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नैशनल ऑक्सीजन निदेशकों की रिपोर्ट, नैशनल ऑक्सीजन निर्देशकों द्वारा रिपोर्ट

नैशनल ऑक्सीजन

बीएसई: 507813  |  NSE: NOL  |  ISIN: INE296D01010  |  Chemicals

खोजें नैशनल ऑक्सीजन कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
Ladies and Gentlemen,
 
 The Your Directors have pleasure in presenting 40 ANNUAL REPORT of your
 Company together st with the Audited Statement of Accounts and the
 Auditors'' Report for the Financial Year ended 31 March, 2015. The
 summarized financial results for the Financial Year are as under:
 
 FINANCIAL SUMMARY
 
                                 2014-2015            2013-2014
                                 (Rs in lakh)         (Rs in lakh)
 
 Gross Profit /(Loss)            (676.97)             (374.67)
 
 Depreciation                    (417.31)             (386.44)
 
 Profit / (Loss) 
 before tax                     (1094.28)             (761.11)
 
 Provision for 
 Income tax                         -                  (1.006)
 
 Provision for 
 Fringe Benefit Tax                 -                     -
 
 Provision / Release 
 of Deferred Tax                  (11.28)              236.47
 
 Net profit for the 
 year                           (1083.00)             (525.64)
 
 Balance brought 
 forward from the 
 earlier year                    (219.74)              305.90
 
                                (1302.74)             (219.74)
 
 PERFORMANCE AND STATE OF COMPANY''S AFFAIRS OF THE COMPANY
 
 During the year under review, the Company has incurred net loss
 Rs.1083,00,000 as against loss of Rs5,25,65,000 in the previous year.
 Even though the total revenue of the Company has increased while
 comparing the previous year, the rise in loss was mainly due to
 increase in cost of Power & Fuel etc comparing to the previous year. No
 material changes have occurred or commitments made affecting the
 financial position of the company, between the end of the financial
 year of the company to which the financial statements relate and the
 date of the report
 
 BUSINESS OPERATIONS: Industrial Gases
 
 The order book position is comfortable since the Company was able to
 tie up long term contracts with the customers. The plant at Pondicherry
 and Perundurai is also performing at its rated capacity.  Your Company
 is working at its market front since the supply of oxygen and nitrogen
 has increased compared to previous year.
 
 Windmill
 
 The power generation is normal and we expect the generation of power
 will improve in the coming months
 
 DIVIDEND
 
 Considering the current and accumulated losses of your Company , the
 Board of Directors is not recommending any dividend for the year
 2014-2015.
 
 TRANSFER OF PROFITS TO RESERVES
 
 During the year your company has met net loss of Rs . 10,83,00,783/-
 which has been transferred to reserve account as '' Debit balance in
 statement of profit and loss.
 
 MATERIAL CHANGES AND COMMITMENTS OF THE COMPANY
 
 There were no material changes and commitments affecting the financial
 position of the Company between the end of financial year ( March 31,
 2015 and the date of the Report 06.08.2015)
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186:
 
 Details of loans, guarantees and investments covered under the
 provision of section 186 of the companies act 2013 are given below:
 
 Particulars                   Number                     Amount
  
 Loan Given                    NIL                           NIL
 
 Investment made Unquoted 
 Investments in Equity 
 Instruments
 
 i) Pondicherry Agro           9000 shares              90000.00
    Foods Pvt Ltd              (Face value
                               Rs.10/-)
 
 ii) Beta Wind Farm 
     Pvt Ltd                   168421 shares        31,99,999.00
                               (Face Value 
                               Rs.10/-)
 
 iii)Clarion Wind 
     Farm Pvt Ltd              231152 Shares          2311520.00
                               (Face Value
                               Rs.10/-)
 
 Investment in 
 Govt. Securities
 
 iv) National Savings 
     Certificate                                         5000.00
 
 v) Indira vikas patra                                    500.00
    Guarantee Given            Nil                           Nil
 
 SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
 
 The Company doesn''t have any subsidiaries, associates and joint venture
 companies
 
 THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 The details of conservation of energy, technology absorption, foreign
 exchange earnings and outgo as required under section 134 (3) (m) of
 the Companies Act 2013 are attached as Annexure -1:
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 S.
 No   Name of Directors    Designation       Date of         Date of
                                             appointment     resignation
 
 1    Gajanand Saraf       Managing 
                           Director          23.12.1974         -
 
 2    Rajesh Kumar 
      Saraf                Joint 
                           Managing 
                           Director          30.11.1992         -
 
 3    Veena Devi Saraf     Director          11.10.1989         -
 
 4    Perumal Siva         Independent 
                           Director          10.01.1994         -
 
 5    Anil Kumar Seth      Independent 
                           Director          21.08.1985         -
 
 6    Devmohan Mohunta     Independent 
                           Director          10.11.1987         -
 
 Retirement by Rotation
 
 In terms of Section 152 of the Companies Act 2013 Smt. Veena Devi Saraf
 Who retire by rotation at the forthcoming AGM and is eligible for
 re-appointment.
 
 DECLARATION OF INDEPENDENT DIRECTORS
 
 As per the Companies Act 2013, your company had appointed three
 independent directors and they have declared that they meet the
 criteria of independence in terms of Section 149(6) of the Companies
 Act 2013 and that there is no change in their status of Independence.
 
 REMUNERATION DETAILS OF DIRECTORS:
 
 Details of Remuneration to    Mr.Gajanand Saraf   Mr.Rajesh Kumar Saraf
 Directors                     Managing Director   Joint Managing 
                                                   Director 
 
 Salary                         30,00,000/-         30,00,000/- 
 
 PF Contribution                 3,60,000/-          3,60,000/-
 
 Others                          1,00,000/-          1,00,000/-
 
 INFORMATION U/s 197 (12) OF THECOMPANIES ACT 2013
 
 The information required under section 197 (12) of the Act and read
 with rule 5(1) of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014 is attached herewith as Annexure-5.
 
 STATUTORY AUDITORS:
 
 As per the provisions of the Companies Act 2013, M/s Sing & Co,
 Chartered Accountants, had been appointed as the statutory auditors of
 the Company to hold office from the conclusion of the 39th Annual
 General Meeting held on 12.09.2014 till the conclusion of Annual
 General Meeting to be held in 2017 subject to the ratification of share
 holders in every Annual General Meeting . The company has received
 confirmation from the audit firm regarding their consent and
 eligibility under sections 139 and 141 of the Companies Act 2013 read
 with the Companies ( Accounts ) Rules, 2014 for appointment as the
 Auditors of the Company.
 
 As required under clause 41 of the Listing Agreement, the Auditors have
 also confirmed that they hold a valid certificate issued by the Peer
 Review Board of the Institute of Chartered Accountants of India
 
 The Audit committee and the Board of Directors have recommended to
 ratify the appointment of auditors for the financial year 2015-16. The
 necessary resolution is being placed before the shareholder for their
 approval.
 
 SECRETARIAL AUDITOR
 
 Pursuant to the requirements of Section 204(1) of the Companies Act
 2013 and Rule 9 of the Companies ( Appointment and Remuneration of
 Managerial Personnel ) Rule 2014, the company has appointed, Mrs
 Lakshmmi Subramanain & Associates , Practicing Company Secretaries to
 conduct the secretarial audit for the financial year 2014-15.
 
 The Secretarial Audit report as received from the secretarial auditor
 is annexed to this report as Annexure-2
 
 COMMENT ON SECRETARIAL AUDIRTOR REPORT
 
 With reference to the remarks made by the secretarial auditor, Mrs.
 Lakshmmi Subramanian, Practicing Company Secretary, in her secretarial
 audit report , the company has taken the corrective measures during the
 current financial year.
 
