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Walchandnagar Industries Ltd.

BSE: 507410 Sector: Engineering
NSE: WALCHANNAG ISIN Code: INE711A01022
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VOLUME 134162
52-Week high 75.55
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OPEN 71.90
CLOSE 69.10
VOLUME 134162
52-Week high 75.55
52-Week low 44.30
P/E
Mkt Cap.(Rs cr) 333
Buy Price 145.10
Buy Qty 51488.00
Sell Price 0.00
Sell Qty 0.00

Walchandnagar Industries Ltd. (WALCHANNAG) - Director Report

Company director report

To:

The Members of

Walchandnagar Industries Limited

Your directors take pleasure in presenting the 112th Annual Report on thebusiness and operations of your Company together with the Audited Financial Statements forthe year ended March 312021.

1. Financial Results:

The Company's financial performance for the Year ended March 31 2021 is summarizedbelow:

Year ended 31.03.2021 Year ended 31.03.2020
Rs.in Lakhs Rs.in Lakhs
Income: 35067 31822
Profit/(Loss) before Depreciation Interest Exceptional Item and Exchange currency fluctuations 4685 4780
Less: Interest 7905 8652
Depreciation 2297 2300
Exceptional Item - 979
Profit/(Loss) before Exchange Currency -fluctuations (5517) (7150)
Less: Exchange Currency Fluctuation Loss /(Gain) 208 (604)
Profit/(Loss) before Tax (5724) (6546)
Less: Tax (Net) - -
Profit/(Loss) after Tax (5724) (6546)

2. COVID-19:

In the Financial Year 2020-21 spread of COVID-19 has severely impacted the economyaround the globe. In our country businesses were forced to close the operations for longperiods of time due to lockdown declared by Govt. of India/ State Government. Measurestaken to contain the spread of the virus including travel bans quarantines socialdistancing and closures of non-essential services have triggered significant disruptionsto businesses resulting in an economic slowdown. For the Company the focus shifted toensure the health and well-being of all employees. Therefore work from home directiveswas issued to all the staff members across all offices and manufacturing locationswherever possible.

Due to second wave of Covid since April 2021 and lock down declared by the StateGovernment the business will have some negative impact in the first quarter of thecurrent financial year 2021-22.

3. Financial Performance & Highlights:

During the year under review the revenue for the Financial Year 2020-21 was Rs.35067lakhs as against the previous financial year 2019-20 of Rs.31822 lakhs.

The consequences of the COVID-19 outspread have adversely affected the supply chainProduction and logistics during lockdown period and therefore Company's operating resultshave been negatively impacted. The Company had sales deferral of Rs.5646 lakhs andoperating losses of Rs.1694 lakhs due to COVID-19 quantified till March 312021. Theadverse impact of COVID-19 Second Wave is continuing in the first quarter of the currentFY 2021-22.

4. Current Period:

The orders on hand as on March 31 2021 were at Rs.755.48 crores as compared to Rs.888crores as on March 312020.

5. Exports and Overseas Projects:

During the year under review the Company achieved an export turnover of Rs.7.31 croresas against Rs.13.04 Crores in the previous year. The export orders on hand as on March31 2021 are at Rs.319.57 crores.

6. Dividend and Reserves:

During the Year under review your Company has suffered a (loss) after tax of Rs.5724lakhs. Hence no dividend is recommended for the Year ending March 31 2021 by the Board.

During the Year under review the Company has suffered a loss hence not recommended anyamount to be transferred to the General Reserve of the Company.

7. Subsidiary Joint Ventures and Associate Companies:

As on March 31 2021 your Company do not have any Subsidiary Joint Venture orAssociate Company. During the year under review none of the Companies have become orceased to be Company's Subsidiary Joint Venture and Associate Company.

8. Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act as amended theAnnual Return as on March 31 2021 is available on the Company's website and the web linkfor the same is https://walchand.com/wp-content/ uploads/2021/07/Annual-Return-2021.pdf .

9. Management Discussion & Analysis:

Management Discussion and Analysis Report for the year under review as stipulated underSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (ListingRegulations) is enclosed as Annexure 'A' to this report.

10. Finance & Accounts:

(i) Fixed Deposits:

Your Company did not invite or accept deposits from the public during the financialyear under review.

