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Indraprastha fuel Ltd.

directors document

TO,

THE participants

Your administrators have pleasure in featuring the Sixteenth Annual file and the enterprise's audited financial statements for the fiscal yr ended March 31, 2015.

financial evaluate

during the 12 months, gross turnover of the enterprise has lowered with the aid of 6% from Rs. 4319.37 crores in yr 2013–14 to Rs. 4048.fifty eight crores within the yr 2014–15 certainly on account of tremendous reduction in the promoting expense of Compressed natural gas (CNG) and Piped natural gas (PNG)–domestic due to allocation of additional domestic fuel to city gas Distribution (CGD) sector leading to reduce input cost of fuel which turned into handed on to the valued clientele by way of cutting back promoting expense of CNG and PNG–home in February 2014. besides the fact that children, profit after tax has accelerated by means of 22% from Rs. 360.26 crores in 2013–14 to Rs. 437.73 crores in 2014–15.

DIVIDEND

Your administrators are comfortable to suggest greater dividend of 60% (Rs. 6.00 per share) as towards 55% (Rs. 5.50 per share) paid in the closing yr. The proposed dividend including company dividend tax would soak up Rs. one zero one.10 crores.

performance HIGHLIGHTS COMPRESSED herbal gasoline company

all the way through the year, your enterprise has augmented its CNG distribution infrastructure by way of enhancing the put in compression ability from sixty six.81 Lakhs Kg/day in March 2014 to 68.50 Lakhs Kg/day in March 2015. the whole number of CNG stations had been 326 as on March 31, 2015 which covered 280 stations in Delhi and 46 stations in countrywide Capital area (NCR).

In its ongoing endeavor to preserve client delight as the appropriate most precedence, your enterprise has taken a number of initiatives as under:

1. an alternative cashless mode of charge for CNG consumers through the use of credit score / Debit card in any respect IGL owned CNG stations has been made available through digital statistics Terminals (EDC).

2. In its undertaking to make exact lubricants quite simply available to its CNG shoppers, your business has commenced sale of MAK GE Lubes at chosen IGL owned CNG stations.

The estimated variety of vehicles working on CNG in Delhi and NCR as on March 31, 2015 changed into over 800,000 including 540,000 deepest cars

PIPED herbal gasoline company PNG –

home Connections

a tremendous thrust has been given to the growth of PNG community in Delhi and NCR i.e. Gautam Budh Nagar (Noida, more advantageous Noida) and Ghaziabad.

Your company has expanded its metal pipeline network from 658 kms in FY 2013–14 to 680 kms in FY 2014–15 and MDPE network from 8437 kms in FY 2013–14 to 8967 kms in FY 2014–15.

right through the 12 months, your company offered fifty nine,029 PNG connections in Delhi & forty two,256 PNG connections in NCR and the whole number of connections went up from 4,59,467 in March 2014 to 5,60,752 in March 2015. it is noteworthy that your enterprise broke its personal checklist of highest variety of connections in a 12 months by featuring 1,01,285 domestic PNG connections in financial yr 2014–15. optimum number of PNG connections provided by way of your company in 2014–15 is additionally a record in their nation's CGD business.

company has taken important initiative to upgrade its company process and introduce technologically advanced platform for customer interface. consumer app on mobile phone has been efficiently rolled out. PNG customer might be able to attain crucial features pertaining to their PNG connection through this cellular app. This consumer app shall convey qualitative improvements in their service ranges.

Your business has also undertaken a pilot venture of consumer self assist kiosk. First two such kiosks have been commissioned in fashionable public places in Delhi & Noida. counting on consumer response such installations will be additional extended.

PNG – commercial & Industrial

Your business has maintained its focal point on the economic and commercial segment as one of the most advantage increase areas within the forthcoming years. There turned into some decline in sales in commercial & industrial segment in economic year 2014–15, basically because of stiff competitors from alternate fuels fees like Furnace oil (FO)/Diesel which have come down tremendously due to lessen crude fees. besides the fact that children, with its concentrated efforts, the total number of commercial purchasers multiplied from 1291 in March 2014 to 1566 in March 2015 and the industrial shoppers from 584 in March 2014 to 726 in March 2015.

