Section Amendments 92 Not Yet Notified- Annual Return Central Government may prescribe abridge form of Annual Return for OPC & Small Company 96 Not Yet Notified- Place of GM GM of Unlisted Company may be held at any place in India if Consent is given by all the members in advance in writing or by electronic mode 100 Notified- EGM of WOS EGM of WOS of a Company which are incorporated outside India can be held even outside India AMITA DESAI & CO. 33
Section Amendments Not yet Notified- Resolutions to file 117(2) Banking Companies are exempted from submitting Board resolution passed by it for granting loans or giving guarantee or providing securities in its ordinary course of business. Not yet Notified- Reduced penalty for Non filing 117(3) Minimum fine for non- filling of resolutions and agreement as required is reduced to Rs 1 Lakh instead of Rs 5 Lakh AMITA DESAI & CO. 34
Section Amendments Notified- Interim Dividend 123 Interim Dividend can be declared even after closure of FY till holding of AGM out of profits generated by the Company till the quarter preceding the date of declaration of interim dividend. Not yet notified – Auditors Ratification 139 Ratification of Statutory Auditor at every AGM is no longer required. Notified- ADT-3 140 For ADT-3 fine is reduced from Rs. 50,000 or the remuneration of the auditor, whichever is less. AMITA DESAI & CO. 35
Section Amendments Not yet notified- Regarding Resident Director 149 requirement of at least one director who stays in India for 182 days has been changed from previous calendar year to financial year and in case of newly incorporated company the aforesaid requirement will apply proportionately at the end of FY in which it is incorporated. 160 Notified- Deposit of 1 Lac requirement of deposit of Rs. 1 Lac for nomination of directors will not be applicable in case of appointment of an ID or a director recommended by the NRC or director recommended by Board. AMITA DESAI & CO. 36
Section Amendments Notified- MBP-1= The limit for minimum penalty on 184(4) failure by Directors to disclose interest has been omitted and disclosure of 2% holding in company or body corporate Notified- Forward Dealing and Insider Trading 194 and 195 Both the section are now OMITTED because there already exist specific provision in SEBI Act Not Notified- MD remuneration 197 The word “with the approval of Central Government” is being omitted from this entire section AMITA DESAI & CO. 37
Section Amendments 177(1) Not Notified- Every Listed Public Company shall constitute an Audit Committee (instead of every Listed Company) 178(1) Not Notified- Every Listed Public Company shall constitute an Nomination & Remuneration Committee (instead of every Listed Company) AMITA DESAI & CO. 38
AMITA DESAI & CO. 39
Definition has been substituted: ''Cost Accountant' means a cost accountant as defined in section 2(1)(b) of the Cost and Work Accountants Act, 1959 and who holds a valid certificate of practice Section 6 (1) of that Act. Analysis: Now Cost Accountant means Cost Accountant in practice holding valid certificate of practice u/s 6(1) of Cost and Works Accountants Act, 1959 and as defined in section 2(1)(b) of the Cost and Work Accountants Act, 1959. 40 AMITA DESAI & CO .
In definition , Proviso has been inserted- Provided that — (a) the instruments referred to in Chapter III-D of the Reserve Bank of India Act, 1934 ; (b) such other instrument, as may be prescribed by the CG in consultation with the RBI, issued by a company, shall not be treated as debenture Analysis: After the amendment, instruments referred to in Chapter III-D of the RBI Act and such other instruments as notified by CG in consultation with RBI shall be excluded from the definition of Debentures. 41 AMITA DESAI & CO.
‘Any In CA 2013, the phrase other instrument of a company evidencing a debt’ made it a broad definition to include commercial papers, derivatives, REPO , reverse REPO and other money market instruments which were often used as short term fund raising source by eligible companies were regulated by RBI regulations . AMITA DESAI & CO. 42
The words "or associate company" has been inserted: Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary or associate company of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Tribunal may, if it is satisfied, allow any period as its financial year, whether or not that period is a year: Analysis: Associate Company of a company incorporated outside India can also apply to the Tribunal for a different financial year for consolidation of its accounts outside India. 43 AMITA DESAI & CO.
