AGM 2021

Aug 13, 2021

Good afternoon and we extend a very warm welcome to all of you to the 58th Annual General Meeting of GMM Fodder Limited. Annual General Meetings offer a good opportunity to interact with the shareholders. However, considering the health and safety of the shareholders, employees and other stakeholders of the company, the 58th annual general meeting of the company is being held through video conferencing or other audio visual means. This meeting, in fact, meets the cherished long desire of the shareholders residing outside Gujarat who were otherwise not able to attend the AGMs. Let me now introduce to our esteemed Board of Directors. We have with us Doctor. Shivram due to the some technical issue. His video is not on. However, he's there as a panelist. Doctor. Shivram is an honorary professor and INSA senior scientist at the Indian Institute of Science Education and Research Pune and an independent director and chairman on ARPU. Mr. Nakul Tosh Tiwan, he's the Chairman and MD of Stoshman Analytical Private Limited, one of the largest analytical instrumentation companies in India and an independent Director on our Board. Ms. Pauna Mishra, she is the Founder Director of Bay Street Consulting Private Limited, one of the biggest names in the talent management and an Independent Director on our Board. Mr. Vivek Patya is the MD and CEO of the Thyssen Group Industries India and is also an independent director on ARM. Mr. Harsh Gupta, he is the MD of Solaris Chemtech Industries Limited, a non independent director on our board representing the foreign promoters, Fodlar Inc. Mr. Malte Gavrijs, he is the Founder of Wolveris Financial Advisory GMPH, an independent advisory firm in Frankfurt, Germany and a non executive director on our board representing the foreign promoters Fodlar Inc. Mr. Ashok Patel, he has been serving as the director since 39 years and was the Managing Director of the company up to 2015. He is a non executive director on our board representing the Indian promoter, Safaativ Sankar. We also have with us Mr. Tarak Patel, who is the Managing Director of the Company since 2015 and has been instrumental in the growth of the Company, including the recent acquisition of the Faudelar International Business. We have also with us Mr. Manish Puddha, Chief Financial Officer of our Company. We also have with us our statutory auditors, Deloitte, Haskins and Selt and Mr. Jaish Shah of Mrs. Ratty and Associates, the Secretary Auditor as well as the Scrutinizer of this meeting. Pursued to the provisions of Section 108 of the Companies Act, read with the relevant rules made there under, The Company had provided e voting facility to the shareholders of the Company in respect of the business to be transacted at this AGN. The remote e voting was opened from 9 am IST on Tuesday, August 10th, up to 5 pm IST on Thursday, August 12th. In order to ensure maximum participation of the shareholders, the Company had put on its website instructions to participate at the AGM of the Company. We have also provided for electronic voting at this meeting. This is a facility by which all shareholders who have not yet voted by remote e voting will be able to, vote. Let us now see a simple video explaining this voting process. Thank you. This meeting will have some shareholders speaking at the AGM who have pre registered themselves. The questions received by email and asked during the meeting will be answered. During the question answer sessions, the MD will announce the name of the registered speaker shareholders who will then answer unmute will be unmuted by the host and will be allowed to express their host and ask questions. The speaker shareholders are requested to click on the audio and video button while speaking. If the shareholders are unable to join through the video, they are advised to switch off the camera and speak through the audio. Speaker shareholders are requested to minimize any background noises to avoid disturbance. In the event there is any connectivity problem and the speaker shareholders end, we will ask the next speaker to speak. Once the connectivity improves, the previous speaker shareholder will be called back to speak. During the meeting, if shareholders faces any technical issue, he or she may call the helpline number of link in time as mentioned in the notice of AGM. Before handing over the proceedings of these meetings to the Chairman, I would once again announce that all the shareholders who have not voted through remote e voting may vote through electronic voting platform once the voting is announced. I now hand over the proceedings to our Chairman, Doctor. Sibra. Chairman, sir, you can speak now. Can you check if doctor Shivram is available on the line? Shivram, sir, you can speak now, sir. Okay. I'm Doctor. Shivram, independent director and the chairman of the board of JMM Cordiller Limited. I'm joining this AGM from my office in Pune. Sir, you can continue with the part of the proceedings, please? Please continue with the proceedings of the AGM. I'm not able to see any one of you now. So it's a problem. So Sir, you can continue with your part of the speech, please. Okay. So you can you can please, play, you know, you you want to play a recording. Right? Sir, before this before recording your part? I can't proceedings? You do that on behalf of Doctor. Shivram. I can't hear you. Okay. Doctor. Shivram, just wait a minute. Mittal, can you just take over from the chairman and play his speech and then we can continue, please? Dear fellow shareholders, good afternoon. I extend a hearty welcome to all of you to the 58th Annual General Meeting of GMM for the limited being held to an audiovisual board. As we meet virtually, India and the entire world is still grappling with this unprecedented pandemic and the challenges it