(ii) Income Tax Assessments:

Income tax assessment up to the Assessment Year

2017- 18 has been completed and for Assessment Year

2018- 19 it is under process as on 31/03/2021. Appeal proceedings before Commissionerof Income Tax (Appeals) for Assessment Year 2014-15 to Assessment Year 2016-17 were inprogress during the F.Y. 2020-21.

11. Human Resources Development:

During the Financial Year 2020-21 as part of process improvement the HR Departmentupgraded various forms formats and policies to match with the current businessrequirements. Also as part of Health & Wellness various awareness programmes werecompleted for the employees like Stress Management & Naturopathy session.

Further due to pandemic situation Employee Engagement activities were conducted onlinethrough Microsoft Teams like Women's Day Bollywood Quiz Cricket Quiz Know your founderAntakshari etc. Also HR has utilized Microsoft 365 services like Share Point PowerAutomate Microsoft Forms Power BI etc. for automating process and increasingefficiency.

The true focus of Human Resources Management is motivating bringing in Best HRPractices & retaining the best talent in the Industry.

12. Directors' Responsibility Statement:

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 theDirectors hereby confirm that:

i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures; if any

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 at the end of March 312021 and of theloss for the Year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) the Directors have prepared the annual accounts 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 were 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.

Based on the framework of Internal Financial Controls and compliance systemsestablished and maintained by the Company with its inherent weaknesses work performed bythe Internal Statutory and Secretarial Auditors including audit of Internal FinancialControls over financial reporting by Internal Auditors and the Statutory Auditors and thereviews performed by Management and the relevant Board Committees including the AuditCommittee the Board is of the opinion that the Company's Internal Financial Controls wereadequate and effective during the Year ended on March 312021.

13. Corporate Governance:

Your Directors believes that Corporate Governance is the basis of stakeholdersatisfaction. The Company is committed to maintain the highest standards of CorporateGovernance and adhere to the Corporate Governance Requirements as set out by theSecurities and Exchange Board of India (SEBI). Your Company has obtained a certificationfrom Jayesh Sanghrajka & Co. LLP Chartered Accountants Statutory Auditors oncompliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with Schedule V of the Listing Regulation. The Report of CorporateGovernance along with Certificate from the auditors of the Company regarding compliance ofconditions of corporate governance is enclosed as Annexure 'B' to this Report.

14. Corporate Social Responsibility:

The Companies Act 2013 mandates that every Company who meet certain eligibilitycriteria needs to spend at least 2% of its average net profit for the immediatelypreceding three financial years on Corporate Social Responsibility activities. In view oflosses statutorily no amount is required to be spent by the Company. However CorporateSocial Responsibility is an integral part of the Company.

Over the years the Company has taken and continues to take several initiatives tosupport Environment Education and Health related activities in order to fulfill itscorporate social commitments.

Health Activities:

Due to the outbreak of novel Coronavirus (COVID-19) the Company had handed over theHospital situated at Walchandnagar to the Government to use as a quarantine center as wellas an OPD for Covid Patients which has benefitted more than 2000 patients. FurtherCompany has set up camps for conducting Antigen and RTPCR test for Employees and theirfamilies in Walchandnagar. Further Company has provided vaccination to around 800 numberof employees and family members in Walchandnagar. Further for spreading awareness relatedto the pandemic a vehicle is on continuous patrolling in the colony as well as the marketarea of Walchandnagar. Further Blood Donation Camp was organized at our InstrumentationDivision Dharwad on 20.02.2021.

Education:

The schools established by the Company continued to impart education up to HigherSecondary grade to children staying in Walchandnagar and in nearby villages. The Companycurrently provides education to 3779 children. During the academic year 2020-21 in ShreeWardhman Vidyalaya & Jr. College total 2465 students were studying out of which 1187were Girls and 1278 were Boys. Whereas in Bharat Children's Academy & Jr. CollegeWalchandnagar total 1314 students were studying out of which 763 were boys and 551 weregirls.

Environment:

To maintain a pollution free atmosphere and to spread awareness about environmentprotection we had undertaken tree plantation and organized seminars on pollution control& disposal of hazardous waste.

During the year Company inaugurated AYEES (Parwatakka & Radhakka) Medicinal plantGarden on 20-08-2020 in Instrumentation Division Dharwad.

