The Directors are pleased to present the Thirty Ninth Annual Report and the AuditedStatement of Accounts for the year ended 31st March 2021 together with notice of AnnualGeneral Meeting.
Given below is the financial performance of the Audited Accounts for the year ended31st March 2021:
| || ||(Rs in lacs) |
|Particulars ||As on 31.03.21 ||As on 31.03.20 |
|Sales (Net Excise) ||37323.34 ||29770.00 |
|Other income ||497.65 ||783.00 |
| ||37821.00 ||30553.00 |
|Profit before Dep. & Finance cost ||10997.09 ||6297.00 |
|Less: Depreciation ||1970.59 ||1856.00 |
|Less; Finance Cost ||826.50 ||1101.00 |
|Profit before tax ||8200.80 ||3340.00 |
|Exceptional Items ||0.00 ||0.00 |
|Less : Provision for taxation || || |
|a) Current year ||2035.00 ||820.00 |
|b) Deferred Tax Liability ||52.10 ||-162.00 |
|Profit after Tax ||6113.70 ||2682.00 |
|Less : || || |
|Equity Dividend ||272.50 ||375.00 |
|Tax on Dividend ||0.00 ||77.00 |
|Total Dividend ||272.50 ||452.00 |
|Balance Profit after appropriation ||5841.20 ||2230.00 |
1. PIX Middle East FZC UAE
PIX Middle East FZC incorporated to carry on business of PIX Products in the market ofMiddle East Countries.
2. PIX Transmissions Europe Limited U.K.
PIX Transmissions Europe Limited incorporated to carry on business of PIX Products andother products in the market of European countries.
1. PIX Middle East Trading LLC UAE
PIX Middle East Trading LLC UAE is subsidiary of PIX Middle East FZC established tocarry 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 Limitedincorporated to carry on business of PIX Products and other products in the market ofEuropean Countries.
As required under the listing Agreement entered into with stock exchange consolidatedfinancial statement of the company and all its subsidiaries is attached. The consolidatedfinancial statement has been prepared in accordance with Accounting Standard (AS)-21 onConsolidated Financial Statements.
A statement containing brief financial details of the company's subsidiaries for thefinancial year ended 31st March 2021 is included in the Annual Report and shown as ANNEXURE1. The annual account of these subsidiaries will be available for inspection ofmembers at the registered office of the company.
DIVIDEND ON EQUITY SHARE:
The Board recommends a dividend of Rs 5.00 per equity share of face value of Rs 10/-each on the subscribed Capital of the company for the financial year 2020-21 subject toapproval of the shareholders.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act 2013 The Board of Directors reportthat:
i) In the preparation of the annual accounts for the year ended March 31 2021 theapplicable Accounting Standards read with requirements set out under Schedule III of theAct have been followed and there are no material departures from the same;
ii)Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at March 31 2021 and of the Profit or LossAccount for the year ended on that date.
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother 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 thecompany and that such internal financial controls are adequate and are operatingeffectively; and
vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the company's internal financial controls were adequate and effective during thefinancial year 2020-21
The Company has not invited and accepted deposits from the public during the financialyear ended 31st March 2021.
The assets of the Company are adequately insured against the risk of fire and otherrisks.
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) 2014read with Companies (Particulars of Employees) Rules 2014 a statement showing the namesand other particulars of the employees drawing remuneration in excess of the limits setout 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.Rishipal Sethi Ms. Shirley Paul and Mr. Karanpal Sethi retire by rotation and beingeligible offer themselves for re-appointment.
During the year under review board has reappointed Mr. Amarpal Sethi as Chairman &Managing Director Mr Sonepal Sethi as Joint Managing Director Mr. Sukhpal Singh SethiMr. Joe Paul and Mr. Karanpal Sethi as Whole-Time Directors of the company for a period of3 years subject to the approval of members.
The notice convening the AGM includes the proposal for re-appointment of Directors.
The company has devised a policy for the performance evaluation of independentdirectors Board committees and other individual directors which include criteria forperformance evaluation of non-executive directors and executive directors. The manner inwhich the evaluation is carried out has been explained in the Corporate Governance Report.
