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GBL Industries Ltd.

BSE: 539009 Sector: Industrials
NSE: N.A. ISIN Code: INE003Q01012
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OPEN 2.02
CLOSE 2.06
VOLUME 1806
52-Week high 101.00
52-Week low 2.02
P/E
Mkt Cap.(Rs cr) 1
Buy Price 2.02
Buy Qty 200.00
Sell Price 2.02
Sell Qty 3562.00

GBL Industries Ltd. (GBLINDUSTRIES) - Director Report

Company director report

To

The Members

GBL INDUSTRIES LIMITED

Ahmedabad

Your Directors have great pleasure in presenting the 32nd Annual Report onbusiness and operation of the Company and Standalone and Consolidated Audited Accounts forthe financial year ended March 31 2018.

FINANCIAL RESULTS

(Rs. In Lakhs)

PARTICULARS

Financial Year Ended

Standalone

Consolidated
2017-18 2016-17 2017-18
Revenue From Operations 1687.42 155.34 7415.66
Other Income 14.60 20.85 28.94
Total Revenue 1702.02 176.19 7444.60
Profit Before Finance Cost and 35.01 16.51 119.24
Depreciation
Finance Cost 12.48 0.02 40.11
Depreciation 3.39 0.51 7.37
Profit Before Tax 19.14 16.02 71.76
Tax Expenses
Current Tax 5.75 5.25 19.84
Deferred Tax 0.70 0 1.24
Net Profit for the Year 12.69 10.77 50.68

1. OPERATIONS:

During the year under review the revenue from operations of the Company for thefinancial year 2017-2018 increased to Rs.1687.42 Lakh as compared to Rs.155.34 Lakh in theprevious financial year 2016-17. Your Company has earned Profit after tax of Rs. 12.69Lakh against Rs. 10.77 Lakh in the previous year.

During the year under review the consolidated income from Revenue from Operations ofRs. 7415.66 Lakh Your Company has earned consolidated net profit after tax Rs. 50.68Lakh.

2. DIVIDEND

With a view to conserve resources and expansion of business your directors do notrecommend any dividend for the financial year under review.

3. TRANSFER TO RESERVES:

The Board of Directors has not recommended transfer of any amount to reserves duringthe year under review

4. SHARE CAPITAL:

The authorised and Paid up share Capital of the Company as on March 31 2018 was Rs.500 Lakh respectively. During the year under review the Company has not issued shareswith differential voting rights and sweat equity Shares.

5. CHANGE IN NAME OF THE COMPANY:

During the year Company has change its name from "Gujarat Bitumen Limited" to"GBL Industries Limited" w.e.f. 26th July 2017.

6. SUBSIDIARY COMPANY:

The Company has one subsidiary named "Rahul Papers India Private Limited" ason March 31 2018. Our Company had acquired 160000 Equity shares of " Rahul PapersIndia Private Limited " and the said company became subsidiary of the Company w.e.f.11th October 2017.

There are no associate companies or joint venture companies within the meaning ofSection 2(6) of the Companies Act 2013 ("Act"). There has been no materialchange in the nature of the business of the subsidiary.

Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of financial statements of the Company's subsidiary in Form AOC-1 isattached to the financial statements of the Company as "Annexure I".

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of subsidiary are available on thewebsite of the Company.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Re-appointment

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Shailesh Prajapati Managing Director of the Company retire by rotation atthe ensuing Annual General Meeting and being eligible have offered himself forre-appointment.

Appointment

Mrs. Shilpa Kamleshbhai Solanki and Mr. Piyush Jayantilal Shah non executiveindependent Directors of the Company appointed as additional Directors of the Companyw.e.f.20th November 2017 and 31st July 2018 respectively up todate of subsequent AGM. As per requirements of provisions of the Companies Act 2013 andrule made there under the Independent Directors are not liable to retire by rotation andare required to be appointed by shareholders. Therefore it is proposed to appoint Mrs.Shilpa Kamleshbhai Solanki and Mr. Piyush Jayantilal Shah as non Executive independentDirectors for a term of five consecutive years.

Resignation

Mrs. Anjali Mehra has resigned from the directorship of the Company w.e.f. 18thNovember 2017. Mr. Naresh Chiplunkar and Mr. Parimal Patwa have resigned from thedirectorship of the Company w.e.f. 31st July 2018.

Key managerial Personnel

Mr. Vinay kumar Jain has resigned from the post of the Company Secretary and ComplianceOfficer of the Company w.e.f. 4th October 2017. Ms. Kiran Nitesh Prajapati isappointed as a Company Secretary cum Compliance Officer of the Company w.e.f. 11thOctober 2017.

