Pix Transmissions Ltd. — AGM Information 2021

Jul 26, 2021

NOTICE

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Notice is hereby given that the Thirty Ninth Annual General Meeting of PIX TRANSMISSIONS LIMITED will be held on Wednesday 18th August 2021 at the registered office of the company at J-7, MIDC, Hingna, Road, Nagpur at 09:30 AM to transact the following business :

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Statement of Profit and Loss for the Year ended 31st March, 2021 and the Balance Sheet as on that date together with the Reports of Directors and Auditors thereon.

2. To declare a dividend on Equity Shares for the Financial Year ended 31st March, 2021.

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

4. To appoint a Director in place of Ms. Shirley Paul (DIN: 06918198), who retires by rotation and being eligible offers herself for re-appointment.

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

SPECIAL BUSINESS

6. Re-appointment of Mr. Amarpal Sethi as an Executive Director

• To consider and if thought fit to pass with or without modification following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force), the consent of the members be and is hereby accorded for the re-appointment of Mr. Amarpal Sethi (DIN: 00129462) as Chairman & Managing Director of the Company, for a period of 3 (three) years with effect from 1st April, 2021 to 31st March, 2024 on the terms and conditions including remuneration as set out in the Statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said re-appointment and/or remuneration as it may deem fit and as may be acceptable to Mr. Amarpal Sethi (DIN: 00129462), subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

7. Re-appointment of Mr. Sukhpal Singh Sethi as an Executive Director

• To consider and if thought fit to pass with or without modification following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force), the consent of the members be and is hereby accorded for the re-appointment of Mr. Sukhpal Singh Sethi (DIN: 00129235) as Whole time Director of the Company, for a period of 3 (three) years with effect from 1st April, 2021 to 31st March, 2024 on the terms and conditions including remuneration as set out in the Statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said re-appointment and/or remuneration as it may deem fit and as may be acceptable to Mr. Sukhpal Singh Sethi (DIN: 00129235), subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

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8. Re-appointment of Mr. Sonepal Sethi as an Executive Director

To consider and if thought fit to pass with or without modification following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force), the consent of the members be and is hereby accorded for the re-appointment of Mr. Sonepal Sethi (DIN: 00129276) as Joint Managing Director of the Company, for a period of 3 (three) years with effect from 1st April, 2021 to 31st March, 2024 on the terms and conditions including remuneration as set out in the Statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said re-appointment and/or remuneration as it may deem fit and as may be acceptable to Mr. Sonepal Sethi (DIN: 00129276), subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof.” “RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

9. Re-appointment of Mr. Joe Paul as an Executive Director

To consider and if thought fit to pass with or without modification following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force), the consent of the members be and is hereby accorded for the re-appointment of Mr. Joe Paul (DIN: 00129522) as Whole Time Director of the Company, for a period of 3 (three) years with effect from 1st April, 2021 to 31st March, 2024 on the terms and conditions including remuneration as set out in the Statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said re-appointment and/or remuneration as it may deem fit and as may be acceptable to Mr. Joe Paul (DIN: 00129522), subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

10.Re-appointment of Mr. Karanpal Sethi as an Executive Director

To consider and if thought fit to pass with or without modification following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force), the consent of the members be and is hereby accorded for the re-appointment of Mr. Karanpal Sethi (DIN: 01711384) as Whole Time Director of the Company, for a period of 3 (three) years with effect from 1st April, 2021 to 31st March, 2024 on the terms and conditions including remuneration as set out in the Statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said re-appointment and/or remuneration as it may deem fit and as may be acceptable to Mr. Karanpal Sethi (DIN: 01711384), subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof.” “RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

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11. Revision in Remuneration of Mr. Rishipal Sethi,Joint Managing Director.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 (including statutory modification(s) or re-enactment thereof for the time being in force), approval of the company be and is hereby accorded to increase the remuneration of Mr. Rishipal Sethi (DIN: 00129304) with effect from 1st April, 2021 till 31st March, 2023 on the terms and conditions as contained in the draft agreement, a copy of whereof initialed by the Chairman for the purpose of identification is placed before the meeting with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said reappointment and/or remuneration as it may deem fit and as may be acceptable to Mr. Rishipal Sethi (DIN: 00129304), subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof.”

12. Revision in Remuneration of Ms. Shirley Paul, Whole Time Director.

• To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 (including statutory modification(s) or re-enactment thereof for the time being in force), approval of the company be and is hereby accorded to increase the remuneration of Ms. Shirley Paul (DIN: 06918198) with effect from 1st April, 2021 till 9th July, 2020 on the terms and conditions as contained in the draft agreement, a copy of whereof initialed by the Chairman for the purpose of identification is placed before the meeting with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said reappointment and/or remuneration as it may deem fit and as may be acceptable to Ms. Shirley Paul (DIN: 06918198), subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof.”

13. Retirement Bonus to Executive Directors

To consider and if thought fit to pass with or without modification following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force) and applicable regulations of Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015(including any statutory modification(s) or re-enactment thereof for the time being in force) the consent of the members be and is hereby accorded for the applicability of Retirement bonus to Executive Directors of the company on the completion of their 15 ( Fifteen ) years of continuous service in the company. ”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

14. To ratify remuneration of Cost Auditor for the F.Y. 2021-22

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

“RESOLVED THAT pursuant to the provision of Section 148 and other applicable provisions, if any of the Companies Act, 2013 and the Companies ( Audit and Auditors) Rules, 2014 ( including statutory modification(s) or re-enactment thereof, for the time being in force) M/S Manisha & Co, Cost Accountants, Nagpur, the cost auditors appointed by the Board of Directors of the company, to conduct the audit of the cost records of the company for the financial year ending 31st March, 2022 be paid remuneration of Rs 50,000/- ( Rupees Fifty Thousand only)plus appli-cable taxes and reimbursement of out of pocket expenses incurred by them during the course of audit.

For and on behalf of the Board of Directors

Place:Mumbai Date: 25/06/2021

Amarpal Sethi Chairman and Managing Director

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ANNEXURE TO NOTICE

ANNEXURE TO NOTICE

1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts concerning the business under Item Nos. 6 to 11 of the Notice, is annexed hereto. The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment/re-appointment at this Annual General Meeting (“AGM”) are also annexed.

2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON 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 on behalf of not more than fifty members and holding in aggregate not more than ten percent of the total Share Capital of the Company. Members holding more than ten percent of the total Share Capital of the Company may appoint a single person as proxy, who shall not act as a proxy for any other Member. The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not later than 48 hours before the commencement of the meeting. A Proxy Form is annexed to this Report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution/authority, as applicable.

1. Register of Members and the transfer books of the Company will remain closed from Wednesday 11th August 2021 to Wednesday 18th August 2021 (both days inclusive).

2. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made there under, Companies can serve Annual Reports and other communications through electronic mode to those Members who have registered their e-mail address either with the Company or with the Depository. Members holding shares in physical form and who have not registered their e-mail address are requested to register on https://linkintime.co.in/emailreg/email_register.html or write to M/s. Link Intime India Private Ltd, the registrar and share transfer agent of the Company. Members holding shares in Demat form are requested to register their e-mail address with their Depository participant(s) only.

3. Regulation 36 (1)(b) and (c) of the LODR prescribes that a listed entity shall send a hard copy of the statement containing salient features of all the documents, as prescribed in Section 136 of the Companies Act, 2013 to the shareholders who have not registered their email addresses and hard copies of full annual reports to those shareholders, who request for the same, respectively. In view of the difficulties faced by companies in sending these documents through postal or courier services on account of the threat posed by Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) vide its circular dated May 5, 2020 read with circulars dated April 8, 2020, April 13, 2020 and January 13, 2021 (collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India(SEBI) vide its circular dated May 12, 2020 and January 15, 2021 has relaxed this requirement for listed entities who conduct their Annual General Meeting(AGM) during the calendar year 2021.

4. In compliance with the aforesaid MCA Circulars and SEBI Circulars,Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company’s website www.pixtrans.com and website of the Stock Exchange i.e. BSE Limited at www.bseindia.com.

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ANNEXURE TO NOTICE

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1. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management,members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Transfer Agent, Link Intime India Pvt. Ltd for assistance in this regard.

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

Type	Date of Declaration	For the year ended	Due for transfer
Final	18/09/2014	2013-14	22/11/2021
Final	23/09/2015	2014-15	27/11/2022
Interim	18/03/2016	2015-16	22/05/2023
Final	28/09/2016	2015-16	01/12/2023
Final	27/09/2017	2016-17	02/12/2024
Final	19/09/2018	2017-18	23/11/2025
Final	24/07/2019	2018-19	28/09/2026
Final	30/09/2020	2019-20	06/11/2027

Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (IEPF). The shares in respect of such unclaimed dividends are also liable to be transferred to the Demat account of the IEPF Authority. In view of this, Members are requested 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 an online application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in. For details, please refer to corporate governance report which is a part of this Annual Report.

1. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the thirty nineth AGM.

2. Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to Annexure-1 of this notice and also the Finance Act, 2021 and amendments thereof. The shareholders are requested to update their PAN with the Company or Link Intime India Pvt. ltd (in case of shares held in physical mode) and depositories (in case of shares held in demat mode).

3. Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, the Company is pleased to provide the facility of remote e-voting to Members to exercise their right to vote by electronic means. The Members, whose names appear in the Register of Members/list of Beneficial Owners as on Wednesday 11th August 2021 are entitled to vote on the Resolutions set forth in this

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ANNEXURE TO NOTICE

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Notice. The e-voting period will commence at 9.00 a.m. on Sunday 15th August 2021 and will end at 5.00 p.m. on Tuesday 17th August 2021. The Members desiring to vote through electronic mode may refer to the detailed procedure on e-voting given hereinafter.

1. The facility of Voting through Ballot paper at meeting is also provided to those members, who have not exercised their voting right through electronic means.

2. The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

3. The Board of Directors has appointed Mr. Sahib Chauhan (Membership No. 146408) practicing Chartered Accountant as the Scrutinizer to scrutinize the voting during the AGM and remote e-voting process in a fair and transparent manner.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The remote e-voting period begins on Sunday 15th August 2021 at 09:00 A.M. and ends on Tuesday 17th August 2021 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Wednesday 11th August 2021 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 11th August 2021.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1 : Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of Shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the“Beneficial Owner” icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e- Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provideri.e. NSDL and you will be

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Type of Shareholders

Individual Shareholders holding securities in demat mode with NSDL.

Login Method

re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

3. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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• Individual 1. Existing users who have opted for Easi / Easiest, they can login through Shareholders holding their user id and password. Option will be made available to reach e- securities in demat Voting page without any further authentication. The URL for users to mode with CDSL login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

• After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.

• If the user is not registered for Easi/Easiest, option to register is available at

https://web.cdslindia.com/myeasi/Registration/EasiRegistration

1. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

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Type of Shareholders

Login Method

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login Type	Helpdesk Details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

B) Login Method for e-Voting shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

2. Your User ID details are given below :

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• Manner of holding shares i.e. Demat Your User ID is: (NSDL or CDSL) or Physical a) For Members who hold 8 Character DP ID followed by 8 Digit Client ID shares in demat For example if your DP ID is IN300 and Client ID is 12 then account with NSDL. your user ID is IN30012**.

• b) For Members who hold 16 Digit Beneficiary ID shares in demat For example if your Beneficiary ID is 12** then your user account with CDSL. ID is 12**

• c) For Members holding EVEN Number followed by Folio Number registered with the company shares in Physical For example if folio number is 001 and EVEN is 101456 then user ID is Form. 101456001

• Password details for shareholders other than Individual shareholders are given below:

• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c) How to retrieve your ‘initial password’?

  • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a.pdf file. Open the.pdf file. The password to open the.pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The.pdf file contains your ‘User ID’ and your ‘initial password’.

(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

2. a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

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Step 2: Cast your vote electronically on NSDL e-Voting system.

• How to cast your vote electronically on NSDL e-Voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle

• 1. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
• 1. Upon confirmation, the message “Vote cast successfully” will be displayed. 5. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

• Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to sahibchauhan@gmail.com with a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories/ company for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to cosecretary@pixtrans.com

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to to cosecretary@pixtrans.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

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1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

2. Members holding shares in Demat form are hereby informed that bank particulars registered with their respective Depository Participant(s), with whom they maintain their Demat accounts; will be used by the Company for payment of dividend. The Company or its Registrar cannot act on any request received directly from the Members holding shares in Demat form for any change in bank particulars. Members holding shares in Demat form are requested to intimate any change in their address and/or bank mandate to their Depository Participants immediately.

3. Members holding shares in physical form are requested to intimate any change of address and/or bank mandate to M/s. Link Intime India Private Limited the registrar and share transfer agent of the Company immediately.

4. Pursuant to the provisions of Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amount lying with companies) Rules 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31/03/2020 on the website of the Company (www.pixtrans.com), as also on the website of the Ministry of Corporate Affairs.

5. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company or e-mail at cosecretary@pixtrans.com at least one week in advance before the meeting, so as to enable the management to keep the information ready.

6. The route map showing directions to reach the venue of the Thirty Ninth AGM is annexed with attendance slip.

7. The results declared along with the Scrutinizer’s Report shall be placed on the website of the Company www.pixtrans.com and on the website of NSDL www. evotingindia.com immediately. The results will also be communicated to BSE Limited, where the shares of the Company are listed.

8. Additional information on directors recommended for appointment/ re-appointment as required under Regulation 36 of the SEBI (LODR) Regulation, 2015.

