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Menon Bearings Ltd.

BSE: 523828 Sector: Engineering
NSE: MENONBE ISIN Code: INE071D01033
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OPEN 73.00
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VOLUME 4929
52-Week high 88.30
52-Week low 37.50
P/E 17.39
Mkt Cap.(Rs cr) 404
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 73.00
CLOSE 72.40
VOLUME 4929
52-Week high 88.30
52-Week low 37.50
P/E 17.39
Mkt Cap.(Rs cr) 404
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Menon Bearings Ltd. (MENONBE) - Director Report

Company director report

To The Members Your Directors feel great pleasure in presenting the 30 Annual Reportof your Company along with the Audited Financial Statements for the financial year ended31 March 2021.

FINANCIAL HIGHLIGHTS :

(Rs. in lakhs)

Particulars For the Financial Year ended 31 March 2021 For the Financial Year ended 31 March 2020
1 Total Revenue (Net) 15090.09 14035.59
2 Profit before Depreciation & Amortization Expenses Finance Cost and Tax 3592.63 3105.16
3 Less : Depreciation and Amortization Expenses 748.37 687.80
Finance Cost 357.09 456.69
4 Profit before Tax 2487.17 1960.67
5 Less: Provision for Tax 607.17 520.87
6 Profit after Tax 1880.00 1439.80
Other Comprehensive Income 11.64 3.47
7 Balance of Profit as per last Balance Sheet 7206.18 7524.11
8 Balance Available for Appropriation 9097.83 8967.39
9 Bonus Shares issued - -
10 Rate of paid Dividend 150% 250%
11 Dividend Paid 840.60 1401.00
12 Tax on Dividend - 285.21
13 Transfer to General Reserve 75.00 75.00
14 Balance of Profit carried to Balance Sheet 8182.23 7206.18

COVID-19 PANDEMIC:

The COVID-19 pandemic has emerged as a global challenge creating disruption across theworld. After ensuring compliance with all the safety measures directed by the CentralGovernment State Government and local administrations like social distancing andmaintaining hygiene the Company resumed it's operationsfrom 5 May 2020 with thepermission from District Administration after the lockdown. The situation created byCovid-19 continues to hold some uncertainties for the future; however the Board and theManagement will do it's best to address the same as the situation evolves in theinterests of all the stakeholders of the Company.

REVIEW OF OPERATIONS:

The Company is engaged in the business of manufacturing of "Auto Components".During the financial year under review the Company has registered a turnover of Rs.14786.70 Lakhs (previous year Rs. 13609.34 Lakhs) and Net Profit after Tax ofRs. 1880.00 Lakhs (previous year 1439.80 Lakhs). DIVIDEND: TheCompany's overall performance during the financial year under review was satisfactory.Based on the performance the Company declared payment of interim dividend @ Rs. 1.50 perEquity Share (previous year interim dividend of Rs. 2.50 per Equity Share) being 150% ofthe paid up Equity Share Capital of the Company st for the financial year ended on 31March 2021.Considering current market scenario and pandemic conditions to conserveresources your Directors are not recommending payment of any further dividend for thefinancial st year ended 31 March 2021 and the interim dividend already paid may be takenas final dividend for the financial year under review.

SHARE CAPITAL OF THE COMPANY:

During the financial year under review there was no change in the paid up sharecapital of the Company. As on st 31 March 2021 the paid up share capital of the Companywas Rs. 56040000/- divided into 56040000 equity shares of Re. 1/- each.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business activities of the Company during thefinancial year under review.

RESERVES:

During the financial year under review Rs. 75 Lakhs (previous year Rs. 75 Lakhs) weretransferred to the General Reserve.

SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiary associate or joint venture companies.

PUBLIC DEPOSITS:

During the financial year under review the Company has not accepted or renewed anydeposits from public within the meaning of Sections 73 and 76 of the Companies Act 2013("the Act") read with Companies (Acceptance of Deposits) Rules 2014.

