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सिम्पलेक्स इंफ्रास्ट्रक्चर्स निदेशकों की रिपोर्ट, सिम्पलेक्स इंफ्रास्ट्रक्चर्स निर्देशकों द्वारा रिपोर्ट

सिम्पलेक्स इंफ्रास्ट्रक्चर्स

बीएसई: 523838  |  NSE: SIMPLEXINF  |  ISIN: INE059B01024  |  Construction & Contracting - Civil

खोजें सिम्पलेक्स इंफ्रास्ट्रक्चर्स कनेक्शन Mar 17
निदेशकों की रिपोर्ट वर्षांत : Mar '18

Dear Members,

The Directors are pleased to present the One Hundredth Annual Report along with Company''s Audited Financial Statements for the financial year ended 31st March, 2018.

Financial Results

The financial performance of the Company for the year ended 31st March, 2018 is summarized below:

Rs. in mns

Particulars

Standalone

Consolidated

31st March, 2018

31st March, 2017

31st March, 2018

31st March, 2017

Revenue from Operations

57662

56075

57669

56125

Earning before finance costs, tax, depreciation and amortization (EBITDA)

8052

7777

8044

7981

Less: Finance Costs

4709

4454

4708

4450

Less: Depreciation and amortization

1834

1977

1840

1990

Share of net profit/ (loss) of Associates and Joint Ventures accounted for using equity method

-

-

(28)

(8)

Profit before tax

1509

1346

1468

1533

Less: income tax expenses

Current Tax

425

420

425

468

Deferred Tax

143

51

143

51

Excess Current tax provision for earlier years written back (net)

(228)

(328)

(228)

(328)

Profit for the year

1169

1203

1128

1342

Attributable to:

Owners of the Company

1169

1203

1128

1368

Non-Controlling Interest

-

-

(*)

(26)

Other Comprehensive Income for the year, net of tax

(97)

(133)

(125)

(122)

Attributable to:

Owners of the Company

(97)

(133)

(118)

(125)

Non-Controlling Interest

-

-

(7)

3

Total Comprehensive Income for the year

1072

1070

1003

1220

Attributable to:

Owners of the Company

1072

1070

1010

1242

Non-Controlling Interest

-

-

(7)

(22)

Profit for the period

1169

1203

1128

1368

Balance at the beginning of the year

7613

6766

7627

6615

Profit available to owners for appropriation

8782

7969

8755

7983

Transactions with Non-Controlling Interest

-

-

-

(1)

Remeasurements of post-employment benefit obligations

*

(21)

*

(20)

Transferred to retained earnings from FVOCI equity instruments on de-recognition

-

(3)

-

(3)

Transfer to Debenture Redemption Reserve

(302)

(302)

(302)

(302)

Dividend (including Dividend Tax)

(30)

(30)

(30)

(30)

Balance carried to Balance Sheet

8450

7613

8423

7627

* Amount is below the rounding off norm adopted by the Company.

Review of Operations

During the year under review, on standalone basis, revenue from operations were Rs.57662 mns as against Rs.56075 mns in the previous year. Profit before tax stood at Rs. 1509 mns as against Rs. 1346 mns in the previous financial year and net profit for the year after tax was at Rs.1169 mns as against Rs.1203 mns in previous financial year. Other Comprehensive income for the year (net of tax) is Rs. (97) mns as against Rs.(133) mns in the previous year. After considering other comprehensive income, total Comprehensive income worked out at Rs.1072 mns as against Rs.1070 mns in the previous year.

On a consolidated basis, the revenue from operations increased to Rs.57669 mns from Rs. 56125 mns in the previous year. Profit before tax was at Rs. 1468 mns as compared to Rs. 1533 mns in the previous year and profit for the year after tax stood at Rs.1128 mns as against Rs.1342 mns in the previous year. Other Comprehensive income for the year (net of tax) is Rs.(125) mns as against Rs (122) mns in the previous year. After considering other comprehensive income, total Comprehensive income stood at Rs.1003 mns as against Rs.1220 mns in the previous year.

