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Polyplex Corporation Ltd.

BSE: 524051 Sector: Industrials
NSE: POLYPLEX ISIN Code: INE633B01018
BSE 00:00 | 09 Feb 1521.20 -9.00
(-0.59%)
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1522.95

HIGH

1537.50

LOW

1511.90

NSE 00:00 | 09 Feb 1518.45 -11.25
(-0.74%)
OPEN

1530.05

HIGH

1538.00

LOW

1513.00

OPEN 1522.95
PREVIOUS CLOSE 1530.20
VOLUME 8840
52-Week high 2870.00
52-Week low 1463.30
P/E 10.87
Mkt Cap.(Rs cr) 4,775
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1522.95
CLOSE 1530.20
VOLUME 8840
52-Week high 2870.00
52-Week low 1463.30
P/E 10.87
Mkt Cap.(Rs cr) 4,775
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Polyplex Corporation Ltd. (POLYPLEX) - Director Report

Company director report

Your Directors have pleasure in submitting the Thirty-sixth Annual Report together withAudited Standalone and Consolidated Financial Statements for the year ended March 312021.

Financial Highlights and Operations

During the year working results of the Company were as under:

a) Standalone Working Results:

(H in Lacs)

Particulars 2020-21 2019-20
Total Income (Revenue from operations and other income) 163754 149287
Profit before Finance Cost Depreciation and Amortization Tax and Exceptional Items 55914 37032
Less : Finance Costs 287 276
Less : Depreciation and Amortization 5739 5451
Profit before Tax and Exceptional Item 49888 31305
Add: Exceptional Item Gain/ (Loss) - -
Profit before Tax but after Exceptional Items 49888 31305
Less/(Add):Tax expense and prior period adjustment 4549 8323
Profit after Tax (PAT) 45339 22982
Other Comprehensive Income (19) (274)
Total Comprehensive Income for the period 45320 22708

b) Consolidated Working Results:

(H in Lacs)

Particulars 2020-21 2019-20
Total Income (Revenue from operations and other income) 497732 454851
Profit before Finance Cost Depreciation and Amortization Tax and Exceptional Items 127590 84212
Less : Finance Costs 1758 1802
Less : Depreciation and Amortization 27980 25333
Profit before Tax and Exceptional Item 97852 57077
Add: Exceptional Item Gain/(Loss) - 6941
Profit before tax but after Exceptional Items 97852 64018
Less/(Add):Tax expense and prior period adjustment 11655 14636
Profit after Tax (PAT) 86197 49382
Total Other Comprehensive Income 5219 22320
Total Comprehensive Income 91416 71702
Total Comprehensive Income attributable to owner of the parent 53677 42434
Total Comprehensive Income attributable to Non-Controlling Interest 37739 29268
Earnings Per Share (of H10/- Each) (H) (Basic & Diluted) 162.57 88.18

Year in Retrospect

During the year under review Company earned total income of H 163754 Lacs as comparedto H 149287 Lacs during the preceding year on Standalone basis including income by wayof dividend from subsidiary(ies) amounting to H 32183 Lacs (Previous Year H 19185 Lacs).Profit before Tax improved to H 49888 Lacs as compared to H 31305 Lacs during thepreceding year. Profit after Tax for the year was atH 45339 Lacs as compared to H 22982Lacs during the preceding year. During the year under review Company earned total incomeof H 497732 Lacs as compared to H 454851 Lacs during the preceding year on Consolidatedbasis. Profit before Tax and exceptional item improved to H 97852 Lacs as compared to H57077 Lacs during the preceding year. Profit after Tax was H 86197 Lacs as compared to H49382 Lacs during the preceding year.

