Sintercom India Ltd

Transcript of 14th Annual General Meeting (“Meeting/AGM”) of Sintercom India Limited held on Thursday, 23rd September,2021 through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) deemed to be conducted at Registered Office of the Company- Gat No. 127, At Post Mangrul, Tal-Maval, Talegaon Dabhade, Pune 410 507 (India) which commenced at 4.00 PM(IST) and concluded at 4.35 PM (IST) Ms. Anuja Joshi - Company Secretary & Compliance Officer, Sintercom India Limited:  I, Anuja Joshi, Company Secretary and Compliance Officer, welcome you all to the 14th Annual General Meeting of shareholders of Sintercom India Limited. In view of Covid 19 and guidelines issued by the Ministry of Corporate Affairs and SEBI, this AGM is conducted through video conference and other audio-visual means. The company has provided with a facility of webcast to view live proceedings of the meeting on NSDL website. Your company has provided the facility of remote e-voting which was open from 18th September 2021 to 22nd

will be able to cast their vote now during the meeting. Shareholders, please note that there will be no voting by a show of hands. Shareholders participating in the AGM can ask their questions by chat box available during the meeting. Such questions will be answered during the question answer session. Thank you all for joining us today. I confirm that requisite quorum is present via video conferencing. I call the meeting to order with the permission of the chair. Mr. Hari Nair – Chairman, Sintercom India Limited:  Yes, let’s call the meeting to order. Ms. Anuja Joshi - Company Secretary & Compliance Officer, Sintercom India Limited:  Thank you, Sir.  Before the proceedings of the meeting let me introduce to the Directors and KMP’s of your company.  1. Mr. Hari Nair, Chairman of the Company.  2. Mr. Jignesh Raval, Managing Director of the Company.  3. Mr. Bernd Badurek, Additional Director, Non-executive.

 4. Mr. Dara Kalyaniwala, Independent Director and Chairman of Nomination Remuneration Committee.  5. Ms. Madhavi Pandrangi, Independent Director and Chairman of CSR Committee.  6. Mr. Pankaj Bhatawadekar, CFO  Mr. Parag Pansare, Partner, Kirtane & Pandit LLP, statutory auditors.  7. Mr. Sunil Nanal, Kanj & Company LLP, Secretarial auditors of the Company are present for the meeting. Advisory for the shareholders: All the members who have joined this meeting are by default placed on mute by the host to avoid any disturbance arising from the background noise and to ensure the smooth and seamless conduct of the meeting. Since the meeting is being held by VC, the physical attendance of the members has been dispensed with. Accordingly, the member for appointment of proxy is not available for the meeting. The register of Directors and KMP’s and their shareholding, register of contract, and MOA, AOA required to be kept at Annual General meeting are available electronically for inspection for the members at NSDL website i.e. e- voting.nsdl.com. The Notice of 14th AGM along with the copies of audited standalone financial statement for the financial year ended 31st March, 2021, together with the report of Board of Directors and auditors thereon have been emailed within the statutory period to the shareholders whose email id’s were registered with the company or with Link Intime or with their depository participants. With the permission of the members, I am now taking the Notice of 14th AGM and the Board’s Report which was circulated to the shareholders as read. The statutory audit report and the secretarial audit report has already been circulated along with the notice calling this AGM, and the statutory audit report does not contain any qualification, observation or other remarks on financial or other matters which have any adverse effect on functioning of the Company, and therefore we take it as read. For secretarial audit report with your consent we will take as read except the observations as contained in the secretarial audit report, I would like to draw the attention of the members and the comments given by the Board of Directors in their report.

