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Lahoti Overseas Ltd.

BSE: 531842 Sector: Others
NSE: N.A. ISIN Code: INE515C01023
BSE 09:07 | 23 May 45.00 0.30
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NSE 05:30 | 01 Jan Lahoti Overseas Ltd
OPEN 45.00
PREVIOUS CLOSE 44.70
VOLUME 150
52-Week high 47.50
52-Week low 18.00
P/E 7.83
Mkt Cap.(Rs cr) 131
Buy Price 45.00
Buy Qty 149.00
Sell Price 46.40
Sell Qty 500.00
OPEN 45.00
CLOSE 44.70
VOLUME 150
52-Week high 47.50
52-Week low 18.00
P/E 7.83
Mkt Cap.(Rs cr) 131
Buy Price 45.00
Buy Qty 149.00
Sell Price 46.40
Sell Qty 500.00

Lahoti Overseas Ltd. (LAHOTIOVERSEAS) - Director Report

Company director report

TO THE MEMBERS OF LAHOTI OVERSEAS LIMITED

Your Company's Directors take pleasure in presenting the Twenty SixthAnnual Report along with Audited Financial Statements of your Company and its subsidiariesfor the Financial Year ended March 31 2021.

FINANCIAL RESULTS:

The financial performance of the Company for the year ended March 312021 is summarized below:

(Rs in lakhs)

Particulars Standalone Consolidated
For the Financial Year Ended For the Financial Year Ended
March 31 2021 March 31 2020 March 31 2021 March 31 2020
Gross Income 47735.92 40028.81 47756.56 40030.41
Gross Profit before Depreciation and Tax 1397.41 1146.44 1417.87 1147.85
Less: Depreciation 308.59 325.85 308.59 325.86
Profit Before Tax 1088.82 820.59 1109.29 821.99
Provision for Tax
Current Tax 294.63 290.08 296.91 290.96
Deferred Tax (10.17) (9.25) (10.17) (9.25)
Profit after Tax before period items 842.62 371.01 860.80 37 1.53
Balance b/f from previous year 10325.55 9662.71 10471.14 9662.75
Amount available for appropriation 11168.17 10033.72 11331.94 10034.28
Less: Dividend Payout - 175.02 - 175.02
Corporate Dividend Tax - 35.99 - 35.99
Transferred to General Reserves - - - -
Reserves and surplus 12972.26 12145.20 13135.94 12290.75

RESULTS OF OPERATIONS:

During the year under review your Company has reported a standalonetotal operational income of Rs. 47008.02 Lakhs as compared to Rs. 39637.10 Lakhs for theprevious year. Further the net profit for the current year under review was Rs. 804.36Lakh as compared to Rs. 539.76Lakhs in previous year.

DIVIDEND:

Your Directors are pleased to declare a interim dividend @ 20% (i.e.0.40) per equity share on 29171500 Equity shares of Face Value of Rs. 2each amountingto Rs. 11668600 for the Financial Year 2020-21.

In view of the changes made under the Income-tax Act 1961 by theFinance Act 2020 dividends paid or distributed by the Company is taxable in the hands ofthe Shareholders. Your Company shall accordingly make the payment of the Final Dividendafter deduction of tax at source. For further details regarding TDS on Dividend membersare requested to refer Annexure III of the Notice of Annual General Meeting.

The Register of Members of the Company will remain closed from TuesdaySeptember 22 2021 to Monday September 28 2021(both days inclusive) for annual closing.

GENERAL RESERVE

The Company has not transferred any amount to the General Reserveduring the financial year ended March 31 2021.

INVESTOR EDUCATION AND PROTECTION FUND

During the year the unclaimed dividend amount of Rs.86769.60pertaining to the dividend for the financial year ended March 31 2013 were transferred tothe Investor Education & Protection Fund in compliance with the provisions of Sections124 and 125 of the Companies Act 2013

In compliance with these provisions read with the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 yourCompany also transferred 10851 Equity shares to the Demat Account of the IEPF Authorityin respect of which dividend had remained unpaid/unclaimed for a consecutive period of 7years.