A need was felt to include Associate Companies and Joint Ventures in the definition of ‘financial year ’ since the financial statements of the associates and joint venture were also taken into consideration in the preparation of ‘consolidated financial statements . ’ Hence, Associate and JV companies are now allowed to approach the NCLT for a different financial year. AMITA DESAI & CO. 44
Explanation has been inserted: Holding Company in relation to one or more other Companies, means a company of which such companies are subsidiary companies. Explanation- for the purpose of this clause, the expression “Company” includes any body corporate. Analysis: Similar provision was there in the definition of subsidiary company, so as to remove the anomaly, definition of holding company has been amended 45 AMITA DESAI & CO.
Analysis: Similar provision was there in the definition of subsidiary company, so as to remove the anomaly, definition of holding company has been amended. AMITA DESAI & CO. 46
The term ‘includes a body corporate’ was required to be included in Section 2(46) so that a company incorporated outside India could be considered to be the holding company of another company, which would not cause uncertainty in ascertaining the status of a company in case of foreign holding company and also determining the applicability of the Act to such a company AMITA DESAI & CO. 47
Analysis: The term Interested Director is not used in other sections of the Companies Act, 2013, the only reference is given in Section 174(3) read with Section 184(2). In explanation of Section 174(3) it is provided that the term interested director means a director with in the meaning of Section 184(2). Section 184(2) provides that if any Director is interested in any contract or arrangement , directly or indirectly Considering the redundancy, definition is omitted. 48 AMITA DESAI & CO.
The following clause has been inserted: (v)such other officer, not more than one level below the directors , who is in whole-time employment , designated as KMP by the Board ; and; (vi)such other officer as may be prescribed; Analysis: In the definition of KMP, an officer one level below the Board of Directors, who is whole-time employee of the company, is also included. 49 AMITA DESAI & CO.
A flexibility was required to be given to the companies for designating whole-time officers as KMP of the company since a plain reading of Section 2(51) of CA 2013 suggests that there is a limit on officers who can be designated as KMP and make HOD responsible AMITA DESAI & CO. 50
“Net Worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account , after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation Analysis: For calculation of net worth debit or credit balance of profit and loss account shall also be included. 51 AMITA DESAI & CO.
The Networth of a company reflects its intrinsic value . Hence, the phrase ‘debit or credit balance of profit and loss account’ is added to the definition . AMITA DESAI & CO. 52
“Public Company” means a company which — (a) is not a private company; and (b) has a minimum paid-up share capital as may be prescribed: Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles. Analysis: The word ‘ and ’ is being inserted to provide more clarity to the definition of public company, now both the conditions should be satisfied to determine Public Company . 53 AMITA DESAI & CO.
The following proviso has been substituted: Provided that no institution shall be so notified unless — (A) it has been established or constituted by or under any Central or State Act other than this Act or the previous company law. Analysis: It is clarified that a company incorporated under Companies Act, 2013 or previous company law cannot be notified as Public Financial Institution. 54 AMITA DESAI & CO.
The following sub-clause (viii) has been substituted namely:- (viii) any body corporate which is — (A) a holding, subsidiary or an associate company of such company; or (B) a subsidiary of a holding company to which it is also a subsidiary or (C) an investing company or the venturer of the company. Explanation- for the purpose of this clause, “the investing company or the venturer of a company” means a body corporate whose investment in the company would result in the Company becoming an associate company of the body corporate. 55 AMITA DESAI & CO.
Analysis: The substitution of the word ‘company’ with ‘body corporate’ would remove any ambiguity or interpretational difficulties that may arise in determining the status of a foreign company as a related party to a Company. Also a new sub-clause has been inserted in the definition of related party to include any Body corporate which is an investing company or the venturer of a company. AMITA DESAI & CO. 56
The following sub clause (i) and (ii) has been substituted: ‘‘Small Company’’ means a company, other than a public company, — ( i ) paid-up share capital of which does not exceed Rs.50 lac or such higher amount as may be prescribed which shall not be more than Rs. 10 crore rupees (earlier 5 Cr) ; or ( ii ) turnover of which as per profit and loss account for the immediately preceding financial year (earlier it waslast PL account) does not exceed Rs.2 crore or such higher amount as may be prescribed which shall not be more than Rs.100 crore ( earlier 20 Cr) 57 AMITA DESAI & CO.
