SEBI Compliance Tracker
for the month of September, 2020
1.
SEBI – Securities Exchange Board of INDIA
Compliance Requirement under SEBI
(Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015
v Half Yearly Compliances
Sl. No.
|
Regulation No.
|
Compliance Particular
|
Compliance Period
(Due Date)
|
Revised Due Date
|
1.
|
Regulation 33
|
Quarterly / Annually
Relating to Financial Results
|
Un audited Financial Results within 45 days & Audited
finance within 60 days
Q. 15.05.2020
A. 30.05.2020
|
15.09.2020
|
v Annual Compliance
Sl. No.
|
Regulation No.
|
Compliance Particular
|
Compliance Period
(Due Date)
|
1
|
Regulation 24A
|
Secretarial
Audit
Due date
Extended to 31.07.2020
|
Every listed
entity and its material unlisted subsidiaries incorporated in India shall
undertake secretarial audit and shall annex with its annual report, a
secretarial audit report, given by a company secretary in practice, in such
form as may be specified with effect from the year ended March 31, 2019. (within 60 days from the Closure
of FY)
|
v COMPLIANCE ON IMPACT OF
COVID 19:Reg 4(2)(e),30,33,51
Advisory on disclosure of material impact of COVID-19 pandemic
on listed entities under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015: Link
v Event based Compliances
Sl. No.
|
Regulation No.
|
Compliance Particular
|
Compliance Period
(Due Date)
|
1.
|
Regulation 7 (5)
|
Intimation of
appointment / Change of Share Transfer Agent.
|
Within 7 days of Agreement with
RTA.
|
2.
|
Regulation 17(2)
|
Meeting of Board of Directors
|
COVID-19
Relaxation:
The board of
directors and Audit Committee of the listed entity are exempted from
observing the maximum stipulated time gap between two meetings.
Extension of
maximum time gap between two board/Audit Committee meetings as provided by
circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19, 2020 is further
extended till July 31, 2020.
However the
board of directors / Audit Committee shall ensure that they meet at least
four times a year, as stipulated under regulations 17(2) and 18(2)(a) of the LODR.
|
3.
|
Regulation 18(2)
|
Meeting of the
audit committee
|
|
4.
|
Regulation 29
|
Notice for Board Meeting to consider the prescribed matters.
|
COVID19
Relaxation
Board meetings in all cases –
2 days in respect of Board Meetings held till July 31, 2020.
|
5
|
Regulation 30
|
Outcome of Board Meeting (Schedule III Part A- (4)
|
within 30 minutes of the closure of the
meeting
|
6.
|
Regulation 39 (3)
|
Intimation to Stock Exchanges regarding loss of share
certificates and issue of the duplicate certificates - within 2 days of its getting information.
|
Extension granted:
No penalty for delay in intimation
made between March 1 to May 31, 2020
|
7.
|
Regulation 40
|
Transfer or transmission or transposition of securities
|
After due
verification of the documents, the Listed Company shall register transfers of
its securities in the name of the transferee(s) and issue certificates or
receipts or advices, as applicable, of transfers; or issue any valid
objection or intimation to the transferee or transferor, as the case may be, within a period of 15 days from the
date of such receipt of request for transfer:
Transmission
requests are processed for securities held in dematerialized mode and
physical mode within 7 days and 21
days respectively, after receipt of the specified documents
|
8.
|
Regulation 43
|
Declaration of Dividend
|
The company has to declare and disclose the dividend on per share
basis only.
|
9.
|
Regulation 46
|
Company Website:.
Listed entity shall disseminate the information as stated in
Regulation 46 (2)
|
Shall update any change in the content of its website within
2 working days from the
date of such change in content.
|
10.
|
Regulation 50
|
Intimation to stock exchange(s).
|
Listed Company
shall give prior intimation at least
11 working days before the date on and from which the interest on
debentures and bonds, and redemption amount of redeemable shares or of
debentures and bonds shall be payable.
|
11.
|
Regulation 57
|
Other submissions to stock exchange(s).
|
Listed Company
shall submit a certificate to the stock exchange within 2 days of the interest or principal or both becoming due
that it has made timely payment of interests or principal obligations or both
in respect of the non convertible debt securities.
|
12.
