(ii) Estimation of fair value
The Company has two properties (March 31, 2023: two properties) that have been considered as Investment Properties. These comprise of two vacant land sites (March 31, 2023: two vacant land sites) that are not in operational use at present.
In the view of the management, the fair market value of the land sites is not reliably measurable as there are very few recent transactions of comparable composition of these properties in the market. Further, the fair market value will be subject to numerous municipal deductions dependent upon the current use and intended use of the property. Based on the above, it is not possible to ascertain and disclose the range of fair market value. The estimated Ready Reckoner value at year end, based on latest published data and on current stated use, totals ?296,94.26 lakhs (March 31, 2023: ?225,95.73 lakhs). Ready Reckoner rates are the prices of residential property, land or commercial property for a given area that is published and regulated by the respective State Governments as a guide towards payment of stamp duty at the time of transaction. The Ready Reckoner Value is regarded as a gross value and does not represent the underlying fair market value of the properties. The company will further detail the fair value of its investment properties upon entering a committed agreement with a third party, unless an alternative reliable estimate of the fair value is attainable.
Rights, preferences and restrictions attached to equity shares:
The Company has one class of equity shares having a par value of 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
(i) Pricing matters and Divestment/ Restructuring : Provision for pricing matters and Divestment/ Restructuring made for probable liabilities/ claims arising out of pending dispute, litigations/ commercial transactions with statutory authorities/ third parties. The outflow with regard to the said matters depends on the exhaustion of remedies available to the Company under the law and hence the Company is not able to reasonably ascertain the timing of the outflow. Also refer note 41.
(ii) Expected sales returns: This represents provision made for expected sales returns. Revenue is adjusted for the expected value of returns.
(iii) Provision for Zinetac (Other costs) : This represents provision for incidental costs and other related costs for the Zinetac inventory pending to be destroyed.
(iv) Consists mainly of provisions in respect of indirect tax matters.
a) On account of one off VRS (Voluntary Retirement Scheme) cost of ' 10794.48 lakhs and other employee dues of ' 55,35.79 lakhs (Previous year due to restructuring cost of manufacturing and commercial organisation).
Note 39 : Employee benefit obligations
The company obtained actuarial reports as required by IND AS 19 (Employee Benefits) based on which disclosures have been made in the financial statement for the year ended March 31, 2024. The disclosures as required by the IND AS 19 are as below.
(i) Defined Contribution Plan
The Company's defined contribution plans are superannuation and employees' pension scheme (under the provisions of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952). The obligation of the Company is limited to the amount contributed and it has no further contractual or constructive obligation.
(ii) Defined Benefit Plan Gratuity
The Company makes annual contributions to an income tax approved irrevocable trust gratuity fund to finance the plan liability, a funded defined benefit plan for qualifying employees. The scheme provides for payment as under:
i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions of the Payment of Gratuity Act, 1972 with vesting period of 5 years of service.
ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period.
Post - Retirement medical benefit
The Company earmarks liability towards unfunded Post - Retirement medical benefit and provides for payment to vested employees. The benefits under the plan are in form of a medical benefit paid to employees post their employment with the Company.
Provident Fund
The liability of the Company on the exempt Provident Fund managed by the trustees is restricted to the interest shortfall if any. Leave Encashment and compensated absences
The scheme is a non-contributory defined benefit arrangement providing benefits expressed in terms of a multiple of final monthly salary. The liability for leave encashment and compensated absences as at year end is ' 29,29.11 lakhs. (March 31, 2023: ' 35,94.55 lakhs).
Based on the actuarial valuations obtained, the following table sets out the status of the gratuity plan, post retirement medical benefits and provident fund and the amounts recognised in the Company's Standalone Financial Statements as at balance sheet date:
The above sensitivity analyses have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the reporting date. In practice, generally it does not occur. When one variable is changed, it affects others. In calculating the sensitivity, project unit credit method at the end of the reporting period has been applied.