NATURE OF BUSINESS AND CHANGES THEREIN:

The Company is engaged in the business of Merchant Exports of Cottontextiles and to specialize in the export of quality Cotton Yarns and fabrics. Lahoti'srange today covers a wide variety of Cotton Yarns including carded & combed ring spunyarns of coarse & fine counts ply yarns special yarns and grey knitted and wovenfabrics.

The Company is also engaged in the business of sefting up of Powerprojects and to generate supply distribute transmit and transform electric or othersources of power.

During the year under review there has been no change in the nature ofbusiness of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEENTHE END OF THE

FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes or commitments affecting thefinancial position of the Company between the end of the financial year to which thefinancial statements relate and the date of report.

SUBSIDIARY COMPANY:

The Company have 1(one)Wholly Owned Subsidiary:

1. G. Varadan Limited.

During the year under review no company became or ceased to be asubsidiary joint venture or associate of the Company.

The Board of Directors ('the Board')reviewed the affairs of thesubsidiaries. In accordance with Section 129(3) of the Companies Act 2013 we haveprepared consolidated financial statement of the Company and all its subsidiary whichform part ofthe Annual Report. Further a statement containing the salient features of thefinancial statement of our subsidiary in the prescribed format AOC-1 is appended as Annexure1 to the Directors' Report.

The Audited Consolidated Financial Statements (CFS) of your Company forthe financial year ended March 31 2021 prepared in compliance with the provisions of IndAS 27 issued by the Institute of Chartered Accountants of India (ICAI) and notified by theMinistry of Corporate Affairs (MCA) Government of India also form part of this AnnualReport.

The Annual Reports of the Subsidiary will be made available forinspection by any Member of the Company at the Registered Office of your Company at 307Arun Chambers Tardeo Road Mumbai - 400 034 between 11:00 A.M. to 1:00 P.M. on anyworking day upto the date of ensuing AGM. The Annual Reports of the aforesaid Subsidiaryfor the financial year ended March 31 2021 shall be provided to any Member of the Companyupon receipt of written request. In view of the continuing statutory restrictions on themovement of persons at several places in the Country Members may also send an advancerequest at the e-mail id - investor@lahotioverseas.com for an electronic inspection of theaforesaid documents.

The Annual Reports along with the Audited Financial Statements of theSubsidiary of your Company are also available on the website of the Company atwww.lahotioverseas.in

No Independent Director on the Board of the Company is required to beinducted on the Board of its subsidiary as the subsidiary is not a material non-listedsubsidiary Company as defined in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Audit Committee of the Company reviews the financialstatements of the unlisted subsidiary company. The minutes of the Board meetings ofunlisted subsidiary company are regularly placed at the Board meetings of the Company.

DEPOSIT:

During the year under review your Company did not accept any depositsin terms of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014. No amounts were outstanding which were classified as 'Deposits'under the applicable provisions of Companies Act 2013 as on the date of Balance Sheet andhence the requirement for furnishing of details of deposits which are not in compliancewith the Chapter V of the Companies Act 2013 is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Section 188 of the Companies Act 2013 read with the Companies(Meetings of Board and its Powers) Rules 2014 specities the requirement for approval ofthe Board and/or the Members as and when applicable in related party transactions inrelation to contracts/arrangements.

During the year under review the Company has not entered into relatedparty transactions as per the provisions of Section 188 of the Companies Act 2013. Thusdisclosure in Form AOC-2 is not required. Further there are no materially significantrelated party transactions during the year under review made by the Company withPromoters Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company.

The Company has formulated a related party transactions policy and thesame is displayed on the website of the company viz.

http://lahotioverseas.in/PDFs/policies/related-party-transactions-policv.pdf

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form part of the notes to the Financial Statements provided in thisAnnual Report.

However the Company was not required to pass special resolution as theLoans advanced and investments made in accordance with the said provisions has notexceeded the limits as specified in the provision.

BOARD OF DIRECTORS:

As per the requirements of Section 149 152 of the Companies Act 2013(the Act) and such other applicable provisions of the Act and as per provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 which defines thecomposition of the Board the Board of Directors of the Company have been constituted incompliance with the said Sections.