|
Regulation 82
|
Intimation and filings with stock exchange(s).
|
Intention to issue new securitized debt instruments either
through a public issue or on private placement basis :
Reg. 82(2) : Intimation of Meeting
at least 2 working days in advance, excluding the
date of the intimation and date of the meeting, regarding the meeting of its
board of trustees, at which the recommendation or declaration of issue of
securitized debt instruments or any other matter affecting the rights or
interests of holders of securitized debt instruments is proposed to be
considered
|
13.
|
SCHEDULE III
PART A: DISCLOSURES OF
EVENTS OR INFORMATION: SPECIFIED SECURITIES
|
Events which
shall be disclosed without any application of the guidelines for materiality
as specified in sub-regulation (4) of regulation (30)
|
(7B) In case of
resignation of an independent director of the listed entity, within 7 days from the date of resignation,
the following disclosures shall be made to the stock exchanges by the listed
entities as mentioned in 7B (i), 7B(ii) & 7B(iii).
|
14.
|
Regulation 106J
|
Period of
subscription and issue of allotment letter.
|
A rights issue
shall be open for subscription in India for a period as applicable under the
laws of its home country but in no case less
than 10 days.
|
15.
|
Regulation 108
|
Application for
Listing.
|
The issuer /
the issuing company, shall, make an application for listing, within 20 days from the date of allotment,
to one or more recognized stock exchange(s) along with the documents
specified by stock exchange(s) from time to time.
|
16.
|
Regulation 23
|
Corporate
governance requirements with respect to subsidiary of listed entity
|
The listed
entity shall submit within 30 days from the date of publication of its
standalone and consolidated financial results for the half year, disclosures of
related party transactions on a consolidated basis, in the format specified
in the relevant accounting standards for annual results to the stock
exchanges and publish the same on its website.
|
17
|
Regulation 23(9)
|
The listed entity
shall submit within 30 days from the date of publication of its standalone
and consolidated financial results for the half year, disclosures of related
party transactions on a consolidated basis.
|
Disclosure Of Related Party
Transactions Pursuant To Regulation 23(9) Of The SEBI (Listing Obligations
And Disclosure Requirements) Regulations, 2015 WITHIN 30 days from the date
of publication of Financial Results (for half year )
|
18.
|
Regulation 30 (6) read with Para
A of Part A of Schedule III (except sub para 4 of with Para A of Part A of Schedule III
|
The listed entity shall first disclose to
stock exchange(s) of all events, as specified in Part A of Schedule III, or information as soon as reasonably possible and
not later than twenty four hours from the occurrence of event or information:
Provided
that in
case the disclosure is made after twenty four hours of occurrence of the
event or information, the listed entity shall, along with such disclosures
provide explanation for delay
Example :
Proceedings of Annual and extraordinary
general meetings of the listed entity.
|
24 hours of Occurrence of event
|
19.
|
SCHEDULE III
PARTA A
(SUB CLAUSE 7A)
|
In case of resignation of the auditor of the
listed entity, detailed reasons for resignation of auditor, as given by the
said auditor, shall be disclosed by the listed entities to the stock
exchanges as soon as possible but not later than twenty four hours of receipt
of such reasons from the auditor
|
24 hours of Occurrence of
event
|
20.
|
SCHEDULE III
PARTA A
(SUB CLAUSE 7B)
|
In case of resignation of an independent
director of the listed entity, within seven days from the date of
resignation, the following disclosures shall be made to the stock exchanges
by the listed entities
|
within
7 days from the date of resignation
|
21.
|
Regulation 37(1)
|
Draft Scheme of Arrangement & Scheme of
Arrangement before for obtaining Observation Letter or No-objection letter,
before filing such scheme with any Court or Tribunal, in terms of
requirements specified by the Board or stock exchange(s) from time to time.
|
Before
filling the same with any court or tribunal
|
22
|
Regulation 37(1) read
with Section 31 of the Insolvency Code,
|
No need to follow Regulation 37 & 94 if restructuring
proposal approved as part of a resolution plan by the Tribunal under section
31 of the Insolvency Code, subject to the details being disclosed to the
recognized stock 23exchanges within one day of the resolution plan being
approved
|
within
one day of the resolution plan being approved
|
23
|
Regulation 42(2)
|
The listed entity shall give notice in
advance of at least seven working days (excluding the date of intimation and
the record date) to stock exchange(s) of record date specifying the purpose
of the record date. (Refer 42(1)
Record date)
|
7
working days (excluding the date of intimation and the record date)
|
24.
