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To The Members,
Your Directors are pleased to present the 17th (Seventeenth) Annual Report on the business and operations of Monnet Project Developers Limited ("the Company") together with the Audited Financial Statements for the year ended March 31, 2019.
1. FINANCIAL SUMMARY
A summary of the Companys Financial Results for the Financial Year 2018-19, is as under:
|Particulars||(Rs in lakhs)|
|March 31, 2019||March 31, 2018||March 31, 2019||March 31, 2018|
|Profit before tax (after Exceptional Item)||(217.97)||25.77||(200.27)||57.18|
|Tax Expenses (Including Deferred Tax)||(0.09)||4.84||(0.09)||10.84|
|Minority Interest and Share in Profit of Associates|
|Profit after Tax||(217.88)||20.94||(200.18)||46.35|
The Company has adopted Indian Accounting Standard (referred to as IND AS) with effect from April 1, 2017 and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principals stated therein, prescribed under Section 133 of the Companies Act ("Act") read with the relevant Rules framed thereunder and the other accounting principles generally accepted in India.
2. STATEMENT OF COMPANYS AFFAIR, FUTURE OUTLOOK, MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY
During the year under review, your companys gross revenue stood at Rs. 2.08 Lakhs as compared to Rs. 274.53 Lakhs in the previous year. The profit/ (loss) before tax (PBT) stands at Rs. (217.97) Lakhs as against Rs. 25.77 Lakhs in the previous year and profit/ (loss) after tax (PAT) was Rs. (217.88) Lakhs as against Rs. 20.94 Lakhs in the previous financial year.
During the year under review, your companys consolidated gross revenue stood at Rs. 19.78 Lakhs as compared to Previous Year Rs. 305.94 Lakhs. Further, for the financial year ended March 31, 2019, the consolidated profit/(loss) before tax (PBT) stands at Rs. (200.27) Lakhs as against Rs. 57.18 Lakhs in the previous year and profit/ (loss) after tax (PAT) was Rs. (200.18) Lakhs as against Rs. 46.35 Lakhs in the previous financial year.
The performance and the financial position of the associate company is included in the Consolidated financial statement of the Company.
3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT
In terms of Section 134(3) (I) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statement relates and the date of this Report.
4. DIVIDEND AND RESERVES
In view of the financial performance and losses during the year under review, the Board of Directors has not recommended any dividend for the financial year under review. As the Company has incurred losses during the year, no amount has been transferred to Reserves.
5. PUBLIC DEPOSITS
Your Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rule 2014 during the year and any amendment thereto.
There is no unclaimed or unpaid deposit lying with the Company.
The Companys Authorized Share Capital during the financial year ended March 31, 2019 remained at Rs. 225,000,000/- (Rupees Twenty Two Crores Fifty Lakhs Only) consisting of 2,25,00,000 (Two Crore Twenty Five Lakh) equity shares of Rs. 10/- (Rupees Ten Only) each.
The Companys Issued, Subscribed and Paid-up share capital remained at Rs. 74,125,240/- (Rupees Seven Crores Forty One Lakhs Twenty Five Thousand Two Hundred and Forty Only), divided into 7,412,524 (Seventy Four Lakhs Twelve Thousand Five Hundred and Twenty Four) equity shares of Rs. 10/- (Rupees Ten Only) each.
For further information, please refer Note No. 11 to the Standalone Financial Statements of the Company for the FY 2018-19.
7. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
The Consolidated Financial Statements of the Company including the financial information of its Associate Company are prepared in accordance with the relevant Indian Accounting Standards and forms an integral part of this Report.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rule, 2014, a statement containing salient features of the financial statements of Associate Company is given in Form AOC-1 and forms an integral part of this report as Annexure-1.
For further information, please refer Note No. 11 to the Standalone Financial Statements of the Company for the FY 2018-19.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Braham Dutt Bhardwaj (DIN: 01779434), Whole Time Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Mr. Braham Dutt Bhardwaj has been given in the Notice convening the 17th Annual General meeting.
