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Tembo Global Industries Limited Proxy Solicitation & Information Statement 2022

May 28, 2022

62443_rns_2022-05-28_6d76f1aa-a0cd-4af9-9885-f737bdc87f45.pdf

Proxy Solicitation & Information Statement

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To, National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai – 400 051

Date: 28/05/2022

Dear Sir/Madam,

Sub: Notice of Extra Ordinary General Meeting of the Company.

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements Regulations, 2015, this is to inform you that the Extra Ordinary General Meeting of the Shareholders of the Company will be held on Monday, 20[th] June, 2022 at 11:00 a.m. at the registered office of the Company to transact the business as mentioned in the notice of the meeting, attached herewith.

Kindly find the same and take on your records.

Thanking you,

Yours faithfully,

For Tembo Global Industries Limited

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Sanjay Jashbhai Patel DIN-01958033 Managing Director Date: 28/05/2022 Place: Mumbai

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NOTICE IS HEREBY GIVEN THAT AN EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF TEMBO GLOBAL INDUSTRIES LIMITED WILL BE HELD ON MONDAY, 20[th] JUNE, 2022 AT 11.00 A.M. AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT PLOT NO- PAP D- 146/ 147, TTC MIDC, TURBHE, NAVI MUMBAI, MUMBAI - 400705

Increase in Authorised Share Capital of the Company and consequential amendment in Memorandum of Association of the Company

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 13, 61, 64 and all other applicable provisions, if any, under the Companies Act, 2013 (“the Act”), (including any amendment thereto or re-enactment thereof), enabling provisions of the Articles of Association of the Company and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), or any other applicable laws for the time being in force and subject to all other necessary approvals, permissions, consents and sanctions, if required, of concerned statutory, regulatory and other appropriate authorities, if any, the consent of the Members of the Company be and is hereby accorded for increase in the Authorised Share Capital of the Company from existing Rs. 11,00,00,000 (Rupees Eleven crore) divided into 1,10,00,000 (One Crore Ten Lakh) Equity Shares of Rs.10/- each to Rs. 22,00,00,000 (Rupees Twenty Two Crore only) divided into 2 crore Shares (Two Crore Two Lakh) Equity Shares of Rs. 10/- each.

RESOLVED FURTHER THAT pursuant to Section 13 and all other applicable provisions, if any, of the Companies Act, 2013, consent of the members of the Company be and is hereby accorded, for alteration of Clause V of the Memorandum of Association of the Company by substituting in its place and stead the following:-

V. (a) The Authorised Share Capital of the Company is Rs.22,00,00,000/- (Rupees Twenty Two Crore Only) divided into 2.2 crore Shares (Two Crore Two Lakh) Equity Shares of Face Value of Re. 10/- (Rupee Ten Only) each.”

RESOLVED FURTHER THAT approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.”

On and Behalf of the Board of Directors

For Tembo Global Industries Limited

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Sanjay Jashbhai Patel DIN-01958033 Director Date: 28/05/2022 Place: Mumbai

NOTES:

  1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the aforesaid business is annexed herewith.

  2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the Company. In order to be effective, the instrument of proxy must be lodged at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.

  3. All documents referred to in the accompanying notice and the explanatory statement is open for inspection by the members at the Registered Office of the Company on all working days except on Saturdays and Sundays prior to the date of the meeting between 11.00 a.m. to 4.00 pm.

  4. This Notice is being sent by electronic mode (via e-mail) to those members, whose name appears in the register of members/list of beneficial owners maintained by National Securities Depository Limited (“NSDL”)/Central Depository Services (India) Limited (“CDSL”) as on 27[th] May , 2022 provided by Bigshare Services Private Limited (RTA). Members may note that this Notice is also available on Company’s website viz. www.nutclamp.com A person who is not a Member on the cut-off date should accordingly treat the Notice as for information purposes only.

  5. This Notice is being sent electronically (via e-mail) to all Members whose e-mail addresses are registered with Company’s Registrar and Share Transfer Agents (‘RTA’) or the Depositories.

