Depreciation on Goodwill and Goodwill is treated as asset under section 32 of the Income Tax Act, 1961

Can assessee claim the depreciation on Goodwill or Can Goodwill is treated as asset under section 32 of the Income Tax Act, 1961.Supreme court in case of Commissioner of Income Tax, Kolkata Vs. Smifs Securities Ltd. has decided that goodwill arising post the amalgamation of two companies will be treated as Intangible asset under section 32 of Income Tax Act, 196. since one of the basic condition for finding the value of asset is “What’s the consideration paid for that asset”, So in given case assessee has taken assets & liability of other entity and issued the shares and in this whole process goodwill has arisen in the books of the company. Further explained by assessee that excess consideration paid by the assessee over the value of net assets acquired should be considered as goodwill arising on amalgamation. The assessee Company in the process of amalgamation had acquired a capital right in the form of goodwill because of which the market worth of the assessee Company stood increased. It was claimed that the extra consideration was paid towards the reputation which the Amalgamating Company was enjoying in order to retain its existing clientele

  As per Explanation 3 to Section 32(1) of the Act:

  • “Explanation 3.– For the purposes of this sub-section, the expressions `assets’ and `block of assets’ shall mean– [a] tangible assets, being buildings, machinery, plant or furniture;
  • [b] intangible assets, being know-how, patents, copyrights, trademarks, licences, franchises or any other business or commercial rights of similar nature.”

Explanation 3 states that the expression `asset’ shall mean an intangible asset, being know-how, patents, copyrights, trademarks, licences, franchises or any other business or commercial rights of similar nature. A reading the words ‘any other business or commercial rights of similar nature‘ in clause (b) of Explanation 3 indicates that goodwill would fall under the expression `any other business or commercial right of a similar nature’. The principle of ejusdem generis would strictly apply while interpreting the said expression which finds place in Explanation 3(b).

In the circumstances, we are of the view that `Goodwill’ is an asset under Explanation 3(b) to Section 32(1) of the Act.

 

