ANNUAL REPORT...One BKC, B Wing, 12th Floor, Unit No.1208, Bandra-Kurla Complex, Bandra (East), Mumbai-400 051 Tel: 022-6138 3000 2 Annual Report 2018-19 I PIX TRANSMISSIONS LIMITED

37th

ANNUALREPORT

2018-2019

CERTIFICATIONS

14001:2015

16949:2016

9001:2015ISO

IATF BS OHSAS

ISO

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PRODUCT OVERVIEW

Annual Report 2018-19 I PIX TRANSMISSIONS LIMITED

BOARD OF DIRECTORS

COMPANY SECRETARY Mr. Shybu Varghese

AUDITORS M/s. B. L. Ajmera & CompanyChartered Accountants, Jaipur

BANKERS 1. State Bank of India2. Kotak Mahindra Bank3. Citi Bank N.A4. HDFC Bank

SHARE TRANSFER AGENT Link Intime India Private LimitedC101, 247 Park,L. B. S. Marg, Vikhroli West,Mumbai 400 083Tel No.: +91-22-49186000Fax: +91-22-49186060Website: www.linkintime.co.inE-mail: [email protected]

Mr. Amarpal Sethi

Mr. Sonepal Sethi

Mr. Rishipal Sethi

Mr. Sukhpal Singh Sethi

Mr. Karanpal Sethi

Mr. Joe Paul

Ms. Shirley Paul

Mr. Mohammed Adil Ansari

Mr. Haresh Eidnani

Mr. Pradeep Havnur

Dr. Aqueel A. Mulla

Mr. Prakashchand Khasgiwala

Mr. Nigel Savio Lobo

Dr. Manoj Mohan Sajnani

Mr. Jose Jacob

Chairman & Managing Director

Joint Managing Director


Whole-time Director

Whole-time Director & CFO

Whole-time Director

Whole-time Director

Independent Director








1

Resigned wef 08/02/2019

Appointed wef 08/02/2019


OFFICES & MANUFACTURING PLANTS

PIX TRANSMISSIONS LIMITEDRegistered & Marketing Office:J-7, M.I.D.C., Hingna Road, Nagpur-440 016Tel.: +91-7104-669000, Fax: +91-7104-669007/8Website: www.pixtrans.comEmail: [email protected]: L25192MH1981PLC024837

PIX TRANSMISSIONS LIMITEDWrap Belt Manufacturing PlantK-36, K-37 & K-38, MIDC, Hingna Road,Nagpur-440 016

PIX TRANSMISSIONS LIMITEDTiming, Raw Edge Cogged & Poly-V Belt Manufacturing PlantKhasra No.25, 45, 46/1, 46/2, 47 & 48Mouza Nagalwadi, Tehsil-Hingna, Nagpur-440 016

PIX TRANSMISSIONS LIMITEDCentralised Mixing PlantKhasra No.57, Mouza Nagalwadi,Tehsil-Hingna, Nagpur-440 016

PIX TRANSMISSIONS LIMITEDCorporate Office:One BKC, B Wing, 12th Floor, Unit No.1208,Bandra-Kurla Complex,Bandra (East), Mumbai-400 051Tel: 022-6138 3000

2Annual Report 2018-19 I PIX TRANSMISSIONS LIMITED

Notice is hereby given that the Thirty Seventh Annual General Meeting of PIX TRANSMISSIONS LIMITED willbe held at the Registered Office of the company at J-7, MIDC, Hingna Road, Nagpur at 9.30 a.m. onWednesday24TH July,2019 to transactthe following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Statement of Profit and Loss for the Year ended 31st March,2019and the Balance Sheet as on thatdatetogether with theReports of Directors and Auditors thereon.

2. To declarea dividend on Equity Shares for theFinancial Year ended 31st March, 2019.

3. To appoint a Director in place of Mr. Amarpal Sethi (DIN: 00129462), who retires by rotation and beingeligible offers himself for re-appointment.

4. To appoint a Director in place of Mr. Rishipal Sethi (DIN: 00129304), who retires by rotation and beingeligible offers himself for re-appointment.

5. To appoint a Director in place of Mr. Karanpal Sethi (DIN: 01711384), who retires by rotation and beingeligible offers himself for re-appointment.

SPECIAL BUSINESS

6. Re-appointment of Mr. Mohammed Adil Ansari as an Independent Non-ExecutiveDirector

To consider, and if thought fit, to pass, thefollowing Resolution as a Special Resolution:

pursuant to the provisions of Sections 149, 150, 152 and any other applicable“RESOLVED THATprovisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification ofDirectors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, Mr. Mohammed Adil Ansari (DIN:06913509),Independent Non-Executive Director of the Company who has submitted a declaration that he meets thecriteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and who iseligible for reappointment, be and is hereby re-appointed as an Independent Non-Executive Director ofthe Company to hold office for second term of five consecutive years with effect from 18th September,2019to 17th September,2024 and whoseofficeshall not be liable to retire byrotation.

any Director and/or the Company Secretary of the Company be and is herebyRESOLVED FURTHER THATauthorised to do all acts, deeds and things including filings and take steps as may be deemed necessary,proper or expedient to giveeffect to this Resolution and matters incidental thereto”

7. Re-appointment of Mr. Haresh Eidnani as an Independent Non-Executive Director

To consider, and if thought fit, to pass, thefollowing Resolution as a Special Resolution:

NOTICE


NOTICE

pursuant to the provisions of Sections 149, 150, 152 and any other applicable“RESOLVED THATprovisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification ofDirectors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, Mr.Haresh Eidnani (DIN:00129426), Independent Non-Executive Director of the Company who has submitted a declaration that he meets the criteria ofindependence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, as amended from time to time and who is eligible forreappointment, be and is hereby re-appointed as an Independent Non-Executive Director of theCompany to hold office for second term of five consecutive years with effect from 18th September, 2019to 17th September, 2024 and whose officeshall not be liable to retireby rotation.

any Director and/or the Company Secretary of the Company be and is herebyRESOLVED FURTHER THATauthorised to do all acts, deeds and things including filings and take steps as may be deemed necessary,proper or expedientto give effect to this Resolution and matters incidental thereto”

8. Re-appointment of Mr. Pradeep Havnur as an Independent Non-Executive DirectorTo consider,and if thought fit, to pass, thefollowing Resolution as a Special Resolution:

pursuant to the provisions of Sections 149, 150, 152 and any other applicable“RESOLVED THATprovisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification ofDirectors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, Mr. Pradeep Havnur (DIN:00129559), IndependentNon-Executive Director of the Company who has submitted a declaration that he meets the criteria ofindependence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, as amended from time to time and who is eligible forreappointment, be and is hereby re-appointed as an Independent Non-Executive Director of theCompany to hold office for second term of five consecutive years with effect from 18th September, 2019to 17th September, 2024 and whose officeshall not be liable to retireby rotation.

any Director and/or the Company Secretary of the Company be and is herebyRESOLVED FURTHER THATauthorised to do all acts, deeds and things including filings and take steps as may be deemed necessary,proper or expedientto give effect to this Resolution and matters incidental thereto”

9. Re-appointment of Mr. Prakashchand Khasgiwala as an Independent Non-Executive DirectorTo consider,and if thought fit, to pass,the following Resolution as a Special Resolution:

pursuant to the provisions of Sections 149, 150, 152 and any other applicable“RESOLVED THATprovisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification ofDirectors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, Mr. Prakashchand Khasgiwala (DIN:06972949),Independent Non-Executive Director of the Company who has submitted a declaration that he meets thecriteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and who iseligible for reappointment, be and is hereby re-appointed as an Independent Non-Executive Director ofthe Company to hold office for second term of five consecutive years with effect from 20th September,2019 to 19th September, 2024and whoseoffice shall not be liableto retire byrotation.



10. Re-appointment of Mr. NigelSavio Lobo as an Independent Non-Executive Director

To consider, and if thoughtfit, to pass, the followingResolution as a Special Resolution:

pursuant to the provisions of Sections 149, 150, 152 and any other applicable“RESOLVED THATprovisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification ofDirectors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, Mr. Nigel Savio Lobo (DIN:06677817), IndependentNon-Executive Director of the Company who has submitted a declaration that he meets the criteria ofindependence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, as amended from time to time and who is eligible forreappointment, be and is hereby re-appointed as an Independent Non-Executive Director of theCompany to hold office for second term of fiveconsecutive years with effect from 20th September, 2019to 19th September, 2024and whoseoffice shall not be liableto retire byrotation.


11. Appointment of Mr. Jose Jacob as an Independent Non-Executive Director

To consider, and if thought fit, to pass, thefollowing Resolution as an Ordinary Resolution:

pursuant to the provisions of Sections 149, 150, 152, 161 and other applicable“RESOLVED THATprovisions, if any, of the Companies Act, 2013 and the Rules made there under, read with Schedule IV tothe said Act, Mr. Jose Jacob (DIN:00128988) who was appointed as an Additional Director of theCompany by the Board of Directors with effect from 8th February 2019 to hold office up to the date ofAGM, beand is hereby appointed as an Independent Director of the Companyto hold office for a term upto fiveconsecutive years commencing from 24th July, 2019.


12. To ratify remuneration of Cost Auditor for the F.Y. 2019-20

To consider,and if thought fit, to pass, thefollowing Resolution as an OrdinaryResolution:

pursuant to the provision of Section 148 and other applicable provisions, if any, of the“RESOLVED THATCompanies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 including statutorymodification(s) or re-enactment thereof, for the time being in force M/s Manisha & Co, Cost

NOTICE


Accountants, Nagpur, the cost auditors appointed by the Board of Directors of the company, to conductthe audit of the cost records of the company for the financial year ending 31st March, 2020 be paidremuneration of Rs 50,000/-(Rupees Fifty Thousand only) plus applicable taxes and reimbursement ofout of pocketexpenses incurred by them during the course of audit.

For and on behalf of the Board of Directors

Amarpal Sethi

Chairman & Managing Director

Place: Mumbai

Date: 03/05/2019

NOTICE

6

ANNEXURE TO NOTICE1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting

out material facts concerning the business under Item Nos. 7to 13 of the Notice, is annexed hereto. Therelevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard on GeneralMeetings issued by the Institute of Company Secretaries of India, in respect of Directors seekingappointment/re-appointment at this Annual General Meeting (“AGM”) arealso annexed.

2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTEON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy onbehalf of not more than fifty members and holding in aggregate not more than ten percent of the totalShare Capital of the Company. Members holding more than ten percent of the total Share Capital of theCompany may appoint a single person as proxy, who shall not act as a proxy for any other Member. Theinstrument of Proxy, in order to be effective, should be deposited at the Registered Office of theCompany, duly completed and signed, not later than 48 hours before the commencement of themeeting. A Proxy Form is annexed to this Report. Proxies submitted on behalf of limited companies,societies, etc., must besupported byan appropriate resolution/authority, as applicable.

3. Register of Members and the transfer books of the Company will remain closed from Wednesday 17thJuly, 2019to Wednesday 24th July, 2019(both days inclusive).

4. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules madethere under, Companies can serve Annual Reports and other communications through electronic modeto those Members who have registered their e-mail address either with the Company or with theDepository. Members holding shares in physical form and who have not registered their e-mail addresswith the Company can now register the same by submitting a duly filled in 'E-CommunicationRegistration Form, available on the website of the Company www.pixtrans.com, to M/s. Link IntimeIndia Private Ltd, the registrar and share transfer agent of the Company. Members holding shares inDemat form are requested to register their e-mail address with their Depository participant(s) only.Members of the Company, who have registered their e-mail address, are entitled to receive suchcommunication in physical form upon request.


5. Pursuant to Section 124 of the Companies Act, 2013 the unpaid dividends that are due for transfer toInvestor Education and Protection Fund are as follows:

Members are requested to note that, dividends if not encashed for a consecutive period of 7 years fromthe date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to theInvestor Education and Protection Fund (IEPF). The shares in respect of such unclaimed dividends arealso liable to be transferred to the Demat account of the IEPF Authority. In view of this, Members arerequested to claim their dividends from the Company, within the stipulated timeline. The Members,whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making anapplication to the IEPF Authority in Form No. IEPF-5 available on ww.iepf.gov.in. For details, please referto corporategovernance report which is a partof this Annual Report.

6. The Notice of AGM and Annual Report are being sent in electronic mode to Members whose e-mail IDsare registered with the Company or the Depository Participant(s), unless the members have requestedfor a hard copy of the same. The physical copy of the Notice of AGM and Annual Report are being sent tothose Members who havenot registered their e-mail IDs with the Companyor DepositoryParticipant(s).

7. Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, theCompany is pleased to provide the facility of remote e-voting to Members to exercise their right to voteby electronic means. The Members, whose names appear in the Register of Members/list of BeneficialOwners as on Wednesday, 17th July, 2019 are entitled to vote on the Resolutions set forth in this Notice.The e-voting period will commence at 9.00 a.m. on Sunday, 21st July, 2019 and will end at 5.00 p.m. onTuesday, 23rd July, 2019. The Company has appointed Mr. Sahib Chauhan, practicing CharteredAccountant, to act as theScrutinizer, for conducting the scrutiny of the votes cast. The Members desiringto vote through electronic modemayrefer to thedetailed procedure on e-voting given hereinafter.

8. The facility of Voting through Ballot paper at meeting is also provided to those members, who have notexercised their voting right through electronicmeans.

9. The members who have cast their vote by remote e-voting prior to the meeting may also attend themeeting butshall not beentitled to cast their voteagain.

The instructions for shareholders voting electronically are as under:

The Company has entered into an arrangement with Central Depository Services (India) Limited (CDSL)for facilitatingremote e-voting for AGM. The instructions for remotee-voting are as under:

ANNEXURE TO NOTICE

7

2011-122012-132012-132013-142014-152015-162015-162016-172017-18

Year

No dividendSpecialFinalFinalFinalInterimFinalFinalFinal

Type For the yearended

Date ofDeclaration

Due fortransfer

NA24/11/201225/09/201318/09/201423/09/201518/03/201628/09/201627/09/201719/09/2018

2011-122012-132012-132013-142014-152015-162015-162016-172017-18

NA28/01/202029/11/202022/11/202127/11/202222/05/202301/12/202302/12/202423/11/2025


(i) The voting period begins on Sunday, 21st July, 2019 at 9.00 a.m. and ends on Tuesday, 23rd July, 2019at 5.00 p.m. During this period shareholders of the Company, holding shares either in physical form orin Dematerialized form, as on Wednesday, 17th July, 2019, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast bytheshareholder, theshareholder shall not beallowed to change it subsequently.

(ii) Theshareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) NowEnter your User ID

a. For CDSL: 16digits beneficiary ID,

b. For NSDL: 8Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with theCompany.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on anearlier voting of anycompany, then your existing password is to beused.

(vii) If you area first time user follow the steps given below:

ANNEXURE TO NOTICE

8

PAN

Dividend Bank

Details

OR Date of

Birth (DOB)

Enter your 10 digit alpha-numeric PAN issued by Income Tax

Department (Applicable for both demat shareholders as well as

physical shareholders)

Members who have not updated their PAN with the

Company/Depository Participant are requested to use the sequence

number which is printed on the address sticker indicated in the PAN

field.

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy

format) as recorded in your demat account or in the company

records in order to login.

If both the details are not recorded with the depository or company

please enter the member id/folio number in the Dividend Bank

details field as mentioned in instruction (iv)

For Members holding sharesin Demat Form and Physical Form


ANNEXURE TO NOTICE

(viii) After enteringthesedetails appropriately, clickon “SUBMIT”tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen.However, members holding shares in demat form will now reach ‘Password Creation’ menu whereinthey are required to mandatorily enter their login password in the new password field. Kindly notethat this password is to be also used by the demat holders for voting for resolutions of any othercompany on which they are eligible to vote, provided that company opts for e-voting through CDSLplatform. It is strongly recommended not to share your pass-word with any other person and takeutmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on theresolutions contained in this Notice.

(xi) Clickon the EVSN for therelevant <CompanyName>on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assentto the Resolution and option NO implies that you dissentto theResolution.

(xiii) Click on the“RESOLUTIONSFILE LINK”if you wish to view the entireResolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation boxwill be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on“CANCEL” and accordingly modifyyour vote.

(xv) Once you “CONFIRM” your voteon the resolution, you will notbe allowed to modifyyour vote.

(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Votingpage.

(xvii) If a demat account holder has forgotten the login password then Enter the User ID and the imageverification code and click on Forgot Password& enter thedetails as prompted bythesystem.

(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android basedmobiles. The m-Voting app can be downloaded from Google Play Store, Apple and Windowsphone. Please followthe instructions as prompted by the mobileapp while voting on your mobile.

(xix) Note for Non –Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian arerequired to log on to www.evotingindia.comand register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity shouldbeemailed to [email protected].

• After receiving the login details a Compliance User should be created using the adminlogin and password. The Compliance User would be able to link the account(s) for whichtheywish to vote on.

• The list of accounts linked in the login should be mailed [email protected] and on approval of the accounts they would be ableto cast their vote.


• A scanned copy of the Board Resolution and Power of Attorney (POA) which they haveissued in favour of the Custodian, if any, should be uploaded in PDF format in the systemfor the scrutinizer to verify thesame.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently AskedQuestions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section orwrite an email to [email protected].

xxi) The results shall bedeclared on or after the AGM. The results along with the Scrutinizer's Report shallalso beplaced on thewebsite of thecompany.

10. Members holding shares in Demat form are hereby informed that bank particulars registered with theirrespective Depository Participant(s), with whom they maintain their Demat accounts; will be used bythe Company for payment of dividend. The Company or its Registrar cannot act on any request receiveddirectly from the Members holding shares in Demat form for any change in bank particulars. Membersholding shares in Demat form are requested to intimate any change in their address and/or bankmandate to their DepositoryParticipants immediately.

11. Members holding shares in physical form are requested to intimate any change of address and/or bankmandate to M/s. Link Intime India Private Limited the registrar and share transfer agent of the Companyimmediately.

12. Pursuant to the provisions of Investor Education and Protection Fund (uploading of informationregarding unpaid and unclaimed amount lying with companies) Rules 2012, the Company has uploadedthe details of unpaid and unclaimed amounts lying with the Company as on September 19th 2018 (dateof last Annual General Meeting) on the website of the Company (www.pixtrans.com), as also on thewebsite of theMinistryof CorporateAffairs.

13. Members desiring any information relating to the accounts are requested to write to the Company atleast one week in advancebefore the meeting, so as to enable the management to keep the informationready.

14. The route map showing directions to reach the venue of the Thirty Seventh AGM is annexed withAttendanceSlip.

15. Additional information on directors recommended for appointment/re-appointment as required underRegulation 36 of theSEBI (LODR) Regulation, 2015.

1. Nameof the Director : Mr. AmarpalSethiMr. Amarpal Sethi, I. Sc., age 69 years, with more than 48 years of manufacturing experience andknowhow in the field of mechanical power transmission. By virtue of his intricate knowledge of thetechnical and manufacturing process, he has streamlined the Company’s operations. Furthermore, Mr.Amarpal Sethi has been instrumental in setting the vision for the Company and creating the necessaryinfrastructure to achievethe same.

Mr. Amarpal Sethi is relative of Mr. Karanpal Sethi, Mr. Rishipal Sethi, Mr. Sukhpal Singh Sethi and Mr.Sonepal Sethi, who areExecutiveDirectors of theCompany.

Mr. Amarpal Sethi is the member of Audit Committee of the company and doesn’t hold anyDirectorship/Membership of any other listed entities/committees of the board.

ANNEXURE TO NOTICE


2. Nameof the Director : Mr. Rishipal SethiMr. Rishipal Sethi, B.Sc (Electrical Engineering) from an Ivy League University in the US, aged 46, withover 23 years work experience in establishing and successfully managing multi-national companies invarious industries.

His qualification, skills, and experience has been instrumental in establishing and running the overseasventures of PIX. He continues to contribute to the Company by over-seeing Sales and Marketing in keyExport markets, as well as establishing and sustaining best practices across functions in the PIX group ofCompanies.

Mr. Rishipal Sethi is relative of Mr. Sukhpal Singh Sethi, Mr. Amarpal Sethi, Mr. Sonepal Sethi andMr.Karanpal Sethi who are Executive Directors of the Company.

Mr. Rishipal Sethi is the member of Corporate Social Responsibility & Governance Committee of thecompany and doesn’t hold any Directorship/Membership of any other listed entities/committees of theboard.

3. Nameof the Director : Mr. KaranpalSethiMr. Karanpal Sethi, B.Sc. (Finance & Accounting), USA, aged 33 years has more than 13 years ofprofessional experience in theMechanical and Fluid Power Transmissions industry.

Mr. Karanpal Sethi’s primary activities include monitoring the financial performance of the Companystrategic planning, risk management as well as overseeing the financial operations of our subsidiarycompanies. Armed with a global perspective, Mr. Karanpal Sethi is instrumental in ensuring that the bestfinancial practices arefollowed throughoutthe entire PIX Group.

Mr. Karanpal Sethi is relative of Mr. Amarpal Sethi, Mr. Sukhpal Singh Sethi, Mr. Sonepal Sethi andMr.Rishipal Sethi, who areExecutiveDirectors of theCompany.

Mr. Karanpal Sethi is the member of risk-management committee of thecompany.

4. Nameof the Director : Mr. Mohammed Adil AnsariMr. Mohammed Adil Ansari, Independent and Non-executive Director, aged 35 years is a CharteredAccountant by qualification. He is a practicing chartered account and also a proprietor of M. A. Ansari &Associates.

Mr. Mohammed Adil Ansari has been associated with the Company as a Director since 2014 and holdsDirectorship of Pace Fincorps Pvt. Ltd.

Mr. Mohammed Adil Ansari is Chairman of Audit Committee and member of Risk ManagementCommitteeof the company.

5. Nameof the Director : Mr. Haresh EidnaniMr. Haresh Eidnani, Independent and Non-executive Director, aged 55 years holds a de-gree in Scienceand Business Administration. He is an Entrepreneur running successfully a logistic company and anevent managementcompanyfrom last 20years.

Mr. Haresh Eidnani,has been associated with the Company as a Director since 1999 and doesn’t hold anyDirectorship/Membership of any other listed entities/committees of the board. Mr. Haresh Eidnani, isthe chairman of Stakeholders Relationship Committee and also a member of Audit Committee and

ANNEXURE TO NOTICE


Nomination and Remuneration Committeeof the company.

6. Nameof the Director : Mr. Pradeep HavnurMr. Pradeep Havnur, Independent and Non-executiveDirector, aged 54years holds degree in Law.

Mr. Pradeep Havnur, has been associated with the Company as a Director since 2003 and doesn’t holdanyDirectorship/Membership of any other listed entities/committees of the board.

Mr. Pradeep Havnur, is thechairman of Nomination and Remuneration Committee and also a member ofAudit Committeeof the company.

7. Nameof the Director : Mr. Prakashchand KhasgiwalaMr. Prakashchand Khasgiwala, Independentand Non-executive Director, aged 69 years is B.Sc and MA byqualification. He is a retired banker having thirtyyears of experience in thefield of Banking & Finance.

Mr. Prakashchand Khasgiwala, has been associated with the Company as a Director since 2014 anddoesn’t hold any Directorship/Membership of anyother listed entities/committees of theboard.

Mr. Prakashchand Khasgiwala, doesn’t hold any position in committees of thecompany.

8. Nameof the Director : Mr. Nigel Savio LoboMr. Nigel Savio Lobo, Independent and Non-executive Director, aged 32 years is the founder and CEO ofQuikchex Pvt Ltd which specializes in HR & Payroll software and is also an Executive Director at LOBOSTAFFING SOLUTIONS, one of India’s leading staffing companies, he has also worked as an InvestmentBanker for JP Morgan in New York, and holds a Master’s and a Bachelor’s degree from The WhartonSchool, Universityof Pennsylvania.

Mr. Nigel Savio Lobo, has been associated with the Company as a Director since 2014 and as on date ofthis notice, he holds directorship of Quikchex Pvt Ltd, Lobo Staffing Solutions And Personnel SearchServices Private Limited.

Mr. Nigel Savio Lobo,doesn’thold anyposition in committees of the company.

9. Nameof the Director : Mr. Jose JacobMr. Jose Jacob, Independent and Non-executive Director, aged 73 years is B.Sc in Chemistry byqualification. He is into business and successfully running his familyowned business since1974.

Mr. Jose Jacob doesn’t hold any Directorship/Membership of any other listed entities/committees of theboard.

Mr. Jose Jacob,doesn’thold anyposition in committees of the company.

EXPLANATORY STATEMENT IN PURSUANCE TO THE PROVISION OF SECTION 102OF THE COMPANIES ACT, 2013

The following explanatory statement sets out all material facts relating to various Business including SpecialBusiness of theaccompanying Notice of theAnnual General Meetingto be held on 24th July, 2019.

ITEM NO. 6 : Re-appointment of Mr. Mohammed Adil Ansari as an Independent Non-Executive Director:Mr. Mohammed Adil Ansari was appointed as an Independent Non-Executive Director of the Company bythe members at 32nd Annual General Meeting of theCompanyheld on 18th September, 2014 for a period offive consecutiveyears commencing from 18th September, 2014 upto 17th September, 2019.

ANNEXURE TO NOTICE


As per Section 149(10) of the Act, an Independent Director shall hold office for a term of up to fiveconsecutive years on the Board of a Company, but shall be eligible for re-appointment on passing a specialresolution bytheCompany for another term of up to fiveconsecutiveyears.

Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions ofSections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, Mr. Mohammed Adil Ansari, being eligible forre-appointment as an Independent Director and offering himself for re-appointment, is proposed to be re-appointed as an Independent Director for second term of five consecutive years from 18th September, 2019to 17th September, 2024.

The Company has received declaration from him stating that he meets the criteria of Independence asprescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation16(1)(b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has also given his consent tocontinue to act as Director of theCompany, if so appointed bythemembers.

In the opinion of the Board, Mr. Mohammed Adil Ansari fulfils the conditions specified under Section 149 (6)of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his reappointment as anIndependent Non-Executive Director of the Company and is independent of the management. Copy of thedraft letter for appointment of Mr. Mohammed Adil Ansari as an Independent Non-Executive Directorsetting out terms and conditions would be available for inspection without any fee by the members at theRegistered Office of the Company during normal business hours (9:30 am to 6:00 pm) on any working day,except Sunday, upto and including the dateof AGM of theCompany.

The Board considers that his continued association would be of immense benefit to the Company and it isdesirable to continue to avail services of Mr. Mohammed Adil Ansari as an IndependentDirector.

Accordingly, the Board recommends passing of the Special Resolution in relation to re-appointment of Mr.Mohammed Adil Ansari as an Independent Director for another term of five consecutive years with effectfrom 18th September,2019 to 17th September, 2024, for approval bythe shareholders of the Company.

Except Mr. Mohammed Adil Ansari being a Director, none of other Directors/Key Managerial personnel andtheir relatives are in any way concerned or interested in this resolution.

ITEM NO. 7 : Re-appointment of Mr. Haresh Eidnanias an Independent Non-Executive Director:Mr. Haresh Eidnani was appointed as an Independent Non-Executive Director of the Company by themembers at 32nd Annual General Meeting of theCompanyheld on 18th September, 2014 for a period of fiveconsecutiveyears commencing from 18th September,2014 up to 17th September, 2019.


Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions ofSections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, Mr. Haresh Eidnani, being eligible for re-appointment as an Independent Director and offering himself for re-appointment, is proposed to be re-appointed as an Independent Director for second term of five consecutive years from 18th September, 2019to 17th September, 2024.

ANNEXURE TO NOTICE



In the opinion of the Board, Mr. Haresh Eidnani fulfils the conditions specified under Section 149 (6) of theAct, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his reappointment as anIndependent Non-Executive Director of the Company and is independent of the management. Copy of thedraft letter for appointment of Mr. Haresh Eidnani as an Independent Non-Executive Director setting outterms and conditions would be available for inspection without any fee by the members at the RegisteredOffice of the Company during normal business hours (9:30 am to 6:00 pm) on any working day, exceptSunday, up to and including thedateof AGM of theCompany.

The Board considers that his continued association would be of immense benefit to the Company and it isdesirable to continue to avail services of Mr. Haresh Eidnani as an IndependentDirector.

Accordingly, the Board recommends passing of the Special Resolution in relation to re-appointment of Mr.Haresh Eidnani as an Independent Director for another term of five consecutive years with effect from 18thSeptember, 2019 to 17th September, 2024, for approval bytheshareholders of theCompany.

Except Mr. Haresh Eidnani being a Director, none of other Directors/Key Managerial personnel and theirrelatives are in anywayconcerned or interested in this resolution.

ITEM NO. 8 : Re-appointment of Mr. Pradeep Havnur as an Independent Non-Executive Director:Mr. Pradeep Havnur was appointed as an Independent Non-Executive Director of the Company by themembers at 32nd Annual General Meeting of theCompanyheld on 18th September, 2014 for a period of fiveconsecutiveyears commencing from 18th September,2014 up to 17th September,2019.


Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions ofSections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, Mr. Pradeep Havnur, being eligible for re-appointment as an Independent Director and offering himself for re-appointment, is proposed to be re-appointed as an Independent Director for second term of five consecutive years from 18th September, 2019to 17th September, 2024.


In the opinion of the Board, Mr. Pradeep Havnur fulfils the conditions specified under Section 149 (6) of theAct, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his reappointment as anIndependent Non-Executive Director of the Company and is independent of the management. Copy of thedraft letter for appointment of Mr. Pradeep Havnur as an Independent Non-Executive Director setting out

ANNEXURE TO NOTICE


ANNEXURE TO NOTICE

terms and conditions would be available for inspection without any fee by the members at the RegisteredOffice of the Company during normal business hours (9:30 am to 6:00 pm) on any working day, exceptSunday, up to and including thedateof AGM of theCompany.

The Board considers that his continued association would be of immense benefit to the Company and it isdesirable to continue to avail services of Mr. Pradeep Havnur as an Independent Director.

Accordingly, the Board recommends passing of the Special Resolution in relation to re-appointment of Mr.Pradeep Havnur as an Independent Director for another term of five consecutive years with effect from 18thSeptember, 2019 to 17th September, 2024, for approval bytheshareholders of theCompany.

Except Mr. Pradeep Havnur being a Director, none of other Directors/Key Managerial personnel and theirrelatives are in anywayconcerned or interested in this resolution.

ITEM NO. 9 : Re-appointment of Mr. Prakash Chand Khasgiwala as an Independent Non-ExecutiveDirector:

Mr. Prakash Chand Khasgiwala was appointed as an Independent Non-Executive Director of the Company bythe members thru postal ballot conducted between 21st February 2015 to 23rd March 2015 for a period offive consecutiveyears commencing from 20th September, 2014 up to 19th September,2019.


Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions ofSections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, Mr. Prakash Chand Khasgiwala, being eligiblefor re-appointment as an Independent Director and offering himself for re-appointment, is proposed to bere-appointed as an Independent Director for second term of five consecutive years from 20th September,2019 to 19th September, 2024.


In the opinion of the Board, Mr. Prakash Chand Khasgiwala fulfils the conditions specified under Section 149(6) of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for hisreappointment as an Independent Non-Executive Director of the Company and is independent of themanagement. Copy of the draft letter for appointment of Mr. Prakash Chand Khasgiwala as an IndependentNon-Executive Director setting out terms and conditions would be available for inspection without any feeby the members at the Registered Officeof theCompanyduring normal business hours (9:30 am to 6:00 pm)on anyworking day, except Sunday,up to and including thedate of AGMof the Company.

The Board considers that his continued association would be of immense benefit to the Company and it isdesirable to continue to avail services of Mr. Prakash Chand Khasgiwala as an In-dependentDirector.

Accordingly, the Board recommends passing of the Special Resolution in relation to re-appointment of Mr.


16

Prakash Chand Khasgiwala as an Independent Director for another term of five consecutiveyears with effectfrom 20th September,2019 to 19th September, 2024, for approval bythe shareholders of the Company.

Except Mr. Prakash Chand Khasgiwala being a Director, none of other Directors/Key Managerial personneland their relatives are in any wayconcerned or interested in this resolution.

ITEM NO. 10 : Re-appointment of Mr. Nigel Savio Lobo as an Independent Non-ExecutiveDirector:

Mr. Nigel Savio Lobo was appointed as an Independent Non-Executive Director of the Company by themembers thru postal ballot conducted between 21st February 2015 to 23rd March 2015 for a period of fiveconsecutiveyears commencing from 20th September,2014 up to 19th September, 2019.


Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions ofSections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, Mr. Nigel Savio Lobo, being eligible for re-appointment as an Independent Director and offering himself for re-appointment, is proposed to be re-appointed as an Independent Director for second term of five consecutive years from 20th September, 2019to 19th September, 2024.


In the opinion of the Board, Mr. Nigel Savio Lobo fulfils the conditions specified under Section 149 (6) of theAct, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his reappointment as anIndependent Non-Executive Director of the Company and is independent of the management. Copy of thedraft letter for appointment of Mr. Nigel Savio Lobo as an Independent Non-Executive Director setting outterms and conditions would be available for inspection without any fee by the members at the RegisteredOffice of the Company during normal business hours (9:30 am to 6:00 pm) on any working day, exceptSunday, up to and including thedateof AGM of theCompany.

The Board considers that his continued association would be of immense benefit to the Company and it isdesirable to continue to avail services of Mr. Nigel Savio Lobo as an IndependentDirector.

Accordingly, the Board recommends passing of the Special Resolution in relation to re-appointment of Mr.Nigel Savio Lobo as an Independent Director for another term of fiveconsecutive years with effect from 20thSeptember, 2019 to 19th September, 2024, for approval bytheshareholders of theCompany.

Except Mr. Nigel Savio Lobo being a Director, none of other Directors/Key Managerial personnel and theirrelatives are in anywayconcerned or interested in this resolution.

ANNEXURE TO NOTICE


ANNEXURE TO NOTICE

17

ITEM NO. 11 : Appointment of Mr. Jose Jacob as an Independent Non-ExecutiveDirector:The Board of Directors of the company at its meeting held on 8th February 2019 appointed Mr. Jose Jacob asan Additional Director of the Company with effect from 8th February, 2019 to hold office up to the date ofAGM.

It is proposed to appoint Mr. Jose Jacob as Independent Director under Section 149 of the Companies Actand Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 tohold office for a term up to five consecutive years commencing from 37th Annual General Meeting.

Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions ofSections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, Mr. Jose Jacob, being eligible for appointmentas an Independent Director and offering himself for appointment, is proposed to be appointed as anIndependent Director for a term up to five consecutive years commencing from 37th Annual GeneralMeeting.


In the opinion of the Board, Mr. Jose Jacob fulfils the conditions specified under Section 149 (6) of the Act,the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 for appointment as an IndependentNon-Executive Director of the Company and is independent of the management. Copy of the draft letter forappointment of Mr. Jose Jacob as an Independent Non-Executive Director setting out terms and conditionswould be available for inspection without any fee by the members at the Registered Office of the Companyduring normal business hours (9:30 am to 6:00 pm) on any working day, except Sunday, up to and includingthedate of AGMof the Company.

Accordingly, the Board recommends passing of the Ordinary Resolution in relation to appointment of Mr.Jose Jacob as an Independent Director for approval by the shareholders of the Company.

ITEM NO. 12 : Remuneration of Cost Auditors :The Board of Directors at its meeting held on 3rd May, 2019, on recommendation of the Audit Committee,has approved the appointment of M/s Manisha & Co, Cost Accountants, Nagpur, to conduct the audit of thecost records maintained by the company for the financial year 2019-20 at a remuneration of Rs 50,000/-(Rupees Fifty Thousand only) plus applicable taxes and reimbursement of out of pocket expenses incurredbythem during thecourseof audit.

In accordancewith the provisions of Section 148of the Companies Act, 2013read with theCompanies (Auditand Auditors) Rules, 2014, the remuneration payable to the cost Auditors has to be ratified by the membersof the company. Accordingly, consent of the members is sought for passing an ordinary resolution as set outin item no. 12 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financialyear 2019-20.


Amarpal SethiChairman and Managing Director

Place: Mumbai

Date: 03/05/2019


Dear Shareholders,

On behalf of the Board of Directors, it gives me great pleasure in sharing with you an update on theoverall performance of your Company in FY 2018-19.

I’m pleased to report that the slump that was witnessed in domestic markets in FY 2018 primarilydue to the implementation/adoption of GST, especially in secondary sales channels was overturnedto a large degree in the FY concluded March ’19. There was strong resurgence in domestic activityacross all industries on account of the increased fiscal spending on infrastructure projects by theGovernment coupled with improved consumption patterns. As a result, we were able to record anuplift of over 20%in our domestic sales over last year.

Being one of the largest exporters of rubber V-belts from India, we are constantly looking at waysand means to enhance our global footprint and be a shining example of the ‘Make in India’movement. Despite a general slowdown in the global economy, your Company was able to achieve a~10% growth in its Export revenue due to the expansion of our sales network in certain EuropeanandAsian economies.

On account of the aforesaid, we finished the year at a record high top-line of 297 cr and an extremelyhealthy EBITDA margin of 21% and PBT of 13%. The improvement in our PBT numbers can beattributed to a 20% reduction in our finance costs owing to prudent financial managementstrategies which will hold us in good stead through volatility in financial markets. A furthertestament to our improving financials was the one-notch upgrade of our credit rating to A minus byCARE Ratings in January.

In our constant endeavor to be amongst the most reputed global manufacturers in our industry, werecently commissioned a state-of-the-art extrusion and calendaring line that will further enhancethe quality and consistency of our product, not to mention the efficiencies that will arise through thecentralization of certain key manufacturing processes.

As we look to FY 2019-2020, the U.S. – China trade tensions, an economic slowdown in China andBrexit will continue to impact overall global growth sentiment; however, with growth beingprojected of 7.3% in CY 2019 & 2020 in the domestic market, we remain confident that the Indianeconomy will continue tobe a key growth figure for the world economy.

Finally, I would like to thank all stakeholders for their unwavering support and encouragement thathas propelled us to scale new heights. We remain committed to bettering ourselves every day anddeliver value to our shareholders and society at large.

Sincerely,

AmarpalSethiChairman & Managing Director

CHAIRMAN’S LETTER


DIRECTOR’S REPORT

Dear Members,

The Directors are pleased to present the ThirtySeventh Annual Report and the AuditedStatement of Accounts for the year ended 31stMarch 2019, together with notice of AnnualGeneral Meeting.

FINANCIAL RESULTSGiven below is the financial performance of theAudited Accounts for the year ended 31st March2019:

SUBSIDIARIES:1. PIX MiddleEast FZC, UAE

PIX Middle East FZC incorporated to carry onbusiness of PIX Products in the market ofMiddleEast Countries.