During the period under review, Mr. Jagdamba Prasad Lath (DIN: 00380076), resigned from the Directorship w.e.f. March 30, 2019. Further Mr. Bishwa Nath Chatterjee was appointed as Non- Executive Non Independent Director of the company w.e.f. May 30, 2019. Further Mr. Vinod Shankar was appointed as Independent Director w.e.f. August 13, 2019.
Mr. Braham Dutt Bhardwaj (DIN: 01779434) was appointed as the Whole-time Director by the Members of the Company on September 30, 2015 (13th Annual General Meeting) for the period of 5 years. The Board of Directors in the same resolution were authorized by the members to alter and vary the terms and conditions of his appointment/ or re-appointment, subject to the same not exceeding the limit specified under Section 197 of the Companies Act, 2013. Due to the resignation of nonexecutive rotational directors of the company, the Board of Directors in their meeting held on 13th August, 2018, decided to vary the terms of appointment of Mr. Braham Dutt Bhardwaj, Executive Director by changing it to rotational director which was further approved by the shareholders in the 16th AGM held on 28th September, 2018.
Key Managerial Personnel
During the year under review pursuant to the provisions of Section 2(51) & 203 of the Companies Act, 2013, the following changes took place in the Key Managerial Personnel (KMP) of the Company:-
a) There is no change in the position of Whole Time Director, Mr. Braham Dutt Bhardwaj continues to hold the position of Whole Time Director.
b) Mr. Mohd Arshad, relinquish his position as Chief Financial Officer of the Company w.e.f. May 28, 2018. Further, Mr. Subhash Kumar Singh was appointed as Chief Financial Officer of the Company w.e.f. May 28, 2018.
c) Ms. Tanya, relinquish her position as Company Secretary and Compliance Officer of the Company w.e.f. February 19, 2019. Further, Mr. Rohit Babbar was appointed as Company Secretary and Compliance Officer of the Company w.e.f. April 22, 2019.
9. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declarations from all Independent Directors who are the part of the Board confirming that they meet the eligible criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015. Thereafter, between the end of the financial year and date of approval of Directors Report for the financial year ended March 31, 2019, Mr. Rajiv Poddar has resigned from the company w.e.f. 29.07.2019 and Mr. Vinod Shankar has been appointed as Independent Director for complying the provisions w.e.f. 13.08.2019.
10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year 4 (four) Board Meetings were convened and held, the details of the number of meetings of the Board held during the Financial Year 2018-19 forms part of the Corporate Governance Report. The Company has complied with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
11. COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Executive Committee
The details of the Committees along with their composition, number of meetings, terms of reference and attendance of members at the meetings are provided in the Corporate Governance Report which forms part of this Annual Report.
12. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards functioning, composition of the Board and its Committee, culture, execution and performance of specific duties, obligations and governance.
The performance evaluation of Independent Directors by the entire Board of Directors, excluding the Directors being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Directors. The Board of Directors expressed their satisfaction with the evaluation process.
The manner in which the evaluation of the Board, its Committees and Individual Directors has been carried out is explained in the Corporate Governance Report which forms part of this Annual Report.
13. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year ended March 31, 2019 were on an arms length basis. Further, there have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives. All related party transactions are mentioned in the notes to the accounts.
The Board of Directors in their meeting held on August 13, 2018, pursuant to the provisions of section 188 and 177 of the Companies Act, 2013 & the rules made there under and the Articles of Association of the Company, read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, appointed Mr. Braham Dutt Bhardwaj, Whole Time Director as a Consultant in the Company w.e.f. November 01, 2018 for a period of one year upto October 31, 2019. In this regard, disclosure in Form AOC-2 in terms of Section 134(3) (h) read with Section 188(2) of the Companies Act, 2013 forms a part of the report as Annexure-2.
The "Policy on Materiality of Related Party Transactions and also on dealing with Related Party transactions" as approved and amended by the Board of Directors has been uploaded on the website of the Company viz: http://www.monnetgroup.com/MPDL-code-policy.php
None of the Directors except Mr. Braham Dutt Bhardwaj has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.
i) Statutory Auditor
Pursuant to the provisions of Section 139 of the Act and Rules framed thereunder, at the Annual General Meeting ("AGM") held on September 28, 2017, M/s APAS & Co., Chartered Accountants (Registration No.000340C) were appointed as the Statutory Auditors of the Company to hold such office from conclusion of 15th Annual General Meeting until conclusion of 20th Annual General Meeting, subject to ratification of the appointment by the members at every AGM held after this AGM to conduct audit.