Dividend

Board of Directors have declared and paid following Dividends during the year:

- 1st Interim dividend at the rate of H 32/- per share of the Face Value of H 10 each(@320%) (Record Date: August 26 2020)

- 2nd Interim dividend at the rate of H 15/- per share of the Face Value of H 10 each(@ 150%) (Record Date: November 20 2020); and

- 3nd Interim dividend (Special) at the rate of H 100/- per share of the Face Value ofH 10 each (@ 1000%) (Record Date: February 19 2021).

Your Board of Directors have also proposed payment of Final Dividend at the rate of H17/- per share of the Face Value of H 10 each (@170%) which would be paid after itsdeclaration by the Members at the ensuing Annual General Meeting. Cumulatively the Boardof Directors of the Company have declared / proposed total dividend of H 164 /- per share(@ 1640 %) for the year under review.

For the Previous Year 2019-20 Company has paid interim dividend @ H11/- per share andfinal dividend @H 6/- per share. Cumulatively total dividend of H 17/- per share (@ 170%).

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosures Requirements) Regulations 2015 ("SEBI (LODR)Regulations") the Board of Directors of the Company has formulated and adopted theDividend Distribution Policy. As per the Dividend Distribution Policy the Board ofDirector of your Company endeavours to ensure transparency in deciding the quantum ofdividend and commit a dividend pay-out ratio upto 20% of profits after tax (PAT) onconsolidated financials of the Company. The Board of Directors while taking decision forrecommendation of the dividend will take guidance from this policy and would ensure tomaintain a consistent approach to dividend pay-out plans. The Dividend Distribution Policyis available on the Company’s website www.polyplex.com.

Transfer to Reserves

A sum of H 250.00 Lacs from the Current Year’s profit has been transferred toGeneral Reserves (Previous Year H 250.00 Lacs).

Changes in the nature of business if any

There is no change in the nature of business of your Company during the year underreview.

Management Discussion and Analysis Report

As required by Regulation 34 read with Para B of Schedule V of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 {SEBI(LODR) Regulations 2015} a detailed ‘Management Discussion and AnalysisReport’ (MDA) is attached in a separate section forming part of the Annual Report.

More details on operations and views on the outlook for the current year are also givenin the ‘Management Discussion and Analysis Report’.

Share Capital and Buy Back

The Board of Directors of the Company at its meeting held on April 9 2020 hadapproved Buyback of fully paid-up equity shares of face value of H 10/- each of theCompany at a price not exceeding H 475/- per Equity Share ("Maximum BuybackPrice") and for an amount not exceeding H 5481.50 Lacs ("Maximum BuybackSize") excluding any expenses incurred or to be incurred for the buyback viz.brokerage costs fees charges taxes such as securities transaction tax and goods andservices tax (if any) stamp duty advisors fees printing and buyback tax expenses andother incidental and related expenses taxes and charges ("Transaction Costs")(such maximum amount hereinafter referred to as the "Buyback Offer Size") whichrepresents 9.9924% and 2.3949% of the aggregate of the Company's paid-up capital and freereserves (including securities premium) as on March 31 2019 on a standalone andconsolidated basis respectively from all the equity shareholders/ beneficial owners ofthe Equity Shares of the Company excluding the Promoter(s) and persons in control of theCompany ("Promoters") through the "open market mechanism through stockexchange route" as prescribed under the Securities and Exchange Board of India(Buy-Back of Securities) Regulations 2018 as amended (hereinafter referred to as"SEBI Buy-Back Regulations"). Your Directors are pleased to inform that in linewith the said approval the Company had bought back 592138 numbers of equity shares andextinguished the same. Consequently after the said extinguishment of equity shares theissued & paid-up capital of the Company stands reduced from H 319846000/-consisting of 31984600 numbers of equity shares of Nominal Value of H 10/- (Rupees Ten)each to H 313924620/- consisting paid up capital of 31392462 numbers of equityshares of Nominal Value of H 10/- (Rupees Ten) each during the financial year ended March31 2021.