Your business has already increased its pipeline network to most of the primary industrial areas of Delhi and NCR i.e. Gautam Budh Nagar (Noida, enhanced Noida) and Ghaziabad. Pipeline laying actions are underway in the final essential industrial areas in NCR.

REGULATORY traits

Petroleum and natural gasoline Regulatory Board (PNGRB) vide its order no. TO/03/2012 dated April 9, 2012 decided the per unit network tariff and compression can charge for the CGD community of the business for Delhi, in accordance with submission of information through the business in might also 2009 and certain assumptions taken by way of PNGRB in this regard. The tariffs determined with the aid of PNGRB are an awful lot lower than the fees submitted by using the company.

further, PNGRB made the determined tariffs relevant with retrospective effect from April 1, 2008. In its order PNGRB brought up that the modalities and time frame for refund of differential network Tariff and Compression cost would be decided subsequently.

The company filed a writ petition on April 10, 2012 against the order of PNGRB dated April 9, 2012 earlier than the Hon'ble Delhi high court docket. The Hon'ble excessive court of Delhi has handed the judgment during this case on June 1, 2012 and has quashed the PNGRB order dated April 9, 2012. PNGRB filed special leave petition earlier than the Hon'ble Supreme courtroom of India in opposition t the order dated June 1, 2012 of Hon'ble Delhi excessive court.  On July 1, 2015, Hon'ble Supreme courtroom of India has dismissed the particular leave petition of PNGRB.

associate agencies

primary U.P. gasoline constrained (CUGL)

CUGL is engaged in city gas Distribution within the cities of Kanpur and Bareilly in Uttar Pradesh. Your company holds 50% of paid–up fairness share capital of CUGL.

MAHARASHTRA herbal gasoline restricted (MNGL)

right through fiscal year 2014–15 MNGL became an affiliate enterprise after acquisition of four.seventy five crore shares of MNGL within the first tranche at a cost of Rs. 38/– per fairness share from definite economic investor shareholders of MNGL. MNGL is in metropolis gas Distribution enterprise in Pune in the State of Maharashtra.

all through the financial 12 months 2015–16, the company has obtained 25 lac shares within the 2d and ultimate tranche at a price of Rs. 38/– per fairness share, making its total retaining to 5 crores shares which constitutes 50% of the paid–up share capital of  MNGL.

The commentary containing the salient points of the financial plan of company's pals pursuant to first proviso to sub–section (3) of area 129, is appended as Annexure 1 to this document.

FUTURE OUTLOOK

Your company has drawn out plans to further consolidate its presence in Delhi and NCR through investing Rs. 250 Crores all the way through the fiscal year 2015–sixteen.

with the intention to curb air toxins and to improve ambient air first-class in Delhi & NCR, the country wide green Tribunal (NGT) in a landmark ruling on April 7, 2015 banned diesel cars over ten years historic from plying on Delhi roads and all petrol vehicles that are more than 15 years historic shall now not be registered in NCR & Delhi. it is anticipated that greater numbers of CNG private automobiles could be introduced as customers would prefer CNG over Diesel for his or her new purchases also.

it is also anticipated that with a rise in allocation of domestic gas to city gas Distribution (CGD) entities, the expense differential of CNG versus alternate liquid gasoline will proceed to pressure the conversion of petrol pushed deepest motors to CNG mode. Introduction of more CNG variant models via vehicle manufacturers would extra add to CNG volumes.

Your enterprise has aggressive plans to extend its PNG consumer base in alignment with mission of increasing PNG launched by means of executive of India. The enterprise shall endeavour to attain three lakh new kitchens in FY 2015–sixteen. increasing PNG connectivity into newly built housing devices in Gautam Budh Nagar by builders / government could be given priority to register bold boom. The sustained marketing campaign with the aid of the enterprise in Gautam Budh Nagar & Ghaziabad has encouraged builders & developers to combine PNG at drawing board stage. This strategy will allow your enterprise to utilize belongings stronger in coming years. New high volume industrial & business consumers will proceed to be target for reaching bigger boom by your company.

