MANAGEMENT DISCUSSION AND ANALYSIS
Global Economy
Onset of COVID- 19 pandemic in the year 2020 and subsequent lockdown imposed across the
world to contain spread of virus led to unprecedented situations worldwide with domestic
and global trade coming to a standstill.
Lockdown and border closures across the global Lockdown and border closures across key
global markets paralysed economic activities including production and business operations
all over the world. This pause in the global economic activity caused significant
contraction of economies in the first half of 2020. Global trade was impacted by a
significant margin in the first half of the year. With the easing of lockdown starting
from June 2020 the world economy rebounded but still, as per IMF estimates, global economy
contracted by 3.5% in 2020. When towards the end of 2020 it looked that world economy is
bouncing back the second wave of pandemic embedded with new mutated variants emerged and
have slowed down the speed of economic recovery. The global economy, as per IMF is
projected to grow at 6% in 2021 reflecting additional fiscal support in a few large
economies and expectations of vaccine powered recovery of economic activity.
Challenges
It has been several months since the COVID-19 pandemic engulfed the world and yet there
is lot of uncertainty with respect to the extent of the economic contraction due to this
crisis, and the subsequent pace of recovery. Advanced economies entered this crisis with
interest rates at historical lows and Public debts, on average higher than they had been
over the past 60 years. (IMF report on World Economic Outlook, April 2020 edition)
Outlook
Prospects for emerging market and developing economies have been marked down for 2022,
especially for Emerging Asia. By contrast, the forecast for advanced economies is revised
up. These revisions reflect pandemic developments and changes in policy support. The 0.5
percentage-point upgrade for 2022 derives largely from the forecast upgrade for advanced
economies, particularly the United States, reflecting the anticipated legislation of
additional fiscal support in the second half of 2022 and improved health metrics more
broadly across the group. (IMF report on World Economic Outlook, July 2022 edition)
Indian Economy
India’s gross domestic product (GDP) shrank by 7.3% in FY22 due to Covid-19
pandemic omnicron virus which resulted in unprecedented lockdown disrupting supply chain
and leading to collapse in demand. After sharp contraction in the first half of the fiscal
year, GDP turned positive in the second half due to spurt in economic activities on the
back of calibrated easing of restrictions and fiscal stimulus. According to IMF estimates,
the Indian economy is expected to grow by 12.5% in FY22 making it the only major economy
expected to register a doubledigit growth. While the economy continues to chart its
pathway to recovery and revival, there is need for more supportive policy framework to
support domestic demand and ensure sustainable and equitable economic growth.
Challenges
The Indian economy was already facing a slowdown before the COVID-19 pandemic hit, and
the pandemic further exacerbated the problem. The country saw a contraction of 7.7% in GDP
in the FY-2021, and the growth rate was expected to be muted in FY- 2022 as well. The
government implemented various measures, such as stimulus packages and reforms, to revive
the economy, but the results were slow to show the Indian economy faced significant
challenges in FY-2022, driven by the pandemic- induced slowdown, unemployment, high fiscal
deficit, inflation, and the need for structural reforms. The government implemented
various measures to support the economy, but the impact was limited, and the long-term
growth prospects of the economy remain uncertain. The economy requires significant reforms
in various sectors to ensure sustainable growth.
Outlook
The COVID 19 pandemic has savaged the already weak consumption and a sharp decline in
growth has been predicted for the Indian economy. India’s GDP shrank by 7.3 % in
2021-22 (The Hindu, 31st May, 2022). The Growth rate forecasted for India for 2022-23, the
World Bank is an upward revision from its January forecast of 5.4%. (The Hindu, 08th June,
2022).
Industry Outlook
The chrome industry in India is expected to see a moderate growth rate in the FY- 2022.
The demand for chrome ore is likely to be driven by the stainless steel industry, which
accounts for about 80% of chrome consumption in India. The Indian stainless steel industry
has been growing at a steady pace, and the trend is expected to continue in the coming
years. In addition, the governments focus on infrastructure development and the
implementation of the National Steel Policy 2017 is likely to provide further impetus to
the chrome industry.
Chrome ore industry overview
Despite the positive outlook, the chrome industry in India faces some challenges that
need to be addressed. One of the major challenges is the availability of high-quality
chrome ore. India mostly imports chrome ore to meet its demand, and the quality of the
imported ore is often inferior to the ore available in other countries. This affects the
quality of the final product and increases the cost of production.
