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Directors Report of Menon Pistons Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 38th Annual Report together with the audited financial statements for the year ended March, 31, 2015. The Management Discussion and Analysis Report have also been incorporated into this report.

Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise, and thus certain information which is required in directors report is clubbed elsewhere and has to be read as a part of directors' report.

1. Financial summary / Highlights: ( Rs.in Lakhs ) Current Year Previous Year Particu|ars 2014-2015 2013-2014

Revenue from Operations(Net) and other income 14566.42 14,446.52

Less: Usual working Expenses 13299.50 13,728.04

Gross Profit 1266.91 718.48

Less: Depreciation 450.96 406.24

Profit Before Tax (PBT) 815.95 312.24

Less: Provision for Taxation 244.27 129.85

Profit After Tax (PAT) 571.68 182.40

Add:- Balance brought forward from previous year's accounts 3350.20 3,275.30

Less: Depreciation for earlier years 27.42 0.00

Balance Available for appropriation 3894.46 3,457.70

Less: Appropriations

- Proposed Equity Dividend 204.00 76.50

- Tax on Equity Dividends 34.66 13.00

- General Reserve 60.00 18.00

Balance of Profit carried to the next year's account 3595.80 3,350.20

Financial performance

During the year 2014-15 your company has made turnover of Rs 14566.42 Lakhs as compared to Rs. 14446.52 Lakhs during the previous financial year whereas profit after tax for the year is Rs. 571.68/- Lakhs as against Rs. 182.40/- Lakhs in the previous financial year.

Year Sales performance (Rs. Lacs)

2011 15066.90

2012 16705.90

2013 15441.70

2014 14446.50

2015 14566.40

Year PBT (Rs. Lacs)

2011 1301.50

2012 1518.49

2013 662.40

2014 312.24

2015 815.95

Year PAT (Rs. Lacs)

2011 877.23

2012 1001.55

2013 456.60

2014 182.40

2015 571.68

Year EPS (Rs. Lacs)

2011 17.20

2012 19.64

2013 8.95

2014 3.58

2015 11.21

2. DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs. 4/- (Rupees Four only ) per equity share of Rs. 10/- each. The total outgo for the current year amounts to Rs. 2,04,00,000/- (Rupees Two Crores Four Lakhs only) and dividend distribution tax of Rs. 34,66,980/- ( Rupees Thirty four Lakhs Sixty Six Thousand Nine Hundred and Eighty only) as against dividend Rs. 76,50,000/- (Rupees Seventy Six Lakhs fifty thousand only) and dividend distribution tax of Rs. 13,00,118/- (Thirteen Lakhs One Hundred and eighteen only) in the previous year.

The unclaimed dividend pertaining for the year ended March, 2007 was transferred to the Investor Education & Protection Fund after giving due notice to the Members. Company has complied with all the necessary compliances including filing of e-form 5INV with MCA. The Company proposes to transfer an amount of Rs. 60,00,000/- (Rupees Sixty lakhs only) to the General Reserves.

3. DIRECTORS AND KMP:

The details of Appointment, reappointment and retiring by rotation of Directors and Key Managerial Persons ( KMP) are included in Corporate Governance Report, and forms part of the directors report as 'annexure D'.

4. SEGMENT WISE AND PRODUCT-WISE OPERATIONAL PERFORMANCE

The details are given under Notes to Accounts of financial statements.

5. PARTICULARS OF LOAN, GUARANTEES, INVESTMENTS

The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 are given under Notes to Accounts of financial statements.

6. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013:

a. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. That such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2015 and of the profit of the Company for the year ended on that date;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the annual financial statements have been prepared on a going concern basis;

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. That the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

7. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Compliants Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

8. CORPORATE GOVERNANCE

As a listed Company necessary measures are taken to comply with provisions of the listing agreement entered with Bombay Stock Exchange and SEBI. The Report on Corporate Governance along with a certificate as stipulated confirming compliance with the conditions of Corporate Governance, the Managing Director's declaration as stipulated under the aforesaid Clause 49 and Management Discussion and Analysis Report forms part of the Annual Report.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION , FOREX EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure A".

10. COMPENSATION AND DISCLOSURE ANALYSIS

The Companies Act, listing agreement through various provisions require disclosure and analysis on executive, director's, KMP's and other employees' compensation. A separate disclosure containing all the information at one place is grouped under "Corporate Governance Report" and the said information forms part of director's report.

11. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

Pursuant to the provisions of Section 135 read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has formed Corporate Social Responsibility Committee and a Policy on Corporate Social Responsibility has also been formulated. As part of its initiatives under CSR, during the year, Company has given donation to "Prime Ministers National Relief Fund" and other eligible charitable institutions.

The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility)Rules, 2014 are annexed herewith as "Annexure 'C'.

12. EXTRACT OF ANNUAL RETURN IN FORM MGT-9

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure 'B'.

13. RELATED PARTY TRANSACTIONS

Related party disclosures pursuant to sub-section (1) of section 188 of the Companies Act, 2013 are forming part of the Board report and is annexed herewith as annexure 'E'.

14. 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. Chandrashekhar S. Adawadkar, Cost Accountant, Pune as Cost Auditors of the Company to conduct audit of cost records for the financial year 2015-16.

15. STATUTORY AUDITORS

The Company's Auditors, M/s P.M. Vardhe & CO., Chartered Accountants, Kolhapur were appointed in AGM 2014 for a period of two audit periods and their appointment needs to be ratified in general meeting.

16. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs Milind Kulkarni & Associates, Pune, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. Secretarial Audit Report is annexed herewith as "Annexure 'F'. in FORM MR-3

17. COMMENTS ON OBSERVATIONS ON SECRETARIAL AUDIT REPORT

i) The Company is in process of identifying an "independent Director" to fulfill the requirements of listing agreement.

ii) The Company's is revamping its existing website and will disclose all statutory disclosures and also useful information for stakeholders.

For Menon Pistons Limited Ram Menon

Place : Kolhapur Chairman Date : 24.05.2015 DIN: 00111469


Mar 31, 2014

Dear Shareholders,

The Directors are delighted in presenting you the 37th Annual Report on the business and operations of the Company together with the audited statements of accounts for the year ending on 31st March 2014.

Financial & operational Performance: ( Rs. in Lakhs )

Current Year Previous Year

Particulars 2013-2014 2012-2013

Gross Turnover 14,446.52 15,441.67

Less: Usual working Expenses 13,728.04 14,322.59

Gross Profit 718.48 1,119.08

Less: Depreciation 406.24 456.69

Profit Before Taxation 312.24 662.39

Less: Provision for Taxation (Net) 129.85 205.77

Profit After Tax 182.40 456.61

Add: Balance of profit as per last year''s accounts 3,275.30 2,988.02

Add : Previous Year Provision W/o 0.00 0.00

Balance Available for appropriation 3,475.70 3,444.63

Less :

Proposed Dividend 76.50 102.00

Tax on Dividend 13.00 17.33

Transfer to General Reserves 18.00 50.00

Balance carried to next year 3,350.20 3,275.30

General Review

The Indian automobile industry has witnessed a period of sluggish demand for almost three consecutive years with signs of recovery still appearing distant. As auto component manufacturers derive over 60% of their revenues from supplies to the domestic auto Original Equipment Manufacturers (OEM), the ongoing weakness in demand for new vehicles accordingly had an adverse impact on revenue growth of suppliers.

With demand for vehicles declining in most mature markets in the face of the global recession, high fuel costs and urban driving restrictions, the industry is turning its attention even more strongly towards the expanding middle classes in the new power houses of china, India, Brazil, Russia etc. and other after developing countries.

Auto Component Industry continues to face tremendous pressure on profit margins due to elevated inflation levels. Going ahead, amidst rising market competition, new product launches, as also product refreshes planned, OEM are expected to increase spending on marketing & promotional activities.

During the year 2013-14 your company has made turnover of Rs 14,446.52 Lakhs as compared to Rs. 15441.67 Lakhs during the previous financial year whereas profit after tax for the year is Rs. 182.40/- Lakhs as against Rs. 456.61/- Lakhs in the previous financial year.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.50/- per equity share of Rs. 10/- each for the financial year 2013-2014. Total outgo on dividend would be Rs. 76,50,000/- (Seventy Six Lakh Fifty Thousand only). The Company has made preparations to transfer Rs. 18,00,000/- (Eighteen Lakh Only) to general reserves while appropriating dividend from the net profit. The tax on dividend will be paid by the Company and the dividend in the hands of shareholders is free from income tax. Dividend would be distributed to the Share holders after approval of members in the Annual General Meeting.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally.

