Gujarat Ambuja Exports

We have pleasure in presenting our 17th Annual Report together with the
 Audited Statements of Accounts for the year ended 31st March, 2008.
 
 FINANCIAL HIGHLIGHTS
 
 The summary of the financial results is given below:
                                                         (Rs. in Crores)
 
 PARTICULARS                                      2007-08     2006-2007
 
 NET TOTAL TURNOVER                               1829.09      1400.24
 (INCLUDING EXPORTS-FOB VALUE)                     892.19       510.97
 PROFIT BEFORE INTEREST, DEPRECIATION              156.19       103.03
 AND TAXES
 LESS :
 INTEREST & FINANCE CHARGES                         15.22         8.11
 DEPRECIATION                                       31.46        25.10
 PRO. FOR TAXATION (INCL.DEFERED TAX)               38.26        23.07
 NET PROFIT FOR THE YEAR                            71.25        46.75
 ADD: BAL. OF PROFIT CARRIED FORWARD               124.78        89.89
 PROFIT AVAILABLE FOR APPROPRIATION                196.03       136.64 
 APPROPRIATED AS UNDER
 INTERIM DIVIDEND 20% P.A.(PAID)(P.Y. NIL)           5.53          Nil
 DIVIDEND DISTRIBUTION TAX ON INTERIM DIV.           0.94          Nil
 FINAL PROPOSED DIVIDEND 20% P.A.(P.Y.18%P.A)        5.53         5.01
 PROVISION FOR DIVIDEND DISTRIBUTION TAX             0.94         0.85
 TRANSFER TO CAPITAL REDEMPTION RESERVE              0.19          Nil
 TRANSFER TO GENERAL RESERVE                         7.50         6.00
 TOTAL APPROPRIATION                                20.63        11.87
 BALANCE CARRIED TO BALANCE SHEET                  175.40       124.78
 
 DIVIDEND
 
 Considering improved performance and profits, the Board of Directors
 had declared interim dividend @20% p.a. for F.Y. 2007-08 at its meeting
 held on 22nd January, 2008 and the same had been paid to eligible
 members and/ or beneficial owners. The Board of Directors has also
 recommended final dividend of 20% p.a. for F.Y. 2007-08, subject to
 approval of members at this Annual General Meeting. Thus, during the
 F.Y. 2007-08 total dividend payout will be 40% p.a., including interim
 dividend paid, against 18% p.a.  paid for previous financial year.
 
 The total cash outflow for interim dividend was Rs. 647.46 lacs
 (including dividend distribution tax of Rs. 94.05 lacs) and for final
 dividend it would be Rs. 647.46 lacs (including Rs.94.05 lacs of
 dividend distribution tax) as against cash outflow of Rs. 586.78 lacs
 (including Rs. 85.24 lacs of dividend distribution tax) paid last year.
 
 The final dividend will be paid to the members whose names appear on
 the register of members on 29th September, 2008 and for those members
 holding shares in the dematerialized form, as per data of beneficiary
 shareholders for the said purpose provided by depositories, subject to
 the approval at the ensuing Annual General meeting.
 
 BUY-BACK OF EQUITY SHARES FROM OPEN MARKET
 
 The Board of Directors at its meeting held on 16* January,2007,
 approved the buy back of equity shares of the Company from Open Market
 through Stock Exchange Method for an amount not exceeding Rs.26.25
 Crores (Offer size) i.e. 10% of Issued, Subscribed and Paid up equity
 share capital of Rs. 27.86 Crores and Free Reserves of Rs.234.69 Crores
 which aggregates to Rs.262.55 Crores based on the audited accounts as
 on March 31, 2006 at the maximum price not exceeding Rs.38/- (Maximum
 Buy-Back Price) per Equity Share of Rs.2/- each from existing
 shareholders and Beneficial owners of the shares of the Company from
 the Open Market through stock exchanges pursuant to Article 4 of the
 Articles of Association of the Company and in accordance with the
 provisions of Sections 77A, 77AA, 77B and other applicable provisions
 of the Companies Act,1956 (the Act) and Securities and Exchange Board
 of India (Buy back of Securities) Regulations, 1998 (the
 Regulations). The Buy-back was with a view to reduce outstanding
 Equity Shares, to optimize the return on Equity, to optimize the EPS
 and to enhance overall shareholders value.
 
