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Directors Report of Pix Transmissions Ltd.

Mar 31, 2016

The directors are pleased to present the Thirty Fourth Annual Report and the Audited Statement of Accounts for the year ended 31st March 2016, together with notice of Annual General Meeting.

Financial Results

Given below is the financial performance of the Audited Accounts for the year ended 31st March 2016:

(Rs. in lacs)

Particulars

As on

As on

31.03.16

31.03.15

Sales (Net - Excise)

21775.68

20363.30

Other income

318.14

262.01

22093.82

20625.32

Profit before Depreciation

1872.34

1792.36

Less: Depreciation

1202.75

1189.93

Profit before tax after depreciation

669.59

602.43

Exceptional Items

Less : Provision for taxation)

Current year

215.00

125.00

b) Deferred Tax Liability

88.55

132.54

ss :

366.03

344.89

Equity Dividend including Proposed Dividend

204.38

136.25

Tax on Dividend

41.61

26.00

Total Dividend

245.99

162.26

Balance Profit after appropriation

120.05

182.63

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, UK;

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 read with AS-27 on Financial Reporting of Interest in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

A statement containing brief financial details of the company''s subsidiaries for the financial year ended 31st March 2016 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 of Directors at their meeting held on 18th March, 2016 has recommended and paid interim dividend of Rs.1.00 per equity share of Face Value of Rs.10 each, for the financial year ended 31st March, 2016. The Board recommends further dividend Re. 0.50 per equity share of face value of Rs.10/- each making the total dividend @15% for the year 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 March, 31, 2016, 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 2016 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 2015-16.

Public Deposits

The Company has not invited and accepted deposits from the public during the financial year ended 31st March 2016.

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. Sukhpal Singh Sethi, Mr. Sonepal Sethi and Mr. Joe Paul retire by rotation and being eligible offer themselves for re-appointment.

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 nine 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.

Audit Committee

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.

Vigil Mechanism

The vigil mechanism of the company, which also incorporates a whistle blower policy in terms of the Listing Agreement, 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), and Mr. Aqueel Ahmed Mulla, 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

Related Party Transaction

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 Mr. Aqueel A Mulla (Independent Director) as other members of the committee. The CSR Committee of the Board has developed a CSR Policy under education activity which is enclosed as part of this report ANNEXURE - 4. Additionally, the CSR Policy has been uploaded on the website of the Company at www.pixtrans.com. Out of prescribed 2% CSR expenditure of Rs.9.37 lacs the company has spent Rs.5.08 Lacs on blind education, and balance amount of Rs.4.29 Lacs will be spent through agency for cataract operation under head differently-able and livelihood enhancement projects

Extract of Annual Return

As provided under Section 92(3) of the act, the extract of annual report is given in the ANNEXURE 5 in the prescribed Form MGT-9, which forms part of this report.

Auditor

M/s S. C. Bandi & Co. Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Members are requested to re-appoint the statutory auditors.

Auditors’ Report

The notes forming part of the accounts are self-explanatory and do not call for any further clarifications.

Cost Auditor

As per the requirements of Central Government your Directors have 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 2016-17.

Report on Internal Financial Control

The report on Internal Financial Control as required under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 effective from 31st March, 2016 has been attached along with Auditor''s Report has been attached.

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 2016-17. The Secretarial Audit Report submitted by the Secretarial Auditors is enclosed herewith as a part of this report and shown as ANNEXURE - 6

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 Audit 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 of 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:

Rs. in Lacs

S N

Name & Designation

Remun

eration

paid

FY2015-16

Remun

eration

paid

FY2014-15

Increase in remuneration from previous year

Ratio/

Times per

Median of

employee

remun

eration

1

Amarpal Sethi

86.25

79.50

6.75

31.00

2

Sonepal Sethi

81.75

75.00

6.75

29.38

3

Rishipal Sethi

81.75

75.00

6.75

29.38

4

Sukhpal Singh Sethi

81.75

75.00

6.75

29.38

5

Karanpal Sethi

78.00

71.25

6.75

28.03

6

Joe Paul

44.16

41.54

2.62

15.87

7

Shirley Paul

46.88

41.37

5.51

16.85

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:

1.0 Fuel /Steam

2.0 Electricity

3.0 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.

