Key Highlights: • • • • • • • • • • LLP’s will be treated as Partnership Firms for the purpose of Income Tax w.e.f assessment year 201011 No surcharge will be levied on income tax. Profit will be taxed in the hands of the LLP and not in the hands of the partners. Minimum Alternate Tax and Dividend Distribution Tax will not be applicable for LLP. Remuneration to partners will be taxed as “Income from Business & Profession”. No capital gain on conversion of partnership firms into LLP. Designated Partners will be liable to sign and file the Income Tax return. LLP shall not be eligible for presumptive taxation. Capital Gain on conversion of Company into LLP will be exempt from tax, if prescribed conditions are complied with. On conversion, the successor LLP , will be allowed to carry forward and set off of accumulated loss and unabsorbed depreciation allowance On conversion, the successor LLP will be allowed to amortize the expenditure incurred under voluntary retirement scheme on conversion, the successor LLP will not be allowed to take the credit of MAT paid by the predecessor company.
•
Applicability of AMT on LLP
UNION BUDGET 2011-12: LLP’S ARE NOW SUBJECT TO ALTERNATE MINIMUM TAX (AMT) Applicability In order to save revenue on account of companies converting to LLP’s to take benefits of tax exemptions and to rationalize taxation of LLP’s with companies, this Union Budget has proposed to introduce a new Chapter XII-BA under the Income Tax Act 1961 which provides for levy of Alternate Minimum Tax @ 18.5% on the adjusted total income of Limited Liability Partnerships. The effective rate of AMT after taking in account education cess will be 19.05%. As per the provisions of the chapter XII-BA, where the regular income tax payable by a LLP for a particular financial year is less than the corresponding alternate minimum tax computed at the rate of 18.5% on its adjusted total income; such alternate minimum tax shall be deemed to be the income tax liability of such LLP.
Adjusted total income shall be the total income as increased by the deductions claimed under any section included in chapter VI-A ( C ) (deductions in respect of certain income) and deductions claimed under section 10AA (deduction available to SEZ units). AMT VS MAT The concept to AMT is similar to the Minimum Alternate Tax (MAT), as applicable to the Companies but since there is no concept of book profits in case of LLP, the LLP’s will be liable to pay AMT on their adjusted total income (equivalent to adjusted taxable income). Similar to Company, LLP paying AMT can claim its credit for 10 assessment years. But as opposed to Company, LLP will not be liable to pay AMT on those income, which are exempt under provisions of Income Tax like long term capital gain under section 10 (38) and income from dividend under section 10 (34) etc
MAT Section Provision 115JB(1) Chapter – XII-B A Company is required to pay a minimum alternate Tax (MAT) on its book profit, if the income tax payable on the total income, as computed under the income tax act in respect of any previous year relevant to the assessment year commencing on or after 1st April 2011, is less than the MAT.
AMT Section 115JC Chapter XII-BA Where the regular tax payable for a previous year by a limited liability partnership is less than the alternate minimum tax payable for such previous year, the adjusted total income shall be deemed to be the total income of such limited liability partnership and LLP shall be liable to pay income tax on such total income. “Adjusted total income shall be total income as increased by the deductions claimed under any section included in chapter VI-A C (deductions in respect of certain income and deductions claimed under section 10AA (Deduction available to SEZ units). Regular Tax means the tax payable under the income tax act for LLPs excluding the provisions of chapter 115JC.
Rate
18.5% + Surcharge (5%) +Education Cess (3%) i.e. 20% The tax credit to be allowed shall be the difference of the Minimum Alternate tax paid for any assessment year and the amount of tax payable by the assessee on his total income computed in accordance with the other provisions of this Act.
18.5% +Education Cess (3%) i.e 19.05% (Surcharge is not applicable on Limited Liability Partnership) The tax credit is allowed to the extent of the excess of the alternate minimum tax paid over the regular income tax.
Tax Credit
Carrry Tax credit will be carried Tax credit will be carried forward for a Forward of forward for a maximum period maximum period of 10 years from the year in Tax Credit of 10 years from the year in which such credit arose. which such credit arose.
