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Jay Bharat Maruti Ltd.

BSE: 520066 Sector: Auto
NSE: JAYBARMARU ISIN Code: INE571B01028
BSE 00:00 | 17 Sep 188.10 -4.35
(-2.26%)
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196.45

HIGH

196.45

LOW

185.00

NSE 00:00 | 17 Sep 188.30 -4.00
(-2.08%)
OPEN

192.70

HIGH

193.45

LOW

185.35

OPEN 196.45
PREVIOUS CLOSE 192.45
VOLUME 3412
52-Week high 269.00
52-Week low 92.50
P/E 16.41
Mkt Cap.(Rs cr) 814
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 196.45
CLOSE 192.45
VOLUME 3412
52-Week high 269.00
52-Week low 92.50
P/E 16.41
Mkt Cap.(Rs cr) 814
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jay Bharat Maruti Ltd. (JAYBARMARU) - Auditors Report

Company auditors report

TO

THE MEMBERS OF JAY BHARAT MARUTI LIMITED

Report on the Audit of Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying Standalone Ind AS Financial Statements of JAY BHARATMARUTI LIMITED ("the Company") which comprise the Balance Sheet as at March 312020 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and the Statement of Cash Flows for the year ended on thatdate and the notes to the Standalone Ind AS Financial Statements including a summary ofthe significant accounting policies and other explanatory information (here in afterreferred to as the "Standalone Ind AS Financial Statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone Ind AS Financial Statements give the informationrequired by the Companies Act 2013 ("the Act") in the manner so required andgive a true and fair view in conformity with the Indian Accounting Standards prescribedunder section 133 of the Act read with the Companies (Indian Accounting Standards)Rules2015 as amended (the Ind AS) and other accounting principles generally accepted inIndia of the state of affairs of the Company as at March 31 2020 and its profit andtotal comprehensive income changes in equity and its cash flows for the year ended onthat date.

Basis for Opinion

We conducted our audit of the Standalone Ind AS Financial Statements in accordance withthe Standards on Auditing (SAs) specified under section 143(10) of the Companies Act2013. Our responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Ind AS Financial Statements section ofour report. We are independent of the Company in accordance with the Code of Ethics issuedby the Institute of Chartered Accountants of India (ICAI) together with the ethicalrequirements that are relevant to our audit of the Standalone Ind AS Financial Statementsunder the provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the Standalone Ind AS Financial Statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Standalone Ind AS Financial Statements of the currentperiod. These matters were addressed in the context of our audit of the Standalone Ind ASFinancial Statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Key Audit Matter Auditor's Response
Leases Principal audit procedures performed:
Ind AS 116 Leases is applicable from April 01 2019 and introduces a new lease accounting model wherein lessees are required to recognise a right-of-use (ROU) asset and a lease liability in their balance sheet in respect of contracts which qualify as a lease. We have performed the following procedures:
(i) Assessed the appropriateness of the accounting policy for leases as per relevant accounting standard with special reference to methodology of the selected transition approach to this standard.
Ind AS 116 Leases involves certain key judgements with respect to identification of leases determination whether there is reasonable certainty that an extension or termination option will be exercised identification of appropriate discount rate using the interest rate implicit in the lease or lessee's incremental borrowing rate as applicable to calculate the lease obligation measuring any impairment of the 'right of use asset' modification/ termination to the leases etc. (ii) Evaluated and tested Company's internal control processes in relation to lease identification assessment of the terms and conditions of lease contracts and the calculation of the related lease liability and ROU asset.
(iii) Evaluated the reasonableness of Company's key judgements and estimates made in preparing the transition adjustments specifically in relation to the lease term and discount rate.
The Company has adopted Ind AS 116 Leases with effect from April 01 2019 using the modified retrospective method along with transition option to recognise right-of-use assets (RoU) at an amount equal to the lease liability (Refer Note No. 2.5 of the Standalone Ind AS Financial Statements). (iv) Testing the completeness and accuracy of underlying lease data and Ind AS 116 adjustments by checking its reconciliation with the number of operating lease contracts and relevant records of the Company.
The assessment of the impact of transition to Ind AS 116 is significant to our audit as it involves selection of the transition option and identification and processing all relevant data associated with the leases which is complex. Significant judgement is required in the assumptions and estimates made in the measurement of the ROU asset and lease liability. Such assumptions and estimates include assessment of lease term including termination and renewal options and determination of appropriate discount rates. (v) Tested the accuracy and existence of the ROU asset and lease liability recognised on transition by examining the original lease agreements and reperforming the calculations after considering the impact of the variable lease payments if any.
Based on the above factors the implementation of the new accounting standard on leases has been identified as a key audit matter. (vi) Assessed the adequacy of the disclosures included in the Standalone Ind AS Financial Statements.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report and Corporate Governance Report but does not include the StandaloneInd AS Financial Statements and our Auditor's Report thereon.

