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31 annual report of narbada steels limited for the financial year 2015 PDF

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Preview 31 annual report of narbada steels limited for the financial year 2015

31st ANNUAL REPORT OF NARBADA STEELS LIMITED FOR THE FINANCIAL YEAR 2015 - 2016 Narbada Steels Limited st 31 Annual Report 2015-2016 Board of Directors Mr. Rahul Bansal - Executive Director/ Promoter Mr. Hukam Chand - Non- ExecutiveDirector/Promoter Mrs. Sanya Bansal - Non- Executive Director/ Promoter Mr. Raghav Aggarwal - Independent Director Mr. Romesh Kumar Badiyal - Independent Director Chief Financial Officer Mr. Gaurav Verma Company Secretary Mr. Sanjiva Gaur Bankers HDFC Bank Limited J & K Bank Limited Punjab National Bank Statutory Auditors Sudhir K.Arora & Co. Chartered Accountants FRN.00209N Jammu Cost Auditors Surya Kant Lal, Add:- WP-23D, Regn. No.101082 Pitam Pura Delhi-110034 Secretarial Auditors Kamakshi Singh & Associates C P No.12417 H.No. 18 Priyadarshni Lanes opp.BSF Campus Patta Ploura P.O. Talab Tillo Jammu 180002 Registered Office SIDCO Industrial Complex Bari Brahmana, Samba (J&K)-181133 Tel.No. : 01923-220958/220451 Fax.No.: 01923-220205 CIN-U27106JK1985PLC000783 Website: www.narbadasteel.com E-mail: [email protected] Plant Location SIDCO Industrial Complex Bari Brahmana,Samba (J&K)-181133 Share Transfer Agent Skyline Financial Services Private Limited Registered Office: Skyline Financial Services Private Limited,123, Vinobapuri, Lajpat Nagar-II, New Delhi-110024 Transfer work Office: Skyline Financial Services Private Limited, D- 153A, Ist Floor, Okhla Industrial Area, Phase-I, New Delhi-110020 CONTENTS Board’s Report 1 Annexures I -IX to the Board’s Report. 14 Standalone Financial Statements Independent Auditors’ Report to the Members 43 Balance Sheet 49 Statement of Profit and Loss 50 Cash Flow Statement 51 Statement on Significant Accounting Policies 53 Notes annexed to and forming part of the Financial Statements 57 Consolidated Financial Statements Independent Auditors’ Report to the Members 75 Balance Sheet 79 Statement of Profit and Loss 80 Cash Flow Statement 81 Notes annexed to and forming part of the Consolidated Financial Statements 83 Subsidiaries, Associates and Joint Ventures Salient features of the financial statements of subsidiaries for the year ended 31 March 2016 98 NARBADA STEELS LIMITED Annual Report 2015-16 DIRECTOR'S REPORT TO THE MEMBERS OF NARBADA STEELS LIMITED Your Directors have pleasure in presenting the 31st Annual Report and the Audited Financial Statements of the Company for the financial year ended on 31st March, 2016. STATE OF AFFAIRS Your company was listed on Ludhiana Stock Exchange (LSE) and Delhi Stock Exchange (DSE). SEBI passed exit order in respect of Ludhiana Stock Exchange on 30.12.2014, and the recognition granted to DSE was withdrawn by SEBI on 19.11.2014 and accordingly, the company, thereafter ceased to be a listed company within the meaning of Companies Act 2013 and also in terms of SEBI Circular No CIR/MRD/DSA/18/2014 Dated, 22nd May, 2014 read with SEBI Circular No CIR/MRD/DSA/05/2015. April 17, 2015. In terms of the requirements of the said SEBI Circulars, your company was placed by the DSE to the Dissemination Board of the Bombay Stock Exchange. The Balance Sheet as on 31st March, 2016 presents the sources and utilization of funds as on that date. Your company owns and operates only industrial unit engaged the manufacture of M.S. Ingots/ M.S Billets, located at its registered office. The summarized financial results for the year ended March 31st, 2016 and for the previous year ended March 31st, 2015 are as follows: FINANCIAL PERFORMANCE SUMMARY (Rs in lacs) Standalone Consolidated 2015-16 2014-15 2015-16 2014-15 Revenue from operations net of excise duty 9641.62 11,329.61 10471.58 11631.40 Other Income 162.36 117.94 136.09 114.47 Total Income 9803.98 11,447.55 10607.67 11,745.87 Profit/(Loss) before Tax, Finance Cost Depreciation and (74.71) (658.14) (32.53) (717.89) Exceptional & Extra ordinary items. Finance Cost 23.38 17.17 42.10 35.52 Depreciation and amortization 107.37 115.81 136.81 125.43 Exceptional items(credits)/ Debits - (3.19) 0.04 (3.19) Profit/(Loss) before Tax (205.46) (787.93) (211.48) (875.65) Current Tax - - - - Deferred Tax (Credit) /Debit (13.12) 1.48 (3.18) (6.05) Profit/(Loss) for the year (192.34) (789.41) (208.30) (869.60) OPERATING RESULTS AND PROFIT (LOSS) Standalone The production of M.S. Ingots and M.S. Billets during the financial year ended on 31.03.2016 was 34,860.680 M.T. (M.S. Billets) as against 33,620.160 M.T. comprising of 15,445.420 M.T.(M.S. Ingots) and 18,174.740 (M.S. Billets) in the previous financial year, thereby registering an increase of 1240.52 M.T.