2. PIX Transmissions Europe Limited, U.K.PIX Transmissions Europe Limited incorporatedto carry on business of PIX Products and otherproducts in themarketof European countries.

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

PIX Middle East Trading LLC, UAE is subsidiaryof PIX Middle East FZC established to carry on

business of PIX Products in the market ofMiddle East Countries.

2. PIX Germany GmbH, GermanyPIX Germany GmbH, Germany is subsidiary ofPIX Transmissions Europe Limited incorporatedto carry on business of PIX Products and otherproducts in themarket of European Countries.

As required under the listing Agreemententered into with stock exchange, consolidatedfinancial statement of the company and all itssubsidiaries is attached. The consolidatedfinancial statement has been prepared inaccordance with Accounting Standard (AS)-21on Consolidated Financial Statements.

A statement containing brief financial details ofthe company’s subsidiaries for the financialyear ended 31st March 2019 is included in theAnnual Report and shown as ANNEXURE 1. Theannual account of these subsidiaries will beavailable for inspection of members at theregistered officeof the company.

DIVIDEND ON EQUITY SHARE:The Board recommends a dividend Rs 2.75 perequity share of face value of Rs 10/-each on thesubscribed Capital of the company for thefinancial year 2018-19 subject to approval of theshareholders.

DIRECTORS’ RESPONSIBILITY STATEMENT:Pursuant to section 134(5) of the Companies Act,2013, TheBoard of Directors report that:

I) In the preparation of the annual accounts forthe year ended March, 31, 2019, the applicableAccounting Standards read with requirementsset out under Schedule III of the Act, have beenfollowed and there are no material departuresfrom thesame;

ii)Directors have selected such accountingpolicies and applied them consistently andmade judgments and estimates that arereasonable and prudent so as to give a true andfair view of the state of affairs of the companyas at March, 31 2019 and of the Profit or LossAccountfor theyear ended on thatdate.

Sales (Net-excise)Other income

Profit before Dep. &finance costLess: DepreciationLess: Finance cost

Profit before taxExceptional itemsLess: Provision for taxationa) Current yearb) Deferred tax liability

Less:Equity dividend-Tax on dividendTotal dividendBalance profit afterappropriation

Particulars As on31.03.19

As on31.03.18

( in lacs)`

29017.00709.00

29726.006385.00

1523.001109.00

3753.00-

990.00-93.00

2856.00

340.0069.00

409.002447.00

25088.00539.00

25627.005872.00

1353.001267.00

3252.00-

920.00185.00

2147.00

0.000.000.00

2147.00


iii) The Directors have taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with theprovisions of the Companies Act, 2013, forsafeguarding the assets of the company andfor preventing and detecting fraud and otherirregularities;

iv) The Directors have prepared the AnnualAccounts on a goingconcern basis;

v) The Directors have laid down internal financialcontrol to be followed by the company andthat such internal financial controls areadequateand areoperating effectively; and

vi) The Directors have devised proper systems toensure compliance with the provisions of allapplicable laws and that such systems areadequate and operating effectively.

Based on the framework of internal financialcontrols and compliance systems established andmaintained by the Company, work performed bythe internal, statutory and secretarial auditorsand external consultants and the reviewsperformed by management and the relevantboard committees, including the audit committeethe board is of the opinion that the company’sinternal financial controls were adequate andeffectiveduring the financial year 2018-19.

PUBLIC DEPOSITSThe Company has not invited and accepteddeposits from the public during the financial yearended 31st March 2019.

INSURANCEThe assets of the Company are adequatelyinsured against theriskof fire and other risks.

PARTICULARS OF EMPLOYEESUnder the provision of Section 197(12) of theCompanies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel), 2014read with Companies (Particulars of Employees)Rules, 2014, a statement showing the names

and other particulars of the employees drawingremuneration in excess of the limits set out inthe said rules is provided in the Annual Reportas shown as ANNEXURE 2.

DIRECTORS ANDKEY MANAGERIAL PERSONNELIn pursuance to the provisions of Act and Articlesof Association of the company Mr. Amarpal Sethi,Mr. Rishipal Sethi and Mr. Karanpal Sethi retire byrotation and being eligible offer themselves forre-appointment.

During the year under review board hasreappointed Mr. Mohammad Adil Ansari, Mr.Haresh Eidnani, Mr. Pradeep Havnur,Mr.Prakashchand Khasgiwala, Mr. Nigel Savio Lobo asIndependent Non-Executive Director of thecompany for a period of 5 years subject to theapproval of the members.

During the year Mr. Jose Jacob was appointed asan additional Director with effect from 8thFebruary 2019 to hold office upto the date of nextAnnual General Meeting of the company. Beingeligible he offers himself for appointment as anIndependent Non-Executive Director for a periodof 5 years commencing from 37th Annual GeneralMeetingsubject to the approval of themembers.

During the year Dr. Manoj Mohan Sajnani,Independent Non-Executive Director hasresigned from the Board due to pre-occupation.The Board hereby places on record its sincerestthanks and gratitude for the invaluablecontribution made by Dr. Manoj Mohan Sajnanitowards growth and development of thecompanyduring his tenureas Director.

The notice convening the AGM includes theproposal for appointment and re-appointment ofDirectors.

The company has received declaration from allthe independent directors confirming that theymeet the criteria of independence as prescribedboth under the Act and Regulation 27 of the SEBI(Listing Obligation and Disclosure Requirements)Regulation, 2015 Listing Agreement with theStock Exchange.

DIRECTOR’S REPORT


The company has devised a policy for theperform ance evaluati on of independentdirectors, Board committees and other individualdirectors which include criteria for performanceevaluation of non-executive directors andexecutive directors. The manner in which theevaluation is carried out has been explained in theCorporate Governance Report.

MEETINGOF THE BOARDDuring the year under review Four BoardMeetings were held. The intervening gapbetween the meetings was within the periodprescribed under the Companies Act, 2013. Forfurther details please refer to CorporateGovernance Report attached to this AnnualReport.

AUDIT COMMITTEEThe Audit committee comprises IndependentDirectors namely Mr. Mohammed Adil Ansari(Chairman), Mr. Haresh Eidnani, Mr. PradeepHavnur and Mr. Amarpal Sethi (ExecutiveD i r ec t o r ) a s o t h er m e m b e r s . A l l t h erecommendations made by the Audit Committeewere accepted by theBoard.

VIGIL MECHANISMThe vigil mechanism of the company, which alsoincorporates a whistle blower policy in terms ofthe of SEBI (LODR), Regulations, 2015, includes anethics and Compliance Task Force comprising ofsenior executives of the company. It deals withinstance of fraud and mismanagement, if any inthe company. In staying true to our values ofStrength, Performance and Passion and in linewith our vision of being one of themost respectedcompanies in India, the Company is committed tothe high standards of Corporate Governance andstakeholder responsibility. The whistle blowerPolicy ensures that strict confidentiality ismaintained while dealing with concerns and alsothat no discrimination will be meted out to anyperson for a genuinely raised concern.

N O M I N AT I O N A N D R E M U N E R AT I O NCOMMITTEE:The Nomination and Remuneration Committeecomprises of the Directors namely, Mr. Pradeep

Havnur (Chairman), Dr. Aqueel Ahmed Mulla andMr. Haresh Eidnani as other members of thecommittee.

This committee recommends and reviews theappointment and remuneration of Directors. Ithas adopted a policy which deals with theappointment and remuneration of directors andkey managerial persons. The adopted policydecides about the manner of selection ofexecutive directors, key managerial persons, andindependent directors. The policy also decidesa b o ut th e c ri t er i a t o b e f ol l o wed fo rrecommending the remuneration of directorsand key managerial persons.

BOARD EVALUATIONThe Board of Directors has carried out an annualevaluation of its own performance, BoardCommittees and individual directors pursuant tothe prov ision of Act and the C orporateGovernance requirement as prescribed bySecurities and Exchange Board of India (SEBI)under Regulation 27 of the SEBI (ListingObligation and Disclosure Requirements),Regulations,2015. The performanceof Board wasevaluated by the Board after seeking inputs fromall directors on the basis of criteria such as BoardComposition & Structure, Effectiveness of BoardProcess, Information, and functioning, etc.

In a separate meeting of Independent directors’performance of Executive Directors, performanceof the Board as whole and performance ofChairman was evaluated, taking into account theviews of executive directors and non-executiveDirectors.

LOANS, GUARANTEES AND INVESTMENTSDetails of Loans, Guarantees and Investmentscovered under the provisions of Section 186 ofthe Companies Act, 2013 are given in the notes totheFinancial Statements.

RELATEDPARTY TRANSACTIONAll related party transactions that were enteredinto during the financial year were on arm’slength basis and were in the ordinary course ofthe business. There are no materially significantrelated party transactions made by the company

DIRECTOR’S REPORT


with Promoters, Key Managerial Personnel orother designated persons which may havepotential conflict with interest of the company atlarge. The particulars of such related partytra n sa ct i o n s a re a nn exed h erewi th asAnnexure-3.

CORPORATE SOCIAL RESPONSIBILITY (CSR)In terms of section 135 and Schedule VII of theCompanies Act, 2013, the Board of Directors ofyour Company has constituted a CSR Committeeconsisting of Mr. Rishipal Sethi (Chairman) andMr. JoePaul (Whole-time Director) and Dr. AqueelA Mulla (Independent Director) as othermembers of the committee.

The Company has undertaken CSR initiatives inareas of Education and Health which are projectsin accordance with Schedule VII of the CompaniesAct,2013.

A detailed report on CSR activities undertakenduring the financial year 2018-19 is enclosed asANNEXURE-4.

The CSR Policy recommended by CSR committeeand approved by the Board has been uploadedon the website of the Company atwww.pixtrans.com.

EXTRACT OFANNUAL RETURNAs provided under Section 92(3) of the act, theextract of annual return in the prescribed FormMGT-9 has been uploaded on the website of thecompanyat www.pixtrans.com.

STATUTORY AUDITORUnder Section 139 of the Companies Act, 2013,M/S B L. Ajmera & Co, Chartered Accountants,Jaipur (Firm Registration No. 001100C) had beenappointed as the statutory auditors of theCompany for the period of five years from theconclusion of the 35th Annual General Meeting ofthe Company held on September 27, 2017, till theconclusion of the 40th Annual General Meeting tobe held in theyear 2022.

AUDITORS’ REPORTThere are no qualifications, observations oradverse remarks in the Audit Report issued by theStatutory Auditors of the company for the

financial year ended March 31,2019.The notesforming part of the accounts are self explanatoryand do not call for anyfurther clarifications.

COST AUDITORPursuant to the provision of Section 148 of theCompanies Act, 2013 read with Companies (CostRecords and Audit) Rules 2014, the Board ofD irecto rs o n reco mm en dat io n of A udi tCommittee has appointed M/s. Manisha &Associates, Cost Accountants, as cost auditors ofthe Company to carry out the audit of costaccounting records for the financial year 2019-20.Proposal for ratification of remuneration of theCost Auditor is placed beforetheshareholders.

REPORT ON INTERNAL FINANCIAL CONTROLThe report on Internal Financial Control asrequired under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act, 2013 has beenattached along with Auditor’s Report.

SECRETARIAL AUDITORPursuant to provisions of section 204 of theCompanies Act, 2013 and The Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 the company hasappointed M/s S.D Bargir & Co, a firm of companySecretaries in practice to undertake theSecretarial Audit of the Company for the financialyear 2018-19. The Secretarial Audit Reportsubmitted by the Secretarial Auditors is enclosedherewith as a part of this report and shown asANNEXURE –5

RISK MANAGEMENTThe Board of Directors of the company hasformed a Risk Management Committee to frame,implement and monitor the Risk ManagementPlan for the company. The committee isresponsible for reviewing the Risk ManagementPlan and ensuring its effectiveness. TheCommittee has additional oversight in the area offinancial risks and controls. Major risks identifiedb y t h e b u s i n e s s e s a n d f u n c t i o n s a r esystematically addressed through mitigatingaction on a continuing basis. The developmentand implementation of Risk Management Policyh as been co v ered i n th e Man ag emen tDiscussions and Analysis, which forms part of thisreport.

DIRECTOR’S REPORT


DIRECTOR’S REPORT

REMUNERATION RATIO OF THE DIRECTORS/KEYMANAGERIAL PERSONNEL (KMP)/EMPLOYEESThe information required pursuant to Section 197read with Rule 5 of The Companies (Appointmentand Remuneration of Managerial Personnel)Rules, 2014 and Companies (Particulars ofEmployees) Rules, 1975, in respect of employeesof the Company and Directors is furnishedhereunder:

CONSERVATION OF ENERGY AND TECHNOLOGYABSORPTIONConservation of energy:Company is always looking towards every step inthe direction of conservation of energy. Supply ofbetter quality water and reduction ofconsumption of water, steam, fuel and electricityhave improved consumption ratio with respect toper ton of finished product, thereby conservingenergy.

The Major sources of energy in thecompanyare:1. Fuel/Steam2. Electricity3. Water

1.0Conservation of steam1.1 Fuel change from furnace oil to Biomass

briquette by replacing the steam boilers fromfurnace oil fired Boiler to solid fuel Boiler hasreduced theconsumption of fuel.

1.2 Automation of the belt curing pots hasoptimized the steam utilization, controlledon steam wastage which has resulted tosaving of steam consumption.

1.3 Use of solid fuel adhesive has reduced theconsumption of Biomass briquettefuel.

1.4 Waste heat recovery systems have beenintroduced in pot and press section. Thewasteheat is utilized for pre-heating of boilerfeed water.

1.5 Reuse of condensate has reduced theconsumption of fuel.

1.6 Heating of water by using flash steam inprocess area has reduced the steamconsumption.

1.7 Reduction in fuel consumption by use of goodquality water for boiler feed & regularcleaning & maintenanceof boilers.

1.8 Optimum utilization of steam, control onwastage & leakages of steam andm ai nta ini ng proper in sul ati on ha scontributed to saving of steam consumption.

2.0 Conservation of electricity2 . 1 O l d r e c i p r o c a t i n g t y p e a i r

compressors/chilling plants and old processmachineries has been replaced by energyefficient screw type air compressors/chillingplants and new automated processmachineries which has reduced electricityconsumption significantly.

2.2 Optimum utilization of compressed air &chilled water, control on wastage & leakagesand maintaining proper insulation hascontributed to saving of compressed air &chilled water, which has resulted to saving ofelectricity.

1. Amarpal Sethi2. Sonepal Sethi3. Rishipal Sethi4. Sukhpal Singh Sethi5. Karanpal Sethi6. Joe Paul7. Shirley Paul

Name

( in lacs)`

138.00131.00131.00131.00126.00

81.0080.00

Remunerationpaid

FY 2018-19

Increase inremuneration

from previous year

Remunerationpaid

FY: 2017-18

Ratio/Times per Medianof employee

remuneration

120.00114.00114.00114.00109.00

74.0074.00

18.0017.0017.0017.0017.00

7.006.00

35333333322121


3.0Conservation of water3.1 By setting up a new sewage treatment plant &

new effluent treatment plant, treated water isused for gardening, floor washing, toilets etcwhich resulted in reduction of fresh waterconsumption.

3.2 Installation of cooling towers for re-circulationof water used for machines cooling, conservetheample quantityof fresh water.

3.3 Use of reverse osmosis plant & watersoftening plant for treating of raw water, helpsto reduce feed water consumption in boiler,increases the life of process machineries andprovide good quality of drinking water.

3.4 Collection of maximum amount of steamcondensate, reduce the feed waterconsumption in Boilers.

3.5 Company is introducing rain water harvestingsystems which will help to retain the rainwaterin our area and conserve thewater.

As a result to above energy conservationmeasures; Cost of fuel, Electricity and waterper ton of goods production has reducedconsiderably and made consequent impact onthecostof finished goods.

The disclosure of particulars with respect toconservation of energy is attached to theDirectors' Report.

A. TechnologyabsorptionEfforts made in technological absorption werecarried out by the company. After totalintroduction of new products the same will beabsorbed and maintained for higher productivityand better quality.

B. Foreign exchange earnings & outgoParticulars regarding foreign exchange earningsand outgo are presented in notes of the AuditedAccount. The Company has retained its status asnet foreign exchange earner. The particulars ofconservation of energy, technology absorptionand foreign exchange and outgo as requiredunder the Companies (Accounts) Rules, 2014 isgiven in the annexure to this report and shown asANNEXURE-6

EnvironmentalPolicyThe Company follows environment policy ofsustainable growth with minimum pollution andtaking green initiatives to improve environmentin all its production processes.

Design & Development/testing Laboratory“Research is to see what everybodyelse has seen,and to think what nobodyelse has thought”

The strength of the company lies in theintroduction of new products through robustdesign, development, testing and introduction.

The Design & Development department isresponsible for development of new product asper customer need and expectation & marketrequirement. Product development, also callednew product management, is a series of stepsthat includes the conceptualization, design,development and marketing of newly created ornewly rebranded goods or services. The objectiveof product development is to cultivate, maintainand increase a company's market share bysatisfyingthe consumer demand.

The Company has State of the Art facilitiescapable for validating and verifying the entireproduct range of Belts and Allied Products thatthe organization has in its range and proposes toinnovate.

Sexual Harassment of Women at Workplace;During the year under review, there wereno casesreported pursuant to the Sexual Harassment ofWomen at Workplace (Prevention, Prohibitionand Redressal) Act, 2013.

AcknowledgmentThe Directors wish to place on record theirappreciation towards all associates includingCustomers, Collaborators, Government Agencies,Financial Institutions, Bankers, Suppliers,Shareholders, Employees and others who havereposed their confidence in the Company.

DIRECTOR’S REPORT

For and on behalf of the Board of DirectorsAmarpal Sethi

Chairman and Managing Director

Place: MumbaiDate: 03.05.2019


DIRECTOR’S REPORT

ANNEXURE 1Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies(Accounts) Rules, 2014) Statement containing salient features of the financial statement of

subsidiaries/associate companies/joint ventures Part “A”: Subsidiaries (Information in respectof each subsidiary to be presented with amounts in )`

Name of subsidiary: PIX Middle East FZC, UAE

PIX Middle East FZC, UAE

AEDEx. Rate= 18.31

AED 150,000 ( 2833500)`

AED (698159.21) ( 13188227.48)`

AED 5748079.61 ( 108470170)`

AED 5748079.61 ( 108470170)`

NIL

AED 4858253 ( 88954612)`

AED (94166.18) ( 1724182.76)`

NIL

AED (94166.18) ( 1724182.76)`

NIL

100

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

1. Reporting Period for the subsidiary concerned, if differentfrom the holding company’s reporting period

2. Reporting currency and Exchange rate as on the last date ofthe relevant Financial year in the case of foreign subsidiaries

3. Share capital

4. Reserves & surplus

5. Total assets

6. Total Liabilities

7. Investments

8. Turnover

9. Profit before taxation

10. Provision for taxation

11. Profit after taxation

12. Proposed dividend

13. % of Holding


ANNEXURE 1

Form AOC-1(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement

containing salient features of the financial statement of subsidiaries/associate companies/joint ventures Part “A”:Subsidiaries(Information in respect of each subsidiary to be presented with amounts in )`

Name of subsidiary: PIX Transmissions (Europe) Limited, England

1. Reporting Period for the subsidiary concerned, if different

from the holding company’s reporting period

2. Reporting currency and Exchange rate as on the last date of

the relevant Financial year in the case of foreign subsidiaries

3. Share capital

4. Reserves & surplus

5. Total assets

6. Total Liabilities

7. Investments

8. Turnover

9. Profit before taxation

10. Provision for taxation

11. Profit after taxation

12. Proposed dividend

13. % of Holding

PIX Transmissions (Europe)

Limited, England

EURO Ex. Rate= 80.87

€ 1,00,000 ( 7770000)`

€ 453682 ( 35251091.40)`

€ 2988799( 232100331)`

€ 2988799( 232100331)`

NIL

€ 6330179( 511921576)`

€ 84316 ( 6818634.92)`

€ 42717 ( 3454523.79)`

€ 41599( 3364111.13)`

NIL

100

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

26

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

Mr. Amarpal SethiMr. Sonepal SethiMr. Rishipal SethiMr. Sukhpal S SethiMr. Karanpal SethiMr. Joe PaulMs. Shirley Paul

Name

( in lacs)`

I.ScB.Sc. Grad Pri(UK)B.Sc. Elec. Engg. (USA)I.ScB.Sc. Fin. & Acct.(USA)B.Com, MIRPMM.A.

EducationalQualification

Date ofJoining

Expe-rience

(In Years)

PreviousEmploy-

ment& Desig-nation

138.20131.16131.16131.16125.88

81.2380.37

GrossRemune-

rationAgeDesig-

nation

01/09/198901/04/198929/12/200405/03/199201/06/200901/05/200010/07/2014

48302259123741

69534677335763

CMDJt. MDJt. MDWTDWTDWTDWTD

-------

% ofShares

held

7.54%11.06%

8.57%6.29%7.13%0.19%1.23%


ANNEXURE 2 & 3

ANNEXURE 3DISCLOSURE ABOUT RELATED PARTY TRANSACTIONS:

AOC2-PIX MIDDLE EAST FZC, UAEDisclosure of particulars of contracts/arrangements entered into by the company with related parties referred to

in subsection (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions underthird 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

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or

transactions including the value, if any

(e) Justification for entering into such contracts or

arrangements or transactions

(f) Date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in

general meeting as required under first proviso to section

188

2. Details of material contracts or arrangement or

transactions at arm’s length basis





transactions including the value, if any:

(e) Date(s) of approval by the Board, if any:

(f) Amount paid as advances, if any:

PIX Middle East FZC, UAE,

SALE CONTRACT

1-4-2018 to 31-3-2019

Sale of finished Goods,

` 8 crore

26-05-2018

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL


ANNEXURE 3

DISCLOSURE ABOUT RELATED PARTY TRANSACTIONS:AOC2-PIX TRANSMISSIONS (EUROPE) LIMITED & PIX GERMANY GMBH

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred toin subsection (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under

third proviso thereto














188









(f) Amount paid as advances, if any

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

PIX Transmissions (Europe) Limited,England, Fully owned subsidiary co.,PIX Germany GMBH, (Subsidiarycompany of PIX Transmissions(Europe) Limited.

1-4-2018 to 31-3-2019

Sale of finished goods,

Rs 105 crores

26.05.2018

NIL


ANNEXURE 3

DISCLOSURE ABOUT RELATED PARTY TRANSACTIONS:AOC2-KEY MANAGEMENT PERSONNEL/DIRECTORS

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referredto in subsection (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under


1. Details of contracts or arrangements or transactions not atarm’s length basis




(d) Salient terms of the contracts or arrangements ortransactions including the value, if any

(e) Justification for entering into such contracts orarrangements or transactions



(h) Date on which the special resolution was passed ingeneral meeting as required under first proviso to section188

2. Details of material contracts or arrangement ortransactions at arm’s length basis




(d) Salient terms of the contracts or arrangements ortransactions including the value, if any:



NIL

NIL

NIL

NIL


Mr. Amarpal Sethi

Mr. Sonepal Sethi

Mr. Rishipal Sethi

Mr. Joe Paul

Mr. Karanpal Sethi

Ms. Shirley Paul,

(Key ManagementPersonnel/Directors)

NIL

NIL

NIL

NIL

Payment of Remuneration, Interest& Rent

1-4-2018 to 31-3-2019

Payment of RemunerationRs 11 CroresPayment of Int. & Rent Rs. 2.55 Cr.

26.05.2018

NIL


ANNEXURE 3

DISCLOSURE ABOUT RELATED PARTY TRANSACTIONS:AOC2-PROMINENT INFRASTRUCTURE LTD

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred toin subsection (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under















188










NIL

NIL

NIL

NIL

Prominent Infrastructure Ltd(Enterprises over which relatives ofKey Management have influence)

NIL

NIL

NIL

NIL

Rent & Interest

1-4-2018 to 31-3-2019

Payment of Rent & InterestRs 2.50 Crores

26.05.2018

NIL


ANNEXURE 4

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

1.Brief outline of company’s CSR Policy including overview ofprojects proposed to be undertaken and a reference to theweb link to the CSR Policy and projects and programs andcomposition of CSR Committee

2.Average Net profit of the company for last three financialyears

3.Prescribed CSR expenditure

Two percent of the amount mentioned in item No. 2 above

4.Details of the CSR spent during the financial year

Total Amount to be spent for the financial year

Amount unspent if any

Manner in which amount spent during the financial year

Refer Sections: (a) CorporateSocial Responsibility and (b)Disclosures: CSR&G committee inthis Report;

` 1945.00 Lacs

` 39.00 Lacs

Amount spent on promotingeducation and employment

` 39.00 Lacs

` 16.00 Lacs

Details given below

DETAILS OF THE AMOUNT SPENT ON CSR ACTIVITIES DURING THE FINANCIAL YEAR 2018-19

CSR Projector Activityidentified

Project ofProgramState and

district whereproject wasundertaken

Amountspent

direct orthrough

implementingAgency

Amount ofoutlay

(Budget)Project orprogram

Wise( In Lacs)`

Sector in whichthe projectis covered

AmountSpent on

theproject

( In Lacs)`

CumulativeExpenditure

Up toReporting

period2018-19

( In Lacs)`

Training andeducatingchildren, women,elderly,differently-abled,scholarships,special educationand increasingemployability

Promotingeducation,including specialeducation andemploymentenhancing vocationskills especiallychildren, women,elderly, differently-abled andlivelihoodenhancement

Nagpur &Mumbai-India

39.00 23.00 23.00 Direct

Total CSR spent 39.00 23.00 23.00

REASONS FOR NOT SPENDING THE FULL AMOUNT ALLOCATED FOR CSRCompany is committed to ensure full utilization of the allocated CSR budget and has successfully done it tillFinancial year 2017-18. In last quarter of current Financial year, company has identified some long termexpenditures in existing CSR project where the fund outflow are spread beyond the financial year. Theamount which remained unspent is added to the CSR budget for the Financial Year 2019-20

RESPONSIBILITY STATEMENT:The Responsibility statement of the Corporate Social Responsibility and Governance (CSR&G) Committee ofthe Board of Directors of the company is reproduced below: The implementation and monitoring ofCorporate Social Responsibility (CSR) policy is in compliance with CSRobjectives and policy of thecompany.

Amarpal SethiChairman & Managing Director

Rishipal SethiChairman CSR & G Committee

Place: Mumbai

Date:03/05/2019


ANNEXURE 5

FORM NO. MR-3SECRETARIAL AUDIT REPORT

[Pursuant to Section 204(1) of the Companies Act, 2013 and rule 9 of the Companies(Appointment & Remuneration Personnel) Rules 2015]

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2019

To,TheMembers ofPIX TRANSMISSIONS LIMITED

I have conducted the secretarial audit of the compliance of applicable statutory provisions and theadherence to good corporate practices by M/s PIX TRANSMISSIONS LIMITED (hereinafter called “theCompany”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluatingthecorporateconducts/statutorycompliances and expressing my opinion thereon.

Based on our verification of the Company’s Books, Papers, Minute Books, Forms and Returns filed and otherRecords maintained by the Company and also the information provided by the Company, its officers, agentsand authorized representatives during the conduct of secretarial audit, I hereby report that in our opinion,the company has, during the financial year commencing from 1st April, 2018 and ended 31st March, 2019,complied with the statutory provisions listed hereunder and also that the Company has proper Boardprocess and compliance mechanism in place to the extent, in the manner and subject to the reporting madehereinafter:

1. Ihave examined the books, papers, minutebooks, forms and returns filed and other records maintainedby M/s. PIX TRANSMISSIONSLIMITED (“The Company”) for the financial year ended on 31st March, 2019,accordingto theprovisions of:

i. The Companies Act, 2013 (theAct) and therules made thereunder as applicableii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules madethereunder;iii. The Depositories Act, 1996 and theRegulations and Bye-laws framed there under;iv. Foreign ExchangeManagement Act,1999 and the Rules and Regulations madethere under to the

extent of Foreign Direct Investment (FDI) Overseas Direct Investment and External CommercialBorrowings;

v. The following Regulation and Guidelines prescribed under TheSecurities and ExchangeBoard ofIndia Act, 1992 (SEBI Act):a) The Securities and exchange Board of India (Listing Obligation and DisclosureRequirements)

Regulations, 2015 effective from 1st December, 2015b) The Securities and exchange Board of India (Substantial Acquisition of Shares and takeovers)

Regulation, 2011c) The Securities and exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

and 2015;d) The Securities and exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulation 2009 (Not applicable during audit period)e) The Securities and exchange Board of India (EmployeeStockOption Schemeand Employee

Stock PurchaseScheme) Guidelines, 1999(Not applicable during audit period)f) The Securities and exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008 (Not applicable during audit period)g) The Securities and exchange Board of India (Registrars to an Issueand ShareTransfer Agents)

Regulations, 1993regarding theCompanies Act and dealing with client.h) The Securities and exchange Board of India (Delisting of EquityShares) Regulations, 2009 (Not

applicable during audit period)


vi. The Company has complied with following other applicable laws during the period under review:i) The Factories Act, 1948ii) EnvironmentProtection Act, 1986iii) Water (Prevention & Control of Pollution) Act 1974 and rules there underiv) Air (Prevention &Control of Pollution) Act1974 and rules thereunderv) Hazardous Wastes (Management &Handling) Rules 1989 and AmendmentRules,2003vi) The Petroleum Act, 2002vii) The Indian Boiler Act, 1973viii) Manufacture, storageand Importof Hazardous Chemicals Rules, 1989ix) The Payment of Wages Act,1936x) Employees Provident Fund Miscellaneous Provisions Act,1952

I havealso examined compliance with the applicableclauses of thefollowing:i) Secretarial Standards issued bythe Instituteof CompanySecretaries of India.ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

During the period under review, theCompanyhas complied with the provisions of the Acts,Rules,Regulations, Guidelines, and Standards etc. as mentioned above.

I further report that:The Board of Director of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directorsthat tookplace during theperiod under reviewwerecarried out in compliancewith the provisions of theAct.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes onagenda were sent at least seven days in advance, and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningful participation atthemeeting.

As per the Minutes of the meeting duly recorded and signed by the Chairman, the decisions of the Boardwere unanimous and therewere no dissenting.

I further report that there are adequate systems and processes in the Company commensurate with the sizeand operations of the Company to monitor and ensure compliance with applicable laws, rules, regulationsand guidelines.

For S. D. BARGIR & COCompany Secretaries

Sd/-(S D Bargir)FCS No.3745, CP.NO.8445Place: MumbaiDate: 03/05/2019

ANNEXURE 5


ANNEXURE 5

To,TheMembers,PIX TRANSMISSIONS LIMITED,

Myreport of even date is to beread along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Myresponsibility is to express an opinion on these secretarial records based on myaudit.

2. I have followed theaudit practices and process as were appropriate to obtain reasonable assurance aboutthe correctness of the contents of the Secretarial records. The verification was done on test basis toensure that correct facts are reflected in Secretarial records. I believe that the process and practices, Ifollowed providea reasonablebasis for myopinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of theCompany.

4. Where ever required, I have obtained the Management representation about the Compliance of laws,rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards isthe responsibility of management. My examination was limited to the verification of procedure on testbasis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of theefficacyor effectiveness with which themanagement has conducted theaffairs of the Company.

For S. D. BARGIR & COCompany Secretaries

Sd/-(S. D. Bargir)FCS No. 3745, CP. NO. 8445Place: MumbaiDate:03/05/2019


ANNEXURE 6

ANNEXURE 6CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUTGO ETC:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required tobe disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2015 are

provided hereunder:

S.No.

the steps taken or impact on :conservation of energythe steps taken by the company forUtilizing alternate sources of energythe capital investment on energyconservation equipments;

Steps for energy conservation

(i)(ii)

(iii)

Measure for energy conservation

A Conservation of energy:

Energy conservation continues to receive priority attentionat all levels. All efforts are made to conserve and optimizeuse of energy with continuous monitoring, improvement inmaintenance and distribution systems and throughimproved operational techniques.

B Technology absorption:

the efforts made towardstechnology absorption

the benefits derived like productimprovement, cost reduction,product development or importsubstitution

in case of imported technology(imported during the last threeyears reckoned from the beginningof the financial year)(a) the details of technology

imported(b) the year of import; (c) whether

the technology been fullyabsorbed

(d) if not fully absorbed, areaswhere absorption has not takenplace, and the reasons thereof

the expenditure incurred onResearch and Development.

(i)

(ii)

(iii)

(iv)

Updation of Technology is a continuous process, absorptionimplemented and adapted by the Company for innovation.Efforts are continuously made to develop new productsrequired in the Rubber Industry.

The Company has been able to successfully indigenize thetooling to a large extent and successfully developed newproducts by virtue of technology absorption, adaptation andinnovation.

Not applicable

Not applicable

(B) Expenditure on R& D ( in lacs)`

S.No.

Capital

RecurringTotal

Total

R&D expenditure as a percentage of total turnover

0

0

0

0

Particulars

A

B

C

D

2017-182018-19

0

0

0

0


ANNEXURE 6

(C) Foreign exchange earnings and outgo:

The Foreign Exchange outgo and foreign exchange earned by the Company during the year are detailedin Notes to the Financial Statements.

36

a) FORWARD LOOKINGSTATEMENT:The report contains forward looking statements, identified by words like plans, will expect, willanticipate, intends, estimates, projects and so on. All statements that address expectations orprojections about the future, but not limited to the company’s strategy for growth, productdevelopment, market position, expenditure and financial results are forward looking statements. Theyare based on certain assumption and expectation of future events, the company cannot guarantee thatthese are accurate or will be realized. The company’s actual results, performance or achievement couldthus differ from those projected in any forward looking statements. The company assumes noresponsibility to publicly amend, modify or revise any such statement on the basis of subsequentdevelopment, information or events.

b) OVERVIEW OFTHE ECONOMY:The Indian economy started the fiscal year 2018-19 on a positive note recording robust growth of 8.2% inthe first quarter on the back of domestic resilience. However, the growth eased to 7.3% in thesubsequent quarter on account of global financial volatility, uncertainty arising out of trade wars as wellas normalized monetary policies in advanced economies. Moreover, there was sharp weakening of theIndian rupee on account of a jump in crude prices. Being a net Exporter, the rupee depreciation wasadvantageous to theCompany in terms of its foreign currency realization.

With that being said, the Indian economy seems to be the only bright spot on the global map due to thecountry’s strong macroeconomic fundamentals and measures taken by the Government to further theease of conducting business. Additionally, with the Reserve Bank of India cutting the key short termlending rate (repo) by 25 bps each in its last two policy reviews, we’re hopeful that this will increaseliquidity in thesystem and reducetheborrowing costs for the Company in thecoming financial year.

c) REVIEW OF OPERATION:Your Company recorded its highest ever turnover crossing the 300 croremark for the first time sinceinception. This is a landmark moment for your Company and just the catalyst needed to scale newerheights.

MANAGEMENT DISCUSSION AND ANALYSIS

IND AS

LAST FIVE YEAR FINANCIAL (CONSOLIDATED) HIGHLIGHTS

12345678

910

Particulars

26486.00

536.0022334.00

4689.00

1132.0017.35

2347.00

18.19

2.92

1.57

25155.00

600.0021860.00

3895.00

823.0015.12

1505.00

16.17

2.94

0.66

Sales/income from operations

Other Income

Total Expenditure (Before interest)

Profit Before Interest

Current Tax and Deferred Tax

Operating Margin %

Profit/(Loss) After Tax

Return on Average Capital Employee % Before

Interest and tax

No. of Months Receivables (Receivable/Sale)

Current Ratio

I GAAP

23420.00

320.0021096.00

2645.00

654.0011.14

654.00

12.17

2.67

1.29

21924.00

262.0019628.00

2559.00

391.0011.53

391.00

11.39

2.69

1.39

S.no. 2017-18 2016-17 2015-16 2014-152018-19

( in lacs)`

30906.00

707.0026683.00

4930.00

932.0015.59

2827.00

17.43

2.63

1.65



We strongly believe that the foundation has been laid that will allow the Company to enter into certainnewproduct segments and markets thatwill provideadditional opportunities for growth.

However, the year ahead will be paved with certain amount of uncertainty on the domestic as well asglobal front as trade wars and protectionism seem to dominate the majority of the headlines. TheGovernment will need to identify ways and means by which it can support Exporters to tide throughthese turbulent times. Another critical success factor will be the access to finance and its pricingespecially in light of the plethora of NPAs that have been reported in the recent past. It’s important thatliquidity is boosted as this is vital for domestic consumption.

With forecasts for global growth being fairly muted, we’re seeing fairlystableoil prices atthe moment. Asa result, we expect the prices for some of our key raw materials (whose pricing is linked to crude) toremain flat or lower in the coming FY which would help shore up margins.

d) CORPORATE GOVERNANCE:Corporate Governance sets forth guidelines for maintaining and sustaining a transparent,information oriented culture wherein authorityand responsibilities areco-existent and co-extensive.It also provides guidelines on accountability of various positions within the organization. Thesevalues govern not only the Board of Directors, but also the management and the employees of theCompany. This Governanceprotects and balances the interests of all stakeholders therebyenhancingshareholder value.

e) INTERNALCONTROL SYSTEM ANDTHEIR ADEQUACY:Management has put in placeeffective Internal Control Systems to provide reasonable assurancefor•Safeguarding Assets and their usage.•Maintenance of Proper AccountingRecords and•Adequacyand Reliabilityof the information used for carrying on Business Operations.

Key elements of the Internal Control Systems are as follows:(I) Existenceof AuthorityManuals and periodical updating of thesamefor all Functions.(ii) Existenceof clearly defined organizational structure and authority.(iii) Existenceof corporate policies for Financial Reporting and Accounting.(iv) Existenceof Managementinformation system updated from time to timeas may berequired.(v) Existenceof Annual Budgets and Long Term Business Plans.(vi) Existenceof Internal Audit System.(vii) Periodical review of opportunities and risk factors depending on the Global/Domestic Scenario

and to undertakemeasures as maybe necessary.

The Company has appointed an Internal Auditor to ensure compliance and effectiveness of the InternalControl Systems.

The Audit Committee is regularly reviewing the Internal Audit Reports for the auditing carried out in all thekey areas of the operations. Additionally the Audit Committee approves all the audit plans and reports forsignificant issues raised by the Internal and External Auditors. Regular reports on thebusiness development,future plans and projections are given to the Board of Directors. Internal Audit Reports are regularlycirculated for perusal of Senior Managementfor appropriate action as required.

