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Raj Packaging Industries Ltd
Packaging
BSE Code 530111 border-img ISIN Demat INE639C01013 border-img Book Value 30.75 border-img NSE Symbol N.A border-img Div & Yield % 0 border-img Market Cap ( Cr.) 13.08 border-img P/E 0 border-img EPS 0 border-img Face Value 10

Dear Members,

The Board of Directors hereby submit the report of the business and operations of your Company along with the audited financial statements, for the financial year ended March 31, 2023.

1. COMPANY SPECIFIC INFORMATION

1.1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERTAIONS STATE OF AFFAIRS:

The performance during the period ended 31st March, 2023 has been as under:

(Rs. In Lakhs)

 

Particulars

2022-23 2021-22
Total Income 4720.77 5089.32
Total Expenditure 4788.33 4822.77
Profit (Loss)Before Tax (67.56) 266.55
Provision for Tax (17.68) 61.68
Profit(Loss) after Tax (49.88) 204.87
Other Comprehensive Income, Net of 13.83 5.08
tax
Total Comprehensive Income (36.05) 209.95
Balance Carried to Balance Sheet (36.05) 209.95
Basic and Diluted Earnings per share (1.09) 4.48

REVIEW OF OPERATIONS:

The total revenue of the Company for the financial year 2022-23 was Rs. 4720.77 lakhs and loss of Rs. (49.88) lakhs against the revenue and profit of Rs. 5089.32 lakhs and Rs. 204.87 lakhs respectively for the corresponding Financial year ended 2021-22.

1.2. Amount, if any, which the Board proposes to carry to any reserves: Nil

1.3. Dividend: The Board of Directors of the Company has not declared dividend for the Financial Year 2022-23

1.4. Major events occurred during the year:

1.4.1 During the Financial Year under purview no material event occurred having an impact on the affairs of the company.

1.4.2 Change in the nature of business: the company has not commenced any new business or discontinued/sold or disposed off any of its existing businesses or hived off any segment or division during the year.

1.4.3 Material changes and commitments, if any, affecting the financial position of the company, having occurred since the end of the Year and till the date of the Report: Nil.

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1.5. Details of revision of financial statement or the Report:

The Company has not made any revision in its Financial Statements during the year under review.

2. GENERAL INFORMATION:

Due to the enormous potential of the Indian market and advancements in the petrochemical industry combined with the progress in the plastic machinery sector has helped forward the plastic processing industry.

Plastic material is becoming increasingly important across various industries, and per capita consumption is rising quickly. The growth of the packaging market in India is largely driven by various logistic applications, technological advancements, as well as the development of the packaging sector across the country. The Indian packaging industry is dominated by plastic flexible packaging; the main reason for this is that flexible packages are found extremely adaptable, aesthetically attractive, cost-effective, sturdy and packaged products in affordable quantities. The rise of the Indian middle class and Increase in disposable income in rural India along with changing lifestyle, rapid expansion of organized retail, growth of exports, and India's rising e-commerce sector are further facilitating growth of packaging industry. Rapid urbanization and industrialization is seeing speedy growth in end user industries like pharmaceuticals, automotives, infrastructure and foods and beverages. Huge investments in these end-user industries are creating scope for expansion of the packaging market. This opens possibilities for the new entrants in the field provided they are ready to meet fast changing customer needs and demands.

As concern for the impact of plastic on the environment is on rise, we are witnessing strict regulatory norms and measures being implemented all around the world. A circular economy working on the principle of reuse, recycle and reduce is gaining importance and industries are working towards reducing the impact of plastic packaging on environment. As with pandemic we have witnessed the importance of hygiene/safety standards, traditional packaging methods are evolving now with sustainability goals, and the packaging industry is trying to re-structure, rebalance their sustainability goals along with requirement for hygiene and safety keeping in view the main factor i.e. cost.

3. CAPITAL AND DEBT STRUCTURE:

The authorized share capital of the Company stands at Rs.6,00,00,000/- divided into 60,00,000 equity shares of Rs.10/- each.

The paid up share capital of the Company stands at Rs. 4,56,97,500 /- divided into 45,69,750 equity shares of Rs.10/- each. There are no changes in the capital structure of the company during the year.