1. Name of the Director : Mr. Rishipal Sethi

Mr. Rishipal Sethi, B.Sc (Electrical Engineering) from an Ivy League University in the US, aged 48, with over 26 years work experience has been instrumental in establishing and running the overseas ventures of PIX. He continues to contribute to the Company by overseeing Sales and Marketing in key Export markets, as well as establishing and sustaining best practices across functions in the PIX group of Companies.

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

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

2. Name of the Director : Ms. Shirley Paul

Ms. Shirley Paul, 65, is MA in Economics, as a Whole-time Director she looks after business development in domestic and export markets, she has over 42 years of industry experience.

Ms. Shirley Paul is relative of Mr. Joe Paul, who is Executive Director of the Company.

Ms. Shirley Paul doesn’t hold any Directorship/Membership of any other listed entities/committees of the board.

3. Name of the Director : Mr. Karanpal Sethi

Mr. Karanpal Sethi, B.Sc. (Finance & Accounting), USA, aged 35 years has more than 15 years of professional experience in the Mechanical and Fluid Power Transmissions industry.

Mr. Karanpal Sethi’s primary activities include monitoring the financial performance of the Company strategic planning, risk management as well as overseeing the financial operations of our subsidiary companies. Armed with a global perspective, Mr. Karanpal Sethi is instrumental in ensuring that the best financial practices are followed throughout the entire PIX Group.

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

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

4. Name of the Director :Mr. Amarpal Sethi

Mr. Amarpal Sethi, I. Sc., age 71 years, with more than 50 years of manufacturing experience and knowhow in the field of mechanical power transmission. By virtue of his intricate knowledge of the technical 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 necessary infrastructure to achieve the same.

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

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

5. Name of the Director : Mr. Sukhpal Singh Sethi

Mr. Sukhpal Singh Sethi, I. Sc., aged 79 years, has more than 62 years working experience in professionally managed several companies engaged in the Automotive and manufacturing industries. His long standing experience and knowledge is invaluable to the company. Mr. Sukhpal Singh Sethi

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has successfully and in sustained way contributed significantly toward the improvement and growth of the company.

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

Mr. Sukhpal Singh Sethi is the member of Stakeholders Relationship Committee of the company and doesn’t hold any Directorship/Membership of any other listed entities/committees of the board.

6. Name of the Director : Mr. Sonepal Sethi

Mr. Sonepal Sethi, B.Sc. Grad PRI (UK) aged 55 years with more than 33 years working experience in professionally managed company engaged in automobile industry. His long standing experience in automobile industry is useful to the company. Mr. Sonepal Sethi has successfully and in sustained way contributed significantly towards improvement and growth of the company.

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

Mr. Sonepal Sethi is the member of Stakeholders Relationship Committee of the company and doesn’t hold any Directorship/Membership of any other listed entities/committees of the board.

7. Name of the Director : Mr. Joe Paul

Mr. Joe Paul, B.Com, MIRPM, aged 59 years has over 40 years of industry experience, Mr. Joe Paul looks after factory management and HR of the company.

Mr. Joe Paul is relative of Ms. Shirley Paul, who is Executive Director of the Company.

Mr. Joe Paul is the member of Corporate Social Responsibility & Governance Committee of the company and doesn’t hold any Directorship/Membership of any other listed entities/committees of the board.

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

The following explanatory statement sets out all material facts relating to various Business including Special Business of the accompanying Notice of the Annual General Meeting to be held on 18th August 2021.

ITEM NO. 6 to 10 RE-APPOINTMENT OF EXECUTIVE DIRECTORS:

At the 36th Annual General Meeting of the company held on 19th September, 2018, the members of the company had re-appointed Mr. Amarpal Sethi, Mr. Sukhpal Singh Sethi, Mr. Sonepal Sethi, Mr. Karanpal Sethi and Mr. Joe Paul as Executive Directors for a period of three years commencing on and from 1st April, 2018 to 31st March, 2021

The Board of Directors of the Company at its meeting held on 12th February, 2021 on due

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recommendation of the Nomination and Remuneration Committee held on same day re-appointed and fixed the maximum remuneration payable by way of salary to Mr. Amarpal Sethi, Mr. Sukhpal Singh Sethi, Mr. Sonepal Sethi, Mr. Karanpal Sethi and Mr. Joe Paul for a period of 3 (three) i.e. from 1st April 2021, to 31st March 2024.

Name of the Directors	Re-appointed as
Mr. Amarpal Sethi	Chairman & Managing Director
Mr. Sukhpal Singh Sethi	Whole-time Director
Mr. Sonepal Sethi	Joint Managing Director
Mr. Karanpal Sethi	Whole-time Director
Mr. Joe Paul	Whole-time Director

Mr. Amarpal Sethi aged 71 is being re-appointed as Chairman & Managing Director for a period of 3 years from 1st April, 2021 to 31st March,2024.

Mr. Sukhpal Singh aged 79 is being re-appointed as Whole time Director for a period of 3 years from 1st April, 2021 to 31st March,2024.

As per the requirements of schedule V1(c) of the Companies Act, 2013 if a Managing Director or Whole-time Director has attained the age of 70 years then his/her re-appointment/continuation needs to be approved by a special Resolution passed by the company in General Meeting otherwise Central Government approval is required. Therefore re-appointment of Mr. Amarpal Sethi and Mr. Sukhpal Singh Sethi will require approval of members by passing a Special Resolution.

As per the requirements of Schedule V Part II Section II (A) of the Companies Act 2013, the company is entitled to pay remuneration to the managerial personnel not exceeding the limit of Rs 120 Lacs based on effective capital of the company as minimum remuneration. As the company is proposed to pay remuneration to Mr. Amarpal Sethi, Mr. Sukhpal Singh Sethi, Mr. Sonepal Sethi, Mr. Karanpal Sethi and Mr. Joe Paul, which may exceed the limit mentioned in the above Schedule and therefore such payment of remuneration to the managerial personnel will require approval of members by passing a special Resolution for each of them.

Nature of duties:

Name of the Directors	No of years of Experience	Nature of Duties
Mr. Amarpal Sethi	50	Looks after overall operations and
		administration of the company
Mr. Sukhpal Singh Sethi	62	Looks after Administration
Mr. Sonepal Sethi	33	Looks after export sales, imports and raw
		material procurement.
Mr. Karanpal Sethi	15	Looks after Accounts & Finance.
Mr. Joe Paul	40	Looks after production, plant operations
		& Industrial relations.

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Remuneration:

The directors shall be entitled to the following emoluments, benefits and perquisites during the period of their employment :

Salary:

Name of the Directors	Salary Scale (Per month)
Mr. Amarpal Sethi	Rs 15.00 lacs to Rs 25.00 lacs
Mr. Sukhpal Singh Sethi	Rs 14.00 lacs to Rs 20.00 lacs
Mr. Sonepal Sethi	Rs 14.00 lacs to Rs 20.00 lacs
Mr. Joe Paul	Rs 10.00 lacs to Rs 15.00 lacs
Mr. Karanpal Sethi	Rs 14.00 lacs to Rs 20.00 lacs

Perquisites:

No change in the perquisites and other benefits payable.The perquisites and benefits would be as per resolution passed at the 36th Annual General Meeting of the Company. The perquisites payable to the executive directors would be as under.