Normal foreseeable risks of the Company’s assets areadequatelycovered by comprehensive insurance.Riskassessments, inspections and safety audits arecarried out periodically.

f) HUMAN RESOURCE DEVELOPMENT ANDINDUSTRIAL RELATIONS:The Company has constituted an Internal Complaint Committee (ICC) in pursuant to the provisions ofCompanies Act, 2013 for prevention, prohibition and redressal of complaints/grievances on thesexual harassmentof women atworkplaces. TheCompany continued the



welfare activities for the employees, which include Medical Care, Group Insurance, and CanteenFacility. To enrich the skills of employees and enrich their experience, the Company arranges,Practical Training Courses by Internal and External Faculty. During the year under review companyemployed 849 workers in all its plants located at different places at Nagpur.

g) CAUTIONARY STATEMENT:Statements in the Management Discussion and Analysis and Directors Report describing theCompany's strengths, strategies, projections and estimates, are forward-looking statements andprogressive within the meaning of applicable laws and regulations. Actual results may vary fromthose expressed or implied, depending upon economic conditions, Government Policies and otherincidental factors. Stakeholders are cautioned not to place undue reliance on the forward lookingstatements.

REPORT ON CORPORATE GOVERNANCE1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:

The Company’s philosophy on Corporate Governance has been developed with a tradition of fair andtransparent governance. The Company believes that good Corporate Governance is a continuous processand strives to improve the Corporate Governance practices to meet shareholders expectations. Yourcompany has fulfilled all the existing guidelines under Regulations given under SEBI (LODR), Regulations2015.

Appropriategovernance structurewith defined roles and responsibilities:The company has put in place an integral governance structure with defined roles and responsibilities ofevery constituents of system. The company’s shareholders appoint the Board which in turn governs thecompany. The Board has established five committees to discharge its responsibilities in an effective manner.The company secretary acts as the secretary of all the committees of the Board constituted underCompanies Act, 2013 and rules made there under. The Chairman and Managing Director (CMD) provideoverall direction and guidance to the Board. The CMD is assisted by six executive directors and a core groupof senior level executives.

Board leadershipThe Board is comprised with 50% executive directors and 50% non-executive independent directors. TheBoard consists of executive and independent directors that helps in creating Board culture and qualitygovernance. The company has defined guidelines and an established framework for the meetings of theBoard and Committees. These guidelines help in better decisions making process at the meetings of Boardand Committees.

Ethics/Governance policies:At PIX, we try to conduct our business and strengthen our relationship in a manner that is dignified,distinctive and responsible. We follow the ethical standard to the optimum level to ensure integrity,transparency, independence and accountability in dealing with all stakeholders. We have adopted variouscodes and policies to carry out our duties in an ethical manner. Following are the policies and codes adoptedbythe company:

• Code of conduct.• Code of conduct for Prohibition of Insider Trading• Vigil Mechanism and Whistle Blower Policy• Policy on Materialityof related PartyTransactions and on Dealing with Related Party Transactions• CorporateSocial ResponsibilityPolicy• Remuneration Policy for Directors,Key Managerial Personnel and other employees• Policy for Determining Material events• Policy on documentpresentation• Archival Policy


REPORT ON CORPORATE GOVERNANCE

Audit and internal checks and balances:The statutoryaudit of the company is done byChartered Accountants, M/s B. L. Ajmera &Co, Jaipur. Thecompany has an internal audit cell acting as internal auditors that regularly reviews internal control andoperating systems and procedures. The company is planning to establish a legal cell to ensure compliancesof industrial and labour laws, taxation laws, corporate and securities laws and health and safety andenvironment regulations. The efficient and ever alert internal control system ensures optimal use andprotection of assets; facilitate accurate and timely compilation of financial statements and compliance withstatutory laws and regulations.

Observance of secretarial standards issued by the Institute of Company Secretaries of India:The company has complied with the Secretarial Standards SS-1 and SS-2 issued by the Institute of CompanySecretaries of India and made applicable to the company effective from 1st July, 2015. The company in itsendeavor tries to adopt and practice other Secretarial Standards and Guidelines issued by the Institute forbetter corporate governance.

2. BOARD OF DIRECTORS:a) Composition and category of Directors as on March 31, 2019

S.No.

Mr. Amarpal Sethi-Chairman & Managing Director

Mr. Sonepal Sethi-Jt. Managing Director

Mr. Rishipal Sethi-Jt. Managing Director

Mr. Sukhpal Singh Sethi – Whole time Director

Mr. Karanpal Sethi – Whole time Director

Mr. Joe Paul – Whole time Director

Ms. Shirley Paul – Whole time Director

Mr. Haresh Eidnani

Mr. Pradeep Havnur

Dr. Aqueel A. Mulla

Mr. Mohammad Adil Ansari


Mr. Prakash Chand Khasgiwala

Mr. Jose Jacob (Appointed wef 08/02/2019)

Dr. Manoj Mohan Sajnani (Resigned wef 08/02/2019)

Name of the Director

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

Category

Executive Promoter Director





Executive Director

Executive Director

Independent Non-Executive Director








Attendance of Directors at Board Meetings and Last AGMThe meetings of the Board of Directors are scheduled well in advance and generally held at Mumbai. Thenotice convening the meeting and the detailed agenda is sent at least seven days in advance to all theDirectors. The Board meets at least oncea quarter to reviewthe quarterlyperformance and financial results.The details of Directors attendance in Board meetings during the year as under:


* Excludes Directorship in Indian PrivateLimited Companiesand membership of managing committeeofvariousbodies.

** Board Committees include chairmanship/membership of Audit committees, Stakeholders Relationship Committee andNomination and remuneration committee other than PIX TransmissionsLimited.

*** Mr. Amarpal Sethi,Mr. Sonepal Sethi and Mr. Rishipal Sethi and Mr. Karanpal Sethi are Directors on behalfof M/s.PIX TransmissionsLimited in PIX Transmissions EuropeLimited subsidiaryCompany,registered in U.K.

Mr. Amarpal Sethi, Mr. Sonepal Sethi and Mr. Rishipal Sethi are Directors on behalf of M/s. PIX Transmissions Limited in M/s. PIXMiddleEast FZC, UAE.,a subsidiary company registered in

Non-Executive Directors are eminent professionals with experience in management, finance and law, who bring a wide range ofskills and experience to theBoard.

Mr. Amarpal SethiMr. Sonepal SethiMr. Rishipal SethiMr. Sukhpal Singh SethiMr. Karanpal SethiMr. Joe PaulMs. Shirley PaulMr. Haresh EidnaniMr. Pradeep HavnurDr. Aqueel A. MullaMr. Mohammad Adil AnsariMr. Nigel Savio LoboMr. Prakash Chand KhasgiwalaDr. Manoj Mohan Sajnani

Name of the DirectorAttendance atthe last Annual

General Meeting

No. of BoardMeetings held

No. of BoardMeetingattended

44444444444444

34332444444440

YesNoNoNoNoYesNoNoNoYesNoNoNoNo

b) Membership/Directorship in other Boards and Board Committees

Mr. Amarpal SethiMr. Sonepal SethiMr. Rishipal SethiMr. Sukhpal Singh SethiMr. Karanpal SethiMr. Joe PaulMs. Shirley PaulMr. Haresh EidnaniMr. Pradeep HavnurDr. Aqueel A. MullaMr. Mohammad Adil AnsariMr. Nigel Savio LoboMr. Prakash Chand KhasgiwalaMr. Jose Jacob

Name of the DirectorNo. of Directorship in other

boards as on 31.03.2019[Refer note below]*

2***2***2***

-1***

---------

--------------

No. of memberships in otherboard committee as on 31.03.2019

[Refer note below]**




c) Number of Board Meetings:During the year ended March 31, 2019, TheBoard of Directors met Four times on following dates:26th May 2018, 10th August 2018, 12th September 2018 and 8th February 2019.

d) Selection of Independent DirectorsThe company has constituted Nomination and Remuneration Committee for appointment ofindependent directors on the Board of the company. The committee inter alia considers qualification,positive attributes, area of expertise and no. of directorship and membership held in various committeesof other companies. The Board considers the committee’s recommendation and takes appropriatedecision. Every independent Director at the first meeting of Board in which he/she participates as aDirector and thereafter at every first meeting of the Board in every financial year gives a declaration thathe/she meets with thecriteria of independenceas provided under law.

e) Independent Directors Meeting:During the year under review, the Independent Directors met on 13th March, 2018, inter alia, to discuss:1. Evaluation of the performanceof Non IndependentDirectors and theBoard of Directors as a Whole.2. Evaluation of the performance of the Chairman of the Company, taking into account the views of the

Executiveand Non Executive Directors.3. Evaluation of the quality, content and time lines of flow of information between the management and

theBoard that is necessary for theBoard to effectively and reasonablyperform its duties.

f) Directors induction and familiarization programThe Program aims to provide insights into the Company to enable the Independent Directors tounderstand its business in depth and contribute significantly to the Company. The provision of anappropriate induction program for new Directors and ongoing training for existing directors is a majorcontributor to the maintenance of high Corporate Governance standards of the Company. TheIndependent Directors, from time to time request management to provide detailed understanding ofany specific project, activity or process of the Company. The management provides such information andtraining either at themeeting of Board of Directors or otherwise.The induction process is designed to:

a. Familiarizewith the nature of Business of theCompany.b. Roles and Responsibilities.c. Natureof industry including competition/export potential.d. The business model and CorporatePlans [Long Term and Short Term] of theCompany.

g) Codeof conductThe company has in place a comprehensive Code of Conduct applicable to all the employees and onExecutive Directors including Independent Directors. The code is applicable to Non-Executive Directorsincluding Independent Directors to such an extent as maybeapplicable to them depending on their rolesand responsibilities. The code gives guidance and support needed for ethical conduct of business andcompliance of law. A copy of the Code has been posted on the website of the companywww.pixtrans.com. The code is circulated to the Directors and management personnel and itscompliance is affirmed bythem annually.

3. AUDIT COMMITTEETerms of referenceApart from all the matters provided in Regulation 18 of Securities and Exchange Board of India (ListingObligations and DisclosureRequirements) Regulations, 2015 and section 177 of theCompanies Act2013,the Audit committee reviews reports of the internal auditor, meets statutory auditors as and whenrequired and discusses their findings, suggestions, observations and other related matters. It alsoreviews major accountingpolicies followed by the company.



CompositionThe Audit Committee comprises of the following executive and non-executive independent members oftheBoard:


Mr. Amarpal Sethi

Mr. Pradeep Havnur

Mr. Haresh Eidnani

Name Designation

Chairman

Member

Member

Member

Category

Non-executive independent director

Executive director



The Company Secretary acts as the secretary to the Audit Committee. The statutory auditor also attends theAudit Committee meetings.

Meetings and attendanceDuring the year ended 31st March 2019, Audit committee met Four times on the followingdates:26th May 2018, 10th August 2018, 12th November 2018 and 8th February 2019.

Attendanceof members in above meetings areas under:


Mr. Amarpal Sethi

Mr. Pradeep Havnur

Mr. Haresh Eidnani

Name of the MemberNo. of Meetings

held duringthe year

4

4

4

4

No. ofMeetingsattended

4

3

4

4

4. NOMINATIONAND REMUNERATION COMMITTEETerms of referenceNomination and Remuneration committee formulates the policy for appointment of Executive, Non-Executive and Independent Directors to the Board, determines/recommend all elements of remunerationpackage of all the Executive Directors, i.e. salary, benefits, bonuses, stock options, pension etc. on thebasis of adopted policy. It also carries out evaluation of each Directors performance and performance ofthe Board as a whole.

42

CompositionThe Nomination and Remuneration Committee comprises of the following non-executive independentmembers of the Board:

Mr. Pradeep Havnur

Mr. Haresh Eidnani

Dr. Aqueel A. Mulla

Name Designation

Chairman

Member

Member

Category






Meetings and attendanceDuring the year ended 31st March 2019, Nomination and Remuneration committee met one timeon thefollowing date: 25th January 2019.

Attendanceof members in above meetings is as under:

Mr. Pradeep Havnur

Mr. Haresh Eidnani

Dr. Aqueel A. Mulla

Name of the MemberNo. of Meetings

held duringthe year

1

1

1

No. ofMeetingsattended

1

1

1

Remuneration policyThe current remuneration policy adopted by Nomination and Remuneration committee takes care ofselection of Directors on the board and has defined criteria for determining their remuneration .Theultimate objective of formulating and adopting remuneration policy is to provide best talent to the boardwith market competitivetotal reward opportunity.

The remuneration policy has defined criteria for identifying, screening, recruiting and recommendingcandidates for election as an Executive or Non-executive Director on the Board.

The major criteria for the appointment to the board are as follows:1. Qualification, Expertise and Experience in specific areas of business.2. Diversity of the board having expertise in the field of Manufacturing, Marketing, Finance and Taxation,

Law,Governance and General Management.3. Composition of the board with optimal balance of Executive and Non-Executive Directors consistent

with therequirements of law.

The major criteria for the reward/remuneration are as follows:1. Transparent, fair and consistent reward framework.2. Relationship of reward with performance.3. Competitive and reasonable level of remuneration to attract, retain and motivatebest talent on board.

The detailed policy on remuneration of Directors, Key Managerial Personnel and Senior Management isdisplayed on thewebsite of thecompanyat www.pixtrans.com.

43

Remuneration to Directors:Details of remuneration paid to directors duringthe financial year 2018-19 are as under:

a) Promoter Directors:

7.70

7.26

7.26

7.26

6.93

Mr. Amarpal Sethi


Mr. Sonepal Sethi

Mr. Rishipal Sethi

Mr. Karanpal Sethi

Name of the Director Salary

92.40

87.12

87.12

87.12

83.16

LTA

30.40

29.52

29.52

29.52

28.86

Bonus/Ex-Gratia

7.70

7.26

7.26

7.26

6.93

LeaveEncashment

-

-

-

-

-

Perquisites

138.20

131.16

131.16

131.16

109.50

Total

( in lacs)`



57.12

56.52

b) ExecutiveDirector:

2.90

2.76

Mr. Joe Paul

Ms. Shirley Paul

Name of the Director Salary LTA

16.45

16.38

Bonus/Ex-Gratia

LeaveEncashment

-

-

Perquisites

81.23

80.37

Total

( in lacs)`

4.76

4.71

c) Independent Non-Executive Directors:

0.60

0.60

0.60

0.60

0.60

0.60

0.00

Mr. Haresh Eidnani

Mr. Pradeep Havnur

Dr. Aqueel A. Mulla



Mr. Prakash Chand Khasgiwala

Dr. Manoj Mohan Sajnani

Name of the Director Commission

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Sitting fee

( in lacs)`

Performanceevaluation criteria of Independent DirectorsThe Nomination and Remuneration Committee of the Company approved an Evaluation Policy duringthe year, which was adopted by the Board of Directors. The policy provides for evaluation of the Board,the Committees of the Board and individual Directors, including the Chairman of the Board. The Policyprovides that evaluation of the performance of the Board as a whole; Board Committees and Directorsshall be carried out on an annual basis. The performance evaluation of the Independent Directors wascarried out by the entire board .The performance evaluation criteria of Independent Directors are asunder:

a.Attendance and participations in themeetings.b. Raisingof concerns to theBoard.c. Safeguard of confidential information.d. Rendering independent, unbiased opinion and resolution of issues at meetings.e. Initiative in terms of new ideas and planning for theCompany.f. Safeguarding interestof whistle-blowers under vigil mechanism.g. Timely inputs on the minutes of the meetings of the Board and Committees, if any

5. STAKEHOLDERS RELATIONSHIP COMMITTEEThis Committee comprises the following executive and non-executive independent members of theBoard;

The company has a large number of shareholders and this committee meets regularly to approvetransfer of shares, splitting and consolidation of shares, issuance of duplicate shares and review/redressshareholder complaints.

44

Mr. Haresh Eidnani


Mr. Sonepal Sethi

Dr. Aqueel A Mulla

Name of the Director Designation

Chairman

Member

Member

Member



Mr. Shybu Varghese, CompanySecretary acts as complianceofficer of the company.

During the year ended 31.03.2019, 41 complaints/queries were received. There were nocomplaints/queries pending for reply. There were no share transfers pending for registration for morethan 15 days as on the said date.

6. CORPORATESOCIAL RESPONSIBILITY & GOVERNANCECOMMITTEE:Composition of the Committee:

The committee’s prime responsibility is to assist the Board in discharging its social responsibilities by wayof formulating and monitoring implementation of the framework of corporate social responsibilitypolicy. TheBoard has also empowered the committee to look into the matter related to sustainability andoverall governance.

During the year theCorporate Social Responsibility &Governance Committeemet onceon 08.02.2019,and all members of committeewere present in the meetings.

Terms of references of the Committee, inter alia includes thefollowing:•To formulateand recommend to Board a CorporateSocial Responsibility (CSR) policy• Indicating activities to beundertaken in complianceof the provisions of the Companies Act, 2013

and rules made there under•Recommend the amount of expenditureto be spent on CSRactivities•Monitoring the implementation of CSR policy from timeto time•To approve CorporateSustainability reportand overseethe implementation of sustainability

activities•To ensurecompliance with corporategovernance norms as laid down under Listing Agreement

with StockExchange, Companies Act, and other statutes or anymodification or re-enactmentthereof.

7. RISK MANAGEMENT COMMITTEE:The Risk Management Committee was constituted by the Board in pursuance to the requirement ofCompanies Act, 2013 and Regulation 21 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015. The committee implements and monitors RiskManagement Plan of the company.

Mr. Rishipal Sethi

Mr. Joe Paul

Dr. Aqueel A Mulla



Whole-time Director


45

Mr. Pradeep Havnur (Chairman)

Mr. Mohammed Adil Ansari

Mr. Karanpal Sethi




Whole-time Director

Composition of the Committee:

Onemeeting of theRisk Management Committeewas held on 08/02/2019.Meeting Details:



8. GENERAL BODY MEETINGS:AnnualGeneral MeetingsDetails of the last three Annual General Meetings (AGMs) along with special resolutions passed are givenin tablebelow:

Year Venue

J-7, MIDC,Hingna Road,Nagpur–16J-7, MIDC,

Hingna Road,Nagpur–16

J-7, MIDC,Hingna Road,Nagpur–16

No Special Resolution was passed at the Annualgeneral Meeting

1. Re-appointment of Mr. Rishipal Sethi as JointManaging Director for a period of 3 years effectivefrom 01.04.2017 to 31.03.2020 and payment ofremuneration to him.

2. Re-appointment of Ms. Shirley Paul as Whole timeDirector for a period of 3 years effective from10.07.2017 to 09.07.2020 and payment ofremuneration to her

1. Re-appointment and Revision of remuneration paidto Executive Director Mr. Amarpal Sethi (DIN:00129462)for a period of 3 years with effect from1st April, 2018 to 31st March, 2021.

2. Re-appointment and Revision of remuneration paidto Executive Director Mr. Sukhpal Singh Sethi (DIN:00129235) for a period of 3 years with effect from1st April, 2018 to 31st March, 2021.

3. Re-appointment and Revision of remuneration paidto Executive Director Mr. Sonepal Sethi (DIN:00129276) for a period of 3 years with effect from1st April, 2018 to 31st March, 2021.

4. Re-appointment and Revision of remuneration paidto Executive Director Mr. Karanpal Sethi (DIN:01711384) for a period of 3 years with effect from1st April 2018 to 31st March, 2021.

5. Re-appointment and Revision of remuneration paidto Executive Director Mr. Joe Paul (DIN: 00129522)for a period of 3 years with effect from 1st April,2018 to 31st March, 2021.

6 Revision of remuneration paid to Executive DirectorMr. Rishipal Sethi (DIN: 00129304) with effect from1st April, 2018 to 31st March, 2020.

7 Revision of remuneration paid to Executive DirectorMs. Shirley Paul (DIN: 06918198) with effect from1st April, 2018 to 9th July, 2020.

Special Resolutions Passed

9:30 A.M.

9:30 A.M

9:30 A.M

TimeDate

31/03/16

31/03/17

31/03/18

28/09/16

27/09/17

19/09/18



9. DISCLOSURES:Related party transactions

The company has not entered into any transaction of a material nature with the Promoters, Directors orthe Management, their relatives etc. that may have any potential conflict with the interests of thecompany.

None of the transactions with any of related parties were in conflict with the Company’s interest.Attention of members is drawn to the disclosure of transactions with related parties set out in Note No.35 of Notes to Accounts to Standalone Financial Statements, forming part of the Annual Report.

In line with requirement of the Companies Act, 2013 and Listing Agreement, your Company hasformulated a Policy on Related Party Transactions which is also available at Company’s website atwww.pixtrans.com . The Policy intends to ensure that proper reporting; approval and disclosureprocesses are in place for all transactions between the Company and Related Parties. This policyspecifically deals with the review and approval of Material Related Party Transactions keeping in mindthe potential or actual conflicts of interest that mayarise becauseof entering into thesetransactions.

Stock Exchange/SEBI compliancesThe company has complied with the requirements of the stock exchanges, SEBI and other statutoryauthorities on all matters related to capital markets. During the last three years, there were no penaltiesimposed nor any strictures issued on the Company by the Stock Exchanges, SEBI or any other statutoryauthority relating to theabove.

Whistle blower policyThe Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriateavenues to the Directors and employees to bring to the attention of the management any issue which isperceived to be in violation of or in conflict with the fundamental business principles of the Company.The employees are encouraged to voice their concerns by way of whistle blowing and all the employeeshave been given access to the AuditCommittee.

10. MEANS OF COMMUNICATION:The Quarterly Un-Audited (Provisional) Results and the Annual Audited Financial results of the companyare sent to the stock exchanges immediately after they are approved by the Board and are also publishedin one vernacular news paper viz. "LOKSATTA" and one English news paper viz. "INDIAN EXPRESS". Alsothey are uploaded on the Bombay Stock Exchanges website www.bse.com and also on company’swebsite www.pixtrans.com. The results are published in accordance with the guidelines of the StockExchanges. The company’s website www.pixtrans.com contains dedicated section Investors Relations, inwhich information is regularlyposted for the shareholders and investors.

SEBI complaint redress system(SCORES)The investors complaints are processed in a centralized web-based complaint redress system. The salientfeatures of this system are Centralized Database of all complaints, online upload of Action taken Reports(ATRS) and onlineviewing by investors of actions taken on thecomplaintand its current status.

12. GENERAL SHAREHOLDER INFORMATIONAnnual General MeetingDate : 24/07/2019Time: 9:30 A.M.Venue : J-7, M.I.D.C., HINGNA ROAD, NAGPUR-440 016

1stApril, 2018 to 31st March, 2019.Financialyear:47



Book closureTheregister of members and share transfer books of the company shall remain closed from Wednesday,July 17, 2019to Wednesday, July 24, 2019(both days inclusive).

Listing on stock exchangesThe Company’s shares are listed on Bombay Stock Exchange Ltd, Mumbai. The Annual Listing Fees for2018-2019 has been paid to the Stock Exchange. The ISIN Number allotted to Company’s Equity shares isINE751B01018.

Stock codeStock/scrip codeallotted by Bombay Stock Exchangeto company’s equity shares is 500333.

Market price dataMonthly High/low During 2018-19 on Bombay Stock Exchange ( )`

48

Apr-18

May-18

Jun-18

Jul-18

Aug-18

Sep-18

Oct-18

Nov-18

Dec-18

Jan-19

Feb-19

Mar-19

Month High Low

145.05

165.70

160.00

176.25

214.90

284.40

230.05

247.40

201.95

226.00

211.40

190.00

122.30

113.00

138.05

148.00

143.10

192.00

181.10

179.00

171.20

174.40

161.00

169.10



Upto 500

501 to 1000

1001 to 2000

2001 to 3000

3001 to 4000

4001 to 5000

5001 to 10000

10001 & above

Total

Share Holding ofNominal Value of

No ofShare Holders

12888

550

239

85

41

26

72

69

13,970

Percentage ofShare Holders

92.25

3.94

1.71

0.61

0.29

0.19

0.52

0.49

100.00

Total Shares forthe Range

1406017

447082

367668

217551

144339

120635

487145

10434763

13,625,200

Percentageof IssuedCapital

10.32

3.28

2.70

1.60

1.06

0.89

3.58

76.58

100.00

Registrar and Transfer AgentLink Intime India Private LimitedC-101, 247 ParkL.B.S. Marg, Vikhroli (W),Mumbai-400 083e-mail: [email protected]

Share transfer systemThe Company’s shares, which are in compulsory Dematerialized (Demat) list, are transferable throughthe depository system. Shares in physical form are processed by Registrar and Transfer Agent, M/s. LinkIntime India Pvt. Ltd. The share transfers are processed within a period of 15 days from the date ofreceipt of the transfer documents by M/s Link Intime India Pvt. Ltd.

Distribution of Share holding

DISTRIBUTION OF SHAREHOLDING AS ON 31.03.2019

Dematerialisation of Shares and LiquidityThe Company has arrangement with National Securities Depository Ltd. (NSDL) and Central DepositoryServices [India] Ltd.(CDSL) for Demat facility.As on 31st March,2019, 95%of the total equitycapital isheld in theDemat form with NSDLand CDSL. The Company’s Equity shares are in the compulsory Dematmode with effect from 27th November 2000.

Percentage[%]

81.79

13.21

5.00

100.00

Held in Dematerialized form in NSDL

Held in Dematerialized form in CDSL

Physical Shares

Total

Particulars As on31-03-2019

11144218

1799247

681735

1,36,25,200



No of shares traded

Value in (Rs in Lacs)

Particulars BSE

601726

180.66

Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact onequity: NIL

Plant LocationsUnit 1-J-7, M.I.D.C., Hingna Road, Nagpur –440016Unit 2-K-36, K-37& K-38, MIDC, Hingna Road, Nagpur-440 016Unit 3-Khasra No.25,45,46/1,46/2,47 &48,Mouza Nagalwadi,Tehsil –Hingna, Nagpur-440 016Unit 4-Khasra No.57,Mouza Nagalwadi, Tehsil –Hingna,Nagpur-440 016

Address for CorrespondenceJ-7, MIDC, Hingna Road,Nagpur-440016Tel: 07104-669002,Fax: 07104-669007Website: www.pixtrans.comEmail: [email protected]

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENTPERSONNEL WITH THE COMPANIES CODE OF CONDUCT

I, Amarpal Sethi, Chairman and Managing Director of PIX Transmissions Limited declare that all Boardmembers and senior management personnel have affirmed compliance with the Code of Conduct for Boardand Senior Management Personnel for theyear ended 31stMarch, 2019.

50

Company’s Equity shares are one of the liquid and actively traded shares on Bombay stock exchange.Relevant data for theaveragemonthly turnover for thefinancial year 2018-19 is given below:


Amarpal SethiChairman and Managing DirectorPlace: Mumbai

Date: 03/05/2019



CERTIFICATE OF CHAIRMAN AND MANAGING DIRECTORAND CHIEF FINANCIAL OFFICER

ToThe Board of DirectorsPIX Transmissions Ltd

We, the undersigned, in our respective capacities as Chairman and Managing Director and Chief Financialofficer of PIX Transmissions Ltd (“the company”) to the best of our knowledge and belief, certify that:-

1. We have reviewed the Balance Sheet and Profit and Loss account (both consolidated and standalone),and all its schedules and notes on accounts, as well as the Cash Flow Statements and the Directors Reportand annexure thereto and based on our knowledgeand belief, we state that :

a. these statements do not contain any materially untrue statement or omit any material fact or containstatements that might bemisleading.

b. these statements together present true and fair view of the Company’s affairs and are in compliancewith existing accounting standards,applicable laws and regulations.

2. We further state that to the best of our knowledge and belief, no transactions entered into by theCompany during theyear arefraudulent, illegal or violativeof the Company’s Codeof Conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting andhave evaluated the effectiveness of the internal control systems of the Company for such reporting. Wehave disclosed to the Auditors and the Audit Committee, deficiencies, if any, in the design or operation ofsuch internal controls, of which we are aware of and the steps taken and/or proposed to be taken torectify thesedeficiencies.

4. We have indicated to the auditors and auditcommittee:(i) that there are no significant changes in Internal Controls with respect to financial reporting during

the year.(ii) that there are no significant changes in accounting policies during the Year and these have been

disclosed in the notes to the financial statements.(iii) that thereareno instances of significant fraud of which wehavebecameaware.

Amarpal SethiChairman & Managing Director

Karanpal SethiChief Financial Officer

Place: MumbaiDate:03/05/2019


B. L. AJMERA & COCHARTERED ACCOUNTANTS

MAUJI CHHOGALAL TRUST BUILDING, MIRZA ISMAIL ROAD, JAIPUR-302 001 (INDIA)TEL.: 0141-2373433,4047533

E-mail: [email protected]/[email protected]. Website: www.blajmeraco.inAUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

To,TheMembers of PIX Transmissions Limited

1. We, M/s B. L. Ajmera & Co., the Statutory Auditors of PIX Transmissions Ltd (the Company) haveexamined the compliance of conditions of Corporate Governance by the company, for the year ended31st March, 2019as stipulated Regulation 17 to 27 and clauses (b) to (i) of regulation 46(2) and Para C andD of Schedule V of theSEBI(Listing Obligations and Disclosures Requirements) Regulation 2015.

Management’s Responsibility2. The compliance of conditions of Corporate Governance is the responsibility of the Management. This

responsibility includes the design, implementation and maintenance of internal control and proceduresto ensure the compliance with the conditions of Corporate Governance stipulated in the SEBI Listingregulation.

Auditor’s Responsibility3. Our Responsibility is limited to examining the procedures and implementation thereof, adopted by the

company for ensuring compliancewith theconditions of the CorporateGovernance. It is neither an auditnor an expression of opinion on the Financial Statements of theCompany.

4. We have examined the books of account and other relevant records and documents maintained by thecompany for the purpose of providing reasonable assurance on the compliance with CorporateGovernancerequirements by the Company.

5. We have carried out an examination of the relevant records of the company in accordance with theGuidance Note on Certification of Corporate Governance issued by the Institute of CharteredAccountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of theCompanies Act, 2013, in so far as applicable for the purpose of this certificate and as per the GuidanceNote on Reports or Certificates for Special Purposes issued by the ICAI which requires that we complywith the ethical requirements of theCode of Ethics issued bythe ICAI.

6. Wehave complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1,Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and OtherAssurance and Related ServiceEngagements.

Opinion7. Based on our examination of the relevant records and according to the information and explanations

provided to us and the representations provided by the Management, we certify that the company hascomplied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses(b) to (i) of regulation 46(2) and Para C and D of Schedule V of the SEBI Listing Regulations during the yearended March 31, 2019.

8. We state that such compliance is neither an assurance as to the future viability of the Company nor theefficiencyor effectiveness with which theManagement has conducted the affairs of theCompany.

Place: MumbaiDate : 03/05/2019

AUDITOR’S REPORT


B. L. AJMERA & CO.CHARTERED ACCOUNTANTS

MAlJI CHHOGALAL TRUST BUILDINGMIRZA ISMAIL ROAD

JAIPUR-302 001 (INDIA)TEL.: 0141-2373433, 4047533

E-mail : [email protected]/[email protected]: :www.blajmeraco.in

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF PIX TRANSMISSIONS LIMITEDReport on the Audit of the Standalone Financial Statements

OpinionWe have audited the accompanying standalone financial statements of PIX TRANSMISSIONS LIMITED (“theCompany”), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss(including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of CashFlows for the year ended on that date, and a summary of the significant accounting policies and otherexplanatory information (hereinafter referred to as “thestandalonefinancial statements”).

In our opinion and to thebest of our information and according to theexplanations given to us, the aforesaidstandalonefinancial statements give the information required bythe Companies Act, 2013 (“the Act”) in themanner so required and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state ofaffairs of the Company as at March 31, 2019, the profit and total comprehensive income, changes in equityand its cash flows for theyear ended on that date.

Basis for OpinionWe conducted our audit of the standalone financial statements in accordance with the Standards onAuditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards arefurther described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statementssection of our report. We are independent of the Company in accordance with the Code of Ethics issued bythe Instituteof Chartered Accountants of India (ICAI) together with the independence requirements that arerelevant to our audit of the standalone financial statements under the provisions of the Act and the Rulesmade thereunder, and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the ICAI’s Code of Ethics. We believe that theauditevidence we haveobtained is sufficientand appropriate to providea basis for our audit opinion on thestandalonefinancial statements.

Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of most significance in ouraudit of the standalone financial statements of the current period. These matters were addressed in thecontext of our audit of the standalone financial statements as a whole, and in forming our opinion thereon,and we do not provide a separate opinion on these matters. We have determined that there areno key auditmatters to becommunicated in our report.

Information Other than the Standalone Financial Statements and Auditor’s Report ThereonThe Company’s Board of Directors is responsible for the preparation of the other information. The otherinformation comprises the information included in the Management Discussion and Analysis, Board’s

AUDITOR’S REPORT


AUDITOR’S REPORT

54

Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance andShareholder’s Information, but does not include the standalone financial statements and our auditor’sreport thereon.

Our opinion on the standalone financial statements does not cover the other information and we do notexpress anyform of assuranceconclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with thestandalone financial statements or our knowledge obtained during the course of our audit or otherwiseappears to bemateriallymisstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, weare required to report that fact. We havenothing to report in this regard.

Management’s Responsibility for theStandalone Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act withrespect to the preparation of these standalone financial statements that give a true and fair view of thefinancial position, financial performance, total comprehensive income, changes in equity and cash flows ofthe Company in accordance with the Ind ASand other accounting principles generallyaccepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively for ensuring the accuracy and completeness oftheaccounting records, relevant to the preparation and presentation of the standalone financial statementsthat give a trueand fair view and arefree from material misstatement,whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’sability to continue as a going concern, disclosing, as applicable, matters related to going concern and usingthe going concern basis of accounting unless management either intends to liquidate the Company or tocease operations, or has no realistic alternativebut to do so.

The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the StandaloneFinancial StatementsOur objectives are to obtain reasonable assurance about whether the standalone financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s reportthat includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that anaudit conducted in accordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,they could reasonably be expected to influence the economic decisions of users taken on the basis of thesestandalonefinancial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughoutthe audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whetherdue to fraud or error, design and perform audit procedures responsive to those risks, and obtain auditevidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a


AUDITOR’S REPORT

55

material misstatement resulting from fraud is higher than for one resulting from error, as fraud mayinvolvecollusion, forgery, intentional omissions, misrepresentations,or the overrideof internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are alsoresponsible for expressing our opinion on whether the Company has adequate internal financial controlssystem in place and theoperating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made bymanagement.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company’s ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention in our auditor’s report tothe related disclosures in the standalone financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor’s report. However, future events or conditions may cause the Company to cease to continue as agoing concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements,including the disclosures, and whether the standalone financial statements represent the underlyingtransactions and events in a manner thatachieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or inaggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of thefinancial statements may be influenced. We consider quantitative materiality and qualitative factors in (i)planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effectof any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scopeand timing of the audit and significant audit findings, including any significant deficiencies in internal controlthat we identifyduring our audit.

We also provide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence, and to communicate with them all relationships and othermatters that may reasonably be thought to bear on our independence, and where applicable, relatedsafeguards.

From the matters communicated with those charged with governance, we determine those matters thatwere of most significance in the audit of the standalone financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor’s report unless law or regulationprecludes public disclosureabout the matter or when, in extremely rare circumstances, we determinethat amatter should not be communicated in our report because the adverse consequences of doing so wouldreasonably beexpected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements1. As required bySection 143(3) of theAct, based on our audit wereport that:

a) We have sought and obtained all the information and explanations which to the best of ourknowledgeand belief werenecessary for thepurposes of our audit.


b) In our opinion, proper books of account as required by law have been kept by the Company so faras it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are inagreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specifiedunder Section 133 of theAct, read with Rule 7of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2019taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2019 from being appointed as a director in terms of Section 164(2) of theAct.

f) With respect to the adequacy of the internal financial controls over financial reporting of theCompany and the operating effectiveness of such controls, refer to our separate Report in“Annexure A”. Our report expresses an unmodified opinion on the adequacy and operatingeffectiveness of theCompany’s internal financial controls over financial reporting.

.g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule

11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the bestof our information and according to theexplanations given to us:

i. Therewere no pending litigation which would impact thefinancial position of the Company.

ii. The Company has made provision, as required under the applicable law or accountingstandards, for material foreseeable losses, if any, on long-term contracts including derivativecontracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the InvestorEducation and Protection Fund bythe Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the CentralGovernment in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the mattersspecified in paragraphs 3and 4of the Order.

For B. L. AJMERA & CO.Chartered Accountants(Firm’s Registration No. 001100C)

Venkatesan Chandra MouliPartner(Membership No.010054)

Place: Mumbai,Date :May 03, 2019

AUDITOR’S REPORT


ANNEXURE ‘B’ TO THE INDEPENDENT AUDITOR’S REPORT(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our

report to the Members of PIX TRANSMISSIONS LIMITED of even date)

(i) a) The Company is maintaining proper records showing full particulars including quantitative details andsituation of fixed assets.

b) The assets have been physically verified by the management in a manner which in our opinion isreasonable having regard to the size of the company and nature of its assets and no majordiscrepancies werenoticed on such physical verification.

c) According to the information & explanation given to us and on the basis of our examination of therecords of the company, thetitle deed of immovableproperties areheld in the name of company.

(ii) In our opinion the inventories have been physically verified during the year by Management atreasonable intervals and as explained to us no material discrepancies were noticed on physicalverification.

(iii)As informed to us, the Company has granted unsecured loans to companies, firms or other parties listedin the register maintained under section 189 of theCompanies Act, 2013, during the year under audit.

(a) The terms and conditions of grant of unsecured loans to parties covered u/s 189 of the Companies Actare notprejudicial to the company’s interest.

(b) There is no stipulation as to the time period for payment of the principal amount of unsecured loansgranted. Hence, the provisions of sub-clauses (b) and (c) of clause (iii) of paragraph 3 of the Order arenot applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company has compliedwith the provisions of section 185 and 186 of the Act, in respect of grant of loans, making investmentsand providing guarantees and securities.

(v) According to the information & explanation given to us, the Company has not accepted anydeposits fromthe public. Therefore, the provisions of clause (v) of Paragraph 3 of the order are not applicable to thecompany.

(vi)We have broadly reviewed the cost records maintained by the company pursuant to Companies (Costrecords and Audit) Rules, 2014 prescribed by the Central Government under section 148(1) (d) of theCompanies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and cost recordshavebeen maintained. Wehave however not, made a detailed examination of costrecords with a viewtodeterminewhether they are accurateor complete.

