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Bansal Roofing Products Ltd.

BSE: 538546 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE319Q01012
BSE 14:05 | 28 Jun 66.40 3.15
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NSE 05:30 | 01 Jan Bansal Roofing Products Ltd
OPEN 63.25
PREVIOUS CLOSE 63.25
VOLUME 1271
52-Week high 106.20
52-Week low 27.10
P/E 22.21
Mkt Cap.(Rs cr) 88
Buy Price 66.40
Buy Qty 502.00
Sell Price 0.00
Sell Qty 0.00
OPEN 63.25
CLOSE 63.25
VOLUME 1271
52-Week high 106.20
52-Week low 27.10
P/E 22.21
Mkt Cap.(Rs cr) 88
Buy Price 66.40
Buy Qty 502.00
Sell Price 0.00
Sell Qty 0.00

Bansal Roofing Products Ltd. (BANSALROOFING) - Director Report

Company director report

To

The Members

Bansal Roofing Products Limited

3/2 Labdhi Indu. Estate Acid Mill Compound

Ranmukteshwar Road Pratapnagar

Vadodara- 390004 Gujarat

Your Directors are pleased to present their 13th Board's Report with theAudited Financial statements for the year ended on 31st March 2021.

1. Financial summary or highlights of performance of the Company

(Amount in Rs.)
Particulars 2020-21 2019-20
Total Revenue including Other Income 417309180.10 413229727.00
Profit before Finance cost Deprecation & Taxes 35173886.65 35538739.89
(Less): Finance cost (1093190.20) (766849.00)
(Less): Depreciation & Amortization Expenses (3792998.76) (3639673.52)
Profit before prior period item & Taxes 30287697.69 31132217.37
(Less): Exceptional & Extra-ordinary Item (401467.83) (602220.00)
Profit Before Taxes 29886229.86 30529997.37
(Less): Tax Expenses (7536699.94) (8111762.22)
Profit for the Year 22349529.92 22418235.15
Profit available for appropriation 94026516.67 74972786.75
Balance carried to balance sheet 94026516.67 74972786.75
Paid up Capital 32958000.00 32958000.00
Reserves & Surplus 129598516.67 110544786.75

All significant accounting policies and material transactions have been disclosed innotes on accounts to the financial statements on 31st March 2021.

2. Certification ISO 9001:2015

Your Company has obtained the quality management systems certification ISO 9001:2015for manufacture and supply of Pre-engineering Building and its Allied products.

3. Dividend

Based on the performance of your Company the Board at its meeting held on 13thMay 2021 recommended a Dividend of Re. 1 (rupee one) per equity share for the FinancialYear ended 31st March 2021. The proposal is subject to the approval ofshareholders of the Company at the General Meeting to be held on Tuesday 22ndJune 2021. The total dividend for current year is Rs. 3295800. The Dividend ifdeclared by the members at the forthcoming Annual General Meeting will be paid to allthose beneficial owners holding the shares in electronic form as per the beneficialownership made available to the Company by National Securities Depository Limited (NSDL)and the Central Depository Services of India Limited (CDSL) as on Record Date of 14thJune 2021.

4. Reserves

The Company proposes to carry Rs. 22349529.92 to the retained earnings fromnet profits of Rs. 22349529.92. All the requirements as laid down in Companies Act2013 and rules made thereunder are complied with.

5. State of Company's Affairs

Total Turnover of your Company is Rs. 417309180.10 during Financial Year 2020-21 asagainst the Turnover of 2019-20 Rs. 413229727.00 showing increase of only 1% over thePrevious Year. The turnover of the Company would have been more then what is now if therewas no lockdown in the first two months of first quarter of Financial Year 2020-21. Themanagement puts continuous efforts to increase the operational efficiency and turnover.Similarly the Net Profit of your Company during Financial Year 2020-21 is Rs.22349529.92 as against the Net Profit of 2019-20 which is Rs. 22418235.15 showingslight decrease of 0.31% over the Previous Year as the management pushed for the highersales at lower margins in the later part of the F.Y. 20-21 to compensate for the losttime in the first quarter to reach the turnover of previous financial Year.

6. Change in Nature of Business

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

7. Material Changes and Commitments Affecting the Financial Position of the Company

There are no material changes between the date of balance sheet and the date of thisreport that would affect the financial position of the Company.

8. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operation in future

No significant and Material orders passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operation in future during the financialyear and or subsequent to the close of the financial year of the Company to whichfinancial statement relates and the date of the report.

9. Details in respect of adequacy of internal financial controls with referenceto the financial statements

The Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2021.