Subsidiary Companies

During the year Company had following subsidiaries/ step-down subsidiaries whoseperformance are included in the Consolidated Financial Statements viz. Polyplex (Thailand)Public Company Limited Thailand Polyplex Trading (Shenzhen) Co. Ltd. China(Voluntarilyliquidated during the Financial Year 2020-21) EcoBlue Limited Thailand Polyplex (Asia)Pte. Ltd. Singapore Polyplex (Singapore) Pte. Ltd. Singapore Polyplex Europa PolyesterFilm Sanayi Ve Ticaret Anonim Sirketi Turkey Polyplex Paketleme Cozumleri Sanayi VeTickaret Anonim Sirketi Turkey Polyplex Europe B.V. Netherlands PAR LLC. USAPolyplex America Holdings Inc. USA Polyplex USA LLC. USA and PT Polyplex FilmsIndonesia Indonesia. Highlights of performance of Subsidiary Companies and theircontribution to the overall performance of the Company during the period under report arediscussed in MDA which forms part of the Annual Report. As required by Section 129 of theCompanies Act 2013 (‘the Act’) and other applicable laws ConsolidatedFinancial Statements of the Company and its subsidiaries are prepared in accordance withapplicable Indian Accounting Standards (Ind AS) issued by The Institute of CharteredAccountants of India (ICAI) forms part of the Annual Report. Statement as per provisionsof Section 129(3) of the Act containing the salient features of financialstatements ofthe Company’s subsidiaries in Form AOC-1 is attached and forms part of this report.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of subsidiaries are available on theCompany’s website on https://www.polyplex.com/investors. The Company will makeavailable the annual financial statements of the subsidiary company and the relateddetailed information to any members of the company on receipt of a written request fromthem.

The annual financial statements of the subsidiary company will also be kept open forinspection at the Registered Office of the Company on any working day during businesshours for a period of twenty-one days before the date of the meeting.

Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the respective notes to Financial Statements.

Deposits from public

The Company has not accepted any deposits from public during the Financial Year2020-21. There were no unclaimed deposits as at March 31 2021.

Directors’ Responsibility Statement

As required under Section 134(3)(c) of the Act in relation to the Financial Statementsfor the Financial Year 2020-21 the Board of Directors state that : -

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii) 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 as on March 31 2021 and of the Profit ofthe Company for the year ended on March 31 2021;

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

iv) Annual accounts have been prepared on a ‘going concern’ basis;

v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Directors and Key Managerial Personnel

Independent Directors and Declaration by Independent Directors

During the year Mr. Brij Kishore Soni Mr. Jitender Balakrishnan Dr. SureshInderchand Surana Ms. Pooja Haldea and Mr. Ranjit Singh served on the Board of theCompany. All the Independent Directors have given the requisite declaration that they meetthe criteria of independence as prescribed under the Act and SEBI (LODR) Regulations2015.

The Board of Directors have noted and taken on record the declaration and confirmationsubmitted by the Independent Directors after due assessment of the veracity of the same.

Non-Independent Directors and Directors Retiring by Rotation

During the year following Non-Independent Directors (including one Whole Time Director)served on the Board viz. Mr. Sanjiv Saraf Non-Executive Chairman from Promoter categoryMr. Sanjiv Chadha Non-Executive Director from Promoter category and Mr. Pranay KothariExecutive Director from non-promoter category.

Mr. Sanjiv Saraf retires by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for reappointment.

Mr. Pranay Kothari was appointed as Whole Time Director of the Company designated asExecutive Director for a period of three years and his terms will expire on September 62021. The Board of Directors in their meeting held on August 14 2021 approved hisre-appointment for a further period of three years with effect from September 7 2021 toSeptember 6 2024 on the recommendations of Nomination and Remuneration Committee subjectto the approval of the shareholders of the Company. The Board of Directors recommend theirre-appointments at the ensuing Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act Mr. Pranay Kothari Whole TimeDirector Mr. Manish Gupta Chief Financial Officer and Mr. Ashok Kumar Gurnani CompanySecretary are the Key Managerial Personnel of the Company.