|
Regulation 44(3)
|
The listed entity shall submit to the stock
exchange, within forty eight hours of conclusion of its General Meeting,
details regarding the voting results in the format specified by the Board.
|
within 48 hours of conclusion of its General
Meeting
|
25.
|
Regulation 31A
|
Re-classification of status of a promoter/ person belonging to
promoter group to public
an application
for re-classification to the stock exchanges has been made by the listed
entity consequent to the following procedures and not later than thirty days
from the date of approval by shareholders in general meeting.
|
Not later than 30 days of general
Meeting
|
26.
|
Regulation 50(1)
(Debt OR Non-Convertible Redeemable Preference Shares Or Both)
|
Intimation to stock
exchange(s).
Listed Company
shall give prior intimation at least
11 working days before the date on and from which the interest on
debentures and bonds, and redemption amount of redeemable shares or of
debentures and bonds shall be payable.
|
at least 11 working days
|
27.
|
Regulation 50(3)
(Debt OR Non-Convertible Redeemable Preference Shares Or Both)
|
The listed entity shall intimate to the stock exchange(s), at
least two working days in advance, excluding the date of the intimation and
date of the meeting, regarding the meeting of its board of directors, at
which the recommendation or declaration of issue of non convertible debt
securities or any other matter affecting the rights or interests of holders
of non convertible debt securities or non convertible redeemable preference
shares is proposed to be considered.
|
at least 2 working days in advance, excluding the date of the
intimation and date of the meeting
|
29.
|
Regulation 52(5)
(Debt OR Non-Convertible Redeemable Preference Shares Or Both)
|
The listed entity shall, within seven working days from the date of submission of the information
required under sub- regulation (4),ie information submitted with Financial
Results submit to stock exchange(s), a certificate signed by debenture
trustee that it has taken note of the contents.
|
7 working days of FR
|
31.
|
Regulation 57
(Debt OR Non-Convertible Redeemable Preference Shares Or Both)
|
Other submissions to stock exchange(s).
Listed Company
shall submit a certificate to the stock exchange within 2 days of the interest or principal or both becoming due
that it has made timely payment of interests or principal obligations or both
in respect of the non convertible debt securities.
|
within 2 days
|
32.
|
Regulation 60(2)
(Debt OR Non-Convertible Redeemable Preference Shares Or Both)
|
The listed entity shall give notice in
advance of atleast seven working days (excluding the date of intimation and
the record date) to stock exchange(s) of record date specifying the purpose
of the record date.
(Refer
60(1) Record date)
|
7 working days (excluding the date of
intimation and the record date)
|
33.
|
Regulation 78(2)
(Obligations of listed entity which has listed its indian
depository receipts)
|
Record
date
The listed entity shall give notice in
advance of at least four working days
to the recognised stock exchange(s) of record date specifying the purpose of
the record date.
|
at
least 4 working days
|
34.
|
Regulation 82
(Obligations Of Listed Entity Which Has Listed Its Securitised
Debt Instruments)
|
Intimation and filings with stock exchange(s).
Intention to issue new securitized debt instruments either
through a public issue or on private placement basis.
|
At least 2 working days in advance
|
35.
|
Regulation 87(2)
(Obligations of listed entity which has listed its Indian
depository receipts)
|
Record
date
The listed entity shall give notice in advance of atleast
seven working days (excluding the date of intimation and the record date) to
the recognised stock exchange(s) of the record date or of as many days as the
Stock Exchange may agree to or require specifying the purpose of the record
date.
|
at
least 7 working days(excluding the date of intimation and the record date)
|
36.
|
Regulation 87B
(Obligations Of Listed Entity Which Has
Listed Its Security Receipts)
|
The listed entity shall first disclose to
stock exchange(s) of all events or information, as specified in Part E of
Schedule III, as soon as reasonably possible but not later than twenty four
hours from occurrence of the event or information:
Provided that in case the disclosure is made
after twenty four hours of occurrence of the event or information, the listed
entity shall, along with such disclosures provide explanation for the delay.