1.4 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.

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.

3.0 Conservation of 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.

3.2 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 Schedule 44,45 and 46 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 7

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

The strength of the company lies in the introduction of new products through robust design, development, testing and introduction. The design and development activity of the company is carried out using the best resources and facility

The company has at its disposal a rich talent pool of technical manpower from Rubber Technology, Mechanical Engineering, Computer engineering and Material Procurement who design and develop the product and process.

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.

The Company has foot prints in the global market place by setting the pace for reduced innovation cycle time for turning around a product. All Design and Development outputs are reviewed at regular intervals by the Top Management.

Management Discussion and Analysis Report

As required under Regulation 17 to 27 of the SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.

Corporate Governance and Shareholders Information

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 17 to 27 of the Listing Regulations. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. S.C Bandi & Co, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Regulation 17 to 27 of the Listing Regulation is included as a part of this report.

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.

Acknowledgement

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:28.05.2016


Mar 31, 2015

Dear Members,

The directors are pleased to present the THIRTY THIRD ANNUAL REPORT and the Audited Statement of Accounts for the year ended 31st March 2015, together with notice of Annual General Meeting.

Financial Results

Given below is the financial performance of the Audited Accounts for the year ended 31st March 2015:

(Rs. in lacs)

As on As on Particulars 31.03.2015 31.03.2014

Sales (Net - Excise) 20303.35 19,392.38

Other income 262.01 366.98

20565.37 19,759.36

Profit before Depreciation 1792.36 1,972.17

Depreciation 1189.93 1,304.75

Profit before tax after depreciation 602.43 667.42

Exceptional Items - - Less : Provision for taxation

a) Current year 125.00 280.00

b) Deferred Tax Liability 132.54 (376.01)

344.89 763.43

ss :

Equity Dividend including Proposed Dividend 136.25 204.38

Preference Dividend - 35.28

Tax on Dividend 26.00 40.51

Total Dividend 162.26 280.17

Balance Profit after appropriation 182.63 483.26

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, UK;

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 read with AS-27 on Financial Reporting of Interest in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

A statement containing brief financial details of the company's subsidiaries for the financial year ended 31st March 2015 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 of Directors at their meeting held on 29th of May, 2015 has recommended final dividend of 1.00 per equity share of Face Value of ' 10 each, for the financial year ended 31st March, 2015, 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 March, 31, 2015, 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 2015 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 system 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 2014-15.

Public Deposits

The Company has not invited and accepted deposits from the public during the financial year ended 31st March 2015.

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 are 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 Mr. Mohammed Adil Ansari, Mr. Nigel Savio Lobo, Mr. Prakash Chand Khasgiwala and Dr. Manoj Mohan Sajnani were appointed as independent directors of the company.

During the year Mr. Aqueel Ahmed Mulla was appointed as an Additional Director effective from 1st March, 2015 to hold office upto the date of next Annual General Meeting of the company. Being eligible he offers himself for appointment as an independent Director.

During the year two independent directors namely Mr. Jose Jacob and Mr. Om Prakash Arora have resigned from the Board due to ill health and pre-occupation respectively. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Mr. Jose Jacob and Mr. Om Prakash Arora towards growth and development of the company during their tenure as 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 Clause 49 of the 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.

During the year under review ten 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.

Audit Committee

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

Vigil Mechanism

The vigil mechanism of the company, which also incorporates a whistle blower policy in terms of the Listing Agreement, 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), and Mr. 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 Director have 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 clause 49 of listing Agreement. 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 Proces, Information, and functioning, etc.

In a separate meeting of Independent directors' performance of Non-Independent 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

Related Party Transaction

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 consist of Mr. Rishipal Sethi (Chairman) and Mr. Joe Paul (Whole-time Director) and Mr. Aqueel A Mulla as other members of the committee. The CSR Committee of the Board has developed a CSR Policy under education activity which is enclosed as part of this report ANNEXURE - 4. Additionally, the CSR Policy has been uploaded on the website of the Company at www.pixtrans.com

Extract of Annual Return

As provided under Section 92(3) of the act, the extract of annual return is given in the ANNEXURE 5 in the prescribed Form MGT-9, which forms part of this report.

Auditor

M/s S. C. Bandi & Co. Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Members are requested to re-appoint the statutory auditors.

