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Directors Report of Varun Industries Ltd.

Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 17th Annual Report on the business and operations of your Company for the year ended 31st March 2013. In compliance with Clause 49 of the Listing Agreement, a separate section on Management Discussion and Analysis Report forms part of this Annual Report.

1 FINANCIAL PERFORMANCE:

(Rs.in Crore)

Year ended Year ended 31" March 2013 31s''March 2012

Income 339.99 3132.27

Profit before Tax (35.72) (157.76)

Less: Provision for Taxation (1.24) 0.04

Profit after Tax (34.48) (157.80)

Add: Balance brought forward (62.96) 94.83

Disposable Profit (97.44) (62.96)

Appropriations:

Transfer to General Reserve

Proposed Dividend Tax on Dividend

Balance carried to Balance Sheet (97.44) (62.96)

2. PERFORMANCE REVIEW:

In view of the worldwide recessionary factors, the Company''s financials have been affected to a greater extent resulting in approach to the Consortium of Bankers for approving Corporate Debt Restructuring (CDR) package for the Company.

In view of several constraints, there was delay in complying with the requirements of CDR mechanism. This has result in adverse financial results primarily arising out of the low level of operations of the Company.

However, efforts are under way to revive the operations including exports of the Company.

3. FUTURE OUTLOOK: - '' ''

The Company is hopeful of improving its financial position. The Company is also undertaking all necessary efforts to reduce costs and increase profitability.

4. DIVIDEND.

In view of the net loss incurred by the Company in the financial year 2012-13, the Directors do not recommend any dividend. 5- PLEDGE OF PROMOTER & PROMOTER GROUP SHAREHOLDING IN THE COMPANY.

As on March 31, 2013, Promoter & Promoter Group were holding 1,14,63,518 shares representing 39.37% of the equity share capital of the Company, out of which 1,14,56,579 shares representing 39.35% of the Promoter & Promoters Group holding were pledged.

6. CORPORATE DEBT RESTRUCTURING:

The Company was referred to the Corporate Debt Restructuring Forum, a non-statutory voluntary mechanism set up under the aegis of the Reserve Bank of India ("RBI"), for the efficient restructuring of corporate debt (hereinafter referred to as the "CDR"). Pursuant thereto, the CDR Empowered Group ("CDR EG") approved a restructuring package in terms of which the existing facilities were restructured as set out in the Letter of Approval (LOA) dated 28th December, 2012 issued by Corporate Debt Restructuring Cell ("CDR Cell").

7. EXTRA ORDINARY GENERAL MEETING FOR ISSUE OF SHARfc.S ON PREFERENTIAL BASIS TO MR. KIRAN H MEHTA. PROMOTER DIRECTOR OF THE COMPANY:

The Company has held an Extra Ordinary General Meeting of Members on 18lh April, 2013 for issuing shares on preferential basis to Mr. Kiran N. Mehta, Promoter Director of the Company as per CDR Scheme as approved by the CDR EG on 28,h December, 2012. The Company has made an application to BSE Ltd. and National Stock Exchange of India Limited for their In Principal Approval. The Company will allot the equity shares to said Mr. Kiran N. Mehta only after getting BSE & NSE approval.

S CORPORATE GOVERNANCE:

A Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement with the stock exchanges.forms part of the Annual Report.

As per the requirements of the said Clause, a Certificate from the Auditors of the Company, M/s. Chunnilal & Company, Chartered Accountants conforming compliance to the conditions of Corporate Governance is annexed to this Report.

9. SUBSIDIARY COMPANIES

During the year under review, Varun Petroleum SARL, Oil and Gas Incorporation SARL, Varun International SARL, Madagascar Energy Corporation SARL, Varun Energy Corporation SARL, Varun SARL and Varun Torian International SARL, Madagascar ceased to be subsidiaries of the Company.

During the year, the investments in the aforesaid subsidiary Companies were disposed of at cost due to non-payment of share application money and subsequent cancellation of the Share Purchase Agreement between the Parties and the disposal proceeds were set off against the amount due to related party. Hence the Company did not prepare consolidated financial statements for the aforesaid subsidiary companies for the year under review.

In accordance with the general circular issued by the Ministry of Corporate Affairs (MCA), Government of India (GOI), Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not attached with the Balance Sheet of the Company. The Company shall make available the copies of annual accounts of the subsidiary companies and related detailed information to the shareholders of the Company seeking the same. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder at the Registered Office of the Company and that of respective subsidiary companies.

