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Directors Report of Gujarat Terce Laboratories Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 30th Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015.

FINANCIAL HIGHLIGHTS

2014-15 2013-14

Gross Income 26,80,79,109 29,41,22,481

Profit Before Interest and Depreciation 82,50,413 1,08,25,880

Finance Charges (41,10,679) (40,79,352)

Depreciation (15,83,139) (33,35,137)

Exceptional items (Dep. Written back due to change in method) 379,350 -

Net Profit Before Tax 29,35,945 34,11,391

Tax Expenses (20,22,600) (10,06,163)

Net Profit After Tax 9,13,345 24,05,228

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Net revenue from combined operations for the year ended 31st March, 2015 was Rs. 264,811,381/- representing a decrease of 8.20% over the previous year. Profit before tax for the year was at Rs. 29,35,945/- representing decrease of 13.94% over the previous year.

CHANGE IN NATURE OF BUSINESS, IF ANY

Your Company continues to operate in same business segment as that of previous year and there is no change in the nature of the business

DIVIDEND

In order to conserve the resources of the Company, the Board of directors has not recommended any dividend for current year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of Directors proposed to carry nil amounts to General Reserve Account and an amount of Rs 9.13 Lacs has been retained in profit & loss Account.

CHANGES IN SHARE CAPITAL, IF ANY

There is no change in share capital of the Company during the Year.

MATERIAL CHANGES AND COMMITMENTS

Material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the report, are nil

BOARD AND AUDIT COMMITTEE

During the Financial Year 2014-15, the Company held four meetings of the Board of Directors as per Section 173 of Companies Act, 2013 and four meetings of the Audit Committee.

All the recommendations made by the Audit Committee during the year were accepted by the Board.

The details of the constitution and meetings of the Board and the Audit Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178 (1) of the Companies Act, 2013 the Company has constituted Nomination And Remuneration Committee, details of which are given in Corporate Governance report which forms part of annual report.

RATIO OF REMUNERATION TO EACH DIRECTOR

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is annexed as annexure-1.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 at the end of the financial year and of the profit and loss of the company for that period;

c) 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;

d) The directors had prepared the annual accounts on a going concern basis; and

e) 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.

f) 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.

DIRECTORS and KMP

In accordance with the Clause 65 of the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Amritbhai Prajapati (DIN- 00699001) would retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment

During the current financial year the following changes have occurred in the constitution of directors of the company:

Sr. No. Name Designation Date of appointment

1. Mrs. Chhayaben Ashwinbhai Shah Non Executive Director 31/03/2015

Mrs. Chhayaben Ashwinbhai Shah holds the position till this AGM. The Board has issued the notice for her reappointment and recommends her resolution for the approval of the shareholders at AGM

INDEPENDENT DIRECTORS AND DECLARATION

Mr. Kanubhai S. Patel, Mr. Jayntibhai S Prajapati and Mr. Gordhanbhai G. Patel have been appointed as the independent director of the company as per Section 149(10) of the Companies Act, 2013 on 27/09/2014 for a term of 5 consecutive years on the Board of the Company and it is also proposed to appoint Ms. Chhayaben A. Shah as Independent Director of the Company w.e.f. 31st March, 2015 for a term of five consecutive years on the board of the Company.

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

FAMILIARIZATION PROGRAM

Since all independent directors are associated with the company for more than 5 (Five) years, the company has not conducted familiarization program for independent director.

AUDITORS AND REPORT THEREON

M/s USS & Associates, Chartered Accountants, Ahmedabad (FRN 122634W)retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of four years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 34thAGM

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

The Auditors' Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal.

SECRETARIAL AUDIT REPORT

The Company has appointed M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmedabad as Secretarial Auditor to conduct audit under section 204 of the Companies Act, 2013.

There are qualifications or adverse remarks in the Secretarial Audit Report which require clarification/ explanation.

Remarks Explanation

Non-compliance of section 203 of the Companies Act, 2013 No Company Secretary like to join midsize Company.

The Secretarial Audit Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal.

