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Dhanvantri Jeevan Rekha Ltd.

BSE: 531043 Sector: Health care
NSE: N.A. ISIN Code: INE239F01015
BSE 00:00 | 08 Aug 13.50 -0.15
(-1.10%)
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13.65

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14.30

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13.50

NSE 05:30 | 01 Jan Dhanvantri Jeevan Rekha Ltd
OPEN 13.65
PREVIOUS CLOSE 13.65
VOLUME 3054
52-Week high 21.87
52-Week low 7.50
P/E 16.88
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.65
CLOSE 13.65
VOLUME 3054
52-Week high 21.87
52-Week low 7.50
P/E 16.88
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dhanvantri Jeevan Rekha Ltd. (DHANVANTRIJEEV) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their Twenty Eighth Report along with theAudited Financial Statements of the Company for the year ending March 312021

FINANCIAL & OPERATIONAL REVIEW:

FINANCIAL RESULTS

(Rs in Lakhs)

S. No. Financial Heads Year ended 31.03.2021 Year ended 31.03.2020
1. Operating Income 978.23 1820.71
2. Other Income 18.49 16.16
3. Profit (Loss) Before Tax (163.02) (31.63)
4. Tax Expense (Net) 20.70 5.19
5. Profit/(Loss) after Tax (142.33) (26.43)
6. Balance after taxation carried over to the Balance Sheet (142.33) (26.43)

OPERATIONS:

During the period under reviewthe Operating Income of the company has decreased to Rs.978.23 Lakhs from Rs. 1820.71 Lakhs in the Financial Year 2020- 2021 as compared to theprevious year income.The Company has suffered a loss of Rs. 142.33 Lakhs as compared tothe last year loss of Rs. 26.43 Lakhs. The loss has increased due to COVID-19 pandemiccontinuance during the year. The hospital was not permitted any operation by the order ofCentral/State Government for almost a quarter during the year under review. The result wasa dramatic slowdown in volume of patients and in revenue while expenses remained high.

The result of COVID-19 has been an unprecedented impact and an uncertain future aboutthe ability of hospitals to serve their communities and remain financially viable.Howeveryour company is surviving the COVID-19 crisis solely on the quality of clinical care. YourCompany accords to providing a good quality and affordable healthcare services to all itspatients.Your Company's stringent medical process and protocol are designed to deliversuperior clinical outcomes and enhance patient satisfaction.

HOSPITAL ACCREDITATION

This is the second year of the ongoing pre-entry certification by NationalAccreditation Board for your Company and on successful completion of the same the Companywill be eligible for complete certification by NABH for Hospitals and Healthcare servicesfor the delivery of high standards for safety and quality care to the patients.

ANNUAL RETURN

Pursuant to the provision of section 92(3) of the Companies Act2013 and rule 12(1) ofthe Companies (Management and Administration) Rule2014 the Annual Return of the Companyis available on the website of the company at the link: https:// www.djrl.org.in

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration form all Independent Directors of theCompany that they meet the criteria of independence as laid down under Section 149(6) ofthe Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Boardthe Independent Directors fulfil the conditions of independence specified in Section149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations.

CORPORATE GOVERNANCE:

Your Company has a Paid Up Share Capital of Rs. 409.84Lakhs and the net worth of Rs.903.51 Lakhsduring the financial year ending 31.03.2021. Hence Regulation 27(2) of SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015 are not applicable onthe Company and your Company is not required to report on the Corporate Governance.However your company has made every effort to comply with the provisions of the CorporateGovernance and to see that the interest of the shareholders and the Company are properlyserved.

MANAGEMENT DISCUSSION & ANALYSIS:

In terms of the provision of Regulation 34(2)(e) read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Management Discussion &Analysis Report for the financial year under review is presented in a separate sectionforming part of the Annual Report. This report is also annexed herewith as"Annexure-B".

DIVIDEND& RESERVES:

Keeping in view the losses for the year under review the Board of Directors hasdecided not to recommend any dividend for the financial year ended March 312021.Accordingly there has been no transfer to general reserves.

