To
The Members of
M/s. BROACH LIFECARE HOSPITAL LIMITED
Your Directors have pleasure in presenting the 2nd Board's Report together
with the Audited Statement of Accounts and the Auditors' Report of your company for the
financial period ended 31st March, 2025.
FINANCIAL HIGHLIGHTS
The Company's performance during the financial year ended March 31, 2025 as compared to
the previous financial year is summarized below:
(Amount in Lakhs)
Particulars |
202425 |
202324 |
Net Sales / Income from Business Operations |
317.94 |
260.58 |
Other Income |
4.58 |
0.00 |
Total Income |
322.52 |
260.58 |
Less: Expenses |
250.91 |
167.24 |
Profit / Loss before tax and Extra Ordinary / Exceptional Items |
71.61 |
93.34 |
Less: Extra Ordinary / Exceptional Items |
0.00 |
0.00 |
Profit Before Tax |
71.61 |
93.34 |
Less: Current Income Tax |
15.88 |
21.00 |
Less: Previous period Adjustment of Income Tax |
0.00 |
0.00 |
Less: Deferred Tax |
2.14 |
2.58 |
Net Profit After Tax |
53.59 |
69.76 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
During the period under review, the Company has earned Rs. 317.94 Lakhs as revenue from
operations as compared to 260.58 Lakhs for the previous year. However, the net profit for
the period under review has been Rs. 71.61 Lakhs as compared to 69.76 Lakhs for the
previous year. Your Directors are continuously looking for avenues for future growth of
the Company. They are working on enhancing revenues and profitability of the company. It
will now be the Company's endeavor to improve on it in the years ahead. The Company got
listed on SME platform of BSE Limited during the year.
change in nature of business:
The Company is primarily engaged in the activities of healthcare services. During the
period under review, there was no change in nature of business of the Company.
dividend
With a view to conserve the resources for future prospect and growth of the Company,
the Board of Directors of the Company have not recommended any Dividend on Equity Shares
of the Company. Dividend Distribution policy is uploaded on website at
www.maplehospital.in.
annual return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual
Return for the financial year ended March 31, 2024 is available on the website of the
Company at www.maplehospital.in, under the section Investor Relations'.
transfer to reserves in terms of section 134 (3) (J) of the companies act, 2013
It is not proposed to transfer any amount to reserves out of the profits earned during
FY 202425.
information about subsidiary/ joint venture/ associate company
The Company does not have any Subsidiary, Joint venture or Associate Company. No
Company has become or ceased to be subsidiary, Joint Venture or Associate Company during
the period under the review.
corporate social responsibilty:
The provision of Section 135 of Companies Act, 2013 and rules made thereunder are not
applicable to our Company for the financial year ended 31st March, 2025.
corporate governance:
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the compliance under Regulation 27(2) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not apply to our
Company. Therefore, the Company has not provided a separate report on Corporate
Governance.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
During the year, there was no unpaid/unclaimed Dividend declared and paid last year,
the provisions of Section 125 of the Companies Act, 2013 do not apply.
MATERIAL CHANGES AND COMMITMENTS
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Company's financial position, have occurred between the end of the
financial year of the Company and date of this report.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Period 202425, the Company held 11 (Eleven) board meetings of the
Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below.
The provisions of Companies Act, 2013 were adhered to while considering the time gap
between two meetings.
