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Vadilal Dairy International Ltd.

BSE: 519451 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE159T01016
BSE 05:30 | 01 Jan Vadilal Dairy International Ltd
NSE 05:30 | 01 Jan Vadilal Dairy International Ltd

Vadilal Dairy International Ltd. (VADILALDAIRY) - Director Report

Company director report

To The Members

Vadilal Dairy International Limited

Your Directors are pleased to present the Thirty Second Annual Report on the businessand operations of M/s Vadilal Dairy International Limited ('the Company')along with the Audited Financial Statements for the year ended March 31 2019.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lacs)

PARTICULARS 2018-2019 2017-2018
Profit Before Depreciation and Financial Charges 579.98 673.96
Less: Depreciation and amortization 203.30 178.55
Financial cost 85.34 93.09
Profit before Exceptional Items and Tax 291.34 402.32
Exceptional Items -- --
Profit Before Tax 291.34 402.32
Provision for Deferred Tax (Asset) (9.95) (8.34)
Current Tax (130.00) (128.00)
Profit After Tax 171.29 282.66

STATE OF COMPANY'S AFFAIRS:

The Company has earned revenue from the operations (gross) of Rs. 4621.26/-Lakhs duringthe year ended on 31st March 2019 as against Rs. 4355.65/- Lakhs during the previous yearended on 31st March 2018.

The Company reported Profit of Rs. 171.29 Lakhs during the year ended on 31st March2019 as compared to Rs. 282.66/- Lakhs during the previous year ended on 31st March 2018.

The Company's EPS is Rs. 5.36 as compared to Rs. 8.85 for the previous year.

BUSINESS OUTLOOK:

The Company's primary target is to improve its performance by achieving substantialdouble digit growth rate in the next financial year 2019-20. In order to achieve the saidtarget the Company plans to improve supply chain appoint dynamic marketing team and todeploy quality control teams responsible for enhanced compliance with product andguidelines set down by related regulatory agency.

SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 150000000 (Rupees Fifteen Crore)and the Paid up capital of the Company is Rs. 31941500 (Rupees Three Crores NineteenLakhs Forty one Thousand and Five hundred).

During the year no changes took place in Share Capital of the Company.

EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in FormMGT-9 is provided under "Annexure D" and is also available on the websiteof the Company i.e. http:// www.vadilaldairy.com

DIVIDEND:

In order to conserve the resources and for further growth of the Company theManagement does not propose to pay any dividend for the Financial Year ended 31st March2019.

TRANFER TO RESERVES:

The Board does not propose transfer of any amount to Reserves for the Financial Year2018-2019.

REVOCATION OF SUSPENSION:

The Company's shares were listed at Bombay Stock Exchange (BSE) in the year 1994-95 andwere suspended from trading in the year 2002. The company is regularly complying with theRegulations of BSE & SEBI.

The Company had received the Letter from the Stock Exchange for compulsory delisting ofits Securities and accordingly the Company had replied for the letter so received and asper their requirements the Company has submitted all the necessary pending compliancesunder the relevant filing portal with the Stock Exchange and also paid its pending Listingfees and the Company is under the process of revoking its Securities for trading in shareswith BSE Limited.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the year under Review there are no material changes and commitments affectingthe Financial Position of the Company which has occurred between the financial Year endsto which the financial Statement relates.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year

1. Mr. Prakash Mistry resigned from the post of Chief Financial Officer (CFO) w.e.f.7th March 2019 and Mrs. Sonali Parab was appointed as Chief Financial Officer of theCompany w.e.f. 12.06.2019.

2. At the ensuing Annual General Meeting Mr. Rahil S. Gandhi (DIN: 03126913) retiresby rotation and seeks re-appointment.

Further Mr. Ankush Garde was appointed as an Additional Director of the Company on12th June 2019.

Also Mr. Mahesh Pandya was appointed as an Additional Director of the Company on 12thJune 2019.

TRANSACTION WITH RELATED PARTIES:

There are some transactions with related parties which fall under the scope of theSection 188 (1) of the Act. Information on transactions with related parties pursuant tosection 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014are given in "Annexure A" in Form AOC -2 and forms part of this report.