Payment of Gratuity:

The company shall pay gratuity (15 days average salary for completed years of service) with applicable ceiling as per prevailing Gratuity law / rules

Ex-Gratia:

The company shall pay to the executive Director ex-gratia as per the policy of the company.

Other Perquisites:

Housing:

Furnished accommodation will be provided to the executive director by the company during the period of his association with the company

Car:

The company shall provide car for the office use together with petrol allowance and expenses.

Medical reimbursement:

The company shall allow reimbursement of medical expenses of the executive directors, spouse and dependent children

Leave salary:

The company shall pay one month leave salary for every 11 months of service.

Leave Travel concession:

The leave travel concession shall be allowed as per the policy of the company.

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Personal accident Insurance:

The Company shall pay premium of towards accident insurance of the executive Director as per the policy of the company.

Minimum Remuneration: Where in any financial year, the Company has no profits or its profits are inadequate, the remuneration payable will be in accordance with the provisions of Section II of Part II of Schedule V to the Companies Act, 2013, as may be amended from time to time.

In the event of any increase in the limits of the emoluments, benefits and perquisites payable in accordance with the laws, policies, rules, regulations or guidelines in force from time to time, the Company may, in its discretion, increase the remuneration payable to them, subject to obtaining such approvals as may be required.

Sitting Fees: No sitting fees will be paid to the appointees for attending the meeting of the Board of Directors or committee thereof of the Company.

Other Terms

• a. The Directors shall not become interested or otherwise be concerned directly or through their spouse and/or minor children in any selling agency of the Company without the prior approval of the Central Government.

• b. The Directors shall be entitled to re-imbursement of all actual traveling, lodging & boarding expenses and entertainment expenses reasonably incurred in connection with the business of the Company.

• c. The Directors shall observe secrecy with regard to information acquired by them in the course of their appointment and shall not use the same for their own purpose either during the currency of this agreement or thereafter.

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STATEMENT CONTAINING INFORMATION PURSUANT TO SECTION –II OF PART II OF SCHEDULE V TO THE COMPANIES ACT, 2013 IN RESPECT OF RESOLUTION SPECIFIED IN ITEM NO.6 FOR Mr. AMARPAL SETHI.

	General information
1.	Rubber and Rubber Products: The Company is engaged in the business of manufacturing of Rubber V Belts that are used in several industrial, agriculture and automotive applications. It is fastest emerging global leader in the field of mechanical power transmissions. Nature of industry
2.	Date or expected date of commencement of commercial production The company commenced its operation in 1981.
3.	In case of new companies, expected date of commencement of activities as per project approved by Financial Institution appearing in the prospectus Not applicable as the company is an existing company.
4.	Financial Performance based on given indicators Financial year 2020-21 (In Lakhs)<br>Previous year 2019-20<br>(In Lakhs)
	Total income 37,821.00 29,770.34
	Profit / (Loss) before tax 8,200.80 3,339.84
	Net profit after taxation 6,113.70 2,682,17
5.	Export performance and net foreign exchange earned FOB Value of Exports: (`In Lakhs) Financial Year F.Y. 2020-21 F.Y. 2019-20 F.Y. 2018-19 Amount 18,542.20 14,112.24 13,538.93
6.	Foreign investments or collaborators, if any. During the financial year 2020-21, the company did not undertake any new Foreign Investment or Collaboration.
	Information about Appointee
1.	Information about appointee Mr. Amarpal Sethi, I.sc, aged 71 years with more than Fifty years manufacturing experience and know-how in the field of mechanical power transmissions. By virtue of his intricate knowledge of the manufacturing process, he has been able to further streamline the company’s operations. Furthermore Mr. Amarpal Sethi has been instrumental in setting vision for the Company and creating the necessary infrastructure to achieve the same. He has been reappointed as Chairman and Managing Director of the company for three years effective from 1.4.2021 to 31.3.2024.

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	General information
2.	Salary in the scale of Rs 10.00 lacs to Rs 15.00 lacs per month for the period from 1.4.2018 till 31.03.2021 along with perquisites such as LTA, Medical Reimbursement, Ex-gratia and leave salary, Car, Contribution to PF and Gratuity, Housing, Personal Accident Insurance etc. Past remuneration
3.	Mr. Amarpal Sethi has introduced several initiatives across the Board that has helped to improve the efficiency of the Company, be it in the form of plant modernization. ERP implementation among others. The quality of the Company’s products is best in the world. Moreover the company has been recipient of several awards from the Ministry of Commerce on account of its stellar Export performance. Recognition or Awards
4.	Being the Chairman & Managing Director, Mr. Amarpal Sethi plays an active role in managing the affairs of the Company in accordance with the directive provided by Board of Directors of the Company. He has been working with the Company for Thirty Nine years in senior position, and has also been the Managing Director from the very beginning and is well suited to continue as Chairman & Managing Director, Since his appointment as Chairman & Managing Director, he has successfully overseen several expansion projects both backward and forward integration. Under his stewardship the Company has commissioned an state of art centralized mixing facility at Nagalwadi, Nagpur and world class plant for manufacturing transmissions belts equipped with sophisticated automated machinery. Job Profile and his Suitability
5.	Proposed Remuneration in the scale of Rs 15 lacs to Rs. 25 lacs per month along with perquisites such as LTA, Medical Reimbursement, Ex-gratia and leave salary Car, Contribution to PF and Gratuity, Housing, Personal Accident Insurance etc. Remuneration proposed
6.	The proposed remuneration is commensurate with the size and nature of business of the company and the huge responsibility the appointee has in carrying the activities of the Company. Given the size, complexity and nature of business, the remuneration proposed to be paid to the Chairman & Managing Director is in line with the other similar companies. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person
Except the payment of remuneration for his service as Chairman & Managing Director, as approved and detailed hereinabove, he has no other pecuniary relationship with the company. Mr. Amarpal Sethi is holding 1033029 equity shares in the company which is 7.58% of the total subscribed Equity Capital. 7. Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel, if any.

