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Pix Transmissions Ltd.

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Annual Report

For Year :
2019 2018 2016 2015 2014 2013 2012 2011 2010

Director’s Report

Dear Members,

The Directors are pleased to present the Thirty Seventh Annual Report and the Audited Statement of Accounts for the year ended 31st March 2019, together with notice of Annual General Meeting.

FINANCIALRESULTS

Given below is the financial performance of the Audited Accounts for the year ended 31st March 2019:

(Rs. in lacs)

Particulars

As on 31.03.19

As on 31.03.18

Sales (Net-excise)

29017.00

25088.00

Other income

709.00

539.00

29726.00

25627.00

Profit before Dep. &

6385.00

5872.00

finance cost

Less: Depreciation

1523.00

1353.00

Less: Finance cost

1109.00

1267.00

Profit before tax

3753.00

3252.00

Exceptional items

-

-

Less: Provision for taxation

a) Current year

990.00

920.00

b) Deferred tax liability

-93.00

185.00

2856.00

2147.00

Less:

Equity dividend-

340.00

0.00

Tax on dividend

69.00

0.00

Total dividend

409.00

0.00

Balance profit after

2447.00

2147.00

appropriation

SUBSIDIARIES:

1. PIX Middle East FZC, UAE

PIX Middle East FZC incorporated to carry on business of PIX Products in the market of Middle East Countries.

2. PIX Transmissions Europe Limited, U.K.

PIX Transmissions Europe Limited incorporated to carry on business of PIX Products and other products in the market of European countries.

FELLOW SUBSIDIARIES:

1. PIX Middle East Trading LLC, UAE

PIX Middle East Trading LLC, UAE is subsidiary of PIX Middle East FZC established to carry on business of PIX Products in the market of Middle East Countries.

2. PIX Germany GmbH, Germany

PIX Germany GmbH, Germany is subsidiary of PIX Transmissions Europe Limited incorporated to carry on business of PIX Products and other products in the market of European Countries.

As required under the listing Agreement entered into with stock exchange, consolidated financial statement of the company and all its subsidiaries is attached. The consolidated financial statement has been prepared in accordance with Accounting Standard (AS)-21 on Consolidated Financial Statements.

A statement containing brief financial details of the company’s subsidiaries for the financial year ended 31st March 2019 is included in the Annual Report and shown as ANNEXURE 1. The annual account of these subsidiaries will be available for inspection of members at the registered office of the company.

DIVIDEND ON EQUITY SHARE:

The Board recommends a dividend Rs 2.75 per equity share of face value of Rs 10/-each on the subscribed Capital of the company for the financial year 2018-19 subject to approval of the shareholders.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, The Board of Directors report that:

I) In the preparation of the annual accounts for the year ended March, 31, 2019, the applicable Accounting Standards read with requirements set out under Schedule III of the Act, have been followed and there are no material departures from the same;

ii)Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March, 31 2019 and of the Profit or Loss Account for the year ended on that date.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis;

v) The Directors have laid down internal financial control to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee the board is of the opinion that the company’s internal financial controls were adequate and effective during the financial year 2018-19.

PUBLICDEPOSITS

The Company has not invited and accepted deposits from the public during the financial year ended 31st March 2019.

INSURANCE

The assets of the Company are adequately insured against the risk of fire and other risks.

PARTICULARS OF EMPLOYEES

Under the provision of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 read with Companies (Particulars of Employees) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in the Annual Report as shown as ANNEXURE 2.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In pursuance to the provisions of Act and Articles of Association of the company Mr. Amarpal Sethi, Mr. Rishipal Sethi and Mr. Karanpal Sethi retire by rotation and being eligible offer themselves for re-appointment.

During the year under review board has reappointed Mr. Mohammad Adil Ansari, Mr. Haresh Eidnani, Mr. Pradeep Havnur, Mr. Prakashchand Khasgiwala, Mr. Nigel Savio Lobo as Independent Non-Executive Director of the company for a period of 5 years subject to the approval of the members.

During the year Mr. Jose Jacob was appointed as an additional Director with effect from 8th February 2019 to hold office upto the date of next Annual General Meeting of the company. Being eligible he offers himself for appointment as an Independent Non-Executive Director for a period of 5 years commencing from 37thAnnual General Meeting subject to the approval of the members.

During the year Dr. Manoj Mohan Sajnani, Independent Non-Executive Director has resigned from the Board due to pre-occupation. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Dr. Manoj Mohan Sajnani towards growth and development of the company during his tenure as Director.

The notice convening the AGM includes the proposal for appointment and re-appointment of Directors.

The company has received declaration from all the independent directors confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 Listing Agreement with the Stock Exchange.

