REGISTERED COMPANY NUMBER: |
REGISTERED CHARITY NUMBER: |
Report of the Trustees and |
Financial Statements for the Year Ended 31 January 2024 |
for |
Mercaz Torah Vechesed Limited |
REGISTERED COMPANY NUMBER: |
REGISTERED CHARITY NUMBER: |
Report of the Trustees and |
Financial Statements for the Year Ended 31 January 2024 |
for |
Mercaz Torah Vechesed Limited |
Mercaz Torah Vechesed Limited |
Contents of the Financial Statements |
for the Year Ended 31 January 2024 |
Page |
Report of the Trustees | 1 | to | 3 |
Report of the Independent Auditors | 4 | to | 6 |
Statement of Financial Activities | 7 |
Balance Sheet | 8 |
Cash Flow Statement | 9 |
Notes to the Cash Flow Statement | 10 |
Notes to the Financial Statements | 11 | to | 16 |
Mercaz Torah Vechesed Limited (Registered number: 05336875) |
Report of the Trustees |
for the Year Ended 31 January 2024 |
The trustees who are also directors of the charity for the purposes of the Companies Act 2006, present their report with the financial statements of the charity for the year ended 31 January 2024. The trustees have adopted the provisions of Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019). |
OBJECTIVES AND ACTIVITIES |
Objectives and aims |
The charity was formed for the advancement of religion in accordance with the orthodox Jewish faith, orthodox Jewish religious education and the relief of poverty and infirmity amongst members of the othodox Jewish community. |
The charity is also actively involved in raising funds for general education, and to this end made substantial grants in the year under review. |
Significant activities |
The Charity continued to procure significant donations from donors in the sum of £1,233,850 and made significant grants to institutions in the sum of £1,256,401. |
Public benefit |
The trustees confirm their compliance with the duty to have regard to the Public Benefit guidance published by the Charity Commission when reviewing the Charity's aims and objectives in planning future activities. |
Grantmaking |
Grants are made to charitable institutions and organisations which accord with objects of the Charity. |
Volunteers |
During the period, the charity did not have any volunteers to help with the objective of the Charity. |
ACHIEVEMENT AND PERFORMANCE |
Development, activities and achievement this period |
The trustees consider that the performance of the charity this year has been most satisfactory. Substantial funds have been granted to institutions during the period from contributions received from donors. |
The Statement of Financial Activities shows a deficit of £52,466 after making total grants of £1,256,401 and the reserves stand at £73,624. |
Internal and external factors |
The trustees have made a full assessment of the internal and external factors that may affect these financial statements and do not deem any factors material enough to have an impact. |
FINANCIAL REVIEW |
Principal funding sources |
Mercaz Torah Vechesed Limited is pleased and fortunate to receive donations from a number of organisations. |
Overall the charity has experienced a good year and hopes it will continue to do so next year. |
Reserves policy |
The charity does not maintain a reserve policy, as reserves are distributed when they become available, at the trustees' discretion. The presemt level of funding is adequate to support the continuation of its objects and the trustees consider the financial position of the charity to be satisfactory. |
FUTURE PLANS |
The trustees plan to maximise the level of donations received whilst continuing to make distributions in accordance with their grant making policy and to ensure that an appropriate level of reserves is maintained. |
Mercaz Torah Vechesed Limited (Registered number: 05336875) |
Report of the Trustees |
for the Year Ended 31 January 2024 |
STRUCTURE, GOVERNANCE AND MANAGEMENT |
Governing document |
The charity is controlled by its governing document, the memorandum and articles of association, and constitutes a limited company, limited by guarantee, as defined by the Companies Act 2006. |
Recruitment and appointment of new trustees |
It is not the intention of the trustees of the charity to appoint any new trustees. Should the situation change in the future, the trustees will apply suitable recruitment, induction and training procedures. |
Organisational structure |
The Chief Executive of the charity is Mr J Ostreicher, to whom day to day management of the charity has been delegated. |
The entire board meets on a regular basis, at least quarterly, or more if required. |
Wider network |
At present Mercaz Torah Vechesed Limited does not consider itself part of a wider network. |
Risk management |
The trustees have identified and reviewed the major risks to which the charity is exposed. Both manual and automated checks are regularly invoked, particularly those relating to the operations and finance of the charity. The trustees are satisfied that these systems and procedures manage any perceived risks. |