CASH FLOW STATEMENTS:

In conformity with provisions and Regulation 34 (2) (c) of the SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 the cash flow statement for the year endedon March 31 2019 is attached as a part of the Annual Accounts of the Company.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:

Your Company has in place adequate internal financial control with reference tofinancial statements commensurate with size scale and complexity of its operations.During the year such control was tested and no reportable material weakness in design oroperation was observed.

Your Audit committee of the Board of Directors is actively taking part in reviewing theadequacy and effectiveness of internal financial control system and suggests theimprovements to strengthen the same.

The Company has adequate internal controls and processes in place with respect tofinancial statements which provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. The company has amechanism of testing the control at regular interval for testing the operatingeffectiveness to ascertain the reliability and authenticity of financial information forsafeguarding the assets for prevention and detection of frauds and errors for accuracyand completeness of accounting record and for timely preparation of financial informationand it also conducts physical verification of inventory Fixed assets and cash on hand andmatches them with the books of accounts.

DETAILS OF SUBSIDARY/ JOINT VENTURES / ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Company Joint Ventures or Associate Companiesas per provisions of Companies Act 2013.

PREVENTION OF SEXUAL HARASSMENT:

Your Company laid down a Sexual Harassment policy. The company has zero tolerance onsexual harassment at workplace. During the year under review there was no case pursuantto the sexual harassment at Workplace (Prevention Prohibition and Redressed) Act 2013and there were no case pending to be addressed / resolved either at the beginning or atthe end the year.

DEPOSITS:

Your Company has neither invited nor accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 including any statutory modification(s) or re-enactment (s) thereof for the timebeing in force.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY:

The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013 and Rules made thereunder.

The details of the investments made by the Company are given in the Notes to FinancialStatements.

DECLARATION BY AN INDEPENDENT DIRECTOR(S):

All the Independent Directors of the Company have declared that they meet the criteriaof Independence as laid down under Section 149 (6) of the Companies Act 2013 andRegulation 16(1) (b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation2015 which have been relied by the Company and were placed at the Board Meeting held on16th May 2018.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 a structured questionnaire was prepared aftertaking into consideration the various aspects of the Board's functioning composition ofBoard and its committee culture execution and performance of specific dutiesobligations and governance. The performance evaluation of the independent directors wascompleted. The performance evaluation of chairman and the non independent director wascarried by the Independent director. The Board of directors expressed their satisfactionwith the evaluation process.

REMUNERATION POLICY:

The Board of Directors has framed a policy which lay down a framework in relation toremunerations of directors and key managerial personnel of the company. This policyamongst others lays down the criteria for selection and appointment of Board of Directors.The Details of the policy is posted on website.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirement of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Company has put in place a familiarization programmefor the Independent Directors to familiarize them with their role rights andresponsibilities as Directors the working of the Company changes in the regulatoryenvironment etc.

Details of familiarization program are provided on website of Company www.vadilaldairy.com.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

i). in the preparation of the accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.

ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period; iii) they have 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;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were generally operatingeffectively;

vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

MANAGERIAL REMUNERATION:

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act2013 and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014

Remuneration of Directors:

Name Title % Increase in the remuneration for the year ended 31st March 2019 Ratio as related to employees
Shailesh Gandhi Managing Director -- 38
Bela Gandhi Executive Director -- 7
Rahil Gandhi Whole Time Director -- 13

Note: The Directors do not receive any remuneration except sitting fees. Hence thepercentage increase of their remuneration has not been considered for the above purpose.

1. There was no increase in the remuneration of Directors as mentioned above.

2. As on 31st March 2019 there were total of 187 employees on the roll of the Company.

3. Increase in remuneration depends upon factors like Company performance BenchMarking Inflationary trends talent availability turnover and regulatory provisions partfrom the individual performance of employees.

4. Comparison of Average percentile increase in salary of employees other thanthe managerial personnel and the percentile increase in the managerial remuneration:

Average percentile increase in the remuneration for all employees other than managerialpersonnel was 7% while there was no change in the managerial remuneration.