The enterprise is eager for expand its footprints in new cities via participation in bidding procedure of PNGRB and by the use of strategic investment in other CGD businesses.

assistance technology

Your company has embarked on reaching new heights in the container of IT enablement via performing upgrade of their existing ERP gadget on newest hardware platform. As part of upgrading the ERP software landscape, your company has performed technical and practical improve of the existing ERP landscape to the newest technology platform of SAP ECC6.0 EHP –7. more desirable monitoring and controlling of vital business tactics alongwith automation and optimization were achieved via implementation of latest functionalities and modules.

Your company has developed new & advanced consumer centric functions to supply the clients user friendly adventure over portal which can be accessed any place even on handheld devices making it convenient to manner self–aid related functions comfortable. These functions together with client Relationship administration (CRM), business communication management (BCM), Multichannel foundation For Utilities (MCFU) would be released shortly enabling the shoppers to leverage the newest expertise available in the market to raise their delight via portability of use, comfort, ease of operation and time saving. aside from the above, your company has implemented an android primarily based cellular utility "IGLCONNECT" for presenting self–aid connected functions viz. invoice connected tips, charge alternate options, complaints, on-line connection requests and so on.

Your company is dedicated to give all its valued clientele and stakeholders with newest technology related features and would continue to raise the same through persevered support and appreciation of its customers.

HUMAN components

The business realizes that the challenges of the long run may also be best met with competent and motivated human supplies. The business is taking a lot of HR initiatives to add price to its pool of human ability and integration of individual dreams with that of the enterprise. enterprise is reviewing compensation programs and different amenities of its employees to make them more aggressive and aligned with trade practices.

practising & construction of the employees kinds an essential component of company's coverage towards attaining its aim. assessment middle & 360 degree appraisal system were introduced for DGM and above degree personnel.

right through the 12 months, enterprise also inducted various younger authorities at entry stage to infuse skill within the professional enviornment. The business has also maintained a harmonious and cordial relation amongst its personnel. The company acknowledges and appreciates the contribution of all its personnel in its growth path.

fitness protection AND ambiance (HSE)

Your company has all the time accorded excellent most priority to fireplace and safeguard related considerations and has concentrated its continual efforts to maintain a superb safeguard tradition and to enrich fireplace and defense standards.

it is a be counted of satisfaction that your business has crossed 67 Million Man Hours accident free until March 31, 2015. here's a milestone success resulted from continuous efforts of all of the individuals working without delay and ultimately for the enterprise. during FY 2014–15, your company has been conferred a considerable number of prestigious defense awards/ appreciation certificates viz. green Tech safety Award (platinum category), security Innovation Award with the aid of Institute of Engineers, particular Commendation by means of Golden Peacock Occupational fitness & protection Award and certificates of Appreciation from country wide safeguard Council to appreciate the excellence in the field of fireplace & defense management.

For making certain safeguard and business sustainability, an initiative turned into taken to enhance CNG cylinder validation infrastructure and has correctly resulted in increasing the cylinder testing centres more than the requirement. additionally, safety drives to the CNG patrons have been taken up constantly to get their CNG cylinders validated.

defense inspections of CNG automobiles are additionally finished periodically on random foundation to determine compliances of safeguard necessities and to evade unsafe situation arising out of gas leakage from the CNG kits. For safety of CNG vehicles, free safety clinics are periodically geared up where inspection of CNG kits and fittings is undertaken.

practicing is always imparted to the employees, contract group of workers at CNG stations, DTC drivers and consumers of CNG and PNG. To create security consciousness and to impart training to all class of patrons, a committed neighborhood of boots with wholly outfitted practicing van is deployed which conducts protection clinics along with useful demonstration.

in accordance with enterprise's HSE policy, defense Audits and different statutory compliances are carried out to be sure safety in all sides of IGL's operations.

superior excessive power Water Mist cum Foam based insurance policy methods had been installed at quite a lot of Mega CNG stations and are being installed at relaxation of the CNG stations to deal any fireplace emergency in its initial stage.

Emergency handle Centres (ECC) centered at strategic areas throughout Delhi & NCR are manned round the clock to reply speedy to any gasoline leak or emergency situation. Two Emergency Response vehicles (ERVs) are stationed at two distantly located ECC throughout Delhi. Three greater ERVs planned to improve emergency response will be deployed in coming months.

