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Banas Finance Ltd.

BSE: 509053 Sector: Financials
NSE: N.A. ISIN Code: INE521L01030
BSE 15:32 | 30 Jun 28.95 1.35
(4.89%)
OPEN

28.50

HIGH

28.95

LOW

27.50

NSE 05:30 | 01 Jan Banas Finance Ltd
OPEN 28.50
PREVIOUS CLOSE 27.60
VOLUME 102296
52-Week high 124.84
52-Week low 5.22
P/E 2.10
Mkt Cap.(Rs cr) 146
Buy Price 28.95
Buy Qty 500.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.50
CLOSE 27.60
VOLUME 102296
52-Week high 124.84
52-Week low 5.22
P/E 2.10
Mkt Cap.(Rs cr) 146
Buy Price 28.95
Buy Qty 500.00
Sell Price 0.00
Sell Qty 0.00

Banas Finance Ltd. (BANASFINANCE) - Director Report

Company director report

To

The Members of Banas Finance Limited

Your Directors have pleasure in presenting the 38th Annual Report along with theAudited Accounts for the financial year ended March 31 2021.

FINANCIAL RESULTS:

Summary of the Company's consolidated financial performance for F.Y. 2020-2021 ascompared to the previous financial year is given below:

(Figures in Lakhs)

Particulars F.Y. 2020 2021 F.Y. 2019 2020 F.Y. 2020 2021 F.Y. 2019 2020

Standalone

Consolidated

Income from Share Trading
Income from Finance Activities (Operations) 53280822 62022395 53280822 62022395
Total Operational Revenue 53280822 62022395 53280822 62022395
Other Incomes 91418087 27470484 91418087 27470484
Total Revenue 144698909 89492879 144698909 89492879
Profit before Dep. & Int. 98016874 20745895 98016874 20745895
Depreciation 21540 21540 21540 21540
Interest 2531040 5102814 2531040 5102814
Profit after Depreciation & Interest 95464294 15621541 95464294 15621541
Current Tax 757033 177000 757033 177000
Deffered tax -17468588 3492138 -17468588 3492138
Tax of earlier years 0 0 0 0
Profit/ Loss after Tax 112175849 11952403 112175849 11952403
Share of profit (loss) of associate company -- -- 4414742 --
Share of other comprehensive Income -- -- 1216301 --
Total Comprehensive income for the year 112175849 11952403 117806892 11952403

HIGHLIGHTS:

The company is mainly engaged into business of Finance and trading from which companyhas generated its revenue. During the year under review Company's Standalone total revenuehas increased to Rs. 144698909 from Rs. 89492879 as compared to previousfinancial year and thereby registering an increase of 161.68 % The Company has alsomanaged to control its administrator expenses the Company gained profit of Rs.112175849 as compared to Rs. 11952403 in previous year.

During the year under review Consolidated total revenue has increased to Rs.144698909 from Rs. 89492879 as compared to previous financial year the company hasgained a profit of Rs. 117806892 as compared to 11952403.

The management of the Company is very optimistic regarding performance of the Companyin future and taking every steps and making every efforts to turn the Company in toprofitable organization.

DIVIDEND:

With view to conserve financial resources of the company directors do not recommendany dividend on Equity Shares for the year under review.

CHANGES IN SHARE CAPITAL

During the year under review the Company pursuant to the Merger Order passed by theHonorable Bench of NCLT Mumbai the Board od Director in their meeting held on 15thSeptember 2020 has approved and allotted Equity Shares to the Shareholders of ProaimEnterprises Limited Axon Ventures Limited and Rockon Enterprises Limited in swapexchange ratio as per the approved scheme of Merger.

