Your Directors have pleasure in presenting the Directors'Report and the AuditedStatement of Accounts of the Company for the Financial Year ended 3181 March2019.
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERTAIONS STATE OF AFFAIRS:
The performance of the Company during the year has been as under:
|Particulars || |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Total Income ||1315.18 ||2636.07 ||1315.18 ||2636.06 |
|Total Expenditure ||3335.56 ||3853.81 ||3336.00 ||3853.95 |
|Profit Before Tax ||(2020.38) ||(1214.30) ||(2020.82) ||(1214.44) |
|Provision for Tax ||(572.54) ||(304.37) ||(572.54) ||(304.37) |
|Profit after Tax ||(1447.84) ||(909.93) ||(1448.28) ||(910.07) |
REVIEW OF OPERATIONS:
During the year under review your company has achieved saies and other income ofRs.1315.18 Lakhs and net loss of Rs. 1447.84 Lakhs as compared to saies and other incomeof Rs. 2838.07 lakhs and net loss of Rs. 909.93 Lakhs achieved in the previous financialyear.
During the year under review your company has achieved sales and other income ofRs.1315.18 Lakhs and net loss of Rs.1448.28 Lakhs as compared to sales and other income ofRs. 2636.07 lakhs and net loss of Rs. 910.07 Lakhs achieved in the previous financialyear.
2. CHANGE IN THE NATURE OF THE BUSINESS IF ANY:
During the period under review and the date of Board's Report there was no change inthe nature of Business.
During the year your Company has not transferred any amount to General Reserve Account.
Keeping the Company's expansion and growth plans in mind your directors have decidednot to recommend dividend for the year.
5. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no major material changes and commitments affecting the financial position ofthe Company after the end of the financial year and up to date of this report. 14.08.2019)
6. BOARD MEETINGS:
The Board of Directors duly met eight (8)times during the financial year from 1stApril 2018 to 31st March 2019. The dates on which the meetings were held are30.05.201816.07.201812.10.2018 05.11.2018 14.11.2018
08.02.2019 01.03.2019 and 31.03.2019.
7. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO ANDKEY MANANGERIAL PERSONNEL:
* Mr. G. Rama ManoharReddy is liable to retire by rotation. Being eligible offershimself for reappointment.
* Mr. Venkateswara Rao Devineni is appointed as CFO with effect from 06.05.2019.
* Mrs. G. Amulya Reddy resigned as Whole-time Directorwith effect from 06.05.2019.
* Mr. Ashish Kesaraneni and Mr. Medishetty Srinivas Kumar resigned as IndependentDirector w.e.f.
08.02.2019. The Board places on record their sincere appreciation for the servicesrendered by them during theirtenure.
Mr.G. Rama Manohar Reddy designation has been changed from Managing Director toWhoietime Director of the Companyw.e.f. 06.05.2019.
Mr. KesavaiahModipalli and Mr. K. Rajender Reddy resigned as IndependentDirector with effect from 06.05.2019. The Board places on record theirsincere appreciationforthe services rendered by them during their tenure.
Mr. Khush Mohammad is appointed as Company Secretary and Compliance officer witheffect from 01.03.2019.
As required under regulation 36 (3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Directors seeking appointment/re-appointmentare given as under:-
|Name of the Director ||Mr. G. Rama Manohar Reddy ||Mr. MandavaSrinivasa Rao |
|Date of Birth ||04/05/1964 ||10/06/1972 |
|Qualification ||B.tech .Electronics ||B.Tech in Mechanical Engineering |
|Expertise in specific functional areas ||Has an experience of 25 years in Telecom Industry ||Worked for almost 15 years in US in capacities as Manager and CEO. Handeled technology related matters efficiently |
|Names of Listed entities in which the person also holds the directorship and the membership of Committees of the board || || |
|No. of Shares held in the Company ||5900990 ||NIL |
|Inter se relationship with any Director || ||NIL |
|Name of the Director ||Mr. D. Venkatasubbiah ||Mr. M. Satish Kumar |
|Date of Birth ||01-07-1942 ||19-05-1974 |
|Qualification ||BTech ||MBA |
|Expertise In specific functional areas ||Technical ||Worked for 20 years in capacities as manager and Director |
|Names of Listed entities in which the person also holds the directorship and the membership of Committees of the board ||NIL ||NIL |
|No. of Shares held in the Company ||NIL ||NIL |
|Inter se relationship with any Director ||NIL ||NIL |
8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS;
The Company has received declarations from Mr. Mahesh Ambalal Kuvadia Mr. D.VenkataSubbiah Mr. K. Rajender Reddy Mr KesavaiahModipalli Mr. Satish Kumar MaddineniIndependent Directors of the Company to the effect that they are meeting the criteria ofindependence as provided in Sub-Section (6) of Section 149 of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
9. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
Independent Directors are familiarized about the Company's operations and businesses.Interaction with the Business heads and key executives of the Company is also facilitated.Detailed presentations on important policies of the Company are also made to thedirectors. Direct meetings with the Chairman are further facilitated to familiarize theincumbent Director about the Company/its businesses and the group practices.
