The members of PIX Transmissions Ltd
The directors are pleased to present the Thirty Fourth Annual Report and the AuditedStatement of Accounts for the year ended 31st March 2016 together with notice of AnnualGeneral Meeting.
Given below is the financial performance of the Audited
Accounts for the year ended 31st March 2016:
| || ||( Rs. in lacs) |
|Particulars ||As on 31.03.16 ||As on 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 taxationa) || || |
|Current year ||215.00 ||125.00 |
|b) Deferred Tax Liability ||88.55 ||132.54 |
| ||366.03 ||344.89 |
|ss : || || |
|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 |
1. PIX Middle East FZC UAE.
PIX Middle East FZC incorporated to carry on business of PIX Products in the marketof Middle East Countries.
2. PIX Transmissions Europe Limited UK;
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 establishedto 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 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 read with AS-27 on Financial Reporting of Interest inJoint Ventures the audited consolidated financial statement is provided in the AnnualReport.
A statement containing brief financial details of the companys subsidiaries forthe financial year ended 31st March 2016 is included in the Annual Report and shown asANNEXURE 1. 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 of Directors at their meeting held on 18th March 2016 has recommended andpaid interim dividend of Rs. 1.00 per equity share of Face Value of Rs. 10 each for thefinancial year ended 31st March 2016. The Board recommends further dividend Re. 0.50 perequity share of face value of Rs. 10/- each making the total dividend @15% for the yearsubject to approval of the shareholders.
Directors Responsibility Statement
Pursuant to section 134(5) of the Companies Act 2013
The Board of Directors report that:
i) In the preparation of the annual accounts for the year March 31 2016 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 2016 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 companys internal financial controls were adequate and effective during thefinancial year 2015-16.
The Company has not invited and accepted deposits from the public during the financialyear ended 31st March 2016.
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.Sukhpal Singh Sethi Mr. Sonepal Sethi and Mr. Joe Paul retire by rotation and beingeligible offer themselves for re-appointment.
The company has received declaration from all the independent directors confirming thatthey meet the criteria of independence as prescribed both under the Act and Regulation 27of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015Listing Agreement with the Stock Exchange.
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.
Meeting of the Board
During the year under review nine Board Meetings were held. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013. For furtherdetails please refer to Corporate Governance Report attached to this Annual Report.
The Audit committee comprises Independent Directors namely Mr. Mohammed Adil Ansari(Chairman) Mr. Haresh Eidnani Mr. Pradeep Havnur and Mr. Amarpal Sethi (ExecutiveDirector) as other members. All the recommendations made by the Audit Committee wereaccepted by the Board.
The vigil mechanism of the company which also incorporates a whistle blower policy interms of the Listing Agreement includes an ethics and Compliance Task Force comprising ofsenior executives of the company. It deals with instance of fraud and mismanagement ifany in the company. In staying true to our values of Strength Performance and Passion andin line with our vision of being one of the most respected companies in India the Companyis committed to the high standards of Corporate Governance and stakeholder responsibility.The whistle blower Policy ensures that strict confidentiality is maintained while dealingwith concerns and also that no discrimination will be meted out to any person for agenuinely 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 membersof the 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 onarms 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 ANNEXURE - 3
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 consisting of Mr. Rishipal Sethi(Chairman) and Mr. Joe Paul (Whole-time Director) and Mr. Aqueel A Mulla (IndependentDirector) as other members of the committee. The CSR Committee of the Board has developeda 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 atwww.pixtrans.com. Out of prescribed 2% CSR expenditure of Rs. 9.37 lacs the company hasspent Rs. 5.08 Lacs on blind education and balance amount of Rs. 4.29 Lacs will be spentthrough agency for cataract operation under head differently-able and livelihoodenhancement projects
Extract of Annual Return
As provided under Section 92(3) of the act the extract of annual report is given inthe ANNEXURE 5 in the prescribed Form MGT-9 which forms part of this report.
M/s S. C. Bandi & Co. Chartered Accountants Auditors of the Company retire atthe conclusion of the ensuing Annual General Meeting and being eligible offer themselvesfor re-appointment. Members are requested to re-appoint the statutory auditors.
The notes forming part of the accounts are self-explanatory
and do not call for any further clarifications.
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 outthe 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 3of Section 143 of the Companies Act 2013 effective from 31st March 2016 has beenattached along with Auditors Report has been attached.
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 2016-17. The Secretarial AuditReport submitted by the Secretarial Auditors is enclosed herewith as a part of this reportand shown as ANNEXURE - 6
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. TheAudit Committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating action on a continuing basis.
The development and implementation of Risk Management Policy has been covered in theManagement 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 andDirectors is furnished hereunder:
Rs. in Lacs
|Name & Designation ||Remun- eration paid FY2015-16 ||Remun- eration paid FY2014-15 ||Increase in rem- uneration from previous year ||Ratio/ Timesper Medianof 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
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:
1.0 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 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. Thewaste 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 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 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.
2.2 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 planttreated water is used for gardening floor washing toilets etc which resulted inreduction of fresh water consumption.
3.2 Installation of cooling towers for re-circulation of water used for machinescooling conserve the ample quantity of fresh water.
3.2 Installation of cooling towers for re-circulation 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 Company is introducing 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.
A. Technology absorption
Efforts made in technological absorption were carried out by the company. After totalintroduction of new products the same will be absorbed and maintained for higherproductivity and better quality.
B. Foreign Exchange Earnings & Outgo
Particulars regarding foreign exchange earnings and outgo are presented in Schedule4445 and 46 of the Audited Account. The company has retained its status as net foreignexchange earner.
The particulars of conservation of energy technology absorption and foreign exchangeand outgo as required under the Companies (Accounts) Rules 2014 is given in the annexureto this report and shown as ANNEXURE 7
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
The strength of the company lies in the introduction of new products through robustdesign development testing and introduction. The design and development activity of thecompany is carried out using the best resources and facility
The company has at its disposal a rich talent pool of technical manpower from RubberTechnology Mechanical Engineering Computer engineering and Material Procurement whodesign and develop the product and process.
The Company has State of the Art facilities capable for validating and verifying theentire product range of Belts and Allied Products that the organization has in its rangeand proposes to innovate.
The Company has foot prints in the global market place by setting the pace for reducedinnovation cycle time for turning around a product. All Design and Development outputs arereviewed 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 DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report isenclosed 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 inRegulation 17 to 27 of the Listing Regulations. A report on Corporate Governance isincluded as a part of this Annual Report. Certificate from the Statutory Auditors of thecompany M/s. S.C Bandi & Co Chartered Accountants confirming the compliance with theconditions of Corporate Governance as stipulated under Regulation 17 to 27 of the ListingRegulation 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 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 BankersSuppliers Shareholders Employees and others who have reposed their confidence in theCompany.
For and on behalf of the Board of Directors
Chairman and Managing Director