IMPLEMENTATION OF integrated management system

Your enterprise has effectively applied and certified for complete built-in administration system in 2014–15 for:

1. fine administration gadget ISO 9001:2008

2. Environmental management system ISO 14001:2004

3. Occupational fitness and safeguard management system OHSAS 18001:2007

company SOCIAL responsibility

all the way through the monetary 12 months 2014–15, the Board of directors of your enterprise permitted the brand new CSR policy protecting in view the necessities below businesses Act, 2013. quite a lot of CSR initiatives have been initiated and are being taken forward below  the IGL CSR coverage.

The enterprise has been supporting meritorious college students from under–privileged strata of society for specialised coaching for engineering entrance examination (JEE) via a scheme run via an NGO. it's a rely of pride that in 2014–15, eight out of twelve students subsidized through your business have certified for admission in IIT and different main engineering colleges.

Your enterprise realizes the need that decent fitness is paramount to make certain safeguard on the roads. hence, your company has all started the 'IGL Swasth Saarthi' – a finished health management programme for auto and taxi drivers in Delhi & NCR in which a sequence of finished health verify­up camps are being organised at CNG stations via a number one medical institution. Your company is additionally funding the every day working towards programme for taxi drivers on Gender Sensitisation & skill management being organised by means of Transport branch, Govt. of NCT of Delhi, for all taxi drivers going for annual fitness examine. With the purpose of covering the chance in case

a primary support training for drivers of CNG primarily based public transport in growth at IGL CNG Station, as part of their CSR programme, IGL Swasth Saarthi.  of accidents whereas riding for three.25 lakh drivers of CNG run public transport, your company has purchased a gaggle Accident coverage cover under 'IGL Suraksha Yojna'.

on account that the ever growing to be demand for skilled manpower throughout sectors as a result of 'Make in India' programme, your company also contributed in opposition t a ability building programme for unemployed early life within the fields of fuel plumbing,

Welding, fitting and style designing, by using featuring technical oriented first-rate practising.

As a part of Swach Bharat programme, your enterprise is in the method of working with native authorities in opposition t development of new public lavatory complexes and upgradation of rest room amenities in executive run faculties.

The Annual document on CSR actions based on the companies (company Social responsibility coverage) rules, 2014, is appended as Annexure 2 to this document.

directors accountability remark

Pursuant to the provisions of section 134 (5) of the agencies Act, 2013, your directors hereby confirm that:

i) within the preparation of Annual bills for the financial yr ended March 31, 2015, the applicable accounting requisites were adopted;

ii) they have selected such accounting policies and utilized them perpetually apart from the place otherwise cited in the Notes to money owed and made judgments and estimates that are affordable and prudent to be able to give a true and fair view of the state of affairs of the company at the conclusion of the monetary year and of the profit of the enterprise for that duration;

iii) they've taken suitable and adequate care for the upkeep of sufficient accounting data according to the provisions of the organizations Act, 2013 for safeguarding the property of the business and for preventing and detecting fraud and other irregularities; they've organized the Annual accounts for the monetary 12 months ended March 31, 2015 on a going situation foundation;

v) they've laid down interior financial controls to be adopted by the enterprise and that such internal fiscal controls are satisfactory and had been working effectively; and

vi) the administrators had devised correct programs to be certain compliance with the provisions of all relevant laws and that such methods have been satisfactory and working quite simply.

administrators

Shri M. Ravindran, nominee of Gail (India) restricted (GAIL), became appointed as Chairman of the Board in location of Shri okay.k. Gupta w.e.f. January 14, 2015.

Shri V. Nagarajan, nominee of Bharat Petroleum organisation limited (BPCL), changed into appointed as Director (commercial) w.e.f. September four, 2014.

Shri R.k. Sharma, nominee of GAIL, become appointed as extra Director of the enterprise in area of Shri Rajeev Kumar Mathur w.e.f. October 15, 2014.

Shri I.S. Rao, nominee of BPCL, changed into appointed as extra Director of the enterprise w.e.f. January 14, 2015. Shri R.ok. Sharma ceased to be director w.e.f. January 14, 2015

Dr. Sudha Sharma and Shri. Raghu Nayyar were appointed as further and impartial administrators w.e.f. March 20, 2015.

The idea for appointment of Dr. Sudha Sharma and Shri Raghu Nayyar, as impartial administrators of the company is being positioned before the shareholders for approval in the ensuing Annual customary meeting (AGM) of the enterprise.