Sr. No Date of Board Meeting |
Board Strength |
Number of Directors present |
1 02/04/2024 |
5 |
5 |
2 22/05/2024 |
5 |
5 |
3 24/05/2024 |
5 |
5 |
4 15/06/2024 |
5 |
5 |
5 04/07/2024 |
5 |
5 |
6 15/07/2024 |
5 |
5 |
7 06/08/2024 |
5 |
5 |
8 19/08/2024 |
5 |
5 |
9 30/10/2024 |
5 |
5 |
10 14/11/2024 |
5 |
5 |
11 13/03/2025 |
5 |
5 |
S ,r' Name No |
No. of Board meeting Entitled to attend |
No. of Board meeting Attended |
1. Dr. Jaykumar Narendra Vyas |
11 |
11 |
2. Dr. Shachi Jaykumar Vyas |
11 |
11 |
3. Mrs. Dhyuti Krupesh Joshi |
11 |
11 |
4. Mr. Mehul Narendrakumar Hingu |
11 |
11 |
5. Mr. Shrikrishna Ramesh Chaudhari |
11 |
11 |
Meetings of Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the Board met 1 time during the Financial
Period under review as follows:
S. No. Date of Committee Meeting |
Number of members of Committee |
Number of members who attended the Committee Meeting |
1. 13/03/2025 |
3 |
3 |
Meetings of Audit Committee
The Audit Committee of the Board met 10 times during the Financial Period under review
as follows:
S. No. Date of Committee Meeting |
Number of members of Committee |
Number of members who attended the Committee Meeting |
1. 02/04/2024 |
3 |
3 |
2. 22/05/2024 |
3 |
3 |
3. 15/06/2024 |
3 |
3 |
4. 04/07/2024 |
3 |
3 |
5. 15/07/2024 |
3 |
3 |
6. 06/08/2024 |
3 |
3 |
7. 19/08/2024 |
3 |
3 |
8. 30/10/2024 |
3 |
3 |
9. 14/11/2024 |
3 |
3 |
10. 13/03/2025 |
3 |
3 |
Meetings of Nomination and Remuneration Committee Meeting
The Nomination and remuneration Committee of the Board met 2 times during the Financial
Period under review as follows:
S. No. Date of Committee Meeting |
Number of members of Committee |
Number of members who attended the Committee Meeting |
1. 02/04/2024 |
3 |
3 |
2. 13/03/2025 |
3 |
3 |
MEETINGS OF THE MEMBERS
During the Financial Period 202425, the Company held 1 (One) general meetings of the
members which is summarized below.
SN Date of Meeting |
Type of Meeting |
Members Strength |
No. of Members Present |
1. 01/07/2024 |
Annual General Meeting |
8 |
7 |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms that
(a) In the preparation of the annual accounts for the Financial period ended on 31st
March, 2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial period and of
the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All the related party transactions entered by the Company were at arms' length and in
the ordinary course of business. Transactions with related parties are conducted in a
transparent manner with the interest of the Company and Stakeholders as utmost priority.
The material contracts or arrangements entered into during the Financial Period 202425 are
disclosed in Form AOC2 annexed herewith as Annexure: 1. The details of all
related party transactions are disclosed in Notes to Financial Statements.
PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosure with respect to the remuneration of Directors and employees as required
under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure 2_attached
herewith and forms part of this Report. The information required pursuant to Section 197
of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company
is provided in a separate exhibit which is available on the website of the Company
www.maplehospital.in, under the section Investor Relations', and is also available
for inspection by the Members up to the date of the ensuing Annual General Meeting.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report has been separately furnished in the
Annual Report and forms a part of the Annual Report. Same is annexed as Annexure 3.
AUDITORS
Statutory Auditor
Present statutory Auditor M/s. K. K. Haryani & Co., Chartered Accountants (FRN:
121950W) were reappointed at first Annual general meeting held on 1st July,
2024 to hold office till conclusion of Sixth Annual General meeting of the company. The
Statutory Auditors have confirmed that they are not disqualified to continue as Statutory
Auditors and are eligible to hold office as Statutory Auditors of your Company. The
company had received eligibility certificate from the auditor.
Internal Auditor's appointment
M/s. R. M. Hariyani & Co, Chartered Accountant (Firm Registration No. 147657W),
Bharuch, Internal Auditor of the Company in pursuance of Section 138 of the Companies Act,
2013, and applicable provisions of Listing Regulations for the Financial Year 202425, in
the Board meeting held on Thursday, November 14, 2024.
Secretarial Auditor's appointment
M/s. N R Shah & Co, Practicing Company Secretary, Vadodara as Secretarial Auditor
of the Company in pursuance to the provisions of the section 204 of the Companies Act,
2013 for the Financial Year 202425, in the Board meeting held on Thursday, November 14,
2024.