As a listed Company necessary measures are taken to comply with provisions of the listing agreement entered with Bombay Stock Exchange. The Report on Corporate Governance along with a certificate as stipulated confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 forms part of the Annual Report. The Managing Director''s declaration regarding compliance with code of conduct for Board Members and Senior Management is attached to the Corporate Governance Report.

Eco Friendly Compliance

The company complies with all requirements regarding management of pollutants of manufacturing units. The plants do not cause any type of water, air or noise pollution. The company has obtained clearances from the State Pollution Control Board for both the plants.

Board of Directors

Mr. Nitin Ram Menon and Shri Ram Menon, Directors, would retire by rotation at the ensuing Annual General Meeting of the Company; and being eligible, may offer themselves for reappointment.

In accordance with clause 49 of the listing agreement, particulars relating to the Directors seeking appointment/re-election/reappointment at the ensuing Annual General Meeting are furnished in the Corporate Governance Report.

Industrial Relation

During the year, Industrial relations at both the plant locations remained harmonious. The Directors express their appreciation for the support given and the contribution made by the employees at all levels and there were no man days lost due to any kind of unrest.

Directors'' Responsibility Statement:

In accordance with the requirements of section 217 (2AA) of the Companies Act, 1956, the Directors declare that:

1) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure, if any;

2) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profit of the Company for the year ended on that date;

3) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4) the Directors had prepared the annual accounts on a ''going concern'' basis.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo

The particulars as prescribed under sub-section (1) (e) of section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of directors) Rules, 1988, are set out in ''Annexure A'' to this report.

Management Discussion & Analysis and Corporate Governance

A separate Report on the Management Discussion & Analysis is annexed to this report and forms part of this Report.

Particulars of employees

There is no employee whose particulars are required to be given under section 217(2A) (a) of the Companies Act 1956, read with Notification dated 31st March, 2011 by MOCA.

Auditors & Their Report

The Auditors of the Company, P.M. Vardhe & Co., Chartered Accountants, Kolhapur would retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The Board has duly reviewed the Statutory Auditors'' Report. No qualification remark was listed out by the Auditor in their report. It is forming part of this Annual Report.

Mr. Chandrasekhar S. Adawadkar, Cost Accountant, Pune has been appointed as cost auditor to conduct the said audit for the year 2013-14, and the government approval in this regard has been received.

Audit committee

The Audit Committee, which was constituted pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the listing agreement with Bombay Stock Exchange, has reviewed the Accounts for the year ended on March 31, 2014. The Composition of the Audit Committee are Mr. R. D. Dixit (Chairman), Mr. Sachin Ram Menon (Member), Dr. Shivram Bhoje (Member) and Mr. A. S. Belur (Member).

Acknowledgments

The Directors place on record their appreciation and express their gratitude for the continued support extended to the Company by the share holders, Financial Institutions & Banks, Suppliers and the Customers. We thank the Government of India, State Government, Reserve Bank of India, Bombay Stock Exchange depositories and other Government Agencies for their continuous & stable support, and look forward to their continued backing in the future.

For and On behalf of the Board of Directors

Place: Kolhapur Ram Menon

Date : 11.05.2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors are delighted in presenting to you 36th Annual Report on the business and operations of the Company together with the audited statements of accounts for the year ended 31st March 2013.

Financial & operational Performance:

(Rs.in Lakhs)

Current Year Previous Year Particulars 2012-2013 2011-2012

Gross Turnover 15,441.67 16,705.88

Less: Usual working Expenses 14,322.59 14,772.32

Gross Profit 1,119.08 1,933.56

Less: Depreciation 456.69 415.07

Profit Before Taxation 662.39 1,518.49

Less: Provision for Taxation (Net) 205.77 516.94

Profit After Tax 456.61 1,001.55

Add: Balance of profit as per last year''s accounts 2,988.02 2,293.24

Add : Previous Year Provision W/o 0.00 0.68

Balance Available for appropriation 3,444.63 3,295.47

Less;

Proposed Dividend 102.00 178.50

Tax on Dividend 17.33 28.95

Transfer to General Reserves 50.00 100.00

Balance carried forward to next year 3,275.30 2,988.02

General Review

The decleration in the industrial sector was sharper during the first half of the current financial year in comparison to that in the same period of the previous year. The combination of factors that affected industrial production during 2011-12, continued to be a drag on industrial output even during the current financial year.

