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Directors Report of Menon Bearings Ltd.

Mar 31, 2019

To,

The Members

The Directors feel great pleasure in presenting 28th Annual Report of your Company comprising the Audited Financial Statements for the year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS : (Rs.in lakhs)

Sr. No.	Particulars	For the Year ended 31st March, 2019	For the Year ended 31st March, 2018
1	Total Revenue (Net)	17,541.38	14,678.20
2	Profit before Depreciation & Amortization Expenses, Finance Cost and Tax	4,445.81	3,833.98
3	Less : Depreciation and Amortization Expenses	481.80	407.69
	Finance Cost	353.81	192.78
4	Profit before Tax	3,610.20	3,233.51
5	Less: Provision for Tax	1,080.52	1,126.16
6	Profit after Tax	2,529.68	2,107.35
	Other Comprehensive Income	5.47	28.68
7	Balance of Profit as per last Balance Sheet	6,244.31	5,026.39
8	Balance Available for Appropriation	8,779.46	7,162.42
9	Rate of paid Dividend	175%	125%
10	Dividend Paid	980.70	700.50
11	Tax on Dividend	199.65	142.61
12	Transfer to General Reserve	75.00	75.00
13	Balance of Profit carried to Balance Sheet	7,524.11	6,244.31

IND-AS APPLICABILITY:

The Company has adopted the Indian Accounting Standard (âInd ASâ) w.e.f. 1st April, 2017. These financial statements have been prepared in accordance with the recognition and measurement principles stated therein and as prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and the other accounting principles generally accepted in India.

REVIEW OF OPERATIONS:

The Company is engaged in the business of manufacturing of âAuto Componentsâ. During the year under review, the Company has registered a turnover of Rs. 17,541.38 Lakhs (previous year Rs. 14,678.20) and Net Profit after Tax of Rs. 2,529.68 Lakhs (previous year Rs. 2,107.35 Lakhs)(before other comprehensive income).

DIVIDEND:

The Companyâs overall performance during the year under review was satisfactory. Based on the performance, your directors had the pleasure of declaring payment of interim dividend of Rs.1.50 per Equity Share (previous year 1st interim dividend of Re.0.75 and 2n interim dividend of Re. 0.50 and final dividend Re. 0.25 per Equity Share), being 150% of the paid -up Equity Share Capital of the Company for the Financial Year ended on 31st March, 2019.

SHARE CAPITAL OF THE COMPANY:

During the financial year under review, there was no change in paid up share capital of the Company.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business activities of the Company during the Financial Year under review.

RESERVES:

During the financial year under review Rs. 75 lakhs (previous year Rs. 75 lakhs) were transferred to the General Reserve.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

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

PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

As required under Section 92 of the Act and rules framed thereunder, the extract of annual return in Form MGT-9 is given in âAnnexure Iâ which forms part of this report.

DIRECTORS AND KMP:

a) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. R. D. Dixit (DIN:00626827), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

b) Appointment

Mr. Arun Aradhye (DIN: 03052587), CFO of the Company was appointed as Whole Time Director (designated as WTD & CFO) of the Company for a period of 5 (five) years w.e.f. 31st January, 2019. Further, Dr. Santosh Prabhu (DIN 00506595) was appointed as an Independent Director of the Company for a period of 5 years w.e.f. 24th October, 2018. The shareholders have approved these appointments by passing necessary resolutions through postal ballot process, result of which was declared on 20th March, 2019.

The Members pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, approved the appointment of Mr. Gajendra Vasa, as an Independent Director of the Company, who was appointed as such for the period of 5 (five) years w.e.f. 30th December, 2017and has attained the age of 75 years by way of passing special resolution through Postal Ballot process, result of which was declared on 20th March, 2019 and holds office upto 29th December 2022.

Brief resume of the director proposed to be re-appointed as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 on General Meetings is given in the Notice convening the 28th Annual General Meeting of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Suraj Patil has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 1st February, 2019.

c) Cessation

Capt. Sudheer Naphade, (DIN: 02011352) Independent Director of the Company resigned from the directorship of the Company with effect from 14th April, 2018 due to old age and other personal reasons. The Board places on record its sincere appreciation for the valuable contribution made by him during his tenure as director of the Company.

Mr. Anup Padmai resigned as Company Secretary and Compliance Officer of the Company w.e.f. the close of business hours of 31st January, 2019. The Board places on record its sincere appreciation for the valuable contribution made by him during his tenure as Company Secretary of the Company.

d) Declaration from Independent Directors

The Company has received declaration from its all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

e) Annual Performance and Board Evaluation

The Board has devised a policy pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for performance evaluation of the Chairman, Board and individual directors (including Independent Directors) and Committees which includes criteria for performance evaluation of Non-executive Directors and Executive Directors.

The Board has devised questionnaire to evaluate the performances of Board, Board Committees and individual Directors and Chairperson. The Chairman of respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board. The reports on performance evaluation of the individual directors were reviewed by the Chairman of the Board. The evaluation framework for assessing the performance 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 its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

f) Key managerial Personnel (KMP)

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

Sr. No.	Name of the Director	Designation
1	Mr. R. D. Dixit	Chairman & Managing Director
2	Mr. Nitin Menon	Vice Chairman & Joint Managing Director
3	Mr. Arun Aradhye	Whole Time Director & CFO (Whole Time Director w.e.f. 31st January, 2019)
4	Mr. Anup Padmai	Company Secretary and Compliance Officer (upto 31st January, 2019)
5	Mr. Suraj Patil	Company Secretary and Compliance Officer (w.e.f. 1st February, 2019)

Apart from the above, no other Director or KMP were appointed or retired or resigned during FY 2018-19.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policies and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule accordingly and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boardâs approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent meeting of the Board of Directors.

The notice of meeting of the Board of Directors and Committees is 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 is circulated at least 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to make an informed decision.

During the year under review the Board of Directors met 4 (Four) times, the details of which are given in the Report on Corporate Governance. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORSâ RESPONSIBILITY STATEMENT:

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

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

b. they have 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 at the end of the financial year 31st March, 2019 and of the profit of the company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 and that such internal financial controls are adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable 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 Listing Regulations, the Company has constituted four committees of the Board, namely:

1. Audit Committee

2. Stakeholdersâ Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the year are provided in the Report on Corporate Governance, a part of this Annual Report.

AUDIT COMMITTEE:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on 31st March, 2019, the Audit Committee comprised of Mr. M. L. Shinde, Mr. Gajendra Vasa, Mrs. Kailash A Nevagi and Mr. R. D. Dixit. Mr. M. L. Shinde is the Chairman of Audit Committee and the Company Secretary and Compliance Officer of the Company, acts as the Secretary to the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Companyâs internal control and financial reporting process and vigil mechanism.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of Directors and employees who avails the same in the exceptional cases. The details of the Vigil Mechanism/Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at

https://static1.squarespace.com/static/54df3692e4b0d9caed7742ae/t/5d008ce9be4f020001580c21/1560317231963/Whistle Blower Policy.pdf

We affirm that during the financial year 2018-19, no employee or director was denied access to the Chairman of the Audit Committee.

PARTICULARS OF REMUNERATION:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report as Annexure II and forms a part of this report.

The statement containing particulars of employees as required under section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in this Report as Annexure III and forms a part of this report.

REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations and on recommendation of Nomination and Remuneration Committee, the Board of Directors have adopted policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy has been placed on the website of the Company and is available on https://static1.squarespace.com/static/54df3692e4b0d9caed7742ae/tZ56f8c9c4a3360c3a90bf041e/145914 5236512/Policy on criteria for appointment %26 remuneration of directors%2C KMPs %26 Senior Management personnel.pdf.

STATUTORY AUDITORS :

As per provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in their 26th Annual General Meeting held on 29th June, 2017 appointed M/s. ARNA & Associates (FRN: 122293W), Chartered Accountants, Kolhapur, as the Statutory Auditors of the Company for a term of consecutive 5 years i.e. from the conclusion of 26thAnnual General Meeting till the conclusion of 31stAnnual General Meeting of the Company to be held for the financial year ending 31st March, 2022, subject to ratification by the members every year. However, after the amendment in Section 139 of the Act, effective 7th May, 2018, ratification by members every year for the appointment of the Statutory Auditors is no longer required.

M/s. ARNA & Associates, Chartered Accountants have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules 2014, confirming that they are eligible for continuance as Statutory Auditors of the Company.

The Statutory Auditorsâ Report for FY 2018-19 on the financial statements of the Company forms part of this Annual Report.

The Statutory Auditorsâ report on the financial statements for FY 2018-19 does not contain any qualifications, reservations or adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(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 the Company to conduct audit of cost records for the Financial Year 2019-20, at a remuneration of Rs. 1,25,000/- (Rupees One Lakh Twenty Five Thousand Only) plus taxes, as applicable and out of pocket expenses on actual basis. A resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 2019-20 is provided in the Notice of the ensuing Annual General Meeting.

COST RECORDS:

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

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. M Baldeva Associates, Company Secretaries, Thane to undertake Secretarial Audit of the Company for the year 2018-19. The Secretarial Audit Report is annexed to this report as Annexure IV and forms part of this report.

With respect to observations made by the Secretarial Auditors in their report, we would like to state that:

(a) delay in filing of some e-forms with Registrar of Companies (ROC) was inadvertent; and

(b) delay in processing of one dematerialisation request was due to tremendous volume of transfer and demat requests at RTA which was processed on 31st day.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee, re-appointed Mr. Abhay Golwalkar, Chartered Accountants, Kolhapur as Internal Auditor of the Company. Internal Auditor submits his reports to the Audit Committee on quarterly basis.

Based on the report of internal auditor, management undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations 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 and efficient conduct of its business, including adherence to Companyâs Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain the standard in Internal Financial Control.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

REPORT ON CORPORATE GOVERNANCE:

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

- Management Discussion and Analysis

- Report on Corporate Governance

- Declaration on compliance with Code of Conduct

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

- Auditorsâ certificate regarding compliance of conditions of Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:

Pursuant to the provisions of Section 135 read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a policy thereon. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII of the Companies Act, 2013.