(vii) a) As per information and explanations given to us, undisputed statutory dues including ProvidentFund, Income Tax, Sales Tax, Value Added Tax, Wealth Tax, Goods and Services Tax, Service Tax,Custom Duty, Excise Duty, Cess and other material statutory dues, to the extent applicable to it,have generally been regularly deposited with the appropriate authorities and there are noundisputed dues outstanding as on 31st March 2019 for a period of more than six months from thedatethey becamepayable

b) According to the information and explanations given to us and necessary audit proceduresperformed by us, there are no statutory dues of income tax or sales tax or service tax which have notbeen deposited on accountof any dispute

AUDITOR’S REPORT


(viii) In our opinion and according to the information and explanations given to us, the Company has notdefaulted in repayment of loans or borrowings to financial institutions, banks and Government anddues to debentureholders.

(ix) Thecompany has not raised any money by way of Initial Public Offer or Further Public Offer. Term Loanstaken bythe company have been utilised for the purposes for which theywere raised.

(x) In our opinion and according to the information and explanations given to us, no material fraud by theCompanyor on the Companyby its officers or employees has been noticed or reported during theyear.

(xi) In our opinion and according to the information and explanations given to us, the company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by theprovisions of Section 197 read with ScheduleV to theCompanies Act, 2013.

(xii) In our opinion and according to the information and explanations given to us, the Company is not aNidhi Company. Accordingly, paragraph 3(xii) of theOrder is not applicable.

(xiii) In our opinion and according to the information and explanations given to us and based on ourexamination of the records of the Company, transactions with the related parties are in compliancewith the Sections 177 and 188 of the Companies Act, 2013, where applicable and details oftransactions with therelated parties havebeen disclosed in theStandaloneInd AS financial statementsas required byapplicableAccounting Standard.

(xiv) According to the information and explanations give to us and based on our examination of the recordsof the Company, the Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year. Therefore clause (xiv) of Paragraph 3 of theorder is not applicable to the company.

(xv) According to the information and explanations given to us and based on our examination of therecordsof the Company, the Company has not entered into non-cash transactions with directors or personsconnected with them as per section 192 of Companies Act, 2013. Accordingly, clause (xv) of Paragraph3 of the order is not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, the Company is notrequired to beregistered under section 45-IA of the ReserveBankof India Act 1934.



Place: Mumbai,Date :May 03, 2019

AUDITOR’S REPORT


FOR B. L. AJMERA & COMPANYCHARTERED ACCOUNTANTSFRN : 001100C

(VENKATESAN CHANDRA MOULI)PARTNERMEM. NO. : 010054

PLACE : MUMBAIDATE : MAY 03, 2019

PIX TRANSMISSIONS LIMITEDSTANDALONE BALANCE SHEET AS ON 31ST MARCH, 2019

CIN : L25192MH1981PLC024837

(AMARPAL SETHI)CHAIRMAN & MANAGING DIRECTORDIN 00129462

(RISHIPAL SETHI)JOINT MANAGING DIRECTORDIN 00129304

(MOHD ADIL ANSARI)DIRECTORDIN 06913509

(SONEPAL SETHI)JOINT MANAGING DIRECTOR

DIN 00129276

(KARANPAL SETHI)CHIEF FINANCIAL OFFICER

DIN 01711384

(SHYBU VARGHESE)COMPANY SECRETARY

STANDALONE BALANCE SHEET

59

ASSETSNON CURRENT ASSETS(a) Property, Plant & Equipment(b) Capital Work in Progress(c) Intangible Assets(d) Financial Assets :

(I) Investments(ii) Loans(iii) Others

(e) Other Non Current assetsTOTAL

CURRENT ASSETS(a) Inventories(b) Financial Assets :

(i) Current Investments(ii) Trade Receivables(iii) Cash & Cash equivalents(iv) Bank Balances other than (iii) above(v) Loans(vi) Other Financial Assets

(c) Other Current AssetsTOTAL

TOTAL ASSETSEQUITY AND LIABILITIES:Equity Share CapitalOther EquityTOTAL EQUITY CAPITALLIABILITIES : Non-current liabilities :(a) Financial liabilities :

(i) Borrowings(b) Provisions(c) Deferred Tax Liabilities (net)

TOTAL NON CURRENT LIABILITIESCurrent liabilities(a) Financial liabilities :

(i) Borrowings(ii) Trade Payables(iii) Other Financial liabilities

(b) Other Current Liabilities(c) Provisions

TOTAL CURRENT LIABILITIESTOTAL EQUITY & LIABILITIES

SIGNIFICANT ACCOUNTING POLICIES NOTESON FINANCIAL STATEMENTS

19,781.00974.03

39.27

105.76442.30242.48123.45

21,708.29

5,464.15

827.277,775.89

626.56514.88

50.3933.21

840.1516,132.5037,840.79

1,362.41

19,852.1421,214.55

4,711.98908.56

1,283.766,904.30

6,625.091,456.81

85.871,312.69

241.499,721.95

37,840.79

(All amounts in in lacs unless otherwise stated)`

Particulars Note

123

4567

8

9101112131415

16

17

181920

2122232425

I

As at 31stMarch, 2019


18,559.57-

23.90

105.76567.40300.61112.94

19,670.17

5,130.68

1,124.057,464.87

250.08674.94

82.778.46

504.0315,239.8834,910.55

1,362.41

17,435.9818,798.39

4,147.80808.22

1,388.556,344.57

6,261.191,880.74

71.101,055.07

499.489,767.59

34,910.55


STANDALONE PROFIT & LOSS STATEMENT

PIX TRANSMISSIONS LIMITEDSTANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2019

CIN : L25192MH1981PLC024837

(I) Revenue from operations(II) Other income(III) Total income (I + II)IV. Expenses

Cost of Materials ConsumedChanges in inventories of finished goods, work-inprogress and stock-in-tradeEmployee benefits expenseFinance costsDepreciation and amortization expensesOther expenses

Total expenses (IV)(V) Profit before tax(VI) Tax expenses

a) Current Taxb) Deferred Tax

Profit/(loss) for the year(VII) Other comprehensive income(A) (i) Items that will not be reclassified to profit or

lossRemeasurment of the defined benefit plans

(ii) Tax on above(B) (i) Items that will be reclassified to profit or loss

Other than employees benefit(ii) Tax on above

Total other comprehensive incomeTotal comprehensive income for the yearEarning per share of par value of 10 each`Basic (in )`Diluted (in )`SIGNIFICANT ACCOUNTING POLICIES NOTES ONFINANCIAL STATEMENTS

25,087.70539.36

25,627.06

10,203.50(965.95)

5,528.371,317.391,353.394,938.45

22,375.153,251.91

920.00184.73

1,104.732,147.18

5.00

(1.73)

--

3.272,150.45

15.7615.76

Particulars Note


2627

2829

30313233

For the year endedMarch, 31 2019


29,016.73709.34

29,726.07

11,189.88653.25

6,053.781,109.061,522.755,444.59

25,973.313,752.77

990.00(92.69)897.31

2,855.46

(41.52)

12.09

--

(29.43)2,826.03

20.9620.96

FOR B. L. AJMERA & COMPANYCHARTERED ACCOUNTANTSFRN : 001100C







DIN 00129276


DIN 01711384


Annual Report 2018-19 I PIX TRANSMISSIONS LIMITED60

STANDALONE CASH FLOW STATEMENT

PIX TRANSMISSIONS LIMITEDStandalone Cash Flow Statement for the year ended 31st March, 2019

CIN : L25192MH1981PLC024837

3752.77

2516.07

(441.21)

5827.63

1305.63

4522.00

YEAR ENDED31.03.2019


Particulars

1109.06

1522.75(162.69)

(14.35)(48.83)

017.31

34.0058.82

(333.48)296.78

(345.02)32.38

(24.75)(336.11)

363.91(423.93)

14.77257.61

56.64

3251.91

2511.48

(1628.75)

4134.65

979.93

3154.71

1317.39

1353.39(180.21)

(78.21)

00

31.34

51.0016.80

(1394.19)1121.26(536.29)

2.959.80

531.08

(1502.19)(66.69)

14.24122.91

68.37


61

A. Cash flow from operatingactivitiesProfit for the yearAdjustments for:Finance costsDepreciation and amortisationexpenseInterest ReceivedDividend on current investmentsProfit on investments & gain oninvestment carried at fair valuethrough P&LInsurance ClaimNet loss on sale/discarding ofproperty, plant and equipmentBad debts w/o/ProvisionProvision (Non Current)

CHANGING IN WORKING CAPITAL:Adjustments for (increase)/decreasein operating assets:

InventoriesCurrent InvestmentsTrade ReceivablesLoansOther Financial AssetsOther Current Assets

Adjustments for increase/(decrease)in operating liabilities :

BorrowingsTrade payablesOther Financial LiabilitiesOther Current LiabilitiesProvisions

Cash generated from operations

Income taxes paidNet cash generated by operatingactivities Total (A)

Income taxes paid

Net cash generated by operatingactivities-(A)


STANDALONE CASH FLOW STATEMENT

(3350.82)

(954.76)

216.42

925.02

1141.44

B.Cash flow from investing activities

Sale of non-current investmentsLong-Term Loans & Advances (Non-current)Interest receivedNon current Financial assets:OthersOther non current assetsPayment for purchase of property,plant and equipment, capitalwork in progress and otherintangible assetsProceeds from disposal of property,plant and equipmentProfit on investmentsInsurance ClaimDividend on current investmentsNet cash used in investingactivities Total (B)

C. Cash flow from financing activities

Proceeds from borrowings (Non-current)Repayment of borrowings (Non-current)Corporate dividend tax paidDividends on equity share capitalpaidInterim Dividend PaidFinance costs paid

Net cash used in financing activitiesTotal (C)

Net increase/(decrease) in cash andcash equivalents(A+B+C)

Cash and cash equivalents at thebeginning of the year

Cash and cash equivalents at the endof the year

Particulars


0125.10

162.6958.13

(10.52)(3787.83)

38.81

48.830

14.35

564.18

0

(69.34)(340.53)

01109.06

(1329.12)

(2476.21)

(650.62)

1575.64

925.02

31.56(50.00)180.21

826.66

(113.00)(2353.90)

71.13

00

78.21

0

(830.64)

(55.68)(272.50)

0(1317.39)

FOR B.L.AJMERA & COMPANYCHARTERED ACCOUNTANTSFRN : 001100C


PLACE: MUMBAIDATE: MAY 03, 2019





DIN 00129276


DIN 01711384


62

PIX TRANSMISSIONS LIMITEDStandalone Cash Flow Statement for the year ended 31st March, 2019

CIN : L25192MH1981PLC024837




CHANGE IN EQUITY STATEMENT

PIX TRANSMISSIONS LIMITEDSTATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2019

CIN : L25192MH1981PLC024837

A. EQUITY SHARE CAPITALFor the year 2018-19

Balance at the beginning of thereporting period

Changes inequity share capital

during the year

1362.41

(Amt. in Lakhs)Balance

at the end ofthe reporting period

0 1362.41

For the year 2017-18



during the year

1362.41



0 1362.41

Particulars

As at 31.03.2018

Profit for the period

Other comprehensive

income

Total Comprehensive

Income for the Year

Dividend

Tax on Dividend

Depreciation transfer

for land and buildings

Transfer/(Charged)

From Retained Earnings

As at 31.03.2019

Reserves and surplus

SecuritiesPremium

CapitalReserve

B. OTHER EQUITY

TotalCapitalRedemption

Reserve

Amalga-mationReserve

GeneralReserve

RetainedEarnings

94.08

94.08

1,387.09

1,387.09

1,124.13

1,124.13

337.42

337.42

251.93

251.93

14,241.34

2,855.46

(29.43)

2,826.03

(340.53)

(69.34)

-

-

16,657.50

17,435.98

2,855.46

(29.43)

2,826.03

(340.53)

(69.34)

-

-

19,852.14

(Amt. in Lakhs)



Particulars

As at 31.03.2017

Profit for the period

Other comprehensive

income

Total comprehensive

income

Dividend

Tax on Dividend

Depreciation transfer

for land and buildings

Transfer/(Charged)

From Retained Earnings

As at 31.03.2018


SecuritiesPremium

CapitalReserve

B. OTHER EQUITY


Reserve

Amalga-mationReserve

GeneralReserve

RetainedEarnings

94.08

94.08

1,387.09

1,387.09

1,124.13

1,124.13

337.42

337.42

251.93

251.93

12,419.07

2,147.18

3.27

2,150.45

(272.50)

(55.68)

-

-

14,241.34

15,613.72

2,147.18

3.27

2,150.45

(272.50)

(55.68)

-

-

17,435.98

FOR B.L.AJMERA & COMPANYCHARTERED ACCOUNTANTSFRN: 001100C







DIN 00129276


DIN 01711384


The accompanying notes form an integral part of the Financial Statements. As per our report of even date attached.

(Amt. in Lakhs)


1 CorporateInformationPIX Transmissions Limited was incorporated on 22nd July 1981 as a priavate limited company in theState of Maharashtra, India. The status of PIX Transmissions Limited changed from a Priavate Limitedcompany to a Public Limited Company effective from 27th September 1989. PIX Transmissions Limitedcompleted its initial public offering of its equity shares in India on 4th December, 1989. The shares ofthe company are listed with BSE Limited, Mumbai.

2 Significant Accounting Policies2.1 Basis of preparation

The financial statements of the company have been prepared and presented in accordance withIndian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards)Rules, 2015 as amended by the Companies(Indian Accounting Standards)(Amendment) Rules,2016 and the relevant provisions of the Companies Act, 2013 ("the Act"). In addition, the guidancenote/announcements issued by the Institute of Chartered Accountants of India(ICAI) are alsoapplied except where compliance with other statutory promulgations require a differenttreatement.

The financial statements have been prepared on a historical cost basis, except for the followingassets and liabilities which have been measured atfair valueor revalued amount:"-Certain financial assets and liabilities measured at fair value or at amortised cost depending onthe classification(refer accounting policy regarding financial instruments),-Employee definedbenefit assets/(obligations) are recognised as the net total of the fair value of plan assets, plusactuarial losses, less actuarial gains and the present valueof the defined benefit obligations, "

Accounting policies have been consistently applied except where a newly issued accountingstandard is initially adopted or a revision to an existing accounting standard requires a change inthe accounting policyhitherto in use.

2.2 Summary of significant accountingpolicies(a) Property, plant and equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation andaccumulated impairment losses, if any. Freehold land are stated at cost. The cost comprisespurchase price, borrowing costs if capitalization criteria are met and directly attributablecost of bringing the asset to its working condition for the intended use. Any trade discountsand rebates are deducted in arriving at the purchase price. Projects pre-operative expensesare capitalized to various eligible PPE in respective units. Borrowing costs directlyattibutableto acquisition or construction of qualifying PPE are capitalised.

Each part of an item of property, plant and equipment with a cost that is significant inrelation to the total cost of the item is depreciated separately. When significant parts ofplant and equipment are required to be replaced at intervals, the Company depreciatesthem separately based on their specific useful lives. Likewise, when a major inspection isperformed, its cost is recognized in the carrying amount of the plant and equipment as areplacement if the recognition criteria are satisfied. All other repair and maintenance costsare recognized in profit or loss as incurred.

Subsequent expenditure related to an item of property, plant and equipment is added to itsbook value only if it increases the future benefits from its previously assessed standard ofperformance. All other expenses on existing property, plant and equipment, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to thestatement of profit and loss for theperiod during which such expenses are incurred.

NOTES


NOTES

Borrowing costs directly attributable to acquisition of property, plant and equipment whichtake substantial period of time to get ready for its intended use are also included to theextent theyrelateto the period till such assets areready to beput to use.

Advances paid towards the acquisition of property, plant and equipment outstanding ateach balancesheet date is classified as capital advances under other non-current assets.

An item of property, plant and equipment and any significant part initially recognized is de-recognized upon disposal or when no future economic benefits are expected from its use ordisposal. Any gain or loss arising on de-recognition of the asset (calculated as the differencebetween the net disposal proceeds and the carrying amount of the asset) is included in thestatement of profit and loss when theProperty, plant and equipment is de-recognized.

Expenditure directly relating to construction activity is capitalized. Indirect expenditureincurred during construction period is capitalized to the extent to which the expenditure isindirectly related to construction or is incidental thereto. Other indirect expenditure(including borrowing costs) incurred during the construction period which is neither relatedto the construction activity nor is incidental thereto is charged to the statement of profit andloss.

Costs of assets not ready for use at the balance sheet date are disclosed under capital work-in-progress.

Depreciation methods, estimated useful lives and residualvalueDepreciation is calculated on straight line basis using the useful lives as prescribed underSchedule II to the Companies Act, 2013. If the management's estimate of the useful life of aitem of property, plant and equipment at the time of acquisition or the remaining useful lifeon a subsequent review is shorter than the envisaged in the aforesaid schedule,depreciation is provided at a higher rate based on the management's estimate of the usefullife/remaining useful life.

The property, plant and equipment acquired under finance leases is depreciated over theasset’s useful life or over the shorter of the asset’s useful life and the lease term if there is noreasonable certainty that the company will obtain ownership at the end of the lease term.Leasehold assets are amortised on a straight linebasis over the balanceperiod of lease.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at theend of each reporting period. An asset’s carrying amount is written down immediately to itsrecoverable amount if the asset’s carrying amount is greater than its estimated recoverableamount.

(b) Intangible assetsIntangible assets that are acquired by the Company are measured initially at cost. Afterinitial recognition, an intangibleasset is carried at its cost less any accumulated amortizationand accumulated impairment loss.

Subsequent expenditure is capitalized only when it increases the future economic benefitsfrom the specific asset to which it relates. An intangible asset is derecognized on disposal orwhen no future economicbenefits areexpected from its use and disposal.

Losses arising from retirement and gains or losses arising from disposal of an intangibleasset are measured as the difference between the net disposal proceeds and the carryingamount of theasset and arerecognized in the statement of profit and loss.


NOTES

Amortisation methods and periodsThe estimated useful lives of intangible assets and the amortisation period are reviewed atthe end of each financial year and the amortisation method is revised to reflect the changedpattern, if any.

(c) Research and developmentRevenue expenditure pertaining to research is charged to the Statement of Profit and Loss.Development costs of products are also charged to the Statement of Profit and Loss in theyear it is incurred, unless a product’s technological feasibility has been established, in whichcase such expenditure is capitalised. These costs are charged to the respective heads in theStatement of Profit and Loss in the year it is incurred. The amount capitalised comprises ofexpenditure that can be directly attributed or allocated on a reasonable and consistent basisfor creating, producing and making the asset ready for its intended use. Fixed assets utilisedfor research and development are capitalised and depreciated in accordance with thepolicies stated for Tangible Fixed Assets and IntangibleAssets.

(d) Impairment of non financial assetsThe Company assesses, at each reporting date, whether there is an indication that an assetmay be impaired. If any indication exists, or when annual impairment testing for an asset isrequired, the Company estimates the asset’s recoverable amount. An asset’s recoverableamount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs ofdisposal and its value in use. Recoverable amount is determined for an individual asset,unless the asset does not generate cash inflows that are largely independent of those fromother assets or groups of assets. When the carrying amount of an asset or CGU exceeds itsrecoverable amount, the asset is considered impaired and is written down to its recoverableamount.

Impairment losses are recognized in the statement of profit and loss. After impairment,depreciation is provided on the revised carrying amount of the asset over its remaininguseful life.

When there is indication that an impairment loss recognised for an asset (other than arevalued asset) in earlier accounting periods no longer exists or may have decreased, suchreversal of impairment loss is recognised in the Statement of Profit and Loss, to the extentthe amount was previously charged to the Statement of Profit and Loss.

(e) Foreign currency translation(i)Functional and presentation currency

Items included in the financial statements of the entity are measured using the currencyof the primary economic environment in which the entity operates (‘the functionalcurrency’). The financial statements are presented in Indian rupee (INR), which is entity’sfunctional and presentation currency.

(ii)Transactions and balancesForeign currency transactions are translated into the functional currency using theexchange rates at the dates of the transactions. Foreign exchange gains and lossesresulting from the settlement of such transactions and from the translation of monetaryassets and liabilities denominated in foreign currencies at year end exchange rates arerecognised in statement of profit or loss. Non monetary assets and liabilities arecarried atcost.


NOTES

(f) Financial InstrumentsFinancial assets and financial liabilities are recognised when a Company becomes a party tothecontractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction coststhat are directly attributable to the acquisition or issue of financial assets and financialliabilities (other than financial assets and financial liabilities at fair value through profit or lossand ancillary costs related to borrowings) are added to or deducted from the fair value of thefinancial assets or financial liabilities, as appropriate, on initial recognition. Transaction costsdirectly attributable to the acquisition of financial assets or financial liabilities at fair valuethrough profit or loss arerecognised immediately in Statement of Profitand Loss.

Classification and Subsequent Measurement: Financial AssetsThe Company classifies financial assets as subsequently measured at amortised cost, fair valuethrough other comprehensive income (“FVOCI”) or fair valuethrough profit or loss (“FVTPL”) onthebasis of following:

the entity’s business model for managing the financial assets andthe contractual cash flow characteristics of the financial asset.

(i) Amortised CostA financial asset shall be classified and measured at amortised cost if both of the followingconditions aremet:

-the financial asset is held within a business model whose objective is to hold financial assetsin order to collect contractual cash flows and

-the contractual terms of the financial asset give rise on specified dates to cash flows that aresolely payments of principal and intereston the principal amount outstanding.

(ii) Fair Value through other comprehensive incomeA financial asset shall be classified and measured at fair value through OCI if both of thefollowing conditions aremet:

-the financial asset is held within a business model whose objective is achieved by bothcollecting contractual cash flows and selling financial assets and

-the contractual terms of the financial asset give rise on specified dates to cash flows that aresolelypayments of principal and interest on the principal amount outstanding.

(iii) Fair Valuethrough Profit or LossA financial asset shall be classified and measured at fair value through profit or loss unlessit is measured at amortised cost or atfair valuethrough OCI.

All recognised financial assets are subsequently measured in their entirety at eitheramortised cost or fair value, depending on the classification of thefinancial assets.

Classification and Subsequent Measurement: Financial liabilitiesFinancial liabilities are classified as either financial liabilities at FVTPL or ‘other financialliabilities’.

(i) Financial Liabilities at FVTPLFinancial liabilities are classified as at FVTPL when the financial liability is held for trading orare designated upon initial recognition as FVTPL. Gains or Losses on liabilities held fortrading are recognised in theStatementof Profit and Loss.


NOTES

(ii) Other Financial Liabilities:Other financial liabilities (including borrowings and trade and other payables) aresubsequently measured at amortised cost using theeffective interest method.

The effective interest method is a method of calculating the amortised cost of a financialliability and of allocating interest expense over the relevant period. The effective interestrate is the rate that exactly discounts estimated future cash payments (including all fees andpoints paid or received that form an integral part of the effective interest rate, transactioncosts and other premiums or discounts) through the expected life of the financial liability, or(where appropriate) a shorter period, to the net carrying amount on initial recognition.

Impairment of financial assetsFinancial assets, other than those at FVTPL, areassessed for indicators of impairment at the endof each reporting period. The Company recognises a loss allowance for expected credit losseson financial asset. In case of trade receivables, the Company follows the simplified approachpermitted by Ind AS 109 – Financial Instruments for recognition of impairment loss allowance.The application of simplified approach does not require the Company to track changes in creditrisk. The Company calculates the expected credit losses on trade receivables using a provisionmatrix on the basis of its historical credit loss experience.

Derecognition of financial assetsThe Company derecognises a financial asset when the contractual rights to the cash flows fromthe asset expire, or when it transfers the financial asset and substantially all the risks andrewards of ownership of the asset to another party. If theCompanyneither transfers nor retainssubstantially all the risks and rewards of ownership and continues to control the transferredasset, the Company recognises its retained interest in the asset and an associated liability foramounts it may have to pay. If the Company retains substantially all the risks and rewards ofownership of a transferred financial asset, the Company continues to recognise the financialassetand also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset’s carryingamount and the sum of the consideration received and receivable and the cumulative gain orloss that had been recognised in other comprehensive income and accumulated in equity isrecognised in profit or loss if such gain or loss would have otherwise been recognised in profit orloss on disposal of that financial asset.

Derecognition of financial liabilitiesA financial liability is derecognized when the obligation under the liability is discharged orcancelled or expires. When an existing financial liability is replaced by another from the samelender on substantially different terms, or the terms of an existing liability are substantiallymodified, such an exchange or modification is treated as the derecognition of the originalliability and the recognition of a new liability. The difference in the respective carrying amountsis recognized in thestatementof profit or loss.Equity investment in subsidiariesInvestment in subsidiaries are carried at cost. Impairmentrecognized, if any, is reduced from thecarrying value.

Offsetting of financial instrumentsFinancial assets and financial liabilities are offset and the net amount is reported in the balancesheet if there is a currently enforceable legal right to offset the recognised amounts and there isan intention to settleon a net basis, to realisethe assets and settle the liabilities simultaneously.


NOTES

(g) Financial liabilities and equity instrumentsClassification as debt or equityDebt and equity instruments issued by the Company are classified as either financialliabilities or as equity in accordance with the substance of the contractual arrangementsand thedefinitions of a financial liability and an equity instrument.

Equity instrumentsAn equity instrument is any contract that evidences a residual interest in the assets of anentity after deducting all of its liabilities. Equity instruments issued by a Company arerecognised at theproceeds received.

(h) Taxes(i) Current incometax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from'profit before tax' as reported in the statement of profit and loss because of items of incomeor expense that are taxable or deductible in other years, items that are never taxable ordeductible and tax incentives. The Company's current tax is calculated using tax rates thathavebeen enacted or substantively enacted bytheend of thereportingperiod.

Current income tax relating to items recognised outside profit or loss is recognised outsideprofit or loss (either in other comprehensive income or in equity). Current tax items arerecognised in correlation to the underlying transaction either in OCI or directly in equity.Management periodically evaluates positions taken in the tax returns with respect tosituations in which applicable tax regulations are subject to interpretation and establishesprovisions where appropriate.

(ii) Deferred taxDeferred income tax is recognized using the balance sheet approach, deferred tax isrecognized on temporary differences at the balance sheet date between the tax bases ofassets and liabilities and their carrying amounts for financial reporting purposes, exceptwhen the deferred income tax arises from the initial recognition of goodwill or an asset orliability in a transaction that is not a business combination and affects neither accountingnor taxable profit or loss at the time of thetransaction.

Deferred income tax assets are recognized for all deductible temporary differences, carryforward of unused tax credits and unused tax losses, to the extent that it is probable thattaxable profit will be available against which the deductible temporary differences, and thecarry forward of unused tax credits and unused tax losses can beutilized.

The carrying amount of deferred income tax assets is reviewed at each balance sheet dateand reduced to the extent that it is no longer probable that sufficient taxable profit will beavailable to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected toapply in the period when the asset is realized or the liability is settled, based on tax rates(and tax laws) that havebeen enacted or substantivelyenacted at thebalance sheetdate.

Deferred tax assets and deferred tax liabilities areoffset if a legallyenforceable right exists toset off current tax assets against current tax liabilities and the deferred taxes relate to thesame taxableentity and the same taxation authority.


NOTES

(ii) Deferred taxDeferred income tax is recognized using the balance sheet approach, deferred tax isrecognized on temporary differences at the balance sheet date between the tax bases ofassets and liabilities and their carrying amounts for financial reporting purposes, exceptwhen the deferred income tax arises from the initial recognition of goodwill or an asset orliability in a transaction that is not a business combination and affects neither accountingnor taxable profit or loss at the time of thetransaction.

Deferred income tax assets are recognized for all deductible temporary differences, carryforward of unused tax credits and unused tax losses, to the extent that it is probable thattaxable profit will be available against which the deductible temporary differences, and thecarry forward of unused tax credits and unused tax losses can beutilized.

The carrying amount of deferred income tax assets is reviewed at each balance sheet dateand reduced to the extent that it is no longer probable that sufficient taxable profit will beavailable to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected toapply in the period when the asset is realized or the liability is settled, based on tax rates(and tax laws) that havebeen enacted or substantivelyenacted at thebalance sheetdate.

Deferred tax assets and deferred tax liabilities areoffset if a legallyenforceable right exists toset off current tax assets against current tax liabilities and the deferred taxes relate to thesame taxableentity and the same taxation authority.

(i) InventoriesInventories arevalued at the lower of cost and netrealisable value.

Costs incurred in bringing each product to its present location and condition are accountedfor as follows:

cost includes cost of purchase and other costs incurred in bringing theRaw materials:inventories to their present location and condition. Cost is determined on weighted averagebasis.

Cost of finished goods and work-in-progress includesFinished goods and work in progress:the cost of materials, conversion cost, an appropriate share of fixed and variable productionoverheads and other costs incurred in bringing the inventories to their present location andcondition.

cost includes cost of purchase and other costs incurred in bringing theTraded goods:inventories to their present location and condition. Cost is determined on weighted averagebasis.

Net realisable value is the estimated selling price in the ordinary course of business, lessestimated costs of completion and the estimated costs necessary to make the sale. The netrealizable value of work-in-progress is determined with reference to the selling prices ofrelated finished products. Raw materials and other supplies held for use in production offinished products are not written down below cost except in cases where material priceshave declined and it is estimated that the cost of the finished products will exceed their netrealizablevalue.


NOTES

(j) RevenuerecognitionRevenue is measured at the fair value of the consideration received or receivable. Amountsdisclosed as revenue are net of returns, trade allowances, rebates, value added taxes andamounts collected on behalf of third parties. The company recognises revenue when theamount of revenue can be reliably measured, it is probable that future economic benefitswill flowto theentity and specific criteria havebeen met for each of the company’s activitiesas described below. The company bases its estimates on historical results, taking intoconsideration the type of customer, the type of transaction and the specifics of eacharrangement.

Recognising revenue from major business activities(i) Saleof goods

"Revenue from the sale of goods is recognised when the significant risks and rewards ofownership of thegoods have passed to the buyer, usually on delivery of the goods. Revenuefrom the sale of goods is measured at the fair value of the consideration received orreceivable, net of returns and allowances, tradediscounts and volumerebates."

(ii) Interest incomeFor all debt instruments measured either at amortised cost or at fair value through othercomprehensive income, interest incomeis recorded usingthe effective interest rate(EIR).

(iii)Dividend incomeRevenue is recognised when the company’s right to receive the payment is established,which is generally when shareholders approve the dividend.

(k) Employee benefits(i) Short-term obligationsLiabilities for wages and salaries, including non-monetary benefits that are expected to besettled wholly within 12 months after the end of the period in which the employees renderthe related service are recognised in respect of employees’ services up to the end of thereporting period and are measured at the amounts expected to be paid when the liabilitiesaresettled.

(ii) Other long-termemployee benefit obligationsThe earned leave obligations are presented as current liabilities in the balance sheet as theentity does not have an unconditional right to defer settlement for at least twelve monthsafter thereporting period, regardless of when the actual settlement is expected to occur.

(iii) Post-employment obligationsThe company operates the followingpost-employment schemes:(a) defined benefit plans viz gratuity,(b) defined contribution plans viz providentfund.

Gratuity obligationsThe liability or asset recognised in the balance sheet in respect of defined benefit gratuity plansis the present value of the defined benefit obligation at the end of the reporting period less thefair value of plan assets. The defined benefit obligation is calculated annually by actuaries usingtheprojected unit credit acturial cost method.

The present value of the defined benefit obligation is determined by discounting the estimatedfuture cash outflows by reference to market yields at the end of the reporting period ongovernment bonds that haveterms approximating to the terms of the related obligation.


NOTES

The net interest cost is calculated by applying the discount rate to the net balance of the definedbenefit obligation and the fair value of plan assets. This cost is included in employee benefitexpense in the statement of profit and loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarialassumptions are recognised in the period in which they occur, directly in other comprehensiveincome. They are included in retained earnings in the statement of changes in equity and in thebalance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendmentsor curtailments are recognised immediately in profit or loss as past servicecost.

Defined contribution plansThe company pays provident fund contributions to approved provident fund trust and publiclyadministered provident funds. The company has no further payment obligations once thecontributions have been paid. The contributions are accounted for as defined contributionplans and the contributions are recognised as employee benefit expense when they are due.Prepaid contributions are recognised as an asset to the extent that a cash refund or a reductionin the future payments is available.

(iii) Termination benefitsTermination benefits are payable when employment is terminated by the company beforethe normal retirement date, or when an employee accepts voluntary redundancy inexchange for thesebenefits.

(l) Leases:The determination of whether an arrangement is (or contains) a lease is based on thesubstance of the arrangementat the inception of the lease. Thearrangement is,or contains,a lease if fulfillment of the arrangement is dependent on the use of a specific asset or assetsand the arrangement conveys a right to use the asset or assets, even if that right is notexplicitly specified in an arrangement.

(i) As a lessee: A lease is classified at the inception date as a finance lease or an operatinglease. Leases of property, plant and equipment where the company, as lessee, hassubstantiallyall therisks and rewards of ownership are classified as finance leases.

Leases in which a significant portion of the risks and rewards of ownership are nottransferred to the company as lessee are classified as operating leases. Payments madeunder operating leases are charged to profit or loss on a straight-linebasis over the periodof the lease unless the payments are structured to increase in line with expected generalinflation to compensate for the lessor’s expected inflationary cost increases.

(ii)As a lessor: Leases are classified as finance leases when substantially all of the risks andrewards of ownership transfer from the Company to the lessee. Amounts due fromlessees under finance leases are recorded as receivables at the Company’s netinvestment in the leases. Finance lease income is allocated to accounting periods so as toreflect a constant periodic rate of return on the net investment outstanding in respect ofthe lease.

Lease income from operating leases where the company is a lessor is recognised inincome on a straight-line basis over the lease term unless the receipts are structured toincrease in line with expected general inflation to compensate for the expectedinflationary cost increases. The respective leased assets are included in the balancesheet based on their nature.


NOTES

(m)Provisions, Contingent Liabilities and Contingent AssetsProvisions are recognised when the Company has a present obligation (legal orconstructive) as a result of a past event and it is probable that an outflow of resources, thatcan bereliably estimated, will berequired to settle such an obligation.

If theeffectof the time valueof money is material,provisions aredetermined bydiscountingthe expected future cash flows to net present value using an appropriate pre-tax discountrate that reflects current market assessments of the time value of money and, whereappropriate, the risks specific to the liability. Unwinding of the discount is recognised in theStatement of Profit and Loss as a finance cost. Provisions are reviewed at each reportingdateand are adjusted to reflectthe current best estimate.

A present obligation that arises from past events where it is either not probable that anoutflow of resources will be required to settle or a reliable estimateof the amount cannot bemade, is disclosed as a contingent liability. Contingent liabilities are also disclosed whenthere is a possible obligation arising from past events, the existence of which will beconfirmed only bythe occurrence or non-occurrence of one or more uncertain futureeventsnot whollywithin thecontrol of the Company.

Claims against the Company where the possibility of any outflow of resources in settlementis remote,are notdisclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in therecognition of income that may never be realised. However, when the realisation of incomeis virtually certain, then the related asset is not a contingent asset and is recognised.

(n) BorrowingcostsBorrowing costs are interest and other costs that theCompany incurs in connection with theborrowing of funds and is measured with reference to the effective interest rate (EIR)applicable to the respectiveborrowing.

Borrowing costs, allocated to qualifying assets, pertaining to the period fromcommencement of activities relating to construction/development of the qualifying assetup to the date of capitalisation of such asset are added to the cost of the assets.Capitalisation of borrowing costs is suspended and charged to the Statement of Profit andLoss during extended periods when active development activity on the qualifying assets isinterrupted.

All other borrowing costs are recognised as an expense in the period which they areincurred.

(o) Segment Reporting-Identification of SegmentsThe Company is engaged in the business of Industrial Rubber Products and there is noreportable primary segment as per Indian Accounting Standard (IND AS 108) ' SegmentReporting'.

The Company identified geographical locations as secondary segements. The products ofthe company aresold both in the domestic & export markets, which areconsidered differentgeographical segments.

(p) Earnings per shareBasic earnings per shareBasic earnings per share is calculated bydividing:-theprofit attributableto shareholders of the company-by the weighted average number of equity shares outstanding during the financial year,adjusted for bonus elements in equity shares issued during theyear


NOTES

Diluted earnings per shareDiluted earnings per share adjusts the figures used in the determination of basic earningsper shareto take into account:-the after income tax effect of interest and other financing costs associated with dilutive

potential equity-the weighted average number of additional equity shares that would have been

outstanding assuming theconversion of all dilutivepotential equityshares.

(q) Cash and cash equivalents"Cash and cash equivalent in the balance sheet comprise cash at banks and on hand andshort-term deposits with an original maturity of three months or less, which are subject toan insignificant risk of changes in value.For the purpose of the statement of cash flows, cashand cash equivalents consist of cash and short-term deposits, as defined above, net ofoutstanding bank overdrafts as they are considered an integral part of the Company’s cashmanagement."

(r) Current/non current classificationThe Company presents assets and liabilities in the balance sheet based on current/non-currentclassification. An asset is treated as current when it is:-Expected to be realised or intended to be sold or consumed in normal operating cycle-Held primarily for the purposeof trading-Expected to be realised within twelve months after the reporting period, or-Cash or cash equivalent unless restricted from being exchanged or used to settle a liabilityfor at least twelvemonths after thereporting period

All other assets areclassified as non-current.

A liability is current when:-It is expected to besettled in normal operating cycle-It is held primarily for thepurpose of trading-It is due to be settled within twelve months after the reporting period,or-There is no unconditional right to defer the settlement of the liability for at least twelve

months after thereporting period

The company classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and theirrealisation in cash and cash equivalents. The company has identified twelve months as itsoperating cycle.

3 Significant accounting judgements, estimates and assumptionsThe preparation of these financial statements in conformity with the recognition andmeasurement principles of Ind ASrequires the management of the Company to make

estimates and assumptions that affect the reported balances of assets and liabilities,disclosures relating to contingent liabilities as at the date of the financial statements and thereported amounts of incomeand expensefor theperiods presented.


NOTES

This note provides an overview of the areas that involved a higher degree of judgement orcomplexity, and of items which are more likely to be materially adjusted due to estimates andassumptions turning out to be different than those originally assessed. Detailed informationabout each of these estimates and judgements is included in relevant notes together withinformation about the basis of calculation for each affected line item in the financialstatements.

Critical estimates and judgements(i) Estimation of net realizable valuefor inventory

"Inventory is stated at the lower of cost and net realizable value (NRV).NRV for completedinventory is assessed by reference to market conditions and prices existing at the reportingdateand is determined by the Company, based on comparable transactions identified."