Smt. Gitanjali Gupta Kundra, nominee of govt of NCT of Delhi, turned into appointed as extra Director of the enterprise in location of Shri Gyanesh Bharti w.e.f. April 20, 2015.

The shareholders of the enterprise at fifteenth Annual customary assembly had appointed Shri S.S. Rao, Shri Santosh Kumar Bajpai and Shri V. Ranganathan as impartial administrators of the company w.e.f. September 12, 2014 to September 11, 2017.

Shri Rajesh Chaturvedi ceased as a Director of the business w.e.f. August 31, 2014.

The Board takes this opportunity to location on checklist its appreciation for valuable contribution made by way of Shri okay.okay. Gupta, Shri Rajesh Chaturvedi, Shri Rajeev Kumar Mathur, Shri R.ok. Sharma and Shri. Gyanesh Bharti all through their tenure as Board individuals.

in terms of area 152 of the companies Act, 2013, no Director is at risk of retire with the aid of rotation at the ensuing Annual standard assembly.

The enterprise has bought declarations from all the unbiased administrators of the business confirming that they  meet the standards of independence as provided under section 149(6) of the companies Act, 2013 and clause forty nine of the list settlement.

The details of programmes for familiarization of unbiased administrators with the company are put up on the web page of the business (<https://killexams.com/vendors-exam-list; Programmes–for–unbiased–directors.pdf).

The Nomination & Remuneration committee considers a lot of standards similar to age, qualification, expertise, range in composition of Board and sure contribution to the enterprise whereas recommending the name of independent Director.

all over the fiscal 12 months 2014–15, Nomination & Remuneration committee counseled to the Board, the efficiency Linked Incentive Scheme for the employees of the enterprise. The company has engaged a reputed HR advisor for study and revision of remuneration of employees of the business.

The Nomination & Remuneration Committee has laid down criteria similar to attendance and participation within the conferences, adherence to moral specifications, integrity, code of behavior, interpersonal family members with different administrators, protect of exclusive information of the enterprise, staring at corporate governance requisites and so forth. to perform evaluation of each Director's performance.

The Board of directors performed the assessment of each Director, committees of Board and the Board as an entire according to the laid down standards of performance evaluation.

company GOVERNANCE

As per the requirements of the Clause forty nine of the listing agreement with the stock Exchanges an in depth file on company Governance and a certificate involving compliance of conditions of corporate Governance are annexed as part of the Annual record.

DEPOSITS

all the way through the financial year 2014–15, your company has not accepted any deposit inside the which means of Sections 73 and seventy four of the businesses Act, 2013 study together with the businesses (Acceptance of Deposits) suggestions, 2014.

PARTICULARS OF LOANS, ensures OR INVESTMENTS

during the 12 months 2014–15, IGL has made investment of Rs. 180.50 crores in M/s Maharashtra herbal gas Ltd. on March 26, 2015.

amount WHICH THE enterprise PROPOSES TO carry TO ANY RESERVES, IF ANY

For the 12 months 2014–15, your business has proposed to switch Rs. forty three.77 crores to the accepted reserve of the enterprise.

variety of meetings OF THE BOARD AND AUDIT COMMITTEE

The particulars of number of meetings of the Board and Audit Committee held throughout the fiscal year ended March 31, 2015 and composition of Audit Committee are given in corporate Governance document.

related party TRANSACTIONS

The enterprise has formulated a coverage on materiality of related party Transactions and on coping with related birthday party Transactions and the same has been disclosed on the site of the business at weblink <https://killexams.com/questions-and-answers celebration–>coverage.pdf.

all over the economic year 2014–15, your enterprise has no longer entered into transactions with related events as described beneath part 2(seventy six) of the corporations Act, 2013 read with groups (Specification of Definitions details) suggestions, 2014.

besides the fact that children, your company has entered into transaction with GAIL & BPCL (Promoter organizations) which falls in the definition of "connected parties" described under Clause forty nine of the listing agreement. details of transactions with linked parties are being disclosed one at a time in the Annual record and for the reason that transactions in a contract with GAIL qualify as fabric transactions, the equal is being positioned for shareholders' approval within the ensuing Annual widespread assembly (AGM).