“ Turnover” means the gross amount of revenue recognized (earlier it was aggregate value of the realization of amount made ) in the profit and loss account from sale, supply, or distribution of goods or on account of services rendered, or both, by a company during a FY.--- Reason – In line with AS 58 AMITA DESAI & CO.
The following new section has been inserted: “ 3A If at any time the number of members of a company is reduced, in the case of a public company, below 7 , in the case of a private company, below 2 , and the company carries on business for more than 6 months while the number of members is so reduced, every person who is a member of the company during the time that it so carries on business after those six months and is cognizant of the fact that it is carrying on business with less than seven members or two members, as the case may be, shall be severally liable for the payment of the whole debts of the company contracted during that time, and may be severally sued therefor. ” 59 AMITA DESAI & CO.
Analysis: Benefit of limited liability of members cannot be availed Similar provision was there in Companies Act, 1956 u/s 45 , but Companies Act, 2013 only provided for minimum numbers of members so a need arose to introduce members liabilities in case number of members falls below minimum number of members required in case of public and private company. AMITA DESAI & CO. 60
Section 4( 5 )(i) has been substituted: (i )“Upon receipt of an application under sub-section ( 4 ), the Registrar may, on the basis of information and documents furnished along with the application, reserve the name for a period of 20 days from the date of approval or such other period as may be prescribed: Provided that in case of an application for reservation of name or for change of its name by an existing company , the Registrar may reserve the name for a period of 60 days from the date of approval. 61 AMITA DESAI & CO.
Analysis: Now, the proposed name will be reserved for a period of only 20 days from the date of approval instead of 60 days from the date of application. Also Registrar may reserve the name for a period of 60 days in case of application by an existing company AMITA DESAI & CO. 62
• Since a centralised processing of name reservation/approval has already been implemented, and that only One re- submission is allowed, period of reservation of name is reduced to 20 days for any person and for 60days for existing company in order to reduce misuse and inefficiency AMITA DESAI & CO. 63
Save as otherwise provided in this Act, — (a) a document or proceeding requiring authentication by a company; or (b) contracts made by or on behalf of a company, may be signed by any key managerial personnel or an officer or employee of the company duly authorized by the Board in this behalf. Analysis: Now, if authorised by Board any employee of the Company can also sign any documents on behalf of the Board or documents requiring authentication. 64 AMITA DESAI & CO.
• It is practically difficult for top level management to sign all the documents since Section 2(59) includes top level management persons. • Hence, authority is given to employees to sign the documents backed by board resolution expecting that the board shall exercise due care while authorising any such employee. AMITA DESAI & CO. 65
After clause 2(b), the following clause shall be inserted , namely: "(c) that, as regards every misleading statement purported to be made by an expert or contained in what purports to be a copy of or an extract from a report or valuation of an expert, it was a correct and fair representation of the statement, or a correct copy of, or a correct and fair extract from, the report or valuation; and he had reasonable ground to believe and did up to the time of the issue of the prospectus believe, that the person making the statement was competent to make it and that the said person had given the consent required by sub-section (5) of section 26 to the issue of the prospectus and had not withdrawn that consent before delivery of a copy of the prospectus for registration or, to the defendant's knowledge, before allotment thereunder. ” Continued… 66 AMITA DESAI & CO.
Analysis: Section 35(2)(c) is inserted to provide that a person will not be liable for mis-statement if he establishes that he had reasonable ground to believe that the person making the statement was competent to make it and that the said person had given the consent required and had not withdrawn that consent before delivery of prospectus. AMITA DESAI & CO. 67
The stakeholders suggested that directors could not rely on statements made by experts in a prospectus as a defence for civil liability, although such a defence was available in CA 1956 under Section 62(2)(d)(ii) Also, United State’s Securities Exchange Act named experts (including accountants, engineers & appraisers) who prepare or certify a portion of the prospectus or any report supporting prospectus to be held liable for the portion they prepare. AMITA DESAI & CO. 68
The English Companies Act 2006 provides that the director is only liable to compensate the company for the loss suffered by the company in reimbursing an investor if the director knew, or was reckless in not checking whether the statement was untrue or misleading or knew the omission to be dishonest concealment of a material fact. Thus, the CLC felt the need to hold experts liable for the statements prepared by them, as long as they were identified in the prospectus. AMITA DESAI & CO. 69
Section 47(1) has been substituted: (1)Subject to the provisions of section 43, sub-section (2) of section 50 and sub-section (1) of section 188 ,- (a)every member of a company limited by shares and holding equity share capital therein, shall have a right to vote on every resolution placed before the company; and (b) his voting right on a poll shall be in proportion to his share in the paid-up equity share capital of the company. 70 AMITA DESAI & CO.