( 3.69 % ) in total production as compared to previous financial year. The sales during the current financial year was 34,179.505 M.T. as against 33,914.690 M.T. comprising of 16,585.850 M.T.(M.S. Ingots) and 17,328.840 (M.S. Billets) in the previous financial year, thereby registering an increase of 264.815 M.T.( 0.79 % ) in total sales as compared to previous financial year. The gross revenue from operations during the current financial year was Rs 10,358.37 lacs as against Rs.12,719.00 lacs in the previous financial year and thereby registering an decrease of Rs. 2,360.63 lacs ( 18.56 % ) as compared to the previous financial year. There was pressure on selling prices during the current financial year as against previous financial year. The average sales realization per M.T. was Rs. 0.30 lacs in the current financial year as against Rs 0.37 lacs in the previous financial year. The average cost of material consumed per M.T. was Rs. 0.23 lacs in the current financial year as against Rs 0.29 lacs in the previous financial year. The other income during the current financial year was Rs 162.36 lacs as against Rs. 117.94 lacs in the previous financial year, thereby registering an increase of Rs 44.42 lacs ( 37.66 %) over the previous year, which mainly 1 NARBADA STEELS LIMITED Annual Report 2015-16 was due to interest (Rs. 33.52 lacs ) on inter-corporate loan to wholly owned subsidiary. There was loss before tax during the financial year to the tune of Rs 220.85 lacs as against loss before tax of Rs. 787.93 lacs in the previous financial year. In view of the amendment made in Income Tax Act by the Finance Act 2015, the excise duty refund amounting to Rs.423.39 was reduced from Excise Duty charges during the current financial year, which item (Rs.530.96) in the previous financial year was credited to capital reserves. Current year’s loss figures are not comparable with the previous year’s loss to the extent of excise duty refund. Subsidiary Performance Your company has only one, wholly owned subsidiary company, namely, Jammu Paper Private Limited, which was acquired on 04.09.2014. The said subsidiary company owns and operates only industrial unit for the manufacture of paper products (duplex boards), located at Industrial Complex, Bari Brahmana, Jammu . In terms of the provisions of Notification No. 56/2002-C.E. dated 14/11/2002 of Central Excise, the said industrial unit of the subsidiary company was eligible for excise duty refund for a period of ten years which expired on 31.12.2014. In order to avail 36% excise duty refund for a further period of ten years, the subsidiary company, in terms of the provisions of Notification No 01/2010 Central Excise dated 06/02/2010, expanded installed capacity of the said industrial unit from 10962 M.T. p.a. to 15840 M.T. p.a., besides adding production facilities for the production of writing and printing paper, kraft paper, media paper, wrapping paper and lamination board. The company has commenced commercial production on 29 June 2015 from the said industrial unit after expansion of capacity and thus has become eligible for 36% excise duty refund, for a further period of ten years from the date of commencement of commercial production i.e.29/06/2015, subject to the manner and fulfillment of certain conditions as stipulated in the said notification.. The net worth of the said subsidiary company was negative to the tune of Rs.101.27 lakhs as per the last audited Balance Sheet for the financial year 2015-16. The financial high lights of the said subsidiary are summarized as under : FINANCIAL PERFORMANCE (HIGH LIGHTS) OF SUBSIDIARY (JAMMU PAPER PRIVATE LIMITED) Amount (Rs in lakhs ) PARTICULARS Financial Year 2015-16 Financial Year 2014-15 Revenue from operations 829.96 471.44 Other Income 7.25 1.26 Profit (Loss) before depreciation, finance cost and tax (175.26) (175.26) Less: Depreciation and amortisation expenses. 29.44 16.67 Less: Finance Costs 52.24 81.65 Profit (Loss) Before Tax (6.01) (273.58) Current Tax - - Earlier year Income Tax 2.55 Deferred Tax Debit/(credit) 9.94 (7.53) Profit (Loss) after tax 15.95 268.60 Production ( Duplex Board M.T.) 3580.087 2053.777 Sales (Duplex Board M.T.) 3539.684 2036.386 The production during the financial year ended on 31.03.2016 was 3580.087 M.T. of Duplex Board as against 2053.777 M.T ( Duplex Board) in the previous financial year, thereby registering an increase in production of 74.32 % as compared to previous financial year. The sales during the current financial year were 3539.684 M.T. as against 2036.386 M.T. in the previous financial year, thereby registering an increase of 1503.298 M.T. ( 73.82 % ) in total sales as compared to previous financial year. The revenue from operations during the current financial year was Rs 829.96 lacs as against Rs.471.44 lacs in the previous financial year and thereby registering an increase of 76.05 % over the previous financial year. The other income during the financial year under review was Rs 7.25 lacs as against Rs.1.26 lacs in the previous financial year. There was loss before tax during the financial year to the tune of Rs 6.01 lacs as against loss before tax of Rs. 273.58 lacs in the previous financial year, thereby registering an decrease of Rs.267.57 lakhs in the loss before tax during the current financial year as compared to previous financial year. SHARE CAPITAL The paid up equity share capital as on 31 March 2016 was Rs 50 lacs. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has granted any stock options. 2 NARBADA STEELS LIMITED Annual Report 2015-16 TRANSFERS TO RESERVES No amount is proposed to be transferred to any reserve. DIVEDEND No amount of dividend is proposed / recommended to be paid as dividend. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities, and commitments in the notes forming part of the Financial Statement. (Refer Note No 29) INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT Internal financial controls with reference to the financial statements were adequate and operating effectively. Details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance for sexual harassment at work place and has adopted a Policy on prevention, prohibition and redress of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace and has constituted an Internal Complaints Committee (ICC). The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company’s office premises or women service providers are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. During the financial year 2015-16, the Company has not received any complaint on sexual harassments. There were no complaints pending for more than 90 days during the year. Similar initiatives on Prevention of Sexual Harassment are in place accross the Narbada Group of Companies. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT OF DIRECTORS Smt. Sanya Bansal , was re-appointed as Non Executive Director retiring by rotation at the Annual General Meeting of the Company held on 30th September, 2015 . Sh. Hukam Chand Bansal who retires by rotation being eligible, offers himself for re-appointment. The directors recommend his re appointment. Profile of the director seeking re-appointment is as under: Particulars Name Mr. Hukam Chand Bansal DIN 01180540 Date of Birth 05/04/1949 Date of Appointment 06/06/1985 Expertise in specific functional areas Enriched experience of more than 4 decades of Business Strategic & Commercial decisions Directorships held in other public companies (excluding Jyoti Concast Ltd.* foreign companies and Section 8 companies) Mandi Gymkhana Club Ltd. Memberships / Chairmanships of committees of other public NIL companies (includes only Audit Committee and Stakeholders’ Relationship Committee.) Number of shares held in the Company 1,30,666 shares of Rs. 10/- each in the Company which constitutes 26.13% of the total shareholding Relationship with other directors and key managerial Not applicable personnel *Ceased to be director effective from 27.08.2015 No director resigned or ceased to be director of the company during the financial year 2015-16. 3 NARBADA STEELS LIMITED Annual Report 2015-16 KEY MANAGERIAL PERSONNEL During the financial year 2015-16, the Company had following personnel as KMPs as per the definition under Section 2(51) and Section 203 of the Act. Mr Rahul Bansal, Executive Director Mr Ripu Sudan Nanda,. Chief Financial Officer Mr Sahil Gupta, Company Secretary Mr. Ripu Sudan Nanda, Chief Financial Officer resigned due to personal reasons and ceased to be Chief Financial Officer of the company effective from 31st March 2016. Mr. Gaurav Verma, Chartered Accountant has been appointed as Chief Financial Officer effective from 1st April 2016. Mr Sahil Gupta, Company Secretary submitted notice of resignation dated 16th February 2016, due to personal reasons and Mr. Sanjiva Gaur , Company Secretary has been appointed as Company Secretary effective from 17th May 2016, following the date of expiry of notice period of Mr. Sahil Gupta. TENURE OF INDEPENDENT DIRECTORS The maximum tenure of independent directors is in accordance with the Companies Act, 2013 and also meets the requirements of erstwhile clause 49 of the Listing Agreement. FORMAL LETTER OF APPOINTMENT TO INDEPENDENT DIRECTORS The Company issues a formal letter of appointment to independent directors in the manner as provided in the Companies Act, 2013 .The formal letter of appointment to independent directors also meets the requirements of erstwhile clause 49 of the Equity Listing Agreement. The terms and conditions of appointment of independent directors are placed on the Company's website www.narbadasteel.com INDEPENDENT DIRECTORS’ MEETING In compliance with Schedule IV to the Companies Act, 2013 , the independent directors held one separate meetings on 14th