 Qualified opinion 1: Due to unprecedented pandemic of Covid 19 which resulted into persistent lockdown, your company was unable to conduct CSR Committee meeting for the approval of the project as planned. The Company has identified the project under CSR. The said projects were recommended and approved by the CSR Committee in the meeting held on 1st May 2021.  Qualified opinion 2: The Explanatory Statement forming part of the EGM Notice contained an illustration of the shareholding pattern of the Company after issuance of the 1,350,000 Equity Shares and the 1,975,000 CCDs, such Explanatory Statement did not specifically contain a separate illustration for the shareholding pattern of the Company highlighting only the shareholding pattern post conversion of the 19,75,000 CCDs. It is clarified that the Explanatory Statement forming part of the EGM Notice already contained an illustration of the shareholding pattern of the Company after issuance of the 1,350,000 Equity Shares and the 1,975,000 CCDs. However, as a matter of good governance and abundant caution, the Company issued a Corrigendum to the Notice of 01st Extra Ordinary General Meeting of the Financial year 2020- 2021 held on 24th February, 2021 (“Corrigendum’) expressly highlighting only the shareholding pattern of the Company post conversion of the 19,75,000 CCDs. As the Corrigendum was issued after the holding of the Extra Ordinary General Meeting on 24th February, 2021, and as a matter of good practice and governance the Company has decided, to place the Corrigendum and special resolutions already approved at the 1st Extra-Ordinary General Meeting on 24th February, 2021 before the members of the Company for them to note and take on record the Corrigendum and the special resolution approved by the members at the EGM.  Before we move on to AGM Agenda, I request Mr. Hari Nair our Chairman to share his views on overall outlook. Mr. Hari Nair – Chairman, Sintercom India Limited:  Thank you, Anuja.  Namaste and a warm welcome to everyone to Sintercom’s 14th Annual General Meeting. Like last year we are once again meeting virtually as the continued impact of the pandemic requires us to adopt significant safety precautions in the interest of everyone’s safety.  Let me start by first expressing our deepest condolences to all who have lost loved ones during the pandemic and I wish speedy recovery to all who may be directly affected at present. We at Sintercom are also bearing the brunt of this pandemic which has impacted many of our employees and their families and on behalf of our company, I take this opportunity to pledge our continued support to each

and every employee and their families. I also hope and pray that each one of you and your family and friends stay safe and healthy in these difficult times. Despite the world’s experience with many past crisis, I think you will all agree that this one has been quite different than anything we have experienced in our lifetimes and we have had to adapt in many new and unique ways by leveraging the use of technology rapidly and by challenging ourselves to significantly transform our working environment and style, rapidly and creatively. Our team at Sintercom rose boldly to face these challenges demonstrating tremendous resilience throughout while remaining focused on managing efficiently through a difficult and dynamic environment. Their adaptability was further tested as work practices changed almost overnight and they remained focused and committed to supporting all our stakeholders. Now when I look back at the past year and I am proud to say that our team assessed the challenging situation and adapted quickly to successfully navigate multiple headwinds across all areas of our business while remaining focused on the health and safety of our employees and to ensure business continuity and stability. An unforeseen crisis of this magnitude is a true test of the character of an organization. Our company’s response to the pandemic has been truly inspirational and a clear testament to the strength of our collective purpose, values and culture. We responded at an early stage of the crisis across our facilities and implemented several effective counter measures. Our top priority was and still is to protect the health and safety of our people. In fact I am proud to share Sintercom’s industry leading initiative to provide vaccines for all our employees, their families and members of the neighbouring communities.  Now moving to address the primary industry we serve, the auto sector has been witnessing a relative slowdown for the past two years with continued volatility driven by sporadic Covid related lockdowns, followed by strong recovery from the second quarter of the year 2020-2021. On the back of positive sentiments and improvements in consumption several fiscal and monetary measures further supported this economic recovery. And the strongest point for us to note is that overall fundamental consumer demand remains strong at all levels of the economy.  Looking now at technology developments the level of excitement in the auto industry continues to grow globally around the adoption of electric and other alternate power trains for future mobility applications. Western markets are leading this initiative but as the industry evolves in this direction globally we can expect to see these developments in India as well in the coming years.  We at Sintercom remain focused and engaged with clear strategies in place to support all future mobility manufacturers for their increasingly complex requirements with our leading edge product and technology offerings. Our