The details of familiarisation programme held in FY 2018-19 are also disclosed on theCompany's website at https://www-aishwarvatechtele.com.
10. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The assessment and appointment of Members to the Board is based on a combination ofcriterion that includes ethics personal and professional stature domain expertisegender diversity and specific qualification required
for the position. The potential Board Member is also assessed on the basis ofindependence criteria defined in Section 149(6) of the Companies Act 2013 and Regulation27 of SEBI (LODR) Regulations 2015.
In accordance with Section 178(3) of the Companies Act 201 Sand Regulation 19(4) ofSEBI (LODR) Regulations 2015 on the recommendations of the Nomination and RemunerationCommittee the Board adopted a remuneration policy for Directors Key Management Personnel(KMPs) and Senior Management. The Policy is attached as an Annexure to the CorporateGovernance Report.
11. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(C) and 134(5) of the Companies Act 2013and on the basis of explanation given by the executives of the Company and subject todisclosures in the Annual Accounts of the Company from time to time we state as under:
1. That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
2. That the Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit or loss of the Company for that period;
3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
4. That the Directors have prepared the annual accounts on a going concern basis:
5. That the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
6. That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
13. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):
During the year no amount is transferred to Investor Education and Provident Fund.
14. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
Bhashwanth Power Projects Private Limited is the subsidiary of the Company . There areno Operations in the Subsidary.
15. EXTRACT OF ANNUAL RETURN:
As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is a part of this Annual Report in enclosed as Annexure-I.
16. STATUTORY AUDITORS:
The members of the Company in accordance with Section 139 of the Companies Act 2013had passed a resolution for appointment of M/s. CSVR& Associates. as StatutoryAuditors of the Company for a period of 5 years in the AGM held on 29.09.2017 to holdoffice up to the conclusion of 27thAnnual General Meeting of the Company to beheld in the financial year 2021 - 22 which was subject to ratification as per theprovisions of Companies Act 2013.
However pursuant to notification from the MCA dated 07.05.2018 ratification ofappointment of statutory auditors at every Annual General Meeting has been dispensed with.
17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There have been no frauds reported by the auditors u/s 143(12).
18. INTERNAL AUDITORS:
Pursuant to the provisions of Section 138 of the Companies read with rules made thereunder the Board has appointed M/s. Ramana Reddy & associates Chartered Accountantsas Internal Auditors of the Company for the financial year 2018-2019.
19. DISCLOSURE ABOUT COST AUDIT:
Cost Auditis not applicable to the Company.
20. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 134(3) (f) &Section 204 of the Companies Act2013 the Board has appointed M/s. VivekSurana& Associates Practicing CompanySecretaries to undertake Secretarial Audit of the Company for financial year ending31.03.2019. The report of the Secretarial Auditor is enclosed herewith vide Annexure-ll ofthis Report.
21. QUALIFICATIONS IN AUDIT REPORTS:
Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts forthe yearended March 312019. M/s CSVR Associates & Co. has issued the Audit report withunmodified opinion /unqualified opinion. However the Board decided to further strengthenthe existing system and procedures to meet all kinds of challenges and growth in themarket expected in the coming years.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report for the year ended March312019 on the Compliances according to the provisions ofSection 204 ofthe Companies Act2013 and the same does not have any reservation qualifications or adverse remarks exceptthe delay in filing the unaudited financial results for the Quarter ended31.03.201830.06.201830.09.2018 non Publication of Newspaper advertisements and notregular in filing Forms with Registrar of Companies Reply: The Company could not filefinancial statements for the quarters ended June 2018 and September 2018 as the companywas referred to GRP proceedings. However the company was able to make settlement with theoperational creditor and is out ofthe CIRP proceedings
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given loans Guarantees or made any investments during the yearunder review.
23. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There were no materialsignificant related party transactions made by the Company with the Promoters DirectorsKey Managerial Personnel or the Senior Management which may have a potential conflict withthe interest of the Company at large.
All related party transactions were placed before the Audit Committee/Board forapproval. Prior approval of the Audit Committee was obtained for the transactions whichare foreseen and are in repetitive in nature.
None of the Directors have any pecuniary relationship or transactions with the Companyexcept payments made to them in the form of remuneration rent sitting fees and intereston unsecured loans.
The Company has not entered into any contracts/arrangements with related partiesreferred to Section 188(1) of the Companies Act 2013 including certain arm lengthtransaction during the year. Accordingly no disclosure or reporting is required coveredunder this Section.
24. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
During the year under review no Company has become or ceased to become itssubsidiaries joint ventures or associate Company.
25. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The required information as per Sec. 134 (3) (m) of the Companies Act 2013 is providedhereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takentoconserve energy wherever possible by using energy efficient computers and purchaseofenergy efficient equipment.
|B. Technology Absorption: || |
|1. Research and Development (R&D) ||: NIL |
|2. Technology absorption adoption and innovation ||: NIL |
|C. Foreign Exchange Earnings and Out Go: || |
|Foreign Exchange Earnings ||: Rs. 8.79.546/- |
|Foreign Exchange Outgo ||: Rs. 4259488/- |
(I) . AUDIT COMMITTEE:
The Audit Committee of the Company is constituted in line with the provisions ofRegulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 177of the Companies Act 2013 are included in the Corporate Governance report which formspart of this report.
(II) . NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company is constituted in line withthe provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchangesread with Section 178 of the Companies Act 2013 are included in the Corporate Governancereport which forms part of this report.
(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company is constituted in line with theprovisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges read withSection 178 of the Companies Act 2013 are included in the Corporate Governance reportwhich forms part of this report.
(IV) . RISK MANAGEMENT COMMITTEE AND POLICY:
The Company has constituted a Risk Management Committee. The details of constitution ofthe Committee and its terms of reference are set out in the Report on CorporateGovernance. TheCompany as formulated a Risk Management Policy under which various risksassociated with the business operations is identified and risk mitigation plans have beenput in place.
27. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuant to the provisions of Section 177(9) &(10) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) 2015 a vigilMechanism for Directors and employees to report genuine concerns has been established. Italso provides for necessary safeguards for protection against victimization for whistleblowing in good faith.
Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013. The same has been placed on the website of the Company.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR COMPOSITION OF CSR COMMITTEE AND CONTENTSOF CSR POLICY):
Since the Company does not have the net worth of Rs. 500 Crore or more or turnover ofRs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
29. PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning of Sec73 74& 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014during the financial year under review.
30. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS/ TRIBUNALS:
There are no significant and material orders passed by the regulators /courts thatwould impact the going concern status of the Company and its future operations.
NCLT Case: The company operating creditor M/s SEI Trading Indian Private has filed casebefore NCLT Hyderabad for claiming their dues and also terminated distribution-ship.Aishwarya Technologies and Telecom Ltd had filed a civil petition before city civil CourtHyderabad for injunction against sudden termination of distribution-ship by the above saidparty. Though the matter was pending before the City Civil Court which was filed muchbefore the NCLT Case NCLT Hyderabad admitted the case filed by the above said operationalcreditor. Due to admission at the operational creditor's petition the BOD was terminatedand IRP was appointed to proceed under IBC.
The Company has filed appeal before NCLAT New Delhi and made settlement with theoperational creditor for payment of dues Finally on accepting the Settlement deed theNCLAT New Delhi has set aside the order passed by NCLT Hyderabad and restored all therights of Board of Directors by passing the order on 19 th Sept 2018.
31. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.
The properties and assets of your Company are adequately insured.
33. CREDIT & GUARANTEE FACILITIES:
The Company has availed Working Capital facilities and Term Loan from Banks. TheCompany has also given counter guarantee to Bankers for obtaining Bank Guarantee.
34. SHARE CAPITAL
The authorised share capital of the Company stands at Rs. 155000000/-.