The slowing growth rate in India during the first half of 2012-13 can be explained in terms of both global factors and domestic factors. FY 2012-13 was a challenging year the global economy, barely a year after recession, witnessed lower economic growths sluggish demand.

The Indian auto and auto components industry is currently facing its most formidable challenge that of slowdown in their sales volumes and profit growth due to inflation, high interest rates and rising fuel prices etc. After a frenzied period of 2009-10 and 2010-11 when all automotive spots - domestic OEMs, exports and replacement market - shone bright, the year 2011-12 marked the commencement of a slowdown phase as volumes in the domestic Passenger Vehicle (PV) and Medium & Heavy Commercial Vehicle (M&HCV) segments began to stutter. If the year 2011-12 was bad, the year 2012-13 has turned out to be worst.

During the year 2012-13 your company has achieved the turnover of Rs. 154.41 Crores as compared to Rs. 167.05 Crores during the previous financial year whereas profit after tax for the year is Rs. 4.56/- Crores as against Rs. 10.01/- Crores in the previous financial year.

Dividend

Your Directors are pleased to recommend a dividend Rs. 2.00/- per equity share of Rs. 10/- each for the financial year 2012-2013. Total outgo on dividend would be Rs. 1,02,00,000/- (One Crore Two Lakhs Rupees only). The Company has made preparations to transfer Rs. 50,00,000/- (Fifty Lacs Only) to general reserves while appropriating dividend from the net profit. The tax on dividend will be paid by the Company and the dividend in the hands of shareholders is free from income Tax. Dividend would be distributed to the Shareholders after approval of members in the Annual General Meeting.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally.

As a listed Company necessary measures are taken to comply with provisions of the listing agreement entered with Bombay Stock Exchange. The Report on Corporate Governance along with a certificate as stipulated confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 forms part of the Annual Report. The Managing Director''s declaration regarding compliance with code of conduct for Board Members and Senior Management is attached to the Corporate Governance Report.

Eco Friendly Compliance

The company complies with all requirements regarding management of pollutants of manufacturing units. The plants do not cause any type of water, air or noise pollution. The company has obtained clearances from the State pollution control board for both the plants.

Board of Directors

Mr. Ramesh Dattatraya Dixit and Mr. Ajitkumar Belur, Directors, would retire by rotation at the ensuing Annual General Meeting of the Company; and being eligible, may offer themselves for reappointment.

In accordance with clause 49 of the listing agreement, particulars relating to the Directors seeking re- election/reappointment at the ensuing Annual General Meeting are furnished in the Corporate Governance Report.

industrial Relation

During the year, Industrial relations at both the plant locations remained harmonious. The Directors express their appreciation for the support given and the contribution made by the employees at all levels and there were no man days lost due to any kind of unrest.

Directors5 Responsibility Statement:

In accordance with the requirements of section 217 (2AA) of the Companies Act, 1956, the Directors declare that:

1) in the preparation of the annual accounts, the applicable accounting standards had been followed along with properexplanationrelatingto material departure if any;

2) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31sl March, 2013 and of the profit of the Company for the year ended on that date;

3) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and 4) the Directors had prepared the annual accounts on a ''going concern'' basis.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo

The particulars as prescribed under sub-section (1) (e) of section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of directors) Rules, 1988, are set out in ''Annexure A'' to this report.

Management Discussion & Analysis and Corporate Governance

A separate Report on the Management Discussion & Analysis is annexed to this report and forms part of this Report

Particulars of employees

There is no employee whose particulars are required to be given under section 217(2A) (a) of the Companies Act 1956 read with Notification dated 31st March, 2011 by MOCA.

Auditors & Their Report

The Auditors of the Company, M/s.P.M. Vardhe & Co., Chartered Accountants, Kolhapur would retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The Board has duly reviewed the Statutory Auditors'' Report. No qualification remark was listed out by the Auditor in their report. It is forming part of this Annual Report.

Mr. Chandrasekhar S. Adawadkar, Cost Accountant, Pune has been appointed as cost auditor to conduct the said audit for the year 2012-13, and the government approval in this regard has been received.