Further, pursuant to Accounting Standard (AS)-21 prescribed under the Companies (Accounting Standards) Rules, 2006 and the Listing Agreement, Consolidated Financial Statements presented herein by the Company include financial information of subsidiary companies, which forms part of this Annual Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of the provisions of Section 217(2AA) of the Act, your Directors confirm that:

i) in the preparation of the annual accounts, 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 your Company at the end of the financial year and of the profit of your Company for that year;

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

iv) the Directors had prepared the annual accounts on a ''going concern'' basis.

11. DIRECTORS:

Mr. Kiran N. Mehta, Chairman & Managing Director, Mr. Kailash S. Agarwal, Managing Director and Mr. Varun K. Mehta, Whole-Time Director of the Company have informed the Company that in view of the current financial difficulties being faced by the Company, they will render services to the Company free of any remuneration w.e.f. 1st March 2012 till the improvement in the financial position of the Company.

Mr. Varun K. Mehta ceased to be a director and wholetime director of the Company w.e.f. 25th March, 2013. In accordance with the act and the Articles of Association of the Company, Mr. Raaja Jain and Mr. Mahender Tahilramani retire by rotation and being eligible offer themselves for re-appointment.

As required by Clause 49 of the Listing Agreement, brief profiles of the above referred Directors, nature of their expertise in specific functional areas and names of companies in which they are directors, are provided in the Corporate Governance Report forming part of the Annual Report.

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

Pursuant to the provisions of Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo, are given in Annexure ''A'' to this Report.

13. FIXED DEPOSITS:

During the year under review, the Company has not accepted any fixed deposits.

14. AUDITORS:

The Auditors of the Company, M/s. Chunnilal & Company, Chartered Accountants, Mumbai holds office until the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. The Company has received a letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

15. AUDITORS''RFMAnK/O0fRs.EI(VATICN:

Auditors have remarked on the following aspect, which are being explained hereunder:

a) Short Provisions of Rs.51.33 Crore towards bank interest: The Company''s proposal for CDR has been approved by CDR EG vide its letter dated 28th December, 2012 and confirming minute''s letter dated 23rd January, 2013. Before the CDR Scheme becoming effective, the Master Restructuring Agreement (MRA) has been executed and signed between the Company and the Consortium of Bankers on 29th March, 2013 upon certain terms and conditions to be complied with by the Company and therefore there is a short provision of Rs.51.33 Crore towards bank interest. The Company has already given effect as per MRA dated 29th March, 2013 signed with Consortium of Bankers.

b) Increase in Company''s Borrowing Powers U/s. 293(1 )(d): The Company''s Board has approved the increase in limit of Borrowing Powers U/s. 293(1 )(d) of the Companies Act, 1956 from Rs.20,00,00,00,000/- to Rs.30,00,00,00,000/- subject to approval of Members at the ensuing 17th Annual General Meeting. The enabling resolution for the same has already been included in the Notice calling Annual General Meeting to be held on 26th September, 2013 for the approval of Members.

c) Settlement deed dated 15th April, 2012 with two overseas debtors agreeing to allow the discount of n 60.60 Crore and to defer the balance export realization of Rs.1460.97 Crore for five years: The Company is in the process. of seeking permission for the deferment of export receivables.

d) Confirmation of balances of debtors, creditors, loans & advances, deposit, other receivables and payables: There are differences in balances due to the ongoing litigations of the Company. Certain balances are in the process of reconciliation and the same shall be completed in due course of time.

e) Ascertainment of Coftingent liabilities on account of ongoing litigations in various courts/tribunals: The explanation given by the Auditor is self-explanatory and need not require any further explanation by the Management.

16. COSr AUDITORS:

In pursuance of Section 233-B of the Companies Act, 1956 and directives of Central Government, your Directors have appointed M/s. Joshi Apte & Associates, Cost Accountants, as the Cost Auditors to conduct cost audit of the product "Steel" for the years 2012-13 and 2013-14 in place of M/s. Mehta N. & Associates who have expressed their inability to continue as Cost Auditors due to their pre-occupation. The Company has received confirmation from M/s. Joshi Apte & Associates that their appointment, if made, will be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. The Cost Audit Report for the year ended 31.3.2013 will be filed on or before 27.9.2013, the due date.

17. LISTING OF SECURITIES:

Your Company''s shares are listed on the BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) and the listing fees for these two exchanges have been paid by the Company.

18 PARTICULARS OF EMPLOYEES:

Information as prescribed by Section 217(2A) of the Act, read with Companies (Particulars of Employees) Amendment Rules, 2011 is given as an annexure to this Report. However, pursuant to the provisions of Section 219(1)(b)(IV) of the Act, the Report and Accounts are being circulated to all the Members without the said annexure. Members interested in the said information may write to the Company Secretary at the Registered office of the Company.

19, ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation to the Company''s Bankers and Financial Institutions, Government Authorities, Regulatory Bodies, Customers,Vendors and Investors for their continued assistance and co- operation during the year under review. Your Directors also wish to place on record their deep sense of appreciation of the committed services displayed by all the executives, staff and workers of the Company at all levels and also highly appreciate their hard work and co-operation to take the challenge in order to accomplish the Company''s mission.

For and on behalf of the Board of Directors

Sd/-

Place : Mumbai Kiran N. Mehta

Date : May 30,2013 Chairman &'' Managing Director

Registered Office:

13, Shankheshwar Darshan, A. G. Pawar Cross Lane, Byculla (East), Mumbai - 400 027.


Mar 31, 2010

The Directors have pleasure in presenting their Fourteenth Annual Report on the business and operations of your Company for the year ended 31st March 2010. A detailed Management Discussion and Analysis report forms part of this Annual Report.

1. FINANCIAL RESULTS

(Rs. in crore)

Year ended Year ended 31st March 2010 31st March 2009

Income 1,541.17 1,193.27

Profit Before Tax 35.83 20.07

Less: Provision for Taxation 12.01 7.25

Profit after Tax 23.82 12.82

Add: Balance brought forward 45.77 35.54

Disposable Profit 69.59 48.36

Appropriations:

Transfer to General Reserve 1.19 0.00

Proposed Dividend 3.32 2.21

Tax on Dividend 0.55 0.38

Balance carried to Balance Sheet 64.53 45.77

2. PERFORMANCE REVIEW

A global slow down was witnessed by the world economy during the last two years; however, India has emerged relatively unscathed from the global financial crisis. The country recorded a healthy GDP growth rate of 7.2%. Several macro economic indicators revived especially during the second half of the financial year. The manufacturing industry grew at 8.9% during the year.

In spite of the volatile financial and currency markets, your Company achieved a better performance. Markets improvedslowly, but reduction in export incentives had an adverse impact on export realization. Efforts were made to contain costs, as a result of which, your Company recorded higher operative profit. It has also undertaken diversification programmes which will bring about overall growth in its business and profitability.

With a better monsoon in the offing, the per capita income is likely to grow, which will have a positive impact on the business environment.

During the year under review, your Company recorded an income of Rs. 1,541.17 crore, as against Rs. 1,193.27 crore in theprevious year, representing an increase of 29%. The profit before tax was higher by 79% at Rs. 35.83 crore as against Rs. 20.07 crore for the previous year. The profit after tax at Rs.23.82 crore was higher by 86% as against Rs. 12.82 crore for the previous year.

3. FINANCIAL RESOURCES

a) Convertible Equity Warrants

On 27th August 2009, the Board of Directors allotted 70,00,000 warrants convertible into equal number of equity shares at a price of Rs. 43.20 per warrant. The details of the said allotment are as under:

S. Names of warrant allottees No. of warrants Amount paid per warrant on No. application (@25% of Rs.43.20 per warrant)

1. Shri Kiran N. Mehta 41,40,803 Rs.4,47,20,673/-

2. Shri Kailash S.Agarwal 28,59,197 Rs.3,08,79,328/-

TOTAL 70,00,000 Rs. 7,56,00,001/-

The said warrants can be converted into equal number of equity shares within 18 months from the date of allotment. If the option to convert the warrants into equity shares is not so exercised, the money paid on application shall be forfeited. The application money was utilised for the purpose for which it was raised, namely, working capital requirements.

b) Utilization of internal accruals and IPO proceeds

The Company had, vide its Prospectus dated 9th October 2007, made an Initial Public Offering (IPO) of 90,00,000 Equity Shares of the face value of Rs. 10/- each at a premium of Rs. 50/- per share. The amount of internal accruals and IPO proceeds was finally utilised as follows, for which, your approval is being sought at the Forthcoming Annual General Meeting:-

(Rupees in Lac)

S. Particulars Utilization-Projected, Utilization-Actual, No as per Prospectus as on 31-3-2010

(j) Brand Building and launching of products in the domestic markets 1,000 647.50

(ii) Margin money for Working Capital requirements 4,074 3,967.02

(iii) Public Issue Expenses 450 550.17

(iv) Investments/Deposits/ Working capital - 360

4. PROJECTS

a) Stainless Steel Kitchenware/Houseware Manufacturing Plant & Warehouse Project

At the state-of-the art manufacturing facility set up by the Company at Vasai, further expansion of the facilities is being undertaken. This will allow the Company to focus more on customization and enhancement of quality and also improve upon the supply chain efficiency which is very vital to give the Company a competitive edge in the export market.

