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Pix Transmission Ltd.

BSE: 500333 Sector: Others
NSE: N.A. ISIN Code: INE751B01018
BSE 00:00 | 24 Apr 2020 Pix Transmission Ltd
NSE 05:30 | 01 Jan 1970 Pix Transmission Ltd

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OPEN 97.35
PREVIOUS CLOSE 97.40
VOLUME 8223
52-Week high 220.00
52-Week low 78.05
P/E 4.50
Mkt Cap.(Rs cr) 125
Buy Price 90.20
Buy Qty 8.00
Sell Price 91.50
Sell Qty 3.00
OPEN 97.35
CLOSE 97.40
VOLUME 8223
52-Week high 220.00
52-Week low 78.05
P/E 4.50
Mkt Cap.(Rs cr) 125
Buy Price 90.20
Buy Qty 8.00
Sell Price 91.50
Sell Qty 3.00

Pix Transmission Ltd. (PIXTRANSMISSION) - Director Report


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Company director report

The Directors are pleased to present the Thirty Seventh Annual Reportand the Audited Statement of Accounts for the year ended 31st March 2019 together withnotice of Annual General Meeting.

FINANCIAL RESULTS

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

(र 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. & finance cost 6385.00 5872.00
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 appropriation 2447.00 2147.00

SUBSIDIARIES:

1. PIX Middle East FZC UAE

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

2. PIXTransmissions Europe Limited U.K.

PIXTransmissions Europe Limited incorporated to carry on business ofPIX Products and other products in themarketof European countries.

FELLOWSUBSIDIARIES:

1. PIX Middle EastTrading LLC UAE

PIX Middle East Trading LLC UAE is subsidiary of PIX Middle East FZCestablished 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 PIXTransmissions EuropeLimited incorporated to carry on business of PIX Products and other products in the marketof European Countries.

As required under the listing Agreement entered into with stockexchange consolidated financial statement of the company and all its subsidiaries isattached. The consolidated financial statement has been prepared in accordance withAccounting Standard (AS)-21 on Consolidated financial Statements.

A statement containing brief financial details of the company'ssubsidiaries for the financial year ended 31st March 2019 is included in the Annual Reportand shown as ANNEXURE 1. The annual account of these subsidiaries will be available forinspection of members at the registered officeofthe company.

DIVIDEND ON EQUITYSHARE:

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

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act 2013 The Board ofDirectors reportthat:

I) In the preparation of the annual accounts for the year ended March31 2019 the applicable Accounting Standards read with requirements set out underSchedule III of the Act have been followed and there are no material departuresfromthesame;

ii)Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at March 31 2019 andof the Profit or Loss Accountfortheyear ended onthatdate.

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

iv) The Directors have prepared the Annual Accounts on agoingconcernbasis;

v) The Directors have laid down internal financial control to befollowed by the company and that such internal financial controls are adequateand areoperating effectively; and

vi) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors and external consultants and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the company's internal financial controls were adequate andeffectiveduring the financial year 2018-19.

PUBLIC DEPOSITS

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

INSURANCE

The assets of the Company are adequately insured againstthe riskof fireand other risks.

PARTICULARS OF EMPLOYEES

Under the provision of Section 197(12) of the Companies Act 2013 readwith Rule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 2014 read with Companies (Particulars of Employees) Rules 2014 a statementshowing the names

and other particulars of the employees drawing remuneration in excessof the limits set out in the said rules is provided in the Annual Report asshownasANNEXURE 2.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

During the year under review board has reappointed Mr. Mohammad AdilAnsari Mr. Haresh Eidnani Mr. Pradeep HavnurMr. Prakashchand Khasgiwala Mr. NigelSavio Lobo as Independent Non-Executive Director of the company for a period of 5 yearssubject to the approval of the members.

During the year Mr. Jose Jacob was appointed as an additional Directorwith effect from 8th February 2019 to hold office uptothe date of next Annual GeneralMeeting of the company. Being eligible he offers himself for appointment as an IndependentNon-Executive Director for a period of 5 years commencing from 37thAnnual GeneralMeetingsubjecttothe approval ofthemembers.

During the year Dr. Manoj Mohan Sajnani Independent Non-ExecutiveDirector has resigned from the Board due to pre-occupation. The Board hereby places onrecord its sincerest thanks and gratitude for the invaluable contribution made by Dr.Manoj Mohan Sajnani towards growth and development of the companyduring histenureasDirector.