Auditors' Report

The notes forming part of the accounts are self- explanatory and do not call for any further clarifications.

Cost Auditor

As per the requirements of Central Government your Directors have 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 2014-15.

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 2014-15. The Secretarial Audit Report submitted by the Secretarial Auditors is enclosed herewith as a part of this report and shown as ANNEXURE - 6

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 Audit 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 of 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:

Name Remun- Remun- Increase Ratio/Times Sr- & eration eration in remun- per Median No. Designation paid FY paid FY eration of employee 2014-15 2013-14 from remun- previous eration year

1 Amarpal Sethi 79.50 72.00 7.50 38.15

2 Sonepal Sethi 75.00 67.50 7.50 35.99

3 Rishipal Sethi 75.00 67.50 7.50 35.99

4 Sukhpal Singh 75.00 67.50 7.50 35.99 Sethi

5 Karanpal Sethi 71.25 30.50 40.75 34.19

6 Joe Paul 41.54 34.26 7.28 19.93

7 Shirley Paul 41.37 31.53 9.84 19.85

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:

1.0 Fuel /Steam

2.0 Electricity

3.0 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.

1.4 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.

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.

3.0 Conservation of 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.

3.2 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 Schedule 44 & 45 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 7

Environmental Policy

The Company is committed to follow systematic approach to achieve continual improvement in environmental performance by strengthening the greening of supply chain, occupational health & safety while complying with all applicable legal, safety legislation and other requirements.

Design & Development /testing Laboratory

The strength of the company lies in the introduction of new products through robust design, development, testing and introduction. The design and development activity of the company is carried out using the best resources and facility

The company has at its disposal a rich talent pool of technical manpower from Rubber Technology, Mechanical Engineering, Computer engineering and Material Procurement who design and develop the product and process.

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.

The Company has foot prints in the global market place by setting the pace for reduced innovation cycle time for turning around a product. All Design and Development outputs are reviewed at regular intervals by the Top Management.

Management Discussion and Analysis Report

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

Corporate Governance and Shareholders Information

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. S.C Bandi & Co, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

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.

Acknowledgement

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

Karanpal Sethi Sonepal Sethi Director Joint Managing Director

Place: Mumbai Dated: 29.05.2015


Mar 31, 2014

Dear Members,

The directors are pleased to present the THIRTY SECOND ANNUAL REPORT and the Audited Statement of Accounts for the year ended 31st March 2014, together with notice of Annual General Meeting.

Financial Results

Given below is the financial performance of the Audited Accounts for the year ended 31st March 2014:

(Rs. in lacs)

As on As on Particulars 31.03.2014 31.03.2013

Sales (Net - Excise) 19,392.38 23,209.19

Other income 36 6.98 561.09

19,759.36 23,770.28

Profit before Depreciation 1,972.17 2,444.35

Depreciation 1,304.75 1,328.19

Profit before tax after depreciation 667.42 1,116.16

Exceptional Items - 13,396.19

Less : Provision for taxation

a) Current year 280.00 3,700.00

b) Deferred Tax Liability (376.01) 158.11

763.43 10,654.24

Less :

Equity Dividend including Proposed Dividend 204.38 613.13

Preference Dividend 35.28 261.83

Tax on Dividend 40.51 141.94

Total Dividend 280.17 1016.90

Total 483.26 9637.34

Balance of Profit Brought down 10,475.48 838.14

Amount available for Appropriation 10,958.74 10,475.48

& carried to Balance Sheet

The Company''s Sales & Income during the Financial Year 2013-14 computed of the following:

(Rs. in lacs)

Current Previous

S.No. Particulars Year Year

I Beits 18,425 19,693

2. Hoses - 2,017

3. End Fittings - 160

4. Other items - 31

15,768 21,901

Subsidiaries:

1. PIX Middle East FZC, UAE.

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

2. PIX Transmissions Europe Limited, UK;

PIX Transmissions Europe Limited promoted to carrying 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 promoted 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 promoted to carrying on business of PIX Products and other products in the market of European Countries.

Joint Venture;

1. PIX QCS Limited, Ireland - Joint Venture

PIX QCS Limited promoted to carrying on business of PIX Products and other products in the market of Ireland.

