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Directors Report of Standard Batteries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting this Sixty Eighth Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2015

A. The Extract of the Annual Return in form MGT-9:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014

I. Registration and other Details

i. CIN: L65990MH1945PLC004452

ii. Registration Date: 20th June, 1945

iii. Name of the Company: THE STANDARD BATTERIES LIMITED

iv. Category: Company Limited by shares Sub-Category of the Company: Indian Non-Government Company

v. Address of the Registered Office and contact details: Rustom Court, Opp. Podar Hospital, Dr. Annie Besant Road, Worli, Mumbai-400030, Maharashtra, India

Tel: (022) 24919569/24919570 Email: standardbatteries 123@yahoo.co.in Website:www,standardbatteries.co.in

vi. Whether Listed Company: Yes, Listed on Bombay BSE, Calcutta Stock Exchange.

vii. Name, Address and Contact details of Registrar and Transfer Agent:

M/s. Sharepro Services (India) Pvt. Ltd.

13 AB Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange Lane, Off Andheri-Kurla Road, Sakinaka,, Andheri (East), Mumbai - 400 072. Tel.:91-22-6772 0300/400, Fax:91-22-2859 1568 Email: sharepro@shareproservices.com

II. PRINCIPAL BUSINESS ACTIVITIES

All the business activities contributing 10 % or more of the total turnover of the Company

Sl. Name and NIC Code of % to total No. Description of main the Product turnover of the products Company

1. Dealer of Steel & 51420 100% Metals

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans Unsecured excluding Loans deposits

Indebtedness at the beginning of the Nil Nil financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i ii iii) Nil Nil

Change in Indebtedness during the Nil Nil financial year

* Addition

* Reduction

Net Change Nil Nil

Indebtedness at the end of the Nil Nil financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i ii iii) Nil Nil

Deposits Total Indebtedness

Indebtedness at the beginning of the Nil Nil financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i ii iii) Nil Nil

Change in Indebtedness during the Nil Nil financial year

* Addition

* Reduction

Net Change Nil Nil

Indebtedness at the end of the Nil Nil financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i ii iii) Nil Nil

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

Particulars of Remuneration Mr. F .J. Guzdar Total (Whole-Time Director) Amount

Gross salary

(a) Salary as per provisions contained 10,36,000 10,36,000 in Section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) 94,610 94,610 Income-tax Act, 1961

(c) Profits in lieu of salary under --- --- Section 17(3) Income-tax Act, 1961

Stock Option - -

Sweat Equity - -

Commission - -

* as % of profit

* others

Others - -

Total (A) 11,30,610 11,30,610

Ceiling as per the Act (As per Part 30,00,000 30,00,000 B of Schedule V)

B. Remuneration to other Directors:

Particulars of Remuneration Total Amount

Mr. RAMA Mr. GOBIND SHANKAR PRASAD JHAWAR SARAF

Independent Directors

* Fee for attending board / 22,500

committee meetings

* Commission -

* Others - -

Total (1) - 22,500

4. Other Non-Executive Directors - -

* Fee for attending board / 22,500 - committee meetings

* Commission - -

* Others - -

Total (2) 22,500 -

Total (B) = (1 2) 22,500 22,500

Particulars of Remuneration Total Amount

Mr. TIPPIRAJAPURAM MS. KUSUM RAMAMIRDA DADOO SWAMINATHAN

Independent Directors

* Fee for attending board / 25,000 12,500 60,000

committee meetings

* Commission - - -

* Others - - -

Total (1) 25,000 12,500 60,000

4. Other Non-Executive Directors - - -

* Fee for attending board / - - 22,500 committee meetings

* Commission - - -

* Others - - -

Total (2) - - 22,500

Total (B) = (1 2) 25,000 12,500 82,500

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Particulars of Remuneration Key Managerial Personnel

Company Secretary CFO* Mr. Vasant Total Mr. Bhupendra Balkrishna Amount Narottamdas Shah Gaitonde

Gross salary

(a) Salary as per provisions 90,000/- 1,30,800/- 2,20,800/- contained in Section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s Nil Nil Nil 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961

Stock Option - - -

Sweat Equity - - -

Commission - - -

* as % of profit

* others

Others Nil Nil Nil

Total 90,000/- 1,30,800/- 2,20,800/-

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Description Details of Companies Act Penalty/ Punishment/ Compounding fees imposed

Penalty Nil Nil Nil

Punishment Nil Nil Nil

Compounding Nil Nil Nil

C. Other Officers in Default

Penalty Nil Nil Nil

Punishment Nil Nil Nil

Compounding Nil Nil Nil

Type Authority [RD/ Appeal made, if NCLT/Court] any (give details)

Penalty Nil Nil

Punishment Nil Nil

Compounding Nil Nil

C. Other Officers in default

Penalty Nil Nil

Punishment Nil Nil

Compounding Nil Nil

B Number of meeting of the Board:

During the year 2014-15, the Board of Directors met Five times viz. on 30th May, 2014; 12th August, 2014; 26th September, 2014, 14th November, 2014 and 13th February, 2015.

