September 30, 2020
Transcript of 57th AGM
Our analyst
Read of this earnings call — headline is the investment verdict. Research synthesis, not investment advice.
No-conviction call:
FY2020 sales fell about 26% to ₹245 crore from roughly ₹330 crore, while management gave no quantified recovery or earnings guidance. A healthy order book and stronger plastic demand linked to hygiene and domestic manufacturing are positives, but supply-chain disruption, six months already lost in FY2021, and an explicitly uncertain recovery make this insufficient for a buy decision.
- Covid Impact
- Plastic Machinery
- Order Book
- Supply Chain
- Atma Nirbhar Bharat
- Domestic Manufacturing
Near term
- Execution of the reported healthy order book as manufacturing and supplier operations normalize.
- Whether demand recovery offsets the first six months of FY2021 disruption.
- Working-capital and cash-flow impact from maintaining the full workforce during depressed activity.
Longer term
- Conversion of government localization initiatives and AtmaNirbhar Bharat policies into sustained machine demand.
- Ability to remain competitive as older machine models phase out and customers migrate to newer technologies.
- Recovery toward pre-pandemic scale after FY2020 revenue declined to ₹245 crore.
Red flags
- Management acknowledged that the supply chain had not returned to normal and that the outlook was difficult to predict.
- No quantified order-book value, revenue outlook, margin guidance, or recovery timeline was provided.
- Management said the company may not recover all of the prior-year loss in the current year and has already lost the first six months.
- The call provided no discussion of balance-sheet resilience, cash generation, or profitability under continued disruption.
WINDSOR MACHINES LIMITED
Registered Office
1021103, 1s t Floor, Devmilan CHS,
Website
www.windsormachines.com WINDSOR Next To Tip Top Plaza, LBS Road,
Thane rt'/) -400604, Maharashtra, India
CIN
L99999MH1963PLC012642
Ph.
+91 22 25836592, Fax : +91 22 25836285
Partner in progress --------------------
TRANSCRIPT OF THE 57fH ANNUAL GENERAL MEETING OF WINDSOR
MACHINES LIMITED HELD ON WEDNESDAY, SEPTEMBER 30, 2020,
THROUGH VIDEO CONFERENCING/OTHER AUDIO VISUAL MEANS.
Priti Patel, Company Secretary:
Good Morning. I have pleasure in welcoming you all at the 57th Annual General Meeting of your Company being held through Video Conferencing/Other Audio Visual Means.
The Quorum is present and the meeting is in order.
At this AGM Mr. T. S. Rajan, Executive Director & CEO, Mr. Shishir Dalal, Chairman of the
Audit Committee, Mr. Jayant Thakur, Chairman of the Stakeholders Relationship
Committee, Mr. M. K. Arora, Mrs. Mahua Roy Chowdhury, Mr. Manoj Lodha, Mr. Niraj D.
Adatia, Statutory Auditor and Mr. Kashyap R. Mehta, Secretarial Auditor are present.
As required under the Companies Act, 2013,
1. Register of Share Holders
2. Register of Directors/Key Managerial Personnel & their Shareholding
3. Register of Contract or arrangement
4. Register Corporate Representation
5. Directors' Report
6. Audited Accounts
7. Statutory Auditors Report
8. Secretarial Audit Report and
9. Accounts of Subsidiary Companies are available for inspection of members electronically.
In view of the current extraordinary circumstances due to Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") and SEBI have vide various circulars permitted holding of
AGM by the Companies through Video Conferencing during the calendar year 2020 and accordingly, the 57th AGM of the Company is being conducted through Video Conferencing.
Pursuant to Section 108 of the Companies Act, 2013 & Rules framed there under the company had provided facility of remote E-voting to its shareholders by using platform of
CDSL. E-Voting window was open from September 27, to 29, 2020 between 9:00 a.m. to 5:00 p.m. for the members to cast their votes electronically. Since the physical presence of members has been dispensed with, the Company has given E-Voting facility to shareholders for casting their votes during the AGM.
Only those shareholders who are present at the meeting and who had not cast their votes earlier, can cast their votes during this AGM till 1.30 p.m. today. The Board of Directors has appointed Mrs. Rama Subramanian as the scrutinizer for Remote E-voting and E-voting, at
AGM.
In compliance with the applicable circulars, shareholders who like to express their views/ ask questions during the AGM, were requested to register themselves as Speakers to ask questions during the AGM.