4. CREDIT RATING OF SECURITIES:

The Company has obtained Credit Rating certificate from dun & bradstreet and stand string with 4A3 rating.

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The Company has transferred the amount and the shares to IEPF under sub-section (2) of section 125 of the Act and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 which related to the Financial Year 2014-15 during the period under review. Due Notices were sent to Shareholders, also the Newspaper Advertisement pursuant to the IEPF Rules were made in English and Vernacular Language which was also placed in the website of the Company for the information of the shareholders.

Details of the Nodal Officer: Ms. Khushboo Joshi, Company Secretary of the Company is the Nodal Officer of the Company.

Further, details of the Nodal Officer is available on https://www.rajpack.com/investor-contacts.html

IMPORTANT NOTE: The Company has to transfer amount and shares to IEPF under sub-section (2) of section 125 of the Act and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 which related to the Financial Year 2015-16 during the Financial year 2023-24. Due Notices are sent to Shareholders, also the Newspaper Advertisement pursuant to the IEPF Rules were made in English and Vernacular Language on 23rd August, 2023 which was also placed in the website of the Company for the information of the shareholders which can be viewed on: http://rajpack.com/pdf/shareholder-corner/news-pub/Shareholders-Notice-Transfer-of-Shares-to-IEPF-2015-16.pdf

The Company has also placed the list of Shareholders whose shares are due to be transferred in the Financial Year 2023-24 on the website of the Company and can be viewed for the purpose of verification on: http://rajpack.com/pdf/uncliamed-dividend/unclaimed-shareholders-2015-16.pdf

Any Shareholder whose name appears in the mentioned lists can write a mail to secretary@rajpack.com to impede such transfer of Shares to IEPF.

6. MANAGEMENT:

6.1 Directors and Key Managerial Personnel:

During the period under review there was no appointment or resignation of directors/KMP.

6.2 Independent Directors:

The following appointments/resignation/retirement of the Independent Directors were affected in the Company during the period under review:

1. Retirement of Mr. V S N Murthy, Independent Director of the Company on 24th September, 2022.

2. Retirement of Mr. Suresh Chandra Bapna, Independent Director of the Company on 24th September, 2022.

3. Retirement of Dr. R R Pujari, Independent Director of the Company on 24th September, 2022.

4. Appointment of Mr. K K Maheshwari as an Additional Director on the Board on 30th July, 2022 and regularization as Independent Director on 24th September, 2022

5. Appointment of Mr. Dayaniwas Sharma as an Additional Director on the Board on 1st September, 2022 and regularization as Independent Director on 24th September, 2022

Your Directors placed on record their appreciation for the valuable contribution made by the Independent Directors during their tenure as Director of the Company.

6.3 Declaration by Independent Directors and statement on compliance of code of conduct:

I. The necessary declaration with respect to independence has been received from all the Independent Directors of the company under sub-section (6) of section 149,

II. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

III. I, Prem Chand Kankaria, Managing Director of the Company hereby affirm that the members of the Board of Directors of the company and the senior management of the Company are in compliance with the code of conduct laid down by the Company. Certificate for the same is forming the part of this Annual Report.

6.4 Board Meetings:

During the financial year 2022-23, the Board of Directors duly met 5 (five) times on 30.05.2022, 30.07.2022,01.09.2022, 12.11.2022 and 14.02.2023 and in respect of these meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

6.5 Committees:

NED (I) : Non- Executive Independent Director NED : Non- Executive Director ED : Executive Director

I. AUDIT COMMITTEE: During the financial year 2022-23, (4) four meetings of the Audit Committee were held on 30.05.2022, 30.07.2022, 12.11.2022 and 14.02.2023.

COMPOSITION OF THE COMMITTEE:

(I) Pre reconstitution of the Committee:

Name Designation Category No. of Meetings held during the tenure of the Member No. of Meetings attended
Mr. V. Suryanarayana Murthy Chairman NED(I) 2 2
Dr. R. R. Pujari Member NED(I) 2 2
Mr. Prem Chand Kankaria Member ED 2 2

(II) Post reconstitution of the Committee w.e.f 01.09.2022

Name Designation Category No. of Meetings held during the tenure of the Member No. of Meetings attended
Mr. Dayaniwas Sharma Chairman NED(I) 2 2
Mr. K K Maheshwari Member NED(I) 2 2
Mr. Prem Chand Kankaria Member ED 2 2
Mr. Pushapraj Singhvi Member NED 2 2

The Vigil Mechanism Policy adopted by the Company is available on http://rajpack.com/policies.html

II. NOMINATION AND REMUNERATION COMMITTEE: During the financial year 2022-23, the Nomination and Remuneration Committee met on 30.07.2022 and 01.09.2022.