The CSR Policy is available on the website of the Company and the link for the same ishttps://walchand.com/wpcontent/ uploads/2020/04/CSR-Policy.pdf

15. Energy Technology & Foreign Exchange:

Pursuant to Section 134 (3) (m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 information on conservation of energy technology absorptionforeign exchange earnings and out-go is enclosed as Annexure 'C' to this Report.

16. Personnel:

Employee relations remained harmonious and satisfactory during the year and your Boardwould like to place on record their sincere appreciation for sustained efforts and valuedcontribution made by all the employees of the Company.

17. Directors and Key Managerial Personnel:

1) Independent Directors:

a) Declaration by Independent Directors:

Your Board has reviewed the declarations made by the Independent Directors and is ofthe view that they meet the criteria of Independence as provided in Section 149 of theCompanies Act 2013 and Rules made there under and Regulation 16 (1) of ListingRegulations (including any statutory modification(s) or re - enactment(s) thereof for thetime being in force).

2) Retirement by rotation:

Pursuant to Article 86 of the Articles of Association of the Company and Section 152 ofthe Companies Act 2013 Mr. G. K. Pillai is due to retire by rotation at the 112thAnnual General Meeting and being eligible have offered himself for re-appointment.

Brief profile of the proposed appointees together with other disclosures in terms ofRegulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 are mentioned in the Notice which is part of this Annual Report.

18. Number of Meetings of the Board:

The Board met six (6) times during the year from April 01 2020 to March 312021 viz.on April 17 2020; June 26 2020; August 14 2020; November 10 2020; February 10 2021and March 23 2021 through Video Conferencing.

19. Committees of the Board:

The Company has several Committees which have been constituted in compliance with therequirements of the relevant provisions of applicable laws and statutes.

- Audit Committee which comprises of two Independent Directors i.e. Mr. Dilip J.Thakkar (Chairman of Committee) and Dr. Anil Kakodkar (Member) and Chairman Mr. ChakorL. Doshi (Member).

- Stakeholders Relationship Committee which comprises of two Independent Directors i.e.Dr. Anil Kakodkar (Chairman of Committee) and Mr. Dilip J. Thakkar (Member) and ChairmanMr. Chakor L. Doshi (Member).

- Nomination & Remuneration Committee which comprises of two Independent Directorsi.e. Dr. Anil Kakodkar (Chairman of Committee) Mr. Dilip J. Thakkar (Member) andChairman Mr. Chakor L. Doshi (Member).

- Corporate Social Responsibility Committee which comprises of an Independent DirectorMrs. Rupal Vora (Chairperson of Committee) Managing Director & C.E.O. Mr. Chirag C.Doshi (Member); and Director Mr. G. K. Pillai (Member).

20. Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was prepared.The Performance Evaluation of the Independent Directors was completed. IndependentDirectors Meeting considered the performance of Non-Independent Directors and theCommittees and Board as a whole reviewed the performance of the Chairman of the Companytaking into account the views of Executive Directors and Non-Executive Directors andassessed the quality quantity and timeliness of flow of information between the CompanyManagement and the Board.

The Nomination & Remuneration Committee has determined a process for evaluating theperformance of every Director Committees of the Board and the Board on an annual basis.

21. Vigil Mechanism:

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly in accordance with Section 177 of the Companies Act 2013 and theListing Regulations the Board of Directors has formulated a Whistle Blower Policy toreport genuine concerns or grievances. Protected disclosures can be made by a whistleblower through an e-mail or telephone line or a letter to the Chairman of the AuditCommittee or the Company Secretary of the Company or any member of the Audit Committee.The Policy on vigil mechanism / whistle blower policy may be accessed on the Company'swebsite at the link https:// www.walchand.com/wp-content/uploads/2019/03/Whistle-Blower-Policv-Effective-From-April-1-2019-.pdf.

22. Particulars of Employees Remuneration:

(A) The ratio of the remuneration of each Director to the median employee'sremuneration and other details in terms of Section 197 (12) of the Companies Act 2013read with Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this Report as Annexure 'D'.

(B) The information as required under Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 will be provided upon the request by anymember of the Company. In terms of Section 136 (1) of the Companies Act 2013 the Reportand the Accounts are being sent to the members excluding the said Annexure. Any memberinterested in obtaining copy of the same may write to the Company Secretary at theRegistered Office of the Company. Upon such request Information shall be furnished.

