The Members of Menon Pistons Limited.
The Directors take pleasure in presenting the 41st Annual Report together with theaudited financial statements for the year ended 31st March 2018. The Management Discussionand Analysis Report has also been incorporated into this report.
Directors have tried to maintain coherence in disclosures and flow of the informationby clubbing required information topic-wise and thus certain information which isrequired in Directors Report is clubbed elsewhere and has to be read as a part ofDirectors' Report.
1. FINANCIAL SUMMARY / HIGHLIGHTS:
( h. in Lakhs )
| ||Current Year ||Previous Year |
|Particulars ||2017 -18 ||2016-2017 |
|Revenue from Operations (Net) and other income ||15096.89 ||15010.89 |
|Less:-Usual working expenses including Depreciation ||13911.79 ||13928.69 |
|Depreciation ||440.86 ||437.94 |
|Profit Before Tax (PBT) ||1185.10 ||1082.21 |
|Less:- Provision for Tax ||482.60 ||342.38 |
|Profit After Tax (PAT) ||702.50 ||739.83 |
|Other Comprehensive Income as per IND AS ||(16.85) ||(27.61) |
|Total Comprehensive income ||685.65 ||712.22 |
The above table is as per the IND AS and necessary reconciliation of the figures forthe last financial years were made according to the Standards. The Ministry of CorporateAffairs (MCA) on 16th February 2015 notified that IND AS are applicable to certain classof companies from 1st April 2016. IND AS is applicable to the Company w. e. f. 1st April2017.
The reconciliation and description of the effect of the transition from previous AS toIND AS has been set out
in the notes to accounts.
As per the provisions of Companies Act 2013 read with the notification issued on 30thMarch 2016 the proposed dividend do not form part of the Financial Statements but itforms a part of the notes and therefore the financial summary has been modifiedaccordingly.
2. STATE OF COMPANY'S AFFAIRS AND FUTURE
In spite of adverse market conditions the Company had achieved Rs.150.96 Croresturnover as compared to Rs. 150.10 Crores in the previous financial year. The Company istaking steps to perform better by overcoming the adverse market condition.
The reconciliation and description of the effect of the transition from previous AS toIND AS has been set out in the notes to accounts which has an effect of previous yearfigures.
3. CHANGE IN NATURE OF BUSINESS IF ANY:
During the year there was no change in the nature of business of the Company.
Your Directors have recommended a final dividend of Re. 0.60/- (Paise Sixty only) perequity share of Re. 1/- each. The total outgo for the current year amounts to Rs.30600000/- (Rupees Three Crores Six Lakhs only) and dividend distribution tax of Rs.6229000/- (Rupees Sixty Two Lacs Twenty Nine Thousand only).
5. TRANSFER TO RESERVES:
The Company does not transfer any amount to General Reserves. The Directors state thatthe transfer of General Reserves is a voluntary transfer as per the provisions ofCompanies Act 2013.
6. PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 ("the Act") and the Companies (Acceptance of Deposits)Rules 2014.
7. SHARE CAPITAL OF THE COMPANY:
The paid up equity share capital as on 31st March 2018 was Rs. 510 lakhs. During theperiod under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity.
8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company has made the necessary disclosures in this Report in terms of Section 134(3) of the "the Act" read with Rules 8 of the Companies (Accounts) Rules 2014.The Company has always strived to optimize energy consumption. Details of the same areprovided in Annexure '1'.
9.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions which were entered into during the financial year wereon an arm's length basis and in the ordinary course of business. All Related PartyTransactions are placed before the Audit Committee for their approval and to the Board asand when required.
The policy on Related Party Transactions as approved by the Board of directors isuploaded on t h e C o m p a n y ' s w e b s i t e i . e . www.menonpistons.com. Pursuantto the provisions of Section 134 (3) (h) of the Companies Act 2013 the particulars ofcontracts or arrangements with related parties referred to in Section 188(1) of theCompanies Act 2013 and prescribed in Form AOC - 2 of Companies (Accounts) Rules 2014are appended as Annexure '2' to this report. Related Party Transactions during theyear have been disclosed as a part of Financial Statements as required under IndianAccounting Standards issued by the Institute of Chartered Accountants of India.
10.DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:
The Company has no Subsidiary/Joint Ventures/Associate Companies.
11.SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the company and its future operations.
12. DIRECTORS AND KMP:
a) Committees of the Board :
The Board of Directors have constituted following committees in order to effectivelycater its duties towards diversified role under the "the Act" and Equity ListingAgreement with the Stock Exchanges and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 ("Listing Regulations"):-
* Audit Committee;
* Stakeholders Relationship Committee;
* Nomination and Remuneration Committee;
* Corporate Social Responsibility Committee. and
* Risk Management Committee (Voluntary Constitution);
b)Policy on Director's Appointment and
The Policy of the Company on Director's Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of thedirectors and other matters provided under Section 178 (3) of the Act and ListingRegulations adopted by the Board and details of the remuneration paid to the Board ofDirectors are provided in the Corporate Governance Report. We affirm that the remunerationpaid to the Directors is as per the terms laid down in the Nomination and RemunerationPolicy of the Company.
c) Board Performance Evaluation Mechanism :
Pursuant to the provisions of the "the Act" and Listing Regulations theBoard has carried out the annual performance evaluation. Details of the evaluationmechanism are provided in the Corporate Governance Report. d) Declarations from theIndependent 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 the Actand Listing Regulations.