DEPOSITS

The company has not accepted any deposits during the year. Information relating to deposits, covered under Chapter V of the Act is nil. There are no deposits which are not in compliance with the requirements of Chapter V of the Act

LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

RELATED PARTY TRANSACTIONS

The Company has entered into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and approval of the Board of Directors was obtained wherever required. Transactions entered with the related parties are attached in form AOC-2 as Annexure-2.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A. Conservation of energy:

The company has not made any investment and taken any specific measure to reduce energy cost per unit. However, it intends to conserve energy for future generation.

B. Technology absorption:

There is no research and development activity carried out by the company.

C. Foreign exchange earnings and Outgo

Particulars Current Year Previous year

Earnings 10,10,396 10,32,820

Outgo - -

RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

- Provide an overview of the principles of risk management

- Explain approach adopted by the Company for risk management

- Define the organizational structure for effective risk management

- Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

- Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company's human, physical and financial assets.

INTERNAL CONTROL SYSTEM

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter Information Technology controls. Internal audits of the Company are regularly carried out to review the Internal Control Systems. Internal Audit Department has verified the key Internal Financial Control by reviewing key controls impacting financial reporting and overall risk management procedures of the Company and found the same satisfactory. It was placed before the Audit Committee of the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal financial control is in place commensurate with the size of the Company

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, 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 Audit, Nomination & Remuneration Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the Certificate of the Auditors, M/s. Pinakin Shah & Co., confirming compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges forms part of the Board Report.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

SHARES IN SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

ii. Number of shareholders who approached issuer for transfer of shares from suspense account during the year: Not Applicable

iii. Number of shareholders to whom shares were transferred from suspense account during the year: Not Applicable

iv. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

v. That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year Nil

ii. Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable

iii. Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable

iv. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year: Nil

MATERIAL VARIATIONS

The material variations between the projections and the actual utilization/profitability are as follows: Nil

CODE OF CONDUCT

The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied in words and spirit. The compliance on declaration of code of Conduct signed by Chairman and Managing Director of the Company is included as a part of this Annual Report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed as annexure-3 herewith for your kind perusal and information.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report forms part of this Annual Report.

ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No orders were passed by the regulators or courts or Tribunals impacting the going concern status and company's operation in future.

ACKNOWLEDGEMENT

The Board places on record their appreciation of the support of all stakeholders.

By order of the Board

Shri Natwarbhai Prajapati

Date : 14/08/2015 Chairman & Managing Director

Place: Ahmedabad DIN:00031187

Registered office:

122/2 Ravi Estate, Bileshwarpura,

Chhatral

Gandhinagar-382729


Mar 31, 2014

The Members,

The Directors are pleased to present the Twenty Ninth Annual Report and the Audited Accounts for the financial year ended March 31, 2014.

Summary of the Financial Results [Rs in Lacs]

2013-14 2012-13

Gross Income 2941.22 8601.63

Depreciation 33.35 31.69

Profit/Loss after Depreciation 34.11 27.16

Tax- Current 4.40 5.17

Deferred 5.65 3.04

Profit/loss after tax 24.05 18.94

Financial Performance

Net Revenue from combined operations for the year ended March 31, 2014 was Rs 2884.63 lacs representing a decrease of 63.49 per cent over the previous year.

Profit before tax for the year was at Rs. 34.11 lacs representing an increase of 25.60 per cent over the previous year.

Appropriations Dividend

The Company has not recommended any dividend for current year.

Transfer to Reserves

The Board has recommended a transfer of Rs. (NIL) to General Reserve and an amount of Rs. 24.05 lacs has been retained in statement of Profit and Loss.

Listing of Shares

The Company''s share continues to remain listed with the Bombay Stock Exchange, where the shares are actively traded.

Management Discussion and Analysis

Management Discussion and Analysis has been reviewed by the Audit Committee and the same forms a part of the Annual Report.

Corporate Governance

The Company is committed to good corporate governance in line with the Listing Agreement. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with the Bombay Stock Exchange Limited.

A certificate of compliance from M/s Pinakin Shah& Co., Ahmedabad [FCS: 2562], a practicing Company Secretary and the report on Corporate Governance form part of this Directors'' Report.

