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Notes to Accounts of Balaji Telefilms Ltd.

Mar 31, 2015

NOTE 1 CORPORATE INFORMATION

Balaji Telefilms Limited was incorporated on November 10, 1994 under the Companies Act, 1956. The Company has established itself as a leader in television content in India particularly for Hindi language content and has also successfully ventured in the regional television content market and event business.

Rs. in Lacs

As at As at March 31, March 31, 2015 2014

Note 2. Contingent liabilities (to the extent not provided for)

A contingent Liabilities

a) In respect of the demands (including interest) raised by Prasar Bharti 557.20 557.20 Broadcasting Corporation of India (Corporation), the Company has arrived at a one-time settlement with the Corporation by making a payment of Rs. 200.00 lacs as telecast fees which has been accounted for as an expense in the previous year. As per the terms of the settlement, the balance outstanding of Rs. 557.20 lacs would be settled by way of supply of various old regional television content. The Company has submitted the required content to the Corporation, the approval for which is being received by the Company in a phased manner. As a result, the Company does not expect any charge in the financial statements on receipt of entire approvals from the Corporation for the balance outstanding.

b) The Company in earlier years 17,708.81 17,708.81 had received notices of demand from the Department of Sales Tax, Government of Maharashtra, aggregating to Rs. 17,107.87 lacs (including interest and penalty) pertaining to the years 2000 to 2004. The Company has appealed against the said orders with the Deputy Commissioner (Appeals) and the same is pending adjudication. Further in the previous year, the sales tax authorities have levied an additional sales tax demand (including penalty and interest) under the Bombay Sales Tax Act aggregating of Rs. 515.44 lacs and under Works Contract Act aggregating to Rs. 85.50 lacs for the year 2004-05. The Company is contesting these additional claims by filing appeals with the respective appellate authorities. Further, the Company has also been assessed for the years 2005-06, 2006-07, 2007-08, 2008-09, 2009-2010 and 2010-11 under the above statutes where the matters contained in the aforesaid demand orders have been accepted by the authorities and has been adjudicated in favour of the Company.

c) The Company had received demand notices from the Office of the 9,245.00 9,245.00 Commissioner of Service Tax, Mumbai (excluding Interest and penalty) pertaining to Service tax for the period April 2006 to March 2010 on exports made to one of the customers of the Company. On appeal to the Commissioner of Service Tax, the matter pertaining to the period April 2006 to March 2008 was adjudicated in favour of the Company, wherein the demand amount was Rs. 63.48 Crs. The Commissioner has further filed an appeal against the said order with the Customs, Excise & Service Tax Appellate Tribunal. As per the notice of hearing received by us, the matter has been listed for hearing in the tribunal on June 3, 2015. On the same matter, a Show Cause Notice (SCN)for the period April 2008 to March 2010 has been issued with demand amount of Rs. 28.97 Crs. SCN is pending for adjudication with the Commissioner of Service Tax. Company has also received Show Cause Notice from the Office of the Commissioner of service Tax pertaining to service tax for the year 2010 to March 2011 for discharging service tax on export sales made to a customer. Liability in this case is Rs. 0.46 Crs. Company has prepared and submitted reply to the Commissioner of Service tax in the matter, on the same lines as done in earlier years.

Note 3. On April 30, 2013, the Income-tax Department visited the premises of the Company and initiated proceedings under Section 132 of the Income-tax Act, 1961. In this connection, the Company has received notices under section 153A of Income-tax Act,1961 and the Company has complied with the requirements of the said notices. Based on complaince of the requirement under Sec 153A, the Company has now received notices for providing various details to the assessing officers for carrying out assessments. The Company is in the process of complying with the requirements and is submitting required information. Since the proceedings are pending completion, the tax liability, if any, would be ascertained and provided on the completion of the assessments under these proceedings.

Note 4. As per information available with the Company, none of the creditors have confirmed that they are registered under the Micro, Small and Medium enterprises Development Act, 2006.