Expected contribution to post employment benefit plans for the year ended March 31, 2025 is ' 8,00.00 lakhs (March 31, 2024:
' 12,00.00 lakhs)
The weighted average duration of defined benefit obligation is 896 years (March 31, 2023: 902 years).
The expected maturity analysis of un-discounted Gratuity and Post employment medical benefits is as below:
Note 40 : Contingent liabilities
|
|
(? in lakhs)
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Particulars
|
As at March 31, 2024
|
As at March 31, 2023
|
A. Contingent Liabilities not provided for:
|
|
(i) Cheques discounted with banks
|
-
|
1,88.48
|
(ii) In respect of claims made against the Company not acknowledged as debts by the Company
|
|
(a) Sales tax matters
|
33,52.14
|
27,76.58
|
(b) Excise and custom matters
|
7,82.38
|
7,82.38
|
(c) Service tax matters
|
1,55.47
|
1,55.47
|
(d) Goods and Service tax matters
|
9,80.71
|
-
|
(e) Labour matters
|
65,45.69
|
62,83.65
|
(f) Other legal matters (Refer Note 42)
|
19,03.00
|
26,32.00
|
|
137,19.39
|
126,30.08
|
(iii) Income-tax matters in respect of which appeals are pending
|
|
Tax on matters in dispute
|
238,20.36
|
222,40.00
|
Notes:
|
|
Future cash outflows in respect of (i) above are dependant on the return of cheques by banks.
|
|
Future cash outflows in respect of (ii) above are determinable on receipt of decisions / judgements pending with various forums / authorities, hence it is not practicable for the Company to estimate the timing of cash outflow, if any.
|
|
The Company does not expect any reimbursement in respect of above contingent liabilities.
|
|
B. Commitments
|
|
(i) Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for
|
8,55.93
|
7,92.58
|
(Refer Note (a) below)
|
|
(ii) Uncalled liability on partly paid shares:
|
|
- in Hill Properties Limited
|
0.04
|
0.04
|
(Refer Note (b) below)
|
|
Notes:
(a) Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided mainly comprises the miscellaneous capitalisations at site.
(b) Future cash outflow is dependent on the call to be made by Hill Properties Limited.
The demand of '71,79.00 lakhs made by the Central Government on the Company in respect of Betamethasone bulk drugs and formulations made therefrom during the period May 1981 to August 1987 has been under litigation for a period spanning over 30 years. Pursuant to the special leave petition of the Central Government in the Supreme Court of India against the Delhi High Court's Judgment and Order dated October 19 2001 which was held in favour of the Company, the Supreme Court has, vide its Judgement and Order dated March 31, 2011, upheld the demand. The Company had accrued a liability of 18,68.00 lakhs in earlier years and a further provision of '53,11.00 lakhs was accrued in 2011.
Based on legal advice, the Company has filed an application in the Supreme Court seeking, inter alia, clarifications on some aspects of the Judgement and directions for recomputation of the demand. Simultaneously, the Company without prejudice to and subject to the outcome of the application filed in the Supreme Court, has tendered as a further deposit, an amount of ' 63,60.00 lakhs, which together with the amount of ' 8,1900 lakhs previously deposited with the Government, aggregates the demand of ' 71,7900 lakhs made by the Government in November 1990. The Company filed a review petition in the Supreme Court which was rejected in March 2012.
In October 1996, the Government had claimed interest of ' 117,66.00 lakhs for the period May 12, 1981 to October 17, 1996, for which no provision was made in earlier years. The Government had vide letter dated May 4, 2011 called upon the Company to discharge the entire liability, including upto date interest calculated at 15% p.a., and had vide letter dated October 10, 2011, raised a demand on the Company for the interest amount amounting to ' 24744.00 lakhs. Without prejudice to the position that interest is not payable, the Company had recognized a provision of ' 247,44.00 lakhs in respect of the Government's claim for interest in 2011. The Company had filed a writ petition at Delhi High Court against the above demand which had been admitted. The Company also filed stay applications which were dismissed and the Company had filed a Special Leave Petition (SLP) before the Supreme Court for stay of the interest demand until final determination of the writ petition filed in the Delhi High Court. The Supreme Court on hearing the above SLP passed an order on April 3, 2012. The said order stayed the Demand Notice dated October 10, 2011 during the pendency of the writ petition at the Delhi High Court subject to the Company depositing ' 136,82.00 lakhs in three equal installments within six month's time from the date of order. All three instalments have been deposited with the Government. The Supreme Court, vide its order dated October 5, 2012, directed the Delhi High Court to dispose of the writ petition as expeditiously as possible. The Company's counsel has been routinely appearing in the matter.
