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Auditor Report of Modipon Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Modipon Limited ("the Company") which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

Basis for Qualified Opinion

1. Balance confirmation certificates were not obtained by the Company from creditors, house/shop security depositors and fixed deposits with bank including interest accrued on these deposits and of inoperative current accounts with banks etc. since September 30, 2007 and consequently adjustments required, if any, has not been carried out in the financialresults{Note no. 18(B)(2)}.

2. (a)The company has not provided interest of Rs. 1000.54 Lakhs upto March 31, 2008 on overdue amounts payable to a supplier resulting in understatement of liabilities and debit balance of reserve and surplus by Rs. 1000.54 Lakhs each and (b) the amount of interest to be provided for in the books of account for the period April 1, 2008 to March 31, 2014 has not been ascertained {Note no. 18(B)(4)}.

3. The amount of interest to be provided for in the books of account, if any, for the period April 1, 2007 to March 31, 2014 to Small and Micro enterprises has not been ascertained {Note no. 18(B)(7)}.

4. During the year ended March 31, 2009, the company has sold 68,042 sq. yds. of its vacant land at Modinagar for Rs. 1021.15 Lakhs (original cost Rs. 1.95 Lakhs) for which the approval of bank is pending {Note 18B(11b)}.

5. During the year 2011-12, the company has given physical possession of its vacant 59 ( 53 as on March 31, 2014) houses located at Modinagar, Uttar Pradesh to a lender i.e. Ashoka Mercantile Limited (AML), a related party, (balance outstanding of loan taken from AML as on March 31, 2014 as per books of account: Secured loan Rs. 157.13 Lakhs and Unsecured loan Rs. 1251.85 Lakhs) for use without any charges / rent / security deposit and no lease rent agreement has been entered into with AML. The company contends that the temporary possession of houses for use without charges was given to AML as the company was unable to repay the loans taken from AML {Referfoot-note to note no. 18B(16)}.

6. We are informed by the Company that the factory buildings at Modinagar mortgaged to banks have been demolished and disposed of during the year 2011-12 by Ashoka Mercantile Limited (AML), a related party, and the book value of factory buildings amounting to Rs. 50 Lakhs has been charged to Statement of Profit and Loss as an exceptional item during the year 2011- 12. The management, based upon its assessment and legal advice received, contends that the sale of movable assets to AML approved by the Debt Recovery Tribunal (DRT) on 23.11.2009 also included factory buildings whereas the DRT vide its order dated 23.11.2009 gave direction that AML shall be entitled to possession of the movable assets, dismantling and removal thereof and it is clarified that AML shall not be entitled to demolish the building except to the extent of taking out the fixtures and structure.

In view of the above, we are of the opinion that the company should obtain post-facto approval / clarification again from DRT and / or bank in this matter.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in paragraphs 2a above and possible effects of the matters described in paragraphs 1, 2b, 3 to 6 above in the ''Basis for Qualified Opinion'' paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Emphasis of Matter

1. The above financial results of the company for the year ended March 31, 2014 has not been prepared on a going concern basis since the company has closed its manufacturing operations since May 19, 2007 (closure of factory w.e.f. September 8, 2007) on account of huge losses incurred and sale of entire plant & machinery during the year ended March 31, 2010. Adjustments relating to recoverability of most of the recorded asset amounts have been made in the accounts. {Refer note no. 18(B)(3)}.

2. (i) As stated in note {18(B)(13e)}, the amounts paid by the assignee i.e. Ashoka Mercantile Limited (AML), a related party, to Abu Dhabi Commercial Bank (ADCB) on account of one time settlement (OTS) of dues of the bank was accounted for in the books of the Company to the extent of OTS amount paid to the ADCB by AML and the balance amount of Rs. 153.92 Lakhs is still lying unallocated under unsecured loans in view of pending successful implementation of OTS of the dues of Punjab National Bank as the settlement of assigned dues with AML is linked to the OTS of dues with PNB.

(ii) As stated in note no. 18(B)(13d)(i), the amounts paid to Karnataka Bank by Ashoka Mercantile Limited (AML), a related party, during the year ended March 31, 2012, on account of OTS of dues of the bank was accounted for in the books of the Company to the extent of OTS amount paid to the Karnataka Bank by AML and the balance amount of Rs. 339.20 Lakhs is still lying unallocated under unsecured loans in view of pending successful implementation of OTS of the dues of Punjab National Bank as the settlement of dues with AML is linked to the OTS of dues with PNB.

(iii) As stated in note no. 18(B)(13d)(ii), the part payment made to Bank of Baroda by Ashoka Mercantile Limited (AML), a related party, during the year ended March 31, 2013 on account of OTS of dues of the bank was accounted for in the books of the Company to the extent of OTS amount paid to the Bank of Baroda by AML and the company and the balance amount of Rs. 232.04 Lakhs is still lying unallocated under unsecured loans in view of pending successful implementation of OTS of the dues of Punjab National Bank as the settlement of dues with AML is linked to the OTS of dues with PNB.

