megasoft ltd Directors report


To The Members

Your Directors have pleasure to present their Report of your Company on the business and operations for the year ended 31 March 2023.

Financial Highlights

(Rs Rs in Lakhs)

Standalone Consolidated

Particulars

For the year ended 31 March 2023 For the year ended 31 March 2022 For the year ended 31 March 2023 For the year ended 31 March 2022
Revenues from operations 197.10 1410.80 197.10 5239.61
Expenditure 1966.72 3257.32 1967.25 7071.56
Finance cost 1089.62 205.81 1089.63 294.49
Depreciation 284.05 339.37 284.05 361.42
Operating profit/ (loss) (3143.30) (2391.70) (3143.83) (2487.86)

Profit before Exceptional items and Tax

1042.83 278.50 1042.38 182.34
Exceptional Items 105.01 341.87 94.91 341.87
Profit before tax 1147.84 620.37 1137.29 524.21
Less: Taxes 0.00 62.14 0.00 62.08
Profit after tax 1147.84 558.23 1137.29 462.13
Share of Profit /(Loss) of Associate 0.00 0.00 (254.36) 0.00
Profit/(Loss) for the period 1147.84 558.23 882.93 462.13

Other Comprehensive Income/ (Loss)

(2.67) (12.64) (2.67) (12.64)
Total Comprehensive Income 1145.17 545.59 880.26 449.49

Earnings per share (equity shares, par value Rs. 10 each)

Basic (Rs.) 1.56 0.89 1.20 0.74
Diluted (Rs.) 1.56 0.89 1.20 0.74

Overview

During the financial year ended 31 March 2023, your company recorded consolidated revenues of 197.10 lakhs as compared to 5239.61 lakhs for the financial year ended 31 March 2022. The consolidated profit was 880.26 lakhs during the current year as compared to 449.49. lakhs in the previous year.

Further, during the year under review there were changes in the nature of business of the company. The Company has altered its main objects from IT business to pharmaceuticals pursuant to resolution passed by the members of the Company on June 04,2022. Your Company has plans to diversify in other industries as well as per the latest MOA of the Company and work towards its success and growth in the coming years.

Transfer to Reserves in terms of Section 134(3) (j) of the Companies Act, 2013

For the financial year ended on 31st March 2023, the Company transferred 1147.84/- lakhs to Reserves & Surplus.

Dividend

As the Company is intending to ploughing back of profit, Board of Directors of the Company does not recommended the dividend.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

Share Capital

The paid-up equity share capital as on 31 March 2023 was 7377.00 lakhs comprising 7,37,70,041 equity shares of 10 each. During the year under review, the company has not issued shares with differential voting rights nor granted stock options or sweat equity shares or bonus shares. The Company has not bought back any of its securities during the year under review.

Directors and Key Managerial Personnel

The company has received declarations from all the independent directors of the company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

During the year under review, the following changes were effected in the composition of the Board of Directors of the Company:

Mr. Sunil Kumar Kalidindi has been regularized as a Whole-time Director (Executive & CEO) of the Company by members of the Company through postal ballot dated 04th June,2022 with effect from 10th December,2021

Mr. Krishna Yeachuri, has been appointed as an Additional Director of the Company with effect from 31st December,2022 and his appointment was regularised by the members of the Company as a Director (Professional, Non-Executive & Non-Independent) by way of postal ballot results dated 27th March,2023 with effect from even date.

Mr. Anil Kumar Sood, Director of the Company tendered his resignation with effect from 07th October,2022.

Mr. Suryanarayana Raju Nandyala has been regularized as a Director (Independent) of the Company by members of the Company in AGM held on 23rd September,2022 with effect from 23rd September,2022.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum of Association and Articles of Association of the Company, Mr. Sunil Kumar Kalidindi [DIN- 02344343] Director of your Company, retire by rotation at the ensuing AGM and eligible offers for reappointment.

