CHAPTER 212
COMPANIES ACT

[SUBSIDIARY LEGISLATION]

INDEX TO SUBSIDIARY LEGISLATION

   NOTICES

      The Appointment of Senior Assistant Registrar and Assistant Registrars (Registrar-General's Office) Notice

   ORDERS

      The Authorised Investments Order

   REGULATIONS

      The Companies (Regulation of Dividends and Surpluses) Regulations

   RULES

      The Companies (Winding Up Fees) Rules

      The Companies (Forms) Rules

NOTICES

THE APPOINTMENT OF SENIOR ASSISTANT REGISTRAR AND ASSISTANT REGISTRARS (REGISTRAR-GENERAL'S OFFICE) NOTICE

G.N. No. 276 of 1960

   1. With effect from the 1st day of July, 1960, the Senior Assistant Registrar and every Assistant Registrar in the office of the Registrar-General is hereby appointed to be–

   (a)   an Assistant Registrar-General of Births and Deaths under section 5 of the Births and Deaths Registration Act;

   (b)   a Deputy Registrar under section 3 of the Business Names (Registration) Act;

   (c)   an Assistant Registrar under–

      (i)   section 3 of the Registration of Documents Act;

      (ii)   section 3 of the Chattels Transfer Act;

      (iii)   section 292 of the Companies Act;

      (iv)   section 2 of the Patents (Registration) Act;

      (v)   section 4 of the Land Registration Act;

       (vi)   section 4 of the Trade Unions Act;

       (vii)   section 3 of the Trade and Service Marks Act.

   2. [Cancels all previous appointments with effect from 1st July, 1960.]

ORDERS

THE AUTHORISED INVESTMENTS ORDER

G.Ns. Nos.
24 of 1972
159 of 1972

   1. This Order may be cited as the Authorised Investments Order *.

   2. In this Order, unless the context requires otherwise–

   "Act" means the Companies Act *;

   "ancillary fixed assets" means office equipment, saloon cars and office, commercial and residential buildings and fittings therefor;

   "investment in a company or public corporation" does not include trade credit given to a company or a public corporation in the ordinary course of business;

   "productive fixed assets" means plant, machinery, equipment and industrial, hotel and warehouse premises and fittings therefor, but does not include office equipment, household furnishings or saloon cars.

   3. Investments specified in the Schedule hereto are hereby declared to be authorised investments for the purposes of the investment of the profits of a specified company.

SCHEDULE
AUTHORISED INVESTMENTS

(Paragraph 3)

   (1) Net investment in current assets including stocks of raw materials, work in progress, finished goods, stores, spares and trade receivables:

    Provided that–

   (a)   the amount so invested shall not exceed one million shillings or ten per centum of the net current assets at the close of the immediately preceding financial year, whichever is the lesser sum;

   (b)   any such investment shall cease to be an authorised investment if the Treasury Registrar, within thirty days of the receipt of the audited accounts of the company in respect of the fiscal year in which such investment was made and submitted to the Treasury Registrar in accordance with the regulations made under section 371 certifies in writing that such investment shall be deemed not to be an authorised investment;

    (c)   the Treasury Registrar may at any time after receipt by him of the cash flow budget and investment plans in respect of any financial year submitted to him under the Act (but before dividends in respect of such financial year are declared by the company), by certificate under his hand authorise in relation to the company in respect of such financial year an authorised investment in current assets of a sum of money larger than the sum of money which, but for such certificate, could lawfully be treated as an authorised investment in current assets.

   (2) Productive fixed assets:

   Provided that–

   (a)   the amount so invested shall not exceed one million shillings or ten per centum of the productive fixed assets at the close of the immediately preceding financial year, whichever is the lesser sum;

   (b)   any such investment shall cease to be an authorised investment if the Treasury Registrar, within thirty days of the receipt of the audited accounts of the company in respect of the financial year in which such investment was made and submitted to the Treasury Registrar, in accordance with the Regulations made under section 371, certifies in writing that such investment shall be deemed not to be an authorised investment;

    (c)   the Treasury Registrar may at any time after receipt by him of the cash flow budget and investment plans in respect of any financial year submitted to him under the Act (but before dividends in respect of such financial year are declared by the company), by certificate under his hand authorise in relation to the company in respect of such financial year an authorised investment in current assets of a sum of money larger than the sum of money which, but for such certificate, could lawfully be treated as an authorised investment in productive fixed assets.