February 2016 without the attendance of non-independent directors and members of management, to inter alia: i) review the performance of non-independent directors and the Board as a whole; ii) review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors; iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. All independent directors were present at the meetings. The independent directors present at the meetings deliberated on the above and expressed their satisfaction. INDEPENDENT DIRECTORS DECLARATION The independent directors have submitted the declaration of independence, as required pursuant to section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149(6). PECUNIARY RELATIONSHIP OR TRANSACTIONS OF DIRECTORS AND KEY MANGERIAL PERSONNEL Details of pecuniary relationship or transactions of directors with the Company, other than the sitting fees, and remuneration are as under: 1. Sh. Rahul Bansal Executive Director, is relative of proprietor of M/s Kashmir Fabricators Unit II. The transactions for purchases of welding rods (consumables) from this firm were on arms’ length basis and in the ordinary course of business and the total value of transactions thereto for the financial year ended 31 March 2016, amounted to Rs. 1.29 lacs. 2. Sh. Hukam Chand Bansal Director is a partner, and Sh. Rahul Bansal Executive Director, is the relative of partners in M/s Kashmir Ispat. The transactions with the said firm for sale and purchase of goods, were on arms’ length basis and in the ordinary course of business and the total value of transactions thereto for the financial year ended 31 March 2016 amounted to Rs. 5774.48 lacs. 4 NARBADA STEELS LIMITED Annual Report 2015-16 3. Sh. Hukam Chand Bansal Director is a partner and Sh. Rahul Bansal, is the relative of partners in M/s Kashmir Tubes. The transactions with the said firm for purchase of goods, were on arms’ length basis and were in the ordinary course of business and the total value of transactions thereto for the financial year ended 31 March 2016, amounted to Rs. 19.36 lacs. 4. Sh. Rahul Bansal Executive Director is a partner, Sh. Hukam Chand Bansal Director , and Smt Sanya Bansal Director are the relatives of partners in M/s Aggarwal Steel Rolling Mills.The transactions with said firm for sale and purchase of goods, were on arms’ length basis and in the ordinary course of business and the total value of transactions thereto for the year ended 31 March 2016 amounted to Rs. 2600.50 lacs. 5. Sh. Rahul Bansal Executive Director is a proprietor and Smt Sanya Bansal, is the relative of the proprietor of M/s Kashmir Gases. The total value of transactions with the said firm for purchase gases (consumables), were on arms’ length basis and in the ordinary course of business and the total value of transactions thereto, for the financial year ended 31 March 2016 amounted to Rs. 18.70 lacs. CORPORATE GOVERANCE REPORT & MANAGEMENT DISCUSSION ANALYSIS The corporate governance standards in India for listed companies are regulated by the Securities and Exchange Board of India (SEBI). Your company was listed on Ludhiana Stock Exchange (LSE) and Delhi Stock Exchange (DSE). SEBI passed exit order in respect of Ludhiana Stock Exchange on 30.12.2014, and the recognition granted to DSE was withdrawn by SEBI on 19.11.2014 and accordingly, the company, thereafter ceased to be a listed company within the meaning of Companies Act 2013 and also in terms of SEBI Circular No CIR/MRD/DSA/18/2014 Dated, 22nd May, 2014 read with SEBI Circular No CIR/MRD/DSA/05/2015. April 17, 2015. In terms of the requirements of the said SEBI Circulars, your company was placed by the DSE to the Dissemination Board of the Bombay Stock Exchange. The Stock Exchanges to whom listing compliances were to be made are exited stock exchange (LSE) and de recognized stock exchange (DSE). Accordingly, the listing compliances , were applicable to the company upto the date, the recognition of these stock exchanges was in force. The company, however, is governed by SEBI as an exclusively listed company of de recognized/non operational/exited stock exchanges.SEBI vide its notification No. SEBI/LAD-NRO/GN/2015-16/013 dated 2 September 2015 notified the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as 'SEBI Listing Regulations, 2015'), which were made applicable with effect from 1 December 2015 and repealed the erstwhile listing agreement with the stock exchanges. The board thought it prudent to voluntary make disclosers in this report as mandated for listed companies under SEBI Listing Regulations, 2015 in addition to the disclosers mandated under Companies Act 2013.This Report, therefore, states the compliance status as per requirements of Companies Act, 2013 and SEBI Listing Regulations, 2015. According to regulation 15(2) (b) of the SEBI Listing Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. The