The paid up share capital of the Company stands at Rs. 119469710/- divided into23893942 equity shares of Rs. 10/-each.
35. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The Company has implemented all of its major stipulations as applicable to the Company.As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations 2015 areport on Corporate Governance duly audited is appended as Annexure III for information ofthe Members. A requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance is attached to the Report onCorporate Governance.
36. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
The Management Discussion and Analysis Report pursuant to the SEBI (LODR) Regulationappended as Annexure IV for information of the Members.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the policies areavailable on our website (https:// www.aishwaryatechtele.com). The policies are reviewedperiodically by the Board and updated based on need and new compliance requirement.
|Name of the policy ||Brief Description ||Website link |
|Board Diversity Policy ||At Aishwarya Technologies and Telecom Limited we believe that a truly diverse board will leverage differences in thought perspective knowledge skill regional and industry experience cultural and geographical background age ethnicity race and gender which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. ||www.aishwarvatechtele.com |
|Nomination and Remuneration Policy ||This policy formulates the criteria for determining qualifications competencies positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors key managerial personnel and other employees. ||www.aishwarvatechtele.com |
|Corporate Social Responsibility Policy ||The polity is framed to outline the formation of the committee which directs the Company in implementing the programs relating to education and any other program as the Board may think fit. ||www.aishwarvatechtele.com |
|Policy on Material Subsidiaries ||The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them. ||www.aishwarvatechtele.com |
|Related Party Transaction Policy ||The policy regulates all transactions between the Company and its related parties ||www.aishwarvatechtele.com |
ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:
Your Company always believes in keeping the environment pollution free and is fullycommitted to its social responsibility.The Company has been taking upmost care incomplying with all pollution control measures from time to time strictly as per thedirections of the Government.
We would like to place on record our appreciation for the efforts made by themanagement and the keen interest shown by the Employees of your Company in this regard.
The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment.
|Name ||Designation |
|Neha Bajaj ||Presiding Officer |
|Vamsi Priya V ||Member |
|Saritha A ||Member |
|DasaripallaJoji ||External Member |
All employees are covered under this policy. During the year 2018-2019 there were nocomplaints received by the Committee.
STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN ANDTHE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF THE COMPANIES(APPOINTMENT &REMUNERATION) RULES 2014:
A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure V to this Report.
A statement showing the names of the top ten employees in terms of remuneration drawnand the name of every employee is annexed to this Annual report as Annexure VI
During the year NONE of the employees is drawing a remuneration of Rs.10200000/- andabove per annum or Rs.850000/- and above in aggregate per month the limits specifiedunder the Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
42. RATIO OF REMUNERATION TO EACH DIRECTOR
Under section 197(12) of the Companies Act 2013 and Rule 5(1) (2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014 read with Schedule V of theCompanies Act 2013 the ratio of remuneration of Mr.K. Hari Krishna Reddy Chairman andWhole-time Director Mr. M. Srinivasa Rao Managing Director Mr.
G. Rama Manohar Reddy Whole-Time director and Mr. D. Venkateswara Rao Whole-timeDirector and CFOto the median remuneration of the employees are 20:1 NIL 15:14:1respectively.
43. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBi (Prohibition of Insider Trading) Regulation 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation. The policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain die highest ethical standards of dealingin Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website(http://aishwarvatechtele.com/Newsite/investors.php)
44. SECRETARIAL STANDARDS
The Company is in compliance with the applicable secretarial standards.
45. EVENT BASED DISCLOSURES
During the year under review the Company has not taken up any of the followingactivities:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights; NA
3. issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of itsshares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
46. CEO/ CFO Certification
The Managing Director cum CEO and CFO certification of the financial statements for theyear 2018-2019 is annexed in this Annual Report.
Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation of business constituents banksand other financial institutions and shareholders of the Company for their continuedsupport for the growth of the Company.
| ||For and on behalf of the Board AishwaryaTechnologies and Telecom Limited |
| ||Sd /- |
|Place: Hyderabad ||K. Hari Krishna Reddy |
|Date: 14.08.2019 ||Chairman and Whole-time Director |
| ||(DIN: 01302713} |
| ||Sd/- |
| ||D Venkateswara Rao |
| ||Whole time Director |
| ||(DIN: 03616715) |