Audit committee

The Audit Committee, which was constituted pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the listing agreement with Bombay Stock Exchange, has reviewed the Accounts for the year ended March 31, 2013. The Composition of the Audit Committee are Mr. R. D. Dixit (Chairman), Mr. Sachin Ram Menon (Member) and Dr. YSP Thorat (Member).

Acknowledgements

The Directors place on record their appreciation and express theirgratitude forthe continued support extended to the Company by the Shareholders, Financial Institutions & Banks, Suppliers and the Customers. We thank the Government of India, State Government, Reserve Bank of India, Bombay Stock Exchange depositaries and other Government Agencies for their continuous & stable support, and look forward to their continued backing in the future.

For and On behalf of the Board of Directors

Place: Kolhapur Ram Menon

Date: 18.05.2013 Chairman


Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting to you 35th Annual Report on the business and operations of the Company together with the audited statements of accounts for the year ended 31st March 2012.

Financial & operational Performance: ( Rs.in Lakhs) Current Year Previous Year Particulars 2011-2012 2010-2011

Gross Turnover 16,705.88 15,066.93

Less: Usual working Expenses 14,772.32 13,501.23

Gross Profit 1,933.56 1,565.70

Less: Depreciation 415.07 264.19

Profit Before Taxation 1,518.49 1,301.50

Less: Provision for Taxation (Net) 516.94 424.27

Profit After Tax 1,001.55 877.23

Add: Balance of profit as per last year's accounts 2,293.24 1,717.15

Add : Previous Year Provision W/o 0.68 Nil

Balance Available for appropriation 3,295.47 2,594.38 Less :

Proposed Dividend 178.50 178.50

Tax on Dividend 28.95 29.64

Transfer to General Reserves 100.00 93.00

Balance carried forward to next year 2,988.02 2,293.24

General Review

After having recorded a strong double - digit volume growth over the last two years, the auto and auto components industry may face strong headwinds in 2012 - 13 leading to moderation in growth contributed by firming up of commodity prices, rising fuel costs and interest rates, while the industry has made big strides over the last decade towards improving internal efficiency and thereby partially offsetting input cost pressures, efficiency gains alone may be insufficient going forward for players to use as a lever to combat cost headwinds. Industry players will therefore need to intensify their focus on deploying more cost effective measures.

The Indian auto components industry is gaining significance on the global front for the foreign Original Equipment Manufacturers (OEMs) that source parts from India. Adoption of global best practices is shaping

the industry towards having an efficient supply chain system to fully exploit the rise in local demand. However, the industry is structured in three tiers with the lowest tier being highly fragmented. Information Technology (IT) solutions are thus necessary to increase the visibility across the supply chain to provide accurate demand forecasts, prevent counterfeiting of products and provide quality products and services.

In view of these developments your company taken various measures for quality of the product, introducing new technologies in manufacturing activity with the help of our technology partners M/s Dong Yang Pistons Co. Ltd. South Korea and in - house product developments.

Your Company introduced The New world-class Foundry ready for production in last quarter of the financial year 2011-12 and the production process is being smoothen, resulting in time saving and the ultimate benefit is quality of the product be increased drastically.

During the year 2011-12 your company has achieved the turnover of Rs. 167.05 Crores as compared to Rs. 150.66 Crores during the previous financial year whereas profit after tax for the year is Rs. 10.01/- Crores as against Rs. 8.77/- Crores in the previous financial year.

Dividend

Your Directors are pleased to recommend a dividend Rs. 3.50/- per equity share of Rs. 10/- each for the financial year 2011-2012. Total outgo on dividend would be Rs. 17,850,000/- (One Crore Seventy Eight Lakhs Fifty Thousand only). The Company has made preparations to transfer Rs. 1,00,00,000/- (One Crore Only) to general reserves while appropriating dividend from the net profit. The tax on dividend will be paid by the Company and the dividend in the hands of shareholders is free from income Tax. Dividend would be distributed to the Shareholders after approval of members in the Annual General Meeting.

Corporate Governance

As a listed Company necessary measures are taken to comply with provisions of the listing agreement entered with Bombay Stock Exchange. A report on Corporate Governance along with a certificate of compliance from the Auditor's is annexed to this report and forms part of this Annual Report. The Managing Director's declaration regarding compliance with code of conduct for Board Members and Senior Management is attached to the Corporate Governance Report.