Necessary facility/ support have been provided to such registered Speakers to express their views/ ask questions during the meeting.
Corporate Office
Plot 5402-5403, Phase IV, GIDC, Vatva, Ahmedabad-382 445, Gujarat, INDIA.
Phone
+91 79 30262100 I 25841111 Fax: +91 79 25842059
WINDSOR MACHINES LIMITED
Registered Office
102/103, 1st Floor, Devmilan CHS,
WINDSOR Next To Tip Top Plaza, LBS Road,
Website
www.windsormachines.com
Thane 0/'I) • 400604, Maharashtra, India
CIN
L99999MH1963PLC012642
Ph.
+91 22 25836592, Fax : +91 22 25836285
Partner in progress ---------------------
Now I would like to request the Directors to elect one of them as the Chairman of this meeting and proceed ahead with the proceedings of the AGM.
Mr. T. S. Rajan was elected as a Chairman of the AGM.
Thank You.
Good Morning Ladies & Gentleman,
Welcome you all to the 571h Annual General Meeting of your Company Windsor Machines
Ltd. In view of the current Pandemic situation, we are holding this meeting via video conferencing. I would like to appraise the members that there are no qualifications from financial transactions or matters which have any adverse effects on the functioning of the
Company in the Statutory Auditor's report or Secretarial Auditor's reports for the Financial
Year 2019 - 20 which are required to be read before the AGM. With your permission I take the notice convening this meeting, Directors' Report and Auditors' Report, which has already been circulated to you, as read.
Before proceeding further, I would like to brief you about the performance of your
Company. The last financial year 2019-20 was a challenging year for all of us with regard to overall business sentiments not only within the country but also globally. The performance of your Company was also impacted, however, we could manage to keep our sales close to
245 Cr. compared to around 330 Cr. in the previous year. It was a drop of close to 26%. We were hoping to improve during the last quarter of previous year, however, unprecedented and unexpected Covid-19 pandemic and subsequent lockdown imposed from March 24,
2020 had affected our business badly, as in our business most of the dispatches happen during the last month of the year.
Even today, we are recovering and coming out of this pandemic and trying to stabilize normal manufacturing activities at both the plants. Our supply chain is yet to come back to normalcy in this Covid -19 pandemic, as people within the organisation and at our vendor/ supplier end have been impacted. It is too difficult to predict anything further from here, however one positive note is that your Company has a healthy order book which is coming up thanks to the pandemic. Earlier thought process to ban plastics has changed because plastics has proved to be a blessing for everybody especially in this current scenario with focus on hygiene and safety. In the current year, we may not able to recover all that what we lost in the previous year. However, I would like to share my optimism with the hope that since there is a good order book that we have in hand and it might be challenging since we have already lost first 6 months of the current year and have only 6 more months to go.
Challenge lies more in surviving through the next 6 months especially in this financial year but going ahead we are quite optimistic and it looks quite positive that in coming years' plastic machinery business is definitely going to improve with the various initiatives that the government has taken in terms of "AtmaNirbhar Bharat". The focus of Govt. is on selling and buying more of domestic indigenously manufactured machines/products and with certain restrictions put on our neighboring countries. I think Windsor foresees a good growth in the coming years. Yes it would be challenging over next to 6 to 12 months for us to come back to complete normalcy, but I am quite optimistic and I would like to reassure all our stakeholders that Windsor will definitely bounce back as we have always being doing in the past.
Thank you
Corporate Office
Plot 5402-5403, Phase IV, GIDC, Vatva, Ahmedabad-382 445, Gujarat, INDIA.
Phone
+91 79 30262100 I 25841111 Fax : +91 79 25842059
WINDSOR MACHINES LIMITED
Registered Office
102/103, 1s t Floor, Devmilan CHS,
Website
www.windsormachines.com WINDSOR Next To Tip Top Plaza, LBS Road,
Thane (W) • 400604, Maharashtra, India
CIN
L99999MH1963PLC012642
Ph.
+91 22 25836592, Fax : +91 22 25836285
Partner in progress --------------------
I would now take up the Agenda(s), according to the notice of the meeting.
The first item of the Business is to receive, consider and adopt the Audited Financial
Statements of the Company on Standalone & Consolidated basis for the Financial year ended March 31, 2020 together with the Reports of the Board of Directors and the Auditors thereon.
I would like to put the said resolution to E-Voting.