The details as required under Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 are annexed to this report as Annexure V and forms part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs 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 the Companies Act, 2013 in the prescribed Form AOC-2 under Companies (Accounts) Rules, 2014 is annexed to this report as Annexure VI and forms part of this report.

In accordance with the provisions of Regulation 23 of Listing Regulations, the Company has formulated the Related Party Transaction Policy and the same is uploaded on the Companyâs website at https://static1.squarespace.com/static/54df3692e4b0d9caed7742ae/t/5d008e42360cb400017e598d/15603 17680147/Related Party T ransaction Policy.pdf

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There have been no material changes or commitments affecting the financial position of the Company occurred between end of the financial year to which the financial statements relate 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 the provisions of Section 186 of the Companies Act, 2013 are given under Notes to Accounts on the Financial Statements forming part of this Annual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companyâs operations in future.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 125 of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India which remained unpaid/unclaimed for seven years or more. Further, according to the said Rules, the shares on which dividend remained unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred 143100 shares to the IEPF Authority on which dividends remained unpaid/unclaimed for seven consecutive years.

In terms of the provisions of Section 125 of the Companies Act, 2013 and read with Investor Education and Protection Fund (Accounting, Audit, Transfer & Refund) Rules, 2016, during the year an amount of Rs. 9,19,578/- being unpaid and unclaimed dividend for the F.Y. 2010-11 was transferred to the IEPF.

Further the unpaid and unclaimed dividend amount lying with the Company for F.Y. 2011 - 12 is due to transfer to the IEPF in the month of September 2019.The details of the same are available on the Companyâs website viz. www.menonbearings.com/Investor relations/IEPF.

The Board has appointed Mr. Arun Aradhye, Whole-Time Director & CFO of the Company as the Nodal Officer effective from 21st October, 2016 to ensure compliance with the IEPF Rules.

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

The Company has constituted an Internal Complaint Committee as required 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. No compliant was pending at the beginning or end of the year under review.

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 with Rule 8 of the Companies (Accounts) Rules, 2014 details regarding Conservation of Energy, Technology absorption, Foreign exchange earnings and outgo is given in Annexure VII and forms part of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors

R.D.Dixit

Place : Kolhapur Chairman & Managing Director

Date : 23rd April, 2019 DIN : 00626827

Mar 31, 2018

To,

The Members

The Directors feel great pleasure in presenting 27th Annual Report of your Company comprising the Audited Financial Statements for the year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS : (Rs.in lakhs)

Sr. No.	Particulars	For the Year ended 31st March, 2018	For the Year ended 31st March, 2017
1	Total Revenue (Net)	14,678.20	12,422.18
2	Profit before Depreciation & Amortization Expenses, Finance Cost and Tax	3,833.98	3,383.82
3	Less : Depreciation and Amortization Expenses	407.69	512.57
	Finance Cost	192.78	117.34
4	Profit before Tax	3,233.51	2,753.91
5	Less: Provision for Tax	1,126.16	844.04
6	Profit after Tax	2,107.35	1,909.87
7	Other Comprehensive Income	28.68	14.02
8	Balance of Profit as per last Balance Sheet	5,026.38	3,945.38
9	Balance Available for Appropriation	7,162.41	5,869.27
10	Bonus Shares issued	-	93.40
11	Rate of Paid Dividend	125%	100%
12	Dividend Paid	700.50	560.40
13	Tax on Dividend	142.61	114.08
14	Transfer to General Reserve	75.00	75.00
15	Balance of Profit carried to Balance Sheet	6,244.31	5,026.38

The Good and Service Tax (GST) has been implemented with effect from 1st July, 2017 which replaces Excise Duty and other input taxes. As per IND AS 18, the revenue for the year 31st March, 2018 is reported net of GST.

REVIEW OF OPERATIONS:

During the year under review, the Company has registered a turnover of Rs. 14,678.20 Lakhs (previous year Rs. 12,422.18) and Net Profit after Tax of Rs. 2,107.35 Lakhs (previous year Rs. 1,909.87 Lakhs).

The Company continued to operate in the business of manufacturing of âAuto Componentsâ and there was no change in business activities. No material changes or commitments affecting the financial position of the Company occurred between end of the financial year and the date of this report.

DIVIDEND:

The Companyâs overall performance during the year under review was satisfactory. Based on the performance, your directors had the pleasure of declaring payment of 1st interim dividend of Re.0.75 per equity share and 2nd interim dividend of Re. 0.50 per Equity Share (previous year interim dividend Re. 1.00 per Equity Share, being 100% of the paid -up Equity Share Capital of the Company) for the Financial Year ended on 31st March, 2018. This absorbed total cash outflow of Rs. 843.11 Lakhs (previous year Rs. 674.48 Lakhs) including Corporate Dividend Distribution Tax of Rs. 142.61 Lakhs (previous year Rs. 114.08 Lakhs).

Your Directors have pleasure in recommending payment of final dividend of Rs. 0.25 (25%) per equity share (of Re. 1/- each) on the Companyâs Equity Share Capital. The final dividend if approved, shall be payable to those members whose names appear on the Register of Members as on the date of Annual General Meeting i.e. 21st July, 2018 .

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer & Refund) Rules, 2016 / Investor Educations and Protection Fund (Awareness and Protection of Investors) Rules, 2001, Rs. 5,32,235 /- being unpaid and unclaimed dividend for the F.Y. 2009-10 were transferred during the year to IEPF.

Further the unpaid and unclaimed dividend amount lying with the Company for F.Y. 2010 - 11 is due to transfer to the IEPF on 7th October, 2018.

SHARE CAPITAL OF THE COMPANY:

During the year under review, there was no change in paid up share capital of the Company.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business during the Financial Year under review.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 (âthe Actâ) read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as âAnnexure I.â

DIRECTORS AND KMP:

During the year under review, following Directors resigned from the Board of the Company:-

- Mr. Sachin Menon (Non Executive Director, DIN: 00134488) - w.e.f. 04th May, 2017.

- Mr. B S Ajitkumar (Independent Director, DIN: 00205336) - w.e.f. 11th November, 2017.

- Mrs. Nazura Ajaney (Independent Director, DIN: 06947881) - w.e.f. 15th February, 2018.

The Board express its appreciation towards the contribution made by them as Director of the Company.

As recommended by Nomination & Remuneration Committee, Mr. Gajendra Vasa (DIN No. 00461425) has been appointed as an Additional (Independent) Director of the Company for a term of 5 consecutive years w.e.f. 30th December, 2017, subject to the approval of members of the Company.

As recommended by Nomination & Remuneration Committee, Mrs. Kailash A Nevagi (DIN No. 03011076) has been appointed as an Additional (Independent Women) Director for a term of 5 consecutive years w.e.f. 16th April, 2018, subject to the approval of members of the Company.

The Board recommends the appointment of Mr. Gajendra Vasa and Mrs. Kailash A Nevagi as Independent Directors on the Board of Company.

In accordance with the provisions of Section 152 of the Act, read with rules made there under and the Articles of Association of the Company, Mr. Nitin Menon, Chairman & Joint. Managing Director (DIN: 00692754) of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Further the tenure of Mr. Nitin Menon as Vice Chairman & Joint Managing Director of the Company expired on 31st March, 2018. Upon recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors of the Company at its meeting held on 23rd January, 2018 re-appointed him as Vice Chairman & Joint Managing Director of the Company for a further period of 5 years w.e.f. 1st April, 2018 to 31st March, 2023 and approved the payment of remuneration to him for a period of 3 years w.e.f. 1st April, 2018 to 31st March, 2021 on such terms and conditions as set out in resolution no.9 of the Notice of AGM dated 3rd May, 2018, subject to the approval of members of the Company.

The tenure of Mr. R. D. Dixit being Chairman & Managing Director of the Company expired on 31st March, 2018.Upon recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors of the Company at its meeting held on 23rd January, 2018 re-appointed him as Chairman & Managing Director of the Company for a further period of 5 years w.e.f. 1st April, 2018 to 31st March, 2023 and approved the payment of remuneration to him for a period of 3 years w.e.f. 1st April, 2018 to 31st March, 2021 on such terms and conditions as set out in resolution no.10 of the Notice of AGM dated 3rd May, 2018, subject to the approval of members of the Company.

Your Board recommends the re-appointment of Mr. Nitin Menon and Mr. R. D. Dixit.

As stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed/re-appointed is annexed to the Notice convening the 27th Annual General Meeting.

As stipulated under the Clause (B) of Part II of Section II of Schedule V to the Act, the details of directors appointed/re-appointed are annexed to the Notice convening 27th Annual General Meeting.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

ANNUAL PERFORMANCE EVALUATION :

Pursuant to the provisions of the Act, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual directors. Schedule IV to the Act states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.

The Board has carried out evaluation of its own performance, of all the directors individually as well as the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholdersâ Relationship Committee of the Company. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance at Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

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

iv. Providing perspectives and feedback going beyond information provided by the management.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Companyâs / business policy and strategy apart from other Board businesses. A tentative annual calendar of the Board and Committee Meetings is informed to the respective Directors in advance to facilitate them to plan their schedule and to ensure their meaningful participation in the meetings. However, in case of a special and urgent business need, the Boardâs approval is taken by passing circular resolutions, as permitted by the law, which are confirmed in the subsequent meeting of the Board of Directors.