Mr. Mayank Agarwal has resigned from the post of Director and Managing Director of theCompany w.e.f. 13th June 2018. Mr. Shailesh Harivadan Prajapati is appointedas a Managing Director of the Company. Mr. Shailesh Prajapati is appointed as a CFO (ChiefFinancial Officer) of the Company w.e.f. 31st July 2018.

8. NUMBER OF MEETINGS OF THE BOARD:

During the year under review Board of Directors duly met 9 (Nine) times. Detailsof Board Meetings for the year under review are tabulated hereunder:

Date of Board Meetings Mohan Punja bi* Parimal Patwa Naresh Chiplunkarr Nirmalkuma Tiwari* Mayank Agarwal Shilpa Solank i*** Anjali Mehra*** Dhiral Dave**
26.04.2017 ? ? ? ? ? -- ? --
08.05.2017 -- ? ? -- ? -- ? ?
10.06.2017 -- ? ? -- ? -- ? ?
14.08.2017 -- ? ? -- ? -- ? ?
11.10.2017 -- Absent ? -- ? -- ? ?
14.11.2017 -- ? ? -- ? -- Absent ?
20.11.2017 -- ? ? -- ? -- -- ?
14.02.2018 -- ? ? -- ? ? -- Absent
23.02.2018 -- ? ? -- ? Absent -- ?

*Mr. Mohan Punjabi and Mr. Nirmalkumar Tiwari resigned from the directorship of theCompany w.e.f. 08.05.2017.

**Mr. Dhiral Dave is appointed as an Additional Independent Director of the Companyw.e.f. 08.05.2017 and thereafter it was regularised in the last AGM.

***Mrs. Shilpa Solanki is appointed as an additional Independent Director in placeof Mrs. Anjali Mehra w.e.f. 20.11.2017.

9. DECLARATION BY INDEPENDENT DIRECTOR(S):

The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that they meet the criteria of Independence laiddown in the Companies Act 2013 and Listing Regulations.

10. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return as on 31st March 2018 inForm MGT 9 in accordance with Section 92(3) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 are set out herewith as "Annexure- II"to this Report.

11. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act SEBIListing Regulations and the Guidance Note on Board Evaluation issued by the Securities andExchange Board of India on January 5 2017. The performance of the board was evaluated bythe board after seeking inputs from all the directors on the basis of criteria such as theboard composition and structure effectiveness of board processes information andfunctioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. In a separate meeting of independent directorsperformance of non-independent directors the Chairman of the Company and the board as awhole was evaluated taking into account the views of executive directors andnon-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.

12. REMUNERATION POLICY:

The Company follows a policy on remuneration of Directors and senior managementemployees details of the same are given in the website of the Companywww.gujaratbitumen.com

13. MEETING OF INDEPENDENT DIRECTORS:

During the year under review the Independent Directors met on 29th March2018 inter alia to discuss:

• Review of the performance of the Non- Independent Directors and the Board ofDirectors as a whole.

• Review of the Chairman of the Company taking into the account of the views ofthe Executive and Non- Executive Directors.

• Assess the quality content and timeliness of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

All the Independent Directors were present in the meeting.

14. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate:

(a) that in the preparation of the annual financial statements for the year ended March31 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2018 and of the profit of the Company for the year ended onthat date;

(c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) that the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

(f) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

15. COMMITTEE OF THE BOARD:

In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees in place: 1. Audit Committee 2. Nomination and Remuneration Committee3. Stakeholders Committee

During the year your Directors have constituted or reconstituted wherever requiredthe following committees of the Board is in accordance with the requirements of theCompanies Act 2013. The Composition terms of reference and other details of all Boardlevel committees have been elaborated in detail:

AUDIT COMMITTEE:

The Audit Committee comprises of executive and non executive Independent Director asits Member. The Chairman of the committee is Independent Director.

During the Financial year 2017-2018 5 meeting of Audit Committee were held on08.05.2017 10.06.2017 14.08.2017 14.11.2017 & 14.02.2018.

The Composition of Audit Committee and the details of meetings attended by the membersduring the year are given below:

Name of the Director Status Nature of Directorship No. of Meeting Meeting Attended
1. Mr. Naresh Dattaram Chiplunkar Chairman Independent Director 5 5
2. Mr. Parimal Suryakant Patwa Member Executive Director 5 5
3. Mrs. Anjali Ajay Mehra * Member Independent Director 5 3
4. Mr. Dhiral Dave ** Member Independent Director 5 0

*Mrs. Anjali Mehra has resigned from the Directorship of the Company w.e.f. 18thNovember 2017. ** Mr. Dhiral Dave is appointed as a Non-Executive Independent Directorw.e.f. 8th May 2017 and became the member of the Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Committee comprises of three non-executive Directors as its members. The Chairmanof the Committee is an Independent Director.