Board Meetings

The Board of Directors met Nine (9) times during the financial year. Also, a separate meeting of Independent Directors as prescribed under Schedule IV of the Act, was held during the year under review. For details of the meetings of the Board and its Committees, please refer to the Corporate Governance Report forming part of this Report. The provisions of Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Secretarial Standard - 1 issued by The Institute of Company Secretaries of India were adhered to in respect of meeting of Board of Directors of the company.

Compliance with Secretarial Standards

During the year under review, the provisions of Secretarial Standard 1 (Board Meetings) and 2 (General Meetings) issued by the Institute of Company Secretaries of India (ICSI) were adhered to while conducting the respective Meetings.

Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is available on the website of the company and the terms of reference are given separately in the Corporate Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees. The manner in which the evaluation has been carried out has been detailed out in the Corporate Governance Report.

Performance Evaluation Criteria for Independent Directors

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a director, commitment, effective deployment of knowledge and expertise, integrity, experience (including the proficiency) and maintenance of confidentiality and Independence of behavior and judgment.

Directors Responsibility Statement

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

(i) in the preparation of the annual financial statements for the year ended 31 March 2023, the applicable accounting standards had been followed along with proper explanations relating to material departures;

(ii) 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 affairs of the company as at the end of the financial year and of the profit of the company for the year;

(iii) the Directors had taken proper and sufficient care 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;

(iv) the Directors had prepared the annual accounts on a "going concern basis";

(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) 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.

Significant Transactions

A. Divestment of 100% Equity stake/investment held in its wholly owned subsidiary company and divestment of Companys Software Product Division

The Board of Directors in its meeting held on 4th May,2022 had approved the Divestment of 100% Equity stake / investment held in its ultimately wholly owned subsidiary viz., Nelatop Systems Private Limited ("NSPL") for an aggregate consideration of INR 5.50 Cr and also approved Sale of its Indian software product division housed within the Company by way of slump sale for an aggregate consideration of INR 1 Cr subject to approval of members of the company. Accordingly members of the Company approved through postal ballot dated 04th June, 2022 and based on members approval Company divested its 100% Equity stake / investment held in its ultimately wholly owned subsidiary viz., Nelatop Systems Private Limited ("NSPL") and sold its Indian software product division housed within the Company by way of slump sale.

B. Investment in Extrovis AG

The Board of Directors in its meeting held on 04th May,2022 has also approved the acquisition of a 40% stake in Extrovis AG in one or more tranches. Accordingly, the Company has acquired 40% stake in four tranches for a consideration of USD 16,780,000.

C. Change in Promoter Company

Company had received a letter dated April 04, 2023 from Ramanagaram Enterprises Private Limited (REPL), informing that the Honble National Company Law Tribunal, Hyderabad Bench (NCLT) vide its order dated January 30, 2023 has approved the Scheme of Amalgamation between Sri Power Generation (India) Private Limited (SPGIPL) (Promoter of the Company prior to above Amalgamation), Solar Integration Systems India Private Limited and Nimbha Biotech Private Limited, (Transferor Companies) with Ramanagaram

Enterprises Private Limited (REPL) (Transferee Company) (Promoter of the Company after the Amalgamation). SPGIPL was holding 3,22,86,926 equity Shares of the Company (constituting 43.77% of Equity Share capital of the Company) which subsequent to the aforementioned amalgamation has ceased to exist and is no longer the promoter of the Company.

Pursuant to and in accordance with the aforementioned NCLT Order sanctioning the Scheme of Amalgamation all the investments held by SPGIPL in the Company shall be deemed to have been transferred to REPL, the transferee Company and accordingly the latter is the Promoter of the Company holding the aforementioned stake, which was originally held by SPGIPL. Accordingly, the Company has reported REPL as Promoter of the Company in the shareholding pattern as on 31.03.2023.

Outlook

A detailed discussion on the performance of the company, industry structure, threats, opportunities, risks, future outlook and strategy is given separately in the Managements Discussion and Analysis section, which forms a part of this annual report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules framed thereunder, your Directors furnish the required details below:

(a) Conservation of Energy: The Company continues to focus on continual improvement for optimum utilization of resources, minimise consumption of energy, water and natural resources.Your Company uses electric energy for all its equipments such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken to conserve energy: through periodic energy audits to identify potential areas for saving by incorporating energy-efficient equipment through automation i.e. using timers, automatic level controllers, etc.