STATUTORY AUDITORS' REPORT
The auditor's report does not contain any qualification, reservation or adverse remark
or disclaimer or modified opinion.
SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31,2025
As required under provisions of Section 204 of the Companies Act, 2013, the reports in
respect of the Secretarial Audit for FY 202425 carried out by M/s. N R Shah & Co,
Practicing Company Secretaries, in Form MR3 forms part to this report and annexed as Annexure4.
The said report does not contain any adverse observation or qualification or modified
opinion except comments non filing of Form MGT 14 & CHG 1. No charge instrument is
executed by the Bank for such Overdraft facility. The Company is taking required steps to
fulfill the requirement of Companies Act, 2013. Delay of 1 day for intimation of trading
window closure was unintentional. Same was due to lack of clarity regarding appropriate
platform or channel for submission of said intimation.
REPORTING OF FRAUD BY AUDITORS
During the period under review, statutory auditor has not reported under section 143
(12) of the Companies Act, 2013, any instances of fraud committed against the company by
its officers or employees.
LOANS, GUARANTEES AND INVESTMENTS
Kindly refer the financial statements for the loans, guarantees and investments
given/made by the Company as on March 31,2025.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
A. Conservation of Energy, Technology Absorption CONSERVATION OF ENERGY:
(i) The steps taken or impact on conservation of energy. |
The Company exercised the strict control in its operations to minimize
the power cost and reduce the waste of energy. |
(ii) The steps taken by the company for utilizing alternate sources of
energy. |
N. A. |
(iii) The capital investment on energy conservation equipments. |
N. A. |
TECHNOLOGY ABSORPTION:
1 Efforts in brief, made towards technology absorption, adaptation and
innovation |
None |
2 Benefits derived as a result of the above efforts |
N. A. |
3 Information Regarding Imported Technology |
N. A. |
4 Expenditure Incurred on R & D |
N. A. |
B. Foreign exchange earnings and Outgo
Particulars |
Amount in Lakhs |
Earnings |
NIL |
Outgo |
NIL |
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has developed and implemented a risk management policy which identifies
major risks which may threaten the existence of the Company. Risk mitigation process and
measures have been also formulated and clearly spelled out in the said policy.
DIRECTORS & KMP
During the period, the composition of the Board of Directors of your Company has been
in conformity with the requirements of the Companies Act, 2013. The Board of Directors of
the Company as on 31st March, 2025 consisted of 5 Directors. During the year, there
was no change in constitution of Board of directors of the Company. There was no
changes in KMP during the year.
Mrs. Shachi Jaykumar Vyas, WholeTime Director of the company, was retired by rotation
and was reappointed as a director at the 1st Annual General Meeting of the Company held on
July 1,2024.
Mrs. Dhyuti Krupesh Joshi, Chairperson and NonExecutive Director of the Company, retire
by rotation at the ensuing Annual General Meeting in terms of Section 152, and has offered
herself for reappointment. The Board of Directors, based on the recommendation of the
Nomination and Remuneration (NRC) Committee, has recommended her
reappointment.
The resolution for the above reappointment of Director is incorporated in the Notice of
the ensuing Annual General Meeting. In the opinion of the Board, all the Directors possess
the requisite qualifications, experience, and expertise and hold high standards of
integrity.