3. Punjab National Bank has approved the OTS of its dues on April 2, 2014 as stated in note 18(13)(b) and the OTS scheme is presently under implementation and the last instalment as per OTS scheme falls due on March 28, 2015. In view of the above, since the existing outstanding amount in the books of account of the Company is more than the OTS amount by Rs. 183.90 Lakhs, no provision has been made for interest in the books of account for the year ended March 31,2014. Had the interest been provided as per the original terms, there would be short provision of interest on cash credit amounting to Rs. 304.93 Lakhs for the current year (upto March 31,2014 Rs. 1004.95 Lakhs) {Note no. 18(B)(13c)}.

4. As mentioned in note no. 18(B)(14)ofannualaccounts, the sale of agricultural land admeasuring 40,827 Sq. mtrs has been approved by the Debt Recovery Tribunal in its order dated 19.05.2011 to M/S GDC Buildcon (P) Ltd subject to receipt of payment of Rs. 425 Lakhs to be deposited directly with the Tribunal. Balance sale consideration of Rs. 405 Lakhs was paid by the buyer directly towards OTS dues of Bank of Baroda and physical possession of land has been given to the buyer and the sale of above land has been accounted for by the Company during the year ended March 31, 2013. The Company has filed an affidavit in DRT stating the above facts.

Our opinion is not qualified in respect of matters mentioned at 1 to 4 above.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e. On the basis of written representations received from the Directors as on March 31,2014 and taken on record by the Board of Directors, we report that none of the Directors from whom written representations were received,is disqualified as on March 31,2014 from being appointed as a Director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441Aof the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER

"Report on Other Legal and Regulatory Requirements"

PARAGRAPH OF AUDITORS'' REPORT OF EVEN DATE

I. (a) The Company has not maintained proper records showing full particulars including quantitative details and situation ofits Axed assets.

(b) The Fixed Assets of the Company have not been physically verified by the management during the previous seven years period ended March 31, 2014.

(c) Substantial part of the Fixed Assets of the Company were disposed off during the year 2009-10 in view of closure of manufacturing operations and the Company is not a going concern.

II. There is no inventory at the year end. Accordingly, the provisions of clause 4(ii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

III. In respect of Loan amounting to Rs. 70.31 Lakhs granted in earlier year to a Company covered in the register maintained u/s 301 of the Companies Act, 1956, our observations are as under:

Unsecured interest free loans amounting to Rs. 70.31 Lakhs, due from a Company which has been declared a Sick Industrial Undertaking, is receivable after the rehabilitation period. However, full provision for doubtful amount has been made.

IV. There were no purchases and sale of inventory during the current year. In regard to sale of land and buildings and connected expenses incurred to promote sale of properties, internal control procedures, including obtaining appropriate supporting evidences / approvals / quotations / prevailing market prices etc., were not obtained / adequate and, in our opinion, internal control procedures in respect of these matters needs to be laid down and implemented to make them commensurate with the nature and amount of transactions.

V. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered during the current year in the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanations given to us, the transactions made during the current year in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

VI. In our opinion and according to the information and explanations given to us, the Company has not complied with the provision of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975 since there were defaults in the repayment of deposits on the due dates and we are informed by the company that the existing deposits of Rs. 25.67 Lakhs as on 31st March, 2014 are unclaimed by the depositors which we are unable to verify. Further, the defaults in the repayment of deposits received from depositors was not intimated to the Company Law Board as required by section 58AA(1) of the Companies Act, 1956. We are informed that the investments as required under Rule 3A of the Companies (Acceptance of Deposits) Rules, 1975 have not been made in view of the stay granted by the Hon''ble Allahabad High Court. As per information and explanations given to us, no order has been passed by the Company Law Board, Company Law Tribunal or Reserve Bank of India or any Court or any other tribunal on the Company.

VII. The Company has no internal audit system and no internal audit has been conducted since October 1, 2007.

VIII. No cost records are required to be maintained by the Company since the manufacturing operations were closed in the year 2007.

IX. In respect of statutory dues:

(a) According to the information and explanations given to us and the records of the Company examined by us, the Company was generally regular in depositing with appropriate authorities undisputed statutory dues including contribution for employees state insurance, income-tax including tax deducted at source and cess applicable to it.

(b) According to the information and explanations given to us, undisputed amounts payable in respect of trade tax / sales tax dues as at March 31, 2014 for a period of 6 years from the date they became payable are Rs. 4.45 Lakhs.

(c) According to the records of the Company and based on information and explanations furnished to us, the following sales-tax, income-tax, custom duty, excise duty and cess dues were not deposited on account of disputes pending at various forums:

Nature of Forum where matter is Financial Year to Gross Dues pending which the amount Amount relates (Rs. in lakhs)

Sales Tax High Court 1991-92 1.41 Asst. Commissioner 2005-06& 1.35 2006-07 Addl. Commissioner 2005-06 to 27.43 2007-08

Dy. Commissioner (Asst) 2004-05 94.30

Custom Assistant Commissioner 1982-83 74.66 Duty Appellate Tribunal 2002-03 19.39

Water tax Addl. Civil judge, 1997-98, 7.11 Ghaziabad 1998-99

Excise Law Commissioner Appeal, 1983-84 115.75 Ghaziabad

Income-tax High Court 2006-07 to 207.33 Act 2008-09

ITAT / Commissioner of 2006-07 to 609.60 Income -tax (Appeals) 2008-09

X In our opinion, as per the books of account, the accumulated losses of the Company at the end of the current financial year are more than 100% of its net worth. The Company has earned cash proft in this financial year as well as in the preceding financial year also.