C Directors' Responsibility Statement:

Pursuant to the requirement under Section 134(3)(C) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) 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 as at March 31, 2015 and of the profit and loss of the Company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors had prepared the annual accounts on a going concern basis; and

(v) 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,

(vi) 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,

D. A statement on declaration given by independent Directors under sub-Section (6) of Section 149;

All Independent Directors have given declarations that they meet the criteria of independent as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement,

E. Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-Section (3) of Section 178;

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-Section (3) of Section 1 78, is appended as Annexure A to this Report,

F. Comments on Auditors' Report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s, B, K, Khare & Co,, Statutory Auditors, in their report and by M/s, R, N, Shah & Associates, Company Secretary in Practice, in secretarial audit report,

G. Particulars of loans, guarantees or investments under Section 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements,

H Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to in sub-Section (1) of Section 188 in the form AOC-2: 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, All Related Party Transactions are placed before the Audit Committee, Prior omnibus approval of the Audit Committee is obtained for related party transactions wherever required and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis,

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www, standardbatteries,co,in, None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company,

Pursuant to clause (h) of sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

1. Details of contracts or arrangements or transactions not at arm's length basis: Nil

2. Details of material contracts or arrangement or transactions at arm's length basis:

Name(s) of the Nature of Duration of related party contracts/ the contracts / and nature of arrangement/ arrangements/ relationship transactions transactions

Cosepa Fiscal Reimbursed March 31, Industries Private Following 2018 Limited (Associate Expenditure: Comapny) * Rent * Professional Charges

Mr, F, J, Guzdar Managerial March 31, (Whole - Time Remuneration 2016 Director)

Name(s) of the Salient terms of the Date(s) of Amount related party contracts or arrangements approval by paid as and nature of or transactions including the Board, advances, relationship the value, if any: if any: if any:

Cosepa Fiscal N,A N,A 303000 Industries Private Limited (Associate Comapny)

Mr, F, J, Guzdar N,A N,A 1130610 (Whole - Time Director)

I Dividend

Your Directors regret their inability to recommend any Dividend for the year under review,

J. Material Changes between the date of the Board report and end of financial year

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report,

K. The conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed;

Since the Company has sold its Industrial undertakings to Exide Industries Ltd,, effective February, 1998, information on conservation of energy, technology absorption, are no more relevant, There was no foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014,

L. A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company;

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives, Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis, These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations, These are routinely tested and certified by Statutory as well as Internal Auditors.

M. The details about the policy developed and implemented by the Company, if any on Corporate Social Responsibility initiatives taken during the year;

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

N. Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and Individual Directors

The formal annual evaluation has been done by the Board of its own performance and that of its Committee and Individual Directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company, A member of the Board/Committee did not participate in the discussion of his/her evaluation,

* the financial summary or highlights;

Particulars Year Ended Year Ended 31.03.2015 31,03,2014

Total Income from Operation 16,520,212 9,530,430

Profit before Interest & finance 4,835,367 2,744,391 charges, depreciation & taxation

Less: Interest & finance charges - -

Operating profit before depreciation 4,835,367 2,744,391 & taxation

Less: Depreciation, amortization 113,533 102,864 & impairment of asset

Profit before Exceptional items 4,721,834 2,641,527

Add: Exceptional Items - -

Profit before taxation 4,721,834 2,641,527

Current Tax (3,035,081) (2,523,000)

Prior year Tax Provisions - 17,802,355

Deferred Tax Liability - -

Profit after taxation 1,686,753 (17,683,828)

Add: Balance brought forward (79,038,486) (61,354,658)

Profit / (Loss) available for (77,351,733) (79,038,486) appropriation

Less: Appropriation: - -

Transfer to General Reserve - -

Interim Dividend - -

Tax on Interim Dividend -

Proposed Dividend - -

Provision for Tax on Proposed - - Dividend

Less: Additional depreciation 13,578 - charged due to change in useful life

Balance carried forward to Balance 77,365,311 (79,038,486) Sheet

The operations of the Company have shown improvement as compared to the previous year. The Company has achieved a turnover of Rs. 6,312,068/- during the year under report as compared to Rs. 1,542,572/- during the previous year reflecting a growth of 309.19 % over the previous year. The net profit of the Company during the year amounted to Rs.1,686,753/- compared to net loss of Rs.17,683,828/- in the previous year.

* a report on the performance and financial position of the associate Companies included in the consolidated financial statement is presented.

