Mar 31, 2019
DIRECTORS'' REPORT
To,
The Members of Menon Pistons Limited
The Directors'' take pleasure in presenting the 42nd Annual Report together with the audited financial statements for the year ended 31st March 2019. The Management Discussion and Analysis Report have also been incorporated into this report.
Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise and thus certain information which is required in Directors'' Report is clubbed elsewhere and has to be read as a part of Directors'' Report.
1. FINANCIAL HIGHLIGHTS:
Rs. in Lakhs
Particulars |
Current Year 2018 -19 |
Previous Year 2017-2018 |
Revenue from Operations (Net) |
15610.12 |
14972.01 |
Other Income |
68.45 |
149.79 |
Profit before Depreciation & Amortisation Expenses, Finance Cost and Tax |
1929.13 |
1724.78 |
Less: Depreciation & Amortisation Expenses |
483.11 |
440.86 |
Finance Cost |
42.12 |
98.82 |
Profit Before Tax |
1403.90 |
1185.10 |
Less: Tax Expenses |
396.30 |
482.60 |
Profit After Tax |
1007.60 |
702.50 |
Other Comprehensive Income |
(14.67) |
(16.85) |
Total Comprehensive income |
992.93 |
685.65 |
Balance of profit /loss for earlier years |
4780.54 |
4401.80 |
Less: Transferred to General Reserve |
(100.00) |
- |
Less: Dividend on Equity Shares |
(306.00) |
(255.00) |
Less: Dividend Distribution Tax |
(62.90) |
(51.91) |
Balance Carried Forward |
5304.57 |
4780.54 |
STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:
The Company has recorded another steady year of growth, despite performing in a highly competitive environment. The Company''s endeavour is to leverage its technology to meet the needs of the market and strengthen its position in its area of business.
In spite of adverse market conditions, the Company had achieved Rs.156.10 Crores turnover as compared to Rs.149.72 Crores in the previous financial year. The Company is taking steps to perform better by overcoming the adverse market condition.
CHANGE IN NATURE OF BUSINESS, IF ANY:
During the year there was no change in the nature of business of the Company.
TRANSFER TO RESERVES:
The Board of Director of your Company proposes to transfer an amount of Rs. 100 Lakhs to General Reserve. The total balance in General Reserve account as on 31st March, 2019 is Rs. 1098.89 Lakhs.
DIVIDEND:
Your Directors have recommended a final dividend of Re. 0.75 /- (Raise Seventy Five only) per equity share of Re. 1/- each (i.e. 75 %). The total outgo amounts to Rs.3,82,50,000/- (Rupees Three Crores Eighty Two Lakh Fifty Thousand only) and dividend distribution tax of Rs.78,62,400/- (Rupees Seventy Eight Lakh Sixty Two Thousand Four Hundred only).
SHARE CAPITAL OF THE COMPANY:
The paid up equity share capital as on 31st March 2019 was Rs. 510 Lakhs. During the year there was no public issue, rights issue, bonus issue or preferential issue, etc. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no Subsidiary/Joint Ventures/Associate Companies. The Company also does not have any holding Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report. The Company has proposed a final dividend which as per the provisions of Schedule III has not been included in the part of the Balance Sheet but forms part of the Notes to accounts.
CREDIT RATINGS:
The following table provides information of the credit rating of Menon Pistons Limited from "CARE" ratings agency.
Facilities |
Amount (In Crores) |
Rating |
Cash Credit facilities - Fund Based |
18 |
CARE BBB (Stable) |
Packing Credit facilities - Fund Based |
02 |
CARE A2 |
Bank Guarantee facilities - Non Fund Based |
01 |
CARE BBB (Stable) |
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company has made the necessary disclosures in this Report in terms of Section 134 (3) of the Companies Act, 2013 read with Rules 8 of the Companies (Accounts) Rules, 2014. The Company has always strived to optimize energy consumption. Details of the same are provided in Annexure - 1.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions which were entered into during the financial year were on an arm''s length basis and in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee for their approval and to the Board, as and when required.
The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the Company''s website, i.e. www.menonpistons.com. Pursuant to the provisions of Section -134 (3) (h) 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 and prescribed in Form AOC-2 of the Companies (Accounts) Rules, 2014, are appended as Annexure-2 to this report. Related Party Transactions during the year have been disclosed as a part of Financial Statements as required under Indian Accounting Standards issued by the Institute of Chartered Accountants of India. The approval of the members is sought by way of an ordinary resolution for the further related party transactions which are at Arms Length and Ordinary Course of business at the forthcoming Annual General meeting as per provisions of Section 188 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Appointment / Re-appointement
As recommended by Nomination and Remuneration Committee, Mr. Ajitkumar Belur(DIN:00205336) and Mr. Subhash Kutte (DIN: 00233322) have been appointed as an Additional (Independent) Director of the Company w.e.f. 01st April, 2019 and 10th May, 2019 respectively, subject to approval of members of the Company. The approval of members by way of special resolution is also sought for the continuation of Mr. Ajitkumar Belur as an Independent Director (Non-Executive) as per the provisions of Regulation 17 (1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also because he completed his first term as an Independent Director of the Company on 31st March 2019 as per the Companies Act 2013 and has been appointed as an Additional (Independent) Director of the Company for a term of five consecutive years with effect from 1st April, 2019. Further Mr. Ramesh Dattatraya Dixit (DIN: 00626827) who retires by rotation at ensuing Annual General Meeting and being eligible offers himself for re-appointment.
b) Cessation
The Company has informed to Dr. Shivram Bhoje (DIN: 03352809) vide letter dated 20th March, 2019, about the completion of his tenure as an Independent Director of the Company w.e.f. 31st March, 2019. The Company has also received an acknowledgement of the same from Dr. Shivram Bhoje effective as on date. The Board places on record their appreciation for contributions made by Dr. Shivram Bhoje during his tenure.
c) Committees of the Board:
The Board of Directors have constituted committees in order to effectively cater its duties towards diversified role under "the Act" and Listing Agreement with the Stock Exchanges and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). Details of the constitution, terms of references of each committee and number of meetings attended by individual director etc. are provided in the Corporate Governance Report.
d) Policy on Director''s Appointment and Remuneration:
The Policy of the Company on Director''s Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of the directors and other matters provided under Section 178 (3) of the Act and Listing Regulations adopted by the Board and details of the remuneration paid to the Board of Directors are provided in the Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.
e) Board Performance Evaluation Mechanism:
Pursuant to the provisions of "the Act" and Listing Regulations, the Board has carried out the annual performance evaluation. Details of the evaluation mechanism are provided in the Corporate Governance Report. A meeting of Independent Directors was held on 16th October 2018 for evaluation of Board performance.
f) Declarations from the Independent Directors:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Listing Regulations.
g) Key Managerial Personnel:
The Key Managerial Personnel of the Company as per Section 2(51) and 203 of the Act are as follows:
Mr. Sachin Menon |
Chairman & Managing Director |
Mr. S B P Kulkarni |
CFO & Associate Vice President |
Mr. Pramod Suryavanshi |
Company Secretary & Compliance Officer |
NUMBER OF MEETINGS OF THE BOARD:
A calendar of meetings is prepared and circulated in advance to the Directors. During the year Four (4) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under "the Act", Secretarial Standards issued by the Institute of Company Secretaries of India and Listing Regulations.
PARTICULARS OF LOAN, GUARANTEES, INVESTMENTS:
Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report. (Refer notes 2 and 8 of the standalone financial statements)
MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:
As per Regulation 34 (2) (e) of Listing Regulations, the Management Discussion and Analysis Report and the Corporate Governance Report is appended as a part of Annual Report. The Company has obtained a Certificate from the Statutory Auditors confirming compliance with conditions of the Code of Corporate Governance as stipulated in Schedule V (E) of Listing Regulations and the same forms part of this Annual Report.
EXTRACT OF THE ANNUAL RETURN:
Extract of the Annual Return as prescribed under Section 92 (3) of the Companies Act, 2013 in the Form MGT-9 is appended as Annexure - 3 which forms part of this Report. Further the copy of annual return will be placed on the website of the company i.e. www.menonpistons.com under Investor Relations segment.
RISK MANAGEMENT:
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on Severity, Likelihood and Effectiveness of current detection. Such risks are reviewed by the Risk Management Committee on a quarterly basis.
ADEQUACY OF INTERNAL FINANCIAL CONTROL:
The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. The Board has laid down policies and processes in respect of internal financial controls and such internal financial controls were adequate and were operating effectively. The internal financial controls covered the policies and procedures adopted by your Company for ensuring orderly and efficient conduct of business including adherence to your Company''s policies, safeguarding of the assets of your Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy which provides adequate safeguards against victimization of persons who may blow whistle. Protected disclosures can be made by a whistle blower through an email or dedicated telephone line or letter to the Managing Director of the Company or Letter to the Chairman of Audit Committee. Whistle Blower Policy may be accessed on the Company''s website at the link: ''www.menonpistons.com''. We affirm that during the financial year 2018-19, no employee or director was denied access to the Audit Committee.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has constituted Internal Complaints Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, comprising of senior executives of the Company. During the year 2018-19 there was no complaint received before the committee.
CODE OF CONDUCT COMPLIANCE:
A declaration signed by the Managing Director affirming compliance with the Company''s Code of Conduct by the Directors and Senior Management for the Financial Year 2018-19 as required by Schedule V(D)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013 the 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) 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 31st March, 2019 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.
PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/ EMPLOYEES:
The table containing the names and other particulars of employees in accordance with the provisions of
Section 197 (12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure -4 which forms part of this Report.
INDUSTRIAL RELATIONS:
During the year Industrial relations at the Company''s plants continue to be cordial. The Company has taken initiative for safety of employees and implemented regular safety, imparted machine safety training, wearing protective equipment etc.
AUDITORS:
a) STATUTORY AUDITORS:
The Statutory Auditors, M/s. P. G. Bhagwat, Chartered Accountants, Pune, (FRN-101118W) were appointed for the period of 5 consecutive years at the 40th Annual General Meeting of the Company. The Companies Act, 2013 was amended to remove the provisions related to ratification of the Auditors and therefore there is no requirement of ratification of Auditors of the Company.
No adverse remarks/ comments/observations are made by the Statutory Auditors in their report for the year ended 31st March, 2019, except some delay in transfer of Shares to IEPF authority as required under IEPF rules.
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.
b) INTERNAL AUDITOR:
Mr. Abhay Golwalkar, Chartered Accountant, Kolhapur was appointed to conduct the internal audit of the Company for the financial year 2018-19, as required under Section 138 of the Act and the Companies (Accounts) Rules, 2014.
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board and also to the Managing Director. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the process owners.
c) SECRETARIAL AUDITORS:
M/s. DVD & Associates, Company Secretaries, Pune was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2018-19, as required under Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR-3 for Financial Year 2018-19 is appended which forms part of this Directors Report as Annexure- 5.
Annual Secretarial Compliance Report - The Company has received the Annual Secretarial Compliance Report from M/s. DVD & Associates, Company Secretaries, Pune as per the provisions of Regulation 24 A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended which forms part of this Directors Report as Annexure - 6.
There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their report, except some delay in transfer of Shares to IEPF authority as required under IEPF rules.
d) COST AUDITORS:
Pursuant to Section 148 of the Act read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its manufacturing activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. C S Adawadkar & Co., Cost Accountants, Pune to audit the cost accounts of the company for the financial year 2018-19 on a remuneration of Rs. 1.50 Lakhs.
As required under the Act the remuneration payable to the cost auditor is required to be placed before the members at a general meeting for their determination. Accordingly, a resolution seeking member''s determination for the remuneration payable to M/s. C S Adawadkar & Co., Cost Accountants, Pune is included at Item No.4 of the notice convening the Annual General Meeting. The Cost Audit Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.
CORPORATE SOCIAL RESPONSIBILITY POLICY AND ITS REPORT:
The Board of Directors of the Company has constituted the Corporate Social Responsibility Committee (CSR Committee), as per the requirement of the Section 135 of "the Act" read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said Committee has formulated the CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR activities. Additionally, the CSR Policy has been uploaded on the website of the Company at www.menonpistons.com. During the year 2018-19, the Company has contributed Rs.20,60,140/- towards Corporate Social Responsibility by way of contribution to eligible charitable institutions and Company has spent for promotion of education, promotion of traditional art and culture, poverty upliftment, encouragement of sports, medical facility to economically poor families. The details as per the provisions of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 are annexed herewith as Annexure - 7.
ACKNOWLEDGMENT:
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
By Order of the Board |
|
For Menon Pistons Limited |
|
Place : Kolhapur |
Sachin Menon |
Chairman & Managing Director |
|
Date : 10.05.2019 |
DIN: 00134488 |
ANNEXURE -1
TO BOARD''S REPORT
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
[Pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014]
A |
Conservation of Energy : |
|
(i) The steps taken or impact on : conservation of energy |
During the year your Company had implemented various steps to control the power cost in foundry, which is a major, contributor for power cost. We have changed the layout of machines and holding furnace to achieve better productivity and reduce power cost. |
|
(ii) The steps taken by the company for utilizing alternate sources of energy (iii) The capital investment on energy conservation equipments; |
||
B |
Technology absorption : |
|
(i) The efforts made towards technology absorption and R & D. |
Updation of technology and R & D is a continuous process, the Company has successfully absorbed the technology for the manufacture of piston assembly. |
|
(ii)The benefits derived like product improvement, cost reduction, product development or import substitution. |
The Company has been able to successfully develop new products by virtue of technology absorption, adaptation and innovation. Customer''s satisfaction and new business opportunities because of cost, quality, productivity, process flow and speed. Existing as well as new customers are approaching for upgradation in their existing engine designs. |
|
(iii) Expenditure incurred on Research & Development |
It is continuous process to develop new products as per requirements of customers. |
|
C |
Foreign Exchange Earnings & Outgo: |
|
(i) The Foreign Exchange earned in terms of actual inflows during the year: |
Rs. NIL |
|
(ii) The Foreign Exchange outflow in terms of actual outflow during the year: |
Rs. 1,63,75,976.90/- |
By Order of the Board |
|
For Menon Pistons Limited |
|
Sachin Menon |
|
Place : Kolhapur |
Chairman & Managing Director |
Date : 10.05.2019 |
DIN: 00134488 |
ANNEXURE - 2
FORM AOC-2
(Pursuant to Section 134 (3) (h) the Companies Act, 2013 and Rule 8 (2) of the Companies (Accounts) Rules, 2014)
Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms-length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm''s length basis: Nil
2. Details of material contracts or arrangement or transactions at arm''s length basis:
(a) Name(s) of the related party and nature of relationship:
(b) Nature of contracts/arrangements/transactions:
Sr. No. |
Name of related parties |
Nature of relationship |
Nature of transaction |
1. |
Menon Piston Rings Pvt. Ltd. |
A private Company in which Mr. Sachin Menon and Mr. R.D. Dixit are directors. |
To purchase piston rings from MPR and to sale raw material to them for manufacturing of piston rings. |
2. |
Menon Engineering Services |
A partnership firm in which Mr. Sachin Menon is a partner. |
To receive services from MES relating to machining, polishing and finishing required in the manufacture of Pistons. |
3.. |
Menon Exports |
A partnership firm in which Mr. Sachin Menon is partner. |
Sale of pistons, piston pins and piston rings to Menon Exports. |
4. |
Mr. Sachin Ram Menon |
Promoter & Managing Director of the Company. |
Immovable property has given on rent to the Company. |
5. |
Mrs. Gayatri Menon |
Spouse of Mr. Sachin Menon, Managing Director and Promoter of the Company. |
Immovable property has given on rent to the Company. |
6.
|
Ms. Sharanya Menon
|
Daughter of Mr. Sachin Menon, Managing Director and Promoter of the Company |
Salary at arms length for the financial year 2018-19. |
(a) Duration of the contracts/arrangements/transactions: For five years till 31.03.2019
(b) Salient terms of the contracts/arrangements/transactions including the value, if any terms of the contract conform to the prevailing market rates and all the care has been taken to ensure reasonability of prices as compared to the prevailing rates in the market better quality products and timely supplies.