Petition(s) for Special Leave to Appeal (Civil) No(s).35600/2009
(From the judgement and order dated 19/02/2008 in ITA No.642/2007
of The HIGH COURT OF CALCUTTA)
C.I.T., KOLKATA                                   Petitioner(s)
                 VERSUS
SMIFS SECURITIES LTD.                             Respondent(s)
(With prayer for interim relief and office report)
[For Final Disposal]
Date: 22/08/2012  This Petition was called on for hearing today.
CORAM :
        HON'BLE THE CHIEF JUSTICE
        HON'BLE MR. JUSTICE MADAN B. LOKUR
For Petitioner(s) Mr. A.S. Chandhiok,ASG.
                          Mr. R.P. Bhatt,Sr.Adv.
                          Mr. Gurpreet S. Parwanda,Adv.
                          Mr. Rahul Kaushik,Adv.
                          Ms. Sonia Mathur,Adv.
                          Ms. Anil Katiyar,Adv.
                          for Mr. B.V. Balaram Das,Adv.
For Respondent(s) Mr. Partha Sil,Adv. (N/P)
           UPON hearing counsel the Court made the following
                               O R D E R
                  None appears for the respondent, though served.
                  Heard learned counsel for the Department.
                  Leave granted.
                  The civil appeal filed by the Department stands dismissed
        with no order as to costs.
             [ T.I. Rajput ]                    [ Indu Satija ]
             A.R.-cum-P.S.                      Court Master
                  [Signed order is placed on the file]
                        IN THE SUPREME COURT OF INDIA
                        CIVIL APPELLATE JURISDICTION
                        CIVIL APPEAL NO.5961 OF 2012
                (Arising out of S.L.P. (C) No.35600 of 2009)
   Commissioner of Income Tax, Kolkata      ...Appellant(s)
                                   Versus
   Smifs Securities Ltd.          ...Respondent(s)
                                O  R  D  E  R
 None appears for the respondent, though served.
 Heard learned counsel for the Department.
Leave granted.
This civil appeal concerns the Assessment Year  2003-2004.
Three questions arise for determination by this Court.  They are as follows:
   Question No.[a]:
     "Whether Stock Exchange Membership Cards are assets eligible for depreciation under Section 32 of the Income Tax Act,1961? Whether, on the  facts and in  the  circumstances  of  the  case, deletion of Rs.53,84,766/- has been made correctly?"
   Answer:
         Learned Additional Solicitor General fairly concedes that the said question is covered by the decision of this Court in the case of  Techno shares and Stocks Limited vs. Commissioner of Income  Tax,reported in [2010] 327 I.T.R. 323, in favour of the assessee.
   Question No.[b]:
         "Whether goodwill is an asset within the meaning of Section 32  of the Income Tax Act, 1961, and whether depreciation  on  `goodwill'is allowable under the said Section?"
   Answer:
         In the  present  case,  the  assessee  had  claimed  deduction of Rs.54,85,430/- as depreciation on goodwill.  In the course  of hearing,the explanation regarding origin of such goodwill was given as under:
  "In accordance with Scheme of Amalgamation of YSN Shares & Securities (P) Ltd with Smifs Securities Ltd (duly  sanctioned  by Hon'ble High Courts of Bombay  and  Calcutta)  with  retrospective efect from 1st April, 1998, assets and liabilities of YSN Shares & Securities (P) Ltd were transferred to and vest  in  the  company.
         In the process goodwill has arisen in the books of the company."
         It was further explained that  excess  consideration  paid  by  the assessee over the value  of  net  assets  acquired  of  YSN  Shares  and Securities Private Limited [Amalgamating Company] should  be  considered as goodwill arising on amalgamation.  It  was  claimed  that  the  extra consideration was paid towards the  reputation  which  the  Amalgamating Company was enjoying in order to retain its existing clientele.
         The Assessing Officer held that goodwill was not an asset  falling under Explanation 3 to Section 32(1) of the Income Tax Act, 1961 [`Act',for short].
         We quote hereinbelow Explanation 3 to Section 32(1) of the Act: "Explanation 3.--  For  the  purposes  of  this  sub-section,  the expressions `assets' and `block of assets' shall mean--
[a]  tangible  assets,  being  buildings,  machinery,   plant   or furniture;
         [b]  intangible  assets,  being  know-how,  patents,   copyrights, trademarks,  licences,  franchises  or  any  other   business   or commercial rights of similar nature."
Explanation 3 states that the expression  `asset'  shall  mean  an
intangible asset, being  know-how,  patents,  copyrights,  trademarks, licences, franchises or any  other  business  or  commercialrights of similar nature.  A reading the words `any other business or commercial rights of similar nature' in clause (b) of Explanation 3 indicates  that goodwill  would  fall  under  the  expression  `any  other  business  or commercial right of a similar nature'.The principle of ejusdem generis would strictly apply while interpreting the said expression which  finds place in Explanation 3(b).
In the circumstances, we are of the  view that `Goodwill'  is  an asset under Explanation 3(b) to Section 32(1) of the Act.
One more aspect needs to be highlighted. In the present case,  the Assessing Officer, as a matter of fact, came to the conclusion  that  no amount was actually paid on account of  goodwill.   This  is  a  factual finding.  The Commissioner of Income Tax (Appeals) [`CIT(A)', for short] has come to the conclusion that the authorised representatives had filed copies of the Orders of the High  Court  ordering  amalgamation  of  the above two Companies; that the assets and liabilities of M/s. YSN  Shares and Securities Private Limited were transferred to the  assessee  for  a consideration; that the difference between the cost of an asset and  the amount paid constituted goodwill and that the  assessee-Company  in  the process of amalgamation had acquired a capital  right  in  the  form  of goodwill  because of  which the  market  worth of the
   assessee-Company stood increased.  This finding has also been upheld  by Income Tax Appellate Tribunal [`ITAT', for short]. We see no  reason  to interfere with the factual finding.
One more aspect which needs to be mentioned is  that,  against  the decision of ITAT, the Revenue had preferred an appeal to the High  Courtin which it had raised only the question as to whether  goodwill  is  an asset under Section 32 of the Act. In the circumstances, before the High Court, the Revenue did not  file  an  appealon  the  finding  of  fact referred to hereinabove.
For the afore-stated reasons, we answer Question  No.[b]  also  infavour of the assessee.
   Question No.[c]:
         The  last  question  raised  in  this  civil  appeal  is  regarding cancellation of disallowance of an amount of  Rs.83,02,976/-  as  a  bad debt.
   Answer:
         It has been stated on behalf of the Revenue that,  since  the  Tax Audit Report indicated the amount  to  have  been  incurred  on  capital account, the assessee was not entitled to deduction on  account  of  bad debt  Both the CIT(A) as well as the ITAT concluded  that  the  assessee has satisfied the provisions of Section 36(1)(vii)  of  the  Act. They have held that bad debt claimed by the  assessee  was  incurred  in  the normal course of business and, therefore, the assessee was  entitled  to deduction under Section 36(1)(vii) of the Act.  It is  well-settled  now by a catena of decisions that the manner in which the assessee maintains its accounts is not conclusive for deciding the nature of expenditure. In the present case, the concurrent finding of  facts  recorde by the  authorities below indicate that the assessee was entitled to claim deduction in the course of business under  Section 36(1)(vii) of the Act.
For the afore-stated reasons, we answer all the three questions infavour of the assessee and against the Revenue.The civil appeal filed by the Department stands dismissed with  no order as to costs
                                               .........................CJI.
                                       [S.H. KAPADIA]
                                               ...........................J.
                                       [MADAN B. LOKUR]
   New Delhi,
   August 22, 2012.
   -tir-