Infrastructure & IT Projects LLP’s which are executing infrastructure projects or are carrying on IT related business and are otherwise eligible for incentives under section 80IA etc. will be badly hit by the applicability of AMT, as till now they were exempt from payment of MAT but they will have to shell out AMT from their pockets. AMT: Hitback for LLP Before the introduction of the Union Budget 2011-12, LLP was considered as very tax effective business vehicle as it was not subject to Minimum Alternate Tax (MAT) and Dividend Distribution Tax (DDT). The introduction of AMT has dented the attractiveness of LLP but not to large extent because LLP with its inherent flexible structure coupled with exemption from DDT still remains a viable form of business for investors in the long run.
Taxation aspect on Conversion to LLP
Capital Gain on conversion of Partnership into LLP LLP and general partnership is being treated as equivalent (except for recovery purpose) in the Act, the conversion from a general partnership firm to an LLP will have no tax implication, if the rights and obligation of the partners remain the same after conversion and if there is no transfer of any asset or liability after conversion. If there is a violation of these conditions , the provision of capital gain will apply.
* Capital Gain on conversion of Company into LLP
The Finance Bill 2010-11 has proposed to insert a new clause (xiiib) under Section 47 of the Income Tax Act, 1961 whereby any transaction concerning transfer of a capital asset or intangible asset by a Private Company or unlisted Public Company to a Limited Liability Partnership as a result of conversion of the company into a Limited Liability Partnership in accordance with the provisions of section 56 or section 57 of the Limited Liability Partnership Act, 2008 would be exempted from the provision of Capital Gain Tax, only if the following conditions are satisfied . a. b. All the assets and liabilities of the Company immediately before the conversion shall become the assets and liabilities of the limited liability partnership; All the shareholders of the Company immediately before the conversion shall become the partners of the limited liability partnership and their capital contribution and profit sharing ratio in LLP should remain in the same proportion as their shareholding in the company on the date of conversion; The shareholders of the company do not receive any consideration or benefit, directly or indirectly, in any form or manner, other than by way of share in profit and capital contribution in the limited liability partnership; The aggregate of the profit sharing ratio of the shareholders of the company in the LLP shall not be less than fifty per cent at any time during the period of five years from the date of conversion; The total sales, turnover or gross receipts in business of the company in any of the three previous years preceding the previous year in which the conversion takes place does not exceed sixty lakh rupees; and No amount is paid, either directly or indirectly, to any partner out of balance of accumulated profit standing in the accounts of the company on the date of conversion for a period of three years from the date of conversion.
c.
d. e. f.
However in case of non compliance of any of the conditions provided as aforesad, the amount of profits or gains arising from the transfer of such capital asset or intangible asset not charged under section 45 by virtue of conditions laid down in the said proviso shall be deemed to be the profits and gains chargeable to tax of the
successor limited liability partnership for the previous year in which the requirements of the said proviso are not complied with.”. *Carry forward and set off of accumulated loss and unabsorbed depreciation allowance, on conversion into LLP: In case of reorganization of business by way of conversion of a Private Company or unlisted Public Company to Limited Liability Partnership, which fulfills the conditions laid down in the proviso to clause (xiiib) of section 47 of the Income Tax Act 1961, the accumulated loss and the unabsorbed depreciation of the predecessor company, shall be deemed to be the loss or allowance for depreciation of the successor limited liability partnership for the purpose of the previous year in which business reorganisation was effected and other provisions of this Act relating to set off and carry forward of loss and allowance for depreciation shall apply accordingly However in case of non compliance of the conditions provided under section 47(xiiib) , the set off of loss or allowance of depreciation made in any previous year in the hands of the successor limited liability partnership, shall be deemed to be the income of the limited liability partnership chargeable to tax in the year in which such conditions are not complied. *Amortization of expenditure incurred under Voluntary Retirement Scheme In case of reorganization of business by way of conversion of a Private Company or unlisted Public Company to Limited Liability Partnership, which fulfills the conditions laid down in the proviso to clause (xiiib) of section 47, the provisions of section 35 DDA of the Income Tax Act 1961 shall, as far as may be, apply to the successor limited liability partnership, as they would have applied to the said company, if reorganisation of business had not taken place, which means that successor LLP shall be allowed to carry forward the expenditure incurred under voluntary retirement scheme by the predecessor company and amortize the same in accordance the provisions of section 35DDA ,while calculating the profit and gains of the business in previous year *Benefit of tax credit in respect of Minimum Alternate Tax (MAT) paid by the Company In case of conversion of a Private Company or unlisted Public Company into a Limited Liability Partnership under the Limited Liability Partnership Act, 2008, the provisions of section 115JAA of the Income Tax Act 1961, providing for credit of MAT paid by the Company in the previous year out of the tax payable in the succeeding years, shall not apply to the successor Limited Liability Partnership. In other words, any benefit of the MAT credit in hands of Private Company or unlisted Public Companies will not be continued in the hands of successor LLP
