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Ramasigns Industries Ltd Directors Report

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(-0.46%)
May 9, 2025|12:00:00 AM

Ramasigns Industries Ltd Share Price directors Report

<dhhead.Directors Report </dhhead.

To,

The Members,

M/s. Ramasigns Industries Limited

The Directors of the Company take pleasure in presenting their 44th Annual Report together with the Annual Audited Financial Statements for the financial year ended March 31, 2024.

Financial Results

The summary of the Companys financial performance for the financial year 2023-24 as compared to the previous financial year 2022-23 is given below: (Amt. in lakhs)

Particulars

Year Ended 31.03.2024 Year Ended 31.03.2023
Revenue From Operations 1033.48 2502.52
Less: Expenses 1489.02 2595.62
Less: Depreciation 26.28 59.79
Profit before Tax (468.66) 60.79
Less: Current Tax -- 15.81
Deferred Tax 48.73 (0.64)
Excess Provision for Taxation (Previous year) 2.52 --
Net Profit/(Loss) after Tax (519.19) 45.63

State of Affairs and Highlights of Performance

The Companys business based on B2B market dealing with outdoor and indoor advertising. With stiff competition from unorganized sector and rising raw material costs for the industry, there are challenges in the business. However, despite of the challenges, theturnover of the Company stood as Rs. 1033.48 lakhs at the end of F.Y 2023-24 as compared to Rs. 2502.52 lakhs in the previous year F Y 2022-23. The Net Loss of Rs. 519.19 lakhs as compare to the Net Profit of Rs. 45.63 lakhs in the previous year.

Dividend

In order to conserve resources of the Company, your Directors do not recommend any dividend for the financial year ended March 31, 2024.

Changes in the nature of business of the Company:

During the financial year under review, there was no change in the nature of business of the Company.

Transfer to Reserves

No amount is proposed to be transferred to the reserves for the financial year ended March 31, 2024.

Deposits

i. Deposits covered under Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

ii. Deposits not in compliance with Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits which are not in compliance with Chapter V of the Companies Act, 2013.

Non-Convertible Debentures

The Company has issued 72 Unsecured, Listed, Privately Placed, Redeemable Non-Convertible Debentures (NCDs) of Rs 10 Lakhs each, aggregating to Rs. 7.2 crores in the Financial Year 2021-22. The Debentures are listed on debt segment of BSE. The said Debentures are repayable over a period of 4 years in tranches and the Company has been regular in payment of the principal and interest thereon.

Company has made timely part payment of interest / Principal on 30/04/2023

ISIN

ISIN Description Corporate Action Interest / On Principle due Date Interest /Principal Payment date Listed On
INE650D08013 RAMASIGNS Part 30/04/2023 (Payment BSE Debt
INDUSTRIES Principle (Total Due Amount Segment
LIMITED 7 Payment Amount Rs. Rs.12,67,500
NCD and 12,67,500) Dtd.
31MY26 Interest 29.04.2023)
FVRS10LAC Payment

Company has made timely part payment of interest / Principal on 31/05/2023

ISIN

ISIN Description Corporate Action Interest / On Principle due Date Interest /Principal Payment date

Listed On

INE650D08013 RAMASIGNS Part 31/05/2023 (Payment BSE Debt
INDUSTRIES Principle (Total Due Amount Segment
LIMITED 7 Payment Amount Rs. Rs.12,62,250 Dtd.
NCD 31MY26 and 12,62,250) 31.05.2023)
FVRS10LAC Interest
Payment

Company has made timely part payment of interest / Principal on 30/06/2023

ISIN

ISIN Description Corporate Action Interest / On Principle due Date Interest /Principal Payment date

Listed On

INE650D08013 RAMASIGNS Part 30/06/2023 (Payment BSE Debt

 

INDUSTRIES Principle (Total Due Amount Segment
LIMITED 7 Payment Amount Rs. Rs.18,57,000 Dtd.
NCD 31MY26 and 18,57,000) 30.06.2023)
FVRS10LAC Interest
Payment

 

Company has made timely part payment of interest / Principal on 31/07/2023

ISIN

ISIN Description Corporate Action Interest / On Principle due Date Interest /Principal Payment date