* the change in the nature of business, if any; : N.A

* the details of Directors or key managerial personnel who were appointed or have resigned during the year;

The Board of Directors had appointed Ms. Kusum Dadoo as an additional Woman Director with effect from September 26, 2014 and the same is been recommended by the Board to be approved by the members in the Sixty Eighth Annual General Meeting. At the Sixty Seventh Annual General Meeting the Members had also appointed the existing Independent Directors viz. Mr. Gobind Prasad Saraf (DIN: 00206447) and Mr. Tippirajapuram R. Swaminathan for five consecutive years for a term upto 31st March, 2019.

During the year Mr. Vinod Kumar Singhi ceased to be associated with the Company on account of his resignation as Director of the Company w.e.f. May, 16, 2014.

During the year Company had appointed Mr. Vasant B. Gaitonde as a Chief Financial Officer of the Company w.e.f. September, 29, 2014.

During the year the Company appointed Mr. Bhupendra N. Shah as a Company Secretary and Compliance Officer w.e.f. September 29, 2014.

Re-appointments

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Farok J. Guzdar (DIN 00205930) will retire in the ensuing Annual General Meeting and being eligible, seek re-appointment. The Board of Directors recommends his re-appointment.

* the names of Companies which have become or ceased to be its subsidiaries, joint ventures or associate Companies during the year;: N.A

* the details relating to deposits, covered under Chapter V of the Act: NA

* the details of deposits which are not in compliance with the requirements of Chapter V of the Act: N.A

* the details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future: N.A

* the details in respect of adequacy of internal financial controls with reference to the Financial Statements.

Auditors:

M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, the existing Auditors of the Company retires at the forthcoming Annual General Meeting and is eligible for re-appointment.

The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the year Company has not received any complaint of such harassment,

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Requirements of Rule 5(1) Details

(i) the ratio of the remuneration Mr, Farok J, Guzdar - 2, of each Director to the 16 : 1 W.T.D. median remuneration of the employees of the Company for the financial year;

(ii) the percentage increase in Mr, Farok J, Guzdar - No remuneration of each Director, Increase Chief Financia| Officer, Chief Mr, Vasant B, Gaitonde - Not Executive Officer, Company Applicable as there was no such Secretary or Manager, if any, post last year in the financial year; Mr, Bhupendra N, Shah - Not Applicable as there was no such post last year

iii) the percentage increase in No increase the median remuneration of employees in the financial year;

(iv) the number of permanent 3 employees as on 31st March, employees on the rolls of 2015 Company;

(v) the explanation on the Average increase in remuneration relationship between average of all employees was Nil % for increase in remuneration and the year 2015, Company performance;

(vi) comparison of the remuneration The remuneration of all the of the Key Managerial KMP's are much below the overall Personnel against the performance ceilings under the Companies of the Company; Act, 2013, The Company's profit during the year has increased and the remuneration of all the KMP's has not been increased during the year,

(vii) variations in the market As on As on % capitalization of the Company, 31,03, 2014 31,03, 2015 incr price earnings ratio as at the ease closing date of the current financial year and previous Share Price financial year and percentage increase over decrease in the BSE 7,40 7,18 (2,97%) market quotations of the Calcutta Not Not Not shares of the Company in traded traded traded comparison to the rate at which the Company came out with the Stock Exchange last public offer The Company has not made any public issue or right issue of the securities in the last 15 years, so comparison have not been made of current share price with public offer price, The Company's shares are listed on Bombay and Calcutta Stock Exchanges,

(viii) average percentile No increase in Salaries of Employees increase already made in the during the Financial Year 2014-15, salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

(ix) comparison of the each The remuneration of Key remuneration of the Key Managerial Personnel has not been Managerial Personnel against the increased in 2014-15, compared performance of the Company; to 2013-14, whereas the Profit Before Tax and exceptional items increased by 78,75% in 2014-15, compared to 2013-14,

(x) the key parameters for any There is no variable component variable component of of remuneration availed by remuneration availed by the any of the Directors Directors;

(xi) the ratio of the remuneration The Whole-Time Director is the of the highest paid Director to highest paid Director, that of the employees who are not Directors but receive No employee received remuneration remuneration in excess of the higher than the Whole- highest paid Director during Time Director the year; and

(xii) affirmation that the Remuneration paid during the year remuneration is as per the ended March 31,2015 remuneration policy of the Company, is as per Remuneration policy of the Company None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s, R, N, Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company, The Report of the Secretarial Audit Report is annexed herewith as "Annexure B",

* Composition of Audit Committee:

The present Audit Committee consists of the following Directors:

1, MR, T, R, SWAMINATHAN, CHAIRMAN

2, MR, R, S, JHAWAR

3, MS, KUSUM DADOO

4, MR, GOBIND PRASAD SARAF

5, MR, F, J, GUZDAR - WHOLE-TIME DIRECTOR

* Vigil Mechanism/Whistle Blower Policy:

The Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report their genuine concerns,

* Dematerialization

More than 86,51% of the shares of the Company are in dematerialized form, Your Directors request all the members who have not yet got their holding dematerialized to do so to enable easy trading of the shares as the shares of the Company are compulsorily traded in dematerialized form.