has presented to all of us. Despite these continued challenges, our focus remains on building a robust, resilient and agile business, which can confidently face the vagaries of operation in a volatile business environment. I would like to take this opportunity to briefly review the company's performance during the financial year 2021. The Company started the year FY 'twenty one with a strong order book, which was significantly higher compared to the previous year. The production facilities resumed operation in April 2020 and the supply chain gradually returned to normal, even though 20 days of production were lost, which in turn affected the company's quarter 1 FY 'twenty one revenues and profitability. The company continued to accelerate its growth amid challenging and dynamic economic conditions in both domestic and global environment during the year under review. As such, we remained positive on the medium term growth prospects. The management is fully cognizant of the emerging challenges and is committed to keep the growth momentum going. While doing so, the company is keenly watching the prevailing public health concerns and have taken all necessary precautions to keep our workplace as well as the health of our employees a matter of paramount importance. The company also provided throughout the past year help and assistance to all our employees and their families in facing the impact of the pandemic. Our consistency to keep delivering high quality products through innovative technologies, offering new mix of products along with its faster delivery, time and prompt after sales service has helped us to maintain a leading position in the Indian market. I'm happy to state that the year gone by, our company has continued to show significant improvement in terms of revenue. For the financial year 2021, CMM Fodder Limited posted standalone revenues of INR 6.40 crores, up by 24% from the previous year's INR 5.16 crores and consolidated revenues of INR 1,000 crores, up 69% from the previous year's INR591 crores. Some of the highlights of this performance are both profits before tax and profits after tax increased by 53% to INR126 crores and INR95 crores, respectively, on standalone basis. Profit before tax increased by 26% to INR68 crores on a standalone basis and decreased to 11% to INR63 crores on a consolidated basis due to the acquisition related expenditure and exceptional items. Earnings per share increased by 53% to INR65 per share on a standalone basis and increased by 48% to INR72 per share on a consolidated basis. Let me mention a few key strategic initiatives taken during the financial year 2021. In June 2021, your company acquired the manufacturing facilities of Diedatrix Process Systems India Limited at Hyderabad, which has helped us to boost the company's manufacturing capacity in glass line equipment and strengthen its marketplace. In February 2021, your company acquired a majority stake in the global business of its parent, Afforda Group. In March 2021, your company acquired a state of the art facilities spread over 12 acres with 17 manufacturing base located at Wadhwa, Ahmedabad, which is equipped to manufacture a wide array of heavy engineering equipment. GMM Cordiller has now truly transitioned into a global company. Even though this new journey brings out its own sets of challenges, we remain optimistic that these strategic acquisitions will help us to sustain business growth and continuity over the long term and ultimately create value to all its stakeholders. With a growing shift towards conducting business responsibly, our company has integrated an ESG led approach to generate a holistic value for all the stakeholders. Our company has taken concentrated efforts in the areas of environment conservation, societal well-being and ensuring good corporate governance in the organization. Before I conclude, I take this opportunity to place in regard my appreciation, the Board of Directors for their continued support with these testing times. I would also like to acknowledge all of our employees, customers, suppliers, partners and shareholders for their support and faith in GMM. Thank you very much. I now request Mr. Tarak Patel, Managing Director, to brief the shareholders on the working of the company. Mittal, before we do that, do you want to take the auditors, the Chairman's the audit thing that if the Nakul can read it out, I think, and then maybe go into the business presentation. So let's just follow the process and finish it off. Nakul, can you just take over as Chairman and just read from the second paragraph onwards? Sorry, can you hear me? Yes, we can hear you. Yes. So this is for the notice convening the AGM? Yes. So this is the second one that the ladies the notice dated, yes. Yes. Ladies and gentlemen, the notice dated 28 June 2021, convening the Annual General Meeting and a copy of the Annual Report for the financial year ended 31st March 2021 has been circulated to the members of the company electronically. With your permission, I shall take them as read. The auditor's report on the stand alone and the consolidated financial statements do not contain any qualification, reservation or any adverse remark. The comments made in the Secretarial Audit Report for the financial year ended March 31, 2021, are self explanatory. Accordingly, the reports are not required to be read out as provided in the Company's Act 2013. Thank you, Acting Chairman. We would now go back to MD and let him brief the shareholders on the working of the company. Thank you. And sorry, shareholders for the technical change. Good afternoon, dear shareholders. A very warm welcome to GMM Fodder Limited's 58 AGM. To start with, FY 2021 has been a very uncertain and difficult year for most of us. With challenges and obstacles, successes and victories, we've