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Vista Pharmaceuticals Ltd.

BSE: 524711 Sector: Health care
NSE: N.A. ISIN Code: INE427C01021
BSE 00:00 | 27 May 7.06 0.02
(0.28%)
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7.18

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7.18

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NSE 05:30 | 01 Jan Vista Pharmaceuticals Ltd
OPEN 7.18
PREVIOUS CLOSE 7.04
VOLUME 5645
52-Week high 15.97
52-Week low 6.51
P/E
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.18
CLOSE 7.04
VOLUME 5645
52-Week high 15.97
52-Week low 6.51
P/E
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vista Pharmaceuticals Ltd. (VISTAPHARMA) - Director Report

Company director report

To

The Members

Vista Pharmaceuticals Limited.

Your Directors hereby present the 30th Annual Report together with the auditedstatements of account for the year ended 31st March 2021.

Financial summary or highlights/Performance of the Company

The financial results of the company are as follows:

(Amount in Rs in Lakhs)

Particulars 31-03-2021 31-03-2020
Revenue from Operations 126.64 2275.90
Other Income 31.85 374.77
Total Revenue 158.49 2650.68
Expenses 454.49 2909.66
Depreciation 72.77 134.63
Total Expenses 527.27 3044.29
Profit Before exceptional and extraordinary items and Tax (368.78) (393.61)
Less: exceptional and extraordinary items 0.00 0.00
Profit Before Taxation (368.78) (393.61)
Less: - Current Tax 0 0
- Income Tax (Earlier years) 0 0
- Deferred Tax (180.26) (25.89)
Profit After Tax (188.52) (367.72)

Brief description of the Company's working during the year/State of Company's affair

During the financial year your Company has a turnover of Rs. 126.64/- Lakhs as againstRs. 2275.90/- Lakhs in the previous year. The Company has incurred a loss of Rs. 188.52/-lakhs as against the loss in the previous year of Rs. 367.72/- lakhs. During the periodunder review there was no change in the nature of Business of the Company.

Company has prepared its financial Statements in accordance with Indian accountingstandards notified under section 133 of the Companies Act 2013 read with paragraph 7 ofCompanies (Accounts) Rules 2014.

Material Changes and Commitments if any affecting the Financial Position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

Except the effect of Covid Pandemic and consequent lockdown resulting in a severeslowdown of economy there are no material changes and commitments after the closure ofthe financial year which will affect the financial position of the Company.

There are no other Material Changes and Commitments affecting the financial position ofthe Company which occurred between the end of the financial year to which the financialstatements relate and the date of this Report.

Dividend

The company has incurred losses in the Financial Year under review. Therefore nodividend has been recommended by Board of Directors for the financial year 2020-21.

Transfer to reserve

There were no transfers to Reserves during the financial year 2020-21.

Share Capital

The authorized share capital of the Company as on March 31 2021 is Rs. 150000000/-divided into 75000000 equity shares of Rs. 2/- each.

Issued subscribed and paid up capital of the Company as on March 31 2021 is Rs.73587814/- divided into 36793907 equity shares of Rs.2/- each.

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

During the period under review there was an increase in paid up share capital of thecompany from 60730674 to 73587814 as the Company has allotted 6428570 equityshares of Rs.2/- each at an premium of Rs. 12/- per share to Non- Promoter on Preferentialbasis.

Listing

The shares of the Company are listed on BSE Limited and the Company confirms that ithas paid the Annual Listing Fees for the year 2020-2021 to BSE.

Directors and Key Managerial Personnel:

The Board of Directors of your company is duly constituted. The Board consists of EightDirectors comprising of Executive Directors Non Executive Directors and IndependentDirector.

Proposed Reappointment:

As per the provision of the Companies Act 2013 Mr. Mallem Hanumantha Rao (DIN:00129311) Director of the Company who has been longest in the office retires by rotationat the ensuing Annual General Meeting of the Company and being eligible to offer himselffor re-appointment in accordance with the provisions of the Companies Act and pursuant toArticles of Association of the Company. The Board recommends his reappointment.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company.