(ii) Impairment of non-financial assetsThe Company assesses, at each reporting date, whether there is an indication that an assetmay be impaired. If any indication exists, or when annual impairment testing for an asset isrequired, the Company estimates the asset’s recoverable amount. An asset’s recoverableamount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs ofdisposal and its value in use. Recoverable amount is determined for an individual asset,unless the asset does not generate cash inflows that are largely independent of those fromother assets or groups of assets. When the carrying amount of an asset or CGU exceeds itsrecoverable amount, the asset is considered impaired and is written down to its recoverableamount.

In assessing value in use, the estimated future cash flows are discounted to their presentvalue using a pre-tax discount rate that reflects current market assessments of the timevalue of money and the risks specific to the asset. In determining fair value less costs ofdisposal, recent market transactions are taken into account. If no such transactions can beidentified, an appropriatevaluation model is used.

(iii)Recoverability of trade receivablesIn case of trade receivables, the Company follows the simplified approach permitted by IndAS 109 – Financial Instruments for recognition of impairment loss allowance. Theapplication of simplified approach does not require the Company to track changes in creditrisk. The Company calculates the expected credit losses on trade receivables using aprovision matrix on the basis of its historical credit loss experience.

(iv)Useful lives of property, plant and equipment/intangible assetsThe Company reviews the useful life of property, plant and equipment/intangible assets atthe end of each reporting period. This reassessment may result in change in depreciationexpense in futureperiods.

(v) Valuation of deferred taxassetsThe Company reviews the carrying amount of deferred tax assets at the end of eachreporting period. The policy for thesamehas been explained under note above.

(vi) Defined benefit plansThe cost of the defined benefit gratuity plan and the present value of the gratuity obligationare determined using actuarial valuations. An actuarial valuation involves making variousassumptions that may differ from actual developments in the future. These include thedetermination of the discount rate, future salary increases and mortality rates. Due to thecomplexities involved in the valuation and its long-term nature, a defined benefit obligationis highly sensitive to changes in these assumptions. All assumptions are reviewed at eachreporting date.


NOTES


NOTES


NOTES

NOTE :-4 Non Current Financial Assets:-Investments

Investment in Subsidiaries (carried at cost)

1. PIX Middle East FZC, UAE

[150 shares of 1000 Dirham

per share]

2. PIX Transmissions Europe Ltd.

[100000 shares of 1 euro per share]

TOTAL

As at March 31, 2019Particulars

( in lacs)`

FaceValue

As at March 31, 2018

Nos Amount ( )` Amount ( )`Nos

1,000

1

150

100,000

20.61

85.15

105.76

150

100,000

20.61

85.15

105.76

ParticularsAs at

31.03.2019`

242.48

0

242.48

NOTE :-6 Non-Current Financial Assets (Others)As at

31.03.2018`

( in lacs)`

Security deposits

Bank fixed deposit (Maturity Beyond 12 Months)

TOTAL

238.84

61.77

300.61

ParticularsAs at

31.03.2019`

12.40

111.05

123.45

NOTE :-7 Other Non Current AssetsAs at

31.03.2018`

( in lacs)`

Expenditure on acquisition of assets-pending

capitalisation

Prepayments-leasehold land

TOTAL

-

112.94

112.94

Particulars

(i) Loans to subsidiary

Unsecured-Considered good

ii) Others deposit

TOTAL

As at31.03.2019

`

42.30

400.00

442.30

NOTE :-5 Non-Current Financial Assets (Loans)As at

31.03.2018`

( in lacs)`

42.30

525.10

567.40


80

ParticularsAs at

31.03.2019`

2,167.62

443.97

1,988.59

211.37

581.66

70.96

5,464.15

NOTE :-8 InventoriesAs at

31.03.2018`

( in lacs)`

Inventories (at lower of cost and net

realizable value)

(i) Raw materials

(ii) Work in progress

(iii) Finished goods

(iv) Stock-In-Trade

(v) Stores and spares

(vi) Packing materials

TOTAL

1,502.55

1,219.57

1,866.23

89.59

410.37

42.37

5,130.68

NOTE :-9 Financial Asset-Current Investments

Investment measured at fair value through P&L a/c :

Kotak Bank

Mutual Funds & ETFs : Debt : FMP

HDFC FMP 1213D Mar 2017 (1) Series 38 Reg Growth

(Maturity Dt. 17/07/2020]

IDFC Fixed Term Plan Series 79 Regular Plan Growth

[Maturity date 21/06/2018]

Mutual Funds & ETFs : Debt : High Yield Fund

BOI AXA Corporate Credit Spectrum Fund Regular Plan

IDFC Credit Opportunities Fund Regular Plan Growth

Kotak Medium Term Fund Regular Plan Growth

Mutual Funds & ETFs : Debt : Income Fund

ICICI Prudential Income Opportunities Fund Growth

HDFC Bank

HDFC Liquid Fund Growth

State Bank Of India

SBI Premier Liquid Fund

TOTAL


( in lacs)`


Unit Amount ( )` Amount ( )`

1,200,000

-

-

700,000

1,459,959

452,730

7,380

-

Unit

138.20

-

-

79.32

223.04

116.56

270.14

-

827.27

1,200,000

500,000

570,141

700,000

1,459,959

452,730

7,380

20,182

129.49

68.60

76.10

75.03

210.71

109.92

251.71

202.48

1,124.05

NOTES


NOTES

ParticularsAs at

31.03.2019`

0

7,689.48

171.40

85.00

7,775.89

NOTE :-10 Financial Assets-Trade ReceivablesAs at

31.03.2018`

( in lacs)`

Considered good-Secured

Considered good-Unsecured

Trade receivables which have significant

increase in credit risk

Less: Trade receivables-credit impaired

TOTAL

0

7,311.85

204.02

51.00

7,464.87

ParticularsAs at

31.03.2019`

491.83

2.19

132.54

626.56

NOTE :-11 Cash and Cash EquivalentsAs at

31.03.2018`

( in lacs)`

Balances with banks in Current Account

Cash in hand

FDR with Banks (maturity upto Three months)

TOTAL

181.86

2.74

65.49

250.08

ParticularsAs at

31.03.2019`

243.91

270.98

514.88

NOTE :-12 Other Bank BalancesAs at

31.03.2018`

( in lacs)`

Margin money deposits

FDR with Banks (Maturity between three to

twelve months)

TOTAL

228.59

446.35

674.94

NOTE :-12.1Margin Money deposit held against Letter of credits for Import amounting to Rs. 680 Lakhs (18-19), Rs 3128.35Lakhs (PY-17-18) (Refer Note No. 34)

ParticularsAs at

31.03.2019`

25.06

20.59

4.74

50.39

NOTE :-13 Current Financial Assets (Loans)As at

31.03.2018`

( in lacs)`

Receivables from Others

Loans to employees

Security deposits

TOTAL

22.40

13.12

47.25

82.77


ParticularsAs at

31.03.2019`

84.64

1.88

8.53

745.09

840.15

NOTE :-15 Other Current AssetsAs at

31.03.2018`

( in lacs)`

Prepaid expenses


GST Input Receivable

Other advances

TOTAL

54.12

1.88

31.50

417.03

504.03

ParticularsAs at

31.03.2019`

33.21

33.21

NOTE :-14 Current Financial Assets (Others)As at

31.03.2018`

( in lacs)`

Interest receivable

TOTAL

8.46

8.46

NOTES

NOTE :-16 Share Capital

AUTHORIZED

20500000 (Previous year 20500000) Equity

Shares of 10/-each`

1500000 (1500000) Non-convertible 6% cumulative

Redeemable Prefer. Shares of 100/-each`

1450000 (1450000) Convertible 6% preference

shares of 100/-each`

TOTAL (AUTHORISED CAPITAL)

A. ISSUED , SUBSCRIBED & PAID UP

EQUITY SHARES

13625200 (Previous year 13625200 Equity 10 each)`

Less: Allotment money in arrears from public other

than directors

TOTAL

Particulars

( in lacs)`

2,050.00

1,500.00

1,450.00

5,000.00

1,362.52

0.11

1,362.41

As at31.03.2019

`

As at31.03.2018

`

2,050.00

1,500.00

1,450.00

5,000.00

1,362.52

0.11

1,362.41


NOTES

83

NOTE 16.1The Company has only one class of equity shares having par value of 10 per share. Each shareholder`is eligible for one vote per share held and entitled to receive dividend at declared from time to time Inthe event of liquidation of the Company, the holders of equity shares will be entitled to receive theremaining assets of theCompany, in proportion of their shareholding.

ParticularsNo. of shares

13,625,200

-

13,625,200

16.2 Reconciliation of the number of Equity Shares

At the beginning of the year

Add: Issued during the year

At the end of the year

2017-182018-19

13,625,200

-

13,625,200

Particulars

959,212

1,027,375

857,145

1,507,600

667,457

853,629

1,168,357

970,805

959,212

1,023,375

857,145

1,507,208

666,957

848,954

1,167,357

970,805

16.3 Details of shareholders holding more than 5% shares in the company

As at 31st March, 2019

Nirmal Sethi

Amarpal Singh Sethi

Sukhpal Singh Sethi

Sonepal Singh Sethi

Davinder Sethi

Inderjeet Sethi

Rishipal Sethi

Karanpal Sethi


Nirmal Sethi

Amarpal Singh Sethi

Sukhpal Singh Sethi

Sonepal Singh Sethi

Davinder Sethi

Inderjeet Sethi

Rishipal Sethi

Karanpal Sethi

Holdings%Nos.

7.04%

7.54%

6.29%

11.06%

4.90%

6.27%

8.58%

7.13%

7.04%

7.51%

6.29%

11.06%

4.90%

6.23%

8.57%

7.13%


NOTES

84

NOTE :-17 Other Equity

I) Capital reserve

II) Capital redemption reserve

III) Security premium

IV) Amalgamation reserve

V) General reserve

VI) Retained earnings

a) as per last balance sheet

b) Add:-profit for the year.

Total [VI(a)+VI(b)]

Less-Appropriations

Dividend paid on equity shares during the year

Tax on dividend paid during the year

Other comprehensive income

Opening balance

Add:Other comprehensive during the year (net of tax)

TOTAL

Particulars

( in lacs)`

94.08

1,124.13

1,387.09

337.42

251.93

14,282.43

2,855.46

17,137.89

340.53

69.34

409.87

16,728.02

(41.09)

(29.43)

(70.52)

19,852.14

As at31.03.2019

`

As at31.03.2018

`

94.08

1,124.13

1,387.09

337.42

251.93

12,463.43

2,147.18

14,610.62

272.50

55.68

328.18

14,282.43

(44.36)

3.27

(41.09)

17,435.98

NOTE :-18 Non Current Financial Liabilities (Borrowings)

Secured Borrowings-at amortised cost

Term loan from Banks See Description Note (i)

Loan against hypothecation of vehicles

See Description Note (ii),(iii)

Un-secured-at amortised cost

Loan from Others

Loan from Directors

TOTAL

Particulars

( in lacs)`

1,664.39

127.38

495.00

2,425.21

4,711.98

As at31.03.2019

`

As at31.03.2018

`

1,034.87

261.19

495.00

2,357.24

4,147.80


NOTES

85

(i) Descriptive details of Term Loan from Banks :

(i) State Bank of India

(a) Term Loan-I

(Repayable in remaining 10 Monthly installments of

Rs. 2283330 each upto January-2020)

(b) Term Loan-II


Rs. 1000000 each upto September-2021)

(c) Term Loan-III


Rs. 3333000 each upto October-2023)

(i) State Bank of India (Formerly SBH)

(a) Term Loan-I


Rs. 858000 each upto May-2020)

(b) Term Loan-II


Rs. 1714000 each upto january-2020)

(c) Term Loan-III



TOTAL

Less: Current Maturities

State Bank of India Term Loan-I

State Bank of India Term Loan-II

State Bank of India Term loan III

State Bank of India (SBH) Term Loan-I

State Bank of India (SBH) Term Loan-II

State Bank of India (SBH) Term Loan-III

TOTAL

TOTAL (i)

Particulars

( in lacs)`

232.22

227.66

1808.25

120.36

173.34

273.87

2835.70

232.22

122.18

416.77

104.14

173.34

122.66

1171.31

1664.39

As at31.03.2019

`

As at31.03.2018

`

508.55

348.63

417.84

224.19

380.77

394.83

2274.81

273.96

120.00

417.84

102.96

205.68

120.00

1240.44

1034.37


NOTES

86

(ii) Descriptive details of Loans against Hypothecation of Vehicles from Bank

HDFC Bank Ltd.

(a) Loan-I

(This loan has been repaid during the year)

(b) Loan-II


Rs.43075 each upto 05/09/2019

(ii) ICICI Bank Ltd.

(a) Loan-I

(Repayable in remaining 5 monthly installments of Rs.

79920 each upto 01/08/2019

(b) Loan-II

(Repayable in remaining 02 installments of Rs. 47670

each upto 01/05/2019

Total (ii)

Loan from

( in lacs)`

0

2.51

3.86

0.90

7.28

As at31.03.2019

`

As at31.03.2018

`

3.91

7.20

12.64

6.26

30.01


NOTES

87

(iii) Descriptive details of Loans against Hypothecation of Vehicles from Others

(a) Toyota Financial Services India Pvt. Ltd.

(This loan has been repaid during the financial year 18-19)

(b) Daimler Financial Services

(a) Loan-I

(Repayable in remaining 2 Monthly installments of Rs.

87750 each upto 02/05/2019

(b) Loan-II


138000 each upto 03/01/2020

(c) Loan-III



(d) Loan-IV


66263 each upto 04/04/2021

(c) Kotak Mahindra Prime Ltd.

(a) Loan-I


113000 each upto 05/05/2020

(b) Loan-II


47025 each upto 01/07/2020

BMW Financial Services

(a) Loan-I


121520 each upto 01/06/2020

(b) Loan-II


142363 each upto 16/05/2020

Total (iii)

Grand Total


Total (i)

Loan from others

( in lacs)`

0

23.57

45.09

51.84

43.50

14.76

7.08

48.49

18.78

253.11

260.39

133.01

127.38

As at31.03.2019

`

As at31.03.2018

`

4.95

31.10

55.58

59.72

46.50

26.51

11.87

58.20

33.55

327.99

358.00

96.81

261.19


NOTES

88

NOTE :-19 Non Current Liabilities:-Provisions

Provision for Gratuity

Provision for Leave Encashment

TOTAL

Particulars

( in lacs)`

828.99

79.56

908.56

As at31.03.2019

`

As at31.03.2018

`

743.41

65.31

808.22

NOTE :-20 Deferred Tax Liabilities (Net)

Deferred tax liability

TOTAL

Particulars

( in lacs)`

1,283.76

1,283.76

As at31.03.2019

`

As at31.03.2018

`

1,388.55

1,388.55

NOTE :-21 Current Borrowings

Secured

Working capital loans

Cash Credit & Packing Credit Accounts with bank

From banks against bill discounting

Term loan due within next 12 months

Term loan/corporate loan from banks

Against hypothecation of vehicles

TOTAL

Particulars

( in lacs)`

4,392.46

951.68

1,147.95

133.01

6,625.09

As at31.03.2019

`

As at31.03.2018

`

3,106.12

1,850.95

1,206.80

96.81

6,261.19

NOTE :-22 Trade Payables

Dues to Micro ,small enterprises

Dues to creditors other than micro, small enterprises

TOTAL

Particulars

( in lacs)`

34.70

1,422.11

1,456.81

As at31.03.2019

`

As at31.03.2018

`

0

1,880.74

1,880.74

Based on the information and explanation available with management, there are Rs 34.70Lakhs due to the suppliers covered under the Micro, Small and Medium EnterprisesDevelopment Act, 2006.


NOTES

89

NOTE :-23 Current Financial Liabilities (Other)

Unclaimed dividend payable

TOTAL

Particulars

( in lacs)`

85.87

85.87

As at31.03.2019

`

As at31.03.2018

`

71.10

71.10

NOTE :-24 Other Current Liabilities

Advances from customers

Staff related liabilities

Statutory dues and taxes payable

Other Payables

TOTAL

Particulars

( in lacs)`

191.00

789.16

103.57

228.96

1,312.69

As at31.03.2019

`

As at31.03.2018

`

151.50

771.33

44.24

88.04

1,055.07

NOTE :-25 Current Liabilities:-Provisions

Provision for income tax (Net)


Provision For Ex-Gratia

Provision for leave benefit

TOTAL

Particulars

( in lacs)`

65.98

80.48

88.73

6.30

241.49

As at31.03.2019

`

As at31.03.2018

`

381.11

72.98

40.24

5.66

499.48

NOTE :-26 Revenue From Operations

A. SALE OF PRODUCTS

TOTAL (A)

B. OTHER OPERATING REVENUE

scrap sales

TOTAL (B)

C. TRADING SALES

Trading sales

TOTAL (C)

TOTAL (A + B + C)

Particulars

( in lacs)`

27,921.48

27,921.48

124.83

124.83

970.42

970.42

29,016.73

As at31.03.2019

`

As at31.03.2018

`

24,252.92

24,252.92

94.19

94.19

740.59

740.59

25,087.70


NOTES

90

NOTE :-27 Other Income

Interest Received

Dividend

Foreign Exchange Rate Difference

Profit on sale of current investment

Insurance claim

Gain on Financial Asset (Unrealised)

Change in value of Investment

Miscellaneous Receipt

TOTAL

Particulars

( in lacs)`

162.69

14.35

482.79

0.96

0.00

0

47.87

0.68

709.34

Year ended31.03.2019

`


`

180.21

78.21

274.15

0

0.00

6.78

0

0

539.36

NOTE :-28 Material Consumed

A. RAW MATERIALS

Opening stock of raw materials

Add:-raw materials purchased

TOTAL

Less:-closing stock of raw materials

TOTAL CONSUMPTION (RAW MATERIAL)

B. PACKING MATERIAL

Opening stock

Add: Purchases

Less: Closing stock

TOTAL CONSUMPTION (PACKING MATERIALS)

C. STORES & SPARES

Opening stock

Add: Purchases

Less: Closing Stock

TOTAL CONSUMPTION (STORES & SPARES)

C. TRADING GOODS

Opening stock

Add: Purchases

Less: Closing Stock

TOTAL

TOTAL CONSUMPTION (TRADING GOODS)

Particulars

( in lacs)`

1,502.55

10,729.98

12,232.53

2,167.62

10,064.91

42.37

383.49

425.87

70.96

354.91

410.37

620.66

1,031.03

581.66

449.37

89.59

442.47

532.06

211.37

320.69

11,189.88

For the yearended

March 31 2019`

1,190.06

9,540.25

10,730.31

1,502.55

9,227.26

45.21

325.02

370.23

42.37

327.86

296.20

539.64

835.84

410.37

425.97

85.17

226.82

311.99

89.59

222.40

10,203.50

For the yearended

March 31 2018`


NOTES

91

NOTE :-29 Changes in Inventories

Opening stock

Finished goods

Work-in-progress

TOTAL (OPENING STOCK)

Less:-closing stock

Finished goods

Work-in-progress

TOTAL (CLOSING STOCK)

(Increase)/Decrease in stock

Particulars

( in lacs)`

1,866.23

1,219.57

3,085.80

1,988.59

443.97

2,432.55

653.25

For the yearended

March 31 2019`

For the yearended

March 31 2018`

1,374.73

745.12

2,119.85

1,866.23

1,219.57

3,085.80

(965.95)

NOTE :-30 Employee Benefits Expenses

Salary

Wages

Contribution to provided funds

E.S.I.C

Gratuity

Staff welfare expenses

Director's remuneration

TOTAL

Particulars

( in lacs)`

1,640.12

3,002.82

195.64

80.73

114.94

189.29

830.25

6,053.78

For the yearended

March 31 2019`

For the yearended

March 31 2018`

1,526.70

2,743.19

182.64

79.03

105.02

144.12

746.68

5,528.37

30.1 Disclosure as per Indian Accounting Standard-19 on ‘EmployeeBenefits’(a) During theyear, in accordance with the provisions of Ind AS-19-"Employees Benefits",

acturial valuation has been obtained in respect of liability of Gratuity and LeaveEncashment.

AS per Actuarial Valuation the following table sets forth position of Defined Benefit Plans:-

Actuarial Assumptions:

Discount Rate Mortality

Future Salary Increases

Particulars

7.63%

4%

Leaveencashment

Gratuity

7.63%

4%


NOTES

92

ParticularsGratuity(`)

816.39

58.18

0

56.76

(81.35)

59.50

909.47

A. Changes in present value of defined benefit obligations

Present Value of obligation as at the beginning

of the period

Interest cost

Past Service Cost

Current Service Cost

Benefits Paid

Acturial (Gain)/loss on obligation

Present value of obligation as at the end of

Period

31.03.201831.03.2019

Leave encashment(`)

31.03.201831.03.2019

771.69

54.89

0

50.13

(79.70)

19.37

816.39

70.97

4.56

0

48.79

(20.47)

(17.98)

85.87

73.01

4.69

0

38.48

(20.84)

(24.36)

70.97

Enterprisebest estimatefor expense next year is Rs. 45473717-GratuityEnterprisebest estimatefor expense next year is Rs. 4293378-Earned leave liability.

ParticularsGratuity

(`)

-

-

20.47

(20.84)

-20.47

(-20.84)

-

-

B. Changes in Fair Value of Plan Assets as at 31.03.2019

Fair value of Plan assets at the beginning of the

period

Expected Return on Plan asset

Employer Contributions

Benefits Paid

Actuarial gain/(loss) on plan assets

Fair value of Plan assets at the end of the period

-

-

81.35

(79.70)

-81.35

(-79.70)

-

-

( in lacs)`Leave

encashment(`)

ParticularsGratuity

(`)

909.47

(816.39)

-

909.47

(816.39)

C. Amount recognized in Balance Sheet


Period (31/03/2019)


(31/03/2019)

Net Liability/Assets(-) recognized in Balance

Sheet as provision

( in lacs)`Leave

encashment(`)

85.87

(70.97)

-

85.87

(70.97)


NOTES

93

ParticularsGratuity

(`)

56.76

(50.13)

-

-

58.18

(54.89)

59.50

(19.37)

114.94

(105.01)

174.44

(124.38)

D. Amount recognized in Statement of Profit & Loss

Amount included in Profit and loss


Past service cost

Interest Cost(income)

Net acturial (gain)/loss recognised in the period

Net amount recognized in P&L

Net amount recognized in OCI and P&L

48.79

(38.48)

-

-

4.56

(4.69)

-17.98

(-24.36)

53.34

(43.18)

35.37

(18.81)

( in lacs)`Leave

encashment(`)

Figures of previous year (in brackets) havebeen given to the extentavailable

Sensitivity Analysis:Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions,holding other assumptions constant, would have affected the defined benefit obligation by theamounts shown below:

a) Impact of the change in discount rateGratuity

(`)

909.47

844.49

983.96

Gratuity

909.47

991.23

837.22


Present Value of Obligation at the end of the

period

Impact due to increase of 1 % (DBO)

Impact due to decrease of 1 % (DBO)

b) Impact of the change in salary increase


period



85.87

78.85

93.99

Leave

encashment

85.87

94.77

78.20

( in lacs)`Leave

encashment(`)

Sensitivities due to mortality & withdrawals are not material & hence impact of change notcalculated.

ParticularsLess than

1 year

80.48

6.30

86.78

Risk Exposure:Expected maturity analysis of defined benefit plans in future years

3/31/2019

Gratuity

Leave Encashment

TOTAL

( in lacs)`

Between1-2 years

Between2-5 years

Over 5years Total

65.34

5.67

71.01

315.44

23.23

338.67

381.76

35.68

417.44

843.01

70.89

913.90


NOTES

94

ParticularsFor the year

endedMarch 31 2019

1077.85

31.21

1109.06

NOTE :-31 Finance Cost

Interest on Loan

Other borrowing cost

TOTAL

( in lacs)`For the year

endedMarch 31 2018

1266.83

50.56

1317.39


endedMarch 31 2019

1503.44

17.42

1.88

1522.75

NOTE :-32 Depreciation and Amortisation Expense

Depreciation on tangible assets

Depreciation on intangible assets

Amortisation expense on Lease hold property

TOTAL


endedMarch 31 2018

1335.11

15.90

1.88

1353.39


endedMarch 31 2019

49.20

6.00

2.00

99.56

15.15

-

74.49

1,383.84

457.19

968.54

397.42

0.65

467.51

50.46

182.45

188.94

30.78

77.07

161.57

96.20

39.28

573.30

17.31

23.19

38.22

34.00

10.27

5,444.59

NOTE :-33 Other Expenses

Advertisement

Auditor's remuneration

-Audit fees

-Tax audit fees

Bank commission

Other Taxes and liabilities

Lease Rent For vehicle

Commission & brokerage

Discount

Travelling expenses

Power expenses

Export expenses

Import expenses

Freight & transportation

Insurance

Legal & professional fees

Rent

Printing & stationery

Repair and Maintenance of Building

Repair and Maintenance of Machinery

Repair and Maintenance of Other Assets

Repair and Maintenance of Vehicles

Miscellaneous expenses

Loss on Sale of Assets

Corporate social responsibility

Telephone telex and postage

Doubtful debts

Bank Processing Charges (Amortisation)

TOTAL


endedMarch 31 2018

35.83

5.50

1.50

96.22

56.97

4.33

60.06

1,196.51

471.16

655.23

304.47

0.05

581.43

27.06

180.86

177.61

22.03

75.80

124.15

97.35

27.94

591.82

31.34

18.66

37.41

51.00

7.15

4,939.45


NOTES

95

ParticularsAs at

31-03-2019

588.10

11.69

0

0

80.50

680.29

5.50

5.50

1 Letter of Credit

(a)SBI Nagpur-LC Import(USD)

(b)SBI Nagpur-LC Import(JPY)

(c)SBI Nagpur-LC Import(EURO)

(d)SBI Nagpur-LC Import(GBP)

(e)SBI Nagpur-LC Import(INR)

Total

2 Bank guarantee

Nagpur Improvement Trust

Total

( in lacs)`

NoteNo. 34-: Contingent liabilities & commitmentsDisclosureas per IND AS37 Provisions, contingent Liabilities & contingent Assetsa) Contingent liabilities :-

b) Commitments:

(i) Estimated amount of contracts remaining to be

executed on capital account for property, plant &

equipment (net of advances)

Particulars

( in lacs)`

319.36

As at31.03.2019

`

As at31.03.2018

`

227.35


96

NOTES


NOTES

97

B. Transactions with Related Parties1. Subsidiaries & fellow subsidiaries

Settlement of Liability on behalf of Subsidiary

Material provided

Paid under finance arrangement

Repayment of loan on behalf of Subsidiary

Material received

Received from subsidiary(spares)

Income Received on behalf of Subsidiary

Received under finance arrangement

Total

Particulars

( in lacs)`

-

4,116.75

42.00

-

-

-

-

-

4,158.75

2018-19`

2017-18`

-

4,027.38

42.30

-

-

-

-

-

4,069.68

Nature of Transaction

(a) KeyManagerialPersonnel

819.16

5.93

200.57

5.02

2. Key Managerial Personnel & Enterprises over which relatives of key management have influence

Remuneration

Rent

Interest

Medical Expenses

2017-182018-19

(b) Enterprises overwhich relatives ofKey Management

have influence

2017-182018-19

719.00

5.00

199.00

6.00

-

180.21

98.14

-

-

169.00

85.00

-

( in lacs)`


NOTES

98

C. Outstanding Balances with related parties

Amount Recoverable

-From Subsidiaries

Amount Payable

-To Subsidiaries

-To Key Managerial Personnel

-To enterprises over which relatives of Key

Management personnel have influence

Particulars

( in lacs)`

2,435.08

0.95

1,621.08

810.10

2018-19`

2017-18`

4,076.45

-

1,662.77

665.00


endedMarch 31 2019

990.00

(92.69)

897.31

NOTE :-37 DISCLOSURES AS PER IND-AS 12: DEFERRED TAXES(A) Components of Tax Expense :

Current tax

Total Current tax expense recognised in the

current year

Deferred tax

Total Deferred tax expense recognised in the

current year

Total Tax expense recognised in the current year


endedMarch 31 2018

920.00

184.73

1104.73

Particulars

(1,829.69)

-

(5.41)

119.32

-

327.24

(1,388.55)

The major components of deferred tax assets/(liabilities) in relation to :

Deferred tax liabilities on:

Property, Plant & equipment

Financial asset carried at fair value through P&L

Others

Deferred tax Asset on:

Accrued expense deductive on payment basis

Allowance for bad debts

Measurement of defined benefit plans

Net Deferred tax liabilities

( in lacs)`Openingbalance

`

Recognisedin profit& loss `

Recognisedin other

comprehensiveincome `

Closingbalance

`

145.99

(13.94)

(1.39)

(13.24)

24.75

(49.48)

92.69

-

-

-

-

-

12.09

12.09

(1,683.70)

(13.94)

(6.80)

106.08

24.75

289.84

(1,283.76)


NOTES

99


endedMarch 31 2019

12.09

12.09

-

(B) Income tax recognised in other comprehensive income

Deferred tax

Total income tax recognised in other

comprehensive income

Bifurcation of the income tax recognised in other

comprehensive income into:-

(i) Items that will not be reclassified to profit or

loss

(ii)Items that will be reclassified to profit or loss


endedMarch 31 2018

(1.73)

(1.73)

-

Particulars 2018-19

(C) Reconciliation of tax expense and the accounting profit multiplied bydomestic tax rate applicable in India : ( in lacs)`

2017-18

3752.77

29.12%

1092.81

8.58

(4.18)

0

(92.69)

(107.21)

897.31

23.91

Profit before tax

Applicable Corporate tax rate as per Income tax

act,1961

Tax on accounting profit

Increase/reduction in tax on account of :

Effect of expenses that are not deductible in

determining taxable profit

Non taxable income/receipts

Income tax of prior years

Effect of change in tax rate on Deffered Taxes

Tax effect on various other items

Tax expense recognised during the year

Effective tax rate (%)

3251.91

34.61%

1125.49

16.75

(27.07)

0

0

(10.47)

1104.73

33.98

Particulars

(C) NOTE :-38 Components of Other Comprehensive Income ( in lacs)`

(41.52)

0

(41.52)

(A) (i) Items that will not be reclassified to

Profit and Loss

Remeasurment of the defined benefit

plans

(B) (i) Items that will be reclassified to profit

or loss

Other than employees benefit

TOTAL

For the yearended

March 31 2018

For the yearended

March 31 2019

5.00

0

5.00


NOTES

100

name of Entity

UAE

England

Germany

UAE

Note:-39 Disclosure as per IND AS 27'"Seperate financial statementsa) Investment in Subsidiaries

PIX Middle East FZC, UAE

PIX Transmissions (Europe) Limited, England

b) Investment in Fellow Subsidiaries

PIX Germany GmbH, Germany, Subsidiary

Company of PIX Transmissions (Europe) Limited,

England

PIX Middle East Trading LLC, UAE, Subsidiary

Company of PIX Middle East FZC, UAE

Place ofbusiness

Ownership

31.03.2019

100%

100%

100%

49%

Rubber &

Rubber products

& mechanical

transmission

Rubber and

Rubber products

and mechanical

transmission

Rubber and

Rubber products

and mechanical

transmission

Rubber and

Rubber products

and mechanical

transmission

Principalactivities

Mercantile

Basis

Mercantile

Basis

Mercantile

Basis

Mercantile

Basis

Method ofaccounting31.03.2018

100%

100%

97%

49%

ParticularsFVTPL `

NOTE :-40 Financial Instruments and related disclosures(A) Categories of Financial Instruments ( in lacs)`

31.03.2019

827.27

Financial Assets

Non Current

Loans

Other Financial Assets

Current

Current Investment

Cash and cash equivalents

Bank Balances Other than Cash and Cash

Equivalents

Loans


Trade receivables

FVTOCI ` Amortised Cost `

442.30

242.48

626.56

514.88

50.39

33.21

7775.89

31.03.2019 31.03.2019


NOTES

101

ParticularsFVTPL `

( in lacs)`

31.03.2019

Financial Liabilities

Non Current

Borrowings

Current

Borrowings

Trade Payables

Other Financial Liabilities

Amortised Cost `

4711.98

6625.09

1456.81

85.87

ParticularsFVTPL `

( in lacs)`

31.03.2018

1124.05

Financial Assets

Non Current

Loans


Current

Current Investment



Equivalents

Loans


Trade receivables


567.40

300.61

250.08

674.94

82.77

8.46

7464.87

ParticularsFVTPL `

( in lacs)`

31.03.2018


Non Current

Borrowings

Current

Borrowings

Trade Payables


Amortised Cost `

4147.80

6261.19

1880.74

71.10

** Investment in subsidiaries has been taken at cost, hence not show above.

(B) Nature of securities and terms of repayment of LoansThe terms of repayment of term loans are stated as under:

Lender’s nameAmt.

Outstanding

2835.70

2274.81

1)TERM LOANS

2018-2019

2017-2018

( in lacs)`

Less than 1yr 1-2 yearsRate ofinterest

1171.31

989.29

641.66

1003.79

1022.73

281.72

Floating

Floating

2-5 years >5 years

Terms of repayment

0

0


Security Note"1st Pari passu charge on fixed assets of the Company by way of Equitable Mortgage of land &building and hypothecation of machinery located atI. Plot no J-7, MIDC Hingna Road, Nagpur-Unit NO.1II.K-36,K-37/38 at MIDC , Hingna Road, Nagpur-Unit NO.2III. Khasra No.55 & 57, Nagalwadi, Tahsil Hingna,Nagpur-Mixing Plant,IV. Khasra No.45, 46/2, 48,25, 46/1,47, Mauza, Nagalwadi.2nd pari passu charge by way of hypothecation of residual value of hypothecation of entire currentassets of the Company including raw material, finished goods, stock-in-process at the company'sfactory premises or at such palces as may be approved by the Bank from time to time includingstock-in-transit, book debts, receivables, on along with SBI, Citi Bank ,HDFC Bank and KotakMahindra Bank under multiple banking arrangement."

The terms of repaymentof working capital loans are as under:

NOTES

102

Lender’s nameAmt.

Outstanding

2642.55

1389.50

1749.91

1717.12

1) WCDL/FCDL/PACKING CREDIT DETAIL

2018-2019

2017-2018

2) CASH CREDIT

2018-2019

2017-2018

( in lacs)`

Less than 1yr 1-2 years

Rate ofinterest31.03.19

2642.55

1389.50

1749.91

1717.12

9.55%

9.50%

More than 2 yrs

Terms of repayment

0

0

0

0

0

0

0

0

Security Note as per above:1) 1st pari passu charge by way of hypothecation of entire current assets of the Company includingraw materials, finished goods, stock-in-process at the Company's factory premises or at such placesas may be approved by the Bank from time to time including stocks-in-transit, book debts,receivables, on pari passu basis along with on sharing basis SBI, Citi Bank, HDFC Bank and KotakMahindra Bank.2) 2" pari passu charge on entire fixed assets of the Company byway of Equitable Mortgage of land &building and hypothecation of machinery located ati) Plot no J-7, MIDC Hingna Road,Nagpur-Unit NO.1ii) K-36,K-37/38 atMIDC , Hingna Road,Nagpur-Unit NO.2iii) Khasra No. 55& 57, Nagalwadi, Tahsil Hingna. Dist. Nagpur MixingPlantiv) Khasra No.45, 46/2,48,25,46/1,47, Mauza, Nagalwadi.

(C) Financial Risk ManagementThe Company's activities are exposed to variety of financial risks. The key financial risks includemarket risk, credit risk and liquidity risk. The company's focus is to foresee the unpredictability offinancial markets and seek to minimise potential adverse effects on its financial performance. TheBoard of Directors reviews and approves policies for managing these risks. The risks are governed byappropriate policies and procedures and accordingly financial risks are identified, measured andmanaged in accordancewith the company’s policies and risk objectives.


( in lacs)`

6972.07

335.47

381.94

1.88

169.52

7860.88

As atMarch 31,

2019

As atMarch 31,

2018

6750.53

441.81

121.02

10.49

192.48

7516.33

NOTES

103

(i) CREDIT RISKCredit risk is the risk that counter party will not meet its obligations under a financial instrument orcustomer contract, leading to a financial loss. The Company is exposed to credit risk from itsoperating activities (primarily trade receivables). The management has a credit policy in place andthe exposure to credit risk is monitored on an ongoing basis. The company periodically assesses thefinancial reliability of customers, taking into account the financial condition, current economictrends and ageing of accounts receivable. Individual risk limit areset accordingly.

"The carrying amount of maximum exposure to credit risk. The concentration of credit risk is limiteddue to the customer base being large andespective financial assets recognised in the financialstatements, represents the Company’s unrelated. Of the trade receivables balance at the end of theyear, there are one customer accounting for more than 10% of the trade receivable as at March 31,2019."

"The Company establishes an allowance for impairment that represents its estimate of incurredlosses in respect of trade and other receivables. Receivables from customers arereviewed/evaluated periodically bythe management of each entityof the company and appropriateprovisions are made to the extent recovery thereagainst has been considered to be remote."

Ageing

Expected Credit Loss(%) ( in lacs)`

less than 6 Months

6 Months to 1 Year

1-2 Years

2-3 Years

> 3years

Total

Amount

0

0

0

1.88

169.52

171.40

ExpectedCredit loss %

0%

0%

0%

20%

20%

DoubtfulDebts

0

0

0

0.38

33.90

34.28

Particulars

Age of receivables

less than 6 Months

6 Months to 1 Year

1-2 Years

2-3 Years

> 3years

Total

(ii) Liquidity RiskLiquidity risk is defined as the risk that the Group will not be able to settle or meet its obligations ontime or at a reasonable price. The Company's objective is to maintain optimum level of liquidity tomeet it's cash and collateral requirements at all times. The Company relies on borrowings andinternal accruals to meet its fund requirement. Thecurrent committed line of creditare sufficient tomeet its short to medium term fund requirement. The company manages liquidity risk bymaintaining sufficient cash and marketable securities and by having access to funding through anadequateamount of committed credit lines.


NOTES

104

Contractual Maturities of Financial Liabilities31.03.2019

Contracutal maturitiesof financial liabilities

Loans from banks

Loans from others

Trade and other Payables

( in lacs)`


5,563.77

133.01

1,423.84

2-5 years >5 years

Contractual cash flows

641.66

622.38

-

1,022.73

-

32.98

-

2,425.21

-

7,228.16

3,180.60

1,456.81

Contractual Maturities of Financial Liabilities31.03.2018


Loans from banks

Loans from others


( in lacs)`


4,096.29

97.00

1,866.52

2-5 years >5 years


1,003.79

495.00

(22.25)

281.72

358.00

14.29

0

2,357.00

22.19

5,381.80

3,307.00

1,880.74

(iii) Market Risk"Market risk is the risk or uncertainty arising from possible market fluctuations resulting in variationin the fair value of future cash flows of a financial instrument. The major components of Marketrisks are currency risk, interest rate risk and other price risk. Financial instruments affected bymarket risk includes tradereceivables, borrowings, investments and tradeand other payables."