  6. Members whose e-mail addresses are not registered with RTA and the Depositories, are required to provide their email IDs and other necessary details as per below format to the Company or RTA, on or before 5:00 p.m. on 19[th] June, 2022 pursuant to which, any Member may receive on the e-mail ID provided by the Member this Notice and the procedure for remote e-voting:

Name of First Shareholder Name of Second Shareholder (In case joint shareholder) Permanent Account No. (PAN) Beneficiary Id/Client Id No. Share held Email Id Mobile No Address

Note: Kindly provide aforesaid details through email at [email protected]/[email protected]

  1. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and as per MCA circulars the Company is pleased to provide voting by electronic means (“E-Voting”) only to its Members, to enable them to cast their votes

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electronically. The Company has engaged the services of NSDL to provide e-voting facility to its Members. Voting rights will be reckoned on the paid-up value of share registered in the names of members on 16[th] June, 2022.

  1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com to reset the password.

  2. The Company will issue necessary advertisements in the newspaper/ e-newspaper having all India circulation and the newspaper circulating in the District where registered office of the Company is situated for the information of Members whose e-mail addresses are not available in the records of RTA and Depositories.

  3. The Communication of the assent / dissent to the Special Resolutions proposed in the Notice would take place only through remote e-voting.

  4. The voting period will commence on

  5. Friday 17[th] July, 2022 at 9:30 am (IST) and ends on Sunday, the 19[th] day of June, 2022 at 5:00 p.m. for the Members exercising their vote through electronic voting. The e-voting module shall be disabled by Central Depository Services (India) Limited (‘CDSL’) for voting thereafter.

  6. The results of the remote e-voting will be declared on June 22[nd] , 2022, by the Scrutinizer and will be furnished to the National Stock Exchange India Limited and will also be uploaded on the Company’s website www.nutclamp.com.

The instructions for shareholders voting electronically are as under:

  • (i) The e-voting period begins on Friday 17[th] June, 2022 at 9:30 am (IST) and ends on Sunday, the 19[th] day of June, 2022 at 5:00 p.m. During this period Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Monday 13th June, 2022 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

  • (ii) The shareholders should log on to the e-voting website www.evoting.nsdl.com.

  • (iii) Click on Shareholders / Members

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below: Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

- Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method
Individual Shareholders
holding securities in demat
mode with NSDL.
If you are already registered for NSDL IDeAS facility, please visit
the e-Services website of NSDL. Open web browser by typing the
following URL:https://eservices.nsdl.com/either on a Personal
Computer or on a mobile. Once the home page of e-Services is
launched, click on the “Beneficial Owner” icon under “Login” which
is available under “IDeAS” section. A new screen will open. You
will have to enteryour User ID and Password. After successful

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authentication, you will be able to see e-Voting services. Click on
“Access to e-Voting” under e-Voting services and you will be able to
see e-Voting page. Click on options available against company name
or e-Voting service provider - NSDLand you will be re-directed to
NSDL e-Voting website for casting your vote during the remote e-
Voting period or joining virtual meeting & voting during the
meeting.
If the user is not registered for IDeAS e-Services, option to register
is available athttps://eservices.nsdl.com. Select “Register Online
for
IDeAS”Portal
or
click
athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by typing
the following URL:https://www.evoting.nsdl.com/either on a
Personal Computer or on a mobile. Once the home page of e-Voting
system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open. You
will have to enter your User ID (i.e. your sixteen digitdemat account
number held with NSDL), Password/OTP and a Verification Code as
shown on the screen. After successful authentication, you will be
redirected to NSDL Depository site wherein you can see e-Voting
page. Click on options available against company name or e-Voting
service provider - NSDL and you will be redirected to e-Voting
website of NSDL for casting your vote during the remote e-Voting
period orjoiningvirtual meeting& votingduringthe meeting.
Individual Shareholders
holding securities in demat
mode with CDSL
Existing users who have opted for Easi / Easiest, they can login
through their user id and password. Option will be made available to
reach e-Voting page without any further authentication. The URL for
users
to
login
to
Easi
/
Easiest
are
https://web.cdslindia.com/myeasi/home/login
or
www.cdslindia.comand click on New System Myeasi.
After successful login of Easi/Easiest the user will be also able to see
the E Voting Menu. The Menu will have links of e-Voting service
provider i.e. NSDL. Click on NSDL to cast your vote.
If the user is not registered for Easi/Easiest, option to register is
available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
Alternatively, the user can directly access e-Voting page by
providing demat Account Number and PAN No. from a link in
www.cdslindia.comhome page. The system will authenticate the
user by sending OTP on registered Mobile & Email as recorded in
the demat Account. After successful authentication, user will be
provided links for the respective ESP i.e. NSDLwhere the e-Voting
is inprogress.