Sr. No Name of Transferor Company No. of Share (Rs. 10/-each) (Allotment of shares pursuant to the Scheme of Merger passed by Honourable NCLT Mumbai Bench Exchange Ratio as per scheme of merger
1 Proaim Enterprises Ltd. (First Transferor Company) 6326245 50 (Fifty) Equity Shares of Rs. I0/- each for every 100 Equity Share of the face value of Rs 10/- each in Proaim Enter p rises Ltd.
2 Axon Ventures Limited (The Second Transferor Company) 3667200 48 (Forty-Eight) Equity Shares of Rs. 10/- each for every 100 Equity Share of the face value of Rs. 10/- each in Axon Ventures Limited.
3 Rockon Enterprises Ltd. (The Third Transferor Company) 4279285 26 (Twenty-Six)) Equity Shares of Rs 10/- each for every 100 Equity Share of the face value of Rs. 10/- each in Rockon Enterprises Ltd.
Total 14272730

The new securities of Company i.e. 14272730 Equity Shares of Rs. 10/- each issuedpursuant to Scheme of Amalgamation of Proaim Enterprises Limited Axon Ventures LimitedRockon Enterprises Limited with Banas Finance Limited under the Scrip Code: 509053 arelisted and permitted for trading on the Exchange with effect from Friday March 12 2021.

These shares are ranking pari-passu with the existing equity shares of the company.

The Company has not issued shares with differential voting rights. It has neitherissued employee stock options nor sweat equity shares as on March 31 2021.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74of the Companies Act 2013 read together with the companies (Acceptance of Deposits)Rules 2014.

AMOUNTS TO BE TRANSFERRED TO RESERVES

In the view of profit in current year the Company has transferred Rs. 22435170 toStatutory Reserves as per provision of Section 45 (i) (c) of the Reserve Bank of IndiaAct 1934. This year company has profit and hence company has transferred the amount asper the requirement.

CHANGE IN DIRECTORS AND KMP:

Sr. No. Name of Director/KMP Designation Particulars Date
1. Chirag Goyal Non- Executive Independent Director Appointment 31/12/2020
2. Vikash Kulhriya Non- Executive Independent Director Appointment 31/12/2020
3. Hardik Kumar Kabariya Non- Executive Independent Director Resignation 31/12/2020
4. Jyotsana Bhatt Non- Executive Independent Director Resignation 31/12/2020
5. Hitendra Kumar Parmar Non- Executive Independent Director Resignation 31/12/2020

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the CompaniesAct 2013 and based on the information provided by management your Directors' statethat:

a) In the preparation of the annual accounts for the financial year ended 31st March2021 the applicable accounting standards have been followed.

b) Directors have selected such Accounting policies applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the State of affairs of the corporation as at the end of March 31 2021 and of theprofit of the Company for the year ended on that date.

c) Director have taken Proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.

d) Directors have prepared the annual accounts on a ‘going concern' basis.

e) Director have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.

f) Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Non-executive Independent Directors of the Company viz. Mr. Chirag Goyal and Mr.Vikash Kulhriya (Appointed on 31/12/2020) have affirmed that they continue to meet all therequirements specified under Regulation16(1)(b) of the listing regulations in respect oftheir position as an "Independent Director" of Banas Finance Limited.

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company adheres to the requirements prescribed in the Companies Act 2013 rulesand amendments made there under and SEBI regulations for the Appointment and Remunerationof the Directors of the Company.

The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is available onthe website of the company on the following linkhttps:/banasfinance.files.wordpress.com/2017/06/policy-on-selection-remuneration-of-director2.pdf

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS:

Pursuant to the provisions of section 134(3)(p) The Companies Act 2013 evaluation ofperformance of all Directors is undertaken annually. The Company has implemented a systemof evaluating performance of the Board of Directors and of its Committees and individualDirectors on the basis of a structured questionnaire which comprises evaluation criteriataking into consideration various performance related aspects execution of specificduties obligations and governance.

During the year a Separate Meeting of Independent Directors was held on 13thFebruary 2021 for the financial year 2020-2021 the Board have expressedtheir satisfaction on the quality quantity and timeliness of flow of information betweenthe

Company's Management and the Board.

With a view to leveraging technology and moving towards paperless systems for thepreservation of the environment the Company has adopted electronic form for transmittingBoard/Committee meetings papers.

INTERNAL AUDITOR

Company has appointed Mr. Ravi Toshniwal as an Internal Auditor F.Y 2020-2021.