During the year under review Board has appointed Mr. Amit Lala as an additionalDirector wef 14th August 2020 at Thirty Eighth Annual General Meeting held on 30thSeptember 2020 he was appointed as Independent Non-Executive Director of the company fora term of 5 years.
MEETING OF THE BOARD
During the year under review Seven Board Meetings were held. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013. Forfurther details please refer to Corporate Governance Report attached to this AnnualReport.
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 theBoard.
The vigil mechanism of the company which also incorporates a whistle blower policy interms of the of SEBI (LODR) Regulations 2015 includes an ethics and Compliance TaskForce comprising of senior executives of the company. It deals with instance of fraud andmismanagement if any in the company. In staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility. The whistle blower Policy ensures that strictconfidentiality is maintained while dealing with concerns and also that no discriminationwill 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 ofthe committee.
This committee recommends and reviews the appointment and remuneration of Directors. Ithas adopted a policy which deals with the appointment and remuneration of directors andkey managerial persons. The adopted policy decides about the manner of selection ofexecutive directors key managerial persons and independent directors. The policy alsodecides about the criteria to be followed for recommending the remuneration of directorsand key managerial persons.
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provision of Act and theCorporate 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 seekinginputs 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 Directorsperformance of the Board as whole and performance of Chairman was evaluated taking intoaccount the views of executive directors and non-executive Directors.
LOANS GUARANTEES AND INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 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 onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. The particulars of such related party transactions areannexed herewith as
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company has constituted a CSR Committee comprising Mr. Rishipal Sethi(Chairman) Mr. Joe Paul (Whole-time Director) and Dr. Aqueel A Mulla (IndependentDirector) as other members of the committee.
The Company has undertaken CSR initiatives in areas of Education Health and preventionof Covid-19 which are projects in accordance with Schedule VII of the Companies Act 2013.
A detailed report on CSR activities undertaken during the financial year 2020-21 isenclosed as
ANNEXURE - 4.
The CSR Policy recommended by CSR committee and approved by the Board has been uploadedon 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 in theprescribed Form MGT-9 has been enclosed after Corporate Governance Report.
Under Section 139 of the Companies Act 2013 M/S B L. Ajmera & Co CharteredAccountants
Jaipur (Firm Registration No. 001100C) had been appointed as the statutory auditors ofthe Company for the period of five years from the conclusion of the 35th Annual GeneralMeeting of the Company held on September 27 2017 till the conclusion of the 40th AnnualGeneral Meeting to be held in the year 2022.
There are no qualifications observations or adverse remarks in the Audit Report issuedby the Statutory Auditors of the company for the financial year ended March 312021. Thenotes forming part of the accounts are self explanatory and do not call for any furtherclarifications.
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 AuditCommittee has appointed M/s. Manisha & Associates Cost Accountants as cost auditorsof the Company to carry out the audit of cost accounting records for the financial year2021-22. Proposal for ratification of remuneration of the Cost Auditor is placed beforethe shareholders.
REPORT ON INTERNAL FINANCIAL CONTROL
The report on Internal Financial Control as required under Clause (i) of Sub-section 3of 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 hasappointed M/s S.D Bargir & Co a firm of company Secretaries in practice to undertakethe Secretarial Audit of the Company for the financial year 2020-21. The Secretarial AuditReport submitted by the Secretarial Auditors is enclosed herewith as a part of this reportand shown as
The Board of Directors of the company has formed a Risk Management Committee to frameimplement and monitor the Risk Management Plan for the company. The committee isresponsible for reviewing the Risk Management Plan and ensuring its effectiveness. TheCommittee has additional oversight in the area of financial risks and controls. Majorrisks identified by the businesses and functions are systematically addressed throughmitigating action on a continuing basis. The development and implementation of RiskManagement Policy has been covered in the Management Discussions and Analysis which formspart 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 in respect of employeesof the Company and Directors is furnished hereunder: waste heat is utilized forpre-heating of boiler feed water.