Further the Board has adopted procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of fraud error reporting mechanisms theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

All the transactions are properly authorized recorded and reported to the Management.The Company is following all the applicable Accounting Standards for properly maintainingthe books of accounts and reporting financial statements. The Management of the Companyand internal auditor checks and verifies the internal control and monitors them inaccordance with.

10. Names of Companies which have become or ceased to be its subsidiaries jointventures or associate Companies during the year along with reasons therefore

The Company has no subsidiaries Joint ventures or associate so there is no question ofbecome or caseation have been arises.

11. Deposits

Except the exempted deposits the Company has neither accepted nor renewed any depositswithin the purview of Section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014 as amended from time to time during the year underreview.

12. Share Capital

The Paid-up Equity Share Capital of your Company as on 31st March 2021 wasRs. 3 crores comprising of 3295800 Equity Shares of Rs. 10 each. Your Company has notissued any Equity Shares during the Financial Year 2021.

13. Extracts of Annual Return

Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1) of companies(Management and Administration) Rules 2014 the extract of Annual Return in theprescribed from i.e. Form MGT-9 is annexed herewith as "Annexure I" which formpart of annual report. Members may note that the copy of Annual Return will also be madeavailable on the Company's websitehttps://www.bansalroofing.com/wp-content/uploads/2021/05/Financial-Year-20-21.pdf

14 . Conservation of Energy Technological Absorption Foreign Exchange Earningsand Outgo (A) Conservation of energy:

Steps taken/ impact on Conservation of energy with special reference to thefollowing:

(i) Steps taken by the Company for utilizing alternate sources of energy includingwaste generated The Company has set up a Solar plant at factory in the Financial Year16-17 in order to generate and use the electricity in the Factory. It has also installedbio filter waste treatment plant which is used to recycle the water and use the same inour factory.

(ii) Capital Investment on energy conversion equipment's N.A.

(B) Technology Absorption:

1. Efforts in brief made towards technology absorption N.A.

2. Benefits derived as a result of the above efforts for e.g. productsimprovement cost reduction product development import substitution etc N.A.

3. No technology was imported during the last 3 years N.A.

4. Expenditure incurred on Research and Development N.A.

(c) Foreign exchange Earnings and Outgo:

PARTICULARS AMOUNT
(Rs. In lacs)
Foreign Exchange earned in terms of actual Inflows during the year 37.11
Foreign Exchange outgo during the year in terms of actual Outflows 0.00

15. Corporate Social Responsibility (CSR)

Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover doesnot exceed Rs. 1000 crores or the Company's net profit does not exceed Rs. 5 crore anyfinancial year hence the provisions of section 135 of the Companies Act 2013 are notapplicable.

16. Directors Appointment & Remuneration

The Nomination and Remuneration Committee has laid down the criteria for DirectorsAppointment and Remuneration including criteria for determining qualification positiveattributes and Independence of Director. The following attribute/criteria for selectionhave been laid by the board on the recommendation of committee:

•  The candidate should possess the positive attributes such as leadershipentrepreneurship or such other attributes which in the opinion of the committee are in theinterest of the Company.

•  The candidate should be free from any disqualification as provided undersections 164 and 167 of Companies Act 2013

•  The candidate should meet the conditions of being independent asstipulated under the Companies act 2013

•  The appointment or re- appointment of a Director is made pursuant to anestablished procedure which includes assessment of managerial skills professionalbehaviour technical skills and other requirements as may be required by the post.

•  The Executive and Whole-time Directors of the Company are paidremuneration as per their terms and conditions which are approved by the Board aftertaking into consideration the recommendations made by Nomination and RemunerationCommittee.

During the year under review Mr. Satishkumar S. Gupta (Whole-Time Director) Mrs.Shilpa Jadeja (Independent Director) & Mrs. Beena Bisht (Independent Director) hasresigned from the post of directorship of the Company and in their place Mr. Kailash Gupta(Whole-Time Director) Mr. Ravi Bhandari (Additional Non-Executive Independent Director)& Mrs. Enu Shah (Additional Non-Executive Independent Director) has been appointed.Mr. Ravi Bhandari (Additional Non-Executive Independent Director) & Mrs. Enu Shah(Additional Non-Executive Independent Director) will be appointed as Independent Directorof the Company for a tenure of 5 years subject to the approval of shareholders of theCompany in Annual General Meeting.

17. Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Board its committee andIndividual Directors which include criteria for performance evaluation of Executive andNon-Executive Directors. The Board has carried out an annual performance evaluation of itsown performance the Directors individuals as well as the evaluation of the working of itscommittee. The Board of Directors has expressed their satisfaction with the evaluationprocess.