Listed On

INE650D08013 RAMASIGNS Part 31/07/2023 (Payment BSE Debt
INDUSTRIES Principle (Total Due Amount Segment
LIMITED 7 Payment Amount Rs. Rs.18,48,250
NCD 31MY26 and 18,48,250) Dtd.
FVRS10LAC Interest 31.07.2023)
Payment

 

Company has made timely part payment of interest / Principal on 31/08/2023

ISIN

ISIN Description Corporate Action Interest / On Principle due Date Interest /Principal Payment date Listed On
INE650D08013 RAMASIGNS Part 31/08/2023 (Payment BSE Debt
INDUSTRIES Principle (Total Due Amount Segment
LIMITED 7 Payment Amount Rs. Rs.18,39,500
NCD 31MY26 and 18,39,500) Dtd.
FVRS10LAC Interest 31.08.2023)
Payment

 

Company has made timely part payment of interest / Principal on 30/09/2024

ISIN

ISIN Description Corporate Action Interest / On Principle due Date Interest /Principal Payment date Listed On
Payment Amount
INE650D08013 RAMASIGNS Part 30/09/2023 BSE Debt
Rs.13,22,208
INDUSTRIES Principle (Total Due Segment
Dtd. 08.11.2023
LIMITED 7 NCD Payment Amount Rs.
Rs. 5,08,542
31MY26 and 18,30,750)
Dtd. 26.10.2023
FVRS10LAC Interest
Payment

Company has made timely part payment of interest / Principal on 31/10/2023

ISIN

ISIN Description Corporate Action Interest / On Principle due Date Interest /Principal Payment date Listed On
Payment Amount
INE650D08013 RAMASIGNS Part 31/10/2023 BSE Debt
Rs.89,444
INDUSTRIES Principle (Total Due Segment
Dtd. 10.11.2023
LIMITED 7 NCD Payment Amount Rs.
Rs. 2,32,556
31MY26 and 18,22,000)
Dtd. 5.12.2023
FVRS10LAC Interest
Rs. 2,50,000
Payment
Dtd. 16.12.2023 Rs.
1,66,667 Dtd.
20.12.2023 Rs.
3,00,000 Dtd.
24.01.2024 Rs.
2,00,000 Dtd.
29.01.2024 Rs.
5,83,333 Dtd.
01.02.2024

Company has made timely part payment of interest / Principal on 30/11/2023

ISIN

ISIN Description Corporate Action Interest / On Principle due Date Interest /Principal Payment date Listed On
Payment Amount
INE650D08013 RAMASIGNS Part 30/11/2023 BSE Debt
Rs.2,26,236
INDUSTRIES Principle (Total Due Segment
Dtd. 25.12.2023
LIMITED 7 NCD Payment Amount Rs.
Rs. 87,014
31MY26 and 18,13,250)
Dtd. 28.12.2023
FVRS10LAC Interest
Rs. 2,00,000
Payment
Dtd. 08.03.2024
Rs. 2,00,000
Dtd. 11.03.2024
Rs. 2,00,000
Dtd. 13.03.2024
Rs. 2,83,333
Dtd. 14.03.2024
Rs. 2,00,000
Dtd. 15.03.2024
Rs. 2,16,667
Dtd. 16.03.2024
Rs. 2,00,000
Dtd. 28.03.2024

Company has made timely part payment of interest / Principal on 31/12/2024

ISIN

ISIN Description Corporate Action Interest / On Principle due Date Interest /Principal Payment date Listed On
Payment Amount
INE650D08013 RAMASIGNS Part 31/12/2023 BSE Debt
Rs.3,04,500
INDUSTRIES Principle (Total Due Segment
Dtd. 01.01.2024
LIMITED 7 NCD Payment Amount Rs.
Rs. 2,00,000
31MY26 and 18,04,500)
Dtd. 18.03.2024
FVRS10LAC Interest
Rs. 2,00,000
Payment
Dtd. 19.03.2024
Rs. 2,00,000
Dtd. 21.03.2024
Rs. 4,83,333
Dtd. 28.03.2024
Rs. 2,00,000
Dtd. 29.03.2024
Rs. 2,16,667
Dtd. 21.05.2024