COMPOSITION OF THE COMMITTEE:

Name Designation Category No. of Meetings held during the tenure of the Member No. of Meetings attended
Mr. Suresh Chandra Bapna Chairman NED(I) 2 2
Mr. V S N Murthy Member NED(I) 2 1
Dr. R. R. Pujari Member NED(I) 2 1
Mr. Pushapraj Singhvi Member NED 2 2

BRIEF DESCRIPTION OF TERMS OF REFERENCE

To approve the fixation/revision of remuneration of Executive Directors of the Company and while approving: o To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc. o To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and /or removal. To carry out evaluation of every Director's performance. To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees. To formulate the criteria for evaluation of Independent Directors and the Board. To recommend/review remuneration of the Managing Director and Whole-time Director(s) based on their performance and defined assessment criteria. o Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Nomination and Remuneration Policy adopted by the Company is available on http://rajpack.com/policies.html

III. STAKEHOLDERS RELATIONSHIP COMMITTEE: During the financial year 2022-23, Stakeholders Relationship Committee met once on 14th February, 2023 during the financial year.

COMPOSITION OF THE COMMITTEE:

Name Designation Category No. of Meetings held during the tenure of the Member No. of Meetings attended
Mr. Pushapraj Singhvi Chairman NED 1 1
Mr. K K Maheshwari Member NED(I) 1 1
Ms. Neepa Kankaria Member ED 1 1

The Company has designated an exclusive email ID- secretary@rajpack.com for complaints/grievances.

IV. INDEPENDEDNT DIRECTORS COMMITTEE: The independent Directors of the Company met once on 14th February, 2023 during the financial year.

Name Designation Category No. of Meetings held during the tenure of the Member No. of Meetings attended
Mr. K KMaheshwari Chairman NED(I) 1 1
Mr. Dayaniwas Sharma Member NED(I) 1 1

Details of policy for Familiarization Programme for Independent Directors: The Company's Policy on Directors' appointment and remuneration can be viewed by the Stakeholders on the below website https://www.rajpack.com/policies.html

NOTE: MS. KHUSHBOO JOSHI, COMPANY SECRETARY OF THE COMPANY IS THE SECRETARY OF ALL THE COMMITTEE MEETINGS.

6.6 Recommendations of Audit Committee:

There is no such instance to report where the Board has not accepted the recommendations made by the Audit Committee.

6.7 Remuneration received by Managing/Whole time Director from holding or subsidiary company:

The Company has no Holding or Subsidiary Company.

6.8 Directors' Responsibility Statement: In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have 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 year and of the 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.

6.9 Internal Financial Controls:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

6.10 Details in respect of frauds reported by auditors under sub section (12) of section 143 other than those which are reportable to the central government:

Auditors have not come across any fraud and as such not reported u/s 143(12).

7. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

7.1 Report on performance and financial position of the subsidiaries, associates and joint ventures:

The Company does not have any Subsidiary, Associate or Joint venture.

7.2 Companies which have become or ceased to be subsidiaries, associates and joint ventures: During the year neither any Company became its subsidiary nor ceased to be its subsidiary.

8. DETAILS OF DEPOSITS:

The Company has not accepted any deposits during the year.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans, guarantees and investments made under section 186 of the companies Act, 2013 are given in the note to the financial statements.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year were disclosed in form AOC-2. There were no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Your Directors draw attention of the members to Note 36 to the financial statement which sets out related party disclosures and Annexure to this report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company does not have the net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 Crores or more, or a net profit of Rs. 5 Crores or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

I. Conservation of energy At Factory, the Company has implanted solar panel for conservation of energy. Adequate measures have been taken to conserve energy wherever possible.

