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Alstone Textiles (India) Ltd.

BSE: 539277 Sector: Others
NSE: N.A. ISIN Code: INE184S01024
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NSE 05:30 | 01 Jan Alstone Textiles (India) Ltd
OPEN 1.07
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VOLUME 917743
52-Week high 3.48
52-Week low 0.15
P/E 6.69
Mkt Cap.(Rs cr) 136
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.07
Sell Qty 4235779.00
OPEN 1.07
CLOSE 1.12
VOLUME 917743
52-Week high 3.48
52-Week low 0.15
P/E 6.69
Mkt Cap.(Rs cr) 136
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.07
Sell Qty 4235779.00

Alstone Textiles (India) Ltd. (ALSTONETEXTILES) - Director Report

Company director report

To

The Members

Alstone Textiles (India) Limited

The Directors have pleasure in submitting their 36th Annual Report on thebusiness and operations of the Company along with the Audited Financial Statement for thefinancial year ended 31st March

1) FINANCIAL SUMMARY HIGHLIGHTS:

Financial Results of the Company for the year under review along with the figures forprevious year are as follows:

Particulars 31st March 2021 31st March 2020
Total Income - 889
Profit before Tax (877) (1891)
Less: Provision for Tax - -
Current Tax - -
MAT Credit Entitlement - -
Earlier Year tax - -
Deferred Tax -
Net Profit after Tax

(877)

(1891)

2) STATE OF COMPANY AFFAIRS:

During the financial year 2020-21 the Company has recorded Total Loss of INR877404/- during the year as compared to loss of 1891247/- in the last year. TheDirectors are optimistic about future performance of the Company.

3) GLOBAL HEALTH PANDEMIC FROM COVID-19

The World Health Organization declared a global pandemic of the Novel Corona virusdisease (COVID-19) on February 11 2020. In enforcing social distancing to contain thespread of the disease our offices and client offices all over the world have beenoperating with minimal or no staff for extended periods of time. In keeping with itsemployee-safety first approach the Company quickly instituted measures to trace allemployees and be assured of their well-being. Our teams reacted with speed and efficiencyand quickly leveraged technology to shift the workforce to an entirely new‘work-from-home’ model. Proactive preparations were done in our work locationsduring this transition to ensure our offices are safe.

4) WEB ADDRESS OF ANNUAL RETURN:

The web address where Extract of Annual Return in Form MGT-9 for the Financial Year2020-21 referred in sub-section (3) of Section 92 has been placed is mentioned below:www.alstonetextiles.in

However the Extract of Annual Return (MGT-9) also annexed herewith marked asAnnexure-I.

5) CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of the business of the Company.

As the company is under losses so the company is not able to recommend any dividend.But the 7 ' directors are hopeful better result in ensuring future. 7T 7f

7) TRANSFER TO RESERVES:

The Company did not transfer any amount to the General Reserves.

8) SHARE CAPITAL:

The Paid up Share Capital as on 31st March 2021 was INR 127480000/-. TheCompany has neither issued shares with differential rights as to dividend voting orotherwise nor issued shares (including sweat equity shares) to the employees or directorsof the company under any scheme. There was no change in share capital during the year.

9) DEPOSITS:

During the year the Company has not invited/accepted any deposits under Companies Act2013.

10) SUBSIDARIES ASSOCIATE AND JOINT VENTURE COMPANIES:

There are no Subsidi.aries Associate andJdrt ventare tompanies f tire Company^^

11) BOARD OF DIRECTORS:

A. DIRECTORS RETIRES BY ROTATION:

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Deepak Kumar Bhojak Managing Director of the Company isliable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for re-appointment.

The Board of Directors recommends his re-appointment.

B. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liableto retire by

The Independent Directors have submitted their disclosure to the board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of the

Companies Act 2013 as well as SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Familiarization policy is available on company’s website i.e.www.alstonetextiles.in

During the year one (1) Meeting held in the F.Y-2020-21 on 11th November2020 of the Independent Directors of the Company.

C. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Committee Nomination & Remuneration Committee StakeholdersRelationship Committee and Risk Management Committee. The manner in which the evaluationhas been carried out has been explained in the Corporate Governance Report.

D. KEY MANAGERIAL PERSONNEL:

The following persons are designated as Key Managerial Personnel of the Companypursuant to Section-2(51) and Section-203 of the Act read with the Rules framedthereunder:

A. Mr. Deepak Kumar Bhojak Managing Director.

B. Mr. Deepak Verma Chief Financial Officer.

C. Mr. Ashish Garg Company Secretary.*

D. Ms. Shradha Sharma Company Secretary.**

E. Mrs. Roopa Devi Murolia Director.***

F. Ms. Rajni Tanwar Director.****

* Mr. Ashish Garg has resigned from post of Company Secretary on 15 thFebruary 2021.

** Mr. Shradha Sharma has been appointed as Company Secretary w.e.f. 1stMarch 2021 *** . Ms. Roopa Devi Murolia has resigned from post of directorship on 15thDecember 2020.

**** Ms. Rajni Tanwar has been appointed as an additional director on w.e.f 15thDecember 2020.

12. DIRECTORS’ RESPONSIBILITY STATEMENT:

r In accordance with the provision of section 134(5) of the Companies Act 2013the-Board confirms and submits the Director’s Responsibility Statement:

• In the preparation of the Annual Accounts the applicable Accounting Standardshave been followed along with proper explanation relating to material departures;

• The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

• The Directors have taken proper & sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for prevention & detecting fraud &other irregularities;

• The Directors have prepared the accounts for the year ended 31stMarch 2021 on a going concern basis.

• The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

• The directors had devised proper system to ensure compliance with the provisionof all applicable laws and that such systems were adequate and operating effectively.

13. MEETINGS:

(a) BOARD MEETINGS

The Board of Directors duly meets Ten times (10) times during the Financial Year from 1stApril 2021 to 31st March 2021. The dates on which meetings were held are asfollows:

15th May 2020 17th June 2020 9th July 2020 20thJuly 2020 8th September 2020 11th November 2020 15thDecember 2020 21st January 2021 15th February 2021 1stMarch 2021.

The periodicity between two Board Meetings was within the maximum time gap asprescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/Companies Act 2013.

The Composition of the Board of Directors their attendance at Board Meetings and lastAnnual General Meeting is as under:

Name of Director

Designation

Category

Number of Board Meetings

Attendance of Last AGM

Directors entitled to attend Directors attended
Mr. Deepak Kumar Bhojak Managing Director Executive 10 10 Yes
Ms. Roopa Devi Murolia Woman Director Non Executive & Independent 7 7 Yes
Mr. Pankaj Saxena Director \E Non Executive & Independent

10

10 Yes
Mr. Manmohan Director Non Executive & Independent 10 10 Yes
Ms. Rajni Tanwar Director Non Executive & Professional 4

4

No

(b) COMMITTEE MEETINGS:

(i) AUDIT COMMITTEE

The Audit Committee comprises three Members of which two (including Chairman) of theCommittee are Independent Directors. During the year Four (4) Audit Committee Meetingswere convened and Held.

Meetings of the Committee:

The Committee met Four (4) times on 17th June 2020; 8thSeptember 2020; 11th November 2020 & 21st January 2021during the Financial Year ended on March 31 2021.

The Composition of Audit Committee and their attendance at the meeting are as under:-

Name of Members

Category/ Designation

No. of Meetings

Members entitled to Attend Members Attended
Mr. Manmohan Chairman ‘ 4 4
Ms. Roopa Devi Murolia Member 3 3
Mr. Deepak Kumar Bhojak Member 4 L 4
Mr. Pankaj Saxena rr™yv777 Member

1

-

(ii) NOMINATION & REMUNERATION COMMITTEE

r The Nomination & Remuneration Committee comprises three members all areNon-Executive Directors of which two (including Chairman) of the Committee areIndependent Directors. During the year Four (4) Nomination & Remuneration CommitteeMeetings was convened and held.