Business Review

The Order book of the Company as on March 31, 2018 soared to Rs.186225 mns. During the year under review, the Company bagged a number of new projects amounting to Rs. 76660 mns in various vertical it operates, which includes among others four laning of Dolabari to Jamuguri section of NH-37 and NH-52, Assam, construction of elevated corridor along 100ft Inner Ring Road, Bangalore, erection of structural steel for Harduaganj Thermal Power Station, Aligarh, construction of viaducts and metro stations for Bangalore, Chennai and Mumbai Metro Rail, Civil work for development of international ship repair facility, Cochin, construction of buildings for IIT Bhubaneswar, Orissa.

Material changes and commitments

Qualified Institutional Placement

The Company for augmenting its working capital resources to cater to growing business needs and for general corporate purposes raised Rs. 4022 mns by issue of 70,68,490 equity shares of face value of Rs. 2/- each, by way of Qualified Institutional Placement to Qualified Institutional Buyers at the issue price of Rs. 569/- (including premium of Rs. 567/-) per share in accordance with Chapter VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Allotment of shares were made on 23rd May, 2018.

Preferential Issue of convertible warrants to Promoters

The Company has issued and allotted 36,09,261 convertible equity warrants at a price of Rs. 554.13 per warrant on a preferential basis in accordance with Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, not exceeding Rs. 2000 mns, on 15th May, 2018 with a right to Warrant Holder to apply for and get allotted one equity share of face value of Rs. 2/- each for each warrant, within a period of 18 months from the date of allotment of warrants to (i) Anupriya Consultants Private Limited, (ii) RBS Credit & Financial Developments Private Limited, (iii) Baba Basuki Distributors Private Limited and (iv) JMS Mining Private Limited (Warrant Holders), being companies forming part of the Promoter Group of the Company. The Company had received Rs. 500 mns, being 25 percent of the price fixed per Warrant from the warrant holders at the time of allotment; and balance 75 percent shall be payable by the Warrant Holders on exercise of option to convert each warrant to one equity share of face value of Rs. 2/- each, in one or more tranches within the said period of 18 months.

Apart from above, there are no material changes or commitments affecting the financial position of the Company which have occurred after March 31, 2018 till the date of this report.

Dividend

The Board of Directors has recommended a dividend of Re. 0.50 per equity share for the FY 2017-18 (Previous year Re. 0.50 per equity share) of face value of Rs.2/- each. The dividend on 5,65,40,820 equity shares including dividend tax for the FY 2017-18 would aggregate Rs.34.1 mns . The dividend payment is subject to approval of the Members at the ensuing Annual General Meeting.

Transfer to General Reserves

The Company has not transferred any amount to the General Reserves during the current financial year.

Extract of the Annual Return

An extract of the annual return in Form MGT-9 in accordance with section 92(3) of the Companies Act, 2013 (''the Act'') and relevant Rules made thereunder is annexed herewith as Annexure - 1.

Number of meetings of the Board

Four meetings of the Board were held during the year. The details of the meetings of the Board are provided in the corporate governance report, which forms part of this Report.

Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate governance Report which forms part of this report.

Directors'' Responsibility Statement

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy.

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, make the following statements in terms of section 134 (3)(c) & 134 (5) of the Companies Act, 2013:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that appropriate accounting policies were selected and consistently applied and judgments and estimates were made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profits of the company for that period;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) That proper internal financial controls were followed by the company and such internal financial controls are reviewed by the Management and independent Internal Auditors and any material weakness noticed during such review, remedial action is taken by the Management so that Internal Control System as also its implementation is adequate and effective; and

(f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Policy on Directors'' Appointment and remuneration and other details

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is hosted on the Company''s website at www.simplexinfra.com. The details relating to Nomination and Remuneration Committee are given in the Corporate Governance Report, which forms part of this Report.

Particulars of Employees and other additional information

The details of remuneration as required to be disclosed under the Companies Act, 2013 and the Rules made thereunder are given in Annexure ''2'' forming part of this Board Report. Disclosures as contained in Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided at Table 1(a) of the Annexure-2.

The information in respect of employees of the Company required pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is provided at Table 1 (b) of the Annexure-2 forming part of this Report. In terms of Section 136(1) of the Act and the rules made thereunder, the Report and Accounts are being sent to the shareholders excluding the aforesaid Table 1 (b). Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said table is related to any Director of the Company.

During the year under review, there are no employees posted in India who are employed throughout the year and are drawing a remuneration of Rs.1.02 Crore or more per annum or employed for part of the year and drawing remuneration of Rs.8.5 Lakhs or more per month. Further, there were no employees of the Company who held 2% or more of the paid -up capital and drew a remuneration which was in excess of that drawn by the Whole-time Directors.