Note 5. The Company has investments in subsidaries namely Balaji Motion Pictures Limited (BMPL), Bolt Media Ltd (BML), Marinating Films Private Limited (MFPL) and Event Media LLP (EMLLP) aggregating to Rs. 3,450.51 lacs (Previous year Rs. 3,005.00 lacs). Further, the Company has also given loans and advances aggregating to Rs. 10,997.24 lacs (Previous year Rs. 11,418.34 lacs) to BMPL, BML and EMLLP. As per the latest audited balance sheet of BMPL, BML, MFPL and EMLLP for the year ended March 31,2015, the accumulated losses have fully eroded the net-worth of the respective companies. However, no provision for diminution in the value of the investments is considered necessary as the investments are strategic long-term investments and the diminution in the value is temporary in nature.

Note 6. Related Party Transactions

(a) Name of related parties and description of relationship.

Name of the Related party Relationship

Balaji Motion Pictures Limited Subsidiary Company (control exist)

Marinating Films Pvt Ltd Subsidiary Company (control exist)

Bolt Media Limited Subsidiary Company (control exist)

Event Media LLP Subsidiary Body Corporate

IPB Capital Advisors LLP Associate

Mr. Jeetendra Kapoor Key management person

Mrs. Shobha Kapoor Key management person

Ms. Ekta Kapoor Key management person

Mr. Tusshar Kapoor Key management person

Mr. Sameer Nair (from July 15, 2014) Key management person

Mr. Ramesh Sippy (till June 30,2014) Relative of Key management person

Balaji Films & Telly Investments Limited Key management person having significant influence

Note 7. Lease Transactions

Amount of lease rentals charged to the profit and loss accounts in respect of operating leases is Rs. 1,572.02 Lacs (previous year Rs. 764.35 Lacs).

Note 8. Segment information

The Company is primarily engaged in the business of production of television content, which, in the context of Accounting Standard 17 on 'Segment Reporting, constitutes a single reportable segment.

Note 9. During the year, pursuant to the notification of Schedule II to the Companies Act, 2013 with effect from April 1,2014, the Company revised the estimated useful life of relevant assets to align the useful life with those specified in Schedule II. Pursuant to the transitional provisions prescribed in Schedule II to the Companies Act, 2013, the Company has fully depreciated the carrying value of the assets, net of residual value, where the remaining useful life of the asset was determined to be nil as on April 1,2014, and adjusted an amount of Rs. 177.33 lacs (net of deferred tax credit of Rs. 85.17 lacs) against the opening balance in the Statement of Profit and Loss under Reserves and Surplus. The depreciation expense in the Statement of Profit and Loss for the year is higher by Rs. 157.60 lacs and profit after tax for the year is lower by Rs. 106.47 consequent to the change in the useful life of the assets.

Note 10. The Company has investments in Optionally Convertible Debentures in Aristo Learning Private Limited and Second School Learning Private Limited aggregating Rs. 465.81 lacs. These investments are strategic and non-current (long-term) in nature. However, considering the current financial position of the respective investee companies, the Company, out of abundant caution, has,during the current year provided for these investments considering the diminution in their respective values.

Note 11. The Company during the year, pursuant to a memorandum of understanding (MOU) with Chhayabani Private Limited (CPL), on Feb 16, 2015 has formed Chhayabani Balaji Entertainment Private Limited (CBEPL). Subsequent to the year end, the Company has completed other formalities related to commencement of business.

Note 12. The figures of the previous year have been regrouped wherever necessary to correspond with those of the current year.




Mar 31, 2014

In Lakhs

As at As at

March 31, 2014 March 31, 2013

1. Contingent liabilities and commitments (to the extent not provided for)

A Contingent Liabilities

a) In respect of the demands (including interest) raised by Prasar Bharti 557.20 757.20 Broadcasting Corporation of India (Corporation), the Company has arrived

at a one-time settlement with the Corporation by making a payment of Rs. 200.00 lacs as telecast fees which has been accounted for as an expense in the current year. As per the terms of the settlement, the balance outstanding of Rs.557.20 lacs would be settled by way of supply of various old regional television content. The Company has submitted the required content to the Corporation, the approval for which is being received by the Company in a phased manner. As a result, the Company does not expect any charge in the financial statements on receipt of entire approvals from the Corporation for the balance outstanding.

