The Members Gyscoal Alloys Limited
Your Directors are pleased to present the 22nd AnnualReport on business and operations of the company together with the Audited FinancialStatements for the financial year ended March 31 2021.
The Company's financial performances for the year under reviewalong with previous year's figures are given hereunder:
(Rs. In Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Total Revenue ||1281.52 ||7347.75 ||1281.52 ||7347.75 |
|Operational Expenses ||9445.61 ||7763.36 ||9445.61 ||7763.36 |
|Earning/ Loss Before Finance Cost Depreciation and Tax (EBIDTA) ||(8164.09) ||(415.61) ||(8164.09) ||(415.61) |
|Less: Finance Cost ||617.33 ||596.33 ||617.33 ||596.33 |
|Less: Depreciation & Amortization Cost ||454.46 ||553.95 ||454.46 ||553.95 |
|Earning/Loss Before Taxation ||(9235.88) ||(1565.89) ||(9235.88) ||(1565.89) |
|Less: Tax Expenses ||(1786.46) ||(197.03) ||(1786.46) ||(197.03) |
|Other Comprehensive Income ||47.24 ||7.00 ||47.24 ||7.00 |
|Earnings/Loss After Tax (EAT) ||(7402.18) ||(1361.86) ||(7402.18) ||(1361.86) |
Review of Business Operations
Your Company has posted Revenue from operations (Net) for the currentyear standalone and Consolidated at Rs. 1281.52 Lakhs which was at Rs. 7347.75 Lakhsduring the previous year. The loss before interest depreciation tax and exceptionalitems for the current year standalone and Consolidated stands at Rs. 8164.09 Lakhs whichwere at Rs. 415.61 Lakhs during the previous year. Standalone and Consolidated Net Lossafter tax of Rs. 7402.18 Lakhs as compared to previous year Net Loss after Tax of Rs.1361.86 Lakhs. The Consolidated Financial Statements for the financial year 2020-21 ofthe Company are prepared in accordance with relevant Indian Accounting Standards issued bythe Institute of Chartered Accountants of India and form part of this Annual Report.
Impact of COVID19
The outbreak of corona virus (Covid-19) pandemic globally and in Indiais causing significant disturbance and slowdown of economic activity. The company hasevaluated impact of this pandemic on its business operations. Based on the review andcurrent Indicators of future economic conditions as on current date the Company hasconcluded that the impact of Covid-19 is not material based on these estimates. Due to thenature of pandemic the Company will continue to monitor developments to identifysignificant uncertainties in future periods if any.
On account of losses incurred for the year under review and keeping inmind the need to conserve resources your Directors did not recommend any dividend onEquity Shares for the year ended March 31 2021.
Transfer to Reserves
Your company does not propose to transfer any amount to theReserves' for the year ended March 31 2021.
The Company's authorized share capital during the financial yearended March 31 2021 remained at Rs. 270000000 (Rupees Twenty Seven Crores only)consisting of 270000000 (Twenty Seven Crores) equity shares of Rs. 1/- (Rupee One) each.
The paid up Equity Share Capital of the Company as on March 31 2021remained at Rs. 158275560 (Rupees Fifteen Crores Eighty Two Lakhs Seventy Five ThousandFive Hundred Sixty only) consisting 158275560 (Fifteen Crores Eighty Two Lakhs SeventyFive Thousand Five Hundred Sixty) Equity Shares of Rs. 1/-(Rupee One) each.
During the year there is no change in shares capital of the Company.
Subsidiary Joint Venture & Associate Companies & ConsolidatedFinancial Statement
The Company has prepared Consolidated Financial Statements inaccordance with the Indian Accounting Standards (Ind AS) and as per Schedule III to theCompanies Act 2013. Except where otherwise stated the accounting policies areconsistently applied.
The Board has reviewed the affairs of the Company's associatesduring the year at regular intervals. In accordance with section 129(3) of the CompaniesAct 2013 the Company has prepared Consolidated Financial Statements of the Company andits Associates forms part of this Annual Report. In accordance with Section 129(3) of theCompanies Act 2013 a statement containing salient features of the financial statementsof the Associates companies in Form AOC-1 is provided as "Annexure A" tothis report.