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 the relevant Accounting Standards as prescribe under section 211 (3C) of the Companies Act,1956. The consolidated financial statements disclosed the assets, liabilities, income, expenses and other details of the company and its subsidiaries.

Pursuant to provision of section 2121(8) of the Companies Act 1956, Ministry of Corporate Affairs vide its circular dated 8th February 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the company. A statement containing brief financial details of the company''s subsidiaries for the financial year ended 31st March 2014 included in the Annual Report. The annual account of these said subsidiaries will be available for inspection of members at the registered office of the company.

DISINVESTMENT OF PIX EUROPE LIMITED:

The company has disinvested existing shareholding of 50% in the Joint Venture with PIX Europe Ltd. with effect from 30.09.2013.

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Certificate on Corporate Governance are annexed to this report.

Redemption of Redeemable Cumulative Preference Shares

During the year the company has redeemed 469,610 6% redeemable cumulative preference share of Rs. 100 each at par. In terms of section 80(1) (d) of the Companies Act, 1956 a sum of Rs. 46,961,000 has been transferred to Capital Redemption Reserve Account.

Dividend on Equity Share and Preference Shares:

The Board of Directors at their meeting held on 30th of May, 2014 has recommended final dividend of Rs. 1.50 per equity share of Face Value of Rs. 10 each, for the financial year ended 31st March, 2014, subject to approval of the Shareholders. An accumulated preference dividend of Rs. 35,28,477 on redemption of 469,610 6% redeemable cumulative preference share of Rs. 100 each is also paid.

Directors'' Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, The Board of Directors report that:

I) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, and there are no material departures.

ii) Accounting Policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the statement of affairs of the company at the end of the financial year and of the Profit or Loss of the company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

Public Deposits

The Company has not invited and accepted deposits from the public during the financial year ended 31st March 2014.

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 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are to be set out in the Annexure to the Directors'' Report. However having regard to the provisions of Section 219(1) (b) (IV) of the Companies Act, 1956, the annual report excluding the aforesaid information is being sent to all the members of the company and others entitled thereto. Any member interested in obtaining such particulars may write to the company secretary at the registered office of the company.

Directors

The company had pursuant to the provisions of Clause 49 of the Listing agreement and as per section 149 (4) of the Companies Act 2013, appointed Mr. Haresh Ednani and Mr. Pradeep Havnur as Independent Directors of the company to hold office for a term upto five consecutive years.

Mr. Sonepal Sethi and Mr. Sukhpal Singh Sethi, directors of the company who retire by rotation and being eligible offer themselves for re-appointment.

During the year due to his prolonged illness , Mr. Darshan Singh Chadha has resigned from the board , your directors acknowledge the contribution and services rendered by him towards the growth of the company during his tenure as Director .

Auditor

M/s S. C. Bandi & Co. Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuring Annual General Meeting and being eligible offer themselves for re-appointment. Members are requested to re-appoint the statutory auditors.

Auditors'' Report

The notes forming part of the accounts are self- explanatory and do not call for any further clarifications under Section 217(3) of the Companies Act, 1956.

Cost Auditor

As per the requirements of Central Government and in pursuance of Section 233B of the Companies Act, 1956, your Directors have appointed M/s. Manisha & Associates , Nagpur, Cost Accountants, as cost auditors of the Company to carry out the audit of cost accounting records for the financial year 2014-15.

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:

1.0 Fuel / Steam

2.0 Electricity

3.0 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.

1.4 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.

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 same old process machineries has been replaced by energy efficient screw type air compressors / chilling plants and new automated process machineries has reduced significant electricity consumption.

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.

3.0 Conservation of 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 Form A for 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 Schedule 44 & 45 of the Audited Account.

The Company has retained its status as a net forex earner.

Environmental Policy

The Company is committed to follow systematic approach to achieve continual improvement in environmental performance by strengthening the greening of supply chain, occupational health & safety while complying with all applicable legal, safety legislation and other requirements.

Design & Development/Testing Laboratory

The strength of the company lies in the introduction of new products through robust Design, Development, Testing and introduction .The Design and Development activity at the company is carried out using the best resources and facilities.

The Company has at its disposal a rich talent pool of technical manpower from Rubber Technology, Mechanical Engineering, Computer engineering and Material Procurement who design and develop the product and process.