Meetings of the Committee:

The Committee met Four (4) times on 17th June 2020 8thSeptember 2020 15th December 2020 & 1st March 2021. Duringthe Financial Year ended on March 31 2021.

The Composition of Nomination & Remuneration Committee and their attendance at theMeeting are as under:-

Name of Members

Category/ Designation

No. of Meetings

Members entitled to Attend Members Attended
Mr. Manmohan Chairman ^ 4 4
Ms. Roopa Devi Murolia Member 2 2
Mr. Pankaj Saxena Member

4

4
Ms. Rajni Tanwar Member 2 2

The amended/ updated policy of nomination policy is also placed on website of thecompany

i.e. www.alstonetextiles.in

(iii) STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises three members of which two (includingChairman) members are Independent Directors. During the year Two (2) StakeholdersRelationship Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met Two (2) times on 8th September 2020 15th March2021 during the financial year

The Composition Stakeholders’ Relationship committee and their attendance at themeeting are as under:-

Name of Members

Category/ Designation

No. of Meeting

Members entitled to Attend Members Attended
Mr. Manmohan Chairman ' 2 2
Ms. Roopa Devi Murolia Member 1 1
Mr. Deepak Kumar Bhojak Member 2 2
Mr. Pankaj Saxena Member 1 1

\ Y w / /

Compliance Officer:

Name of the Compliance Officer f\ / Contact Details V E-Mail ID
Mr. Ashish Garg (till 15 th February 2021) 011-28744161 alstonetextiles@ gmail.com
Ms. Shradha Sharma (w.e.f 1st March 2021 to till date) 011-28744161 alstonetextiles@ gmail.com

(iv) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises three members of which two (including Chairman)of the Committee are Independent Directors. During the year Two (2) Risk ManagementCommittee Meetings was convened and held.

Meetings of the Committee:

The Committee met Two (2) times on 8th September 2020 15thMarch 2021 during the financial year ended on March 31 2021.

The Composition Risk Management committee and their attendance at the meeting are asunder:-

Name of Members j&T TV

Category/ Designation

No. of Meetings

Members entitled to attend Members attended T
Mr. Manmohan Chairman 2 2
Ms. Roopa Devi Murolia Member 1 1
Mr. Deepak Kumar Bhojak Member 1 1
Mr. Pankaj Saxena Member 2 2

(v) SHAREHOLDERS MEETING

There is only one Share Holders Meeting i.e. (Annual General Meeting) held on 18thAugust 2020 at 1:00 P.M. Through video conferencing/ other audio visual means(OAVM) atR-815 New Rajinder Nagar New Delhi-110060.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investment covered under the provisions of Section-186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the provision of section 177(9) & (10) of the Companies Act 2013theCompany has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company’s code of conduct or ethics policy.The amended/updated Whistle Blower Policy is available on the website of the Company i.e.www.alstonetextiles.in

16. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate withthe Size of the Company and same were operating throughout the year. The Company has inhouse Internal Audit

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the financialyear 2020-21 are annexed herewith to the Financial Statements in Form No. AOC-2(Annexure-II)

18. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirement) 2015 is presented in aseparate section which forms part of the Annual Report under Annexure-III.

19. CORPORATE GOVERNANCE:

As per Regulation-27(2) of the SEBI (Listing Obligations and Disclosure Requirement)Regulation’s 2015 a report on Corporate Governance together with the Auditor’sCertificate regarding the compliance of conditions of Corporate Governance forms part ofthe Annual Report under Annexure-IV.

20. AUDITORS:

A. SECRETARIAL AUDITOR:

The Board of Directors has appointed FCS AMOD KUMAR (Membership No. 8797) and (C.O.PNo. 10181) Practicing Company Secretary to hold the office of the Secretarial Auditor andto conduct the Secretarial Audit for Financial Year 2020-21.