Analysis: As provided in second proviso of Section 188(1), a member whose is related party cannot vote on a resolution to be passed u/s 188, so it is clarified here also that right of every member holding equity shares to vote shall be subject to 188(1), it means member can not vote on resolution to approve any contract or arrangement if he is a related party . However for the purpose of voting at general meeting if members who are relatives of Promoter/ Related party and are 90% or more in numbers , then vote will be counted on resolution to approve such contract / arrangement. AMITA DESAI & CO. 71
Section 53(2) has been substituted and (2A) has been inserted: (2) Any share issued by a company at a discount ( earlier discounted price) shall be void. after sub-section (2) of section 53, section 2A has been inserted, namely:- (2A) Notwithstanding anything contained in sub-sections (1) and (2), a company may issue shares at a discount to its creditors when its debt is converted into shares in pursuance of any statutory resolution plan or debt restructuring scheme in accordance with any guidelines or directions or regulations specified by the RBI under the RBI Act, 1934 or the Banking (Regulation) Act, 1949. 72 AMITA DESAI & CO.
It was noted that ‘discounted price’ could be interpreted to mean a price lower than the market value of the shares, and not lower than its nominal value. To remove this ambiguity the word ‘discounted’ has replaced ‘discounted price’ To enable restructuring of a distressed company, Section 53(2A) was inserted so that the debt of a company can be converted into shares issued at a discount to a creditor with any restructuring guidelines specified by RBI as AMITA DESAI & CO. 73
• there was a similar provision in CA 1956 that allowed companies to issue shares at a discount with prior approval of Company Law Board. AMITA DESAI & CO. 74
Section 62(1)(c) has been substituted: (c)“to any persons, if it is authorized by a special resolution, whether or not those persons include the persons referred to in clause (a) or clause (b), either for cash or for a consideration other than cash, if the price of such shares is determined by the valuation report of a registered valuer, subject to the compliance with the applicable provisions of Chapter III and any other conditions as may be prescribed. ” Continued… 75 AMITA DESAI & CO.
Analysis: Compliance of Chapter III (Prospectus and Allotment of Securities) is required for issue of shares to any person u/s 62(1)(c). Earlier the applicability of the same was prescribed by Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014. AMITA DESAI & CO. 76
Section 62(2) has been substituted: (2)The notice referred to in sub-clause (i) of clause (a) of sub-section (1) shall be dispatched through registered post or speed post or through electronic mode or courier or any other mode having proof of delivery to all the existing shareholders at least three days before the opening of the issue. Analysis: Now the Notice (LOO ) can also be dispatched through courier or any other mode having proof of delivery . 77 AMITA DESAI & CO.
• Need was felt to include delivery of notice by ‘courier or any other mode having proof of delivery’ as multiple modes of delivery permitted the company to leverage without undermining the requirement of ensuring delivery. AMITA DESAI & CO. 78
In section 76A clause (a) and (b) has been substituted:- (a) the company shall, in addition to the payment of the amount of deposit or part thereof and the interest due, be punishable with fine which shall not be less than Re.1 crore or twice the amount of deposit accepted by the company, whichever is lower but which may extend to 10 crore rupees (b) every officer of the company who is in default shall be imprisonment which may extend to 7 punishable with years and with fine which shall not be less than Rs. 25 lakhs but which may extend to Rs. 2 crore, or with both. 79 AMITA DESAI & CO.
