Vadilal Dairy International Ltd
Directors Reports
To
The Members, Vadilal Dairy International Limited
Your Directors are pleased to present the Thirty Sixth Annual Report on the
business and operations of M/s Vadilal Dairy International Limited (the Company')
along with the Audited Financial Statements for the year ended
March 31, 2023.
FINANCIAL HIGHLIGHTS:
|
(Rs. In Lacs) |
PARTICULARS |
2022-2023 |
2021-2022 |
Profit Before Depreciation and Financial |
|
|
Charges |
96.90 |
50.94 |
Less: Depreciation and amortization |
195.81 |
220.88 |
Financial cost |
16.15 |
8.85 |
Profit before Exceptional Items and Tax |
(114.93) |
(178.79) |
Exceptional Items |
-- |
-- |
Profit Before Tax |
(114.93) |
(178.79) |
Provision for Deferred Tax (Asset) |
(26.83) |
(26.68) |
Less: Current Tax |
|
|
Profit After Tax |
(88.10) |
(152.11) |
STATE OF COMPANY'S AFFAIRS:
The Company has earned revenue from the operations of Rs. 2882.61/- lakhs during the
year ended on 31st March, 2023 as against Rs. 1796.74/- Lakhs during the
previous year ended on 31st March, 2022.
The Company reported Loss of Rs. 114.93 /- lacs during the year ended on 31st March,
2023 as compared to the loss of Rs. 178.79 /- lacs during the previous year ended on 31st
March, 2022.
The Company's EPS is Rs.(2.76) for the year ended 31st March,2023 as
compared to Rs. (4.76) for the previous year ended 31st March,2022.
BUSINESS OUTLOOK:
The Company expects to improve its performance by achieving targets and the approach
would be to continue with the growth momentum while balancing risk.
SHARE CAPITAL:
The Authorized Share Capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crores)
and the Paid up capital of the Company is Rs. 3,19,41,500 (Rupees Three Crores Nineteen
Lakh Forty One Thousand and Five Hundred).
During the year no changes took place in Share Capital of the Company.
EXTRACT OF ANNUAL RETURN:
Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available
on company's website at https://www.vadilalicecream.com/index.html
DIVIDEND:
In order to conserve the resources and for further growth of the Company, the
Management does not propose to pay any dividend for the Financial Year ended 31st
March, 2023.
TRANFER TO RESERVES:
The Board does not propose transfer of any amount to Reserves for the Financial Year
2022-2023.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
During the year under review, there are no material changes and commitments affecting
the Financial Position of the Company which has occurred between the end of the Financial
Year to date of the Report.
The Company's shares were listed at Bombay Stock Exchange (BSE) in the year
1994-95 and were suspended from trading in the year 2002. The company is regularly
complying with the Regulations of BSE Limited & SEBI.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
There was no change in the composition of Board of Directors and in the Key Managerial
Personnel during the year under review.
Mrs. Bela Gandhi is liable to retire by rotation at the 36th Annual General
Meeting in terms of Section 152 read with Section 149(13) of the Companies Act 2013 and
the said Director has offered herself for reappointment.
The resolution for her reappointment is incorporated in the Notice of the ensuing
Annual General Meeting and the brief profile and other information as required under
Regulation 36(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015
("Listing Regulations") relating to her forms part of the Notice of ensuing
Annual General Meeting.
TRANSACTION WITH RELATED PARTIES:
There are some transactions with related parties which fall under the scope of the
Section 188 (1) of the Act. Information on transactions with related parties pursuant to
section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014
are given in "Annexure A" in Form AOC -2 and forms part of this report.
CASH FLOW STATEMENT:
In conformity with provisions and Regulation 34 (2) (c) of the SEBI (Listing Obligation
and Disclosure Requirements) Regulations 2015, the cash flow statement for the year ended
on March 31, 2023 is attached as a part of the Annual Accounts of the Company.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The Company has adequate internal controls and processes in place with respect to
financial statements which provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements. The company has a
mechanism of testing the control at regular interval for testing the operating
effectiveness, to ascertain the reliability and authenticity of financial information, for
safeguarding the assets, for prevention and detection of frauds and errors, for accuracy
and completeness of accounting record and for timely preparation of financial information
and it also conducts physical verification of inventory, Fixed assets and cash on hand and
matches them with the books of accounts.