Pursuant to Section 40 of the Companies (Amendment) Act, 2017 notified by the Ministry of Corporate Affairs on May 7, 2018, the requirement for ratification of the appointment of Statutory Auditors by the members at every Annual General Meeting has been done away with. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors. However, M/s APAS & Co. Chartered Accountants, has confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of accounts of the Company for the Financial Year ending March 31, 2020 and accordingly M/s APAS & Co. Chartered Accountants will continue to be the Statutory Auditors of the Company for Financial Year ending March 31, 2020.
The Notes on the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualifications, reservation, adverse remark or disclaimer.
ii) Secretarial Auditor
Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Sanjay Grover & Associates, Practicing Company Secretaries as its Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for Financial Year 2018-19. The Report of Secretarial Auditor (Form MR-3) carried out for the Financial Year 2018-2019 is annexed herewith to the report as Annexure-3.
The Secretarial Audit Report for the financial year ended March 31, 2019 does contain observations or qualifications requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013 as follows:
The Constitution of Nomination & Remuneration Committee (NRC) of the Company was not in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of SEBILODR, since quarter ended March 2018 to November 13, 2018 as an executive director was the member of the Committee.
Neither the Chairman of NRC nor any other member authorized by Chairman of NRC attended the Annual General Meeting of the Company held on September 28, 2018 as per the requirement of Section 178 of the Act.
The committee consisted of 3 members viz. Babika Goel, Chairman, Mr. Braham Dutt Bhardwaj and Mr. Rajiv Poddar as Members of NRC.9. In order to comply with the provision of SEBI (LODR) Regulations, 2015 and Companies Act, 2013 the committee was reconstituted with appointment of Mr. J.P. Lath, NonExecutive Director as member of the committee.
The Chairman of the committee authorise Mr. J.P. Lath, Director to attend 16th AGM of the company and Mr. J.P. Lath had attended the same.
iii) Internal Auditor
Pursuant to section 138 of Companies Act, 2013, the Company had appointed M/s O P Bagla & Co. (Firm registration No 000018N) as Internal Auditors of the Company in its Board Meeting held on 13th August, 2018 for the financial year 2018-19. The report of the same has been placed before the Board of Directors.
15. DIRECTORS RESPONSIBILITY STATEMENT
The Company has taken utmost care in its operations, compliance, transparency, financial disclosures and financial statements have been made to give a true and fair view of Company. As required under Section 134(5) and Section 134(3) (c), and based upon the detailed representation, due diligence and inquiry thereof and your Board of Directors assures and confirm as under:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. The Directors have 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 2018-19 and of the profit and loss of the Company for that period.
c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis;
e. The Directors have laid down internal financial controls to be followed by the Company and such internal Financial control are adequate and were operating effectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
16. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY
Your Company has an effective internal control and risk- mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s O P Bagla & Co., Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides bench marking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System (MIS) which is an integral part of the control mechanism.
The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company, at present, does not fall in any of the criteria(s) as provided under section 135 of the Companies Act, 2013 and Rules made there under. Hence the provisions of Corporate Social Responsibility are not applicable on the Company.
18. LISTING OF SHARES
The Companys Equity Shares are presently listed at BSE Ltd, Mumbai. The Listing Fees for the financial year 2019-20 has been paid to BSE Limited.
Further, the details in relation to listing of shares are given in the Corporate Governance Report attached with the Board Report.
19. MANAGEMENT DISCUSSION & ANALYSIS REPORT
A detailed analysis of your Companys performance is discussed in the Management Discussion and Analysis Report as stipulated under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, which forms part of this Annual Report as Annexure-4.
20. RISK MANAGEMENT POLICY
Your Companys Risk Management Policy is backed by strong internal control systems. The risk management framework consists of policies and procedures framed at management level and strictly adhered to and monitored at all levels. The framework also defines the risk management approach across the enterprise at various levels. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans.