* Following details are also available on the website of the Company i.e on www.standardbatteries.co.in

1, The details of such familiarisation programmes

2, The policy on Related Party Transactions

* Management Discussion and Analysis Report:

In terms of the provisions of Clause 49 of the Listing Agreement, the Management's discussion and analysis is set out in this Annual Report,

* Acknowledgments:

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra, Authorities and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come,

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management,

For and on behalf of the Board of Directors

Place: Mumbai Dated: May 29, 2015

FAROK JIMI GUZDAR (DIN: 00205930) Whole-Time Director


Mar 31, 2014

To the members of THE STANDARD BATTERIES LIMITED

67th ANNUAL REPORT

The Directors are pleased to present herewith the 67th Annual Report of the Company consisting of the Audited Accounts for the Financial Year 31 st March, 2014 together with the Directors'' Report and Auditors'' Report thereon,

FINANCIAL RESULTS (Rs. in 000)

2013-14 2012-13

Sales & Service 1,542 570

Other Income 7,988 9,400

9,530 9,970

Less: Expenses 6,889 6,118

Profit & (loss) before taxation 2,641 3,852

Provision for taxation 2,523 -

Tax provision for earlier years 17,802 - Prior Period expenses Extraordinary Item [ Net ]

Profit (loss) for the year (17,684) 3,852

Balance in Profit & Loss Account b/f (61,354) (65,206)

Balance of ProfiV(Loss) carried to (79,038) (61,354) Balance Sheet

DIVIDEND:

Your Directors regret their inability to recommend any Dividend for the year under review,

ANALYSIS OF RESULTS 2013-14:

Turnover during the year under review amounted to Rs 15,42 lakhs and the Loss after extraordinary item is Rs, 1 76,84 lakhs,

APPLICATION FOR REGN. AS A NBFC Company WITH RBI:

The Company has made application to Reserve Bank of India for Registration as an NBFC Company, The Reserve Bank of India has processed this application and has raised some queries which are being attended to,

LABOUR OUTSTANDING/DISPUTE:

As mentioned in the Director''s Report last year a majority of workmen have collected their dues as per Memorandum of Settlement dated 23-10-2000 and the remaining (75 workmen) are yet to collect their balance dues,

TAXATION MATTERS

Please refer to note 1,4 in schedule "Notes to Accounts "

DIRECTORS:

In terms of Article 149 to 151 of Article of Association of the Company, Mr, Rama Shankar Jhawar retires by rotation but being eligible, offers himself for re-election,

Mr, Gobind Prasad Saraf was appointed as Additional Director w.e.f. 29-1-2014, He is also appointed as a member of the Audit Committee and Remuneration Committee, being an Independent Director, Notice pursuant to Section 160 of the Companies Act, 2013 has been received by the Company recommending his appointment as a Director at the Sixty Seventh Annual General Meeting of the Company, He is also recommended as an Independent Director under Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement at the ensuing Annual General Meeting,

Mr, Tippirajapuram Ramamirda Swaminathan who was appointed as an Independent Director under Clause 49 of Listing Agreement, is now recommended as an Independent Director under Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement at the ensuing Annual General Meeting,

Mr, F, J, Guzdar has been re-appointed by Board of Directors on 29th January, 2014 as a Whole- time Director for a further period of one year w.e.f. 1 st April 2014 subject to approval of shareholders of the Company by Special Resolution at the ensuing Annual General Meeting,

The Board has also on 30th May, 2014 recommended to re- appoint Mr, F, J, Guzdar as a Whole- time Director for a further period of one year w.e.f. 1 st April 2015 subject to approval of shareholders of the Company by Special Resolution at the ensuing Annual General Meeting,

Mr, Supriya C. Mukherjee and Mr, Vinod Kumar Singhi resigned as Directors on 28th October, 2013 and 16th May, 2014 respectively due to their pre-occupation with personal work, The Board has placed on record appreciation of their services to the Company,

DEPOSITS:

The Company has not accepted any public deposit during the Financial Year and, as such, has no outstanding as on 31,03,2013,

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS:

Since the Company has sold its Industrial undertakings to Exide Industries Ltd,, effective February 1998, the above particulars are no more relevant,

PARTICULARS OF EMPLOYEES:

No employee is covered under the provisions of Section 21 7(2A) of the Companies Act, 1956 (Section 134 of the Companies Act, 2013), read with Companies (Particulars of Employees) Rules, 1975 as amended and, as such, there is nil information to submit,

AUDITORS:

M/s, B, K, Khare & Co,, Chartered Accountants, Mumbai, the existing Auditors of the Company retires at the forthcoming Annual General Meeting and is eligible for re-appointment,