   (3) Ancillary fixed assets:

   Provided that–

   (a)   the amount so invested shall not exceed fifty thousand shillings or ten per centum of the ancillary fixed assets at the close of the immediately preceding financial year, whichever is the lesser sum;

    (b)   any such investment shall cease to be an authorised investment if the Treasury Registrar, within thirty days of the receipt of the audited accounts of the company in respect of the financial year in which such investment was made and submitted to the Treasury Registrar, in accordance with the Regulations made under section 371 certifies in writing such investment shall be deemed not to be an authorised investment;

   (c)   the Treasury Registrar may at any time after receipt by him of the cash flow budget and investment plans in respect of any financial year submitted to him under the Act (but before dividends in respect of such financial year are declared by the company), by certificate under his hand authorise in relation to the company in respect of such financial year an authorised investment in current assets of a sum of money larger than the sum of money which, but for such certificate, could lawfully be treated as an authorised investment in ancillary fixed assets.

   (4) Any investment in a company or public corporation which the Treasury Registrar may by writing under his hand certify to be an authorised investment.

REGULATIONS

THE COMPANIES (REGULATION OF DIVIDENDS AND SURPLUSES) REGULATIONS

G.N. No. 159 of 1972

1.   Citation

   These Regulations may be cited as the Companies (Regulation of Dividends and Surpluses) Regulations.

2.   Interpretation

   In these Regulations, unless the context otherwise requires–

   "Act" means the Companies Act *;

   "specified parastatal" includes a corporation specified in Part II of the Tenth Schedule to the Act.

PART I (regs 3-7)

3.   Application to specified parastatals

   This Part shall apply to all specified parastatals.

4.   Submission of accounts upon being specified

   Every specified parastatal shall, within ninety days of the effective date, submit to the Treasury Registrar –

   (a)   a copy of the duly audited balance sheet in respect of the financial year (hereinafter referred to as "the relevant financial year") which was the last financial year preceding the effective date in respect of which such duly audited balance sheet exists;

   (b)   copies of duly audited balance sheets in respect of the two financial years immediately preceding the relevant financial year;

   (c)   copies of duly audited profit and loss accounts for the relevant financial year and the two financial years immediately preceding the relevant financial year;

   (d)   copies of the income tax returns made by the company pursuant to the provisions of the Income Tax Act * for–

      (i)   the last financial year preceding the effective date in respect of which such return was made; and

      (ii)   the two financial years immediately preceding the financial year referred to in subparagraph (i);

   (e)   particulars of any additional assessments raised under the Income Tax Act in respect of any of the financial years to which paragraph (a) applies or any subsequent financial year;

   (f)   provisional balance sheets and profit and loss accounts for the financial years subsequent to the relevant financial year and preceding the financial year in which the effective date occurs;

   (g)   estimated cash flows and profits and losses for the financial year in which the effective date occurs;

   (h)   investment plans for the financial year in which the effective date occurs and the two financial years immediately succeeding such financial year.

5.   Submission of annual accounts, etc.

   (1) Every specified parastatal shall, within one hundred and eighty days of the close of every financial year submit to the Treasury Registrar–

   (a)   copies of the duly audited balance sheet and profit and loss accounts in respect of such financial year;

   (b)   a copy of the income tax returns made by the company in respect of such financial year;

   (c)   particulars of additional assessment raised under the Income Tax Act in respect of any of the financial years to which paragraph (a) of regulation 4 applies or any subsequent financial years, where such particulars were not previously furnished to the Treasury Registrar;

   (d)   a detailed analysis of the use of cash flow during such financial year showing in particular–

      (i)   the amount paid, declared or set aside for payment of dividends;

      (ii)   the amount utilised for the reduction of any loan, whether by overdraft or otherwise, advanced to the company by the National Bank of Commerce;

      (iii)   the amount invested in any bill, bond or stock issued under the Government Loans, Guarantees and Grants Act * or in any other security issued by the Government;

      (iv)   the amount invested in any authorised investment;

      (v)   the amount utilised for the payment or reduction of debts owed or owing by the company;

      (vi)   the amount set aside as working capital for the ensuing financial year;

   (e)   a detailed analysis of the use of the profits made by the company during such financial year.