 INTERNAL CONTROL AND ITS ADEQUACY
 
 M/s Sivasubramanian & co, Cost Accountants was appointed as internal
 auditors of the Company.  They regularly conduct audit and submit their
 quarterly reports, which are reviewed by the Audit Committee. The
 Company has an adequate Internal Control system, commensurate with the
 size, scale and complexity of its operations. To maintain its
 objectivity and independence, the Internal Auditor reports to the
 Chairman of the Audit Committee of the Board. During the year, such
 controls were tested and no reportable material weaknesses in the
 design or operation were observed.
 
 RELATED PARTY TRANSACTIONS U/S 188 (1)
 
 There were no materially significant transactions with Related Parties
 during the financial year 2014-15 which were in conflict with the
 interest of the Company. Suitable disclosures as required under AS-18
 have been made in Note No.37 of the Notes to the financial statements.
 Details of the transactions are provided in Form AOC-2 which is
 attached as Annexure - 3
 
 The Board had approved the Related Party Transactions.
 
 EXTRACT OF THE ANNUAL RETURN:
 
 The details forming part of the extracts of Annual Return in form MGT-9
 as provided under sub- section (3) of section 92 of the Companies Act
 is annexed herewith as Annexure 4 to this report.
 
 RISK MANAGEMENT POLICY
 
 Your Company has an established Enterprise Risk Management function
 that engages with all the business verticals for risk assessment ,
 ensures that the risk mitigation plans are in place and validates the
 risk mitigation status regularly . Action plans are incorporated into
 the corporate plans of your company. The steering committee consisting
 of core Business vertical Heads overseas the Risk Management process
 including risk identification, impact assessment, effective
 implementation of the mitigation plans and risk reporting, The
 Committee, Chaired by the Managing Director, reviews on a quarterly
 basis the enterprise risks to the achievement of the business
 objectives. The steering Committee updates the Risk Management
 committee comprising of independent directors and non-executive
 director on the enterprise risks and the action taken thereon
 
 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
 
 Your Company has always believed in providing a safe and harassment
 free workplace for every individual working in the Company through
 various interventions and practices. The Company always endeavors to
 create and provide an environment that is free from discrimination and
 harassment including sexual harassment.
 
 The Company aims at prevention of harassment of employees and lays down
 the guidelines for identification, reporting and prevention of
 undesired behavior. The Board of Directors are responsible for
 redressal of complaints related to sexual harassment During the year
 ended 31 March 2015, the Board did not receive any complaints
 pertaining to sexual harassment.
 
 DEPOSIT FROM PUBLIC
 
 The Company has not accepted any deposits from public and as such, no
 amount on account of principal or interest on deposits from public was
 outstanding as on date of the balance sheet.
 
 CORPORATE GOVERNANCE REPORT
 
 Since your company''s paid up capital and Net worth is less than Rs.10
 Crores and Rs.25 Corers respectively, the provisions of revised clause
 49 relating to Corporate Governance, vide SEBI circular dated
 CIR/CFD/POLICY CELL/7 is not applicable to the Company.
 
 NUMBER OF BOARD MEETINGS HELD DURING THE YEAR ALONG WITH THE DATES OF
 THE MEETINGS:
 
 During the Financial Year 2014-2015, the Board met 4 times as follows:
 
 S 
 No.  Dates of 
      meeting of the   Quarter      No of directors     Total no of
      Board                         on the date of      directors
                                    meeting             attended
 
 1.   22.05.2014       First          6                    6
 
 2.   28.07.2014       Second         6                    6
 
 3.   31.10.2014       Third          6                    6
 
 4.   12.02.2015       Fourth         6                    6
 
 The meetings of the Board were held periodically and has not lapsed a
 period of 120 days between two meetings as prescribed under section
 173(1) of the Act.
 