Your Company did not have any funds lying unpaid or unclaimed for a period of 7(seven)years. Therefore there were no funds which were required to be transferred to InvestorEducation Protection Fund (IEPF). Pursuant to the provisions of the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Amendment Rules 2017(‘Revised Rules') the Company was not required to file any form with the Ministry ofCorporate Affairs.

SHARE CAPITAL:

The paid up equity share capital as on March 31 2021 was Rs.409.84 Lakh. During theyear under review the Company has neither issued shares with differential voting rightsnor granted stock options and sweat equity.

SUBSIDIARY ASSOCIATE AND JOINT VENTURES:

The Company does not have any Subsidiary Associate or Joint Venture Company as on 31stMarch 2021.

MATERIAL CHANGES AND COMMITMENTS:

There has been no material changes and commitments affecting the financial position ofthe Company which occurred between the end of the financial year to which the financialstatements relates and the date of the report.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) In the preparation of the annual accounts for the financial year ending 31st March2021 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) Such accounting policies as mentioned in notes to the annual financial statementshave been selected and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 312021 and loss of the Company for that period;

c) Proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;

d) Annual Financial Statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that such internal financialcontrols were adequate and were operating effectively; and

f) Devised proper systems to ensure compliance with the provisions of all applicablelaws and that such system were adequate and operating effectively. DIRECTORS AND KEYMANAGERIAL PERSONNEL:

The Composition of the Board during the year ended 31st March 2021 is asunder:

Director

Number of Board Meetings held during 2020-21

Whether Attended Last AGM
Held Attended
Executive Directors
Dr. V.S. Phull 4 4 Yes
Non-Executive Directors
Mrs. Shalini Sharma 4 1 Yes
Mrs. Meenaakashi Elhence 4 4 Yes
Mr. Premjit Singh Kashyap 4 4 Yes
Non-Executive and Independent Directors
Mr. Ashokkumar Singh Chaudhary 4 4 Yes
Mr. Ajay Rajpal 4 1 Yes

The Board of Directors of the Company as on date comprises of six directors. During theperiod under review there has been no change in the Directors of the Company. Pursuant toSections 149 and 152 of the Companies Act 2013 Mrs. Meenakaashi Elhence Director of theCompany is liable to retire by rotation at the ensuing Annual General Meeting and eligibleto re-appointment.

None of the Directors of your Company are disqualified as per provisions of section164(2) of the Companies Act 2013. Your Directors have made necessary disclosures asrequired under various provisions of the Companies Act 2013.During the year under reviewthe non-executive directors of the Company had no pecuniary relationship or transactionswith the Company other than the sitting/committee fees for attending Board/CommitteesMeetings of the Company.

Pursuant to provisions of section 203 of the Companies Act 2013 the key managerialpersonnel of the Company are Dr. V.S. Phull Managing Director Mr. Bikram Singh ChiefFinancial Officer and Ms. Priya Gupta Company Secretary and Compliance Officer of theCompany resigned from office w.e.f. 16.11.2020.

NUMBER OF MEETING OF THE BOARD:

The meetings of the Board are scheduled at regular intervals to decide and discuss onthe business performance policies strategies and other matters of significance. Theschedule of the meetings is circulated in advance to ensure proper planning and effectiveparticipation in meetings. During the period under review 4 (Four) Board Meeting wereheld i.e..30.06.2020 28.08.2020 12.11.2020 and 13.02.2021 and the gap between twoMeetings did not exceed the period prescribed under the Companies Act 2013.Detailedinformation regarding the meetings of the Board and meetings of the Committees of theBoard is included in the Report.

PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act 2013 and Regulations 17 and 19 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 evaluation ofevery Director's performance was carried out by the Nomination and Remuneration Committee.The performance evaluation of Non-

Independent Directors and Board as a whole Committees thereof and Chairman of theCompany was carried out by the Independent Directors through a separate meeting of theIndependent Directors held on 13th February 2021.

Further Schedule IV of the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 state that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated.

The performance of the Board was evaluated by the board after seeking inputs from allthe directors on the basis of factors which includes Active participation Financialliteracy Contribution by Director Positive inputs Effective deployment Knowledge &expertise Integrity and maintenance of confidentiality and independence of behavior andjudgement. In the Meeting of Independent Directors performance of Non-IndependentDirectors Board and Performance of the Chairman were evaluated. The performanceevaluation of Independent Director was carried out by the entire Board.

