a) Terms/rights attached to equity shares
The company has only one class of shares referred to as equity shares having a par value of Rs 10 each. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend. In the event of liquidation of the company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amount exist currently. The distribution will be in proportion to the number of the equity shares held by the shareholders.
In the meeting held on January 15, 2024, the Board of Directors had recommended the issue of Bonus Shares in the ratio of 1 (one) Bonus equity share of Rs.10 each fully paid-up for every 1 (one) existing equity share of Rs.10 each fully paid-up (in the ratio of 1:1). As per recommendation of Board, the shareholders of the Company approved the issue of Bonus Shares vide its resolution dated February 16, 2024 passed through Postal Ballot process. Accordingly, the Bonus Shares Committee of the Board allotted 1,31,59,830 Equity shares of Rs.10 each fully paid-up on February 29, 2024. Post allotment of Bonus shares, the equity capital of the Company stands at 2,63,19,660 Equity shares of Rs. 10 each
1) General Reserve - General reserve is created from time to time by way of transfer profits from retained earnings for
appropriation purposes. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income._
2) Securities premium account is used to record the premium on issue of equity shares. Utilization of this reserve is governed by the provisions of the Companies Act 2013 and accordingly has been used in last year i.e. FY 2023-24 for issuing bonus shares.
a) From Citibank NA The limit is secured against First Pari Passu Charge on all present and future receivables, stocks/ Inventories with HDFC Bank Cash Credit Loan and including equitable mortgage charge on first pari passu basis on Land and Building situated at 32nd Milestone, GT Road, Kundli,Haryana and 219/2B,Thally Road Hosur,Tamilnadu with HDFC Bank.
b) From HDFC BANK :- . The limit is secured against First Pari Passu Charge on all present and future receivables, stocks/ Inventories with Citibank Cash Credit Loan, and including equitable mortgage charge on first pari passu basis on Land and Building situated at 32nd Milestone, GT Road, Kundli,Haryana and 219/2B,Thally Road Hosur,Tamilnadu with Citibank
Considering the company has been extended credit period upto 45 days by its vendors and payments being released on a timely basis, there is no liability towards interest on delayed payments under “The Micro, Small and Medium Enterprises Development Act 2006" during the year.
There is also no amount of outstanding interest in this regard, brought forward from previous years. The above information is on basis of intimations received, from the vendors who have communicated their status with regards to vendors registration under the said Act on requests made by the company,
A fire incident occurred on January 25, 2018 at one block of unit-5, situated at Hosur Tamil Nadu. The claim was short assessed by the insurer amounting to Rs 314.00 lakhs due to application of the under-insurance clause. The Company preferred a writ against the short assessment with the Hon'ble High Court of Delhi. Hon'ble retired Supreme Court Judge was appointed as a sole arbitrator by the court vide order dated November 9,2022. The Arbitration proceeding were concluded vide order dated November 30,2024 wherein the claim of Rs 306.08 Lakhs, was accepted along with interest/ other expenses of Rs 68.87 Lakhs totalling to Rs 374.95 Lakhs.
(Amount Rs in Lakhs)
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32 Contingent Liabilities
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AS AT 31.03.2025
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AS AT 31.03.2024
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(A) Claims against the Company/disputed liabilities not acknowledged as debts (See Note-1)
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(i) Custom Duty
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(a) Import Duty Demand towards imported capital goods which were sold to the customer in relation to nil import duty being paid at the time of import of said capital goods in FY 2007-08 as a 100% EOU unit for which the company has filed an appeal with CESTAT Chennai (Net of deposit)
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-
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43.40
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(b) Import Duty Demand towards short payment of import duty on raw material imported in FY 2020-21 for which the company has filed an appeal with Commissioner of Customs Appeals, Chennai (Net of deposit)
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-
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3.23
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(ii) Sales Tax
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(a) Sales Tax Demand for FY 2014-15 on Central Sales Tax Reversal under Section 19(2)(v) of the TNVAT Act, 2006 for which company has filed appeal with High Court, Chennai
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150.07
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150.07
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(b) Sales Tax Demand for FY 2010-11 for which company has filed appeal with High Court of Punjab & Haryana (net of deposit)
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-
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20.00
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(iii) CGST Act
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(a) Demand for excess input tax credit availed and other issues for Rai unit for FY 2019-20, for which The Company has filed Appeal with Commissioner Appeal, Panchkula (net of deposit)
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119.92
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-
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(b) Demand for excess input tax credit availed for Kanpur depo for FY 2020-21, for which The Company has filled appeal with Commissioner Appeal Kanpur on dated 3rd May, 2025.