Further at the time of appointment of an Independent Director theCompany issues a formal letter of appointment detailing their role and function in theCompany the format of the letter of appointment whereof is available on the website ofthe Company at: http://lahotioverseas.in/PDFs/terms-and-conditions-of-appointment-of-independent-directors.pdf

As on the date of this report the Company's Board consists of thefollowing Independent Directors:

1. Mr. Prakash Ramchandra Bang

2. Mr. Prem Sardarilal Malik

3. Ms. Meghna Panchal

As per Section 152 and other applicable provisions of the CompaniesAct 2013 read with applicable Articles of the Articles of Association of the Companynone of the Director of the Company is liable to retire by rotation and is eligible forre-appointment.

KEY MANAGERIAL PERSONNEL

Mr. Umesh Lahoti Managing Director Mr. Ujwal Lahoti ExecutiveDirector Mr. Aadhitiya Lahoti Executive Director Mr. Pradeep Bachhuka Chief FinancialOfficer and Ms. Akshita Jhawar Company Secretary& Compliance Officer are the KeyManagerial Personnel of the Company in terms of Section 2(51) read with Section 203(1) ofthe Companies Act 2013.

DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Prakash Ramchandra Bang Mr. Prem Sardarilal Malik and Ms. MeghnaVijay Panchal are the Independent Directors on the Board of the Company.

The Company has received the declaration from all the IndependentDirectors confirming that they meet the criteria as set out in the provisions of Section149(6) of the Companies Act 2013 and the relevant provisions of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

A) Formal Annual Evaluation

In terms of the provisions of the Companies Act 2013 read with Rulesissued thereunder and SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 the Board of Directors on recommendation of the Nomination and RemunerationCommittee have evaluated the effectiveness of the Board/ Director(s) for the financialyear 2020-2021.

COMMITTEES OF BOARD:

The Board has 4 Committees: Audit Committee Stakeholder's RelationshipCommittee Nomination and Remuneration Committee and the Corporate Social ResponsibilityCommittee. A detailed note on the functions of the Board and Committee are provided in theCorporate Governance Report. The Composition of the Committees are as follows:

1. Audit Committee

The Audit Committee comprises of the following members:

Name of the Director Designation in t he Committee
Mr. Prakash Ramchandra Bang (Independent Director) Chairperson
Ms. Meghna Vijay Panc hal (Independent Director) Member
Mr. Prem Sardarilal Malik (Independent Director ) Member

Kindly refer to the section on Corporate Governance under the head'Audit Committee' for matters relating to constitution meetings and functions of theCommittee.

2. Stakeholder's Relationship Committee

Name of the Director Designation in the Committee
Ms. Meghna Vijay Panchal (Non-Executive Independent Director) Chairperson
Mr. Umesh Rambilas Lahoti (Managing Director) Member
Mr. Ujwal Rambilas Lahoti (Executive Director) Member

Kindly refer to the section on Corporate Governance under the head'Stakeholders Relationship Committee' for matters relating to constitution meetings andfunctions of the Committee.

3. Nomination and Remuneration Committee

Name of the Director Designation in the Committee
Ms. Meghna Vijay Panchal (Independent Director) Chairperson
Mr. Prakash Ramchand ra Bang (Independent Director) Member
Mr. Prem Sardarilal Malik (Independent Director) Member

Kindly refer section on Corporate Governance under the head'Nomination & Remuneration Committee' for matters relating to constitution meetingsfunctions of the Committee and the remuneration policy formulated by this Committee.

4. Corporate Social Responsibility Committee

Name of the Director Designation in the Committee
Mr. Ujwal Rambilas Lahoti (Executive Director) Chairperson
Mr. Prakash Ramchandra Bang (Independent Director) Member
Mr. Umesh Rambilas Lahoti (Managing Director) Member

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND VARIOUS COMMITTEE:

During the year Five Board Meetings were convened and held thedetails of number of meetings of the Board and various Committee during the Financial Year20202021 forms part of the Corporate Governance Report.

COMPANIES POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

In Compliance with Section 178 of the Companies Act 2013 and therelevant provisions of SEBI (Listing Obligations and Disclosure Requirement) Regulations2015 the Board constituted the Nomination and Remuneration Committee comprising of Three(3) NonExecutive Independent Directors of the Company and further the Board inconsultation with the Nomination and Remuneration Committee formulated the Nomination andRemuneration Policy.