During the year under review there were no Companies which have becomeor ceased to become subsidiary associate or joint venture of your Company.
In accordance with third proviso to Section 136 of the Act the AnnualReport of your Company contains inter alia the audited Standalone and ConsolidatedFinancial Statements.
Deposits from Public
During the year under review the Company has not accepted any depositswithin the meaning of Section 73 to 76 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 or any other applicable provision(s) if any.
Particulars of Loans Advances Guarantees and Investments
Pursuant to Section 186 of the Companies Act 2013 and Schedule V ofthe Listing Regulations disclosure on particulars relating to Loans Advances Guaranteesand Investments are provided as part of the financial statements.
Listing on stock exchanges
The Company's shares are listed on BSE Limited and the NationalStock Exchange of India Limited. The Company had paid Annual Listing fees to both thestock exchanges for the Financial Year 2021-22 within the stipulated time.
Conservation of energy research and development technologyabsorptions and foreign exchange earnings and outgo
The relevant information on conservation of energy technologyabsorption foreign exchange earnings & outgo as required to be disclosed in term ofSection 134(3)(m) of the Companies Act 2013 together with the Companies (Accounts ofCompanies) Rules 2014 is annexed to this report as "Annexure B".
Directors and Key Managerial Personnel
During the year under review based on recommendation of Nomination andRemuneration Committee the Board of directors have appointed Mr. Sunit Shah (DIN:08074335) Ms. Yashree Dixit (DIN: 07775794) in its Board Meeting held on June 30 2020 asan Additional Non-Executive Independent Director on board for a term of 5 (Five)consecutive years w.e.f. June 30 2020. Appointment of Mr. Sunit Shah and Ms. YashreeDixit regularized by the Shareholders as a Non-Executive Independent Director at their 21stAnnual General Meeting (AGM) held on September 29 2020. In the opinion of the Board allour Independent Directors possess requisite qualifications experience expertise and holdhigh standards of integrity and being eligible offered himself to be appointed as anIndependent Director of the Company for a term of 5 (Five) consecutive years. Ms. SarojbenShah (DIN: 08777385) appointed by Board of Directors based on recommendation of Nominationand Remuneration Committee at their meeting held on June 30 2020 as an AdditionalNon-Executive - Non Independent Director and she resigned on August 24 2020 due topre-occupancy. Ms. Dipali Shah (DIN:08845576) appointed by Board of Directors based onrecommendation of Nomination and Remuneration Committee at their meeting held on August24 2020 as an Additional Non-Executive - Non Independent Director and regularized by theShareholders at their 21st AGM held on September 29 2020. Ms. Nilam Relwanistepped down as an Independent Director from the Board with effect from June 25 2020. Mr.Zankarsinh Solanki resigned as a Chief Executive Officer (CFO) of the Company with effectfrom the end of the day on June 30 2020 due to Pre-occupancy and personal reasons.Further Board based on recommendation of Nomination and Remuneration Committee appointedMr. Vishal Parikh as a CFO of the Company w.e.f. June 30 2020. Ms. Yashaswini PandeyaCompany Secretary and Compliance Officer resigned with effect from October 01 2020. Boardbased on recommendation of Nomination and Remuneration Committee at their meeting held onNovember 12 2020 appointed Ms. Hiral Patel as a Company Secretary and Compliance Officerof the Company w.e.f. November 12 2020. As per provision of the Section 152(6) of theAct Mr. Zankarsinh Solanki (DIN 00014226) Whole-Time Director retires by rotation atthe ensuing AGM and being eligible offers himself for re-appointment.
Meetings of the Board Committees & Compliance to SecretarialStandards
Meeting of the Board and Committees
The Board met 6 (Six) time during the year on June 30 2020 July 312020 August 24 2020 September 15 2020 November 12 2020 and February 13 2021. Thenecessary quorum was present for all the meetings. The maximum interval between any twomeetings did not exceed 120 days.