The Company is committed to sustainable business practices by contributing to environment protection & considers energy conservation as one of the strong pillars of preserving natural resources.

(b) Research Mitigation : At the end of each year, management and the Board jointly develop a list of major risks that the company plans to prioritize in the next year. Key areas of Risk management for the year 2023-24 include market access risk, supply chain risk, revenue risk, protection of intellectual property and Foreign currency fluctuations.

(c) Foreign exchange earnings and outgo: The details of foreign exchange earnings and outgo are given in note no. 34 and 35 of the Notes forming part of the standalone financial statements of the company.

Particulars of Contracts or Arrangements made with Related Parties under section188

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the company at large.

All related party transactions are placed before the Audit/ Risk Compliance Committee as also the Board for approval.

The Board of Directors of the company has, on the recommendation of the Audit/Risk Compliance Committee, adopted a policy to regulate transactions between the company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules framed thereunder and Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. This Policy was considered and approved by the Board and has been uploaded on the website of the company.

The details of the Related Party Transactions on arms length basis has been provided in Annexure-1 appended hereto and forms part of this report.

Particulars of Loans, Investments & Guarantee

Details of Loans, Investments and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given in note no. 3, 4 and 32 of the Notes forming part of the standalone financial statements of the company.

Risk Management

Your Company has an elaborate Risk Management framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. Risks are prioritized according to significance and likelihood.

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.

Therefore, in accordance with Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Board members formally adopted steps for framing, implementing and monitoring the risk management policy for the company.

A disciplined approach to risk is important in a diversified organization like ours in order to ensure that we are executing according to our strategic objectives and that we only accept risk for which we are adequately compensated. We evaluate risk at the individual transaction level, and evaluate aggregated risk at the customer, industry, geographic and collateral-type levels, where appropriate.

The main objective of Your Companys risk management policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The risk governance structure is led by the Audit/Risk Compliance Committee, chaired by Mr. Kalyan Vijay Sivalenka .

Internal Control Systems and Their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit/Risk Compliance Committee of the Board.

The Internal Audit monitors and evaluates the efficacy and adequacy of internal control system in the company, its compliance with operating systems, accounting procedures and policies at all locations of the company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit/Risk Compliance Committee of the Board. The details on Internal Control Systems and their adequacy are provided in the Managements Discussion and Analysis which forms part of this Report.

Internal financial control with reference to the financial statements

The Company has in place adequate internal financial controls with reference to financial statements. During the year no material weakness in the design or operation was observed.

Vigil Mechanism / Whistle Blower Policy

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of the highest standards of professionalism, honesty, integrity and ethical behavior, the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of the company which can be accessed at http://www.megasoft.com/corporate-governance.html.

Enhancing Shareholder Value

Your Company believes that its shareholders are among its most important stakeholders. Accordingly, your companys operations are committed to achieving high levels of operating performance and cost competitiveness, building for growth and nurturing overall corporate reputation. Enhancing Shareholder Value is the common thread that runs through everything we do as a company from innovating new products and broadening our existing portfolio, to successful restructuring efforts and improving our working capital.

Throughout our history, delivering value to our shareholders has been and will continue to be uppermost in our minds as we manage our business. However, in the last few years, due to declining revenues and performance, the company has been unable to declare dividends. Your companys corporate actions are primarily aimed to create value for all its stakeholders. In addition, your company is committed to keep in mind the socio-economic and environmental dimensions and contribute to sustainable growth and development.

Corporate Social Responsibility

The provisions for corporate social responsibility ("CSR") under the Companies Act, 2013, are not applicable to the company for the current financial year. However, your company has been,over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the company itself in an environment of partnership for inclusive development.

Corporate Governance

A report on Corporate Governance including the relevant Auditors Certificate regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) and Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is annexed. Managements Discussion and Analysis is also annexed.