 ANNUAL BOARD EVALUATION
 
 The Nomination and Remuneration Committee of the Board laid down the
 criteria for performance evaluation of all Directors. The performance
 evaluation has been done by the entire Board of Directors, except the
 Director concerned being evaluated. The criteria for performance
 evaluation are as follows:
 
 Role & Accountability
 
 - Understanding the nature and role of Independent Directors'' position
 
 - Understanding of risks associated with the business
 
 - Application of knowledge for rendering advice to management for
 resolution of business issues
 
 - Offer constructive challenge to management strategies and proposals
 
 - Active engagement with the management and attentiveness to progress
 of decisions takenObjectivity
 
 - Non-partisan appraisal of issues
 
 - Own recommendations given professionally without tending to majority
 or popular views 
 
 Leadership & Initiative
 
 - Heading Board Sub-committees
 
 - Driving any function or identified initiative based on domain
 knowledge and experience
 
 Personal Attributes
 
 - Commitment to role & fiduciary responsibilities as Board member 
 Attendance and active participation  Proactive, strategic and lateral
 thinking
 
 CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
 
 The Board of Directors had adopted a Code of Conduct for the Board
 Members and employees of the company. This code helps the Company to
 maintain the standard of business ethics and ensure compliance with the
 legal requirements of the company The code is aimed at preventing any
 wrongdoing and promoting ethical conduct at the Board and employees.
 The Compliance officer is responsible to ensure adherence to the Code
 by all concerned The code lays down the standard of conduct which is
 expected to be followed by the Directors and the designated employees
 in their business dealings and in particular on matters relating to
 integrity in the work place, in business practices and in dealing with
 stakeholders All the Board Members and the Senior Management personnel
 have confirmed compliance with the Code
 
 WHISTLE BLOWER POLICY/VIGIL MECHANISM
 
 Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7
 of the Companies ( Meetings of Board and its Powers ) Rules,2014 and
 clause 49 of the Listing Agreement, the Board of Directors had approved
 the policy on vigil mechanism / whistle blower and the same was hosted
 on the website of the Company. The policy inter-alia provides a direct
 access to the Chairman of the Audit Committee.
 
 Your Company hereby affirms that no Director / employee has been denied
 access to the Chairman of the Audit Committee and that no complaints
 were received during the year
 
 BOARD COMMITTEES
 
 The Board had constituted the following committees Viz Audit Committee,
 Nomination and Remuneration Committee and Stakeholders'' Relationship
 Committee
 
 AUDIT COMMITTEE:
 
 The Audit Committee which acts as a link between the management,
 external and internal auditors and the Board of Directors of the
 Company is responsible for overseeing the Company''s financial reporting
 process by providing direction to audit function and monitoring the
 scope and quality of internal and statutory audits.
 
 The Audit Committee comprises of Mr. P.Siva, Independent Director as
 Chairman, Mr.Anil Kumar Seth and Mr. D.M.Mohunta, Independent Directors
 as members.
 
 All members of the Audit Committee are financially literate and have
 expertise in accounting / financial management.
 
 The Chairman of the Audit Committee was present at the last Annual
 General Meeting held on 12th September, 2014
 
 The Audit Committee met five times during the year and the time gap
 between any two meeting did not exceed more than four months
 
 Date of Meetings      Total number of members    No.of members present
 
 22.05.2014                      3                         3
 
 28.07.2014                      3                         3
 
 31.10.2014                      3                         3
 
 12.02.2015                      3                         3
 
 Terms of reference in brief
 
 Financials
 
 - Review of the quarterly / half-yearly / annual financial statements
 with reference to changes, if any in accounting policies and reasons
 for the same
 
 - Major accounting entries involving estimates based on exercise of
 judgment by management, adjustments, if any arising out of audit
 findings.
 
 - Compliance with listing and legal requirements relating to financial
 statements, qualifications, if any in the draft audit report.
 
 Internal controls and risk management
 
 - Review of internal audit function and discussion on internal audit
 reports
 
 - Review of vigil mechanism and above all adequacy of internal control
 systems
 
 - Review of risk management policies especially enterprise level risk
 management
 
 Compliance and other related aspects
 
 - Disclosure of related party transactions and subsequent
 modifications, if any.
 