The notice of meeting of the Board of Directors 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 is circulated 7 days prior to the date of the meeting as per Secretarial Standard -1(SS-1) issued by ICSI. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review the Board of Directors met 4 (Four) times, the details of which are given in the Report on Corporate Governance forming part of this Annual Report. The intervening gap between two consecutive meetings was within the period prescribed by SS-1 issued by ICSI and the Act.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)Â© of the Companies Act, 2013, the Board of Directors state that:

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

b. they have 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 at the end of the financial year 31st March, 2018 and of the profit of the company for that period;

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 and that such internal financial controls are adequate and were operating effectively; and

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

COMMITTEES OF THE BOARD:

During the year, the Committees of the Board were re-constituted in accordance with the provisions of the Companies Act, 2013 and Listing Regulations, there are currently 5 (Five) Committees of the Board, which are as follows:

1. Audit Committee;

2. Stakeholdersâ Relationship Committee;

3. Nomination and Remuneration Committee;

4. Corporate Social Responsibility Committee;

5. Internal Complaint Committee.

The Composition of the Committeeâs as on the date of Boardâs Report :

Sr. No.	Name of Committee	Name of the Committee members	Category	Chairman / Member
1	Audit Committee	Mr. M. L. Shinde	Independent	Chairman
		Mr. R. D. Dixit	Executive	Member
		Mr. Gajendra Vasa	Independent	Member (w.e.f.19*1 Apr.2018)
		Mrs. Kailash A Nevagi	Independent	Member (w.e.f.19*1 Apr.2018)

2	Nomination and Remuneration Committee	Mr. M. L. Shinde	Independent	Chairman
		Mr. Gajendra Vasa	Independent	Member (w.e.f. 23rd Jan.2018â
		Mrs. Kailash A Nevagi	Independent	Member (w.e.f.19th Apr.2018)

3	Corporate Social Responsibility Committee	Mr. Nitin Menon	Executive	Chairman (w.e.f.19*1 Apr.2018)
		Mr. R. D. Dixit	Executive	Member
		Mr. M L Shinde	Independent	Member

4	Stakeholders Relationship Committee	Mr. Gajendra Vasa	Independent	Chairman (w.e.f.19thApr.2018)
		Mr. Nitin Menon	Executive	Member
		Mr. R. D. Dixit	Executive	Member

5	Internal Complaint Committee	Mr. R. D. Dixit	Executive	Chairman (w.e.f.3rd May, 2018)
		Miss Neha Harolikar	Employee	Member
		Mr. Jayavant Jadhav	Employee	Member
		Mr. Sachin Patil	Employee	Member

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of this Annual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations.

The Audit Committee comprises of Mr. M. L. Shinde, Mr. Gajendra Vasa, Mrs. Kailash A Nevagi, Independent Directors and Mr. R. D. Dixit, Chairman and Managing Director of the Company.

Mr. M. L. Shinde is the Chairman of Audit Committee and Mr. Anup Padmai, Company Secretary and Compliance Officer of the Company, acts as the Secretary to the Audit Committee.

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Companyâs internal control and financial reporting process.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has adopted Vigil Mechanism / Whistle Blower Policy as per the provisions of Section 177 of Companies Act, 2013 and Regulation 22 of the Listing Regulations to deal with the instance of fraud and to provide adequate safeguards against victimization of directors or employees or any other person who avail the mechanism and which also provides direct access to the Chairman of the Audit Committee in exceptional cases. The details of the Vigil Mechanism is explained in the Report on Corporate Governance and is also posted on the website of the Company at :

http://static1.squarespace.com/static/54df3692e4b0d9caed7742ae/ty55681f95e4b0f3550bf6e656/1432887189523/Whistle Blower Policy.pdf.

We affirm that during the financial year 2017-18, no employee or director was denied access to the Audit Committee.

PARTICULARS OF REMUNERATION:

Pursuant to provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of ratio of remuneration of each director to the median remuneration of employeeâs of the company are appended to this report as âAnnexure -IIâ

Further, the information as required as per the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this report as âAnnexure IIIâ.

REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations and on recommendation of the Nomination and Remuneration Committee, the Board of Directors have adopted a Policy on criteria for selection and appointment of Directors, Senior Management Personnel and their remuneration. The salient features of the Remuneration Policy are stated in the Report on Corporate Governance, part of this Annual Report.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on 31st March, 2018, the Company does not have any Subsidiary, Associate or Joint Venture Companies and hence preparation of Consolidated Financial Statements and statement containing salient features of subsidiary in Form AOC 1 as per the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.

STATUTORY AUDITORS AND BRANCH AUDITORS:

The Company had appointed M/s. ARNA & Associates (formerly known as M/s. Rahulprasad Agnihotri & Co.) (FRN: 122293W), Chartered Accountants, Kolhapur, as Statutory Auditors of your Company, who holds office as such from conclusion of 26th AGM until the conclusion of 31st AGM of the Company. However, pursuant to provisions of Section 139 of the Act, such appointment of Statutory Auditors is subject to ratification by the members of the company at every AGM held after the 26th AGM.The Company has received a consent letter from the Auditors that they are willing to act as Statutory Auditors of the Company and their appointment is within limits as per the provisions of Section 139 of the Act, and they also satisfy the criteria as provided under Section 141 of the Act.

Your Directors, as recommended by the Audit Committee, recommends for the ratification of appointment of M/s. ARNA & Associates, Chartered Accountant, Kolhapur, as Statutory Auditors of the Company in the ensuing Annual General Meeting and to fix their remuneration for F.Y. 2018-19.

Further M/s. Rajesh Lohia & Co. Chartered Accountants, Kolhapur, the Branch Auditors has resigned from the company w.e.f. 15th March, 2018. The Board of Directors of the Company vide circular resolution no. BM/1 dated 06th April, 2018 took note of resignation of Branch Auditors and has assigned the duty to M/s. ARNA & Associates, existing Statutory Auditors of the Company, to conduct the audit of all branches of the company and also approved the revised remuneration of Rs. 2,04,500/- (Rupees Two Lakhs Four Thousand Five Hundred only) plus applicable taxes and reimbursement of actual out of pocket expenses for the financial year ended 31st March, 2018.

No adverse remarks/ comments/observations are made by the Statutory Auditors in their report for the year ended 31st March, 2018.

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

COST AUDITORS:

As per the provisions of Section 148 of the Act, 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 the Company to conduct audit of cost records for the Financial Year 2018-19 at a remuneration of Rs. 1,25,000/- (Rupees One Lakh Twenty Five Thousand Only) plus applicable taxes and out of pocket expenses, subject to approval of shareholders in the ensuing Annual General Meeting.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and as recommended by the Audit Committee, M/s. Manish Ghia & Associates, Company Secretaries, Mumbai are appointed as the Secretarial Auditors of the Company for F.Y. 2018 - 19.

The Secretarial Audit Report received from M/s. Manish Ghia & Associates, Company Secretaries, Mumbai for the year ended 31st March, 2018 is annexed as âAnnexure -IVâ and forms part of this Report.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their report dated 26th April, 2018.

INTERNAL AUDIT:

Pursuant to the provisions of Section 138 of the Act, read with Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee, re-appointed Mr. Abhay Golwalkar, Chartered Accountants, Kolhapur as Internal Auditor of the Company. The Internal Auditor submits his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective actions in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulations 34 read with Schedule V of the Listing Regulations, the following have been made a part of the Annual Report and are enclosed / annexed to this report:

- Management Discussion and Analysis

- Report on Corporate Governance

- Declaration on Compliance with Code of Conduct

- Auditorsâ Certificate regarding compliance of conditions of Corporate Governance CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:

Pursuant to the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and framed a CSR Policy. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII to the Act.

The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 and reasons for failure to spend the prescribed CSR expenditure is annexed herewith as âAnnexure V.â.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions transacted during the year were in the ordinary course of business and were on armâs length basis and the same are reported in the Notes to the Financial Statements.

The particulars of contracts or arrangements entered with related parties referred to in Section 188(1) of the Act, prescribed in Form AOC - 2 of the Rule (8) of the Companies (Accounts) Rules, 2014 is appended as âAnnexure VI â of this Annual Report.

In accordance with the provisions of Regulation 23 of Listing Regulations the Company has formulated the Related Party T ransaction Policy and the same is uploaded on the Companyâs website at

https://static1.squarespace.com/static/54df3692e4b0d9caed7742ae/tZ56f8c9391bbee011fb4f9f08/1459145073393 /Related Party Transaction Policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantee or investment made by the Company under the provisions of Section 186 of the Act, are provided in the Notes to the financial statements.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companyâs operations in future.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to the provisions of Section 134 (3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 details regarding Conservation of Energy, Technology absorption, Foreign exchange earnings and outgo is given as in âAnnexure VIIâof this Annual Report.

ACKNOWLEDGEMENT:

BY ORDER OF THE BOARD OF DIRECTORS

R.D.Dixit

Place : Kolhapur Chairman & Managing Director

Date : 3rd May, 2018 DIN : 00626827

Mar 31, 2017

To,

The Members

The Directors feel great pleasure in presenting 26^thAnnual Report of your Company comprising the Audited Financial Statements for the year ended 31^st March, 2017.

FINANCIAL HIGHLIGHTS : (Rs.in lakhs)

Sr. No.	Particulars	For the Year ended 31^st March, 2017	For the Year ended 31^st March, 2016
1	Total Revenue (Net)	12,422.18	11,191.14
2	Profit before Depreciation & Amortization Expenses, Finance Cost and Tax	3,397.79	2,952.59
3	Less : Depreciation and Amortization Expenses	512.57	456.53
	Finance Cost	117.34	163.19
4	Profit before Tax	2,767.89	2,332.87
5	Less: Provision for Tax	844.04	843.81
6	Profit after Tax	1,923.85	1,489.06
7	Balance of Profit as per last Balance Sheet	3,945.39	3,123.61
8	Balance Available for Appropriation	5,869.24	4,582.46
9	Bonus Shares Issued	93.40	-
10	Rate of Paid Dividend	100%	100%
11	Dividend Paid	560.40	467.00
12	Tax on Dividend	114.08	95.07
13	Transfer to General Reserve	75.00	75.00
14	Balance of Profit carried to Balance Sheet	5,026.36	3,945.39

REVIEW OF OPERATIONS:

During the year under review, the Company has registered a turnover of Rs. 12,422.18 Lakhs (previous year Rs. 11,191.14 Lakhs) and Net Profit after Tax of Rs. 1,923.85 Lakhs (previous year Rs. 1,489.06 Lakhs).