POST MERGER EFFECT

We are pleased to inform you that company has completed all formalities post merger ofthree listed entities with the company (Banas Finance Limited) and has allotted14272730 Equity Shares pursuant to Scheme of Amalgamation of Proaim EnterprisesLimited Axon Ventures Limited Rockon Enterprises Limited with Banas Finance Limited. Thenew securities of Banas Finance Ltd Under the Scrip Code: 509053 are listed and permittedfor trading on the Exchange with effect from Friday March 12 2021.

Pursuant to the merger order passed by Honorable NCLT Mumbai Bench dated 29th July2020 Proaim Enterprises Limited and Axon Ventures Limited (Promoter of Tilak VenturesLimited) are merged with Banas Finance Limited the shares of Tilak Ventures Ltd. M/s(Scrip Code 503663) hold by Proaim Enterprises Limited (Transferor Company) and AxonVentures Limited (Transferor Company) being transferred to Banas Finance Limited(Transferee Company) pursuant to merger order. As a result the Company (BANAS) holds35.52% Equity Shares of Tilak Ventures as a result Tilak becomes associate Company ofBanas Finance Limited.

STATUTORY AUDITORS:

M/s. Pravin Chandak & Associates Chartered Accountants having Firm RegistrationNo. 116627W reappointed as Statutory Auditors of the Company in the 36th Annual GeneralMeeting of the company for a period of second term of 3 consecutive years till theconclusion of 39th Annual General Meeting of the company to be held in the year 2022. Theywill continue to be Statutory Auditors till F.Y. 2021-22. The Statutory Auditors haveconfirmed their eligibility pursuant to section 139 of the Companies Act 2013.

Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 38th AGM.

AUDITORS REPORT:

Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section 134 (1) of the Companies Act 2013.

COMMENTS ON OBSERVATION MADE BY STATUTORY AUDITORS:

M/s. Pravin Chandak and Associates Practicing Chartered Accountant in his IndependentAuditor Report for financial year 2020-21 have drawn the attention of the management onsome Prudential Norms of NBFC which have been marked as qualification in his report. Inconnection with the same management here with gives the explanation for the same asfollows:

a) The Company did not have an appropriate internal control system for granting Loans.Demand and other loans given are governed by the Board policies. Considering the closemonitoring of Board no appraisal renewal Policies Procedure Committee or documentshave been prescribed and executed.

The Management is of having view that that the Company is mid-size NBFC as compared toother giants in the market. Company has not acknowledged any deposits from public. TheCompany is doing business out of its own fund. The Company functions its business with atmost caution and carefulness. As far as making of Loan and Advances are concernedmanagement grants demand loan only either to the parties recognized to the Company or byreference which are administered by the Board policies.

b) The Company's internal control system is not commensurate to the size and scale ofoperation over purchase and sale of shares and inventory and for expenses incurred.

With regards to appropriateness of internal control system is concerned management ishaving views that the company has an effective and sufficient internal control system inplace for granting of loans management grants loans only either to the parties known tothe Company or by references which are governed by the Board policies. The Loan andAdvances granted by the Company has been closely supervised and monitored on regularbasis.

However as per recommendation of Auditors the Company is under process to strengthenits controls procedures.

SECRETARIAL AUDITORS:

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Nitesh Chaudhary & Associates. Practicing Company Secretaries toconduct the Secretarial Audit for the financial year 2020-21. The Secretarial Audit Reportas received from M/s Nitesh Chaudhary & Associates is appended to this Report as AnnexureI.

COMMENTS ON OBSERVATION AND QUALIFICATION MADE BY SECRETARIAL AUDITORS:

M/s Nitesh Chaudhary & Associates Company Secretary in Practice in hisSecretarial Audit Report for financial year 2020-2021 have drawn the attention of themanagement on some of the non-compliances which have been marked as qualification in hisreport. In connection with the same management herewith give the explanation for the sameas follows:

1. The Company has not followed some of the provisions of prudential norms issued byReserve Bank of India for Non-Banking Financial (Non-Deposit Accepting or Holding)Companies which also including any statutory modification and amendment from time totimes.