The stakeholders suggested that in addition to the repayment of the amount of deposit and interest due, the fine be not less than Rs.1Cr but which could extend to Rs.10 Cr., however, the committee recommended that the minimum fine be modified to Rs.1Cr or twice the deposit accepted, whichever is lower and the maximum amount be as already prescribed, for stringent punishment provisions for defaulting companies. AMITA DESAI & CO. 80
The following proviso has been inserted:- Provided that an EGM of the company, other than of the WOS of a company incorporated outside India, shall be held at a place within India. Analysis: Now EGMs of WOS of a company incorporated outside India can be held even outside India . Reason- Ease of Doing Business 81 AMITA DESAI & CO.
101(1) , the following proviso has been In section substituted: "Provided that a general meeting may be called after giving shorter notice than that specified in this sub-section if consent, in writing or by electronic mode, is accorded thereto — (i) in the case of an AGM by not less than 95% of the members entitled to vote thereat; and Continued… 82 AMITA DESAI & CO.
(ii) in the case of any other GM , by members of the company — (a) holding, if the company has a share capital, majority in number of members entitled to vote and who represent not less than 95% such part of the paid-up share capital of the company as gives a right to vote at the meeting; or (b) having, if the company has no share capital , not less than 95% total voting power exercisable at that meeting: Provided further that where any member of a company is entitled to vote only on some resolution or resolutions to be moved at a meeting and not on the others , those members shall be taken into account for the purposes of this sub-section in respect of the former resolution or resolutions and not in respect of the latter. 83 AMITA DESAI & CO.
• To protect the interest of the minority shareholders, stringent provisions are inserted in Section 101(1) AMITA DESAI & CO. 84
In sub-section (1), the proviso has been inserted : Provided that any item of business required to be transacted by means of postal ballot under clause (a), may be transacted at a general meeting by a company which is required to provide the facility to members to vote by electronic means under section 108, in the manner provided in that section. Analysis: Now if company wants to transact business in GM for clause (a) can be done through providing facility to vote by electronic means. Items to be transacted only by means of Postal Ballot, may be transacted at a General Meeting of the company which are required to provide e-Voting facility to their members under section 108 of Companies Act, 2013. 85 AMITA DESAI & CO.
• The mandatory requirement of postal ballot was no longer relevant for companies which are required to conduct voting using electronic means, as this mode equally provides that no shareholder is deprived of his right to vote on resolution in case he cannot attend the general meeting. Thus Section 110(1) is amended to provide that if a company is required to provide for electronic voting, then the same items could be covered in its general meeting too. AMITA DESAI & CO. 86
Sub-section (1) clause (a) has been substituted with addition of new proviso :- (1)No dividend shall be declared or paid by a company for any financial year except — (a) out of the profits of the company for that year arrived at after providing for depreciation in accordance with the provisions of sub-section (2), or out of the profits of the company for any previous financial year or years arrived at after providing for depreciation in accordance with the provisions of that sub-section and remaining undistributed, or out of both; or out of the money provided by CG or SG Continued… 87 AMITA DESAI & CO.
"Provided that in computing profits any amount representing unrealized gains, notional gains or revaluation of assets and any change in carrying amount of an asset or of a liability on measurement of the asset or the liability at fair value shall be excluded; or" Analysis: While computing profits for dividend any amount representing unrealized gains, notional gains or revaluation of asset and any change in carrying amount of an asset or of a liability on measurement of the asset or the liability at fair value shall be excluded . AMITA DESAI & CO. 88
Sub-section (1) 2 nd proviso has been amended Provided further that where, owing to inadequacy or absence of profits in any financial year, any company proposes to declare dividend out of the accumulated profits earned by it in previous years and transferred by the company to the free reserves (earlier it was only reserves) , such declaration of dividend shall not be made except in accordance with such rules as may be prescribed in this behalf: AMITA DESAI & CO. 89
The sub- section (3) has been substituted- ID (3)The Board of Directors of a company may declare interim dividend during any financial year or at any time during the period from closure of financial year till holding of the annual general meeting (i) out of the surplus in the profit and loss account or (ii) out of profits of the financial year for which such interim dividend is sought to be declared or (iii) out of profits generated in the financial year till the quarter preceding the date of declaration of the interim dividend : 90 AMITA DESAI & CO.