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.

The Company has foot prints in the global market place by setting the pace for reduced innovation cycle time for turning around a product. All Design and Development outputs are reviewed at regular intervals by the Top Management.

Acknowledgements

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 Place : Mumbai Sonepal Sethi Date : 30.05.2014 Joint Managing Director


Mar 31, 2013

To The members of PIX Transmissions Ltd,

The directors are pleased to present the THIRTY FIRST ANNUAL REPORT and the Audited Statement of Accounts for the year ended 31st March 2013, together with notice of Annual General Meeting.

Financial Results

Given below is the financial performance of the Audited Accounts for the year ended 31st March 2013:

(Rs. in lacs)

As on As on Particulars 31.03.2013 31.03.2012

Sales (Net-Excise) 23,209.19 21,610.82

Other income 561.09 212.10

23,770.28 21,822.78

Profit before Depreciation 2,444.35 2,105.65

Depreciation 1,328.19 2,025.37

Profit before tax after depreciation 1,116.16 80.28

Exceptional Items 13,396.19

Less: Provision for taxation

a) Current year 3,700.00 40.00

b) Deferred Tax Liability 158.11 (21.74)

10,654.24 62.01

Less:

Equity Dividend including Proposed Dividend 613.13

Preference Dividend 261.83

Tax on Dividend 141.94

1,016.90

Total 9,637.34 62.01

Balance of Profit Brought down 838.14 776.13

Amount available for Appropriation 10,475.48 838.14

carried to Balance Sheet

The Company''s Sales & Income during the Financial Year 2012-13 computed of the following:

(Rs. in lacs) Current Previous S. No. Particulars year

1. Belts 19,693 16,403

2. Hoses 2,017 5,818

3. End Fittings 1,60 203

4. Other items 31 537

21,901 22,961

Sale of Hose Division:

During the year the Company sold its Hose Division located at Bazargaon, Nagpur on Slump sale basis as at the close of 10th July, 2012. The Belt Line in Bazargaon is therefore being shifted/ relocated to a Green Field Site at Nagalwadi, Nagpur. Such relocation of Belt Plant is expected to be completed by September 2013.

Subsidiary - PIX Middle East FZC, UAE.

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

Joint Ventures

1. PIX Europe Limited, U.K. -Joint Venture

PIX Europe Limited promoted to carrying on business of PIX Products and other products in the market of European Countries, and China.

2. PIX QCS Limited, Ireland -Joint Venture

PIX QCS Limited promoted to carrying on business of PIX Products and other products in the market of Ireland.

Product Development Expenditure:

The company has incurred expenditure on development of production of various new belts for local and Export market. The company intends to develop manufacture of specialty belts for the hi-tech applications and innovations that are coming in the powertransmissions industry and MFtype belts forthe new generation packaging machines and EPDM rubber cover belts for automotive industries. These would be able to withstand the temps and perform longer.

All the above are newgeneration products that the co is now proceeding to manufacture to take care of the future needs of the power transmissions industry.

During the year the company has incurred expenditure on development of new products which are yet to be manufactured commercially. The expenses incurred during the year 2012/13 of 15.61 crore has been shown under Non-Current Assets.

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Certificate on Corporate Governance are annexed to this report.

Dividend of Equity Share and Preference Shares:

The Board of Directors at their meeting held on 24th of June 2013 has recommended final dividend of 1.50 per equity share of Face Value of 10 each, for the financial year ended 31st March, 2013,subject to approval of the Share Holders. The total dividend for the year works out to 4.50 per equity share of Face Value of 10 each includingSpecial Dividend of 3 perequitysharepaidon 14th December, 2012.

Arrears of Dividend on 6% cumulative preference shares up to the year 2012 has been paid during the year under review. Dividend on 6% cumulative Preference Shares for the year 2013 has not been provided for, and amount has been shown under Contingent Liability.

Directors''Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, The Board of Directors report that:

I) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, and there are no any material departures.

li) Accounting Policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the statement of affairs of the company at the end of the financial year and of the Profit or Loss of the company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

Iv) The Annual Accounts have been prepared on a going concern basis.

Public Deposits

The Company has not invited and accepted deposits from the public during the financial year ended 31st March 2013.