13.NUMBER OF MEETINGS OF THE BOARD:
A calendar of meetings is prepared and circulated
in advance to the Directors. During the year Four
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy which provides adequate safeguards againstvictimization of persons who may blow whistle. In addition the Company also hasconstituted Internal Complaints Committee (under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013) comprising of seniorexecutives of the Company. Protected disclosures can be made by a whistle blower throughan email or dedicated telephone line or letter to the Managing Director of the Company orLetter to the Chairman of Audit Committee. Whistle Blower Policy may be accessed on theCompany's website at the link: 'www.menonpistons.com'.
During the year 2017 18 there was no complaints
21. CODE OF CONDUCT COMPLIANCE:
A declaration signed by the Managing Director affirming compliance with the Company'sCode of Conduct by the Directors and Senior Management for the Financial Year 2017-18 asrequired by Schedule V (D) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 is included in the Corporate Governance Report.
22. DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of the provisions of Section 134 (5) of the "the Act" yourDirectors make the following statement:
a) that in the preparation of the annual accounts for the year ended 31st March 2018the applicable accounting standards have been followed and b) that the Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as on 31st March 2018 and of the profit for the period April 12017 to March 31 2018;
c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the "the Act"for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) that the Directors have prepared the annual accounts on a going concern basis;
e) that the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively during the year; and
f) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
23. PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in accordancewith the provisions of Section 197 (12) of the Act read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure'4' which forms part of this Report.
24. INDUSTRIAL RELATIONS:
Industrial relations at the Company's plants continue to be cordial.
a) STATUTORY AUDITORS:
The Statutory Auditors M/s. P G Bhagwat Chartered Accountants Pune (Firmregistration no. 101118W) were appointed for the period of 5 consecutive years at theprevious i.e. 40th Annual General Meeting of the Company. The Company hereby ratifies theappointment of M/s. P G Bhagwat Chartered Accountants as the statutory Auditors of theCompany to hold office from the conclusion of this 41st Annual General Meeting (AGM) toexamine and audit the accounts of the Company for the financial year 2018-19 at suchremuneration as may be mutually agreed between the Board of Directors of the Company andthe Auditors."
The reply to the remarks of the Statutory Auditors and Secretarial Auditors is given ina separate Annexure.
b) INTERNAL AUDITOR:
Mr. Abhay Golwalkar Chartered Accountant Kolhapur was appointed to conduct theinternal audit of the Company for the Financial Year 2017-18 as required under Section138 of the Act 2013 and the Companies (Accounts) Rules 2014.
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined. To maintain its objectivity and independence the Internal Auditor reports to theChairman of the Audit Committee of the Board & also to the Managing Director. Based onthe report of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board andaccordingly implementation has been carried out by the process owners.
c) SECRETARIAL AUDITOR:
M/s. DVD and Associates Company Secretaries Pune was appointed to conduct thesecretarial audit of the Company for the Financial Year 2017-18 as required under Section204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. The Secretarial Audit Report in Form MR-3 for
Financial Year 2017-18 is appended which forms part of this Directors Report as Annexure'5'. The
Secretarial Audit Report contains remarks in respect of filing of forms and transfer ofshares to IEPF as well as dematerialization of shares of the promoters. The company andpromoters are in process of complying with the same.
d) COST AUDITORS:
Pursuant to Section 148 of the "the Act" read with
the Companies (Cost Records and Audit)
Amendment Rules 2014 the cost audit records maintained by the Company in respect ofits manufacturing activity is required to be audited. Your Directors had on therecommendation of the Audit Committee appointed M/s. C S Adawadkar & Co. PracticingCost Accountants Pune to audit the cost accounts of the Company for the Financial Year2017-18 on a remuneration of Rs.1.50 Lakhs.
As required under the "the Act" the remuneration payable to the cost auditoris required to be placed before the Members at a general meeting for their determination.Accordingly a Resolution seeking Member's determination for the remuneration payable toM/s. C S Adawadkar & Co. Practicing Cost Accountants Pune is included at Item No.5of the Notice convening the Annual General Meeting. The Cost Audit Report does not containany qualification reservation or adverse remark.
26. SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards issued by The Institute ofCompany Secretaries of India (ICSI). The intervening gap between the meetings was withinthe period prescribed under the "the Act" Secretarial Standards issued by theInstitute of Company Secretaries of India and Listing Regulations except 1st Meeting ofthe quarter of the financial year which was held on 122nd day from the previous meetingdue to unavailability of Directors.
27.CORPORATE SOCIAL RESPONSIBILITY POLICY
AND ITS REPORT:
TThe Board of Directors of the Company has constituted the Corporate SocialResponsibility Committee (CSR Committee) as per the requirement of the Section 135 of the"the Act" read with the Companies (Corporate Social Responsibility Policy)Rules 2014. The said Committee has formulated the CSR Policy indicating the activities tobe undertaken by the Company monitoring the implementation of the frame work of the CSRPolicy and recommending the amount to be spent on CSR activities. Additionally the CSRPolicy has been uploaded on the website of the Company at www.menonpistons.com. During theyear 2017-18 the Company has contributed Rs.1663544/- towards Corporate SocialResponsibility by way of donation to eligible charitable institutions and company hasspent for promotion of education poverty upliftment encouragement of Sports medicalfacility to economically poor families. The details as per the provisions of Rule 8 ofCompanies (Corporate Social Responsibility) Rules 2014 are annexed herewith as Annexure'6'
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||By Order of the Board |
| ||For Menon Pistons Limited |
|Place : Kolhapur ||Sachin Menon |
| ||Chairman & Managing Director |
|Date : 18.05.2018 ||DIN: 00134488 |