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Individual Shareholders
(holding securities in demat
mode) login through their
depository participants
You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL
for e-Voting facility. Once login, you will be able to see e-Voting
option. Once you click on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful authentication,
wherein you can see e-Voting feature. Click on options available
against company name ore-Voting service provider-NSDLand
you will be redirected to e-Voting website of NSDL for casting your
vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues

related to login through Depository i.e. NSDL and CDSL.


Login type

Helpdesk details
Individual
Shareholders
holding
securities in demat mode with NSDL
Members facing any technical issue in login can contact
NSDL
helpdesk
by
sending
a
request
at
[email protected] call at toll free no.: 1800 1020 990
and 1800 22 44 30
Individual Shareholders holding
securities in demat mode with CDSL
Members facing any technical issue in login can contact
CDSL
helpdesk
by
sending
a
request
at
[email protected] or
contact
at
022-
23058738 or 022-23058542-43

Step 2: Cast your vote electronically on NSDL e-Voting system. Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

  2. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below :

Manner of holding shares i.e. Demat Your User ID is: (NSDL or CDSL) or Physical

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a) For Members who hold shares in demat
8 Character DP ID followed by 8 Digit
account with NSDL.
Client ID
For example if your DP ID is IN300*** and
Client ID is 12** then your user ID is
IN30012***.
b) For Members who hold shares in demat
16 Digit Beneficiary ID
account with CDSL.
For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in Physical
EVEN Number followed by Folio Number
Form.
registered with the company
For example if folio number is 001*** and
EVEN
is
101456
then
user
ID
is
101456001***
Your password details are given below:
If you are already registered for e-Voting, then you can user your existing password to login and cast
your vote.
If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial
password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to
enter the ‘initial password’ and the system will force you to change your password.
How to retrieve your ‘initial password’?
If your email ID is registered in your demat account or with the company, your ‘initial password’ is
communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox.
Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the
.pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or
folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial
password’.
If your email ID is not registered, please follow steps mentioned below inprocess for those
shareholders whose email ids are not registered
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your
password:
Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with
NSDL or CDSL) option available on www.evoting.nsdl.com.
Physical User Reset Password?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
If you are still unable to get the password by aforesaid two options, you can send a request at
[email protected] mentioning your demat account number/folio number, your PAN, your name and
your registered address.
Members can also use the OTP (One Time Password) based login for casting the votes on the e-
Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check
box.
Now, you will have to click on “Login” button.
Afteryou clickon the“Login”button,Home page ofe-Voting will open.

Details on Step 2 is given below:

- How to cast your vote electronically on NSDL e Voting system?

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  1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

  2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

  3. Select “EVEN” of company for which you wish to cast your vote.

  4. Now you are ready for e-Voting as the Voting page opens.

  5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  6. Upon confirmation, the message “Vote cast successfully” will be displayed.

  7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  • 1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  • In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request to (Ms. Sarita Mote of NSDL Official) at [email protected]/ [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected]

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e.Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

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  1. Alternatively shareholder/members may send a request to [email protected] procuring user id and password for e-voting by providing above mentioned documents.

  2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility

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Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item no. 1:

Presently, the Authorized Share Capital of the Company is Rs. 11,00,00,000/- (Rupees Eleven Crores Only) divided into 1,10,00,000 (One crore Ten Lakh) Equity Shares of Face Value of Re. 10/- (Rupee Ten Only) each.

In order to facilitate the future requirements, if any, of the Company, it is proposed to increase the Authorized Share Capital to Rs. 22,00,00,000 (Rupees Twenty Two Crore only) divided into 2 crore Shares (Two Crore Two Lakh) Equity Shares of Rs. 10/- each by addition of 1.1 crore Equity Shares of Face Value of Re. 10/(Rupee Ten Only) each. The increase in the Authorized Share Capital as aforesaid would entail consequential alteration of the existing Clause V (a) of the Memorandum of Association of the Company.