   (2) The provisions of this regulation shall be without prejudice to the requirement of subsection (5) of section 368 of the Act.

6.   Project cash flow budget, etc.

   Every specified parastatal shall, not later than thirty days immediately preceding the commencement of every financial year, submit to the Treasury Registrar–

   (a)   a draft of the opening balance sheet in respect of such financial year;

   (b)   a cash flow budget and profit and loss budget for such financial year;

   (c)   a fixed investments budget for the financial year;

   (d)   a fixed investments projection for the three years commencing with such financial year.

7.   Further particulars

   The Treasury Registrar may, by notice specified in writing require a (specified company to) submit to him such further and better particulars as he may deem necessary within such time as he may specify in such notice.

PART II (regs 8-9)

8.   Application to companies other than specified parastatals

   This Part shall apply to companies other than specified parastatals or foreign companies.

9.   Treasury Registrar may call for particulars

   The Treasury Registrar may, by notice in writing addressed to a company, require such company to submit to him, within such time or at such intervals as may be specified in the notice, all or any of the documents or other particulars which a specified company is or may be, under the provisions of Part I, required to submit to the Treasury Registrar.

PART III (regs 10-14)

10.   Application

   This Part shall apply to all companies to which Part I or Part II applies.

11.   Treasury Registrar may require audit

   Where the Treasury Registrar is satisfied that a company is not maintaining its accounts in accordance with the standard accounting practice he may, by notice in writing, require such company to maintain its accounts in accordance with such practice and require the company to have its accounts audited by an auditor approved by the Treasury Registrar.

12.   Forms

   Accounts, particulars and information required to be submitted or given by or under these Regulations shall be submitted or given in such form as the Treasury Registrar may from time to time approve, and where any accounts, particulars or information are not submitted or given in the form approved by the Treasury Registrar, the Treasury Registrar may reject the same and require the company to resubmit such accounts, particulars or information in proper form within such further time, if any, as the Treasury Registrar may specify.

13.   Enlargement of time, etc.

   The Treasury Registrar may, for sufficient cause, by writing under his hand enlarge the time within which any accounts, particulars or information are required to be submitted or given by or under these Regulations.

14.   Offences

   (1) Any company which fails to submit or give any accounts, particulars or information required to be submitted or given by or under these Regulations within the time provided for in these Regulations or, where such time is not so provided for, within the time specified in any notice given by the Treasury Registrar or, where in the exercise of the power conferred upon the Treasury Registrar by regulation 13 he has extended such time, within such extended time, the company shall be guilty of an offence and shall be liable, on conviction, to a fine not exceeding fifty thousand shillings.

   (2) Where any company submits any accounts or particulars, or gives any information, which is false in any material particular, the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding fifty thousand shillings.

   (3) [Omitted.]

RULES

THE COMPANIES (WINDING UP FEES) RULES

G.Ns. Nos.
69 of 1939
75 of 1962
478 of 1962

1.   Citation

   These Rules may be cited as the Companies (Winding Up Fees) Rules.

2.   Fees

   The fees in the Schedule hereto shall be payable in respect of proceedings under the Act in relation to the winding up of companies.

SCHEDULE

TABLE A
FEES OF COURT

Description of Proceedings

Amount of Fee
Shs. Cts.

1.

On presenting a petition for the winding up of a company by or under the supervision of the Court ..............................................................

300 00

Note: This fee includes any fee on answering a petition or setting down for hearing. No fee is payable on a winding up order or an order continuing a voluntary liquidation subject to the supervision of the Court.

2.

On an application by a liquidator or provisional liquidator, including the Official Receiver when acting as liquidator or provisional liquidator and including an application for directions ................................................

15 00

3.

On sealing an interim order made on the hearing of a petition to wind
up a company ................................................................................

15 00

4.

On an order–

   (a)   Dismissing a petition or granting leave to withdraw a
petition ............................................................................

30 00

   (b)   Adjourning a petition .........................................................

7 50

   (c)   Appointing a shorthand writer .............................................

15 00

   (d)   Any other order not hereinbefore provided

15 00

5.

On making an appointment to settle an order ....................................

7 50

6.

On a security bond .........................................................................

15 00

7.