Number of meetings of the Board

During the Financial Year 2020-21 eight meetings of the Board were held and the gapbetween two consecutive meetings was not more than 120 days. Details about the attendanceof Directors at these meetings are given in the Corporate Governance Report attached.

A separate meeting of the Independent Directors was held on July 20 2020 without theattendance of non-independent directors and members of management pursuant to theprovisions of Code for Independent Directors prescribed in Schedule IV of the Act.

Policy on Directors Appointment and Remuneration

The Nomination and Remuneration Committee (NRC) constituted by the Board of Directorshas laid down the criteria and process of identification/ appointment of Directors andpayment of remuneration. These include possession of requisite qualification experienceethics integrity and values absence of conflict with present or potential businessoperations of the company balanced and maturity of judgement willingness to devotesufficient time and energy high level of leadership vision and ability to articulate aclear direction for an organisation. While selecting or recommending appointment of anyDirector NRC shall have regard to the total strength of the Board prescribed under theArticles of Association and the Act composition of the Board with respect to Executiveand Non-Executive Directors and Independent and Non-Independent Directors and genderdiversity.

Appointment of Independent Directors must satisfy the criteria laid down under the Actrules made thereunder and SEBI (LODR) Regulations 2015.

Components of remuneration for Executive Directors would include normal Salarystructure including perquisites as applicable to senior employees as per policies /schemes of the Company. The appointment and overall remuneration as far as possible bewithin the statutory ceilings and subject to requisite approvals of the Members of theCompany and Central Government if required. Non-executive directors would be entitled topayment of sitting fee for attending a meeting of the Board or Committee thereof of suchamount as may be approved by the Board of Directors keeping in view the ceiling prescribedunder the Act or Rules framed thereunder. Further Non-executive directors may also bepaid commission up to 1% of the Net Profits of the Company subject to requisite approvalof the Board and Members. The policy on appointment of Directors and remuneration andother matters provided in Section 178(3) of the Act read with the applicable rules andRegulation 19 of the SEBI (LODR) Regulations 2015 are available on the Company’swebsite www. polyplex.com.

Board Committees and Directors Evaluation

The Board of Directors have carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and theCorporate Governance requirements prescribed under SEBI (LODR) Regulations 2015. Theperformance of the Board and Committees was evaluated by the Board after seeking inputsfrom all the directors on the basis of following criteria:

a) Degree of achievement of key responsibilities.

b) Structure and Composition.

c) Establishment and delineation of responsibilities to Committees.

d) Effectiveness of Board processes information and functioning.

e) Board culture and dynamics.

f) Quality of relationship between Board and Management.

g) Efficacy of communication with external stakeholders. The performance of individualdirectors was evaluated on following criteria:

a) Participation at Board/ Committee Meetings.

b) Knowledge and Skill.

c) Managing Relationships.

d) Personal Attributes.

Independent Directors of the Company in a separate meeting reviewed the performance ofnon-independent directors and the Board as a whole and as also the performance ofChairperson of the Company.

Particulars of employees and remuneration

a) A statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a separate annexure which forms part of this report marked as "AnnexureA".

b) Ratio of the remuneration of each director to the median employee’sremuneration and such other details as required under Section 197(12) of the Act read withRule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided in a separate annexure which forms part of this report marked as "AnnexureB".

Board Committees

Pursuant to the requirements under the Act and SEBI (LODR) Regulations 2015 the Boardof Directors have constituted various committees of Board such as Audit CommitteeNomination and Remuneration Committee Stakeholder’s Relationship CommitteeCorporate Social Responsibility Committee and Risk Management Committee. The details ofcomposition and terms of reference of these committees are mentioned in the CorporateGovernance Report.

Corporate Social Responsibility (CSR) Initiatives

Corporate Social Responsibility Report pursuant to Section 134(3) (o) of the Act andRule 9 of Companies (Corporate Social Responsibility Policy) Rules 2014 forms part ofthis report and is marked as "Annexure C".