company also continues to strengthen its links with its main investor and technology partner, Miba Sinter based in Austria. As I am sure most of you are well aware Miba is one of the largest global players in the Sinter products industry and their recent significant new investment in our company during the year further demonstrates their strong commitment to Sintercom and the potential they see in the Indian and global markets. I will request the CEO of Miba Sinter to say a few words shortly.  We at Sintercom are ready and excited to support all our opportunities as we continue on track with pioneering technologies for current and future requirements whether it is to reduce traditional power emissions increasing the efficiency of existing drive concepts or to support the trend towards new alternative energy sources.  In closing I want to thank our employees for their total dedication to our company and customers, both individually and collectively, our employees truly represent the strength of Sintercom. I am honoured and privileged to serve as chairman of Sintercom during this transformative time for the industry and as I am sure you have noted I am very excited about Sintercom’s future prospects and proud and confident in our team’s passion and commitment to keep Sintercom on a winning path well into the future. Thank you, stay healthy and stay safe.  Now I would like to introduce Mr. Bernd Badurek, CEO of Miba Sinter, our global technology partner to say a few words describing his company’s vision and view of their future prospects for Sintercom and India. Bernd, please go ahead. Mr. Bernd Badurek - CEO, Miba Sinter Holding GmbH:  Thank you very much, Hari, for your very impressive speech and I can only confirm every single word what you said in your speech. From my side I would like to introduce to you a little bit of our ideas behind our investment in India which is more as threefold. The first thing is that we really want to serve together the global automotive market, what do I mean with it, that there are more and more combined sourcing in the automotive industry for the global demand. For example Stellantis which are really pushing us to combine sourcing out of Europe plus India where we joined hands with Sintercom very successfully. On the other hand we still have customers in Europe with a product portfolio where with some parts we are not competitive any more out of Europe and where we need a partner in the best cost country and where we also see a lot of potential for Sintercom that some of the components, some of the strategic components we can serve out of India and ship them directly to the European market or to any other market. At the end of the day it is kind of really combining our footprint for serving the global automotive market.]. The second thing is that we see really a very fast

 growing and interesting market in the domestic Indian automotive market where we see more and more technologies coming up where we are already in but they are not really in place in India yet. And we are more than happy to bring exactly those technologies to the Indian market and it is our technology to outperform our competitors in the local market. And we have a lot of patents, we are one of the leading patent companies in Europe and we have been recently announced as the leading technology company for electrification here in Europe ahead of Volkswagen and BMW because we have already applied several patents and we will bring a lot of new technology to India to serve the market here and really to outperform our competitors in the local market. And the third pillar which is also very important one for us, we at Miba were mainly focusing on the automotive industry in the past but we will look beyond that and try to enter new industries and we see especially in India a very strong domestic market for refrigerators, for airconditioning systems coming up where the demand will rapidly increase in the future and here we also have technologies because we are already in parts for compressors, for low end compressors, medium but also high end compressors which are all required in those refrigerators and airconditioning systems and where we also would like to bring in our technologies to the Indian markets to serve other industries and the automotive industry. That means in a nutshell it is a very good partnership for us and that's why we invested and why we give our full commitment to the Indian market that we can serve the global market together, we can be stronger together in the domestic Indian market for automotive, and the third one really strong partnership also for new industries like industrial markets in India but maybe also beyond that the ASEAN market that is what we have to figure out strategically, with full commitment and we are really happy for this cooperation. Mr. Hari Nair – Chairman, Sintercom India Limited:  Thank you, Bernd, for your excellent comments. Ms. Anuja Joshi - Company Secretary & Compliance Officer, Sintercom India Limited:  Thank you both of you for your thoughtful insights. Now I request Mr. Raval, Managing Director to brief you about the Company’s performance. Mr. Jignesh Raval – Managing Director, Sintercom India Limited:  First of all, thank you our Chairman, Hari, and Bernd for the future of Sintercom and how Miba is looking at India market in terms of short term as well as long term basis.