   (a)   On the administration of any oath, affirmation declaration by the Registrar or a Magistrate .............................................

3 00

   (b)   For marking each exhibit ...................................................

1 50

8.

On the issue of a subpoena .............................................................

3 00

9.

On the issue of any notice by the Court (including a hearing notice), for each notice ....................................................................................

3 00

10.

   (a)   For a certified copy or extract of any document–

      (1)   For the first folio of seventy two words or figures ...........

4 50

      (2)   For each subsequent folio ..........................................

2 50

   (b)   For an uncertified copy or extract of any document–

      (i)   For the first four folios or part thereof ...........................

3 00

      (ii)   For each subsequent folio ..........................................

1 00

   (c)   For each carbon or duplicate copy of any of the above
supplied with the original ..................................................

Half the amount paid on the original

11.

On an inspection of a file of proceedings by a person not entitled to inspect free of charge .....................................................................

3 00

12.

On any affidavit or affirmation, to include a proof of debt–

   (a)   Above Shs. 50/= (other than a proof of debt for wages of
any workman or labourer or deposit due to a native) ............

6 00

   (b)   Where the debt does not exceed Shs. 50/= .......................

1 50

   (c)   For wages of any workman or labourer or deposit due to a native .............................................................................

Nil

Note: The above fees shall not be charged by the Registrar where they have been collected by the Official Receiver.

13.

For the insertion in the Official Gazette of a notice relating to a
company (in addition to the cost of the notice) ..................................

11 50

14.

On taxation of a bill of costs, accounts, etc., for every ten folios (of seventy-two words or figures) or part thereof .....................................

15 00

15.

Reports, accounts or other documents and applications made by the Registrar of Companies to the Court ................................................

Nil

16.

On any petition or application not hereinbefore provided .....................

60 00

17.

On filing any document not hereinbefore provided ..............................

8 00

TABLE B

Fees and percentages to be taken by the Official Receiver or Registrar of Companies as the case may be–

1.

On the audit of a liquidator's accounts by the Registrar of Companies a fee according to the following scale on the amount brought to credit, including the produce of calls on contributories, but after deducting (a) the amount spent out of the money received in carrying on the business of the company, and (b) amounts paid by the liquidator to secured creditors (other than debenture holders)–

Shs. Cts.

   On each £100 or fraction thereof up to £5,000 ...............................

45 00

   On each £100 or fraction thereof beyond £5,000 ............................

25 00

2.

Where the Official Receiver acts as provisional liquidator only–

   (a)   Where no winding up order is made upon the petition, or where a winding up order is rescinded, or all further proceedings are stayed prior to the summoning of the statutory meetings of creditors and contributories–

   Such amount as the Court may consider reasonable to be paid by the petitioner or by the company as the Court may direct, in respect of the services of the Official Receiver as provisional liquidator.

   (b)   Where a winding up order is made but the Official Receiver is not continued as liquidator after the statutory meetings of creditors and contributories–

      (i)   In respect of every 10 members, creditors and debtors, and every fraction of 10 up to 1,000 .............................

30 00

         For every 10 or fraction of 10 above 1,000 .....................

15 00:

         Provided that where the net assets of the company, including uncalled capital, are estimated in the statement of affairs not to exceed £500, three-fifths of the above fee only shall be charged.

         (This fee includes the cost of official stationery printing, books, forms, and inland postages).

      (ii)   On the value of the company's property as estimated in the statement of affairs, after deducting (in cases where a person other than the Official Receiver has, prior to, but not on the day of, the making of a winding up order, been appointed Receiver for debenture holders) the amount due to debenture holders–

Per cent

            On the next £5,000 or fraction thereof .................

            On the next £20,000 or fraction thereof ...............

¾

            On the next £75,000 or fraction thereof ...............

½

            On all further sums ...........................................

¼

3.

Where the Official Receiver acts as liquidator of the company and a special manager is appointed (to include the Official Receiver's services as provisional liquidator)–

      Such amount as the Court, on the application of the Official Receiver, may consider reasonable.

4.

In all other cases where the Official Receiver acts as liquidator of the company (to include his services as provisional liquidators)–

   (1)   In respect of every 10 members, creditors and debtors and every fraction of 10 ...........................................................

40 00:

Provided that where the net assets of the company, including uncalled capital, do not exceed £500, three-fifths of the above fee only shall be charged.

