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NTC Industries Ltd.

BSE: 526723 Sector: Consumer
NSE: N.A. ISIN Code: INE920C01017
BSE 00:00 | 16 Aug 82.45 0.65
(0.79%)
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80.20

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82.75

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80.00

NSE 05:30 | 01 Jan NTC Industries Ltd
OPEN 80.20
PREVIOUS CLOSE 81.80
VOLUME 1908
52-Week high 194.00
52-Week low 68.40
P/E 19.17
Mkt Cap.(Rs cr) 98
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 80.20
CLOSE 81.80
VOLUME 1908
52-Week high 194.00
52-Week low 68.40
P/E 19.17
Mkt Cap.(Rs cr) 98
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

NTC Industries Ltd. (NTCINDUSTRIES) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasures in presenting the 30th Annual Report togetherwith the Audited Statements of Accounts for the financial year ended 31st March2021.

Financial Highlights

The financial results of the Company during the year are given below:

Particulars

Standalone

Consolidated

Financial Year 2020-21 Financial Year 2019-20 Financial Year 2020-21 Financial Year 2019-20
1.a) Income from operations 2376.38 1508.33 3066.63 2220.19
b) Other income 439.19 540.68 439.95 559.33
2. Expenses 1883.15 1796.61 2038.81 2084.95
Profit/(Loss) before interest and depreciation 932.43 252.40 1467.76 694.57
Less: a) Finance Cost 27.03 30.91 73.11 129.64
b) Depreciation 50.55 51.47 190.66 191.59
Profit/ (Loss) before Exceptional 854.85 170.02 1203.99 373.34
Items
Add: Exceptional Items -- 186.44 - 186.44
Profit/ (Loss) before taxation 854.85 356.46 1203.99 559.78
Less:- Provisions for current tax
deferred tax and tax adjustments 225.94 76.57 400.31 118.57
for earlier years
Profit/ (Loss) After Tax 628.91 279.89 803.67 441.21
Add: Balance brought forward from last year 2314.47 2034.58 4027.82 3586.61
Less: Amount transferred to -- -- -- --
Reserves
Balance carried to the Balance Sheet 2943.38 2314.47 4831.48 4027.82

Dividend & Reserves

The Company has ongoing need of financial resources for the purpose of expansionactivities. In order to meet its growing funds requirement and conserve its resources andto plough back its entire profit into the expansion activities the directors have decidednot to declare dividend for the financial year 2020-21.

The Company has not proposed any transfer to its Reserves.

Review of operations

During the period under review the Company focused on improving productivity reducingcosts and utilized its cash flows most effectively.

During the year under review your company has achieved a total turnover of Rs. 1907.90Lakhs as compared to Rs. 1108.89 Lakhs in the previous year reflecting strong growth of72.05%. But the major evolution came in the export sales where your company achieved apraiseworthy escalation of 175.32%. The export sales increased to Rs. 1358.70 Lakhs fromRs. 493.50 Lakhs. Your company has PBT of Rs. 854.85 Lacs as compared to Profit of Rs.356.46 Lacs in the previous year.

Change in nature of business if any

During the year there was no change in the nature of business of the Company.

Changes in Share Capital

The paid-up Equity Share Capital of the Company as at 31st March 2021 stood at Rs.1194.40 Lacs. During the year under review your company has issued and allotted 1194000equity shares by way of preferential allotment to M/s YMS Finance Private Limited apromoter group company.

Subsidiaries Joint Ventures & Associate Companies

As on 31st March 2021 your company has 4 wholly owned subsidiaries. Duringthe financial year under review none of the companies have become or ceased to beSubsidiaries Joint Venture or Associate Company.

In accordance with Section 129(3) of the Companies Act 2013 the Company has prepareda Consolidated Financial Statement of the Company and all of its subsidiaries which isforming part of the Annual Report.

The Annual accounts of the subsidiary will be kept at the Registered Office of theCompany and also at the Registered Office of the subsidiary companies and will beavailable to the investors seeking information at any time during the working hours of theCompany except Saturday. Further as per section 136 of the Companies Act 2013 theaudited financial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of the subsidiaries are availableat our website. The Company does not have any Joint Venture or Associate company.