Next date of the matter is July 03, 2024.
Note 42 : Matters in respect of erstwhile Burroughs Wellcome (India) Limited (BWIL):
(i) The Government of India, Ministry of Chemicals and Fertilisers, New Delhi, passed a final order on July 21, 1993, directing erstwhile BWIL to pay an amount of ' 1,91.15 lakhs along with interest due thereon from the date of default into the Drugs Prices Equalisation Account (DPEA) in respect of a bulk drug procured by erstwhile BWIL during the period April 1981 to April 1983.
Erstwhile BWIL filed a writ petition in August 1993 which was admitted by the Bombay High Court. After hearing both the parties, the High Court granted an interim injunction restraining the Government of India from taking any action in furtherance of and/or implementation of the order dated July 21, 1993 or from in any manner seeking to compel erstwhile BWIL to deposit any amount into the DPEA, pending the hearing and final disposal of the petition on the condition that erstwhile BWIL furnishes a bank guarantee for ' 2,00.00 lakhs from a nationalised bank and undertakes to pay the amount demanded with interest at the rate of 20% per annum in case the petition fails.
Erstwhile BWIL had accordingly furnished the required bank guarantee. If calculated on the basis of correct data, taking into account set offs claimable for earlier years for which data has been provided by erstwhile BWIL, no amount will be payable by the Company and accordingly no provision in that respect is considered necessary. The Company's stand that the demand is not sustainable has been confirmed by an eminent counsel. The Government of India's application in the Supreme Court praying that the writ petition be transferred to the the Supreme Court from the Bombay High Court was not allowed and the Company's writ petition is pending hearing by the Bombay High Court.
(ii) Erstwhile BWIL had made an application to the Government of India for approval under Section 198(4) of the Companies Act,
1956, in respect of payment to the Managing Director and three whole time Directors amounting to ' 1093 lakhs for the year ended August 31, 1986, which was in accordance with the minimum remuneration provided in the agreements entered into with them prior to erstwhile BWIL becoming public, which required such Government of India's sanction. The approval is still awaited.
(i) ' 1,44.44 lakhs received from Beckman Instruments International S.A. on account of disputed alleged additional commission has
been included under non-current provisions and Income tax paid thereon aggregating ' 64.77 lakhs has been included under other non-current assets. The Company is contesting the matter with the concerned authorities.
(ii) Refund of surtax ' 96.81 lakhs, and interest thereon amounting to ' 48.52 lakhs, received during 1994, have not been adjusted against the provision for tax in the books of accounts and recognised as income respectively, since the Income tax department had filed a reference application against the income tax tribunal's order which was pending before the High Court of Karnataka. The Company has received an order dated April 18, 2007 from the High Court of Karnataka which is partially in the Company's favour. On the basis of the aforesaid order, Income Tax Appellate Tribunal (ITAT), Bangalore will pass an order giving directions. On receipt of the ITAT order, the Company will take appropriate steps in the matter.
B. Fair Value Hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the Standalone Financial Statements.
(a) Financial instruments that are recognised and measured at fair value
To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.
Level 1 : It includes financial instruments measured using quoted prices
Level 2 The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
The impact of fair valuation of the above Financial assets and liabilities is considered to be insignificant and hence carrying value and the fair value is considered to be same.