(i) SECRETARIAL AUDITOR’S REPORT:

The Secretarial Audit Report is annexed herewith marked as Annexure-V to this report inForm No. MR-3.

(ii) SECRETARIAL AUDITOR’S OBSERVATIONS:

The observations made by Auditors with reference to notes to account are Selfexplanatory and need no comments. The Board of Directors considered the matter and seekingto resolve the matter if any

B. STATUTORY AUDITOR:

At the 34th AGM held on September 21 2019 the Members approved appointmentof MAK & Co. Chartered Accountants (Firm Registration No. 028454N) as StatutoryAuditors of the Company to hold office for a period of five years to hold office for aperiod of five (5) Consecutive Financial Years 2019-2024.

The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors in the AGM.

However A Certificate from the Auditors has been received in the last Annual GeneralMeeting of the Company to the effect that their appointment if made would be within thelimits prescribed under section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified to be appointed as statutory auditors in terms of the provisions of theproviso to section 139(1) section 141(2) and section 141(3) of the companies Act 2013and the provisions of Companies (Audit and Auditors) Rules 2014.

(i) STATUTORY AUDITOR’S REPORT:

The Auditor’s Report is annexed herewith marked as Annexure- VI and forms part ofthe Annual

(ii) STATUTORY AUDITOR’S OBSERVATIONS:

The Statutory Auditor has made following observations:-

.(a) There is a pending Tax demand of 123597620/- against the company. The abovedemand was raised by the department in A.Y. 2012-13. The company has filed an appealbefore CIT(A) against demand. The appeal is pending before CIT(A). The company is hopefulto get relief from CIT(A).

(b) There is a pending Tax demand of 614721/- against the company. The above demandwas raised by the department in A.Y. 2017-18. The company has filed an appeal beforeCIT(A) against demand. The appeal is pending before CIT(A). The company is hopeful to getrelief from CIT(A).

The Board of Directors has considered this matter and the above issue will be resolvedshortly.

C. INTERNAL AUDITOR:

Mr. Anil Prakash was appointed as an Internal Auditor of the Company for the FinancialYear-2020-21.

(i) INTERNAL AUDITOR’S REPORT:

Mr. Anil Prakash has placed the Internal Audit Report before the Audit Committee andBoard.

(ii) INTERNAL AUDITOR’S OBSERVATIONS:

Internal Auditor’s Report is self explanatory and need no comments.

21. MAINTENANCE OF COST RECORDS:

Maintenance of Cost Audit Records as specified by the Central Government undersub-section (1)of Section 148 of the Companies Act 2013 is not applicable to the Companyand accordingly such accounts and records are not required to be made and maintained.

Also Cost Audit is not applicable to the Company.

22. ENHANCING SHAREHOLDER VALUE:

Our Company firmly believes that its success in the market place and a good reputationis among the primary determination of value to the shareholders.

23. PARTICULARS OF EMPLOYEES:

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

1. Ratio of remuneration of each director to the median remuneration of the employeesof the company for the financial year ended 31st March 2021.

Sr. No. Name of Directors Remuneration P.A Ratio to Median Remuneration of Employees
Deepak Kumar Bhojak (i) NIL NIL

\ n ' r

Note: No sitting fees paid to Independent Directors and Non-executive director andhence not included

in the above table.

2. The percentage increase in remuneration of each director CFO CEO Company Secretaryor Manager if any in the financial year 2020-21: NIL

3. Percentage increase in median remuneration of employees in the financial year: NIL

4. The number of permanent employees on the rolls of the company as on 31stMarch 2021 is 2 (Two)

5. Affirmation that the remuneration is as per the remuneration policy of the company:

Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KeyManagerial Personnel and senior management is as per the Remuneration Policy of yourCompany.

24. DEMATERIALISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN- INE184S01016 has been allotted for the Company. Therefore the matterand/or investors may keep their shareholding in the electronic mode with their DepositoryParticipates. 89.62% of the Company’s Paid-up Share Capital is in dematerialized formas on 31st March 2021 and balance

25. LISTING OF SHARES:

The Company has got Listed 12748000 Equity Shares of 10/- each on Bombay StockExchange Limited in September 2015.