(e) Justification for entering into contracts/arrangements/transactions. such inputs for the company.
ii) Advantages by dealing with Menon Exports:
It is ensured that the contract with the Contracting party is advantageous to the Company and its stakeholders. The Company intends to ensure following aspects by dealing with contracting parties:
i) Advantages by dealing with Menon Piston Rings Private Limited & Menon Engineering Services are:
⢠Cost reduction: Greater control on the inputs processing by the contractee party thereby ensuring cost reduction.
⢠In-time delivery: To ensure timely supplies of materials thereby ensure smooth production flow.
⢠Flexibility: To ensure flexibility in production system, thereby maximizing the sales.
⢠Locational Advantages: To ensure that the supplies are located close to the works thereby ensuring faster delivery.
⢠Direct access to quality enhancement of input process: Control on the production and quality system of the contractee parties, thereby ensure better quality
The firm is looking after the export activities. They are having good network of offices and agents overseas. They are very conversant with overseas market. This type of relationship is beneficial to the company and its shareholders.
(f) Date(s) of approval by the Board of Directors: All the quarterly meetings held during the financial year 2018-19. The new approval for 5 years from 1st April 2019 to 31st March 2024 has been accorded at the Board Meeting of the Company held on 10th May 2019 as per the provisions of the Companies Act, 2013, subject to the approval of members at ensuing annual general meeting.
(g) Amount paid as advances, if any: Disclosed in Note 37 to the Standalone Financial Statement.
3. The details of all related party transactions as per Indian Accounting Standards have been disclosed in Note 37 to the Standalone Financial Statement.
By Order of the Board |
|
For Menon Pistons Limited |
|
Sachin Menon |
|
Place : Kolhapur |
Chairman & Managing Director |
Date : 10.05.2019 |
DIN: 00134488 |
ANNEXURE - 3
FORM NO. MGT - 9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31st March, 2019
[Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management
and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
1. |
CIN |
L34300MH1977PLC019823 |
2. |
Registration Date |
25.08.1977 |
3. |
Name of the Company |
Menon Pistons Limited |
4. |
Category/Sub-Category of the Company |
Company limited by shares / Indian Non-Govt. Co. |
5. |
Address of the Registered office & contact Details |
182, Shiroli, Kolhapur - 416122 |
Telephone: 91-230 - 2468041/2468042 |
||
Website: www.menonpistons.com |
||
Email: [email protected] |
||
6. |
Whether listed Company (Yes/No):- |
Yes |
7. |
Name, Address and Contact details of Registrar and Transfer Agent, if any |
M/s Link Intime India Private Limited, |
202-A, 2nd Floor, "Akshay Complex", |
||
Off Dhole Patil Road, Pune - 411 001. |
||
Telephone:-020-26161629 |
||
Fax Number:- 020-26163503 |
||
Email: [email protected] |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
Sr. No. |
Name and Description of Main Product/Services |
NIC Code of the Product |
% to total turnover of the company |
1. |
Piston/Piston Assemblies |
2811,2910,2930 |
87.83 |
2. |
Gudgeon Pins, Circlips |
2930 |
12.17 |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -
The Company does not have any holding, subsidiary, associate, joint venture company of its own.
Sr. No. |
Name and address of the Company |
CIN/GLN |
Holding/Subsidiary / Associate |
% of shares held |
Applicable Section |
1. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
a) CATEGORY-WISE SHARE HOLDING.
Category of shareholders |
No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year |
% Change during the year |
||||||
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
||
A. Promoters Shareholding |
|||||||||
I.Indian |
|||||||||
a. Individual/ HUF |
34270480 |
- |
34270480 |
67.1970 |
34270480 |
- |
34270480 |
67.1970 |
0.00 |
b. Central Govt. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
c. State Govt. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
d. Bodies Corp. |
- |
3657430 |
3657430 |
7.1714 |
3657430 |
- |
3657430 |
7.1714 |
0.00 |
e. Bank/ Fl |
- |
- |
- |
- |
- |
- |
- |
- |
- |
f. Any Other |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Sub-total(A) (1):- |
34270480 |
3657430 |
37927910 |
74.3685 |
37927910 |
- |
37927910 |
74.3685 |
0.00 |
2. Foreign |
|||||||||
a. NRI- Individual |
- |
- |
- |
- |
- |
- |
- |
- |
- |
b. Government |
- |
- |
- |
- |
- |
- |
- |
- |
- |
c. Body Corporate |
- |
- |
- |
- |
- |
- |
- |
- |
- |
d. Bank/ Fl |
- |
- |
- |
- |
- |
- |
- |
- |
- |
e. Any Others |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Sub-total(A) (2):- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Total Share Holding of Promoters A (1 2) |
34270480 |
3657430 |
37927910 |
74.3685 |
37927910 |
- |
37927910 |
74.3685 |
0.00 |
B. Public Shareholding |
|||||||||
1. Institution |
|||||||||
a. Mutual Funds |
- |
- |
- |
- |
- |
- |
- |
- |
- |
b. Venture Capital Fund |
|||||||||
c. Alternate Invest. Fund |
- |
- |
- |
- |
- |
- |
- |
- |
- |
d. Foreign Venture Capital ventures |
- |
- |
- |
- |
- |
- |
- |
- |
- |
e. Foreign Portfolio Investor |
- |
- |
- |
- |
- |
- |
- |
- |
- |
f. Bank/FI |
- |
6000 |
6000 |
0.0118 |
- |
6000 |
6000 |
0.0118 |
0.00 |
g. Insurance Co. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
h. Others |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Sub-total (Bl) |
6000 |
6000 |
0.0118 |
- |
6000 |
6000 |
0.0118 |
0.00 |
|
2. Central Govt./State Govt./President of India |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Sub-total (B2) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
3. Non-Institutions |
|||||||||
a. Individual |
|||||||||
i. Individual shareholders holding nominal share capital upto Rs. 1 Lakh |
7727144 |
987550 |
8714694 |
17.0876 |
7835623 |
942550 |
8778173 |
17.2121 |
0.1245 |
Category of shareholders |
No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year |
% Change during the year |
||||||
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
||
ii. Individual shareholders holding nominal share capital in excess of Rs. 1 Lakh |
2434554 |
- |
2434554 |
4.7736 |
2581683 |
- |
2581683 |
5.0621 |
0.2885 |
b. NBFCs registered with RBI |
- |
- |
- |
- |
- |
- |
- |
- |
- |
c. Overseas Depositories |
- |
- |
- |
- |
- |
- |
- |
- |
- |
d. Any others |
|||||||||
1. HUF |
752122 |
- |
752122 |
1.4747 |
710227 |
- |
710227 |
1.3926 |
-0.0821 |
2. NRI (Non-Repat) |
24667 |
- |
24667 |
0.0484 |
36912 |
- |
36912 |
0.0724 |
0.0240 |
3. NRI (Repat) |
69181 |
- |
69181 |
0.1356 |
93172 |
- |
93172 |
0.1827 |
0.0471 |
4. Office bearers |
- |
7000 |
7000 |
0.0137 |
- |
4500 |
4500 |
0.0088 |
-0.0049 |
5. Clearing member |
129038 |
- |
129038 |
0.2530 |
33598 |
- |
33598 |
0.0659 |
-0.1871 |
6. Body Corporate |
871834 |
63000 |
934834 |
1.8330 |
764825 |
63000 |
827825 |
1.6232 |
-0.2098 |
Sub-total (B3) |
12008540 |
1057550 |
13066090 |
25.6197 |
12056040 |
1010050 |
13066090 |
25.6198 |
0.0001 |
Total Public Shareholding B= (1 2 3) |
12008540 |
1063550 |
13072090 |
25.6315 |
12056040 |
1016050 |
13072090 |
25.6315 |
0.0000 |
C. Shares held by Custodians for GDR''s and ADRs |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Grand Total (A B C) |
46279020 |
4720980 |
51000000 |
100.00 |
49983950 |
1016050 |
51000000 |
100.00 |
0.00 |
b) SHAREHOLDING OF PROMOTERS:
Sr. No |
Shareholder''s Name |
Shareholding at the beginning of the year 2018 |
Shareholding at the end of the year 2019 |
% Change in shareholding during the year |
||||
No. of Shares Held |
% of total shares of the company |
% of shares Pledged/ encumbered to total shares |
No. of Shares Held |
% of total shares of the company |
% of shares Pledged/ encumbered to total shares |
|||
1 |
Sachin Ram Menon |
10701660 |
20.9836 |
0.00 |
10701660 |
20.9836 |
0.00 |
0.00 |
2 |
Gayatri Sachin Menon |
7242832 |
14.2016 |
0.00 |
7242832 |
14.2016 |
0.00 |
0.00 |
3 |
*Menon Metals & Alloys Pvt. Ltd. |
3657430 |
7.1714 |
0.00 |
3657430 |
7.1714 |
0.00 |
0.00 |
4 |
Radhamani Ram Menon |
2565620 |
5.0306 |
0.00 |
2565620 |
5.0306 |
0.00 |
0.00 |
5 |
Ram Menon |
1134380 |
2.2243 |
0.00 |
1134380 |
2.2243 |
0.00 |
0.00 |
6 |
Devika Sachin Menon |
4208664 |
8.2523 |
0.00 |
4208664 |
8.2523 |
0.00 |
0.00 |
7 |
Sharanya Sachin Menon |
4208664 |
8.2523 |
0.00 |
4208664 |
8.2523 |
0.00 |
0.00 |
8 |
Nivedita Sachin Menon |
4208660 |
8.2523 |
0.00 |
4208660 |
8.2523 |
0.00 |
0.00 |
Total |
37927910 |
74.3684 |
0.00 |
37927910 |
74.3684 |
0.00 |
0.00 |
* During the year there was a conversion of Menon Metals and Alloys Private Limited to Menon Metals and Alloys LLP. c) CHANGE IN PROMOTERS'' SHAREHOLDING (PLEASE SPECIFY, IF THERE IS NO CHANGE):
Sr. No. |
Name & Type of Transaction |
Shareholding at the beginning of the year |
Transaction during the year |
Cumulative Shareholding at the end of the year |
|||
No. of Shares Held |
% of Total Shares |
Date of Transaction |
No. of Shares |
No. of Shares Held |
% of Total Shares |
||
During the year there is no any change in Promoters'' Shareholding |
d) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS) AS ON 31.03.2019:
Sr. No |
Name & Type of Transaction |
Shareholding at the beginning of the year2018 |
Transactions during the year |
Cumulative Shareholding at the end of the year2019 |
|||
No. of Shares held |
% of Total Shares of the Company |
Date of Transaction |
No. of Shares |
No. of Shares held |
% of Total Shares of the Company |
||
1 |
Vatsala P Nair |
1098000 |
2.1529 |
||||
At the end of the year |
1098000 |
2.1529 |
|||||
2 |
Urmila Jethalal Vora |
300060 |
0.5884 |
||||
Transfer |
27 Apr 2018 |
(641) |
299419 |
0.5871 |
|||
Transfer |
22 Jun 2018 |
641 |
300060 |
0.5884 |
|||
Transfer |
22 Mar 2019 |
(9465) |
290595 |
0.5698 |
|||
At the end of the year |
290595 |
0.5698 |
|||||
3 |
KJMC Financial Services Ltd |
307458 |
0.6029 |
||||
Transfer |
31 Aug 2018 |
(2455) |
305003 |
0.5980 |
|||
Transfer |
19 Oct 2018 |
(4819) |
300184 |
0.5886 |
|||
Transfer |
26 Oct 2018 |
(1000) |
299184 |
0.5866 |
|||
Transfer |
30 Nov 2018 |
(300) |
298884 |
0.5860 |
|||
Transfer |
07 Dec 2018 |
(3700) |
295184 |
0.5788 |
|||
Transfer |
11 Jan 2019 |
(3291) |
291893 |
0.5723 |
|||
Transfer |
25 Jan 2019 |
(27500) |
264393 |
0.5184 |
|||
At the end of the year |
264393 |
0.5184 |
|||||
4 |
Namitta Shirish Oswal |
215709 |
0.4230 |
||||
Transfer |
06 Apr 2018 |
(450) |
215259 |
0.4221 |
|||
Transfer |
13 Apr 2018 |
(845) |
214414 |
0.4204 |
|||
Transfer |
20 Apr 2018 |
(480) |
213934 |
0.4195 |
|||
Transfer |
27 Apr 2018 |
(200) |
213734 |
0.4191 |
|||
Transfer |
04 May 2018 |
(803) |
212931 |
0.4175 |
|||
Transfer |
11 May 2018 |
(840) |
212091 |
0.4159 |
|||
Transfer |
18 May 2018 |
(540) |
211551 |
0.4148 |
|||
At the end of the year |
211551 |
0.4148 |
|||||
5 |
Nidhi Jawahar |
0 |
0.0000 |
||||
Transfer |
26 Oct 2018 |
7710 |
7710 |
0.0151 |
|||
Transfer |
02 Nov 2018 |
28191 |
35901 |
0.0704 |
|||
Transfer |
09 Nov 2018 |
1754 |
37655 |
0.0738 |
|||
Transfer |
16 Nov 2018 |
49512 |
87167 |
0.1709 |
|||
Transfer |
23 Nov 2018 |
45532 |
132699 |
0.2602 |
|||
Transfer |
30 Nov 2018 |
22556 |
155255 |
0.3044 |
|||
Transfer |
07 Dec 2018 |
16598 |
171853 |
0.3370 |
|||
Transfer |
14 Dec 2018 |
2631 |
174484 |
0.3421 |
|||
Transfer |
21 Dec 2018 |
16000 |
190484 |
0.3735 |
Sr. No |
Name & Type of Transaction |
Shareholding at the beginning of the year |
Transactions during the year |
Cumulative Shareholding at the end of the year |
