September 29, 2023
60th Annual General Meeting held on 30.09.2023
WINDSOR MACHINES LIMITED
[CIN: L99999MH1963PLC012642]
“60TH ANNUAL GENERAL MEETING”
SEPTEMBER 29, 2023
04:00 P.M. (IST) TO 04:30 P.M. (IST)
CORPORATE PARTICIPANTS
Mr. Vinay Girdhar Bansod
Executive Director & CEO
Mr. Jayant Mahiendra Thakur
Non – Executive Director
Mr. Mahendra Kumar Arora
Ind. & Non – Executive Director
Mr. Shishir Vasant Dalal
Ind. & Non – Executive Director
Ms. Mahua Roy Chowdhury
Ind. & Non – Executive Director
Mr. Manoj Lalchand Lodha
Ind. & Non – Executive Director
Mr. Nikhilkumar Vadera
Company Secretary & Compliance Officer
Mr. Anand Jain
Chief Financial Officer
JBTM & Associates
Statutory Auditor
Mr. Kashyap R. Mehta
Secretarial Auditor
Ms. Rama Subramanian
Scrutinizer
Other Key Executives & Senior Management
Shareholders
REGISTERED OFFICE
102/103, Devmilan Co. Op Housing Soc., Next to Tip Top Plaza, L.B.S. Road Thane West, Maharashtra -400604
Welcome Speech by Mr. Nikhil Vadera, Company Secretary
Nikhil Vadera
A warm good afternoon to you all,
I'm Nikhil Vadera, the Company Secretary, and I'm delighted to welcome you to our 60th
Annual General Meeting. We're conducting this meeting via video conference, following the rules set by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of
India (SEBI).
I'm happy to report that we have enough members here for the meeting to proceed, The requisite quorum is present and the meeting is in order.
Before starting the proceedings, let me introduce you to all the dignitaries present at the meeting.
Mr. Vinay Bansod, Executive Director & CEO,
Mr. Shishir Dalal, Independent Director and Chairman of the Audit & NRC Committees.
Mr. Jayant Thakur, Non-Executive Director and Chairman of the Stakeholders Relationship
Committee,
Mr. M. K. Arora, Mrs. Mahua Roy Chowdhury, Mr. Manoj Lodha, Independent Directors and Mr. Anand Jain CFO of the company
We also have with us our Statutory Auditor, Ms. Yashika Jain & Mr. Dhairya Bhuta, Secretarial
Auditor, Mr. Kashyap R. Mehta and Scrutinizer Mrs. Rama Subramanian, Practicing Company
Secretary.
Now, here are some important things to know:
Your company availed e voting facility from CDSL which commenced from September 26, 2023 to September 28, 2023 and who has not casted their vote during said e-voting period may cast the vote now as per the instructions provided in the Notice.
The Statutory Registers are available for inspection in electronic mode. If any Members wants to do the inspection, may send email to [email protected]
Your Company has appointed Mrs. Rama Subramanian as the scrutinizer for scrutinizing the e-voting process in fair and transparent manner and scrutinizer report will be uploaded on the
Company’s website and Stock Exchange within permitted time.
The Name of members will be announced by the chairman who has registered as speakers to ask questions during the AGM.
Now I would like to request the Directors to elect one of them as the Chairman of this meeting and commence the proceedings.
Thank you.
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Vinay Bansod - Executive Director & CEO:
With the permission of all I would like to chair this meeting, hope you all agree.
The other Directors
Yes, please go ahead, Please Carry on.
Vinay Bansod – Chairman (Whole time Director & CEO)
Dear Shareholders,
A very Good Afternoon to all.
I'm delighted to welcome and greet you all at the 60th Annual General Meeting of your company, Windsor Machines Limited. We are convening this meeting via video conferencing.
It's truly a pleasure to have an opportunity to connect with you all. I want to express my sincere appreciation for your enduring trust, encouragement, and support for the Company and its management. Your continued commitment has played a pivotal role in our journey, and we are profoundly grateful for it.
There were no qualifications, observations or adverse comments on financial statements and matters which have any material bearing on the functioning of the Company, therefore, it is not required to read the Auditor’s Report.
I trust that each one of you must have received and had the opportunity to review the Annual
Report for the Financial Year 2022-23. Our intention in preparing this report was to present the
Company's business performance and its future outlook, providing you with insights into our future directions. If you agree, I would like to consider the Notice convening this meeting, the
Directors' Report, and the Auditors' Reports, which have already been distributed to you, as read.
Before taking up the agenda, I would like to brief you on the company’s performance for the financial year 2022-23 and the way forward for your company.
