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Smartlink Holdings Ltd.

BSE: 532419 Sector: Financials
NSE: SMARTLINK ISIN Code: INE178C01020
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OPEN 110.80
PREVIOUS CLOSE 109.20
VOLUME 28
52-Week high 253.80
52-Week low 96.25
P/E 3.79
Mkt Cap.(Rs cr) 110
Buy Price 109.35
Buy Qty 2.00
Sell Price 110.30
Sell Qty 6.00
OPEN 110.80
CLOSE 109.20
VOLUME 28
52-Week high 253.80
52-Week low 96.25
P/E 3.79
Mkt Cap.(Rs cr) 110
Buy Price 109.35
Buy Qty 2.00
Sell Price 110.30
Sell Qty 6.00

Smartlink Holdings Ltd. (SMARTLINK) - Director Report

Company director report

TO

THE MEMBERS

The Directors of your Company take pleasure in presenting their 28thAnnual Report along with the audited financial statements for the financial year endedMarch 312021. The consolidated performance of the Company and its subsidiaries has beenreferred to wherever required.

1. FINANCIAL PERFORMANCE

Key highlights of standalone and consolidated financial performance forthe year ended March 312021 are summarized as under:

(Rs in Lakhs)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue 1493.41 1512.14 7026.91 7512.21
Other income 38.04 7.57 261.59 58.02
(Loss)/Profit before depreciation exceptional items and tax 828.32 (796.85) 1187.32 (750.38)
Less: Depreciation for the year 137.19 142.85 277.99 301.70
Less: Exceptional Item 0.00 424.78 0.00 424.78
(Loss)/Profit before tax 691.14 (1364.48) 909.33 (1476.86)
Less: Provision for tax
a) Current tax 80.48 173.38 80.48 173.38
b) Deferred tax 100.77 (141.44) (201.97) (141.42)
c) Adjustment of Income Tax of earlier year 7.93 (82.26) 7.93 (82.26)
Add/Less: Other Comprehensive Income 12.46 (29.31) 18.19 45.05
Profit/Loss after tax 514.41 (1343.48) 1041.08 (1471.61)
Earnings Per Share (') 3.77 (8.41) 7.80 (8.95)

2. STATE OF COMPANY'S AFFAIRS

2.1 Review of Standalone Financial Results

During the financial year 2020-21 your Company achieved standaloneIncome from operations of Rs.1493.41 lakhs as compared to Rs.1512.14 lakhs in the previousyear. The standalone profit after Tax stood at '514.41 lakhs for the year ending March312021 as compared to loss of Rs.1343.48 lakhs in the previous year.

2.2 Review of Consolidated Financial Results

During the financial year 2020-21 the Company achieved Income fromoperations of Rs.7026.91 lakhs as against Rs.7512.21 lakhs for the previous financialyear. Profit after Tax was Rs.1041.08 lakhs for the year ending March 312021 as comparedto loss of Rs.1471.61 lakhs in the previous year.

The COVID-19 pandemic continues to adversely impact lives livelihoodsand the economy in India with a devastating second wave wreaking havoc even as the threatof a third wave looms large. Rising uncertainty has reduced consumer and businessconfidence. This has resulted in industries not being able to sell their products andservices to customers disruptions in the production process and supply chain significantuncertainty with plummeting demands.

The Company has evaluated the impact of the pandemic on its businessoperations liquidity internal financial reporting and control and financial positionand based on the management's review of the current indicators and economicconditions there is no material impact on its financial results as at March 312021.

The Company is taking all necessary measures in terms of mitigating theimpact of the challenges being faced in the business.

During the year under review there is no change in nature of businessof the Company.

3. DIVIDEND

Your Directors have not recommended any dividend for the FY 2020-21.

4. TRANSFER TO RESERVES

The Board of Directors have proposed to transfer an amount of Rs.100.39Lakhs to the NBFC Reserved Fund for the FY 2020-21.

5. SHARE CAPITAL

The Paid-up Equity Capital of the Company as on March 312021 stood atRs.26600000/- consisting of 13300000 Equity Shares of Rs.2/- each. The Company hasnot issued shares with differential voting rights employee stock options and sweat equityshares. The Company has paid Listing Fees for the FY 2020-21 to each of the StockExchanges where its equity shares are listed.

