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Concord Drugs Ltd.

BSE: 538965 Sector: Health care
NSE: N.A. ISIN Code: INE858L01010
BSE 00:00 | 05 Jul 27.95 1.25
(4.68%)
OPEN

28.00

HIGH

28.75

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27.30

NSE 05:30 | 01 Jan Concord Drugs Ltd
OPEN 28.00
PREVIOUS CLOSE 26.70
VOLUME 3031
52-Week high 37.40
52-Week low 19.50
P/E 15.36
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.00
CLOSE 26.70
VOLUME 3031
52-Week high 37.40
52-Week low 19.50
P/E 15.36
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Concord Drugs Ltd. (CONCORDDRUGS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Directors' Report and the AuditedStatement of Accounts of the Company for the Financial Year ended 31st March 2021.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

(Rs. In Lakhs)

Particulars 2020-2021 2019-2020
Revenue from Operations 5135.70 5133.89
Other Income (Including Exceptional Items) 9.46 12.01
Total Expenses 5092.28 5100.25
Profit Before Tax 429.19 45.65
Less: Provision for Taxation 101.02 12.82
Profit / (Loss) After Tax 328.17 32.83
Other Comprehensive Income - -
Total Comprehensive Income 328.17 32.83
Earning per Equity Share- 3.75 0.38
Basic 3.75 0.38
Diluted (in Rs.)

REVIEW OF OPERATIONS:

During the Year under the review the Company has recorded an Income of Rs. 5135.70Lakhs and profit/ Loss of Rs.328.17 Lakhs as against the Income of Rs. 5133.89 Lakhs andprofit/ Loss of Rs. 32.83 Lakhs in the previous financial year ending 31.03.2020.

BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:

The information on Company's affairs and related aspects is provided under ManagementDiscussion and Analysis report which has been prepared inter-alia in compliance withRegulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations 2015and forms part of this Report.

2. IMPACT OF COVID - 19:

The company has evaluated the impact of Corona Virus (COVID-19) on the operations andfuture economic activity of the company and based on its review and current indicators andfuture economic prospects there is no significant impact on the business of the companyor its operations.

3. CHANGE IN THE NATURE OF THE BUSINESS IF ANY:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

4. RESERVES:

The Closing balance of reserves including retained earnings of the Company as at31.03.2021 is Rs.1802.25 lakhs.

5. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position ofthe Company after the end of the financial year and up to date of this report (i.e.28.06.2021). However the Company has sold the Roorkee plant in the month of October2020.

6. BOARD MEETINGS:

The Board of Directors duly met Six (06) times during the financial year from 1st April2020 to 31st March 2021. The dates on which the meetings were held are 27.06.202014.09.2020 13.10.2020 13.11.2020 04.12.2020 and 13.02.2021.

7. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO ANDKEY MANANGERIAL PERSONNEL:

• Mr. S. Nagavenkata Hareesh was appointed as Independent Director of the Companyw.e.f. 13.02.2021

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Companyto the effect that they are meeting the criteria of independence as provided inSub-Section (6) of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Independent Directors have also confirmed that they have complied with theCompany's Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations the Independent Directorshave confirmed that they are not aware of any circumstance or situation which exists ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgement and without any external influence.

During the year Independent Directors of the Company had no pecuniary relationship ortransactions with the Company other than sitting fees commission and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board of Directorsand Committee(s).

10. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company's operations and businesses.Interaction with the Business heads and key executives of the Company is also facilitated.Detailed presentations on important policies of the Company is also made to the directors.Direct meetings with the Chairman are further facilitated to familiarize the incumbentDirector about the Company/its businesses and the group practices.

11. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a combination ofcriterion that includes ethics personal and professional stature domain expertisegender diversity and specific qualification required for the position. The potential BoardMember is also assessed on the basis of independence criteria defined in Section 149(6) ofthe Companies Act 2013 and Regulation 27 of SEBI (LODR) Regulations 2015.

In accordance with Section 178(3) of the Companies Act 2013 and Regulation 19(4) ofSEBI (LODR) Regulations 2015 on the recommendations of the Nomination and RemunerationCommittee the Board adopted a remuneration policy for Directors Key Management Personnel(KMPs) and Senior Management. The Policy is attached a part of Corporate GovernanceReport.

We affirm that the remuneration paid to the Directors is as per the terms laid down inthe Nomination and Remuneration Policy of the Company.

12. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act 2013and on the basis of explanation given by the executives of the Company and subject todisclosures in the Annual Accounts of the Company from time to time we state as under:

1. That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit or loss of the Company for that period;

3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

6. That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any subsidiaries/associates/joint ventures.

14. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an annual return is disclosed onthe website www.concorddrugs.in.