XI. In our opinion, and according to the information and explanations given to us, the details of defaults in repayment of dues to a bank are as under:

Cash credit/working capital demand loan taken from Punjab National Bank amounting to Rs. 1893.90 Lakhs as on March 31, 2014 as per books of account i.e. excluding un-provided interest of Rs. 1004.95 Lakhs as on March 31, 2014 are out of order. Loan was classified by the bank as non-performing asset before March 31, 2009, already taken symbolic possession of the assets of the company and also sold all movable assets of the Company. The bank has now approved the OTS of its dues on 2nd April, 2014 as stated in note 18B(13)(b) and the OTS scheme is presently under implementation and the last instalment as per oTs scheme falls due on March 28, 2015.

XII. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of any security by way of pledge of shares, debentures and other securities.

XIII. The provisions of any special statute as specified under Clause 4(xiii) of the Order are not applicable to the Company.

XIV. As the Company is not dealing in or trading in shares, securities, debentures and other investment, the provision of clause 4(xiv) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

XV. In our opinion, and according to the information and explanations given to us, during the current year, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions which are prejudicial to the interest of the Company. However, in the past, the Company had given guarantees/ undertakings as mentioned in Note no. 18(B)(1c) of Annual Accounts in respect of certain Companies (which presently have become Sick Industrial Undertakings and are yet to be rehabilitated or are under liquidation) to banks and government authorities.

XVI. In our opinion, and according to the information and explanations given to us, no term loans were taken during the current year. Accordingly, the provision of clause 4(xvi) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

XVII. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds raised on short-term basis during the current year have been used for long-term investment i.e. payment of OTS dues ofa bank.

XVIII. The Company has not made any preferential allotment of shares during the year.

XIX. The Company has not issued any debentures during the year.

XX. During the period covered by our audit report, the Company has not raised any money by way of public issues.

XXI. To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of audit.

For P.R.MEHRA& CO., Chartered Accountants (Regn. No. 000051N) Sd/- (Ramesh Chand Goyal) Place : New Delhi Partner Dated: May 19, 2014 M.No.012628


Mar 31, 2012

(1) We have audited the attached Balance Sheet of Modipon Limited as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

(2) We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

(3) As required by the Companies (Auditors' Report) Order, 2003 issued by Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

(4) Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(ii) On the basis of written representations received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors from whom written representations were received is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

(5) The above financial results of the company for the year ended 31st March, 2012 has not been prepared on a going concern basis since the company has closed its manufacturing operations since 19th May, 2007 (closure of factory w.e.f. 8th September, 2007) on account of huge losses incurred and sale of entire plant & machinery during the year ended 31st March, 2010. Adjustments relating to recoverability of most of the recorded asset amounts have been made in the accounts. {Refer note no. 18(B)(3)}.

(6) Balance confirmation certificates were not obtained by the company from creditors, house/shop security depositors and banks (for cash credit balance, interest accrued on cash credit, appropriation of amount of sale consideration of movable assets received by banks towards principal & interest on cash credit and fixed deposits with banks including interest accrued on these deposits and of inoperative current accounts with banks) etc. since 30th September, 2007 and consequently adjustments required, if any, has not been carried out in the financial results.{Note no. 18(B)(2)}. Further, amount received of Rs. 361.86 Lakhs during the year ended 30th September, 2007 from Modipon Welfare Trust (MWT) was treated as revenue during the year ended 31st March, 2009 for which the confirmation of MWT regarding nature of payments made to the company as well as balance confirmation letters as on 31st March, 2009 and onwards have not been received till date. {Note no. 18(B)(11c)}.

(7) Managing Director's remuneration paid of Rs. 2.71 Lakhs w.e.f. 12th February, 2007 to 31st May, 2007 is subject to the approval of the Central Government. {Note no. 18(B)17)}.

(8) (a)The company has not provided interest of Rs.1000.54 Lakhs upto 31st March, 2008 on overdue amounts payable to a supplier and (b) the amount of unprovided interest for the period 1st April, 2008 to 31st March, 2012 has not been ascertained. {Note no. 18(B (4)}.

(9) The amount of unprovided interest, if any, for the period 1st April, 2007 to 31st March, 2012 to Small and Micro enterprises has not been ascertained. {Note no. 18(B)(7)}.

(10) Non-provision of interest on cash credit from banks amounting to Rs. 286.15 Lakhs for the current year (upto 31st March, 2012 Rs. 702.53 Lakhs). {Note no. 18(B)(13d)(v)}.