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0.78
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-
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270.77
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216.70
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(iv) Income Tax
A demand of Rs. 617.71 Lakhs for A.Y. 2011-12 was raised by Income Tax Department. However, the matter has been decided in favour of the company by the CIT( Appeal). The issue has been challenged in ITAT, New Delhi by the Income
Tax Department and is pending adjudication. Accordingly, no demand is outstanding as on reporting date._
Note:-1- Based on the advice taken by the company, the company believes that it has good case in respect of all the items
(C) The Hon'ble Supreme Court of India, through a ruling in February 2019, provided interpretation on the components of Salary on which the Company and its employees are to contribute towards Provident Fund under the Employee's Provident Fund Act. There are numerous interpretative issues relating to the Supreme Court (SC) judgement. Based on the current evaluation, the Company believes it is not probable that certain components of Salary paid by the Company will be subject to contribution towards Provident Fund pursuant to the Supreme Court order. The Company will continue to monitor and evaluate its position based on future events and developments.
The Company has identified two reportable business segments viz. Automotive and Others segment comprising LED
Luminaries on the basis of the nature of products, the risk and return profile of individual business and the internal business
reporting systems. The products included in each of the reported business segments are as follows:-_
(i) Automotive comprising of automotive lighting & signalling equipment, rear view mirror, prismatic mirror, plastic moulded _parts, sheet metal components, bank angle sensor and canisters for motorised vehicles and others parts for automotive.
(ii) Others Segment comprising of led luminaries viz. indoor and outdoor lighting, display panel, LED integrated passenger
_information system etc._
(iii) Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and expenses which relates to enterprise as a whole and not allocable to a segment on reasonable
_basis have been disclosed as "unallocated"_
(iv) Segment assets and segment liabilities represent assets and liabilities in respective segments. Income tax related assets/ liabilities, borrowings, deferred tax liabilities (net) and other assets and liabilities that can not be allocated to a segment on reasonable basis have been disclosed as "Unallocated".
(a) Gratuity
The Company has defined benefit gratuity plan for its employees, which requires contributions to be made to a separately administered fund. It is governed by the Payment of Gratuity Act, 1972. Under the Act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member's length of service and salary at retirement age. The scheme is funded with HDFC Life Insurance Company Limited in the form of qualifying _insurance policy.___
(b) Earned Leave
The Present value obligation of Leave Encashment is determined based on actuarial valuation using projected unit credit _method._
(a) The discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for
_the estimated terms of the obligations._
(b) Salary escalation rate: The estimates of future salary increases considered taking into the account the inflation, seniority,
_promotion and other relevant factors._
(c) Expected return on assets is expected return on plan assets over the accounting period, based on an assumed rete of
_return._
(d) Attrition rate is employee turnover rate based on the Company's past and expected employee turnover.
(e) Disclosure related to indication of effect of the defined benefit plan on the entity's future cash flows:
The management assessed that the fair values of short term financial assets and liabilities significantly approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction among willing parties, other than in a forced or liquidation sale.
The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available. In addition, the Company internally reviews valuation, including independent price validation for certain instruments.
Fair value of financial assets and liabilities is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique.
The following methods and assumptions was used to estimate fair value:
Fair value of short term financial assets and liabilities significantly approximate their carrying amounts largely due to the short term maturities of these instruments.
45 Financial Instruments and Risk Review Financial Risk Management Framework
The Company's financial liabilities comprise mainly of trade payables and other payable. The Company's financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other receivables.
The Company is exposed to Market risk, Credit risk and Liquidity risk. The Company oversees the management of these financial risks. The Company's approach to address uncertainties in its endeavor to achieve its stated and implicit objectives. It prescribes the roles and responsibilities of the Company's management, the structure for managing risks and the framework for risk management. The framework seeks to identify, assess and mitigate financial risks in order to minimize potential adverse effects on the Company's financial performance.
i) Capital Management
The Company's capital management objectives are:
The Company is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.
The Company manages capital risk by maintaining sound/optimal capital structure through monitoring of financial ratios, such as debt-to-equity ratio and net borrowings-to-equity ratio and implements capital structure improvement plan when necessary.
The Company uses debt ratio as a capital management index and calculates the ratio as Net debt divided by total equity. Net debt and total equity are based on the amounts stated in the financial statements.
ii) Credit Risk
Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as trade receivables, other balances with banks, loans and other receivables.
