Trading Practices
The company has in place a code for prevention of insider tradingpractices in accordance with the model code of conduct as prescribed under SEBI(Prohibition of Insider Trading) Regulations 2015 as amended and has duly complied withthe provisions of the said code.
e) Whistle blower policy
Pursuant to the provisions of section 177(9) and (10) of the CompaniesAct 2013 read with rule 7 of Companies (Meeting of Boards and its powers) Rules 2014 andRegulation 22 of SEBI (LODR) Regulations 2015 the company had adopted a whistle blowerpolicy which provides for a vigil mechanism that encourages and supports its directors andemployees to report instances of unethical behavior actual or suspected fraud orviolation of the company's code of conduct policy. It also provides for adequatesafeguards against victimization of persons who use this mechanism and direct access tothe chairman of audit committee in exceptional cases. Policy of the whistle blower of theCompany has been given at the website of the company at:-http://www.admanumfinance.com/Whistle_Blower_Policy_&_Vigil_Mechanism%20policy.pdfand attached the same as Annexure E to this report.
f ) Prevention Prohibition and Redressal of Sexual Harassment ofwomen at work place
The company has in place a policy on prevention prohibition andredresses of sexual harassment of women at workplace. The primary objective of the saidpolicy is to protect the women employees from sexual harassment at the place of work andalso provides for punishment in case of false and malicious representations. No complianthowever is received by the company under the said policy in FY 2018-19.
g) Nomination Remuneration and Evaluation policy (NRE Policy).
The Board has on the recommendation of the Nomination and RemunerationCommittee framed a nomination remuneration and evaluation policy which lays down thecriteria for identifying the persons who are qualified to be appointed as directors andor senior management personnel of the company along with the criteria for determinationof remuneration of directors KMP's and other employees and their evaluation andincludes other matters as prescribed under the provisions of section 178 of CompaniesAct 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company hasbeen given at the website of the Company at http://www.admanumfinance.com/Nominatin % 20& % 20 Remunaration%20Policy.pdf. The details of the same are also covered inCorporate Governance Report forming part of this Annual Report.
h) Related Party Transactions Policy
Transactions entered with related parties as defined under section188(1) of the Companies Act 2013 and Regulation 23 of SEBI (LODR) Regulations 2015 duringthe financial year were mainly in the ordinary course of business and on an arm'slength basis and are not material. The related party transaction policy as formulated bythe company defines the materiality of related party and lays down the procedures ofdealing with related party transactions. The details of the same are posted on the Companywebsite (http://www.admanumfinance.com/Related% 20Party%20Transaction%20Policy.pdf).
All related Party Transaction are placed before the Audit Committee.Further the company has also obtained approval of members in the 30th AnnualGeneral Meeting held on 21st September2016 and the transaction entered by thecompany is within the limit granted by the members. A statement of all Related PartyTransaction is placed before the Audit Committee for its review on a quarterly basisspecifying the nature and value of the transaction.
i) Corporate Social Responsibility Policy
Company has framed Corporate Social Responsibility (CSR Policy) as perthe provisions of Companies (CSR Policy) Rules 2015 which inter alia lays down theguidelines and mechanism directly or indirectly through eligible trust or institutionsfor undertaking socially useful projects for welfare of the society. As per the provisionsof section 135 of Companies Act 2013 along with the rules made thereunder the companyhas constituted a Corporate Social Responsibility Committee. The composition of the CSRCommittee and its terms of reference are given in the Corporate Governance Report formingpart of this Annual Report. However the Company is not fall under the purview of section135 of Companies act in this Financial year 2018-19.
Listing of Shares of the Company
The equity shares of the company continue to remain listed on BSELimited (Script Code: 511359). The company has paid the Annual Listing Fees to BSE Limitedfor the financial year 2019-20 on time.