 The Buy-back of Equity Shares from Open Market through Stock Exchange
 route through Bombay Stock Exchange Limited (BSE) and the National
 
 Stock Exchange of India Limited (NSE) (together the Stock
 Exchanges) using their nationwide electronic trading facilities, after
 undergoing required formalities for sanctions/approvals/exemptions and
 after giving required Public Notice and Public Announcement, commenced
 from 16th April, 2007 and closed on January 15, 2008.
 
 Under the said buy-back scheme, the Company bought back and
 extinguished 9,66,615 Equity Shares of Rs.2/- each which were bought
 back at an average price of Rs. 34.26 per equity share aggregating to
 Rs. 3,31,17,043/- and thereby reducing the Paid up capital of the
 Company from 13,93,18,490 Equity Shares of Rs.2/- each aggregating to
 Rs. 27,86,36,980/- to 13,83,51,875 Equity Shares of Rs.2/- each
 aggregating to Rs.27,67,03,750/-.
 
 PERFORMANCE REVIEW FOR THE YEAR 2007-08
 
 In the Financial Year 2007-08, the company has achieved better results.
 The earning before interest, depreciation, and tax (EBIDTA) jumped from
 Rs.103.03 crores in F.Y. 2006-07 to Rs.156.19 crores in F. Y. 2007-08.
 The EBIDTA has registered growth of about 52%.
 
 The top line of the company has improved considerably from a level of
 Rs.1400.24 crores to Rs.1829.09 crores. Revenue growth is about 30% in
 F.Y. 2007-08. The export sales of the company have registered growth of
 about 75% in F. Y. 2007-08. The company has achieved the export sales
 of Rs. 892.19 crores in F. Y. 2007-08, which is higher by Rs.381.22
 crores than the export sales for previous year.
 
 The profit after tax and corresponding EPS has also improved
 significantly and registered growth of 52% during the last financial
 year.
 
 All the segments of the company have performed well. The operations in
 Agro Processing segment has improved substantially while the maize
 processing and cotton yarn segment maintained their operational level.
 The returns from windmill segment is dependent on carbon credit
 approval.
 
 A.  Capital Projects for the year 2007-08
 
 The Board of Directors is glad to inform that Maize Processing plant at
 Uttarakhand has begun its commercial production from 27.03.2008. In the
 first quarter of the current financial year, the unit has achieved more
 than 50% of capacity utilization and expects to contribute to the
 growth of the company in the current financial year. The unit has
 benefit of various incentives of Central Government in the form of
 Excise & Income-tax exemptions. Ministry of Food Processing Industry
 has also approved the project for capital subsidy of Rs.75 lacs in
 March, 2008. The unit has also set up Biogas based captive power
 generation plant from liquid industrial waste.
 
 The company has also upgraded its machinery in other segments.
 
 B.  OPERATIONAL PERFORMANCE
 
 Agro Processing Division
 
 The Companys Agro-processing Division comprises of Solvent Extraction
 of Edible Oil Seeds, Edible Oil Refining, Wheat Processing and Cattle
 Feed manufacturing. All segments of this Division performed
 substantially well in the F. Y. 2007-08 and achieved better capacity
 utilization. The Company has registered highest crushing of edible
 oilseed, which helped to achieve the growth in export performance. This
 division has significantly contributed to the revenue growth of the
 company. The margin in this segment also improved due to improvement in
 the realisation of various finished goods.
 
 Cotton Yarn Division
 
 Soaring domestic cotton prices have hit the textile his year with mills
 struggling to achieve a breakeven. High cotton high fuel prices and
 sluggish garment demand in global market adversely affected textile
 industry during 2007-08. However, the cotton yarn division maintained
 its capacity utilization and operating efficiencies during the year.
 
 Maize processing division
 
 The Maize processing division witnessed unprecedented rise in raw
 material cost due to increased demand for use of starch in bio-fuel in
 European countries, increase of starch and its derivatives in various
 food applications and acceptance as health and wellness product.
 Increase in overall manufacturing capacity, considering the growth
 potential in the industry, has also made the margin to shrink.
 