List of Income Taxable as Profits and Gains of Business or Profession

As per section 28 of the Income Tax Act, 1961 following income will be chargeable as profits and gains of business or profession.

The following income shall be chargeable to income-tax under the head “Profits and gains of business or profession”,—

(i)  the profits and gains of any business or profession which was carried on by the assessee at any time during the previous year ;

(ii)  any compensation or other payment due to or received by,—

  1. any person, by whatever name called, managing the whole or substantially the whole of the affairs of an Indian company, at or in connection with the termination of his management or the modification of the terms and conditions relating thereto;
  2. any person, by whatever name called, managing the whole or substantially the whole of the affairs in India of any other company, at or in connection with the termination of his office or the modification of the terms and conditions relating thereto ;
  3. any person, by whatever name called, holding an agency in India for any part of the activities relating to the business of any other person, at or in connection with the termination of the agency or the modification of the terms and conditions relating thereto ;
  4. any person, for or in connection with the vesting in the Government, or in any corporation owned or controlled by the Government, under any law for the time being in force, of the management of any property or business ;

(iii)  income derived by a trade, professional or similar association from specific services performed for its members ;

(iiia)  profits on sale of a licence granted under the Imports (Control) Order, 1955, made under the Imports and Exports (Control) Act, 1947 (18 of 1947) ;

(iiib)  cash assistance (by whatever name called) received or receivable by any person against exports under any scheme of the Government of India ;

(iiic)  any duty of customs or excise re-paid or re-payable as drawback to any person against exports under the Customs and Central Excise Duties Drawback Rules, 1971 ;]

(iiid)  any profit on the transfer of the Duty Entitlement Pass Book Scheme, being the Duty Remission Scheme under the export and import policy formulated and announced under section 5 of the Foreign Trade (Development and Regulation) Act, 1992 (22 of 1992);

(iiie)  any profit on the transfer of the Duty Free Replenishment Certificate, being the Duty Remission Scheme under the export and import policy formulated and announced under section 5 of the Foreign Trade (Development and Regulation) Act, 1992 (22 of 1992) ;

(iv)  the value of any benefit or perquisite, whether convertible into money or not, arising from business or the exercise of a profession ;

(v)  any interest, salary, bonus, commission or remuneration, by whatever name called, due to, or received by, a partner of a firm from such firm :

Provided that where any interest, salary, bonus, commission or remuneration, by whatever name called, or any part thereof has not been allowed to be deducted under clause (b) of section 40, the income under this clause shall be adjusted to the extent of the amount not so allowed to be deducted ;

(va) any sum, whether received or receivable, in cash or kind, under an agreement for—

  1. not carrying out any activity in relation to any business; or
  2.  not sharing any know-how, patent, copyright, trade-mark, licence, franchise or any other business or commercial right of similar nature or information or technique likely to assist in the manufacture or processing of goods or provision for services:

                Provided that sub-clause (a) shall not apply to—

  1. any sum, whether received or receivable, in cash or kind, on account of transfer of the right to manufacture, produce or process any article or thing or right to carry on any business, which is chargeable under the head “Capital gains”;
  2. any sum received as compensation, from the multilateral fund of the Montreal Protocol on Substances that Deplete the Ozone layer under the United Nations Environment Programme, in accordance with the terms of agreement entered into with the Government of India.