Our opinion on the Standalone Ind AS Financial Statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Ind AS Financial Statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the Standalone Ind AS FinancialStatements or our knowledge obtained during the course of our audit or otherwise appearsto be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone IndAS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these Standalone Ind AS FinancialStatements that give a true and fair view of the financial position financialperformance total comprehensive income changes in equity and cash flows of the Companyin accordance with the accounting principles generally accepted in India including theIndian Accounting Standards specified under section 133 of the Act. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Standalone Ind AS FinancialStatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the Standalone Ind AS Financial Statements the Board of Directors isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind ASFinancial Statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these Standalone Ind AS Financial Statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Ind ASFinancial Statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Companies Act 2013 we are also responsible for expressing our opinionon whether the Company has adequate internal financial controls system over financialreporting in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe Standalone Ind AS Financial Statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.

• Evaluate the overall presentation structure and content of the Standalone IndAS Financial Statements including the disclosures and whether the Standalone Ind ASFinancial Statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the Standalone Ind AS FinancialStatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Sub Section (11) of Section 143 ofthe Companies Act 2013 and on the basis of such checks of the books and records of theCompany as we considered appropriate and according to the information and explanationgiven to us we give in "Annexure-A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143 (3) of the Act based on our audit we report that:

a. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c. The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Statement of Changes in Equity and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

d. In our opinion the aforesaid Standalone Ind AS Financial Statements comply with theIndian Accounting Standards ("Ind AS") prescribed under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on March31 2020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 from being appointed as a director in terms of Section 164 (2) of theAct.

f. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure-B".

g. With respect to the other matters to be included in the Auditor's Report inaccordancewith the requirements of section 197(16) of the Act as amended:

In our opinion and according to the best of our information and according toexplanations given to us the remuneration paid / accrued by the Company to its Chairmanand Managing Director for the year ended March 31 2020 was paid as per Schedule V Part IISection II of the Companies Act 2013 as the Profits for the year ended March 31 2020were inadequate. The amount paid is in excess of the amount as per section 197 of theCompanies Act 2013 but within the limits as approved by shareholders by way of specialresolution passed in their meeting held on 04.09.2018. To comply with the provisions ofSchedule V Part II Section II the Board as well as the Nomination and RemunerationCommittee has approved the change of term from 5 years to 3 years subject to approval ofshareholders in the ensuing Annual General Meeting of the Company.

h. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its Standalone Ind AS Financial Statements- Refer Note 37 of the StandaloneInd AS Financial Statements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

For Sahni Natarajan and Bahl
Chartered Accountants
Firm Registration No.: 002816N
Sd/-
Sudhir Chhabra
Partner
Membership No. 083762
UDIN: 20083762AAAAAR9784
Place: New Delhi
Date: June 26 2020

ANNEXURE-A TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON STANDALONE IND ASFINANCIAL STATEMENTS OF JAY BHARAT MARUTI LIMITED

(This is the annexure referred to in Para 1 of 'Report on Other Legal and RegulatoryRequirements' section of our Report of even date)

(i) . In respect of the Fixed Assets:

(a) The Company has maintained proper records showing the full particulars includingquantitative details and situation of fixed assets.

(b) The fixed assets covering significant value were physically verified during theyear by the management at such intervals which in our opinion provides for the physicalverification of all the Fixed Assets at reasonable interval having regard to the size ofthe Company and nature of its business. In our opinion and according to the informationand explanations given to us by the management no material discrepancies have beennoticed on such verification.

(c) According to the information and explanations given to us and on the basis ofexamination of records of the Company the title deeds of immovable properties are held inthe name of the Company.

(ii) Inventories except goods-in-transit and stock lying with the third parties havebeen physically verified by the management during the year. In our opinion the frequencyof such verification is reasonable. There were no material discrepancies noticed onphysical verification of inventories as compared to the book records.

(iii) In our opinion and according to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms limitedliability partnerships or other parties covered in the register maintained under section189 of the Companies Act 2013

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Companies Act2013 in respect of grant of loans making investments and providing guarantees andsecurities as applicable.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits as defined under the provisions of Sections 73 to 76or any other relevant provisions of the Companies Act 2013 and the rules framedthereunder. Accordingly the provisions of clause 3(v) of the Order are not applicable tothe Company.

(vi) In our opinion and according to the information and explanations given to us themaintenance of the cost records has not been specified by the Central Government undersection 148(1) of the Companies Act 2013 for the business activities carried out by theCompany. Accordingly the provisions of clause 3(vi) of the Order are not applicable tothe Company.