Who says tax policy and tax planning do not go hand in hand. Here is a live example of frequent tax policy change and failed tax planning without any wrong motives. When the concept of limited liability partnerships was introduced in India two years back, it was advocated that LLPs are a better, easier and tax friendly option, compared to corporate entities . A LLP is typically a business entity which can be called hybrid form of a firm and a company . The Income-Tax Act provides for the same taxation regime for a limited liability partnership as is applicable to a partnership firm. It also provides tax neutrality (subject to fulfillment of certain conditions) to conversion of a private limited company or an unlisted public company into an LLP. LLPs are being taxed as a partnership firms and not as a corporate entity . Also LLPs are not subject to dividend distribution tax , as LLPs do not declare dividend, there being no shareholders. Presently (prior to Finance Bill, 2011), an LLP being treated as a firm for taxation, has the following tax advantages over a company under the Income-tax Act : • • • It is not subject to Minimum Alternate Tax ; It is not subject to Dividend Distribution Tax (DDT); and It is not subject to surcharge.
However, the Finance Bill, 2011 seeks to tax LLPs differently by bringing in special provisions by virtue of a new chapter XII- BA in the Income Tax Act 1961. This chapter contains four sections, viz – Section 115 JC Special provisions for payment of tax by certain LLPs Section 115 JD Section 115 JE Section 115 JF regular Income tax. Tax credit for alternate minimum tax Application of other tax provisions Definition of accountant, alternate minimum tax, LLP and
LLPs shall be subject to alternate minimum tax @ 18.5 percent on the adjusted total income as per the income tax provisions (as against book profit in case of MAT) . However LLPs will be able to enjoy credit of AMT to be carried forward for a period of 10 years, though in the first stance, there will be an outgo of 18.5
tax. It may be noted that MAT is also levied @ 18.5 % as the tax rate has been enhanced from 18% to 18.5 % in the budget. While regular income tax means the income tax payable for a previous year by a LLP on its total income as per the income tax provisions, alternate minimum tax (AMT ) shall be computed on the adjusted total income @ 18.5 percent. Adjusted total income shall be the total income as per income tax provisions in normal course (before giving effect to chapter XII- BA provisions ) as increased by deductions claimed under Chapter VI A (section 80A to 80 VV) in relation to deductions in respect of certain incomes and deduction under section 10AA in respect of newly established units in SEZ. Adjusted total income and AMT shall be computed as under – Total income (as per IT provisions for regular tax) Add deductions under section 80A to 80 VV Add deduction under section 10 AA Adjusted total income AMT @ 18.5 on D A B C --------D ----------E ----------As per the proposed amendment, section 115 JD provides for credit of AMT paid for a period of 10 years thus, The Credit for tax paid by a limited liability partnership under section 115JC shall be the excess of the alternate minimum tax paid over the regular income-tax payable. This shall be allowed to be carried forward up to the tenth payable. This shall be allowed to be carried forward up to the tenth assessment year immediately succeeding the assessment year for which such tax credit becomes allowable and shall be allowed to be set off for an assessment year in which the regular income-tax exceeds the alternate minimum tax to the extent of the excess of the regular income-tax over the alternate minimum tax. Thus, AMT paid could be adjusted in ten following years but no refund is possible. The concept behind LLPs was to encourage corporate culture in India by creation of LLPs by small or medium business entities, corporatisation of professional and consultancy firms including chartered accountants, advocates etc so as to bring such professionals at par with global peers and allow conversion of companies into LLPs so as to reduce paper work and compliances. Taxing LLPs now in the form of AMT is only an after thought with a view to garner more revenue. This will prove to be retrogatory for LLP culture which was gradually picking up. Last fiscal, some of the big business houses also formed LLPs or converted companies into LLP to their advantage accruing from legitimate tax planning. The new tax named alternate minimum tax shall be levied w.e.f. 1 April 2012 and thus shall apply to assessment year 2012-13 and in subsequent years. There will be no AMT levy in assessment year 2011-12 It is clear that Government’s intention to bring this amendment is to protect
revenue which would otherwise have to be foregone in cases of conversion of companies into LLPs. While it is a jolt to such an idea, it is certainly a discouragement to promotion of corporate culture inIndiaand the very purpose for which LLP Act was legislated.