(11) During the year ended 31st March, 2009, the company has sold 68,042 sq. yds. of its vacant land at Modinagar for Rs.1021.15 Lakhs (original costRs. 1.95 Lakhs) for which the approval has not been obtained from banks to whom immovable properties of the company, including the above land, are charged.

(12) (i) As stated in note {18(B)(13e)}, the amounts paid by the assignee i.e. Ashoka Mercantile Limited (AML), a related party, to Abu Dhabi Commercial Bank (ADCB) on account of OTS of dues of the bank was accounted for in the books of the company to the extent of OTS amount paid to the ADCB by AML and the balance amount of Rs. 153.92 Lakhs is still lying unallocated under unsecured loans in view of pending settlement of the dues of Punjab National Bank as the settlement of assigned dues with AML is linked to the OTS of dues with PNB.

(ii) As stated in note no. 18(B)(13d) (iii), the amounts paid to Karnataka Bank by Ashoka Mercantile Limited (AML), a related party, during the year ended 31st March, 2012, on account of OTS of dues of the bank was accounted for in the books of the company to the extent of OTS amount paid to the Karnataka Bank by AML and the balance amount of Rs.339.20 Lakhs is still lying unallocated under unsecured loans in view of pending settlement of the dues of Punjab National Bank as the settlement of dues with AML is linked to the OTS of dues with PNB.

(13) The company gave an advance ofRs.100.00 Lakhs for purchase of property costing Rs.103.95 Lakhs and the same has been wrongly shown as unsecured loan to a corporate body instead of showing as capital advance under 'Long- term loans & advances' in the balance sheet as on 31st March, 2012.

(14) The company has given physical possession of its vacant 59 houses located at Modinagar, Uttar Pradesh to a lender i.e. Ashoka Mercantile Limited (AML), a related party, (balance outstanding of loan taken from AML as on 31st March, 2012 as per books of account: Secured loan Rs.157.13 Lakhs and Unsecured loan Rs.1070.04 Lakhs) for use without any charges / rent / security deposit and no lease rent agreement has been entered into with AML. The company contends that the temporary possession of houses for use without charges was given to AML as the company was unable to repay the loans taken from AML.

(15) We are informed by the company that the factory buildings at Modinagar mortgaged to banks have been demolished and disposed of during the current year by Ashoka Mercantile Limited (AML), a related party, and the book value of factory buildings amounting to Rs. 50 Lakhs has been charged to Statement of Profit and Loss as an exceptional item during the current year. The management, based upon its assessment and legal advice received, contends that the sale of movable assets to AML approved by the Debt Recovery Tribunal (DRT) on 23.11.2009 also included factory buildings whereas the DRT vide its order dated 23.11.2009 gave direction that AML shall be entitled to possession of the movable assets, dismantling and removable thereof and it is clarified that AML shall not be entitled to demolish the building except to the extent of taking out the fixtures and structure.

In view of the above, we are of the opinion that the company should obtain post-facto approval / clarification again from DRT and/ or banks in this matter.

(16) As mentioned in note no. 18(B)(14) of annual accounts, the sale of agricultural land admeasuring 40,827 Sq. mtrs has been approved by the Debt Recovery Tribunal in its order dated 19.05.2011 to M/S GDC Buildcon (P) Ltd subject to receipt of payment of Rs.425 Lakhs to be deposited directly with the Tribunal. Balance sale consideration of Rs.405 Lakhs is still awaited. Further, it is stated in the above mentioned note that pending receipt of entire sale consideration by the DRT, neither physical possession of land has been given to the buyer nor the sale of above land has been accounted for by the company during the year ended 31st March, 2012.

We are informed that some plots out of above land have been sold by the company at the request of M/S GDC Buildcon (P) Ltd which as per the legal opinion ( furnished by the company) is within the rights of the company and accordingly sale consideration is not accounted for by the company. We are of the opinion that the said sales are subject to the approval of DRT.

17. We further report that without considering paragraphs 6,7, 8(b),9 ,12,15 and 16 above, the effect of which could not be determined, had the observations made by us at paragraphs 8(a), 10 & 13 above been considered, the profit for the year of Rs.214.45 Lakhs would have converted into loss ofRs.71.70 Lakhs, negative figure of reserves would have been Rs.11,311.47 Lakhs as against the reported figure of Rs.9,608.40 Lakhs), long-term loans and advances would have been Rs.100.00 Lakhs (as against reported NIL figure) and short-term loans and advances would have been Rs.89.01 Lakhs (as against the reported figure of Rs.189.01 Lakhs) and trade payables would have been Rs.2,704.92 Lakhs (as against the reported figure of Rs.1,704.38 Lakhs).

18. Subject to the foregoing:

(i) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

(ii) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

(iii) In our opinion, the Balance Sheet, the Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred in sub-section (3C) of section 211 of The Companies Act, 1956 except for non-disclosure of deferred tax assets and liabilities.