The Retail division is re-inventing itself to be more cost effective and to widen its exposure pan India. Varun is now opting for the concept of shop-in-shop and mall-in-mall rather than its own boutique stores. It will also focus on institutional and bulk sales, while concentrating on fast moving items.

b) Backward Integration Projects

i) Jodhpur, Rajasthan

The second phase of expansion was successfully implemented at the Companys Steel Re-Rolling Plant at Jodhpur, thereby increasing the capacity to 18,000 tonnes per annum. The Re-Rolling facilities consist of two Hot Rolling Mills, three Annealing Furnaces and 21 Cold Rolling Mills. The plant which was set up as a step towards backward integration to manufacture sheets exclusively for captive use has also started selling Re-Rolling products which has received an encouraging market demand.

As a step towards further backward integration, the Board of Directors have approved setting up a new state-of-the-art Stainless Steel cum Alloy steel complex at Rohat, Jodhpur to manufacture flats, structurals, angles, rounds, wire rods, channels and long products. The plant will be set up in two phases. The cost of the first phase is estimated at Rs. 230 crore, which will have a capacity of 1,20,000 MT per annum. Land to the extent of 150 acres has already been acquired and at present actions have been initiated to obtain various licenses and approvals.

ii) Bagalkote, Karnataka

The Company had made an application to the Government of Karnataka to set up a Steel Plant at Bagalkote, which was approved at a high level Steering Committee of the Government. The cost of the Plant is estimated at Rs. 304 crore. The Government of Karnataka has also allotted to the Company land admeasuring 500 acres at Bagalkote to set up the unit.

The Company is committed to optimize on its core area of competence which is steel and these plants will catapult it into the elite league of large steel manufacturers.

c) Power Generation

Wind power generation resulted in income of Rs. 2.82 crore during the year. The Company plans to set up a few more windmills during the year.

d) Iron Ore Mining

The Memorandum of Understanding signed with the Government of Karnataka for setting up a plant there makes the Company eligible for preferential allotments of mining licenses in the state of Karnataka.

e) Oil & Natural Gaa

The charter hire contract for a mobile drilling rig with ONGC is running smoothly. Maintenance contract with ONGC for Ankleshwar and Karaikal sites is also running smoothly. The Company is making efforts to secure business from ONGC, GAIL and IOC for supply of materials and services.

f) International Ventures

The Varun Group has understood that to grow, it must cross boundaries and look at emerging economies for opportunities.

In order to acquire major interest In the areas of uranium, oil and natural gas, the Company has recently set up three subsidiaries in Mauritius, namely:

- Varun Holdings Limited

- Varun Mines & Minerals Limited

- Varun Petroleum Limited

Varun Petroleum Limited, Mauritius has entered into an Agreement to acquire majority shares in Varun Petroleum SARL, Madagascar.

Varun Mines & Minerals Limited has entered into Agreements to acquire majority shares in Madagascar Energy Corporation and Varun International SARL, Madagascar.

Uranium prospects

The Varun Group has acquired majority shares in certain companies which are engaged in exploration, exploitation and out-put sale of 1,011 blocks (100 in process) covering about 6,900 sq. kms., with estimated reserves of 17,00,000 tons of uranium, 43,50,000 tons of thorium and traces of gold and gems.

The preliminary research work has been completed and the evaluation of reserves will commence shortly. The Group is optimistic of completion of the exploration phase before the estimated 3-5 years.

The demand for uranium is outstripping supply and the continuous need for alternative fuels to meet the tremendous energy demands has resulted in several companies across the world racing to be part of uranium exploration in the few remaining mineral rich countries. India in particular, is looking for suppliers and the Varun Group sees itself as a forerunner among Indian companies in the mining and production of uranium.

Oil & Natural Gas Prospects

Varun Group has acquired majority shares in certain companies which have acquired block 3101 covering about 6,600 sq. kms. in the highly prospective Morondava Basin which has established hydrocarbon reserves and oil production.

Varun also has an offshore Natural Gas block admeasuring 13,200 sq. kms. on the basin of the Indian Ocean which is possibly among the largest in the world.

Joint Venture In the Republic of Poland

Recently, it has been decided to form a Joint Venture company by the name Varun Sp. Zoo in the Republic of Poland in which the Company would hold 50% share capital. The new venture would undertake export-import of several Items including stainless steel kitchenware, hardware, tools, cookware sets, non-stick, electronics and electrical Items etc.