Your Company has in place, adequate internal financial control with reference to
financial statements, commensurate with size, scale and complexity of its operations.
During the year, such control was tested and no reportable material weakness in design or
operation was observed.
Your Audit committee of the Board of Directors is actively taking part in reviewing the
adequacy and effectiveness of internal financial control system and suggests the
improvements to strengthen the same.
DETAILS OF SUBSIDARY/ JOINT VENTURES / ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Company, Joint Ventures or Associate Companies
as per provisions of Companies Act, 2013.
PREVENTION OF SEXUAL HARASSMENT:
Your Company has laid down a Sexual Harassment Policy. The company has zero tolerance
on sexual harassment at workplace. During the year under review, there was no case
pursuant to the sexual harassment at Workplace (Prevention, Prohibition and Redressed)
Act, 2013 and there were no cases pending to be addressed / resolved either at the
beginning or at the end the year.
DEPOSITS:
Your Company has neither invited nor accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014 including any statutory modification(s) or re-enactment (s) thereof for the time
being in force.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:
The Company has not given any loans or guarantees covered under the provisions of
Section 186 of the Companies Act, 2013 and Rules made there under.
The details of the investments made by the Company are given in the Notes to Financial
Statements.
DECLARATION BY AN INDEPENDENT DIRECTOR(S):
All the Independent Directors of the Company have declared that they meet the criteria
of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and
Regulation 16(1) (b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation,
2015 which have been relied by the Company and were placed at the Board Meeting.
FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015, a structured questionnaire was prepared after
taking into consideration the various aspects of the Board's functioning, composition of
Board and its committee, culture, execution and performance of specific duties,
obligations and governance. The performance evaluation of the independent directors was
completed. The performance evaluation of chairman and the non independent director was
carried by the Independent director. The Board of directors expressed their satisfaction
with the evaluation process.
REMUNERATION POLICY:
The Board of Directors has framed a policy which lays down a framework in relation to
Remuneration of Directors and Key Managerial Personnel of the Company. This policy amongst
others lays down the criteria for selection and appointment of Board of Directors. The
Details of the policy is posted on website www.vadilalicecream.com
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
In compliance with the requirement of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 the Company has put in place a familiarization programme
for the Independent Directors to familiarize them with their role, rights and
responsibilities as Directors, the working of the Company , changes in the regulatory
environment, etc. Details of familiarization program are provided on website of Company www.vadilalicecream.com.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:
i). in the preparation of the accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
ii) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
of the Company for that period;
iii). they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv) they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were generally operating
effectively;
vi) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
MANAGERIAL REMUNERATION:
The Statement of Disclosure of Remuneration under Section 197 of the Companies Act,
2013 and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is as under:
1. The Ratio of the remuneration of each Director to the median of the employees of the
Company and percentage increase in remuneration of Directors is as follows:
Remuneration of Directors:
Name |
Title |
% Increase/ Decrease in the remuneration for the year ended 31st
March, 2023 |
Ratio as related to employees for the F.Y.2022- 23 remuneration |
Shailesh Gandhi |
Managing Director |
100% |
6.018:1 |
Bela Gandhi |
Executive Director |
100% |
6.018:1 |
Rahil Gandhi |
Whole Time Director |
100% |
9.36 :1 |
Sandip Patil |
Executive Director |
100% |
2.768:1 |
Note:
The above Executive Directors of the Company were not paid any amount as Remuneration
during Financial Year 2021-22 and Thus % increase in remuneration is 100% for the
F.Y.2022-23.
1. As on 31st March, 2023 there were total of 99 employees on the roll of the Company
for the year ended 31-03-2023.
2. Increase in remuneration depends upon factors like Company performance, Bench
Marking, Inflationary trends, talent availability, turnover and regulatory provisions part
from the individual performance of employees.
3. The Company affirms that the remuneration is as per the remuneration policy.
STATUTORY AUDITORS AND AUDITORS REPORT:
The Company has appointed M/s. PVM & Company as Statutory Auditor of the Company to
hold office for a term of 5 years till the conclusion of the Annual General Meeting to be
held in the financial year 2027.