(iv) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and other notes thereon including note no. 18(B)(1b) regarding disputed income-tax demands, give the information required by the Companies Act, 1956, in the manner so required except for non- disclosure of information relating to Micro, Small and Medium enterprises as stated in note no. 18(B)(7) and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

(b) in the case of Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(c) in the case of Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH (3) OF AUDITOR'S REPORT OF EVEN DATE

I. (a) The Company has not maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) The Fixed Assets of the company have not been physically verified by the management during the previous five years period ended 31st March, 2012.

(c) Substantial pari of the Fixed Assets of the Company were disposed off during the year 2009-10 in view of closure of manufacturing operations and the company is not a going concern. (Refer paragraph 5 of our main audit report).

II. There is no inventory at the year end. Accordingly, the provision of clause 4(ii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

III. In respect of Loans amounting to Rs.84.81 Lakhs granted in earlier years to two Companies, covered in the register maintained u/s 301 of the Companies Act, 1956, our observations are as under:

(i) Unsecured interest free loans amounting to Rs.70.31 Lakhs, due from a Company which has been declared a Sick Industrial Undertaking, is receivable after the rehabilitation period. However, full provision for doubtful amount has been made.

(ii) Unsecured, interest free loan amounting to Rs.14.50 Lakhs which was overdue from an erstwhile wholly owned subsidiary of the Company mentioned at (i) above, against which liquidation order has been passed, has been written off during the current year.

IV. There are no purchases and sale of inventory and purchase of fixed assets. Accordingly, the provision of clause 4(iv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

V. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered during the current year in the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanations given to us, the transactions made during the current year in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

VI. In our opinion and according to the information and explanations given to us, the Company has not complied with the provision of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975 with regard to the deposits accepted from the public since there were defaults in the repayment of deposits on the due dates and the existing deposits are overdue and are in excess of the limits prescribed under the Rules. Further, the defaults in the repayment of deposits received from depositors was not intimated to the Company Law Board as required by section 58AA(1) of the Companies Act, 1956. The investments as required under Rule 3A of the Companies (Acceptance of Deposits) Rules, 1975 have not been made in view of the stay granted by the Hon'ble Allahabad High Court. As per information and explanations given to us, no order has been passed by the Company Law Board, company law tribunal or Reserve Bank Of India or any Court or any other tribunal on the Company.

VII. The Company has no internal audit system and no internal audit has been conducted since 1st October, 2007.

VIII. No cost records are required to be maintained by the Company.

IX. In respect of statutory dues:

(a) According to the information and explanations given to us and the records of the company examined by us, the company was generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income-tax including tax deducted at source and cess applicable to it except for few minor delays in deposit of TDS, PF and FPS dues.

(b) According to the information and explanations given to us, undisputed amounts payable in respect of trade tax/sales tax dues as at 31st March, 2012 for a period of 5 years from the date they became payable are Rs.4.45 Lakhs.

(c) According to the records of the company and based on information and explanations furnished to us, the following sales-tax, income-tax, custom duty, excise duty and cess dues were not deposited on account of disputes pending at various forums:

Nature of Forum where matter is Financial Year to Gross Dues pending which the amount Amount relates (Rs. in lakhs)

Sales Tax High Court 1991-92 1.41

Dy. Commissioner 2005-06 & 15.00

Additional Commissioner 2006-07 94.30

(Appeal) 2004-05

Custom Assistant Commissioner 1982-83 74.66 Duty

Appellate Tribunal 2002-03 19.39

Water tax Addl. Civil judge, 1997-98, 1998-99 7.11 Ghaziabad

Excise Law Commissioner Appeal, 1983-84 115.75 Ghaziabad

Income-tax High Court 2006-07 to 207.33 Act Commissioner of 2008-09 662.91

Income-tax (Appeals) 2006-07 to 2008-09

Grand Total 1197.86

X. In our opinion, as per the books of account, the accumulated losses of the Company at the end of the current Financial Year are more than 100% of its net worth. The Company has incurred cash losses in this financial year as well as in the preceding financial year. Our opinion on the matters specified in this clause has been arrived at after considering the effect of the qualifications on the figures of accumulated losses, net-worth and cash losses except for those qualifications the effect of which can't be ascertained/given.

XI. In our opinion, and according to the information and explanations given to us, the details of defaults in repayment of dues to banks are as under:

(i) Cash credit/working capital demand loans taken from Punjab National Bank and Bank of Baroda amounting to Rs.2894.76 Lakhs as on 31st March, 2012 as per books of account i.e. excluding un-provided interest of Rs. 702.53 Lakhs as on 31st March, 2012 are out of order and were classified by banks as non-performing assets before 31st March, 2009 and these banks have already issued notices to the company under section 13(2) of the Securitisation & Reconstruction of Financial Assets & Enforcement of Security interest Act, 2002 for the recovery of their dues. Further, Punjab National Bank and Bank of Baroda have also issued notice under-section 13(4) of the Securitisation & Reconstruction of Financial Assets & Enforcement of Security interest Act, 2002 to the company for taking possession of the secured assets of the company, has also taken symbolic possession of the assets of the company and also sold all movable assets of the company.