23. Particulars of Contracts and Arrangements with Related Parties:

All contracts / arrangements / transactions entered into / by the Company during theFinancial Year under review with Related parties were on an arm's length basis and in theOrdinary Course of Business. There were no materially significant related partytransactions which could have potential conflict with interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee for approval. Thepolicy on Related Party Transactions as approved by the Board is uploaded on the Company'swebsite at the following link: https://walchand.com/wp-content/uploads/2020/07/Related-Party-Transaction-Policy-wef-01.04.2020.pdf

Your Directors draw attention of the members to Note no. 45 to the Financial Statementwhich sets out related party disclosures.

24. Nomination & Remuneration Policy:

The Board has framed a policy on the recommendation of the Nomination &Remuneration Committee which lays down a framework in relation to remuneration ofDirectors Key Managerial Personnel and Senior Management of the Company. This policy alsolays down criteria for selection appointment and remuneration of Board Members / KeyManagerial Personnel and other senior employees.

Objectives:

The Nomination and Remuneration Committee and this Policy is in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and Regulation19 of SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015.

The Key Objectives of the Committee are:

a) to formulate guidelines in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

b) to evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation of the Board.

c) to recommend to the Board the all Remuneration payable in whatever form payable tothe Directors Key Managerial Personnel and Senior Management.

Role of Committee:

The role of the Committee is explained in the Corporate Governance Report.

Nomination Duties:

The duties of the Committee in relation to nomination matters include:

a) Ensuring that there is an appropriate induction & training programme in placefor new Directors and members of Senior Management and reviewing its effectiveness.

b) Ensuring that on appointment to the Board NonExecutive Directors receive a formalletter of appointment in accordance with the Guidelines provided under the Companies Act2013 and SEBI Guidelines.

c) Identifying and recommending Directors who are to be put forward for retirement byrotation.

d) Determining the appropriate size diversity and composition of the Board.

e) Setting a formal and transparent procedure for selecting new Directors forappointment to the Board.

f) Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan.

g) Evaluating the performance of the Board and Independent Directors.

h) Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.

i) Delegating any of its powers to one or more of its members or the Secretary of theCommittee.

j) Recommend any necessary changes to the Board.

k) Considering any other matters as may be requested by the Board.

Remuneration Duties:

The duties of the Committee in relation to remuneration matters include:

a) to consider and determine the Remuneration Policy based on the performance and alsobearing in mind that the remuneration is reasonable and sufficient to attract retain andmotivate members of the Board and such other factors as the Committee shall deemappropriate.

b) to approve the remuneration of the Senior Management including Key ManagerialPersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.

c) to delegate any of its powers to one or more of its members or the Secretary of theCommittee.

d) to consider any other matters as may be requested by the Board.

e) to consider and recommend to the Board for Professional indemnity and liabilityinsurance for Directors and senior management.

The Nomination and Remuneration policy is available on the website of the Company andthe weblink for the same is https://www.walchand.com/wp-content/uploads/2019/03/ Nomination-Remuneration-Policy-Effective-From- April-1-2019.pdf

25. Risk Management:

Risk Management policy was approved in the Board Meeting held on August 14 2015wherein all material Risks faced by the Company were identified and assessed. For each ofthe risks identified corresponding controls were assessed and policies and procedureswere put in place for monitoring mitigating and reporting risk on a periodic basis.

26. Internal Financial Control Systems:

Details of the Internal Financial Control Systems is explained in the "ManagementDiscussion and Analysis" which is enclosed as Annexure 'A' to this report.

27. Insurance:

The properties stocks stores assets etc. belonging to the Company continue to beadequately insured against fire riot civil commotion etc.

28. Dematerialization of Shares:

The Company's shares are listed on BSE Limited and National Stock Exchange of IndiaLtd. and the Company's Registrar and Share Transfer Agents have connectivity with NationalSecurities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN isINE711A01022. As on March 312021 total dematerialized equity shares are 37524545representing 98.57%.

29. Company's Website:

The Company has its website namely www.walchand. com. The website provides detailedinformation about the business activity locations of its offices. The Quarterly ResultsAnnual Reports Shareholding patterns and Investor Presentations all other communicationwith the Stock Exchanges and various policies are placed on the website of the Company andthe same are updated periodically.

30. Means of Communication:

The Company has designated investors@walchand.com as an email id for the purpose ofregistering complaints by investors and displayed the same on the website of the Company.