At the conclusion of the evaluation exercise the members of the Board assessed thatthe board as a whole together with each of its committees was working effectively inperformance of its key functions.

NOMINATION & REMUNERATION POLICY:

In accordance with the provisions of Section 134 (3)(e) and 178 of the Companies Act2013 the Nomination and Remuneration Committee shall identify persons who are qualifiedto become directors and who may be appointed as Senior Management recommend to the Boardtheir appointment and removal and shall carry out evaluation of every Director'sperformance.

The Nomination and Remuneration Committee shall formulate the criteria for determiningqualifications positive attributes and independence of a director and recommend to theBoard a policy relating to the remuneration for the directors key managerial personneland other employees. As per the provisions the meeting of the committee shall be held atsuch regular intervals as may be required but shall meet at least once a year. TheMeetings of the Nomination and Remuneration Committee has held on 30.05.2020 and18.08.2020 during the financial year 2020-21.

The Policy on Nomination & Remuneration as approved by the Board may be accessed onthe Company's website www.dirl.ora.in INTERNAL FINANCIAL CONTROL:

The Company has put in place an internal financial control system within the meaningof the explanation to Section 134(5)(e) of the Companies Act 2013 to ensure the orderlyand efficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors and properrecording of financial & operational information compliance of various internalcontrol and other regulatory/statutory compliances. All internal Audit findings andcontrol systems are periodically reviewed by the Audit Committee which provides strategicguidance on internal control.

During the year such controls were tested and no reportable material weaknesses in thedesign or operation effectiveness were observed. Further the testing of such controls wasalso carried out independently by the Internal Auditors for the financial year 2020-21. Inthe opinion of the Board the existing internal control framework is adequate andcommensurate with the size and nature of the business of the Company. The details inrespect of internal financial control and their adequacy are included in the managementdiscussion & analysis which forms part of this report.

AUDITORS AND AUDITORS REPORT:

Statutory Auditors

M/s K. K. Jain & Co. (FRN 002465N) Chartered Accountants New Delhi are theStatutory Auditor of the Company who were appointed at the 26th Annual GeneralMeeting of the Company held on 27th September 2019 for a period of 3consecutive years to hold office till the conclusion of the 29th AnnualGeneral Meetingat such remuneration as may be mutually agreed between the Board ofDirectors of the Company and Statutory Auditors. They have also confirmed that they arenot disqualified from continuing as Auditors of the Company.

Statutory Auditor's Report

There is no observation or qualification or adverse remark made in the Auditors' Reportread together with relevant notes thereon.

SECRETARIAL AUDITORS AND REPORT

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. Rahul Singhal & Associates (FRN. 10699) Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for financial year 2020-21.The Report of the Secretarial Audit is annexed herewith as Annexure-A. Thequalificationreservations or adverse remarks if any made by M/s. Rahul Singhal & AssociatesPracticing Company Secretaries Secretarial Auditor of the Company have been reported intheir Secretarial Audit Report.

Secretarial Auditor's Report

The observation in Secretarial Audit Report are self-explanatory and therefore do notcall for any further explanation.

COST AUDITORS

The company is not required to appoint cost auditor as per Section 148 of the CompaniesAct 2013.

COST RECORDS

The provisions of section 148(1) do not apply to the company; hence the Company is notrequired to maintain the cost records.

RISK MANAGEMENT:

The Company has designed a risk management policy and framework for riskidentification assessmentmitigation plan development and monitoring of actionto mitigatethe risks. The key objective of the policy isto provide a formalized framework to enablejudiciousallocation of resources on the critical areas which canadversely impact theCompany's ability to achieve itsobjectives.

The processes and practices of risk management of the Company encompass riskidentification classification and evaluation. The Company identifies all strategicoperational and financial risks that the Company faces by assessing and analyzing thelatest trends in risk information available internally and externally and using the sameto plan for risk management activities. The objective of Company's policy on risk is toensure sustainable business growth with stability and to promote a pro-active approach inreporting evaluating and resolving risks associated with the business. The policyestablishes a structured and disciplined approach to risk management and guides thedecision making on risk related issues.

Pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company is not required to constitute a Risk Management Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No significant and material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and future operations of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The provisions of Section 135 of the Companies Act 2013 and Rules framed thereunderfor Corporate Social Responsibility are not applicable to the Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the F.Y. 2020-21 the Company has entered transactions with related parties asdefined under Section 2(76) of the Companies Act 2013 read with Companies (Specificationof Definitions Details) Rules 2014 all of which were in the ordinary course of businessand on arm's length basis and in accordance with the provisions of the Companies Act 2013read with the Rules framed thereunder and as per Listing Regulations. Further there wereno transactions with related parties which qualify as material transactions in accordancewith the requirements of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.The Board of Directors and the Audit Committee have approved all otherrelated party transactions.

Hence requirement of furnishing particulars of contracts or arrangements entered intoby the Company with related parties referred in Section 188(1) of the Companies Act 2013in Form AOC-2 is considered to be not applicable to the Company.

There are no materially significant related party transactions with the PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's websitewww.dirl.ora.in

DISCLOSURES:

Committees of the Board

During the year in accordance with the Companies Act 2013 the Boardre-constituted/re-named some of its Committees and presently the Company has the followingCommittees:

i. Audit Committee

Director Category No. of meetings held No. of meetings attended
Mr. Ashokkumar Singh Chaudhary Independent Director Chairman 4 4
Mr. PremjitSinghKashyap Director Member 4 4
Mr. Ajay Rajpal Independent Director Member 4 4

The composition functions and procedures of the Audit Committee are in conformity withthe requirements of Section 177 of the Companies Act 2013. The Audit Committee met 4times in the year under review -30.06.2020 28.08.2020 12.11.2020 and 13.02.2021. Duringthe year under review the Board accepted all the recommendations made by the AuditCommittee of the Board.

ii. Nomination and Remuneration Committee

Director Category No. of meetings held No. of meetings attended
Mr. Ashokkumar Singh Chaudhary Independent Director Chairman 2 2
Mr. Premjit Singh Kashyap Director Member 2 2
Mrs. Meenaakashi Elhence Director Member 2 2
Mr. Ajay Rajpal Independent Director Member 2 2

The Nomination and Remuneration Committee met two times during the Financial Year2020-21 on 30.05.2020 and 18.08.2020.

iii. Stakeholders Relationship Committee
Director Category No. of meetings held No. of meetings attended
Mrs. Shalini Sharma Director Member 1 1
Mr. Premjit S. Kashyap Director Chairman 1 1
Mrs. MeenaakashiElhence Director Member 1 1
Mr. Ashokkumar Singh Chaudhary Independent Director Member 1 1

The Stakeholders Relationship Committee met one time during the Financial Year 2020-21on 13.02.2021.

VIGIL MECHANISM:

The Company has established a "Vigil Mechanism" for its employees anddirectors enabling them to report anyconcerns of unethical behavior suspected fraud orviolation of the Company's code of conduct. To this effect the Board has adopted a"Whistle Blower Policy" which is overseen by the Audit Committee. The policyprovides safeguards against victimization of the whistle blower. Employees and otherstakeholders have direct access to the Chairman of the Audit Committee for lodging concernif any for review. The details of such policy are available on the website of theCompany.

During the Financial Year 2020-21 there were no complaints received under themechanism.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted or renewed any deposits fromthe public within the meaning of section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNING AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings & outgo as stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 is as follows:

(i) the steps taken or impact on conservation of energy N.A.
(ii) the steps taken by the company for utilizing alternate sources of energy N.A.
(iii) the capital investment on energy conservation equipments N.A.
b) Technology Absorption
(i) the efforts made towards technology absorption The Company has not absorbed any technology from any source.
(ii) the benefits derived like product improvement cost reduction product development or import substitution N.A.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A.
(a) the details of technology imported N.A.
(b) the year of import; N.A.
(c) whether the technology been fully absorbed N.A.
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof N.A.
(iv) the expenditure incurred on Research and Development N.A.
c) Foreign Exchange Earnings and Outgo The foreign exchange earnings and outgo are given below:
(i) Total Foreign Exchange earned N.A
(ii) Total Foreign Exchange used N.A.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the financial year 2020-21 the company has neither made any investment norgiven any loans or guarantees covered under the provisions of section 186 of the CompaniesAct 2013.