The internal audit team periodically visits the divisions and carries out audit. The findings are periodically reviewed by the Board and Audit Committee with emphasis on maintaining its effectiveness in dynamic business environment.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Companys operations in future.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors, Secretarial Auditors or Internal Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.
STOCK OPTIONS SCHEME
The Company does not have any Scheme of Stock Option for its employees, Directors etc.
DISCLOSURE UNDER SECTION 43(A)(IM) AND SECTION 54(1)(D) OF THE COMPANIES ACT, 2013
During the year under review, the Company has not issued any shares with differential voting rights and sweat equity shares and hence, no information as required under Section 43(a)(iii) & Section 54(1)(d) of the Companies Act, 2013 read with applicable rules is required to be disclosed.
EXTRACT OF ANNUAL RETURN
In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 read with Section 36 of Companies (Amendment) Act, 2017 which was notified on July 31, 2018, the extract of the annual return in Form No. MGT - 9 is annexed as Annexure 5 and displayed on the website of the Company and the link for the same is http://www.monneteroup.com/pdfs/aue19/mpdl/Extract -of-Annual-Return.pdf
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
In accordance with the provisions of Section 134(3)(g) of the Companies Act, 2013, details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 for the year are given in the Note No. 4 and 5 to the Standalone Financial Statements of the Company for the FY 2018-19.
NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial personnel and their remuneration as well as policy on other employees remuneration. The Brief terms of policy is stated on the website link: http://www.monnetgroup.com/MPDL-code- policy.php
The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.
The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with Companies (Accounts) Amendment Rules, 2018 which was notified on 31st July, 2018.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report. The same has also been displayed on the website of the Company and the link for the same is http://www.monnetgroup.com/MPDL-code- policy.php
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has laid down Anti Sexual Harassment policy on Gender Equality, Gender Protection, Prevention of Sexual Harassment and Redressal System in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, apprenticeship) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year under review-
No. of complaints received : Nil
No. of complaints disposed off : NA
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1)/(2)/(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure-6.
CORPORATE GOVERNANCE REPORT
Your Company has complied with requirements of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on the Corporate Governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance forms part of this report and a declaration by the Executive Director of the company regarding compliance by Board Members and Senior Personnel with the companys Code of Conduct. As per the new clause inserted in SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the certificate from Company Secretary in practice is also forms part of Corporate Governance Report regarding none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The same is annexed to this report as Annexure 7.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUT GO
Information under Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given below:
A. Conservation of Energy-
The Company has been, among other fields, engaged in development & construction of real estate, mainly comprising residential, commercial & institutional buildings. It has always been the endeavour of the Company to look for ways and means to achieve energy conservation in every possible way. In line with the Companys commitment to give its clients and customers quality products and services, it has been constantly seeking to adopt latest in technology which are relevant, and strive to integrate the same into the overall scheme of things, resulting in sustainable cost savings, energy conservation and more reliability.
B. Technology Absorption-
i. Efforts in brief made towards technology absorption As technologies change rapidly, your Company recognizes the need to invest in new emerging technologies to leverage them for improving productivity, quality and reach to new customers. It is essential to have a technology infrastructure that is at par with the best in the world. Your Company thus follows a practice of upgrading computing equipment on an ongoing basis.
ii. Benefits derived like product improvement, cost reduction, product development or import substitution: NIL
iii. In case of imported technology (imported during the last three financial year reckoned from the beginning of the financial year)
(a) Technology Imported: NIL
(b) Year of Import: NIL
(c) Whether the technology has fully been absorbed: NIL
(d) If not fully absorbed, area where absorption has not taken place and reason thereof: NIL
iv. Expenditure incurred on Research and Development: NIL
C. Foreign Exchange Earnings And Outgo- Not Applicable
23. CAUTIONARY NOTE
Certain Statements in the Management Discussion and Analysis section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking Statement that involve risks and uncertainties including, but not limited to, risks inherent in the Companys growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Companys Financial Statements and notes on accounts.
Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.
|For and on behalf of the Board|
|Monnet Project Developers Limited|
|(Bishwa Nath Chatterjee)||(Braham Dutt Bhardwaj)|
|Place: New Delhi|