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

The company has received declaration from all the independent directorsconfirming that they meet the criteria of independence as prescribed both under the Actand Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation2015 Listing Agreement with the Stock Exchange.

The company has devised a policy for the performance evaluation ofindependent directors Board committees and other individual directors which includecriteria for performance evaluation of non-executive directors and executive directors.The manner in which the evaluation is carried out has been explained inthe CorporateGovernance Report.

MEETINGOFTHE BOARD

During the year under review Four Board Meetings were held. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013. For further details please refer to Corporate Governance Report attached tothis Annual Report.

AUDITCOMMITTEE

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

VIGILMECHANISM

The vigil mechanism of the company which also incorporates a whistleblower policy in terms of theofSEBI (LODR) Regulations 2015 includes an ethics andCompliance Task Force comprising of senior executives of the company. It deals withinstance of fraud and mismanagement if any in the company. In staying true to our valuesof Strength Performance and Passion and in line with our vision of being one ofthemostrespected companies in India the Company is committed to the high standards of CorporateGovernance and 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 Directorsnamely Mr. Pradeep

Havnur (Chairman) Dr. Aqueel Ahmed Mulla and Mr. Haresh Eidnani asother members of the committee.

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

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual directors pursuant to the provision of Actand the Corporate Governance requirement as prescribed by Securities and Exchange Board ofIndia (SEBI) under Regulation 27 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015. The performance of Board was evaluated by the Boardafter 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 ofExecutive Directors performance of the Board as whole and performance of Chairman wasevaluated taking into account the views of executive directors and non-executiveDirectors.

LOANS GUARANTEES AND INVESTMENTS

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

RELATEDPARTYTRANSACTION

All related party transactions that were entered into during thefinancial 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 personswhich may have potential conflict with interest of the company at large. The particularsof such related party transactions are annexed herewith as Annexure-3.

CORPORATE SOCIALRESPONSIBILITY(CSR)

In terms of section 135 and Schedule VII of the Companies Act 2013the 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 andHealth which are projects in accordance with Schedule VII of the Companies Act 2013.

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

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

EXTRACT OFANNUALRETURN

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

STATUTORYAUDITOR

Under Section 139 of the Companies Act 2013 M/S B L. Ajmera & CoChartered Accountants Jaipur (Firm Registration No. 001100C) had been appointed as thestatutory auditors of the Company for the period of five years from the conclusion of the35th Annual General Meeting of the Company held on September27 2017 till the conclusionof the 40th Annual General Meetingto be held in the year 2022.

AUDITORS' REPORT

There are no qualifications observations or adverse remarks in theAudit Report issued by the Statutory Auditors of the company for the financial year endedMarch 312019.The notes forming part of the accounts are self explanatory and do not callfor any further clarifications.

COSTAUDITOR

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

REPORTONINTERNAL 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 withAuditor's Report.

SECRETARIALAUDITOR

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

RISKMANAGEMENT

The Board of Directors of the company has formed a Risk ManagementCommittee to frame implement and monitor the Risk Management Plan for the company. Thecommittee is responsible for reviewing the Risk Management Plan and ensuring itseffectiveness. The Committee has additional oversight in the area of financial risks andcontrols. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating action on a continuing basis. The development andimplementation of Risk Management Policy has been covered in the Management Discussionsand Analysis which forms part of this report.

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

The information required pursuanttoSection 197 read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:

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

1.5 Reuse of condensate has reduced the consumption of fuel.

(र 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 ofenergy:

Company is always looking towards every step in the direction ofconservation ofenergy. Supply of better quality water and reduction of consumption ofwater steam fuel and electricity haveimproved consumption ratio with respect to per tonof finished product thereby conserving energy.

The Major sources ofenergy inthecompanyare:

1. Fuel/Steam

2. Electricity

3. Water

1.0 Conservation of steam

1.1 Fuel change from furnace oil to Biomass briquette by replacingthesteam boilers from furnace oil fired Boilerto solid fuel Boiler has reducedtheconsumptionoffuel.

1.2 Automation of the belt curing pots has optimized the steamutilization controlled on steam wastage which has resulted to saving of steamconsumption.

1.3 Use of solid fuel adhesive has reduced the consumption of Biomassbriquette fuel.

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

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

1.8 Optimum utilization of steam control on wastage & leakages ofsteam 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 oldprocess machineries has been replaced by energy efficient screw type aircompressors/chilling plants and new automated process machineries which has reducedelectricity consumption significantly.