6. BUYBACK

The Company completed its fourth buy-back of 3325000 equity shares ata price of Rs.95/- per equity share for an aggregate consideration of Rs.315875000(Rupees Thirty-One Crores Fifty-Eight Lakhs Seventy-Five Thousand Only). The offer size ofthe buy-back was 17.43% of the fully paid-up equity share capital and free reserves as perthe standalone audited accounts of the Company as on March 312020 and was within thestatutory limits of 25% of the fully paid-up equity share capital and free reserves as perthe last audited accounts of the Company. The buy-back process was completed and theshares were extinguished on May 27 2021. The Company's earlier buyback details aregiven below:

Sr. No.l Opening date Closing date Method of buyback Equity Shares bought back Price at which bought back
1. June 6 2016 June 17 2016 Tender Offer 7454850 110
2. June 13 2018 June 26 2018 Tender Offer 5600000 120
3. October 18 2019 November 12019 Tender Offer 3650000 130

7. ANNUAL RETURN

The Draft Annual Return of the Company for the financial year endedMarch 312021 is available on our website under the web link:https://www.smartlinkholdings.com/investor-relations.

8. MEETINGS

During the year 5 (Five) Board Meetings and 4 (Four) Audit CommitteeMeetings were held. The details of the same are given in the Corporate Governance Reportwhich forms part of this report. The intervening gap between the Meetings was within theperiod prescribed under the Act.

Pursuant to provisions of part VII of the Scheduled IV of the CompaniesAct 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirement)Regulation 2015 one meeting of Independent Directors was held on July 14 2020 fortransacting the business enumerated under the said provisions.

9. PARTICULARS OF LOANS / ADVANCES / GUARANTEE / INVESTMENTSOUTSTANDING DURING THE FINANCIAL YEAR

During the year the Company has not granted any loans to or providedany guarantees or securities under Section 186 of the Companies Act 2013.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

None of the transactions with related parties fall under the scope ofSection 188(1) of the Act.

All Related Party Transactions are placed before the Board forapproval. The Company has a Related Party Transactions Policy for the purpose ofidentification and monitoring such transactions.

The disclosures as required under IND-AS have been made in Note 36 tothe Standalone Financial Statements. The particulars of contracts or arrangements enteredby the Company with related parties pursuant to Section 134(3)(h) of the Act read withRule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure - H in Form AOC-2and the same form part of this report. The Policy on Related Party Transactions asapproved by the Board of Directors of the Company is available on the Company'swebsite athttps://www.smartlinkholdings.com/wp-content/uploads/2018/02/5.-Related-Partv-Transaction-Policv.pdf

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY

There was no material change/ commitment affecting the financialposition of the Company during the period from the end of the financial year on March312021 to the date of the Report.

12. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy and technologyabsorption are not applicable to the Company as it is a NBFC Company.

Foreign Exchange Gain (net) is given in note No. 24 of the standaloneFinancial Statements of the Company forming part of this report.

13. DETAILS OF SUBSIDIARY COMPANIES

The Company has three subsidiaries namely Digisol Systems LimitedSynegra EMS Limited and Telesmart SCS Limited as on March 312021.

The financial statements of the Company are prepared in accordance withSection 129(3) of the Companies Act 2013. Further a statement containing salientfeatures of the financial statements of our subsidiaries in prescribed format AOC-1 isappended as Annexure - G to the Directors' Report. The statement also provides thedetails of performance and financial position of each subsidiary.

In accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including consolidated financial statements will be available on ourwebsite www.smartlinkholdings.com. The Company would provide the annual accounts of thesubsidiaries and the related detailed information to the shareholders of the Company onspecific request made to it in this regard. The same will also be available at theRegistered Office of the Company for inspection during office hours.

The Company has formulated a Policy on Material Subsidiary as requiredunder Listing Regulations and the policy is uploaded on the website of the Company athttps://smartlinkholdings.com/wp-content/uploads/2017/06/Smartlink-Subsidiarv-Policv. pdf.

14. RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Companies Act 2013 the Companyhas a Risk Management (RM) framework to identify evaluate Business risks andopportunities. This framework seeks to create transparency minimize adverse impact on thebusiness objectives and enhance the Company's competitive advantage.