|||
No. of Shares held |
% of Total Shares of the Company |
Date of Transaction |
No. of Shares |
No. of Shares held |
% of Total Shares of the Company |
||
Transfer |
04 Jan 2019 |
184 |
190668 |
0.3739 |
|||
Transfer |
11 Jan 2019 |
20000 |
210668 |
0.4131 |
|||
Transfer |
18 Jan 2019 |
200 |
210868 |
0.4135 |
|||
Transfer |
29 Mar 2019 |
(7586) |
203282 |
0.3986 |
|||
At the end of the year |
203282 |
0.3986 |
|||||
6 |
Reena Chaturvedi |
176000 |
0.3451 |
||||
At the end of the year |
176000 |
0.3451 |
|||||
7 |
Ajinkya Electromelt Pvt Ltd. |
85533 |
0.1677 |
||||
Transfer |
27 Apr 2018 |
4698 |
90231 |
0.1769 |
|||
Transfer |
30 Jun 2018 |
16239 |
106470 |
0.2088 |
|||
Transfer |
06 Jul 2018 |
13827 |
120297 |
0.2359 |
|||
Transfer |
13 Jul 2018 |
4899 |
125196 |
0.2455 |
|||
Transfer |
20 Jul 2018 |
9516 |
134712 |
0.2641 |
|||
Transfer |
27 Jul 2018 |
11169 |
145881 |
0.2860 |
|||
Transfer |
03 Aug 2018 |
5558 |
151439 |
0.2969 |
|||
Transfer |
10 Aug 2018 |
900 |
152339 |
0.2987 |
|||
Transfer |
24 Aug 2018 |
6300 |
158639 |
0.3111 |
|||
Transfer |
07 Sep 2018 |
913 |
159552 |
0.3128 |
|||
Transfer |
12 Oct 2018 |
11088 |
170640 |
0.3346 |
|||
Transfer |
26 Oct 2018 |
1620 |
172260 |
0.3378 |
|||
At the end of the year |
172260 |
0.3378 |
|||||
8 |
Desai Pallavkumar Saubhagyachandra |
140000 |
0.2745 |
||||
Transfer |
25 May 2018 |
3000 |
143000 |
0.2804 |
|||
Transfer |
08 Jun 2018 |
7000 |
150000 |
0.2941 |
|||
At the end of the year |
150000 |
0.2941 |
|||||
9 |
Faria Kishor Bhanji |
122305 |
0.2398 |
||||
Transfer |
27 Jul 2018 |
1 |
122306 |
0.2398 |
|||
Transfer |
26 Oct 2018 |
94 |
122400 |
0.2400 |
|||
Transfer |
23 Nov 2018 |
1 |
122401 |
0.2400 |
|||
Transfer |
07 Dec 2018 |
99 |
122500 |
0.2402 |
|||
Transfer |
18 Jan 2019 |
1 |
122501 |
0.2402 |
|||
Transfer |
25 Jan 2019 |
1 |
122502 |
0.2402 |
|||
Transfer |
01 Feb 2019 |
1 |
122503 |
0.2402 |
|||
Transfer |
08 Mar 2019 |
2 |
122505 |
0.2402 |
|||
Transfer |
15 Mar 2019 |
23 |
122528 |
0.2403 |
|||
At the end of the year |
122528 |
0.2403 |
Sr. No |
Name & Type of Transaction |
Shareholding at the beginning of the year |
Transactions during the year |
Cumulative Shareholding at the end of the year |
|||
No. of Shares held |
% of Total Shares of the Company |
Date of Transaction |
No. of Shares |
No. of Shares held |
% of Total Shares of the Company |
||
10 |
Sanjay Jethalal Vora |
165000 |
0.3235 |
||||
Transfer |
20 Apr 2018 |
(10735) |
154265 |
0.3025 |
|||
Transfer |
27 Apr 2018 |
(1937) |
152328 |
0.2987 |
|||
Transfer |
16 Nov 2018 |
(136328) |
16000 |
0.0314 |
|||
Transfer |
23 Nov 2018 |
(104) |
15896 |
0.0312 |
|||
At the end of the year |
15896 |
0.0312 |
e) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Sr. No |
Name of the Director/KMP |
No. of Shares |
% of total shares of the company |
Changes during the year |
No. of Shares |
% of total shares of the company |
|
Nos. of Shares |
% of total shares |
||||||
1. |
Mr. Sachin Menon |
10701660 |
20.98 |
- |
- |
10701660 |
20.98 |
2. |
Mr. R. D. Dixit |
13980 |
0.03 |
- |
- |
13980 |
0.03 |
3. |
Mr. Ajit Kumar Belur |
- |
- |
- |
- |
- |
- |
4. |
Dr. Shivram Bhoje* |
- |
- |
- |
- |
- |
- |
5. |
Mrs. Sadhana Zadbuke |
- |
- |
- |
- |
- |
- |
6. |
Mr. S. B. P. Kulkarni |
4500 |
0.009 |
1000 |
0.001 |
5500 |
0.010 |
7. |
Mr. Pramod Suryavanshi |
- |
- |
- |
- |
- |
- |
Director till 31.03.2019
I. INDEBTEDNESS:
NDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING/ACCRUED BUT NOT DUE FOR PAYMENT:
Particulars |
Secured Loans excluding Deposits |
Unsecured Loans |
Deposits |
Total Indebtedness |
Indebtedness at the beginning of the financial year 01.04.2018 |
||||
1) Principal Amount |
816.58 |
- |
- |
816.58 |
2) Interest due but not paid |
- |
- |
- |
- |
3) Interest accrued but not due |
- |
- |
- |
- |
Total of (1 2 3) |
816.58 |
- |
- |
816.58 |
Change in Indebtedness during the financial year |
||||
Addition |
- |
- |
- |
- |
- Reduction |
(571.75) |
- |
- |
(571.75) |
Net change |
(571.75) |
- |
- |
(571.75) |
Indebtedness at the end of the financial year 31-03-2019 |
||||
1) Principal Amount |
244.83 |
- |
- |
244.83 |
2) Interest due but not paid |
||||
3) Interest accrued but not due |
||||
Total of (1 2 3) |
244.83 |
- |
- |
244.83 |
(Amount in Lakhs
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(Amount in Lakhs)
Sr. No |
Particulars of Remuneration |
Name of MD/WTD/Manager |
Total Amount |
Chairman & Managing Director |
|||
Mr. Sachin Ram Menon |
|||
1. |
Gross Salary |
||
(a) Salary as per provisions contained in Section 17 (1) of the Income Tax Act, 1961 |
70.57 |
70.57 |
|
(b) Value of Perquisites under Section 17 (2) of the Income Tax Act, 1961 |
9.05 |
9.05 |
|
(c) Profits in lieu of Salary under Section 17 (3) of the Income Tax Act, 1961 |
- |
- |
|
2. |
Stock Option |
- |
- |
3. |
Sweat Equity |
- |
- |
Commission |
|||
4. |
- As % of Profit |
- |
- |
- Others, specify |
|||
5. |
Others, please specify - Sitting Fees |
0.004 |
0.004 |
Total |
79.62 |
79.62 |
|
Ceiling as per the Act: |
As per section 197 a Company having profits in a financial year may pay remuneration to a managerial person not exceeding Eleven percent of the net profit of the Company. |
B. REMUNERATION TO OTHER DIRECTORS:
(Amount in Rs.)
Sr. No |
Particulars of Remuneration |
Name of Directors |
Total Amount |
|||
Mr. R. D. Dixit |
Mr. Ajitkumar Belur |
Dr. Shivram Bhoje* |
Mrs. Sadhana Zadbuke |
|||
1 |
Independent Directors |
|||||
-Fee for attending Board/ Committee Meetings |
- |
3,000 |
4,000 |
4,000 |
11,000 |
|
- Commission |
- |
- |
- |
- |
- |
|
-Others |
- |
- |
- |
- |
- |
|
Total (1) |
- |
3,000 |
4,000 |
4,000 |
11,000 |
|
2 |
Other Non Executive Directors |
|||||
-Fee for attending Board / Committee Meetings |
4,000 |
- |
- |
- |
4,000 |
|
- Commission |
- |
- |
- |
- |
- |
|
-Others |
- |
- |
- |
- |
||
Total (2) |
4,000 |
- |
- |
- |
4000 |
|
Total (B)= (1 2) |
4,000 |
3,000 |
4,000 |
4,000 |
15000 |
|
Overall Ceiling as per the Act |
1% of the net profits of the Company if MD is there and 3% if M D is not there. The sitting fees are excluded from managerial remuneration but the maximum sitting fees may be paid is Rs. 1,00,000/- per meeting. |
* Director till 31.03.2019
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:
Sr. No |
Particulars of Remuneration |
Name of the KMP |
Total Amount (In Lakhs) |
|
CFO |
Company Secrertary |
|||
Mr. S.B.P. Kulkarni |
Mr. Pramod Suryavanshi |
|||
1 |
Gross Salary |
|||
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 |
17.48 |
2.71 |
20.19 |
|
(b) Value of perquisites u/s!7(2) of the Income Tax Act, 1961 |
2.74 |
0.25 |
2.99 |
|
(c) Profits in lieu of salary under Section 17(3) of the Income Tax Act, 1961 |
- |
- |
- |
|
2 |
Stock Option |
- |
- |
- |
3 |
Sweat Equity |
- |
- |
- |
Commission |
||||
4 |
- As % of Profit |
- |
- |
- |
- Others, specify |
||||
5 |
Others, please specify |
- |
- |
- |
Total (A) |
20.22 |
2.96 |
23.18 |
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NA
By Order of the Board |
|
For Menon Pistons Limited |
|
Sachin Menon |
|
Place : Kolhapur |
Chairman & Managing Director |
Date : 10.05.2019 |
DIN: 00134488 |
ANNEXURE-4
PURSUANT TO THE PROVISIONS OF SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERAIOTN OF
MANAGERIAL PERSONNEL) RULES, 2014
- Median Remuneration of the employees of the company for the financial year is Rs.3,06,762/-
1) |
The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year ending 31st March, 2019: |
|
Sr. No |
Name of the Director |
Ratio of remuneration to the median remuneration of the employees |
1 |
Mr. Sachin Menon |
26.02 |
2 |
Mr. R. D. Dixit |
0.01 |
3 |
Mr. Ajitkumar Belur |
0.01 |
4 |
Dr. Shivram Bhoje |
0.01 |
5 |
Mrs. Sadhana Zadbuke |
0.01 |
ID |
The percentage increase in remuneration of each Director, CFO, CS or Manager if any for the financial year ending 31st March, 2019: |
|
Sr. No |
Name of the Director, CFO, CS or Manager |
% Increase over last Financial Year |
1 |
Mr. Sachin Menon |
9.73 |
2 |
Mr. R. D. Dixit |
0.00 |
3 |
Mr. Ajitkumar Belur |
0.00 |
4 |
Dr. Shivram Bhoje |
0.00 |
5 |
Mrs. Sadhana Zadbuke |
0.00 |
6 |
Mr. S.B.P. Kulkarni-CFO |
10.47 |
7 |
Mr. Pramod Suryavanshi - CS |
6.55 |
III) The percentage increase in the median remuneration of employees in the financial year ending 31st March, 2019:-11.60%
IV) The Number of permanent employees on the rolls of the Company: 389
V) The average remuneration is commensurate with the size and performance of the Company.
VI) Comparison of the remuneration of the KMP against the performance of the Company:-
It is commensurate with the turnover and profits of the Company and performance of the individual.
VII) The average percentage increase in the salaries of employees excluding Key Managerial Personnel was 5.94 % over the previous year. The average increase in the salaries of Key Managerial Personnel was 8.92 %. The increase in KMP remuneration was based on the recommendations of the Nomination & Remuneration Committee to revise the remuneration as per Industry Benchmark.
VIM) Key parameters for any variable component of remuneration availed by the directors.-NA
IX) There a re no employees getting remuneration higher than that of the MD.
X) It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees
XI) |
Name of the top ten employees of the Company in terms of remuneration drawn |
||||||||
Sr. No |
Name |
Designation |
Remuneration (Gross Amt.) (Rs. in Lakhs) |
Nature of employment, whether contractual or otherwise |
Qualification & Experience in years |
Date of Commencement of employment |
Age in (years) |
Last employment held before joining the Company |
The % of equity shares held by the employee |
1. |
Sachin Menon |
Chairman & Managing Director |
79.62 |
Permanent |
BE/ 35 |
01-08-1984 |
55 |
N.A. |
20.98 |
2. |
S B P Kulkarni |
CFO& Associate Vice President |
20.22 |
Permanent |
B. Com / 14.6 |
01-09-2004 |
73 |
Birla Group |
0.0107 |
3. |
Amit Arun Deshpande |
GM-Operation |
20.11 |
Permanent |
BE/ 23 |
23-07-1996 |
44 |
N.A. |
0.0007 |
4. |
Shailendra Hiralal Hardia |
Sr. Manager |
9.81 |
Permanent |
B. Com / 27 |
07-04-2008 |
48 |
N.A. |
- |
5. |
Vinay Gupta |
Sr. Manager |
9.36 |
Permanent |
B. Com / 22 |
01-04-1998 |
41 |
City Wave Link |
- |
6. |
Shrikant Anant Patil |
Manager |
7.13 |
Permanent |
AMIE/ 25 |
10-04-1994 |
56 |
Jai Hind Eng. |
- |
7. |
Akhil Suresh Sarnaik |
Sr. Asst. Manager |
6.61 |
Permanent |
B. Com / 14 |
01-10-2016 |
43 |
In Touch Systems PL |
- |
8. |
Gopichand Gundappa Kumbhoje |
Dy. Manager |
6.28 |
Permanent |
BE/11 |
01-04-2011 |
36 |
Auto Part |
- |
9. |
Sachin Madhukar Bhosale |
Dy. Manager |
5.70 |
Permanent |
DIE/22 |
23-07-1999 |
43 |
KNN Network |
- |
10 |
Ramesh Ramaji Ghotne |
Manager |
5.34 |
Permanent |
B. Com / 23 |
18-09-2012 |
53 |
Priyadarshini Polysacks |
- |
* No employee is a relative of any director/manager of the company
For Menon Pistons Limited |
||
Sachin Menon Chairman & Managing Director |
Ajitkumar Belur Chairman of Nomination & Remuneration Committee |
|
Place : Kolhapur |
||
Date : 10.05.2019 |
DIN: 00134488 |
DIN: 00205336 |
ANNEXURE-5
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2019
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Menon Pistons Limited,
182 Shiroli, Kolhapur 416122
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Menon Pistons Limited (hereinafter called "the Company")
Secretarial Audit was conducted for the year from 1st April 2018 to 31st March 2019, in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances of the Company and expressing our opinion thereon.
Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March 2019 ("Audit Period"), complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and legal compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2019 according to the provisions of the following list of laws and regulations:
(i) The Companies Act, 2013 (the Act) and the rules made there under Without disqualifying the report, we state that
the Company is in process of filing of form IEPF-4 for filing statement of shares transferred to the Investor Education and Protection Fund.
(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; [Not applicable during the Audit Period]
(v) The following Regulations prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-
(a)The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
(b)The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; [Not applicable during the Audit Period].
(d)The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; [Not applicable during the Audit Period]
(e)The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; [Not
applicable during the Audit Period] (f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
[Not applicable during the Audit Period] (g)The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client; (h)The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; [Not
applicable during the Audit Period]
(vi) Other applicable laws:
There are no other laws which are specifically applicable to the Company.
(vii) The Company has a Compliance Management System installed and which is running effectively and efficiently for the Compliances of General Laws as specified by the directives issued by the Institute of Company Secretaries of India. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We have also examined compliance with the applicable clauses of the following:
Secretarial Standards issued by The Institute of Company Secretaries of India.
The Listing Agreement entered into by the Company with Bombay Stock Exchange Limited and SEBI
(Listing Obligations and Disclosure Requirements) Regulations.
Duringthe period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. as mentioned above which are applicable.
We further report that:-
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda are sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members'' views are captured and recorded as part of the minutes.
For DVD & Associates |
|
Company Secretaries |
|
Devendra Deshpande |
|
Place : Kolhapur |
PCS No. 6099 |
Date : 10.05.2019 |
CP No. 6515 |
Note: This report is to be read with our letter of even date which is annexed as ''Annexure A'' and forms an integral part of this report.
Annexure ''A''
To,
The Members,
Menon Pistons Limited,
182,Shiroli, Kolhapur416122
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
4. Where ever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
For DVD & Associates |
|
Company Secretaries |
|
Devendra Deshpande |
|
Place : Kolhapur |
PCS No. 6099 |
Date : 10.05.2019 |
CP No. 6515 |
ANNEXURE-6
Secretarial Compliance Report of Menon Pistons Limited for the year ended 31st March, 2019
We, DVD & Associates, have examined:
(a) all the documents and records made available to us and explanation provided by Menon Pistons Limited ("the listed entity"),
(b) the filings/submissions made by the listed entity to the stock exchanges,
(c) website of the listed entity,
(d) any other document/filing, as may be relevant, which has been relied upon to make this certification, for the year ended 31st March, 2019 ("Review Period") in respect of compliance with the provisions of:
I. the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued there under; and
II. the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made there under and the Regulations, circulars, guidelines issued there under by the Securities and Exchange Board of India ("SEBI");
The specific Regulations, whose provisions and the circulars/guidelines issued there under, have been examined, include:-
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; [Not applicable during the review period]
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; [Not applicable during the review period]
(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; [Not applicable during the review period]
(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; [Not applicable during the review period]
(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013; [Not applicable during the review period]
(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
and based on the above examination, We hereby report that, during the Review Period:
The listed entity has complied with the provisions of the above Regulations and circulars/guidelines issued there under, except in respect of matters specified below:-
Sr. No. |
Compliance Requirement (Regulations/ circulars/ guidelines including specific clause) |
Deviations |
Observations/ (Regulations/ Remarks of the Practicing Company Secretary |
NA |
NA |
NA |
NA |
(a) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/guidelines issued there under in so far as it appears from our examination of those records.
(b) The following are the details of actions taken against the listed entity / its promoters / directors / material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts / Regulations and circulars/guidelines issued there under:
Sr. No. |
Action taken by |
Details of Violation |
Details of action taken |
Observations/remarks of the Practicing Company Secretary, if any. |
NA |
NA |
NA |
NA |
NA |
c) The listed entity has taken the following actions to comply with the observations made in previous reports:
Sr. No. |
Observations of the Practicing Company Secretary in the previous reports |
Observations made in the secretarial compliance report for the year ended 31st March, 2019 (The years are to be mentioned) |
Actions taken by the listed entity, if any |
Comments of the Practicing Company Secretary on the actions taken by the listed entity |
NA |
NA |
NA |
NA |
NA |
For DVD & Associates |
|
Company Secretaries |
|
Devendra Deshpande |
|
Place : Kolhapur |
PCS No. 6099 |
Date : 10.05.2019 |
CP No. 6515 |
ANNEXURE-7 REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:
Sr. No. |
Particulars |
Details |
1 |
A brief outline of the Company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs |
Detailed policy is being uploaded on the website of the Company i.e. www.menonpistons.com |
2 |
The Composition of the CSR Committee. |
Details of the same are provided in Report on Corporate Governance enclosed herewith. |
3 |
Average net profit of the company for last three financial years |
Rs. 9,72,03,650/- |
4 |
Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) |
Rs. 19,44,100/- ( Rs. Nineteen Lakh Forty Four Thousand One Hundred only) |
5 |
Details of CSR spent during the financial year, a) Total amount to be spent for the financial year b) Amount unspent jf any c) Manner in which the amount spent during the financial year is detailed below: |
a) Rs. 19,44,100/-b) Rs.O/-c) Company has spent its CSR obligation for Promotion of education, Promotion of traditional art & culture, Poverty upliftment, Encouragement of Sports, Medical facility to economically poor families. The Company has spent an amount of Rs.20.60/- Lakhs during the year under review which is more than the minimum CSR spending required as per Section 135 of the Act. |
6 |
In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the reasons for not spending the amount: |
NA |
CSR Committee hereby confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company. |
For Menon Pistons Limited |
|
Sachin Menon |
|
Chairman & Managing Director |
|
Place : Kolhapur |
Chairman of CSR Committee |
Date : 10.05.2019 |
DIN: 00134488 |
Mar 31, 2018
DIRECTORS'' REPORT
To,
The Members of Menon Pistons Limited.
The Directors take pleasure in presenting the 41st Annual Report together with the audited financial statements for the year ended 31st March 2018. The Management Discussion and Analysis Report has also been incorporated into this report.
Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise, and thus certain information which is required in Directors Report is clubbed elsewhere and has to be read as a part of Directors''Report.
1. FINANCIAL SUMMARY/HIGHLIGHTS:
(Rs. in Lakhs)
Particulars |
Current Year 2017 -18 |
Previous Year 2016-2017 |
Revenue from Operations (Net) and other income |
15096.89 |
15010.89 |
Less:-Usual working expenses including Depreciation |
13911.79 |
13928.69 |
Depreciation |
440.86 |
437.94 |
Profit Before Tax (PBT) |
1185.10 |
1082.21 |
Less:- Provision for Tax |
482.60 |
342.38 |
Profit After Tax (PAT) |
702.50 |
739.83 |
Other Comprehensive Income as per IND AS |
(16.85) |
(27.61) |
Total Comprehensive income |
685.65 |
712.22 |
The above table is as per the IND AS and necessary reconciliation of the figures for the last financial years were made according to the Standards. The Ministry of Corporate Affairs (MCA) on 16th February 2015 notified that IND AS are applicable to certain class of companies from 1st April 2016. IND AS is applicable to the Company w. e. f. 1st April 2017.
The reconciliation and description of the effect of the transition from previous AS to IND AS has been set out in the notes to accounts.
As per the provisions of Companies Act, 2013 read with the notification issued on 30th March 2016, the proposed dividend do not form part of the Financial Statements but it forms a part of the notes and therefore the financial summary has been modified accordingly.
2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:
In spite of adverse market conditions, the Company had achieved Rs.150.96 Crores turnover as compared to Rs. 150.10 Crores in the previous financial year. The Company is taking steps to perform better by overcoming the adverse market condition.
The reconciliation and description of the effect of the transition from previous AS to IN DAS has been set out in the notes to accounts which has an effect of previous year figures.
3. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the year there was no change in the nature of business of the Company.
4. DIVIDEND
Your Directors have recommended a final dividend of Re. 0.60/- (Raise Sixty only) per equity share of Re. I/- each. The total outgo for the current year amounts to Rs. 3,06,00,000/- (Rupees Three Crores Six Lakhs only) and dividend distribution tax of Rs. 62,29,000/- (Rupees Sixty Two Lacs Twenty Nine Thousand only).
5. TRANSFER TO RESERVES:
The Company does not transfer any amount to General Reserves. The Directors state that the transfer of General Reserves is a voluntary transfer as per the provisions of Companies Act, 2013.
6. PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014.
7. SHARE CAPITAL OF THE COMPANY:
The paid up equity share capital as on 31st March 2018 was Rs. 510 lakhs. During the period under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company has made the necessary disclosures in this Report in terms of Section 134 (3) of the "the Act" read with Rules 8 of the Companies (Accounts) Rules, 2014. The Company has always strived to optimize energy consumption. Details of the same are provided in Annexure''1''.
9.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions which were entered into during the financial year were on an arm''s length basis and in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee for their approval and to the Board, as and when required.
The policy on Related Party Transactions as approved by the Board of directors is uploaded on the Company''s website, i.e. www.menonpistons.com. Pursuant to the provisions of Section - 134 (3) (h) 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, and prescribed in Form AOC - 2 of Companies (Accounts) Rules, 2014, are appended as Annexure ''2'' to this report. Related Party Transactions during the year have been disclosed asa part of Financial Statements as required under Indian Accounting Standards issued by the Institute of Chartered Accountants of India.
10. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:
The Company has no Subsidiary/Joint Ventures/Associate Companies.
11.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the company and its future operations.
12. DIRECTORS AND KMP:
a) Committees of the Board:
The Board of Directors have constituted following committees in order to effectively cater its duties towards diversified role under the "the Act" and Equity Listing Agreement with the Stock Exchanges and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"):-
* Audit Committee;
* Stakeholders Relationship Committee;
* Nomination and Remuneration Committee;
* Corporate Social Responsibility Committee and
* Risk Management Committee (Voluntary Constitution);
b) Policy on Director''s Appointment and Remuneration:
The Policy of the Company on Director''s Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of the directors and other matters provided under Section 178 (3) of the Act and Listing Regulations adopted by the Board and details of the remuneration paid to the Board of Directors are provided in the Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.
c) Board Performance Evaluation Mechanism:
Pursuant to the provisions of the "the Act" and Listing Regulations, the Board has carried out the annual performance evaluation. Details of the evaluation mechanism are provided in the Corporate Governance Report.
d) Declarations from the Independent Directors: The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Listing Regulations.
13. NUMBER OF MEETINGS OF THE BOARD:
A calendar of meetings is prepared and circulated in advance to the Directors. During the year Four
(4) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the "the Act", Secretarial Standards issued by the Institute of Company Secretaries of India and Listing Regulations except 1st Meeting of the quarter which was held on 122nd day from the earlier meeting due to unavailability of Directors.
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report. The Company has proposed a final Dividend which as per the provisions of Schedule III has not been included in the part of the Balance Sheet but forms part of the Notes to accounts.
15. PARTICULARS OF LOAN, GUARANTEES, INVESTMENTS:
During the year under review, the Company has not made any investments or given loan or provided security or guarantees falling under the provisions of Section 186 of the "the Act".
16.MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:
As per Regulation ''34(2)(e)'' of Listing Regulations, the Management Discussion and Analysis Report and the Corporate Governance Report is appended as a part of Annual Report. The Company has obtained a Certificate from the Statutory Auditors confirming compliance with conditions of the Code of Corporate Governance as stipulated in Schedule V (E) of Listing Regulations and the same forms part of this Annual Report.
17. EXTRACT OF THE ANNUAL RETURN:
Extract of the annual return as prescribed under Section 92 (3) of the "the Act" in the Form MGT-9 is appended as Annexure ''3'' which forms part of this Report.
18. RISK MANAGEMENT:
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on Severity, Likelihood and Effectiveness of current detection. Such risks are reviewed by the Risk Management Committee on a quarterly basis.
19. INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy which provides adequate safeguards against victimization of persons who may blow whistle. In addition, the Company also has constituted Internal Complaints Committee (under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013) comprising of senior executives of the Company. Protected disclosures can be made by a whistle blower through an email or dedicated telephone line or lettertothe Managing Directorofthe Company or Letter to the Chairman of Audit Committee. Whistle Blower Policy may be accessed on the Company''s website at the link: ''www.menonpistons.com''. During the year 2017-18 there was no complaints received.
21. CODE OF CONDUCT COMPLIANCE:
A declaration signed by the Managing Director affirming compliance with the Company''s Code of Conduct by the Directors and Senior Management for the Financial Year 2017-18 as required by Schedule V (D) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is included in the Corporate Governance Report.
22. DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of the provisions of Section 134(5)of the "the Act", your Directors make the following statement:
a) that in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed and there was no material departure from the same;
b) that 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 as on 31st March, 2018 and of the profit for the period April 1, 2017 to March 31, 2018;
c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the "the Act", for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the Directors have prepared the annual accounts on a going concern basis;
e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year; and
f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
23. PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure ''4'' which forms part of this Report.
24. INDUSTRIAL RELATIONS:
Industrial relations at the Company''s plants continue to be cordial.
25. AUDITORS:
a) STATUTORY AUDITORS:
The Statutory Auditors, M/s. P G Bhagwat, Chartered Accountants, Pune, (Firm registration no. 101118W) were appointed for the period of 5 consecutive years at the previous i.e. 40th Annual General Meeting of the Company. The Company hereby ratifies the appointment of M/s. P G Bhagwat, Chartered Accountants, as the statutory Auditors of the Company to hold office from the conclusion of this 41st Annual General Meeting (AGM) to examine and audit the accounts of the Company for the financial year 2018-19 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors."
The reply to the remarks of the Statutory Auditors and Secretarial Auditors is given in a separate Annexure.
b) INTERNAL AUDITOR:
Mr. Abhay Golwalkar, Chartered Accountant, Kolhapur was appointed to conduct the internal audit of the Company for the Financial Year 2017-18, as required under Section 138 of the Act 2013 and the Companies (Accounts) Rules, 2014.
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board & also to the Managing Director. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the process owners.
c) SECRETARIAL AUDITOR:
M/s. DVD and Associates, Company Secretaries, Pune was appointed to conduct the secretarial audit of the Company for the Financial Year 2017-18, as required under Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR-3 for Financial Year 2017-18 is appended which forms part of this Directors Report as Annexure ''5''. The Secretarial Audit Report contains remarks in respect of filing of forms and transfer of shares to IEPF as well as dematerialization of shares of the promoters. The company and promoters are in process of complying with the same.
d) COST AUDITORS:
Pursuant to Section 148 of the "the Act" read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its manufacturing activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. C S Adawadkar & Co., Practicing Cost Accountants, Pune to audit the cost accounts of the Company for the Financial Year 2017-18 on a remuneration of Rs.1.50 Lakhs.