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Other Information

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• Not applicable

• 1. Reasons of loss or inadequate profit 2. Steps taken or proposed to be taken for Not applicable imporovement
• 1. Expected increase in profitability in profits in Not applicable measurability terms

STATEMENT CONTAINING INFORMATION PURSUANT TO SECTION –II OF PART II OF SCHEDULE V TO THE COMPANIES ACT, 2013 IN RESPECT OF RESOLUTION SPECIFIED IN ITEM NO.7 FOR MR SUKHPAL SINGH SETHI

General information

1. Nature of industry

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Rubber and Rubber Products:

	The Company is engaged in the business of manufacturing of Rubber V Belts that are used in several industrial, agriculture and automotive applications. It is fastest emerging global leader in the field of mechanical power transmissions.
2.	Date or expected date of commencement of commercial production The company commenced its operation in 1981.
3.	In case of new companies, expected date of commencement of activities as per project approved by Financial Institution appearing in the prospectus Not applicable as the company is an existing company.
4.	Financial Performance based on given indicators Financial year 2020-21 (In Lakhs)<br>Previous year 2019-20<br>(In Lakhs)
	Total income 37,821.00 29,770.34
	Profit / (Loss) before tax 8,200.80 3,339.84
	Net profit after taxation 6,113.70 2,682,17
5.	Export performance and net foreign exchange earned FOB Value of Exports: (`In Lakhs) Financial Year F.Y. 2020-21 F.Y. 2019-20 F.Y. 2018-19 Amount 18,542.20 14,112.24 13,538.93

1. Foreign investments or collaborators, if any.

During the financial year 2020-21, the company did not undertake any new Foreign Investment or Collaboration.

Information about Appointee

1. Information about appointee

Mr. Sukhpal Singh Sethi, I.sc, aged 79 years with more than sixty two years working experience in professionally managed company engaged in automobile industry. His long standing experience in automobile industry is useful to the company.

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	General information
1.	Information about appointee Mr.Sukhpal Singh Sethi has successfully and in sustained way contributed significantly towards improvement and growth of the company. He has been reappointed as Whole-time Director of the company for three years effective from 1.4.2021 to 31.3.2024.
2.	Past remuneration Salary in the scale of Rs 09.00 lacs to Rs 14.00 lacs per month for the period from 1.4.2018 till 31.03.2021 along with perquisites such as LTA, Medical Reimbursement, Ex-gratia and leave salary, Car, Contribution to PF and Gratuity, Housing, Personal Accident Insurance etc.
3.	Recognition or Awards Excels in administrative skills, his contributions has helped the company in cost-savings, which resulted in increased margins.
4.	Job Profile and his Suitability Being the Whole-time Director, he is overall in charge of the administration subject to superintendence control and direction of the Board of Directors of the Company. He has been working with the Company for Thirty nine years in senior position, and has also been the Whole- time Director from the very beginning and is well suited to continue as Whole-time Director.
5.	Remuneration proposed Proposed Remuneration in the scale of Rs 14.00 lacs to Rs 20.00 lacs per month along with perquisites such as LTA, Medical Reimbursement, Ex-gratia and leave salary Car, Contribution to PF and Gratuity, Housing, Personal Accident Insurance etc.
6.	Comparative remuneration profile with respect to industry, size of the company, profile of the position and person The proposed remuneration is commensurate with the size and nature of business of the company and the huge responsibility the appointee has in carrying the activities of the Company. Given the size, complexity and nature of business, the remuneration proposed to be paid to the Whole time Director is in line with the other similar companies.
7.	Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel, if any. Except the payment of remuneration for his service as Whole time Director, as approved and detailed hereinabove, he has no other pecuniary relationship with the company. Mr. Sukhpal SIngh Sethi is holding 864195 equity shares in the company which is 6.34% of the total subscribed Equity Capital.

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	Other Information
1.	Reasons of loss or inadequate profits Not applicable
2.	Steps taken or proposed to be taken for improvement: Not applicable
3.	Expected increase in profitability in profits in measurability terms Not applicable

STATEMENT CONTAINING INFORMATION PURSUANT TO SECTION –II OF PART II OF SCHEDULE V TO THE COMPANIES ACT, 2013 IN RESPECT OF RESOLUTION SPECIFIED IN ITEM NO.8 FOR Mr. SONEPAL SETHI

General information

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1.	Rubber and Rubber Products: The Company is engaged in the business of manufacturing of Rubber V Belts that are used in several industrial, agriculture and automotive applications. It is fastest emerging global leader in the field of mechanical power transmissions. Nature of industry
2.	Date or expected date of commencement of commercial production The company commenced its operation in 1981.
3.	In case of new companies, expected date of commencement of activities as per project approved by Financial Institution appearing in the prospectus Not applicable as the company is an existing company.
4.	Financial Performance based on given indicators Financial year 2020-21 (In Lakhs)<br>Previous year 2019-20<br>(In Lakhs)
	Total income 37,821.00 29,770.34
	Profit / (Loss) before tax 8,200.80 3,339.84
	Net profit after taxation 6,113.70 2,682,17
5.	Export performance and net foreign exchange earned FOB Value of Exports: (`In Lakhs) Financial Year F.Y. 2020-21 F.Y. 2019-20 F.Y. 2018-19 Amount 18,542.20 14,112.24 13,538.93
6.	Foreign investments or collaborators, if any. During the financial year 2020-21, the company did not undertake any new Foreign Investment or Collaboration.

Information about Appointee

1. Information about appointee

Mr. Sonepal Sethi, B.Sc. Grad PRI (UK) aged 55 years with more than Thirty two years working experience in professionally managed company engaged in automobile industry. His long standing experience in automobile industry is useful to the company.

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	General information
1.	Information about appointee Mr. Sonepal Sethi has successfully and in sustained way contributed significantly towards improvement and growth of the company. He has been reappointed as Joint Managing Director of the company for three years effective from 1.4.2021 to 31.3.2024.
2.	Past remuneration Salary in the scale of Rs 09.00 lacs to Rs 14.00 lacs per month for the period from 1.4.2018 till 31.03.2021 along with perquisites such as LTA, Medical Reimbursement, Ex-gratia and leave salary, Car, Contribution to PF and Gratuity, Housing, Personal Accident Insurance etc.
3.	Recognition or Awards Mr. Sonepal Sethi has introduced better methods of management in the purchase, procurement of materials and export sales. The company’s quality in the V belts products is best in the world. The company has been receiving best export award from the Ministry Of Commerce for the excellent performance in exports.
4.	Job Profile and his Suitability Being the Joint Managing Director, he is overall in charge of the affairs of export sales, purchase and procurement subject to superintendence control and direction of the Board of Directors of the Company. He has been working with the Company for Twenty Nine years in senior position, and has also been the joint Managing Director from the very beginning and is well suited to continue as Joint Managing Director, since his appointment as Joint Managing Director, he has successfully overseen several export sales, purchase and procurement of raw materials.
5.	Remuneration proposed Proposed Remuneration in the scale of Rs 14.00 lacs to Rs 20.00 lacs per month along with perquisites such as LTA, Medical Reimbursement, Ex-gratia and leave salary Car, Contribution to PF and Gratuity, Housing, Personal Accident Insurance etc.
6.	Comparative remuneration profile with respect to industry, size of the company, profile of the position and person The proposed remuneration is commensurate with the size and nature of business of the company and the huge responsibility the appointee has in carrying the activities of the Company. Given the size, complexity and nature of business, the remuneration proposed to be paid to the Joint Managing Director is in line with the other similar companies.
7.	Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel, if any. Except the payment of remuneration for his service as Joint Managing Director, as approved and detailed hereinabove, he has no other pecuniary relationship with the company. Mr. Sonepal Sethi is holding 1518800 equity shares in the company which is 11.15% of the total subscribed Equity Capital.