 The maize-processing segment managed to maintain its performance during
 F.Y. 2007-08 on par with that of previous year. With the commissioning
 of Uttarakhand project this segment has increased its processing
 capacity.
 
 Windmills
 
 The company has 7 wind turbines with total installed capacity of 6.95
 MW.  The return from investment in wind energy is dependent on carbon
 credit approval. All the turbines have performed satisfactorily in the
 F. Y. 2007-08.
 
 Over ail Analysis
 
 The performance of the company for the year 2007-08 has improved
 significantly compared to that of last year. The company registered
 growth in the top line and other financial parameters. The company has
 developed different product mix in the year 2007-08 to improve its
 realization. The.  company has also put in efforts for quality
 consciousness and due to this, the company hopes to expand its market
 base in domestic as well as international market in coming years.
 
 OUTLOOK FOR THE YEAR 2008-09
 
 In the F. Y. 2007-08, the industry in general faced number of adverse
 factors.  These are in the form of higher input cost, rising fuel
 prices, appreciation in Indian rupee and other economic factors. Due to
 these factors, the cotton yarn and maize processing segments has not
 been able to maintain the pace with agro processing segment in
 F.Y.2007-08.
 
 The F. Y. 2008-09 has begun with positive changes in economic factors
 affecting the cotton yarn segment of the company. The rupee has
 depreciated by more than 7% in the first quarter of current financial
 year compared to average rate of realization in F. Y. 2007-08. The
 cotton yarn prices have improved by about 15% in the first quarter of
 current financial year, which would improve the performance of this
 segment. The maize products prices have also moved upward in line with
 the increase in maize seed price. Barring unforeseen economic
 development, the outlook for the F. Y. 2008-09 is bright for the
 different segments of the company.
 
 In the first quarter of the current financial year the top line of the
 company has risen from Rs.354 crores to Rs.438 crores with a growth of
 24%. The EBIDTA in the first quarter has also registered a growth of
 37% as compared to that of corresponding period of previous year.
 
 CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS (Including
 aspects of Performance, Opportunities, Threats & Industries Analysis)
 
 Corporate Governance
 
 The Company complied with the requirements of the Listing Agreement
 with the Stock Exchanges where the Companys shares are listed. A
 separate report on Corporate Governance, along with a certificate from
 the Auditors confirming the compliance is annexed and forms part of the
 Directors Report.
 
 Management Discussion and Analysis
 
 Overall Review of Economy
 
 Economic Outlook
 
 The economy of the country is passing through the difficult time at the
 moment. The growth in Indian economy has slowed down due to
 international recession, inflation and political uncertainties.
 
 In spite of various factors, the economic growth in India is projected
 at about 8% in 2008-09. The agricultural and manufacturing sectors are
 expected to steady the Indian economy in spite of various negative
 factors. The foreign investments are likely to slow down in current
 financial year mainly due to the problems faced by the investing
 country rather than any negative outlook for Indian economy. However,
 this would not effect the growth estimation of Indian economy and the
 India would be able to maintain its growth pace without any major
 negative impacts.
 
 Indias performance in Agriculture
 
 Indias potential in agriculture stands unrivalled mainly because of
 its large resource base and the existence of varied agro-climatic
 zones, which offers opportunities of producing a wide range of
 agriculture products all the year round.
 
 Indias position in global agriculture is strengthened by the
 significantly large contribution to the food grain output. The year
 2007-08 was promising bumper year for Indian agriculture, with a host
 of crops clocking record output level.
 
 However, rupee appreciation coupled with rising crude oil prices has
 affected viability of exports of textile products.
 
 Opportunities, Threats, risks and concerns
 
 Opportunities
 
 There are ample opportunities for business in agro processing sector.
 The agro products and food processing industry sector in India is one
 of the largest in terms of production, consumption, export and growth
 prospects.  GAEL is one of the leading diversified agro processing
 company with established markets in India and overseas.
 
 The Company has opportunities in the market mainly due to following:
 
 1.  Aptitude of the company to change product mix, constant endeavour
 to improve productivity, reduce cost, provide goods and services to the
 satisfaction of customers.
 