Pursuant to the requirements of Schedule IV to the Companies Act 2013and Listing Regulations a separate Meeting of the Independent Directors of the Companywas held on February 13 2021.
Details of the meeting of the Committees are provided in the CorporateGovernance Report.
During the year under the review the Company has complied with theprovisions of Secretarial Standard 1 (relating to meeting of the Board of Directors) andSecretarial Standard 2 (relating to General Meetings).
Composition of Committees
The Company have 3 (Three) Committees namely Audit CommitteeNomination and Remuneration Committee Stakeholders Relationship Committee. A detailednote on the composition of the board and other committees are provided in the CorporateGovernance Report.
As required under section 177 (8) of the Companies Act 2013 andListing Regulations the composition of the Audit Committee is mentioned herein below:
|Name of Member ||Designation |
|Mr. Samirbhai Jani ||Chairman to the Committee |
|Mr. Viral Shah ||Member |
|Ms. Yashree Dixit* ||Member |
*During the year Ms. Yashree Dixit become member of Audit Committee onJune 30 2020.
Pursuant to the provisions of the Companies Act 2013 and Regulation17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board and Nomination and Remuneration Committee had laid down the process and criteriafor annual performance evaluation of the Board its Committees and Individual DirectorsThe evaluation criteria inter-alia covered various aspects of the Board functioningincluding its composition attendance of Directors participation levels bringingspecialized knowledge for decision making smooth functioning of the Board and effectivedecision making. The performance of individual Directors was evaluated on parameters suchas level of engagement and contribution independence of judgment and safeguarding theinterest of the Company etc. The Directors expressed their satisfaction with theevaluation process.
Remuneration of Directors and Employees
A Statement pursuant to section 197 of the Companies Act 2013 readwith Rule 5 of Companies (Appointment & remuneration of Managerial Personnel) Rules2014 is attached as "Annexure C".
Policy on Directors' Appointment Payment of Remuneration anddischarge of their duties
The Company has adopted a Remuneration Policy for the Directors KeyManagerial Personnel and other employees pursuant to Section 178(3) of the Companies Act2013.
The philosophy for remuneration of Directors Key Managerial Personneland all other employees of the Company is based on the commitment of fostering a cultureof leadership with trust. The Remuneration Policy of the Company is aligned to thisphilosophy.
It is affirmed that the remuneration paid to Directors Key ManagerialPersonnel and all other employees is as per the Remuneration Policy of the Company.Details of the Remuneration Policy are given in the Corporate Governance Report which isa part of this report and is also available on website of the Company www.gyscoal.com.
M/s. Saurabh R Shah & Co. Chartered Accountants (FRN. 127176W)were appointed as The Statutory Auditors of the company at the 17th AGM held on September29 2016 for a term of 5 (Five) consecutive years to hold the office till the conclusionof the 22nd AGM to conduct statutory audit of F.Y. 2016-2021. However on thecompletion of one term M/s. Saurabh R Shah & Co. Chartered Accountants not intendedto get re-appoint for second term due to dissolution of firm in near future. Hence theyintimated to the company their retirement from the office of statutory auditor and notoffered themselves for re-appointment and requested the company to relieve them from theduties of statutory auditor w.e.f. June 17 2021. Based on the experience and competencyof the Auditors requirement of the Company and other relevant aspects and on therecommendation of Audit Committee Board of Directors (the Board') at theirmeeting held on June 17 2021 appointed M/s. Ashok Dhariwal & Co.(FRN.: 100648W)Chartered Accountant as a Statutory Auditor of the Company for a term of 5 (Five)consecutive years commencing from F.Y. 2021-22 to 2025-26 subject to approval ofshareholders at 22nd Annual General Meeting in place of retiring auditors M/s.Saurabh R Shah & Co. Chartered Accountants .
The Auditor's Report for the financial year ended March 31 2021does not contain any qualification reservation or adverse remark. The Notes on financialstatements referred to in the Auditors' Report are self-explanatory and do not callfor any further comments. The report is enclosed with the financial statements in thisannual report.