Directors and Key Managerial Personnel Executive Directors and KMPs
The Company is having adequate Key Managerial Personnel's as perrequirements of section 203 of the Companies Act 2013 as well as the SEBI (LODR)Regulations 2015. During the year Following are the changes in the directors and KMPs ofthe Company:-
1. Mr. Vikas Gupta Chief Financial Officer of the Company designatedas Key Managerial Personnel of the Company has tendered his resignation at the Meeting ofBoard of Directors held on 17th day of August 2018 with immediate effect andBoard of Directors accepted the same;
2. Mr. Kundan Chouhan is appointed as Chief Financial Officer of theCompany designated as Key Managerial Personnel of the Company as per the provisions ofSection 203 of the Companies Act 2013 at the Meeting of Board of Directors held on 7thday of February 2019;
3. Shri Jayanta Nath Choudhary and Mrs. Dolly Choudhary Whole-timeDirectors has tendered their resignation w.e.f. 15th day of February 2019 andthe Board of directors accepted the same.
4. Mr. Dharmendra Agrawal is appointed as Additional Director in thecategory of Whole-Time Director and Chief Executive Officer designated as Key ManagerialPersonnel of the Company at the Meeting of the Board of Directors held on 30th March2019.
Declaration for Independency of Independent Directors
The Company have received necessary declaration from all theindependent directors as required under section 149(6) of the Companies Act 2013confirming that they meet the criteria of Independence as per the SEBI (LODR) Regulation2015 and the Companies Act 2013. In the Opinion of the Board all theindependent directors fulfills the criteria of the independency as required under theCompanies Act 2013 and the SEBI (LODR) Regulations 2015.
Pursuant to the provision of the Companies Act 2013 company is having3 (Three) Independent Director including 1 (One) Women Director which are as follows:-
1) CA Assem Trivedi
2) CA Vishnu Gupta
3) Mrs. Priyanka Jha
During the year the following changes have taken place in theIndependent Directors of the company :
1. Mrs. Priyanka Jha is appointed as Additional Director in theCategory of Women director designated as Independent Director of the Company at theMeeting of the Board of Directors held on 30th March 2019.
2. Mr. Devee Prashad Kori Independent Director of the Company tenderedits resignation w.e.f. 30th day of March 2019 at the Meeting of the Board ofDirectors held on 30th March 2019 and the Board of Directors accepted thesame.
Directors seeking confirmation in the ensuing Annual General Meeting;
Your Board of Directors has proposes to pass the necessary resolutionin the ensuing Annual general meeting related to confirmation of the appointment of Ms.Priyanka Jha (DIN 07347415) as the Independent Director and confirmation for appointmentof Mr. Dharmendra Agrawal (DIN 08390936) as the Director and further as the Whole TimeDirector w.e.f. 30th March 2019 Your Board of directors recommends to passnecessary resolution to that effect as set out in the notice of the Annual General Meetingand justification for re-appointing them is being annexed in the explanatory statement.
The Company has devised a policy for performance evaluation of theBoard Committees and other individual Directors (including Independent Directors) whichinclude criteria for performance evaluation of Non-executive Directors and ExecutiveDirectors. The evaluation process inter alia considers attendance of Directors at Boardand committee meetings acquaintance with business communicating inter se board memberseffective participation domain knowledge compliance which code of conduct vision andstrategy.
The Board carried out an annual performance evaluation of the BoardCommittees Individual Directors and the Chairperson. The Chairman of the respectiveCommittees hared the report on evaluation with the respective committee members. Theperformance of each committees was evaluated by the Board based on report on evaluationreceive committees.
The report on performance evaluation of the Individuals Directors wasreviewed by the Chairman of the Board and feedback was given to Directors.
During the FY 2018-19 12 (Twelve) Board Meetings were convened andheld. The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013 and the SEBI (LODR) Regulations 2015. The details of the Boardmeetings held during the year along with the attendance of the respective directors thereat are set out in the Corporate Governance Report forming part of this annual report.
Significant/ Material orders passed by the Regulator or Court orTribunals
There were no significant/material orders passed by any regulator orcourt or tribunal which would impact the going concern status of the company and itsfuture operations.