Company has made timely part payment of interest / Principal on 31/01/2024

ISIN

ISIN Description Corporate Action Interest / On Principle due Date Interest /Principal Payment date Listed On
Payment Amount
INE650D08013 RAMASIGNS Part 31/01/2024 BSE Debt
Rs.82,153
INDUSTRIES Principle (Total Due Segment
Dtd. 05.03.2024
LIMITED 7 NCD Payment Amount Rs.
Rs. 2,13,597
31MY26 and 17,95,750)
Dtd. 06.03.2024
FVRS10LAC Interest
Rs. 83,333
Payment
Dtd. 09.04.2024
Rs. 2,00,000
Dtd. 10.04.2024
Rs. 4,00,000
Dtd. 17.04.2024
Rs. 1,00,000
Dtd. 20.04.2024
Rs. 2,00,000
Dtd. 24.04.2024
Rs. 2,00,000
Dtd. 29.04.2024

 

Company has made timely part payment of interest / Principal on 29/02/2024

ISIN

ISIN Description Corporate Action Interest / On Principle due Date Interest /Principal Payment date Listed On
Payment Amount
INE650D08013 RAMASIGNS Part 29/02/2024 BSE Debt
Rs.2,87,000
INDUSTRIES Principle (Total Due Segment
Dtd. 04.04.2024
LIMITED 7 NCD Payment Amount Rs.
Rs. 83,333
31MY26 and 17,87,000)
Dtd. 30.04.2024
FVRS10LAC Interest
Rs. 2,00,000
Payment
Dtd. 13.05.2024
Rs. 2,00,000
Dtd. 17.05.2024

Company has made timely part payment of interest / Principal on 31/03/2024

ISIN

ISIN Description Corporate Action Interest / On Principle due Date Interest /Principal Payment date Listed On
Payment Amount
INE650D08013 RAMASIGNS Part 31/03/2024 BSE Debt
Rs.1,00,958
INDUSTRIES Principle (Total Due Segment
Dtd. 24.04.2024
LIMITED 7 NCD Payment Amount Rs.
Rs. 83,333
31MY26 and 17,78,250)
Dtd. 20.05.2024
FVRS10LAC Interest
Payment

Credit Rating

The Company has obtained Credit Rating for its listed Non-Convertible Debentures (NCD) from Care Edge Rating

Limited. The last rating reaffirmed was "D" (Stable) for the NCD for the financial year 2023- 2024.

Term Finance

The Company has continued the OD facility and working capital term loan ICICI Bank and secured commercial vehicle loan from Cholamandalam Investment And Finance Company Limited.

Directors and Key Managerial Personnel (KMP):

Mr. Deepak Janu Pendhari (DIN: 08948584) ,Director retires by rotation and being eligible offers himself for reappointment.

Ms. Anita Gupta resigned from the post of Company Secretary & Compliance Officer w.e.f. 27.05.2024 & Mr. Nitesh Sagwaliya appointed as Company Secretary & Compliance Officer w.e.f. 27.07.2024.

Mr. Vishal Parshottam Waghela, resigned from the post Chief Financial Officer w.e.f. 31st August,2024. Mr. Taranveer Singh Dhingra (DIN: 09363227) Director of the Company has resigned w.e.f 11.06.2024. Ms. Sunanda Prashant Shah ( DIN:- 10728175) appointed as Independent Director w.e.f. 02.08.2024.

There has been change in the constitution of Board of Director during the year 2023-24.

1. Mr. Uday Anant Sawant (DIN: 08189082) was appointed as an Additional Director of the Company w.e.f. 22nd March, 2024.

2. Mrs. Kavita Sandeep Pawar (DIN: 02717275) was appointed as an Additional Director of the Company w.e.f. 22nd March, 2024.

3. Mr. Jayesh Vinod Shah, Independent Director resigned w.e.f. 11th November,2023.

4. Ms. Bijal Jatin javeri, Independent Director retired w.e.f. 30th September,2023.

5. Mr. Sursari Sagar Dwivedi Independent Director resigned w.e.f. 23rd January,2024

6. Mrs. Suruchi Arjaria Independent Director resigned w.e.f. 22nd January,2024

Annual Evaluation of Board of Directors and Familiarization Programme:

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and Individual Directors. The evaluation of the Board, Committees, Directors and Chairman of the Board was conducted based on the evaluation parameters,such as Board composition and structure, effectiveness of the Board, participation at meetings, domain knowledge, awareness and observance of governance, etc. Further, the Company has put in place an induction and familiarization programs for all its Directors including the Independent Directors.