                Explanation.—For the purposes of this clause,—

(i) “agreement” includes any arrangement or understanding or action in concert,—

(A) whether or not such arrangement, understanding or action is formal or in writing; or

(B) whether or not such arrangement, understanding or action is intended to be enforceable by legal proceedings;

(ii) “service” means service of any description which is made available to potential users and includes the provision of services in connection with business of any industrial or commercial nature such as accounting, banking, communication, conveying of news or information, advertising, entertainment, amusement, education, financing, insurance, chit funds, real estate, construction, transport, storage, processing, supply of electrical or other energy, boarding and lodging;

(vi)  any sum received under a Keyman insurance policy including the sum allocated by way of bonus on such policy.  Explanation.—For the purposes of this clause, the expression “Keyman insurance policy” shall have the meaning assigned to it in clause (10D) of section 10;

(vii)  any sum, whether received or receivable, in cash or kind, on account of any capital asset (other than land or goodwill or financial instrument) being demolished, destroyed, discarded or transferred, if the whole of the expenditure on such capital asset has been allowed as a deduction under section 35AD.

Explanation 1.—[Omitted by the Direct Tax Laws (Amendment) Act, 1987, w.e.f. 1-4-1989.

Explanation 2.—Where speculative transactions carried on by an assessee are of such a nature as to constitute a business, the business (hereinafter referred to as “speculation business”) shall be deemed to be distinct and separate from any other business.

How to Amortize Preliminary Expenses under section 35D of the Income Tax

Process of Amortization of preliminary expenses is given in the section 35D of the Income Tax Act, 1961, any capital expenditure done before the commencement of operation of specified business then such expenditure is allowable as deduction under the income tax in 5 equal annual installments subject to the fulfillment of different conditions given under the Income tax Act.

Following preliminary expenditure are eligible for deduction

  1. Allowable if work is done by assessee himself or by an approved concern
  • Preparation of project report
  • Market and other survey cost
  • Engineering service charges
  1. Allowable always whether work is done by assessee himself or by any concern (approved or unapproved)
  • Drafting of MOA and AOA
  • Printing of MOA ,AOA and prospectus
  • Share issue expenditure e.g. underwriting commission, brokerage, etc
  • Legal charges for preparing partnership deed, etc
  • Registration fee under any Act
  • Any other expenditure which is prescribed

Time and purpose of preliminary expenditure

Time

Purpose

Before commencement of business

To start a business

After commencement of business

For expansion of existing business

 

Who is Eligible to claim such deduction

  • Indian company
  • Other assessee who is a resident

Note: foreign company is not eligible for deduction even it is a resident in India

How to calculate Deduction amount

Qualifying amount is deductible in 5 equal annual installments

Meaning of qualifying amount:

  1. For Indian company
  • 5% of cost of project or
  • 5% of capital employed
  • Whichever is higher
  • Actual amount of expenditure
  • Q.A.= Whichever is lower
  1. Other resident assessee
  • 5% of cost of project or
  • Actual amount of expenditure
  • Q.A.= Whichever is lower
  1. Cost of project: actual cost of fixed asset which are lying in balance sheet as on the last day of previous year in which business is commenced

    Note: we have to calculate it by doing reverse calculation because in balance sheet it was at WDV. Calculation= WDV*100/100-dep. Rate (as per book not income tax Act)

  2. Capital employed is calculated by following formula

    Issued share capital (not paid up capital)

    Add: debentures

    Add: long term borrowings if repayment period is 7 years or more

    =Capital employed

    Note:

  • Above 3 figures lying in balance sheet as on last day of previous year of commencement
  • Start deducting first installment from the previous year in which business is commencedOther Information

 

Reference Material: Section 35AD of the Income Tax Act 1961

Deduction in respect of expenditure on specified business

(1) An assessee shall be allowed a deduction in respect of the whole of any expenditure of capital nature incurred, wholly and exclusively, for the purposes of any specified business carried on by him during the previous year in which such expenditure is incurred by him:

Provided that the expenditure incurred, wholly and exclusively, for the purposes of any specified business, shall be allowed as deduction during the previous year in which he commences operations of his specified business, if—

(a)  The expenditure is incurred prior to the commencement of its operations; and

(b)  The amount is capitalized in the books of account of the assessee on the date of commencement of its operations.