The Remuneration policy of the Company comprises inter alia the aimsand objectives principles of remuneration guidelines for remuneration to Executive andNon-Executive Directors and Key Managerial Personnel and criteria for identification ofthe Board Members and appointment of Senior Management.

The Criteria set out identification of the Board members are givenhereunder:

1. The Committee shall identify and ascertain the integrityqualification expertise and experience of the person for appointment as Director KMP orat Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification expertise andexperience for the position he / she is considered for appointment. The Committee hasdiscretion to decide whether qualification expertise and experience possessed by a personis sufficient / satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of anyperson as Whole-time Director who has attained the age of seventy years. Provided that theterm of the person holding this position may be extended beyond the age of seventy yearswith the approval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

The Nomination and Remuneration Policy has been posted on the websiteof the Company

http://lahotioverseas.in/PDFs/policies/nomination-and-remuneration-committee-policy.pdf

ANNUAL EVALUATION OF THE BOARD:

Pursuant to applicable provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board had adopteda formal mechanism for evaluating its own performance and as well as that of itsCommittees and individual Directors including the Chairperson of the Board.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls withreference to financial statement. During the year no reportable material weakness in thedesign or operations were observed.

INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR)

The Company has in place adequate internal financial controlscommensurate with the size scale and complexity of its operations. During the year suchcontrols were tested and no reportable material weakness in the design or operations wereobserved. The Company has policies and procedures 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has constituted a CSR Committee comprising of Mr. UjwalRambilas Lahoti as Chairperson Mr. Umesh Rambilas Lahoti & Mr. Prakash RamachandraBang as its members. The Committee is responsible for formulating and monitoring the CSRpolicy of the Company.

CSR activities as per the provisions of the Companies Act 2013 maybe undertaken by the Company through a registered trust or a registered society.

The CSR policy as adopted by the Company can be viewed on the websiteof the Company at:http://lahotioverseas.in/PDFs/policies/corporate-social-responsibility-policy.pdf.

The Annual report on the CSR activities undertaken by the Company isappended to this report as Annexure -2.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND VARIOUS COMMITTEE:

During the year Five Board Meetings were convened and held thedetails of number of meetings of the Board and various Committee during the Financial Year20202021 forms part of the Corporate Governance Report.

VIGIL MECHANISM/WHISTLE BLOWER:

As per the provisions of Section 177(9) and 177(10) of the CompaniesAct 2013 and the relevant provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has adopted a Whistle Blower Policy to reportgenuine concerns or grievances and to deal with the instances of fraud and mismanagement.

The Whistle Blower Policy has been posted on the web site of theCompany

http://lahotioverseas.in/PDFs/policies/whistle-blower-policy.pdf

During the year under review there were no complaints/ concerns thatarose.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act 2013and to the best of their knowledge and belief and according to the information andexplanations obtained /received from the operating management your Directors make thefollowing statement and confirm that-

(a) in the preparation of the Annual Accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the directors had prepared the annual accounts on a going concernbasis;

(e) the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

AUDITORS AND AUDITORS' REPORT:

In accordance with Section 139(1) of the Companies Act 2013 read withthe Companies (Audit and Auditors) Rules 2014 N.G. Thakrar and Co. CharteredAccountants Mumbai (Registration No.110907W) Statutory Auditors of the Company holdoffice upto the end conclusion of the 27th Annual General Meeting of the Company.

The Reports of the Statutory Auditors N.G. Thakrar and Co. CharteredAccountants on the Standalone and Consolidated Financial Statements of the Company for theyear 2021 form part of this Annual Report. The statutory auditors have submitted aunmodified opinion on the audit of Financial Statements for the year 2021 and there is noqualification reservation adverse remark or disclaimer given by the Auditors in theirReport and therefore the same does not call for any further comments/explanation from theDirectors.

SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act 2013 andThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 YourCompany has appointed Kothari H. & Associates a firm of Practicing CompanySecretaries as a Secretarial Auditor of the Company for conducing secretarial audit ofCompany for the Financial Year 2020 - 21.