5. The Company affirms that the remuneration is as per the remuneration policy.

STATUTORY AUDITORS AND AUDITORS REPORT:

M/s. Vinod K. Mehta & Co Chartered Accountants (Registration No. 111508W)were appointed as Statutory Auditors of the Company in its 30th AGM for tenure of 5 yearsi.e till the Conclusion of AGM to be held in the Year 2022. (As per the new CompaniesAmendment Act 2017 read with Notification S.O. 1833(E) dated 7th May 2018 deletesprovision of annual ratification of the appointment of Auditor.)

M/s Vinod K Mehta & Co have given a written confirmation to the company to theeffect that their appointment if made would satisfy the criteria provided in Section 141Companies Act 2013 and would also be in conformation within the limits specified inSection 139 of the Companies Act 2013.

The Notes on Financial Statement referred to in Auditors Report are self explanatoryand do not call for any further comments. The Auditors Report does not contain anyqualifications reservations or adverse remarks.

SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s SG & Associates a firm of Company Secretaries in practice to undertakethe Secretarial Audit of the Company for the year. The Secretarial Audit report is annexedherewith as "Annexure B".

1. The Share Holding of Promoter Group is not held in dematerialized formas on date and the Company is in the process of dematerialising the same.

2. The Company has received Show Cause Notice from the Bombay StockExchange for compulsory delisting of its Securities from BSE on 21st May 2018 and theCompany is under the process of revocation of suspension.

3. The Company has not updated its Website as per Reg 46 of SEBI (ListingObligation and Disclosure requirement) regulation 2015.

Explanation by the management:

1. The Company is under the process of getting its shares dematerialized.

2. The Company has replied for the show cause notice received from the Bombay StockExchange and accordingly has paid it's listing fees and is under the process of revokingthe same.

3. The Company is under the process of updating its Website.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report forms an integral part of this Report andgives details of overall industry structure economic developments performance and stateof affairs of the Company's business.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation technology absorption foreign exchangeearnings and outgo as required to be disclosed under Section 134 (3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating to theconservation of energy and technology. The same is attached in "Annexure C".

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS ANDEMPLOYEES:

The Company has a vigil mechanism and has adopted Whistle Blower Policy to deal withinstance of fraud and mismanagement if any. In staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility.

The Whistle Blower Policy ensures that strict confidentiality is maintained whilstdealing with concerns and also that no discrimination will be meted out to any person fora genuinely raised concern.

The Code of conduct for the Board of Directors and Senior Management states thatDirectors and Senior Managers of the Company shall endeavor to promote ethical behaviorand to provide opportunity to employees to report violation of laws rules regulations orcode of conduct and policy directives adopted by the Company to the appropriate personnelwithout fear of retaliation of any kind for reports made by the employees in good faith.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Directors and the designated employees have confirmedcompliance with the Code.

RISK MANAGEMENT:

The Company has a well defined process to ensure risk is identified and steps to treatthem are put in place at the right level in the management.

The Company's risk management framework is based on a clear understanding of variousrisks disciplined risk assessment and measurement procedure and continues monitoring. Thepolicies and procedure established for this purpose are continuously benchmarking withinternational best practice. The risk management process is continuously improved andadapted to the changing global risk scenario.

The risks identified are updated along with the mitigation plans as part of annualplanning cycle. The senior leadership team reviews the status of initiatives as part ofbusiness review meetings.

ENVIRONMENT AND SAFETY:

Your company has adopted all essential Techniques Mechanisms and InternationalStandard Measures for the Safety and Protection of workers at factory of the company. Yourcompany has consistently emphasized sustainability in use of natural and non renewableresources. Within the factory the efforts are on going to continuously assess and improveoperational efficiencies minimize consumption of water energy and emission of CO2 evenas production volume are maximized. Within the factory your Company constantly evaluatesnew initiatives that could reduce waste and emissions and actively engages the employeesto increase awareness about the need to sustain the environment. Your Company believesthat safety practices are important in every activity function and location wherever theemployees are engaged and is committed to maintaining the safety culture.