REFERENCE AND ADMINISTRATIVE DETAILS |
Registered Company number |
Registered Charity number |
Registered office |
Trustees |
Company Secretary |
Auditors |
Statutory Auditor |
5 North End Road |
London |
NW11 7RJ |
STATEMENT OF TRUSTEES' RESPONSIBILITIES |
The trustees (who are also the directors of Mercaz Torah Vechesed Limited for the purposes of company law) are responsible for preparing the Report of the Trustees and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". |
Mercaz Torah Vechesed Limited (Registered number: 05336875) |
Report of the Trustees |
for the Year Ended 31 January 2024 |
STATEMENT OF TRUSTEES' RESPONSIBILITIES - continued |
Company law requires the trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charitable company and of the incoming resources and application of resources, including the income and expenditure, of the charitable company for that period. In preparing those financial statements, the trustees are required to |
- | select suitable accounting policies and then apply them consistently; |
- | observe the methods and principles in the Charity SORP; |
- | make judgements and estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will continue in business. |
The trustees are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the charitable company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
In so far as the trustees are aware: |
- | there is no relevant audit information of which the charitable company's auditors are unaware; and |
- | the trustees have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information. |
AUDITORS |
The auditors, Martin+Heller, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
Approved by order of the board of trustees on |
Report of the Independent Auditors to the Members of |
Mercaz Torah Vechesed Limited |
Opinion |
We have audited the financial statements of Mercaz Torah Vechesed Limited (the 'charitable company') for the year ended 31 January 2024 which comprise the Statement of Financial Activities, the Balance Sheet, the Cash Flow Statement and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. |
In our opinion the financial statements: |
- | give a true and fair view of the state of the charitable company's affairs as at 31 January 2024 and of its incoming resources and application of resources, including its income and expenditure, for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the trustees' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the charitable company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the trustees with respect to going concern are described in the relevant sections of this report. |
Other information |
The trustees are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Report of the Independent Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Report of the Trustees for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Trustees has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Mercaz Torah Vechesed Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Trustees. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of trustees' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the trustees were not entitled to take advantage of the small companies exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Trustees. |
Responsibilities of trustees |
As explained more fully in the Statement of Trustees' Responsibilities, the trustees (who are also the directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the trustees are responsible for assessing the charitable company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so. |
Our responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Independent Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Report of the Independent Auditors to the Members of |
Mercaz Torah Vechesed Limited |
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
- We assess compliance with applicable laws and regulations that could reasonably be expected to have a |
material effect on the financial statements. The key laws and regulations we have considered in this context included the Charities SORP (FRS 102). In addition, we have considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations identified above.We discussed with management the extent of compliance with those laws and regulations as part of our audit procedures. |
- We address the risk of fraud through management override of controls, by obtaining an understanding of internal control and by designing audit procedures that are appropriate and sufficient. We evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and judgements made by management. We identified and assessed any significant transactions that are unusual or outside the normal course of business, and we incorporated testing of manual journal entries and corrections into our audit approach. |