5. DIVIDEND

Your Directors have recommended a dividend of Rs.1.50/- per share, on 2,21,13,945 fully paid equity shares of Rs. 10/- each. The total cash outflow on account of the dividend including tax thereon would be Rs. 3.87 crore.

6. SUBSIDIARY COMPANIES

Earlier, the Company had four subsidiaries in India, viz., Varun Jewels Private Limited, Shri Sal Jewels Private Limited, Varun Petroleum Corporation Private Limited and Varun Minerals Corporation Private Limited. Recently, the Company acquired the entire equity share capital of Nagina Hotel Private Limited, thereby making it a wholly owned subsidiary. The said company was amalgamated with the Company w.e.f. 1" January 2010, as per the orders of the Honble Bombay High Court.

The Company has three wholly owned subsidiaries in Mauritius viz., Varun Holdings Limited, Varun Mines & Minerals Limited and Varun Petroleum Limited.

Varun Petroleum Limited, Mauritius, had entered into an agreement to acquire majority shares in Varun Petroleum SARL, Madagascar. Further, Varun Mines & Minerals Limited, Mauritius, had entered into agreements to acquire majority shares In Madagascar Energy Corporation, Madagascar and Varun International SARL, Madagascar.

In terms of approval granted by the Government of India pursuant to Section 212(8) of the Companies Act, 1956, the Balance Sheets, Profit and Loss Accounts and Reports of the Board of Directors and Auditors of the subsidiaries have not been attached to the Balance Sheet of the Company. These documents will be made available upon request by any member of the Company. As directed by the Central Government, the financial data of the subsidiaries is furnished under the heading Information on the financials of the subsidiary companies, forming part of the Annual Report.

A Statement containing particulars pursuant to the provisions of Section 212(1)(e) of the Companies Act, 1956, in respect of the above subsidiaries forms part of this Annual Report. In compliance with Clause 32 of the Listing Agreement, audited consolidated financial statements of the Company and its subsidiaries also form part of this Annual Report.

7. CORPORATE GOVERNANCE

A Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report.

As per the requirements of the said Clause, a Certificate from the Auditors, M/s. Chunnilal & Company, confirming compliance with the conditions of Corporate Governance is annexed to this Report.

8. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Act, your Directors confirm that:

i) in the preparation of the annual accounts, 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 your Company at the end of the financial year and of the profit of your Company for that year;

iil) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other Irregularities; and

iv) the Directors had prepared the annual accounts on a going concern basis.

9. DIRECTORS

Shri S. Rajagopal retires by rotation at the 14,h Annual General Meeting and is eligible for re-appointment.

Shri D. K. Mukhopadhyay, who retires by rotation at the 14th Annual General Meeting, is not seeking re-appolntment. It Is proposed not to fill-in the casual vacancy caused by his retirement at the said meeting or any adjournment thereof.

The Board places on record its sincere appreciation of the valuable advice and guidance rendered by Shri Mukhopadhyay during his association with the Company.

Pursuant to the provisions of Section 260 of the Act and Article No. 115 of the Articles of Association, Shri Varun Mehta was appointed as an additional director and Whole Time Director with effect from 31" October 2009 and holds office up to the date of the forthcoming Annual General Meeting. The Company has received notices from members proposing his appointment as a director.

As stipulated by Clause 49 of the Listing Agreement, brief profiles of the Directors seeking appointment/re-appointment, nature of their expertise in specific functional areas and names of companies In which they are directors are provided In the Corporate Governance Report forming part of the Annual Report.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo, are given in Annexure A to this Report.

11. FIXED DEPOSITS

The Company has not accepted fixed deposits.

12. AUDITORS

M/s. Chunnllal & Company, Chartered Accountants, Statutory Auditors, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appolntment.

13. PARTICULARS OF EMPLOYEES

Information as prescribed by Section 217(2A) of the Act, read with Companies (Particulars of Employees) (Amendment) Rules, 2002 is given as an annexure to this Report. However, pursuant to the provisions of Section 219(1)(b)(IV) of the Act, the Report and Accounts are being circulated to all the members without the said annexure. Members interested in the said information may write to the Company Secretary at the registered office of the Company.

14. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the assistance and co-operation received from the banks, financial Institutions, Government authorities, customers, vendors and investors during the year under review. Your Directors also wish to place on record their appreciation of the committed services of the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Klran N. Mehta

Chairman & Managing Director Mumbal, 22nd July 2010

Registered Office:

13, Shankheshwar Darshan, A. G. Pawar Cross Lane, Byculla (East), Mumbal - 400 027

 
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