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Menon Pistons Ltd.

BSE: 531727 Sector: Auto
NSE: N.A. ISIN Code: INE650G01029
BSE 00:00 | 20 May 44.70 0.60
(1.36%)
OPEN

44.10

HIGH

45.45

LOW

44.10

NSE 05:30 | 01 Jan Menon Pistons Ltd
OPEN 44.10
PREVIOUS CLOSE 44.10
VOLUME 14885
52-Week high 64.80
52-Week low 19.00
P/E 13.26
Mkt Cap.(Rs cr) 228
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 44.10
CLOSE 44.10
VOLUME 14885
52-Week high 64.80
52-Week low 19.00
P/E 13.26
Mkt Cap.(Rs cr) 228
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Menon Pistons Ltd. (MENONPISTONS) - Director Report

Company director report

To

The Members of

Menon Pistons Limited

The Directors' take pleasure in presenting the 44 Annual Report together with theaudited financial statements for the year ended 31 March 2021. The Management Discussionand Analysis Report have 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 is requiredin Directors' Report is clubbed elsewhere and has to be read as a part of Directors'Report.

FINANCIAL HIGHLIGHTS: (Rs. in Lakhs)
Particulars Current Year 2020-2021 Previous Year 2019-2020
Revenue from Operations (Net) 13710.94 11775.06
Other Income 58.62 42.92
Profit before Depreciation & Amortisation Expenses Finance 1752.23 1115.88
Cost and Tax
Less: Depreciation & Amortisation Expenses 526.80 533.15
Finance Cost 20.25 26.16
Profit Before Tax 1205.18 556.57
Less: Tax Expenses 311.62 117.99
Profit After Tax 893.56 438.58
Other Comprehensive Income (23.57) (12.92)
Total Comprehensive income 869.99 425.66
Balance of profit /loss for earlier years 4989.66 5304.57
Less: Transferred to General Reserve - -
Less: Dividend on Equity Shares (including Interim Dividend) - (612.00)
Less: Dividend Distribution Tax (including Interim Dividend) - (125.80)
Less: Net Impact on account of adoption of Ind AS-116 (Net of Tax) - (2.77)
Balance Carried Forward 5859.65 4989.66

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

While overall economic condition remains sluggish during the first quarter of the yeardue to outburst of Covid19 pandemic and lockdown during the entire month of April 2020affecting the first quarter performance.

The overall economy in the country started picking up from July 2020 onwards. Yourcompany grabbed this opportunity and started increasing turnover and profitability monthafter month with the support of our customers in India as well as in global market.

The company recorded steady growth despite our results are only for 11 months due tooutburst of Covid19 and frequent lockdowns in the country. In spite of all these pressingadverse conditions the company has achieved a turnover of Rs.137 Crores as against Rs.118Crores during the corresponding period of last year.

Profitability has also increased from Rs.5.56 crores to Rs.12.05 crores during thecurrent year.

The future impact of COVID -19 on the operations and financials of the Company dependson future developments that are uncertain and un-predictable. The company is continuouslymonitoring the economic conditions and has outlined certain measures to combat thepandemic situation and to minimize the impact on its business.

TRANSFER TO RESERVES:

The Board of Director of your Company has decided not to transfer any amount to thereserves for the year under review.

DIVIDEND:

The Board of Directors of your company after considering the company' performance andfinancial position recommended a final dividend of Re. 1/- (Rupees One only) per equityshare of Re. 1/- each (i.e. 100%). The total outgo amounts to Rs.51000000/- (RupeesFive Crore Ten Lacs only).

CHANGE IN NATURE OF BUSINESS IF ANY:

During the year there was no change in the nature of business of the Company

SHARE CAPITAL OF THE COMPANY:

The paid up equity share capital as on 31st March 2021 was Rs. 510 Lakhs. During theyear there was no public issue rights issue bonus issue or preferential issue etc. TheCompany has not issued shares with differential voting rights sweat equity shares nor hasit granted any stock options.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has no Subsidiary/Joint Ventures/Associate Companies. The Company also doesnot have any holding Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

CREDIT RATINGS:

The following table provides information of the credit rating of Menon Pistons Limitedfrom "CARE" ratings agency.

Facilities Amount (In Crores) Rating
Cash Credit facilities - Fund Based 15 CARE BBB+ (Stable)
Packing Credit facilities - Fund Based 01 CARE A2
Bank Guarantee facilities - Non Fund Based 01 CARE BBB+ (Stable)

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 Companies Act 2013 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.