PREVENTION OF SEXUAL HARASSMENT AT place of work

As per the requirement of The Sexual Harassment of ladies at place of work (Prevention, Prohibition & Redressal) Act, 2013 and guidelines made thereunder, your company has constituted inner Complaints Committee. during the yr, no criticism with allegation of sexual harassment become obtained by the enterprise.

possibility administration AND internal financial CONTROLADEQUACY

all through the financial 12 months 2014–15, the enterprise has developed a chance management system including The chance policy & identification of the hazards which might be reviewed periodically.

Your enterprise has laid down set of necessities, approaches and structure which makes it possible for to enforce inner fiscal handle across the firm and ensure that the same are ample and operating with ease.

VIGIL MECHANISM

Your enterprise has implemented a Whistle Blower coverage as a part of the vigil mechanism to comply with the regulatory necessities laid down by way of the businesses Act, 2013 and Clause forty nine of the  record settlement. With the implementation of vigil mechanism, the enterprise provides a platform to the employees, administrators, providers and suppliers of the company to come back ahead and raise their precise concerns without any fear of retaliation and victimisation. The business has engaged an impartial third celebration service provider to manage the operations of whistle–blower hotline. The details of the Whistle Blower coverage can be found on the web site of the company (www.iglonline.internet).

STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, Auditors of the business retire on the ensuing Annual regularly occurring assembly and being eligible, presents themselves for re–appointment.

The Notes on economic statements spoke of in the Auditors' file are self–explanatory and do not call for any additional feedback.

can charge AUDITORS

Your company had re–appointed M/s. Chandra Wadhwa & Co., New Delhi as can charge Auditors for the economic yr 2014–15.

As per part 148 study with corporations (Audit & Auditors) suggestions, 2014 and different applicable provisions, if any, of the businesses Act, 2013, the Board of directors of your enterprise has appointed M/s. Chandra Wadhwa & Co., New Delhi, cost Accountants as the cost Auditors of the business for the monetary yr 2015–sixteen. The remuneration proposed to be paid  to the charge Auditors is discipline to the ratification through the participants on the ensuing Annual regularly occurring meeting of the enterprise.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT report

Pursuant to part 204 of the organizations Act, 2013, your business had appointed M/s V.okay. Sharma & Co., practising company Secretaries, Noida as its Secretarial Auditors to conduct the Secretarial Audit of the enterprise for the fiscal yr 2014–15. The file of Secretarial Auditor for the financial yr 2014–15 is appended as Annexure 3 to this record.

DISCLOSURES related to REMUNERATION

Disclosures concerning remuneration and other particulars as required below area 197(12) of the corporations Act, 2013 read with Rule 5(1) of the groups (Appointment and Remuneration of Managerial Personnel) rules, 2014 is appended as Annexure four to this report. additional, not one of the personnel fall below the purview of Rule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) suggestions, 2014.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the company is appended as Annexure 5 to this document.

CONSERVATION OF energy AND expertise ABSORPTION, foreign trade income AND OUTGO

The suggestions in response to the provisions of part 134(3)(m) of the companies Act, 2013 study with Rule (eight)(three) of the businesses (accounts) suggestions, 2014 is appended as Annexure 6 to this report.

ACKNOWLEDGEMENTS

Your directors categorical their gratitude to the Ministry of Petroleum & natural gas, State Governments of NCT of Delhi & Uttar Pradesh, Petroleum and natural fuel Regulatory Board, and Promoter organizations (GAIL & BPCL) for his or her continual patronage & assist during the 12 months.

The administrators additionally well known the help of all Statutory & local Authorities, Bankers, Media, Station Operators & their employees, contractors, providers and suppliers.

The directors region on listing their deep appreciation against IGL's valued valued clientele for their endured co–operation & guide and seem ahead to the continuance of this relationship in future also.

The directors wish to specific their gratitude to all the shareholders for his or her persisted have faith and assist.

The administrators additionally in actual fact renowned the contributions made by all the employees of IGL for his or her dedicated services to the enterprise.

For and on behalf of Board of directors

sd/– V. Nagarajan

Director (business)

sd/– Narendra Kumar

Managing Director

place: New Delhi

Date: August 5, 2015


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