(This fee includes cost of official stationery, printing, books, forms, and inland postages).

   (2)   Upon the total assets, including produce of calls on contributories realised or brought to credit by the Official Receiver, after deducting sums on which fees are chargeable under Item 5 of this table, and the amount spent out of the money received in carrying on the business of the company –

Item

Per cent

On the first £1,000 or fraction thereof ................................................

8

On the next £1,500 " " .....................................................

7

" £2,500 " " .....................................................

6

" £5,000 " " .....................................................

5

" £90,000 " " .....................................................

4

On all further sums ........................................................................

3

   (3)   On the amount distributed in dividend or paid to contributories, preferential creditors and debenture holders by the Official Receiver, half the above percentages.

5.

Where the Official Receiver collects, calls or realises property for debenture holders–

The same fees as under Item 4(2) and (3) of this table to be paid out of the proceeds of such calls or property.

6.

Where the Official Receiver realises property for secured creditors other than debenture holders–

The same fees as under Item 4(2) of this table to be paid out of the proceeds of such property.

7.

Where the Official Receiver performs any special duties not otherwise herein provided for–

Such amount as the Court, on the application of the Official Receiver, may consider reasonable.

Shs. Cts.

8.

Room for meeting or adjourned meeting of creditors or contributories summoned by the Official Receiver, for each creditor or contributory to whom notice has been given of such meeting, but not exceeding £2 for each meeting .................................................................................

1 00

9.

Travelling, keeping possession, law costs, and other reasonable expenses of the Official Receiver ......................................................

the amount disbursed.

10.

On an application to inspect Liquidator's statement lodged with the Registrar of Companies ..................................................................

1 00

11.

On filing the statement of affairs with the Official Receiver ...................

4 00

12.

   (a)   On the administration of any oath, affirmation or declaration

2 00

   (b)   For marking each exhibit .................................................

1 00

13.

On any affidavit or affirmation to include a proof of debt–

   (a)   Above Shs. 50/= (other than a Proof of debt for wages of any workman or labourer or deposit due to a native) ...................

4 00

   (b)   Where the debt does not exceed Shs. 50/= .........................

1 00

   (c)   For wages of any workman or labourer or deposit due to a native .............................................................................

Nil

14.

For inspecting each inspection ........................................................

2 00

15.

   (a)   For a certified copy or extract of any document–

      (1)   For the first folio of seventy-two words or figures ............

3 00

      (2)   For each subsequent folio ...........................................

1 50

   (b)   For an uncertified copy or extract of any documents–

      (1)   For the first four folios or part thereof ...........................

2 00

      (2)   For each subsequent folio ..........................................

0 50

   (c)   For each carbon or duplicate copy of any of the above
supplied with the original .................................................

Half the amount paid on the original

16.

For the insertion in the Official Gazette of a notice relating to a
company (in addition to the cost of the notice) ...................................

7 50

17.

On filing any documents by this Act required or authorised to be registered or required to be delivered, sent, or forwarded to the Official Receiver or the Registrar of Companies not hereinbefore provided ........

5 00

18.

For making a record of any fact by this Act required or authorised to be recorded by the Official Receiver or the Registrar of Companies ..........

5 00

19.

On any application not hereinbefore provided .....................................

2 00

THE COMPANIES (FORMS) RULES

(Section 347)

G.Ns. Nos.
260 of 1932
17 of 1933

1.   Citation

   These Rules may be cited as the Companies (Forms) Rules.

2.   Forms

   The forms set out in the Schedule hereto shall be used for the purposes of the Act and the particulars contained therein are hereby prescribed as the particulars required under the Act.

3.   Certified articles of the company or other charter, etc., of the company under section 321

   A certified copy of the charter, statutes or copy of memorandum and instrument constituting or defining the constitution of the company required to be delivered to the Registrar under section 321 of the Companies Act * (in these Rules referred to as "the Act" shall be deemed to be certified as a true copy if–

   (a)   in the case of a company incorporated outside Tanzania, it is in such foreign country–

      (i)   duly certified as a true copy by an official of the Government to whose custody the original is committed; or

      (ii)   duly certified as a true copy by a notary public of such country; or

      (iii)   duly certified as a true copy on oath by some officer of the company before some person having authority to administer an oath in such country;

   (b)   in the case of a company incorporated outside Tanzania under the laws of a foreign country, it is in such foreign country–

      (i)   duly certified as a true copy by an official of the Government to whose custody the original is committed, the signature or seal of such official being authenticated;

      (ii)   duly certified as a true copy by a notary of such foreign country the certificate of the notary being authenticated; or

      (iii)   duly certified as a true copy on oath by some officer of the company before a person having authority to administer an oath as provided by that foreign country, the status of the person administering the oath being authenticated by any of the British officials mentioned in section 6 of that Act.