b) The Company in earlier years had received notices of demand from the 17,708.81 17,107.87 Department of Sales Tax, Government of Maharashtra,aggregating to Rs.17,107.87 lakhs (including interest and penalty) pertaining to the years 2000 to 2004. The Company has appealed against the said orders with the Deputy Commissioner (Appeals) and the same is pending adjudication. Further in the current year, the sales tax authorities have levied an additional sales tax demand (including penalty and interest) under the Bombay Sales Tax Act aggregating of Rs.515.44 lacs and under Works Contract Act aggrega ting to Rs.85.50 lacs for the year 2004-05. The Company is contesting these additional claims by filing appeals with the respective appellate authorities. Further, the Company has also been assessed for the years 2006-2007 and 2009-2010 under the above statutes where the matters con tained in the aforesaid demand orders have been accepted by the authorities.

c) The Company had received demand notices from the Office of the 9,245.00 9,245.00 Commissioner of Service Tax, Mumbai (excluding Interest and penalty) pertaining to Service tax for the period April 2006 to March 2010 on exports made to one of the custo mers of the Company. On appeal to the Commissioner of Service Tax, the matter pertaining to the period April 2006 to March 2008 was adjudicated in favour of the Company, wherein the demand amount was Rs. 63.48 Crs. The Commissioner has further filed an appeal against the said order with the Customs, Excise & Service Tax Appellate Tribunal. The matter is pending hearing. On the same matter, a Show Cause Notice (SCN) for the period April 2008 to March 2010 has been issued with demand amount of Rs. 28.97 Crs. SCN is pending for adjudication with the Commissioner of Service Tax.

d) The Company had received demand notice from the Office of the - 92.91

Commissioner of Service Tax, Mumbai pertaining to Service Tax for the period April 2006 to March 2009 on certain transactions. The Company has contested these claims and a hearing was granted to the Company. However, the Commissioner passed an adverse order confirming the tax demand and levied interest and penalty. The Company had filed an appeal before Customs, Excise and Service Tax Appellate Tribunal (CESTAT) against the demand. The CESTAT has remanded the matter back to the adjudicating authority for consideration of the issue afresh. The adjudicating authority has not granted any hearing yet.

e) The Company has received an order from the Chief Executive Officer (CEO)/ - 287.35

Collector towards lease rent and other related charges for use of facilities of Aarey Milk Colony (Aarey). The Company has contested these claims and has also filed a Writ Petition in the Bombay High Court. However, Bombay High Court while admitting the Writ Petition, called upon the Company to pay the amount to Aarey. The Company filed an appeal in the Supreme Court against the Order of the Bombay High Court. However, the Supreme Court directed the Company to pay the entire amount by June 7, 2013 and referred the matter to the Bombay High Court for adjudication. The Company has made a payment of Rs. 213.64 lacs towards the outstanding amount due to Aarey and also carried out the repair works of the godowns amounting to Rs. 35.83 lacs to their full satisfaction. Accordingly, The Chief Executive Officer, Aarey Milk Colony vide a letter dated 28/01/2014 confirmed that no amount is due from the Company.

B Commitments :

Future commitments towards capital contribution in Indus Balaji Investor Trust 800.00 1,300.00

2. The Company had applied to the Office of the Commissioner of Sales- tax, Mumbai, to ascertain whether the Company''s sales are liable to tax under the Sales- tax laws. Since, the Commissioner of Sales Tax did not decide the said application which was filed under the process of Determination of Disputed Questions (DDQ), the Company filed a Writ Petition before Honourable Bombay High Court for necessary direction. The Honorable Bombay High Court passed an Order on July 9, 2013 directing the Department to decide on the DDQ application of the Company. Pursuant to the directions of the Honorable Bombay High Court Order, the Department passed an Order on September 26, 2013. The Order states that since the Company has been already assessed on the subject for these years and the Company had already filed appeals against the said assessment orders, the application for DDQ is not maintainable and the Company is allowed to follow the normal process of appeal against these assessment orders. Refer note 23.1(A)(b).

3. On April 30, 2013, the Income-tax Department visited the premises of the Company and initiated proceedings under Section 132 of the Income-tax Act, 1961. In this connection, the Company has received notices under section 153A of Income-tax Act,1961 and the Company has complied with the requirements of the said notices. Since the proceedings are pending completion, the tax liability, if any, would be ascertained and provided on the completion of the assessments under these proceedings.

4. As per information available with the Company, none of the creditors have confirmed that they are registered under the Micro, Small and Medium enterprises Development Act, 2006.