In assessing, recoverability of receivables, the management has considered the asset type, past due status and other relevant factors considering the age of receivables. The provision for expected credit losses (ECL) are revised at each reporting date by the use of practical expedients viz provision matrix.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was Rs. 24,240.90 Lakhs (net of write-off/provisions) (Previous Year Rs. 19,379.07 Lakhs) respectively, being the total of the carrying amount of balances with trade receivables. An amount of Rs. 31.83 lakhs (previous year Rs. 15.64 lakhs) has been written-off during the year after re-assessing long outstandings and obtaining objective evidences on the impairment of the trade receivables.
Ind AS requires expected credit losses to be measured through a loss allowance. The Company assesses at each date of financial statement whether a financial asset or a group of financial assets is impaired. The Company recognises lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to the 12 months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.
The Company's primary customers are major automobile manufacturers (OEMs) with good credit ratings. Company's exposure to customers is diversified and some customers contribute more than 10% of outstanding accounts receivable which forms 65% of total receivables as at 31 March, 2025 (62% as at 31 March, 2024), however there was no default on account of those customers in the past.
The Company performs credit assessment for customers on an annual basis and recognizes credit risk, on the basis lifetime expected losses and where receivables are due for more than six months.
iii) Liquidity Risk a) Liquidity risk management
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company's principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has no outstanding borrowings as at 31/03/2025. The Company believes that the working capital is sufficient to meet its current requirements. As at March 31, 2025, the Company had a working capital of Rs. 48,902.65 Lakhs including cash and cash equivalents of Rs.29,578.61 Lakhs. As at March 31, 2024, the Company had a working capital of Rs. 41,094.96 lakhs including cash and cash equivalents of Rs. 20,381.03 Lakhs.
Maturities of financial liabilities
The following tables detail the Company's remaining contractual maturity for its financial liabilities with agreed repayment periods. The amount disclosed in the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal
iv) Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company's exposure to market risk is primarily on account of foreign currency exchange rate risk. a) Foreign Currency exchange rate risk
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the respective entities. Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in US Dollar, Euro, and Japanese Yen against the respective functional currencies of the Company.
The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. The information on foreign currency exposures that are not hedged by derivative instruments is as follows.
Foreign Currency Sensitivity
The following table demonstrates the sensitivity to a reasonable possible change in USD, EURO and JPY exchange rates, with all other variables held constant, the impact on the Company's profit before tax due to changes in the fair value of monetary assets and liabilities. The Company's exposure to foreign currency changes for all other currencies is not material. The sensitivity analysis is prepared on the net unhedged exposure of the Company as at the reporting date. 10% represents company's assessment of reasonably possible change in foreign exchange rate.
b) Interest rate risk_
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's cash credit/working capital loans. The Company has no long term/short term outstanding borrowings as at 31 March, 2025. The Company investments are primarily in interest rate bearing investments like short term deposits with banks. Hence, the Company is significantly exposed to interest rate risk.
47 Corporate Social Responsibility (CSR) Expenditure
As required by section 135 of the Companies Act, 2013, CSR committee has been formed by the company. The company has formed Fiem Foundation Trust as on dated 2nd March, 2015 with an object to undertake CSR projects, programs and activities in India as listed under Schedule VII of the Act. The company has no outstanding commitment as at March 31, 2025 towards corporate social responsibility projects. The break-up of expenditure/contribution towards under corporate social responsibility as under-
49 Disclosure required by Ind AS 115
(i) Revenue from contracts with customers is disaggregated by major products and service lines and is disclosed in Note no. 21 to the standalone financial statements. Further, the revenue is disclosed in the said note is net of Rs. 1282.04 lakhs (previous year Rs. 1001.99 lakhs) representing discount to customers. The following table provides further information as required by Ind AS 115.
50 Additional Regulatory Disclosures As Per Schedule iii Of Companies Act, 2013
(i) Title Deed of the Immovable Properties
The title deeds of the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company, except a piece of land (area approx. 1913 sqm) adjacent to unit-9 at Karsanpura, Gujarat, purchased for Rs. 18.23 Lakhs from other company. The seller company require permission from the state government for registration of sale deed, which is already applied by seller company. However, the permission could not be obtained during the year under reporting. The Company is regularly following-up with the seller company for getting the registration.
(ii) Investment Property
The Company does not have any investment property.
(iii) Revaluation of Property Plant and Equipment & Intangible Assets
As per the Company's accounting policy, Property, Plant and Equipment (including Right of Use Assets) and intangible assets are carried at historical cost (less accumulated depreciation & impairment, if any), hence the revaluation related disclosures required as per Additional Regulatory Information of Schedule III (revised) to the Companies Act, is not applicable.