|
24 hours of Occurrence of event
|
Few More SEBI (LODR) Relaxations:
Sl. No.
|
Compliance Particulars
|
Due Date
|
Extended Due Date
|
||
1
|
Regulation 44(5) relating to holding of AGM by top 100 listed entities by
market capitalization for FY 19-20
Relaxations on holding
AGM by top 100 listed entities vide circular dated April 23, 2020
|
31.08.2020
|
30.09.2020
|
||
2.
|
Regulation
19(3A)
The nomination and
remuneration
committee shall meet at
least once in
a year
Regulation 20(3A)
The Stakeholders
Relationship committee
shall meet at least
once in a year.
Regulation 21(3A)
The Risk Management
Committee shall
meet at least once in a
year.
|
31.03.2020
|
30.06.2020
Nomination and
Remuneration Committee, Stakeholder Relationship Committee and Risk
Management Committee shall meet atleast once in a year extended by 3 months
i.e. June 30, 2020
|
||
3.
|
Regulation 47: Publication of advertisements in the newspapers
|
It has been decided to
exempt publication of advertisements in newspapers as required under
regulation 47 for all events.
No advertisement
publication in newspaper required for events taking place up to June 30, 2020
|
|||
4
|
Regulation 52 (1) and
(2) relating to Financial Results
a) 45 days from the end
of the Half Year
b) 60 days from the end
of Financial Year for Annual Financial Results
|
15.05.2020
30.05.2020
|
31.07.2020
|
||
5.
|
Regulation 44(5)
holding of Annual
General Meeting (AGM) by top 100 listed entities by market capitalization,
due to the COVID –19 pandemic
|
31.08.2020
|
30.09.2020
|
||
6.
|
Regulation 36 (1)(b)
& (c) ;
Regulation 58 (1)(b)
&(c)
Hard copy of
the statement containing salient features of all the documents, as prescribed
in Section 136 of the Companies Act, 2013 to the shareholders who have not
registered their email addresses and hard copies of full annual reports to
those shareholders, who request for the same
|
SEBI has dispensed with
the requirement of dispatch of hard copies for all listed entities who
conduct their AGM till December 31, 2020
|
|||
7.
|
Regulation 44(4)
Proxy for general
meetings
|
SEBI has dispensed with
this requirement temporarily for all listed entities who conduct their AGM
through electronic mode only till 31st December, 2020
|
|||
8.
|
Regulation 12
Dividend warrants of
cheques
|
SEBI has clarified that
this requirement shall apply only once postal services resume normal operations.
Where email addresses of shareholders are available, listed entities shall
endeavour to obtain their bank account details and use the electronic modes
of payment specified in Schedule I of the SEBI (LODR), Regulations, 2015.
|
|||
9.
|
Regulation 52(8)
Newspaper publication
of financial results
|
Within 2 calendar days
of the conclusion of the meeting of the board of directors
|
No advertisement
publication in newspaper required for events taking place up to June 30, 2020
|
||
10.
|
Regulation 33(3)(b)
All listed entities
having subsidiaries must submit quarterly/year-to-date consolidated financial
results on a quarterly basis. The Companies (Indian Accounting Standards)
Rules, 2015 provide for the phased adoption of Ind AS is currently applicable
to all listed entities except entities in the banking and insurance sectors
|
Considering the
challenges faced in preparing consolidated financial results due to different
accounting standards being followed, listed entities that are in or have
subsidiaries in the banking or insurance sectors may submit consolidated
financials for the quarter ended June 30, 2020 voluntarily. Entities that
choose to publish only standalone results must provide reasons for doing so.
however, such entities
must continue to submit quarterly/year-to-date standalone financial results.
|
|||
11.
|
Clarification regarding
the use of digital signatures
|
Authentication
/certification of any filing /submission made to stock exchanges under LODR
may be done using digital signature certifications until June 30, 2020
|
|||
Securities and Exchange Board of India
(SEBI) vide notification / Circular No. SEBI/HO/CFD/DCR1/CIR/P/2020/49 issued
and publish dated 27th March 2020, has published Relaxation from compliance
with certain provisions of the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 due to the COVID-19 pandemic.".