Management of the Company is in the process to get develop electronic/digital portal orsoftware to maintain the prudential norms.

2. The Company has not followed some of the provision of Know Your Customer' (KYC)Guidelines issued by Reserve Bank of India from time to time is not properly followed bythe company and the Company yet to submission of reports and information (SAC Certificate& RBI Annual Return) to the Reserve Bank of India as required to be made during theyear under review.

Management of the Company is in the process to get develop electronic/digital portal orsoftware to maintain the Know Your Customer' (KYC) Guidelines issued by Reserve Bank ofIndia the management has took on records that due to Covid -19 the SEBI has givenextension for adoption of Audited Financial Results for F.Y. 2020-21 till 30thJune 2021 therefore the company is yet to file the same with RBI the company will submitthe same at the earliest well in time.

3. The Company has delayed filed Compliance under Regulation 29(2)/29(3) read withRegulation 30Notice of Board Meeting for approval of Un- Audited financial results forthe Quarter Ended 30th September 2020.

The management of the Company informed that they due to Covid -19 Pandemics and healthissues of director of the company as well as due to Pandemics it was acoordination andcommunication delay with Auditors of the Company therefore the delay of 2 days hashappened.

The company has also informed that the clarifications and waiver application with thereasons for delay and situation of Covid -19 pandemics for which this delay has happenedhas been filed by the Company with Stock Exchange companies management waiting for replyof clarification & waiver application filed by the company.

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss. The intervening gap between the twoconsecutive meetings did not exceed 120 days as prescribed under the Companies Act 2013

The details of the number of meetings of the Board held during the Financial Year2020-21 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

The Income Tax Authorities has passed the following orders against the Company. TheDetails are as follows:-

F.Y Year /Invest Period Penalty/Demand Date of order Current Status
F.Y 2012-13 147896450 27 May 2021 Appeal Filed in July 21
F.Y 2013-14 0 27 May 2021 Appeal Filed in July 21
F.Y 2014-15 0 27 May 2021 Appeal Filed in July 21
F.Y 2015-16 205310 28 May 2021 Appeal Filed in July 21
F.Y 2016-17 0 28 May 2021 Appeal Filed in July 21
F.Y 2017-18 4382680 27 July 2021 Appeal Filed in July 21
F.Y 2018-19 0 27 July 2021 Appeal Filed in July 21

The Management is positive that the liability would be quashed and hence have filed theAppeal for all the mentioned years.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

No material changes and commitments affecting the financial position of the Companyoccurred during Financial Year 2020-2021 till the date of this report. Further there wasno change in the nature of business of the Company.

There are no details in respect of frauds reported by auditors under section 143 of theCompanies Act 2013.

SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year no company has become or ceased to be a subsidiary joint venture ofthe Company.

During the year under review pursuant to the Merger order passed by the HonorableNCLT Mumbai Bench dated 29th July 2020 the company holds 35.52% of EquityShares of Tilak Ventures Limited and thereby Tilak Ventures Limited become a AssociateCompany of the Company ( BANAS). A separate statement containing the salient features offinancial statements of Associate Company of your Company forms part of Annual Report inthe prescribed Form AOC-1 as Annexure II in compliance with Section 129 and otherapplicable provisions if any of the Companies Act 2013. The Financial Statements of theAssociate company and related information are available for inspection by the Members atthe Registered Office of the Company during the business hours on all days exceptSaturdays Sundays and public holidays up to the date of the Annual General Meeting (AGM)as required under Section 136 of the Companies Act 2013. Further in line with the SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 and in accordancewith IND AS 110 Consolidated Financial Statement prepared by the Company includesfinancial information of its Associate Company.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI Listing Regulations 2015report on the Corporate Governance along with a certificate from the Statutory Auditorsof the Company on compliance with the provisions is annexed and forms part of the AnnualReport.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act 2013 and Listing Regulations 2015all Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on yearlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm's Length.