The report in respect of the Secretarial Audit carried out by KothariH. & associates Company Secretaries in Form MR-3 for the FY 2020-21 forms part to thisreport as Annexure 3. The said report does not contain any adverse observation orqualification requiring explanation or comments from the Board under Section 134(3) of theCompanies Act 2013.

EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential rights /sweat equity shares/ employee stock options or not made any provision of its own shares byemployees or by trustees for the benefit of employees during the Financial Year 2020-2021

The Company has not made any purchase or provision of its own shares byemployees or by trustees for the benefit of employees during the Financial Year 20202021.

LISTING:

At present the Company's Equity Shares are listed at BSE Limited andthe Company has paid Listing Fees to the above Stock Exchanges for the year 2021-22.

DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIALPERSONAL:

The table containing the names and other particulars of employees inaccordance with the provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure 4 to the Board's report.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.

RISK MANAGEMENT:

Risk management is the identification assessment and prioritizationof risks followed by coordinated and economical application of resources to minimizemonitor and control the probability and/or impact of unfortunate events or to maximizethe realization of opportunities. Risk management's objective is to assure uncertaintydoes not deflect the endeavor from the business goals.

The Company has laid down procedures to inform the members of the Boardabout the risk assessment and minimization procedures. A risk management committeeconsisting of senior executives of the Company periodically reviews these procedures toensure that executives' management controls risk through means of a properly definedframework. A senior independent director is associated with the committee. The Company hasframed the risk assessment and minimization procedure which is periodically reviewed bythe Board. The risk management policy is displayed on the website of theCompanvviz.http://lahotioverseas.in/PDFs/policies/risk-management-policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis of the financialcondition and results of consolidated operations of the Company under review is annexedand forms an integral part of the Annual Report.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance for the year under review togetherwith the certificate from the Auditor of the Company regarding compliance of theconditions of Corporate Governance as stipulated in the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of the Annual Report.

CERTIFICATE FROM PCS UNDER SCHEDULE V (C) (10) (I) OF SEBI (LODR)

The Certificate from the practicing Company secretary as per Schedule V(C) (10) (i) of SEBI (LODR) certifying that none of the directors on the board of thecompany have been debarred or disqualified from being appointed or continuing as directorsof companies by the Board/Ministry of Corporate Affairs or any such statutory authority isannexed to this Director's Report as Annexure-5

ANNUAL RETURN:

The Annual Return in Form MGT-7 for the financial year ended 31stMarch 2021 is available on the website of the Company at lahotioverseas.in

ENERGY CONSERVATION MEASURES TECHNOLOGY ABSORPTION AND R & DEFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activity and thus itsoperations are not energy intensive. However adequate measures are always taken to ensureoptimum utilization and maximum possible saving of energy. The Company has installedenergy conservative equipment's like LED (Light Emitting Diode) lights instead of CFL(Compact Fluorescent Lamp).

The Company has maintained a technology friendly environment for itsemployees to work in. Your Company uses latest technology and equipment's. However sincethe Company is not engaged in any manufacturing the information in connection withtechnology absorption is NIL.

During the period under review the Company has earned Foreign Exchangeof Rs. 42380.76 Lakhs and incurred the Foreign Exchange outgo of Rs. 414.78 Lakhs

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review the Company has duly complied with theapplicable provisions of the Revised Secretarial Standards on Meetings of the Board of

Directors (SS-1) and General Meetings (SS-2) issued by the Institute ofCompany Secretaries of India (ICSI).

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place the "Policy on Prevention of SexualHarassment at the Workplace" in line with the requirements of the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013. During the yearunder review no complaints were received by the Committee for Redressal.

ACKNOWLEDGEMENT

Your Company's Directors wish to express their grateful appreciationfor co-operation and support received from customers financial institutions Banksregulatory authorities customers vendors and members and the society at large.

Deep sense of appreciation is also recorded for the dedicated effortsand contribution of the employees at all levels as without their focus commitment andhard work the Company's consistent growth would not have been possible despite thechallenging environment.

For and on behalf of the Board of Directors
Sd/- Sd/-
Ujwal Rambilas Lahoti Umesh Rambilas Lahoti
(Executive Chairman) (Managing Director)
(DIN 00360785) (DIN 00361216)
Place: Mumbai
Date: August 13 2021

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