The risk framework defines the risk management approach across theenterprise at various levels including documentation and reporting. The framework helps inidentifying risk trend exposure and potential impact analysis at a Company level.

The Risk Management policy formulated by the Company has identified thekey business risks and also the plans to mitigate the risks.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Key Managerial Personnel

Mr. Kamalaksha Naik Executive Chairman Mr. K. G. Prabhu ChiefFinancial Officer and Ms. Urjita Damle Company Secretary have been designated as KeyManagerial Personnel in accordance with the provisions of Section 203 of the CompaniesAct 2013. There was no change in the Key Managerial Personnel during the year underreview.

b. Re-appointment of Directors

Ms. Arati Naik was appointed for a period of three years as anExecutive Director of the Company with effect from April 12019 at the 26thAnnual General Meeting (‘AgM') of the Company. Her term expires before the nextAgM to be held for the FY 2021-22. The Nomination and Remuneration Committee and Board ofDirectors of the Company recommended her re-appointment for a term of five years w.e.fApril 012022 subject to the approval of the Members at the ensuing AGM by way of aSpecial Resolution. A resolution seeking shareholders' approval for herre-appointment forms a part of the AGM Notice.

Mr. Pradeep Anant Rane was appointed as Independent Director at the 23rdAnnual General Meeting of the Company for a term of five years upto August 04 2021. TheNomination and Remuneration Committee and Board of Directors of the Company recommendedhis re-appointment for a second term of five years upto August 04 2026. The Board hasapproved the same subject to passing a Special Resolution by the members of the Company atthe ensuing AGM.

As per recommendation of the Nomination and Remuneration Committee andBoard of Directors of the Company Mr. Pradeep Gopal Pande was re-appointed as IndependentDirector of the Company to hold office for second term of two consecutive years atprevious Annual General Meeting of the Company.

Mr. K. R. Naik retires by rotation and being eligible offers himselffor re-appointment. A resolution seeking shareholders' approval for hisre-appointment forms part of the AGM Notice.

The Company has devised a Policy for performance evaluation of theBoard Committees and other individual Directors (including independent directors) whichincludes criteria for performance evaluation of Non-Executive Directors and ExecutiveDirectors. The evaluation process inter-alia considers attendance of the Directors atBoard and Committee meetings effective participation domain knowledge compliance withcode of conduct vision and strategy etc.

During the year under review the Non-Executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees commission and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board/Committee of the Company.

c. Declaration by Independent Director

Pursuant to sub-section (7) of Section 149 of the Companies Act 2013read with the rules made thereunder all the Independent Directors of the Company havegiven the declaration that they meet the criteria of independence as laid down insub-section (6) of section 149 of the Act and Regulation 16(1)(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Financial Control System commensurate withthe size scale and complexity of its operations. The Management evaluates the efficacyand adequacy of internal control system in the Company its compliance with operatingsystems accounting procedures and policies of the Company.

18. DEPOSITS FROM PUBLIC

The Company has neither invited nor accepted any deposits from thepublic during the FY 2020-21. The Company does not intend to invite or accept any depositsduring FY 2021-22 as such no amount on account of principal or interest on deposit frompublic was outstanding as on the date of the balance sheet.

19. SECRETARIAL AUDITOR AND AUDITORS' REPORT

PPursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Shivaram Bhat Company Secretary in Practice (ACS No. 10454 Certificate ofPractice No. 7853) to carry out the Secretarial Audit of the Company. The Report of theSecretarial Auditor for FY 2020-21 is attached herewith as Annexure - B. There are noqualifications observations or adverse remarks or disclaimer in the said report.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act 2013 read with rules madethereunder your Company has constituted a Corporate Social Responsibility Committee(‘CSR Committee'). The constitution of the committee is given in the CorporateGovernance Report. The CSR Committee has formulated and recommended to the Board aCorporate Social Responsibility Policy (‘CSR Policy') indicating the activitiesto be undertaken by the Company which has been approved by the Board. The CSR Policy isdisplayed on the website of the Company athttps://smartlinkholdings.com/wp-content/uploads/2018/02/3.-Corporate-Social-Responsibilitv-Policv.pdf. The requisite details on CSR activities pursuant to Section 135of the Act and the Companies (Corporate Social Responsibility Policy) Rules 2014 areannexed as Annexure - F to this Report.