The following sub-section (1A) shall be inserted after sub-section (1) of section 35AD by the Finance Act, 2012, w.e.f. 1-4-2013:

(1A)
Where the specified business is of the nature referred to in sub-clause (i) or sub-clause (ii) or sub-clause (v)
or sub-clause (vii)
or sub-clause (viii)
of clause (c) of sub-section (8) and has commenced its operations on or after the 1st day of April, 2012, the deduction under sub-section (1)
shall be allowed of an amount equal to one and one-half times of the expenditure referred to therein.

(2) This section applies to the specified business which fulfils all the following conditions, namely:—

 (i)  It is not set up by splitting up, or the reconstruction, of a business already in existence;

(ii)  It is not set up by the transfer to the specified business of machinery or plant previously used for any purpose;

(iii)  Where the business is of the nature referred to in sub-clause (iii) of clause (c) of sub-section (8), such business,—

(a)  Is owned by a company formed and registered in India under the Companies Act, 1956 (1 of 1956) or by a consortium of such companies or by an authority or a board or a corporation established or constituted under any Central or State Act;

(b)  has been approved by the Petroleum and Natural Gas Regulatory Board established under sub-section (1) of section 3 of the Petroleum and Natural Gas Regulatory Board Act, 2006 (19 of 2006) and notified by the Central Government in the Official Gazette in this behalf;

(c)  has made not less than [such proportion of its total pipeline capacity as specified by regulations made by the Petroleum and Natural Gas Regulatory Board established under sub-section (1) of section 3 of the Petroleum and Natural Gas Regulatory Board Act, 2006 (19 of 2006)] available for use on common carrier basis by any person other than the assessee or an associated person; and

(d)  Fulfils any other condition as may be prescribed.

[(3) Where a deduction under this section is claimed and allowed in respect of the specified business for any assessment year, no deduction shall be allowed under the provisions of Chapter VI-A under the heading “C.—Deductions in respect of certain incomes” in relation to such specified business for the same or any other assessment year.]

(4) No deduction in respect of the expenditure referred to in sub-section (1) shall be allowed to the assessee under any other section in any previous year or under this section in any other previous year.

(5) The provisions of this section shall apply to the specified business referred to in sub-section (2) if it commences its operations,—

(a)  on or after the 1st day of April, 2007, where the specified business is in the nature of laying and operating a cross-country natural gas pipeline network for distribution, including storage facilities being an integral part of such network;

[(aa) on or after the 1st day of April, 2010, where the specified business is in the nature of building and operating a new hotel of two-star or above category as classified by the Central Government;

(ab)  on or after the 1st day of April, 2010, where the specified business is in the nature of building and operating a new hospital with at least one hundred beds for patients;

(ac)  on or after the 1st day of April, 2010, where the specified business is in the nature of developing and building a housing project under a scheme for slum redevelopment or rehabilitation framed by the Central Government or a State Government, as the case may be, and which is notified by the Board in this behalf in accordance with the guidelines as may be prescribed;

(ad)
on or after the 1st day of April, 2011, where the specified business is in the nature of developing and building a housing project under a scheme for affordable housing framed by the Central Government or a State Government, as the case may be, and notified by the Board in this behalf in accordance with the guidelines as may be prescribed;

(ae)  on or after the 1st day of April, 2011, in a new plant or in a newly installed capacity in an existing plant for production of fertilizer; [and]

The following clauses (af), (ag) and (ah) shall be inserted after clause (ae) of sub-section (5) of section 35AD by the Finance Act, 2012, w.e.f. 1-4-2013:

(af)
 on or after the 1st day of April, 2012, where the specified business is in the nature of setting up and operating an inland container depot or a container freight station notified or approved under the Customs Act, 1962 (52 of 1962);

(ag)  on or after the 1st day of April, 2012, where the specified business is in the nature of bee-keeping and production of honey and beeswax;

(ah)
 on or after the 1st day of April, 2012, where the specified business is in the nature of setting up and operating a warehousing facility for storage of sugar; and

(b) on or after the 1st day of April, 2009, in all other cases not falling under [clause (a), clause (aa), clause (ab), [clause (ac), clause (ad) and clause (ae)]]].