As the Financial Institution, Nationalised Bank and General Insurance Companies hold more than 25% of the subscribed share capital of the Company, the appointment of M/s, B, K, Khare & Company as Auditors of the Company require the passing of a special resolution pursuant to Section 224A of the Companies Act, 1956 which will be proposed at the forthcoming Annual General Meeting,

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is enclosed as a part of Annual Report of the Company, A certificate of practising Company Secretary regarding compliance of Corporate Governance as stipulated under Clause 49 of the listing agreement is annexed to the Report on Corporate Governance,

SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate pursuant to section 383A issued by M/s R, N, Shah & Associates, Company Secretaries is annexed herewith,

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors hereby confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to materia departure;

(ii) that the Directors have 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 the period;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis,

ACKNOWLEDGEMENTS:

The Directors wish to thankthe Government of India and various State Government Authorities, Public Financial Institutions, the Bankers, Auditors and Solicitors of the Company for the guidance, advice and assistance rendered by them from time to time, The Directors also thank the shareholders for their continued support to the Company

For and on behalf of the Board of Directors

(T, R, SWAMINATHAN) CHAIRMAN

Mumbai

Dated : 30th May, 2014


Mar 31, 2013

To the members of THE STANDARD BATTERIES LIMITED

66th ANNUAL REPORT

The Directors are pleased to present herewith the 66th Annual Report of the Company consisting of the Audited Accounts for the Financial Year 31st March, 2013 together with the Directors'' Report and Auditors'' Report thereon.

FINANCIAL RESULTS (Rs. in 000) 2012-13 2011-12

Sales & Service 570 2,302

Other Income 9,400 7,986

9,970 10,288

Less: Expenses 6,118 7,382

Profit & (loss) before taxation 3,852 2,906

Provision for taxation (Fringe Benefit Tax) - - Prior Period expenses

Extraordinary Item [ Net ] - -

Profit (loss) for the year 3,852 2,906

Balance in Profit & Loss Account b/f (65,206) (68,112)

Balance of Profit/(Loss) carried to

Balance Sheet (61,354) (65,206)

DIVIDEND:

Your Directors regret their inability to recommend any Dividend for the year under review.

ANALYSIS OF RESULTS 2012-13:

Turnover during the year under review amounted to Rs 5.70 lakhs and the profit after extraordinary item is Rs. 38.52 lakhs.

APPLICATION FOR REGN. AS A NBFC COMPANY WITH RBI:

The Company has made application to Reserve Bank of India for Registration as an NBFC Company. The Reserve Bank of India has processed this application and has raised same queries which are being attended to.

LABOUR OUTSTANDING/DISPUTE:

As mentioned in the Director''s Report last year a majority of workmen have collected their dues as per Memorandum of Settlement dated 23-10-2000 and the remaining (75 workmen) are yet to collect their balance dues.

DIRECTORS:

In terms of Article 149 to 151 of Article of Association of the Company, Mr. Supriya Mukherjee retires by rotation but being eligible, offers himself for re-election.

Mr. V. K. Singhi was appointed as Additional Director w.e.f. 08- 11 -2012. He is also appointed as a member of the Audit Committee and Remuneration Committee, being an Independent Director. Notice pursuant to Section 257 of the Companies Act, 1956 has been received by the Company recommending his appointment as a Director at the Sixty Sixth Annual General Meeting of the Company.

Mr. F. J. Guzdar has been reappointed by Board of Directors as a Whole- time Director for a further period of one year w.e.f.

1st April 2013 subject to approval of shareholders of the Company by Special Resolution at the ensuing Annual General Meeting.

Mr. R. S. Jhawar, a Director of the Company, was appointed as a Member of Shareholders''/Investors'' Grievance Committee w.e.f 21-09-2012,

DEPOSITS:

The Company has not accepted any public deposit during the Financial Year and, as such, has no outstanding as on 31.03.2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS;

Since the Company has sold its Industrial undertakings to Exide Industries Ltd., effective February 1998, the above particulars are no more relevant.

PARTICULARS OF EMPLOYEES:

No employee is covered under the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended and, as such, there is nil information to submit.

AUDITORS:

M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, the existing Auditors of the Company retires at the forthcoming Annual General Meeting and is eligible for reappointment.

As the Financial Institution, Nationalised Bank and General Insurance Companies hold more than 25% of the subscribed share capital of the Company, the appointment of M/s. B. K. Khare & Company as Auditors of the Company require the passing of a special resolution pursuant to Section 224A of the Companies Act, 1956 which will be proposed at the forthcoming Annual General Meeting.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is enclosed as a part of Annual Report of the Company. A certificate of practising Company Secretary regarding compliance of Corporate Governance as stipulated under Clause 49 of the listing agreement is annexed to the Report on Corporate Governance.

SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate pursuant to section 383A issued by M/s R. N. Shah & Associates, Company Secretaries is annexed herewith.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors hereby confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) that the Directors have 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 the period;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adeauate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS:

The Directors wish to thank the Government of India and various State Government Authorities, Public Financial Institutions, the Bankers, Auditors and Solicitors of the Company for the guidance, advice and assistance rendered by them from time to time. The Directors also thank the shareholders for their continued support to the Company.



For and on behalf of the Board of Directors

(T. R, SWAMINATHAN)

Mumbai: Dated : 28th May, 2013. CHAIRMAN


Mar 31, 2012

To the members of THE STANDARD BATTERIES LIMITED 65th ANNUAL REPORT

The Directors are pleased to present herewith the 65th Annual Report of the Company consisting of the Audited Accounts for the financial year 31st March, 2012 together with the Directors' Report and Auditors' Report thereon.

FINANCIAL RESULTS (Rs. in 000)

2011-12 2010-11

Sales & Service 2,302 2,600

Other Income 7,986 9,340

10,288 11,940

Less: Expenses ' 7,382 7,319

Profit & (loss) before taxation 2,906 4,621

Provision for taxation (Fringe Benefit Tax) - -

Prior Period expenses - -

Extraordinary Item [ Net ] - -

Profit (loss) for the year 2,906 4,621

Balance in Profit & Loss Account b/f (68,112) (72,733) Balance of Profit/(Loss) carried to

Balance Sheet (65,206) (68,112)

DIVIDEND:

Your Directors regret their inability to recommend any Dividend for the year under review.

ANALYSIS OF RESULTS 2011-12:

Turnover during the year under review amounted to Rs.23.02 lakhs and the profit after extraordinary item is Rs,29.06 lakhs.

APPLICATION FOR REGN. AS A NBFC COMPANY WITH RBI:

The Company has made application to Reserve Bank of India for Registration of the Company as a NBFC Company. Reserve Bank of India is processing the application and their approval is expected shortly,

LABOUR OUTSTANDING I DISPUTE:

As mentioned in the Director's Report last year a majority of workmen have collected their dues as per Memorandum of Settlement dated 23-10-2000 and the remaining (76 workmen) are yet to collect their balance dues.

DIRECTORS:

In terms of Article 149 to 151 of Article of Association of the Company, Mr. T, R. Swaminathan and Mr. F, J. Guzdar retires by rotation but being eligible, offer themselves for re-election.

Mr, F. J. Guzdar has been re- appointed by Board of Directors as a Whole-Time Director for a further period of one year w.e.f. 1st April 2012 subject to approval of shareholders of the Company by Special Resolution at the ensuing Annual General Meeting.

The Company for the years 2008-2009; 2009-2010; 2010-2011 and 2011 -2012 re-appointed Mr. F. J, Guzdar as Whole-Time- Director by passing Resolution in Annual General Meetings held on 16th September, 2008; 25th September, 2009; 24th September 2010 and 31st August, 2011 as Special Resolutions Although the resolutions were proposed and passed as special resolutions, the notice of the meeting did not include the intention that they were to be passed as special resolutions, as requird by section 189 of the Act, The Same was required due to his attaining age of 70 years, The Board wants to ratify this mistake and suggest the Resolutions for the said four years be ratified.

Mr, S. L. Mundra, Nominee Director of Life Insurance Corporation of India has resignea as Director with effect from 22nd December, 2011. The Board has placed on record appreciation of his services and guidance to the Company during his tenure of Directorship.

DEPOSITS:

The Company has not accepted any public deposit during the financial year and, as such, has no outstanding as on 31.03.2012.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS:

Since the Company has sold its Industrial undertakings to Exide Industries Ltd,, effective February 1998, the above particulars are no more relevant.

PARTICULARS OF EMPLOYEES:

No employee is covered under the provision of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended and, as such, there is nil information to submit.

AUDITORS:

M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, the existing Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

As the Financial Institution, Nationalized Bank and General Insurance Companies hold more than 25% of the subscribed share capital of the Company, the appointment of M/s. B. K. Khare & Company as Auditors of the Company require the passing of a special resolution pursuant to Section 224A of the Companies Act, 1956 which will be proposed at the forthcoming Annual General Meeting. .

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is enclosed as a part of Annual Report of the Company. A certificate of practicing Company Secretary regarding compliance of Corporate Governance as stipulated under Clause 49 of the listing agreement is annexed to the Report on Corporate Governance,

SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate pursuant to section 383 A issued by M/s R. N. Shah & Associates, Company Secretaries is annexed herewith.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors hereby confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) that the Directors have 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 the period;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis,

AUDITOR S OBSERVATIONS:

The observations of the Auditors are clarified in the appropriate notes to the Accounts,

As stated in the report the re-appointments of Mr, F. J. Guzdar as Whole-Time-Director for the years 2010-2011 and 2011- 2012 which was to be approved by Special Resolution by Members was approved by Ordinary Resolution is recommended to be ratified by Members at the ensuing Annual General Meeting and pass Special Resolutions ratifying for both years.