18. Number of Meetings of Board of Directors

The Board of Directors met four Times (4) in the Board Meeting held during the F.Y.2020-21.

Name of Director Category / Designation of Director Number of Meeting Attended
Mr. Kaushalkumar S. Gupta Chairman and Managing Director 4/4
Mrs. Sangeeta K. Gupta Whole Time Director 4/4
Mr. Satishkumar S. Gupta (Resigned on 24.08.20) Whole Time Director 1/4
Mr. Kailash K. Gupta (Appointed on 24.08.20) Whole Time Director 2/4
Mrs. Beena P. Bisht (Resigned on 22.03.21) Non-Executive Independent Director 4/4
Mrs. Shilpa A. Jadeja (Resigned on 29.01.21) Non-Executive Independent Director 3/4
Ms. Bhavita D. Gurjar Non-Executive Independent Director 4/4
Mr. Ravi Bhandari (Appointed on 05.02.21) Additional Non-Executive Independent Director NIL
Mrs. Enu Shah (Appointed on 22.03.2021) Additional Non-Executive Independent Director No meetings conducted after 05.02.21
Through circular Reso.

19. Audit Committee and Its Meetings

The Audit Committee comprise of three directors out of which majority directors areIndependent Directors. The Audit Committee met Four Times (4) during the F.Y. 2020-21.

Name of Director Category / Designation of Director Number of Meeting Attended
Ms. Bhavita D. Gurjar Chairman 4/4
Mrs. Beena P. Bisht (Resigned on 22.03.21) Member 4/4
Mr. Satishkumar S. Gupta (Resigned on 24.08.20) Member 1/4
Mr. Kailash Gupta (Appointed on 24.08.20) Member 2/4
Mrs. Enu Shah (Appointed on 22.03.2021) Additional Non-Executive Independent Director No meetings conducted after 05.02.21
Through circular Reso.

20. Nomination and Remuneration Committee and Its Meetings

The Nomination and Remuneration Committee comprise of three directors all of whom areNon-Executive Independent Directors. The Nomination and Remuneration Committee met twiceduring the F.Y. 2020-21.

Name of Director Category / Director Designation of Number of Meeting Attended
Mrs. Shilpa A. Jadeja (Resigned on 29.01.21) Chairman 1/2
Mrs. Beena P. Bisht (Resigned on 22.03.21) Member 2/2
Ms. Bhavita D. Gurjar Member 2/2
Mr. Ravi Bhandari (Appointed on 05.02.21) Additional Non-Executive Independent Director NIL
Mrs. Enu Shah (Appointed on 22.03.2021) Additional Non-Executive Independent Director No meetings conducted after 05.02.21
Through circular Reso.

21. Stakeholders Relationship Committee and Its Meetings

The Stakeholders Relationship Committee comprise of three Directors majority ofwhom are Non-Executive Independent Directors. The Stakeholders Relationship Committee metfour times during the F.Y. 2020-21.

Name of Director Category / Designation of Director Number of Meeting Attended
Mrs. Beena P. Bisht (Resigned on 22.03.21) Chairman 4/4
Mrs. Shilpa A. Jadeja (Resigned on 29.01.21) Member 3/4
Mr. Kaushalkumar S. Gupta Member 4/4
Mrs. Enu Shah (Appointed on 22.03.2021) Additional Non-Executive Independent Director No meetings conducted after 05.02.21
Through circular Reso.
Mr. Ravi Bhandari (Appointed on 05.02.21) Additional Non-Executive Independent Director NIL

22. Annual General Meetings

Details of last three AGM of Company's are as under:

Sr. No. AGM No. Date Place
1. 12th 30/09/2020 Conducted through Video Conference (VC)/ Other Audio Visual Means (OAVM)
2. 11th 30/08/2019 Hotel Express Residency 18/19 Alkapuri Society Dr. Rustom Cama Marg Vadodara
3. 10th 21/08/2018 Hotel Express Residency 18/19 Alkapuri Society Dr. Rustom Cama Marg Vadodara

23. Details of Establishment of Vigil Mechanism for Directors and Employees:

The Company has framed a Whistle Blower Policy in terms of Listing Agreement and thesame may be accessed on the Company's website.

24. Loan Guarantee and Investment by Company (Section 186)

The Company has not given any Loan or Guarantee or security or made any investmentduring the financial year.

25. Related Party Transaction

During the year under review all the related party transactions were in the ordinarycourse of the business and on arm's length basis. Those transactions were placed beforethe Audit committee of Directors for prior approval in the form of omnibus approval asprovided in SEBI (LODR) Regulation.