(vii) . In respect of the statutory and other dues:

(a) In our opinion and according to the information and explanations given to us theCompany has generally been regular in depositing undisputed statutory dues includingProvident Fund Employees' State Insurance Income Tax Sales Tax Service Tax Duty ofCustoms Duty of Excise Value Added Tax Goods and Services Tax Cess and any othermaterial statutory dues as applicable with the appropriate authorities. In our opinion andaccording to the information and explanations given to us no undisputed amounts payablein respect of the aforesaid dues were in arrears as at March 31 2020 for a period ofmore than six months from the date they became payable.

(b) In our opinion and according to the information and explanations given to usdisputed demand for Income Tax Sales Tax Service Tax Duty of Customs Duty of ExciseValue Added Tax Goods and Services Tax which have not been deposited with relevantauthorities as on March 31 2020 are given as under:

S.No. Name of Statue Nature of Dues Amount due (net of deposit *) (Rs. In Lakhs) Year to which amount relates Forum where dispute is pending
1 The Central Excise Act1944 Excise Duty (Interest on Supplementary Bill) 115.48 FY 2001- 2009 Supreme Court
2 Finance Act 1994 Service Tax 2.19 FY 2011-2016 CGST-Appeal-

Gurugram

3 Income Tax Act 1961 Income Tax 582.89 FY 2004-2005 to 2013-14 Income Tax Appellate Tribunal
4 Income Tax Act 1961 Income Tax 10821.87 FY 2007-08 to 2017-18 CIT (Appeals)

*Total amount deposited in respect of disputed Service Tax demands is Rs. 1.42 Lakhs.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of dues to financial institutions &banks. The Company has not borrowed from Government or by way of debentures.

(ix) According to the information and explanations given to us and to the best of ourknowledge and belief the Company has not raised any money by way of initial public offeror further public offer (including debt instruments) during the year. The term loans havebeen applied for the purpose for which those are raised.

(x) According to the information and explanations given to us and to the best of ourknowledge and belief no fraud by the Company or any fraud on the Company by its officersand employees has been noticed or reported by the Company during the year.

(xi) In our opinion and according to the best of our information and according toexplanations given to us the remuneration paid / accrued by the Company to its Chairmanand Managing Director for the year ended March 31 2020 was paid as per Schedule V Part IISection II of the Companies Act 2013 as the Profits for the year ended March 31 2020were inadequate. The amount paid is in excess of the amount as per section 197 of theCompanies Act 2013 but within the limits as approved by shareholders by way of specialresolution passed in their meeting held on 04.09.2018. To comply with the provisions ofSchedule V Part II Section II the Board as well as the Nomination and RemunerationCommittee has approved the change of term from 5 years to 3 years subject to approval ofshareholders in the ensuing Annual General Meeting of the Company.

(xii) According to the information and explanations given to us and to the best of ourknowledge and belief the Company is not a Nidhi Company. Accordingly the provisions ofclause 3(xii) of the Order are not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to usall transactions entered into with the Related Parties are in compliance with section 177and 188 of the Companies Act 2013 wherever applicable and details have been disclosed inthe Standalone Ind AS Financial Statements as required by the applicable accountingstandards.

(xiv) According to the information and explanations given to us and to the best of ourknowledge and belief the Company ' has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year.Accordingly the provisions of clause 3(xiv) of the Order are not applicable to theCompany.

(xv) According to the information and explanations given to us and to the best of ourknowledge and belief the Company has not entered into any non-cash transactions withdirectors or persons connected with them. Accordingly the provisions of clause 3(xv) ofthe Order are not applicable to the Company.

(xvi) According to the information and explanations given to us and to the best of ourknowledge and belief the Company is not required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934. Accordingly the provisions of clause 3(xvi) of theOrder are not applicable to the Company.

For Sahni Natarajan and Bahl
Chartered Accountants
Firm Registration No.: 002816N
Sd/-
Sudhir Chhabra
Partner
Membership No. 083762
UDIN: 20083762AAAAAR9784
Place: New Delhi
Date: June 26 2020

ANNEXURE-B TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON STANDALONE IND ASFINANCIAL STATEMENTS OF JAY BHARAT MARUTI LIMITED

(This is the annexure referred to in Para 2(f) under 'Report on Other Legal andRegulatory Requirements' section of our Report of even date)

Report on the Internal Financial Control Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of JAY BHARATMARUTILIMITED ("the Company") as of March 31 2020 in conjunction with our auditof the Standalone Ind AS Financial Statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India (ICAI). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the Standalone Ind AS Financial Statements whether due to fraudor error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of Standalone Ind AS Financial Statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that:

1. pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

2. provide reasonable assurance that transactions are recorded as necessary to permitpreparation of Standalone Ind AS Financial Statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directors of thecompany; and

3. provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the Standalone Ind AS Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and according to the best of our information and according toexplanations given to us the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 312020 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Sahni Natarajan and Bahl
Chartered Accountants
Firm Registration No.: 002816N
Sd/-
Sudhir Chhabra
Partner
Membership No. 083762
UDIN: 20083762AAAAAR9784
Place: New Delhi
Date: June 26 2020

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