Analysis: Companies are now free to declare interim dividend at any time from closure of FY till the date of holding of the AGM. In that case the Board of Directors can declare Interim Dividend out of: surplus in the profit and loss account; profits of the financial year for which such interim dividend is sought to be declared; and profits generated by the Company till the quarter preceding the date of declaration of interim dividend. AMITA DESAI & CO. 91
Following Proviso is added u/s 123 (3) Provided that in case the company has incurred loss during the current FY upto the end of the quarter immediately preceding the date of declaration of interim dividend, such interim dividend shall not be declared at a rate higher that the average dividends declared by the company during immediately preceding 3 FY AMITA DESAI & CO. 92
In Section 130 (1) the following proviso has been substituted : Provided that the court or the Tribunal, as the case may be, shall give notice to the Central Government, the Income-tax authorities, the Securities and Exchange Board or any other statutory regulatory body or authority concerned or any other person concerned and shall take into consideration the representations, if any, made by that Government or the authorities, Securities and Exchange Board or the body or authority concerned or the other person concerned before passing any order under this section. Continued… 93 AMITA DESAI & CO.
Sub section (3) has been inserted :- (3) No order shall be made under sub-section (1) in respect of re-opening of books of account relating to a period earlier than eight financial years Immediately preceding the current financial year: Provided that where a direction has been issued by the Central Government under the proviso to sub-section (5) of section 128 for keeping of books of account for a period longer than eight years, the books of account may be ordered to be re-opened within such longer period. 94 AMITA DESAI & CO.
In the interest of the principle of natural justice , other concerned parties like a company or the auditor/Chartered Accountant of the company should also be given an opportunity to present their point of view. The CLC felt that while court/tribunal always had the inherent power to call/give notice to any concerned party in the process, it was appropriate to have court/tribunal to give notice to any other party/person concerned in addition to those specifically mentioned in the provision. AMITA DESAI & CO. 95
(c)where professional or other misconduct is proved, have the power to make order for — (A) imposing penalty of — (I) not less than Rs.1 lakh, but which may extend to 5 times of the fees received, in case of individuals ; and (II) not less than Rs. 5 lakh, but which may extend to 10 times of the fees received, in case of firms; Analysis: The penalty for firms has been reduced for professional or other misconduct from 10 Lakh to 5 Lakh but which may extend to 10 times of the fees received Continued… 96 AMITA DESAI & CO.
Sub-section (5) has been substituted:- Any person aggrieved by any order of the National Financial Reporting Authority issued under clause (c) of sub-section (4), may prefer an appeal before the Appellate Tribunal in such manner and on payment of such fees as may be prescribed. Analysis: Provisions with respect to constitution of National Financial Reporting Authority (NFRA) has been omitted , so now it has been added that appeal against the orders of NFRA shall lie before Appellate Tribunal on payment of such fees as may be prescribed. Sub-section (6) ,(7) ,(8) and (9) has been Omitted related to establishment of appellate authority for NFRA omitted 97 AMITA DESAI & CO.
• A letter was submitted by ICAI dated 18 th August 2015 wherein concerns were raised regarding constitution of NFRA. • The CA profession sees constitution of NFRA as an interference in the functioning of the profession & multiple layers of regulation would lead to delay/duplication of work and therefore Section 132 with respect to NFRA is omitted. AMITA DESAI & CO. 98
In sub-section (1) proviso has been substituted (1) Without prejudice to the provisions of section 101 , a copy of the financial statements, including consolidated financial statements, if any, auditor‘s report and every other document required by law to be annexed or attached to the financial statements, which are to be laid before a company in its general meeting, shall be sent to every member of the company, to every trustee for the debenture-holder of any debentures issued by the company, and to all persons other than such member or trustee, being the person so entitled, not less than twenty-one days before the date of the meeting: Continued… 99 AMITA DESAI & CO.
Provided that if the copies of the documents are sent less than 21 days before the date of the meeting, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by members — (a) holding , if the company has a share capital, majority in number entitled to vote and who represent not less than 95% of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or (b) having , if the company has no share capital , not less than 95% of the total voting power exercisable at the meeting: AMITA DESAI & CO. 100
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