(a) Interest Rate Risk"Interest rate risk is the risk that the fair value or future cash flows of a financial instrument willfluctuate because of changes in market interest rate. There is nominal amount of interest incomebut significant interest expenses are incurred by the company on borrowed funds. In order tominimize the interest cost, interest reset options is opted and a regular pursuance is made withfinancial institutions/commercial banks to lower down the interest rates as per prevailing markettrend. The policies is designed to optimise the use of available funds for repayment of loans andother payment obligations so that funds arenot remained idlewith thecompany."

The Company's exposure in market risk relating to change in interest rate primarily arises fromfloating rateborrowing with banks. Borrowings atfixed interest rateexposes theCompany to the fairvalue interest raterisk. The Company maintains a portfolio mix of fixed and floating rateborrowings.As at March 31, 2019, approximately 30.56 % (March 31, 2018: 37.51 %) of the company'sborrowings becomefixed rate interest borrowing.

Further there are deposits with banks which are for short term period and are exposed to interestraterisk, falling due for renewal. These deposits are however generally for tradepurposes as such donot cause material implication.


NOTES

105

Particulars

( in lacs)`

2,835.70

2,642.55

1,749.91

7,228.15

260.39

495.00

2,425.21

3,180.60

10,408.76

Floating rate borrowings

1. Loans from Banks:

(a) Term loan

(b) WCDL/FCDL/Packing credit

(c) Cash credit

TOTAL

Fixed Rate borrowings

2. Other Loans:

(a) Loans against hypothecation of vehicles

(b) Loan from others

(c) Loan from directors

TOTAL

TOTAL

As atMarch 31,

2019

As atMarch 31,

2018

2,274.81

1,389.50

1,717.12

5,381.43

358.00

495.00

2,357.24

3,210.25

8,591.68

(b) Foreign currency riskForeign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuatebecause of changes in foreign exchange rates. The Company’s exposure to the risk of changes inforeign exchange rates relates primarily to the Company’s foreign currency, trade receivables andtrade or other payables.

The Company has adopted a comprehensive risk management review system wherein activelyengage in forward contracts its foreign exchange exposures within defined parameters throughforward contracts. The Company periodically reviews its risk management initiatives and managesthis forex risk using derivattives ,wherever required ,to mitigate or eliminate the risk. There are sixforward contracts pending expiration as on March 31,2019.

Forward cover taken to hedgeexchangeraterisk:

USD

Nominal amount(Rs in Lakhs)

113.68

As at 31-03-2019Particulars

Receivable hedges Avg. Rate(Rs)

Within12 months

After12 months

71.05 113.68 0

Outstanding forward exchange contracts as on March 31,2019

Bank

Kotak

Currency

USD

No. ofContracts

4

Amount inforeign currency

160000

Amount inRs. Lakhs

114

Buy/Sell

CrossCurrency

Sell Rupees


NOTES

106

Particulars

( in lacs)`

226,644.20

1,182.00

-

-

-

5,485,347.47

1,401,394.79

408,300.73

Trade Payables

USD

Euro

GBP

YEN

RMB

Trade Receivable

USD

Euro

GBP

As atMarch 31,

2019

As atMarch 31,

2018

2,091,022.94

3,830.40

-

1,450,000.00

75,732.82

6,231,639.16

1,713,131.33

497,812.20

The carrying amount of various exposures to foreign currency as at the end of the reportingperiod are as follows:

Foreign Currency Sensitivity AnalysisSensitivity analysis resulting in profit or loss mainly from USD, EURO, GBP & SGD denominatedreceivables and payables are as follows:

USD

EURO

GBP

YEN

RMB

Payable

6799.33

35.46

0

0

0

Particulars

Strengthening ofINR by 3% Receivable

(164,560.41)

(42,041.85)

(12,249.03)

0

0

Payable ReceivablePayable

Year ended March 31,2019 Year ended March 31,2018

62730.69

114.91

0

43500.00

2271.98

(186,949.17)

(51,393.94)

(14,934.37)

0

0

USD

EURO

GBP

YEN

RMB

(6,799.33)

(35.46)

0

0

0

164,560.41

42,041.85

12,249.03

-

-

(62,730.69)

(114.91)

-

(43,500.00)

(2,271.98)

186,949.17

51,393.94

14,934.37

-

-

Weakning of INR by 3%

(c) Other price riskThe Company's equity exposure in Subsidiaries, are carried at cost or deemed costand these are subject to impairment testing as per the policy followed in this respect.The company's current investments which are fair valued through profit and loss andare not material. Accordingly, other price risk of the financial instrument to which thecompany is exposed is not expected to be material.


NOTES


NOTES

108

The accounting classification of each category of financial instrument, their carrying amount and fairvalueareas follows :–

Fair Valuation TechniquesThe fair values of the financial assets and liabilities are included at the amount that would be received tosell an asset or paid to transfer a liability in an orderly transaction between market participants at themeasurement date.The followingmethods and assumptions wereused to estimatethe fair values:The fair value of cash and cash equivalents, current trade receivables and payables,current financialliabilities and assets and borrowings approximate their carrying amount largely due to the short-termnature of these instruments. The management considers that the carrying amounts of financial assetsand financial liabilities recognised atnominal cost in thefinancial statements approximate their fairvalues.Investments(other than Investments in Subsidiaries), Investments in liquid and short-term mutual fundsaremeasured using quoted market prices at the reporting date multiplied by the quantity held. QuotedInvestments for which quotations are not available have been included in the market value at the facevalue/paid up value,whichever is lower.

Fair ValueHierarchyFair Values are categorised into different levels in a fair value hierarchy based on the inputs used in thevaluation techniques as followsLevel 1: Level 1 hierarchy includes financial instruments measured using quoted prices.Level 2: The fair value of financial instruments that are not traded in an active market is determined using

valuation techniqueswhich maximisethe useof observable market

Level 3: If oneor more of the significant inputs is not based on observable market data, the instrument isincluded in Level 3.

Particulars 2018-19

NOTE :-42 Disclosure requirement as per Ind AS 108 ' Operating Segment':-The company identified geographical locations as secondary segments.The product of the company are sold both in the domestic & export markets

( in lacs)`

2017-18

15,477.80

13,538.93

29,016.73

Revenue from operation

Domestic

Export

TOTAL

12,991.53

12,096.17

25,087.70

Note:-43Corporates Social Responsibility (CSR)1) CSR Amount require to be spent as per Section 135 of the Companies Act, 2013 read with schedule VII

thereof by the company during theyear is Rs 38.90 Lacs.2) The amount recognised as expense in the statement of Profit & Loss on CSR activities is Rs 23.19

Lakhs (Previous year : Rs 18.66Lakhs), which comprises of :


NOTES

109

Particulars 2018-19`

Details of Amount spent towards CSR given below: ( in lacs)`

2017-18`

0

1.80

3.00

0

5.00

11.00

2.06

0.20

0.13

23.19

Contribution to Rashtriya Drushtihin Shikshan &

Punarvasan Sanstha, Nagpur

Salary to Staff of Rashtriya Drushtihin Shikshan &


Contribution to Vikalpa Society Sustainable

Development

Ramakrishna Sarada Mission

Shikshak Sanchalit shikshan sanstha

Shri Ratanlal Kanwarlal Foundation

Dnyan Jyoti Niwasi Andha Vidyalaya Nagpur

Shree Shradhanand Anathalaya Nagpur

G.S Traders

TOTAL

10.02

0.45

8.19

0

0

0

0

0

0

18.66

NOTE 44Capital managementThe primary objective of the Company’s capital management is to ensure that itmaintains a healthy capital ratio in order to support its business and maximiseshareholder value. The Company’s objective when managing capital is to safeguardtheir ability to continue as a going concern so that they can continue to provide returnsfor shareholders and benefits for other stake holders. The Company is focused onkeeping strong total equity base to ensure independence, security, as well as a highfinancial flexibility for potential future borrowings, if required without where the riskprofile of theCompany.

Particulars

( in lacs)`

11337.07

21214.55

0.53

Total Debt

Equity

Debt Equity Ratio

As atMarch 31,

2019

As atMarch 31,

2018

The Debt-Equity ratio is as follows :

10408.99

18798.39

0.55

Nature of the transaction (loan given/Investment made/guarantee given/Security provided)

( in lacs)`

a) Loan & Advances

Subsidiary companies:

(i) PIX MIDDLE EAST FZC

b) Investments in fully paid equity instruments

As atMarch 31,

2019

As atMarch 31,

2018

NOTE :-45 Additional Information to Financial Statements(45.1) Disclosure pursuant to Sec 186 of the companies Act 2013 :

Working capital

Capital contribution

Purpose

42.30

[ Note 4 ]

42.30

[ Note 4 ]


NOTES

110

45.2 Particulars in respect of loans and advances in the nature of loan to related partiesas required by the SEBI (LODR) Regulations, 2015:

Particulars

Loan to PIX MIDDLE EAST FZC

(Subsidiary):

Rs. 4229963.30

There is no repayment

schedule in case of loans and

advances given to PIX

MIDDLE EAST FZC.

(Subsidiary). Interest is being

charged on such loan given

@ 12% p.a.

NIL

a) Particulars of loans and advances in the

nature of loan to Subsidiary.

b) Loans and advances in the nature of loans

where there is-

i) no repayment schedule or repayment

beyond seven years

ii) no interest or interest below

section 186 of the Companies Act, 2013

c) Investments by the Loanee (Borrower) in the

shares of Parent company and subsidiary

company, when the company has made a loan

or advance in the nature of Loan

Remarks

Value of Imports on CIF Basis

( in lacs)`

5028.00

79.03

2131.64

7238.67

Raw Materials

Trading Goods

Capital Goods

Total

As atMarch 31,2019 ( )`

As atMarch 31,2018 ( )`

(45.3) Value of Imports calculated on CIF basis

3966.44

-

1357.10

5323.04


Miscellaneous Expenses

( in lacs)`

113.63

28.34

3.60

20.32

0.39

68.90

-

6.64

14.73

2.01

86.97

142.84

7.02

59.50

0.66

2.54

0.51

0.00

0.50

14.19

573.30

Conveyance

Coolie & Cartage

Director Meeting Expenses

Hire Charges

Human Resource Development

Misc.Expenses

Octroi

Subscription & Membership

Water Charges

Balance Written Off

Sales Promotion

House Keeping Charges

Guest House Maintenance

Garden Expenses

Registrar Of Companies Fees

Listing Fees

Demat Charges

Round Off

Donation

Rates & Taxes

TOTAL

Year endedMarch 31,2019 ( )`


(45.4) Details of Miscellaneous Expenses

101.07

17.29

4.80

10.99

0.04

81.65

0.00

9.08

15.59

4.56

156.22

134.35

2.27

20.64

0.12

2.50

0.47

0.01

15.40

14.28

591.32

(45.5) As required by the Indian Accounting Standard (IND AS 36) "Impairment of the Asset"issued by the Ministry of Corporate Affairs, the company has carried out the assessment ofimpairment of assets. There are no external/internal indicators which lead to any impairmentof assets during year.

NOTES

111

Particulars

( in lacs)`

2855.46

136.25

20.96

2855.46

136.25

20.96

10

Basic earning per share

Profit after tax as per account (in lakhs)-A

Weighted average number of equity share

outstanding-B

Basic EPS (Rs)-A/B

Diluted earning per share

Profit after tax as per account (in Lakhs)-A


outstanding for diluted EPS-B

Diluted EPS (Rs)-A/B

Face value per share (Rs)

2018-19( )`

2147.18

136.25

15.76

2147.18

136.25

15.76

10

Note:-46Basic and Diluted earning per share [EPS] computed in accordance with INDAS 33 "Earning per share”

2017-18( )`


NOTES

112

Particulars

( in lacs)`

3,470,106

-

-

-

-

-

a) Amount remaining unpaid to any supplier:

Principal Amount

Interest due thereon

b) amount of interest paid in terms of Section 16

of MSMED Act along with the amount paid to

the suppliers beyond the appointed day

c) Amount of interest due and payable for the

period of delay in makijng payment (which

have been paid but beyond the appointed day

during the year) but without adding the

interest specified under the MSMED Act.

d) Amount of interest accrued and remaining

unpaid

e) Amount of futher interest remaining due and

payable even in the succeeding years, until

such date when the interest due as above are

actually paid to the small entereprises, for the

purpose of disallowances as a deductible

expenditure under Section 23 of MSMED Act



Note:-47 Information in respect of micro and small enterprises asat 31 March 2019 as required by Micro, Small and MediumEntereprises Development Act, 2006

Note:-48 Figures of the current & previous year have been rounded off to nearest Lacs.

Note:-49 Previous year’s figures has been restated, regrouped and rearranged, whereverconsidered necessary, to confirm to this year’s classifications. However these changes haveno material impact on the Financial Statements.

-

-

-

-

-

-

FOR B.L.AJMERA & COMPANYCHARTERED ACCOUNTANTSFRN : 001100C







DIN 00129276


DIN 01711384



B. L. AJMERA & CO.CHARTERED ACCOUNTANTS

MAlJI CHHOGALAL TRUST BUILDINGMIRZA ISMAIL ROAD

JAIPUR-302 001 (INDIA)TEL.: 0141-2373433, 4047533

E-mail: [email protected]/[email protected]::www.blajmeraco.in

INDEPENDENT AUDITORS' REPORTTO THE MEMBERS OF PIX TRANSMISSIONS LIMITED

Report on the Audit of the Consolidated Financial Statements

OpinionWe have audited the accompanying consolidated financial statements of PIX Transmissions Limited (“theCompany”) and its subsidiaries (the Company and its subsidiaries together referred to as “the Group”),which comprise the Consolidated Balance Sheet as at March 31, 2019, the Consolidated Statement of Profitand Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity andthe Consolidated Statement of Cash Flows for the year ended on that date, and a summary of the significantaccounting policies and other explanatory information (hereinafter referred to as “the consolidatedfinancial statements”).

In our opinion and to thebestof our information and according to theexplanations given to us, the aforesaidconsolidated financial statements give the information required by the Companies Act, 2013 (the “Act”) inthe manner so required and give a true and fair view in conformity with Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,2015, as amended (“Ind AS”) and other accounting principles generally accepted in India, of theconsolidated state of affairs of the Group as at March 31, 2019, the consolidated profit, consolidated totalcomprehensive income, consolidated changes in equity and its consolidated cash flows for the year endedon thatdate.

Basis for OpinionWe conducted our audit of the consolidated financial statements in accordance with the Standards onAuditing (SAs) specified under section 143(10) of the Act (SAs). Our responsibilities under those Standardsarefurther described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statementssection of our report. We are independent of the Group in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India (ICAI) together with the independence requirements that arerelevant to our audit of the consolidated financial statements under the provisions of the Act and the Rulesmade thereunder, and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the ICAI’s Code of Ethics. We believe that theauditevidence we haveobtained is sufficientand appropriate to providea basis for our audit opinion on theconsolidated financial statements.

Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of most significance in ouraudit of the consolidated financial statements of the current period. These matters were addressed in thecontext of our audit of theconsolidated financial statements as a whole,and in forming our opinion thereon,and we do not provide a separate opinion on these matters. We have determined that there areno key auditmatters to becommunicated in our report.

INDEPENDENT AUDITOR’S REPORT - CONSOLIDATED


Information Other than the Consolidated Financial Statements and Auditor’s Report ThereonThe Company’s Board of Directors is responsible for the preparation of the other information. The otherinformation comprises the information included in the Management Discussion and Analysis, Board’sReport including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance andShareholder’s Information, but does not include the consolidated financial statements and our auditor’sreport thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do notexpress anyform of assuranceconclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with theconsolidated financial statements or our knowledge obtained during the course of our audit or otherwiseappears to bemateriallymisstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, weare required to report that fact. We havenothing to report in this regard.

Management’s Responsibility for theConsolidated Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act withrespect to preparation of these consolidated financial statements that give a true and fair view of theconsolidated financial position, consolidated financial performance, consolidated total comprehensiveincome, consolidated changes in equityand consolidated cash flows of theGroup in accordance with the IndAS and other accounting principles generally accepted in India. The respective Board of Directors of thecompanies included in the Group are responsible for maintenance of the adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Group and for preventing anddetecting frauds and other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that were operating effectively for ensuring theaccuracy and completeness of the accounting records, relevant to the preparation and presentation of theconsolidated financial statements that give a true and fair view and are free from material misstatement,whether dueto fraud or error.

In preparing the consolidated financial statements, the respective Board of Directors of the companiesincluded in the Group are responsible for assessing the Group’s ability to continue as a going concern,disclosing, as applicable, matters related to going concern and using the going concern basis of accountingunless management either intends to liquidate the Group or to cease operations, or has no realisticalternativebutto do so.

The respective Board of Directors of the companies included in the Group are also responsible foroverseeing thefinancial reporting process of theGroup.

Auditor’s Responsibilities for the Audit of the Consolidated FinancialStatementsOur objectives areto obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s reportthat includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that anaudit conducted in accordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,they could reasonably be expected to influence the economic decisions of users taken on the basis of theseconsolidated financial statements.



As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughout theaudit. We also:

• Identifyand assess therisks of material misstatement of the consolidated financial statements, whether dueto fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, or theoverrideof internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are alsoresponsible for expressing our opinion on whether the Company and its subsidiary companies which arecompanies incorporated in India, has adequate internal financial controls system in place and the operatingeffectivenessof such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures madebymanagement.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions thatmay cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditor’s report to the relateddisclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.However, futureevents or conditions may cause theGroupto ceaseto continueasa goingconcern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, includingthe disclosures, and whether the consolidated financial statements represent the underlying transactionsand events in a manner that achievesfair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or businessactivities within the Group to express an opinion on the consolidated financial statements. We areresponsible for the direction, supervision and performance of the audit of the financial statements of suchentities included in theconsolidated financial statements.

Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or inaggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financialstatements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning thescopeof ouraudit work and in evaluating theresults of our work; and (ii) to evaluatethe effect of any identifiedmisstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scopeand timing of the audit and significant audit findings, including any significant deficiencies in internal controlthat we identifyduringour audit.

We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other mattersthat mayreasonablybethought to bear on our independence,and where applicable,related safeguards.

From the matters communicated with those charged with governance,we determine thosematters that wereof most significance in the audit of the consolidated financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation




116

precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that amatter should not be communicated in our report because the adverse consequences of doing so wouldreasonablybeexpected to outweigh thepublic interest benefits of such communication.

Other MattersWe did not audit the financial statements / financial information of foreign subsidiaries and jointly controlledentities whose financial statements / financial information reflect total assets of Rs. 3405.71 Lacs as at 31stMarch, 2019, total revenues of Rs. 6008.76 Lacs and net cash inflows amounting to Rs. 80.05 Lacs for the yearended on that date, as considered in the consolidated financial statements. The consolidated financialstatements also include the Group’s share of net profit Rs1.11 Lacs for the year ended 31st March, 2019, asconsidered in the consolidated financial statements, in respect of subsidiaries, whose financial statements /financial information have not been audited by us. These financial statements / financial information areunaudited and have been furnished to us by the Management and our opinion on the consolidated financialstatements / financial information arenot material to the Group.

The financial statements of subsidiaries were furnished to us and have been certified by the holdingcompany’s management.

Our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts anddisclosures included in respect of these subsidiaries , and our report in terms of sub-section (3) of Section 143of the act ,in so far as it relates to the aforesaid subsidiaries is based solely on certifications of theManagement.

Our opinion on the consolidated Ind AS financial statements, and our report on Other Legal and RegulatoryRequirements below, is not modified in respect of the above matters with respect to our reliance on thefinancial statements which havebeen certifiedbymanagement.

Report on Other Legaland Regulatory Requirements1. As required bySection 143(3) of theAct, basedon our audit wereport that:

a) We have sought and obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit of the aforesaid consolidated financialstatements.

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaidconsolidated financial statements have been kept so far as it appears from our examination of thosebooks.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including (includingOther Comprehensive Income), Consolidated Statement of Changes in Equity and the ConsolidatedStatement of Cash Flows dealt with by this Report are in agreement with the relevant books of accountmaintained for thepurposeof preparationof theconsolidated financial statements.

d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified underSection 133of the Act,read withRule7of the Companies (Accounts)Rules,2014.

e) On the basis of the written representations received from the directors of the Company as on March 31,2019 taken on record by the Board of Directors of theholding Company and on the basis of Managementsigned accounts of its subsidiary companies incorporated Outside India, none of the directors of theGroup companies incorporated in India is disqualified as on March 31, 2019 from being appointed as adirector in terms of Section 164 (2) oftheAct.

.


f) With respect to the adequacy of the internal financial controls over financial reporting and the operatingeffectiveness of such controls, refer to our separate Report in “Annexure A” which is based on theauditor’s reports of the Company and its subsidiary companies incorporated outside India. Our reportexpresses an unmodified opinion on the adequacy and operating effectiveness of the internal financialcontrol over financial reportingof those companies, for reasons stated therein.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with therequirements of section 197(16) of the Act, as amended: In our opinion and to the best of ourinformation and according to the explanations given to us, the remuneration paid by the Company to itsdirectors during the year is in accordancewith the provisions of section 197 of theAct.

h) With respect to the other matters to be included in theAuditor’s Report in accordance with Rule 11of theCompanies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of ourinformation and according to theexplanations given to us:

i. The consolidated financial statements disclose impact of pending litigations on the consolidatedfinancial position of the Group.

ii.Provision has been made in the consolidated financial statements, as required under the applicablelaw or accounting standards, for material foreseeable losses, if any, on long term contractsincluding derivative contracts.

iii.There has been no delay in transferring amounts, required to be transferred, to the InvestorEducation and Protection Fund by the Company and its subsidiary companies incorporated inIndia.



Place: Mumbai,Date : 03/05/2019



ANNEXURE “A”TOTHE INDEPENDENT AUDITOR’S REPORT(Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ section of ourreport to the Membersof ofeven date)PIX Transmissions Limited

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 ofSection 143of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the yearended , we have audited the internal financial controls over financial reporting ofMarch 31, 2019 PIXTRANSMISSIONS LIMITED (hereinafter referred to as “Company”) and its subsidiary companies, which arecompanies incorporated in India, asof that date.

Management’s Responsibility for InternalFinancial ControlsThe Board of Directors of the Company and its subsidiary companies, which are companies incorporated inIndia, areresponsible for establishing and maintaining internal financial controls based on the internal controlover financial reporting criteria established by the respective Companies considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India (“the ICAI”). Theseresponsibilities include the design, implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of its business, includingadherence to the respective company’s policies, the safeguarding of its assets, the prevention and detectionof frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation ofreliable financial information, asrequired under the Act.

Auditor’s ResponsibilityOur responsibility is to express an opinion on the internal financial controls over financial reporting of theCompany and its subsidiary companies, which are companies incorporated in India, based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and theStandards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicableto an audit of internal financial controls. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequateinternal financial controls over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding of internal financial controlsover financial reporting, assessing the risk that a material weakness exists, and testing and evaluating thedesign and operating effectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor’s judgement, including the assessment of the risks of material misstatement of thefinancial statements, whether dueto fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion on the internal financial controls system over financial reporting of the Company and itssubsidiarycompanies, which are companiesincorporatedin India.

Meaningof InternalFinancial Controls over Financial ReportingA company’s internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company’s internal financial



control over financial reporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that, inreasonabledetail,accuratelyandfairly reflect the transactionsand dispositions of theassets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and thatreceipts and expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have amaterial effecton the financial statements.

Inherent Limitations of Internal Financial Controls over FinancialReportingBecause of the inherent limitations of internal financial controls over financial reporting, including thepossibility of collusion or improper management override of controls, material misstatements due to error orfraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures maydeteriorate.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the Companyand its subsidiary companies, which are companies incorporated in India, have, in all material respects, anadequate internal financial controls system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at March 31, 2019, based on the internal control overfinancial reporting criteria established by the respective companies considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Instituteof Chartered Accountantsof India.

For B. L. AJMERA & CO.Chartered Accountants(Firm’s RegistrationNo. 001100C)


Place: Mumbai,Date : 03/05/2019



CONSOLIDATED BALANCE SHEET

120

PIX TRANSMISSIONS LIMITEDCONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2019

ASSETSNON CURRENT ASSETS(a) Property, Plant & Equipment(b) Capital Work in Progress(c) Intangible Assets(d) Financial Assets

(i) Loans(ii) Others

(e) Other Non Current assetsTOTAL

CURRENT ASSETS(a) Inventories(b) Financial Assets

(i) Current Investments(ii) Trade Receivables(iii) Cash & Cash equivalents(iv) Bank Balances other than (iii) above(v) Loans(vi) Other Financial Assets

(c) Other Current AssetsTOTALTOTAL

EQUITY AND LIABILITIESEquity Share CapitalOther Equity

TOTALLIABILITIESNon-current liabilities(a) Financial liabilities

(i) Borrowings(b) Provisions(c) Deferred Tax Liabilities (net)

TOTALCurrent liabilities(a) Financial liabilities

(i) Borrowings(ii) Trade Payables(iii) Other Financial liabilities

(b) Other Current Liabilities(c) Provisions

TOTALTOTAL

SIGNIFICANT ACCOUNTING POLICIESNOTES ON FINANCIAL STATEMENTS

19,840.32974.03

39.27

400.00242.48123.45

21,619.56

6,989.66

827.276,778.69

785.24514.88

97.47-

840.1516,833.3638,452.92

1,362.4120,006.6721,369.08

4,711.98908.56

1,283.766,904.30

6,625.091,908.05

85.871,312.69

247.8410,179.5438,452.92

(All amounts in unless otherwise stated)`

Particulars Note

123

456

7

89

1011121314

1516

171819

2021222324

I


FOR B. L. AJMERA & CO.CHARTERED ACCOUNTANTSFRN: 001100C

(VENKATESAN CHANDRA MOULI)PARTNERMEM. NO.: 010054

PLACE: MUMBAIDATE : MAY 03, 2019


18,603.72-

70.00

538.50300.76112.94

19,625.92

6,431.48

1,124.056,484.03

329.10674.94110.12

1.70504.54

15,659.9435,285.86

1,362.4117,535.7318,898.14

4,206.47808.82

1,388.556,403.83

6,261.062,092.86

71.101,059.50

499.379,983.89

35,285.86





DIN 00129276


DIN 01711384


DIN 06913509


CONSOLIDATED PROFIT & LOSS STATEMENT

121

PIX TRANSMISSIONS LIMITEDCONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2019

CIN: L25192MH1981PLC024837

(I) Revenue from operations(II) Other income(III) Total income (I + II)

(IV) ExpensesCost of Materials ConsumedChanges in inventories of finished goods, work-in progress and stock-in-tradeEmployee benefits expenseFinance costsDepreciation and amortization expensesOther expensesTotal expenses (IV)

(V) Profit before tax(VI) Tax expenses

a) Current Taxb) Deferred Tax

Profit/(Loss) for the period from ContinuingOperationsAdd-Share of Profit/(Loss) in Joint VentureProfit/(Loss) for the period

(VII) Other comprehensive income(A) (i) Items that will not be reclassified to

profit or lossRemeasurment of the defined benefitplans

(ii) Tax on above(B) (i) Items that will be reclassified to profit

or lossOther than employees benefit

(ii) Tax on aboveTotal other comprehensive incomeTotal comprehensive income for the year

Earning per share of par value of 10 each`Basic & Diluted (in )`

26,486.49536.09

27,022.59

9,911.95(966.00)

6,199.611,300.171,466.885,721.61

23,634.223,388.36

947.28184.73

1,132.01

2,256.35

-2,256.35

5.00

(1.73)

87.52-

90.782,347.14

16.5616.56

Particulars Note


2526

2728

29303132



30,906.19706.82

31,613.01

11,336.55653.25

6,921.161,140.521,584.676,188.44

27,824.583,788.43

1,024.55(92.69)931.86

2,856.57

-2,856.57

(41.52)

12.09

(29.43)2,827.14

20.9720.97

FOR B. L. AJMERA & COMPANYCHARTERED ACCOUNTANTSFRN: 001100C







DIN 00129276


DIN 01711384



CONSOLIDATED CASH FLOW STATEMENT

122

PIX TRANSMISSIONS LIMITEDCONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2019

CIN: L25192MH1981PLC024837

3788.43

2664.98

(400.16)6053.24

YEAR ENDED31.03.2019 ( )`

YEAR ENDED31.03.2018 ( )`

Particulars

1140.521584.67

(160.17)(14.35)(48.83)

17.31

34.00

58.220.00

53.610.00

(558.18)296.78

(328.66)12.64

1.70(335.60)

364.04(184.81)

14.77253.19

63.99

3388.36

2521.72

(1782.67)4127.42

1300.171466.83

(173.45)(78.21)

0.000.000.00

31.34

51.000.00

16.90(6.78)

(87.52)1.440.000.00

(1711.22)1127.96(455.10)

31.2714.57

533.09

(1502.32)(26.65)

14.24123.13

68.37


(A) CASH FLOW FROM OPERATINGACTIVITIES

Profit for the yearAdjustments for:Finance costsDepreciation and amortisationexpenseInterest ReceivedDividend on current investmentsProfit on investmentsMiscellaneous IncomeInsurance ClaimNet loss on sale/discarding ofproperty, plant and equipmentBad debts w/o/ProvisionPreliminary Expenses W/OEmployee benefits Expenses treatedthrough OCIProvision (Non Current)Gain on financial asset (unrealised)Foreign Exchange difference reserveCapital Reserve on consolidationAmortisation of prepayment ofleasehold landTransfer to general reserveOperating Profit/(Loss) beforeworking capital changes

CHANGES IN WORKING CAPITAL:Adjustments for (increase)/decreasein operating assets:InventoriesCurrent InvestmentsTrade ReceivablesLoansOther Financial AssetsOther Current Assets

Adjustments for increase/(decrease)in operating liabilities:BorrowingsTrade payablesOther Financial LiabilitiesOther Current LiabilitiesProvisions

Cash generated from operations


CONSOLIDATED CASH FLOW STATEMENT

123

PIX TRANSMISSIONS LIMITEDCONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2019

CIN: L25192MH1981PLC024837

1340.074713.18

(3370.82)

(1044.89)

296.47

1003.65

1300.12

YEAR ENDED31.03.2019 ( )`

YEAR ENDED31.03.2018 ( )`

Particulars

0.00138.50

160.1758.29

(10.52)(3819.23)

39.23

48.83

14.35

505.51

(69.34)(340.53)

(1140.52)

1007.223120.20

(1353.23)

(2458.53)

(692.55)

1696.21

1003.65

30.88(62.40)

173.45713.62

0.00(2358.12)

71.13

0.000.000.00

78.21

(830.18)

(55.68)(272.49)

0.00(1300.17)


Income taxes paidNet cash generated by operatingactivities Total (A)

(B) CASH FLOW FROM INVESTINGACTIVITIES

Sale of non-current investmentsLong-Term Loans & Advances (Non-current)Interest receivedNon current Financial assets: OthersOther non current assetsPayment for purchase of property,plant and equipment, capitalwork in progress and other intangibleassetsProceeds from disposal of property,plant and equipmentProfit on investmentsMiscellaneous IncomeInsurance ClaimDividend on current investments

Net cash used in investing activitiesTotal (B)

(C) CASH FLOW FROM FINANCINGACTIVITIES

Proceeds from borrowings (Non-current)Repayment of borrowings (Non-current)Corporate dividend tax paidDividends on equity share capital paidInterim Dividend PaidFinance costs paidNet cash used in financing activitiesTotal (C)

Net increase/(decrease) in cash andcash equivalents (A+B+C)Cash and cash equivalents at thebeginning of the yearCash and cash equivalents at the endof the year

FOR B.L.AJMERA & COMPANYCHARTERED ACCOUNTANTSFRN: 001100C







DIN 00129276


DIN 01711384



Particulars

Balance As At

March 31, 2018

Profit for the

period

Other

comprehensive

income

Total

Comprehensive

Income for the

Year

Dividend

Tax on Dividend

Depreciation

transfer for land

and buildings

Transfer/

(Charged) From

Retained Earnings

Balance As At

March 31, 2019


SecuritiesPremiumReserve

CapitalReserve

B. OTHER EQUITY


on conso-lidation

CapitalRedemption

Reserve

Amal-gamationReserve

94.08

94.08

1,387.09

1,387.09

(Amt. in Lakhs)

GeneralReserve

RetainedEarnings

ForeignExchange

Difference

(286.41)

(286.41)

1,124.13

1,124.13

337.42

337.42

253.07

253.07

14,710.33

2,856.57

(29.43)

2,827.14

(340.53)

(69.34)

-

-

17,127.60

(37.77)

53.61

53.61

15.84

17,535.73

2,856.57

24.18

2,880.75

(340.53)

(69.34)

-

-

20,006.60


124

A. EQUITY SHARE CAPITALFor the year 2018-19



during the year

1362.41

PIX TRANSMISSIONS LIMITEDCONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2019

CIN: L25192MH1981PLC024837



0 1362.41

For the year 2017-18



during the year

1362.41



0 1362.41

Note: Retained earning Rs 14710 Lakhs includes other comprehensive income. The accompanying notes form an integral part ofthe Financial Statements. As per our report of even date attached.




(AMARPAL SETHI)CHAIRMAN & MANAGING DIRECTORDIN: 00129462

(RISHIPAL SETHI)JOINT MANAGING DIRECTORDIN: 00129304

(MOHD ADIL ANSARI)DIRECTORDIN: 06913509


DIN: 00129276

(KARANPAL SETHI)C.F.O.

DIN: 01711384



PIX TRANSMISSONS LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

1 CorporateInformationPIX Transmissions Limited was incorporated on 22nd July 1981 as a private limited company in theState of Maharashtra, India. The status of PIX Transmissions Limited changed from a Private Limitedcompanyto a Public Limited Companyeffective27th September 1989. PIX Transmissions Limitedcompleted its initial public offering of its equity shares in India in 4th December 1989. It is now listedon TheStockExchange, Mumbai (BSE)The Company has trading subsidiaries in the UK, Germany &Middle East.It has a whollyowned subsidiary in the UK,PIX Transmissions Europe Limited (PTEL).100%The Company owns 100%equity interest in PIX Middle East FZC, UAE a company incorporated in UAE.

2 Significant Accounting Policies2.1 Basis of preparation

The consolidated financial statements of the company havebeen prepared and presented inaccordancewith Indian AccountingStandards (Ind AS) notified under the Companies (IndianAccounting Standards) Rules, 2015 as amended bythe Companies(Indian AccountingStandards)(Amendment) Rules,2016 and therelevant provisions of the Companies Act, 2013 ("theAct").

The consolidated financial statements have been prepared on a historical cost basis, exceptfor thefollowing assets and liabilities which have been measured at fair value or revalued amount:

-Certain financial assets and liabilities measured at fair value or at amortised cost depending onthe classification(refer accounting policy regarding financial instruments),

-Employeedefined benefit assets/(obligations) arerecognised as the net total of the fair valueofplan assets, plus actuarial losses, less actuarial gains and the present value of thedefined benefitobligations,

Accounting policies have been consistently applied except where a newly issued accountingstandard is initially adopted or a revision to an existing accounting standard requires a change inthe accounting policyhitherto in use.

2.2 Summary of significant accounting policies(a)Principles of consolidation Subsidiaries

Subsidiaries are all entities over which the group has control. The group controls an entitywhen the group is exposed to, or has rights to, variable returns from its involvement with theentity and has the ability to affect those returns through its power to direct the relevantactivities of the entity. Subsidiaries are fully consolidated from the date on which control istransferred to thegroup. They are deconsolidated from the datethat control ceases.

Generally, there is a presumption that a majority of voting rights results in control. tosupport this presumption and when the group has less than a majority of voting or similarrights of an investee, the Group considers all relevant facts and circumstances in assessingwhether ithas power over an investee.

The Group re-assess whether or not it controls an investee if facts and circumstancesindicatethatthere are changes to oneor more of theelements of control.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted foras an equity transaction.

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The acquisition method of accounting is used to account for business combinations by thegroup.

The group combines the financial statements of the parent and its subsidiaries line by lineadding together like items of assets, liabilities, equity, income and expenses. Intercompanytransactions, balances and unrealised gains on transactions between group companies areeliminated. Unrealised losses are also eliminated unless the transaction provides evidenceof an impairment of the transferred asset. Accounting policies of subsidiaries have beenchanged where necessaryto ensureconsistency with the policies adopted bythegroup.

The financial statements of all entities used for the purpose of consolidation are drawn up tosame reporting date as that of theparent company, i.e., year ended on March 31.

Non-controlling interests in the results and equity of subsidiaries are shown separately inthe consolidated statement of profit and loss, consolidated statement of changes in equityand balance sheet respectively.

Profit or loss and each component of other comprehensive income (the 'OCI') are attributedto the equity holders of the parent of the Group and to the non controlling interests, even ifthis results in the non controlling interest having a deficit balance. When necessary,adjustments are made to the financial statements of subsidiaries to bring there accountingpolicies into line with the Group's accounting policies.

(b) Business combinations and goodwillBusiness combinations are accounted for using the acquisition method. The cost of anacquisition is measured as the aggregate of the consideration transferred measured atacquisition datefair value and theamount of any non controlling interests in theacquiree.

At the acquisition date, the identifiable assets acquired and the liabilities assumed arerecognised at their acquisition date fair values. For this purpose, the liabilities assumedinclude contingent liabilities representing present obligation and they aremeasured at theiracquisition fair values irrespective of the fact that outflow of resources embodyingeconomic benefits is notprobable.

When the Group acquires a business, it assesses the financial assets and liabilities assumedfor appropriate classification and designation in accordance with the contractual terms,economic circumstances and pertinent conditions as at the acquisition date.

(c) Property, plant and equipmentProperty, plant and equipment are stated at cost, net of accumulated depreciation andaccumulated impairment losses, if any. Freehold land are stated at cost. The cost comprisespurchase price, borrowing costs if capitalization criteria are met and directly attributablecost of bringing the asset to its working condition for the intended use. Any trade discountsand rebates are deducted in arriving at the purchase price. Projects pre-operative expensesare capitalized to various eligible PPE in respective units. Borrowing costs directlyattibutableto acquisition or construction of qualifying PPE arecapitalised.