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

3.0Conservationof water

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

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

3.3 Use of reverse osmosis plant & water softening plant fortreating of rawwater helps to reduce feed water consumption in boiler increases the lifeof process machineries and provide good quality of drinking water.

3.4 Collection of maximum amount of steam condensate reduce the feedwater consumption in Boilers.

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

As a result to above energy conservation measures; Cost of fuelElectricity and water per ton of goods production has reduced considerably and madeconsequent impact on thecostof finished goods.

The disclosure of particulars with respect to conservation of energy isattached to the DirectorS' Report.

A. Technologyabsorption

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

B. Foreign exchange earnings & outgo

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

Environmental Policy

The Company follows environment policy of sustainable growth withminimum pollution and taking green initiatives to improve environment in all itsproduction processes.

Design & Development/testing Laboratory "Research isto seewhat everybody else has seen and to think what no bodyelse has thought"

The strength of the company lies in the introduction of new productsthrough robust design development testing and introduction.

The Design & Development department is responsible for developmentof new product as per customer need and expectation & market requirement. Productdevelopment also called new product management is a series of steps that includes theconceptualization design development and marketing of newly created or newly rebrandedgoods or services. The objective of product development is to cultivate maintain andincrease a company's market share by satisfying the consumer demand.

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

Sexual Harassment of Women at Workplace;

During the year under review there were no cases reported pursuant tothe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

Acknowledgment

The Directors wish to place on record their appreciation towards allassociates including Customers Collaborators Government Agencies financialInstitutions Bankers Suppliers Shareholders Employees and others who have reposedtheir 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

ANNEXURE 1 Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read withrule 5 of Companies (Accounts) Rules 2014) Statement containing salient features of thefinancial statement of subsidiaries/associate companies/joint ventures Part "A":Subsidiaries (Information in respect of each subsidiary to be presented with amounts inRs)

Name of subsidiary: PIX Middle East FZC UAE
1. Reporting Period for the subsidiary concerned if different from the holding company's reporting period PIX Middle East FZC UAE
2. Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries AEDEx. Rate= 18.31
3. Share capital AED 150000 (Rs 2833500)
4. Reserves & surplus AED (698159.21) (Rs13188227.48)
5. Total assets AED 5748079.61 (Rs108470170)
6. Total Liabilities AED 5748079.61 (Rs108470170)
7. Investments NIL
8.Turnover AED 4858253 (Rs88954612)
9. Profit before taxation AED (94166.18) (Rs1724182.76)
10. Provision for taxation NIL
11. Profit after taxation AED (94166.18) (Rs1724182.76)
12. Proposed dividend NIL
13. % of Holding 100

Name of the subsidiaries which are yet to commence operation: Nil Namesof subsidiaries which have been liquidated or sold during the year: Nil

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read withrule 5 of Companies (Accounts) Rules 2014) Statement containing salient features of thefinancial statement of subsidiaries/associate companies/joint ventures Part"A":Subsidiaries (Information in respect of each subsidiary to be presented withamounts in Rs)

Name of subsidiary: PIX Transmissions (Europe) Limited England

1. Reporting Period for the subsidiary concerned if different from the holding company's reporting period PIX Transmissions (Europe) Limited England
2. Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries EURO Ex. Rate= 80.87
3. Share capital € 100000 (Rs7770000)
4. Reserves & surplus € 453682 (Rs35251091.40)
5. Total assets € 2988799(Rs232100331)
6. Total Liabilities € 2988799(Rs232100331)
7. Investments NIL
8. Turnover € 6330179(Rs511921576)
9. Profit before taxation € 84316 (Rs6818634.92)
10. Provision for taxation € 42717 (Rs3454523.79)
11. Profit after taxation € 41599(Rs3364111.13)
12. Proposed dividend NIL
13. % of Holding 100

Name of the subsidiaries which are yet to commence operation: Nil Namesof subsidiaries which have been liquidated or sold during the year: Nil

INFORMATION AS PER RULE 5(2) OF CHAPTER XIII OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

(र in lacs)