Insurance

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

Particulars of Employees

There is no employee who is in receipt of remuneration exceeding the limit specified under section 217 (2A) of the companies ACT, 1956.

Directors

To appoint Directors in place of Mr. Haresh Eidnani, Mr. Darshan Singh Chadha, Mr. Joe Paul, directors of the company who retire by rotation and being eligible offer themselves for re-appointment.

Auditor

M/s S. C. Bandi & Co. Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Members are requested to re-appoint statutory auditor and fix their remuneration.

Auditors'' Report

The notes forming part of the accounts are self- explanatory and do not call for any further clarifications underSection 217(3) of the Companies Act, 1956.

Cost Auditor

As per the requirements of Central Government and in pursuance of Section 233B of the Companies Act, 1956, your Directors have appointed M/s. Manisha & associates, Nagpur, Cost Accountants, as cost auditors of the Company to carry out the audit of cost accounting records for the financial year 2012-13.

Conservation Of Energy And Technology Absorption

A. Conservation of Energy

Company is always looking towards every step in the direction of conservation of energy, mainly from following major energy sources:

1) Water

2) Steam

3) Electricity

1) Conservation of Water

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

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

1.3. 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.

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

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

2) Conservation of Steam

2.1 Reuse of condensate has reduced the consumption of furnace oil.

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

2.3 Reduction in furnace oil consumption by use of good quality water for boiler feed & regular cleaning & maintenance of boilers.

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

3) Conservation of Electricity

3.1 Optimum utilization of compressed air & chilled water, has contributed to saving of electricity.

3.2 Conversion of electric heating to steam heating has reduced the electricity consumption.

3.3 A conventional lighting system in plant and offices replaced by energy efficient electronic lighting system has reduced significant electricity consumption.

3.4 Maintaining the power factor to near unity level by continuous monitoring & proper maintenance resulting in conservation of electricity.

3.5 Seasonal switching off of cooling tower fans, water chillers & air conditioners, controlling the wastages and misuse helps to conservation of electricity.

4) Supply of better quality water and reduction of consumption of water steam / furnace oil 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. Furnace Oil

2. Electricity

1. Conservation of Furnace Oil:

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

b. Dual heating system for furnace oil has been incorporated in boiler firing system.

Above improvements incorporated in steam generation and distribution have resulted in improvement in steam to fuel ratio.

2. Conservation of Electricity:

a. Monitoring and maintaining system power factor to near unity level has contributed to saving in electricity consumption.

b. Improvement in water circulation systems and seasonal switching off of cooling tower fans and water chiller has significantly contributed to savings in electrical energy.

c. Impact of measures on reduction of energy, consumption and consequent impact on the cost of production of goods.

d. The consumption of furnace oil and electricity per ton of production has reduced considerably.

The Form "A" for disclosure of particulars with respect to conservation of energy is attached to the Director Report.

B. 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.

C. Foreign Exchange Earnings & Outgo

Particulars regarding foreign exchange earnings and outgo are presented in Schedule 44 & 45 of the

Audited Account.

The Company has retained its status as a net forex earner.

Corporate Social Responsibilities: Initiatives:

The company adopted a physically disabled school for children at village Jiatala. The mid day meal and the school operation budget are sponsored by PIX Transmissions Ltd.

The Company created a fund for treating terminal sickness for the families of the nearby village which houses most of our workmen.

The Company provides ambulance to two adjacent villages for transferring sick patients to the hospital. Both villages do possess Primary Health Centers but are about 40 kms from the city centre where a fully equipped hospital exists.

The Company regularly organizes Blood Donation Camp twice a year.

Environmental Policy

PIX is committed to follow systematic approach to achieve continual improvement in environmental performance by strengthing the greening of supply chain, occupational health & safety while complying with all applicable legal, safety legislation and other requirements.

Design & Development/Testing Laboratory

The strength of PIX lies in the introduction of new products through robust Design, Development, Testing and introduction .The Design and Development activity at PIX is carried out using the best resources and facilities.

PIX has at its disposal a rich talent pool of technical manpower from Rubber Technology, Mechanical Engineering, Computer engineering and Material Procurement who design and develop the product and process.

PIX 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.