As required under the "the Act", the remuneration payable to the cost auditor is required to be placed before the Members at a general meeting for their determination. Accordingly, a Resolution seeking Member''s determination for the remuneration payable to M/s. C S Adawadkar & Co., Practicing Cost Accountants, Pune is included at Item No.5 of the Notice convening the Annual General Meeting. The Cost Audit Report does not contain any qualification, reservation or adverse remark.
26. SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The intervening gap between the meetings was within the period prescribed under the "the Act", Secretarial Standards issued by the Institute of Company Secretaries of India and Listing Regulations except 1st Meeting of the quarter of the financial year which was held on 122nd day from the previous meeting due to unavailability of Directors.
27.CORPORATE SOCIAL RESPONSIBILITY POLICY AND ITS REPORT:
TThe Board of Directors of the Company has constituted the Corporate Social Responsibility Committee (CSR Committee), as per the requirement of the Section 135 of the "the Act" read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said Committee has formulated the CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR activities. Additionally, the CSR Policy has been uploaded on the website of the Company at www.menonpistons.com. During the year 2017-18, the Company has contributed Rs.16,63,544/-towards Corporate Social Responsibility by way of donation to eligible charitable institutions and company has spent for promotion of education, poverty up liftment, encouragement of Sports, medical facility to economically poor families.The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 are annexed herewith as Annexure''6''
28.ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
By Order of the Board For Menon Pistons Limited
Place : Kolhapur |
Sachin Menon |
Chairman & Managing Director |
|
Date : 18.05.2018 |
DIN: 00134488 |
ANNEXURE T
TO BOARD''S REPORT CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
[Pursuant to Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies
(Accounts) Rules, 2014]
A |
Conservation of Energy : |
|
(i) The steps taken or impact on : conservation of energy (ii) The steps taken by the company for utilizing alternate sources of energy (iii) The capital investment on energy conservation equipments; |
During the year Your Company had achieved for various steps to Control the power cost in foundry, which is a major contributor for power cost. We have changed the layout of machines and holding furnace to achieve better productivity and reduce power cost. |
|
B |
Technology absorption : |
|
(i) The efforts made towards technology absorption and R & D. |
Updation of Technology and R & D is a Continuous process and absorption implemented and adapted by the Company for innovation. Efforts are continuously made to develop new products. |
|
(ii)the benefits derived like product improvement, cost reduction, product development or import substitution. |
The Company has been able to develop successfully new products by virtue of technology absorption, adaptation and innovation. Customer''s satisfaction and new business opportunities because of cost, quality, productivity, process flow and speed. Existing as well as new customers are approaching for up gradation in their existing engine designs. |
|
(iii) expenditure incurred on Research & Development |
It is continuous process to develop new products as per requirements of customers. |
|
C |
Foreign Exchange Earnings & Outgo: |
|
(i) The Foreign Exchange earned in terms of actual inflows during the year: |
Rs.NIL |
|
(ii) The Foreign Exchange outflow in terms during the year of actual outflow: |
Rs. 58,77,871/- By Order of the Board For Menon Pistons Limited |
Place: Kolhapur |
Sachin Menon |
Chairman & Managing Director |
|
Date : 18.05.2018 |
DIN: 00134488 |
ANNEXURE ''2''
Form No. AOC-2
(As per "the Act" and rule made thereunder)
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of "the Act" including certain arms length transactions under third proviso thereto.
1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM''S LENGTH BASIS:
(a) Name(s) of the related party and nature of relationship - NA
(b) Nature of contracts/arrangements/transactions - NA
(c) Duration of the contracts/arrangements/transactions- NA
(d) Salient terms of the contracts or arrangements or transactions including the value, if any: - NA
(e) Date(s) of approval by the Board, if any: - NA
(f) Amount paid as advances, if any: - NA
2. DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENT OR TRANSACTIONS AT ARM''S LENGTH BASIS:
(a) Name(s) of the related party and nature of relationship (b) Nature of contracts/arrangements/ transactions:
Sr. No. |
Name of Related parties |
Nature of Relationship |
Nature of transaction |
1. |
Menon Piston Rings Pvt. Ltd. (MPR) |
A private Company in which Mr. Sachin Menon and Mr. R.D. Dixit are directors. |
To purchase piston rings from MPR and to sale raw material to them for manufacturing of piston rings. |
2. |
Menon Engineering services (MES) |
A partnership firm in which Mr. Sachin Menon is a partner. |
To receive services from MES relating to machining, polishing and finishing required in the manufacture of Pistons. |
3.. |
Menon Exports |
A partnership firm in which Mr. Sachin Menon is partner. |
Sale of pistons, piston pins and piston rings to Menon Exports. |
4. |
Mr. Sachin Ram Menon |
Director of the Company. |
Immovable property has given on rent to the Company. |
5. |
Mrs. Gayatri Menon |
Spouse of Mr. Sachin Menon, Managing Director and Promoter of the Company. |
Immovable property has given on rent to the Company. |
6. |
Ms. Sharanya Menon |
Daughter of Mr. Sachin Menon, Managing Director and Promoter of the Company |
Salary at arms length of Rs. 3,09,460/-forthe Financial Year 2017 -18. |
(c) Duration of the contracts / arrangements / transactions: For five years with all till 31.03.2019
(d) Salient terms of the contracts or arrangements or transactions including the value, if any Terms of the contract conform to the prevailing market rates and all the care has been taken to ensure reasonability of prices as compared to the prevailing rates in the market better quality products and timely supplies.
(e) Justification for entering into such contracts or arrangements or transactions.
It is ensured that the contract with the Contracting party is advantageous to the Company and its shareholders. The Company intends to ensure following aspects by dealing with contracting parties:
i) Advantages by dealing with Menon Piston Rings Private Limited are
⢠Cost reduction: Greater control on the inputs processing by the contractee party thereby ensuring cost reduction.
⢠In-time delivery: To ensure timely supplies of materials thereby ensure smooth production flow.
⢠Flexibility:To ensure flexibility in production system, thereby maximizingthe sales.
⢠Locational Advantages: To ensure that the supplies are located close to the works thereby ensuring faster delivery.
⢠Direct access to quality enhancement of input process: Control on the production and quality system of the contractee parties, thereby ensure better quality inputs for the company.
ii) Advantages by dealing with Menon Engineering Services are:
⢠Cost reduction: Greater control on the inputs processing by the contractee party thereby ensuring cost reduction.
⢠In-time delivery: To ensure timely supplies of materials thereby ensure smooth production flow.
⢠Flexibility: To ensure flexibility in production system, thereby maximizing the sales.
⢠Locational Advantages: To ensure that the supplies are located close to the works thereby ensuring faster delivery.
⢠Direct access to quality enhancement of input process: Control on the production and quality system of the contractee parties, thereby ensure better quality inputs for the company.
iii) Advantages by dealing with Menon Exports:
The firm is looking after the Export activities of the company. They are having good network of offices and agents overseas. They are very conversant with overseas market. This type of relationship is beneficial to the company and its shareholders.
(f) Date(s) of approval by the Board: all the quarterly meetings held during the Financial Year 2015-16.
(g) Amount paid as advances, if any: NIL
3) The details of all related party transactions as per Indian Accounting Standards have been disclosed in Notes to Accounts of Financial Statement.
ANNEXURE ''3'' FORM NO. MGT- 9
EXTRACT OF ANNUAL RETURN As on the financial year ended on 31/03/2018
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
1. |
CIN |
L34300MH1977PLC019823 |
2. |
Registration Date |
25.08.1977 |
3. |
Name of the Company |
MENON PISTONS LIMITED |
4. |
Category/Sub-Category of the Company |
Listed Public Company / Limited by shares |
5. |
Address of the Registered office & contact Details |
182, Shiroli, Kolhapur - 416122 Phone: 91-230 - 2468041/2468042 Website: http://www.menonpistons.com Email: [email protected], [email protected] |
6. |
Whether listed Company (Yes/No):- |
Yes |
7. |
Name, Address and Contact details of Registrar and Transfer Agent, if any |
M/s Link Intime India Private Limited, 202-A, 2nd Floor, "Akshay Complex", off Dhole Patil Road, Pune - 411 001. Telephone:-020-26161629 Fax Number:- 020-26163503 Email: [email protected] |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
Sr. No. |
Name and Description of Main Product/Services |
NIC Code of the Product |
% to total turnover of the company |
1. |
Piston/Piston Assemblies |
2811,2910,29301 |
93.13 |
2. |
Gudgeon Pins, Circlips |
29301 |
06.87 |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -
The company does not have any holding, subsidiary, associate, joint venture company of its own.
Sr. No. |
Name and address of the Company |
CIN/GLN |
Holding/Subsidiary / Associate |
% of shares held |
Applicable Section |
1. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
a) CATEGORY-WISE SHARE HOLDING.
Category of shareholders |
No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year |
% Change during the year |
||||||
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
||
A. Promoters Shareholding |
|||||||||
I.Indian |
|||||||||
a. Individual/ HUF |
19524530 |
- |
19524530 |
38.28 |
34270480 |
- |
34270480 |
67.20 |
28.92 |
b. Central Govt. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
c. State Govt. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
d. Bodies Corp. |
15630 |
18387750 |
18403380 |
36.09 |
- |
3657430 |
3657430 |
7.17 |
-28.92 |
e. Bank/FI |
- |
- |
- |
- |
- |
- |
- |
- |
- |
f. Any Other |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Sub-total(A) (1):- |
19540160 |
18387750 |
37927910 |
74.37 |
34270480 |
3657430 |
37927910 |
74.37 |
0.00 |
2. Foreign |
- |
- |
- |
- |
- |
- |
- |
- |
- |
a. NRI- Individual |
- |
- |
- |
- |
- |
- |
- |
- |
- |
b. Other Individual |
- |
- |
- |
- |
- |
- |
- |
- |
- |
c. Body Corporate |
- |
- |
- |
- |
- |
- |
- |
- |
- |
d. Bank/FI |
- |
- |
- |
- |
- |
- |
- |
- |
- |
e. Any Others |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Sub-total(A) (2):- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Total Share Holding of Promoters A (1 2) |
19540160 |
18387750 |
37927910 |
74.37 |
34270480 |
3657430 |
37927910 |
74.37 |
0.00 |
B. Public Shareholding |
|||||||||
1. Institution |
|||||||||
a. Mutual Funds |
- |
- |
- |
- |
- |
- |
- |
- |
- |
b. Bank/FI |
- |
6000 |
6000 |
0.01 |
- |
6000 |
6000 |
0.01 |
0.00 |
c. Cent. Govt. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
d. State Govt. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
e. Venture Capital |
- |
- |
- |
- |
- |
- |
- |
- |
- |
f. Insurance Co. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
g. Flls |
- |
- |
- |
- |
- |
- |
- |
- |
- |
h. Foreign Portfolio Corporate |
- |
- |
- |
- |
- |
- |
- |
- |
- |
i. Foreign Venture Capital Fund |
- |
- |
- |
- |
- |
- |
- |
- |
- |
j. Others |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Sub- Total -B(l) |
6000 |
6000 |
0.01 |
- |
6000 |
6000 |
0.01 |
0.00 |
|
2. Central Govt./ State Govt./ President of India |
- |
- |
- |
- |
- |
- |
- |
- |
- |
3. Non-Institutions |
|||||||||
a. Body Corp. |
1003076 |
63000 |
1066076 |
2.09 |
871834 |
63000 |
934834 |
1.83 |
-0.26 |
b. Individual |
|||||||||
i. Individual shareholders holding nominal share capital upto Rsllakh |
7214060 |
1026550 |
8240610 |
16.15 |
7727144 |
987550 |
8714694 |
17.09 |
0.94 |
ii. Individual shareholders holding nominal share capital in excess of Rsllakh |
2751275 |
0 |
2751275 |
5.39 |
2434554 |
0 |
2434554 |
4.77 |
-0.62 |
C. Others 1. (clearing member) |
262004 |
- |
262004 |
0.51 |
129038 |
- |
129038 |
0.25 |
-0.26 |
2. (office bearers) |
- |
10000 |
10000 |
0.01 |
- |
7000 |
7000 |
0.01 |
0.00 |
(i)NRI(Rep) |
89713 |
- |
89713 |
0.17 |
69181 |
- |
69181 |
0.14 |
-0.03 |
(ii) NRI (Non-Rep) |
6240 |
- |
6240 |
0.01 |
24667 |
- |
24667 |
0.05 |
0.04 |
(iii) Foreign National |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(iv) OCB |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(v) Trust |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(vi) In Transit |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(vii) HUF |
640172 |
- |
640172 |
1.25 |
752122 |
- |
752122 |
1.48 |
0.23 |
Sub-total B (2 3) |
11966540 |
1099550 |
13066090 |
25.62 |
12008540 |
1057550 |
13066090 |
25.62 |
0.00 |
Total Public Shareholding B=(l 2 3) |
11966540 |
1105550 |
13072090 |
25.63 |
12008540 |
1063550 |
13072090 |
25.63 |
0.00 |
C. Shares held by Custodians for GDR''s and ADRs |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Grand Total (A B C) |
31506700 |
19493300 |
51000000 |
100.00 |
46279020 |
4720980 |
51000000 |
100.00 |
0.00 |
b) SHAREHOLDING OF PROMOTERS :
Sr. No |
Shareholder''s Name |
Shareholding at the beginning of the year |
Shareholding at the end of the year |
% Change in shareholding during the year |
||||
No. of Shares Held |
% of total shares of the company |
% of shares Pledged/ encumbered to total shares |
No. of Shares Held |
% of total shares of the company |
