Mar 31, 2022
The Directors are pleased to present the Fortieth Annual Report and the Audited Statement of Accounts for the year ended 31st March 2022, together with notice of Annual General Meeting.
Given below is the financial performance of the Audited Accounts for the year ended 31st March 2022:
('' in lacs'' |
||
Particulars |
As on 31.03.22 |
As on 31.03.21 |
Sales (Net â Excise) |
41684.92 |
35394.17 |
Other income |
816.85 |
497.65 |
42501.77 |
35891.82 |
|
Profit before Dep. & Finance cost |
11158.12 |
11003.05 |
Less: Depreciation |
2045.30 |
1970.59 |
Less; Finance Cost |
690.86 |
831.66 |
Profit before tax |
8421.96 |
8200.80 |
Exceptional Items |
0.00 |
0.00 |
Less : Provision for taxation |
||
a) Current year |
2140.00 |
2035.00 |
b) Deferred Tax Liability |
80.20 |
52.10 |
Profit after Tax |
6201.76 |
6113.70 |
Less : |
||
Equity Dividend |
681.26 |
272.50 |
Tax on Dividend |
0.00 |
0.00 |
Total Dividend |
681.26 |
272.50 |
Balance Profit after appropriation |
5520.50 |
5841.20 |
SUBSIDIARIES:
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.
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 2022 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.
The Board recommends a dividend of Rs 6.00 per equity share of face value of Rs 10/- each on the subscribed Capital of the company for the financial year 2021-22 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, 2022, 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 2022 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 2021-22.
The Company has not invited and accepted deposits from the public during the financial year ended 31st March 2022.
The assets of the Company are adequately insured against the risk of fire and other risks.
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. Sukhpal Singh Sethi and Mr. Sonepal Sethi retire by rotation and being eligible offer themselves for re-appointment.
The notice convening the AGM includes the proposal for re-appointment of Directors.
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 Five 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.
The Audit committee comprises Independent Directors namely Mr. Mohammed Adil Ansari (Chairman), Mr. Jose Jacob, 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.
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. Jose Jacob 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.
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.
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 comprising Mr. Rishipal Sethi (Chairman), 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 2021-22 is enclosed as ANNEXURE - 4.
The CSR Policy recommended by CSR committee and approved by the Board has been uploaded on t h e w e b s i t e o f t h e C o m p a n y a t www.pixtrans.com.
As provided under Section 92(3) of the act, the extract of annual return in the prescribed Form MGT-9 has been enclosed as ANNEXURE - 5.
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 September 27, 2017, till the conclusion of this Annual General Meeting.
The Members of the Company through postal ballot(Only by voting through electronic means) held from 1st September 2021 to 30th September 2021 has approved the appointment of M/s MSKA & Associates , Chartered Accountants, (Firm Registration No. 105047W), as Joint Statutory Auditors of the Company for a period of one year to hold office until the conclusion of this 40th Annual General Meeting of the company.
The Board of Directors, on the recommendation of the Audit Committee, recommended for the
approval of Members, the appointment of M/s MSKA & Associates, Chartered Accountants, (Firm Registration No. 105047W), who was appointed as Joint Statutory Auditors for the period of one year to hold office untill the conclusion of this meeting, as the Statutory Auditors of the Company for the balance tenure of four years from the conclusion of this AGM till the conclusion of the 44th AGM.
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 31,2022. The notes forming part of the accounts are self explanatory and do not call for any further clarifications.
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 2022-23. Proposal for ratification of remuneration of the Cost Auditor is placed before the shareholders.
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 has been attached along with Auditor''s Report.
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 2021-22. The Secretarial Audit Report submitted by the Secretarial Auditors is enclosed herewith as a part of this report and shown as ANNEXURE-6.
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 bu sinesses and functions a re 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 reportREMUNERATION RATIO OF THE
DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES.
The information required pursuant to Section 197 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of Directors/KMP of the Company is furnished hereunder:
('' in lacs. |
||||
Name |
Remuneration paid FY 2021-22 |
Remuneration paid FY 2020-21 |
Increase in remuneration from previous year |
Ratio of remuneration /Times per Median of employee remuneration |
Amarpal Sethi |
153.36 |
124.99 |
28.37 |
29.70 |
Sonepal Sethi |
144.30 |
117.60 |
26.70 |
27.95 |
Rishipal Sethi |
144.30 |
117.60 |
26.70 |
27.95 |
Sukhpal Singh Sethi |
144.30 |
117.60 |
26.70 |
27.95 |
Karanpal Sethi |
138.10 |
112.51 |
25.59 |
26.75 |
Joe Paul |
96.78 |
84.02 |
12.76 |
18.74 |
Shirley Paul |
95.67 |
83.10 |
12.57 |
18.53 |
CONSERVATION OF ENERGY AND TECHNOLOGYABSORPTION
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
1.1 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.
1.9 The manufacturing plant incorporates the most advanced and next gen advanced Air curing pots on High pressure air thereby resulted in Steam consumption Volume.
2.0 Conservation of electricity
2.1 Installation of natural sky lights sheets on plant builds resulted in saving of electricity in daytime.
2.2 Installation of Natural Day light Domes on Sheds resulted in saving of electricity in day time.
2.3 Provision of Special grade Insulation below roof and sides resulted in drop in temperatures, thereby reducing Air Coolers and Air conditioners Electrical consumption.
2.4 Installations of Turbo- Ventilators (Self draft driven), has added savings in consumption.
2.5 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.
2.6 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.