Sl. No.
|
Regulation No.
|
Compliance Particular
|
Compliance Period
(Due Date)
|
1
|
Regulation 30(1)
|
Every person, who together with persons
acting in concert with him, holds shares or voting rights entitling him to
exercise 25% or more of the voting rights in a target company, shall disclose
their aggregate shareholding and voting rights as of the 31st day
of March, in such target company in such form as may be specified.
|
Report as per the 2020 calendar are required
to be filed by April 15, 2020
Due Date Extended
It has been decided by SEBI to extend the due date of filing
disclosures, in terms of Regulations 30(1), 30(2) and 31(4) of the SAST
Regulations for the financial year ending March 31, 2020 to June 01, 2020.
|
2
|
Regulation 30(2)
|
The promoter of every target company shall
together with persons acting in concert with him, disclose their aggregate
shareholding and voting rights as of the thirty-first day of March, in such
target company in such form as may
|
|
3.
|
Regulation 31(1) read
with Regulation 28(3) of Takeover Regulations
AUGUST 7, 2019 CIRCULAR
|
The promoter of every
listed company shall specifically disclose detailed reasons for encumbrance
if the combined encumbrance by the promoter along with PACs with him equals
or exceeds: a) 50% of their shareholding in the company; or b) 20% of the
total share capital of the company,
|
within 2 (two) working days
|
4.
|
Regulation 31(4)
|
Disclosure of encumbered shares
|
Promoter of
every target company shall together with persons acting in concert with him,
disclose their aggregate shareholding and voting rights as of the 31st March,
in such target company in such form as may be specified
|
3. SEBI (Prohibition of Insider
Trading) Regulations, 2015
Sl. No.
|
Regulation No.
|
Compliance Particular
|
Compliance Period
(Due Date)
|
1
|
Regulation 7(2)
“Continual Disclosures”
|
Every promoter, employee and director of every company shall
disclose to the company the number of such securities acquired or disposed of
within two trading days of such transaction if the value of the securities
traded, whether in one transaction or a series of transactions over any
calendar quarter, aggregates to a traded value in excess of ten lakh rupees
(10,00,000/-) or such other value as may be specified;
|
Every company shall notify; within two trading days of receipt
of the disclosure or from becoming aware of such information
|
4. SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018
Sl.
No.
|
Regulation
No.
|
Compliance
Particular
|
Compliance
Period
(Due
Date)
|
1
|
Schedule XIX - Para (2) of ICDR
Read with Reg 108 of SEBI LODR
|
“The issuer shall
make an application for listing from the date of allotment, within such
period as may be specified by the Board from time to time, to one or more
recognized stock exchange(s)”.
In regard to above,
it is specified that Issuer shall make an application to the exchange/s for
listing in case of further issue of equity shares from the
date of allotment
within 20 days (unless otherwise specified).
|
Within
20 days from the date of allotment
|
2
|
Regulation
162
|
The tenure of the convertible
securities of the issuer shall not exceed eighteen months from the date of
their allotment.
|
Within
18 months from date of allotment
|
3
|
SEBI CIRCULAR
Aug 19, 2019
|
Application for trading approval to the stock exchange Listed entities shall make an
application for trading approval to the stock exchange/s within 7 working
days from the date of grant of listing approval by the stock exchange/s.
|
Within
7 working days from grant of date of listing approval
|
4
|
Regulation 76
Application for rights issue
|
The
issuer along with lead managers and other parties related to the issue shall
constitute an optional mechanism (non-cash mode only) to accept the
applications of the shareholders to apply to rights issue subject to ensuring
that no third-party payments shall be allowed in respect of any application
|
|
5.
|
Regulation 77
Service of Documents
|
In case if the company fails to adhere
to modes of dispatch through registered post or speed post or courier
services due to Covid-19 conditions it will not be treated as non-compliance
during the said period.
The issuers shall publish required
& necessary documents on the websites of the company, registrar, stock
exchanges and the lead managers to the rights issue
|
|
6
|
Regulation 84
Advertisement
|
Issuer
has the flexibility to publish the advertisement in additional newspapers
above those required in Regulation 84. The advertisement should also be made
available on:
A.