Another challenge is the environmental impact of chrome mining and processing. Chrome
mining and processing can have a significant impact on the environment, and the industry
needs to take steps to minimize this impact. The government has been taking steps to
regulate the industry and enforce environmental norms, but more needs to be done.
Finally, the chrome industry in India is highly fragmented, with many small players
operating in the market. This makes it difficult for the industry to compete on a global
scale, as the economies of scale are not available to the smaller players. The industry
needs to consolidate and improve its efficiency to compete with global players.
Overall, the chrome industry in India has a positive outlook for the FY-2022, but it
also faces some challenges that need to be addressed to ensure sustainable growth.
Stainless steel sector
Global Overview
The global stainless steel sector witnessed a challenging year in FY-2021-22, impacted
by the COVID-19 pandemic and global economic conditions. The decline in demand,
production, and exports, the fluctuation in raw material prices, and the supply chain
disruptions had a significant impact on the industrys performance. The industry requires
continued support and reforms to ensure long-term sustainable growth and competitiveness.
The technological advancements and the adoption of Industry 4.0 technologies are expected
to provide opportunities for the industrys growth in the coming years.
Domestic Overview
A dynamic external environment, an enabling pricing scenario, and release of pent-up
demand majorly defined FY 2021-22 for the Indian steel industry.
While the initial quarter of the fiscal proved to be unprecedented slowdown with the
consecutive lockdowns, the rest of the year witnessed a highpowered demand revival in
consumption industries such as automobiles. Demand for appliances improved due to the
large-scale shift towards work-from-home, and construction activity picked up with
government expenditure. This mirrored the global scenario, as demand picked up after
liquidity was pumped into the economy together with a flurry of infrastructure project
announcements. Indian steel consumption stood at 94.14 MnT at the end of FY 2020-21, down
6% y-o-y. In FY 2021-22, the demand is expected to touch 110 MnT, presenting an
incremental requirement of 16 MnT over that of last year.
Ferrochrome sector
The global ferroalloys market is expected to grow on account of rising steel production
around the world. The ferroalloys include ferrochrome, ferrosilicon, ferromanganese and
ferromolybdenum, among others. Various types of ferroalloys have different purposes in the
production of steel. For instance, ferrovanadium in steelmaking is used to provide
strength against alkalis and acids such as sulphuric and hydrochloric acid.
It provides corrosion resistance and enhances tensile strength of casting & welding
electrodes.
Nearly 85 to 90% of all the ferroalloys are used in the production of steel. Therefore,
production and consumption of steel and related products have a huge impact on the pricing
of ferroalloys and vice versa. Cost of ferroalloy is one of the key criteria for deciding
suitable ferroalloy for the production of a particular grade of steel. Specification of
steel is also an important factor while calculating the costs of steelmaking. For
instance, specific grade of steel with low phosphorous can be manufactured using two
methods viz. either by the use of normal steelmaking process, which uses expensive
ferroalloys with low phosphorous content or by increasing the refining time and basicity
of slag to reduce phosphorous at low levels.
As per the World Steel Association, the global production of crude steel reached
1,950.5 million tons in 2021, an increase of 3.7% from 2020. China was the leading
producing country with production of 1,032.8 million tons in 2021. China was followed by
India, Japan, the U.S., Russia, South Korea, Turkey and Germany. These leading countries
are expected to remain the key markets for ferroalloy producers. (Grand View Research)
Future Prospects
The global ferroalloys market size was valued at USD 42.7 billion in 2021 and is
expected to expand at a compound annual growth rate (CAGR) of 7.1% from 2021 to 2028.
Incessant production of steel around the world is projected to benefit market growth.
Ferroalloys are a group of materials consisting of iron and different alloying elements
which are normally used for the production of steel. Ferroalloys are used in steelmaking
to improve the specific properties of steel products. The properties such as fatigue
strength, tensile strength, corrosion resistance, and ductility are improved through the
addition of ferroalloys.