1.5 Reuse of condensate has reduced the consumption of fuel.
(Rs in lacs)
|Name ||Remuneration paid FY 2020-21 ||Remuneration paid FY: 2019-20 ||Increase in remuneration from previous year ||Ratio/Times per Median of employee remuneration |
|1. Amarpal Sethi ||124.99 ||161.00 ||- ||27 |
|2. Sonepal Sethi ||117.60 ||143.00 ||- ||25 |
|3. Rishipal Sethi ||117.60 ||153.00 ||- ||25 |
|4. Sukhpal Singh Sethi ||117.60 ||133.00 ||- ||25 |
|5. Karanpal Sethi ||112.51 ||127.40 ||- ||24 |
|6. Joe Paul ||84.02 ||93.34 ||- ||18 |
|7. Shirley Paul ||83.10 ||92.26 ||- ||18 |
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Conservation of energy:
Company is always looking towards every step in the direction of conservation ofenergy. Supply of better quality water and reduction of consumption of water steam fueland electricity have improved consumption ratio with respect to per ton of finishedproduct 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 boilersfrom 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 controlledon 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
1.6 Heating of water by using flash steam in process area has reduced the steamconsumption.
1.7 Reduction in fuel consumption by use of good quality water for boiler feed ®ular cleaning & maintenance of boilers.
1.8 Optimum utilization of steam control on wastage & leakages of steam andmaintaining proper insulation has contributed to saving of steam consumption.
2.0 Conservation of electricity
2.1 Installation of natural sky lights on plant builds resulted in saving ofelectricity by switching off lights in daytime.
2.2 Old reciprocating type air compressors / chilling plants and old processmachineries has been replaced by energy efficient screw type air compressors / chillingplants and new automated process machineries which has reduced electricity consumptionsignificantly.
2.3 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 planttreated water is used for gardening floor washing toilets etc which resulted inreduction of fresh water consumption.
3.2 Installation of cooling towers for recirculation of water used for machinescooling conserve the ample quantity of fresh water.
3.3 Use of reverse osmosis plant & water softening plant for treating of raw waterhelps to reduce feed water consumption in boiler increases the life of processmachineries and provide good quality of drinking water.
3.4 Collection of maximum amount of steam condensate reduce the feed water consumptionin Boilers.
3.5 Reuse of waste water of RO plant for washroom resulted in reduction of waterconsumption.
3.6 Company has installed rain water harvesting systems which will help to retain therainwater in our area and conserve the water.
As a result to above energy conservation measures; Cost of fuel Electricity and waterper ton of goods production has reduced considerably and made consequent impact on thecost of finished goods.
The disclosure of particulars with respect to conservation of energy is attached to theDirectors' Report as ANNEXURE-6
A. Technology absorption
Updation of Technology is a continuous process technology absorption are adapted andimplemented by the Company for innovation. Efforts are continuously made to develop newproducts required in the Rubber Industry.
B. Foreign exchange earnings & outgo
Particulars regarding foreign exchange earnings and outgo are presented in notes of theAudited Account. The Company has retained its status as net foreign exchange earner. Theparticulars of conservation of energy technology absorption and foreign exchange andoutgo as required under the Companies (Accounts) Rules 2014 is given in the annexure tothis report and shown as
The Company follows environment policy of sustainable growth with minimum pollution andtaking 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 elsehas thought"
The strength of the company lies in the introduction of new products through robustdesign development dynamic & static validation.
The Research & Development department is responsible for development of new productas 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'smarket share by satisfying the consumer ongoing demand.
The Company has State of the Art facilities& rich experienced multi skilledsubject matter experts capable for validating and verifying the entire product range ofBelts 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 SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Directors wish to place on record their appreciation towards all associatesincluding Customers Collaborators Government Agencies Financial Institutions Bankers
SuppliersShareholders Employees and others who have reposed their confidence in theCompany.
|For and on behalf of the Board of Directors |
|Amarpal Sethi |
|Chairman and Managing Director |
|Place: Mumbai |
|Date: 25th June 2021 |