 2.  An established name and reputation, for quality.
 
 3.  Significant presence in global markets.
 
 4.  Sizeable banking facilities.
 
 Risks & Threats
 
 Risks are integral part of any business. The level and types of risks
 depends/ varies from company to company, based on its growth strategy,
 expansion plans, types of industry and host of various other facts.
 
 Some of the prominent risks faced by the company are ;
 
 1.  Government regulations and change in policies, regulations
 
 2.  Commodity specific risk
 
 3.  International trade agreements and alliances
 
 4.  Competition risk
 
 5.  International operations risk
 
 6.  Credit risk and foreign exchange exposure risk
 
 At GAEL, the Company has risk management policy in place and pro-active
 action is taken at all levels of management to identify the probable
 risk, to ascertain gravity of risk and actions are initiated to reduce
 and mitigate identifiable risks. The Audit Committee and executive
 management of the Company supervise, monitor and make changes in the
 risk management policy of the company.
 
 Internal Control System and their adequacy
 
 The Company believes in formulating adequate and effective internal
 control system. This provides utilizing resource to the optimum level,
 safeguarding of assets, transactions are authorised, recorded and
 reported correctly, protection against unauthorized use and disposition
 of assets. We believe that internal control systems provide, among
 other things, a reasonable assurance that the transactions are executed
 with management authorization and they are recorded in all material
 respect to permit preparation of financial statements in conformity
 with established accounting practices.
 
 At GAEL, an effective internal audit function, independent of the
 external auditors, to review the effectiveness of risk management
 system is also in place. The internal control systems are supplemented
 by an extensive programme of internal audits and review by the
 management. The top management, Audit Committee and statutory auditors
 of the company are periodically appraised of the activities and
 internal audit findings and action taken reports. The Company also has
 budgetary control system and the management periodically reviews actual
 performance. To strengthen the internal control system and to make
 optimum utilization of resources,in the F.Y. 2007-08 the Company has
 also implemented SAP for its accounting operations and all units,
 branches, depots are linked.  The project has already been implemented
 and has stabilized.
 
 The Company
 
 In the year 2007-08, the company has consolidated its financial
 position. The sales have registered growth of about 30%. The company
 has achieved the growth of 75% in export sales. The EBIDTA margin of
 the company improved from 7.36% of F.Y. 2006-07 to 8.54% in the F.Y.
 2007-08. Various profitability ratios have improved significantly in
 2007-08. The company has made new investments of about Rs. 58 crores in
 fixed assets funded entirely from internal accruals. The achievement in
 the year 2007-08 is considered significant inspite of some adverse
 factors faced by the industry.
 
 Segment wise Performance
 
 The companys presence is in Cotton Yarn, Maize processing, Other Agro
 processed products & Windmills.
 
 Agro Processing Segment
 
 The Agro processing segment is engaged in solvent extraction from
 oilseed and refining of edible oil. The oil seed meal products under
 solvent extraction have achieved excellent performance. The oil seed
 crushing have registered the new high of more than 6.16 lacs MT. The
 edible oil segment has also managed its growth in 2007-08. For the
 edible oil products, the company has also focused more on consumer
 marketing over bulk marketing. The surge in selling price of oil meal
 and edible oil has helped to improve EBIDTA margin from 4% in 2006-07
 to 8% in 2007-08.
 
 The future of this segment is bright. The Government has encouraged
 this sector by way of different incentive schemes from time to time.
 
 Cotton Yarn Segment
 
 Companys Cotton Yarn segment is an 100% EOU. The unit produces combed
 and carded cotton yarn as well as open-end yarn. The combed & carded
 ring spinning at the count range of 16 to 40 and the Open End yarn of 4
 to 6 counts.  The segment has been able to expand its market base to
 about 40 countries across the globe. Although the sales have come down
 by about 10%, the company has been able to maintain the production at
 the same level as in the previous year. Amongst the different segments
 of the company this segment has the maximum impact of adverse factors
 like Rupee appreciation, raising cotton & fuel prices, and
 international recession.
 