The increase in the Authorized Share Capital and consequential alteration to Clause V of the Memorandum of Association of the Company require Members’ approvals in terms of Sections 13, 61 and 64 of the Companies Act, 2013and any other applicable statutory and regulatory requirements.

The set of Memorandum of Association is available for inspection at the Registered Office of the Company during business hours between 11.00 A.M. to 2.00 P.M. on all working days of the Company (Except Saturday, Sundays and Public holidays)

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of this Notice except to the extent of their shareholding in the Company.

Accordingly, approval of the Members of the Company is hereby sought by way of ordinary resolution as set out in Item No.1 of this Notice.

On and Behalf of the Board of Directors For Tembo Global Industries Limited

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Sanjay Jashbhai Patel DIN-01958033 Director Date: 28/05/2022 Place: Mumbai

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ATTENDANCE SLIP OF 01[st] EXTRA-ORDINARY GENERAL MEETING TEMBO GLOBAL INDUSTRIES LIMITED (CIN NO: L29253MH2010PLC204331) Reg. Office: At Plot No- PAP D- 146/ 147, TTC MIDC Turbhe , Navi Mumbai-400705

Date: Folio No: DP/Client-ID No.:

Full Name of the Shareholder/ First Holder: ________ ______(as appearing on share certificate/recorded with DP) Registered Address: _________ ________PIN - ____

Total number of Shares held (in number): Share Certificate Nos., From- ___ To- _____ (In case of physical holding)

I certify that I am a registered shareholder/proxy for the registered Shareholder of the Company and hereby record my presence at the 01[st] Extra- Ordinary General Meeting of the Company on Wednesday, 07th July, 2021 at 11:00 a.m. at the registered office Plot No- PAP D- 146/ 147, TTC MIDC, Turbhe ,Navi Mumbai400705 . Tel:91-22-27620641/27620642.

Member‟s/Proxy‟s name in Block Letters Member‟s/Proxy‟s Signature

Note: Please fill this attendance slip and hand it over at the entrance of the hall.

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PROXY FORM

(Pursuant to section 105(6) of the Companies Act, 2013 ond rule 19(3) of the Companies Management and Administration Rules, 2014)

CIN: L29253MH2010PLC204331 Name of the company: TEMBO GLOBAL INDUSTRIES LIMITED Registered office: Plot No- PAP D- 146/ 147, TTC MIDC, Turbhe ,Navi Mumbai-400705.

Name of the member (s):___ Fogo No/ Client id: ___ Registered address: ______ DP ID: _____ ______ Email Id:____

I/We, ________ being the member (s) of ______ shares
of the above namedCompany,herebyappoint
I/We, ________ being the member (s) of ______ shares
of the above namedCompany,herebyappoint
I/We, ________ being the member (s) of ______ shares
of the above namedCompany,herebyappoint
1.
Name:___
Address:_____________________

____

Email
Id:
____
Signature:
________
or failing him
2.
Name:___
Address:_____________________

____

Email
Id:
____
Signature:
________
or failing him
3.
Name:___

Address:____

_____

Email
Id:_____
Signature:
____

As my proxy to vote on my behalf at the Extra Ordinary General Meeting of the Company which will held at the registered office situated at Plot No- PAP D- 146/ 147, TTC MIDC, Turbhe ,Navi Mumbai-400705 on Wednesday, 7[th] July, 2021.

By this appointment, all other appointment previously made by the Shareholder is hereby revoked.

The Proxy hereby represents the Shareholder in the company and shall have the full power as the Shareholder's substitute to vote any issue, motion or action that the Shareholder may have voted.

The Proxy shall vote in the following manner

SIGNED on _______

Signature of Shareholder


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Route Map Registered office of the Company = https://www.google.com/maps/vt/data e0IFWcA7TOBv8pudpqNPaSi5ocUyKMnIVMpD1pycUpRMuf2Vgr - yxRzGW0YmE3cJFyXqpx8IvOuaWPrTtEIujgu7XTTJUNblm1

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