Sl. Name No Designation
1 Dr. Dhananjaya Alli Managing Director
2 Mr. Suneel Pachipala Chief Financial officer
3 Mr. Akash Bhagadia Company Secretary (w.e.f. 20.08.2020)

Change in Director/ Key Managerial Personnel during the year

• The members of the Company at the 29th Annual General Meeting held on29th day of December 2020 has re-appointed Mr. Anand Chittajallu as Director who waseligible to be re-appointed by retire by rotation.

• The members of the Company at the 29th Annual General Meeting held on29th day of December 2020 has re-appointed Dr. Dhananjaya Alli (DIN: 00610909) asManaging Director of the Company for a period of 3 (Three) years commencing from07.09.2020.

• The members of the Company at the 29th Annual General Meeting held on29th day of December 2020 has regularised the appointment of Mr. Divakar ReddyYerrabommanahalli (DIN: 08574891) Additional Director as a Director of the Company we.f.30.09.2019.

• The members of the Company at the 29th Annual General Meeting held on29th day of December 2020 has regularised the appointment of Mr. Umakanth Katta (DIN:07438554) Additional Director as a Director of the Company w.e.f. 13.07.2020.

• Mr. Arjun Upadhyay Company Secretary and compliance officer has resigned fromthe Company w.e.f. 18.08.2020.

• Mr. Akash Bhagadia Company Secretary and compliance officer of the Company wasappointed w.e.f. 20.08.2020.

• Mr. Anand Chittajallu has resigned as Director of the Company w.e.f.01.04.2021.

Meetings

During the year under review 10 (Ten) Board Meetings were convened and held. The Boardmeetings were held on 14.05.2020 25.05.2020 07.07.2020 13.07.2020 29.07.202003.08.2020 18.08.2020 14.09.2020 12.11.2020 and 12.02.2021.The intervening gap betweenthe Meetings was not more than 120 days as prescribed under the Companies Act 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and StakeholdersRelationship Committees.

Declaration by Independent Directors

A declaration has been received by all the Independent Directors of the Company thatthey meet the criteria of independence as provided in sub-section (6) of Section 149 ofthe Companies Act 2013 and Regulation 25 of SEBI (LODr) Regulations 2015.

A meeting of the Independent Directors was held on 12.02.2021 which was attended by theIndependent Directors. The Independent Directors have evaluated the performance of theNon-Independent Directors the Board as a whole and the Chairman of the Board. The Boardwas briefed on the deliberations made at the Independent Directors Meeting.

In the opinion of the Board with the Independent Directors holds integrity expertiseand experience as required under the Act.

Directors' Responsibility Statement

Pursuant to the requirement of Section 134 in the Companies Act 2013 the Board ofDirectors of the Company make the following statements to the best of their knowledge andbelief and according to the information and explanations obtained by them:

a) That in the preparation of the annual financial statements for the year ended March31 2021 the applicable accounting standards (IND AS) have been followed and there havebeen no material departures there from;

b) That the accounting policies mentioned in notes to the Financials Statements havebeen selected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2021 and of the profits of the Company for the year ended on thatdate;

c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial control has been laid down to be followed by theCompany and such internal financial controls are adequate and operating effectively.

f) That proper systems are in place to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

Audit Committee

The Audit Committee of the Company is duly constituted as per section 177 of thecompanies act 2013 and Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Composition and Scope of Audit Committee is as follows

The following are the members of the Audit Committee as on 31.03.2021:

S. No Name of the Director Designation Category
1. Ms. Ch. Divya Bhavani Member Independent Non-Executive
2. Mr. G. Narendra Member Independent Non-Executive
3. Mr. Mallem Hanumantha Rao Member Non-Executive

During the Period under review Audit committee has met 4 (Four) times during the yearended 31st March 2020

Audit Committee Meetings

Sl. No. Date of meeting Total No of Directors as on the date of meeting Number of directors attended
1. 14.05.2020 03 03
2. 07.07.2020 03 03
3. 12.11.2020 03 03
4. 12.02.2021 03 03

Scope of Committee:

The terms of reference of the Audit Committee include the following:

a. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

b. Recommending the appointment removal of external auditors fixation of audit feeterms of appointment and also approval for payment for any other services.

c. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the Board for approval focusing primarily on:

• Matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013;

• Any changes in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgmentby management;

• Qualifications in the draft audit report;

• Significant adjustments made in the financial statements arising out of audit;

• The going concern assumption;

• Compliance with accounting standards;

• Compliance with listing and legal requirements concerning financial statements;

d. Reviewing with the management and auditors and the adequacy of internal controlsystems;

e. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;

f. Reviewing with the management the quarterly financial statements and auditor'sreport before submission to the Board for approval;

g. Reviewing with the management the statement of uses/application of funds raisedthrough an issue the statement of funds utilized for purposes other than those stated inthe offer document/prospectus/notice and the report submitted by the monitoring agencymonitoring the utilisation of proceeds of a public or rights issue and making appropriaterecommendations to the board to take up steps in this matter;

h. Approval or any subsequent modification of transactions of the listed entity withrelated parties;

i. Scrutiny of inter-corporate loans and investments;

j. Valuation of undertakings or assets of the listed entity wherever it is necessary;

k. Evaluation of internal financial controls and risk management systems;

l. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;

m. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

n. To review the functioning of the whistle blower mechanism;

o. Approval of the appointment of Chief Financial Officer after assessing thequalifications experience and background etc. of the candidate.

p. Composition name of members and Chairperson

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

Nomination and Remuneration Committee:

The Company had constituted the Nomination and Remuneration Committee under section 178of the Companies Act 2013.

(a) Composition Meetings and Attendance during the year

The Nomination and Remuneration Committee comprises of the following members

S. No Name of the Director Designation Category
1. Ms. Ch. Divya Bhavani Member Independent Non-Executive
2. Mr. G. Narendra Member Independent Non-Executive
3. Mr. Mallem Hanumantha Rao Member Non-Executive

The Committee held 2 (Two) meetings during the year ended 31st March 2021. Nominationand Remuneration committee meetings

Sl. No Date of meeting Total number of directors as on date of meeting Directors Attended
1 25.05.2020 03 03
2 18.08.2020 03 03

(b) Selection and Evaluation of Directors

The Board has bases on recommendations of the nomination and remuneration Committeelaid down following policies:

1. Policy for Determining qualifications Positive Attributes and Independence of aDirector

2. Policy for Board & Independent Directors Evaluation

(c) Performance Evaluation of Board Committees and Directors

The company believes formal evaluation of the board and of the individual directors onan annual basis is a potentially effective way to respond to the demand for greater boardaccountability and effectiveness. For the company evaluation provides an ongoing meansfor directors to assess their individual and collective performance and effectiveness. Inaddition to greater board accountability evaluation of board members helps in;

a. More effective board process

b. Better collaboration and communication

c. Greater clarity with regard to members roles and responsibilities

d. Improved chairman - managing directors and board relations

The evaluation process covers the following aspects

- Self evaluation of directors.

- Evaluation of the performance and effectiveness of the board.

- Evaluation of the performance and effectiveness of the committees.

- Feedback from the non executive directors to the chairman.

- Feedback on management support to the board.

(d) Remuneration Policy for Directors

- Ensuring that the level and composition of remuneration is reasonable and sufficientto attract retain and motivate Directors of the quality required to run the companysuccessfully;

- Ensuring that relationship of remuneration to performance is clear and meets theperformance benchmarks; and

- Ensuring that remuneration involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of thecompany and its goals.

Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 197 (12)of the Companies Act 2013 read with Rule 5(2) & (3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as amended forms part of thisreport. In terms of Section 136 of the Companies Act 2013 the same is open for inspectionat the Registered Office of the Company.

Copies of this statement may be obtained by the members by writing to the CompanySecretary at the Registered Office of the Company.

Statutory Auditors

M/s. A.M Reddy & D.R. Reddy. Chartered Accountants (Firm Registration no.009068S) was appointed as statutory auditors of the company in the 29th Annual GeneralMeeting for a period of five years from the conclusion of 29th AGM till theconclusion of 34th AGM. The Statutory auditors have confirmed their eligibilityfor the financial year 2020-21.