PIX has foot prints in the global market place by setting the pace for reduced innovation cycle time for turning around a product. All Design and Development outputs are reviewed at regular intervals by theTop Management.

Acknowledgments

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 & Managing Director

Place: Mumbai

Date: 24.06.2013


Mar 31, 2010

The directors are pleased to present the TWENTY EIGHTH ANNUAL REPORT and the Audited Statement of Accounts for the year ended 31st March 2010, together with notice of Annual General Meeting.

Financial Results

Given below is the financial performance as reflected in the Audited Accounts for the year ended 31st March 2010:

Rs. In Lacs

Particulars As on As on 31.03.2010 31.03.2009

Sales 17898.72 18708.76

Other income 20.00 -

17918.72 18708.76

Profit before Depreciation 1824.41 1349.06

Depreciation 1466.69 1253.35

Profit before tax after

depreciation 357.72 95.71

Extra ordinary item - (473.24)

(Foreign Exchange Loss) Profit/(Loss) for the year

after extra Ordinary item

(Foreign Exchange Loss) 357.72 (377.53)

Less : Provision for taxation

a) Current year 61.00 -

b) Fringe Benefit Tax - 22.00

c) Deferred Tax

(Assets )/Liability 227.09 (0.87)

69.63 (398.66)

Less : Wealth Tax paid 0.36 -

Total 69.27 (398.66)

Balance of Profit Brought down 1103.42 1502.09

Amount available for

appropriation & carried to

Balance Sheet 1172.69 1103.42

The Companys Sales & Income during the Financial Year 2009-10 computed of the following:

Rs. in Lacs

S.No. Particulars Current Previous

Year Year

1. Belts 13,114.10 12,952.08

2. Hoses 3,413.82 5,156.64

3. End Fittings 93.71 72.26

4. Other items 1,277.09 527.78

17898.72 18708.76

Dividend

Your Directors have deemed it prudent, in order to conserve the resources for the business, have not declared dividend on Equity and Preference shares during the year.

Increase in Share Capital

The Directors and Promoters were allotted convertible warrants during the year under review, consequent to the above, the issued, subscribed and paid up share capital of the company has increased from 10540200 Equity Shares of Rs.10/- each aggregating to Rs.10,54,02,000/- to 11685200 Equity Shares of Rs.10/- each aggregating to Rs.11,68,52,000/- as on 31.03.2010.

Proceeds of Preferential Issue of warrants

The company issued shares and warrants on preferential basis to Promoters and Promoters group. The company has mobilised total funds to the extent of Rs.343.50 Lacs (Previous year Rs.112.05 Lacs), were deployed towards expansion manufacturing facilities and for working capital.

Joint ventures

1. Pix Europe Limited, U.K. - Joint Venture

Pix Europe Limited to promot the business of Pix Products and other products in the markets of European Countries, Germany and China.

2. Pix QCS Limited, Ireland - Joint Venture

Pix QCS Limited promot the business of Pix Products and other products in the market of Ireland.

Subsidiaries

1. Pix South America Importacao E Exportacao De Correias E Mangueiras Ltda, Brazil

Pix South America Importacao E Exportacao De Correias E Mangueiras Ltda promote the business of Pix Products in the market of Latin American Countries such as Brazil Argentina, Chile, & Peru etc.

2. Pix Middle East FZC, UAE.

Pix Middle East FZC promoted to carrying on business of Pix Products in the market of Middle East Countries.

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Certificate on Corporate Governance are annexed to this report.

Directors Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, The Board of Directors report that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with I proper explanations relating to material departures, and | there are no any material departures.

ii) Accounting Policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the statement of affairs of the company at the end of the financial year and of the Profit or Loss of the company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for the preventing and detecting fraud and other regulation.

iv) The Annual Accounts have been prepared on a going concern basis.

Public Deposits

The Company has not invited and accepted deposits from the public during the financial year ended 31st March 2010.

Insurance

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

Particular of Employees

Under the provision of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1(975 as amended, the names and other particulars of employees are set out in the Annexure to the Directors Report.

Directors

To appoint Directors in place of Mr. Rishipal Sethi, Mr. Jose Jacob, Mr. Aqueel A. Mulla and Mr. Pradeep Havnur Directors of the Company who retire by rotation and being eligible offer themselves for re-appointment.