5. The Company has investments in 30,000,000 and 50,000 equity shares of its 100% subsidiaries, namely Balaji Motion Pictures Limited (BMPL) and Bolt Media Limited (BML) aggregating to Rs. 3,000 lacs and Rs. 5 lacs respectively. Further, the Company has also given loan and advances aggregating to Rs. 10,965.37 Lacs (previous year Rs. 14,571.84 Lacs) to BMPL and Rs. 452.97 Lacs (previous year Rs. 73.13 Lacs) to BML. As per the latest audited balance sheet of BMPL and BML for the year ended March 31, 2014, the accumulated losses have fully eroded the net-worth of the respective companies. However, no provision for diminution in the value of the investments is considered necessary as the investments are strategic long term investments and the diminution in the value is temporary in nature.

6. Employee Benefits

a) Defined Contribution Plans

Both the employees and the Company make pre-determined contributions to the provident fund. Amount recognized as expense amounts to Rs.34.62 Lacs (previous year Rs.37.41Lacs)

b) Defined Benefit Plans

7. Lease Transactions

Amount of lease rentals charged to the profit and loss account in respect of operating leases is Rs. 764.35 Lacs (previous year Rs. 93.60 Lacs).

8. Segment Information

(A) Information about primary segments

The Company has considered business segment as the primary segment for disclosure. The reportable business segments are as under:

(a) Commissioned Programmes : Income from sale of television serials to channels

(b) Sponsored Programmes : Income from telecasting of television serials on channels 23.17 The figures of the previous year have been regrouped wherever necessary to correspond with those of the current year.


Mar 31, 2012

NOTE 1 CORPORATE INFORMATION

Incorporated on November 10, 1994, Balaji Telefilms Limited has established itself as one of the largest televison content production houses in India. With its footprint established in the hindi speaking market, it has now extended into the regional entertainment markets. With a library of over 100 television shows, Balaji has also ventured into the events business.

Notes

a) Building includes Rs. 220.86 Lacs (previous year Rs. 220.86 Lacs), being cost of ownership premises in co-operative society including cost of shares of face value of Rs. 0.01 Lac received under Bye-law of the society.

b) The Company, in the previous year, had invested in three adjacent plots of land admeasuring approximately 38,870 sq. mtrs. in aggregate, situated within the limits of Mira Bhayander Municipal Corporation. During the current year, the Company has sold the plots of land for a consolidated consideration aggregating to Rs. 5,100.00 Lacs on an 'as-is where-is' basis vide two separate transactions and has accounted for the profit on sale aggregating to Rs. 122.90 Lacs (net of related expenses). Part of the land has been sold to M/s JK Developers a sole proprietary firm owned by one of the Directors of the Company.

c) Transfer of assets pertains to sale of divisions (refer note 23.11)

d) Depreciation includes depreciation towards discontinued operations aggregating to Rs. 62.74 Lacs (Previous year Rs. 47.52 Lacs)

note 2 additional information to the financial statements and disclosure under accounting

STANDARDS

(Rs. in Lacs)

As at March As at March 31, 2012 31, 2011

2.1 CONTINGENT LIABILITIES AND COMMITMENTS (To THE ExTENT NOT

provided for)

A Contingent Liabilities

a) Claim against the Company not acknowledged as debts. This 495.00 495.00 represents demand raised by a Prasar Bharti Broadcasting

Corporation of India. The Company is of the view that the claim is not valid. Legal proceedings have been initiated for quashing the said demand. The amount disclosed is the minimum liability on this count excluding interest thereon which is presently not quantifiable.

b) The Company has received notices of demand from the 17,107.87 22,363.00 Department of Sales Tax, Government of Maharashtra pertaining

to the years 2000 to 2004 (Previous year 2000 to 2005). The department has sought to tax the Sales revenue of the Company under the 'Commissioned Programs' category to Sales tax under the Bombay Sales Tax Act, 1959. The Company has appealed against the said order of the Sales Tax Officer to the Deputy Commissioner (appeals) and the same is pending adjudication.

c) The Company had received demand notices from the Office of 9,245.00 9,245.00 the Commissioner of Service Tax, Mumbai (excluding Interest

and penalty) pertaining to Service tax for the period April 2006 to March 2010 on exports made to one of the customers of the Company. On appeal, the matter pertaining to the period April 2006 to March 2008 was adjudicated in favour of the Company.