All Related Party Transactions entered during the year 2020-21 were in Ordinary Courseof the Business and on Arm's Length basis; and there were no material contracts andarrangements.

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as Annexure III.

EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 for F.Y. 2020-21 is given in the Report as AnnexureIV.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have been appended to this Report as Annexure V.

POSTAL BALLOT:

During Financial year 2020-21 no postal ballot was conducted by the company.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Board has reviewed the Risk assessment and Minimization procedure as per Regulation17 (9) of the SEBI (LODR) Requirements 2015; there are no material risk which in theopinion of the management affects the continuity and existence of the business. Thedetails of the risks faced by the Company and the mitigation thereof are discussed indetail in the Management Discussion and Analysis report that forms part of the AnnualReport.

The Company has in placed the internal control framework in commensurate with the sizeof the Company. However Company is trying to strengthen the same. The Board has adoptedpolicies and procedures for ensuring the orderly and efficient conduct of its businessincluding adherence to the company's policies the safeguarding of its assets theprevention and detection of fraud error reporting mechanism the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of investments covered under the provisions of Section 186 of the CompaniesAct 2013 will be produced for verification to the members on their specific request.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3) (m) of the Act read with Companies'(Accounts) Rules 2014 regarding Conservation of Energy and Technology

Absorption and research and development are not applicable to the Company.

MEMBER OF CREDIT RATING AGENCY:

During the year under review your company has maintained the membership with all fourCredit Information Company (CIC) registered with RBI i.e. CIBIL Limited CRIF High MarkCredit Information Services Pvt. Ltd. Equifax Credit Information Services Pvt. Ltd. andExperian Credit Information Company of India Pvt. Ltd.

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Companyhas paid the necessary Listing fees for the year 2020-21.

FOREIGN EXCHANGE:

There is no inflow and outflow of Foreign Exchange.

CHANGE IN NATURE OF BUSINESS:

The was no change in nature of business during the year under review.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The Whistle Blower Policy is hosted on company's website athttps://banasfinance.files.wordpress.com/2018/04/whistle-blower-policy_banas-finance1.pdf

During the financial year 2020-21 no cases under this mechanism were reported in theCompany.

POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:

The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. An Internal ComplaintCommittee (ICC) has been set up in compliance with the said Act. During the year underreview no cases in the nature of sexual harassment were reported at any workplace of thecompany.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE IS HOSTED ON COMPANY'S WEBSITE AThttps://banasfinance.files.wordpress.com/2015/07/sexual-harassment-policy_banas-finance.pdf

During the financial year 2020-2021 no cases in the nature of sexual harassment werereported at any workplace of the company.

CORPORATE SOCIAL RESPONSIBILITY

The Company in its Board Meeting held on 03rd September 2021 has adoptedand framed CSR Committee as required under Section 135 of the Companies Act 2013. TheCommittee consists of three Directors of which one Director is Non Independent and twoDirectors are Independent Non-Executive Directors as follows;

Shri G K Agarwal - Chairman
Shri Chirag Goyal - Member
Shri Vikash Kulhriya - Member

The Committee roles / powers are-

1. To formulate and recommend to the Board a CSR policy which shall indicate theactivities to be undertaken by the Company as per the Companies Act 2013;

2. To review and recommend the amount of expenditure to be incurred on the activitiesto be undertaken by the Company

3. To monitor the Corporate Social Responsibility policy of the Company from time totime.

During the year under review the CSR committee has adopted the policy for theactivities to be undertaken under the Corporate Social Responsibility as per Schedule VIIIof the Companies Act 2013. The Policy as adopted is available on the website of theCompany www.banasfin.com.

CEO AND CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required underRegulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation 2015 havebeen appended to this report in Annexure VI.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express sincere thanks to Bankers Shareholdersclients Financial Institutions customers suppliers and employees of Companies forextending support during the year.

FOR & ON BEHALF OF THE BOARD

Sd/- Sd/-
Tanu Agrawal Girraj Kishor Agrawal
Director Director
DIN: 00290966 DIN: 00290959
Place: Mumbai
Date: 03/09/2021

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