Pursuant to proviso to Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company s subsidiaries in Form AOC-1 isattached to the consolidated financial statements of the Company.

Pursuant to Regulation 16 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

(hereinafter referred to as "the Listing Regulations") the Company hasformulated a Policy on Material Subsidiary and the same is available on the website of theCompany at the link: http://www.ntcind.com/pdf/Secretarial-Documents/ntc_Policy_on_Material_Subsidiary.pdf.

Further as per section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and the annual audited accounts of each of the subsidiaries are available at ourwebsite at www.ntcind.com.

COVID 19

The spread of COVID-19 has severely impacted businesses around the globe. The situationis constantly evolving and Governments in certain states have imposed various restrictionswith the increase in number of COVID-19 cases during the month of March 2021. The Companyhas considered various internal and external information available up to the date ofapproval of financial statements in assessing the impact of COVID-19 pandemic on thefinancial statements for the year ended March 31 2021. The offices and the factory wereshut down during lock down phase. Operations has been resumed at the factory which arelocated in non-containment zones after complying with all the requirement related toSocial Distancing and mandatory to wear facemask face cover and have proper sanitizationswith proper interval with reduced work force. As part of the precautionary measuresundertaken by the Company employees have been advised to work from home to the extentfeasible. The Company does not foresee any significant impact in respect of its existingcontracts and agreements where the non-fulfillment of obligations by any party would leadto any material financial claim.

Board of Directors:

The Board comprises of an optimum mix of both Executive and Non-Executive Directorsincluding Independent

Directors and a Woman Director. The Board s composition and size is in compliance withthe provisions of the

Act and the Listing Regulations. The details of Directors of the Company and theremuneration drawn by them are given in the Annual Return which is available on thewebsite of the Company.

None of the Directors of the Company are disquali ed from being appointed as Directorsas speci ed in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment andQuali cation of Directors) Rules 2014.

A. APPOINTMENT/RE-APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement By Rotation:

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of your Company Ms. Vembi Krishnamurthy Radha (07141131) is due to retire byrotation at the ensuing Annual General Meeting and being eligible offers herself forre-appointment.

Appointment of Directors

Pursuant to the resignation of Mr. Upmanyu Pathak (DIN : 06563100) as Managing Directorof the Company with effect from the close of business hours on 22nd May 2021the Board of the Directors of the Company on the basis of the recommendation of theNomination & Remuneration ( N & RC ) appointed Mr. Priyawart

Dipakbhai Jariwala as Managing Director liable to retire by rotation with effect from22nd May 2021 and the said appointment is subject to the approval ofshareholders.

Mr. Niraj Sinha (DIN: 06979287) was appointed as additional director (Independent)w.e.f 25.04.2021 and Mr. Tapan Kumar Chakraborty (DIN: 09175798) was appointed asadditional directors (Non Executive) liable to retire by rotation w.e.f 22.05.2021. Theyholds office upto the date of the ensuing Annual General Meeting and their appointment issubject to approval of shareholders in the ensuing annual general meeting.

A brief resume of the Director being reappointed as required under Regulation 36(3) ofthe Listing Regulations forms a part of the Notice convening the ensuing AGM.

Independent director

At the 27th AGM of the Company Mr. Gaurav Somani (DIN: 06368949) and Mr.Amar Chand Baid (DIN: 07741980) were re-appointed as Independent Directors of the Companyfor a term of five consecutive years w.e.f. 1st April 2019 to hold office till 31stMarch 2024.

Statement On Declaration Given By Independent Directors Under Sub- Section (6) OfSection 149:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Regulation 25 of the SEBI

(Listing Obligation and Disclosure Requirements) Regulations 2015 ("ListingRegulations").