XII. According to the information and explanations given to us, the company has not granted loans and advances on the basis of any security by way of pledge of shares, debentures and other securities.

XIII. The provisions of any special statute as specified under Clause 4(xiii) of the Order are not applicable to the Company.

XIV. As the Company is not dealing in or trading in shares, securities, debentures and other investment, the provision of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

XV. In our opinion, and according to the information and explanations given to us, during the current year, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions which are prejudicial to the interest of the Company. However, in the past, the Company had given guarantees/ undertakings as mentioned in Note no. 18(B)(1c) of Annual Accounts in respect of certain Companies (which presently have become Sick Industrial Undertakings and are yet to be rehabilitated or are under liquidation) to banks and government authorities.

XVI. In our opinion, and according to the information and explanations given to us, term loans taken during the current year were applied for the purposes for which these were taken.

XVII. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that funds raised on short-term basis during the current year have been used for long-term investment i.e. OTS dues of a bank.

XVIII.The company has not made any preferential allotment of shares during the year.

XIX. The company has not issued any debentures during the year.

XX. During the period covered by our audit report, the company has not raised any money by way of public issues.

XXI. To the best of our knowledge and belief and according to the information and explanation given to us, subject to our observations given in paragraph 16 of our main audit report of even date, no other fraud on or by the company has been noticed or reported during the course of audit.

For P. R. MEHRA & CO.,

Chartered Accountants,

(Regn. No. 000051N)

Jai Prakash Agarwal

Place : New Delhi Partner

Dated: 16th August, 2012 M.No. 010270


Mar 31, 2010

1. We have audited the attached Balance Sheet of Modipon Limited as at 31st March, 2010, the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

(ii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(iii) On the basis of written representations received from the Directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors from whom written representations were received is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

5. The above financial results of the company for the year ended

31st March, 2010 has not been prepared on a going concern basis since the company has closed its manufacturing operations since 19th May, 2007 (closure of factory w.e.f. 8th September, 2007) on account of huge losses incurred. Adjustments relating to recoverability of most of the recorded asset amounts have been made in the accounts for the 18 months period each ended 30th September, 2007 & 31st March, 2009 and for the year ended 31st March,2010 (Refer note 3 of Schedule 14).

6. (i) During the year ended 30th September, 2007, the company vide agreement dated 28.10.2006 had sold its profit-making Chemical Division along with certain other immovable properties and investment in shares (ICC Division) on a going concern basis w.e.f. 01.10.2006 to Indofil Organics Industries Ltd (IOIL) for Rs.124.66 Crores (sale consideration arrived at by aggregating tax written down value in case of depreciable assets and net book values for other assets/ liabilities) whereas the fair market value, amount unascertained, of these assets, in our opinion, was substantially higher than cost/book value. Sale consideration of Rs.124.66 Crores has been discharged by IOIL by way of: (a) payment of Rs.17.83 Crores by cheque ; (b) taking over the loan liabilities of Fibres Division of Rs.57.84 Crores and

(c) issue of 1,17,57,086 fully paid up equity shares of Rs.10 each of IOIL for Rs.48.99 Crores i.e. at a premium of Rs.37.23 Crores which were distributed directly to the equity shareholders of the company. In our opinion, the above transaction of transfer of Chemical Division of the company as a going concern at or below cost/book values and appropriation of part sale consideration of Rs.48.99 Crores towards issue of fully paid-up shares of IOIL to the equity shareholders of the company is an arrangement i.e. reconstruction by way of demerger of an undertaking of the company which is covered under section 391 and 394 of the Companies Act, 1956 and required prior approval of the High Court and all stakeholders whereas originally the company had approved the above transaction under sections 293(1)(a) and 293(3) of the Companies Act, 1956 and now, as stated in note 8 of schedule 14 of the accompanying statement of financial results, has also sought approval under section 391 of the Companies Act, 1956 of the Honble High Court for treating Rs.48.99 Crores as Goodwill in the books of account. In terms of the order of the Honble Company Judge, the meeting of the shareholders of the company was held on 3rd May,2008 and the shareholders approved the scheme. The minutes thereof were submitted to Honble Allahabad High Court and further orders are awaited.

(ii) As the matter is still pending for final determination by the Honble Allahabad High Court, the nature of payment and the final accounting treatment that should be given in the books of account to Rs.48.99 Crores (which is presently shown as "Equity shares of IOIL issued to shareholders" on the face of the balance sheet under the head "Miscellaneous Expenditure" (to the extent not written off or adjusted)) as on 31.03.2010, even though IOIL has already discharged the aforesaid part sale consideration by issue of its shares directly to the equity shareholders of the company on 28.03.2007) will depend upon the order of the Honble Allahabad high Court. In case the Honble Allahabad High Court finally approves the above scheme of treating Rs.48.99 Crores as Goodwill in the books of the company, the same, in our opinion, will have to be charged to revenue as per Accounting Standard 26 i.e. Intangible Assets.