However Pursuant to notification issued by the Ministry of Corporate Affairs on 7thMay 2018 amending section 139 of the Companies Act 2013 and the rules framed thereunderthe mandatory requirement for ratification of appointment of auditors by the members atevery Annual General Meeting ("AGM") has been omitted and hence the company isnot proposing an item on ratification of appointment of Auditors at this AGM.

Management Responses to Observation in Auditors' Report

The Auditors report and noted to accounts is self explanatory do not call for anyfurther comments. The Auditors report is enclosed with the financial statement in thisAnnual report.

With reference to observations made in the CARO report the following are the responsesof the Management against the observation of auditor.

S. No Audit Observation Management Comments
1. Statutory dues which were outstanding as at March 31 2021 for a period of more than six months from the date they became payable under Income Tax Act 1961 with respect to Income Tax for Financial Year 2018-19 Tax Deductible at Source under Sec 194I Tax Deductible at Source under Sec 194C Tax Deductible at Source under Sec 192B Tax Deductible at Source under Sec 194J ESI Act 1948 Employees Provident Fund Act 1952 Telangana Professional Tax Act 1987. The delay in payment of statutory dues is due to impact of COVID-19 pandemic on the operations of the Company and due to lack of funds. The company will ensure to pay the statutory dues upon arrangement of funds.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under Mr. Nagamalla SircharanPracticing Company Secretary has been appointed as Secretarial Auditor of the Company forthe financial year under review.

Management Responses to Observation in Secretarial Audit Report

The Secretarial Auditors report for the financial year is enclosed as Annexure to thisreport.

The following are the responses of the Management against the observation ofSecretarial auditor

S. No Secretarial Audit Observation Management Comments
1 The Company is yet to file the Corporate action with NSDL for allotment of 6428570 equity shares. The Company will ensure to file the Corporate action with NSDL and Comply with statutory requirement.
2 During the audit period the company has delayed in filing Form ADT-1 vide SRN. R72778731 dated 30.11.2020 and Form MR-1 vided SRN. R72778426 The Company will ensure timely compliance The delay in Filing was due to impact of COVID 19
dated 30.11.2020. However the company has not incurred the additional fees since the same was filed in Company Fresh Start Scheme 2020.

As required under the provisions of SEBI LODR Regulations a certificate confirmingthat none of the Directors on the Board have been debarred or disqualified by theBoard/Ministry of Corporate Affairs or any such statutory authority obtained from M/sNagamalla Sircharan Practicing Company Secretary is a part of the these report.

Cost Auditors

The provisions of Section 148 of the Companies Act 2013 does not apply to the Companyand hence no Cost Auditors are appointed.

Reporting of Frauds by auditors

During the year under review neither the statutory auditors nor the Secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instance of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's report.

Internal Audit & Controls

The Company has adequate Internal Financial Controls consistent with the nature ofbusiness and size of the operations to effectively provide for safety of its assetsreliability of financial transactions with adequate checks and balances adherence toapplicable statues accounting policies approval procedures and to ensure optimum use ofavailable resources. These systems are reviewed and improved on a regular basis. It has acomprehensive budgetary control system to monitor revenue and expenditure against approvedbudget on an ongoing basis.

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and employees to report genuine concerns has beenestablished.

Risk management policy

The Risk Management Policy is in place in the Company enables the Company toproactively take care of the internal and external risks of the Company and ensures smoothbusiness operations.

The Company's risk management policy ensures that all its material risk exposures areproperly covered all compliance risks are covered and the Company's business growth andfinancial stability are assured. Board of Directors decide the policies and ensure theirimplementation to ensure protection of Company from any type of risks.

Extract of Annual Return

In accordance with Section 92(3) and 134(3)(a) of the Companies Act 2013 and rule12(1) of the Companies (Management and Administration) Rules 2014 an annual return inForm MGT- 7 placed on the website of the Company at www.vistapharmaceuticals.com.

Secretarial Standards

The Company complies with all applicable secretarial standards.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No other significant and material order has been passed by the regulators courtstribunals impacting the going concern status and Company's operations in future.