PERSONNEL RELATIONS:

The Company considers human capital as a critical asset and success factor for smoothorganizational work flow.Your directors hereby place on record their appreciation for theservices rendered by the executives staff and workers of the Company for their hard workdedication and commitment. During the year under review relations between the employeesand the management continued to remain cordial.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of theremuneration of Directors Key Managerial Personnel and employees are enclosed as"Annexure ‘C' forming part of the notes to accounts of financial statements.

LISTING ON STOCK EXCHANGE:

The company's securities are listed on The Bombay Stock Exchange Mumbai. The companyhas paid the listing fee to the stock exchanges for the financial year 2020-21 and hascomplied with all the requirements of the listing Regulations.

DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition &Redressal) Act 2013 (‘Act') and rules made there under yourCompany has adopted a Sexual Harassment Policy for women to ensure healthy workingenvironment without fear of prejudice gender bias and sexual harassment.

The Board states that there were no cases or complaints filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

CAUTIONARY STATEMENT:

Statements in this Report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectations mayconstitute "forward looking statements" within the meaning of applicable lawsand regulations. Actual results might differ materially from those either expressed orimplied in the statement depending on the circumstances.

CODE OF CONDUCT:

The Company has adopted the code of conduct for all Board members and Senior Managementas required under Regulation 17 of the Listing Regulations. The Code is posted on theCompany's website: www.dirl.ora.in. All Board members and Senior Management personnel haveaffirmed compliance with the Code on an annual basis and a declaration to this effectsigned by Dr. V. S. Phull .Managing Director forms part of this Report.

CEO/CFO CERTIFICATION:

A certificate duly signed by Chairman & Managing Director and CFO relating tofinancial statements and internal controls and internal control systems for financialreporting as per the format provided in Regulation 17(8) of the SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 was placed before the Board and was takenon record.

COVID-19 IMPACT ON THE COMPANY

In continuation of the preceding previous years during FY 2020-21 too the worldwitnessed the worst healthcare crises as a result of the spread and impact of the novelcoronavirus (COVID-19) pandemic. The first wave in India which was visibly evident in Q1of FY'21 gradually abated to reach near normal pre- COVID levels only by Q4 of FY'21. As aresult of the pandemic and like other industries including the healthcare industry yourCompany's operational performance was severely impacted. As a result of the nationwidelockdown and travel restrictions a sharp fall in occupancies was witnessed across theCompany's facilities primarily during Q1 & Q2 of FY'21.

Simultaneously while occupancy declined the Company also incurred incremental andunplanned expenditure due to operating costs related to COVID. These included costsrelated to infrastructure challenges isolation areas separate patient and work-flowareas additional medical resources and other necessary measures for the safety of theCompany's patients healthcare workforce and other employees. In addition regulatorychallenges primarily related to COVID aspects also constrained operations. Early signs ofa gradual recovery began in Q3 FY'21 and with progressive quarters witnessing anincreasing momentum in recovery.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to allGovernment agencies for theassistance co-operationand encouragement they have extended to the Company .YourDirectors also take this opportunity to extend aspecial thanks to the medical fraternityand patients fortheir continued cooperation patronage and trust reposed in the Company.Your Directors also greatly appreciatethe commitment and dedication of all the employeesatall levels that has contributed to the growth and successof the Company. Your Directorsalso thank all thestrategic partners business associates Banks financialinstitutionsand our shareholders for their assistanceco-operation and encouragement to the Companyduringthe year.

For and on behalf of the Board of Directors Dhanvantri Jeevan Rekha Limited
Sd /- Sd /-
Place: Meerut (Dr. V. S. Phull) (Mr. Premjit Singh Kashyap)
Date: 03.09.2021 Managing Director Chairman
DIN =00617947 DIN:01664811

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