7. Balance confirmation certificates were not obtained by the company from debtors, creditors, house security depositors and banks ( for cash credit, appropriation of amount of sale consideration received by banks towards principal & interest on cash credit and fixed deposits with banks) etc. since 30th September,2007 and consequently adjustments required, if any, has not been carried out in the financial results (Note.2). Further, amount received of Rs.361.86 Lakhs during the year ended 30th September, 2007 from Modipon Welfare Trust (MWT) was treated as revenue during the previous year for which the confirmation of MWT regarding nature of payments made to the company as well as balance confirmation letter as on 31st March,2009 & 31st March,2010 has not been received {Note 14 (d)}.

8. Managing Directors remuneration of Rs.2.71 Lakhs w.e.f. 12th February, 2007 to 31st May, 2007 is subject to the approval of the Central Government (Note 20 of schedule 14 ).

9. (i) (a)The company has not provided interest of Rs.1000.54 Lakhs

upto 31st March, 2008 on overdue amounts payable to a supplier. (b)The amount of unprovided interest for the period 1st April, 2008 to 31st March, 2010 has not been ascertained (Note 4). (ii) The amount of unprovided interest, if any, for the period 1st April, 2007 to 31st March, 2010 to Small and Micro enterprises has not been ascertained & provided for (Note 9).

(iii) Non-provision of interest on cash credit from banks amounting to Rs.250.52 Lakhs for the current year {Note16(d)(iii)}.

10. During the previous year, the company has sold 68,042 sq. yds. of its vacant land at Modinagar for Rs.1021.15 Lakhs (original cost Rs.1.95 Lakhs) for which the approval has not been obtained from banks to whom immovable properties of the company, including the above land, are charged. However, as stated in note 14(b) of Schedule14, profit on sale of the above land amounting to Rs.1019.20 Lakhs was accounted for in the books of account during the previous year.

11. No internal audit was conducted for the 18 months period ended 31st March, 2009 and for the year ended 31st March,2010. Further, internal controls needs to be improved adequately including in respect of maintaining proper books of account in time, reconciliation of accounts and balance confirmation of banks, debtors and creditors in order to safeguard the interest of the company (Note 2).

12. As stated in note 16(e), amounts paid by the assignee i.e. Ashoka Mercantile Limited (AML) to bank on account of OTS of dues of the bank has been accounted for in the books of the company to the extent of OTS amount paid to the bank by AML and the balance amount of Rs.153.92 Lakhs is lying unallocated under unsecured loans in view of pending settlement of the dues of Punjab National Bank. Further, the amount of interest, if any, payable to AML has not been ascertained and provided for by the management in view of the above (Note 16(e) of schedule 14).

13. We further report that without considering item no.6(ii), 7, 8 ,

9(i)(b) & (ii) and 12 above, the effect of which could not be determined, had the observations made by us at paragraphs 9(i)(a) & (iii) above been considered, the loss for the year before tax would have been Rs.282.41 Lakhs (as against the reported figure of Rs.31.89 Lakhs), debit balance of profit & loss would have been Rs.6444.26 Lakhs (as against the reported figure of Rs.5193.20 Lakhs), loan funds would have been Rs.4852.62 Lakhs (as against the reported figure of Rs.4602.10 Lakhs) and sundry creditors would have been Rs.6243.26 Lakhs (as against the reported figure of Rs.5242.72 Lakhs).

14. Subject to the foregoing:

(i) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

(ii) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred in Sub-section (3C) of Section 211 of the Companies Act, 1956.

(iii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and other Notes thereon mentioned in Schedule 14 including note 21 regarding non-provision of income-tax in view of the reasons stated therein, give the information required by the Companies Act, 1956, in the manner so required except for non-disclosure of information relating to Micro, Small and Medium enterprises as stated in note 9 of schedule 14 and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

(b) in the case of the Profit & Loss Account, of the loss of the Company for the year ended on that date; and

(c) in the case of Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH (3) OF AUDITORS REPORT OF EVEN DATE

In addition and subject to our observations mentioned in paragraph 6 in our main audit report, we further report as under:

I. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) The Fixed Assets of the company were not physically verified during the current year.

(c) Substantial part of Fixed Assets of the Company have been disposed off during the current year in view of closure of manufacturing operations and the company is not a going concern (Refer paragraph 5 of our audit report and note 12 of schedule 14).

II. There is no inventory at the year end. Accordingly, the provision of clause 4(ii) of the Companies (Auditors Report) order, 2003 are not applicable to the Company.

III. In respect of Loans amounting to Rs.84.81 Lakhs granted in earlier years to two Companies, covered in the register maintained u/s 301 of the Companies Act, 1956, our observations are as under:

(a) Unsecured interest free loans amounting to Rs.70.31 Lakhs, due from a Company which has been declared a Sick Industrial Undertaking, is receivable after the rehabilitation period.

(b) Unsecured, interest free loans amounting to Rs.14.50 Lakhs is overdue from a wholly owned subsidiary of the Company mentioned at (i) above against which liquidation order was passed.