% of shares Pledged/ encumbered to total shares |
|||
1 |
Sachin Ram Menon |
10573660 |
20.7327 |
0.0000 |
10701660 |
20.9836 |
0.0000 |
0.2509 |
2 |
Sachin Menon Family Trust |
10521660 |
20.6307 |
0.0000 |
0 |
0.0000 |
0.0000 |
-20.6307 |
3 |
Gayatri Sachin Menon |
5010500 |
9.8245 |
0.0000 |
7242832 |
14.2016 |
0.0000 |
4.3771 |
4 |
Nivedita Benefit Trust (through Trustee) |
4208660 |
8.2523 |
0.0000 |
0 |
0.0000 |
0.0000 |
-8.2523 |
5 |
Menon Metals & Alloys Pvt. Ltd. |
3657430 |
7.1714 |
0.0000 |
3657430 |
7.1714 |
0.0000 |
0.0000 |
6 |
Radhamani Ram Menon |
2565620 |
5.0306 |
0.0000 |
2565620 |
5.0306 |
0.0000 |
0.0000 |
7 |
Ram Menon |
1134380 |
2.2243 |
0.0000 |
1134380 |
2.2243 |
0.0000 |
0.0000 |
8 |
Nitin Ram Menon |
240370 |
0.4713 |
0.0000 |
0 |
0.0000 |
0.0000 |
-0.4713 |
9 |
Karveer United Private Limited |
15630 |
0.0306 |
0.0000 |
0 |
0.0000 |
0.0000 |
-0.0306 |
10 |
Devika Sachin Menon |
0 |
0.0000 |
0.0000 |
4208664 |
8.2523 |
0.0000 |
8.2523 |
11 |
Sharanya Sachin Menon |
0 |
0.0000 |
0.0000 |
4208664 |
8.2523 |
0.0000 |
8.2523 |
12 |
Nivedita Sachin Menon |
0 |
0.0000 |
0.0000 |
4208660 |
8.2523 |
0.0000 |
8.2523 |
Total |
37927910 |
74.37 |
0.00 |
37927910 |
74.37 |
0.00 |
0.00 |
c. CHANGE IN PROMOTERS'' SHAREHOLDING (PLEASE SPECIFY, IF THERE IS NO CHANGE):
Sr. No. |
Name & Type of Transaction |
Shareholding at the beginning of the year |
Transaction during the year |
Cumulative Shareholding at the end of the year |
|||
No. of Shares Held |
% of Total Shares |
Date of Transaction |
No. of Shares |
No. of Shares Held |
% of Total Shares |
||
1. |
Sachin Ram Menon |
10573660 |
20.7327 |
||||
Transfer |
05.05.2017 |
128000 |
|||||
At the end the year |
10701660 |
20.9836 |
|||||
2. |
Gayatri Sachin Menon |
5010500 |
9.8245 |
||||
Transfer |
28.04.2017 |
2104332 |
7114832 |
13.9507 |
|||
Transfer |
05.05.2017 |
128000 |
7242832 |
14.2016 |
|||
At the end the year |
7242832 |
14.2016 |
|||||
3. |
Sharanya Sachin Menon |
- |
- |
||||
Transfer |
28.04.2017 |
4208664 |
4208664 |
8.2523 |
|||
At the end the year |
4208664 |
8.2523 |
|||||
4. |
Devika Sachin Menon |
- |
- |
||||
Transfer |
28.04.2017 |
4208664 |
4208664 |
8.2523 |
|||
At the end the year |
4208664 |
8.2523 |
|||||
5. |
Nivedita Sachin Menon |
- |
- |
||||
Transfer |
28.04.2017 |
4208660 |
4208660 |
8.2523 |
|||
At the end the year |
4208660 |
8.2523 |
|||||
6. |
Menon Metals and Alloys Pvt. Ltd. |
3657430 |
7.1714 |
- |
- |
- |
- |
At the end the year |
3657430 |
7.1714 |
|||||
7. |
Radhamani Ram Menon |
2565620 |
5.0306 |
||||
At the end the year |
2565620 |
5.0306 |
|||||
8. |
Ram Menon |
1134380 |
2.2243 |
||||
At the end the year |
1134380 |
2.2243 |
|||||
9. |
Sachin Menon Family Trust |
10521660 |
20.6307 |
||||
Transfer |
28.04.2017 |
(10521660) |
|||||
At the end the year |
- |
- |
10. |
Nivedita Benefit Trust |
10573660 |
20.7327 |
||||
Transfer |
28.04.2017 |
(4208660) |
|||||
At the end the year |
- |
- |
|||||
11. |
Nitin Ram Menon |
240370 |
0.4713 |
||||
Transfer |
05.05.2017 |
(240370) |
|||||
At the end the year |
- |
- |
|||||
12. |
Karveer United Private Limited |
15630 |
0.0306 |
||||
Transfer |
28.04.2017 |
(15630) |
|||||
At the end the year |
- |
- |
d) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS) AS ON 31.03.2018:
MGT-9 IV -Shareholding pattern of Top ten shareholders |
|||||||
Sr. No |
Name & Type of Transaction |
Shareholding at the beginning of the year |
Transactions during the year |
Cumulative Shareholding at the end of the year |
|||
No. of Shares held |
% of Total Shares of the Company |
Date of Transaction |
No. of Shares |
No. of Shares held |
% of Total Shares of the Company |
||
1 |
Vatsala P Nair |
1098000 |
2.1529 |
- |
- |
1098000 |
2.1529 |
At the end of the year |
1098000 |
2.1529 |
|||||
2 |
KJMC Financial Services Ltd |
394201 |
0.7729 |
394201 |
0.7729 |
||
Transfer |
16Jun2017 |
(25600) |
368601 |
0.7227 |
|||
Transfer |
23Jun2017 |
(1516) |
367085 |
0.7198 |
|||
Transfer |
30Jun2017 |
(5000) |
362085 |
0.7100 |
|||
Transfer |
21Jul2017 |
(4300) |
357785 |
0.7015 |
|||
Transfer |
28Jul2017 |
500 |
358285 |
0.7025 |
|||
Transfer |
06 Oct 2017 |
(9250) |
349035 |
0.6844 |
|||
Transfer |
27 Oct 2017 |
(1035) |
348000 |
0.6824 |
|||
Transfer |
03 Nov 2017 |
(5000) |
343000 |
0.6725 |
|||
Transfer |
17 Nov 2017 |
(7500) |
335500 |
0.6578 |
|||
Transfer |
24 Nov 2017 |
(15000 |
320500 |
0.6284 |
|||
Transfer |
05 Jan 2018 |
(5000) |
315500 |
0.6186 |
|||
Transfer |
19 Jan 2018 |
(8042) |
307458 |
0.6029 |
|||
At the end of the year |
307458 |
0.6029 |
|||||
3 |
Urmila Jethalal Vora |
280060 |
0.5491 |
280060 |
0.5491 |
||
Transfer |
23 Mar 2018 |
20000 |
300060 |
0.5884 |
|||
At the end of the year |
300060 |
0.5884 |
|||||
4 |
Namitta Shirish Oswal |
267165 |
0.5239 |
267165 |
0.5239 |
||
Transfer |
07 Apr 2017 |
(1000) |
266165 |
0.5219 |
|||
Transfer |
14 Apr 2017 |
(3000) |
263165 |
0.5160 |
|||
Transfer |
21 Apr 2017 |
(1000) |
262165 |
0.5140 |
|||
Transfer |
12 May 2017 |
(1649) |
260516 |
0.5108 |
|||
Transfer |
19 May 2017 |
(1952) |
258564 |
0.5070 |
|||
Transfer |
26 May 2017 |
(1028) |
257536 |
0.5050 |
|||
Transfer |
02Jun2017 |
(1500) |
256036 |
0.5020 |
|||
Transfer |
07Jul2017 |
(1801) |
254235 |
0.4985 |
|||
Transfer |
14Jul2017 |
(571) |
253664 |
0.4974 |
|||
Transfer |
21Jul2017 |
(2587) |
251077 |
0.4923 |
|||
Transfer |
28Jul2017 |
(2100) |
248977 |
0.4882 |
|||
Transfer |
04 Aug 2017 |
(2501) |
246476 |
0.4833 |
|||
Transfer |
11 Aug 2017 |
(1000) |
245476 |
0.4813 |
|||
Transfer |
18 Aug 2017 |
(2000) |
243476 |
0.4774 |
MGT-9 IV -Shareholding pattern of Top ten shareholders |
|||||||
Sr. No |
Name & Type of Transaction |
Shareholding at the beginning of the year |
Transactions during the year |
Cumulative Shareholding at the end of the year |
|||
No. of Shares held |
% of Total Shares of the Company |
Date of Transaction |
No. of Shares |
No. of Shares held |
% of Total Shares of the Company |
||
Transfer |
01Sep2017 |
(500) |
242976 |
0.4764 |
|||
Transfer |
08 Sep 2017 |
(1550) |
241426 |
0.4734 |
|||
Transfer |
15 Sep 2017 |
(795) |
240631 |
0.4718 |
|||
Transfer |
22 Sep 2017 |
(1500) |
239131 |
0.4689 |
|||
Transfer |
29 Sep 2017 |
(500) |
238631 |
0.4679 |
|||
Transfer |
06 Oct 2017 |
(1000) |
237631 |
0.4659 |
|||
Transfer |
13 Oct 2017 |
(1000) |
236631 |
0.4640 |
|||
Transfer |
20 Oct 2017 |
(265) |
236366 |
0.4635 |
|||
Transfer |
27 Oct 2017 |
(600) |
235766 |
0.4623 |
|||
Transfer |
03 Nov 2017 |
(1800) |
233966 |
0.4588 |
|||
Transfer |
10 Nov 2017 |
(1600) |
232366 |
0.4556 |
|||
Transfer |
17 Nov 2017 |
(800) |
231566 |
0.4541 |
|||
Transfer |
24 Nov 2017 |
(6466) |
225100 |
0.4414 |
|||
Transfer |
01 Dec 2017 |
(1531) |
223569 |
0.4384 |
|||
Transfer |
08 Dec 2017 |
(600) |
222969 |
0.4372 |
|||
Transfe |
15 Dec 2017 |
(400) |
222569 |
0.4364 |
|||
Transfer |
22 Dec 2017 |
(815) |
221754 |
0.4348 |
|||
Transfer |
29 Dec 2017 |
(700) |
221054 |
0.4334 |
|||
Transfer |
05 Jan 2018 |
(1200) |
219854 |
0.4311 |
|||
Transfer |
12 Jan 2018 |
(400) |
219454 |
0.4303 |
|||
Transfer |
26 Jan 2018 |
(400) |
219054 |
0.4295 |
|||
Transfer |
16 Feb 2018 |
(47) |
219007 |
0.4294 |
|||
Transfer |
23 Feb 2018 |
(600) |
218407 |
0.4282 |
|||
Transfer |
02 Mar 2018 |
(447) |
217960 |
0.4274 |
|||
Transfer |
09 Mar 2018 |
(251) |
217709 |
0.4269 |
|||
Transfer |
16 Mar 2018 |
(800) |
216909 |
0.4253 |
|||
Transfer |
23 Mar 2018 |
600) |
216309 |
0.4241 |
|||
Transfer |
31 Mar 2018 |
(600) |
215709 |
0.4230 |
|||
At the end of the year |
215709 |
0.4230 |
|||||
5 |
Reena Chaturvedi |
176000 |
0.3451 |
176000 |
0.3451 |
||
At the end of the year |
176000 |
0.3451 |
|||||
6 |
Sanjay Jethalal Vora |
84940 |
0.1665 |
84940 |
0.1665 |
||
Transfer |
14 April 2017 |
60 |
85000 |
0.1667 |
|||
Transfer |
24 Nov 2017 |
80000 |
165000 |
0.3235 |
|||
At the end of the year |
165000 |
0.3235 |
7 |
Desai Pallavkumar Saubhagyachandra |
105000 |
0.2059 |
105000 |
0.2059 |
||
Transfer |
29 Dec 2017 |
1500 |
106500 |
0.2088 |
|||
Transfer |
09 Feb 2018 |
18500 |
125000 |
0.2451 |
|||
Transfer |
09 Mar 2018 |
10000 |
135000 |
0.2647 |
|||
Transfer |
31 Mar 2018 |
5000 |
140000 |
0.2745 |
|||
At the end of the year |
140000 |
0.2745 |
|||||
8 |
Faria Kishor Bhanji |
57000 |
0.1118 |
57000 |
0.1118 |
||
Transfer |
25 Aug 2017 |
65305 |
122305 |
0.2398 |
|||
At the end of the year |
122305 |
0.2398 |
|||||
9 |
SanjayVora (HUF) |
115000 |
0.2255 |
115000 |
0.2255 |
||
At the end of the year |
115000 |
0.2255 |
|||||
10 |
A V Dharmakrishnan |
114540 |
0.2246 |
114540 |
0.2246 |
||
At the end of the year |
114540 |
0.2246 |
e) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Sr. No |
Name of the Director/KMP |
No. of Shares |
% of total shares of the company |
Changes during the year |
No. of Shares |
% of total shares of the company |
|
Nos. of Shares |
% of total shares |
||||||
1. |
Mr. Sachin Menon |
10573660 |
20.73 |
128000 |
0.25 |
10701660 |
20.98 |
2. |
Mr. Nitin Menon * |
240370 |
0.47 |
(240370) |
(0.47) |
- |
- |
3. |
Mr. R. D. Dixit |
13980 |
0.03 |
- |
- |
13980 |
0.03 |
4. |
Mr. Ajit Kumar Belur |
- |
- |
- |
- |
- |
- |
5. |
Dr. Shivram Bhoje |
- |
- |
- |
- |
- |
- |
6. |
Dr. B. M. Hirdekar# |
- |
- |
- |
- |
- |
- |
7. |
Mrs. Sadhana Zadbuke |
- |
- |
- |
- |
- |
- |
8. |
Mr. S. B. P. Kulkarni |
5500 |
0.01 |
(1000) |
(0.001) |
4500 |
0.009 |
9. |
Mr. Pramod Suryavanshi |
- |
- |
- |
- |
- |
- |
V. INDEBTEDNESS:-
INDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING/ACCRUED BUT NOT DUE FOR PAYMENT:
(Amount in. Rs)
Particulars |
Secured Loans excluding Deposits |
Unsecured Loans |
Deposits |
Total Indebtedness |
Indebtedness at the beginning of the financial year 01. 04.2017 |
||||
1) Principal Amount |
140102725 |
- |
- |
140102725 |
2) Interest due but not paid |
- |
- |
- |
- |
3) Interest accrued but not due |
_ |
- |
- |
_ |
Total of (1 2 3) |
140102725 |
- |
- |
140102725 |
Change in Indebtedness during the financial year |
||||
Addition |
. |
- |
- |
|
- Reduction |
-56251136 |
- |
- |
-56251136 |
Net change |
-56251136 |
- |
- |
-56251136 |
Indebtedness at the end of the financial year 31 .03.2018 |
||||
1) Principal Amount |
83841589 |
- |
- |
83841589 |
2) Interest due but not paid |
- |
- |
- |
- |
3) Interest accrued but not due |
- |
- |
- |
- |
Total of (1 2 3) |
83841589 |
- |
- |
83841589 |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:-
A. REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER:
(Amount in Lakhs)
Sr. No |
Particulars of Remuneration |
Name of MD/WTD/Manager |
Total Amount |
Chairman & Managing Director |
|||
Mr. Sachin Ram Menon |
|||
1 |
Gross Salary |
||
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act |
59.63 |
59.63 |
|
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 |
- |
. |
|
(c)Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 |
12.93 |
12.93 |
Sr. No |
Particulars of Remuneration |
Name of MD/WTD/Manager |
Total Amount |
Chairman & Managing Director |
|||
Mr. Sachin Ram Menon |
|||
2. |
Stock Option |
- |
- |
3. |
Sweat Equity |
- |
- |
4. |
Commission - As % of Profit - Others, specify |
0.90 |
0.90 |
5. |
Others, please specify Sitting Fees |
0.004 |
0.004 |
Total |
73.464 |
73.464 |
|
Ceiling as per the Act |
As per section 197 a Company having profits in a financial year may pay remuneration to a managerial person not exceeding Eleven percent of the net profit of the Company. |
B. REMUNERATION TO OTHER DIRECTORS:
(Amount in. Rs)
Sr. No |
Particulars of Remuneration |
Name of Directors |
Total Amount |
||||
Mr. R. D. Dixit |
Mr. Ajitkumar Belur |
Dr. Shivram Bhoje |
Dr. B.M. Hirdekar* |
Mrs. Sadhana Zadbuke |
|||
1 |
Independent Directors |
||||||
-Fee for attending Board/ Committee Meetings |
- |
3,000 |
3,000 |
4,000 |
3,000 |
13,000 |
|
- Commission |
- |
- |
- |
- |
- |
- |
|
-Others |
- |
- |
- |
- |
- |
- |
|
Total (1) |
- |
3,000 |
3,000 |
4,000 |
3,000 |
13,000 |
|
2 |
Other Non Executive Directors |
||||||
-Fee for attending Board / Committee/ Meetings |
4,000 |
- |
- |
- |
- |
4,000 |
|
- Commission |
- |
- |
- |
- |
- |
- |
|
-Others |
- |
- |
- |
- |
|||
Total (2) |
4,000 |
- |
- |
- |
- |
4000 |
|
Total (B)= (1 2) |
4,000 |
3,000 |
3,000 |
4,000 |
3,000 |
17000 |
|
Total Managerial Remuneration |
|||||||
Overall Ceiling as per the Act |
1% of the net profits of the Company if MD is there and 3% if MD is not there. The sitting fees are excluded from managerial remuneration but the maximum sitting fees may be paid is Rs. 1, 00,000/- per meeting. |
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD /MANAGER/ WTD:
(Amount in Lakhs)
Sr. No |
Particulars of Remuneration |
Name of the KMP |
Total Amount |
|
CFO |
Company Secrertary |
|||
Mr. S.B.P. Kulkarni |
Mr. Pramod Suryavanshi |
|||
1 |
Gross Salary |
|||
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act |
8.14 |
0.19 |
8.33 |
|
(b) Value of perquisites u/s!7(2) Income Tax Act, 1961 |
7.80 |
1.38 |
9.18 |
|
(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 |
- |
- |
- |
|
2 |
Stock Option |
- |
- |
- |
3 |
Sweat Equity |
- |
- |
- |
4 |
Commission - As % of Profit - Others, specify |
- |
- |
- |
5 |
Others, please specify |
- |
- |
- |
6 |
Total (A) |
15.94 |
1.57 |
17.51 |
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NA
By Order of the Board For Menon Pistons Limited
Sachin Menon |
|
Place : Kolhapur |
Chairman & Managing Director |
Date : 18.05.2018 |
DIN: 00134488 |
Annexure "4"
INFORMATION AS REQUIRED UNDER THE PROVISIONS OF SECTION 197 (12) OF THE ACT, READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERAIOTN OF MANAGERIAL PERSONNEL) RULES, 2014
DISCLOSURE IN BOARD''S REPORT:
1) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year ending 31st March, 2018: - Median Remuneration of the employees of the company for the financial year is Rs.2,74,882/-
Sr. No |
Name of the Director |
Ratio of remuneration to the median remuneration of the employees |
1 |
Mr. Sachin Menon |
19.90 |
2 |
Mr. Nitin Menon |
- |
3 |
Mr. R. D. Dixit |
0.01 |
4 |
Mr. Ajitkumar Belur |
0.01 |
5 |
Dr. Shivram Bhoje |
0.01 |
6 |
Dr. B. M. Hirdekar |
0.01 |
7 |
Mrs. Sadhana Zadbuke |
0.01 |
Remuneration including sitting fees and excluding HRA and perquisits.