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 the Company's website i.e. www.menonpistons.com. Pursuant to the provisionsof Section - 134 (3) (h) of the Companies Act 2013 the particulars of contracts orarrangements with related parties referred to in Section 188 (1) of the Companies Act2013 and prescribed in Form AOC-2 of the Companies (Accounts) Rules 2014 are appended asAnnexure - 2 to this report.

Related Party Transactions during the year have been disclosed as a part of FinancialStatements as required under Indian Accounting Standards issued by the Institute ofChartered Accountants of India. The approval of the members is sought by way of anordinary resolution for the further related party transactions which are at nd Arms Lengthand Ordinary Course of business at the 42 AGM as per provisions of Section 188 of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Appointment / Re-appointement

Mrs. Sadhana Zadbuke completed her term as an Independent director on 31 October 2020and Ms. Neha Marathe was appointed as an Independent Director w.e.f. 01 November 2020.Considering subject to approval of members of the Company in the 44 Annual GeneralMeeting.

Further Mr. Ramesh D. Dixit who retires by rotation at ensuing Annual General Meetingand being eligible offers himself for re-appointment.

b) Cessation

During the year one director is ceased from the office of the board of directors. Mrs.Sadhana Zadbuke an Independent Director completed her tenure on 31 October 2020.

c) Committees of the Board:

The Board of Directors have constituted committees in order to effectively cater itsduties towards diversified role under "the Act" and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations").

Details of the constitution terms of references of each committee and number ofmeetings attended by individual director etc. are provided in the Corporate GovernanceReport.

d) Policy on Director's Appointment and Remuneration:

The Policy of the Company on Director's Appointment and Remuneration including criteriafor determining qualifications positive attributes independence of the directors andother matters provided under Section 178 (3) of the Act and Listing Regulations adopted bythe Board and details of the remuneration paid to the Board of Directors are provided inthe Corporate Governance Report. We affirm that the remuneration paid to the Directors isas per the terms laid down in the Nomination and Remuneration Policy of the Company.

e) Board Performance Evaluation Mechanism:

Pursuant to the provisions of "the Act" and Listing Regulations the Boardhas carried out the annual performance evaluation. Details of the evaluation mechanism areprovided in the Corporate Governance Report. A meeting of Independent Directors was heldon 22 January 2021 for evaluation of Board performance.

f) Declarations from the 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 the Actand Listing Regulations.

g) Key Managerial Personnel:

The Key Managerial Personnel of the Company as per Section 2(51) and 203 of the Act areas follows as on 31 March 2021:

Mr. Sachin Menon Chairman & Managing Director
Mr. S B P Kulkarni CFO & Associate Vice President
Mr. Deepak Suryavanshi Company Secretary & Compliance Officer

NUMBER OF MEETINGS OF THE BOARD:

A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year Five (5) board meetings were convened and held the details of which are given inthe Corporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under "the Act" Secretarial Standards issued by the ICSI andListing Regulations.

PARTICULARS OF LOAN GUARANTEES INVESTMENTS:

Loans guarantees and investments covered under Section 186 of the Act form part of thenotes to the financial statements provided in this Annual Report. (Refer notes 2 and 8 ofthe financial statements)

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:

As per Regulation 34(2)(e) of Listing Regulations the Management Discussion andAnalysis Report and the Corporate Governance Report is appended as a part of AnnualReport. The Company has obtained a Certificate from the Statutory Auditors confirmingcompliance with conditions of the Code of Corporate Governance as stipulated in Schedule V(E) of Listing Regulations and the same forms part of this Annual Report.

WEBLINK FOR ANNUAL RETURN:

The copy of annual return will be placed on the website of the company i.e.www.menonpistons.com under

Investor Relations segment once the same is filed with Registrar of Companies. TheAnnual Return for the year 2019-20 has also been uploaded on the same link.

RISK MANAGEMENT:

Business risk evaluation and management is an ongoing process within the organization.The Company has a robust risk management framework to identify monitor and minimize risksas also identify business opportunities. As a process the risks associated with thebusiness are identified and prioritized based on severity likelihood and effectiveness ofcurrent detection. Such risks are reviewed by the Risk Management Committee on a quarterlybasis.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Board is responsible for establishing and maintaining adequate internal financialcontrol as per Section 134 of the Act. The Board has laid down policies and processes inrespect of internal financial controls and such internal financial controls were adequateand were operating effectively. The internal financial controls covered the policies andprocedures adopted by your Company for ensuring orderly and efficient conduct of businessincluding adherence to your Company's policies safeguarding of the assets of yourCompany prevention and detection of fraud and errors accuracy and completeness ofaccounting records and timely preparation of reliable financial information.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy which provides adequate safeguards againstvictimization of persons who may blow whistle. Protected disclosures can be made by awhistle blower through an email or dedicated telephone line or letter to the ManagingDirector of the Company or Letter to the Chairman of Audit Committee. Whistle BlowerPolicy may be accessed on the Company's website at the link:https://www.menonpistons.com/s/Vigil-mechanism-Whistle-blower-policy-MPL.DOCX.