DIVIDEND:

The Company''s overall performance during the year under review was satisfactory. Based on the performance, your directors had the pleasure of declaring payment of interim dividend of Re. 1.00/- per Equity Share (previous year final dividend Re. 1.00 per Equity Share), being 100% of the paid -up Equity Share Capital of the Company for the Financial Year ended on 31^st March, 2017. This absorbed total cash outflow of Rs. 674.48 Lakhs (previous year Rs. 562.07 Lakhs) including Corporate Dividend Distribution Tax of Rs. 114.08 Lakhs (previous year Rs. 95.07 Lakhs).

SHARE CAPITAL OF THE COMPANY:

During the year under review, the Company on 2^nd September, 2016 allotted fully paid bonus Equity Shares in the proportion of 1(One) Equity Share for every 5 (Five) existing Equity Shares held by the members.

Consequently, the issued, subscribed and paid up equity share capital of the Company after bonus issue of Equity shares is Rs. 5,60,40,000/- (Rupees Five Crores Sixty Lakhs and Forty Thousand only) divided into 5,60,40,000 Equity shares of the face value of Re. 1/- (Rupee One) each.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as â Annexure I â.

DIRECTORS AND KMP:

Mr. Ram Menon, Chairman of the Company resigned from the Board w.e.f.13^th December, 2016. Being the founder member of the Company and after taking into consideration the contribution made by him for the development of the Company, the Board of Directors appointed him as Chairman Emeritus of the Company w.e.f. 9^th February, 2017.

The Board of Directors of the Company at its meeting held on 9^th February, 2017 re-designated Mr. R D Dixit, Vice Chairman & Managing Director as Chairman & Managing Director of the Company and Mr. Nitin Menon, Joint Managing Director as Vice- Chairman & Joint Managing Director of the Company, subject to approval of shareholders at the ensuing Annual General Meeting. The Board recommends their re-designation for approval of shareholders.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. R D Dixit, Chairman & Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ) and SS-2 issued by ICSI, the brief resume of the Directors proposed to be appointed/re-appointed is given in the notice convening the 26^thAnnual General Meeting.

As stipulated under the Clause (A) of Part II of Section II of Schedule V of the Companies Act, 2013, the details of directors re-designated are given in the Notice convening 26^thAnnual General Meeting.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee of the Company. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

I. Attendance at Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

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

iv. Providing perspectives and feedback going beyond information provided by the management.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent meeting of the Board of Directors.

The notice of meeting of the Board of Directors and Committees is 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 is circulated 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review the Board of Directors met 7 (Seven) times, the details of which are given in the Report on Corporate Governance. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)Â© of the Companies Act, 2013, the Board of Directors state that:

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

b. they have 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 at the end of the financial year 31^st March, 2017 and of the profit of the company for that period;

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 and that such internal financial controls are adequate and were operating effectively; and

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

COMMITTEES OF THE BOARD:

During the year, the Committees of the Board were re-constituted in accordance with the Companies Act, 2013 and Listing Regulations. There are currently 5 (Five) Committees of the Board, viz:

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Internal Complaint Committee

The Composition of the Committee/s after reconstitution is detailed below:

Sr. No.	Nomination and Remuneration Committee	Corporate Social Responsibility Committee
1.	Mr. Sudheer Naphade - Chairman	Mrs. Nazura Azaney - Chairman
2.	Mr. Mukund L. Shinde (Member w.e.f 10.05.2016)	Mr. Mukund L. Shinde (Member w.e.f 10.05.2016)
3.	Mr. B. S Ajitkumar- Member	Mr. R. D. Dixit- Member
4.	Mrs. Nazura Azaney - Member	Mr. Nitin Menon- Member

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of this Annual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations.

The Audit Committee comprises of Mr. Mukund L. Shinde, Mr. B. S. Ajitkumar, Capt. Sudheer S. Naphade, Independent Directors and Mr. R. D. Dixit, Chairman and Managing Director of the Company.

Mr. Mukund L. Shinde is the Chairman of Audit Committee of the Company and Mr. Anup Padmai, Company Secretary and Compliance Officer of the Company, acts as the Secretary to the Audit Committee.

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company''s internal control and financial reporting process.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has adopted Vigil Mechanism / Whistle Blower Policy as per the provisions of Section 177 of Companies Act, 2013 and Regulation 22 of the Listing Regulations to deal with instance of fraud and to provide adequate safeguards against victimization of directors or employees or any other person who avail of the mechanism and it provides for direct access to the Chairman of the Audit Committee in exceptional cases. The details of the Vigil Mechanism is explained in the Report on Corporate Governance and also posted on the website of the Company at

http://static1.squarespace.com/static/54df3692e4b0d9caed7742ae/t/55681f95e4b0f3550bf6e656/1432887

189523/Whistle Blower Policy.pdf.

We affirm that during the financial year 2016-17, no employee or director was denied access to the Audit Committee.

PARTICULARS OF REMUNERATION:

Pursuant to provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of ratio of remuneration of each director to the median employee''s remuneration are appended to this report as âAnnexure -IIâ

Further, the information as required as per the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this report as âAnnexure IIIâ.

REMUNERATION POLICY:

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

During the year under review, Flyga Auto Private Limited was incorporated as Wholly-owned Subsidiary of the Company on 30^th September, 2016 and later on ceased to be subsidiary of the Company w.e.f. 22^nd March, 2017.

As on 31^st March, 2017, the Company does not have any Subsidiary, Associate or Joint Venture Companies and hence preparation of Consolidated Financial Statements and statement containing salient features of subsidiary in AOC 1 as per the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.

STATUTORY AUDITORS AND BRANCH AUDITORS:

As per Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the term of M/s. P. M. Vardhe & Co., (FRN: 108416W) Chartered Accountants, Kolhapur as the Statutory Auditors of the Company expires at the conclusion of 26^th Annual General Meeting.

Upon recommendation of Audit Committee, the Board of Directors of the Company at its meeting held on 27^th April, 2017 have appointed M/s. Rahulprasad Agnihotri & Co., (FRN: 122293W), Chartered Accountants, Kolhapur, as Statutory Auditors of the Company for a period of 5 years to hold office from the conclusion of 26^th Annual General Meeting till the conclusion of 31^st Annual General Meeting of the Company, subject to approval of shareholders in place of retiring auditors M/s. P.M. Vardhe & Co., Chartered Accountants, Kolhapur.

The Company has received written consent and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and if appointed, their appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013.

Your Directors recommend the appointment of M/s. Rahulprasad Agnihotri & Co., Chartered Accountants, Kolhapur, as Statutory Auditors of the Company to hold office from the conclusion of the 26^thAnnual General Meeting upto the conclusion of 31 ^stAnnual General Meeting of the Company and to audit financial statements of the Company for the financial year from 2017-18 to 2021-22.

The Board also places on record its appreciation for the services rendered by M/s. P.M. Vardhe & Co., Chartered Accountants, Kolhapur.

M/s. Rajesh Lohia & Co. Chartered Accountants, Kolhapur, the Branch Auditors of the Company hold office from the conclusion of the 23^rdAnnual General Meeting until the conclusion of 28^thAnnual General Meeting of the Company to audit the financial statements of Menon Alkop (Division of the Company). However, such an appointment of Branch Auditors is subject to ratification by members at every AGM held after the 23^rd AGM. Hence, your Directors recommend for the ratification of appointment of M/s. Rajesh Lohia & Co, Chartered Accountants, Kolhapur, as Branch Auditors of the Company in the ensuing Annual General Meeting.

No adverse remarks/ comments/observations are made by the Statutory Auditors in their report.

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 Accountant, Pune (FRN - 100401) as Cost Auditors of the Company to conduct audit of cost records for the Financial Year 2017-18, at a remuneration of Rs. 1,25,000/- (Rupees One Lakh Twenty Five Thousand Only) plus service tax and out of pocket expenses, subject to approval of shareholders in the ensuing Annual General Meeting.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Manish Ghia & Associates, Company Secretaries, Mumbai are appointed as the Secretarial Auditors of the Company. The Secretarial Audit Report received from M/s. Manish Ghia & Associates, Company Secretaries, Mumbai is annexed as âAnnexure -IVâ and forms part of this Report.

INTERNAL AUDIT:

Based on the report of internal audit, management undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

RISKS AND AREAS OF CONCERN:

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulations 34 read with Schedule V of the Listing Regulations, the following have been made a part of the Annual Report and are enclosed / annexed to this report:

- Management Discussion and Analysis

- Report on Corporate Governance

- Declaration on Compliance with Code of Conduct

- Auditors'' Certificate regarding compliance of conditions of Corporate Governance CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:

Pursuant to the provisions of Section 135 read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and framed a Policy on Corporate Social Responsibility. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions were in the ordinary course of business and are reported in the notes to the financial statements.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the Rule (8) of the Companies (Accounts) Rules, 2014 is appended as âAnnexure VI.â

In accordance with the provisions of Regulations 23 of Listing Regulations the Company has formulated the Related Party Transaction Policy and the same is uploaded on the Company''s website at https://static1.squarespace.com/static/54df3692e4b0d9caed7742ae/t/56f8c9391bbee011fb4f9f08/1459145 073393/Related Party Transaction Policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantee or investment made by the Company under the provisions of Section 186 of the Companies Act, 2013 are provided in the Notes on of financial statements.

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

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company''s operations in future.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

ACKNOWLEDGEMENT:

BY ORDER OF THE BOARD OF DIRECTORS

Place: Kolhapur R.D.Dixit

Date : 27^th April, 2017 Chairman & Managing Director

DIN : 00626827

Mar 31, 2016

The Directors feel great pleasure in presenting 25^th Annual Report of the Company comprising the Audited Financial Statements for the year ended 31^st March, 2016.