21. AUDIT COMMITTEE

The composition of the Audit Committee is in line with the provisionsof Section 177 of the Act read with Regulation 18 of SEBI Listing Regulations. TheChairman of the Audit Committee is an Independent Director. The details of the compositionof the Audit Committee are given in the Corporate Governance Report which is part of thisreport. During the year all the recommendations of the Audit Committee were accepted bythe Board.

Further in terms of section 177(8) of the Companies Act 2013 it isstated that there were no such instances where the Board of Directors have not acceptedthe recommendations of the Audit Committee during the year 2020-21.

22. ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS

The Company has devised a Policy for performance evaluation of theBoard Committees and other individual Directors (including independent directors) whichincludes criteria for performance evaluation of Non-Executive Directors and ExecutiveDirectors. The evaluation process inter-alia considers attendance of the Directors atBoard and Committee meetings effective participation domain knowledge compliance withcode of conduct vision and strategy etc.

Pursuant to the provisions of the Companies Act 2013 and the ListingRegulations the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and other Committees.

a) Observations of board evaluation carried out for the year - Therewere no observations in the Board Evaluation carried for the year;

b) Previous year's observations and actions taken - There were noobservations of the Board for the last financial year;

c) Proposed actions based on current year observations - Notapplicable.

The manner in which the evaluation has been carried out has been givenin the Corporate Governance Report.

23. NOMINATION AND REMUNERATION COMMITTEE

The Board has on recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Senior Managementand their remuneration. The details of Remuneration Policy are stated in the CorporateGovernance Report.

The Company's remuneration policy is driven by the success andperformance of the individual employees senior management Executive Directors of theCompany and other relevant factors including the following criteria.

a) The level and composition of remuneration is reasonable andsufficient to attract retain and motivate Directors of the quality required to run theCompany;

b) Relationship of remuneration to performance is clear and meetsappropriate performance industry benchmarks; and

c) Remuneration to Directors Key Managerial Personnel and SeniorManagement involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors Key ManagerialPersonnel and all other employees is as per the Remuneration Policy of the Company.

The composition of the Nomination and Remuneration Committee (NRC) isin line with Section 178 of the Act read with Regulation

19 of SEBI Listing Regulations. The details of meetings and theirattendance are included in the Corporate Governance Report.

24. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee (SRC) is inline with Section 178 of the Act read with Regulation

20 of SEBI Listing Regulations. The details of the composition of theStakeholders Relationship Committee are given in the Corporate Governance Report which ispart of this report.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177 of the Companies Act 2013read with rules made thereunder the Company has established a vigil mechanism forDirectors and employees to report genuine concerns about unethical behavior actual orsuspected fraud or violation of code of conduct which provides for adequate safeguardsagainst victimization of director(s) / employee(s) and also provides for direct access tothe Chairman of the Audit committee in exceptional cases. The Audit Committee and theBoard of Directors have approved the Whistle Blower Policy and the details are availableon the website of the Company under the weblink:

https://smartlinkholdings.com/wp-content/uploads/2018/02/Whistle-Blower-Policy-Final-2019.pdf

26. CORPORATE GOVERNANCE

As required under Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Report on Corporate Governance as well asthe Auditor's Certificate regarding compliance of Conditions of Corporate Governanceforms a part of Annual Report as Annexure - C and Annexure - D respectively.

27. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL

The information required under section 197 of the Act read with Rule5(1)(i) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company and Directors is enclosed as "Annexure -G" to this report.

28. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

As per provisions of Section 4 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 your Company has constitutedan Internal Complaints Committee for redressal of complaints against sexual harassment.There were no complaints relating to sexual harassment pending at the beginning offinancial year received during the year and pending as on the end of the FY 2020-21.

29. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Auditors underSection 143(12) of the Act and Rules framed thereunder either to the Company or to theCentral Government.

30. STATUTORY AUDITOR AND AUDIT REPORTS

At the 25th Annual General Meeting held on August 7 2018 theShareholders had approved the appointment of M/s. MSKA & Associates CharteredAccountants (firm registration number 105047W) as the Statutory Auditors for a period of 5years commencing from the conclusion of the 25th Annual General Meeting untilthe conclusion of the 30th Annual General Meeting to be held in the year 2023.