2) The percentage increase in remuneration of each Director, CFO, CS in financial year 31st March, 2018:-
Sr. No |
Name of the Director |
% Increase Over last Financial Year |
1 |
Mr. Sachin Menon |
8.73 |
2 |
Mr. Nitin Menon |
0 |
3 |
Mr. R. D. Dixit |
0 |
4 |
Mr. Ajitkumar Belur |
0 |
5 |
Dr. Shivram Bhoje |
0 |
6 |
Dr. B. M. Hirdekar |
0 |
7 |
Mrs. Sadhana Zadbuke |
0 |
8 |
Mr. S. B. P. Kulkarni |
10.66 |
9 |
Mr. Pramod Suryavanshi |
NA |
3) The percentage increase in the median remuneration of employees in the financial year ending 31st March, 2018:-4.50
4) The Number of permanent employees on the rolls of the Company: 379
5) Explanation on the relationship between average in remuneration and company performance:-
- The average remuneration is commensurate with the size and performance of the Company.
6) Comparison of the remuneration of the KMP against the performance of the company :-
- It is commensurate with the turnover and profits of the Company and performance of the individual.
7) Variations in the market capitalization of the Company: The market capitalization as on March 31, 2016 was 60.18 Crores, Rs.126.48 Crores as on March 31, 2017 and Rs 128.52 Crores as on March 31,2018.
8) Earning per share of the Company was Rs.l.36/-asat March 31, 2017 and was Rs. 2.39/-asat March 31, 2018. Percentage increase over/ decrease in the market quotations of the shares of the Company as compared to the rate at which the Company came out with the last public offer in the year is 40.98.
9) The average percentage increase in the salaries of employees excluding Key Managerial Personnel was 8 % over the previous year. The average increase in the salaries of Key Managerial Personnel was 10%. The increase in KMP remuneration was based on the recommendations of the Nomination & Remuneration Committee to revise the remuneration as per Industry Benchmark.
10) Comparison of each remuneration of KMP against the performance of the company. - It is commensurate with the turnover and profits of the Company and performance of the individual.
11) Key para meters for any variable component of remuneration availed by the directors.-NA
12) There are no employees getting remuneration higher than that of the MD.
13) It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees
''Annexure 5''
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
M/S. MENON PISTONS LIMITED,
182 Shiroli, Kolhapur 416122
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MENON PISTONS LIMITED. (Hereinafter called "the Company").
Secretarial Audit was conducted for the year from 01st April 2017 to 31st March 2018, in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances of the Company and expressing our opinion thereon.
Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March 2018 ("Audit Period"), complied with the statutory provisions listed here under and also that the Company has proper Board-processes and legal compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2018accordingtothe provisions of the following list of laws and regulations:
(i) The Companies Act, 2013 (the Act) and the rules made there under.
Without qualifying the report we state that:
a. The Company is in process of transferring the shares due to be transferred to IEPF as per the provisions of Act
b.The Company is in process of filing form IEPF 1 for the funds transferred to IEPF during the Financial Year
c. A Board meeting held on 28.05.2017 which is 2 days later than 120 days from the earlier Board meeting held on 25.01.2017. The management informed that the said delay was marginal and because of the non availability of the Directors in the last week.
(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made there under;
(iii)The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv)Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; [Not applicable during the Audit Period]
(v)The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act'') :-
(a)The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
(b)The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 1992;
(c)The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; [Not applicable during the Audit Period].
(d)The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; [Not applicable during the Audit Period]
(e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; [Not applicable during the Audit Period]
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; [Not applicable during the Audit Period]
(g)The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(h)The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; [Not applicable during the Audit Period]
(i)The Securities and Exchange Board of India (Listing
Obligations And Disclosure Requirements) Regulations, 2015;
As per the requirement of circular no SEBI/Cir/ISD/05/2011 issued by SEBI, Promoters shareholding is not 100% in Demat mode.
(vi) OTHER APPLICABLE LAWS:
There are no other laws which are specifically applicable to the Company
(vii)The Company has a Compliance Management System installed and which is running effectively and efficiently for the Compliances of General Laws as specified by the directives issued by the Institute of Company Secretaries of India. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India except to the extend mentioned above in respect of the meeting of Board of Directors held on 28.05.2017.
(ii)The Listing Agreement entered into by the Company with Bombay Stock Exchange Limited and SEBI (Listing Obligations and Disclosure Requirements) Regulations.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above which are applicable.
We further report that:-
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda are sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members'' views are captured and recorded as part of the minutes.
FOR DVD & ASSOCIATES COMPANY SECRETARIES |
DEVENDRA DESHPANDE |
Place : Kolhapur |
PCS No. 6099 |
Date : 18.05.2018 |
CP No. 6515 |
Annexure ''A''
To,
The Members,
Menon Pistons Limited,
182,Shiroli,
Kolhapur416122
Our Report of even date is to be read along with this letter.
1) Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit
2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4) Where ever required, we have obtained the Management representation about the compliance of laws, rulesand regulations and happening of events etc.
5) The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
FOR DVD & ASSOCIATES COMPANY SECRETARIES
DEVENDRA DESHPANDE |
|
Place : Kolhapur |
PCS No. 6099 |
Date : 18.05.2018 |
CP No. 6515 |
Annexure ''6'' ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:
Sr. No |
Particulars |
Details |
1 |
A brief outline of the company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs |
Detailed policy has been uploaded on the website of the Company i.e. www.menonpistons.com |
2 |
The Composition of the CSR Committee |
Details of the same are provided in Report on Corporate Governance enclosed herewith. |
3 |
Average net profit of the company for last three financial years |
Rs. 8,26,99,719/- |
4 |
Prescribed CSR Expenditure (two per cent, of the amount as in item 3 above) |
Rs.16,53,994/- ( Rs. Sixteen Lakhs Fifty Three Thousand Nine Hundred Ninety Four only ) |
5 |
Details of CSR spent during the financial year, a) Total amount to be spent for the financial year b) Amount unspent , if any c) Manner in which the amount spent during the financial year is detailed below: |
a) Rs. 16,53,994/-b) Rs. O/-c) Company has spent its CSR obligation for promotion of education, poverty upliftment, encouragement of Sports, medical facility to economically poor families. The company has spent an amount of Rs.16,63,544/- during the year under review which is more than the mini mum CSR spending required as per Section 135 of the Act. |
6 |
In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the reasons for not spending the amount: |
NA |
CSR Committee hereby confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the company.
Mar 31, 2017
BOARD''S REPORT
To,
The Members of Menon Pistons Limited.
The Directors take pleasure in presenting the 40th Annual Report together with the audited financial statements for the year ended 31st March 2017. The Management Discussion and Analysis Report has also been incorporated into this report.
Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise, and thus certain information which is required in Directors Report is clubbed elsewhere and has to be read as a part of directors'' report.
1. FINANCIAL SUMMARY / HIGHLIGHTS: (Rs. in Lakhs )
Particulars |
Current Year 2016-2017 |
Previous Year 2015-2016 |
Revenue from Operations(Net) and other income |
13,489.78 |
13,268.19 |
Less: Usual working Expenses |
12,026.28 |
12,153.07 |
Gross Profit |
1,463.50 |
1,115.12 |
Less: Depreciation |
437.47 |
442.40 |
Profit Before Tax (PBT) |
1,026.03 |
672.72 |
Less: Provision for Taxation |
330.96 |
243.96 |
Profit After Tax (PAT) |
695.07 |
428.76 |
Add:- Balance brought forward from previous year''s accounts |
3721.43 |
3,595.81 |
Less: Depreciation for earlier years |
0.00 |
0.00 |
Short Provision/Prior period exps. |
0.16 |
12.61 |
Balance Available for appropriation |
4,416.34 |
4,011.96 |
Rate of dividend |
- |
40% |
Less: Appropriations |
- |
|
- Proposed Equity Dividend |
- |
0.00 |
- Interim Equity Dividend |
- |
204.00 |
- Tax on Equity Dividends |
- |
41.53 |
- General Reserve |
0.00 |
45.00 |
Balance of Profit carried to the next year''s account |
4,416.34 |
3,721.43 |
As per the provisions of Companies Act, 2013 read with the notification issued on 30th March 2016, the proposed dividend do not form part of the Financial Statements but it forms a part of the notes and therefore the financial summary has been modified accordingly.
2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:
In spite of adverse market conditions, the Company had achieved Rs. 134.89 Crores turnover as compared to Rs. 132.68 Crores in the previous financial year. The Company is taking steps to perform better by overcoming the adverse market condition.
3. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the year there was no change in the nature of business of the Company.
4. DIVIDEND:
Your Directors have recommend a final dividend of Re. 0.50- (Paise fifty only) per equity share of Re. 1/- each. The total outgo for the current year amounts to Rs. 2,55,00,000/- (Rupees Two Crores Fifty Five Lakhs only) and dividend distribution tax of Rs. 51,91,000/- (Rupees Fifty One Lacs Ninety One Thousand only).
5. TRANSFER TO RESERVES:
The Company does not transfer any amount to General Reserves. The Directors state that the transfer of General Reserves is a voluntary transfer as per the provisions of Companies Act, 2013.
6. PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014.
7. SHARE CAPITAL OF THE COMPANY:
The paid up equity capital as on 31st March 2017 was Rs. 510 lakhs. During the period under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
The share capital of the Company was sub dividend during the Financial Year. The Share Capital of Rs. 5,10,00,000/- (Rupees Five Croress Ten Lacs only) dividend into 51,00,000 (Fifty One Lacs) Equity shares of Rs. 10/- each was subdivided into 5,10,00,000 (Five Crores Ten Lacs) Equity shares of Re. 1 /- (Rupee One only) each during the Financial year.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company has made the necessary disclosures in this Report in terms of Section 134 (3) of the "the Act" read with Rules 8 of the Companies (Accounts) Rules, 2014. The Company has always strived to optimize energy consumption. Details of the same are provided in Annexure ''1''.
9.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions which were entered into during the financial year were on an arm''s length basis and in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee for their approval and to the Board, as and when required.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website, i.e. www.menonpistons.com Pursuant to the provisions of Section 134 (3)
(h) 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, and prescribed in Form AOC - 2 of Companies (Accounts) Rules, 2014, are appended as Annexure 2 to this report. Related Party Transactions during the year have been disclosed as a part of Financial Statements as required under Accounting Standard 18 issued by the Institute of Chartered Accountants of India.
10.DETAILS OF SUBSIDI ARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no Subsidiary/Joint Ventures/Associate Companies.
11.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the company and its future operations.
12.DIRECTORS AND KMP:
a)Committees of the Board :
The Board of Directors have constituted following committees in order to effectively cater its duties towards diversified role under the "the Act" and Equity Listing Agreement with the Stock Exchanges and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations") :-
- Audit Committee;
- Stakeholders Relationship Committee;
- Nomination and Remuneration Committee;
- Risk Management Committee (Voluntary Constitution); and
- Corporate Social Responsibility Committee.