The Commissioner has further filed an appeal against the adjudication with the Customs, Excise & Service Tax Appellate Tribunal. The matter is pending hearing.

d) The Company has received an order of compensatory loss from 18.51 18.51 the City Civil & Sessions Court, Greater Mumbai, stating that

the Company has unauthorized possession of the administrative place situated at Aarey Milk Colony. The Company has paid 50% of the amount aggregating to Rs. 18.51 Lacs under protest.

B Commitments

Future commitments towards capital contribution in Indus Balaji 3,200.00 -

Investor Trust (refer note 23.17).

2.2 The Company has applied to the Office of the Commissioner of Sales- tax, Mumbai, to ascertain whether the Company's sales are liable to tax under the Sales- tax laws. The matter is still pending before the Sales -tax authority. During the year the Company has received a letter from the office of Deputy Commissioner of Sales Tax inquiring about the Company's intentions on pursuing the Determination of Disputed Question (DDO), to which the Company has responded positively, in favor of getting a clarification in the matter. Refer note 23.1.(b)

2.3 As per information available with the Company, none of the creditors have confirmed that they are registered under the Micro, Small and Medium enterprises Development Act, 2006. Accordingly, disclosure as required by the said Act is given in Note 5.

2.4 The Company has investments in 30,000,000 equity shares of its 100% subsidiary Balaji Motion Pictures Limited (BMPL) at cost of Rs. 3,000 Lacs. Further, the Company has also given loans and advances aggregating to Rs. 4,696.78 Lacs (previous year Rs. 1,567.44 Lacs) to BMPL. As per the latest audited balance sheet of BMPL for the year ended March 31, 2012, the accumulated losses have partly eroded its net worth. However, no provision for diminution in the value of the investment is necessary in view of the investment being long term and of strategic importance and the diminution in the value being on account of temporary factors.

2.5 EMPLOYEE BENEFITS

a) Defined Contribution Plans

Both the employees and the Company make pre-determined contributions to the provident fund. Amount recognized as expense amounts to Rs. 73.36 Lacs (previous year Rs. 71.22 Lacs)

b) Defined Benefit Plans

2.6 The Company has obtained shareholders approval vide resolution passed through postal ballot, results whereof were declared on February 18, 2011, to sell and transfer as a going concern, on slump sale basis on such terms and conditions as are negotiated by the Board and/or the Managing Director, it's Mobile, Internet and Education division (Collectively the "Undertakings") at not less than fair value determined by an independent firm of Chartered Accountants or any other professional valuer and with effect from such date and in such manner as may be determined by the Board and/ or the Managing Director. During the year, the Company has entered into binding business transfer agreements, to sell its Mobile and Education division for a consolidated sum of Rs. 837.00 Lacs, based on fair value determined by an independent firm of Chartered Accountants. As per the terms of the agreements, the transactions would be effective on receipt of full consideration within a period not exceeding a period of 90 days from the date of the agreements. Accordingly, the net consideration of Rs. 824.80 Lacs has been accounted in the last quarter of the current year as "other operating income". The Management of the Company has decided to retain the internet division within the Company. The disclosures as required by AS 24 are as under:

b) The Company has also taken certain premises on cancellable operating lease basis.

c) Amount of lease rentals charged to the profit and loss account in respect of operating leases is Rs. 726.78 Lacs (previous year Rs. 782.74 Lacs).

2.7 SEGMENT INFORMOTION

A) Information about primary segments

The Company has considered business segment as the primary segment for disclosure. The reportable business segments are as under:

a) Commissioned Programmes : Income from sale of television serials to channels

B) Segment information for secondary segment reporting (by geographical segment).

The Company operates under one geographical segment and hence disclosures relating to geographical segment are not given.

2.8 Shareholders vide resolution passed through postal ballot, results whereof were declared on February 18, 2011, amended the objects clause of the Company to allow the Company to carry on inter-alia the business of providing financial services and other similar businesses. Subsequently, the Company management has decided to set up and sponsor Private Equity / Venture Capital Funds focusing on the Media & Entertainment and Education industry. Accordingly, the Company has committed to invest in two funds, set up by "Indus Balaji Investor Trust" and "Indus Balaji Education Investor Trust", both of which are Domestic Venture Capital Funds registered with SEBI. The Company has committed to invest upto Rs. 4,000 Lacs towards class A Units in 'Emerging Markets Media and Entertainment Opportunities Fund I-A', a Scheme of Indus Balaji Investor Trust. Of this, the first installment of Rs. 800.00 Lacs was invested during the financial year. The Company has a future commitment of upto Rs. 3,200 Lacs.