The carrying amounts of Trade receivables, Cash and cash equivalents, Bank balances other than Cash and cash equivalents, Interest accrued on deposits with bank, Receivable from group companies, Advances recoverable, Payable to employees, Unclaimed Dividends, Trade payables, Creditors for capital goods, Rationalisation relating to a manufacturing site and Other Payables are considered to be the same as their fair values due to their short term nature.
C. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
• Credit risk;
• Liquidity risk ; and
• Market risk
Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The board of directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The committee reports regularly to the board of directors on its activities.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The audit committee oversees how management monitors compliance with the Company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers.
Trade and other receivables
The Company's trade receivables are largely from sales made to wholesale customers and direct sales to hospitals with a smaller proportion of sales to Indian Government Institutions. The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer, demographics of the customer and the default risk of the industry.
The Company manages credit risk through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.
Exposures to customers outstanding at the end of each reporting period are reviewed to determine incurred and expected credit losses and the Company establishes an allowance for doubtful debts and impairment that represents its estimate of expected losses in respect of trade receivables. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators have undergone change, it has not affected the customers of the Company substantially, hence the Company expects the historical trend of minimal credit losses to continue. The impairment loss as at March 31, 2024 relates to customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.
In case of receivables from wholesale customers and hospitals, the Company has followed a provision approach consistent with expected credit loss approach as per IndAS 109.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company's reputation.
The Company's principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has no outstanding bank borrowings. The Company believes that the working capital is sufficient to meet its current requirements. Any short-term surplus cash generated, over and above the amount required for working capital management and other operational requirements, are retained as Cash and Investment in short term deposits with banks and mutual funds. The said investments are made in instruments with appropriate maturities and sufficient liquidity.
As of March 31, 2024, the Company had working capital of ' 1254,90.23 lakhs, including cash and cash equivalents of ' 62,14.91 lakhs, investments in term deposits (i.e., bank certificates of deposit having original maturities of more than 3 months but less than 12 months) of ' 97942.87 lakhs and Current investments of ' 813,22.33 lakhs.
As of March 31, 2023, the Company had working capital of ' 1149,6910 lakhs, including cash and cash equivalents of ' 2974.32 lakhs, investments in term deposits (i.e., bank certificates of deposit having original maturities of more than 3 months but less than 12 months) of ' 1100,89 lakhs and Current investments of ' 518,28.88 lakhs.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.
Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables. The Company is exposed to market risk primarily related to foreign exchange rate risk and risk on its investments. However since the investments are in overnight and liquid funds the risk is negligible.
Currency risk
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the entity.
The Company is exposed to currency risk on account of its receivables and payables in foreign currency. The functional currency of the Company is Indian Rupee. The Company has exposure to GBP, USD, EUR and other currencies. The Company has not hedged this foreign currency exposure and strives to achieve asset liability offset of foreign currency exposure.
Sensitivity analysis
A reasonably possible strenghtening / weakening of the respective foreign currencies with respect to functional currency of Company would result in increase or decrease in profit or loss and equity as shown in table below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. The following analysis has been worked out based on the exposures as of the date of statements of financial position.
Note 49 : Capital Management
(a) Risk Management
The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.
The Company has adequate cash and bank balances and no interest bearing liabilities. The Company monitors its capital by a careful scrutiny of the cash and bank balances, and a regular assessment of any debt requirements. In the absence of any interest bearing debt, the maintenance of debt equity ratio etc. may not be of any relevance to the Company.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2024 and March 31, 2023.
Note 50 : Segment Reporting
An operating segment is one whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. The Company has identified the Chief Operating Decision Maker as its Managing Director. The Chief Operating Decision Maker reviews performance of pharmaceutical business on an overall basis. As the Company has a single reportable segment, the segment wise disclosure requirements of Ind AS 108 on Operating Segment is not applicable. In compliance to the said standard, Entity-Wide disclosures are as under :
Note 52 : Share-based payment arrangements Restricted Share Awards (RSAs)
Certain employees of the Company are entitled to receive cash/equity settled stock based awards ('awards') pursuant to employee share schemes ('scheme') administered by GlaxoSmithKline Plc. ('Plc').