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	Other Information
1.	Reasons of loss or inadequate profits Not applicable
2.	Steps taken or proposed to be taken for improvement: Not applicable
3.	Expected increase in profitability in profits in measurability terms Not applicable

STATEMENT CONTAINING INFORMATION PURSUANT TO SECTION –II OF PART II OF SCHEDULE V TO THE COMPANIES ACT, 2013 IN RESPECT OF RESOLUTION SPECIFIED IN ITEM NO.9 FOR Mr. JOE PAUL

General information

1. Nature of industry

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Rubber and Rubber Products:

	The Company is engaged in the business of manufacturing of Rubber V Belts that are used in several industrial, agriculture and automotive applications. It is fastest emerging global leader in the field of mechanical power transmissions.
2.	Date or expected date of commencement of commercial production The company commenced its operation in 1981.
3.	In case of new companies, expected date of commencement of activities as per project approved by Financial Institution appearing in the prospectus Not applicable as the company is an existing company.
4.	Financial Performance based on given indicators Financial year 2020-21 (In Lakhs)<br>Previous year 2019-20<br>(In Lakhs)
	Total income 37,821.00 29,770.34
	Profit / (Loss) before tax 8,200.80 3,339.84
	Net profit after taxation 6,113.70 2,682,17
5.	Export performance and net foreign exchange earned FOB Value of Exports: (`In Lakhs) Financial Year F.Y. 2020-21 F.Y. 2019-20 F.Y. 2018-19 Amount 18,542.20 14,112.24 13,538.93
6.	Foreign investments or collaborators, if any. During the financial year 2020-21, the company did not undertake any new Foreign Investment or Collaboration.

Information about Appointee

1. Information about appointee

Mr. Joe Paul, B.Com. MIRPM aged 59 years with more than Forty years in factory management operations and human resource. By virtue of his intricate knowledge of the production process, factory management he has been able to further streamline the company’s

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	General information
1.	Information about appointee operations. Furthermore Mr. Joe Paul has been instrumental in setting vision for the Company and creating the necessary infrastructure to achieve the same. He has been reappointed as Whole time Director of the company for three years effective from 1.4.2021 to 31.3.2024.
2.	Past remuneration Salary in the scale of Rs 05.00 lacs to Rs 10.00 lacs per month for the period from 1.4.2018 till 31.03.2021 along with perquisites such as LTA, Medical Reimbursement, Ex-gratia and leave salary, Car, Contribution to PF and Gratuity, Housing, Personal Accident Insurance etc.
3.	Recognition or Awards Mr. Joe Paul has introduced several initiatives across the Board that has helped to improve the efficiency of the Company, be it in the form increase in turnover and profitability of the company and improvement in employee relationship and industrial relations.
4.	Job Profile and his Suitability Being the Whole time Director, Mr. Joe Paul plays an active role in managing the affairs of the Company in accordance with the directive provided by Board of Directors of the Company. He has been working with the Company for last 23 year in senior position, and has also been the Whole-time Director since last 15 years and is well suited to continue as Whole-time Director, Since his appointment as Whole-time Director, he has successfully achieved the production targets, factory management operations and maintained better employee relationship.
5.	Remuneration proposed Proposed Remuneration in the scale of Rs 10.00 lacs to Rs 15.00 lacs per month along with perquisites such as LTA, Medical Reimbursement, Ex-gratia and leave salary Car, Contribution to PF and Gratuity, Housing, Personal Accident Insurance etc.
6.	Comparative remuneration profile with respect to industry, size of the company, profile of the position and person The proposed remuneration is commensurate with the size and nature of business of the company and the huge responsibility the appointee has in carrying the activities of the Company. Given the size, complexity and nature of business, the remuneration proposed to be paid to the Whole time Director is in line with the other similar companies.
7.	Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel, if any. Except the payment of remuneration for his service as Whole time Director, as approved and detailed here in above, he has no other pecuniary relationship with the company. Mr. Joe Paul is holding 29561 equity shares in the company which is 0.22% of the total subscribed Equity Capital.

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	Other Information
1.	Reasons of loss or inadequate profits Not applicable
2.	Steps taken or proposed to be taken for improvement: Not applicable
3.	Expected increase in profitability in profits in measurability terms Not applicable

STATEMENT CONTAINING INFORMATION PURSUANT TO SECTION –II OF PART II OF SCHEDULE V TO THE COMPANIES ACT, 2013 IN RESPECT OF RESOLUTION SPECIFIED IN ITEM NO. 10 FOR Mr. KARANPAL SETHI

	General information
1.	Rubber and Rubber Products: The Company is engaged in the business of manufacturing of Rubber V Belts that are used in several industrial, agriculture and automotive applications. It is fastest emerging global leader in the field of mechanical power transmissions. Nature of industry
2.	Date or expected date of commencement of commercial production The company commenced its operation in 1981.
3.	In case of new companies, expected date of commencement of activities as per project approved by Financial Institution appearing in the prospectus Not applicable as the company is an existing company.
4.	Financial Performance based on given indicators Financial year 2020-21 (In Lakhs)<br>Previous year 2019-20<br>(In Lakhs)
	Total income 37,821.00 29,770.34
	Profit / (Loss) before tax 8,200.80 3,339.84
	Net profit after taxation 6,113.70 2,682,17
5.	Export performance and net foreign exchange earned FOB Value of Exports: (`In Lakhs) Financial Year F.Y. 2020-21 F.Y. 2019-20 F.Y. 2018-19 Amount 18,542.20 14,112.24 13,538.93
6.	Foreign investments or collaborators, if any. During the financial year 2020-21, the company did not undertake any new Foreign Investment or Collaboration.