Each part of an item of property, plant and equipment with a cost that is significant inrelation to the total cost of the item is depreciated separately. When significant parts ofplant and equipment are required to be replaced at intervals, the Company depreciatesthem separately based on their specific useful lives. Likewise, when a major inspection isperformed, its cost is recognized in the carrying amount of the plant and equipment as areplacement if the recognition criteria are satisfied. All other repair and maintenance costsarerecognized in profit or loss as incurred.


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Subsequent expenditure related to an item of property, plant and equipment is added to itsbook value only if it increases the future benefits from its previously assessed standard ofperformance. All other expenses on existing property, plant and equipment, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to thestatement of profit and loss for the period during which such expenses are incurred.

Borrowing costs directly attributable to acquisition of property, plant and equipment whichtake substantial period of time to get ready for its intended use are also included to theextent theyrelateto the period till such assets areready to beput to use.

Advances paid towards the acquisition of property, plant and equipment outstanding ateach balance sheet date is classified as capital advances under other non-current assets.

An item of property, plant and equipment and any significant part initially recognized is de-recognized upon disposal or when no future economic benefits are expected from its use ordisposal. Any gain or loss arising on de-recognition of the asset (calculated as the differencebetween the net disposal proceeds and the carrying amount of the asset) is included in thestatement of profit and loss when the Property, plant and equipment is de-recognized.

Expenditure directly relating to construction activity is capitalized. Indirect expenditureincurred during construction period is capitalized to the extent to which the expenditure isindirectly related to construction or is incidental thereto. Other indirect expenditure(including borrowing costs) incurred during the construction period which is neither relatedto theconstruction activity nor is incidental thereto is charged to the statement of profitandloss.

Costs of assets not ready for use at the balance sheet date are disclosed under capital work-in-progress.

Depreciation methods, estimated useful lives and residualvalueDepreciation is calculated on straight line basis using the useful lives as prescribed underSchedule II to the Companies Act, 2013 by the holding company. If the management'sestimate of the useful life of a item of property, plant and equipment at the time ofacquisition or theremaining useful lifeon a subsequent review is shorter than the envisagedin the aforesaid schedule, depreciation is provided t a higher rate based on themanagement's estimate of theuseful life/remaining useful life.

Depreciation of property, plant and equipment of foreign subsidiary companies is providedusing Straight Line Method over based on estimated useful life as determind by themanagement.

The property, plant and equipment acquired under finance leases is depreciated over theasset’s useful life or over theshorter of the asset’s useful life and the lease term if there is noreasonable certainty that the company will obtain ownership at the end of the lease term.Leasehold assets areamortised on a straight line basis over the balanceperiod of lease.

The assets residual values and useful lives are reviewed, and adjusted if appropriate, at theend of each reporting period. An asset’s carrying amount is written down immediately to itsrecoverable amount if the asset’s carrying amount is greater than its estimated recoverableamount.

(d) Intangible assetsIntangible assets that are acquired by the Company are measured initially at cost. After


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initial recognition, an intangibleasset is carried at its cost less anyaccumulated amortizationand accumulated impairment loss.

Subsequent expenditure is capitalized only when it increases the future economic benefitsfrom the specific asset to which it relates. An intangible asset is derecognized on disposal orwhen no futureeconomic benefits are expected from its useand disposal.

Losses arising from retirement and gains or losses arising from disposal of an intangibleasset are measured as the difference between the net disposal proceeds and the carryingamount of theassetand are recognized in thestatement of profit and loss.

Amortisation methods and periodsThe estimated useful lives of intangible assets and the amortisation period are reviewed atthe end of each financial year and the amortisation method is revised to reflect the changedpattern, if any.

(e) Research and developmentRevenue expenditure pertaining to research is charged to the Statement of Profit and Loss.Development costs of products are also charged to the Statement of Profit and Loss in theyear it is incurred, unless a product’s technological feasibility has been established, in whichcase such expenditure is capitalised. These costs are charged to the respective heads in theStatement of Profit and Loss in the year it is incurred. The amount capitalised comprises ofexpenditure that can be directlyattributed or allocated on a reasonable and consistent basisfor creating, producing and making the asset ready for its intended use. Fixed assets utilisedfor research and development are capitalised and depreciated in accordance with thepolicies stated for Tangible Fixed Assets and Intangible Assets.

(f) Impairment of non financialassetsThe Company assesses, at each reporting date, whether there is an indication that an assetmay be impaired. If any indication exists, or when annual impairment testing for an asset isrequired, the Company estimates the asset’s recoverable amount. An asset’s recoverableamount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs ofdisposal and its value in use. Recoverable amount is determined for an individual asset,unless the asset does not generate cash inflows that are largely independent of those fromother assets or groups of assets. When the carrying amount of an asset or CGU exceeds itsrecoverable amount, the asset is considered impaired and is written down to its recoverableamount.

In assessing value in use, the estimated future cash flows are discounted to their presentvalue using a pre-tax discount rate that reflects current market assessments of the timevalue of money and the risks specific to the asset. In determining fair value less costs ofdisposal, recent market transactions are taken into account. If no such transactions can beidentified, an appropriate valuation model is used.

Impairment losses are recognized in the statement of profit and loss. After impairment,depreciation is provided on the revised carrying amount of the asset over its remaininguseful life.

When there is indication that an impairment loss recognised for an asset (other than arevalued asset) in earlier accounting periods no longer exists or may have decreased, suchreversal of impairment loss is recognised in the Statement of Profit and Loss, to the extenttheamountwas previously charged to theStatement of Profit and Loss.


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(g) Foreign currency translation(i)Functional and presentation currencyItems included in the financial statements of the Group are measured using the currency ofthe primary economic environment in which the entities operates (‘the functionalcurrency’). The financial statements are presented in Indian rupee (INR), which is Group’sfunctional and presentation currency.

(ii)Transactions and balancesForeign currency transactions are translated into the functional currency using theexchange rates at the dates of the transactions. Foreign exchange gains and losses resultingfrom the settlement of such transactions and from the translation of monetary assets andliabilities denominated in foreign currencies at year end exchange rates are recognised instatement of profit or loss.Non monetaryassets and liabilities arecarried at cost.

(iii)Group companiesThe results and financial position of foreign operations that have a functional currencydifferent from the presentation currency are translated into the presentation currency asfollows:

- assets and liabilities aretranslated at theclosing rate atthe dateof that balancesheet-income and expenses are translated at average exchange rates (unless this is not a

reasonable approximation of the cumulative effect of the rates prevailing on the transactiondates, in which case income and expenses are translated at the dates of the transactions),and all resulting exchangedifference are recognised in profit and loss Account.

When a foreign operation is sold, the associated exchange differences are reclassified toprofit or loss, as part of thegain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation aretreated as assets and liabilities of the foreign operation and translated at the closing rate.

(h) Financial InstrumentsFinancial assets and financial liabilities are recognised when a Company becomes a party tothecontractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction coststhat are directly attributable to the acquisition or issue of financial assets and financialliabilities (other than financial assets and financial liabilities at fair value through profit orloss and ancillary costs related to borrowings) are added to or deducted from the fair valueof the financial assets or financial liabilities, as appropriate, on initial recognition.Transaction costs directly attributable to the acquisition of financial assets or financialliabilities at fair value through profit or loss are recognised immediately in Statement ofProfit and Loss.

Classification and Subsequent Measurement: Financial AssetsThe Companyclassifies financial assets as subsequently measured atamortised cost, fair valuethrough other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”) onthe basis of following the entity’s business model for managing the financial assets and thecontractual cash flow characteristics of the financial asset.

(i) Amortised CostA financial asset shall be classified and measured at amortised cost if both of the followingconditions are met:


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-the financial asset is held within a business model whose objective is to hold financial assets inorder to collect contractual cash flows and-the contractual terms of the financial asset give rise on specified dates to cash flows that aresolely payments of principal and intereston the principal amount outstanding.

(ii) Fair Value through other comprehensive incomeA financial asset shall be classified and measured at fair value through OCI if both of thefollowing conditions aremet:-the financial asset is held within a business model whose objective is achieved by bothcollecting contractual cash flows and selling financial assets and-the contractual terms of the financial asset give rise on specified dates to cash flows that aresolely payments of principal and intereston the principal amount outstanding.

(iii) Fair Value through Profit or LossA financial asset shall be classified and measured at fair value through profit or loss unless itis measured atamortised cost or at fair value through OCI.

All recognised financial assets are subsequently measured in their entirety at eitheramortised costor fair value, depending on the classification of the financial assets.

Classification and Subsequent Measurement: Financial liabilitiesFinancial liabilities are classified as either financial liabilities at FVTPL or ‘other financialliabilities’.

(i) Financial Liabilities at FVTPLFinancial liabilities areclassified as at FVTPL when thefinancial liability is held for trading or aredesignated upon initial recognition as FVTPL. Gains or Losses on liabilities held for trading arerecognised in theStatement of Profit and Loss.

(ii) Other Financial Liabilities:Other financial liabilities (including borrowings and trade and other payables) are subsequentlymeasured at amortised cost using theeffective interest method.

The effective interest method is a method of calculating the amortised cost of a financialliability and of allocating interest expense over the relevant period. The effective interest rate isthe rate that exactly discounts estimated future cash payments (including all fees and pointspaid or received that form an integral part of the effective interest rate, transaction costs andother premiums or discounts) through the expected life of the financial liability, or (whereappropriate) a shorter period, to the net carrying amount on initial recognition.

Impairment of financial assetsFinancial assets, other than those atFVTPL, are assessed for indicators of impairment at the endof each reporting period. The Company recognises a loss allowance for expected credit losseson financial asset. In case of trade receivables, the Company follows the simplified approachpermitted by Ind AS 109 – Financial Instruments for recognition of impairment loss allowance.The application of simplified approach does not require the Company to track changes in creditrisk. The Company calculates the expected credit losses on trade receivables using a provisionmatrix on the basis of its historical credit loss experience.

Derecognition of financialassetsThe Company derecognises a financial asset when the contractual rights to the cash flows fromthe asset expire, or when it transfers the financial asset and substantially all the risks andrewards of ownership of theasset to another party. If the Company neither transfers nor retains


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substantially all the risks and rewards of ownership and continues to control the transferredasset, the Company recognises its retained interest in the asset and an associated liability foramounts it may have to pay.If the Company retains substantially all the risks and rewards ofownership of a transferred financial asset, the Company continues to recognise the financialasset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the differencebetween theasset’s carryingamount and the sum of the consideration received and receivable and the cumulative gain orloss that had been recognised in other comprehensive income and accumulated in equity isrecognised in profit or loss if such gain or loss would have otherwisebeen recognised in profit orloss on disposal of thatfinancial asset.

Derecognition of financial liabilitiesA financial liability is derecognized when the obligation under the liability is discharged orcancelled or expires. When an existing financial liability is replaced by another from the samelender on substantially different terms, or the terms of an existing liability are substantiallymodified, such an exchange or modification is treated as the derecognition of the originalliability and the recognition of a new liability. The difference in the respective carrying amountsis recognized in thestatement of profit or loss.

Equity investment in subsidiariesInvestment in subsidiaries are carried at cost. Impairment recognized, if any, is reduced fromthe carrying value.

Offsetting of financial instrumentsFinancial assets and financial liabilities are offset and the net amount is reported in the balancesheet if there is a currently enforceable legal right to offset the recognised amounts and there isan intention to settleon a netbasis, to realisetheassets and settle the liabilities simultaneously.

Derivative financial instrumentsDerivative financial instruments are initially recognised at fair value on the date on which aderivative contract is entered into and are subsequently re-measured at fair value. Derivativesare carried as financial assets when the fair value is positive and as financial liabilities when thefair value is negative.

(i) Financial liabilities and equity instrumentsClassification as debt or equityDebt and equity instruments issued by the Company are classified as either financialliabilities or as equity in accordance with the substance of thecontractual arrangements andthe definitions of a financial liabilityand an equity instrument.

Equity instrumentsAn equity instrument is any contract that evidences a residual interest in the assets of anentity after deducting all of its liabilities. Equity instruments issued by a Company arerecognised atthe proceeds received.

(j) Taxes(i) Current incometax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from'profit before tax' as reported in the statement of profit and loss because of items of incomeor expense that are taxable or deductible in other years, items that are never taxable ordeductible and tax incentives. The Company's current tax is calculated using tax rates thathave been enacted or substantivelyenacted by the end of the reporting period.


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Current income tax relating to items recognised outside profit or loss is recognised outsideprofit or loss (either in other comprehensive income or in equity). Current tax items arerecognised in correlation to the underlying transaction either in OCI or directly in equity.Management periodically evaluates positions taken in the tax returns with respect tosituations in which applicable tax regulations are subject to interpretation and establishesprovisions where appropriate.

(ii)Deferred taxDeferred income tax is recognized using the balance sheet approach, deferred tax is

recognized on temporary differences at the balance sheet date between the tax bases ofassets and liabilities and their carrying amounts for financial reporting purposes, exceptwhen the deferred income tax arises from the initial recognition of goodwill or an asset orliability in a transaction that is not a business combination and affects neither accounting nortaxable profitor loss at the time of the transaction.

Deferred income tax assets are recognized for all deductible temporary differences, carryforward of unused tax credits and unused tax losses, to the extent that it is probable thattaxable profit will be available against which the deductible temporary differences, and thecarry forward of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred income tax assets is reviewed at each balance sheet dateand reduced to the extent that it is no longer probable that sufficient taxable profit will beavailableto allow all or partof the deferred income tax asset to beutilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected toapply in the period when the asset is realized or the liability is settled, based on tax rates (andtax laws) that havebeen enacted or substantively enacted at thebalance sheetdate.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists toset off current tax assets against current tax liabilities and the deferred taxes relate to thesame taxableentity and thesame taxation authority.

(k) InventoriesInventories arevalued at the lower of cost and netrealisable value.

Costs incurred in bringing each product to its present location and condition are accountedfor as follows:

Raw materials: cost includes cost of purchase and other costs incurred in bringing theinventories to their present location and condition. Cost is determined on weighted averagebasis.

Finished goods and work in progress: Cost of finished goods and work-in-progress includesthe cost of materials, conversion cost, an appropriate share of fixed and variable productionoverheads and other costs incurred in bringing the inventories to their present location andcondition.

Traded goods: cost includes cost of purchase and other costs incurred in bringing theinventories to their present location and condition. Cost is determined on weighted averagebasis.


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Net realisable value is the estimated selling price in the ordinary course of business, lessestimated costs of completion and the estimated costs necessary to make the sale. The netrealizable value of work-in-progress is determined with referenceto the selling prices of relatedfinished products. Raw materials and other supplies held for use in production of finishedproducts are not written down below cost except in cases where material prices have declinedand it is estimated that thecostof the finished products will exceed their net realizablevalue.

(l) RevenuerecognitionRevenue is measured at the fair value of the consideration received or receivable. Amountsdisclosed as revenue are net of returns, trade allowances, rebates, value added taxes andamounts collected on behalf of third parties. The company recognises revenue when theamount of revenue can be reliably measured, it is probable that future economic benefitswill flow to the entityand specific criteria have been met for each of the company’s activitiesas described below. The company bases its estimates on historical results, taking intoconsideration the type of customer, the type of transaction and the specifics of eacharrangement.

Recognising revenuefrom major business activities(i) Saleof goods

Revenue from the sale of goods is recognised when the significant risks and rewards ofownership of the goods have passed to the buyer, usually on delivery of the goods. Revenuefrom the sale of goods is measured at the fair value of the consideration received orreceivable,net of returns and allowances, trade discounts and volume rebates.

(ii)Interest incomeFor all debt instruments measured either at amortised cost or at fair value, interest incomeis recorded using theeffective interest rate (EIR).

(iii)Dividend incomeRevenue is recognised when the company’s right to receive the payment is established,which is generallywhen shareholders approvethedividend.

(m) Employee benefits(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected tobe settled wholly within 12 months after the end of the period in which the employeesrender the related service are recognised in respect of employees’ services up to the endof the reporting period and are measured at the amounts expected to be paid when theliabilities are settled.

(ii) Other long-term employee benefit obligationsThe earned leave obligations are presented as current liabilities in the balance sheet asthe entity does not have an unconditional right to defer settlement for at least twelvemonths after the reporting period, regardless of when the actual settlement is expectedto occur.

(iii) Post-employment obligationsThe company operates the following post-employmentschemes:(a) defined benefit plans viz gratuity,(b) defined contribution plans viz providentfund.


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Gratuity obligationsThe liability or asset recognised in the balance sheet in respect of defined benefit gratuity plansis the present value of the defined benefit obligation at the end of the reporting period less thefair value of plan assets. The defined benefit obligation is calculated annually by actuaries usingtheprojected unit credit acturial cost method.

Defined contribution plansThe company pays provident fund contributions to approved provident fund trustand publiclyadministered provident funds. The company has no further payment obligations once thecontributions have been paid. The contributions are accounted for as defined contributionplans and the contributions are recognised as employee benefit expense when they are due.Prepaid contributions are recognised as an asset to the extent that a cash refund or a reductionin the future payments is available.

Retirement benefits to employees for the subsidiary companies have been provided inaccordance with the contractual terms with the employees and same is as applicable as per thelabour lawrequirements of respectivecountries.

(iii) Termination benefitsTermination benefits are payable when employment is terminated by the company beforethe normal retirement date, or when an employee accepts voluntary redundancy inexchangefor these benefits.

(n) LeasesThe determination of whether an arrangement is (or contains) a lease is based on thesubstance of thearrangement at the inception of the lease. The arrangement is, or contains,a lease if fulfillment of the arrangement is dependent on the use of a specific asset or assetsand the arrangement conveys a right to use the asset or assets, even if that right is notexplicitly specified in an arrangement.

(i) As a lesseeA lease is classified at the inception date as a finance lease or an operating lease. Leases ofproperty, plant and equipment where the company, as lessee, has substantially all the risksand rewards of ownership areclassified as finance leases.

Leases in which a significant portion of the risks and rewards of ownership are nottransferred to the company as lessee are classified as operating leases. Payments madeunder operating leases arecharged to profit or loss on a straight-line basis over theperiod ofthe lease unless the payments are structured to increase in line with expected generalinflation to compensatefor the lessor’s expected inflationary cost increases.

(ii)As a lessorLeases are classified as finance leases when substantially all of the risks and rewards ofownership transfer from the Company to the lessee. Amounts due from lessees underfinance leases are recorded as receivables at the Company’s net investment in the leases.Finance lease income is allocated to accounting periods so as to reflect a constant periodicrateof return on the net investment outstanding in respect of the lease.

Lease income from operating leases where the company is a lessor is recognised in incomeon a straight-line basis over the lease term unless the receipts are structured to increase inline with expected general inflation to compensate for the expected inflationary costincreases. The respective leased assets are included in the balance sheet based on theirnature.

(o) Provisions, Contingent Liabilities and Contingent AssetsProvisions are recognised when the Company has a present obligation (legal orconstructive) as aresult of a past event and it is probable that an outflow of resources, thatcan bereliably estimated,will berequired to settle such an obligation.


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If the effect of the time value of money is material, provisions are determined by discountingthe expected future cash flows to net present value using an appropriate pre-tax discount ratethat reflects current market assessments of the time value of money and, where appropriate,the risks specific to the liability. Unwinding of the discount is recognised in the Statement ofProfit and Loss as a finance cost. Provisions are reviewed at each reporting date and areadjusted to reflect thecurrent best estimate.

A present obligation that arises from past events where it is either not probable that an outflowof resources will be required to settle or a reliable estimate of the amount cannot be made, isdisclosed as a contingent liability. Contingent liabilities are also disclosed when there is apossible obligation arising from past events, the existence of which will be confirmed only bythe occurrence or non-occurrenceof one or more uncertain future events not whollywithin thecontrol of the Company.

Claims against theCompanywherethepossibility of any outflow of resources in settlementisremote, arenot disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in therecognition of income that may never be realised. However, when the realisation of income isvirtually certain, then the related asset is not a contingent asset and is recognised.

(p) Borrowing costsBorrowing costs are interestand other costs that theCompany incurs in connection with theborrowing of funds and is measured with reference to the effective interest rate (EIR)applicable to the respectiveborrowing.

Borrowing costs, allocated to qualifying assets, pertainingto theperiod from commencementof activities relating to construction/development of the qualifying asset up to the date ofcapitalisation of such asset are added to the cost of the assets. Capitalisation of borrowingcosts is suspended and charged to the Statement of Profit and Loss during extended periodswhen activedevelopment activityon the qualifying assets is interrupted.

All other borrowingcosts are recognised as an expense in the period which they are incurred.

(q) Segment Reporting-Identification of SegmentsThe Company is engaged in the business of Industrial Rubber Products and there is noreportable primary segment as per Indian Accounting Standard (IND AS 108) ' SegmentReporting'. The Company identified geographical locations as secondary segements. Theprodcucts of the company are sold both in the domestic & export markets, which areconsidered different geographical segments.

(r) Earnings per shareBasic earnings per shareBasic earnings per share is calculated bydividing:-theprofit attributableto owners of the company-by the weighted average number of equity shares outstanding during the financial year,

adjusted for bonus elements in equity shares issued during theyear


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Diluted earnings per shareDiluted earnings per share adjusts the figures used in the determination of basic earnings pershare to take into account:

-the after income tax effect of interest and other financing costs associated with dilutivepotential equity

-theweighted averagenumber of additional equityshares that would have been outstandingassuming theconversion of all dilutive potential equity shares.

(s)Cash and cash equivalentsCash and cash equivalent in thebalance sheet comprisecash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to aninsignificant riskof changes in value.

For thepurpose of thestatementof cash flows,cash and cash equivalents consist of cash andshort-term deposits, as defined above, net of outstanding bank overdrafts as they areconsidered an integral part of theCompany’s cash management.

(t)Current/non current classificationThe Company presents assets and liabilities in the balance sheet based on current/non-current classification. An asset is treated as currentwhen it is:-Expected to berealised or intended to besold or consumed in normal operating cycle-Held primarily for thepurposeof trading-Expected to berealised within twelvemonths after thereporting period, or-Cash or cash equivalent unless restricted from being exchanged or used to settle a liability

for at least twelvemonths after thereporting period

All other assets areclassified as non-current.

A liability is current when:-It is expected to besettled in normal operating cycle-It is held primarily for thepurposeof trading-It is due to be settled within twelve months after the reporting period, or-There is no unconditional right to defer the settlement of the liability for at least twelve

months after thereporting period

The company classifies all other liabilities as non-current.Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and theirrealisation in cash and cash equivalents. The company has identified twelve months as itsoperating cycle.

(u)DividendsProvision is made for the amount of any dividend declared, being appropriately authorisedand no longer at the discretion of the entity, on or before the end of the reporting period butnot distributed at the end of the reporting period.

(v)Rounding of amountsAll amounts disclosed in the financial statements and notes have been rounded off to thenearest Lakh as per therequirement of Schedule III, unless otherwisestated.

3. Significant accounting judgements, estimates and assumptionsThe preparation of these financial statements in conformity with the recognition andmeasurement principles of Ind AS requires the management of the Company to makeestimates and assumptions that affect the reported balances of assets and liabilities,disclosures relating to contingent liabilities as at the date of the financial statements and thereported amounts of incomeand expensefor theperiods presented.


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This note provides an overview of theareas that involved a higher degreeof judgement orcomplexity, and of items which are more likely to be materiallyadjusted due to estimates andassumptions turning out to be different than those originally assessed. Detailed informationabout each of these estimates and judgements is included in relevant notes together withinformation about the basis of calculation for each affected line item in the financialstatements.

Critical estimates and judgements(i) Estimation of net realizablevalue for inventory

" Inventory is stated at the lower of costand net realizable value(NRV)."NRV for completed inventory is assessed by reference to market conditions and pricesexisting at the reporting date and is determined by the Company, based on comparabletransactions identified.

(ii) Impairment of non-financialassetsThe Company assesses, at each reporting date, whether there is an indication that anasset may be impaired. If any indication exists, or when annual impairment testing for anasset is required, the Company estimates the asset’s recoverable amount. An asset’srecoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair valueless costs of disposal and its value in use. Recoverable amount is determined for anindividual asset, unless the asset does not generate cash inflows that are largelyindependent of those from other assets or groups of assets. When the carrying amount ofan asset or CGU exceeds its recoverable amount, the asset is considered impaired and iswritten down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their presentvalue using a pre-tax discount rate that reflects current market assessments of the timevalue of money and the risks specific to the asset. In determining fair value less costs ofdisposal, recent market transactions are taken into account. If no such transactions can beidentified, an appropriatevaluation model is used.

(iii) Recoverability of trade receivablesIn case of trade receivables, the Company follows the simplified approach permitted byInd AS 109 – Financial Instruments for recognition of impairment loss allowance. Theapplication of simplified approach does not require the Company to track changes incredit risk. The Companycalculates theexpected credit losses on trade receivables using aprovision matrix on the basis of its historical credit loss experience.

(iv) Useful lives of property, plant and equipment/intangible assetsThe Company reviews the useful life of property, plant and equipment/intangible assetsat the end of each reporting period. This reassessment may result in change indepreciation expense in futureperiods.

(v) Valuation of deferred taxassetsThe Company reviews the carrying amount of deferred tax assets at the end of eachreportingperiod. The policy for the samehas been explained under Note above.

(vi) Defined benefit plansThe cost of the defined benefit gratuity plan and the present value of the gratuityobligation are determined using actuarial valuations. An actuarial valuation involvesmaking various assumptions that may differ from actual developments in the future.These include the determination of the discount rate, future salary increases andmortality rates. Due to the complexities involved in the valuation and its long-termnature, a defined benefit obligation is highly sensitive to changes in these assumptions.All assumptions are reviewed at each reporting date.


NOTES


NOTES


140

Particulars

Security deposits

Bank fixed deposit (Maturity Beyond 12

Months)

TOTAL

As at31.03.2019

`

242.48

-

242.48

NOTE:-5 Non-Current Financial Assets (Others)As at

31.03.2018`

( in lacs)`

239.00

61.76

300.76

ParticularsAs at

31.03.2019`

12.40

111.05

123.45

NOTE:-6 Other Non Current AssetsAs at

31.03.2018`

( in lacs)`

Expenditure on acquisition of assets-pending

capitalisation


TOTAL

-

112.94

112.94

Particulars

(i) Loans to related parties

(ii) Other Loans

TOTAL

As at31.03.2019

`

-

400.00

400.00

NOTE:-4 Non-Current Financial Assets (Loans)As at

31.03.2018`

( in lacs)`

13.00

525.50

538.50

ParticularsAs at

31.03.2019`

2,167.62

443.97

1,988.59

1,736.87

581.66

70.96

6,989.66

NOTE:-7 InventoriesAs at

31.03.2018`

( in lacs)`

Inventories (at lower of cost and net

realizable value)

(i) Raw Materials

(ii) Work in progress

(iii) Finished goods

(iv) Stock-In-Trade

(v) Stores and spares

(vi) Packing materials

TOTAL

1,502.41

1,219.57

1,866.23

1,390.53

410.37

42.37

6,431.48


NOTES

NOTES

141

NOTE:-8 Current Investments

Investment measured at fair value through P&L a/c:

Kotak Bank

Mutual Funds & ETFs: Debt: FMP

HDFC FMP 1213D Mar 2017 (1) Series 38 Reg Gr

(Maturity Dt. 17/07/2020]

IDFC Fixed Term Plan Series 79 Regular Plan Growth

[Maturity date 21/06/2018]

Mutual Funds & ETFs: Debt: High Yield Fund

BOI AXA Corporate Credit Spectrum Fund Regular Plan

IDFC Credit Opportunities Fund Regular Plan Growth

Kotak Medium Term Fund Regular Plan Growth

Mutual Funds & ETFs: Debt: Income Fund

ICICI Prudential Income Opportunities Fund Growth

HDFC Bank

HDFC Liquid Fund Growth

State Bank Of India

SBI Premier Liquid Fund

TOTAL


( in lacs)`


Unit Amount ( )` Amount ( )`

1,200,000

-

-

700,000

1,459,959

452,730

7,380

-

Unit

138.20

-

-

79.32

223.04

116.56

270.14

-

827.27

1,200,000

500,000

570,141

700,000

1,459,959

452,730

7,380

20,182

129.49

68.60

76.10

75.03

210.71

109.92

251.71

202.48

1,124.05

ParticularsAs at

31.03.2019`

6,692.29

171.40

85.00

6,778.69

NOTE:-9 Financial Assets-Trade RecievablesAs at

31.03.2018`

( in lacs)`

Unsecured and Considered good

Trade receivables which have significant increase

in credit risk

Less: Trade receivables-credit impaired

TOTAL

6,331.01

204.02

51.00

6,484.03


NOTES

142

ParticularsAs at

31.03.2019`

648.57

4.13

132.54

785.24

NOTE:-10 Cash and Cash EquivalentsAs at

31.03.2018`

( in lacs)`

Balances with banks in Current Account

Cash in hand

FDR with Banks (maturity up to three months)

TOTAL

260.44

3.15

65.51

329.10

ParticularsAs at

31.03.2019`

243.91

270.98

514.88

NOTE:-11 Other Bank BalancesAs at

31.03.2018`

( in lacs)`

Margin money deposits

FDR with Banks (Maturity between three to

twelve months)

TOTAL

228.59

446.35

674.94

ParticularsAs at

31.03.2019`

14.45

20.59

16.81

45.62

97.47

NOTE:-12 Current Financial Assets (Loans)As at

31.03.2018`

( in lacs)`

Recievable from Others

Loans to employees

Security deposits

Advance Receivable in cash or kind

TOTAL

41.00

13.12

56.00

0.00

110.12

ParticularsAs at

31.03.2019`

-

-

NOTE:-13 Current Financial Assets (Others)As at

31.03.2018`

( in lacs)`

Interest receivable

TOTAL

1.70

1.70

ParticularsAs at

31.03.2019`

84.64

8.53

1.88

745.09

840.15

NOTE:-14 Other Current AssetsAs at

31.03.2018`

( in lacs)`

Prepaid expenses

GST Input Receivable


Other advances

TOTAL

54.12

31.51

1.88

417.03

504.54


NOTES

143

NOTE:-15 Share Capital

AUTHORIZED

20500000 (Previous year 20500000) Equity

Shares of 10/-each`

1500000 (1500000) Non-convertible 6% cumulative

Redeemable Prefer. Shares of 100/-each`

1450000 (1450000) Convertible 6% preference

shares of 100/-each`

TOTAL (AUTHORISED CAPITAL)

A. ISSUED AND SUBSCRIBED

EQUITY SHARES

13625200 (Previous year 13625200 Equity 10 each)`

Less: Allotment money in arrears from public other

than directors

TOTAL

Particulars

( in lacs)`

2,050.00

1,500.00

1,450.00

5,000.00

1,362.52

0.11

1,362.41

As at31.03.2019

`

As at31.03.2018

`

2,050.00

1,500.00

1,450.00

5,000.00

1,362.52

0.11

1,362.41

The Company has only one class of equity shares having par value of 10 per share. Each`shareholder is eligible for one vote per share held and entitled to receive dividend at declared fromtime to time In the event of liquidation of the Company, the holders of equity shares will be entitledto receive the remaining assets of the Company, in proportion of their shareholding.

Particulars2018-19

13,625,200

-

13,625,200

15.1 Reconciliation of number of Equity Shares

2017-18

( in lacs)`

At the beginning of the year

Add: Issued during the year

At the end of the year

13,625,200

-

13,625,200

No. of shares


NOTES

144

Particulars

959,212

1,027,375

857,145

1,507,600

667,457

853,629

1,168,357

970,805

959,212

1,023,375

857,145

1,507,208

666,957

848,954

1,167,357

970,805

15.2 Details of shareholders holding more than 5% shares in the company


Nirmal Sethi

Amarpal Singh Sethi/Inderjeet Sethi

Sukhpal Singh Sethi/Davinder Sethi

Sonepal Singh Sethi/Kamalpreet Sethi

Davinder Sethi/Sukhpal Singh Sethi

Inderjeet Sethi/Amarpal Sethi

Rishipal Sethi/Saba Sethi

Karanpal Sethi


Nirmal Sethi

Amarpal Singh Sethi/Inderjeet Sethi

Sukhpal Singh Sethi/Davinder Sethi

Sonepal Singh Sethi/Kamalpreet Sethi

Davinder Sethi/Sukhpal Singh Sethi

Inderjeet Sethi/Amarpal Sethi

Rishipal Sethi/Saba Sethi

Karanpal Sethi

Holdings%Nos.

7.04%

7.54%

6.29%

11.06%

4.90%

6.27%

8.58%

7.13%

7.04%

7.51%

6.29%

11.06%

4.90%

6.23%

8.57%

7.13%

NOTE:-16 Other Equity

I) Capital Reserve

II) Capital Redemption Reserve

III) Capital Reserve on Consolidation

IV) Share Premium Reserve

V) Amalgamation Reserve

VI) General Reserve

VII) Foreign Exchange Difference Reserve

VIII) Retained earnings

as per last balance sheet

Add:-profit for the year

Less-Appropriations

Dividend paid on equity shares during the year

Tax on dividend paid during the year

Other comprehensive income

Opening balance

Add:-Other comprehensive during the year (net of tax)

TOTAL

Particulars

( in lacs)`

94.08

1124.13

(286.41)

1387.09

337.42

253.07

15.84

14705.06

2856.57

17561.63

340.53

69.34

409.87

17151.76

(40.87)

(29.43)

(70.30)

20006.67

As at31.03.2019

`

As at31.03.2018

`

94.08

1124.13

(286.41)

1387.09

337.42

253.07

(37.77)

12776.89

2256.35

15033.24

272.50

55.68

328.18

14705.06

(44.36)

3.49

(40.87)

17535.73


NOTES

145

NOTE:-17 Non Current Financial Liabilities (Borrowings)

Secured Borrowings-at amortised cost

Term loan from Banks See Description Note (i)

Loan against hypothecation of vehicles

See Description Note (ii),(iii)

Un-secured-at amortised cost

Loan from Others

Loan from Directors

TOTAL

Particulars

( in lacs)`

1,664.39

127.38

495.00

2,425.21

4,711.98

As at31.03.2019

`

As at31.03.2018

`

1,034.37

261.19

495.00

2,415.91

4,206.47

(i) Descriptive details of Term Loan from Banks:

(i) State Bank of India

(a) Term Loan-I


Rs. 2283330 each upto January-2020)

(b) Term Loan-II



(c) Term Loan-III


Rs. 3333000 each upto October-2023)

(i) State Bank of India (Formerly SBH)

(a) Term Loan-I


Rs. 858000 each upto May-2020)

(b) Term Loan-II


Rs. 1714000 each upto january-2020)

(c) Term Loan-III



TOTAL


State Bank of India Term Loan-I

State Bank of India Term Loan-II

State Bank of India Term loan III

State Bank of India (SBH) Term Loan-I

State Bank of India (SBH) Term Loan-II

State Bank of India (SBH) Term Loan-III

TOTAL

TOTAL (i)

Particulars

( in lacs)`

232.22

227.66

1808.25

120.36

173.34

273.87

2835.70

232.22

122.18

416.77

104.14

173.34

122.66

1171.31

1664.39

As at31.03.2019

`

As at31.03.2018

`

508.55

348.63

417.84

224.19

380.77

394.83

2274.81

273.96

120.00

417.84

102.96

205.68

120.00

1240.44

1034.37


NOTES

146

(ii) Descriptive details of Loans against Hypothecation of Vehicles from Bank

HDFC Bank Ltd.

(a) Loan-I

(This loan has been repaid during the year)

(b) Loan-II


Rs.43075 each upto 05/09/2019

(ii) ICICI Bank Ltd.

(a) Loan-I

(Repayable in remaining 5 monthly installments of Rs.

79920 each upto 01/08/2019

(b) Loan-II



Total (ii)

Loan from

( in lacs)`

0

2.51

3.86

0.90

7.28

As at31.03.2019

`

As at31.03.2018

`

3.91

7.20

12.64

6.26

30.01


NOTES

147

(iii) Descriptive details of Loans against Hypothecation of Vehicles from Others

(a) Toyota Financial Services India Pvt. Ltd.

(This loan has been repaid during the financial year 18-19)

(b) Daimler Financial Services

(a) Loan-I


87750 each upto 02/05/2019

(b) Loan-II


138000 each upto 03/01/2020

(c) Loan-III



(d) Loan-IV


66263 each upto 04/04/2021

(c) Kotak Mahindra Prime Ltd.

(a) Loan-I


113000 each upto 05/05/2020

(b) Loan-II


47025 each upto 01/07/2020

BMW Financial Services

(a) Loan-I


121520 each upto 01/06/2020

(b) Loan-II


142363 each upto 16/05/2020

Total (iii)

Grand Total


Total

Loan from others

( in lacs)`

0

23.57

45.09

51.84

43.50

14.76

7.08

48.49

18.78

253.11

260.39

133.01

127.38

As at31.03.2019

`

As at31.03.2018

`

4.95

31.10

55.58

59.72

46.50

26.51

11.87

58.20

33.55

327.99

358.00

96.81

261.19


NOTES

148

NOTE:-18 Non Current Liabilities:-Provisions


Provision for Leave Encashment

TOTAL

Particulars

( in lacs)`

828.99

79.56

908.56

As at31.03.2019

`

As at31.03.2018

`

743.51

65.31

808.82

NOTE:-19 Deferred Tax Liabilities (Net)

Deferred tax liability

TOTAL

Particulars

( in lacs)`

1,283.76

1,283.76

As at31.03.2019

`

As at31.03.2018

`

1,388.55

1,388.55

NOTE:-20 Current Borrowings

Secured

Working capital loans

Cash Credit Accounts with bank

From banks against bill discounting

Term loan due within next 12 months

Term loan/Corporate loan from banks

From banks against hypothecation of vehicles

TOTAL

Particulars

( in lacs)`

4,392.46

951.68

1,147.95

133.01

6,625.09

As at31.03.2019

`

As at31.03.2018

`

3,106.49

1,850.95

1,206.80

96.81

6,261.06

NOTE:-22 Current Financial Liabilities (Other)

Unclaimed dividend payable

TOTAL

Particulars

( in lacs)`

85.87

85.87

As at31.03.2019

`

As at31.03.2018

`

71.10

71.10

NOTE:-21 Trade Payables

Dues to Micro, Small and Medium Enterprises

Dues to others

TOTAL

Particulars

( in lacs)`

34.70

1,873.35

1,908.05

As at31.03.2019

`

As at31.03.2018

`

-

2,092.86

2,092.86

Based on the information and explanations available with management, there are Rs 34.70 Lakhs due tothe suppliers covered under the Micro, Small and Medium Enterprises Development Act, 2006.