 Good evening, ladies and gentlemen, it is my pleasure to welcome you all to the 14th Annual General Meeting of Sintercom India Limited. When I addressed you last year I was hoping that I would be able to meet many of you in person for this AGM. The continuous impact of the 2nd wave and the possibility of the 3rd wave indeed called for caution. With the vaccination drive gaining momentum let’s hope that full normalcy gets restored in this year and we would be able to meet in person very soon. The financial year 2020-2021 witnessed a lot of unexpected situations and circumstances caused by the Covid 19 pandemic. It has affected business and the way we conducted our normal lives. The year witnessed a focus on health infrastructure and sustaining the economy of the country. I am happy to inform you that your company took all the precautionary measures to ensure health and the safety of employees and workers. This helped in running the business to a normalcy in this pandemic situation. As I reflect on the period since last AGM there are a few things that stand out clearly as far as Sintercom is concerned. The company bounced back quickly, adjusted to the new reality, reorganized its operation to manage a new uncertainty and managed the demand and has seen a V shape recovery in the sector. The company ventured into new product segment with the new customers thus diversifying the business portfolio. The company managed a cash flow exceptionally well and secured the balance sheet. The Covid protocol practice was best in class by providing personal protection to our employees and business associates we could assure customer safety. The employee morale was high and filled with enthusiasm and sense of challenge and responsibility. They displayed and continue to display resilience and a great sense of optimism. As in the past, the Company reinvented itself once again and has emerged strong and successful in such trying circumstances and has led to a high level of confidence. The pandemic left its mark on 2020-21 financial year of our company. Our business performed in the year gone by is also reflection of that innate resilience and adaptability. Thanks to the resilience of the organization, the impact of this destruction was limited only to the first quarter. Thereafter we were able to recover some of the last ground owing to a strong economy recovery and recorded revenue of 472 million in 2021, which in spite of losing ¼ of the year was only about 11% less than 2019-20. The strong recovery was largely due to the pent-up demand, buoyed by the festival season as well as several other factors like recovery in infrastructure segment that helped boost up the demand of medium and heavy commercial vehicle, liquidity in the rural and semi-urban market. And most importantly the rise in preference of personal mobility in urban centers. We reported EBITDA margin of 7% for the full year. However, our EBITDA for Q4 was 15% owing to our internal initiative focus on a cost reduction across every aspect of the business and high utilization of our equipment due to strong demand. Further during the year, the company completed a raising of the fund on a preferential private placement basis in the form of equity share and compulsory convertible debenture from one of its

promoters, Miba Sinter Holding GmbH & Company, for aggregate amount of approximately 222 million. After taking the necessary approval from the board, shareholders and other regulatory bodies, we expect to draw on the experience, an expertise of Miba Sinter to bring in a new technology and business opportunity to Sintercom and further its efforts of creating value for its shareholders. Miba is supporting us to identify the value creation opportunity, long term strategy to build and create a long-term sustainability value. Their investment in the company will only enhance their commitment to help and support Sintercom in their endeavor. We are moving in the right direction of diversification of different segments. I am proud to inform you that Sintercom won business in the field of industrial goods and we see good opportunity in the segment. This is the first time we are venturing into an industrial goods segment. And there are plenty of opportunity locally as well as globally to pursue in the segment. We have won additional business of off-road equipment and commercial segment and are making good progress in this segment. Further our effort in exploring various global opportunities is heading in positive direction which will offer significant growth for our existing product range with its inherent competitiveness advantage versus traditional offerings. The overall demand of auto sector remains strong amidst the uncertainty surrounding the Covid third wave further. Global semi conductor shortages further affected the supply chain of OEM. As we are witnessing the shortages of the chip leading to a production cut by all the OEM during the quarter. We expect the gap between the supply and the demand for vehicles to widen leading to a longer waiting time for the vehicles. These shortages are likely to keep the demand muted during the quarter. Further we have successfully commissioned the gear rolling line first in India, with this technology being developed in India we expect there will be surge in the new opportunity for development and conversion of various gear, including the gear for planetary gear box of EV segment. Since there is a mandate for emission reduction, fuel efficiency, noise level reduction with a BS6 implementation CAFE2 norm, we are certain that these gears will bring a new prospect for the various developments in the sector. Also, with this milestone we are now well positioned to bring in a more new revolutionary technology that will only result in a growth and value to the shareholders. I sincerely thank the Chairman and the board members for their astute guidance and encouragement during this tough time. Additionally, I take this opportunity to thank our shareholders for their continuous support. Lastly, I would like to specially thank all the employees for their exemplary efforts during the year to ensure the business continuity despite seemingly impossible situations. We stand firm in our commitment to achieve a sustainable growth and deliver a value to all our shareholders. Let’s continue to work towards creating a more successful Sintercom. Thank you.