However, full provision for doubtful amounts has been made in all the above cases.

IV. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of the business with regard to the sale of goods. There were no purchases of inventory and fixed assets during the current year due to closure of manufacturing operations. We have not observed any continuing failure to correct major weaknesses in internal control system.

V. (a) According to the information and explanations given to

us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered during the current year in the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanations given to us, the transactions made during the current year in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

VI. In our opinion and according to the information and explanations given to us, the Company has not complied with the provision of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975 with regard to the deposits accepted from the public since there were defaults in the repayment of deposits on the due dates and the existing deposits are overdue and are in excess of the limits prescribed under the Rules. Further, the defaults in the repayment of deposits received from depositors was not intimated to the Company Law Board as required by

section 58AA(1) of the Companies Act, 1956. The investments as required under Rule 3A of the Companies (Acceptance of Deposits) Rules, 1975 have not been made in view of the stay granted by the Honble Allahabad High Court. As per information and explanations given to us, no order has been passed by the Company Law Board, company law tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company.

VII. The Company has no internal audit system and no internal audit has been conducted since 1st October, 2007.

VIII. In view of closure of manufacturing operations during the previous year, no cost records were required to be maintained by the Company .

IX. In respect of statutory dues:

(a) According to the information and explanations given to us and the records of the company examined by us, the company was not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income-tax including tax deducted at source and cess applicable to it.

(b) According to the information and explanations given to us, undisputed amounts payable in respect of aforesaid dues as at 31st March, 2010 for a period of more than six months from the date they became payable were Rs.19.15 Lakhs.

(c) According to the records of the company and based on information and explanations furnished to us, the following sales-tax, income-tax, custom duty, excise duty and cess dues were not deposited on account of disputes pending at various forums:

Nature of Forum where Financial Year Gross

Dues matter to which the Amount

is pending amount relates (Rs.in

Lakhs)

Sales Tax High Court 1991-92 1.41

Custom Duty Assistant 1982 74.66

Commissioner

Appelate Tribunal 2002-03 19.29

Water tax Addl. Civil judge, 1997-98,1998-99 7.11

Ghaziabzad

Grand Total 102.47

X. In our opinion, as per the books of account, the accumulated losses of the Company at the end of the current Financial Year are more than 100% of its net worth. The Company has incurred cash losses in this Financial Year as well as in the preceding financial year. Our opinion on the matters specified in this clause has been arrived at after considering the effect of the qualifications on the figures of accumulated losses, net-worth and cash losses except for those qualifications the effect of which cant be ascertained/given.

XI. In our opinion, and according to the information and explanations given to us, the details of defaults in repayment of dues to banks are as under:

(i) Cash credit/working capital demand loans taken from 4 banks amounting to Rs7229.34 Lakhs as on 31st March,2009 were out of order and were classified by banks as non-performing assets

before 31st March,2009. (ii) Three member banks of the consortium i.e. Punjab National Bank, Allahabad Bank & Bank of Baroda have already issued notices to the company under section 13(2) of the Securitisation & Reconstruction of Financial Assets & Enforcement of Security Interest Act, 2002 for the recovery of their dues. Further, Punjab National Bank has also issued notice under-section 13(4) of the Securitisation & Reconstruction of Financial Assets & Enforcement of Security Interest Act, 2002 on 12th February, 2008 to the company for taking possession of the secured assets of the company, has also taken symbolic possession of the assets of the company and also sold all movable assets as stated in note 13(a)(i) of schedule 14. (iii) Fourth member of the consortium i.e. Karnataka Bank Limited has also recalled its loans Rs.965.30 Lakhs, (iv) Refer note 16(d)(ii) of schedule 14 regarding OTS of dues of Allahabad Bank (Refer note 16 of schedule 14).

XII. According to the information and explanations given to us, the company has not granted loans and advances on the basis of any security by way of pledge of shares, debentures and other securities.

XIII. The provisions of any special statute as specified under Clause 4(xiii) of the Order are not applicable to the Company.

XIV. As the Company is not dealing in or trading in shares, securities, debentures and other investment, the provision of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

XV. In our opinion, and according to the information and explanations given to us, during the current year, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions which are prejudicial to the interest of the Company. However, in the past, the Company had given guarantees/ undertakings as mentioned in Note 1(b) of Schedule 14 of Annual Accounts in respect of certain Companies (which presently have become Sick Industrial Undertakings and are yet to be rehabilitated or are under liquidation) to banks and government authorities.

XVI. In our opinion, and according to the information and explanations given to us, no term loans were taken during the current year.

XVII. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis during the current year have been used for long-term investment.

XVIII. The company has not made any preferential allotment of shares during the year.

XIX. The company has not issued any debentures during the year.

XX. During the period covered by our audit report, the company has not raised any money by way of public issues.

XXI. To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of audit.

For P. R. MEHRA & CO.,

Chartered Accountants,

Regn. No. 000051N

Ramesh Chand Goyal

Place : New Delhi Partner

Dated: 13th August, 2010 M.No. 012628

 
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