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Auditor Report of Simplex Infrastructures Ltd.

Mar 31, 2014

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Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Simplex Infrastructures Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. The Company''s 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 referred to in sub-section (3C) of section 211 of ‘the Companies Act, 1956'' of India (the "Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. 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 from material misstatement.

4. 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 auditors consider 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

Basis for Qualified Opinion

6. We draw your attention to Note 32 to the financial statements regarding the current political situation in the country in which one of the subsidiaries of the Company operates. In view of the erosion of its net worth and lack of adequate information, we are unable to comment on the extent of decline other than temporary, if any, required to be made in the carrying amount of investments of Rs. 387 Lakhs in the said subsidiary in accordance with Accounting Standard 13 "Accounting for Investments" and the extent of eventual recoverability of year-end book debts of Rs. 1,292 Lakhs shown under Other Current Assets and Advances of Rs. 401 Lakhs due from the said subsidiary. The impact of this matter on the Non- current Investments, Short-term Loans and Advances, Other Current Assets, Reserves and Surplus, Profit before Tax, Profit for the period and Earnings per Equity Share of the Company is presently not ascertainable.

Qualified Opinion

7. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give, except for the indeterminate effects of the matter referred to in paragraph 6 above, 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 March 31, 2013;

(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.

Report on Other Legal and Regulatory Requirements

8. As required by ‘the Companies (Auditor''s Report) Order, 2003'', as amended by ‘the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

(a) Except for the indeterminate effects of the matter referred to in paragraph 6 above, 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, except for the indeterminate effects of the matter referred to in paragraph 6 above, 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, except for the indeterminate effects of the matter referred to in paragraph 6 above, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub- section (3C) of section 211 of the Act;

(e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Referred to in paragraph 8 of the Independent Auditors'' Report of even date to the members of Simplex Infrastructures Limited on the financial statements as of and for the year ended March 31, 2013

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

ii. (a) The inventory excluding stocks with third parties and work-in-progress (comprising site development costs, etc. as indicated in Note 1.10 to the financial statements) has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory other than work-in-progress. As regards work-in- progress, as explained by the Management, it is not practicable to maintain cumulative quantative records, since it comprises site development costs, etc. as indicated in Note 1.10 to the financial statements. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. (a) The Company has not granted/taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii)(b),(c), (d), (f) and (g) of the said Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements 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 the prevailing market prices at the relevant time.

vi. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the ‘Companies (Acceptance of Deposits) Rules, 1975'' with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

viii. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, employees'' state insurance, tax deducted at source, professional tax and service tax, though there have been delays in a few cases , and is regular in depositing undisputed statutory dues, including investor education and protection fund, income tax, sales tax, wealth tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth tax and customs duty which have not been deposited on account of any dispute. The particulars of dues of sales tax, service tax, income tax and excise duty as at March 31, 2013 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount (Rupees in Lakhs)

Andhra Pradesh General Demand against 8 Sales Tax Act,1957 Inter-state purchase

Goa Sales Tax Act, 1964 Disallowance of tax paid 64 on interstate purchases

Central Sales Tax Penalty under Section 10A 7 Act, 1956

Central Sales Interest 2 Tax Act, 1956

Orissa Sales Tax Act, WCT disallowance of labour 1 1947 [For Angul] component

Orissa Sales Tax Act, Disallowance on machinery 6 1947 [For Paradeep] hire charges

Orissa Sales Tax Act, Levy of tax on free issue 3 1947 [For Sambalpur] of materials

Central Excise Act, Excise Duty on Fabricated 84 1944 structures

Finance Act, 1994- Service Tax 9,524 Service Tax

Finance Act, 1994- Service Tax on construction 215 Service Tax of port

Finance Act, 1994- Service Tax 1,584 Service Tax

Finance Act, 1994- Service Tax 249 Service Tax

Name Period to Forum where the which the dispute is pending amount relates

Finance Act, 1994- 2003-04 Andhra Pradesh Sales Tax Appellate Tribunal

Finance Act, 1994- 2004-05 Appellate Tribunal

Finance Act, 1994- 2003-04 Assistant Commissioner of Commercial Taxes

Finance Act, 1994- 2008-09 Appellate Tribunal

Finance Act, 1994- 2002-03 Appellate Tribunal

Finance Act, 1994- 2001-02 Appellate Tribunal

Finance Act, 1994- 1985-86, Appellate Tribunal 1988-89 and 1989-90

Finance Act, 1994- May, 2007 to Customs, Excise & November, Service Tax Appellate

Finance Act, 1994- 1.3.2005 to High Court at Calcutta 30.9.2008

Finance Act, 1994- 10.9.2004 to High Court at Calcutta 15.6.2005

Finance Act, 1994- 9.9.2004 to High Court at Delhi 30.9.2009 March, 2007 Customs, Excise & to January, Service Tax Appellate

Finance Act, 1994- 2008 Tribunal

x. The Company has no accumulated losses as at March 31, 2013 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

xv. In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantee given by the Company for loan taken by a company from a bank during the year, are not prejudicial to the interest of the Company. The Company has not given any guarantee for loans taken by others from financial institutions during the year.

xvi. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

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 the no funds raised on short-term basis have been used for long-term investment.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

xix. The Company has created security in respect of debentures issued and outstanding at the year-end.

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Price Waterhouse For H.S.Bhattacharjee & Co.