 - Scrutiny of inter-corporate loans and investments
 
 - valuation of undertakings or assets of the company
 
 - uses/application of funds raised through an issue
 
 - Review and recommendation of appointment, remuneration and terms of
 appointment of statutory auditors
 
 - Review of other services rendered by the statutory auditors
 
 - Review of the management discussion and analysis of the financial
 conditions and results of operations, significant related party
 transactions, management letters issued by statutory auditors, internal
 audit reports The audit Committee also looks into the matters as are
 specifically referred to it by the Board of Directors besides looking
 into the mandatory requirements of the Listing Agreement and provisions
 of Section 177 of the Companies Act 2013.
 
 NOMINATION AND REMUNERATION COMMITTEE:
 
 Constitution
 
 The Nomination and Remuneration committee comprises of Mr. P.Siva,
 Independent Director as Chairman, Mr.Anil Kumar Seth and Mr.
 D.M.Mohunta, Independent Directors as members.
 
 Terms of Reference
 
 - The Committee shall formulate the criteria for determining the
 qualification, positive attributes and independence of a director and
 recommend to the Board a policy, relating to the remuneration for the
 directors, key managerial personnel and other employees.
 
 - The Committee shall identify persons who are qualified to become
 directors and who may be appointed in senior management positions in
 accordance with the criteria laid down, recommend to the Board their
 appointment and removal and shall carry out evaluation of every
 director''s performance.
 
 - The Committee shall ensure that level and composition of remuneration
 is reasonable and sufficient, relationship of remuneration to
 performance is clear and meets performance benchmarks, and involves a
 balance between fixed and incentive pay.
 
 - Review the policy from time to time for selection and appointment of
 Directors and senior management employees and their remuneration;
 
 - Review the performance of the Board of Directors and Senior
 Management Employees based on certain criteria as approved by the
 Board. In reviewing the overall remuneration of the Board of Directors
 and Senior Management, the Committee ensures that the remuneration is
 reasonable and sufficient to attract, retain and motivate the best
 managerial talent, the relationship of remuneration to performance is
 clear and meets appropriate performance benchmarks and that the
 remuneration involves a balance between fixed and incentive pay
 reflecting short term and long term objectives of the Company.
 
 - Filling up of vacancies in the Board that might occur from time to
 time and appointment of additional Non-Executive Directors. In making
 these recommendations, the Committee shall take into account the
 special professional skills required for efficient discharge of the
 Board''s functions.
 
 - Recommendation to the board with regard to retirement of Directors,
 liable to retire by rotation and appointment of Executive Directors.
 
 - To determine and recommend to the Board from time to time
 
 (a) The amount of commission and fees payable to the Directors within
 the applicable provisions of the Companies Act, 2013.
 
 (b) The amount of remuneration, including performance or achievement
 bonus and perquisites payable to the Executive Directors
 
 (c) To frame guidelines for Reward Management and recommend suitable
 schemes for the Executive Directors and Senior Management.
 
 - To determine the need for key man insurance for any of the company''s
 personnel
 
 - To carry out the evaluation of every director''s performance
 
 - To carry out any function as is mandated by the Board from time to
 time and /or enforced by any statutory notification, amendment or
 modifications as may be applicable.
 
 - Stakeholders'' Relationship Committee
 
 (C) Meetings and attendance during the year:
 
 There is no meeting held during the year.
 
 (D) Remuneration policy
 
 The Board has, on the recommendation of the Nomination & Remuneration
 Committee approved a policy for selection and appointment of Directors,
 Senior Management and for determining their remuneration.
 
 STAKE HOLDERS RELATIONSHIP COMMITEE
 
 The Stakeholders Relationship Committee specifically looks into issues
 such as redressing of shareholders'' and investors'' complaints such as
 transfer of shares, non-receipt of shares, non- receipt of declared
 dividends and ensuring expeditious share transfers and also redresses
 the grievances of deposit holders, debenture holders and other security
 holders.
 