The company has devised a policy for the performance evaluation of independent directors, Board committees and other individual directors which include criteria for performance evaluation of non-executive directors and executive directors. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report.

MEETING OF THE BOARD

During the year under review Four Board Meetings were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. For further details please refer to Corporate Governance Report attached to this Annual Report.

AUDITCOMMITTEE

The Audit committee comprises Independent Directors namely Mr. Mohammed Adil Ansari (Chairman), Mr. Haresh Eidnani, Mr. Pradeep Havnur and Mr. Amarpal Sethi (Executive Director) as other members. All the recommendations made by the Audit Committee were accepted by the Board.

VIGILMECHANISM

The vigil mechanism of the company, which also incorporates a whistle blower policy in terms of the of SEBI (LODR), Regulations, 2015, includes an ethics and Compliance Task Force comprising of senior executives of the company. It deals with instance of fraud and mismanagement, if any in the company. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The whistle blower Policy ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of the Directors namely, Mr. Pradeep Havnur (Chairman), Dr. Aqueel Ahmed Mulla and Mr. Haresh Eidnani as other members of the committee.

This committee recommends and reviews the appointment and remuneration of Directors. It has adopted a policy which deals with the appointment and remuneration of directors and key managerial persons. The adopted policy decides about the manner of selection of executive directors, key managerial persons, and independent directors. The policy also decides about the criteria to be followed for recommending the remuneration of directors and key managerial persons.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provision of Act and the Corporate Governance requirement as prescribed by Securities and Exchange Board of India (SEBI) under Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015. The performance of Board was evaluated by the Board after seeking inputs from all directors on the basis of criteria such as Board Composition & Structure, Effectiveness of Board Process, Information, and functioning, etc.

In a separate meeting of Independent directors’ performance of Executive Directors, performance of the Board as whole and performance of Chairman was evaluated, taking into account the views of executive directors and non-executive Directors.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATEDPARTYTRANSACTION

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The particulars of such related party transactions are annexed herewith as Annexure-3.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee consisting of Mr. Rishipal Sethi (Chairman) and Mr. Joe Paul (Whole-time Director) and Dr. Aqueel A Mulla (Independent Director) as other members of the committee.

The Company has undertaken CSR initiatives in areas of Education and Health which are projects in accordance with Schedule VII of the Companies Act, 2013.

A detailed report on CSR activities undertaken during the financial year 2018-19 is enclosed as ANNEXURE-4.

The CSR Policy recommended by CSR committee and approved by the Board has been uploaded on the website of the Company at www.pixtrans.com.

EXTRACT OFANNUAL RETURN

As provided under Section 92(3) of the act, the extract of annual return in the prescribed Form MGT-9 has been uploaded on the website of the company at www.pixtrans.com.

STATUTORY AUDITOR

Under Section 139 of the Companies Act, 2013, M/S B L. Ajmera & Co, Chartered Accountants, Jaipur (Firm Registration No. 001100C) had been appointed as the statutory auditors of the Company for the period of five years from the conclusion of the 35th Annual General Meeting of the Company held on September27, 2017, till the conclusion of the 40th Annual General Meeting to be held in the year 2022.

AUDITORS’ REPORT

There are no qualifications, observations or adverse remarks in the Audit Report issued by the Statutory Auditors of the company for the financial year ended March 31,2019.The notes forming part of the accounts are self explanatory and do not call for any further clarifications.

COST AUDITOR

Pursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules 2014, the Board of Directors on recommendation of Audit Committee has appointed M/s. Manisha & Associates, Cost Accountants, as cost auditors of the Company to carry out the audit of cost accounting records for the financial year 2019-20. Proposal for ratification of remuneration of the Cost Auditor is placed before the shareholders.

REPORTONINTERNALFINANCIALCONTROL

The report on Internal Financial Control as required under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 has been attached along with Auditor’s Report.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s S.D Bargir & Co, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report submitted by the Secretarial Auditors is enclosed herewith as a part of this report and shown as ANNEXURE-5

RISK MANAGEMENT

The Board of Directors of the company has formed a Risk Management Committee to frame, implement and monitor the Risk Management Plan for the company. The committee is responsible for reviewing the Risk Management Plan and ensuring its effectiveness. The Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating action on a continuing basis. The development and implementation of Risk Management Policy has been covered in the Management Discussions and Analysis, which forms part of this report.

REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

1.4 Waste heat recovery systems have been introduced in pot and press section. The waste heat is utilized for pre-heating of boiler feed water.