ANNUAL RETURN:

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act 2013the copy of Annual st Return as on 31 March 2021 will be placed on the website of theCompany and can be accessed athttps://menonbearings.in/investor-relations/investorinformation

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 and Articles of Association of theCompany Mr. Arun Aradhye (DIN:03052587) Whole Time Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible has offered himself forre-appointment and your Board recommends his reappointment.

b) Appointment

During the financial year under review the Board of Directors of the Company uponrecommendation of the Nomination and Remuneration Committee appointed Mr. M. L. Shinde(DIN: 07417527) as an Additional thIndependent Non-Executive Director of the Company fora period of five years w.e.f. 9 February 2021 to 8 February 2026 subject to approval ofshareholders at the ensuing Annual General Meeting. The Company has received a notice inwriting from a member of the Company pursuant to the provisions of Section 160 of the Actproposing his candidature for the office of Director of the Company. Your Board recommendshis appointment. Further in the opinion of the Board Mr. M. L. Shinde is a person ofintegrity and possesses relevant expertise and experience and thus qualify to be appointedas an Independent Director of the Company. Further as required under Section 150(1) ofthe Act read with Rule 6(1) of Companies (Appointment and Qualifications of Directors)Rules 2014 Mr. M. L. Shinde has registered himself as an Independent Director in theindependent director data bank. As per the proviso to Rule 6(4) of Companies (Appointmentand Qualifications of Directors) Rules 2014 Mr. M. L. Shinde is not required to passonline proficiency self-assessment test as he has served as a Director for a total periodof not less than three years as on the date of inclusion of his name in the data bank.

c) Cessation

The term of Mr. M. L. Shinde (DIN: 07417527) as Independent Non-Executive Director ofthe Company whowas appointed as such for a term of 5 (Five)years w.e.f. 29 January 2016completed on the close of business thhours on 28 January 2021 and accordingly Mr. M. L.Shinde ceased to be director of the Company w.e.f. 28 January 2021. The Board places onrecord its sincere appreciation for the valuable contribution made by him during histenure as an Independent Director of the Company.

d) Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and pursuant to Regulation 25 of the saidRegulations that they are not aware of any circumstance or situation which exist or maybe reasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgment and without any external influence. TheIndependent Directors have also confirmed that they have complied with Schedule IV of theAct and the Company's Code of Conduct. Further the Independent Directors have alsosubmitted their declaration in compliance with the provision of Rule 6(3) of Companies(Appointment and Qualification of Directors) Rules 2014 which mandated the inclusion ofan Independent Director's name in the data bank of Indian Institute of Corporate Affairs("IICA") for a period of one year or five years or life time till they continueto hold the office of an Independent Director. None of the directors of your Company aredisqualified under the provisions of Section 164(2) of the Act. Your directors have madenecessary disclosures as required under various provisions of the Act and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and in the opinion ofthe Board all the Independent Directors are persons of integrity and possesses relevantexpertise and experience.

e)Number of Directors

As per Regulation 17(c) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company is required to appoint minimum six (6) directors includingone woman director on its Board. At present your Company has seven directors consisting offour Independent Directors including a woman Director and three Executive Directors.

f) Annual Performance and Board Evaluation

The Board has devised a policy pursuant to the applicable provisions of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 for performance evaluation of the Chairman Board and Individual directors(including Independent directors) and Committees which includes criteria for performanceevaluation of Non-executive directors and executive directors. The Board has devisedquestionnaire to evaluate the performances of Board Board Committees and individualDirectors and Chairperson. The Chairmen of respective Board Committees shared the reporton evaluation with the respective Committee members. The performance of each Committee wasevaluated by the Board based on report on evaluation received from respective BoardCommittees. The reports on performance evaluation of the individual directors werereviewed by the Chairman of the Board. The evaluation framework for assessing theperformance of directors comprises of the following key areas:

I. Attendance at Board Meetings and Committee Meetings;

ii. Quality of contribution to the deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement. In a separate meeting of Independent Directors performance of non-independentdirectors the Board as a whole and Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.

g) Key Managerial Personnel

The details of Key Managerial Personnel of the Company are as follows:

Name of the Director Designation
1 Mr. Nitin Menon Executive Chairman
2 Mr. R. D. Dixit Managing Director
3 Mr. Arun Aradhye Whole Time Director & Chief Financial Officer
4 Mr. Suraj Patil Company Secretary and Compliance Officer ( upto 13 August 2020)
5 Ms. Neha Harolikar Company Secretary and Compliance Officer ( w.e.f. 14 August 2020)