Dated: - March 3, 2011
Discuss this article
Process to Start LLP
doc_120087535.docx
•
Applicability of AMT on LLP
UNION BUDGET 2011-12: LLP’S ARE NOW SUBJECT TO ALTERNATE MINIMUM TAX (AMT) Applicability In order to save revenue on account of companies converting to LLP’s to take benefits of tax exemptions and to rationalize taxation of LLP’s with companies, this Union Budget has proposed to introduce a new Chapter XII-BA under the Income Tax Act 1961 which provides for levy of Alternate Minimum Tax @ 18.5% on the adjusted total income of Limited Liability Partnerships. The effective rate of AMT after taking in account education cess will be 19.05%. As per the provisions of the chapter XII-BA, where the regular income tax payable by a LLP for a particular financial year is less than the corresponding alternate minimum tax computed at the rate of 18.5% on its adjusted total income; such alternate minimum tax shall be deemed to be the income tax liability of such LLP.
Adjusted total income shall be the total income as increased by the deductions claimed under any section included in chapter VI-A ( C ) (deductions in respect of certain income) and deductions claimed under section 10AA (deduction available to SEZ units). AMT VS MAT The concept to AMT is similar to the Minimum Alternate Tax (MAT), as applicable to the Companies but since there is no concept of book profits in case of LLP, the LLP’s will be liable to pay AMT on their adjusted total income (equivalent to adjusted taxable income). Similar to Company, LLP paying AMT can claim its credit for 10 assessment years. But as opposed to Company, LLP will not be liable to pay AMT on those income, which are exempt under provisions of Income Tax like long term capital gain under section 10 (38) and income from dividend under section 10 (34) etc
MAT Section Provision 115JB(1) Chapter – XII-B A Company is required to pay a minimum alternate Tax (MAT) on its book profit, if the income tax payable on the total income, as computed under the income tax act in respect of any previous year relevant to the assessment year commencing on or after 1st April 2011, is less than the MAT.
AMT Section 115JC Chapter XII-BA Where the regular tax payable for a previous year by a limited liability partnership is less than the alternate minimum tax payable for such previous year, the adjusted total income shall be deemed to be the total income of such limited liability partnership and LLP shall be liable to pay income tax on such total income. “Adjusted total income shall be total income as increased by the deductions claimed under any section included in chapter VI-A C (deductions in respect of certain income and deductions claimed under section 10AA (Deduction available to SEZ units). Regular Tax means the tax payable under the income tax act for LLPs excluding the provisions of chapter 115JC.
Rate
18.5% + Surcharge (5%) +Education Cess (3%) i.e. 20% The tax credit to be allowed shall be the difference of the Minimum Alternate tax paid for any assessment year and the amount of tax payable by the assessee on his total income computed in accordance with the other provisions of this Act.
18.5% +Education Cess (3%) i.e 19.05% (Surcharge is not applicable on Limited Liability Partnership) The tax credit is allowed to the extent of the excess of the alternate minimum tax paid over the regular income tax.
Tax Credit
Carrry Tax credit will be carried Tax credit will be carried forward for a Forward of forward for a maximum period maximum period of 10 years from the year in Tax Credit of 10 years from the year in which such credit arose. which such credit arose.
Infrastructure & IT Projects LLP’s which are executing infrastructure projects or are carrying on IT related business and are otherwise eligible for incentives under section 80IA etc. will be badly hit by the applicability of AMT, as till now they were exempt from payment of MAT but they will have to shell out AMT from their pockets. AMT: Hitback for LLP Before the introduction of the Union Budget 2011-12, LLP was considered as very tax effective business vehicle as it was not subject to Minimum Alternate Tax (MAT) and Dividend Distribution Tax (DDT). The introduction of AMT has dented the attractiveness of LLP but not to large extent because LLP with its inherent flexible structure coupled with exemption from DDT still remains a viable form of business for investors in the long run.