M/s PVM & Company have given a written confirmation to the Company to the
effect that their appointment, if made would satisfy the criteria provided in Section 141
Companies Act 2013 and would also be in conformation within the limits specified in
Section 139 of the Companies Act , 2013.
The Notes on Financial Statement referred to in Auditors Report are self explanatory
and do not call for any further comments. The Auditors Report does not contain any
qualifications, reservations, or adverse remarks.
SECRETARIAL AUDITOR:
Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed M/s. SG & Associates, Practicing Company Secretaries to undertake the
Secretarial Audit of the Company for the year. The Secretarial Audit report is annexed
herewith as "Annexure B".
Observations by secretarial auditor:
1. The Share Holding of Promoter Group is not held in dematerialized form as on date
and the Company is in the process of dematerialising the same.
2. The Company has not appointed Company Secretary as per the provisions of Sec 203 of
the Companies Act, 2013.
3. The Independent Directors of the Company are not registered on IICA Portal.
Explanation by the management:
1. The Company has communicated to the Shareholders to get their Shares
dematerialized and the same is mentioned in the Annual Report also.
2. The Company is in process of appointing a suitable candidate for the post of Company
Secretary.
3. The Company is in process of getting the independent Directors registered on IICA
Portal.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report forms an integral part of this Report and
gives details of overall industry structure, economic developments, performance and state
of affairs of the Company's business.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation, technology absorption, foreign exchange
earnings and outgo, as required to be disclosed under Section 134 (3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to the
conservation of energy and technology. The same is attached in "Annexure C".
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND
EMPLOYEES:
The Company has a vigil mechanism and has adopted Whistle Blower Policy to deal with
instance of fraud and mismanagement, if any. In staying true to our values of Strength,
Performance and Passion and in line with our vision of being one of the most respected
companies in India, the Company is committed to the high standards of Corporate Governance
and stakeholder responsibility.
The Whistle Blower Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be met out to any person for a
genuinely raised concern.
The Code of conduct for the Board of Directors and Senior Management states that
Directors and Senior Managers of the Company shall endeavor to promote ethical behavior
and to provide opportunity to employees to report violation of laws, rules, regulations or
code of conduct and policy directives adopted by the Company to the appropriate personnel
without fear of retaliation of any kind for reports made by the employees in good faith.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. As the Equity shares of the Company are suspended at BSE
Limited there was no trading of shares during the year. However all Directors and the
designated employees have confirmed compliance with the Code.
RISK MANAGEMENT:
The Company has a well defined process to ensure risk is identified and steps to treat
them are put in place at the right level in the management.
The Companys risk management framework is based on a clear understanding of
various risks, disciplined risk assessment and measurement procedure and continuous
monitoring. The policies and procedure established for this purpose are continuously
benchmarking with international best practice. The risk management process is continuously
improved and adapted to the changing global risk scenario. The risks identified are
updated along with the mitigation plans as part of annual planning cycle. The senior
leadership team reviews the status of initiatives as part of business review meetings.
ENVIRONMENT AND SAFETY:
Your company has adopted all essential Techniques, Mechanisms and International
Standard Measures for the Safety and Protection of workers at factory of the company. Your
company has consistently emphasized sustainability in use of natural and non renewable
resources. Within the factory the efforts are on going to continuously assess and improve
operational efficiencies, minimize consumption of water , energy and emission of CO2 even
as production volume are maximized. Within the factory your Company constantly evaluates
new initiatives that could reduce waste and emissions and actively engages the employees
to increase awareness about the need to sustain the environment. Your Company believes
that safety practices are important in every activity, function and location wherever the
employees are engaged, and is committed to maintaining the safety culture.