Deposits

The Company has not accepted any deposit from the public under Chapter V of the Act orunder the corresponding provisions of Section 73 and 74 of the Companies Act 2013 and noamount of principal or interest was outstanding as on the Balance Sheet date.

Subsidiary & Associates/Joint Ventures

Company does not have any subsidiary and associate Joint Venture Company.

Particulars of loans guarantees or investments under section 186

Details of loans and guarantees given and investments made under Section 186 of the Actare given in the Notes to the Financial Statements.

Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto are disclosed inForm No. AOC-2 as Annexure to this report

There were no material significant related party transactions made by the Company withthe Promoters Directors Key Managerial Personnel or the Senior Management which may havea potential conflict with the interest of the Company at large. None of the Directors hadany pecuniary relationship or transactions with the Company.

Business Responsibility Report (BRR)

Securities Exchange Board of India (SEBI) by notification No. SEBI/LAD-NRO/GN/2019/45dated 26.12.2019 (Securities and Exchange Board of India - Listing Obligations andDisclosure Requirements) (Fifth Amendment) Regulations 2019 has mandated the inclusion ofBRR as part of the Annual Report for the top 1000 listed entities based on their marketcapitalization on BSE Ltd and National Stock Exchange of India Ltd as at 31st March ofevery year. In view of the requirements specified the company is not mandated for theproviding the BRR and hence do not form part of this Report.

Conservation of energy technology absorption and foreign exchange earnings and outgo

Information on conservation of Energy Technology absorption Foreign Exchange earningsand outgo required to be disclosed under Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2015 are as follows:

(A) Conservation Of Energy

POWER AND FUEL CONSUMPTION 2020-21 2019-20
1. ELECTRICITY
a. Purchased units(KWH) 165659 340868
Total Amount (in Rs.) 2364172 3831064
Unit Rate (in Rs.) 14.27 11.24
b. Own Generation(Through Diesel Generator) Units 15958 12756
Unit per liter of diesel oil 5.05 4.58
Cost/Unit(Rs.) 31.65 30.64
2. COAL
3. FURNANCE OIL(Diesel Oil for Boiler) Quantity (in liters) 2605 2680
Total Amount (in Rs.) 207191 213128
Average Rate/Liter (in Rs.) 79.54 79.53

(B) Technology absorption

(i) The efforts made towards technology absorption: The Company has neither absorbednor adopted any new technology. The company has also not made any innovation in technologyother than the R & D.

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution: No benefits derived in the year under review.

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-

a) the details of technology imported

b) the year of import;

c) whether the technology been fully absorbed

d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof. No technology is imported during financial year 2020-21.

Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows is as follows:

Foreign Exchange Inflows: Nil

Foreign Exchange Outflows: Nil

Human Resources

Your Company treats its "Human Resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

Corporate Governance

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) 2015provisions relating to corporate governance are not applicable to your company andtherefore there is no separate report on corporate governance.

Management's Discussion and Analysis

Management Discussion and Analysis Report pursuant to Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of this report andsame is annexed.

Corporate Social Responsibility

The provisions w.r.t. CSR are not applicable to the Company therefore the Company hadnot constituted CSR committee during the year 2020-21.

Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

Obligation of Company under the Sexual Harassment of Women at Workplace (PreventionProhibition And Redressal) Act 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2020-21:

No. of complaints received: - NIL -

No. of complaints disposed off: - NIL -

Personnel

Your Directors place on record their appreciation for the services rendered by theemployees. The relation between the management and the employees has been cordialthroughout the year.

Acknowledgements

The Directors wish to convey their appreciation to business associates for theirsupport and Contribution during the year. The Directors would also like to thank theemployees shareholders Customers suppliers alliance partners and bankers for thecontinued support given by them to the Company and their confidence reposed in themanagement.

By order of the Board
for VISTA PHARMACEUTICALS LIMITED
Sd/- Sd/-
Dr. Dhananjaya Alli Divakar Reddy Yerrabommanahalli
Place: Hyderabad Managing Director Director
Date: 14.08.2021 DIN No. 00610909 DIN No:08574891

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