 These have resulted in negative top line. The EBIDTA margin of the
 segment has also come down from around 18% in FY 2006-07 to around 7%
 in F.Y.2007-08. However as compared to performance of the textile
 industry in general, the textile segment of our company has performed
 above par.  The situation in current year is improving steadily. The
 yarn price has now adjusted with the input prices. The yarn prices have
 surged by around 15% in the first quarter itself. The government has
 also noted the potential of the textile industry and various
 promotional measures announced last year, are continued in current year
 also.  Maize Processing Segment
 
 The company has 2 maize processing units, one at Village: Dalpur, Tal:
 Prantij, Gujarat and another one at Uttarkhand. The total maize
 crushing capacity is 800 MT per day. It has diversified products, which
 includes Maize Starch and other Maize by products. It also has value
 added derivatives like Dextrose Monohydrate, Malto Dextrin, Liquid
 Glucose and Sorbitol. The segment has good potential to be a major
 contributor in the future prospects of the company. Significantly, in
 the F. Y. 2007-08 this segment has also concentrated in export market.
 The jump in exports sales for this segment is more than 156% in F. Y.
 2007-08 compared to last year. The segment was able to acheive EBIDTA
 margin of more than 12% in last financial year.
 
 The future of this segment is very bright. The Uttarakhand plant would
 be serving the Northern India market of the segment. The plant is
 located in close proximity to large institutional buyers for the
 product of this segment. The segment is focusing on export market also.
 The Himatnagar plant being very close to major Ports in Gujarat would
 now be able to focus on international market.
 
 Windmill Division and contribution to environment friendly atmosphere
 
 To contribute to social cause of environment friendly company, the
 company has installed total 7 windmills with the total capacity of 6.95
 MW. All are set up in Gujarat and are operational. The performance of
 the windmills has been near to the projections. The carbon credit is
 vital part of the project and the company hopes to get recognition for
 the carbon credits at the earliest.
 
 Further to our efforts for environment friendly practices, we have
 taken up projects and are finding avenues to generate power through
 renewable resources. Along with windmills, the Company has taken up
 capital incentive projects to switch to modern environment friendly
 ways of running processes in all the units. This will be an on going
 effort in future across all units.
 
 SUBSIDIARY COMPANY AND CONSOLIDATED ACCOUNTS
 
 The statement under Section 212 of the Companies Act, 1956 in relation
 to the subsidiary Company M/s. Gujarat Ambuja International Pte. Ltd,
 Singapore is enclosed herewith. The accounts of the Subsidiary company
 as redrafted in accordance with the provisions of the Companies Act,
 1956 in Indian context are also enclosed. Further the Company has also
 prepared the consolidated statement of accounts as required by the
 Accounting Standard 21 and the said statements as audited are also
 being published for the benefit of the shareholders.
 
 CAUTIONARY STATEMENT
 
 Statements in the Management Discussion and Analysis and current years
 outlook are managements perception at the time of drawing this report.
 Actual tesults may be materially different from those expressed in the
 statement.  Important factors that could influence the Companys
 operations include demand and supply conditions, availability of
 inputs and their prices both domestic and global, changes in government
 regulations, tax laws, economic developments within the country and
 other factors such as litigation and industrial relations.
 
 FINANCE AND INSURANCE
 
 Working Capital
 
 The company has substantial working capital facilities from the
 consortium of banks. The company has been assigned the highest rating
 for safety by CRISIL as per Basel-It norms.
 
 Term Loans
 
 In the Financial year 2007-08, the company has availed fresh Term Loan
 of Rs. 10 Lacs only. The company is repaying the installments regularly
 for term loan availed under Technology Up gradation Fund Scheme availed
 from Bank of India. The company is regular in repayment of installment
 for term loan availed from IREDA for its windmill projects.  Insurance
 
 All the assets and insurable interests of the Company, including
 building, plant and machineries, stocks, stores and spares have been
 adequately insured against various risks and perils.
 
 PUBLIC DEPOSITS
 
 During the period under report, the Company has not accepted nor
 renewed any deposit by invitation to the public at large.
 