In a year when the global economy has been grappling with recession, India stands out as a beacon of growth. This achievement is largely attributed to India's strategic goal-setting. The budget has placed significant emphasis on various critical sectors such as infrastructure development, the Jal Jivan Mission, Atmanirbhar Bharat (self-reliant India), semiconductor and electronics manufacturing, electric vehicles, and several other initiatives aimed at fostering the sustainable growth for India. India is poised to maintain its status as the world's fastest- growing economy for many more years to come.
Despite the challenges encountered during the financial year 2022-23, your company has managed to sustain growth in terms of turnover, EBITDA, and the profits as compared to the previous year. Notably, our Injection Moulding division has achieved its highest turnover in
Windsor's history for FY22-23, and we believe this is just the beginning of an exciting journey.
In January 2023, Windsor proudly unveiled the KL series 1600-ton two platen injection moulding machine, marking a significant milestone as the largest Injection Moulding machine ever entirely manufactured in India. Subsequently, we launched the KL2000 ton and KL2300
Page | 3 WINDSOR MACHINES LIMITED ton machines, further enhancing our capabilities and capacities. These developments establish
Windsor as the pioneering company in India capable of producing such large-sized machines entirely on home soil. Throughout this process, we have closely collaborated with our MSME supply chain partners, encouraging the development of these large parts within India.
The dedicated and skilled team at Windsor, in conjunction with our supportive Supply Chain
Partners, remains committed to propelling the company forward in the years to come.
In the fiscal year 2022-23, the company made substantial investments in line with its planned capital expenditure (capex) for the acquisition of new machinery and technology, benefiting both the injection moulding and extrusion plants situated at Chhatral and Vatva respectively.
These investments have equipped us with state-of-the-art machinery and cutting-edge technology, allowing us to significantly expedite the production of finished goods.
The Indian plastic machinery industry is surging ahead at a remarkable pace, exhibiting a growth rate that is twice as fast as the overall economic growth rate. It stands as the fastest- growing sector within capital goods. This impressive performance is driven by robust growth projections in key sectors such as automotive, construction, infrastructure, white goods, rigid and flexible packaging, and various government initiatives, including Swachh Bharat and the
Jal Jivan Mission, which require an increased production of plastic products. Consequently, the demand for Plastic Machinery continues to thrive within the domestic market. With these positive sentiments, though there is an economic slowdown in the world, our current order book position is slightly better than the last year. We look forward to a good financial year for us.
I am delighted to share the gratifying news that the Board of Directors has proposed a final dividend of ₹1.00 per share, which is equivalent to 50% of the face value of the share, for the financial year 2022-23. This underscores our commitment to delivering value to our esteemed shareholders. We remain dedicated to our ongoing efforts to maximize returns for our shareholders in the years ahead.
I sincerely thank all our shareholders, associates, partners, regulators, employees, Vivriti
Capital, Axis Bank and other stakeholders for their undeterred support and continued faith in the Company’s capabilities. We shall continue to work towards taking the Company to greater heights and achieve many more milestones and business goals.
I want to conclude my speech with a statement “Future is fantastic and Windsor makes it possible”
Thank you for your attention.
Now, I commence to transact the business contained in the Notice of the AGM.
Resolution No. 1
The first item of the Business is to receive, consider and adopt the Audited Financial Statements of the Company on Standalone and Consolidated basis for the Financial Year ended March 31,
2023 together with the Reports of the Board of Directors and Auditors thereon.
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I would like to put the said resolution to E-Voting.
Resolution No. 2
To appoint a Director in place of Mr. Jayant Thakur (DIN 01328746) who retires by rotation and being eligible, offers himself for re-appointment.
I would like to put the said resolution to E-Voting.
Resolution No. 3
To declare final dividend on equity shares for the financial year 2022-23.
I would like to put the said resolution to E-Voting.
Resolution No. 4
Ratification of Cost Auditor's Remuneration.
I would like to put the said resolution to E-Voting.
The texts of the Resolutions along with explanatory statements are provided in the notice circulated to the members. I request the members to treat the resolutions as read.
QUESTION AND ANSWER
We will now begin the question and answer session.
Mr. Vinay Bansod – Chairman (Whole time Director & CEO)
Let’s begin with Speaker No. 1, Mr. Rajendra Sheth please ask your question or put your point of view. Mr Rajendra Sheth are you there? I think Mr. Rajendra Sheth is not available, so we will move to Speaker No. 2 Mr. Yusuf Rangwala, I request Mr. Yusuf Rangwala to please put your point of view. Do we have Mr. Yusuf with us?