II. Technology absorption: NA

III. Foreign exchange earnings and Outgo (Rs. In Lakhs): In last financial year, the Company had: (i) Foreign earnings: NIL

(ii) Foreign outgo: 1166.95.

13. RISK MANAGEMENT:

The Company follows a comprehensive system of Risk Management. The Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

14. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website.

15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 . The same has been placed on the website of the Company.

16. MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

17. AUDITORS:

Name Particulars Remarks
M/s. NAC and Associates, LLP, Statutory Auditors Chartered Accountants, Hyderabad M/s. NAC and Associates were appointed as Statutory Auditor in the AGM held on 24.09.2022 for the 1st term of Five Consecutive years.
M/s. S. S. Reddy & Associates, Secretarial Auditors Practicing Company Secretaries, Hyderabad No Change in the Auditors during the year and up to the date of the Report
M/s. MGM & Co, Internal Auditors Chartered Accountants, Pune No Change in the Auditors during the year and up to the date of the Report
Cost Auditors NOT APPLICABLE

INTERNAL AUDITORS

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis by M/s MGM & Co., the Internal Auditor of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

The Board has re-appointed M/s MGM & Co. Chartered Accountants, Pune as Internal Auditors for the Financial Year 2022-23. Internal Audit Report is considered in every Board Meeting of the Company and compliance ensured.

18. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial personnel) Rules 2014, the Board had appointed M/s. S. S. Reddy & Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company for the year 2022-23. The report of the Secretarial Auditor is enclosed as Annexure I and forms part of this report.

The Board has re-appointed M/s S.S. Reddy & Associates, Practicing Company Secretaries as Secretarial Auditors for the Financial Year 2022-23.

19. EXPLANATIONS IN RESPONSE TO AUDITORS' QUALIFICATIONS:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made-

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2023 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2023 on the Compliances under the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks.

20. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

21. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY

AND BANKRUPTCY CODE, 2016 (IBC):

There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

22. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

No such instances to report.

22.1 OTHER DISCLOSURES: There are no other additional disclosures affecting the stakeholders of the Company which are required to disclose under this section.

23. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:

23.1 Statement of deviation or variation: During the Financial Year 2022-23, the Company has not made any public issue, rights issue, preferential issue for which it is required to issue Statement of deviation or variation. .

23.2 Management Discussion and Analysis Report (MDAR): The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation appended as Annexure IV for information of the Members.

23.3 Certificate on Compliance of conditions of Corporate Governance:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance as mentioned in SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 are not applicable.

23.4 Suspension of Trading: No such instance to report.

23.5 Disclosures pertaining to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) act, 2013: The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

COMPOSITION OF THE COMMITTEE: The Details of composition of the Committee are given below:

Name Designation
Ms. Neepa Kankaria Presiding Officer
Mr. B. K. Pradhan Internal Member
Ms. Khushboo Joshi Internal Member
Mrs. Bhagwati Mahesh Baldwa External Member

The following is the summary of sexual harassment complaints received and disposed during the year.

o No. of complaints received: Nil
o No. of complaints disposed off: Nil
o No. of complaints pending at the end of the year: Nil

24. EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: No

2. Issue of shares with differential rights: No

3. Issue of shares under employee's stock option scheme: No

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: No

5. Buy back shares: No

6. Disclosure about revision: No

7. Preferential Allotment of Shares: No

8. The Company has not delisted its Shares in the given Financial Year

25. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

26. CEO/ CFO Certification

The Managing Director and CFO certification of the financial statements for the year 2022-23 is annexed in this Annual Report.

27. INSURANCE:

The properties and assets of your Company are adequately insured.

28. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels of the Company.

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure II to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure III.

None of the employees is drawing a remuneration of Rs. 1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation of business constituents, Banks, statutory authorities and other financial institutions and shareholders of the Company for their continued support for the growth of the Company.

FOR AND ON BEHALF OF THE BOARD

PLACE: HYDERABAD

RAJ PACKAGING INDUSTRIES LIMITED

DATE: 27.05.2023 Sd/- Sd/-
PREM CHAND KANKARIA NEEPA KANKARIA
MANAGING DIRECTOR DIRECTOR
DIN: 00062584 DIN: 06637083

   

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