Any Shareholder interested in obtaining the details of employees posted outside India and in receipt of a remuneration of Rs. 60 Lakhs per financial year or Rs. 5 lakhs per month or more, may write to the Company Secretary of the Company.

Particulars of Loans, Guarantees or Investments

The Company is engaged in the business of contract constructing infrastructural facilities as specified in Schedule VI of the Companies Act, 2013. In accordance with the exemption provided by Section 186 (11) to the companies engaged in the business of providing infrastructural facilities, the provisions of Section 186 (2 ) to (13) of the Act, in respect of providing loan, guarantee or security to any other body corporate/ person do not apply to the Company.

Related Party Transactions

All the related party transactions were in the ordinary course of business or at arm''s length.The Company periodically reviews and monitors related party transactions. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis.There are no materially significant related party transactions made by the Company with promoters, Directors or key managerial personnel etc. which may have potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

However, the details of the related party transactions are set out in Note 30 to the standalone financial statements forming part of this Annual Report.

The Company has a Policy on materiality of and dealing with Related Party Transactions, as approved by the Board, which is available at its website www.simplexinfra. com.

Risk Management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Company also has in place a Risk Management Policy to identify and assess the key risk areas. The Members of the Risk Management Committee monitors and reviews the implementation of various aspects of the Risk management policy. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. At present no particular risk whose adverse impact may threaten the existence of the Company is visualized.

The details of risk management are covered in the management discussion and analysis, which forms part of this report.

Corporate Social Responsibility (CSR)

The Company has constituted a Corporate Social Responsibility Committee comprising Mr. Rajiv Mundhra, Executive Chairman as the Chairman of the Committee, Mr. S. Dutta, Whole-time Director and Mr. S. K. Damani, Independent Director of the Company and has framed a corporate social responsibility policy which is available at the website of the Company at www.simplexinfra.com.

As part of CSR initiatives, your Company focuses on promotion of education, eradication of hunger and malnutrition, art and culture and livelihood enhancement projects. The Company will continue to support the social projects that are consistent with the policy.

The annual report on CSR containing particulars specified in Companies (Corporate Social Responsibility Policy) Rules, 2014 , is set out herewith as Annexure-3.

Performance evaluation of the Board, its Committees and Individual Directors

During the year, formal annual evaluation of the Board, its Committees and individual Directors were carried out per the framework laid down by the Board for formal annual evaluation of the performance of the Board, Committees and individual Directors. It includes circulation of questionnaires to all Directors for evaluation of the Board and its Committees, which entails a wide range of parameters facilitating proper evaluation of the Board, its Committees and individual Directors. The response/ feedback/ comment received from each Director is carefully considered by the Board.

A separate meeting of Independent Directors was also held to review the performance of Whole-time Directors, performance of the Board as a whole and performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The Board of Directors expressed their satisfaction with the evaluation process and also the performance of Directors, Independent Directors, Chairman and performance of the Board as a whole was found satisfactory.

Subsidiaries, Associates & Joint Ventures

As on 31st March, 2018, your Company has seven Subsidiaries namely (i)Simplex (Middle East) Limited, UAE (ii)Simplex Infrastructures Libya Joint Venture Co., Libya (iii) Simplex Infra Development Private Limited (iv) Maa Durga Expressways Private Limited, (v) Jaintia Highway Private Limited, (vi) Simplex (Bangladesh) Private Limited and (vii) PC Patel Mahalaxmi Simplex Consortium Private Limited, three Associates namely (i) Shree Jagannath Expressways Private Limited , (ii) Raichur Sholapur Transmission Company Private Limited and (iii) Simplex Infrastructures LLC, Oman and two Joint Venture Companies namely (i) Arabian Construction Co-Simplex Infra Private Limited and (ii) Simplex Almoayyed W.L.L

Pursuant to provisions of Section 129 (3) of the Act, a statement containing the salient features of the financial statement of the Company''s subsidiary/ associate/ joint venture companies is provided in the Form AOC-1 is attached after the consolidated financial statements of the Company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www. simplexinfra.com. These documents will also be available for inspection till the date of the AGM during business hours at our registered office.