Subsidiaries, Associates and Joint Venture Companies

The Company has one wholly owned subsidiary company i.e., Velapan Systems Private Limited. The Company has one Associate Company i.e., Extrovis AG, Switzerland.

Nelatop Systems Private Limited (NSPL) was incorporated as a wholly owned subsidiary of the Company on March 14, 2022. The Company during the year under review, based on members approval through postal ballot dated 04th June, 2022, the Company divested its 100% Equity stake / investment held in its ultimate wholly owned subsidiary viz., Nelatop Systems Private Limited ("NSPL") for an aggregate consideration of INR 5.50 Cr and Company has sold its Indian software product division housed within the Company by way of slump sale for an aggregate consideration of INR 1 Cr.

During the year, Company invested in Extrovis AG as its Associate Company. Total investment of Rs.135,35,66,600/- have been made for 40% of shareholding in Extrovis AG.

Performance and Financial Position of each of the Subsidiaries, Associates and Joint Venture Companies included in the Consolidated Financial Statement

The Consolidated Financial Statements relate to the Companys subsidiary Velapan Systems Private Limited. The Financial Statements of the Subsidiaries covered in the Consolidation process are drawn upto the same reporting date as that of the Company i.e., 31st March, 2023. The Financial Statements of the Company and its Subsidiaries have been combined on a line-by-line basis by adding together like-items of assets, liabilities, income and expenses, after eliminating intra-group balances, intra-group transactions and resulting unrealized profits or losses, unless cost cannot be recovered. The statement pursuant to Section 129 of the Companies Act, 2013 in respect of subsidiaries and associates is attached as Annexure-2.

Deposits

The Company has neither raised nor renewed any Deposits as on March 31, 2023 or received any other monies construed to attract the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

Annual Return

The Annual Return pursuant to the provisions of Section 92(3) of Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 can be accessed at http://www.megasoft.com/annual-return.html

Auditors Report

Except as specified and explained below, there are no other qualifications, reservations, or adverse remarks or disclaimers in the Auditors Report. Observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

Auditors

Statutory Auditors

Members at its 22nd Annual General Meeting held on September 23, 2022 Appointed M/s. N. C. Rajagopal & Co., [Firm Registration No.003398S], Chartered Accountants to hold office as auditors of the company till the conclusion of the 27th Annual General Meeting to be held in the year 2027.

Further, M/s. N.C. Rajagopal & Co. Chartered Accountants (Firm Registration No. 003398S) have confirmed that they hold a valid certificate issued by the Peer review Board of the Institute of Chartered Accountants of India (ICAI) as required under the SEBI(Listing Obligations Disclosure Requirements), 2015.

The Statutory Auditors have confirmed that they satisfy the independence criteria required under Companies Act, 2013 Code of Ethics issued by Institute of Chartered Accountants of India.

Internal Auditor

Mr. R Balasubramanian (FCA-220677), Chartered Accountants, performed the duties of Internal Auditors of the Company for FY 2023-23 and their reports are reviewed by the audit committee from time to time. R. Balasubramanian has tendered his resignation of the Company and Board has appointed Mr. Vijay Parthasarathy of M/s. Vijay R & Co.as internal auditor of the company for FY 2023-24.

Secretarial Auditor

Pursuant to the provisions of Sections 204 of the Companies Act, 2013 and the rules framed thereunder, the company has appointed M/s. M Damodaran & Associates LLP, (COP-5081/FCS-5837), to undertake the Secretarial Audit of the company. The Secretarial Auditors

Report, in the prescribed format, for the year ended 31 March 2023 is annexed to this Directors Report and forms part of the Annual Report (Annexure-3).

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

During the year under review, the Statutory Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013 and rules made thereunder.