During the Financial year 2017-2018 3 meeting of Nomination and Remuneration Committeewere held on 08.05.2017 11.10.2017 and 20.11.2017

The Composition of Nomination and Remuneration Committee and the details of meetingsattended by the members during the year are given below:

Name of the Director Status Nature of Directorship No. of Meeting Meeting Attended
1. Mr. Naresh Dattaram Chiplunkar Chairman Independent Director 3 3
2. Mr. Parimal Suryakant Patwa Member Executive Director 3 2
3. Mrs. Anjali Ajay Mehra * Member Independent Director 3 2
4. Mr. Dhiral Dave ** Member Independent Director 3 1

*Mrs. Anjali Mehra has resigned from the Directorship of the Company w.e.f. 18thNovember 2017. ** Mr. Dhiral Dave is appointed as a Non-Executive Independent Directorw.e.f. 8th May 2017 and became the member of the Committee.'

STAKEHOLDERS COMMITTEE:

The Stakeholders Committee comprises of executive and non executive IndependentDirector as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2017-2018 4 meeting of Stakeholders Committee were held on06.05.2017 12.08.2017 13.11.2017 & 13.02.2018.

The Composition of Stakeholders Committee and the details of meetings attended by themembers during the year are given below:

Name of the Director Status Nature of Directorship No. of Meeting Meeting Attended
1. Mr. Naresh Dattaram Chiplunkar Chairman Independent Director 4 4
2. Mr. Parimal Suryakant Patwa Member Executive Director 4 4
3. Mrs. Anjali Ajay Mehra * Member Independent Director 4 2
4. Mr. Dhiral Dave ** Member Independent Director 4 0

*Mrs. Anjali Mehra has resigned from the Directorship of the Company w.e.f. 18thNovember 2017.

** Mr. Dhiral Dave is appointed as a Non-Executive Independent Director w.e.f. 6thMay 2017 and became the member of the Committee.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant or material orders passed by the regulators courts ortribunals having an impact on the future operations of the Company or its going concernstatus.

17. PUBLIC DEPOSITS:

Your Company has not accepted deposit from public during the year and there was nodeposit outstanding on 31st March 2018.

18. DIVERSIFICATION OF BUSINESS:

During the year the Company has diversified its business activity from trading ofBitumen to Textiles and TMT Bars and other allied products.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Yours Company has not given any loan / guarantee or provided any Security or made anyinvestment to any person (except those required for business purpose).

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has implemented adequate procedures and internal Controls which providereasonable assurance regarding reliability of financial reporting and preparation offinancial statements. The Company also ensures that internal controls are operatingeffectively.

21. CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation the Compliance with the CorporateGovernance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 crore and Networth not exceeding Rs. 25 crore as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid exemption (a); hence compliance withthe provisions of Corporate Governance shall not apply to the Company and it does not formthe part of the Annual Report for the financial year 2017-2018.

22. RISK MANAGEMENT POLICY:

The Company has in place to ensure sustainable business growth with stability and topromote a pro-active approach in reporting evaluating and resolving risks associated withthe business.

Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. These are discussed at the meetings ofthe Audit Committee and the Board of Directors of the Company. The Company's internalcontrol systems are commensurate with the nature of its business and the size andcomplexity.

23. REGISTERED OFFICE OF THE COMPANY:

During the year under review the Company Registered office is shifted from "501Akruti

Complex Nr. Stadium Circle Navrangpura Ahmedabad-380009 to "F-901 TitaniumCity Centre Nr. Sachin Tower 100 Ft Road Satellite Ahmedabad-380015 with effect from 8thMay 2017.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) (e) of the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis Report is presented in a separate section as Annexure IIIforming part of the Annual Report.

25. STATUTORY AUDITORS AND AUDITOR'S REPORT:

In accordance with Section 139 of the Companies Act 2013 LOONIA & ASSOCIATESChartered Accountant Ahmedabad [FRN.: 130883W] were appointed by the shareholders of theCompany at the 30th Annual General Meeting held on September 29 2016 asStatutory Auditor for a period of 3 years to hold office until the conclusion of the 33rdAnnual General Meeting of the Company in calendar year 2019. LOONIA & ASSOCIATESChartered Accountant has audited the book of accounts of the Company for the FinancialYear ended March 31 2018 and has issued the Auditors' Report thereon.

In terms of the provisions relating to statutory auditor forming part of the CompaniesAmendment Act 2017 notified on May 7 2018 ratification of appointment of StatutoryAuditor at every AGM is no more a legal requirement. Accordingly the Notice convening theensuing AGM does not carry any resolution on ratification of appointment of StatutoryAuditor. However LOONIA & ASSOCIATES Chartered Accountant has confirmed thatthey are eligible to continue as Statutory Auditor of the Company to audit the books ofaccounts of the Company for the Financial Year ending March 31 2019 and accordingly LOONIA& ASSOCIATES Chartered Accountant will continue to be the Statutory Auditor ofthe Company for Financial Year ending March 31 2019.