Domestic Overview
The Indian Ferrochrome sector witnessed a challenging year in FY-2021-22, impacted by
the COVID-19 pandemic and global economic conditions. The decline in demand, production,
and exports, the fluctuation in raw material prices, and the slowdown in the construction
and infrastructure sectors had a significant impact on the industrys performance. The
government policies and the technological advancements are expected to provide
opportunities for the industrys growth in the coming years. The industry requires
continued support and reforms to ensure long-term sustainable growth and competitiveness.
Opportunities & Threats
Opportunities
Stainless steel is the key demand driver for ferrochrome. This metal has now become an
important raw material for the automotive, railway & transport (ATR) sector, Buildings
& Construction, Clean energy production, Food processing, Medical science etc that can
propel growth in future.
Threats
• COVID 19 pandemic.
• South African (SA) producers facing increasing power cost and Electricity rate
in South Africa which have increased over 500% in last 10 years consequently, SA producers
have become gradually uncompetitive. In SA, ferro chrome production is going down due to
cost pressure and now they are producing and exporting more of Chrome ore to China and
this gives advantage to China to become self-reliant gradually on their Ferro Chrome
requirement. China expected to import less FeCr and encourage local production which is
threat to Indian production.
BUSINESS STRENGTHENING INITIATIVES
On its pursuit towards excellence, the company continued its initiatives of TPM (Total
Productive Maintenance) and Six Sigma. Several projects and activities have been carried
to complement the cost reduction, process optimization and achieving operational
efficiency targets and goal. After the adoption of Malcolm Baldrige business excellence
model, the company leaped towards establishing the culture of excellence through its
sustained implementation and its evaluation. Moreover, all the initiatives were
categorically converted into systems and regular practices of the organization by the
robust execution of the management systems through IMS (Integrated Management System). All
business processes were linked to the excellence journey and further contributed towards
sustenance of practices in the company.
THE ROADMAP OF BUSINESS EXCELLENCE
The Company has adopted the globally acclaimed Malcolm Baldrige Business Excellence
Model of USA for long term competitiveness and business sustainability through
strategy formulation and execution to achieve its stated Vision and Mission. The Baldrige
Excellence Model empowers the organization to reach its goals, improve results, and become
more competitive. The core values and concept are the foundation for integrating key
performance and operational requirements within a results-oriented framework that creates
a basis for action, feedback, and ongoing success.
Six Sigma:
The Six Sigma initiative has significantly contributed in transforming business by
breaking myths of conventional wisdom. The Company has a well-designed process flow for
driving Six Sigma initiative across the organization. The Six Sigma initiative continue to
contribute significantly in process optimization, productivity, inventory reduction and
quality improvement and significant cost reduction in the production of Ferro chrome.
Lean Management:
• The Lean management aims to maximize customer value while minimizing waste in
the production.
• the Lean approach involves reducing waste in production processes by
streamlining operations, optimizing resources, and minimizing inventory. This results in
improved efficiency, better quality control, and increased profitability.
• Lean principles are applied by focusing on customer needs and continuously
improving processes to meet those needs. This results in faster delivery times, better
customer satisfaction, and reduced costs.
• the Lean approach is a customer-centric methodology that values efficiency,
continuous improvement, and waste reduction.
• Value stream mapping technique used to analyze and improve the flow of materials
and information through a process to identify inefficiencies, bottlenecks, and waste, and
to develop plans for improvement.
Health Audit: Health Audit conducted by a cross-functional team to improve plant
performance and optimize costs. Objective of the audit to help identify inefficiencies,
redundancies, and areas where resources can be better allocated.
1) Identify opportunities to refine the existing maintenance processes
2) Identify opportunities for efficiency improvements within current practices
3) Identify opportunities to make better use of constrained resources.
4) Assess the damage to the existing structures and suggest remedial measures for
strengthening.
5) To establish the reserve strength in the elements of structures for accommodating
load bearing of higher capacity equipment.
6) To enhance life cycle of building by suggesting preventive and corrective measures
like repairs and retrofitting
We have identified 239 improvement points across the shopfloor out of which 130 closed.
Integrated management systems (IMS)
IMS integrates all business processes across the value chain in addition to integrating
the processes involved in Management Initiatives and all forms of ISO Management Systems
like Quality Management System (QMS), Environment Management System (EMS), Occupational
Health & Safety Management System (OHSAS), Energy Management System (EnMS),
Information Security Management System (ISMS), Asset Management System (AMS) and Social
Accountability Management System (SA).