CORPORATE SOCIAL RESOPOSIBLITY (CSR):

The Company has spent the amount of CSR to Late Smt. Narmadaben Sukhal CharitableTrust Jamnagar Gujarat and Gagangiri Trusts Karjat for the upliftment of orphanagechildren and for their education.

The Company has average net profit of Rs 44263572/- and the company is required tospend Rs 885271/-on CSR activities. The Company is taking up CSR programs which willbenefit the communities in and around the vicinity of its operational presence resultingin enhancing the quality of lives of the people in these areas. The Directors ensures thatthe Company has spent sufficient amount towards CSR Contribution for the current financialyear.

The Corporate Social Responsibility policy is available on the Company's website viz. www.vadilaldairy.comand the details of CSR provision is provided under "Annexure H."

PARTICULARS OF EMPLOYEES:

During the Year under report your Company has not employed any person who is inreceipt of remuneration in excess of the limits specified under Section 197 of the Actread with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

The details required as per Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is disclosed in Directors report. As per provisions ofSection 136(1) of the Companies Act 2013 the Annual Report excluding the informationrequired as per Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 on employees particulars is being sent to the Members which ishowever available for inspection at the Registered Office of the Company during theworking hours of the Company upto the date of ensuing Annual General Meeting. If anymember is interested in obtaining such information may write to the Company Secretary inthis regard.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 a Report on Corporate Governance is not applicable to the Company as itdoes not fall under the criteria of Paid Up Share Capital of Rs. 10 Crore and Turnover ofRs. 25 Crore. But certain important points have been highlighted as below:

Meeting of Board of Directors and Other Committee Meetings:

Board Meeting:

The Board of Directors comprises of Six Directors three are Executive and three areNon- Executive Directors. The Chairman of the Board is Executive Director.

Details of Directors constituting the Board their attendance at the Board Meetings ofthe Company are as follows:

Name of Director Designation Attendance in Board Meetings Attendance in last Annual General Meeting
Held Attended
1. Shailesh R Gandhi Managing Director 9 8 Yes
2. Rahil S Gandhi Whole Time Director (Executive) 9 9 Yes
3. Bela S Gandhi Director 9 9 Yes
4. Subhashchandra Patil Independent Director (Non- executive) 9 9 Yes
5. Vishnu Barhate Independent Director (Non- executive) 9 9 Yes
6. Prakash Mankar Independent Director (Non- executive) 9 9 Yes

Audit Committee:

The composition of the Audit Committee is in alignment with the provisions of Section177 of the Companies Act 2013 read with the Rules issued there under and Regulation 18 ofSEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The details of meetings composition and attendance of Members of the Committee are asfollows:

Five Audit Committee meetings were held as follows:

30.05.2018 15.06.2018 14.08.2018 14.11.2018 14.02.2019

 

Name of Director Designation Attendance in Audit Committee
Held Attended
1. Shailesh Gandhi Managing Director 5 4
2. Vishnu Barhate Non- Executive Independent Director (Member) 5 5
3. Subhashchandra Patil Non Executive Director (Chairman) 5 5

Nomination and Remuneration Committee:

The Committee has the overall responsibility of approving and evaluating the Nominationand Remuneration plans policies and programs for Executive/ Non Executive Directors.

The composition of the Nomination and Remuneration Committee of the Board of Directorsof the Company along with the details of meeting held and attended by the Members of theCommittee during the Financial Year 2018-2019 is detailed below:

15.06.2018 14.08.2018 14.11.2018 14.02.2019

 

Name of Director Designation Attendance in Audit Committee
Held Attended
1. Subhashchandra Patil Non Executive Director (Chairman) 4 4
2. Prakash Mankar Non- Executive Independent Director (Member) 4 4
3. Vishnu Barhate Non- Executive Independent Director (Member) 4 4

Stakeholders Relationship Committee:

The Committee has to mandate to review and redress Shareholder grievance includingComplaints related to Non-Receipt of Securities/ Share Certificate Non- Receipt ofBalance Sheet Dividends etc. The Committee reviews Shareholders' complaints andResolution thereof.