The familiarization program for Independent Directors in terms of provision of Regulation 46(2)(i) of Listing Regulations, is uploaded on the website of the company i.e. www.Ramasigns.in.

Number of meetings of Board of Directors

The Board of Directors met 8 (Eight) times during the year. For further details, please refer to Corporate Governance Report, which forms part of this Annual Report.

Statement of Declaration of Independence

All Independent Directors have submitted the declaration of Independence as required under Section 149 of the Companies Act,2013 confirming that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 andRegulation16(1)(b) of Listing Regulations.

Policies on Directors Appointment and Remuneration

The Board of Directors decides the criterion for the appointment of a new director on the Board from time to time; the criteria may include candidates area of expertise, industry experience, age, professional background and such other things.

As per criteria, the Nomination & Remuneration Committee shortlists the candidate and after understanding the competence, availability of the candidate etc, it recommends such candidate for appointment to the Board. Remuneration policy of the Company is placed on the website of the Company i.e. www. Ramasigns.in.

Board Committees

Your Company has following Committees of Board, viz,
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
4. Finance Committee (Non-Mandatory)
Details of all the Committees along with their composition, terms of reference and meetings held during the year
are provided inReport on Corporate Governance forming part of the Annual Report.

Directors Responsibility Statement

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors
Responsibility Statement, your Directors hereby confirm that:
. In the preparation of the annual accounts, the applicable accounting standards have been followed, along
with proper explanation relating to material departures, if any;
. the directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are real prudent so as to give a true and fair view of the state of affairs of the Company as at
31st March, 2024;
. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of Companies Act 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
. The directors had prepared the annual accounts on a going concern basis; and
. 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.
. The proper internal financial controls are in place and that such internal financial controls are adequate and
were operating effectively;
. Proper systems have devised to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

Report on Corporate Governance and Management Discussion and Analysis

The Report on Corporate Governance and Management Discussion and Analysis for the year under review, forms an integral part of this Annual Report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

Share Capital:

The Company has a paid-up capital of Rs. 14.275 crores as on 31st March 2024 consisting of 2,85,50,000 equity shares of Rs. 5 each. The Company has not bought back any securities or issued any Sweat Equity shares or bonus shares or provided any stock option scheme to employees during the year under review.

Auditors

. Statutory Auditors

M/s R. Mehta & Associates (Firm Registration Number: 143992W) as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the ensuing 43rd AGM till the conclusion of the 48th AGM to be held in theyear 2028 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, the Board of Directors had appointed S G & Associates, Company Secretary in Practiceto undertake the Secretarial Audit of the Company for the financial year 2023-2024. The Report of the Secretarial Auditor is annexed herewith as Annexure I and forms an integral part of this Report. With regards to comments regarding the penaltiesimposed, the Company has paid the necessary undisputed amount to the Stock Exchanges.

Auditors Report:

M/s R. Mehta & Co., Chartered Accountants, FRN. NO. 143992W, have issued Audit report with modified opinion on standalone audited financial result for the quarter and year ended 31st March, 2024.

1. Auditor were unable to verify all the cash disbursement made during the year and their verification procedure is limited to reviewing cash transaction on test basis only.
2. The auditors were unable to verify the closing balances of debtors and creditors during the year as the company is dealing with numerous unorganized sectors and they did not respond to balance confirmation. Therefore auditors were replying on statement presented by the management to the auditor.
3. Auditors were unable to physically verify the inventory at the Bhiwandi godown as the was sealed by the said department because of the investigation process carried out by officials of the Enforcement Directorate in relation to in some other Company.

Material Changes and Commitments

The Company has changed its registered office within the local limits from its present location from Vimala Bhavan, Unit No.3, Ground Floor, Walbhat Road, Sharma Industrial Estate, Goregaon (East), Mumbai - 400063 to new Registered Office at Gala No 62, 64, 65, Ground Floor, Building No 5, New Ashirwad Industrial Premises Co.op Society Limited, Ram mandir Road, Goregaon (West), Mumbai - 400104. with effect from 02nd August, 2024.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company.