1.5 Reuse of condensate has reduced the consumption of fuel.

(Rs. in lacs)

Name

Remuneration paid FY 2018-19

Remuneration paid FY: 2017-18

Increase in remuneration from previous year

Ratio/Times per Median of employee remuneration

1. Amarpal Sethi

138.00

120.00

18.00

35

2. Sonepal Sethi

131.00

114.00

17.00

33

3. Rishipal Sethi

131.00

114.00

17.00

33

4. Sukhpal Singh Sethi

131.00

114.00

17.00

33

5. Karanpal Sethi

126.00

109.00

17.00

32

6. Joe Paul

81.00

74.00

7.00

21

7. Shirley Paul

80.00

74.00

6.00

21

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Conservation of energy:

Company is always looking towards every step in the direction of conservation of energy. Supply of better quality water and reduction of consumption of water, steam, fuel and electricity have improved consumption ratio with respect to per ton of finished product, thereby conserving energy.

The Major sources of energy in the company are:

1. Fuel/Steam

2. Electricity

3. Water

1.0 Conservation of steam

1.1 Fuel change from furnace oil to Biomass briquette by replacing the steam boilers from furnace oil fired Boiler to solid fuel Boiler has reduced the consumption of fuel.

1.2 Automation of the belt curing pots has optimized the steam utilization, controlled on steam wastage which has resulted to saving of steam consumption.

1.3 Use of solid fuel adhesive has reduced the consumption of Biomass briquette fuel.

1.6 Heating of water by using flash steam in process area has reduced the steam consumption.

1.7 Reduction in fuel consumption by use of good quality water for boiler feed & regular cleaning& maintenance of boilers.

1.8 Optimum utilization of steam, control on wastage & leakages of steam and maintaining proper insulation has contributed to saving of steam consumption.

2.0 Conservation of electricity

2.1 Old reciprocating type air compressors/chilling plants and old process machineries has been replaced by energy efficient screw type air compressors/chilling plants and new automated process machineries which has reduced electricity consumption significantly.

2.2 Optimum utilization of compressed air & chilled water, control on wastage & leakages and maintaining proper insulation has contributed to saving of compressed air & chilled water, which has resulted to saving of electricity.

3.0Conservationof water

3.1 By setting up a new sewage treatment plant & new effluent treatment plant, treated water is used for gardening, floor washing, toilets etc which resulted in reduction of fresh water consumption.

3.2 Installation of cooling towers for re-circulation of water used for machines cooling, conserve the ample quantity of fresh water.

3.3 Use of reverse osmosis plant & water softening plant for treating of raw water, helps to reduce feed water consumption in boiler, increases the life of process machineries and provide good quality of drinking water.

3.4 Collection of maximum amount of steam condensate, reduce the feed water consumption in Boilers.

3.5 Company is introducing rain water harvesting systems which will help to retain the rainwater in our area and conserve the water.

As a result to above energy conservation measures; Cost of fuel, Electricity and water per ton of goods production has reduced considerably and made consequent impact on the cost of finished goods.

The disclosure of particulars with respect to conservation of energy is attached to the Directors’ Report.

A. Technology absorption

Efforts made in technological absorption were carried out by the company. After total introduction of new products the same will be absorbed and maintained for higher productivity and better quality.

B. Foreign exchange earnings & outgo

Particulars regarding foreign exchange earnings and outgo are presented in notes of the Audited Account. The Company has retained its status as net foreign exchange earner. The particulars of conservation of energy, technology absorption and foreign exchange and outgo as required under the Companies (Accounts) Rules, 2014 is given in the annexure to this report and shown as ANNEXURE-6

Environmental Policy

The Company follows environment policy of sustainable growth with minimum pollution and taking green initiatives to improve environment in all its production processes.

Design & Development/testing Laboratory “Research is to see what everybody else has seen, and to think what nobody else has thought”

The strength of the company lies in the introduction of new products through robust design, development, testing and introduction.

The Design & Development department is responsible for development of new product as per customer need and expectation & market requirement. Product development, also called new product management, is a series of steps that includes the conceptualization, design, development and marketing of newly created or newly rebranded goods or services. The objective of product development is to cultivate, maintain and increase a company’s market share by satisfying the consumer demand.

The Company has State of the Art facilities capable for validating and verifying the entire product range of Belts and Allied Products that the organization has in its range and proposes to innovate.

Sexual Harassment of Women at Workplace;

During the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgment

The Directors wish to place on record their appreciation towards all associates including Customers, Collaborators, Government Agencies, Financial Institutions, Bankers, Suppliers, Shareholders, Employees and others who have reposed their confidence in the Company.

For and on behalf of the Board of Directors

Amarpal Sethi

Chairman and Managing Director

Place: Mumbai

Date: 03.05.2019

Director’s Report