Name Desig nation Educational Qualification Age Experience (In Years) Date of Joining Gross Remune ration Previous Employment & Designation % of Shares held
Mr. Amarpal Sethi CMD I.Sc 69 48 01/09/1989 138.20 - 7.54%
Mr. Sonepal Sethi Jt. MD B.Sc. Grad Pri(UK) 53 30 01/04/1989 131.16 - 11.06%
Mr. Rishipal Sethi Jt. MD B.Sc. Elec. Engg. (USA) 46 22 29/12/2004 131.16 - 8.57%
Mr. Sukhpal S Sethi WTD I.Sc 77 59 05/03/1992 131.16 - 6.29%
Mr. Karanpal Sethi WTD B.Sc. Fin. & Acct.(USA) 33 12 01/06/2009 125.88 - 7.13%
Mr. Joe Paul WTD B.Com MIRPM 57 37 01/05/2000 81.23 - 0.19%
Ms. Shirley Paul WTD M.A. 63 41 10/07/2014 80.37 - 1.23%

ANNEXURE 3

DISCLOSURE ABOUT RELATED PARTY TRANSACTIONS:

AOC2-PIX MIDDLE EAST FZC UAE

Disclosure of particulars of contracts/arrangements entered into by the company withrelated parties referred to in subsection (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis
(a) Name(s) of the related party and nature of relationship NIL
(b) Nature of contracts/arrangements/transactions NIL
(c) Duration of the contracts/arrangements/transactions NIL
(d) Salient terms of the contracts or arrangements or transactions including the value if any NIL
(e) Justification for entering into such contracts or arrangements or transactions NIL
(f) Date(s) of approval by the Board NIL
(g) Amount paid as advances if any: NIL
(h) Date on which the special resolution was passed in

general meeting as required under first proviso to section 188

NIL
2. Details of material contracts or arrangement or transactions at arm's length basis
(a) Name(s) of the related party and nature of relationship PIX Middle East FZC UAE
(b) Nature of contracts/arrangements/transactions SALE CONTRACT
(c) Duration of the contracts/arrangements/transactions 1-4-2018 to 31-3-2019
(d) Salient terms of the contracts or arrangements or transactions including the value if any: Sale of finished Goods Rs 8 crore
(e) Date(s) of approval by the Board if any: 26-05-2018
(f) Amount paid as advances if any: NIL

DISCLOSURE ABOUT RELATED PARTY TRANSACTIONS:

AOC2-PIX TRANSMISSIONS (EUROPE) LIMITED & PIX GERMANY GMBHDisclosure of particulars of contracts/arrangements entered into by the company withrelated parties referred to in subsection (1) of section 188 of the Companies Act 2013including certain arm's length transactions under

third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis
(a) Name(s) of the related party and nature of relationship NIL
(b) Nature of contracts/arrangements/transactions NIL
(c) Duration of the contracts/arrangements/transactions NIL
(d) Salient terms of the contracts or arrangements or transactions including the value if any NIL
(e) Justification for entering into such contracts or arrangements or transactions NIL
(f) Date(s) of approval by the Board NIL
(g) Amount paid as advances if any: NIL
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 NIL
2. Details of material contracts or arrangement or transactions at arm's length basis
(a) Name(s) of the related party and nature of relationship PIX Transmissions (Europe) Limited England Fully owned subsidiary co. PIX Germany GMBH (Subsidiary company of PIX Transmissions (Europe) Limited.
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions 1-4-2018 to 31-3-2019
(d) Salient terms of the contracts or arrangements or transactions including the value if any: Sale of finished goods Rs 105 crores
(e) Date(s) of approval by the Board if any: 26.05.2018
(f) Amount paid as advances if any NIL

DISCLOSURE ABOUT RELATED PARTY TRANSACTIONS:

AOC2-KEY MANAGEMENT PERSONNEL/DIRECTORS

Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in subsection (1) of section 188 of the CompaniesAct 2013 including certain arm's length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis
(a) Name(s) of the related party and nature of relationship NIL
(b) Nature of contracts/arrangements/transactions NIL
(c) Duration of the contracts/arrangements/transactions NIL
(d) Salient terms of the contracts or arrangements or transactions including the value if any NIL
(e) Justification for entering into such contracts or arrangements or transactions NIL
(f) Date(s) of approval by the Board NIL
(g) Amount paid as advances if any: NIL
(h) Date on which the special resolution was passed in

general meeting as required under first proviso to section 188

NIL
2. Details of material contracts or arrangement or transactions at arm's length basis
(a) Name(s) of the related party and nature of relationship
Mr. Sukhpal Singh Sethi
Mr. Amarpal Sethi
Mr. Sonepal Sethi
Mr. Rishipal Sethi
Mr. Joe Paul
Mr. Karanpal Sethi
Ms. Shirley Paul
(Key Management
Personnel/Directors)
(b) Nature of contracts/arrangements/transactions Payment of Remuneration Interest & Rent
(c) Duration of the contracts/arrangements/transactions 1-4-2018 to 31-3-2019
(d) Salient terms of the contracts or arrangements or transactions including the value if any: Payment of Remuneration Rs 11 Crores

Payment of Int. & Rent र 2.55 Cr.