Ms. Anuja Joshi - Company Secretary & Compliance Officer, Sintercom India Limited:  Thank you, Sir. Gentle reminder for all the participants. In case of any questions, they may ask the questions via chat box. We will try to answer the same before the conclusion of the meeting.  Now, let me take you through the agenda of the AGM. There are 5 items for the shareholders’ approval today.  First, Adoption of audited financial statement of the company for the financial year ended 31st March, 2021, together with the report of Board of Directors and auditors thereon, to be passed as ordinary resolution.  Second, Appoint Mr. Hari Nair, who retires by rotation as a director and being eligible offers himself for the reappointment to be passed as ordinary resolution.  Third, Appointment of Mr. Bernd Badurek as non-executive, non-independent director of the company, to be passed as ordinary resolution.  Fourth, Approve the remuneration of Mr. Jignesh Raval, Managing Director of the company to be passed as special resolution.  Fifth, take on record the corrigendum of the EGM notice dated 2nd March, 2021 and special resolution approved at the first EGM held on 24th February, 2021 to be passed as special resolution.  The objectives and the implications of the resolution proposed at the AGM are already set out in the notice of the AGM and explanatory statement and for the sake of gravity are not being repeated. The results of e-voting of the 5 agenda items along with the scrutinizer’s report shall be communicated to NSE where the equity shares of the company are listed and will also be placed on the company’s website, and also on the website of NSDL within 48 hours of conclusion of the meeting. Mr. Sunil Nanal, partner, Kanj & Company LLP, Practicing Company Secretary, has been appointed as a scrutinizer to scrutinize e-voting process in fair and transparent manner. We have received request from Mr. Santosh Saraf, shareholder to register himself as a speaker today. We request him to speak. Please unmute. Mr. Santosh Kumar Saraf – Shareholder:  One minute.

Ms. Anuja Joshi - Company Secretary & Compliance Officer, Sintercom India Limited:  Yes, sir. Mr. Santosh Kumar Saraf – Shareholder:  Respected Chairman and board members and my fellow shareholders. My name is Santosh Kumar Saraf. I am from Calcutta. Namaskar. Hope all our directors and their family, all our key personnel and stakeholders are safe and in good health. I express my condolence to those people who left us in the Covid pandemic time. They may be our staff, they may be our loved ones. I give condolence to them. I pray to God to give them peace and also pray to God to help their families to come out from this grief and hard time.  Sir, your presentation is nice and very good. But I have some queries. Because I think this is the second time we are attending the video conference. Last year was the first meeting first year after listing. We are in the automotive industry, sir. I want to know what is our capex plans for next. And next time electric vehicles are coming, so, what is the policy, what will be the components we are ready, we are making for those. Also, sir, tell me about the drone policy. The government drone policy, how will we benefit? And have you any plan to make components for drones. Also, I want to know what steps you have taken for rain or water harvesting and what is our present capacity for rain water harvesting to reduce fresh water use. Next what is the capacity and what is the step taken for renewable energy green sources like wind power and solar power panel on the rooftops of our factory and our building. And what is the production capacity at present. Also what steps you have taken to reduce single use plastic in our company. You told all our employees are vaccinated with their families, for this I thank the board for doing this. Next, I want to know what steps you have taken to increase female employees in our company. I think we have to look to empower more and more females in our society. If they are empowered the country will grow and our society will grow and our home life will also grow. And I think women are more capable now, they are winning medals in the Olympics, para-Olympics so many times. I request you to give jobs to women and in the Indian language we call them as Laxmi. If we give jobs to Laxmi, then Laxmi will come to our company. And also I request you to give the jobs to disabled employees, if we have any place in our company because they are also capable to get a chance. Last I have nothing to say what is our dividend policy, can you tell me. And at last I request and wish to God for your good health, and good health for all our directors and their families and all our stakeholders. And also I pray to god, the financial year 2021 brings wellness, happiness and prosperous life and safety for all of us.