Internal Audit and Internal Financial Control System
The company has appointed an independent firm of Chartered Accountantsfor conducting the audit as per the internal audit standards and regulations. The internalauditor reports their findings to the audit committee of the board. The audit functionmaintains its independence and objectivity while carrying out assignments. It evaluates ona continuous basis the adequacy and effectiveness of internal control mechanism withinteraction of KMP and functional staff.
The company has taken stringent measures to control the quality ofdisbursement of loan and its recovery to prevent fraud. The company has also taken stepsto check the performance of the functional employees of the company at branch level.
Secretarial Audit Report
Pursuant to the provisions of section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of the company had appointed M/s D.K. Jain & Co. PracticingCompany Secretaries Indore to undertake the Secretarial Audit of the company for the FY2018-19. The Secretarial Audit Report for the FY ended March 31st 2019 isannexed as Annexure F to this report. The said report does not contain any materialqualification reservation or adverse remark except the following: Observations:The company has not given Separate Notice for Book Closure for the period 22.09.2018 to28.09.2018 to the BSE under the Regulation 42(2) of the SEBI (LODR) Regulations 2015.
Management Reply: The Company has properly closed its Register ofMembers and Share Transfer Book and provided copy of the newspaper clipping for bookclosure for the period 22.09.2018 to 28.09.2018 to the stock exchange and has also hostedthe same on the website of the Company and disclosed in the annual report. However thesame was not separately disclosed inadvertently without any malafide intention and notprejudice to the interest of the members of the Company as the Company has not declaredany dividend during that period for the year 2017-18.
Observations: The company has not submitted to the BSE the Copiesof the notices circulars and newspress notice to the shareholders for the D-mat ofshares KYC Requirements transfer of shares to IEPF etc under the Regulation 30(2) readwith Clause 12 of Para A of Part A of schedule III of the SEBI (LODR) Regulations 2015.
Management Reply: The Company has properly given notices andcirculars to the members of the company and has also hosted the same on the website of theCompany and disclosed in the annual report. However the same was not separately filedinadvertently without any malafide intention and not prejudice to the interest of themembers of the Company. Observations: The Company has not submitted a Certificatefrom the Statutory Auditor on half yearly basis certifying compliance with the existingterms and conditions of FDI to the Bhopal Regional Office of the RBI as per the MasterDirection- Non-Banking Financial Company Returns (Reserve Bank) Directions 2016 issued byRBI.
Management Reply: Since there was a change in the requirements thecompany could not comply with the same however it has filed the annual return coveringthe period of the half yearly also. Further that there was no objections from the RBI assuch.
Auditor and Auditors Report
At the 31st Annual General Meeting held on 25thSeptember 2017 the members had appointed M/s SAP Jain & Associates (ICAI FirmRegistration Number 019356C) Chartered Accountants as statutory auditors of thecompany to hold the office from the conclusion of the ensuing Annual General Meeting tillthe conclusion of 36th Annual General Meeting to be held in the year 2022.
The Company has received consent from Statutory Auditor andconfirmation to the effect that they are not disqualified to be appointed as StatutoryAuditor of the company in terms of the provisions of the Companies Act 2013 and rulesframed thereunder. Hence offer themselves eligible to continue during the year .
Further the Notes to the Accounts referred to in Auditors Report areself explanatory and does not call for any comment.
Director's Responsibility Statement
The Director's Responsibility Statement referred to Section134(3)(c) and 134(5) of the Companies Act 2013:
- In the preparation of the annual accounts for the year ended March 31st 2019 the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there is no material departures from the same;
b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at March 31st 2019 and of the loss of the company for the year ended on that date;
- The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
- The directors had prepared the annual accounts on a "going concern" basis;
- The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
Corporate Governance & Management Discussion and Analysis
Regulation 34 read alongwith Schedule V of SEBI (LODR) Regulations2015 and Companies Act 2013 along with their rules the corporate governance reportmanagement discussion and analysis certificate from Practicing Company Secretaryregarding non-disqualification debarred for being appointment or continue to be appointedand the auditor's certificate regarding compliance of conditions of corporategovernance is enclosed herewith as per Annexure - G
Details of Fraud
There is no fraud as reported by the Auditors to the Central Governmentwhich needs to be disclosed as per the requirement of the provisions of section 134(3)(ca)of the Companies Act 2013 during the year 2018-19.