FINANCIAL HIGHLIGHTS :

(Rs,.in Lakhs)

Sr. No.	Particulars	Current Year Ended on 31^st March, 2016	Previous Year Ended on 31^st March, 2015
1	Total Revenue (Net)	11,191.14	10,391.11
2	Profit before Depreciation & Amortization Expenses, Finance Cost and Tax	2,952.59	2,323.43
3	Less : Depreciation and Amortization Expenses	456.53	421.99
	Finance Cost	163.19	238.75
4	Profit before Tax	2,332.87	1,662.69
5	Less: Provision for Tax	843.81	508.20
6	Profit after Tax	1,489.06	1,154.49
7	Balance of Profit as per last Balance Sheet	3,123.57	2,497.22
8	a) Less: Depreciation difference	-	16.00
	b) Less: Short Provision and Proposed CSR	30.21	-
9	Balance Available for Appropriation	4,582.46	3,635.70
10	Rate of Proposed / Paid Dividend	100%	80%
11	Proposed / Dividend Paid	467.00	373.60
12	Tax on Dividend	95.07	63.49
13	Transfer to General Reserve	75.00	75.00
14	Balance of Profit carried to Balance Sheet	3,945.39	3,123.61

REVIEW OF OPERATIONS

During the year under review, the Company has registered a sale of RS,. 11,191.14 Lakhs (previous year RS,. 10,391.11 Lakhs) and Net Profit after Tax of RS,. 1,489.06 Lakhs (previous year RS,. 1,154.49 Lakhs). The Company continues to operate in the business of manufacturing of âAuto Componentsâ and there was no change in business activities. No material changes or commitments affecting the financial position of the Company occurred between end of the financial year and the date of this report.

DIVIDEND:

The Company''s overall performance during the year under review was satisfactory. Based on the performance, your directors had the pleasure of declaring payment of an interim dividend of RS,.1.00 per Equity Share (Previous Year final dividend RS,.0.80 per Equity Share), being 100% of the paid-up Equity Share Capital of the Company for the Financial Year ended on 31^st March, 2016.This absorbed total cash outflow of RS,. 562.07 Lakhs (previous year RS,. 437.09 Lakhs) including Corporate Dividend Distribution Tax of RS,. 95.07 Lakhs (previous year RS,. 63.49 Lakhs).

SHARE CAPITAL OF THE COMPANY:

During the year under review, shares of the Company were sub-divided from face value of RS,. 5/- to RS,. 1/- per Equity share w.e.f. 10^th April, 2015. Consequently, issued, subscribed and paid up Equity share capital of the Company after sub- division of the face value of Equity shares is RS,. 4,67,00,000/- (Rupees Four Crores Sixty Seven Lakhs only) divided into 4,67,00,000 ( Four Crores Sixty Seven Lakhs ) Equity shares of the face value of S. 1 (Rupee one) each.

DIRECTORS AND KMP:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Sachin Menon, Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

The Board of Directors of the Company appointed Mr. M. L. Shinde as an Additional (Independent) Director of the Company for a period of five years w.e.f. 29^th January, 2016, subject to approval of shareholders at the ensuing Annual General Meeting. The Company has received a notice along with requisite deposit from a member of the Company under Section 160 of Companies Act, 2013 proposing his candidature for the office of Director of the Company. Your Board recommends his appointment.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As stipulated under the Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requiraments) Regulations, 2015, brief resume of the Directors proposed to be appointed/re-appointed are given in the Notice convening 25^thAnnual General Meeting.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure I.

MEETINGS OF THE BOARD:

The Board meets at regular interval to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is 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 is circulated 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year the Board met five times, the details of which are given in the Report on Corporate Governance.

The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in Section 134(3) (c) of the Companies Act, 2013, the Board of Directors state that:

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

b. they have 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 at the end of the financial year 31^stMarch,2016 and of the profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 and that such internal financial controls are adequate and were operating effectively; and

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

REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI ( Listing Regulations and Disclosure Requirements ) Regulations, 2015 and on the recommendation of Nomination and Remuneration Committee, the Board has adopted policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Report on Corporate Governance .

RISKS AND AREAS OF CONCERN:

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:

Pursuant to the provisions of Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and framed a Policy on Corporate Social Responsibility. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII of the Companies Act, 2013.

The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as âAnnexure II.â.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of Companies Act, 2013, as prescribed in Form AOC - 2 of the Rule (8) of Companies (Accounts) Rules, 2014 is appended as âAnnexure III.â

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees or investments made by the Company under the provisions Section 186 of the Companies Act, 2013 are provided in the Notes on of Financial Statements.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI ( Listing Regulations and Disclosure Requirements) Regulation , 2015, the performance evaluation of Independent Directors was done by the entire Board excluding the Director being evaluated and evaluation of the Board as a whole was done by Independent Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance at Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

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

iv. Providing perspectives and feedback going beyond information provided by the management.

The manner in which the evaluation has been carried out has been explained in the Report on Corporate Governance .

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

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Company''s operations in future.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company''s internal control and financial reporting process.

As on 31^st March, 2016, the Audit Committee comprised of Mr. M. L. Shinde, Mr. B. S. Ajitkumar, Capt. Sudheer

S. Naphade, Independent Directors and Mr. R. D. Dixit, Vice Chairman and Managing Director of the Company.

Mr. B. S. Ajitkumar was the Chairman of the Audit Committee of the Company upto 31^st January, 2016. Mr. M.L. Shinde was appointed as Chairman of Audit Committee of the Company w.e.f. 1^st February, 2016. Mr. Anup Padmai, Company Secretary and Compliance Officer of the Company, acts as the Secretary to the Audit Committee.

The Company has adopted a Vigil Mechanism / Whistle Blower Policy as per the provisions of section 177 of Companies Act, 2013 and Regulation 22 of SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 to deal with instance of fraud and provides for adequate safeguards against victimization of directors or employees or any other person who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The details of Vigil Mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company i.e. http://static1.squarespace.com/static/54df3692e4b0d9caed7742ae/tZ55681f95e4b0f3550bf6e656/14328871 89523/Whistle Blower Policy.pdf. We affirm that during the financial year 2015-16, no employee or director or any other person was denied access to the Audit Committee.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Secretarial Audit Report received from M/s. Manish Ghia & Associates, Company Secretaries, Mumbai is annexed as Annexure - IV and forms part of this report.

As per the observation of the Secretarial Auditor, the vacancy caused by the resignation of an Independent Director was to be filled in by the Company on or before 16^th July, 2015, however the same was filled by 29^th January, 2016. The Company was trying to identify and appoint a suitable person on its Board, whose presence can benefit the Company in particular and the shareholders at large. Since, the Company is situated at remote place at Kolhapur, Maharashtra, it was difficult to identify the right person on the Board of the Company and hence there was delay in appointment of Independent Director.

INTERNAL AUDIT:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Companies ( Accounts) Rules, 2014, the Board on recommendation of the Audit Committee reappointed Mr. Abhay Golwalkar, Chartered Accountants, Kolhapur as an Internal Auditor of the Company. The Internal Auditor submits his reports on quarterly basis to the Audit Committee.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.

REPORT ON CORPORATE GOVERNANCE :

Pursuant to Regulations 34 & 53 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following have been made a part of the Annual Report and are enclosed / annexed to this report:

- Management Discussion and Analysis

- Report on Corporate Governance

- Declaration on Compliance with Code of Conduct

- Auditors'' Certificate regarding compliance of conditions of Corporate Governance COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted one of its Committees. There are currently Five Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Internal Complaint Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, forming part of this Annual Report.

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1), Rule 5(2) and Rule (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement showing the details of remuneration paid in excess to the prescribed limits and details of the ratio of remuneration of each Director to the median employee''s remuneration are appended to this Report as âAnnexure Vâ and âAnnexure VIâ respectively.

STATUTORY AUDITORS AND BRANCH AUDITORS:

M/s. P. M. Vardhe & Co., Chartered Accountants, Kolhapur, (having FRN-111274W ) the Statutory Auditors of the Company hold office as such up to the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. P. M. Vardhe & Co., Chartered Accountants, Kolhapur, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting up to the conclusion of next Annual General Meeting of the Company and to audit Financial Statements for the Financial Year 2016-17.

The Company had appointed M/s. Rajesh Lohia & Co. Chartered Accountants, Kolhapur, (having FRN-108416W ) as Branch Auditors, to hold office from the conclusion of 23^rd AGM until the conclusion of sixth consecutive AGM of the Company and to audit the Financial Statement of Menon Alkop (Division of the Company). However, such an appointment of Branch Auditors was subject to ratification at every AGM held after the 23^rdAGM. Hence, the Board recommends for the ratification of appointment of M/s. Rajesh Lohia & Co, Chartered Accountant, Kolhapur, as Branch Auditor of the Company in the ensuing Annual General Meeting.

No adverse remark/comments/observations are made by the Statutory Auditors in their report.

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 ( having FRN-100401) as Cost Auditors of the Company to conduct audit of cost records for the Financial Year 2016-17, at a remuneration of RS,. 1,25,000/- (Rupees One Lac Twenty Five Thousand Only) plus service tax and out of pocket expenses, subject to approval of Shareholders in the ensuing Annual General Meeting.

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

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

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 with Rule 8 of the Companies ( Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for the year under review is given as â Annexure VIIâ.

ACKNOWLEDGMENT:

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Kolhapur RAM MENON

^{Date :10th May 2016} Chairman

Mar 31, 2015

Dear Members,

The Directors feel great pleasure in presenting 24th Annual Report of your Company comprising the Audited Financial Statements for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS :

(Rs.in lacs)

Sr. Particulars Current Previous Year No Year Ended Ended on 31st on 31st March, 2014 March, 2015

1 Total Revenue (Net) 10,391.11 8,744.11

2 Profit before Depreciation & Amortization Expenses, 2,323.43 1,600.82 Finance Cost and Tax

3 Less : Depreciation and Amortization Expenses 421.99 475.47

Finance Cost 238.75 223.61

4 Profit before Tax 1,662.69 901.74

5 Less: Provision for Tax 508.20 283.99

6 Profit after Tax 1,154.49 617.75

7 Balance of Profit as per last Balance Sheet 2,497.22 2,282.28

8 Less: Depreciation difference 16.00 -

9 Previous Year Adjustments - -

10 Balance Available for Appropriation 3,635.70 2,900.04

11 Rate of Proposed Dividend 80% 60%

12 Proposed Dividend 373.60 280.20

13 Tax on Dividend 63.49 47.62

14 Transfer to General Reserve 75.00 75.00

15 Balance of Profit carried to Balance Sheet 3,123.61 2,497.22

REVIEW OF OPERATIONS:

During the year under review, the Company has registered a sale of Rs. 10,251.34 Lacs (previous year Rs. 8,646.18 Lacs) and Net Profit after Tax of Rs. 1,154.49 Lacs (previous year Rs. 617.75 Lacs).The Company continued to operate in the business of manufacturing of "Auto Components" and there was no change in business activities. No material changes or commitments affecting the financial position of the Company occurred between end of the financial year and the date of this report.