The Company has re-appointed M/s Fenil P Shah Ahmedabad as InternalAuditors in board meeting dated 17th June 2021 as Internal Auditors to carry out theinternal audit of the Company for the financial year 2021-22. The Internal Auditors'Reports are regularly reviewed by the Senior Management and the Audit Committee of theBoard for its implementation and effectiveness.
Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies appointment and Remuneration of Managerial Personnel) Rules 2014M/s. Chirag Shah & Associates Practicing Company Secretaries Ahmedabad wereappointed as a Secretarial Auditors of the Company by the Board at their meeting held onJuly 31 2020 to conduct the Secretarial Audit of the Company for the Financial year2020-21. The secretarial audit report in the prescribed form MR-3 is attached herewith as "AnnexureD".
Certain remarks in the Secretarial Audit Report do not have materialimpact on financial performance of the Company. The views of the Management on each suchremark are given hereunder:
1. As per Regulation 17 (1) (c) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations') The Companywas not having six directors on the Board of the Company from April 01 2020 to June 292020. NSE has imposed fine of Rs. 450000 to the company.
The said non-compliance was cured by appointing Mr. Sunit Shah and Ms.Yashree Dixit as an Independent Director and Ms. Saroj Shah as a Non-ExecutiveNon-Independent Director w.e.f. June 30 2020. The fine of Rs. 200000 was paid by theCompany. However Company has applied for waiver of fine and matter is pending before NSE.The delay in compliance was occurred due to COVID-19 crisis and lockdown the process ofselecting capable expertise and experience got delayed.
2. As per Regulation 17 (1A) of Listing Regulations Company hasappointed on Director who has attained the age of seventy-five years is continuing to beon the Board without a Special Resolution passed. During the period from June 30 2020 toAugust 24 2020. NSE has imposed fine of Rs. 112000 to the company.
Ms. Sarojben Shah was appointed as an Additional Non-Executive Directorw.e.f. June 30 2020 and will hold the office till the conclusion of ensuing AnnualGeneral Meeting ("AGM") to be held on September 29 2020 i.e. the Board hadapproved her appointment as per section 161 of the Act subject to approval of the membersat ensuing AGM through passing Special Resolution but before the conduct of AGM shetendered her resignation on August 24 2020. The fine of Rs. 112000 has been paid intotal payment of penalty of Rs. 200000 and also applied for waiver of fine and matter ispending before NSE.
3. As per Regulation 18 (1) (a) & 18 (1)(b) of ListingRegulations the audit committee was not having minimum three directors as members and wasnot having two-thirds of the members of audit committee as an independent director. Duringthe Period from February 08 2020 to June 30 2020 the Audit Committee was comprised of 2directors.
The said non-compliance was cured by appointing Ms. Yashree Dixit as anIndependent Director w.e.f. June 30 2020. Before end of quarter company has duly compliedwith the provision of Regulation 18 (1) (a) & 18 (1)(b) of Listing Regulations.
4. As per Regulation 19 (1) (a) of Listing Regulations Nominationand remuneration Committee was not having minimum three directors as members. During thePeriod from February 08 2020 to June 30 2020 the Nomination and remuneration Committeewas comprised of 2 directors.
The said non-compliance was cured by appointing Ms. Yashree Dixit andMr. Sunit Shah as an Independent Director w.e.f. June 30 2020. Before end of quartercompany has duly complied with the provision of Regulation 19 (1) (a) of ListingRegulations.
Pursuant to Section 148 of the Companies Act 2013 read with TheCompanies (Cost Records and Audit) Amendment Rules 2014 the Company does not require toappoint Cost auditor and conduct audit for the financial year 2020-21.
Employees Stock Option Schemes
During the year under review your company has not declared or grantedany Employee Stock Options to the Directors or Employees of the Company.