Composition and the role of the Corporate Social Responsibility Committee number ofmeetings held and attendance of members thereof are provided in detail in the CorporateGovernance Report which forms part of this Report.

Corporate Social Responsibility (CSR) Policy as approved by the Board of Directors isavailable on the website of the Company on https://www.polyplex.com/investors.

Corporate Governance

Corporate Governance Report forms part of this Annual Report. Compliance Certificatefrom the RSM & Co. Practising Company Secretaries regarding compliance of theconditions of Corporate Governance as stipulated in SEBI (LODR) Regulations 2015 isannexed to this report.

Business Responsibility Report (BRR)

The Company is pleased to inform that it is among the top 1000 companies as per themarket capitalisation criteria at the BSE Limited and/or National Stock Exchange of IndiaLimited as on March 31 2021. Accordingly pursuant to Securities and Exchange Board ofIndia (herein after referred as ‘SEBI’) Circular dated November 4 2015 andRegulation 34(2)(f) of the SEBI (LODR) Regulations 2015 the Company presents itsBusiness Responsibility Report for the financial year ended on March 31 2021. BRR formspart of this Report.

Whistle Blower Policy / Vigil Mechanism

The Company has formulated Whistle Blower Policy in line with the provisions ofsub-section 9 and 10 of Section 177 of the Act and SEBI (LODR) Regulations 2015. ThisPolicy establishes a vigil mechanism for Directors and employees to report genuineconcerns regarding unethical behavior actual or suspected fraud or violation of theCompany’s Code of Conduct. A copy of the said Policy is available on the website ofthe Company at www.polyplex.com.

Auditors

Statutory Auditors

In accordance with the provisions of the Companies Act 2013 and Rules made thereunderM/s. S.S. Kothari Mehta & Co. Chartered Accountants (Firm Registration No. 000756N)were appointed as Statutory Auditors of the Company for a term of five years from theconclusion of 32nd Annual General Meeting held on September 11 2017 until the conclusionof 37th Annual General Meeting to be held in the year 2022. The Auditors’ Report onthe Financial Statements of the Company for the Financial Year 2020-21 to the Members ispart of Annual Report. There are no qualifications reservations or adverse remarks ordisclaimers requiring any explanation in their report.

Internal Auditors

The Board of Directors on the recommendations of the Audit Committee have reappointedM/s. Jain Pramod Jain & Co. Chartered Accountants as the Internal Auditors of theCompany for the Financial Year 2021-22.

Cost Auditors

Your Company is required to make and maintain cost records for plastic films asspecified by the Central Government section (1) of Section 148 of the Act. Accordinglyyour Company has been making and maintaining these records as required. In terms ofSection 148 of the Act read with Companies (Cost Records and Audits) Rules 2014 TheBoard of Directors on the recommendations of the Audit Committee have reappointed M/s.Sanjay Gupta & Associates Cost Accountants (Firm Registration No. 000212) as CostAuditors to audit the Cost Records of the Company for the Financial Year 2021-22. In termsof Rule 14 of the Companies (Audit and Auditors) Rules 2014 the remuneration payable tothe Cost Auditor is required to be ratified by the Members. Accordingly a resolutionseeking ratification of the remuneration payable to the said Auditors has been included inthe Notice convening the ensuing Annual General Meeting.

Secretarial Auditors

The Board of Directors on the recommendations of the Audit Committee have reappointedM/s. RSM & Co. Practicing Company Secretaries New Delhi as Secretarial Auditors ofthe Company for the Financial Year 2020-21 pursuant to the provisions of Section 204 ofthe Act and Rules made thereunder read with Regulation 24A of the SEBI (LODR) Regulations2015 and other applicable provisions if any Secretarial Audit Report received from themis annexed herewith and marked as

Annexure D.

Observations and other remarks in the Secretarial Audit Report are self explanatory.