Loans, Guarantees and Investments

During the year, the Company has neither granted any loan nor made any investments or given guarantees as per
section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties

During the year under review, the Company has entered into certain transactions with related parties as referred
to in Section 188(1) of the Companies Act, 2013. All contracts / arrangements entered by the Company with
related parties, during the year under review, were in the ordinary course of business and on arms length basis.
The necessary details for the related party transactions are given in Financial Statements

Adequacy of Internal Financial Controls with reference to Financial Statements

The Company has in place adequate internal financial controls with reference to financial statements. During
the year under review, such controls were tested and no reportable material weakness in the design or operation
was observed.

Details of significant and material orders passed by the Regulators, Courts and Tribunals

No significant and material order has been passed by the regulators, courts, tribunals impacting the going
concern status and Companys operations in future.

Particulars of Employees and Related Information

There were no employees in receipt of remuneration, as per the provisions of Section 197(12) of the Act read
with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Other
particulars as required under subrule 5 (2) of the said rules are given in Annexure II to this report.

Annual Return

As per the requirements of Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies
(Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2024
will be available on the website on the Company i.e. www.ramasigns.in.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under
Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy and
Technology Absorption, andresearch and development are not applicable to the Company, as of now.

There were no foreign exchange earnings during the year.

There was no foreign exchange outflow during the year.

Board Evaluation:

Formal Annual evaluation has been made by the Board of its own Performance and that of its Committees & Individual Directors during the meeting of Board of Directors and by common discussion with concerned persons.

Transfer of amounts of unpaid dividend to investor education and protection fund:

There are no amounts due and outstanding to be credited to investor Education and Protection Fund as 31st March, 2024.

Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy and the same is also posted on the website of the Company.

Corporate Social Responsibility Initiatives:

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

Code for prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employee have confirmed compliance with the Code.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013.The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2023-24, no cases in the nature of sexual harassment were reported at our workplace of the company.

Risk Management Policy:

The Board has adopted risk Management policy for ensuring the orderly and efficient conduct of its business, including adherence to companys policy, safeguarding of its assets, Prevention detection fraud and error etc.

Fraud Reporting in Auditors Report as per Second proviso of Section 143 (12) of the Companies Act, 2013:

No Fraud reported/observed in Audit Report during the financial year 2023-24.

Cost Auditors:

Requirements for Appointment of Cost Auditors are not applicable to the company.

Stock Exchange:

The Companys equity shares are listed at BSE Limited vide scrip code 515127 and the Annual Listing Fees for the year 2023-2024 has been paid.

Compliance With Secretarial Standard:

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Shareholders issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

Proceedings Pending and Disposed off under the Insolvency and Bankruptcy Code,2016:

Application proceeding is pending under the IBC, 2016.

One of the Operational Creditors (QREX Flex Private Limited) has filed an application under section 9 of the Insolvency & Bankruptcy Code, 2016 against the company, claiming an amount of Rs. 2.20 crores. However the company has disputes with the said vendor and has contested the dues payable. The company will take necessary steps to protect its interest and defend its case before the Honble Adjudicating Authority.

Application has been disposed

One of the Operational Creditor (Elite Industries) has filed an application under section 9 of Insolvency & Bankruptcy Code, 2016 against the company, claiming an amount of Rs. 1.13 Crores. However the company has contested the dues payable. The company had given intimation regarding the same to stock Exchange on 27.07.2022. The matter has been disposed of by NCLT Mumbai bench on 05.06.2023 pertaining to Settlement Agreement amounting to Rs. 70,00,000/- between the Company and the Operational Creditor.

General Disclosures

? The Company has paid remuneration to its Managing Director/ Director during the year as per provisions pertaining to Appointment and Remuneration of Managerial Personnel under the Schedule V to the Companies Act, 2013.

? The Company has not issued Sweat Equity Shares.
? The Company has not issued equity shares with differential voting rights.
? The Company has not issued shares under Employee Stock Option Scheme.
? The provisions of Section 135 relating to Corporate Social Responsibility are not applicable to the company.
? 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.

Acknowledgements

The Directors express their sincere gratitude to various Government Agencies, Bombay Stock Exchange, Registrar of Companies,Depositories and the bankers of the company for their ongoing support.

The Directors also place on record their sincere appreciation for the continued support extended by the Companys stakeholders and employees of the Company.

On behalf of the Board of Directors
For Ramasigns Industries Limited
Sd/- Sd/-

Pankaj Hasmukhlal Jobalia

Deepak J. Pendhari

Managing Director

Executive Director

DIN : 03637846

DIN : 08948584

Place : Mumbai

Date: 6th September 2024

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