Appointment & Resignation of Whole time Key Managerial Personnel (KMP):

Mr. Upmanyu Pathak (DIN: 06563100) has been appointed as the Managing Director of theCompany w.e.f 09.11.2017 for a period of 3 (Three) year with the approval of members inthe 27th Annual General Meeting of the Company. He was re-appointed by theCompany for a further period of 3 years w.e.f 09.11.2020 at the Extra Ordinary Generalmeeting of the Company held on 11.02.2021. However due to his preoccupation Mr. UpmanyuPathak has resigned from the post of Director and Managing Director from the Board ofDirectors of the Company w.e.f 22.05.2021. The Board of the Directors of the Company onthe basis of the recommendation of the Nomination & Remuneration ( N & RC )appointed Mr. Priyawart

Dipakbhai Jariwala as Managing Director liable to retire by rotation with effect from22nd May 2021 and the said appointment is subject to the approval ofshareholders in the ensuing annual general meeting. The present KMP of the Company are asfollows :

Sl. No. Name Designation
1. Mr. Priyawart Dipakbhai Jariwala Managing Director
2. Mr. Prem Chand Khator Chief Financial Officer
3. Mr. Sunil Kumar Varma Company Secretary & Compliance Officer

B. NOMINATION & REMUNERATION POLICY

The Board of Directors have framed a policy which lays down a framework in relation toappointment remuneration and other matters provided in Section 178(3) of the Act forDirectors Key Managerial Personnel and senior Management Personnel of the Company. Thesame has been available at our website at www.ntcind.com.

C. BOARD EVALUATION

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 thecorporate governance requirements as prescribed under Listing Regulations. The performanceof the Board was evaluated after seeking inputs from all the directors on the basis of thecriteria such as the Board composition and structure effectiveness of board processesinformation and functioning etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the performance of the Chairman was also evaluatedon the key aspects of his role.

During the year under review 1 (one) meeting of independent Directors held on30.03.2021 where directors evaluated the performance of non-independent directorsperformance of the board as a whole and performance of the Chairman taking into accountthe views of executive directors and non-executive directors. The same was discussed inthe board meeting that followed the meeting of the independent Directors at which theperformance of the Board its committees and individual directors was also discussed.

The Directors expressed their satisfaction over the evaluation process and resultsthereof.

D. FAMILIARISATION PROGRAMME:

The Company has devised a programme for familiarisation of Independent Directors withthe Company their roles rights responsibilities in the Company nature of the industryin which the Company operates business model of the Company and related matters and thesame has been put up on the website of the Company.

Committees

Audit Committee

The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming a part of this Annual Report. Details relating tonumber of Audit Committee Meetings held dates of Meeting indicating the number ofmeetings attended by each Member are also given in the Corporate Governance Report. Therehas been no instance where the Board has not accepted the recommendations of the AuditCommittee.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.Details relating to number of Nomination and Remuneration Committee Meetings held datesof Meeting indicating the number of meetings attended by each Member are also given in theCorporate Governance Report.

Share Transfer cum Stakeholders Relationship Committee

The composition and terms of reference of the Share transfer cum StakeholdersRelationship Committee has been furnished in the Corporate Governance Report forming apart of this Annual Report. Details relating to number of Share Transfer cum StakeholdersRelationship Committee Meetings held dates of Meeting indicating the number of meetingsattended by each Member are also given in the Corporate Governance Report.

Auditors and Explanation to Auditor s Remarks

Statutory Audit

M/s. VKR & Associates Chartered Accountants (Firm Registration No. 320323E) theStatutory Auditor of your Company have conducted the Statutory audit of the Company forthe financial year 2020-21. The Independent Auditors Report for the financial year ended31st March 2021 forms a part of this Annual Report.

The Company is pleased to inform that there is no qualification / reservation / adverseremark made by the Statutory Auditors in their report.

No frauds were reported by auditors under sub-section (12) of section 143 of the Act.

Statutory Auditors

Your Company s Auditors M/s VKR & Associates Chartered Accountants (Firmregistration No 320323E) were appointed as the Statutory Auditors from the conclusion of26th Annual General Meeting till the conclusion of the 31st AnnualGeneral Meeting of the Company subject to ratification by members every year. The Companyhas received a certificate from the Auditor under section 141 of the Companies Act 2013 tothe effect that they are eligible to continue as Statutory Auditors of the Company.

Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 30th AGM.