Formation /Cessation of Company''s Subsidiaries/ Associate/ Joint Venture

During the year under review, the Company formed a new subsidiary in the name of ''PC Patel Mahalaxmi Simplex Consortium Private Limited''. Apart from this, no company has become or has ceased to be subsidiary, joint venture or associate company.

Directors

In accordance with the provisions of the Act, Mr. A.N.Basu, Whole-time Director, retires by rotation and being eligible has offered himself for reappointment at the ensuing annual general meeting.

The Board of Directors, on the recommendation of Nomination and Remuneration Committee has reappointed Mr.A.N.Basu as Whole-time Director of the Company for a period of 5 (five) years with effect from September 20, 2019, subject to the approval of the shareholders, as his current term of office is upto September 19, 2019.

The term of office of Mr. Asutosh Sen, Mr. N. N. Bhattacharyya and Mr. S. K. Damani, Independent Directors of the Company, will expire on September 3, 2019 or the date of the 101st Annual General Meeting, whichever is earlier. The Board of Directors, on recommendation of the Nomination and Remuneration Committee has recommended their reappointment as Independent Directors of the Company for a second term of 5 (five) consecutive years on the expiry their current term of office.

Pursuant to the provisions of Section 149 of the Act and Listing Regulations, Mr. Asutosh Sen, Mr. N. N. Bhattacharyya, Mr. Sheo Kishan Damani and Ms. Leena Ghosh, Independent Directors of the Company have submitted their declaration that they meet with the criteria of independence as provided in Section 149 (6) of the Act and are not disqualified from continuing as Independent Directors of the Company.

All the Directors have submitted the requisite disclosures/ declarations as required under the relevant provisions of the Companies Act, 2013.

Appropriate resolution seeking your approval and brief resume / details for re-appointment of Directors is furnished in the notice of the ensuing Annual General Meeting.

Key Managerial Personnel

In terms of the provisions of Section 203 of the Act, Mr.A.N.Basu, Whole-time Director, Mr. S. Dutta, Wholetime Director & CFO and Mr. B. L. Bajoria, Sr. Vice President & Company Secretary are the Key Managerial Personnel of the Company.

Remuneration and other details of the said Key Managerial Personnel for the financial year ended March 31, 2018 are mentioned in the extract of the Annual Return (Annexure -1) which is attached to the Board''s Report.

Public Deposits

The Company has not accepted/ renewed any fixed deposits from the public or its employees during the year under review.

Significant and material orders passed by Regulators/Courts/Tribunals

During the year under review, there were no significant or material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status of the Company and its operations in future.

Internal Control Systems and their adequacy

The details in respect of internal control systems and their adequacy are included in the management discussion & analysis report, which forms part of this report.

Vigil Mechanism (Whistle Blower Policy)

The Company has formulated a Whistle Blower Policy to provide a formal mechanism to Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. Appropriate steps are taken for redressing the grievances as per the mechanism approved by the Board as and when the complaints are received.

The Whistle Blower policy is available on the website of the Company www.simplexinfra.com.

Statutory Auditors

M/s. S. R. Batliboi & Co., LLP were appointed as Statutory Auditors for a term of 5 (five ) consecutive years, at the Annual General Meeting of the Company held on September 22, 2017 and M/s. H.S.Bhattacharjee & Co., Chartered Accountants were appointed as Statutory Auditors for a term of 5 (five ) consecutive years , at the Annual General Meeting of the Company held on September 4, 2014, subject to ratification of their appointment by the shareholders, every year . The Ministry of Corporate Affairs vide its Notification dated 7th May 2018, has dispensed with the requirement of ratification of Auditor''s appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditor''s appointment is not included in the Notice of the ensuing Annual General Meeting.

M/s. S. R. Batliboi & Co., LLP and M/s. H. S. Bhattacharjee & Co., continue to be the Statutory Auditors of the Company.

Boards'' Explanation on Auditors'' Qualification on Financial Statements

Standalone Financial Statements

The Board''s explanation on the Statutory Auditor''s qualification and remarks in their Auditors'' Report on Standalone Financial Statements is Annexed to this report as Annexure - 4.

Members attention is drawn toEmphasis of Matterstated in the one of the Joint Auditor''s Report ( H.S. Bhattacherjee & Co.), dated May 31, 2018 on the Standalone Financial Statements for the year ended 31st March, 2018. The Directors would like to state that the said matters are for the attention of Members and have been explained in detail in the relevant notes to accounts as stated therein and hence requires no separate explanation.