Mr. Nikhil Vadera – Company Secretary
No, no
Mr. Vinay Bansod – Chairman (Whole time Director & CEO)
Okay. So, we move to Speaker No. 3, Mr. Saket Kapoor.
Mr. Saket Kapoor (Speaker)
Namashkar Sir
Mr. Vinay Bansod – Chairman (Whole time Director & CEO)
Namshkar, Saketji.
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Mr. Saket Kapoor (Speaker)
Awaz mil rahi hai sir aapko?
Mr. Vinay Bansod – Chairman (Whole time Director & CEO)
Ji, thodi kam hai, yeah okay.
Mr. Saket Kapoor (Speaker)
Firstly Sir, Thank you, apni subah baat bhi hui thi agar aapke pas message gaya ho, me milna chahta tha sir aapse, me ahmedabad aya hua tha, meri subah baat hui thi to post the AGM me wo confirm kar paege, if you have been informed then please let me know, I’m there till tomorrow, so agar me mil saku aapse personally sir, now coming to the Agenda part and the
AGM issues. Firstly sir, you did mentioned about highest turnover in the Injection Moulding division, just a minute, sir mera point ye hai ki aapne point out to kar diya ki year highest year turnover raha isse kya guidance aap de rhe he firstly, kya utilisation levels hai hamare dono existing divisions ke, agar aap uspe prakash daale ki where are we in terms of capacity utilisation level for both the divisions and also over the last 5 years Bansodji we have done a lot of new product introduction so how have those gone I can show the Annual Report is definitely displaying a lot of inputs, so would like to understand what 2018-19, the introduction of new models and series which have mentioned, how far that has been accepted in the domestic market or the exports market, if you could articulate more on the same and sir as you mentioned that the activities are positive and market sentiments is slightly better and what are we anticipating in terms of revenue trajectory for us, can you give some more understanding and also how should one read the Q-1 numbers, jo june ke numbers the we had losses in consolidated segment of 4cr Rs and the revenue was also on the lower side so if you could give us some understanding of what exactly you are explaining in terms of growth this year and also when we look at your employee cost as % of sales it is also, significantly higher, so that speaks about our lower capacity of utilisation levels or the reason you could explain I find that in the AGM meeting if you remember in the last AGM I have been a participant in AGM from past few years and by this platform we are unable to get more information although you 2 years Annual Report has substantial information but on quarterly basis to have an understanding very difficult to co-ordinate. Today sir, I wrote a mail to Secretarial Department on 26th also that for 3 days I am in Ahmedabad and whether you are available or the CFO is available just for brief discussions as I am traveling from Kolkata. So, I request to look into and
I am available even now, If I will be allowed I will come down today also, that is very short notice but anyway these are my following points sir if you could give us some understanding on what is the growth we are pursuing in both the segments and when can we return to profitable growth what is our current capacity utilisation for 2022-23 Q-1 ki kya rahi hai, current year aap kya close karne wale hai, ye 3 point hai mere isepe aap elaborate kare or sir moka de sir ki agar koi follow up reh jata hai to me aapse puch saku bas sir yahi.
Mr. Vinay Bansod – Chairman (Whole time Director & CEO)
Thank you for your question, I will go one by one and try to clarify the question. Regarding plant utilisation or Plant are utilised in range of 75-80% and we have spare capacity which we are probably planning to fill up with domestic as well as export requirements. Now, coming to new product introduction as well as what development we are doing so in last 5 years there was a lot of product introduction and this is the need of the market because the new market and new product introduction are done to improve productivity for our customer as well as improve the energy consumption so this is our main motto and we work very closely for customer to really develop new technology new product or their requirement and whatever
Page | 6 WINDSOR MACHINES LIMITED new product we have developed in the last 5 years they are doing fantastic and that’s the reason we are growing. Now, coming to your question on Injection Moulding, we have done highest turnover of injection molding machine as I said this is just the beginning because there are many more opportunity for Injection Moulding machines, the market is very huge and we see a good portion of the business coming our way and probably I can assure you that in the future we will go on growing the company in a sustainable manner. Now you said that regarding profitability if you read our Financial Statements we are profitable company every year so probably this is not the point of discussion that we are not doing profit so I really request you to go through Financial Statements of last 2-3 years and we are growing and profitable, so I think this will clarify your questions and thank you for your questions again.
Mr. Saket Kapoor (Speaker)
Sir, I spoke about Q-1 sir, current year Q-1 numbers Q-1 we have reported losses I spoke categorically for June Quarter numbers wherein we posted losses so that was my question not about the full year.