-Our audit procedures were designed to identify and assess risks of material misstatement in the financial |
statements, whether due to fraud or error. The risk of not detecting a material misstatement due to fraud is higher |
than the risk of not detecting one resulting from error, as fraud may involve collusion, forgery, omissions, misrepresentations, or management override of controls. We communicated identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. The engagement partner considers the engagement team collectively had the appropriate competence and capabilities to identify or recognize non-compliance with laws and regulations. |
-There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through collusion. Our responsibility is to conclude whether the financial statements represent the underlying financial position and activities of the charity and to ensure that the overall content and presentation of the financial statements gives a fair view. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Independent Auditors. |
Use of our report |
This report is made solely to the charitable company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charitable company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditor |
London |
NW11 7RJ |
Mercaz Torah Vechesed Limited |
Statement of Financial Activities |
for the Year Ended 31 January 2024 |
31.1.24 | 31.1.23 |
Unrestricted |
fund | Total funds |
Notes | £ | £ |
INCOME AND ENDOWMENTS FROM |
Donations and legacies | 2 |
EXPENDITURE ON |
Raising funds | 3 |
Charitable activities | 4 |
Total |
NET INCOME/(EXPENDITURE) | ( |
) | ( |
) |
RECONCILIATION OF FUNDS |
Total funds brought forward |
TOTAL FUNDS CARRIED FORWARD | 126,090 |
Mercaz Torah Vechesed Limited (Registered number: 05336875) |
Balance Sheet |
31 January 2024 |
31.1.24 | 31.1.23 |
Unrestricted |
fund | Total funds |
Notes | £ | £ |
CURRENT ASSETS |
Debtors | 10 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 11 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
NET ASSETS |
FUNDS | 12 |
Unrestricted funds | 126,090 |
TOTAL FUNDS | 126,090 |
These financial statements have been prepared in accordance with the provisions applicable to charitable companies subject to the small companies regime. |
The financial statements were approved by the Board of Trustees and authorised for issue on |
Mercaz Torah Vechesed Limited |
Cash Flow Statement |
for the Year Ended 31 January 2024 |
31.1.24 | 31.1.23 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | (37,466 | ) | (25,730 | ) |
Net cash used in operating activities | (37,466 | ) | (25,730 | ) |
Change in cash and cash equivalents in the reporting period |
(37,466 |
) |
(25,730 |
) |
Cash and cash equivalents at the beginning of the reporting period |
93,170 |
118,900 |
Cash and cash equivalents at the end of the reporting period |
55,704 |
93,170 |
Mercaz Torah Vechesed Limited |
Notes to the Cash Flow Statement |
for the Year Ended 31 January 2024 |
1. | RECONCILIATION OF NET EXPENDITURE TO NET CASH FLOW FROM OPERATING ACTIVITIES |
31.1.24 | 31.1.23 |
£ | £ |
Net expenditure for the reporting period (as per the Statement of Financial Activities) |
(52,466 |
) |
(20,730 |
) |
Adjustments for: |
Decrease/(increase) in debtors | 15,000 | (5,000 | ) |
Net cash used in operations | (37,466 | ) | (25,730 | ) |
2. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1/2/23 | Cash flow | At 31/1/24 |
£ | £ | £ |
Net cash |
Cash at bank | 93,170 | (37,466 | ) | 55,704 |
93,170 | (37,466 | ) | 55,704 |
Total | 93,170 | (37,466 | ) | 55,704 |
Mercaz Torah Vechesed Limited |
Notes to the Financial Statements |
for the Year Ended 31 January 2024 |
1. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements of the charitable company, which is a public benefit entity under FRS 102, have been prepared in accordance with the Charities SORP (FRS 102) 'Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019)', Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
Income |
All income is recognised in the Statement of Financial Activities once the charity has entitlement to the funds, it is probable that the income will be received and the amount can be measured reliably. |
Expenditure |
Liabilities are recognised as expenditure as soon as there is a legal or constructive obligation committing the charity to that expenditure, it is probable that a transfer of economic benefits will be required in settlement and the amount of the obligation can be measured reliably. Expenditure is accounted for on an accruals basis and has been classified under headings that aggregate all cost related to the category. Where costs cannot be directly attributed to particular headings they have been allocated to activities on a basis consistent with the use of resources. |
Grants offered subject to conditions which have not been met at the year end date are noted as a commitment but not accrued as expenditure. |