(e) Date(s) of approval by the Board if any: 26.05.2018
(f) Amount paid as advances if any: NIL

DISCLOSURE ABOUT RELATED PARTY TRANSACTIONS:

AOC2-PROMINENT INFRASTRUCTURE LTD

Disclosure of particulars of contracts/arrangements entered into bythecompany with related parties referred to in subsection (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto

1. Details of contracts or arrangements or transactions not at arm's length basis
(a) Name(s) of the related party and nature of relationship NIL
(b) Nature of contracts/arrangements/transactions NIL
(c) Duration of the contracts/arrangements/transactions NIL
(d) Salient terms of the contracts or arrangements or transactions including the value if any NIL
(e) Justification for entering into such contracts or arrangements or transactions NIL
(f) Date(s) of approval by the Board NIL
(g) Amount paid as advances if any: NIL
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 NIL
2. Details of material contracts or arrangement or transactions at arm's length basis
(a) Name(s) of the related party and nature of relationship Prominent Infrastructure Ltd
(Enterprises over which relatives of Key Management have influence)
(b) Nature of contracts/arrangements/transactions Rent & Interest
(c) Duration of the contracts/arrangements/transactions 1-4-2018 to 31-3-2019
(d) Salient terms of the contracts or arrangements or transactions including the value if any: Payment of Rent & Interest Rs 2.50 Crores
(e) Date(s) of approval by the Board if any: 26.05.2018
(f) Amount paid as advances if any: NIL

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FORTHE FINANCIAL YEAR 2018-19:

1.Brief outline of company's CSR Policy including overview of projects proposed to be undertaken and a reference to the web link to the CSR Policy and projects and programs and composition of CSR Committee Refer Sections: (a) Corporate Social Responsibility and (b) Disclosures: CSR&G committee in this Report;
2.Average Net profit of the company for last three financial years Rs 1945.00 Lacs
3.Prescribed CSR expenditure Two percent of the amount mentioned in item No. 2 above Rs 39.00 Lacs
4.Details of the CSR spent during the financial year Amount spent on promoting education and employment
Total Amount to be spent for the financial year Rs 39.00 Lacs
Amount unspent if any Rs 16.00 Lacs
Manner in which amount spent during the financial year Details given below

DETAILS OF THE AMOUNT SPENT ON CSR ACTIVITIES DURING THE FINANCIAL YEAR2018-19

CSR Project or Activity identified Sector in which the project is covered Project of Program State and district where project was undertaken Amou nt of outlay (Budget) Project or program Wise

(र in lacs)

Amount Spent on the

project

(र in lacs)

Cumulative Expenditure Up to Reporting period 2018-19

(र in lacs)

Amount spent direct or through implementing Agency
Training and educating children women elderly

differently-abled scholarships special education and increasing employability

Promoting education including special education and employment enhancing vocation skills especially children women elderly differently- abled and livelihood enhancement Nagpur & Mumbai-India 39.00 23.00 23.00 Direct
Total CSR spent 39.00 23.00 23.00

REASONS FOR NOT SPENDING THEFULL AMOUNT ALLOCATED FOR CSR

Company is committed to ensure full utilization of the allocated CSRbudget and has successfully done it till financial year 2017-18. In last quarter ofcurrent financial year company has identified some long term expenditures in existing CSRproject where the fund outflow are spread beyond the financial year. The amount whichremained unspent isaddedtothe CSR budget for the financial Year 2019-20

RESPONSIBILITYSTATEMENT:

The Responsibility statement of the Corporate Social Responsibility andGovernance (CSR&G) Committee of the Board of Directors of the company is reproducedbelow: The implementation and monitoring of Corporate Social Responsibility (CSR) policyisin compliance with CSRobjectivesand policy of thecompany.

Place: Mumbai Amarpal Sethi Rishipal Sethi
Date:03/05/2019 Chairman & Managing Director Chairman CSR & G Committee


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