2.9 The figures of the previous year have been regrouped wherever necessary to correspond with those of the current year in-line with the Revised Schedule VI to the Companies Act, 1956.


Mar 31, 2011

1. The Company has investments in 30,000,000 equity shares of its 100% subsidiary Balaji Motion Pictures Limited (BMPL) at cost of Rs.3,000 Lacs. As per the latest audited balance sheet of BMPL for the year ended March 31, 2011, the accumulated losses have partly eroded its net worth. However, no provision for diminution in the value of the investment is necessary in view of the investment being long term and of strategic importance and the diminution in the value being on account of temporary factors

Notes:

There are no provision for doubtful debts, amounts written off or written back during the year in respect of debts due from or due to related parties

II. Column number represents,

1. Subsidiary companies

2. Key management personnel

3. Relative of key management personnel

9. Segment Information

(A) Information about primary segments

The Company has considered business segment as the primary segment for disclosure. The reportable business segments are as under: (a) Commissioned Programmes : Income from sale of television serials to channels

(B) Segment information for secondary segment reporting (by geographical segment)

The Company has two reportable geographical segments based on location of customers i) Revenue from customers within India - loca

2. Lease Transactions

b) The Company has also taken certain premises on cancellable operating lease basis

c) Amount of lease rentals charged to the Profit and Loss Account in respect of operating leases is Rs. 807.58 Lacs (previous year Rs. 875.18 Lacs).

3. Employee Benefits

a) Defined Contribution Plans

Both the employees and the Company make predetermined contributions to the provident fund. Amount recognised as expense amounts to Rs. 88.94 Lacs (previous year Rs. 75.48 Lacs)

4. Discontinued Operations

The Company has obtained shareholders approval via resolution passed through postal ballot on February 18, 2011 to sell and transfer as a going concern, on slump sale basis on such terms and conditions as are negotiated by the Board and/or the Managing Director, it's Mobile, Internet and Education Divisions (Collectively the "Undertakings") at not less than fair value determined by an independent firm of Chartered Accountants or any other professional valuer and with effect from such date and in such manner as may be determined by the Board and/ or the Managing Director. The Board and/ or the Managing Director has also been authorised to do such acts, deeds and things for completing the sale and transfer of the Undertakings. Accordingly, the above undertakings are considered as 'discontinuing operations' in terms of Accounting Standard 24 on 'Discontinuing Operations' (AS 24)

5. As per information available with the Company, none of the creditors have confirmed that they are registered under the Micro, Smal and Medium enterprises Development Act, 2006. Accordingly, disclosure as required by the said Act is made on that basis

6. Figures of the previous year have been regrouped wherever necessary to correspond with those of the current year.


Mar 31, 2010

1. The Company has investments in wholly owned subsidiary Balaji Motion Pictures Limited (BMPL) aggregating to Rs. 3,000 Lacs. Further, the Company has also given interest free loans to BMPL aggregating to Rs. 3,453.09 Lacs. As per the latest audited balance sheet of BMPL for the year ended 31st March, 2010, the accumulated losses have substantially eroded its net worth. However, BMPL expects to release two movies in the next year, the production of which is already completed and is also in advanced stages of discussion with parties for additional movie ventures. Accordingly, no provision for diminution in the value of the investment and loans given is considered necessary at this stage in view of the investment being long term and of strategic importance and the diminution in the value being on account of temporary factors as aforesaid.

2. Related Party Disclosures

Notes:

I. There are no provision for doubtful debts, amounts written off or written back during the year in respect of debts due from or due to related parties.

II. Column number represents,

1. Subsidiary companies

2. Key management personnel

3. Relative of key management personnel

3. As per information available with the Company, none of the creditors have confrmed that they are registered under the Micro, Small and Medium enterprises Development Act, 2006. Accordingly, disclosure as required by the said Act is made on that basis.

4. Figures of the previous year have been regrouped wherever necessary to correspond with those of the current year.

 
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