There is no written question/ query received from any of the members in connection with the financials of the Company.
I think we had a speaker request from Mrs. Vasudha Dakwe. She can put her question so that we could respond on the same.
Priti Patel, Company Secretary:
Sir, we are not able to view her in the list of participants. May be she is not participating in this AGM. She is not an attendee now, I think we should move ahead.
Mr. T. S. Rajan, Chairman of 57th AGM:
Ok. Thanks, Let's move to Second resolution.
To Appoint Director in place of Mr. Jayant Thakur who retires by rotation and being eligible, offers himself for re-appointment.
I would like to put the said resolution to E- Voting.
Moving ahead to resolution number Three to appoint Statutory Auditors of the Company. I would like to put the said resolution to E- Voting.
Moving ahead to resolution number Four to appoint Mr. Manoj Lodha as Non-Executive
Independent Director of the Company for a period of 5 years.
I would like to put the said resolution to E-Voting.
Moving ahead to resolution number Five to approve remuneration to be paid to the Cost
Accountants for the year 2020-21.
I would like to put the said resolution to E-Voting.
The voting window will remain open till 1.30 p.m. today for shareholders to cast their votes.
The result of remote E-voting and Voting at the meeting will be declared on website of the
Company and shall be displayed at the registered office of the Company.
All statutory /regulatory provisions given under the Companies Act, 2013, SEBI -LODR
Regulations, 2015, mandatory Secretarial Standards etc. relating to the General Meeting have been complied in respect of calling, holding, convening and conducting this Annual General
Meeting.
(
Corporate Office
Plot 5402-5403, Phase IV, GIDC, Vatva, Ahmedabad-382 445, Gujarat, INDIA.
Phone
+91 79 30262100 / 25841111 Fax: +917925842059
WINDSOR MACHINES LIMITED
Registered Office
[email protected] 102/103, 1s t Floor, Devmilan CHS,
Website
www.windsormachines.com WINDSOR Next To Tip Top Plaza, LBS Road,
Thane (W) -400604, Maharashtra, India
CIN
L99999MH1963PLC012642
Ph.
+91 22 25836592, Fax : +91 22 25836285
Partner in progress --------------------
Priti Patel, Company Secretary:
Excuse me sir, Yes, Mrs. Vasudha Dakwe is displaying on the list of speaker shareholders.
Mr. T. S. Rajan, Chairman of 57th AGM:
Ok. Hello Madam! Can you hear me Vasudhaji ??
Yes Sir.
Ms. Vasudha Dakwe, Speaker Shareholder:
Very Good Morning respected Chairman Sir, Board of Directors & Fellow Share Holders,
Myself Vasudha from Thane, I would like to congratulate our Secretarial team for sending me the soft copy of report well in advance, which itself is clear and transparent. I would like to ask. .....
Do we still manufacture our old Plastic Injection Moulding Machineries? Secondly I would like to ask what is our Company policy for those who are working from home as well as on contract basis/ casual basis? Are you paying or implementing any layoff policies for them?
I will respond to Madam, Good Morning Madam, This is Rajan here. Madam with regard to your 151 question, when you said do you still manufacturer old Plastic Injection Moulding
Machines ?, I would appreciate if you would be more specific because we still continue to support our machines which we had sold may be 3 decades or 4 decades back. Some models of old machines got phased out over a period of time due to introduction of new technologies in new models, but we still continue to support all our clients who have or are still using some of our older generation machines.
Coming to your question - I am glad to inform you that in-spite of all the challenges that
2nd we faced during this pandemic period, I am thankful to the support not only from all our stakeholders but equally from all our employees including the workmen who supported us during these crisis period. I am glad to inform you that we have not reduced or retrenched any employees till date. We continued with the same work force, people worked from home initially and slowly they started coming to office once the lock down started getting unlocked.
Today we are paying salaries to all our Permanent staff, Management team, Workmen,
Casual & Contractual employees. Your Company is thankful for the whole hearted efforts from the entire Team at Windsor and we are positive and optimistic of bouncing back at the earliest and getting back to those good old days of growth in the coming years.
Thank you madam.
This concludes the business of this 57th Annual General Meeting and we thank you for your virtual attendance and interest shown in the business activities of the Company.
Corporate Office
Plot 5402-5403, Phase IV, GIDC, Vatva, Ahmedabad-382 445, Gujarat, INDIA.
Phone
+917930262100 I 25841111 Fax: +91 79 25842059