Dear Members,
The Directors are pleased to present the Forty first Annual Report and the Audited
Statement of Accounts for the year ended 31st March 2023, 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 2023:
(Rs in lacs)
| Particulars |
As on 31.03.23 |
As on 31.03.22 |
| Sales (Net Excise) |
45,014.07 |
41,684.92 |
| Other income |
1,377.39 |
816.85 |
|
46,391.46 |
42,501.77 |
| Profit before Dep. & |
10,458.86 |
11,158.12 |
| Finance cost |
|
|
| Less: Depreciation |
2,304.66 |
2,045.30 |
| Less; Finance Cost |
749.57 |
690.86 |
| Profit before tax |
7,404.63 |
8,421.96 |
| Exceptional Items |
0.00 |
0.00 |
| Less : Provision for taxation |
|
|
| a) Current year |
2,142.38 |
2,140.00 |
| b) Deferred Tax Liability |
-276.90 |
80.20 |
| Profit after Tax |
5,539.15 |
6,201.76 |
| Less : |
|
|
| Equity Dividend |
817.51 |
681.26 |
| Tax on Dividend |
0.00 |
0.00 |
| Total Dividend |
817.51 |
681.26 |
| Balance Profit after appropriation |
4,721.64 |
5,520.50 |
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 2023 is included in the Annual Report and shown as ANNEXURE
1.
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 2022-23 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, 2023, 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 2023 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 2022-23.
PUBLIC DEPOSITS
The Company has not invited and accepted deposits from the public during the financial
year ended 31st March 2023.
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.
Joe Paul and Mr. Karanpal Sethi retire by rotation and being eligible offer themselves for
re-appointment. The notice convening the AGM includes the proposal for the reappointment
of Directors.
During the year under review, the board has reappointed Mr. Rishipal Sethi as Joint
Managing Director and Ms. Shirley Paul as Whole-Time Director of the company for a period
of 3 years subject to the approval of members.
During the year Mr. Prakashchand Khasgiwala , Independent Non-Executive Director
resigned due to pre-occupation.
During the year under review, Dr. Abhilasha Hattangdi was appointed as the Independent
Woman Director of the Company.
The company has devised a policy for the performance evaluation of independent
directors, Board committees, and other individual directors which includes criteria for
the 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.
MEETINGS OF THE BOARD COMMITTEES
The Board of Directors of the Company constituted the following Committees to focus on
specific areas and make informed decisions in the best interests of the Company within the
law:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility & Governance Committee
5. Risk Management Committee
The details of the composition of the said Committee(s), their terms of reference,
meetings held and attendance of the Committee members, during the financial year 2022-23
are provided in the Corporate Governance Report, which forms an integral part of this
report.
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.
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 2022-23 is
enclosed as ANNEXURE - 4.
The CSR Policy recommended by CSR committee and approved by the Board has been uploaded
on the website of the Company at www.pixtrans.com.
WEB LINK OF ANNUAL RETURN
The annual return of the Company under the Companies Act, 2013 is placed on the
Company's website at https://www.pixtrans.com/investors/investorPD F/Annual_Return
STATUTORY AUDITOR
M/s MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W) were
appointed as Statutory Auditors by the Members of the Company at the 40th Annual General
Meeting.
Due to commercial constraints M/s MSKA & Associates tendered their resignation vide
their letter dated 12th May, 2023, citing their inability to continue as the Statutory
Auditors of the Company from Financial year 2023-24.
The Board of Directors at their meeting held on 26th May 2023, as per the
recommendation of Audit Committee had approved the appointment of M/s SCGO & CO.LLP,
Chartered Accountants (ICAI Firm Registration No 112081W/W100184) as Statutory Auditors of
the Company to fill the casual vacancy created due to the resignation of M/s MSKA &
Associates (Firm Registration No. 105047W) as Statutory Auditors.
The Board of Directors of the Company also recommended for the approval of Members, the
appointment of M/s SCGO & CO.LLP, Chartered Accountants (ICAI Firm Registration No
112081W/W100184) as the Statutory Auditors of the Company for a period of five years from
the conclusion of 41st AGM till the conclusion of the 46th 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, 2023. 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
2023-24. 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 2022-23. The Secretarial Audit
Report submitted by the Secretarial Auditors is enclosed herewith as a part of this report
and shown as ANNEXURE-5.
RISK MANAGEMENT
The Board of Directors of the company has formed a Risk Management Committee to frame,
implement and monitor the Risk Management Plan for the company. The committee is
responsible for reviewing the Risk Management Plan and ensuring its effectiveness. The
Committee has additional oversight in the area of financial risks and controls. Major
risks identified by the businesses and functions are systematically addressed through
mitigating action on a continuing basis. The development and implementation of Risk
Management Policy has been covered in the Management Discussions and Analysis, which forms
part of this report.
REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES.
The information required pursuant to Section 197 read with Rule 5(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:
(Rs in lacs)
| Name & Designation |
Remu- neration paid FY 2022-23 |
Remu- neration paid FY 2021-22 |
Increase in remu- neration from previous year |
Ratio of remuneration /Times per Median of employee remuneration |
| Amarpal Sethi |
166.10 |
153.36 |
11.18 |
27.48 |
| Sonepal Sethi |
156.23 |
144.3 |
10.47 |
25.84 |
| Rishipal Sethi |
156.23 |
144.3 |
10.47 |
25.84 |
| Sukhpal Singh Sethi |
156.23 |
144.3 |
10.47 |
25.84 |
| Karanpal Sethi |
149.54 |
138.1 |
10.04 |
24.74 |
| Joe Paul |
105.69 |
96.78 |
7.81 |
17.47 |
| Shirley Paul |
104.57 |
95.67 |
7.8 |
17.28 |
CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION
Conservation of energy:
Company is always looking towards every step in the direction of conservation of
energy. Supply of better quality water and reduction of consumption of water, steam, fuel
and electricity have improved consumption ratio with respect to per ton of finished
product, thereby conserving energy.
| The Major sources of energy in the company are: |
| 1. Fuel /Steam |
| 2. Electricity |
| 3. Water |
1.0 Conservation of steam
1.1 Fuel change from furnace oil to Biomass briquette by replacing the steam boilers
from furnace oil fired Boiler to solid fuel Boiler has reduced the consumption of fuel.
1.2 Automation of the belt curing pots has optimized the steam utilization, controlled
on steam wastage which has resulted to saving of steam consumption.
1.3 Use of solid fuel adhesive has reduced the consumption of Biomass briquette fuel.
1.4 Waste heat recovery systems have been introduced in pot and press section. The
waste heat is utilized for pre-heating of boiler feed water optimized the steam
utilization, controlled on steam wastage which has resulted to saving of steam
consumption.
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-6
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-6.
Environmental Policy
The Company follows environment policy of sustainable growth with minimum pollution and
taking green initiatives to improve environment in all its production processes.
Design & Development /testing Laboratory
"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.
Completion of CAPEX Projects
During the year under review company has completed the following capex projects : 1.
Centralized Logistic Hub 2. MIDC Plant Expansion 3. TRP Plant Expansion 4. Mixing Plant
2nd Floor extension
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 |
| Place: Mumbai |
Amarpal Sethi |
| Date: 26/05/2023 |
Chairman and Managing Director |
|