Firm Registration Number: 301112E Firm Registration Number: 322303E

Chartered Accountants Chartered Accountants

(P. Law) (H.S.Bhattacharjee)

Partner Partner

Membership Number 51790 Membership Number 50370

Kolkata Kolkata

May 30, 2013 May 30, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Simplex Infrastructures Limited (the "Company") as at March 31, 2012, and the related Profit and Loss Statement and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. 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 the 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 (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956' of India (the Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we further report that:

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

3.2 (a) The inventory other than work-in-progress (comprising site development costs, etc. as indicated in Note 1.10 to the financial statements) and stocks with third parties has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory other than work-in-progress. As regards work-in-progress, as explained by the Management, it is not practicable to maintain cumulative quantative records, since it comprises site development costs, etc. as indicated in Note 1.10 to the financial statements. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3.3 (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

3.4 In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

3.5 (a) In our opinion, and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered 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 in pursuance of such contracts or arrangements 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 the prevailing market prices at the relevant time.

3.6 In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the 'Companies (Acceptance of Deposits) Rules, 1975' with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

3.7 In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

3.8 We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

3.9 (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing undisputed statutory dues in respect of employees' state insurance, service tax, provident fund, tax deducted at source and investor education and protection fund, though there has been delays in a few cases and has been regular in depositing during the year undisputed statutory dues, including, income tax, sales tax, wealth tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities. However, there were no arrears of statutory dues outstanding as at March 31, 2012, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, wealth tax, service tax, customs duty and excise duty, as applicable, as at March 31, 2012 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount Period to Forum where the (Rupees which the dispute is pending in Lakhs) amount relates

Andhra Pradesh General Demand against turnover tax 4 1996-9 High Court, Sales Tax Act,1957 Hyderabad

Andhra Pradesh General Demand against turnover tax 3 1997-98 to Andhra Pradesh Sales Sales Tax Act,1957 1999-2000 Tax Appellate Tribunal

Andhra Pradesh General Demand against Inter- 8 2003-04 Andhra Pradesh Sales Sales Tax Act,1957 state purchase Tax Appellate Tribunal

Goa Sales Tax Act, 1964 Disallowance of tax paid on 64 2004-05 Appellate Tribunal interstate purchases

Central Sales Tax Penalty under Section 10A 7 2003-04 Assistant Commissioner Act, 1956 of Commercial Taxes

Central Sales Tax Interest 2 2008-09 Appellate Tribunal Act, 1956

Orissa Sales Tax Act, WCT disallowance of labour 1 2002-03 Appellate Tribunal 1947 [For Angul] component

Orissa Sales Tax Act, Disallowance on machinery 6 2001-02 Appellate Tribunal 1947 [For Paradeep] hire charges

Orissa Sales Tax Act, Levy of tax on free issue of 3 1985-86, Appellate Tribunal 1947 [For Sambalpur] materials 1988-89 and 1989-90

Uttar Pradesh Trade Additional Tax 101 2006-07 and Deputy Tax Act, 1948 2007-08 Commissioner

Central Excise Act, 1944 Excise Duty on Fabricated 84 May, 2007 to Customs, Excise & structures November, Service Tax 2007 Appellate Tribunal

Finance Act, 1994- Service Tax 9,524 1.3.2005 to High Court at Service Tax 30.9.2008 Calcutta

Finance Act, 1994- Service Tax on 215 10.9.2004 to High Court at Service Tax construction of port 15.6.2005 Calcutta

Finance Act, 1994- Service Tax 1,584 9.9.2004 to High Court at Service Tax 30.9.2009 Delhi

Finance Act, 1994- Service Tax 249 March, 2007 Customs, Excise & Service Tax to January, Service Tax Appellate 2008 Tribunal

Finance Act, 1994- Service Tax 5 October, 2007 Commissioner of Service Tax to April, 2008 Central Excise (Appeals)

3.10 The Company has no accumulated losses as at March 31, 2012 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

3.11 According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

3.12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

3.13 The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company.

3.14 In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

3.15 In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

3.16 In our opinion, and according to the information and explanations given to us, the term loans have been applied, on an overall basis, for the purposes for which they were obtained.

3.17 On the basis of an overall examination of the balance sheet of the Company, in our opinion, and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

3.18 The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

3.19 The Company has not issued any debentures during the year; and does not have any debentures outstanding as at the year end.

3.20 The Company has not raised any money by public issues during the year.

3.21 During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

4 We draw your attention to the following matter:

As indicated in Note 32 to the financial statements, in view of political risk in the country in which one of the subsidiaries of the Company operates, erosion of its net worth and lack of adequate information, we are unable to comment on the extent of diminution, other than temporary, if any, in the carrying amount of investment of Rs. 387 lakhs in the said subsidiary in keeping with Accounting Standard 13 "Accounting for Investments" and the extent of eventual recoverability of year-end Other Current Assets of Rs. 1,210 lakhs and Advances of Rs. 395 lakhs due from the said subsidiary (together with its effect on the year's profit and the year-end net worth).

5. Further to our comments in paragraph 3 above, we report that:

(a) Except for the indeterminate effects of the matter referred to in paragraph 4 above, 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;

(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, the Profit and Loss Statement and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, except for the indeterminate effects of the matter referred to in paragraph 4 above, the Balance Sheet, the Profit and Loss Statement and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, as on March 31, 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give, except for the indeterminate effects of the matter referred to in paragraph 4 above, a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For Price Waterhouse For H.S.Bhattacharjee & Co.

Firm Registration Number: 301112E Firm Registration Number: 322303E

Chartered Accountants Chartered Accountants

(P.Law) (H.S.Bhattacharjee)

Partner Partner

Membership Number: 51790 Membership Number: 50370

Kolkata Kolkata

June 8, 2012 June 8, 2012

 
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