ACKNOWLEDGEMENTS:

The Directors wish to thank the Government of India and various State Government Authorities, Public Financial Institutions, the Bankers, Auditors and Solicitors of the Company for the guidance, advice and assistance rendered by them from time to time. The Directors also thank the shareholders for their continued support to the Company.

For and on behalf of the Board of Directors

Mumbai : (T. R. SWAMINATHAN)

Dated : 17th May, 2012. DIRECTOR


Mar 31, 2011

To the members of 64th ANNUAL REPORT

The Directors are pleased to present herewith the 64th Annual Report of the Company consisting of the Audited Accounts for the financial year 31st March, 2011 together with the Directors' Report and Auditors' Report there on,

FINANCIAL RESULTS

(Rs. in 000)

2010-11 2009-10

Sales & Service 2600 1537

Other Income 9340 6205

11940 7742

Less: Expenses 7319 7367

Profit & (loss) before taxation 4621 375

Provision for taxation (Fringe Benefit Tax) - -

Prior Period expenses - (2628)

Extraordinary Item [Net] - 12096

Profit (loss) for the year 4621 9843

ss): Balance in Profit & Loss Account b/f (112537) (122380)

Less: General Reserve 39804 39804

Balance of Profit/(Loss) (68112) (72733) carried to Balance Sheet

DIVIDEND:

Your Directors regret their inability to recommend any Dividend for the year under review,

ANALYSIS OF RESULTS 2010-11:

Turnover during the year under review amounted to Rs,26,00 lakhs and the profit after extraordinary item is Rs.46,21 lakhs. '

CHANGE IN THE FACE VALUE OF EQUITY SHARES.

Members at the 63rd Annual General Meeting approved the con- version of Two equity shares of Rs.0.50 Paise into One Equity share of Rs.1.00 each and accordingly, the Company intimated the Registrar of Companies, Maharashtra; Mumbai and all three Stock Exchanges where the Company's shares are listed, The Company has received approval from Stock Exchanges.

CHANGE IN OBJECT CLAUSE OF THE COMPANY:

Members by Postal Ballot approved addition of new Objects al- lowing the Company to commence financing business. Result of which has been declared on 13th April, 2011 and the Company has filed the Form 23 with altered Objects Clause with the Office of Registrar of Companies, Maharashtra, Mumbai and also informed the Stock Exchanges were the Company's shares are listed. The Company has received approval from Registrar of Companies, Maharashtra, Mumbai for alteration of Object Clause. Necessary application will be made to Reserve Bank of India for Registering the Company as a NBFC company,

LABOUR OUTSTANDING / DISPUTE:

As mentioned in the Director's Report last year a majority of work- men have collected their dues as per Memorandum of settle- ment dated 23-10-2000 and the remaining (76 workmen) are yet to collect their balance dues,

DIRECTORS:

In terms of Article 149 to 151 of Article of Association of the Com- pany, Mr, R. S. Jhawar retires by rotation but being eligible, offer himself for re-election

Mr. F, J, Guzdar has been re- appointed by the Board of Directors as a Whole- time Director for a further period of one year w.e.f 1 st April 2011 subject to approval of shareholders of the Company at the ensuing Annual General Meeting,

DEPOSITS:

The Company has not accepted any public deposit during the financial year and, as such, has no outstanding as on 31.03,2011.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS:

Since the Company has sold its Industrial undertakings to Exide Industries Ltd,, effective February 1998, the above particulars are no more relevant.

PARTICULARS OF EMPLOYEES:

No employee is covered under the provision of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended and, as such, there is nil information to submit.

AUDITORS:

M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, the ex- isting Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for re appointment.

As the Financial Institution, Nationalised Bank and General Insur- ance Companies hold more than 25% of the subscribed share capital of the Company, the appointment of M/s. B. K. Khare & Company as Auditors of the Company require the passing of a special resolution pursuant to Section 224A of the Companies Act, 1956 which will be proposed at the forthcoming Annual General Meeting.

CORPORATE GOVERNANCE:

A separate report on corporate Governance is enclosed as a part of Annual Report of the Company. A certificate of practising com- pany secretary regarding compliance of Corporate Governance as stipulated under Clause 49 of the listing agreement is annexed to the Report on Corporate Governance.

SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate pursuant to section 383 A is sued by M/s R. N. Shah & Associates, Company Secretaries is annexed here with

DIRECTORS' RESPONSIBILITY STATEMENT

Directors here by confirm:

(i) that'in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) that the Directors have 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 the period;

(Hi) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis,

AUDITOR'S OBSERVATIONS:

The observations of the Auditors are clarified in the appropriate notes to the Accounts,

ACKNOWLEDGEMENTS:

The Directors wish to thank the Government of India and various State Government Authorities, Public Financial Institutions, the Bankers, Auditors and Solicitors of the Company for the guidance, advice and assistance rendered by them from time to time. The Directors also thank the shareholders for their continued support to the Company,

For and on behalf of the Board of Directors

R, S. Jhawar DIRECTOR

Mumbai,

Dated : 30th May, 2011,


Mar 31, 2010

The Directors are pleased to present herewith the 63rd Annual Report of the Company consisting of the Audited Accounts for the financial year 31st March 2010 together with the Directors Report and Auditors Report thereon.

FINANCIAL RESULTS

(Rs. in 000)

2009-10 2008-09

Sales & Service 1537 2120

Other Income 6205 8754

7742 10874

Less: Expenses 7367 9189

Profit & (loss) before taxation 375 1685

Provision for taxation (Fringe Benefit Tax) - 155

Prior Period expenses (2628)

Extraordinary Item [ Net ] 12096

Profit (loss) for the year 9843 1530

ss): Balance in Profit & Loss Account b/f (122380) (123910)

Less: General Reserve 39804 39804

Balance of ProfiV(Loss) (72733) (82576)

carried to Balance Sheet



DIVIDEND:

Your Directors regret their Inability to recommend any Dividend for the year under review.

ANALYSIS OF RESULTS 2009-10:

Turnover during the year under review amounted to Rs, 15.37 lakhs and the profit after extraordinary item is Rs.98.43 lakhs. As informed in the last Annual Report, efforts for exploring new business activities are continuing and on crystallisation of the same, necessary approvals of the share-holders will be sought.

CHANGE IN THE FACE VALUE OF EQUITY SHARES.

To facilitate trading of the Companys shares on Stock Exchange, your Directors have proposed a resolution for conversion of existing face value of shares of Re 0.50 each into Re 1 /- per share. For this purpose, each share-holder will be entitled to one equity share of Re 1/- each for every two shares of Re 0.50 held by them. The Company will offer a scheme for purchase of fractional shares resulting from the change in face value.

LABOUR OUTSTANDING / DISPUTE:

As mentioned in the Directors Report last year a majority of workmen have collected their dues as per Memorandum of settlement dated 23-10-2000 and the remaining 72 workmen are yet to collect their balance dues.

DIRECTORS:

In terms of Article 149 to 151 of Article of Association of the Company, Mr, S. L. Mundra and Mr Supriya Mukherjee retire by rotation but being eligible, offer themselves for re-election

Mr. F. J. Guzdar has been re- appointed by Board of Directors as a Whole-time Director for a further period of one year w.e.f 1st April 2010 subject to approval of shareholders of the Company at the ensuing Annual General Meeting.

SHIFTING OF REGISTERED OFFICE

The Company during the financial year for the administrative convenience, shifted Registered office to Custom Court, Opp Podar Hospital, Dr Annie Besant Road, Worli, Mumbai - 400 018 with effect from 12th November 2010.

DEPOSITS:

The Company has not accepted any public deposit during the financial year and, as such, has no outstanding as on 31.03.2010

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS:

Since the Company has sold its Industrial undertakings to Exide Industries Ltd., effective February 1998, the above particulars are no more relevant.

PARTICULARS OF EMPLOYEES:

No employee is covered under the provision of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended and, as such, there is nil information to submit.

AUDITORS:

M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, the existing Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for re appointment.

As the Financial Institution, Nationalised Bank and General Insurance Companies hold more than 25% of the subscribed share capital of the Company, the appointment of M/s. B. K, Khare & Company as Auditors of the Company require the passing of a special resolution pursuant to Section 224A of the Companies Act, 1956 which will be proposed at the forthcoming Annual General Meeting.

CORPORATE GOVERNANCE:

A separate report on corporate Governance is enclosed as a part of Annual Report of the Company. A certificate of practising company secretary regarding compliance of Corporate Governance as stipulated under Clause 49 of the listing agreement is annexed to the Report on Corporate Governance.

SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate pursuant to section 383 A issued by M/s R. N. Shah & Associates, Company Secretaries is annexed herewith

DIRECTORS RESPONSIBILITY STATEMENT

AUDITORS OBSERVATIONS:

Directors hereby confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) that the Directors have 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 the period;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

The observations of the Auditors are clarified in the appropriate notes to the Accounts.

ACKNOWLEDGEMENTS:

The Directors wish to thank the Government of India and various State Government Authorities, Public Financial Institutions, the Bankers, Auditors and Solicitors of the Company for the guidance, advice and assistance rendered by them from time to time. The Directors also thank the shareholders for their continued support to the Company.



For and on behalf of the Board of Directors

CHAIRMAN

Mumbai, Dated :24th Sept 2010



 
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