Tangible fixed assets |
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
Computer equipment | - |
Taxation |
The charity is exempt from corporation tax on its charitable activities. |
Fund accounting |
Unrestricted funds can be used in accordance with the charitable objectives at the discretion of the trustees. |
Restricted funds can only be used for particular restricted purposes within the objects of the charity. Restrictions arise when specified by the donor or when funds are raised for particular restricted purposes. |
Further explanation of the nature and purpose of each fund is included in the notes to the financial statements. |
Mercaz Torah Vechesed Limited |
Notes to the Financial Statements - continued |
for the Year Ended 31 January 2024 |
2. | DONATIONS AND LEGACIES |
31.1.24 | 31.1.23 |
£ | £ |
Donations |
3. | RAISING FUNDS |
Raising donations and legacies |
31.1.24 | 31.1.23 |
£ | £ |
Telephone |
Functions | 25,629 | 7,354 |
26,887 | 10,882 |
4. | CHARITABLE ACTIVITIES COSTS |
Grant |
funding of |
activities | Support |
(see note | costs (see |
5) | note 6) | Totals |
£ | £ | £ |
Charitable activities | 1,256,401 | 3,028 | 1,259,429 |
5. | GRANTS PAYABLE |
31.1.24 | 31.1.23 |
£ | £ |
Charitable activities | 1,256,401 | 1,394,138 |
The total grants paid to institutions during the year was £1,256,401 (2023: £1,394,138). |
Adnei Hakodesh | 479,130 |
Ohr Haganuz Maseh Rokeach | 189,968 |
Yeshuos shabbos | 260,910 |
Parshat Mordchai | 145,660 |
Beis malka trust | 50,050 |
Less than £50,000 | 130,682 |
Grand Total | 1,256,401 |
Mercaz Torah Vechesed Limited |
Notes to the Financial Statements - continued |
for the Year Ended 31 January 2024 |
6. | SUPPORT COSTS |
Governance |
Finance | costs | Totals |
£ | £ | £ |
Charitable activities | 1,828 | 1,200 | 3,028 |
7. | TRUSTEES' REMUNERATION AND BENEFITS |
There were no trustees' remuneration or other benefits for the year ended 31 January 2024 nor for the year ended 31 January 2023. |
Trustees' expenses |
There were no trustees' expenses paid for the year ended 31 January 2024 nor for the year ended 31 January 2023. |
8. | COMPARATIVES FOR THE STATEMENT OF FINANCIAL ACTIVITIES |
Unrestricted |
fund |
£ |
INCOME AND ENDOWMENTS FROM |
Donations and legacies |
EXPENDITURE ON |
Raising funds |
Charitable activities |
Total |
NET INCOME/(EXPENDITURE) | ( |
) |
RECONCILIATION OF FUNDS |
Total funds brought forward |
TOTAL FUNDS CARRIED FORWARD | 126,090 |
Mercaz Torah Vechesed Limited |
Notes to the Financial Statements - continued |
for the Year Ended 31 January 2024 |
9. | TANGIBLE FIXED ASSETS |
Computer |
equipment |
£ |
COST |
At 1 February 2023 and 31 January 2024 |
DEPRECIATION |
At 1 February 2023 and 31 January 2024 |
NET BOOK VALUE |
At 31 January 2024 |
At 31 January 2023 |
10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.1.24 | 31.1.23 |
£ | £ |
Other debtors | 40,000 | 55,000 |
11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.1.24 | 31.1.23 |
£ | £ |
Other creditors |
Accrued expenses |
12. | MOVEMENT IN FUNDS |
Net |
movement |
At 1/2/23 | in funds | At 31/1/24 |
£ | £ | £ |
Unrestricted funds |
General fund | 126,090 | (52,466 | ) | 73,624 |
TOTAL FUNDS | (52,466 | ) | 73,624 |
Net movement in funds, included in the above are as follows: |
Incoming | Resources | Movement |
resources | expended | in funds |
£ | £ | £ |
Unrestricted funds |
General fund | 1,233,850 | (1,286,316 | ) | (52,466 | ) |
TOTAL FUNDS | ( |
) | (52,466 | ) |
Mercaz Torah Vechesed Limited |
Notes to the Financial Statements - continued |
for the Year Ended 31 January 2024 |
12. | MOVEMENT IN FUNDS - continued |
Comparatives for movement in funds |
Net |
movement |
At 1/2/22 | in funds | At 31/1/23 |
£ | £ | £ |
Unrestricted funds |
General fund | 146,820 | (20,730 | ) | 126,090 |
TOTAL FUNDS | 146,820 | (20,730 | ) | 126,090 |
Comparative net movement in funds, included in the above are as follows: |
Incoming | Resources | Movement |
resources | expended | in funds |
£ | £ | £ |
Unrestricted funds |
General fund | 1,388,206 | (1,408,936 | ) | (20,730 | ) |
TOTAL FUNDS | 1,388,206 | (1,408,936 | ) | (20,730 | ) |
A current year 12 months and prior year 12 months combined position is as follows: |
Net |
movement |
At 1/2/22 | in funds | At 31/1/24 |
£ | £ | £ |
Unrestricted funds |
General fund | 146,820 | (73,196 | ) | 73,624 |
TOTAL FUNDS | 146,820 | (73,196 | ) | 73,624 |
A current year 12 months and prior year 12 months combined net movement in funds, included in the above are as follows: |
Incoming | Resources | Movement |
resources | expended | in funds |
£ | £ | £ |
Unrestricted funds |
General fund | 2,622,056 | (2,695,252 | ) | (73,196 | ) |
TOTAL FUNDS | 2,622,056 | (2,695,252 | ) | (73,196 | ) |
Mercaz Torah Vechesed Limited |
Notes to the Financial Statements - continued |
for the Year Ended 31 January 2024 |
13. | RELATED PARTY DISCLOSURES |