Details of Significant & material orders passed by the Regulators or Courts or Tribunal impacting the going concern status and companys operations in future

During the financial year under review, the GST authorities issued summons regarding non-payment/evasion of GST/ Contravention of the Provisions of CGST Act,2017. The officials of the Company have been acted in accordance with law and have attended the summons sent by the GST department, submitted all documents, and cooperated with the agency. The Company filed a writ petition in the Honble High Court of Telangana challenging the notification and basis of demand by the GST department. The Company has been regularly filing disclosure with exchange in this matter.

Material changes from end of financial year to date of this report

Company has received letter dated April 04, 2023 from Ramanagaram Enterprises Private Limited (REPL), informing that the Honble National Company Law Tribunal, Hyderabad Bench (NCLT) vide its order dated January 30, 2023 has approved the Scheme of Amalgamation between Sri Power Generation (India) Private Limited (SPGIPL) (Promoter of the Company prior to above Amalgamation), Solar Integration Systems India Private Limited and Nimbha Biotech Private Limited, (Transferor Companies) with Ramanagaram

Enterprises Private Limited (REPL) (Transferee Company) (Promoter of the Company after the Amalgamation). SPGIPL was holding 3,22,86,926 equity Shares of the Company (constituting 43.77% of Equity Share capital of the Company) which subsequent to the aforementioned amalgamation has ceased to exist and is no longer the promoter of the Company.

Pursuant to and in accordance with the aforementioned NCLT Order sanctioning the Scheme of Amalgamation all the investments held by SPGIPL in the Company shall be deemed to have been transferred to REPL, the transferee Company and accordingly the latter is the Promoter of the Company holding the aforementioned stake, which was originally held by SPGIPL. Accordingly, the Company has reported REPL as Promoter of the Company in the shareholding pattern as on 31.03.2023.

However, the above change in Promoters is not likely to have any significant financial impact on the Company.

Except as disclosed elsewhere in this report, there have been no other material changes and commitments, which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

Human Resources Development

Your Company recognises the important of human resources and has created a performance driven environment where innovation is encouraged, performance is recognised and employees are motivated to realise their potential. People are the key assets for any organization. Your company has a robust Human Resource system and well-structured policies for the holistic development of this asset. The company believes in having cordial relationships with employees and it strives to provide them with a professionally rewarding and enriching work environment. The company possesses an effective performance management system that focuses on employee development, measuring key result areas, competencies and training needs.

Your Company provides necessary induction, training and proper guidance to meet the operational needs of the organization from time to time.

Apart from the Medical Insurance and Life Insurance for the benefit of the employees and their families, the company organizes health awareness program and webinar for the wellbeing of the employee. On several cultural occasions your company conducts team building activities and events to build team spirit and keep the employees motivated. Your company has career progression policy for employee growth. Your Company strongly believes that happy and a satisfied employee will lead the Company to success.

Particulars of Employees

There are no employees falling within the provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Employee Stock Option Scheme

The company has not issued any employee stock option during the year under review.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy. During the year under review the ICC has not received any complaints.

Corporate Social Responsibility

During the year under review, the Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year.

During the financial year, no application was made by or against the Company or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

Disclosure about the difference between the amount of the valuation executed at the time of one time settlement and the valuation done while availing loan from the Banks or Financial Institutions along with the reasons thereof.

During the year ended under the review no such settlements and valuation were undertaken while availing loan from the Banks or Financial Institutions.

Listing with Stock Exchanges

Your companys equity shares are listed on BSE [532408] and NSE [MEGASOFT]. Necessary stock exchange regulations are complied with from time to time.

Acknowledgments

Your directors place on record their appreciation of the customers, bankers, Government of India and of other countries, Government of Telangana, Government of Tamil Nadu, Registrar and Share Transfer Agent, vendors and technology partners for the support extended. Your directors also wish to place on record their appreciation of the contribution made by employees at all levels without whom the growth of the company is unattainable. Your directors seek and look forward to the same support during future years of growth.

For and on behalf of Board of Directors of Megasoft Limited

Sunil Kumar Kalidindi

Kalyan Vijay Sivalenka

Place: Hyderabad Executive Director & CEO Director
Date: 30th May 2023 DIN: 02344343 DIN: 06404449