Mr. Vinay Bansod – Chairman (Whole time Director & CEO)
All right. So, Saketji it is always happens that Q-1 is always a poor as far as business is concerned in India because once the March quarter ends which is always our best quarter so quarter 1 is always challenging for not only for us for others as well so this is portion where we are putting all our efforts to see that probably we turnaround things from next year if you see our last 3-4 year performance we are growing in terms of business revenue in quarter-1 consistently, so probably in the next year we will be able to really achieve better figures.
Mr. Saket Kapoor (Speaker)
But Sir, as a year as a whole what should be specific in terms of growth and also in the employee cost point.
Mr. Nikhil Vadera – Company Secretary
I think his time is over, please ask another speaker
Mr. Vinay Bansod – Chairman (Whole time Director & CEO)
Okay .Yeah, so we move to Speaker No. 4 Mr. Saurabh Jain. Can we have Mr Saurabh Jain?
Mr. Saurabh Jain (Speaker)
Yes, Sir am I audible.
Mr. Vinay Bansod – Chairman (Whole time Director & CEO)
Yes
Mr. Saurabh Jain (Speaker)
Before I start with my questions, I just had few follow up question based on the answers you gave to the previous participant, Sir you mentioned that you have introduced a lot of new products in the last 5 years so, can you give number, what kind of revenue do you have from the products which you have introduced in the last 4-5 years just to understand the skilling which has happened in the products
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Mr. Vinay Bansod – Chairman (Whole time Director & CEO)
Saurabhji, for the last 4-5 years giving numbers at this moment is difficult the absolute number, we will give you the information later on.
Mr. Saurabh Jain (Speaker)
Next question was do you have any kind of service revenue from your customers for servicing of the machines or is it like one time sale and if you have any service revenue can you please share the percentage revenue for the business.
Mr. Vinay Bansod – Chairman (Whole time Director & CEO)
Yeah. We do have a very wide service and spare network and we are into the business of
Capital goods machinery. It is extremely important to support our customers after we sell the machines to the customers and if you look at the percentage of service revenue, Spare services revenue that we earn is in the range of 7-8%. I hope I have responded to Mr. Saurabh Jain’s query properly. So we have our next Speaker Mr. Vinay Bhide. Do we have Mr. Vinay Bhide?
Mr. Vinay Bhide (Speaker)
Are you able hear me properly.
Mr. Vinay Bansod – Chairman (Whole time Director & CEO)
Vinayji, not really, your voice is breaking
Mr. Vinay Bhide (Speaker)
Is it better now?
Mr. Vinay Bansod – Chairman (Whole time Director & CEO)
Little bit
Mr. Vinay Bhide (Speaker)
Okay fine. This is the best thing I can do. Anyway I will try to be as slow and as clear as possible.
Thank you, you know Mr. Vinay Bansod you know for the details that you have given at the start of you know the AGM. I have gone through the AGM. I heard out questions that few speakers who spoke before me I noted that how sales you know for the last Financial Year have progressed to 351 cr vs 338 cr in financial year 22 and profit has been better at 17 cr vs 14 cr. So fine So good. Now I just require you know 2-3 inputs from you to understand the present and future better and the 1st question is that one good parameter of judging the financial performance of the company in a running financial year is the pending order book at the point of time. So could you please help us understand as of now what is total pending order we have on hand and how does it compare the pending order book at the same time in last year. That is question no.1 now, ancillary question to this is that we are in the business of Injection Moulding and Extrusion Machinery, but this being so could you please give us breakup of these figures as of now and as of the end of last year. That is second question. Are you able to hear me?
Mr. Vinay Bansod – Chairman (Whole time Director & CEO)
The segregation of business is already mentioned in the Annual Report. I think you can very well read that. In case of numbers, Coming to pending orders, I have also mentioned in my speech that the pending orders are better than last year and probably this will help us to do really do better than last year. Now, we move to Speaker No. 6 Mr. Satish Shah
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Mr. Nikhilkumar Vadera – Company Secretary
Mr. Satish Shah have not joined.
Mr. Vinay Bansod- Okay.
So, I think with this we have come to close of Question answer Session and this marks the conclusion of the proceedings at the 60th Annual General Meeting. I would like to extend my heartfelt gratitude to all the shareholders present for your kind attention, cooperation, and your valuable support.
For those who haven't cast their votes and wish to do so, please note that the e-voting facility will remain open for an additional 30 minutes following the conclusion of the AGM.
The combined results of the votes cast remotely through e-voting and those cast during the
AGM on all the resolutions will be made available on the Company's website and will be reported to the stock exchanges in accordance with SEBI listing regulations.
Once again, thank you for your cooperation and unwavering support. We look forward to seeing you next year and with this we conclude the Annual General Meeting of Windsor. Thank you.
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