The Auditors Report does not contain any qualification reservation or adverse remarkon the financial statements for the year ended March 31 2018.

26. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethere under the Company has appointed Ms. Pooja Gwalani Practising Company Secretary toundertake the secretarial audit of the Company. Secretarial Audit Report for the year2017-18 in the prescribed form MR-3 is annexed to this Report as Annexure- IV.

The comments and explanation are as under:

• Company has not appointed internal auditor during the year under review.

Explanation: Company is in process of appointment of internal auditor.

• Company has not appointed CFO during the year under review Explanation: Companyhas appointed CFO w.e.f 31st July 2018.

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION &REDRESSAL) ACT 2013:

Your Company is committed to provide a work environment which ensures that every womanemployee is treated with dignity respect and equality. There is zero- tolerance towardssexual harassment and any act of sexual harassment invites serious disciplinary action.The Company has established a policy as per under Section 22 of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 against Sexual Harassmentfor its employees.

The policy allows any employee to freely report any such act and prompt action will betaken thereon.

The Policy lays down severe punishment for any such act. Further your Directors statethat during the year under review there were no cases of sexual harassment reported tothe Company.

28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYFROM END OF FINANCIAL YEAR TILL DATE OF REPORT:

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the Financial Statements relate and the date of this Report.

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO: A. Conservation of Energy:

The Company consumes minor power and hence no details are required to be disclosed.

B. Technology Absorption

NIL

C. Foreign Exchange Earning & Out Go:

Total Foreign Exchange Used : NIL
Total Foreign Exchange Earned : NIL

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not covered under the criteria of the provision of Section 135 of theCompanies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 and therefore it is not mandatory for the Company to have the CorporateSocial Responsibility.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188:

During the year there is no contracts or arrangements with related parties referred toin Section 188(1) of the Companies Act 2013.

32. POLICIES OF THE COMPANY:

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:

Your Company has framed a Policy of Sexual Harassment of women at workplace to followgender neutral approach in handling complaints of sexual harassment. The Sexual Harassmentpolicy has been available on the website of the Company www.gujaratbitumen.com

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:

Your Company has adopted the policy on Materiality of Related Party Transaction to setout the dealing with the transaction between the Company and its related parties. ThePolicy on Materiality of Related Party Transaction has been available on the website ofthe Company www.gujaratbitumen.com.

POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of businessconduct and ensure compliance with legal requirements. The Policy on Code of Conduct forDirector and Senior Management has been available on the website of the Companywww.gujaratbitumen.com

PREVENTION OF INSIDER TRADING

Pursuant to provisions of the regulations the Board has formulated and implemented aCode of Conduct to regulate monitor and report trading by employees and other connectedpersons and code of practices and procedure for fair disclosure of unpublished priceSensitive Information. The same has been available on the website of the Companywww.gujaratbitumen.com.

33. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

(A) ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS:

The Company has not issued any shares with differential rights and hence no disclosureis required as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014.

(B) ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during the year under review andhence no disclosure is required as per provisions of Section 54(1)(d) of the Act read withRule 8(13) of the Companies (Share Capital and Debenture) Rules 2014.

(C) ISSUE OF EQUITY SHARES UNDER EMPLOYEE STOCK OPTION SCHEME:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no disclosure is required as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014.

34. DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI (LODR) REGULATIONS 2015:

Your Company does not have any Unclaimed Shares issued in physical form pursuant toPublic Issue / Rights Issue.

35. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

36. PUBLIC DEPOSITS:

During the year under review the Company has neither accepted nor renewed any depositsfrom public within the meaning of Section 73 and 74 of the Companies Act 2013 read withCompanies (Acceptance of Deposits) Rules 2014 [including any statutory modification(s) orre-enactment(s) for the time being in force].

37. VIGIL MECHANISM /WHISTLE-BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behaviour actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company atwww.gujaratbitumen.com.

38. APPRECIATION:

Your Directors thank the viewers suppliers bankers Financial Institutions Centraland State Governments and Shareholders for their consistent support to the Company. TheDirectors also sincerely acknowledge the significant contributions made by all theemployees for their dedicated services to the company.

Place: Ahmedabad For and On Behalf of Board of Directors of
Date: 01.09.2018 GBL INDUSTRIES LIMITED
SD/-
SHAILESH HARIVADAN PRAJAPATI
CHAIRMAN/MANAGING DIRECTOR
(DIN: 07196792)