15. AUDITORS:

a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafterM/s. N G Rao & Associates. Chartered Accountants were reappointed as statutoryauditors of the Company from the conclusion of the 23rd Annual General Meeting (AGM) ofthe Company held on 29.09.2018 till the conclusion of the 28thAGM to be held in the year2023.

The notes on accounts referred to in the auditors' report are selfexplanatory andtherefore don't call for any further comments by the Board of directors.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification or explanation.

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2021 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the comingyears.

b. Secretarial Auditor

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 the Board has appointed M/s. Vivek Surana & Associates Practicing CompanySecretaries has undertaken Secretarial Audit of the Company for financial year ending31.03.2021. The report of the Secretarial Auditor is enclosed herewith vide Annexure-II ofthis Report.

Secretarial Audit Report

The Board has duly reviewed the Secretarial Audit Report for the year ended March312021 on the Compliances according to the provisions of Section 204 of the CompaniesAct 2013.

c. Cost Auditor

The Company is in due compliance with the Companies (Cost Records and Audit) Rules2014. M/s KJU & Associates Cost Accountants is the Cost Auditors of the Company.

d. Internal Auditor

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)Rules 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board andits Powers) Rules 2014; M/s. PCN and Associates. Chartered Accountants were appointed asInternal Auditors of the Company for the Financial Year 2020-21.

Deviations are reviewed periodically and due compliance ensured. Summary of SignificantAudit Observations along with recommendations and its implementations are reviewed by theAudit Committee and concerns if any are reported to Board.

16. BUSINESS RESPONSIBILITY REPORT:

As stipulated under Regulation 34 of the Listing Regulations the BusinessResponsibility Report describing the initiatives taken by the Company from anenvironmental social and governance perspective forms part of this Annual Report - NotApplicable

17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditor's u/s 143(12).

18. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature of business andsize of the operations to effectively provide for safety of its assets reliability offinancial transactions with adequate checks and balances adherence to applicable statuesaccounting policies approval procedures and to ensure optimum use of available resources.These systems are reviewed and improved on a regular basis. It has a comprehensivebudgetary control system to monitor revenue and expenditure against approved budget on anongoing basis.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given loans Guarantees or made any investments during the yearunder review.

20. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which is alsoavailable on Company's website at www.concorddrugs.in. This policy deals with the reviewand approval of related party transactions.

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There were no materialsignificant related party transactions made by the Company with the Promoters DirectorsKey Managerial Personnel or the Senior Management which may have a potential conflict withthe interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as Annexure Iwhich forms part of this Report.

All related party transactions were placed before the Audit Committee/Board forapproval. Prior approval of the Audit Committee was obtained for the transactions whichare foreseen and are in repetitive in nature. Members may refer to note no. 2.4 to thefinancial statement which sets out related party disclosures pursuant to IND AS-24.

21. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review no Company has become or ceased to become itssubsidiaries joint ventures or associate Company.

22. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act 2013 isprovided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

23. COMMITTEES:

(I) . AUDIT COMMITTEE

During the year the Audit Committee is in line with the provisions of Regulation 18(1)of SEBI (LODR) Regulations with the Stock Exchange read with Section 177 of the CompaniesAct 2013 are included in the Corporate Governance report which forms part of thisreport.

(II) . NOMINATION AND REMUNERATION COMMITTEE

During the year the Nomination and Remuneration Committee is in line with theprovisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchange readwith Section 178 of the Companies Act 2013 are included in the Corporate Governancereport which forms part of this report.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year the Stakeholders Relationship Committee is in line with the provisionsof Regulation 20 of SEBI (LODR) Regulations with the Stock Exchange read with Section 178of the Companies Act 2013 are included in the Corporate Governance report which formspart of this report.

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013read with Regulation 22 of SEBI (LoDR) Regulations 2015 a vigil Mechanism for Directorsand employees to report genuine concerns has been established. It also provides fornecessary safeguards for protection against victimization for whistle blowing in goodfaith.

Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013. The same has been placed on the website of the Company.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR COMPOSITION OF CSR COMMITTEE AND CONTENTS OFCSR POLICY):

Since your Company does not have net worth of Rs. 500 Crores or more or turnover of Rs.1000 Crores or more or a net profit of Rs. 5 Crores or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

26. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the financial year under review.

27. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

There are no significant and material orders passed by the regulators /courts thatwould impact the going concern status of the Company and its future operations.

28. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.

During the period under review there is no material or serious observations have beennoticed for inefficiency or inadequacy of such controls.

Further details of internal financial control and its adequacy are included in theManagement Discussion and Analysis Report which is appended as Annexure III and forms partof this Report.

29. INSURANCE:

The properties and assets of your Company are adequately insured.

30. CREDIT & GUARANTEE FACILITIES:

The Company has not availed credit and guarantee facilities.

31. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize risksand also to identify business opportunities. As a process the risks associated with thebusiness are identified and prioritized based on severity likelihood and effectiveness ofcurrent detection. Such risks are reviewed by the senior management on a periodical basis.

Risk Management Committee of the Board of Directors of your Company assists the Boardin (a) overseeing and approving the Company's enterprise wide risk management framework;and (b) overseeing that all the risks that the organization faces such as strategicfinancial credit market liquidity security property IT legal regulatoryreputational other risks have been identified and assessed and there is an adequate riskmanagement infrastructure in place capable of addressing those risks. The development andimplementation of risk management policy has been covered in the Management Discussion andAnalysis which forms part of this Report.

32. SHARE CAPITAL:

The authorised share capital of the Company stands at Rs.110000000/- divided into11000000 equity shares of Rs. 10/- each.

The paid up share capital of the Company stands at Rs. 87437500/- divided into8743750 equity shares of Rs. 10/- each.

33. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth ofthe Company is less than Rs. 25 Crores Corporate

Governance is Not Applicable However the net worth of the Company as on 31.03.2021 hasbeen increased to 2676.62 lakhs which led to applicability of Corporate Governance so theCorporate Governance report is enclosed as Annexure V for the information of members.

34. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report pursuant to the SEBI (LODR) Regulationprovides an overview of the affairs of the Company its legal status and autonomybusiness environment mission & objectives sectoral and operational performancestrengths opportunities constraints strategy and risks and concerns as well as humanresource and internal control systems is appended as Annexure III for information of theMembers.

35. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the policies areavailable on our website www.concorddrugs.in.

36. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fullycommitted to its social responsibility. The Company has been taking upmost care incomplying with all pollution control measures from time to time strictly as per thedirections of the Government.

We would like to place on record our appreciation for the efforts made by themanagement and the keen interest shown by the Employees of your Company in this regard.

37. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION 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 workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. No Complaints were pending at the beginning of theyear or received during the year.

39. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWNAND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF THE COMPANIES(APPOINTMENT& REMUNERATION) RULES 2014:

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure IV (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawnand the name of every employee is annexed to this Annual report as Annexure IV (b).

During the year NONE of the employees is drawing a remuneration of Rs.10200000/-and above per annum or Rs. 850000/- and above in aggregate per month the limitsspecified under the Section 197(12) of the Companies Act2013 read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

40. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act 2013 and Rule 5(1) (2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014 read with Schedule V of theCompanies Act 2013 the ratio of remuneration of Mr S. Nagi Reddy Chairman and Whole timeDirector and and Mr. S. Koni Reddy Director & CFO Company to the median remunerationof the employees is 7.45:1 and 5.25:1 respectively respectively.

41. CODE OF CONDUCT COMPLIANCE:

All Members of the Board and Senior Management have affirmed compliance to the Code ofConduct for the Financial Year 2020-21. A declaration signed by the Chairman & Wholetime Director affirming compliance with the Company's Code of Conduct by the Board ofDirectors and Senior Management for the Financial Year 2020-21 as required underRegulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is included in the Corporate Governance Report which is appended asAnnexure V and forms part of this Report.

42. MECHANISM FOR EVALUATION OF THE BOARD:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.

In a separate meeting of independent directors performance of nonindependentdirectors the board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.

43. SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

44. EVENT BASED DISCLOSURES:

During the year under review the Company has not taken up any of the followingactivities except as mentioned:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of itsshares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA.

45. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (IBC):

There is no application filed for corporate insolvency resolution process by afinancial or operational creditor or by the company itself under the IBC before the NCLT

46. CEO/ CFO CERTIFICATION:

The Chairman & Whole time Director and CFO certification of the financialstatements for the year 2020-2021 is annexed in this Annual Report as Annexure VI.

47. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act Investor Education and ProtectionFund Authority (Accounting Audit Transfer and Refund) Rules 2016 ("IEPFRules") read with the relevant circulars and amendments thereto the amount ofdividend remaining unpaid or unclaimed for a period of seven years from the due date isrequired to be transferred to the Investor Education and Protection Fund("IEPF") constituted by the Central Government.

During the Year no amount of dividend was unpaid or unclaimed for a period of sevenyears and therefore no amount is required to be transferred to Investor Education andProvident Fund under the Section 125(1) and Section 125(2) of the Act.

48. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company. Yourdirectors also wish to place on record their appreciation of business constituents banksand other financial institutions and shareholders of the Company for their continuedsupport for the growth of the Company.

For and on behalf of the Board For Concord Drugs Limited
Sd/- Sd/-
Place: Hyderabad S. Nagi Reddy Chairman & Whole time Director S. Koni Reddy Director & CFO
Date: 28.06.2021 (DIN: 01764665) (DIN: 02829319)

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