Directors

Shri Natwarbhai P. Prajapati [DIN 00031187] retires at the 29thAnnual General Meeting and has offered himself for re- appointment. It is also proposed to appoint Shri Kanubhai S Patel [DIN 00031218], Shri Gordhanbhai G. Patel [DIN 00709521] and Shri Jayantibhai S Prajapati [DIN 02608139] as Independent Directors of the Company for a term up to five years, at the forthcoming Annual General Meeting.

Necessary Resolutions for the appointment of the aforesaid Directors have been included in the Notice convening the ensuing Annual General Meeting and details of the proposals for appointment of Independent Directors are mentioned in the explanatory statement to the Notice.

Statutory Disclosures:

Energy, Technology Absorption and Foreign Exchange

A. Conservation of Energy

a. The company has not made any investment [for energy conservation] and taken any specific measures to reduce energy cost per unit. However, it intends to conserve energy for future generation.

b. Part A pertaining to conservation of energy is applicable to the Company.

B. Technology Absorption

There is no Research and Development activity carried out by the Company.

C. Foreign Exchange Earnings and Outgo

The Company has earned total foreign exchange of Rs. 10.32 Lacs by way of exports in the year 2013-14 (7.24 lacs P.Y).

Personnel

The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011 is nil.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) Appropriate accounting policies have been selected and applied consistently and have made judgements 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 March 31, 2014 and of the profit of the Company for the year ended March 31, 2014;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

Cash Flow

A Cash Flow statement for the year ended on 31st March, 2014 is attached to the Balance Sheet.

Auditors

M/s. Pary & Co., Chartered Accountants, Ahmedabad [Firm Registration No: 007288C] were appointed as the statutory auditors of the Company for ûnancial year 2013-14 at the 28thAnnual General Meeting of the Company held on 30/09/2013. M/s. Pary & Co., Chartered Accountants, Ahmedabad [Firm Registration No: 007288C] have been the Auditors of the Company since 2009-10 and have completed a term of 5 years. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years and has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In view of the above, M/s. Pary & Co., Chartered Accountants, Ahmedabad [Firm Registration No: 007288C], being eligible for re-appointment, offer themselves for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors propose their reappointment as the statutory auditors of the Company. However they will be eligible for reappointment for a maximum period of five years to hold office from the conclusion of this Annual General Meeting.

Cost Audit

As per the requirements of Central Government and pursuant to Section 148 of the Companies Act, 2013, the audit of the cost accounts relating to Pharma and Metal sector is carried out. M/s Koushlya Melwani, Cost Accountants, Ahmedabad, was appointed as Cost Auditor relating to Metal and Pharma Division for the year ended on 31st March, 2014.

Explanation to comments on Auditors'' Report

i. Delay in payment of statutory dues:

The auditors have qualified their report in respect of delay in payment of certain dues. It is always our endeavor to pay all statutory dues within the prescribed limit. The delay, as reported was not intentional and was for a few days.

ii. Petition under Section 397 and 398 of the Companies Act, 1956:

The note of the Independent Auditor as mentioned at Clause (xxi) of Annexure two of the Independent Auditor''s Report is self- explanatory. The members are requested to refer point 1.28 of the Notes forming part of the Financial Statement wherein the sequence of events in respect to restoration of 4566 sq. mts. of factory land located at Block/ Survey no. 140, Ramnagar, Ta: Kalol, Dist: Gandhinagar were mentioned. Since, the fixed assets and other assets were restored to the Company there is no financial loss suffered by the Company. The Hon''ble Company Law Board, Mumbai has disposed off the matter with liberty to apply, if any difficulty arises in the implementation of the consent terms.

The necessary disclosures were also made to BSE vide intimation dated 14/08/2013, 31/10/2013, 14/02/2014 and 30/ 05/2014 .

Fixed Deposits

No fixed deposits were accepted from the public during the year. The Company does not have any unclaimed or overdue deposits as of date.

Insurance

The Company''s assets are adequately insured against major risks.