The Auditors Report to the shareholders for the year under review does not contain anyqualifications or adverse remarks. The Notes on Financial Statements referred to in theAuditors Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

The Board has appointed Miss Prachi Todi Practicing Company Secretary to conductSecretarial Audit for the financial year 2020-21. The Company had provided all assistanceand facilities to the Secretarial Auditor for conducting their audit and the report of theSecretarial Auditor along with the Compliance Report for the financial year 2020-21 isannexed herewith marked as annexure gAh to this Report.

Explanation to the Observation raised in the Secretarial Audit Report

The Secretarial Audit Report contains the following observations:

Observation: a) A suit had been filed by shareholders of the Company in SealdahCivil & Criminal Court against Resolution passed in pursuance of Section 180(1) (a)and 180(1) (b) of the Act and the matter is subjudice.

b) Pursuant to Companies (Creation and Maintenance of Databank of IndependentDirectors) Rules 2019 every Independent Director is required to get himself registeredin the Data Bank of Independent Directors for a particular period. However the requisitecompliance has not been done by the Company as on the closure of the financial year underreview.

Boards Reply:

a) On 05.01.2015 some minority shareholders have filed a suit against the Company inthe court of Learned Fourth Civil Judge (Junior Division) at Sealdah West Bengal. TheCompany has filed its objection and reply and the matter is still subjudice in the court.

b) The management will register all the Independent directors of the Company in theData Bank of Independent Directors at the earliest and comply with Companies (Creation andMaintenance of Databank of Independent Directors) Rules 2019.

Internal Auditors

Pursuant to Section 138(1) of the Act M/s Garg Narender & Co. CharteredAccountants had been appointed as the Internal Auditor of the Company for the financialyear 2020-21 to conduct the Internal Audit of the Company. The Internal Auditor reports tothe Audit Committee of the Board and the report of Internal Audit is also placed at theMeetings of the Audit Committee for review.

No frauds were reported by auditors under sub-section (12) of Section 143 of the Act.

Annual Return

In accordance with Section 92 (3) read with Rule 12 of the Companies (Management andAdministration) Rules 2014 (as amended) a copy of the Annual Return of the Company ishosted on its website and can be accessed at https:// https://www.ntcind.com/.

Number of meetings of the Board of Directors

During the financial year 2020-21 9 (Nine) Board Meetings were held details of whichare given in the Corporate Governance Report. Details relating to dates of Board Meetingindicating the number of meetings attended by each Director are also given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

Directors Responsibility Statement

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) and 134(5) of the Companies Act 2013.

(a) in the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards had been followed along with proper explanation relatingto material departures if any;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and thestatement of profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Particulars of Loan Guarantees and Investments under Section 186

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the notes to standalone financial statement.

Particulars of Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered into by the Company during thefinancial yearwith Related Parties as defined under the Companies Act 2013 and ListingRegulations were in the ordinary course of business and on an arm s length basis.

During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on related party transactions i.e. there were no transactionsexceeding ten percent of the annual turnover as per the last audited financial statementsentered into during the year. Accordingly the disclosure required under section 134(3)(h)of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 isnot applicable to your Company

Further there are no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other Designated Personswhich may have a potential conflict with the interest of the Company at large. The detailsof related party transactions are disclosed and set out in Note 35 to the StandaloneFinancial Statements forming part of this Annual Report.

Your Company has framed a Policy on materiality of related party transactions anddealing with related party transactions as approved by the Board. The same can beaccessible on the Company s website athttps://www.ntcind.com/wp-content/uploads/2019/09/Policy-on-Related-Party-Transactions_ntc.pdf

Management Discussion and Analysis

A separate report on Management Discussion and Analysis containing a detailed analysisof the

Company s performance as per Regulation 34 of the Listing Regulations is annexedhereto.

Corporate Governance

A separate report on Corporate Governance along with the Certificate from the Auditorsof the Company as required by Regulation 34(3) of the Listing Regulation for its duecompliance is annexed hereto forming part of this Annual Report.

A certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of ListingRegulations inter alia confirming the correctness of the financial statementadequacy of the internal control measures and reporting of the matters to the AuditCommittee is also annexed.