DIVIDEND:

The Company''s overall performance during the year under review was satisfactory. Your Directors have pleasure in recommending payment of dividend of Re. 0.80/- (80%) per share (of Re. 1/- each) on the Company''s Share Capital (previous year Rs. 3/- (60%) per share of Rs.5/- each). This will absorb total cash outflow of Rs. 437.09 Lacs (previous year Rs. 327.82 Lacs) including Dividend Distribution Tax of Rs. 63.49 Lacs (previous year Rs. 47.62 Lacs).

SHARE CAPITAL OF THE COMPANY:

The equity shares of the Company were sub-divided from face value of Rs. 5/- to Re. 1/- per share w.e.f. 10th April, 2015.

DIRECTORS AND KMP:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Ram Menon, Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

The Board of Directors of the Company appointed Mrs. Nazura Ajaney as an Additional (Independent) Director of the Company for a period of five years w.e.f. 4thSeptember, 2014, subject to approval of shareholders at the ensuing Annual General Meeting. The Company has received a notice along with requisite deposit from a member of the Company under Section 160 of Companies Act, 2013 proposing her candidature for the office of Director of the Company. Your Board recommends her appointment.

Mr. Kumar Nair, Independent Director resigned from the directorship of the Company w.e.f. 17th April, 2015. The Board expresses its appreciation to Mr. Kumar Nair for his valuable guidance as Director of the Company.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

As stipulated under the Clause 49 (VIII)(E) of the Listing Agreement, brief resume of the Directors proposed to be appointed/re-appointed are given in the Notice convening 24th Annual General Meeting.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Anup Padmai, an Associate Member of the Institute of Company Secretaries of India and Mr. Arun Aradhye, were appointed as Company Secretary & Compliance Officer and Chief Financial Officer (CFO) respectively of the Company w.e.f. 11th May, 2014.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure I.

LISTING OF SHARES ON NATIONAL STOCK EXCHANGE OF INDIA LIMITED:

The Equity shares of the Company are listed on National Stock Exchange of India Ltd (NSE) and admitted for trading w.e.f. 9th March, 2015.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is 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 is circulated 7 day prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met four times during the year, the details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)Â©of the Companies Act, 2013 state that:

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

b. the directors have 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 at the end of the financial year and of the profit of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively; and

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

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Report on Corporate Governance .

RISKS AND AREAS OF CONCERN

The Company has laid down a well defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

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 (CSR) Committee and a Policy on Corporate Social Responsibility. As part of its initiatives under CSR, the Company is in process of formation of Trust to undertake projects in the area of education, livelihood, health, water, sanitation and any other. These projects will be in accordance with Schedule VII of the Companies Act, 2013.

The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility)Rules, 2014 is annexed herewith as Annexure II.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC - 2 under Companies (Accounts) Rules, 2014 are appended as Annexure III.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review, the Company has not made any investments or given guarantee''s or provided security falling under the provisions of Section 186 of the Companies Act, 2013.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees of the Company. The Board has devised questionnaire to evaluate the performances of each of executive and non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

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

iv. Providing perspectives and feedback going beyond information provided by the management.

The manner in which the evaluation has been carried out has been explained in the Report on Corporate Governance .

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

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Company''s operations in future.

AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company''s internal control and financial reporting process.

As on 31st March, 2015, the Audit Committee comprised of Mr. Kumar Nair, Mr. B. S. Ajitkumar, Capt. Sudheer S. Naphade, Independent Directors and Mr. R. D. Dixit, Vice Chairman and Managing Director of the Company.

Mr. Kumar Nair was the Chairman of Audit Committee of the Company. Mr.Anup Padmai, Company Secretary and Compliance Officer of the Company, acts as the Secretary of the Audit Committee.

WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Manish Ghia & Associates, Practising Company Secretaries, Mumbai is appended as Annexure -IV and forms part of this report.

INTERNAL AUDIT:

The Company has appointed Mr. Abhay Golwalkar, Chartered Accountants, Kolhapur as its Internal Auditor. The Internal Auditor has given his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL FINANCIAL CONTROL:

The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.

REPORT ON CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchanges, the following have been made a part of the Annual Report and are attached to this report:

* Management Discussion and Analysis Report

* Report on Corporate Governance

* Auditors'' Certificate regarding compliance of conditions of Corporate Governance

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee. There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of this Annual Report.

PARTICULARS OF REMUNERATION:

Detail of remuneration paid to all the directors / employees is provided in Annexure - V. Details of the ratio of remuneration of each Director to the median employee''s remuneration is provided in Annexure - VI.

AUDITORS:

M/s. P. M. Vardhe & Co., Chartered Accountants, Kolhapur, the Statutory Auditors of your Company hold office as such up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Auditors.

Your Directors recommend the re-appointment of M/s. P. M. Vardhe & Co., Chartered Accountants, Kolhapur, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial statements for the financial year 2015-16.

The Company had appointed M/s. Rajesh Lohia & Co. Chartered Accountants, Kolhapur, as Branch Auditors, to hold office from the conclusion of the 23rd AGM until the conclusion of sixth consecutive AGM of the Company and to audit the financial statement of Menon Alkop (Division of the Company). However, such an appointment of Branch Auditors was subject to ratification at every AGM held after the 23rd AGM. Hence your Directors recommend for the ratification of the appointment of M/s. Rajesh Lohia & Co, Chartered Accountant, Kolhapur, as Branch Auditors of the Company in the ensuing Annual General Meeting.

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 2014- 15, at a remuneration of Rs. 1,25,000/-, subject to approval for remuneration of the shareholders of the Company. As per the provisions of Companies (Cost Records and Audit) Rules, 2014 notified on 30th June, 2014, the Company is not required to appoint Cost Auditors for the financial year 2014-15, however, the same shall be applicable for the financial year 2015-16.

Further, the Company has appointed Mr. Chandrashekhar S. Adawadkar, Cost Accountant, Pune, as Cost Auditors of the Company to conduct the cost audit for the financial year 2015-16, at a remuneration of Rs. 1,25,000/- (Rupees One Lac Twenty Five Thousand only) plus service tax and out of pocket expenses. The approval of Shareholders is sought for payment of remuneration to said Cost Auditor.

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

The Company has constituted an Internal Compliant 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Details regarding Conservation of energy, technology absorption, foreign exchange earnings and outgo is given as in Annexure VII.

ACKNOWLEDGEMENT:

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Kolhapur RAM MENON Date : 5th May 2015 Chairman

Mar 31, 2014

Dear Members,

The Directors feel great pleasure in presenting 23rd Annual Report of your Company comprising the Audited Financial Statements for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS :

(Rs.in lacs) Sr. Current Year Ended Previous Year Ended Particulars No. on 31st March, 2014 on 31st March, 2013

1 Total Revenue (Net) 8,744.11 8,409.69

2 Profit before Depreciation & Amortization 1,600.82 1,365.02 Expenses, Finance Cost and Tax

3 Less : Depreciation and Amortization Expenses 475.47 464.01

Finance Cost 223.61 229.22

4 Profit before Tax 901.74 671.80

5 Less: Provision for Tax 283.99 302.22

6 Profit after Tax 617.75 369.58

7 Balance of Profit as per last Balance Sheet 2,282.28 2,171.25

8 Previous Year Adjustments - -

9 Balance Available for Appropriation 2,900.04 2,540.83

10 Rate of Proposed Dividend 60% 40%

11 Proposed Dividend 280.20 186.80

12 Tax on Dividend 47.62 31.75

13 Transfer to General Reserve 75.00 40.00

14 Balance of Profit carried to Balance Sheet 2,497.22 2,282.28

RESULTS OF OPERATIONS:

During the year under review, the Company has registered a sale of Rs. 8,646.18 Lacs (previous year Rs. 8,299.72 Lacs) and Net Profit after Tax of Rs. 617.75 Lacs (previous year Rs. 369.58 Lacs).

DIVIDEND:

The Company''s overall performance during the year under review was satisfactory. Your Directors have pleasure in recommending payment of dividend of Rs. 3/- (60%) per share on the Company''s Share Capital (previous year Rs. 2/- (40%) per share). This will absorb total Cash Outflow of Rs. 327.82 Lacs (previous year Rs. 218.55 Lacs) including Corporate Dividend Distribution Tax of Rs. 47.62 Lacs (previous year Rs. 31.75 Lacs).

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies

(Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Sachin Menon, Non Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends for his re-appointment.

In terms of provisions of Section 149 and 152 of the Companies Act, 2013 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and he shall not be liable to retire by rotation.

To comply with the above provisions, it is proposed to appoint Mr. Kumar Nair, Mr. B. S. Ajitkumar and Capt. Sudheer S. Naphade as Independent Directors of the Company for a period upto 31st March, 2019, who shall not be liable to retire by rotation. Your Board recommends their appointment.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchange.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of the Listing Agreement with BSE Limited are given in the Notice convening 23rd Annual General Meeting.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any public deposit within the meaning of Section 58A of the Companies Act,1956 read with Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company hereby confirms that:

i. The applicable Accounting Standards have been followed and proper explanations relating to the material departures have been given wherever necessary;

ii. The Directors have 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 at the end of the financial year ended on 31st March, 2014 and of the profit of the Company for that period;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. The Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS:

M/s. P. M. Vardhe & Co., Chartered Accountants, Kolhapur, the Statutory Auditors of your Company hold such office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The

Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013.

Your Directors recommend the re-appointment of M/s. P. M. Vardhe & Co., Chartered Accountants, Kolhapur, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial statements for the financial year 2014-15.