Acknowledgement

The Board appreciates and places on record the contribution made by employees to the sustained satisfactory business performance during the period under review. The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, customers, suppliers, the medical fraternity and business partners, all of whom have contributed to the Company''s success.

For and on behalf of the Board

Place:Ahmedabad Shri Natwarbhai P. Prajapati Date :07/08/2014 Chairman & Managing Director

Registered Office: 122/2, Ravi Estate, Bileshwarpura, Chhatral Dist: Gandhinagar.


Mar 31, 2010

The Directors are pleased to present the Twenty Fifth Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2010.

FINANCIAL RESULTS:

2009-10 2008-09

(Rs. in Lac) (Rs. in Lac)

Gross Income 1872.42 1687.54

Profit before Depreciation & Tax 48.29 23.49

Depreciation 18.74 17.03

Profit after Depreciation 29.55 6.46

Tax- Current 4.28 5.84

Deferred 12.26 -2.22

Profit after tax 13.02 2.84

Profit brought forward from previous year. 49.74 46.91

Balance Carried To Balance Sheet 62.76 49.74

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance system of the Company is provided in the Annual Report.



DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-Section (2AA) of Section 217 of Companies Act1956 the Board of Directors of the Company hereby state and confirm that: (i) in preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) We have selected such accounting policies and applied them consistently 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 at end of the financial year and of the profit or loss of the Company for that period;

(iii) We have 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) We have prepared the annual accounts on a going concern basis.

DIRECTORS

Shri Kanubhai S. Patel and Shri Gordhanbhai G. Patel retire by rotation at the ensuing Annual General Meeting and, being eligible, offers themselves for reappointment.

AUDITORS AND AUDITORS REPORT:

The retiring Auditor M/s Pary & Co, Chartered Accountants, Ahmedabad has indicated their willingness to continue as auditor of the Company. It is proposed to reappoint M/s Pary & Co., Chartered Accountants, Ahmedabad as auditors of the Company till the conclusion of Twenty Sixth Annual General Meeting. The Company has received certificate from auditor to the effect that the reappointment if made, would be within prescribed limit under Section 224 (1-B) of the Companies Act, 1956. EXPLANATION TO COMMENTS OF AUDITORS REPORT: The auditors have qualified their report in respect of retirement benefits, foreign currency transaction and doubtful debts.

a) The gratuity liability could not be worked out since company is not having the availability of actuary services.

b) The management has not considered the profit of exchange rate fluctuation under the principles of conservatism.

c) The provision for bad & doubtful debt is not made as the matters are under dispute.

d) The Company does not owe any amount to small & micro enterprise. FIXED DEPOSITS:

The Company has not accepted any deposits from the public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy

I. The company has not made any investment [for energy conservation] and taken any specific measures to reduce energy cost per unit. However, it intends to conserve energy for future generation.

II. Part A pertaining to conservation of energy is applicable to the Company. Power and fuel consumption :

I. Electricity Current Year Previous Year

- Purchased

Unit 27360 12420

Total Amount 194426 96218

Average Cost 7.11 7.75

Per unit of Production 0.0154 0.0388

- Own generation: N.A.

NOTE : The Company has not used coal/furnace oil as fuel during the year and has not generated electricity internally.

B. Technology Absorption

There is no Research and Development activity carried out by the Company.

C. Foreign Exchange Earnings and Outgo:

The Company has earned total foreign exchange of Rs. 7.21 Lac by way of exports in the year 2009-10 and no amount was

spent on import of raw material, traveling expenses and other matters. PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time is nil. ACKNOWLEDGMENTS:

The Board expresses their appreciation for continued co-operation and support extended to the Company by Bank of Baroda and customers. The Board also thanks the Medical Profession, the Trade and Consumers for their patronage of the Companys products. The Board also records its deep appreciation of the creditable services rendered by the Companys employees at all levels.

For and on behalf of the Board of Directors

29th June, 2010 Registered office: 122/2, Ravi Estate, Shri N.P. Prajapati Bileshwarpura, Chhatral Dist: Gandhinagar Managing Director

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