Declaration by Independent Directors and statement on compliance ofCode of Conduct
During the year under review all Independent Directors have giventheir declarations stating that they meet the criteria of independence as prescribed underSection 149(6) of the Companies Act 2013 and Regulation 16(1) (b) Listing Regulations andhave also complied the Code for Independent Directors as prescribed in Schedule IV to theCompanies Act 2013. In opinion of the Board they fulfill the conditions of independenceas specified in the Companies Act 2013 and Rules made thereunder and Listing Regulations.In terms of provisions of Listing Regulations the Board of Directors of the Company havelaid down a
Code of Conduct ("Code") for all Board Members and SeniorManagement Personnel of the Company. The Board Members and senior management personnel ofthe Company have affirmed compliance with the Code. The Managing Director of the Companyhas given a declaration to the Company that all Board Members and senior managementpersonnel of the Company have affirmed compliance with the Code.
Familiarization Programme for Directors
The Company believes that a Board which is adequatelyinformed/familiarized with the Company and its affairs can contribute significantly toeffectively discharge its fiduciary duty as director of the company and that fulfilsstakeholders' aspirations and societal expectations. In this regard the Directors ofthe Company are updated on changes/developments in the domestic/global industry scenarioin the sector which affect the business of the Company to enable them to take wellinformed and timely decisions. The Company believes that the Board be continuouslyempowered with the knowledge of the latest developments in the Company's business andthe external environment affecting the industry as a whole. The details of familiarizationprograms have been disclosed on the website of the Company www.gyscoal.com.
Human Resource Development
Your Company believes that Human Resources play a vital role inachieving its corporate goal. Hence the Company continues to invest on hiring the besttalent from other industries developing and retaining the available talent to ensure asustainable talent supply within the organization. The Company provides variousopportunities to the employees to develop their skills to take up higher responsibilitiesin the organization.
Vigil Mechanism process (Whistle Blower Policy)
As per the provisions of Section 177 of the Companies Act 2013 andRegulation 22 of the Listing Regulations the Company has devised a vigil mechanism namedWhistle Blower Policy for escalating system of ethical concerns etc. and to deal withinstances of fraud and mismanagement if any. The details of the Whistle Blower Policy areavailable on the website of the Company at www.gyscoal.com and also given in the CorporateGovernance Report.
Directors Responsibility Statement
Pursuant to the provisions of Section 134 (5) of the Companies Act2013 with respect to Directors'
Responsibility Statement it is hereby confirmed that:
a) in the preparation of the annual accounts for the year ended March31 2021 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;
b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that period;
c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) the Directors had prepared the annual accounts for the year endedMarch 31 2021 on a going concern' basis;
e) they have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory and secretarial auditors and external consultants including the audit ofinternal financial controls over financial reporting by the statutory auditors and thereviews performed by management and the relevant board committees including the auditcommittee the Board is of the opinion that the Company's internal financial controlswere adequate and effective during FY 2020-21.
Internal Control Systems and their Adequacy
The Company has an Internal Control System commensurate with the sizeand nature of its business operations. The Company has appointed an external audit firmfor internal audit of the Company. The Company has appointed M/s. Fenil P Shah as InternalAuditors to carry out the internal audit. The Internal Auditor reviews the adequacy ofinternal control system in the Company and its compliance with operating systems andpolicies & procedures. Based on the report of internal auditor the account departmentundertakes corrective actions in their respective areas and thereby strengthen thecontrols. Significant audit observations and corrective actions thereon are presented tothe Audit Committee on quarterly basis. The Internal Auditors' Reports are regularlyreviewed by the Senior Management and the Audit Committee for its implementation andeffectiveness. The details in respect of internal financial control and their adequacy arealso included in the Management Discussion and Analysis Report which is a part of thisreport.
Risk is an integral part of any business and therefore Risk Managementis an important function that the business management has to perform to ensure sustainablebusiness growth. The Company has a Risk Management framework in place to identify assessmonitor and mitigate various risks to the business. This framework seeks to minimizeadverse impact on the business objectives and enhance the Company's competitiveadvantage. The framework also defines the risk management approach across the company atvarious levels. The Company does not fall under the ambit of top 100 listed entitiesdetermined on the basis of market capitalization as at the end of the immediatelypreceding financial year. Hence compliance under Regulation 21 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable.