Related party transactions under Accounting Standard 18 are disclosed in the notes tothe financial statement and also mentioned in Annexure Form AOC-2 pursuant to clause (h)of subsection (3) of Section 134 read with Rule 8(2) of Companies (Accounts) rules 2014attached as ‘'ANNEXURE-III'' to this report.

26. Auditors

Statutory Auditor:

M/s. Santlal Patel & Co. Chartered Accountants bearing FRN- 113888W the Company'sStatutory Auditors of the Company hold the office in accordance with the provisions ofthe act at this Annual General Meeting and being eligible for Re- appointment as requiredunder the provisions of Section 139 of Companies Act 2013 from the conclusion of thisAnnual General Meeting till the conclusion of 13th Annual General Meeting ofthe Company at a remuneration as may be decided by the board.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation and adverse remark.

Reporting of Frauds:

There have been no instances of fraud reported by Statutory Auditors under Section143(12) of the Act and rules framed thereunder.

Internal Auditor:

The Board of Directors of the Company upon recommendation of the Audit committee andPursuant to the provision of section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 has re-appointed M/s V.M. Dalal & Associates. CharteredAccountants Vadodara (FRN- 145595W) as an Internal Auditor of the Company for conductinginternal audit of Financial Year 2021-22.

Secretarial Auditor:

Pursuant to the provision of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasreappointed M/s. D. R. Desai & Co. Practicing Company Secretaries Vadodara bearingFRN- 11332 to undertake the Secretarial Audit of the Company for the Financial Year2020-21.

The Secretarial Auditor has submitted his report on Secretarial Audit conducted by himwhich is annexed to this report as "ANNEXURE- II''. There is no disqualificationreservation or adverse remark in the secretarial report submitted by the auditor.

Explanation or Comments on disqualifications reservations adverse remarks ordisclaimers in the Auditor's Reports;

There have been no disqualifications reservations adverse remarks or disclaimers inthe Auditor's reports requiring explanation or comments by the Board.

27. Maintenance of Cost Record

As per the audited balance sheet of the Company turnover of the Company during thefinancial year 2020-21 exceeds 35 crores so maintenance of cost record is applicable tothe Company.

But with reference to the Rule 3 of Companies (Cost Record and Audit) Rules 2014maintenance of cost record is not applicable to the Companies covered under Micro andSmall enterprise as per MSMED Act 2006. Yours is small Company so cost records have notmaintained.

28. Corporate Governance Report

Corporate Governance provisions are not applicable to your Company pursuant to ChapterIV (OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES) of Securitiesand Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations2015.

29. Management Discussion and Analysis Report

A report on Management Discussion and Analysis as required in terms of Regulation34(2) of the Securities Exchange Board of India (Listing Obligation and DisclosureRequirement) Regulations 2015 form part of this report. It deals with the businessoperations and Financial performance Research and Development Expansion &Diversification Risk Management etc..is enclosed as per "Annexure IV".

30. Risk Management Policy

The Management has put in place adequate and effective system and man power for thepurpose of Risk Management. In the opinion of the Board there are no risks which wouldthreaten the existence of the Company.

31. Director Responsibility Statement

Pursuant to the requirement of section 134(5) of the Companies Act 2013 theDirector's here by confirm that:

I. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departure.

II. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are responsible and prudent so as to give a true andfair view of the state of affairs of the Company at the end of financial year and of theprofit and loss of the Company for that period.

III. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this act for safeguarding theassets of the Company and for preventing and detecting the fraud and irregularities.

IV. The Directors had prepared the annual accounts on a going concern basis.

V. The Directors in case of a listed Company had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively.

VI. The Directors had devised the proper system to ensure the compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

32. Disclosure Under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company has in place an anti-harassment policy in line with the requirements of theSexual Harassment of women at workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committee has been set up to redress complaints received regularly andare monitored by women line supervisors who directly report to the chairman of thecommittee.

33. Declaration by Independent Director

The Independent Directors of the Company have given the declaration to the Company thatthey meet the criteria of independence as provided in section 149(6) as well as underregulation 25 of (LODR) Regulation 2015. There has be no change in the circumstanceswhich may affect their status as Independent Director during the year.

34. Directors or Key Managerial Personnel Appointment & Resignation

As per the Article of the Association of the Company one third strength of the Boardis required to retire by rotation at the ensuing Annual General Meeting. Mr. Kailash Guptaare liable to retire by rotation at the ensuring general meeting. Mrs. Sangeeta K. Guptawas re-appointed as a Retiring Director by the members at their 12th AnnualGeneral Meeting held on 30th September 2020.

35. Revision of Financial Statements or Board's Report

The Company has not made any modification or alteration in its Financial Statement /Board Report in respect of last Four Years.