CORPORATE SOCIAL RESPONSIBLITY (CSR):
During the year under review, the Company has not made any provision for the CSR
Expenditure as it is not covered under the conditions as prescribed under Section 135 (1)
of the Companies Act, 2013. However, the Corporate
Social Responsibility policy is available on the Company's website viz., www.vadilalicecream.com
PARTICULARS OF EMPLOYEES:
During the Year under report, your Company has not employed any person who is in
receipt of remuneration in excess of the limits specified under Section 197 of the Act
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
The details required as per Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is disclosed in Directors report. As per provisions of
Section 136(1) of the Companies Act, 2013, the Annual Report excluding the information
required as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 on employees particulars is being sent to the Members which, is
however available for inspection at the Registered Office of the Company during the
working hours of the Company upto the date of ensuing Annual General Meeting. If any
member is interested in obtaining such information may write to the Company Secretary in
this regard.
CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015, a Report on Corporate Governance is not applicable to the Company as it
does not fall under the criteria of Paid up Share Capital of Rs. 10 Crore and Turnover of
Rs. 25 Crore. But certain important points have been highlighted as below:
Meeting of Board of Directors and Other Committee Meetings:
Board Meeting:
The Board of Directors comprises of Nine Directors, four are Executive and five are
Non- Executive Directors. The Chairman of the Board is Executive Director.
Details of Directors constituting the Board, their attendance at the Board Meetings of
the Company are as follows:
30-05-2022 |
12-08-2022 |
29-08-2022 |
14-11-2022 |
14-02-2023 |
|
Sr. No. Name of Designation Director |
Attendance in Meetings Held |
Board Attendance |
|
|
in Annual Attended |
last General Meeting |
1. Shailesh R Managing Gandhi Director |
5 |
5 |
Yes |
2. Rahil S Gandhi Whole Time Director (Executive) |
5 |
5 |
Yes |
3. Bela S Gandhi Director |
5 |
5 |
Yes |
4. Sandeep Patil Executive Director |
5 |
5 |
Yes |
5. Subhashchandra Independent Patil Director (Non- executive) |
5 |
5 |
Yes |
6. Vishnu Barhate Independent Director (Non- executive) |
5 |
5 |
Yes |
7. Mahesh Pandya Independent Director (Non- executive) |
5 |
5 |
Yes |
8. Ankush Garde Independent Director (Non- executive) |
5 |
5 |
Yes |
9. Mahesh Kelkar Independent - Director (Non- executive) |
5 |
5 |
Yes |
Vishnu Barhate & Mr. Sandip Patil resigned on 14th August,2023.
Audit Committee:
The composition of the Audit Committee is in alignment with the provisions of Section
177 of the Companies Act, 2013 read with the Rules issued there under and Regulation 18 of
SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.
The details of meetings, composition and attendance of Members of the Committee are as
follows:
Four Audit Committee meetings were held as follows:
30-05-2022 |
12-08-2022 |
14-11-2022 |
14-02-2023 |
Attendance at the Audit Committee:
Sr. No. Name of Directors |
Designation |
Attendance In Audit Committee |
|
|
Held |
Attended |
1. Shailesh Gandhi |
Managing Director |
4 |
4 |
2. Vishnu Barhate |
Non- Executive, Independent Director (Member) |
4 |
4 |
3. Subhashchandra Patil |
Non Executive Director (Chairman) |
4 |
4 |
Nomination and Remuneration Committee:
The Committee has the overall responsibility of approving and evaluating the Nomination
and Remuneration plans, policies and programs for Executive/ Non Executive Directors.
The composition of the Nomination and Remuneration Committee of the Board of Directors
of the Company along with the details of meeting held and attended by the Members of the
Committee during the Financial Year 2022-2023 is detailed below: The Nomination and
Remuneration Committee meeting were held on the following dates:
Stakeholders Relationship Committee:
The Committee has to mandate to review and redress Shareholder grievance including
Complaints related to Non- Receipt of Securities/ Share Certificate, Non- Receipt of
Balance Sheet, Dividends, etc. The Committee reviews Shareholders' complaints and
Resolution thereof.
The Composition of the Stakeholders Relationship Committee is in compliance with the
provisions of Section 178 of the Companies Act, 2013 read with rules issued there under
and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirement) Regulation,
2015.
The constitution of the Stakeholders Relationship Committee of the Board of Directors
of the Company along with the details of the meetings held and attended by the Members of
the Committee during the Financial Year 2022-23 is detailed below:
30-05-2022 |
12-08-2022 |
14-11-2022 |
14-02-2023 |
The details of Complaints received and resolved during the Year ended 31st
March, 2023 are as follows:
No. of Complaints Received- 14 No. of Complaints Resolved- 14 No. of Complaints
Pending- 0
Independent Directors:
The Independent Directors meet without the presence of Non- Independent Directors.