Taxation aspect on Conversion to LLP
Capital Gain on conversion of Partnership into LLP LLP and general partnership is being treated as equivalent (except for recovery purpose) in the Act, the conversion from a general partnership firm to an LLP will have no tax implication, if the rights and obligation of the partners remain the same after conversion and if there is no transfer of any asset or liability after conversion. If there is a violation of these conditions , the provision of capital gain will apply.
* Capital Gain on conversion of Company into LLP
The Finance Bill 2010-11 has proposed to insert a new clause (xiiib) under Section 47 of the Income Tax Act, 1961 whereby any transaction concerning transfer of a capital asset or intangible asset by a Private Company or unlisted Public Company to a Limited Liability Partnership as a result of conversion of the company into a Limited Liability Partnership in accordance with the provisions of section 56 or section 57 of the Limited Liability Partnership Act, 2008 would be exempted from the provision of Capital Gain Tax, only if the following conditions are satisfied . a. b. All the assets and liabilities of the Company immediately before the conversion shall become the assets and liabilities of the limited liability partnership; All the shareholders of the Company immediately before the conversion shall become the partners of the limited liability partnership and their capital contribution and profit sharing ratio in LLP should remain in the same proportion as their shareholding in the company on the date of conversion; The shareholders of the company do not receive any consideration or benefit, directly or indirectly, in any form or manner, other than by way of share in profit and capital contribution in the limited liability partnership; The aggregate of the profit sharing ratio of the shareholders of the company in the LLP shall not be less than fifty per cent at any time during the period of five years from the date of conversion; The total sales, turnover or gross receipts in business of the company in any of the three previous years preceding the previous year in which the conversion takes place does not exceed sixty lakh rupees; and No amount is paid, either directly or indirectly, to any partner out of balance of accumulated profit standing in the accounts of the company on the date of conversion for a period of three years from the date of conversion.
c.
d. e. f.
However in case of non compliance of any of the conditions provided as aforesad, the amount of profits or gains arising from the transfer of such capital asset or intangible asset not charged under section 45 by virtue of conditions laid down in the said proviso shall be deemed to be the profits and gains chargeable to tax of the
successor limited liability partnership for the previous year in which the requirements of the said proviso are not complied with.”. *Carry forward and set off of accumulated loss and unabsorbed depreciation allowance, on conversion into LLP: In case of reorganization of business by way of conversion of a Private Company or unlisted Public Company to Limited Liability Partnership, which fulfills the conditions laid down in the proviso to clause (xiiib) of section 47 of the Income Tax Act 1961, the accumulated loss and the unabsorbed depreciation of the predecessor company, shall be deemed to be the loss or allowance for depreciation of the successor limited liability partnership for the purpose of the previous year in which business reorganisation was effected and other provisions of this Act relating to set off and carry forward of loss and allowance for depreciation shall apply accordingly However in case of non compliance of the conditions provided under section 47(xiiib) , the set off of loss or allowance of depreciation made in any previous year in the hands of the successor limited liability partnership, shall be deemed to be the income of the limited liability partnership chargeable to tax in the year in which such conditions are not complied. *Amortization of expenditure incurred under Voluntary Retirement Scheme In case of reorganization of business by way of conversion of a Private Company or unlisted Public Company to Limited Liability Partnership, which fulfills the conditions laid down in the proviso to clause (xiiib) of section 47, the provisions of section 35 DDA of the Income Tax Act 1961 shall, as far as may be, apply to the successor limited liability partnership, as they would have applied to the said company, if reorganisation of business had not taken place, which means that successor LLP shall be allowed to carry forward the expenditure incurred under voluntary retirement scheme by the predecessor company and amortize the same in accordance the provisions of section 35DDA ,while calculating the profit and gains of the business in previous year *Benefit of tax credit in respect of Minimum Alternate Tax (MAT) paid by the Company In case of conversion of a Private Company or unlisted Public Company into a Limited Liability Partnership under the Limited Liability Partnership Act, 2008, the provisions of section 115JAA of the Income Tax Act 1961, providing for credit of MAT paid by the Company in the previous year out of the tax payable in the succeeding years, shall not apply to the successor Limited Liability Partnership. In other words, any benefit of the MAT credit in hands of Private Company or unlisted Public Companies will not be continued in the hands of successor LLP
Who says tax policy and tax planning do not go hand in hand. Here is a live example of frequent tax policy change and failed tax planning without any wrong motives. When the concept of limited liability partnerships was introduced in India two years back, it was advocated that LLPs are a better, easier and tax friendly option, compared to corporate entities . A LLP is typically a business entity which can be called hybrid form of a firm and a company . The Income-Tax Act provides for the same taxation regime for a limited liability partnership as is applicable to a partnership firm. It also provides tax neutrality (subject to fulfillment of certain conditions) to conversion of a private limited company or an unlisted public company into an LLP. LLPs are being taxed as a partnership firms and not as a corporate entity . Also LLPs are not subject to dividend distribution tax , as LLPs do not declare dividend, there being no shareholders. Presently (prior to Finance Bill, 2011), an LLP being treated as a firm for taxation, has the following tax advantages over a company under the Income-tax Act : • • • It is not subject to Minimum Alternate Tax ; It is not subject to Dividend Distribution Tax (DDT); and It is not subject to surcharge.