all had our ups and downs, both at a personal as well as in the business front. However, these challenges like in the past have helped us adapt, evolve and be more prepared for what is to come. As we bring in the new financial year, there is much to look forward to. GMM and Faudler continued to grow during the FY 2021 financial year despite the uncertainty and volatility that was prevailing both in the domestic as well as the international markets. We continue to show significant improvement in terms of revenue. We reported a standalone revenue growth of 24% and a profit after tax was up by 53%. On a consolidated basis, our standalone and MAWAS revenue showed a growth of 28% and profit after tax grew by 48%. The company continued to remain committed to enhancing shareholder value reflected in its increasing market capitalization of over 8 times in the last 5 years. We take pride in the fact that GMM Faudel is one of the top 500 listed companies in terms of market capitalization, ranking 351 on the BSE and 345 on the NSE as of March 31, 2021. On the business front and from a strategic perspective, FY 2021 has been an eventful and memorable year for us. We completed 3 important and transformative transactions that will help us sustain business growth and continuity over the long term. In June 2020, we announced the acquisition of a manufacturing facility in Hyderabad for a total consideration of nearly €6,250,000 approximately €54,500,000 gross. This facility will give us access to ready made glass line equipment manufacturing capacity in Hyderabad, which will further strengthen our presence in the region. We are now well poised to better serve our the customers in the South, especially in Hyderabad and the Baizaag area, big hub for both pharmaceutical and chemical manufacturing. We have commenced operations at this unit on October 19, 2020. In August 2020, we announced the acquisition of a majority stake in the global business of our parent, the Fodla Group, for a total consideration of USD 27,430,000,000 approximately two zero five crores. Fodular's global business will bring immense value to the table, which over the medium term promises to enhance GMM Fodular's business prospects significantly. In March 2021, we announced the acquisition of a manufacturing facility near Ahmedabad in a town called Batwa for a total consideration of INR58.4 crores. This state of the art facility will significantly enhance free up our glass lining capacity at our Karamsal facility. This fits quite well in terms of long term growth of both business lines and we expect this business to significantly improve in the quarters that we are seeing going forward. It was also a very timely opportunity as we would have a run out of heavy engineering capacity by the end of the current financial year and a new factory would take anywhere between 24 to 28 months and this is something that is ready made and is already now operational. On a personal level and as a 3rd generation of a family business that began in 1962, it is a moment of great pride to see GMM model and now enter the global stage. Over the last 5 decades, we have predominantly focused on the domestic market. Now as we have gone global, we embark on the next phase of our journey, Journey 2.0. This acquisition will allow us to chart our own course and control our destiny at the same time derisk our dependence on the Indian market. As we join hands and begin working closely with the Faudeler Group, I'm particularly excited of what we can achieve together with 13 manufacturing facilities across 8 countries and employing more than 1500 people, GMM Podler now is truly a global business. Of course, this comes with its own set of challenges. However, I am confident that we will rise to the occasion and create value for all our stakeholders. Further, this acquisition has strengthened our balance sheet with a stronger liquidity and robust cash flows. While the acquisition was particularly debt funded, our net gearing remained comfortable at 0.5 times in FY 2021. Also despite the size of the acquisition, our credit ratings remain intact. Our ratings were reaffirmed by CRISIL in April and subsequently by ICRA rated us at a similar scale, a very low risk indicating high degree of safety. Of all the transactions, Fodla acquisition is unique from a business perspective as it will bring synergies at different levels within the organization. This strategic move is aligned to our commitment to further invest and grow the business. While we began thinking of this acquisition, we came up with 3 areas that we believe would create synergies and help improve revenue and profitability. Value sourcing, operational excellence and cross selling are the 3 simple pillars of our integration effort. Value sourcing will focus on using low cost production sites like India to improve market share in price sensitive markets. Operational excellence will focus on improving throughput across our manufacturing sites. And lastly, cross selling will focus on selling a wider range of products to our existing customers. This integration process will take time and we'll need constant monitoring. However, having worked with Podler for nearly 2 decades, we are well aware of their culture, systems and processes. Moreover, the senior management team of the international business are completely aligned and will continue to be part of the Journey 2.0. The journey ahead of us is indeed exciting. Our passion, professionalism and the perseverance of working with our clients, partners and with each other provides us with an exceptional outlook for the future. On the sustainability front, our vision is to emerge as an industry leader by promoting manufacturing, employee safety, environmental and social welfare with effective corporate governance practices