Apart from the above no other Director or KMP were appointed or retired or resignedduring financial year st ended 31 March 2021. Brief resume of the directors proposed tobe appointed / re-appointed or to whose remuneration is to be approved as stipulated underRegulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations2015 and Secretarial Standard 2 on General Meetings is given in the Notice convening the30 Annual General Meeting of the Company.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / businesspolicies and strategy apart from other Board business. A tentative annual calendar of theBoard and Committee meetings is informed to the directors in advance to facilitate them toplan their schedule accordingly and to ensure meaningful participation in the meetings.However in case of special or urgent business need the Board's approval is taken bypassing resolutions through circulation as permitted by law which are noted in thesubsequent meeting of the Board of Directors. The notice of meeting of the Board ofDirectors and Committees are given well in advance to all the Directors of the Company.Usually meetings of the Board are held in Kolhapur Maharashtra. The agenda of the Board/ Committee meetings are circulated at least 7 days prior to the date of the meeting. Theagenda for the Board and Committee meetings includes detailed notes on the items to bediscussed at the meeting to enable the directors make informed decisions. During thefinancial year under review the Board of Directors met 4(Four) times the details ofwhich are given in the Report on Corporate Governance forming part of this report. Theintervening gap between two consecutive meetings was within the period prescribed underthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134 (3) readwith Section 134 (5) of the Companies Act 2013 state that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the st Company at the end of the financial year 31 March 2021and of the profit of the company for that period;

c. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF THE BOARD:

In accordance with the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has constitutedfour committees of the Board namely:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee and

4. Corporate Social Responsibility Committee

Details of all the Committees along with their charters composition and meetings heldduring the financial year under review are provided in the Report on Corporate Governanceforming part of this Annual Report.

AUDIT COMMITTEE:

The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. During the financial year under review the AuditCommittee was reconstituted by appointing Mr. Arun Aradhye Whole Time Director and ChiefFinancial Officer and Mr. Santosh Prabhu Independent Director of thend Company as itsmembers with effect from 29 July 2020 and 22 October 2020 respectively. Due tocompletion of term of Mr. M. L. Shinde as an Independent Director of the Company witheffect from the closureof office hours on 28 January 2021 the Audit Committee wasreconstituted by ceasing of Mr. M. L. Shinde andMr. Arun Aradhye as members of the AuditCommittee with effect from 27 January 2021. The Audit Committee was reconstituted againby appointing Mr. M. L. Shinde Independent Director and Mr. Arun Aradhye WholeTimeDirector and Chief Financial Officer of the Company as its members with effect from 15February 2021 . st As on 31 March 2021 the Audit Committee comprised of Mr. M. L.Shinde Mr. R. D. Dixit Mr. Gajendra Vasa Mrs. Kailash A.Nevagi Mr. Arun Aradhye andMr. Santosh Prabhu as its members. Mr. M. L. Shinde is the Chairman of Audit Committee andthe Company Secretary and Compliance Officer of the Company acts as the Secretary to theAudit Committee. The Audit Committee of the Company reviews the reports to be submitted tothe Board of Directors with respect to auditing and accounting matters. It also supervisesthe Company's internal control and financial reporting process and vigil mechanism. Allthe recommendations made by the Audit Committee were accepted by the Board of Directors ofthe Company.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has adopted Vigil Mechanism / Whistle Blower Policy as per the provisionsof Section 177 of Companies Act 2013 and Regulation 22 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 to deal with instances of fraud andmismanagement. It also provides adequate safeguards against victimization of directors oremployees or any other person who avail the mechanism and it provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The details of the VigilMechanism is explained in the Report on Corporate Governance and also posted on thewebsite of the Company athttps://static1.squarespace.com/static/54df3692e4b0d9caed7742ae/t/5d008ce9be4f020001580c21/1560317231963/Whistle+Blower+Policy.pdf We affirm that during the financial year under reviewno employee or director was denied access to the Chairman of the Audit Committee.

PARTICULARS OF EMPLOYEES:

The information as required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given in AnnexureI forming part of this report. The statement containing particulars of employees asrequired under section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in thisReport as Annexure II forming part of this report.

REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and onrecommendation of Nomination and Remuneration Committee the Board of Directors hasadopted a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy has been placed on the website of the Company and isavailable at https://menonbearings.in/investor-relations/corporategovernance.

STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 the thMembers of the Company in their 26 Annual General Meetingheld on 29 June 2017 appointed M/s. ARNA & Associates (FRN: 122293W) CharteredAccountants Kolhapur as the Statutory Auditors of the Company forst a term ofconsecutive 5 years i.e. from the conclusion of 26 Annual General Meeting till theconclusion of 31 st Annual General Meeting of the Company to be held for the financialyear ending 31 March 2022 subject to ratification by the members every year.Howeverafter the amendment in Section 139 of the Act effective 7 May 2018 ratification byshareholders every year for the appointment of the Statutory Auditors is no longerrequired accordingly they will hold office st st upto the conclusion of 31 Annual GeneralMeeting of the Company to be held for the financial year ending 31 March 2022. M/s. ARNA& Associates Chartered Accountants have furnished a certificate of their eligibilityunder Section 141 of the Act and the Companies (Audit and Auditors) Rules 2014confirming that they are eligible for continuance as Statutory Auditors of the Company.The Statutory Auditors' Report on the Audited Financial Statements of the Company for thefinancial year st ended 31 March 2021 forms part of this Annual Report. The StatutoryAuditors' report on the Audited Financial Statements for financial year ended 31 March2021 does not contain any qualifications reservations or adverse remarks or disclaimer.Further they have not reported any fraud as specified under the second proviso to Section143(12) of the Act.

COST AUDITORS:

As per the provisions of Section 148 of the Companies Act 2013 read with Companies(Audit and Auditors) Rules 2014 the Board of Directors of the Company has appointed M/s.C. S. Adawadkar & Co. Cost Accountants Pune (FRN: 100401) as Cost Auditors of theCompany to conduct audit of cost records for the Financial Year 2021-22 at a remunerationof Rs. 125000/- (Rupees One Lakh Twenty Five Thousand Only) plus taxes as applicableand out of pocket expenses on actual basis. A resolution seeking approval of the membersfor ratifying the remuneration payable to the Cost Auditors for Financial Year 2021-22 isprovided inthe Notice of the ensuing 30 Annual General Meeting.

COST RECORDS:

The Cost accounts and records as required to be maintained under Section 148 (1) of Actare duly made and maintained by the Company.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204(1) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed M/s. M Baldeva Associates Company Secretaries Thane to undertakeSecretarial Audit of the Company for the financial year st ended 31 March 2021. TheSecretarial Audit Report is annexed to this report as Annexure III and forms partof this report. With respect to observations made by the Secretarial Auditors in theirreport we would like to state as follows:

Observations Explanation of Board of Directors
1 Delay in filing of some e-forms with Registrar of the Companies Delay in filing of some e-forms with the Registrar of Companies was due to imposition of lockdown to contain spread of Covid -19 pandemic.
2 Non compliance of Regulation 18(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 regarding constitution of Audit Committee during the period from 29 July 2020 to 21 October 2020 The Company reconstituted the Audit Committee w.e.f. 21 October 2020 in compliance with the provisions of Regulation 18(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015; however the constitution of the Audit Committee was in compliance with the provisions of Section 177 of the Companies Act 2013 during the said period. Being aggrieved upon imposition of penalty by the BSE Ltd. and National Stock Exchange of India Ltd. the Company has filed necessary applications before them for refund of the penalties imposed.

Your Company always endeavor to comply with all the applicable rules and regulations.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Board on recommendation of the Audit Committeere-appointed Mr. Abhay Golwalkar Chartered Accountant Kolhapur as Internal Auditor ofthe Company. Internal Auditor submits his reports to the Audit Committee on quarterlybasis. Based on the report of internal auditor the management undertakes correctiveactions in their respective areas and thereby strengthens the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to Company's Policies safeguardingof assets prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures. TheAudit Committee evaluates the efficiency and adequacy of financial control system in theCompany its compliance with operating systems accounting procedures at all locations ofthe Company and strives to maintain the highest standard in Internal Financial Control.The Company has laid down a well-defined Risk Management Policy covering the risk mappingtrend analysis risk exposure potential impact and risk mitigation process. A detailedexercise is being carried out to identify evaluate manage and monitoring of bothbusiness and non-business risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the following havebeen made part of the Annual Report and are enclosed / annexed to this report:

Management Discussion and Analysis Report

Report on Corporate Governance

Declaration on compliance with Code of Conduct

Certificate from Practicing Company Secretary that none of the directors on the Boardof the Company has been debarred or disqualified from being appointed or continuing asdirectors of companies

Auditors' certificate regarding compliance of conditions of Corporate Governance

Business Responsibility Report

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:

Pursuant to the provisions of Section 135 of the Act read with Companies (CorporateSocial Responsibility) Rules 2014 the Company has constituted Corporate SocialResponsibility (CSR) Committee and has framed a policy on Corporate Social Responsibility.As part of its initiatives under CSR the Company has identified various projects. Theseprojects are in accordance with Schedule VII of the Companies Act 2013. The details asrequired under Rule 8 of Companies (Corporate Social Responsibility) Rules 2014 and TheCompanies (Corporate Social Responsibility Policy) Amendment Rules 2021 are annexed as AnnexureIV and forms part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financialyear under review with related parties were in the ordinary course of business and onarm's length basis and are reported in the Notes to Accounts on the Financial Statements.The details of material related party transactions as referred to in Section 188(1) of theCompanies Act 2013 in the prescribed Form AOC-2 under Companies (Accounts) Rules 2014are given in Annexure V and forms part of this report. In accordance with theprovisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has formulated the Related Party Transaction Policy and thesame is uploaded on the Company's website athttps://static1.squarespace.com/static/54df3692e4b0d9caed7742ae/t/5d008e42360cb400017e598d/1560317680147/Related+Party+Transaction+Policy.pdf

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTSRELATES AND THE DATE OF THE REPORT:

There have been no material changes or commitments affecting the financial position ofthe Company occurred between end of the financial year to which the financial statementsrelate and the date of this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of loans or guarantees given or investments made by the Company under theprovisions of Section 186 of the Companies Act 2013 are given under Notes to Accounts onthe Financial Statements forming part of this Annual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 125 of the Companies Act 2013 read with theIEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 ('the rules') allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Government of India which remained unpaid/unclaimed for seven years ormore. Further according to the said Rules the shares on which dividend remained unpaidor unclaimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority. Accordingly during the financialyear under review the Company transferred 9010 equity shares to the demat account of theIEPF Authority for which dividends remained unpaid/unclaimed for seven consecutive yearsor more. In terms of the provisions of Section 125 of the Companies Act 2013 read withInvestor Education and Protection Fund (Accounting Audit Transfer & Refund) Rules2016 during the financial year under review an amount of Rs.624578/- which remainedunpaid and unclaimed dividend for the financial year 2012-13 was transferred to the IEPFaccount. Further the unpaid and unclaimed dividend amount lying with the Company for thefinancial year 2013-14 is due to transfer to the IEPF in the month of August 2021.Thecomplete details of the same are available on the Company's website viz.https://menonbearings.in/investor-relations/investorinformation. The Board has appointedMr. Arun Aradhye Whole-Time Director and Chief Financial Officer of the Company st as theNodal officer effective from 21 October 2016 to ensure compliance with the IEPF Rules.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has constituted an Internal Complaint Committee as required under Section 4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. During the financial year under review no complaint was filed before the saidCommittee. No compliant was pending at the beginning or end of the financial year underreview.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to the provisions of Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 details regarding Conservation of EnergyTechnology absorption Foreign exchange earnings and outgo are given as in Annexure VIand forms part of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand your directors confirm compliance of the same during the financial year under review.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the financial year under review no application was made or proceeding initiatedagainst the Company under the Insolvency and Bankruptcy Code 2016 nor any such proceedingwas pending at the end of the financial year under review.

VALUATION OF ASSETS:

During the financial year under review there was no instance of one-time settlement ofloans / financial assistance taken from Banks or Financial Institutions hence the Companywas not required to carry out valuation of its assets for the said purpose.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude for the continued co-operationand patronage extended by the esteemed customers both in OEM and Replacement Marketsegments. The Directors would also like to place on record their sincere appreciation forthe continued co-operation guidance support and assistance extended during the financialyear under report by our bankers customers suppliers and Government agencies. The Boardof Directors wishes to express its appreciation for the valuable contribution made by theemployees at all levels during the year under report.

For and on behalf of the Board of Directors

of Menon Bearings Limited

Nitin Menon

Executive Chairman

DIN : 00692754

Place : Kolhapur

Date : 14 May 2021

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