Information about Appointee

1. Information about appointee

Mr. Karanpal Sethi, B. Sc (Finance& Accounts),USA, aged 35 years with more than Fifteen years working experience in professionally managed company engaged in automobile industry. His qualification and experience and professional approach is useful to the

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	General information
1.	Information about appointee company in achieving the targeted sales and profitability. He is young and energetic and his abilities and skills over the period of time will be helpful to the company growth and development. Mr. Karanpal Sethi has successfully and in sustained way contributed significantly towards improvement and growth of the company. He has been reappointed as Whole-time Director of the company for three years effective from 1.4.2021 to 31.3.2024.
2.	Past remuneration Salary in the scale of of Rs 09.00 lacs to Rs 14.00 lacs per month for the period from 1.4.2018 till 31.03.2021 along with perquisites such as LTA, Medical Reimbursement, Ex-gratia and leave salary, Car, Contribution to PF and Gratuity, Housing, Personal Accident Insurance etc.
3.	Recognition or Awards Mr. Karanpal Sethi has introduced several continual improvement initiatives across the organzation that has helped to improve the overall performance of the Company, resulting in an increase in turnover and profitability.
4.	Job Profile and his Suitability Being the Whole-time Director, he is overall in charge of the Finance and Accounts and legal and statutory compliances subject to superintendence control and direction of the Board of Directors of the Company. He has been working with the Company since last Fourteen years in senior position, and is well suited to continue as Whole-time Director.
5.	Remuneration proposed Proposed Remuneration in the scale of Rs 14.00 lacs to Rs 20.00 lacs per month along with perquisites such as LTA, Medical Reimbursement, Ex-gratia and leave salary Car, Contribution to PF and Gratuity, Housing, Personal Accident Insurance etc.
6.	Comparative remuneration profile with respect to industry, size of the company, profile of the position and person The proposed remuneration is commensurate with the size and nature of business of the company and the huge responsibility the appointee has in carrying the activities of the Company. Given the size, complexity and nature of business, the remuneration proposed to be paid to the Whole time Director is in line with the other similar companies.
7.	Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel, if any. Except the payment of remuneration for his service as Whole time Director, as approved and detailed hereinabove, he has no other pecuniary relationship with the company. Mr. Karanpal Sethi is holding 970805 equity shares in the company which is 7.13 % of the total subscribed Equity Capital.

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	Other Information
1.	Reasons of loss or inadequate profits Not applicable
2.	Steps taken or proposed to be taken for improvement: Not applicable
3.	Expected increase in profitability in profits in measurability terms Not applicable

ITEM NO 11 REVISION IN REMUNERATION OF MR. RISHIPAL SETHI

At the 38th Annual General Meeting of the company held on 30th September, 2020, the members of the company had re- appointed Mr. Rishipal Sethi (DIN: 00129304) as a Joint Managing Director for a period of three years commencing on and from 1st April, 2020 and ending on 31st March, 2023.

The Nomination and Remuneration Committee at their meeting held on 12/02/2021, recommended to increase the remuneration payable to Mr. Rishipal Sethi to bring the remuneration in line with overall structure applicable to the concerned industry. In pursuance of the recommendation received from remuneration committee, the Board of Directors at its meeting held on 12/02/2021 has determined and fixed the maximum of remuneration by way of salary payable to Mr. Rishipal Sethi for his remaining tenure of his office from 1st April 2021 to 31st March 2023.

The Remuneration and Perquisites payable to Mr. Rishipal Sethi are as follows:

Remuneration:

Mr. Rishipal Sethi shall with effect from 1st April, 2021 be entitled to emolument, benefits and perquisites as given in following paragraph during the period of his employment subject to the ceiling limit laid down in Section 197, 198 and Schedule V of the Companies Act, 2013.

Salary:

Rs 14.00 Lacs to Rs 20.00 per month.

Tenure: 1st April, 2021 to 31st March, 2023

Perquisites:

No change in the perquisites and other benefits payable to Mr. Rishipal Sethi. The perquisites and benefits would be as per resolution passed at the 38th Annual General Meeting of the Company.

The Board recommends the resolution at Item No 11 for approval of members.

Except Mr. Rishipal Sethi being Director and Mr. Amarpal Sethi, Mr. Sukhpal Sethi, Mr. Sonepal Sethi and Mr. Karanpal Sethi being relatives none of other directors/key managerial personnel and their relatives are in any way concerned or interested in this resolution.

ITEM NO 12 REVISION IN REMUNERATION OF MS. SHIRLEY PAUL

At the 38th Annual General Meeting of the company held on 30th September, 2020, the members of the company had re- appointed Ms. Shirley Paul (DIN: 06918198) as a Whole time Director for a period of three years commencing on and from 10th July, 2020 and ending on 9th July, 2023.

The Nomination and Remuneration Committee at their meeting held on 12/02/2021, recommended to increase the remuneration payable to Ms. Shirley Paul to bring the remuneration in line with overall structure applicable to the concerned industry. In pursuance of the recommendation received from remuneration committee, the Board of Directors at its meeting held on 12/02/2021 has determined and fixed the maximum of remuneration by way of salary payable to Ms. Shirley Paul for her remaining tenure of his office from 1st April 2021 to 9th July 2023.

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The Remuneration and Perquisites payable to Ms. Shirley Paul are as follows:

Remuneration:

Ms. Shirley Paul shall with effect from 1st April, 2021 be entitled to emolument, benefits and perquisites as given in following paragraph during the period of his employment subject to the ceiling limit laid down in Section 197, 198 and Schedule V of the Companies Act, 2013.

Salary:

Rs 10.00 to `15.00 Lacs per month. Tenure: 1st April, 2021 to 9th July, 2023

Perquisites:

No change in the perquisites and other benefits payable to Ms. Shirely Paul. The perquisites and benefits would be as per resolution passed at the 38th Annual General Meeting of the Company.

The Board recommends the resolution at Item No 12 for approval of members.

Except Ms. Shirley Paul being Director and Mr. Joe Paul, being relatives none of other directors/key managerial personnel and their relatives are in any way concerned or interested in this resolution.

ITEM NO 13 RETIREMENT BONUS TO EXECUTIVE DIRECTORS

The Nomination and Remuneration Committee at their meeting held on 12/02/2021, recommended the Retirement Bonus to Executive Directors on completion of their Fifteen years of continuous service in the organization. In pursuance of this recommendation received from remuneration committee, the Board of Directors at its meeting held on 25/06/2021 has approved the applicability of Retirement Bonus to Executive Directors subject to consent from members in general meeting.

The terms and conditions of Retirement Bonus are as under :

1. The Retirement Bonus shall be applicable to Executive Directors of the company.

2. It shall become applicable on the completion of 15 years of continuous service in the organization.

3. It shall be payable on retirement / Executive Director leaving the Company

4. The Retirement Bonus shall be calculated as under :

5. 30 days Gross salary per year for the number of years of service.

6. The Retirement Bonus shall be inclusive of applicable Gratuity.

7. The Retirement Bonus shall be paid along with other dues within 6 months of retirement / Executive Director leaving the Company

8. No ceiling shall apply to the Retirement Bonus.

9. Taxes as applicable shall be borne by the retiring Director / departing Director

The Board recommends the resolution at Item No 13 for approval of members.

Except Executive Directors none of other directors/key managerial personnel and their relatives are in any way concerned or interested in this resolution.

ITEM NO. 14 : Remuneration of Cost Auditors :

The Board of Directors at its meeting held on 25th June, 2021, on recommendation of the Audit Committee, has approved the appointment of M/s Manisha & Co, Cost Accountants, Nagpur, to conduct the audit of the cost records maintained by the company for the financial year 2021-22 at a remuneration of Rs 50,000/- (Rupees Fifty Thousand only) plus applicable taxes and reim-bursement of out of pocket expenses incurred by them during the course of audit.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies

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(Audit and Auditors) Rules, 2014, the remuneration payable to the cost Auditors has to be ratified by the members of the company. Accordingly, consent of the members is sought for passing an ordinary resolution as set out in item no. 11 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year 2021-22.