Composition of Board
The composition of the Board of Directors as on March 31,2025 is as under:
S ,r' Name No |
DIN |
Date of Appointment |
Designation |
1. Dr. Jaykumar Narendra Vyas |
08736387 |
April 25, 2023 |
Managing Director |
2. Dr. Shachi Jaykumar Vyas |
09063799 |
April 25, 2023 |
Wholetime Director |
3. Mrs. Dhyuti Krupesh Joshi |
08736388 |
October 5, 2023 |
Chairman & NonExecutive Director |
4 Mr. Mehul Narendrakumar . Hingu |
10404685 |
December 9, 2023 |
NonExecutive Independent Director |
5 Mr. Shrikrishna Ramesh . Chaudhari |
10427970 |
December 15, 2023 |
NonExecutive Independent Director |
Details of KMP as on March 31,2025 is as under:
S ,r' Name No |
Date of Appointment |
Designation |
1. Urvi Mrunal Hindia |
01/12/2023 |
Chief Financial Officer |
2. Swati Sharma |
21/12/2023 |
Company Secretary and Compliance officer |
DISCLOSURE OF COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE:
The Company has constituted Stakeholder Relationship Committee (SRC) Committee on 21st
December, 2023 and duly complied with the provisions of the Companies Act, 2013.
The SRC Committee of the Board of the Company comprises of the following members as on
31st March, 2025:
Name of Director |
Position in the Committee |
Designation |
Mr. Shrikrishna Ramesh Chaudhari |
Chairperson |
Non Executive Independent Director |
Dr. Jaykumar Narendra Vyas |
Member |
Managing Director |
Dr. Shachi Jaykumar Vyas |
Member |
Wholetime Director |
The Company Secretary of the Company act as a Secretary of the Committee.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:
The provisions of Sec.177 of the Companies Act, 2013 read with Rule 6 of the Companies
(Meetings of the Board and its Powers) Rules, 2013 have now become applicable to the
Company. The Company has constituted Audit Committee on 21st December, 2023.
The Audit Committee constitution is as follows as on 31st March, 2025:
Name of Directors |
Position in the Committee |
Designation |
Mr. Mehul Narendrakumar Hingu |
Chairperson |
Non Executive Independent Director |
Mr. Shrikrishna Ramesh Chaudhari |
Member |
Non Executive Independent Director |
Dr. Jaykumar Narendra Vyas |
Member |
Managing Director |
The Company Secretary of the Company act as a Secretary of the Committee.
DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE:
The provisions of Section 178(1) relating to constitution of Nomination and
Remuneration Committee has become applicable to the Company. Nomination and Remuneration
Committee (NRC) of the Board has been constituted. The Company has constituted NRC
Committee on 21st December, 2023. The NRC consists of the following Directors
as on 31st March, 2025:
Name of Directors |
Position in the Committee |
Designation |
Mr. Shrikrishna Ramesh Chaudhari |
Chairperson |
Non Executive Independent Director |
Mr. Mehul Narendrakumar Hingu |
Member |
Non Executive Independent Director |
Mrs. Dhyuti Krupesh Joshi |
Member |
Non Executive Director and Chairperson |
The Company Secretary of the Company act as a Secretary of the Committee.
Nomination and Remuneration Policy:
In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board
of Directors of the Company has adopted the Nomination and Remuneration Policy (the
Policy). The Policy, inter alia, provides guidelines for the appointment,
removal and remuneration of the Directors, Key Managerial Personnel and Senior Managerial
Personnel of the Company. The said policy can be downloaded from the web link: https://www.maplehospital.in/InvestorRelations.aspx
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence
laid down in Section 149(6), Code for independent directors of the Companies Act, 2013 and
they have registered their names in the Independent Directors' Databank. All those
Independent Directors who are required to undertake the online proficiency selfassessment
test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, have passed such test.
Based on the disclosures received from all independent directors and in the opinion of
the Board, the independent directors fulfil the conditions specified in the Act, the
Listing Regulations, listing manual and are independent of the Management. In the opinion
of the Board, the independent directors so appointed possess requisite integrity,
expertise, experience and proficiency.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Directors are regularly informed during meetings of the Board and its Committees on
the activities of the Company, its operations and issues faced by the industry. The
details of familiarization programs provided to the Directors of the Company are available
on the Company's website www.maplehospital.in.
ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD
The Nomination and Remuneration Committee of the Board has formulated a Performance
Evaluation Framework, under which the Committee has identified criteria upon which every
Director, every Committee, and the Board as a whole shall be evaluated. During the year
under review the said evaluation had been carried out.
VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES
In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the
Board of Directors of the Company has framed the Whistle Blower Policy as the
vigil mechanism for Directors and employees of the Company.
In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the
Board of Directors of the Company has framed the Whistle Blower Policy as the
vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is
disclosed on the website of Company.
PREVENTION OF INSIDER TRADING
Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code
of conduct to regulate, monitor and report trading by insider for prohibition of Insider
trading in the shares of the Company. The code inter alia prohibits purchase/ sale of
shares of the Company by its Designated Persons and other connected persons while in
possession of Unpublished Price Sensitive Information in relation to the Company and
during the period when trading window is close.
The company has also formulated a Code of practices and procedures for fair disclosure
of Unpublished Price Sensitive Information (UPSI) and said code is available on the
website of the Company www.maplehospital.in.
DEPOSITS
During the year under review, your Company neither accepted any deposits nor there were
any amounts outstanding at the beginning of the year which were classified as
Deposits' in terms of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details
of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is
not applicable.
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company has duly complied with the provisions of the Maternity Benefit Act, 1961
and the rules made thereunder, as applicable. The Company provides all applicable benefits
to women employees in accordance with the said Act, including maternity leave, nursing
breaks, and other prescribed entitlements. The Company is committed to ensuring a safe,
inclusive, and supportive work environment for all employees, particularly women during
and after maternity.
COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has adopted a policy on prevention, prohibition, and redressal of sexual
harassment at the workplace, in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company is duly constituted an Internal
Complaints Committee (ICC) to redress complaints, if any, regarding sexual harassment.
During the financial year under review, no complaint was received by the Committee
under the said Act.
CHANGES IN SHARE CAPITAL STRUCTURE OF THE COMPANY
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the period under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the period under review.
c. BONUS SHARES
The Company has not Bonus shares during the period under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
Authorized Capital and Changes thereon, if any.
During the year, there was no change in authorized share capital of the company.
Initial Public Offering (IPO) & Listing
During the year under review, the Company has issued and allotted 16,08,000 equity
shares having face value of Rs. 10/ each ranking pari passu, through Initial Public
Offerings on August 19, 2024. The equity shares of the Company (of face value Rs. 10/
each) were admitted and listed at SME Platform of BSE Limited w.e.f. August 21,2024.
ORDER OF COURT
There are no significant and material orders passed by the Regulators, courts or
Tribunals impacting the going concern status and Company's Operations in future.
COMPLIANCE OF SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and that such systems are adequate and operating
effectively.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the Statutory Auditors and the Internal
Auditors of the Company on the inefficiency or inadequacy of such controls.
INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the Company's
business, size and complexity of its operations are in place and have been operating
satisfactorily. Internal control systems comprising of policies and procedures are
designed to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure, applicable laws and
regulations. Internal control systems are designed to ensure that all assets and resources
are acquired economically, used efficiently and adequately protected.
MAINTENANCE OF COST RECORDS & COST AUDIT
The maintenance & audit of cost records under section 148 of the act is not
applicable to the Company.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE,
2016
There are no proceeding, either filed the Company or filed against the company, pending
under the insolvency and Bankruptcy Code, 2016 as amended, before National Company Law
Tribunal or other courts during the period, 202425.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the period under the review, there has been no one time settlement of loan from
banks and financial institution.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation to the continued cooperation
received from the Banks, Government Authorities, Customers and Shareholders during the
period under review. Your Directors also wish to place on record their deep sense of
appreciation for the committed service of the Executives, staff and Workers of the
Company.
For & on behalf of Board of Directors of M/s. BROACH LIFECARE HOSPITAL LIMITED
Regd office:
501,5th Floor, Corporate House,
Above Bharuch Orthopaedic Hospital,
R K Casta, Bharuch, Bharuch,
Gujarat, India, 392001. Sd/ Sd/
JAYKUMAR NARENDRA VYAS SHACHI JAYKUMAR VYAS Date: 30/05/2025 DIN: 08736387 DIN:
09063799
Place: Bharuch Managing Director Wholetime director
Annexure 3
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