Website of the Issuer, Registrar, Lead Managers, and Stock Exchanges.
B.
Television channels, radio, the internet, etc. to spread information related
to the process.
|
|
7.
|
All offer documents
filed until July 31, 2020
|
A. Authentication/ certification for
offer documents can be done through DSC.
B. The issuer shall provide a procedure
to inspect documents electronically
|
5. SEBI (Buyback of
Securities) Regulations, 2018 (Buyback Regulations)
Sl. No.
|
Regulation No.
|
Compliance Particular
|
Compliance Period
(Due Date)
|
1
|
Regulation
11 and 24(iv)
|
Extinguishment of equity shares in
connection with Buyback The particulars of the security certificates
extinguished and destroyed shall be furnished by the company to the stock
exchanges where the shares or other specified securities of the company are listed
within seven days of extinguishment and destruction of the certificates
|
7 days of extinguishment and
destruction of the certificates
|
2
|
Regulation
24(i) (f)
|
Minimum time between buy back and
raising of funds
|
Temporary relaxation in the period of
restriction provided in Regulation 24(i)(f) from “one year” to “six months”
Applicable up to December 31, 2020 only
|
5. SEBI (Depositories and Participants) Regulations 2018)
Sl. No.
|
Compliance Particulars
|
Due Date
|
Extended Due Date
|
1.
|
Regulation 76
Reconciliation of
Shares and Capital Audit
|
30.04.2020
|
Equivalent period of lock down declared by Government of India
i.e. 21 days, over and above the prescribed time limits
|
2.
|
Regulation 74 (5)
Certificate Received
from Registrar
|
|
6. Timelines for
compliance with the regulatory requirements by DPs / RTAs / KRAs
Compliance requirements
for which timelines were extended vide SEBI circular No. SEBI/HO/MIRSD/DOP/CIR/P/2020/62
dated April 16, 2020.
|
S. Nos. for which timeline
is extended
|
Extended timeline/ Period
of exclusion
|
Processing of the demat
request form by Issuer / RTA.
|
I
|
Period of exclusion shall be from 23.03.2020
till 30.09.2020.
A 15day time period
after 30.09.2020 is allowed to Depository / DPs, to clear the back log.
|
Processing of the demat
request form by the Participants
|
II
|
|
KYC application form and supporting
documents of
the clients to be uploaded on system of KRA within 10 working days.
|
III
|
|
Compliance requirements for which timelines were extended vide
SEBI circular No.
SEBI/HO/MIRSD/DOP/CIR/P/2020/72
dated April 24, 2020.
|
S. Nos. for which
timeline is extended
|
Extended timeline/ Period
of exclusion
|
Submission of half
yearly Internal Audit Report (IAR) by DPs for half year ended March 31, 2020.
|
II
|
30.09.2020
|
Redressal of investor
grievances.
|
III
|
Period of exclusion shall be from 23.03.2020
till 30.09.2020.
A 15day time period
after 30.09.2020 is allowed to Depository / DPs, to clear the back log.
|
Transmission of
securities.
|
IV
|
|
Closure of demat
account.
|
V
|
|
Systems audit on annual
basis.
|
VI
|
30.09.2020 for the
financial year ended on 31.03.2020
|
7. SEBI RELAXATIONS FOR PREFERENTIAL
ISSUES MATTERS
Securities Exchange Board
of India (SEBI) vide Press Release no. PR No.35/2020 dated 23rd June, 2020 has
come out with Relaxations for Listed Companies having stressed assets aimed at
helping stressed companies raise capital through timely financial intervention,
at the same time protecting the interest of shareholders.
Relaxations are divided
into two main parts:
·
Relaxations in the pricing methodology for preferential issues
·
exempt allottees of preferential issues from open offer
obligations
What are the relaxations:
Pricing of their preferential allotments
|
Exempted from making an open offer
|
not less than the average of the weekly high and low of the
volume weighted average prices of the related equity shares during the two
weeks preceding the relevant date.
|
if the acquisition is beyond the prescribed threshold or if
the open offer is warranted due to change in control, in terms of Takeover
Regulations.’
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Read full at : Click here
This article is updated till 31st
August, 2020 with all Laws / Regulations and their respective
amendments.
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