to nurture long term business sustainability. Keeping these goals in mind, some of the important initiatives in the areas of ESG have been aligned with the UN Sustainability Development Goals. At GMM, Fordler technological advances play an integral part when it comes to energy efficiency and emission control. We are implementing measures that will improve our energy efficiency levels such as using solar power, wind energy and shifting from electric furnaces to natural gas furnaces. Also as a responsible corporate citizen, our company is committed to improve and enrich the lives of the communities that we operate in through sustainable development and inclusive growth. As for the company's CSR policy, we will continue to focus on issues relating to healthcare, education and the environment. In alignment with our strategy, we have partnered with Charutar Dhiarodhia Mandal in Karamstad, JVP ITI and ReefWatch Marine Conservation to help us in our CSR goals. We are thankful for the hard work that our CSR partners have continued to put in tirelessly working to improve the economic, social and environmental aspects of our society. COVID has changed our lives and in March last year, most businesses were facing unprecedented times. With the subsequent nationwide lockdown, work from home became the new norm, supply chains were thrown into chaos, our customers postponed investment decisions and logistics and transportation came to a standstill. Our immediate focus was not only on business stabilization and continuity, but also on the health and well-being of our employees. We launched multiple initiatives that would keep the safety, motivation and the well-being of our employees at the forefront. As part of our COVID relief efforts, we provided financial assistance to Sri Krishna Hospital, a designated COVID-nineteen district hospital for the treatment of COVID-nineteen cases and providing critical care to the growing number of COVID patients in and around Anand Gujjar. On the governance front, the Board of GMM Faudla has an optimum combination of executive and non executive and independent directors. The directors are professionals, have expertise in their respective functional areas and bring a wide range of skills and experiences to the board. Our governance principles and the charters of the board standing committees establish a framework for governance of the board and oversight of the company. Each committee plays a key role in reinforcing our commitment to doing business in accordance with the highest corporate standards. At GMM Faudler, our plans are ISO certified. We have been recognized with 14 international accreditations, which is a testament to the commitment to quality, service and reliability. These accreditations are a gate pass that enables us to explore and enter new geographies and cater to the diverse needs of our international clientele. The year FY 2022 started off with a strong order book, which is significantly higher than the previous year with Hyderabad and Ahmedabad facilities in operation along with the synergies from the Faudler International acquisition. The management remains confident that GMM Faudler will continue to dominate the corrosion resistant technologies markets and we continue to be the big player in this area. I have always believed that our employees are our most important asset. Without their hard work and determination, we would not be where we are today. We are asset. Without their hard work and determination, we would not be where we are today. They have always risen to the challenge and even today as I write this and I read this letter, I must convey my heartfelt gratitude and recognize each and every one of them for the incredible effort that they have put in during these challenging times. Before I conclude, I would like to place on record my appreciation to the Board of Directors for their ensuring effective corporate governance and thank them for their continued support and guidance. I would also like to acknowledge our employees, customers, suppliers, partners and shareholders for their support and faith in GMM for them. Thank you for being a part of our exciting journey. Thank you. I now invite the shareholders to express their views or ask questions pertaining to the performance of the company during the year under review or any other resolution placed for approvals of the shareholders. The shareholders who have sent their queries on the e mail ID of the company provided in the notice of the meeting will be answered during the meeting. Now I should invite the shareholders who have registered themselves as speakers to their views and ask questions and give suggestions. The first speaker that we have is Ravi Kumar Naredi. If you can please log on and ask his question. Thank you so much, sir. Raveed Kumar Naredi is not present in the panel. So we can move to the next speaker, sir. The next speaker is Mr. Asp Desaria. If he can log on and please ask his question. Sir, can you see me and hear me? We can hear you. We can see you and hear you. Yes. Please go ahead. Sir, Q1 standalone year on year was very good, but Q3 net profit reduced by 18%. What was the reason for that? However, consolidated, you incurred a loss. When do you expect the subsidiaries to turn around? Overseas revenues increased by 40%, but profit has reduced by 10%. Can you inform one time expense for merger, if any, which we can exclude from the P and L account? So Faudla is owned by GMM 54%, 20% by previous owners and 26% by owners of GM, that is the Patel family. And they in turn own stake in GM, it's very confusing. Why don't you direct holding by the Deepak and Patel family in GMM? Rather than through all these in between companies. And so you always mention orders are there, but you never mention how much orders are there. So