Consolidated Financial Statements

With respect to paragraph- ''Basis for qualified opinion clause (I) -(VI)'' of Independent Auditors'' Report on the Consolidated Financial Statements of M/s. S. R. Batliboi & Co., LLP, in respect of which the Auditors have qualified their report, we would like to inform that the matter has been explained in Note no. 39 (a), 36, 37, 39 (b), 39(c) and 39 (d) respectively, forming part of the Consolidated Financial Statements.

With respect to''paragraph no. 7- Basis for Qualified Opinion'' of Independent Auditors'' Report on the Consolidated Financial Statements of M/s. H.S.Bhattacharjee & Co., in respect of which the Auditors have qualified their report, we would like to inform that the matter has been explained in Note no. 37 forming part of the Consolidated Financial Statements.

All the qualifications on Consolidated Financial Results are similar to that of Standalone Financial Results and have been explained in detail in the foregoing paragraph and also Annexure-4, details of which is appearing under ''Standalone Financial Statements''

The Board is of the opinion that the matter being elucidated in detail above as appearing under''Standalone Financial Results'' and also at the aforementioned notes of the consolidated financial statements is self-explanatory and do not call for further explanation.

Secretarial Audit

Secretarial Audit for the FY 2017-18 was conducted by Mr. Deepak Kumar Khaitan, Practising Company Secretary in accordance with the provisions of Section 204 of the Act. The Secretarial Auditors'' Report is annexed herewith as Annexure - 5. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Record & Audit) Amendment Rules, 2014, as amended from time to time, your Company has appointed M/s Bandyopadhyaya Bhaumik & Co., Cost Accountants to conduct the audit of cost records of the Company for the financial year 2017-18.

As required under the Act, a resolution seeking members approval for ratification of remuneration of the Cost Auditors forms part of the notice convening the Annual General meeting.

Consolidated Financial Statement

Your Company has prepared Consolidated Financial Statements in accordance with Section 129 (3) of the Act and applicable accounting principles generally accepted in India including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. The Consolidated Statements reflect the results of the Company and that of its Subsidiaries, Joint Ventures and Associates. As required by Regulations 33 of the Listing Regulations with the Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors Report thereon are annexed and form part of this Annual Report.

The Consolidated Financial Statement comprises of the financial statements of the Company and those of its subsidiaries, Joint Ventures and its Associate Companies. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company including the consolidated financial statements and separate audited accounts in respect of its subsidiaries are available on the website of the Company www.simplexinfra.com. The financial statements of the Subsidiary Companies are kept open for inspection by the Shareholders at the Registered Office of the Company and a statement containing the salient features of the Company''s financial statement of the Company''s subsidiary/ associate/ joint ventures is attached as aforesaid.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 are provided in the Annexure - 6 to this Report.

Management Discussion and Analysis

Management Discussion and Analysis for the year under review, as stipulated under Regulation 34 of the Listing Regulations with the Stock Exchange(s) in India is presented in a separate section forming part of the Annual Report.

Corporate Governance Report

A separate report on ''Corporate Governance'' including a certificate from M/s. H. S. Bhattacharjee & Co., Chartered Accountants, Statutory Auditors of the Company confirming compliance of the Regulation 34 of the Listing Regulations is annexed hereto and forms a part of the report.

Capital Expenditure

During the year under review, the Company has made additions of Rs.1183 mns to its Fixed Assets consisting tangible assets of Rs1172 mns and intangible assets of Rs.11 mns

Prevention of Sexual Harassment of Women

The Company has formulated a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees .

During the financial year ended March 31, 2018, the Committee has not received any complaints pertaining to sexual harassment.

Acknowledgment

Your Directors would like to express their sincere appreciation for the co-operation and support received from the Financial Institutions, Banks, Customers, Vendors, Central and State Government Authorities, Regulatory Authorities, Stock Exchanges and the Company''s all valued stakeholders. Your Directors also take this opportunity to place on record their gratitude for the efforts and continuous hard work of all the employees and their contribution to the progress of the Company.

By Order of the Board

For Simplex Infrastructures Limited

Place: Kolkata S. Dutta A. N. Basu

Date: May 31, 2018 Whole-time Director & Whole-time Director

Chief Financial Officer DIN 05296613

DIN 00062827

स्रोत: रेलीगरे टेचनोवा

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