(iv) Disclosure on Loan Given to Specified Persons (Promotors, Directors, KMPs and their Related Parties)
The Company has not given loan to Specified Persons (Promotors, Directors, KMPs and their Related Parties) during the year.
(v) Detail of Benami Property held.
No proceedings have been initiated or pending against the Company for holding any Benami property under the Benami _Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder._
(vi) Borrowings obtained on the basis of Current Assets
There are no drawn borrowings from banks. However, the Company has sanctioned facilities from banks on the basis of security of current assets (trade receivables and inventory). The periodic returns filed by the Company with such banks are _in agreement with the books of accounts of the Company._
(vii) Disclosure Related to Wilful Defaulter against Borrowings
The Company has adhered to debt repayment and interest service obligations on time. Wilful defaulter related disclosures _required as per Additional Regulatory Information of Schedule III (revised) to the Companies Act, is not applicable._
(viii) Disclosure of Transactions with Struck Off Companies
There are no transactions with the Companies whose name are struck off under Section 248 of The Companies Act, 2013 _or Section 560 of the Companies Act, 1956 during the year ended March 31, 2025._
(ix) Disclosure of Registration of Charges or Satisfaction with ROC
All applicable cases where registration of charges or satisfaction is required to be filed with Registrar of Companies have _been filed. No registration or satisfaction is pending at the year ended March 31, 2025._
(x) Compliance with Number of Layers of Companies
The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Companies Act, _2013 read with Companies (Restriction on number of Layers) Rules, 2017._
(xi) Compliance with Approved Scheme's of Arrangement
No scheme of arrangement has been approved by the competent authority in terms of Section 230 to 237 of the _Companies Act, 2013._
(xii) Utilisation of Borrowed Fund and Share Premium
The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) (b) provide any _guarantee, security or the like to or on behalf of the ultimate beneficiary_
(xiii) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate
_Beneficiaries) (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries_
(xiv) Details of Crypto Currency or Virtual Currency
The Company has not operated in any crypto currency or Virtual Currency transactions.
(xv) Disclosure in relation to Undisclosed Income
During the year, the Company has not disclosed or surrendered, any income other than the income recognised in the books of accounts in the tax assessments under Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). Accordingly there are no transaction which are not recorded in the books of _accounts._
51 Dues to Micro, Small and Medium Enterprises
The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the 'Micro, Small and Medium Enterprises Development Act, 2006' ('the Act'). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2025 and as at March 31, 2024 has been made in the financial statements based on information received and available with the Company. The Company has not received any claim for interest from any supplier as at the balance sheet date.
(b) Proposed Dividend
The Board of Directors in their meeting held on May 30,2025, have recommended a Final dividend of Rs 30 per share i.e. @ 300% of Nominal Value of Rs 10 each on 2,63,19,660 equity share of the company for F.Y. 2024-25 amounting to Rs 7895.90 lakhs (Previous year Rs 20 per share on 2,63,19,660 equity shares amounting to Rs 5263.93 Lakhs). The final dividend is subject to the approval of shareholders in the ensuing Annual General Meeting (AGM) of the Company and hence is not recognised as a liability.
54 Fire Incident
Part of one building of Unit-7 situated at Plot No. 1915, Phase -V, Rai Industrial Estate, Sonipat-131029 (Haryana) caught fire in June, 2023. The carrying value of inventories of Rs 2583.74 Lakhs (including GST reversals) and carrying value of property plant and equipment of Rs 2552.72 Lakhs (including GST reversal) was written off in the statement of profit and loss. The company has a valid insurance policy which adequately covers the losses for the inventories and reinstatement value of property plant and equipment. The recoverable amount pertaining to the loss of the inventory as stated above and loss to the extent of carrying amount of the property plant and equipment have been shown as receivable. The loss is under evaluation by the Insurance company and the outcome of the claim is subject to final assessment in due course of time. During the year, the Company has received interim /ad-hoc payments of Rs 5000 Lakhs from the insurer as detailed below :-
1) Rs.2000 Lakhs received on February 21, 2025.
2) Rs 3000 Lakhs received on September 10, 2024
The final entries would be recorded in the books of accounts on the finalization of the claim by the insurer.
55 The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits received Presidential assent in September, 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come in to the effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
56 Audit Trail
The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled at the database level insofar as it relates to accounting software and the audit trail feature is also not enabled for certain changes made using privileged/ administrative access rights to the applications.
57 Previous year's figures have been regrouped/reclassified wherever necessary. The figures are rounded off to nearest rupees in lakhs unless otherwise stated.
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