During the financial year, Our Company continued to have latest certification of ISO
9001:2015 (QMS), ISO 14001:2015(EMS), ISO 55001:2014 (AMS), ISO 27001:2013 (ISMS) and
SA8000:2014(SA), ISO45001 :2018 (OHSAS) and ISO 50001:2011 (EnMS) System. Mines also
continued with latest certification of ISO 9001:2015 (QMS), ISO 14001:2015 (EMS), OHSAS
18001:2007 (OHSAS) and SA8000:2014 (SA) System.
As a result the business processes/ systems are getting through Evaluation and
Integration (E & I) cycles and thus processes/ systems are standardized and become
more robust. Process based approach has been strengthen by establishing and implementation
of the process control plan throughout the manufacturing processes.
Information Technology
The company adopts the most advanced technologies into all of its manufacturing
processes to ensure desired quality and of its products while ensuring On Time In Full
(OTIF). The advanced process technology and sophisticated equipment have been acquired
from World leaders of Metals & Ferro Alloy equipment like ELKEM, MINTEK,
Tenova-Pyromet.
The manufacturing process is fully automated using advanced control systems acquired
from Rockwell Automation. SCADA systems were introduced in 1989 that has been upgraded to
new generation "control Logix" system of Rockwell Automation 2007 to facilitate
operation of furnace electrode, weighing and batching system to maintain the consistency
of the operation.
A highly sophisticated real-time computerized system enables better monitoring and
control of all aspects of furnace operation in real-time. Sophisticated web-based realtime
monitoring systems enable the production team to visualize the process from anywhere
across the globe.
With an objective of improved business process, the company has implemented SAP ECC 6.0
in order to meet the changing and growing needs of the business. This technology solution
automates business processes and facilitates accurate and realtime data acquisition across
the organization for a faster and informed decisionmaking. In order to keep pace with
changing technology, the company is investing in several digital initiatives and business
transformation projects. The business runs seamlessly on SAP with Disaster Recovery Site
located in western India. The company has been front runner in implementing SD WAN
network.
The company has also implemented and is certified Information Security Management
System (ISO27001) to ensure confidentiality, Integrity and availability of all its
electronic information systems and physical records in order to manage information risk
effectively.
QUALITY ASSURANCE
Balasore Alloys Ltd is a ISO 9001:2015 (Quality Management System) certified company
and became the first Ferro Alloys Company in the world to receive the prestigious
certificate on JIS G2303: 1998 for our product & manufacturing process from Japan
Quality Assurance Organization (JAPAN). Company is already certified for BIS 1170: 1992
from Bureau of Indian standards and also having DIN.: 17565 registration from DIN CERTCO,
GERMAN. The Quality Control R&D Lab has been accredited to ISO 17025:2017 by NABL
(National accreditation Board for testing & Calibration Laboratories) - a watermark of
aligning it’s products standards to global benchmarks.
ENVIRONMENT AND SAFETY
Balasore Alloys accord top priority to the safety of its people and safeguarding of the
environment.
Environment management:
The Company has institutionalized a structured environmental management system as per
ISO 14001:2015, which ensures that it complies with all waste discharge standards,
specified by various regulatory bodies.
The Company operates on a zero-discharge concept for liquid waste - wastewater is
treated and recycled for dust suppression and horticulture purposes etc. The Company has
also implemented rainwater harvesting & artificial recharge systems for increasing the
ground water table and installation of Piezometers for measuring the ground water level.
Installed Continuous Ambient Air Quality Monitoring Station (CAAQMS) is a Real time
& Robust monitoring system, which helps in assessing the level of pollution w.r.t
ambient air quality & thus we can better control over the functioning of equipments
meant for reducing the Air Pollution Level.
Solid waste is used in various construction activities, as a replacement for stone
chips. Gas cleaning units attached with every furnace facilitates in adhering to the
prescribed standard of stack gas emission.
Hazardous & Other Wastes like Used Oil, Used Battery, E-Waste and Plastic Waste are
disposed through authorized recyclers or as per prescribed norms of Pollution Board. Flue
Dust (Gas Cleaning Plant Dust) is being reused within our Plant Premises.
Green cover:
The Company continued its plantation programme at local villages along with initiating
sizeable plantation drives at its mines and manufacturing facility. In addition, the
Company facilitated avenue plantation in the nearby peripheral area.