Auditor

M/s S. C. Bandi & Co. Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Members are requested to re-appoint statutory auditor and fix their remuneration.

Auditors Report

The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 217(3) of the Companies Act, 1956.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

A. Conservation of Energy

Company is always looking towards every step in the direction of conservation of energy, mainly from following major energy sources:

1.0 Water

2.0 Steam

3.0 Electricity

1.0 Conservation of water

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

1.2. Installation of cooling towers for recirculation of water used for machines cooling, conserves the ample quantity of fresh water.

1.3. 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 provides good quality of drinking water.

1.4. Collection of maximum amount of steam condensate, reduces the feed water consumption in Boilers.

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

2.0 Conservation of Steam

2.1 Reuse of condensate has reduced the consumption of furnace oil.

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

2.3 Reduction in furnace oil consumption by use of good quality water for boiler feed & regular cleaning & maintenance of boilers.

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

3.0 Conservation of electricity

3.1 Optimum utilization of compressed air & chilled water, has contributed to saving of electricity.

3.2 Conversion of electric heating to steam heating has reduced the electricity consumption.

3.3 A conventional lighting system in plant and offices replaced by energy efficient electronic lighting system has reduced significant electricity consumption.

3.4 Maintaining the power factor to near unity level by continuous monitoring & proper maintenance resulting in conservation of electricity.

3.5 Seasonal switching off of cooling tower fans, water chillers & air conditioners, controlling the wastages and misuse helps to conservation of electricity.

4.0 Supply of better quality water and reduction of consumption of water steam / furnace oil and electricity have improved consumption ratio with respect to per ton of finished product, thereby conserving energy.

I. The Major sources of energy in the company are :

1. Furnace Oil 2. Electricity



1. Conservation of Furnace Oil:

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

b. Dual heating system for furnace oil has been incorporated in boiler firing system.

Above improvements incorporated in steam generation and distribution have resulted in improvement in steam to fuel ratio.

2. Conservation of Electricity:

a. Monitoring and maintaining system power factor to near unity level has contributed to saving in electricity consumption.

b. Improvement in water circulation systems and seasonal switching off of cooling tower fans and water chiller have significantly contributed to savings in electrical energy.

c. Impact of measures on reduction of energy, consumption and consequent impact on the cost of production of goods.

d. The consumption of furnace oil and electricity per ton of production has reduced considerably.

B. 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.

C Foreign Exchange Earnings & Outgo

Particulars regarding foreign exchange earnings are presented in schedule 16 Notes to Account and outgo are presented in schedule 16 Notes to Account of the Audited Account. The Company has retained its status as a net forex earner.

Corporate Social Responsibilities:

Initiatives:

The company adopted a physically disabled school for children at village Jiatala. The mid day meal and the school operation budget is sponsored by Pix Transmissions Ltd.

The Company created a fund for treating terminal sickness for the families of the nereby village which houses most of our workmen.

The Company provides ambulance to two adjacent villages for transferring sick patient to the hospital. Both villages do possess Primary Health Centers but are about 40 kms from the city centre where a fully equipped hospital exists.

The Company organizes Blood Donation Camp twice a year.

Environmental Policy

Pix is committed to follow systematic approach to achieve continual improvement in environmental performance by strengthening the greening of supply chain, occupational health & safety while complying with all applicable legal, safety legislation and other requirements.

Design & Development/Testing Laboratory

The strength of Pix lies in the introduction of new products through robust Design , Development, Testing and introduction The Design and Development activity at Pix is carried out using the best resources and facilities .

Pix has at its disposal a rich talent pool of technical manpower from Rubber Technology, Mechanical Engineering, Computer engineering and Material Procurement who design and develop the product and process.

Pix has State of the Art facilities capable for validating and verifying the entire product range of Hoses, Belts and Assemblies that the organization has in its range and proposes to innovate.

Pix has foot prints in the global market place by setting the pace for reduced innovation cycle time for turning around a product. All Design and Development outputs are reviewed at regular intervals by the Top Management

Some of the Government Agencies are sending their products for testing to our Laboratory. Pix is moving towards accreditation of our Testing Centre from the Department of Science and Technology which will then function as a Profit Centre.

Acknowledgements

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 & Managing Director

Place: Mumbai

Date: 31.05.2010

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