NOTES

149

NOTE:-23 Other Current Liabilities

Advances from customers

Staff related liabilities

Statutory dues and taxes payable

Other Payables

TOTAL

Particulars

( in lacs)`

191.00

789.16

103.57

228.96

1,312.69

As at31.03.2019

`

As at31.03.2018

`

151.52

775.70

44.24

88.04

1,059.50

NOTE:-24 Current Liabilities:-Provisions

Provision for income tax (Net)


Provision For Ex-Gratia

Provision for leave benefit

TOTAL

Particulars

( in lacs)`

65.98

80.48

95.08

6.30

247.84

As at31.03.2019

`

As at31.03.2018

`

381.50

72.98

39.24

5.66

499.37

NOTE:-25 Revenue From Operations

A. SALE OF PRODUCTS

TOTAL (A)

B. OTHER OPERATING REVENUE

Scrap sales

TOTAL (B)

C. TRADING SALES

Trading sales

TOTAL (C)

TOTAL (A + B + C)

Particulars

( in lacs)`

29,810.94

29,810.94

124.83

124.83

970.42

970.42

30,906.19

As at31.03.2019

`

As at31.03.2018

`

24,252.92

24,252.92

94.19

94.19

2,139.39

2,139.39

26,486.49

NOTE:-26 Other Income

Interest Received

Dividend

Foreign Exchange Rate Difference

Profit on sale of current investment

Gain on Financial Asset (Unrealised)

Change in value of Investment

Miscellaneous Receipt

TOTAL

Particulars

( in lacs)`

160.17

14.35

482.79

0.96

0.00

47.87

0.68

706.82


`


`

173.45

78.21

274.15

0.00

6.78

0.00

3.50

536.09


NOTES

150

NOTE:-27 Material Consumed

A. RAW MATERIALS

Opening Stock

Add:-Purchases

TOTAL

Less:-Closing Stock

TOTAL CONSUMPTION

B. PACKING MATERIAL

Opening Stock

Add: Purchases

Less: Closing Stock

TOTAL CONSUMPTION (PACKING MATERIALS)

C. STORES & SPARES

Opening Stock

Add: Purchases

Less: Closing Stock

TOTAL CONSUMPTION (STORES & SPARES)

C. TRADING GOODS

Opening Stock

Add: Purchases

Less: Closing Stock

TOTAL (TRADING GOODS)

TOTAL CONSUMPTION

Particulars

( in lacs)`

1,502.36

10,729.98

12,232.34

2,167.62

10,064.72

42.37

383.49

425.87

70.96

354.91

410.50

620.66

1,031.16

581.66

449.50

1,390.49

813.80

2,204.29

1,736.87

467.42

11,336.55

For the yearended

March 31 2019`

For the yearended

March 31 2018`

1,190.06

9,540.25

10,730.31

1,502.36

9,227.95

45.21

325.02

370.23

42.37

327.86

296.20

539.64

835.84

410.50

425.34

1,068.94

252.35

1,321.29

1,390.49

(69.20)

9,911.95

NOTE:-28 Changes in Inventories

Opening stock

Finished goods

Work-in-progress

TOTAL (OPENING STOCK)

Less:-closing stock

Finished goods

Work-in-progress

TOTAL (CLOSING STOCK)

(Increase)/Decrease in stock

Particulars

( in lacs)`

1,866.23

1,219.57

3,085.80

1,988.59

443.97

2,432.55

653.25

For the yearended

March 31 2019`

For the yearended

March 31 2018`

1,375.00

745.00

2,120.00

1,866.00

1,220.00

3,086.00

(966.00)


NOTES

151

NOTE:-29 Employee Benefits Expenses

Salary

Wages

Contribution to provided funds

E.S.I.C

Gratuity

Staff welfare expenses

Director's remuneration

TOTAL

Particulars

( in lacs)`

2,507.49

3,002.82

195.64

80.73

114.94

189.29

830.25

6,921.16

For the yearended

March 31 2019`

For the yearended

March 31 2018`

2,197.97

2,743.19

182.64

79.50

105.02

144.62

746.68

6,199.61

Actuarial Assumptions:

Discount Rate Mortality

Future Salary Increases

Particulars

7.63%

4%

Leaveencashment

Gratuity

7.63%

4%

29.1 Disclosure as per Indian Accounting Standard-19 on ‘Employee Benefits’(a) During the year, in accordance with the provisions of Ind AS-19-"Employees Benefits",actuarial valuation has been obtained in respect of liability of Gratuity and Leave Encashment.As per Actuarial Valuation the following table sets forth position of Defined Benefit Plans:-

ParticularsGratuity(`)

816.39

58.18

0

56.76

(81.35)

59.50

909.47

A. Changes in present value of defined benefit obligations

Present Value of obligation as at the beginning

of the period

Interest cost

Past Service Cost


Benefits Paid

Acturial (Gain)/loss on obligation


Period

31.03.201831.03.2019

Leave encashment(`)

31.03.201831.03.2019

771.69

54.89

0

50.13

(79.70)

19.37

816.39

70.97

4.56

0

48.79

(20.47)

(17.98)

85.87

73.01

4.69

0

38.48

(20.84)

(24.36)

70.97

Enterprise best estimate for expense next year is ₹ 45473717-GratuityEnterprise best estimate for expense next year is ₹ 4293378-Earned leave liability.


NOTES

152

ParticularsGratuity

(`)

-

-

20.47

(20.84)

-20.47

(-20.84)

-

-

B. Changes in Fair Value of Plan Assets as at 31.03.2019

Fair value of Plan assets at the beginning of the

period

Expected Return on Plan asset

Employer Contributions

Benefits Paid

Actuarial gain/(loss) on plan assets


-

-

81.35

(79.70)

-81.35

(-79.70)

-

-

( in lacs)`Leave

encashment(`)

ParticularsGratuity

(`)

909.47

(816.39)

-

909.47

(816.39)

C. Amount recognized in Balance Sheet


Period (31/03/2019)


(31/03/2019)

Net Liability/Assets(-) recognized in Balance

Sheet as provision

( in lacs)`Leave

encashment(`)

85.87

(70.97)

-

85.87

(70.97)

ParticularsGratuity

(`)

56.76

(50.13)

-

-

58.18

(54.89)

59.50

(19.37)

114.94

(105.01)

174.44

(124.38)


Amount included in Profit and loss


Past service cost

Interest Cost(income)

Net acturial (gain)/loss recognised in the period

Net amount recognized in P&L

Net amount recognized in OCI and P&L

48.79

(38.48)

-

-

4.56

(4.69)

(17.98)

(-24.36)

53.34

(43.18)

35.37

(18.81)

( in lacs)`Leave

encashment(`)

Figures of previous year (in brackets) have been given to the extent available


NOTES

153

a) Impact of the change in discount rateGratuity

(`)

909.47

844.49

983.96

Gratuity

909.47

991.23

837.22


period



b) Impact of the change in salary increase


period



85.87

78.85

93.99

Leave

encashment

85.87

94.77

78.20

( in lacs)`Leave

encashment(`)

Sensitivity Analysis:Reasonably possible changes at the reporting date to one of the relevant actuarialassumptions, holding other assumptions constant, would have affected the definedbenefit obligation by the amounts shown below:

Sensitivities due to mortality & withdrawals are not material & hence impactof change not calculated.

ParticularsLess than

1 year

80.48

6.30

86.78

Risk Exposure:Expected maturity analysis of defined benefit plans in future years

31/3/2019

Gratuity

Leave Encashment

TOTAL

( in lacs)`

Between1-2 years

Between2-5 years

Over 5years Total

65.34

5.67

71.01

315.44

23.23

338.67

381.76

35.68

417.44

843.01

70.89

913.90


endedMarch 31 2019

1109.31

31.21

1140.52

NOTE:-30 Finance Cost

Interest on Loan

Other borrowing cost

TOTAL


endedMarch 31 2018

1249.61

50.56

1300.17


endedMarch 31 2019

1532.93

49.86

1.88

1584.67

NOTE:-31 Depreciation and Amortisation Expense

Depreciation on tangible assets

Depreciation on intangible assets

Amortisation expense on Lease hold property

TOTAL


endedMarch 31 2018

1363.00

102.00

1.88

1466.88


NOTES

154


endedMarch 31 2019

84.63

6.00

2.00

99.56

15.15

-

97.96

1,383.84

504.75

976.26

421.39

0.65

665.55

73.76

249.77

333.76

34.82

77.07

186.97

96.20

48.68

691.61

17.31

23.19

52.94

0.33

34.00

10.27

6,188.44

NOTE:-32 Other Expenses

Advertisement

Auditor's remuneration

-Audit fees

-Tax audit fees

Bank commission

Other Taxes and liabilities

Lease Rent For vehicle

Commission & brokerage

Discount

Traveling expenses

Power expenses

Export expenses

Import expenses

Freight & transportation

Insurance

Legal & professional fees

Rent

Printing & stationery

Repair and Maintenance of Building

Repair and Maintenance of Machinery

Repair and Maintenance of Other Assets

Repair and Maintenance of Vehicles

Miscellaneous expenses

Loss on Sale of Assets

Corporate social responsibility

Telephone telex and postage

Bad Debts

Doubtful debts

Bank Processing Charges (Amortisation)

TOTAL


endedMarch 31 2018

70.96

5.50

1.50

146.78

56.97

4.33

81.01

1,196.49

507.99

661.30

306.11

0.05

777.74

45.49

243.57

313.66

26.15

75.80

124.15

120.83

38.49

755.79

31.34

18.66

52.78

-

51.00

7.15

5,721.61


NOTES

155

ParticularsAs at

31-03-2019

588.10

11.69

0

0

80.50

680.29

5.50

5.50

1 Letter of Credit

(a)SBI Nagpur-LC Import(USD)

(b)SBI Nagpur-LC Import(JPY)

(c)SBI Nagpur-LC Import(EURO)

(d)SBI Nagpur-LC Import(GBP)

(e)SBI Nagpur-LC Import(INR)

Total

2 Bank guarantee

Nagpur Improvement Trust

Total

( in lacs)`

NoteNo. 33-: Other DisclosuresDisclosureas per Ind AS 37 Provisions, contingent Liabilities & contingent Assetsa)Contingent liabilities:-Thecompanyhas outstandingbankguarantees given by commercial banksin favour of following:-

b) Commitments:

(i) Estimated amount of contracts remaining to be

executed on capital account for property, plant &

equipment (net of advances)

Particulars

( in lacs)`

319.36

As at31.03.2019

`

As at31.03.2018

`

227.35

NoteNo.34:-Disclosureas per by Indian Accounting Standard 24 “Related Party Disclosures”:(A) Names of therelated party and description of relationship:

Related Party Where Control Exists Relationship

1 Mr. Sukhpal Singh Sethi, Whole Time Director

2 Mr. Amarpal Sethi, Chairman and Managing Director

3 Mr. Sonepal Sethi, Joint Managing Director

4 Mr. Rishipal Sethi, Joint Managing Director

5 Mr. Joe Paul, Whole Time Director

6 Mr. Karanpal Sethi, Whole Time Director

7 Ms. Shirley Paul, Whole Time Director

8 Mr. Amit Sethi

9 Mrs. Nirmal Sethi

10 Prominent Infrastructures Ltd.

11 Karishma Investment

01.04.2018 to 31.03.2019

01.04.2018 to 31.03.2019

01.04.2018 to 31.03.2019

01.04.2018 to 31.03.2019

01.04.2018 to 31.03.2019

01.04.2018 to 31.03.2019

01.04.2018 to 31.03.2019

DIN 00129235

DIN 00129462

DIN 00129276

DIN 00129304

DIN 00129522

DIN 01711384

DIN 06918198

Key Managerial

Personnel

Relatives of Key

Managerial Personnel

Enterprises over

which relatives of Key

Management have

influence


NOTES

156

Nature of Transaction

(a) KeyManagerialPersonnel

819.16

5.93

200.57

5.02

B. Transactions with Related Parties during the F.Y 2018-19 are set out in the table below

Remuneration

Rent

Interest

Medical Expenses

2017-182018-19

(b) Enterprises overwhich relatives ofKey Management

have influence

2017-182018-19

719.00

5.00

199.00

6.00

-

180.21

98.14

-

-

169.00

85.00

-

( in lacs)`

C. Outstanding Balances with related parties

Amount Recoverable

-From Post Employment Benefit Plans

Amount Payable

-To Key Managerial Personnel

-To enterprises over which relatives of Key

Management personnel have influence

Particulars

( in lacs)`

-

1,621.08

810.10

2018-19`

2017-18`

-

1,662.77

665.00


endedMarch 31 2019

1024.55

(92.69)

931.86

NOTE:-35 DISCLOSURES AS PER IND-AS 12: DEFERRED TAXES(A) Components of Tax Expense:

Current tax

Total Current tax expense recognised in the

current year

Deferred tax

Total Deferred tax expense recognised in the

current year

Total Tax expense recognised in the current year


endedMarch 31 2018

947.28

184.73

1132.01

Particulars

(1,829.69)

-

(5.41)

119.32

-

327.24

(1,388.55)

(B) The major components of deffered tax assets/(liabilities) in relation to:

Property, Plant & equipment

Financial asset carried at fair value through P &L

Others

Deferred Tax on Asset on:

Accrued expense deductive on payment basis

Allowance for bad debts

Measurement of defined benefit plans

Net Deferred tax Liability

( in lacs)`

Openingbalance

`

Recognisedin profit& loss `

Recognisedin other

comprehensiveincome `

Closingbalance

`

145.99

(13.94)

(1.39)

(13.24)

24.75

(49.48)

92.69

-

-

-

-

-

12.09

12.09

(1,683.70)

(13.94)

(6.80)

106.08

24.75

289.84

(1,283.76)


NOTES

157

Particulars

NOTE:-36 Components of Other Comprehensive Income ( in lacs)`

(41.52)

0

(41.52)

(A) (i) Items that will not be reclassified to

Profit and Loss

Remeasurment of the defined benefit

plans

(B) (i) Items that will be reclassified to profit

or loss

Other than employees benefit

TOTAL

For the yearended

March 31 2018

For the yearended

March 31 2019

5.00

87.52

92.52


endedMarch 31 2019

12.09

12.09

-

(C) Income tax recognised in other comprehensive income

Deferred tax

Total income tax recognised in other

comprehensive income

Bifurcation of the income tax recognised in other

comprehensive income into:-

(i) Items that will not be reclassified to profit or

loss

(ii)Items that will be reclassified to profit or loss


endedMarch 31 2018

(1.73)

(1.73)

-

ParticularsFVTPL `

NOTE:-37A Financial Instruments and related disclosures(A) Categories of Financial Instruments ( in lacs)`

31.03.2019

827.27

Financial Assets

Non Current

Loans


Current

Current Investment



Equivalents

Loans


Trade receivables


31.03.2019 31.03.2019

400.00

242.48

785.24

514.88

97.47

0.00

6778.69


NOTES

158

NOTE:-37B Disclosures as per Indian Accouting Standard 107 Financial Instruments-Disclosures(A) Nature of securities and terms of repayment

The terms of repayment of term loans are stated as under:

Lender’s nameAmt.

Outstanding

2835.70

2274.81

1)TERM LOANS

2018-2019

2017-2018

( in lacs)`


1171.31

989.29

641.66

1003.79

1022.73

281.72

Floating

Floating

2-5 years >5 years

Terms of repayment

0

0

Security Note"1st Pari passu charge on fixed assets of the Company by way of Equitable Mortgage of land &building and hypothecation of machinery located atI. Plot no J-7, MIDC Hingna Road, Nagpur-Unit NO.1II. K-36,K-37/38 at MIDC, Hingna Road, Nagpur-Unit NO.2III. Khasra No. 55 & 57, Nagalwadi, Tahsil Hingna, Nagpur-Mixing Plant,IV. Khasra No.45, 46/2, 48,25, 46/1,47, Mauza, Nagalwadi.2nd pari passu charge by way of hypothecation of residual value of hypothecation of entire currentassets of the Company including raw material, finished goods, stock-in-process at the company'sfactory premises or at such palces as may be approved by the Bank from time to time includingstock-in-transit, book debts, receivables, on along with SBI, Citi Bank,HDFC Bank and KotakMahindra Bank under multiple banking arrangement."

ParticularsFVTPL `

( in lacs)`

31.03.2019


Non Current

Borrowings

Current

Borrowings

Trade Payables


Amortised Cost `

4206.47

6261.06

2092.86

71.10

31.03.2019


NOTES

159

Lender’s nameAmt.

Outstanding

2642.55

1389.50

1749.91

1717.12

1) WCDL/FCDL/PACKING CREDIT DETAIL

2018-2019

2017-2018

2) CASH CREDIT

2018-2019

2017-2018

( in lacs)`

Less than 1yr 1-2 years

Rate ofinterest31.03.19

2642.55

1389.50

1749.91

1717.12

More than 2 yrs

Terms of repayment

0

0

0

0

0

0

0

0

(B) The terms of repayment of working capital loans are as under:

Security Note as per above:"1) 1st pari passu charge by way of hypothecation of entire current assets of the Company includingraw materials, finished goods, stock-in-process at the Company's factory premises or at such places asmay be approved by the Bank from time to time including stocks-in-transit, book debts, receivables,on pari passu basis along with on sharing basis SBI, Citi Bank, HDFC Bankand Kotak Mahindra Bank.2) 2"pari passu charge on entire fixed assets of the Company by way of Equitable Mortgage of land &building and hypothecation of machinery located ati) Plot no J-7, MIDC Hingna Road,Nagpur-Unit NO.1ii) K-36,K-37/38 at MIDC, Hingna Road,Nagpur-Unit NO.2iii) Khasra No. 55& 57, Nagalwadi, Tahsil Hingna. Dist. Nagpur MixingPlantiv) Khasra No.45, 46/2,48,25,46/1,47, Mauza, Nagalwadi.”

(C)Financial Risk ManagementThe Company's activities are exposed to variety of financial risks. Thekey financial risks include marketrisk,creditriskand liquidity risk.The company's focus is to foresee the unpredictability of financial markets and seek to minimisepotential adverse effects on its financial performance. The Board of Directors reviews and approvespolicies for managing these risks. The risks are governed by appropriate policies and procedures andaccordingly financial risks are identified, measured and managed in accordance with the company’spolicies and risk objectives.


NOTES

160

Ageing

Expected Credit Loss(%) ( in lacs)`

less than 6 Months

6 Months to 1 Year

1-2 Years

2-3 Years

> 3years

Total

Amount

0.00

0.00

0.00

11.32

251.04

262.36

ExpectedCredit loss %

0.00%

0.00%

0.00%

20.00%

20.00%

DoubtfulDebts

0.00

0.00

0.00

2.26

50.21

52.47

Particulars

Age of receivables ( in lacs)`

6291.80

217.38

91.68

11.32

251.04

6863.22

less than 6 Months

6 Months to 1 Year

1-2 Years

2-3 Years

> 3years

Total

As atMarch 31,

2019

As atMarch 31,

2018

6070.85

139.72

15.67

22.60

286.18

6535.02

(i)CREDIT RISKCredit risk is the risk that counter party will not meet its obligations under a financial instrument orcustomer contract, leading to a financial loss. The Company is exposed to credit risk from its operatingactivities (primarily trade receivables). The management has a credit policy in place and the exposureto credit risk is monitored on an ongoing basis. The company periodically assesses the financialreliability of customers,taking into account the financial condition, current economic trends andageing of accounts receivable.

The carrying amount of respective financial assets recognised in the financial statements, representsthe Company’s maximum exposure to credit risk. The concentration of credit risk is limited due to thecustomer basebeing largeand unrelated. Of the trade receivables balanceat theend of theyear, thereis one customer accounting for more than 10% of the trade receivable as at March 31, 2019.

The Company establishes an allowance for impairment that represents its estimate of incurred lossesin respect of trade and other receivables. Receivables from customers are reviewed/evaluatedperiodically by the management of each entity of the company and appropriate provisions are madeto the extentrecoverythereagainsthas been considered to beremote.

(ii)Liquidity RiskLiquidity risk is defined as the risk that the Group will not be able to settle or meet its obligations ontime or at a reasonable price. The Company's objective is to maintain optimum level of liquidity tomeet it's cash and collateral requirements at all times. The Company relies on borrowings and internalaccruals to meet its fund requirement. The current committed line of credit is sufficient to meet itsshort and medium term fund requirement.


NOTES

161

CONTRACTUAL MATURITIES OF FINANCIAL LIABLITIES:31.03.2019


Loans from banks

Loans from others


( in lacs)`


5,563.77

133.01

1,875.08

2-5 years >5 years


641.66

622.38

-

1,022.73

-

32.98

-

2,425.21

-

7,228.16

3,180.60

1,908.05

31.03.2018


Loans from banks

Loans from others


( in lacs)`


4,096.29

97.00

2,078.64

2-5 years >5 years


1,003.7

9

495.00

281.72

358.00

14.29

-

2,357.00

22.19

5,381.80

3,307.00

2,092.86

(iii)Market RiskMarket risk is the risk or uncertainty arising from possible market fluctuations resulting in variation inthefair value of future cash flows of a financial instrument. Themajor components of Market risks arecurrency risk, interest rate risk and other price risk. Financial instruments affected by market riskincludes trade receivables,borrowings, investments and tradeand other payables.

(a)Interest Rate RiskInterest rate risk is the risk that the fair value or future cash flows of a financial instrument willfluctuate because of changes in market interest rate. There is nominal amount of interest income butsignificant interest expenses are incurred by the company on borrowed funds. In order to minimizethe interest cost, interest reset options is opted and a regular pursuance is made with financialinstitutions/commercial banks to lower down the interest rates as per prevailing market trend. Thepolicies is designed to optimise the use of available funds for repayment of loans and other paymentobligations so thatfunds are not remained idle with the company.

The Company's exposure in market risk relating to change in interest rateprimarily arises from floatingrateborrowing with banks.Borrowings at fixed interest rate exposes the Company to the fair value interest rate risk. TheCompany maintains a portfolio mix of fixed and floating rate borrowings. As at March 31, 2019,approximately 30.56 % (March 31, 2018: 31.57 %) of the company's borrowings become fixed rateinterestborrowing.

Further therearedeposits with banks which arefor short term period areexposed to interest raterisk,falling due for renewal. Thesedeposits are however generally for tradepurposes as such do not causematerial implication.


NOTES

162

Particulars

( in lacs)`

2,835.70

2,642.55

1,749.91

7,228.15

260.39

495.00

2,425.21

3,180.60

10,408.76

Floating rate borrowings

1. Loans from Banks:

(a)Term loan

(b)Packing credit

(c)Cash credit

TOTAL

Fixed Rate borrowings

2. Other Loans:

(a)Loans against hypothecation of vehicles

(b) Loan from others

(c)Loan from directors

TOTAL

TOTAL

As atMarch 31,

2019

As atMarch 31,

2018

2,274.81

1,389.50

1,717.12

5,381.43

358.00

495.00

2,357.24

3,210.25

8,591.68

(b) Foreign Currency RiskForeign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuatebecause of changes in foreign exchange rates. The Company’s exposure to the risk of changes inforeign exchange rates relates primarily to the Company’s foreign currency, trade receivables andtrade or other payables.

The Company has adopted a comprehensiverisk management review system wherein actively engagein forward contracts its foreign exchange exposures within defined parameters through forwardcontracts. The Company periodically reviews its risk management initiatives and manages this forexrisk using derivatives,wherever required,to mitigate or eliminate the risk. There are six forwardcontracts pending expiration as on March 31, 2019.

Outstanding forward exchange contracts as on March 31,2019

Bank

Kotak

Currency

USD

No. ofContracts

4

Amount inforeign currency

160000

Amount inRs. Lakhs

114

Buy/Sell

CrossCurrency

Sell Rupees

USD

Nominal amount(Rs in Lakhs)

113.68

As at 31-03-2019Particulars

Receivable hedges Avg. Rate(Rs)

Within12 months

After12 months

71.05 113.68 0

Forward cover taken to hedge exchange rate risk:


NOTES

163

The carrying amount of various exposures to foreign currency as at the endof the reporting period are as follows:

Particulars

( in lacs)`

226,644.20

1,182.00

-

-

-

5,485,347.47

1,401,394.79

408,300.73

Trade Payables

USD

Euro

GBP

YEN

RMB

Trade Receivable

USD

Euro

GBP

As atMarch 31,

2019

As atMarch 31,

2018

2,091,022.94

3,830.40

-

1,450,000.00

75,732.82

6,231,639.16

1,713,131.33

497,812.20

USD

EURO

GBP

YEN

RMB

Payable

6799.33

35.46

0

0

0

Particulars

Strengthening ofINR by 3% Receivable

(164,560.41)

(42,041.85)

(12,249.03)

0

0

Payable ReceivablePayable

Year ended March 31,2019 Year ended March 31,2018

62730.69

114.91

0

43500.00

2271.98

(186,949.17)

(51,393.94)

(14,934.37)

0

0

USD

EURO

GBP

YEN

RMB

(6,799.33)

(35.46)

0

0

0

164,560.41

42,041.85

12,249.03

-

-

(62,730.69)

(114.91)

-

(43,500.00)

(2,271.98)

186,949.17

51,393.94

14,934.37

-

-

Weakning of INR by 3%

Foreign Currency Sensitivity AnalysisSensitivity analysis resulting in profit or loss mainly from USD, EURO,GBP & SGD denominated receivables and payables are as follows:

(c) Other price riskThe Company's equity exposure in Subsidiaries, are carried at cost ordeemed cost and these are subject to impairment testing as per thepolicy followed in this respect. The company's current investmentsare fair valued through profit and loss. Accordingly, other price risk ofthe financial instrument to which the company is exposed to is notexpected to bematerial.


NOTES


NOTES

165

The accounting classification for each category of financial instrument, their carrying amount andfair valueareas follows:–

Fair Valuation TechniquesThe fair values of the financial assets and liabilities are included at the amount that would be receivedto sell an asset or paid to transfer a liability in an orderly transaction between market participants atthemeasurementdate.

The followingmethods and assumptions wereused to estimatethe fair values:

The fair value of cash and cash equivalents, current trade receivables and payables, current financialliabilities and assets and borrowings approximate their carrying amount largely due to the short-termnature of these instruments. The management considers that the carrying amounts of financial assetsand financial liabilities recognised at nominal cost in the financial statements approximate their fairvalues.

Investments(other than Investments in Subsidiaries), Investments in liquid and short-term mutualfunds aremeasured usingquoted market prices at the reporting date multiplied by the quantity held.

Fair ValueHierarchyFair Values are categorised into different levels in a fair value hierarchy based on the inputs used in thevaluation techniques as follows

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.Level 2: The fair value of financial instruments that are not traded in an active market is determinedusing valuation techniques which maximise the useof observable market

Level 3: If one or more of the significant inputs is not based on observable market data, the instrumentis included in Level 3.

Assets and liabilities are presented as current or non-current as per criteria set out in Schedule III ofThe Companies Act, 2013. Based on the nature of the products, power generating process andrealisation, the company has ascertained its operating cycle of twelve months. Accordingly twelvemonths period has been considered for the purpose of classification of assets and liabilities intocurrentand non-current.


NOTES

166

Particulars 2018-19`

Details of Amount spent towards CSR given below: ( in lacs)`

2017-18`

0

1.80

3.00

0

5.00

11.00

2.06

0.20

0.13

23.19

Contribution to Rashtriya Drushtihin Shikshan &


Salary to Staff of Rashtriya Drushtihin Shikshan &


Contribution to Vikalpa Society Sustainable

Development

Ramakrishna Sarada Mission

Shikshak Sanchalit shikshan sanstha

Shri Ratanlal Kanwarlal Foundation

Dnyan Jyoti Niwasi Andha Vidyalaya Nagpur

Shree Shradhanand Anathalaya Nagpur

G.S Traders

TOTAL

10.02

0.45

8.19

0

0

0

0

0

0

18.66

Note:-40CapitalmanagementThe primary objective of the Company’s capital management is to ensure that it maintains a healthycapital ratio in order to support its business and maximise shareholder value. The Company’sobjective when managing capital is to safeguard their ability to continue as a going concern so thatthey can continue to provide returns for shareholders and benefits for other stake holders. TheCompany is focused on keeping strong total equitybase to ensure independence, security, as well as ahigh financial flexibility for potential future borrowings, if required without where the risk profile oftheCompany.

Particulars

( in lacs)`

11337.07

21369.08

0.53

Total Debt

Equity

Debt Equity Ratio

As atMarch 31,

2019

As atMarch 31,

2018

The Debt-Equity ratio is as follows:

10467.52

18898.14

0.55

Note:-39Corporates Social Responsibility (CSR)1) CSR Amount require to be spent as per Section 135 of the Companies Act, 2013 read with schedule

VII thereof bythe company during theyear is Rs 38.90 Lacs.2) Theamountrecognised as expense in thestatementof Profit & Loss on CSRactivities i s Rs 2 3 . 1 9

Lakhs (Previous year: Rs 18.66 Lakhs), which comprises of:


NOTES

167

Particulars

Loan to PIX MIDDLE EAST FZC

(Subsidiary):

Rs. 4229963.30

There is no repayment

schedule in case of loans and

advances given to PIX

MIDDLE EAST FZC.

(Subsidiary). Interest is being

charged on such loan given

@ 12% p.a.

NIL

a) Particulars of loans and advances in the

nature of loan to Subsidiary.

b) Loans and advances in the nature of loans

where there is-

i) no repayment schedule or repayment

beyond seven years

ii) no interest or interest below

section 186 of the Companies Act, 2013

c) Investments by the Loanee (Borrower) in the

shares of Parent company and subsidiary

company, when the company has made a loan

or advance in the nature of Loan

Remarks

NOTE:-41Additional Information to Financial Statements41.1 Particulars in respect of loans and advances in the nature of loan to related parties asrequired by the SEBI (LODR) Regulations, 2015:

Value of Imports on CIF Basis

( in lacs)`

5028.00

79.03

2131.64

7238.67

Raw Materials

Trading Goods

Capital Goods

Total

As atMarch 31,2019 ( )`

As atMarch 31,2018 ( )`

41.2 Value of Imports calculated on CIF basis

3966.44

-

1357.10

5323.04


NOTES

168

Miscellaneous Expenses

( in lacs)`

21.96

2.01

1.61

3.58

113.63

28.34

0.51

3.60

0.50

52.13

8.07

1.54

59.50

7.02

20.32

142.84

0.39

0.88

1.10

3.05

2.54

73.33

0.00

1.04

0.77

22.11

0.66

0.00

86.97

3.11

6.64

7.05

0.09

14.73

691.61

Accountancy

Balance Written Off

Bank Charges

Computer Expenses

Conveyance

Coolie & Cartage

Demat Charges

Director Meeting Expenses

Donation

Duty Paids On Goods

Entertainment

Exchange Rate Dif.(Receipt)

Garden Expenses

Guest House Maintence

Hire Charges

House Keeping Charges

Human Resource Development

Insurance

Interest

Lease Expenses

Listing Fees

Misc.Expenses

Octroi

Power Expenses

Printing & Stationery

Rates & Taxes

Registrar Of Companies Fees

Round Off

Sales Promotion

Sponsor Fee

Subscription & Membership

Sundry Expenses

Trade Mark Expenses

Water Charges

TOTAL



41.3 Details of Miscellaneous Expenses

(41.4) As required by the Indian Accounting Standard (IND AS 36) "Impairment of the Asset"issued by the Ministry of Corporate Affairs, the company has carried out the assessment ofimpairment of assets. There are no external/internal indicators which lead to any impairmentof assets during year.

15.91

4.56

1.59

2.53

101.07

17.29

0.47

4.80

15.40

51.08

6.94

0.51

20.64

2.27

10.99

134.35

0.04

0.00

27.16

0.00

2.50

123.40

0.00

1.07

1.03

21.58

0.12

0.01

156.22

2.07

9.08

5.53

0.00

15.59

755.79


NOTES

169

Particulars

( in lacs)`

2856.57

136.25

20.97

2856.57

136.25

20.97

10

Basic earning per share

Profit after tax as per account (in lakhs)-A


outstanding-B

Basic EPS (Rs)-A/B

Diluted earning per share

Profit after tax as per account (in Lakhs)-A


outstanding for diluted EPS-B

Diluted EPS (Rs)

Face value per share (Rs)

2018-19( )`

2,256.35

136.25

16.56

2,256.35

136.25

16.56

10

Note:-42Basic and Diluted earning per share [EPS] computed in accordance with INDAS 33 "Earning per share"

2017-18( )`

Particulars

( in lacs)`

3,470,106

-

-

-

-

-

a) Amount remaining unpaid to any supplier:

Principal Amount

Interest due thereon

b) amount of interest paid in terms of Section 16

of MSMED Act along with the amount paid to

the suppliers beyond the appointed day

c) Amount of interest due and payable for the

period of delay in makijng payment (which

have been paid but beyond the appointed day

during the year) but without adding the

interest specified under the MSMED Act.

d) Amount of interest accrued and remaining

unpaid

e) Amount of futher interest remaining due and

payable even in the succeeding years, until

such date when the interest due as above are

actually paid to the small entereprises, for the

purpose of disallowances as a deductible

expenditure under Section 23 of MSMED Act



-

-

-

-

-

-

Note:-43Information in respect of micro and small enterprises as at 31 March 2019as required by Micro, Small & Medium Enterprises Development Act, 2006


NOTES

170

Note:-44 Figures of the current & previous year havebeen rounded off to nearestLacs.

Note:-45 Previous year’s figures has been restated, regrouped and rearranged, whereverconsidered necessary, to confirm to this year’s classifications. However these changes have nomaterial impact on the Financial Statements.






(MOHD ADIL ANSARI)DIRECTOR


DIN 00129276


DIN 01711384


DIN 06913509


Name of entity

( in lacs)`

98.28%

1.99%

(0.26%)

A. Parent

PIX Transmission

Ltd.

B. Subsidiaries

(i) Foreign

Subsidiaries

PIX Transmissions

(Europe) Limited,

England

PIX Middle East FZC,

UAE

TOTAL

As % ofconsoli-dated

Net assets

Amount

Note:-46Disclosure as per Schedule III to the Companies Act, 2013

21,214.55

428.92

(56.77)

21,586.70

As % ofconsoli-dated

profit orloss

98.46%

0.93%

0.60%

3,752.77

35.54

23.04

3,811.35

Amount

As % ofconsoli-

dated OtherCompre-hensiveIncome

100.00%

Amount

(41.52)

(41.52)

As % ofTotal

Compre-hensiveIncome

98.45%

0.94%

0.61%

Amount

3,711.25

35.54

23.04

3,769.83

ATTENDANCE SLIP

PIX TRANSMISSIONS LTDCIN: L25192MH1981PLC024837

Registered office: J-7 M.I.D.C., HINGNA ROAD NAGPUR-440 016

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE HALLJoint Shareholders may obtain additional attendance slips on request.

NAME & ADDRESS OF THE SHARE HOLDERS

I hereby record my presence at the 37th ANNUAL GENERAL MEETING of the Company at J-7, M.I.D.C.Hingna Road, Nagpur-440 016, on Wednesday, 24th July, 2019 at 09:30 A.M.

SIGNATURE OF THE SHARE HOLDER OR THE PROXY ATTENDING THE MEETING

Regd. Folio No No. of Shares

SHAREHOLDER PROXY

Nagpur Railway Station to PIX Transmissions Limited

Dr. Babasaheb Ambedkar International Airport to PIX Transmissions Limited

ROUTE MAP


Form No. MGT-11PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s):______________________________________________________________________Registered address:__________________________________________________________________________

E-mail id:______________________________ Folio No./DP ID and Client ID:____________________________

I/We, being the members(s) of _________ shares of the above named Company, hereby appoint

1. Name: _________________________________ E-mail id: ________________________________Address: _________________________________________________________________________

Signature:

or failing him/her

2. Name: _________________________________ E-mail id: ________________________________Address: _________________________________________________________________________

Signature:

as my/our proxy to attend and vote, in case of a poll, for me/us and on my/our behalf at the 37th Annual GeneralMeeting of the Company, to be held onWednesday, the 24th day of July, 2019 at 9.30A.M. at the Registered Office ofthe Company and at any adjournment thereof in respect of such resolutions and in such manner as are indicatedbelow:

Signed this_______________Day of______________ 2019

Signature_____ __________Notes:1. Please put a “ “ inthe Box in the appropriate columnagainst the respective resolutions. If you leave the ‘For’ or ‘Against’ column blank againstanyor allP

theresolutions, your proxywill be entitledtovoteinthe mannerashe/she thinksappropriate.

2. AProxy need not be aMember of the Company. Pursuanttothe provisions of Section 105 of the CompaniesAct, 2013, apersoncan actasproxyonbehalfof not more than fifty Members and holding in aggregate not more than ten percent of the total Share Capital of the Company. Members holding morethantenpercentof the totalShareCapitalofthe Company may appoint asingle personas proxy, whoshallnotact asproxyfor any other Member.

3 This form of Proxy, to be effective, should be deposited at the Registered Office of the Company at J-7, MIDC, HINGNA ROAD, Nagpur-440016 not laterthanFORTYEIGHTHOURSbefore the commencement of the aforesaid meeting.

Affixrevenuestamp

PIX TRANSMISSIONS LIMITEDRegistered Office: J-7, M.I.D.C., Hingna Road, Nagpur – 440 016

CIN: L25192MH1981PLC024837Tel: 07104-669000, Fax: 07104-669007/8

Website: www.pixtrans.com. E-mail: [email protected]

1. Adoption of Annual Accounts and Reports thereon for the financial year ended31st March, 2019.

2. Declaration of dividend.3. Re-election of Mr. Amarpal Sethi as Director.4. Re-election of Mr. Rishipal Sethi as Director.5. Re-election of Mr. Karanpal Sethi as Director.6. Re-appointment of Mr. Mohammed Adil Ansari as an Independent Non-

Executive Director.7. Re-appointment of Mr. Haresh Eidnani as an Independent Non-Executive

Director.8. Re-appointment of Mr. Pradeep Havnur as an Independent Non-Executive

Director.9. Re-appointment of Mr. Prakashchand Khasgiwala as an Independent Non-

Executive Director.10. Re-appointment of Mr. Nigel Savio Lobo as an Independent Non-Executive

Director.11. Appointment of Mr. Jose Jacob as an Independent Non-Executive Director.12. Ratify the remuneration of Cost Auditor for the FY-2019-20

DescriptionRes. No For Against

172

To,________________________________________________________________________

If undelivered, please return to:PIX Transmissions LimitedJ-7 M.I.D.C., Hingna Road,Nagpur - 440 016Maharashtra. India

Documents

ANNUAL REPORT...One BKC, B Wing, 12th Floor, Unit No.1208, Bandra-Kurla Complex, Bandra (East), Mumbai-400 051 Tel: 022-6138 3000 2 Annual Report 2018-19 I PIX TRANSMISSIONS LIMITED