Management Discussion and Analysis Report & Corporate Governance
The Management Discussion and Analysis Report on the Industry andbusiness operations of the Company as required under Listing Regulations are set out in "Annexure-E"forming part to this Report.
As prescribed under Regulation 34 (3) read with Schedule V of theListing Regulations a separate section on corporate governance practices implemented bythe Company along with the Compliance Certificate from the Secretarial Auditors regardingcompliance of conditions of corporate governance as stipulated in Listing Regulations areset out in "Annexure F" forming part to this Annual report.
Corporate Social Responsibility
The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the provisions of Section 135 of Companies Act 2013 and theCompanies (Corporate Social Responsibility Policy) Rules 2014 does not applicable to theCompany.
Related Party Transactions
During the year under review all related party transactions areentered on arm's length basis in the ordinary course of business and are incompliance with the applicable provisions of the Companies Act 2013 and the ListingRegulations. There are no materially significant related party transactions made by theCompany with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company or which requires the approval of theshareholders. Since all related party transactions entered into by the Company were inordinary course of business and were on arms' length basis Form AOC-2 is notapplicable to the Company. The details of the transactions with Related Party are providedin the note of the standalone audited financial statements in accordance with theAccounting Standards.
All Related Party Transactions are placed before the Audit Committeeand the Board on quarterly basis. Omnibus approval of audit committee and board areobtained for the transactions which are forecasted and are repetitive in nature. ThePolicy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website atwww.gyscoal.com.
There have been no material changes and commitments affecting thefinancial position of the Company between the end of financial year of the Company towhich the financial statements relate and date of this report.
Significant and Material orders passed by the Regulators or Courts
During the financial year under review no significant or materialorders were passed by any Regulatory/ Statutory Authorities or the Courts or tribunalswhich would impact the going concern status of the Company and its future operations.
Details in respect of frauds reported by Auditors other than thosewhich are reportable to the Central Government
During the year under review the Statutory Auditors and SecretarialAuditors of the Company have not reported any frauds to the Audit Committee or to theBoard of Directors as prescribed under Section 143(12) of the Companies Act 2013 andrules made thereunder.
Your Company strongly believes in providing a safe andharassment free workplace to all its employees. The Company continuously endeavors tocreate and provide an environment that enables women employees to work without fear ofprejudice gender bias and sexual harassment and/or any such orientation in implicit orexplicit form. For this purpose the Company has in place Policy of Protection ofWomen against Sexual Harassment at Work Place' and also formed Complaint RedressalCommittees at various administrative units/ Offices. During the year under review nocases of sexual harassment against women employees at any of its work place were filedunder Section 22 of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
The Company has adopted a Code of Conduct to regulate monitorand report trading by insiders which prohibits trading in securities of the company bydirectors and employees while in possession of Unpublished Price Sensitive Information inrelation to the Company. The said code is available on the website of the Company atwww.gyscoal.com.
During the Year under review company has complied withSecretarial Standards as applicable to the company.
The Company has maintained cost records as specified by theCentral Government under subsection (1) of Section 148 of the Companies Act 2013.
Pursuant to Section 92(3) and Section 134(3)(a) of the CompaniesAct 2013 a copy of the Annual Return is available on the Company's website atwww.gyscoal.com. By virtue of amendment to Section 92(3) of the Companies Act 2013 theCompany is not required to provide extract of Annual Return (Form MGT-9) as part of theBoard's report.
Your Directors place on record their sincere thanks to bankersbusiness associates consultants and various Government Authorities for their continuedsupport extended to your Companies activities during the year under review. Your Directorsalso acknowledges gratefully the shareholders for their support and confidence reposed onyour Company.
| ||For and on behalf of Board of Directors |
| ||Gyscoal Alloys Limited |
| ||Sd/- |
|Date: August 12 2021 ||Viral Shah |
|Place: Ahmedabad ||Chairman and Managing Director |