3.1 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 recirculation 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 Reuse of waste water of RO plant for washroom resulted in reduction of water consumption.
3.6 Execution of rain water harvesting systems, which help to increase Ground water table in surrounding 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 as ANNEXURE-7
Updation of Technology is a continuous process, technology absorption are adapted and implemented by the Company for innovation. Efforts are continuously made to develop new products required in the Rubber Industry.
B. Foreign exchange earnings & outgo
Particulars regarding foreign exchange earnings and outgo are prrovided 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-7.
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, dynamic & static validation.
The Research & Development department is responsible for development of new product as per customer need and expectation & specific requirements.
Product development is a series of steps that includes the conceptualization, basic & applied research, reverse engineering and market analysis.
The objective of product development is to cultivate, maintain and increase a company''s market share by satisfying the consumer ongoing demand.
The Company has State of the Art facilities& rich experienced, multi skilled subject matter experts 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.
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: 13/05/2022
Mar 31, 2019
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 companyâs 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.
DIRECTORSâ 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 companyâs 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 directorsâ 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 armâs 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.
AUDITORSâ 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 Auditorâs 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 Directorsâ 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 âResearch is to see what everybody else has seen, and to think what nobody else has thoughtâ
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 companyâs 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
Mar 31, 2018
The Directors are pleased to present the Thirty Sixth Annual Report and the Audited Statement of Accounts for the year ended 31st March 2018, 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 2018:
(Rs. in lacs)
Particulars |
As on 31.03.18 |
As on 31.03.17 |
Sales (Net-excise) |
25088.00 |
23645.68 |
Other income |
539.00 |
359.00 |
25627.00 |
24004.82 |
|
Profit before Dep. & finance cost |
5872.00 |
4897.45 |
Less: Depreciation |
1353.00 |
1220.23 |
Less: Finance cost |
1267.00 |
1407.93 |
Profit before tax |
3252.00 |
2269.29 |
Exceptional items Less: Provision for taxation |
- |
- |
a) Current year |
920.00 |
650.00 |
b) Deferred tax liability |
185.00 |
149.63 |
Less: |
2147.00 |
1469.66 |
Equity dividend - proposed dividend |
0.00 |
272.50 |
Tax on dividend |
0.00 |
55.68 |
Total dividend |
2147.00 |
328.18 |
Balance profit after appropriation |
2147.00 |
1141.48 |
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 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 2018 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 ''2.50 per equity share of face value of ''10/- each on the subscribed Capital of the company for the financial year 2017-18 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, 2018, 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 2018 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 2017-18.
PUBLIC DEPOSITS
The Company has not invited and accepted deposits from the public during the financial year ended 31st March 2018.
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. Sonepal Sethi, Mr. Sukhpal Singh Sethi and Mr. Joe Paul and Ms. Shirley Paul retire by rotation and being eligible offer themselves for re-appointment.
The Board has reappointed Mr. Amarpal Sethi as Chairman and Managing Director of the company with effect from 1st April, 2018 for a period of 3 years subject to the approval of the members. The Board has also reappointed Mr. Sonepal Sethi as Joint Managing Director and Mr. Sukhpal Singh Sethi, Mr. Karanpal Sethi and Mr. Joe Paul as Whole-time Directors of the company for a period of 3 years effective from 1st April, 2018. The Board has also increased the remuneration of Mr. Rishipal Sethi and Ms. Shirley Paul for the unexpired period of their tenure effective from 1st April, 2018.
The notice convening the AGM includes the proposal for 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 Seven 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 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.
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 Dr. 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.
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
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 September 27, 2017, till the conclusion of the 40th Annual General Meeting to be held in the year 2022, subject to ratification by the members at every Annual General Meeting. Members are requested to appoint the statutory auditors and fix their remuneration.
AUDITORS'' REPORT
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 off the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules 2014, the cost accosting records is maintained by the company in respect of rubber products is required to be audited. Your Directors has, on recommendation of Audit Committee, 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 2018-19 at a remuneration of ''50,000/- and out of pocket expenses to be reimbursed as actuals. As required under the Companies Act, 2013, the remuneration payable to the cost auditors is required to be placed before the members in a general meeting for ratification. Accordingly, a resolution seeking ratification by the members, for remuneration payable to M/S Manisha and Associates, Cost Auditors is included in the notice convening the ensuing Annual general Meeting.
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 2017-18. 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 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:
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.
1.4 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: 2017-18 |
Remuneration paid FY: 2016-17 |
Increase in remuneration from previous year |
Ratio/Times per Median of employee remuneration |
1. Amarpal Sethi |
120.00 |
109.95 |
10.05 |
36.00 |
2. Sonepal Sethi |
114.00 |
105.00 |
9.00 |
34.00 |
3. Rishipal Sethi |
114.00 |
105.00 |
9.00 |
34.00 |
4. Sukhpal Singh Sethi |
114.00 |
105.00 |
9.00 |
34.00 |
5. Karanpal Sethi |
109.00 |
100.80 |
8.20 |
32.00 |
6. Joe Paul |
74.00 |
63.03 |
10.97 |
22.00 |
7. Shirley Paul |
74.00 |
63.48 |
10.52 |
22.00 |
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.
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.
3.3 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-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 17 to 27 of the SEBI (LODR) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. B. L. Ajmera & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of the SEBI (LODR) Regulations, 2015. 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.
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.
Place: Mumbai
Date: 26.05.2018
For and on behalf of the Board of Directors
Amarpal Sethi
Chairman and Managing Director
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.
Directorsâ 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 âof 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 directorsâ 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.
Auditorsâ 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