 OTHER DISCLOSURE OF INFORMATION AS PER LISTING AGREEMENT
 
 WITH STOCK EXCHANGES
 
 Listing
 
 At present, Equity Shares of the Company are listed on Ahmedabad Stock
 Exchange Limited, Bombay Stock Exchange Limited and National Stock
 Exchange of India Limited. The Company has paid annual Listing fees due
 for the year 2008-2009 to respective Stock Exchanges.
 
 Dematerialisation
 
 The Equity Shares of the Company are under compulsory demat from 24th
 July, 2000. The Company has already entered into agreement with Central
 Depository Services (India) Limited (CDSL) and National Securities
 Depository Limited (NSDL) and ISIN No. INE036B01022 has been
 allotted to the Company for sub-divided Equity Shares of Rs.2/- each.
 
 THE DIRECTORS AND OTHER EXECUTIVES
 
 The Company is well supported by the knowledge and experience of its
 Directors and Executives. Pursuant to the provisions of the Companies
 Act and Articles of Association of the Company, Mr. Jagdish Sharan
 Varshneya, Mr. Prakash G Ramrakhiani and Mr. Ashok C Gandhi, the
 Directors of the Company are liable to retire by rotation and being
 eligible, have offered themselves for re-appointment.
 
 The Remuneration Committee and the Board of Directors have recommended
 and approved, subject to approval of the members at the General
 Meeting, re- appointment of Mr. Manish V Gupta as Managing Director for
 further period from 28th December, 2008 to 27th December, 2013 and
 appointment of Mr. Mohit V Gupta as Joint Managing Director from 1st
 August,2008 to 31st July,2013.  The above businesses are recommended
 for approval of the members.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors Responsibility Statement, it is
 hereby confirmed:
 
 (1) that in respect of the accounts for the financial year ended 31st
 March, 2008 the applicable accounting standards have been followed;
 
 (2) that the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that were
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit and loss account of the Company for the year under review;
 
 (3) that the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 (4) that the Directors have prepared the annual accounts for the
 financial year ended 31st March, 2008 on a going concern basis.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The information regarding above particulars as required under the
 provisions of Section 217(1)(e) of the Companies Act, 1956 read with
 the Companies (Disclosure of Particulars in the Report of the Board of
 Directors) Rules, 1988 is attached as Annexure-A to this report and
 forms part of this report.
 
 PARTICULARS OF EMPLOYEES AND OTHER STATUTORY INFORMATION
 
 The details of employee drawing more than Rs. 24,00,000 per annum,
 where employed for full year or Rs. 2,00,000 per month, where employed
 for a part of the year pursuant to requirement of provisions of Section
 217 (2A) of the Companies Act, 1956 read with the Companies
 (Particulars of Employees) Rules, 1975 is attached as Annexure-B to
 this report and forms part of this report.
 
 The Cash flow and Business Profile apart from other statutory
 information as above is attached.
 
 AUDITORS AND AUDITORS REPORT
 
 You are requested to appoint M/s. Kantilal Patel & Company, Chartered
 Accountants and the present Auditors of the Company to hold the office
 from conclusion of this Annual General Meeting until the conclusion of
 the next Annual General Meeting. They being eligible for re-appointment
 have furnished Certificate U/s. 224(1 )(B) of the Companies Act, 1956
 that the appointment, if made at the ensuing Annual General Meeting,
 will be within the limits specified.
 
 The Auditors report is not qualified and is self-explanatory and does
 not require any further clarifications.
 
 HUMAN RESOURCES AND INDUSTRIAL RELATIONS
 
 The Industrial Relations of the Company with its personnel has
 continued to be cordial and amicable. Your Directors acknowledge and
 appreciate the efforts and dedication of employees to the Company. Your
 Directors wish to place on record the co-operation received from the
 staff and workers at all levels and at all units.
 
 ACKNOWLEDGEMENT
 
 Your Directors acknowledge the continuous support of the Banks, Central
 Government, State Government, Office of the Industries Commissioner,
 Office of the Development Commissioner, GEDA, Other Government
 Departments, Esteemed Customers and Suppliers and dedicated staff for
 their continuous co-operation and contribution to the growth of the
 Company.
 
                             For and on behalf of the Board of Directors
 Place : Ahmedabad                                     Vijay Kumar Gupta
 Date  : July 29, 2008                      Chairman & Managing Director