The Composition of the Stakeholders Relationship Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 read with rules issued there underand Regulation 20 of SEBI (Listing Obligation and Disclosure Requirement) Regulation2015.

The constitution of the Stakeholders Relationship Committee of the Board of Directorsof the Company along with the details of the meetings held and attended by the Members ofthe Committee during the Financial Year 2018-2019 is detailed below:

30.05.2018 14.08.2018 14.11.2018 14.02.2019

 

Name of Director Designation Attendance in Audit Committee
Held Attended
1. Subhashchandra Patil Non Executive Director (Chairman) 4 4
2. Prakash Mankar Non- Executive Independent Director (Member) 4 4
3. Vishnu Barhate Non- Executive Independent Director (Member) 4 4

The details of Complaints received and resolved during the Year ended 31st March 2019are as follows:

No. of Complaints Received- 0

No. of Complaints Resolved- 0

No. of Complaints Pending- 0

Independent Directors:

The independent Directors meet without the presence of Non- Independent Directors.These meetings are formal and enable the Independent Directors to interact and discussmatters including review of performance of the Non-Independent Directors and the Board asa whole review the performance of the Chairman of the Company taking into account viewsof Executive/ Non- Executive Directors and assessing the quality quantity and timelinessof flow of information between the Company's management and the Board that is necessaryfor the Board to effectively and reasonably perform their duties.

The Company has Independent Directors as per The Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulation 2016.

The Meeting of Independent Director was held on 14th August 2018 and all theIndependent Directors of the Company were present at the Meeting.

The Composition of Independent Director is as follows:

Name and Designation Designation
1. Mr. Prakash Mankar Non- Executive Independent Director (Member)
2. Mr. Subhashchandra Patil Non Executive Independent Director (Chairman)
3. Mr. Vishnu. D. Barhate Non Executive Independent Director (Member)

Corporate Social Responsibility Committee:

The Company is covered under the provisions of Section 135 and Rules made there underfor Corporate Social Responsibility. The Company has formulated a policy on the CorporateSocial Responsibility measures to be undertaken by the Company as specified in ScheduleVII to the Companies Act 2013.

The Meeting of Corporate Social Responsibility Committee was held on 28th March 2019.

The Composition of Corporate Social Responsibility Committee is as follows:

Name and Designation Designation
1. Mr. Shailesh Gandhi Managing Director (Chairman)
2. Mrs. Bela Gandhi Director (Member)
3. Mr. Prakash Mankar Non- Executive Independent Director (Member)

GENERAL SHAREHOLDERS INFORMATION:

Date 26th September 2019
Time 12.00 Noon
Place Plot No. M-13 MIDC Industrial Area Tarapur Boisar- 401506
Financial Year 2018-2019
Book Closure 22nd September 2019 to 26th September 2019
Dividend payment NIL
Listed on Stock Exchange The Bombay Stock Exchange Limited
Stock Code 519451
Demat ISIN No. in CDSL INE159T01016
Registrar and Share Transfer Agents Sharex Dynamic (India) Private Limited
C- 101 247 Park LBS Marg Vikroli (West)
Mumbai- 400083 Tel : (022) 28515606/ 28515644
Fax no. 28512885 E Mail: support@sharexindia.com

STATUTORY DISCLOSURES:

The Company has complied with all the statutory requirements. A declaration regardingcompliance of the provisions of the various statutes is also made by the Managing Directorat each Board Meeting. The Company ensures compliance of the ROC SEBI Regulations andprovisions of the Listing Agreement.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from shareholders bankers regulatory bodies distributorssuppliers and other business constituents during the year under review. Your Directorsalso wish to place on record their deep sense of appreciation for the commitment displayedby all executives officers and staff resulting in the successful performance of theCompany during the year.

For and on behalf of the Board
For Vadilal Dairy International Limited
Sd/-
Shailesh Gandhi
Place: Boisar Managing Director
Date: 19th August 2019 DIN: 01963172
Registered Office:
Plot no. M-13 MIDC Industrial Area
Tarapur Boisar Maharashtra
Thane: 401506

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