paid up equity share capital of your company was not exceeding rupees ten crore and net worth of your company was not exceeding rupees twenty five crore, as on the last day of the previous financial year i.e 31st March 2015. Accordingly, disclosures in the annual report with respect to corporate governance report as specified in para C of Schedule V are not mandated under SEBI Listing Regulations, 2015 and accordingly does not form part of this Annual report. Management Discussion and Analysis are given separately as annexure IX as part of this Annual Report. Mr. Rahul Bansal is the KMP/ Whole Time Director, designated as Executive Director of the Company and holds office up to August 16, 2019. Pursuant to the recommendation of the Nomination and Remuneration Committee of the Board, the Board of Directors of the Company approved, subject to the approval of the shareholders, revision in remuneration from Rs. 1,50,000/ per month plus perquisites to Rs 2,00,000/ per month plus perquisites payable to Mr.Rahul Bansal, with effect from 1st October, 2016. The resolutions seeking approval of the members for the revision in remuneration payable to Mr. Rahul Bansal Executive Director have been incorporated in the Notice of the Annual General Meeting of the Company. DISCLOUSER OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Criteria of making payments to non-executive directors Non-executive directors of the Company play a crucial role in the independent functioning of the Board. They bring in an external perspective to decision-making, and provide leadership and strategic guidance while maintaining objective judgment. Non-executive 5 NARBADA STEELS LIMITED Annual Report 2015-16 directors are paid sitting fees of Rs. 2500/ for attending each of meeting of Board and its committees. The Company did not have any stock option programme for employees/non executive directors during the financial year ended on 31st March, 2016. Criteria of making payments to Executive Directors The remuneration to the Executive Directors is paid taking into consideration the individual responsibilities shouldered by them and is in consonance with the terms of appointment/ remuneration approved by the Members. Executive directors are entitled to superannuation benefits payable in the form of gratuity which forms part of the perquisites allowed to them. No pension is paid by the Company. The Company did not have any stock option programme for employees/executive directors during the financial year ended on 31st March, 2016. During the year under review, none of the directors was paid any performance-linked incentive. In the financial year 2015-16, the Company did not advance any loans to any of the executive and/or non-executive directors. Details of remuneration paid/ payable to directors and key managerial personnel are as under: Sr. Names of Directors/KMP Designation Remuneration No 1 Mr. Rahul Bansal Executive Director 18.40 2 Mr. Hukam Chand Bansal Non Executive Director 0.25 3 Mrs. Sanya Bansal Non Executive Director 0.03 4 Mr. Raghav Aggarwal Independent Director 0.30 5 Mr. Romesh Kumar Badial Independent Director 0.30 6 Mr. Ripu Sudan Nanda Chief Financial Officer 2.70 7 Mr Sahil Gupta Company Secretary 3.74 MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report. DEPOSITS The Company had neither invited nor accepted any deposits from the public during the year. There were no unclaimed or unpaid deposit lying with the Company. There were no over dues on account of principal or interest on public deposits during the year. As the company has neither invited nor accepted any deposits from the public, accordingly there are no deposits which are not in compliance with the requirements of Chapter V of the Act. EXTRACT OF ANNUAL RETURN As provided under Section 92(3) of the Act, the details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure-1. BOARD MEETINGS During the year 2015-16, the Board of Directors met seven times on 30.05.2015, 18.06.2015, 14.08.2015, 02.09.2015, 14.11.2015, 01.12.2015, 14.02.2016 and 31.03.2016. The gap between any two meetings has been less than one hundred and twenty days. CONSOLIDATED FINANCIAL STATEMENTS The company has only one wholly owned subsidiary company namely, Jammu Paper Private Limited, an Indian incorporated company, The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, forms part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company. The financial statements of the subsidiary used in the consolidation are drawn up for the period from 01.04.2015 to the same reporting date as that of the Company i.e. 31st March, 2016. Pursuant to Section 129(3) of 6

Description:
Sudhir K. Arora, have, under Section 139(1) of the Act and the Rules framed thereunder furnished a Sh.Hukum Chand. 130666. 26.13. 130666.
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