For and on behalf of the Board of Directors

Amarpal Sethi Chairman and Managing Director

Place: Mumbai Date: 25/06/2021

Annexure-1 to AGM Notice TDS Instructions on Dividend Distribution

1. Applicability :

• In Compliance with the Finance Act, 2020, for any dividend distribution to sharehold-ers on or after April 1, 2020 tax will be deducted at source (‘TDS’) by the Company. No TDS will be deducted for the exempted category of shareholders, provided they fur-nish the requisite documents with the Company’s Share Registrar & Transfer Agent (RTA) on or before ‘Cut-off date’.

2. Cut-off Date :

• 11th August 2021

3. Exempted Category :

• a. LIC/GIC/The New India Assurance Company Ltd / United India Insurance Company Ltd / The Oriental Insurance Company Limited / National Insurance Company Ltd and Other Insurance Companies in respect of any shares owned by it or in which it has full benefi-cial interest;

• b. Government; Reserve Bank of India; a corporation established by or under a Central Act which is, under any law for the time being in force, exempt from income-tax on its in-come; mutual funds;

• c. Any person for, or on behalf of, the New Pension System Trust referred to in section 10(44); Alternative Investment Fund (Category I&II) or any other exempted entity;

• d. Resident shareholders, furnishing valid Form 15G & Form 15H;

• e. In case of non-resident shareholders, no TDS shall be deducted subject to furnishing of valid selfattested documentary evidence like copy of registration, order or notification issued by the Indian Income Tax Authority.

4. Lower TDS / Withholding tax rates :

• a. In case of Resident shareholders: TDS shall be deducted at the rate prescribed in the Lower Tax Withholding Certificate issued by competent tax authority, if same is submitted with RTA before the cut-off date.

• b. In case of non-resident shareholders (excluding FII/FPI): TDS as per Income Tax Act or Tax Treaty rate, whichever is beneficial shall be applied provided the non-resident shareholder submits the following specified documents;

• i. Self-attested copy of PAN;

• ii. Self- attested copy of TRC for FY 2021-22, issued by the tax authority of the country of which shareholder is resident;

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iii. Self-declaration in Form 10F; and Self-declaration on ‘No-Permanent Establishment in India’, in the format provided in Annexure-2 of AGM Notice

5. TDS Rates for FY 2021-22 :

• I. Resident Shareholders

With PAN	Without PAN
10%	20%

II. Non-resident Shareholders

20% (Plus applicable Surcharge & Cess)

General Notes:

1. Tax rates that are applicable to shareholders depend upon their residential status and classifi-cation. All shareholders are thereby requested to update the residential status and category in their respective Demat accounts if the shareholding is in demat form or with Company’s RTA, if the shareholding is held in physical form, as may be applicable before the Cut-off date.

2. Application of any exemption from TDS/ lower / beneficial rate of tax is subject to submission of the requisite & valid documents with RTA before the cut-off date and also verification of the submitted documents by the Company. If the documents submitted by the shareholder are found incomplete or ambiguous, exemption/lower/beneficial rate of tax shall not be applied. Shareholders have option to claim refund of excess tax deducted from their respective Tax Authorities, in case the Company had deducted tax at source at higher rate due to non-submission / incom¬plete submission of documents with the RTA. No claim shall lie against the Company for such taxes deducted.

3. TDS certificates will be emailed to the shareholder’s registered email ID in due course. Share-holders can also view the credit of TDS in their respective Form 26AS.

4. In case of joint shareholders, the shareholder named first in the Register of Members shall furnish the requisite documents for claiming any beneficial tax rate applicability.

5. The referred documents can be submitted with Company’s RTA before the cut-off date by followings mode :

6. a. Online upload at https://linkintime.co.in/formsreg/submission-of-form-15g-15h.html

7. b. E-mail from your registered e-mail id to pixtaxexemption@linkintime.co.in

8. c. By post/courier to :

   • M/s. Link Intime India Private Limited

   • Unit : PIX TRANSMISSIONS LTD

   • C-101, 247 Park, L.B.S. Marg,

   • Vikhroli West,

   • Mumbai-400 083,

   • Maharashtra, India

Annexure-2 to AGM Notice Format of Declaration for No-Permanent Establishment in India

Date :

To, PIX Transmissions Ltd J-7, MIDC, Hingna Road Nagpur-440016 Maharashtra, India

Subject: Self-declaration for Indian Financial Year (FY) 2021-22 with respect to availment of tax treaty benefits in relation to receipt of dividend income from M/s PIX Transmissions Limited

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With reference to the captioned subject and in relation to the appropriate deduction of taxes on the dividend payable to me / us by PIX Transmissions Limited (“the Company”), I / We hereby declare as under:

1. I / We, ___ (full name of the shareholder),having Permanent Account Number (PAN) under the Indian Income tax Act, 1961 (‘the Act’) _ (mention PAN), and holding __(mention number of shares held) number of shares of the Company as on the record date. I / We am / are a tax resident of ____ (country name). A copy of the valid tax residency certificate for the period April 1, 2020 to March 31, 2021, is attached herewith.

2. I / We am / are tax resident of the __ (country name) as defined under Article __ of the tax treaty between India and _____ (‘the applicable tax treaty’). I / We am / are eligible to be governed by the provisions of the applicable tax treaty as modified by the “Multilateral Instrument (MLI)” and meet all the necessary conditions to avail the benefits under the applicable tax treaty.

3. I / We do not have any Permanent Establishment (‘PE’) or fixed base in India as construed under relevant Articles of the applicable tax treaty nor do we have any PE or business connection in India as construed under the relevant provisions of the Act.

4. As required to claim the benefits of the lower tax rate under the applicable tax treaty in relation to the dividend income to be received by me / us from the Company, I / We specifically confirm that I / We am / are the beneficial owner of the above referred equity shares of the Company and the dividend income receivable from the Company in relation to the said shares.

I / We further declare that I/ we have the right to use and enjoy the dividend received/ receivable from the above shares and such right is not constrained by any contractual and/ or legal obligation to pass on such dividend to another person.

• I / We specifically confirm that my affairs / affairs of _____(full name of the shareholder) were arranged such that the main purpose or the principal purpose thereof was not to obtain tax benefits available under the applicable tax treaty.

• Further, our claim for relief under the tax treaty is not restricted by application of Limitation of Benefit clause, if any, thereunder.

This declaration is valid for the period April 1, 2021 to March 31, 2022.

I / We confirm that the above is true to the best of our knowledge and I / We shall be solely responsible for any adverse income-tax consideration that may arise in India on the dividend income to be received from the Company.

For……………………………......................……………

Authorised Signatory

Name: Designation: Place:

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