26. HEALTH SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

27. HUMAN RESOURCES:

People remain the most valuable asset of your Company. Your Company follows a policy ofbuilding strong teams of talented professionals. Your Company continues to build on itscapabilities in getting the right talent to support different products and geographies andis taking effective steps to retain the talent. It has built an open transparent andmeritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept asharp focus on Employee Engagement. The Company’s Human Resources is commensuratewith the size nature and operations of the Company.

28. DISCLOSURE OF FRAUDS IN THE BOARD’S REPORT UNDER SECTION 143 OF THE COMPANIESACT 2013:

During the year under review your Directors do not observe any transactions whichcould result in a fraud. Your Directors hereby declares that the Company has not beenencountered with any fraud or fraudulent activity during the Financial Year 2020-21.

29. COMPLIANCE:

The Company has complied and continues to comply with all the applicable regulationscirculars and guidelines issued by the Ministry of Corporate Affairs (MCA) StockExchange(s) Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of the Companies Act 2013Listing Agreement executed with the Stock Exchange(s) SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and other applicablerules/regulations/guidelines issued from time to

30. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.

The policy is available on the website of the company i.e. www.alstonetextiles.in

The following is a summary of sexual harassment complaints received and disposed offduring the year 2020-21

• No of complaints received: NIL

• No of complaints disposed off: N.A.

31. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire riotearthquake terrorism loss of profits etc other risks which considered necessary by themanagement. The Company has been addressing the various risks impacting the Company andpolicy of the Company on risk management is provided elsewhere in this Annual Report inManagement Discussion and Analysis.

32. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

33. DETAILS OF CRYPTO / VIRTUAL CURRENCY

There were no Transaction and Financial Dealing in Crypto / Virtual Currency during theFinancial Year 2020-21.

34. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Except as disclosed elsewhere in the Report there have been no material changes andcommitments made between the end of the financial year of the company and the date of thisreport.

35. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

NCLT has passed order against the Company and restrained it from alienatingencumbering and transferring the fixed assets of the Company and operating the bankaccounts of the Company vide order No. 181/271-272/ND/18.

In connection with the above restraining order passed by Hon’ble NCLT our companyhas filed a petition against the order of NCLT to allow our Company to alienatingencumbering and transferring the fixed assets of the Company and operating its BankAccounts. We received a order from Hon’ble NCLT on 07th February 2021.NCLT has passed in favour of our Company and also passed the order that the interimsorders are vacated.

36. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134(3) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished

(A) Conservation of energy:

Steps taken / impact on conservation of energy with special reference to thefollowing: NIL Steps taken by the company for utilizing alternate sources of energyincluding waste generated: NIL

(B) Technology absorption:

Efforts in brief made towards technology absorption. Benefits derived as a result ofthe above efforts e.g. product improvement cost reduction product development importsubstitution etc.

The Company has not taken any technical knowhow from anyone and hence not applicable.

The Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development: The Company has not incurred anyexpenditure on research and development.

(C) Foreign Exchange Earnings/ Outgo:

Foreign Exchange Earnings And Outgoings 31st March 2021 31st March 2020
Earnings in Foreign Currency (FOB Value of exports) NIL NIL
Expenditure in Foreign Currency NIL NIL

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers Customers Dealers and Vendors for theirvaluable support and assistance.

The Directors wish to place on record their appreciation of the commendable work donededication and sincerity by all the employees of the Company at all levels during the yearunder review.

The Company will make every effort to meet the aspirations of its shareholders and wishto sincerely thank them for their whole hearted co-operation and support at all times.

For and behalf of
Xzfe ALSTONE TEXTILES (INDIA) LIMITED
Date: 03.09.2021 Pankaj Saxena Deepak Kumar Bhojak
Place: New Delhi (Director) (Managing Director)
DIN:08162590 DIN: 06933359

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