Pursuant to the provisions of the Companies Act 2013 read along withtheir rules and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015an Annual Performance evaluation of the Board the directors individually as well as theevaluation of the working of the board committees including audit committee and othercommittees of the Board of Directors of the company was carried out during the year and iscovered under the corporate governance report forming part of this annual report.
The Company is a non deposit taking Category - B NBFC Company. Thecompany does not have any public deposits within the meaning of Section 73 of theCompanies Act 2013. Further the Company has not accepted any deposit in contravention ofthe provisions of the Companies Act 2013 as well as RBI directions.
Adequacy of Internal Financial Controls
The company has an adequate internal financial control backed bysufficient qualified staff system software and special softwares. The company has also aninternal audit system by the external agency.
Committee of the Board
The Company has duly constituted the following committees as per theprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
- Audit Committee as per section 177 of the Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
b) Stakeholder Relationship Committee as per section 178 of the Companies Act 2013 and Regulation 20 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015.
- Nomination and Remuneration Committee as per section 178 of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
- Risk Management Committee as per Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
- CSR Committee as per section 135 of the Companies Act 2013.
f) Internal Committee for Sexual Harassment of Women at theWork Place.
The detail of the composition of all the committees and theirrespective terms of reference are included in the Corporate Governance Report forming thepart of this annual report. The committees' meets at the regular interval prescribedin the Companies Act 2013 SEBI (LODR) Regulations 2015 and any other Act applicable ifany.
Disclosure as per terms of Paragraph 13 of "Non-SystemicallyImportant Non Banking Financial (Non-Deposit Accepting or Holding) Companies PrudentialNorms (Reserve Bank) Directions 2015 The desired disclosure is enclosed herewith asper attached Financial Statements.
Conservation of Energy Technology Absorption Foreign ExchangeEarnings and outgo
Particulars required u/s 134(3)(m) of the Companies Act 2013 read withrule 8(3) of Companies (Account) Rules on conservation of energy and technologyabsorption are NIL. There was no foreign exchange earnings and outgoing during theFinancial Year (Previous year Nil).
Compliance of Reserve Bank of India Guidelines
The Company is having Registration from the RBI to act as NBFC Companyand is complying with the entire Requirements prescribed by the Reserve Bank of Indiafrom time to time.
Change in the nature of business
During the year under review there was the following changes in thenature of the business:
1) company has sold its entire loan portfolio to another bodycorporate;
2) the company has altered its main object clause and intended to enterinto the Real Estate Financing Business.
Material Changes and Commitments Affecting the Financial Position ofthe company
No material changes and commitments affecting the financial position ofthe Company occurred during the Financial Year to which this financial statements relateand the date of report.
Particulars of Loans Guarantees and Investments
Since the company is registered as NBFC with RBI therefore theprovisions of section 186 of the Companies Act 2013 and the rules made thereunder is notapplicable on the company. However the Company has made certain investment and providedloans to certain corporate during its ordinary course of business. Details of which can bereviewed in the Financial Statements of the company.
The Board of Directors places its sincere gratitude for the assistanceand co-operation received from Banks Customers and Shareholders etc. The Directors takethis opportunity to express their sincere appreciation for the dedicated services of theexecutives and staffs for their contribution to the overall performance of the company.
|Registered Office : || ||By Order of the Board |
|Ad-Manum Finance Limited || || |
|CIN : L52520MP1986PLC003405 || ||Sd/- |
|"Agarwal House" Ground Floor ||Sd/- || |
| ||(Vinod Kumar Agarwal) ||(Dharmendra Agrawal) |
|5Yashwant Colony || || |
| ||Director & Chairman ||Whole-Time Director & CEO |
|Indore-452003 (MP) || || |
| ||DIN: 00136613 ||DIN-08390936 |
|Date: 29/05/2019 || || |
|Place: Indore || || |