36. Disclosure Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of the

Companies (Appointment & Remuneration) Rules 2014

Sr. No. Particulars
1. the ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year Name of Directors Ratio:
Mr. Kaushalkumar S. Gupta 15.47:1
Mrs Mrs. Sangeeta K. Gupta 1.55:1
Mr. Kailash Gupta 0.31:1
4. Number of permanent employees on the rolls of Company 31 W.T.D. W.T.D CFO CS
5. Average Percentile increase already made in the salaries of employees other than managerial personnel in last financial year and Its comparison with percentile increase in managerial remuneration and Justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration. Due to COVID-19 situation word wide the salary of employees as well as the salary of managerial personnel is not increased. (Sangeeta Gupta (Kailash Gupta)
The same is as per previous Financial Year. So Average percentile increase already made in salaries of employees other than managerial personnel in the last financial year was decreased by 1.48 % and average percentile increase in remuneration of managerial personnel was 2.11%. 9.09 NIL NIL NIL
Average increase/ decrease in remuneration of both managerial and non- managerial personnel were determined based on the overall performance of the Company.
6. Affirmation It is affirmed that remuneration is as per the Nomination & Remuneration policy of the Company

* the remuneration of each KMPs are taken on gross basis.

* the remuneration of Mr. kailash Gupta includes only two months remuneration.

* the increase in remuneration of Mrs. Sangeeta Gupta was the effect of 2019-20.

* the increase in remuneration of managerial personnel of was the effect of increase inremuneration of Mrs. Sangeeta Gupta during F.Y.19-20.

Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not applicable to the Company as no employee is in receipt ofthe remuneration exceeding the limits specified in Rule 5(2). It hereby affirms that theremuneration is as per the remuneration policy of the Company.

36. Disclosure Pursuant to Section 197(14) of The Companies Act 2013

No Managing Director or Whole- Time Director of the Company was in receipt of anyremuneration or commission from the Company's Holding or Subsidiary companies during thefinancial year.

37. Performance and Financial Position of Each of the Subsidiaries Associates andJoint Venture Companies

There are no Subsidiaries Associates and Joint Venture of the Company.

38. Directors Training

The Directors are regularly informed during the meetings of the Board and theCommittees of the activities of the Company its operations and issues facing the metalindustry. Considering the long association of the Directors with the Company and theirseniority and expertise in their respective areas of specialisation and knowledge of themetal industry their training and familiarization were conducted in the below mentionedareas:

•  The Roles Rights Responsibilities and Duties of Independent Directors

•  Business Development strategy & plans

•  Changes brought in by the introduction of the Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulations 2015

•  Changes in Securities and Exchange Board of India (Listing obligations andDisclosures Requirements) Regulations 2015

39. Audit Committee

The audit committee of the Company comprises of three Directors majority of which areNon-Executive Independent Directors.

The composition Role terms of reference as well as power of the Audit Committee arein accordance with the provisions of Regulation 18 of the Securities Exchange Board ofIndia (Listing obligations and Disclosures Requirement) Regulations 2015 and section 177of the Companies Act 2013 and rules framed there under.

The details of all related party transactions are placed periodically before the AuditCommittee. All the recommendation made by the Audit Committee were accepted by the Board.The Company has in place vigil mechanism; the details of which are available on theCompany's website.

40. Nomination and Remuneration Committee

In compliance with section 178 of the Companies Act 2013 your Company has in place

‘'Nomination and Remuneration Committee". The powers role and terms ofreference of the

Nomination and Remuneration Committee cover the areas as contemplated under regulation19 of Securities and Exchange Board of India (Listing obligation and DisclosureRequirement) Regulations 2015 and section 178 of Companies Act 2013 and Rules andRegulations framed thereunder besides other terms as may be referred by the Board ofDirectors.

41. Secretarial Standards

In terms of clause no. 9 of revised SS-1 (Revised Secretarial Standards on Meetings ofBoard of Directors effective from 01.10.2017) your Directors state that the Company hasbeen compliant of applicable Secretarial Standards during the year under review.

42. Acknowledgement:

The Board of Directors gratefully acknowledge the assistance and co-operation receivedfrom the State Bank of India HDFC Bank YES Bank and all other statutory andnon-statutory agencies for their co-operation. The Board of Directors also wish to placeon record their gratitude and appreciation to the members for their trust and confidenceshown in the Company. The Board of Directors would like to especially thank all theemployees of the Company for their dedication and loyalty.

For and on Behalf of the Board

Bansal Roofing Products Limited

Sd/-

Kaushalkumar S. Gupta

Chairman & Managing Director

DIN: 02140767

Date: 13/05/2021

Place: Vadodara .

.