4.   Verified copies of contracts under section 43

   Copies of contracts required to be filed with the Registrar under section 43 of the Act shall be deemed to be duly verified if they are certified to be true copies by the affidavit of some responsible officer of the company.

5.   Verified or certified copy of charge under sections 79 and 81

   A copy of the instrument by which a charge is created or evidenced to be delivered to the Registrar under the provisions of sections 79 and 81 of the Act shall be verified or certified to be a true copy under the seal of the company or under the hand of some person interested therein otherwise than on behalf of the company.

6.   Translation

   A translation of a charter, statutes or memorandum and articles of association or other instrument constituting or defining the constitution of a company or any account or document to be delivered to the Registrar under the Act shall be certified to be a correct translation–

   (a)   where such translation is made outside Tanzania, by –

      (i)   an official having custody of the original; or

      (ii)   a notary public for the country or place where the company is incorporated:

         Provided that where the company is incorporated in a foreign country, the signature or seal of the person so certifying shall be authenticated in accordance with the law of that country;

   (b)   where such translation is made within Tanzania, by–

      (i)   an advocate entitled to appear before the High Court; or

      (ii)   an affidavit of some person having, in the opinion of the registrar, competent knowledge of the language of the original and of English.

SCHEDULE
FORMS

(Rule 2)

FORM 1
DECLARATION OF COMPLIANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT ON APPLICATION FOR REGISTRATION OF A COMPANY

THE COMPANIES ACT

(Pursuant to Section 16(2))

No. of Company .............................................

Filing fee Shs. ................................

Name of Company ...........................................................................................................
.......................................................................................................................................

Presented by
      ..................................................................
         .......................................................................
            ..........................................................................

   I, ...............................................................................................................................
of ...................................................................................................................................
Do solemnly and sincerely declare that I am an Advocate of the High Court engaged in the formation of the company or a person named in the Articles of Association as a Director or Secretary, of ...................................................................................................... Limited,

AND that all the requirements of the Companies Act in respect of matters precedent to the registration of the said Company and incidental thereto have been complied with, AND I make this solemn Declaration conscientiously believing the same to be true.

Declared at ...................................................... }
....................................................................... }
the ....................................................... day of } .....................................................
.................................................. two thousand }
and ............................................. before me. }

..................................................................
Commissioner for Oaths or Notary Public

FORM 2
CONSENT TO ACT AS DIRECTOR OF A COMPANY

THE COMPANIES ACT

(Pursuant to Section 141(1)(a))

No. of Company .............................................

Filing fee Shs. ................................

Name of Company ...........................................................................................................
......................................................................................................................................

Presented by
      ..................................................................
         .......................................................................
            ..........................................................................

To the Registrar of Companies,

   I (or we), the undersigned, hereby testify my (or our) consent to act as director(s) of ......................................................................................................................................
.......................................................................................................................... Limited
pursuant to section 141(1)(a) of the Companies Act.

   Dated the ......................... day of ......................... 20........

Signature 1

Address

Description

FORM 3
LIST OF THE PERSONS WHO HAVE CONSENTED TO BE DIRECTORS OF A COMPANY

THE COMPANIES ACT

(Pursuant to Section 141(3))

No. of Company .............................................

Filing fee Shs. ................................

Name of Company ..........................................................................................................
......................................................................................................................................

Presented by
      ..................................................................
         .......................................................................
            ..........................................................................

   List of the persons who have consented to be Directors of .............................................
......................................................................................................................... Limited
delivered to the Registrar of Companies pursuant to s. 141(3) of the Companies Act by .....................................................................................................................................
.....................................................................................................................................
of .................................................................................................................................
.....................................................................................................................................
the applicant(s) for Registration of the Memorandum and Articles of the Company.

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