Eco Friendly Compliance

The company complies with all requirements regarding management of pollutants of manufacturing units. The plants do not cause any type of water, air or noise pollution. The company has obtained clearances from the State pollution control board for both the plants.

Board of Directors

Dr. YSP Thorat and Mr. Nitin Menon, Directors, would retire by rotation at the ensuing Annual General Meeting of the Company; and being eligible, may offer themselves for reappointment.

In accordance with clause 49 of the listing agreement, particulars relating to the Directors seeking re- election/reappointment at the ensuing Annual General Meeting are furnished in the Corporate Governance Report.

Industrial Relation

During the year, Industrial relations at both the plant locations remained harmonious. Regular structured safety meetings were held with employees and safety programmes were conducted for them throughout the year. The Directors express their appreciation for the support given and the contribution made by the employees at all levels and there were no man days lost due to any kind of unrest.

Directors' Responsibility Statement:

In accordance with the requirements of section 217 (2AA) of the Companies Act, 1956, the Directors declare that:

1) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure if any;

2) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 12 and of the profit of the Company for the year ended on that date;

3) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4) the Directors had prepared the annual accounts on a 'going concern' basis.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo

The particulars as prescribed under sub-section (1) (e) of section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of directors) Rules, 1988, are set out in 'Annexure A' to this report.

Management Discussion & Analysis and Corporate Governance

A separate Report on the Management Discussion & Analysis is annexed to this report and forms part of this Report

Particulars of employees

There is no employee whose particulars are required to be given under section 217(2A) (a) of the Companies Act 1956 read with Notification dated 31st March, 2011 by MOCA.

Auditors & Their Report

The Auditors of the Company, P.M. Vardhe & Co., Chartered Accountants, Kolhapur would retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re- appointed.

The Board has duly reviewed the Statutory Auditors' Report. No qualification remark was listed out by the Auditor in their report. It is forming part of this Annual Report.

Mr. Chandrashekhar S. Adawadkar, cost accountant, Pune has been appointed as cost auditor to conduct the said audit for the year 2011-12, and the government approval in this regard has been received.

Audit committee

The Audit Committee, which was constituted pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the listing agreement with Bombay Stock Exchange, has reviewed the Accounts for the year ended March 31, 2012. The Composition of the Audit Committee are Mr. R. D. Dixit (Chairman), Mr. Sachin Ram Menon (Member) and Dr. YSP Thorat (Member).

Acknowledgments

The Directors place on record their appreciation and express their gratitude for the continued support extended to the Company by the Shareholders, Financial Institutions & Banks, Suppliers and the Customers. We thank the Government of India, State Government, Reserve Bank of India, Bombay Stock Exchange depositories and other Government Agencies for their continuous & stable support, and look forward to their continued backing in the future.

For and On behalf of the Board of Directors

Place: Kolhapur Sachin Menon R. D. Dixit

Date : 27.05.2012 Managing Director Director


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting to you 34th Annual Report on the business and operations of the Company together with the audited statements of accounts for the year ended 31st March 2011.

Financial & operational Performance: (Rs. in Lakhs)

Particulars Current Previous Year Year 2010-2011 2009-2010

Gross Turnover 15066.93 11464.67

Less: Usual working Expenses 13501.23 10265.29

Gross Profit 1565.70 1199.38

Less: Depreciation 264.19 224.04

Profit Before Taxation 1301.50 975.34

Less: Provision for Taxation (Net) 424.27 325.27

Profit After Tax 877.23 650.07

Add: Balance of profit as per last year's accounts 1717.15 1445.69

Add: Deferred Tax Asset Nil 53.42

Less: Earlier Year Adjustment Nil 157.19

Balance Available for appropriation 2594.38 1991.99

Less:

Proposed Dividend 178.50 178.50

Tax on Dividend 29.64 30.34

Transfer to General Reserves 93.00 66.00

Balance carried forward to next year 2293.24 1717.15

General Review

The Indian auto component industry is emerging as a global hub for auto component manufacturers. This industry is one of the front runners for grabbing the global auto component outsourcing market. The value of outsourcing auto components from India includes low labour cost, availability of raw material, technically skilled man power and assurance of quality products. In view of these developments your company is focusing on innovation and cost proning exercise to face the domestic as well as global challenges. Your company is gearing to the new reality and is in the process of substantially investing in capacity expansion by introducing new world class machineries and upgradation of the technology with the help of our technology partner M/s Dong Yang Piston Co. Ltd. South Korea. We hope to remain ahead in the race.