We affirm that during the financial year 2020-21 no employee or director was deniedaccess to the Audit Committee.

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

The Company has constituted Internal Complaints Committee as required under Section 4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 comprising of senior executives of the Company during the year 2020-21 therewas no complaint received before the committee.

CODE OF CONDUCT COMPLIANCE:

A declaration signed by the Chairman & Managing Director affirming compliance withthe Company's Code of Conduct by the Directors and Senior Management for the financialyear 2020-21 as required by Schedule V (D) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is included in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act 2013 the Boardof Directors state that:

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

b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year31 March 2020 and of the profit of the company for that period;

c) the directors 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) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES:

The table containing the names and other particulars of employees in accordance withthe 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-3which forms part of this Report.

INDUSTRIAL RELATIONS:

During the year Industrial relations at the Company's plants continue to be cordial.The Company has taken initiative for safety of employees and implemented regular safetyimparted machine safety training wearing protective equipment etc.

AUDITORS:

a) STATUTORY AUDITORS:

The Statutory Auditors M/s. P G BHAGWAT LLP Chartered Accountants Pune (FRN-101118W/ W100682) were appointed for the period of 5 consecutive years at the 40th AGM of theCompany. The Companies Act 2013 was amended to remove the provisions related toratification of the Auditors and therefore there is no requirement of ratification ofAuditors of the Company.

No adverse remarks/comments/observations are made by the Statutory Auditors in theirreport for the year ended 31st March 2021.

During the year under review the Statutory Auditors had not reported any fraud underSection 143(12) of the Act therefore no detail is to be disclosed as required underSection 134 (3)(ca) of the Act.

b) INTERNAL AUDITOR:

Mr. Abhay Golwalkar Chartered Accountant Kolhapur was appointed to conduct theinternal audit of the Company for the financial year 2020-21 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 and 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 and accordinglyimplementation has been carried out by the process owners.

c) SECRETARIAL AUDITORS:

M/s. DVD & Associates Company Secretaries Pune was appointed to conduct theSecretarial Audit of the Company for the financial year 2020-21 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 2020-21 isappended which forms part of this Directors Report Annexure-4.

The Company has received the Annual Secretarial Compliance Report from M/s. DVD &Associates Company Secretaries Pune as per the provisions of Regulation 24A of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is appended whichforms part of this Directors Report as Annexure -5.

There are no qualifications reservations adverse remarks or disclaimers made by theSecretarial Auditors in their report.

d) COST AUDITORS:

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)Amendment Rules 2014 the cost audit records maintained by the Company in respect of itsmanufacturing activity is required to be audited. Your Directors had on therecommendation of the Audit Committee appointed M/s. C S Adawadkar & Co. CostAccountants Pune to audit the cost accounts of the company for the financial year 2021-22on a remuneration of Rs.1.50 Lakhs.

As required under the Act the remuneration payable to the cost auditor is required tobe placed before the members at a general meeting for their determination. Accordingly aresolution seeking member's determination for the remuneration payable to M/s. C SAdawadkar & Co. Cost Accountants Pune is included at Item No.4 of the noticeconvening the AGM. The Cost Audit Report does not contain any qualification reservationor adverse remark.

SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by The Institute ofCompany Secretaries of India (ICSI). The Company has devised proper systems to ensurecompliance with its provisions and is in compliance with the same.

CORPORATE SOCIAL RESPONSIBILITY POLICY AND ITS REPORT:

The Board of Directors of the Company has constituted the Corporate SocialResponsibility Committee (CSR Committee) as per the requirement of the Section 135 of"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 2020-21 the Company has contributed Rs. 2168311/- towards Corporate SocialResponsibility by way of contribution to eligible charitable institutions and Company hasspent for promotion of education health care poverty upliftment social welfare womenempowerment. The details as per the provisions of Rule 8 of the Companies (CorporateSocial Responsibility) Rules 2014 are annexed herewith as Annexure - 6.

ACKNOWLEDGMENT:

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
Sachin Menon
Place : Kolhapur Chairman & Managing Director
Date : 10.06.2021 DIN: 00134488

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