(6) The assessee carrying on the business of the nature referred to in clause (a) of sub-section (5) shall be allowed, in addition to deduction under sub-section (1), a further deduction in the previous year relevant to the assessment year beginning on the 1st day of April, 2010, of an amount in respect of expenditure of capital nature incurred during any earlier previous year, if—

(a)  the business referred to in clause (a) of sub-section (5) has commenced its operation at any time during the period beginning on or after the 1st day of April, 2007 and ending on the 31st day of March, 2009; and

(b)  no deduction for such amount has been allowed or is allowable to the assessee in any earlier previous year.

[(6A)
Where the assessee builds a hotel of two-star or above category as classified by the Central Government and subsequently, while continuing to own the hotel, transfers the operation thereof to another person, the assessee shall be deemed to be carrying on the specified business referred to in sub-clause (iv)
of clause (c) of sub-section (8).]

(7) The provisions contained in sub-section (6) of section 80A and the provisions of sub-sections (7) and (10) of section 80-IA shall, so far as may be, apply to this section in respect of goods or services or assets held for the purposes of the specified business.

(8) For the purposes of this section,—

(a)  an “associated person”, in relation to the assessee, means a person,—

 (i)  who participates, directly or indirectly, or through one or more intermediaries in the management or control or capital of the assessee;

(ii)  who holds, directly or indirectly, shares carrying not less than twenty-six per cent of the voting power in the capital of the assessee;

(iii)  who appoints more than half of the Board of directors or members of the governing board, or one or more executive directors or executive members of the governing board of the assessee; or

(iv)  who guarantees not less than ten per cent of the total borrowings of the assessee;

(b)  “cold chain facility” means a chain of facilities for storage or transportation of agricultural and forest produce, meat and meat products, poultry, marine and dairy products, products of horticulture, floriculture and apiculture and processed food items under scientifically controlled conditions including refrigeration and other facilities necessary for the preservation of such produce;

(c)  “specified business” means any one or more of the following business, namely :—

 (i)  setting up and operating a cold chain facility;

(ii)  setting up and operating a warehousing facility for storage of agricultural produce;

(iii)  laying and operating a cross-country natural gas or crude or petroleum oil pipeline network for distribution, including storage facilities being an integral part of such network;

[(iv)  building and operating, anywhere in India, a [hotel] of two-star or above category as classified by the Central Government;

(v)  building and operating, anywhere in India, a [hospital] with at least one hundred beds for patients;

(vi)  developing and building a housing project under a scheme for slum redevelopment or rehabilitation framed by the Central Government or a State Government, as the case may be, and notified by the Board in this behalf in accordance with the guidelines as may be prescribed;]

[(vii)  developing and building a housing project under a scheme for affordable housing framed by the Central Government or a State Government, as the case may be, and notified by the Board in this behalf in accordance with the guidelines as may be prescribed;

(viii)  production of fertilizer in India;]

The following sub-clauses (ix), (x) and (xi) shall be inserted after sub-clause (viii) of clause (c) of sub-section (8) of section 35AD by the Finance Act, 2012, w.e.f. 1-4-2013 :

(ix)  setting up and operating an inland container depot or a container freight station notified or approved under the Customs Act, 1962 (52 of 1962);

(x)  bee-keeping and production of honey and beeswax;

(xi)  setting up and operating a warehousing facility for storage of sugar;

(d)  any machinery or plant which was used outside India by any person other than the assessee shall not be regarded as machinery or plant previously used for any purpose, if—

 (i)  such machinery or plant was not, at any time prior to the date of the installation by the assessee, used in India;

(ii)  such machinery or plant is imported into India from any country outside India; and

(iii)  no deduction on account of depreciation in respect of such machinery or plant has been allowed or is allowable under the provisions of this Act in computing the total income of any person for any period prior to the date of installation of the machinery or plant by the assessee;

(e)  where in the case of a specified business, any machinery or plant or any part thereof previously used for any purpose is transferred to the specified business and the total value of the machinery or plant or part so transferred does not exceed twenty per cent of the total value of the machinery or plant used in such business, then, for the purposes of clause (ii) of sub-section (2), the condition specified therein shall be deemed to have been complied with;

(f)  any expenditure of capital nature shall not include any expenditure incurred on the acquisition of any land or goodwill or financial instrument.]