However, the Finance Bill, 2011 seeks to tax LLPs differently by bringing in special provisions by virtue of a new chapter XII- BA in the Income Tax Act 1961. This chapter contains four sections, viz – Section 115 JC Special provisions for payment of tax by certain LLPs Section 115 JD Section 115 JE Section 115 JF regular Income tax. Tax credit for alternate minimum tax Application of other tax provisions Definition of accountant, alternate minimum tax, LLP and
LLPs shall be subject to alternate minimum tax @ 18.5 percent on the adjusted total income as per the income tax provisions (as against book profit in case of MAT) . However LLPs will be able to enjoy credit of AMT to be carried forward for a period of 10 years, though in the first stance, there will be an outgo of 18.5
tax. It may be noted that MAT is also levied @ 18.5 % as the tax rate has been enhanced from 18% to 18.5 % in the budget. While regular income tax means the income tax payable for a previous year by a LLP on its total income as per the income tax provisions, alternate minimum tax (AMT ) shall be computed on the adjusted total income @ 18.5 percent. Adjusted total income shall be the total income as per income tax provisions in normal course (before giving effect to chapter XII- BA provisions ) as increased by deductions claimed under Chapter VI A (section 80A to 80 VV) in relation to deductions in respect of certain incomes and deduction under section 10AA in respect of newly established units in SEZ. Adjusted total income and AMT shall be computed as under – Total income (as per IT provisions for regular tax) Add deductions under section 80A to 80 VV Add deduction under section 10 AA Adjusted total income AMT @ 18.5 on D A B C --------D ----------E ----------As per the proposed amendment, section 115 JD provides for credit of AMT paid for a period of 10 years thus, The Credit for tax paid by a limited liability partnership under section 115JC shall be the excess of the alternate minimum tax paid over the regular income-tax payable. This shall be allowed to be carried forward up to the tenth payable. This shall be allowed to be carried forward up to the tenth assessment year immediately succeeding the assessment year for which such tax credit becomes allowable and shall be allowed to be set off for an assessment year in which the regular income-tax exceeds the alternate minimum tax to the extent of the excess of the regular income-tax over the alternate minimum tax. Thus, AMT paid could be adjusted in ten following years but no refund is possible. The concept behind LLPs was to encourage corporate culture in India by creation of LLPs by small or medium business entities, corporatisation of professional and consultancy firms including chartered accountants, advocates etc so as to bring such professionals at par with global peers and allow conversion of companies into LLPs so as to reduce paper work and compliances. Taxing LLPs now in the form of AMT is only an after thought with a view to garner more revenue. This will prove to be retrogatory for LLP culture which was gradually picking up. Last fiscal, some of the big business houses also formed LLPs or converted companies into LLP to their advantage accruing from legitimate tax planning. The new tax named alternate minimum tax shall be levied w.e.f. 1 April 2012 and thus shall apply to assessment year 2012-13 and in subsequent years. There will be no AMT levy in assessment year 2011-12 It is clear that Government’s intention to bring this amendment is to protect
revenue which would otherwise have to be foregone in cases of conversion of companies into LLPs. While it is a jolt to such an idea, it is certainly a discouragement to promotion of corporate culture inIndiaand the very purpose for which LLP Act was legislated.
Dated: - March 3, 2011
Discuss this article
Process to Start LLP
doc_120087535.docx