 And I will request Anuja madam, the link which you sent is in the calendar format. My son managed to extract it from calendar format. Whenever you send, please send it in general format. We are not IT expert. We are not IT experts. We are not a master on the mobile. So, next time you send the link in normal format. If you send it in calendar format, this is my son, who helped me to open the link. So, next time, I request, Anuja madam, send in general thing so, we can get it. Otherwise, if my son is not present, I am unable to attend your meeting. So, next I request Anuja madam with folded hands and when you smile many stars shine. I am grateful to you and you have answered my questions earlier only so, I will not ask any questions. Thanks for that. I will pray for you, Anuja madam. May God give you long life and give you a good position in your career. Thank you. Mr. Jignesh Raval – Managing Director, Sintercom India Limited:  Thank you, Santosh sir, for joining this AGM of Sintercom. Whatever questions you have asked, we will try our level best to answer most of the questions. But some of the questions I will address in this forum also. Regarding capex, if you have heard of our February Extraordinary General Body meeting when we invested, where we have declared that we have kept 90 million Indian rupees separately for capex based on the order book. So already there is a capex plan already in place. As you have heard from Mr. Bernd Badurek from Miba regarding the electrical vehicles, already Miba is working on a lot of technology developing the component for electric motor as well as for planetary gear box which will eventually be used for the PV vehicles and on the two wheeler also some gears also we will require. Why we went ahead and installed the rolling line from that angle that we are ready and equipped for future demand of electrical vehicles. So answering to your question, yes, it is already in our strategy we are working on that and we have a technology partner sitting with us to address that requirement for future. So we are ready for that, fully geared up to order or take the opportunity for the Indian market for the EV vehicles. Answering to your in terms of women employment, more than 30% staff today is women, and you will be surprised in your company the final inspection, the product which goes to the customer are 100% inspected by all the women, the men don’t check, you are welcome to see this whenever you are coming to Poona we will welcome you to see how we are checking the parts and how we have women who are engaged in the work.  One question which you have not addressed but I will address it regarding Atma Nirbhar Bharat which our Modi saab has a vision. Sir, your company in 2020 we got the best award from Indian government for local Make in India product for the scissor gear. We are already on that track and we have couple of new product range which will be introduced next year and year after which will be replacing

the localization so they are currently importing and we will localize those products and supply to OEM. So that already we have a strategy, some we have already achieved and some are in the pipeline to be achieved.  Cost reduction, sir, during Covid I can proudly say that we have not fired any employee of Sintercom, on other side myself and my team has accepted and taken a reduction in the salary to make sure the company should go well. So we have not reduced any manpower, on other side we have really protected them with insurance as well as we did free vaccination for their families as well as surrounding area. So your company has very well taken care of the employees’ safety first.  I think so coming to renewable energy, your question, sir, 70% of my power is solar power we are currently using, so we are only using 30% power so Sintercom overall saves 64000 tons of coal today and uses solar power to produce our parts. So we are already on that, sir. I hope that is answering most of your questions, sir. Mr. Santosh Saraf – Shareholder:  Sir, I thank you because I forgot that you have fulfilled our Indian dream, Atma Nirbhar Bharat and I pray to God that you should go ahead in this way and make India proud and my prayers are with you and with you all. I am happy that you are such a company that will make the country proud and you mentioned Modiji, Modiji wants India to be self-dependent and I have the same wish. I forgot about it, and I am very thankful that you mentioned it. I wish that you have a long life and that the company progresses under your leadership. And I have one request that please don't keep a physical meeting, let it be video meeting so that I can express my views from Calcutta. And if there is going to be a physical meeting then please arrange for a separate video conference for 15 to 20 minutes for shareholders like us as when you are available, please inform us and we will definitely join that meeting. Thank you. Mr. Jignesh Raval – Managing Director, Sintercom India Limited:  Thank you, sir. Yeah, Anuja go ahead. Ms. Anuja Joshi - Company Secretary & Compliance Officer, Sintercom India Limited:  We hope, sir that we have answered your questions to your satisfaction, if there are any further questions you may email us at sintercom.co.in. We will wait for a minute to check if there are any further questions.