During the year 2010-11 your company has achieved the turnover of Rs. 150.66 crores as compared to Rs. 114.60 crores during the previous financial year whereas profit after tax for the year is Rs. 877 crores as against Rs.650 crores in the previous financial year.

Dividend

Considering the capital investment made during the year and requirement of the funds for the future expansion plans, your Directors have decided to Plough back the surplus funds and pleased to recommend a dividend of Rs.3.50/- per equity share of Rs.10/- each for the financial year 2010-11. The total outgo on dividend will be Rs.78,50,000/- (Rupees one crore seventy Eight lakhs fifty thousand only). The tax on dividend will be paid by the company and the dividend in the hands of shareholders is free from Income Tax. The dividend will be distributed to the shareholders after approval of Members in the Annual General Meeting. The company has made preparations to transfer Rs.93,00,000 (Rs.Ninety Three Lacs) to General Reserves while appropriating dividend from the net profit.

Corporate Governance

As a listed Company necessary measures are taken to comply with provisions of the listing agreement entered with Bombay Stock Exchange. A report on Corporate Governance along with a certificate of compliance from the Auditors is annexed to this report and forms part of this Annual Report. The Managing Director's declaration regarding compliance with code of conduct for Board Members and Senior Management is attached to the Corporate Governance Report.

Eco Friendly Compliance

The company complies with all requirements regarding management of pollutants of manufacturing units. The plants do not cause any type of water, air or noise pollution. The company has obtained clearances from the State pollution control board for both the plants.

Board of Directors

The Board of Directors of the Company (The 'Board'), at its meeting held on January 29,2011 has, appointed Dr. YSP Thorat as a Non-Executive, Independent Director. Thus it fulfills the Corporate Governance norms for composition of Board.

Mr. Ramesh Dattatraya Dixit and Mr. Ajitkumar Belur, Directors, would retire by rotation at the ensuing Annual General Meeting of the Company; and being eligible, offer themselves for reappointment.

Company received approval from the Central Government for the appointment of Mr. Sachin Menon as Managing Director for next five years.

In accordance with clause 49 of the listing agreement, particulars relating to the Directors seeking re- election/reappointment at the ensuing Annual General Meeting are furnished in the Corporate Governance Report.

Industrial Relation

The relations with the employees continue to remain cordial. The Directors express their appreciation for the support given and the contribution made by the employees at all levels and there were no man days lost due to any kind of unrest.

Directors'Responsibility Statement

In accordance with the requirements of section 217 (2AA) of the Companies Act, 1956, the Directors declare that:

1) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relatingto material departure if any;

2) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 11 and of the profit of the Company for the year ended on that date;

3) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4) The Directors had prepared the annual accounts on a 'going concern' basis.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo

The particulars as prescribed under sub-section (1) (e) of section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of directors) Rules, 1988, are set out in 'Annexure A' to this report.

Management Discussion & Analysis

A separate Report on the Management Discussion & Analysis is annexed to this report and forms part of this Report

Particulars of Employees

There is no employee whose particulars are required to be given under section 217(2A) (a) of the Companies Act 1956 read with Notification dated 31st March, 2011 by MOCA.

Auditors & Their Report

The Auditors of the Company, M/S. P.M. Vardhe & Co., Chartered Accountants, Kolhapur would retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re- appointed.

The Board has duly reviewed the Statutory Auditors' Report. No qualification remark was listed out by the Auditors in their report. It is forming part of this Annual Report

Acknowledgments

The Directors place on record their appreciation and express their gratitude for the continued support extended to the Company by the Shareholders, Financial Institutions & Banks, Suppliers and the Customers. We thank the Government of India, State Government, Reserve Bank of India, Bombay Stock Exchange, depositories and other Government Agencies for their continuous & stable support, and look forward to their continued backing in the future.

For and On behalf of the Board of Directors

Ram Menon Chairman

Place: Kolhapur Date : 26th May, 2011

 
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