Under these plans, certain employees are granted cash / equity settled RSAs at no cost, which entitle them to receive cash equivalent to the stock price of the Plc's shares or shares of the Plc's listed at London stock exchange after two and a half to three year vesting period during which the employee has to remain in continuous employment with the Company. These RSAs do not give any voting rights or the right to accrue dividends and there are no performance criteria attached.
The fair value of these awards is determined based on the closing share price on the day of grant, after deducting the expected future dividend yield of 3.8% (Previous Year 3.75%) over the duration of the award.
Performance Share Plan
Under the Performance Share Plan, share awards are granted to Directors and senior executives at no cost. The percentage of each award that vests is based upon the performance of the Company over a defined measurement period with dividends reinvested during the same period. The performance conditions since 2022 are based on five measures over a three-year performance period. These are TSR (30%), pipeline progress (20%), profit measure (20%), sale measure (20%) and ESG environment (10%).
The fair value of the awards is determined based on the closing share price on the day of grant. For TSR performance elements, this is adjusted by the likelihood of that condition being met, as assessed at the time of grant.
During the year ended March 31, 2024, awards were made of 9,790 shares at a weighted fair value of GBP 12.46 (Previous year ended March 31, 2023 , awards made of 9075 shares at a weighted fair value of GBP 12.37). As at March 31, 2024 there were outstanding awards of 18,865 shares (Previous year ended March 31, 2023 outstanding awards of 9075 shares).
Expense arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised in the Statement of Profit and Loss as part of employee benefit expense were as follows:
Note 53 : Disclosure pursuant to Ind AS 105 “Non-current assets held for sale and discontinued operations”:
(i) Transfer of Iodex and Ostocalcium Brands :
The Board of Directors ('Board') of the Company at their meeting held on July 26, 2021 had approved the transfer of the trademarks pertaining to 'Iodex' and 'Ostocalcium' brands (“ Brands”) in India along with legal, economic, commercial and marketing rights of such brands and other identified assets to GlaxoSmithKline Asia Private Limited with respective values aggregating ' 164901 lakhs. The transaction was consummated and the consideration was received by the company during the previous year ended March 31, 2022 after the receipt of shareholders' and regulatory approvals.
Consequently, the transfer has been disclosed as Discontinued Operations in accordance with Ind AS 105 "Non-Current Assets Held for Sale and Discontinued Operations".
Note 55 :
The Company on September 30, 2021, post the approval of the shareholders had acquired the assets and liabilities associated with the vaccine business of GlaxoSmithKline Asia Private Limited. The Company accounted the acquisition in accordance with Appendix C to IND AS 103 being business combination of entities under common control. Accordingly, the financial information in respect of prior periods was restated for the acquisition as if the business combination occurred from the beginning of preceding periods.The Company took over the assets at amortised cost of ' 1,29.00 lakhs, liabilities at ' 20,44.00 lakhs and the consideration paid amounts to ' 1,66.00 lakhs. The difference between the consideration paid and the net assets taken over on acquisition of ' 20,82.00 lakhs was transferred to Capital reserve.
Note 57 : Additional information
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(iv) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(v) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
Note 58 : Event occurring after balance sheet date
The Board of Directors has recommended a Dividend of ' 32 per equity share of face value of 10 each for this year. (March 31, 2023: '32 per share) (Refer Note 49 (b))
Note 59:
As per MCA notification dated August 05, 2022, the Central Government has notified the Companies (Accounts) Fourth Amendment Rules, 2022. As per the amended rules, Companies are required to maintain daily back-up of the books of account and other relevant books and papers which are maintained in electronic mode on servers physically located in India.
The books of account of the Company and other relevant books and papers are maintained in electronic mode other than certain records and papers which are physically maintained in India. The electronic books of accounts are always readily accessible from India and currently a daily backup is maintained on servers located outside India. The Company is in the process of complying with the aforesaid MCA notification.
Note 60: Approval of financial statements
The financial statements were approved for issue by the Board of Directors on May 17 2024.
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