These meetings are formal and enable the Independent Directors to interact and discuss
matters including review of performance of the Non- Independent Directors and the Board as
a whole, review the performance of the Chairman of the Company, taking into account views
of Executive/ Non- Executive Directors and assessing the quality, quantity and timeliness
of flow of information between the Company's management and the Board that is necessary
for the Board to effectively and reasonably perform their duties.
The Composition of Independent Director is as follows:
Sr. No. Name and Designation |
Designation |
|
1. Mr. Subhashchandra Patil |
Non- Executive Independent (Member) |
Director |
2. Mr. Vishnu. D. Barhate |
Non Executive Independent (Chairman) |
Director |
3. Mr. Ankush Garde |
Non Executive Independent (Member) |
Director |
4. Mr. Mahesh Pandya |
Non Executive Independent (Member) |
Director |
5. Mr. Mahesh Kelkar |
Non Executive Independent (Member) |
Director |
The Company has Independent Directors as per The Companies Act, 2013 and SEBI (Listing
Obligation and Disclosure Requirements) Regulation, 2016.
The Meeting of Independent Directors was held on 14th February, 2023 and all
the Independent Directors of the Company were present at the Meeting.
Corporate Social Responsibility Committee:
The provisions of CSR were not applicable during the F.Y 2022-23. The Company is
covered under the provisions of Section 135 and Rules made there under for Corporate
Social Responsibility. The Company has formulated a policy on the Corporate Social
Responsibility measures to be undertaken by the Company as specified in Schedule VII to
the Companies Act, 2013.
The Meeting of Corporate Social Responsibility Committee was held on 14th
February, 2023.
The Composition of Corporate Social Responsibility Committee is as follows:
Sr. No. Name |
Designation |
1. Mr. Shailesh Gandhi |
Managing Director (Chairman) |
2. Mrs. Bela Gandhi |
Director (Member) |
3. Mr. Vishnu Barhate |
Non- Executive, Independent Director (Member) |
4. Mr. Subhashchandra Patil |
Non- Executive, Independent Director (Member) |
GENERAL SHAREHOLDERS INFORMATION:
Date 29th September,2023 |
|
Time 1.00 P.M. |
|
Place Through VC/ OAVM |
|
Financial Year 2022-23 |
|
Book Closure 23rd September, 2022 to 29th |
September, 2023 |
Dividend NIL |
|
payment |
|
Listed on The BSE Limited |
|
Stock Exchange |
|
Stock Code 519451 |
|
Demat ISIN No. INE159T01016 |
|
in CDSL |
|
Registrar and LINK INTIME INDIA PVT. LTD. |
|
Share Transfer SEBI REG.NO. :INR000004058 |
|
Agents C-101, 247 Park, L.B.S. Marg,Vikhroli (West), Mumbai - |
|
400083. |
|
rnt.helpdesk@linkintime.co.in |
contact No:1800 1020 878 |
STATUTORY DISCLOSURES:
The Company has complied with all the statutory requirements. A declaration regarding
compliance of the provisions of the various statutes is also made by the Managing Director
at each Board Meeting. The Company ensures compliance of the ROC, SEBI Regulations and
provisions of the Listing Agreement.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No significant and material orders have been passed by any Regulator or Court or
Tribunal which can have impact on the going concern status and the
Company's operations in future.
There are no proceedings initiated/ pending against the Company under the Insolvency
and Bankruptcy Code, 2016.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the cooperation and
assistance received from shareholders, bankers, regulatory bodies, distributors,
suppliers, and other business constituents during the year under review. Your Directors
also wish to place on record their deep sense of appreciation for the commitment displayed
by all executives, officers and staff, resulting in the successful performance of the
Company during the year.
|
For and on behalf of the Board |
|
For Vadilal Dairy International Limited |
|
Sd/- |
|
Shailesh Gandhi |
|
Managing Director |
|
DIN: 01963172 |
Date: 05-09-2023 |
|
Place: Boisar |
|
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