 (A) Composition, Members, its meetings and attendance
 
 This Committee comprises of Mrs. Veena Devi Saraf as Chairman with
 Mr.Gajanand Saraf and Mr. P.Siva as members of the Committee.
 
 During the year,six meetings of Stake holders Relationship Committee
 were held as follows;
 
 Name of Member      Category               Meetings held     Meetings
                                            during FY 2015    attended
 
 Mrs. Veena Devi 
      Saraf          Non-executive 
                     Director/Chairman          6               6
 
 Mr. Gajanand 
     Saraf           Managing Director          6               6
 
 Mr.P.Siva           Independent Director       6               6
 
 CORPORATE SOCIAL RESPONSIBILITY ( CSR )
 
 Your company is not mandatorily required to constitute CSR committee
 since it has not come within the purview of threshold limit specified
 in section 135 of the Companies Act 2013.
 
 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/
 COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
 OPERATIONS IN FUTURE:
 
 During the year, there were no such instances of significant and
 material orders passed by the regulators, courts or tribunals.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 As required under Section 134 (5) of the Companies Act, 2013, the Board
 of Directors hereby confirm:- (i) That in the preparation of the Annual
 Accounts, the applicable accounting standards had been followed along
 with proper explanation relating to material departures;
 
 (ii) That the Directors had selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of the affairs of the Company at the end of the Financial Year and of
 the profit of the Company for that period;
 
 (iii) That the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 (iv) That the Directors had prepared the Annual Accounts on a
 going-concern basis;
 
 (v) That proper internal financial controls were followed by the
 Company and that such internal financial controls are adequate and were
 operating effectively.
 
 (vi) That the directors had devised proper systems to ensure compliance
 with the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 GENERAL INFORMATION
 
 AGM Date, Time and Venue          26th September 2015 at 9.30 a.m
                                   Hotel Kanchi,
                                   No.28, Ethiraj Salai, Egmore 
                                   Chennai-600 008
 
 Financial Calendar
               
 1st Quarter                       1st April to 30 June
 
 nd st th
 
 2nd Quarter                       1st July to 30 September
 
 3rdQuater                         1st October to 31st December
 
 4 th Quarter                      1st January to 31 March
 
 Date of Book Closure              19.9.2015 to 26.9.2015
 
 Record Dates                      19.9.2015
 
 Dividend Payment date             Not applicable
 
 Listing with Stock Exchanges      Bombay Stock Exchange
 
 Address of the 
 Registered office                 No.80 ( Old No.141 ) Greams Road
                                   Opp. to Greams Road Post Office
                                   Chennai  Tamilnadu 600006 
 
 E-mail id                         contact@nolgroup.com
 
 Web Site                          www,nolgroup.com
 
 
 ACKNOWLEDGEMENT
 
 Your Directors would like to express their sincere appreciation of the
 co-operation and assistance received from the business constituents
 during the year under review.
 
                                          By Order of the Board,
 
 Place : Chennai 
 
                          Sd/-                        Sd/- 
 
 Date : 06.08.2015        Rajesh Kumar Saraf          G.N.Saraf
 
                          Joint Managing Director     Managing Director
 
                          DIN:-00007353               DIN:-00007320
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `271 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `309 Cr की खरीदारी की
  • MARKET CUES : FIIs ने F&O में `58 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `299 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स ऑप्शंस में `413 Cr की खरीदारी की
  • MARKET CUES : स्टॉक फ्यूचर्स में `124 Cr की बिकवाली की
  • HSBC ON CASTROL : BUY रेटिंग, लक्ष्य बढ़ाकर `165/Sh
  • MS ON FUTURE RETAIL : Overweight रेटिंग, लक्ष्य घटाकर `540/Sh
  • CREDIT SUISSE ON ITC : Outperform रेटिंग, लक्ष्य `330/Sh
  • MORGAN STANLEY ON GRASIM : Overweight रेटिंग, लक्ष्य `875/Sh

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