what are the orders as of today in hand in Indian company and also in the subsidiaries? And how much of our turnover comes from I mean, stand alone turnover comes from supplying to our overseas subsidiaries? So thank you and all the best. Hi, Raspi. And I wish you a happy New Year. I think the part in New Year is on Monday, right? So in advance, wishing you a happy New Year. Let me start off a little bit in terms of the Q1 results which you just asked some questions on. There is a reported loss in terms of PPT and PAT. However, this has to be seen in context of one time expense of PPA which is purchase price allocations which we had to account for. This was also done in Q4 of the last financial year as well as Q1 of this financial year. This is a non cash entry and accounting entry and this will no longer be charged to the P and L from next quarter onwards. So there is a net charge, a deduction of INR46.5 crores. That number will now be added back next quarter onwards. So on a consolidated level, both companies are profitable. Obviously, GMM, Faudler India has an EBITDA margin of close to 26% and Faudler has international business has an EBITDA margin of close to 10%. So the companies both the companies here in India as well as the international business are doing very well, much better than expected. We've also seen a turnaround in the international businesses where 2 of the loss making units have now turned positive. This is the German site as well as the Chinese site. So that's a big positive for us. The turnaround is quicker than expected. And in terms of order book, we are very, very happy that both here in India and internationally, we have a very strong order book that gives us visibility not only for the next few quarters, but also for the entire financial year. In terms of the numbers for the order book, the current order book, I think Manish, what is the order book between The global order book is can you hear me? Yes. Yes. So the global order book is INR1700 crores. INR500 crores is on a standalone basis for it. So it will be paid for Mahwag and PFI combined. Yes. So INR1700 crores of backlog is available on hand right now out of which 500 crores is here in India. So that's a substantial increase over previous year. And like I said, that gives us a very positive feeling in terms of what we can close this financial year at. The industry that we cater to both chemical and pharma continue to invest both in India and internationally. So we believe that this is not a short term cycle. This is more of a long term cycle that we expect to continue. Also, you asked about the shareholding pattern in the international company. I think the idea when we decided to create this structure was to give confidence to the people that the promoters are also investing in the business internationally. We believe that there is tremendous scope for improvement on international business and basically show to the markets that we are also interested and be committed to turning around the international business and that's why we invested our own money into that international business as well. Having said that, there's always been a plan and I've always said that we at some point will make GMM Fordola the 100 percent owner of the international business and that's something that we plan to do and we will end up doing that as well. I think that pretty much answers Aspreet's questions. I don't think we have sorry, I think we have one more. We have a question from Guru Prasad Venkateshwar from Mysore. He asked us about could you articulate what level of ROCE and annual growth revenue growth for GMM would like to achieve over the next 3 to 5 years? We've already guided towards a turnover of INR 2,800 crores by 2015 with a 16% EBITDA margin. And we've said that this is not including the synergies. So any of the synergies that we expect will come on top of that. In terms of ROCE, I think Manish, do you have the numbers in front of you? We expect the ROCE numbers to return to normal after a 3 to 4 year period, right? Yes. Today, so we are at the current profitability, we are running at a 16% ROCE. And of course, over a period of time with efficiency coming up, they have to improve. Okay. So I think that's the last of the questions now from the shareholders. Chairman, can you read the next points? Yes. Thank you, Tarek. I will now put resolutions number 1 to 8 as mentioned in the notice of AGM dated 28 June 2021 to vote. Resolution number 1 is adoption of accounts resolution number 2, payment of dividend resolution number 3, reappointment of Mr. Ashok Patel as Director resolution number 4, reappointment of Mr. Harsh Gupta as Director resolution number 5, ratification of remuneration payable to the cost auditors resolution number 6, appointment of Mr. Motev Overys as Director resolution number 7, adoption of amended articles of association of the company Resolution 8, revision in payment of remuneration to Mr. Tarek Patel as Managing Director. Our Company secretary will now brief you on the e voting process. Thank you, Chairman. Dear shareholders, the electronic voting lines are now open. All the shareholders who have not voted through remote e voting will vote through the electronic voting platform. This line shall remain open 30 minutes after the conclusion of this meeting. The combined result of e voting as well as the voting under AGM along with the scrutinizers report will be declared and uploaded on the company's website, gmmhotter.com and shall be submitted to the stock exchanges within 48 hours after the conclusion of the meeting. On behalf of the Board of Directors, I thank all the shareholders for their continued faith and support in the company. Once again, very sorry for the technical glitch that we had today. The meeting now stands concluded. Thank you.