Your Directors also recommend the appointment of M/s. Rajesh Lohia & Co., Chartered Accountants, Kolhapur, as Branch Auditors to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of sixth consecutive Annual General Meeting of the Company and to audit the financial statement of Menon Alkop (Division of the Company).

COST AUDITORS:

Pursuant to the provisions of Section 233B of Companies Act, 1956 and in terms of Circular No. F. No. 52/26/CAB-2010 dated 30th June, 2011 and 52/26/CAB-2010 dated 24th January, 2012 issued by the Ministry of Corporate Affairs, Cost Audit Branch, the Company, with the prior approval of the Central Government, has appointed Mr. Chandrashekhar S. Adawadkar, Cost Accountant, Pune as Cost Auditors of the Company for Audit of the cost accounting records for the financial year 2013-14.

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 Mr. Chandrashekhar S. Adawadkar, Cost Accountant, Pune, as Cost Auditors of the Company to conduct the cost audit for the financial year 2014-15, on a remuneration of Rs. 1,25,000/- (Rupees One Lac Twenty Five Thousand ) plus service tax and out of pocket expenses. The approval of Shareholders is sought for payment of remuneration to said Cost Auditor.

SECRETARIAL COMPLIANCE CERTIFICATE:

As required under the provisions of Section 383A of the Companies Act, 1956, Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretary, Mumbai is annexed and forming part to this report.

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchange, the following have been made a part of the Annual Report and are attached to this report:

- Management Discussion and Analysis Report

. Corporate Governance Report

. Auditors'' Certificate regarding compliance of conditions of Corporate Governance

PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended the statement showing the names and other particulars of employees of the Company drawing remuneration not less than Rs. 60,00 000/- per annum or Rs. 5,00,000/-

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under the provisions of Section 217 (2A) of the Companies Act, 2013 read with Section 134(3)(m) of the Companies Act, 2013 and other applicable rules, particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo for the year under review are annexed to this report and marked as "Annexure B".

ACKNOWLEDGEMENT:

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Kolhapur RAM MENON

Date : 11th May, 2014 Chairman

Mar 31, 2013

The Directors feel great pleasure in presenting 22nd Annual Report of your Company comprising the Audited Financial Statements for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS :

(Rs.in lacs)

Sr. Current Year Ended Previous Year Ended No. Particiilars on 31st March, 2013 on 31st March, 2012

1 Total Revenue (Net) 8,409.69 8,795.26

2 Profit before Depreciation & Amortization 1,365.02 1,719.06 Expenses, Finance Cost and Tax

3 Less : Depreciation and Amortization Expenses 464.01 413.31

Finance Cost 229.22 236.39

4 Profit before Tax 671.80 1,069.36

5 Less: Provision for Tax 302.22 328.99

6 Profit after Tax 369.58 740.37

7 Balance of Profit as per last Balance Sheet 2,171.25 1,799.02

8 Previous Year Adjustments 5.38

9 Balance Available for Appropriation 2,540.83 2,544.77

10 Rate of Proposed Dividend 40% 55%

11 Proposed Dividend 186.80 256.85

12 Tax on Dividend 31.75 41.67

13 Transfer to General Reserve 40.00 75.00

14 Balance of Profit carried to Balance Sheet 2,282.28 2,171.25

RESULTS OF OPERATIONS:

During the year under review, the Company has registered a sale of Rs. 8,299.72 Lacs (previous year Rs.

8,709.10 Lacs) and Net Profit after Tax of Rs. 369.58 Lacs (previous year Rs. 740.37 Lacs).

DIVIDEND:

The Company''s overall performance during the year under review was satisfactory. Your Directors have pleasure in recommending payment of dividend of Rs. 2/- (40%) per share on the Company''s Share Capital (previous year Rs. 2.75 (55%) per share). This will absorb total Cash Outflow of Rs. 218.55 Lacs (previous year Rs. 298.52 Lacs) including Corporate Dividend Distribution Tax of Rs. 31.75 Lacs (previous year Rs. 41.67 Lacs).

DIRECTORS :

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ram Menon, Chairman and Mr. Kumar Nair, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment and your Board recommends for their re-appointment.

Further, the Board of Directors of the Company re-appointed Mr. Ramesh D. Dixit as Vice Chairman & Managing Director and Mr. Nitin Menon as Joint Managing Director of the Company for a period of 5 years w.e.f. 1st April, 2013, subject to the approval of members and the Central Government. Your Board recommends your approval for their re-appointment.

The Board of Directors of the Company appointed Capt. Sudheer S. Naphade as an Additional (Independent) Director of the Company w.e.f. 19th May, 2013. Pursuant to the provisions of Section 260 of the Companies Act, 1956, Capt. Sudheer S. Naphade holds office as such up to the date of forthcoming Annual General Meeting of the Company. The Company has received a notice along with requisite deposit under Section 257 of the Companies Act, 1956 proposing his candidature for the office of Director of the Company.

Dr. Y. S. P. Thorat, Independent Director resigned from the directorship of the Company w.e.f. closing working hours of 19th May, 2013. The Board expresses its appreciation to Dr. Y S. P. Thorat for his valuable guidance as Director of the Company.

Brief resume of the Directors proposed to be appointed / re-appointed as stipulated under Clause 49 of the Listing Agreement with BSE Limited are given in the Notice convening 22nd Annual General Meeting.

PUBLIC DEPOSITS :

During the year under review, the Company has not accepted any public deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules framed thereunder.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

i)The applicable accounting standards have been followed and proper explanations relating to the material departures have been given wherever necessary;

ii)The Directors have 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 at the end of the financial year ended on 31st March, 2013 and of the profit of the Company for that period;

iii)The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv)The Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS :

M/s. P. M. Vardhe & Co., Chartered Accountants, Kolhapur, the Statutory Auditors of your Company hold such office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Your Directors recommend the re-appointment of M/s.P. M. Vardhe & Co., Chartered Accountants, Kolhapur, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit Financial Statements for the financial year 2013-14.

COST AUDITORS :

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and in terms of Circular No. F. No. 52/26/CAB-2010 dated 30th June, 2011 and 52/26/CAB-2010 dated 24th January, 2012 issued by the Ministry of Corporate Affairs, Cost Audit Branch, the Company, with the prior approval of the Central Government, has appointed Mr. Chandrashekhar S. Adawadkar, Cost Accountant, Pune, as Cost Auditors of the Company for Audit of the cost accounting records for the financial year 2012-13.

SECRETARIAL COMPLIANCE CERTIFICATE :

As required under the provisions of Section 383A of the Companies Act, 1956, Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretary, Mumbai is annexed and forming part to this report.

CORPORATE GOVERNANCE REPORT :

Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchange, the following have been made a part of the Annual Report and are attached to this report:

- Management Discussion and Analysis Report

- Corporate Governance Report

- Auditors'' Certificate regarding compliance of conditions of Corporate Governance PARTICULARS OF EMPLOYEES :

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the statement showing the names and other particulars of employees of the Company drawing remuneration not less than Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month is attached to this report and marked as "Annexure A".

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo for the year under review are annexed to this report and marked as "Annexure B".

ACKNOWLEDGMENT :

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Kolhapur RAM MENON

Date : 19th May 2013 Chairman

Mar 31, 2012

The Directors feel great pleasure in presenting 21st Annual Report of your Company with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS : (Rs.in lacs)

Sr. Particulars Current Year Ended Previous No year Ended

on 31.03.2012 on 31.03.2011

1 Total Revenue (Net) 8,795.26 8,027.65

2 Profit before Depreciation & Amortization 1,719.06 1,594.77 Expenses, Finance Cost and Tax

3 Less : Depreciation and Amortization Expenses 413.31 374.62

Finance Cost 236.39 228.92

4 Profit before Tax 1,069.36 991.23

5 Less: Provision for Tax 328.99 353.26

6 Profit after Tax 740.37 637.97

7 Balance of Profit as per last Balance Sheet 1,799.02 1,480.59

8 Previous Year Adjustments 5.38 -

9 Previous Year Expenses - 0.30

10 Balance Available for Appropriation 2,544.77 2,118.26

11 Proposed Rate of Dividend 55% 45%

12 Proposed Dividend 256.85 210.15

13 Tax on Dividend 41.67 34.09

14 Transfer to General Reserve 75.00 75.00

15 Balance of Profit carried to Balance Sheet 2,171.25 1,799.02

RESULTS OF OPERATIONS:

During the year under review, the Company has registered a sale of Rs.8709.10 lacs (previous year Rs. 7965.11 lacs) and Net Profit after Tax of Rs. 740.37 lacs (previous year Rs. 637.97 lacs).

DIVIDEND:

The Company's overall performance during the year under review was satisfactory. Your Directors have pleasure in recommending a dividend of Rs. 2.75/- (55%) per share on the Company's Share Capital [ previous year Rs. 2.25/- (45%) per share]. This will absorb total Cash Outflow of Rs. 298.52 lacs (previous year Rs. 244.24 lacs) including Corporate Dividend Distribution Tax of Rs. 41.67 lacs (previous year Rs. 34.09 lacs).

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any public deposit within the meaning of Section 58A & 58AA of the Companies Act, 1956 and rules framed thereunder.

DIRECTORS:

Mr. Sachin Menon and Mr. B. S. Ajitkumar, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief resume of the Directors proposed to be re-appointed as stipulated under Clause 49 of the Listing Agreement with BSE Limited are given in the Notice convening 21st Annual General Meeting.

AUDITORS:

M/s. P. M. Vardhe & Co., Chartered Accountants, Kolhapur, the Statutory Auditors of your Company hold such office upto the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Your Directors recommend the re-appointment of M/s. P. M. Vardhe & Co., Chartered Accountants, Kolhapur, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial accounts for the financial year ending on 31st March, 2013.

COST AUDITORS:

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and in terms of Circular No. F. No. 52/26/CAB-2010 dated 30th June, 2011 issued by the Ministry of Corporate Affairs, Cost Audit Branch, the Company, with the prior approval of the Central Government, has appointed Mr. Chandrashekhar S. Adawadkar, Cost Accountant, Pune, as Cost Auditors of the Company for Audit of the cost accounting records for the financial year 2011-12.

PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended the statement showing the names & other particulars of the employees of the Company drawing remuneration not less than Rs.60,00,000/- per annum or Rs.5,00,000/- per month is attached to this report and marked as "Annexure A".

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo for the year under review are annexed to this report and marked as "Annexure B".

SECRETARIAL COMPLIANCE CERTIFICATE:

As required under the provisions of Section 383A of the Companies Act, 1956, Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretary, Mumbai is annexed to this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

i) While preparing the Annual Accounts, the applicable accounting standards have been followed and proper explanation relating to the material departures have been given wherever necessary;

ii) The Directors have 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 at the end of the financial year ended 31st March, 2012 and of the profit of the Company for that period;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchange, the following have been made a part of the Annual Report and are attached to this report:

- Management Discussion and Analysis

- Corporate Governance Report

- Auditors' Certificate regarding compliance of conditions of Corporate Governance ACKNOWLEDGMENT:

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Kolhapur R. D. DIXIT NITIN MENON

Date : 27th May, 2012 Vice Chairman & Managing Director Joint Managing Director

Mar 31, 2011

Dear Members,

The Directors feel great pleasure in presenting 20th Annual Report of your company with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS :

(Rs.in lacs) Current Year Previous Year Sr. Particulars Ended on Ended on No. 31.03.2011 31.03.2010

1 Profit before tax 991.23 660.12

2 Provision for tax 353.26 199.30

3 Profit after tax 637.97 460.82

4 Balance of profit as per last Balance Sheet 1,485.05 914.26

5 Previous year adjustments - 294.77

6 Previous year expenses 0.30 1.20

7 Balance available for appropriation 2,122.72 1,668.65

8 Proposed dividend (in Rs. Lacs) 210.15 116.75

9 Proposed Rate of dividend 45% 25%

10 Tax on dividend 34.09 19.84

11 General Reserve 75.00 47.00

12 Balance of profit carried to Balance Sheet 1,803.48 1,485.05

RESULTS OF OPERATIONS :

During the year under review, Company has registered a sale of Rs.7946.63 lacs and net profit of Rs. 637.98 lacs.

DIVIDEND :

The Company's overall performance during the year under review was satisfactory. Your directors have pleasure in recommending a dividend of Rs. 2.25/- (45%) per share on the company's share capital ( previous years Rs. 1.25/- (25%) per share). The proposed payout will be Rs. 210.15 lacs (previous year Rs. 116.75 lacs) in addition to the dividend distribution tax of Rs.34.09 (previous year Rs. 19.84 lacs)

PUBLIC DEPOSITS :

The Company has not accepted any public deposit within the meaning of Section 58A & 58AA of the Companies Act, 1956 and rules framed thereunder.

DIRECTORS :

Dr. Y. S. P. Thorat was appointed as an additional Director of the Company w. e. f. 30.01.2011. Pursuant to the provisions of section 260 of the Companies Act 1956. Dr. Y. S. P. Thorat holds office as such upto the date of forthcoming Annual General Meeting of the Company. The Company has received notice alongwith requisite deposit under section 257 of the Companies Act 1956 proposing his candidature for the office of Director. Mr. T. K. Guha, Executive Director of the Company resigned from the Directorship of the Company w. e. f. 17.09.2010.

Shri Ram Menon and Shri Kumar Nair retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

The Directors recommend the appointment of Dr. Y. S. P. Thorat and reappointment of shri Ram Menon and Shri Kumar Nair as Directors of the Company.

AUDITORS :

M/s. P. M. Vardhe & Co., Chartered Accountants, Kolhapur, are the Statutory Auditors of the Company and hold such office till the conclusion of ensuing Annual General Meeting. The Company has received a letter from them to the effect that, being eligible, they are willing to continue as Statutory Auditors and that the re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

The Directors recommend the re-appointment of M/s. P. M. Vardhe & Co., Chartered Accountants, Kolhapur, as Statutory Auditors of the Company to hold office up to the conclusion of the next Annual General Meeting of the Company

PARTICULARS OF EMPLOYEES :

As required by the provisions of section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) drawing salary of Rs 60,00,000/-per annum or Rs.5,00,000/- per month is enclosed to this report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

As required under the provisions of Section 217(1) e) of the Companies Act, 1956 read together with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo for the year under review are annexed to this report.

SECRETARIAL COMPLIANCE CERTIFICATE :

As required under Section 383A of the Companies Act, 1956, Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretary is annexed to this report.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act 1956, the Board of Directors of the Company hereby confirms that:

i) While preparing the Annual Accounts, the applicable accounting standards have been followed and proper explanation relating to the material departures have been given wherever necessary.

ii) The directors have 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 at the end of the financial year ended 31st March, 2011 and of the profit of the company for that period.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

iv) The Directors have prepared the Annual Accounts on a going concern basis.

Pursuant to Section 217(2AA) of the Companies Act 1956, the Board of Directors of the Company hereby confirms that:

CORPORATE GOVERNANCE REPORT :

Pursuant to Clause 49 of the listing agreement entered in to with the Stock exchange, the following have been made a part of the Annual Report and are attached herewith:

* Management Discussion and Analysis

* Corporate Governance Report

* Auditors' certificate regarding compliance of the conditions of Corporate Governance.

ACKNOWLEDGMENT :

Your Directors wish to place on record their gratitude for the continued co-operation and patronage extended by the esteemed customers both in OEM and after market segments. The Directors would also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance during the year under report by our bankers, all the customers, suppliers of the company and government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees at all levels during the year under report.

For and on behalf of the Board of Directors

Place: Kolhapur RAM MENON Date: May 26, 2011 Chairman

Mar 31, 2010

The Directors feel great pleasure in presenting 19th Annual Report of your company with the Audited Statement of Accounts for the yearended 31st March, 2010.

FINANCIAL HIGHLIGHTS:

(Rs.in lacs)

Sr. Current Year Previous Year

No. Particutars Ended on Ended on

31.03.2010 31.03.2009

1 Profit before tax _ 660.12 477.82

2: Provision for tax; 199.30 171.35

3 Profit after tax 460.82 306.48

4 Balance of profit as per

last Balance Sheet 914.26 776.38

5 Previous year adjustments 294.77 Nil

6. Previous year

7 Balance available for appropriation 1668.65 1082.86

8 Proposed dividend(inRs,Lacsj. 116.75 116.75

9 Proposed Rate of dividend 25% 25%

10. .. Tax on dividend 19.84 19.84

11 .General Reserve 47.00 32.00

12 ., Balance of profit carried,

to Balance Sheet 1485.05 914.27

RESULTS OF OPERATIONS:

During the year under review, Company has registered a sale of Rs. 5647.6 7 lacs and net profit of Rs. 460.82 lacs.

DIVIDEND:

The Companys overall performance during the year under review was satisfactory. Your directors have pleasure in recommending a dividend at the rate of Re.1.25 per share i.e. 25 % on the companys share capital (previous year Rs.2.50 per share i.e. 25% on the companys share capital). The proposed payout will be Rs.116.75 lacs (previous year Rs. 116.75 lacs) in addition to the dividend distribution tax of Rs. 19.84 lacs (previous year Rs. 19.84 lacs).

SUB-DIVISION OF SHARES:

During the year under review, shares of the Company were sub-divjded from face value of Rs.10/- to face value of Rs.5/- per share w.e.f. 09.10.2009.

PUBLIC DEPOSITS:

The Company has not accepted any public deposit within the meaning of Section 58A & 58AA of the Companies Act, 1956 and rules framed thereunder.

DIRECTORS:

Shri Sachin Menon and Shri B.S.Ajitkumar retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

The Board of Directors re-appointed Shri. Nitin Menon as Joint Managing Director, Shri. R. D. Dixit as Vice Chairman and Managing Director and Shri. T. K. Guha as Executive Director for a further period of 3 years w.e.f. 1st July, 2010, subject to the approval of shareholders in their general meeting and Central Government. Your directors recommend for your approval.

AUDITORS:

M/s P. M. Vardhe & Co., Chartered Accountants, Kolhapur, are the Statutory Auditors of the company and hold such office till the conclusion of ensuing Annual General meeting. The company has received a letter from them to the effect that being eligible, they are willing to continue as Statutory Auditors and that the re-appointment, if made would be within the limits prescribed under Section 224(1B)ofthecompaniesact, 1956.

Your directors recommend the re-appointment of M/S. P. M. Vardhe & Co.,Chartered Accountants, Kolhapur, as Statutory Auditors of the Company to hold office up to the conclusion of the next Annual General Meeting of the Company, and to audit the financial account of the company for the year 2010-11.

PARTICULARS OF EMPLOYEES:

As required by the provisions of section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 drawing salary of Rs 24,00,000/-per annum or Rs.2,00,000/-per month is enclosed to this report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read together with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo for the year under review are annexed to this report.

SECRETARIAL COMPLIANCE CERTIFICATE:

As required under Section 383Aof the Companies Act, 1956, Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretary, Mumbai is annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act 1956, the Board of Directors of the Company hereby confirms that:

i) While preparing the Annual Accounts, the applicable accounting standards have been followed and proper explanation relating to the material departures have been given wherever necessary.

ii) The directors have 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 at the end of the financial year ended SI^March, 2010 and of the profit of the company for that period.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

iv) The Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the listing agreement with the stock exchange, the following have been made a part of the Annual Report and are attached herewith:

* Management Discussion and Analysis

* Corporate Governance Report

* Auditors certificate regarding compliance of the conditions of Corporate Governance.

ACKNOWLEDGMENT:

Your Directors wish to place on record their gratitude for the continued co-operation and patronage extended by the esteemed customers both in OEM and after market segments. The Directors would also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance during the year under report by our bankers, all the customers, suppliers of the company and government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees at all levels during the year under report.

For and on behalf of the Board of Directors

Place: Kolhapur RAM MENON

Date: May 11th, 2010 Chairman

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