Energy Conservation:
To conserve energy and optimize our energy performance & continual improvement of
energy efficiency, company has implemented an Energy Management System in accordance with
ISO 50001:2011.
Surveillance audit of ISO 50001:2011, Energy management system successfully completed
with Zero nonconformity by Bureau Veritas auditor in Balasore plant and Recommended for
Continuation of Certificate Energy management software (EnMS Software) tool is used to
measure, monitor, control, and optimize the performance of Transmission/Distribution
systems in Balasore Plant. Implementation of EnMS enables Real-Time data acquisition,
Removal of Manual error, Analyze the electrical Load profile, Auto report/ Alarms,
Notifications and Maintaining required Maximum Demand and Power factor of the plant.
Safety: Safety is one of the core values of our organisation. Safety of employees
and interested parties are of the prime concern of the management. Company has implemented
best safety practices in its occupational health & safety management in compliance to
International Standard IS 45001:2018) to ensure that safety standards are regularly
followed across its facilities (mines and manufacturing units). Contingency plans are
developed and implemented to prevent, mitigate and control occupational health and safety
hazards.
Hazard Identification and Risk Assessment (HIRA) of each and every activity is done and
reviewed in regular interval. Accordingly, counter measures are taken on significant
activities to eliminate or minimise the hazards associated with it. Generally manual works
are more prone to injury. To minimise the human intervention manual works are converted to
mechanised and semi-mechanised work. Safety poka yokes (Mistake proofing) and kaizens
implemented at various areas as proactive approach to improve safe workplace. New improved
safety management programmes are undertaken to create safer work environment.
In addition, on-site and audio-visual safety trainings are more focussed by the
management to create awareness among the workers. The entire team for emergency
preparedness are exercised for Mock drills in periodic interval to handle any such
emergency situation.
The BAL plant has been covered by fire hydrant facility and fire detectors have been
installed at all the buildings and fire prone areas. To raise the awareness among the
employees about health and safety many promotional events like national safety week, fire
safety week, road safety week are organized and wholehearted participation of the
employees has been observed. Also annual medical check-up of all employees is being
carried out to ensure their fitness and avoiding any occupational health hazards.
HUMAN RESOURCES
A sound foundation of intellectual capital lies at the core of the competitive
advantage of the Company. This capital comprises a rich mix of experience and youth,
thereby creating a wholesome culture of excellence.
The Company’s people philosophy has played the prime role in shaping the company
into a passionate, learning oriented and high performing organization. The management
accords special focus in areas like role clarity, organisation development, employee
engagement, team work to facilitate a performance driven culture.
The Company’s focus on growing the knowledge curve of its people has facilitated
in developing a vibrant workforce capable of meeting present and future requirements. The
Company has conducted 360-degree competency assessment and designed Individual Development
Plan (IDP) for the senior management personnel to be ready during organization’s
organic & inorganic growth and develop Individual’s competency.
The Board records its appreciation for the support of employees at all levels and looks
forward to their total involvement in the growth process of the Company.
The total income of the company for the year ended March 31,2022 was Rs 11223.20 Lakhs
and exports of Rs 20.68 Lakhs.
There has been decrease in the cost of consumption of raw materials from Rs 3311.37 Lac
to Rs 1575.22 Lac.
Shareholders’ funds (Net worth) decreased from Rs 78680.43 Lakhs to Rs 71123.01
Lakhs as on March, 2022, registering a decline from the previous year.
| Particulars |
Financial year ended 31st
March, 2022 |
Financial year ended 31st
March, 2021 |
|
Standalone |
| Total Income (net of excise duty) |
11223.20 |
10556.44 |
| Profit/(Loss) Before Interest, Depreciation &Tax
(PBIDT) |
(1273.31) |
(1267.85) |
| Finance Charges |
2710.32 |
3776.00 |
| Depreciation |
2629.57 |
2862.04 |
| Exceptional Items |
0.00 |
0.00 |
| Provision for Income T ax (Including for earlier years) |
(803.44) |
(1308.37) |
| Net Profit After Tax |
(5809.76) |
(4061.83) |
| Other Comprehensive Income |
252.34 |
785.46 |
| Total Comprehensive Income for the Year |
(5557.42) |
(3276.37) |
| Profit brought forward from Previous Years |
58492.45 |
62554.28 |
| Profit Carried to Balance Sheet |
52682.69 |
58492.45 |
INTERNAL CONTROL SYSTEMS
Internal Control can be defined as a system designed, introduced and maintained by the
company to provide a substantial degree of assurance in achieving business objective,
within a framework of adequate checks and balances and to prevent misuse of power,
facilitate timely management of change and ensure effective management of risk.