31. Auditors and Auditor's Report:

Statutory Auditor:

M/s. Jayesh Sanghrajka & Co. LLP Chartered Accountants Mumbai was appointed in108th Annual General Meeting (AGM) as the Statutory Auditors of the Company tohold office from the conclusion of 108th AGM until the conclusion of the 113thAGM.

Auditors Report:

The notes forming part of the accounts referred in the Auditors' Report are selfexplanatory and give complete information. There are no qualifications reservation oradverse remarks made by statutory auditors in the Audit Report except matter referred in"Matter of Emphasis" para in Audit Report.

Cost Auditors and Cost Audit Report:

M/s. S. R. Bhargave & Co. Cost Accountants have been duly appointed as CostAuditors for conducting Cost Audit in respect of products manufactured by the Companywhich are covered under the Cost Audit Rules for current financial year ending March 2022.They were also the cost auditors for the previous Year ended March 2021. As required bySection 148 of the Companies Act 2013 necessary resolution has been included in theNotice convening the Annual General Meeting seeking ratification by the Members to theremuneration proposed to be paid to the Cost Auditors for the financial year ending March2022.

The Cost Audit Reports for the financial year ended March 2021 will be filed withinthe stipulated time i.e. on or before September 30 2021.

Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Board hasappointed M/s. V. N. Deodhar & Company Practicing Company Secretary to undertakeSecretarial Audit of the Company for the year April 012020 to March 31 2021. TheSecretarial Audit Report for the year ended March 312021 is annexed herewith marked as Annexure'E' to this Report. No observations / qualifications / reservation / adverse remarkwere made by M/s. V. N. Deodhar & Company Secretarial Auditor of the Company in theirreport. The Board has reappointed M/s. V. N. Deodhar & Co. as Secretarial Auditor forthe Financial Year 2021-22 also.

Reporting of Frauds by Auditors:

During the year under review the Statutory Auditors the Secretarial Auditor or theCost Auditors has not reported to the Audit Committee under Section 143 (12) of theCompanies Act 2013 any instances of fraud committed against the Company by its officersor employees the details of which needs to be mentioned in the Board's Report.

32. Particulars of Loans Guarantees or Investments by Company:

Particulars of Loans given Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are provided in the notes to Financial Statement(Please refer Notes to the Financial Statement).

33. Employee Stock Option Scheme:

With the perspective of promoting the culture of ownership and to attract retainmotivate and incentivize senior as well as critical talent the Company has approved"WIL - Employees Stock Option Plan 2020"

The Nomination and Remuneration Committee inter alia administers and monitorsEmployees' Stock Option Scheme of the Company. The Schemes are in line with the SecuritiesExchange Board of India (Share Based Employee Benefits) Regulations 2014 ("SBEBRegulations"). The Company has received a certificate from the Auditors of theCompany that the scheme is implemented in accordance with the SBEB Regulations and theresolution passed by the members. The certificate is available for inspection by membersin electronic mode.

34. Prevention of Sexual Harassment of Women at Workplace:

Your Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. An Internal Complaints Committee (ICC) has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this Policy. During the year underreview there were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

35. Secretarial Standards:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.

36. Familiarization Programme for Independent Directors:

To provide insights into the Company to enable the Independent Directors to understandthe Company's business in depth which would facilitate their active participation inmanaging the Company Company arranges Familiarization Programme for IndependentDirectors. The details of such familiarization programmes for Independent Directors areposted on the website of the Company viz.https://www.walchand.com/wp-content/uploads/2019/04/ Familiarisation-programme-for-ID.pdf.

37. General:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. No significant or material orders were passed by the Regulators/ Courts / Tribunalswhich would impact the going concern status of the Company and its future operations.

38. Acknowledgement:

Your Directors wish to place on record their deep sense of appreciation for thecommitted services by the Company's executives staff and workers.

The Directors regret the loss of life due to COVID-19 pandemic in the Country / Companyare deeply grateful and have immense respect for every person who risked their life andsafety to fight this pandemic.

Your Directors also place on record their sincere appreciation for the assistance andco-operation received from the banks financial institutions customers suppliers and theshareholders from time to time.

For & on behalf of the Board of Directors

Sd/- Sd/-
Chirag C. Doshi Dilip J. Thakkar
Managing Director & CEO Director
DIN: 00181291 DIN: 00007339
Registered Office:
3 Walchand Terraces
Date : June 29 2021 Tardeo Road Mumbai - 400 034.

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