Material Changes and Commitments Affecting the Financial Position of the Company

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are provided in annexuregBh to this Report.

Risk Management Policy

Your Company has developed and implemented a Risk Management framework which consist ofPlan & Policies pursuant to requirement of the provisions of the Companies Act 2013read with provisions of the Listing Regulations.

In this ever changing economic environment your company is exposed to various riskssuch as market risk financial risk liquidity risk principally interest rate riskcredit risk and risks associated with the economy regulations competition among others.The aforesaid Risk Management framework helps in identifying assessing monitoring andmitigationof various risks to key business objectives. The Audit Committee of the companyoversee and evaluate overall risk management framework which is periodically reviewed bythe Board of Directors to ensure that the executive management controls the risk as perdecided policy. The risk management issues are discussed in detail in the ManagementDiscussion and Analysis.

Adequacy of Internal Financial Controls

The Company s internal control systems are commensurate with the nature of its businessand the size and complexity of operations. These systems are routinely tested andcertified by Statutory as well as Internal Auditor and cover all offices factories andkey business areas. Significant audit observations and follow up actions thereon arereported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness ofthe

Company s internal control environment and monitors the implementation of auditrecommendations including those relating to strengthening of the Company s riskmanagement policies and systems.

Policy On Prevention of Insider Trading

Your Company has adopted a "Code of Practice & Procedure for FairDisclosure" as envisaged under SEBI

(Prohibition of Insider Trading) Regulations 2015 with a view to Regulate trading inequity shares of the Company by the Directors and Designated Employees of the Company. Thesaid Code is available on the website of the Company at the link:https://www.ntcind.com/wp-content/uploads/2019/09/Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-Unpublished-Price-Sensitive-Information_ntc.pdf

Vigil Mechanism

The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand the Listing Regulations with stock exchanges and it can be accessed at the website. Nopersonnel has been denied access to the Audit Committee. The Whistle Blower Policy alsoprovides for adequate safeguards against victimization of persons who use such mechanismand is also available at the Company s website at the linkhttps://www.ntcind.com/wp-content/uploads/2019/09/Vigilance-Mechanism-or-Whistle-Blower-Policy_ntc.pdf

Human Resources

Your Company believes in best HR practices by providing its employees a world classworking environment giving them equal opportunities to rise and grow. We continue toimplement the best of HR policies so as to ensure that talent retention is ensured at alllevels. Employee relations continued to be cordial and harmonious at all levels and in alldivisions of the Company during the year.

Particulars of Employees

Details pursuant to section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 form part ofthis Report and are annexed herewith as annexure gCh.

None of the employees of the Company is in receipt of remuneration exceeding the limitsprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Health Safety and Environmental Protection

Your Company has complied with all the laws applicable to the Company. The Company hasbeen complying with relevant laws and has been taking all necessary measures to protectthe environment and maximize worker protection and safety.

Deposits

The Company has not invited or accepted deposits from the public covered under Section73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014.

Details of Significant & Material Orders Passed by The Regulators or Courts orTribunal

There was no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company s operations in future.

Disclosures Under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013

An Internal Complaints Committee has been constituted under the Anti Sexual HarassmentPolicy approved by the Board of Directors of the Company which provides a forum to allfemale personnel to lodge complaints (if any) therewith for redressal. Your directorsfurther state that during the year under review there were no cases filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Acknowledgements

Your Directors wish to place on record their deep sense of appreciation to theshareholders bankers business associates retailers suppliers customers governmentand other regulatory agencies for their continued support and faith in the Company. YourBoard is grateful to the Independent Directors for their valuable contributions. All ofthem despite other business exigencies have shared their rich experience and knowledgewith the management to take your Company forward. Your Directors are also wish to place onrecord their appreciation for the whole-hearted co-operation dedication commitment andcontribution made by all the employees and look forward to their continued support.Inspired by this vision driven by values and powered by internal vitality your Directorslook forward to the future with confidence and stand committed to creating an evenbrighter future for all stakeholders.

For & on behalf of the Board
Priyawart Dipakbhai Jariwala Niraj Sinha
Managing Director Director
Place: Kolkata
Date: 29th June 2021

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