Pursuant to the amendment to Section 139 of the Act effective May 72018 ratification by Shareholders every year for the appointment of the StatutoryAuditors is no longer required and accordingly the Notice of ensuing Annual GeneralMeeting does not include the proposal for seeking Shareholders' approval forratification of Statutory Auditors' appointment.

During the year under review the auditors have not reported any matterunder Section 143(12) of the Companies Act 2013. The statutory auditor's report doesnot contain any qualifications reservations or adverse remarks or disclaimer.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis including the result ofoperations of the Company for the year as required under Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is appended to the AnnualReport as Annexure - A.

32. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to thebest of its knowledge and ability hereby state and confirm that:

a) in the preparation of annual accounts for the financial year endMarch 312021 the applicable accounting standards have been followed and that no materialdepartures have been made from the same;

b) appropriate accounting policies have been selected and appliedconsistently and judgments and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at March 312021and the profit/loss of the Company for that period;

c) proper and sufficient care has been taken 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 frauds and otherirregularities;

d) the annual accounts have been prepared on a ‘goingconcern' basis;

e) proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; and

f) that systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

33. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

a) Transfer of unclaimed dividend

Pursuant to the applicable provisions of the Companies Act 2013 readwith IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 (‘theRules') all unpaid and unclaimed dividend are required to be transferred to the IEPFestablished by the Government of India after completion of seven years. AccordinglyDividend of Rs.1.59 lakhs for the FY 2012-13 which remained unpaid or unclaimed wastransferred to the IEPF Authority in the FY 2020-21.

b) Transfer of Shares to IEPF

According to the provisions of 124 of the Companies Act 2013 and Rulesmade thereunder the shares on which dividend has not been paid or claimed by shareholdersfor seven consecutive years or more shall be transferred to Demat account of IEPFAuthority. Accordingly 4003 shares were transferred as per the requirements of IEPF Rulesduring FY 2020-21. The following table provides a list of years for which unclaimeddividend and their corresponding shares would become due to be transferred to the IEPF onthe dates mentioned below:

Financial Year Ended Date of declaration of dividend Last date for claiming unpaid dividend Due date for transfer to IEPF
31.03.2014 26.07.2014 25.08.2021 24.09.2021
31.03.2015 14.08.2015 13.09.2022 12.10.2022
31.03.2017 12.08.2017 11.09.2024 10.10.2024

34. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of InsiderTrading in compliance with SEBI (Prohibition & Insider Trading) Regulation 2015 dulyamended and approved at its board meeting with a view to regulate trading in securities bythe Directors and designated employees of the Company.

35. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India has currently mandatedcompliance with the Secretarial Standards on board meetings and general meetings. Duringthe year under review the Company has complied with the applicable Secretarial Standards.

36. GREEN INITIATIVE

As part of our green initiative the electronic copies of this AnnualReport including the Notice of the 28th AGM are sent to all members whose emailaddresses are registered with the Company / Registrar / Depository Participant(s).

As per SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12 2020the requirement of sending physical copies of annual report to those shareholders who havenot registered their email addresses was dispensed with for Listed Entities who would beconducting their AGMs during the calendar year 2020. Further SEBI vide circularSEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15 2021 has extended the said relaxation forthe calendar year 2021. In this respect the physical copies are not being sent to theshareholders. The copy of the same would be available on the websitewww.smartlinkholdings.com. The initiatives were taken for asking the shareholders toregister or update their email addresses.

The Company is providing e-voting facility to all its members to enablethem to cast their votes electronically on all resolutions set forth in the Notice. Thisis pursuant to Section 108 of the Companies Act 2013 and Rule 20 of the Companies(Management and Administration) Rules 2014. The instructions for e-voting are provided inthe Notice.

37. ACKNOWLEDGEMENT

The Directors wish to convey their deep appreciation to all thecustomers vendors dealers distributors resellers bankers investors Goa IndustrialDevelopment Corporation State Industries Electricity and other Government departmentsfor their sincere and dedicated services as well as their collective contribution to theCompany's performance.

The Directors also take this opportunity to thank the employees fortheir dedicated service throughout the year.

For and on behalf of the Board of Directors
K. R. Naik K. M. Gaonkar
Executive Chairman Director
DIN:00002013 DIN: 00002425
Place: Verna Goa Place: Mumbai
Date: June 30 2021 Date: June 30 2021

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