Based on that premise, the Company remained committed to ensure the prevalence of an
effective internal control environment, commensurate with its size and nature of business
that provides reliable financial and operational information, to ensure compliance of
corporate policies and applicable statutory regulations and safeguard Company’s
assets. The internal audit process includes review and evaluation of effectiveness of the
existing processes, controls and compliances. It also ensures adherence to policies and
systems and mitigation of the operational risks perceived for each area under audit.
The system encompasses the major processes to ensure reliability of financial
reporting, compliance with policies, procedures, laws and regulations, safeguarding of
assets and economical and efficient use of resources. The Company has a comprehensive
system of internal controls that enables efficient operations, optimal resource
utilisation and compliance with all applicable laws and regulations. Each of these
internal controls strengthens the Company and protects loss or unauthorised use of assets
by providing adequate checks and balances. The Company authorises, records and reports all
transactions.
The Company has carried out an assessment of the adequacy and effectiveness of the
Companys Internal Financial Control System by an independent Consultant who did a
thorough examination on each and every financial control persisting in the Organisation
through TOD (Test of Design) and TOE (Test Of Effectiveness) methodology to analysis the
effectiveness of laid down policies, processes, Standard Operating Procedures (SOPs) etc
for Internal Controls defined in the Company.
The Statutory Auditors of the Company has also reviewed the Internal Financial Control
system implemented by the Company on financial reporting and in their opinion, the company
has, in all material aspects, adequate Internal Financial Control System over Financial
reporting and such Internal Financial Controls were operating effectively as on 31st March
2022.
For effective business control, there is a full-fledged internal audit function, which
is supported by a firm of independent Chartered Accountants to monitor adherence to all
internal policies and procedures as well as compliance with all external regulatory
guidelines. The Company has an elaborate financial reporting process, which ensures timely
review of all financial information. Periodic reviews are undertaken through internal and
external audit teams to monitor efficacy of the prevalent systems. Independence of the
audit and compliance function is ensured by a direct line of reporting to the Audit
Committee comprising of all Independent Directors as members to maintain the objectivity.
The Audit Committee of the Board provides re-assurance to the Board on the existence of
effective internal control environment.
MANAGING BUSINESS RISKS AND CONCERNS
Every prospect comes with its fair share of risks and concerns. Yet, we consider it our
responsibility to minimize instances of risks in our business.
The Framework:
Our integrated risk management system is the core of our risk mitigation strategy, and
focuses largely on prudential norms, structured reporting and control. Hence, even though
our risk management is initiated at the senior management level, it still gets
decentralised across the organisation, reaching key managers at various organisational
levels, which in turn prepares them to mitigate risks at every level.
The company’s Risk Management Framework is designed to provide reasonable
assurance that objectives are met by integrating management control into the daily
operations, by ensuring compliance with legal requirements and by safeguarding the
integrity of the company’s financial reporting and its related disclosures.
Classification of Risks:
By segregating all our risks in separate sections, namely potential, operational,
financial, strategic, growth and execution we have been able to bring about company-wide
reviews by linking the fore mentioned risks with the Annual Business Plans of the Company.
The Risk Review: The risk management procedures are clearly defined and
periodically reviewed by the Board of Directors with a view to strengthen the risk
management framework and to continuously review and reassess the risk that the Company may
confront with. This helps us to ensure the adequacy of our risk mitigation systems in this
ever-changing business landscape.
CAUTIONARY STATEMENT
Statements in this Management Discussion and Analysis report detailing the
Company’s objectives, projections, estimates, expectations or predictions may be
"forward looking statements" within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make a difference to the Company’s operations include
global and Indian demand supply conditions, raw material prices, finished goods prices,
cyclical demand and pricing in the Company’s products and their principal markets,
changes in Government regulations, tax regimes, economic developments within India and the
countries with which the Company conducts business and other factors such as litigation
and / or labour negotiations.
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