Other Statutory Information

Details relating to conservation of energy technology absorption foreign exchangeearnings and outgo prescribed under Section 134(3) (m) of the Act read with Companies(Accounts) Rules 2014 are given in Annexure E.

Annual Return

In Compliance with the provisions of the Section 92 (3) read with Section 134(3) (a) ofthe Act the Annual Return (Form No. MGT 7) of the Company is available on theCompany’s website on https://www.polyplex.com/investors.

Related Party Transactions

None of the transactions with any of related parties were in conflict with theCompany’s interest. Prescribed disclosure as required by the Ind AS -24 has been madein the Notes to the Financial Statements. All related party transactions are negotiated onan arms-length basis and are in the ordinary course of business. Therefore the provisionsof Section 188(1) of the Act are not applicable to such transactions. Further thedisclosure of related party transactions as required under Section 134 (3) (h) of the Actin Form AOC-2 is not applicable to Company for the Financial Year 2020-21.

Wherever required omnibus approval of the Audit Committee is obtained and such RelatedParty Transactions are reported to the Audit Committee for its review. Further there wereno material Related Party Transactions during the year requiring approval of the members.

Policy on Related Party Transactions as approved by the Board of Directors is availableon the website of the Company on https:// www.polyplex.com/investors.

Risk Management

The Board of Directors of the Company has constituted a Risk Management Committee toframe implement and monitor the risk management plan for the Company. The Committee isresponsible for monitoring and reviewing the risk management plan and ensuring itseffectiveness. Composition and terms of reference of Risk Management Committee arementioned in the Corporate Governance Report. A detailed note has been provided under theManagement Discussion and Analysis which forms part of this report

Internal Financial Control

The Company has laid down well defined and documented Internal Financial Controls. TheCompany has an overall framework for managing the risks in terms of the Enterprise RiskManagement Policy. In the opinion of Board Internal Financial Controls affecting thefinancial statements are adequate and are operating effectively.

Confirmation

Your Company is in compliance with the Secretarial Standards on Meetings of the Boardof Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by theInstitute of Company Secretaries of India (ICSI). There have been no other materialchanges and commitments affecting the financial position of the Company which haveoccurred between the March 31 2021 and date of this Board’s Report.

There have been no instances of frauds reported by the Auditors under Section 143 (12)of the Act and the Rules framed thereunder either to the Company or to the CentralGovernment.

Significant and material orders and material There are orders passed by theno significant regulators or courts or tribunals during the year impacting the goingconcern status and Company’s operations in future.

Human Resources

Your Company is committed towards creation of opportunities for its employees that helpattract retain and develop a diverse workforce. Your Company lays due importance toconducive work culture for its employees. To reinforce core values and belief of theCompany various policies for employees’ empowerment have been framed to enrich theirprofessional personal and social life. In addition to above Company has also laid downCode of Conduct for Directors and Senior Management Personnel and Whistle Blower Policy.Company has also laid down a Policy under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Constituted Internal ComplaintsCommittee to redress the complaints. There were no complaints received during the year(Previous Year: Nil).

Listing of Shares and Depository System

Your Company’s equity shares are listed on the BSE Ltd. and the National StockExchange of India Ltd. Your Company’s equity shares are being traded in‘demat’ form since April 30 2001. Shareholders of the Company who are stillholding shares in physical form are advised to get their physical shares dematerialized byopening an account with one of the Depository Participants.

Acknowledgement

Your Directors wish to place on record their appreciation of the wholehearted andsincere cooperation the Company has received from the various departments of Central/StateGovernments Financial Institutions Bankers and the Auditors of the Company. YourDirectors also wish to place on record their appreciation of the dedicated and sincereservices rendered by the employees of the Company.

For and on behalf of the Board of Directors
Sd/-
Date : August 14 2021 Sanjiv Saraf
Place : New Delhi Chairman
DIN: 00003998

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