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You can view full text of the latest Director's Report for the company.

BSE: 500333ISIN: INE751B01018INDUSTRY: Rubber Processing/Rubber Products

BSE   ` 1318.00   Open: 1309.15   Today's Range 1296.05
1335.00
+12.70 (+ 0.96 %) Prev Close: 1305.30 52 Week Range 855.00
1570.00
Year End :2022-03 

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.

Financial Results

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 — 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:

1. PIX Middle East FZC, UAE

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

2. PIX Transmissions Europe Limited, U.K.

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

FELLOW SUBSIDIARIES:1. PIX Middle East Trading LLC, UAE

PIX Middle East Trading LLC, UAE is subsidiary

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

2. PIX Germany GmbH, Germany

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

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

A statement containing brief financial details of the company's subsidiaries for the financial year ended 31st March 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.

DIVIDEND ON EQUITY SHARE:

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.

PUBLIC DEPOSITS

The Company has not invited and accepted deposits from the public during the financial year ended 31st March 2022.

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. 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.

MEETING OF THE BOARD

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.

AUDIT COMMITTEE

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.

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. 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.

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 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.

EXTRACT OF ANNUAL RETURN

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.

STATUTORY AUDITOR

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.

AUDITORS' REPORT

There are no qualifications, observations or adverse remarks in the Audit Report issued by the Statutory Auditors of the company for the financial year ended March 31,2022. 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 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.

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 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.

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 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

1.0 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.

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.

3.0 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 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

A. Technology absorption

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.

Environmental Policy

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

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

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

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: 13/05/2022