Details of the constitution, terms of references of each Committee and number of meetings attended by individual director etc. are provided in the Corporate Governance Report.
b)Policy on Director''s Appointment and Remuneration:
Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of the directors and other matters provided under Section 178 (3) of the Act and Listing Regulations adopted by the Board and details of the remuneration paid to the Board of Directors are provided in the Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.
c) Board Performance Evaluation Mechanism :
Pursuant to the provisions of the "the Act" and Clause 49 of the Listing Agreement and Listing Regulations, the Board has carried out the annual performance evaluation. Details of the evaluation mechanism are provided in the Corporate Governance Report.
d)Declarations from the Independent Directors :
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Listing Regulations.
13.NUMBER OF MEETINGS OF THE BOARD:
A calendar of meetings is prepared and circulated in advance to the Directors. During the year 4 Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the "the Act", Secretarial Standards issued by the Institute of Company Secretaries of India and Listing Regulations.
14.MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report. The Company has proposed a final Dividend which as per the provisions of Schedule III and AS 4 have not been included in the part of the Balance Sheet but forms part of the Notes to Accounts 29.c.
15.PARTICULARS OF LOAN, GUARANTEES, INVESTMENTS:
During the year under review, the Company has not made any investments or given loan or provided security or guarantees falling under the provisions of Section 186 of the "the Act".
16.MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:
As per Regulation ''34(2)(e)'' of Listing Regulations, the Management Discussion and Analysis Report and the Corporate Governance Report is appended as a part of Annual Report. The Company has obtained a Certificate from the Statutory Auditors confirming compliance with conditions of the Code of Corporate Governance as stipulated in Schedule V (E) of Listing Regulations and the same forms part of this Annual Report.
17.EXTRACT OF THE ANNUAL RETURN:
Extract of the annual return as prescribed under Section 92 (3) of the "the Act" in the Form MGT-9 is appended as Annexure ''3'' which forms part of this Report.
18.RISK MANAGEMENT:
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on Severity, Likelihood and Effectiveness of current detection. Such risks are reviewed by the Risk Management Committee on a quarterly basis.
19.INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
20.VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a ''Whistle Blower'' Policy which provides adequate safeguards against victimization of persons who may blow whistle. In addition, the Company also has constituted Internal Complaints Committee (under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013) comprising of senior executives of the Company. Protected disclosures can be made by a whistle blower through an email or dedicated telephone line or letter to the Managing Director of the Company or Letter to the Chairman of Audit Committee. Whistle Blower Policy may be accessed on the C o m p a n y '' s w e b s i t e a t t h e l i n k : ''www.menonpistons.com''.
21.CODE OF CONDUCT COMPLIANCE:
A declaration signed by the Managing Director affirming compliance with the Company''s Code of Conduct by the Directors and Senior Management for the Financial Year 2016-17 as required by Schedule V(D) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is included in the Corporate Governance Report.
22.DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of the provisions of Section 134 (5) of the "the Act", your Directors make the following statement:
a) that in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards have been followed and there was no material departure from the same;
b) that 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 as on March 31, 2017 and of the profit for the period April 1, 2016 to March 31, 2017;
c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the "the Act", for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the Directors have prepared the annual accounts on a going concern basis;
e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year; and
f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
23.PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure ''4'' which forms part of this Report.
24.INDUSTRIAL RELATIONS:
Industrial relations at the Company''s plants continue to be cordial.
25.AUDITORS: a) STATUTORY AUDITORS:
The Statutory Auditors, M/s. P. M. Vardhe & Company, Chartered Accountants, Kolhapur, retire and hold office until the conclusion of the ensuing Annual General Meeting. As per the provision of Section 139 (2) of the Companies Act read with the relevant Rules, vacate their office at the ensuing Annual General Meeting. As per the provisions of the Companies Act, 2013 they are not eligible for being reappointed and therefore the Company had approached P G Bhagwat, Chartered Accountant, Pune for appointment as Statutory Auditors under "the Act". They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. As required under Regulation ''33 (1)(d)'' of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Statutory Audit Report contains no qualification, reservation or adverse remarks
b)INTERNAL AUDITOR:
Mr.Abhay Golwalkar, Chartered Accountant,
Kolhapur was appointed to conduct the internal audit of the Company for the Financial Year 2016
17, as required under Section 138 of the Act 2013 and the Companies (Accounts) Rules, 2014.
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board & also to the Managing Director. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the process owners.
c) SECRETARIAL AUDITOR:
M/s. DVD and Associates, Company Secretaries, Pune was appointed to conduct the secretarial audit of the Company for the Financial Year 2016
17, as required under Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR-3 for Financial Year 2016-17 is appended which forms part of this Directors Report as Annexure 5. The Secretarial Audit Report does not contain any material qualification, reservation or adverse remark.
d) COST AUDITORS:
Pursuant to Section 148 of the "the Act" read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its manufacturing activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Mr.
Chnadrashekhar S. Adwadkar, Practicing Cost Accountants, Pune to audit the cost accounts of the Company for the Financial Year 2017-18 on a remuneration of Rs.1.50 Lakhs.
As required under the "the Act", the remuneration payable to the cost auditor is required to be placed before the Members at a general meeting for their determination. Accordingly, a Resolution seeking Member''s determination for the remuneration payable to Mr. Chnadrashekhar S. Adwadkar, Practicing Cost Accountants, Pune is included at Item No. 5 of the Notice convening the Annual General Meeting. The Cost Audit Report does not contain any qualification, reservation or adverse remark.
26.SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).
27.CORPORATE SOCIAL RESPONSIBILITY POLICY AND ITS REPORT:
The Board of Directors of the Company have constituted the Corporate Social Responsibility Committee (CSR Committee), as per the requirement of the Section 135 of the "the Act" read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said Committee has formulated the CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR activities. Additionally, the CSR Policy has been uploaded on the website of the Company at www.menonpistons.com. The Company has contributed Rs. 11,25,000/- towards Corporate Social Responsibility by way of donation to eligible charitable institutions and provided housing facility to economically poor families. The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 are annexed herewith as "Annexure ''6''
28.ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
For Menon Pistons Limited
Sachin Menon
Place : Kolapur Chairman & Managing Director
Date : 28.05.2017 DIN: 00134488
Mar 31, 2016
The Directors take pleasure in presenting the 39th Annual Report together with the audited financial statements for the year ended 31ST March 2016. The Management Discussion and Analysis Report has also been incorporated into this report.
Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise, and thus certain information which is required in Directors Report is clubbed elsewhere and has to be read as a part of directors'' report.
1. FINANCIAL SUMMARY / HIGHLIGHTS:
(Rs. in Lakhs )
Particulars |
Current Year 2015-2016 |
Previous Year 2014-2015 |
|
|
|
Revenue from Operations(Net) and other income |
13,268.19 |
14,566.42 |
Less: Usual working Expenses |
12,153.07 |
13,299.50 |
Gross Profit |
1,115.12 |
1,266.91 |
Less: Depreciation |
442.40 |
450.96 |
Profit Before Tax (PBT) |
672.72 |
815.95 |
Less: Provision for Taxation |
243.93 |
244.27'' |
Profit After Tax (PAT) |
428.76 |
571.68 |
Add:- Balance brought forward from previous year''s accounts |
3,595.81 |
3,350.20 |
Less: Depreciation for earlier years |
0.00 |
27.42 |
Short Provision/Prior period exps. |
12.61 |
0.00 |
Balance Available for appropriation |
4,011.96 |
3,894.46 |
Rate of dividend |
40% |
40% |
Less: Appropriations |
|
|
- Proposed Equity Dividend |
0.00 |
204.00 |
- Interim Equity Dividend |
204.00 |
0.00 |
- Tax on Equity Dividends |
41.53 |
34.66 |
- General Reserve |
45.00 |
60.00 |
Balance of Profit carried to the next year''s account |
3,721.43 |
3,595.80 |
2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:
In spite of adverse market conditions, the Company had achieved Rs. 132.68 Crores turnover as compared to Rs. 145.66 Crores in the previous financial year. The Company is taking steps to perform better by overcoming the adverse market condition.
3. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the year there was no change in the nature of business of the Company.
4. DIVIDEND
Your Directors have declared an interim dividend of Rs. 4/- (Rupees Four only) per equity share of Rs. 10/- each, on 13th March, 2016 (Last year Final Dividend of Rs. 4/- per equity share i.e. 40%). The total outgo for the current year amounts to Rs. 2,04,00,000/- (Rupees Two Crores Four Lakhs only) and dividend distribution tax of Rs. 41,52,947/- (Rupees Forty One Lakhs Fifty Two Thousand Nine Hundred and Forty Seven only).
5. TRANSFER TO RESERVES:
The Company proposes to transfer Rs.45,00,000/-(Rupees Forty Five Lakhs only) to General Reserve.
6. PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014.
7. SHARE CAPITAL OF THE COMPANY:
The paid up equity capital as on 31st March 2016 was Rs. 510 lakhs. During the period under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
8.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company has made the necessary disclosures in this Report in terms of Section 134 (3) of "the Act" read with Rules S of the Companies (Accounts) Rules, 2014. The Company has always strived to optimize energy consumption. Details of the same are provided in Annexure ''1''.
9.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions which were entered into during the financial year were on an arm''s length basis and ,in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee for their approval and to the Board, as and when required. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website, i.e. www.menonpistons.com Pursuant to the provisions of Section 134 (3) (h) of the Companies Act, 2013, the particulars of contiacts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, and prescribed in Form AOC - 2 of Companies (Accounts) Rules, 2014, are appended as Annexure 2 to this report. Related Party Transactions during the year have been disclosed as a part of Financial Statements as required under Accounting Standard 18 issued by the Institute of Chartered Accountants of India.
10.DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:
The Company has no Subsidiary / Joint Ventures / Associate Companies.
11.SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the company and its future operations.
12. DIRECTORS AND KMP:
a) Changes in the composition of the Board of Directors:
During the year, Dr. B.M. Hirdekar (DIN 07317067) was appointed as an Additional, Independent Director of the Company w.e.f. 29th October, 2015 subject to approval of shareholders at ensuing Annual General Meeting. The Company has received a Notice along with requisite deposit from member of the Company under Section 160 of "the Act" proposing his candidature for the office of Director of the Company. Your Board recommends his appointment.
The Company appointed Mr. PankajGhorpade, as a Company Secretary of the Company in place of Mrs. Anuja Mallikar with effect from 30th July 2015.
In accordance with "the Act" and Articles of Association of the Company, Shri.Ram Menon, Chairman and Director (DIN: 00111469) of the Company, retire by rotation and is eligible for reappointment.
b) Committees of the Board:
The Board of Directors have constituted following committees in order to effectively cater its duties towards diversified role under "the Act" and Equity Listing Agreement with the Stock Exchanges and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations")
* Audit Committee;
* Stakeholders Relationship Committee;
* Nomination and Remuneration Committee;
* Risk Management Committee (Voluntary Constitution); and
* Corporate Social Responsibility Committee. Details of the constitution, terms of references of each Committee and number of meetings attended by individual director etc. are provided in the Corporate Governance Report.
c)Policy on Director''s Appointment and Remuneration:
The Policy of the Company on Director''s Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of the directors and other matters provided under Section 178 (3) of the Act and Listing Regulations adopted by the Board and details of the remuneration paid to the Board of Directors are provided in the Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.
d) Board Performance Evaluation Mechanism: Pursuant to the provisions of "the Act" and Clause 49 of the Listing Agreement and Listing Regulations, the Board has carried out the annual performance evaluation. Details of the evaluation mechanism are provided in the Corporate Governance Report.
e) Declarations from the Independent Directors:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Equity Listing Agreement with the Stock Exchanges and Listing Regulations.
13.NUMBEROFMEETINGSOFTHE BOARD:
A calendar of meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under "the Act", Secretarial Standards issued by the Institute of Company Secretaries of India and Listing Regulations.
14.MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
15. PARTICULARS OF LOAN, GUARANTEES, INVESTMENTS:
During the year under review, the Company has not made any investments or given loan or provided security or guarantees falling under the provisions of Section 186 of "the Act".
16.MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:
As per clause 49 of the Equity Listing Agreement with Stock Exchanges and Regulation ''34(2)(e)â of Listing Regulations, the Management Discussion and Analysis Report and the Corporate Governance Report are appended as a part of Annual Report. The Company has obtained a Certificate from the Statutory Auditors confirming compliance with conditions of the Code of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges and Schedule V (E) of Listing Regulations and the same forms part of this Annual Report.
17. EXTRACT OF THE ANNUAL RETURN:
Extract of the annual return as prescribed under Section 92 (3) of "the Act" in the Form MGT-9 is appended as Annexure ''3'' which forms part of this Report.
18. RISK MANAGEMENT:
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks ⢠as also identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on Severity, Likelihood and Effectiveness of current detection. Such risks are reviewed by the Risk Management Committee on a quarterly basis.
19.INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a ''Whistle Blower'' Policy which provides adequate safeguards against victimization of persons who may blow whistle. In addition, the Company also has constituted Internal Complaints Committee (under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 comprising of senior executives of the Company. Protected disclosures can be made by a whistle blower through an email or dedicated telephone line or letter to the Managing Director of the Company or Letter to the Chairman of Audit Committee. Whistle Blower Policy may be accessed on the Company''s website at the link: ''www.menonpistons.com''.
21. CODE OF CONDUCT COMPLIANCE:
A declaration signed by the Managing Director affirming compliance with the Company''s Code of Conduct by the Directors and Senior Management for the Financial Year 2015-16 as required under Clause 49 of the Equity Listing Agreement with Stock Exchange and Schedule V(D) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is included in the Corporate Governance Report.
22. DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of the provisions of Section 134 (5) of "the Act", your Directors make the following statement:
a) that in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed and there was no material departure from the same;
b) that 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 as on March 31, 2016 and of the profit for the period April 1,2015 to March 31,2016;
c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of "the Act", for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the Directors have prepared the annual accounts on a going concern basis;
e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year; and
f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
23. PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure ''4'' which forms part of this Report.
24. INDUSTRIAL RELATIONS:
Industrial relations at the Company''s plants continue to be cordial.
25. AUDITORS:
a) STATUTORY AUDITORS:
The Statutory Auditors, M/s. P. M. Vardhe & Company, Chartered Accountants, Kolhapur, retire and hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment under "the Act". They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. As required under Clause 49 of the Listing Agreement and Regulation ''33 (l)(d)'' of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Statutory Audit Report does not contain any qualification, reservation or adverse remark,
b) INTERNAL AUDITOR:
Mr. Abhay Golwalkar, Chartered Accountant, Kolhapur was appointed to conduct the internal audit of the Company for the Financial Year 2015-16, as required under Section 138 of the Act and the Companies (Accounts) Rules, 2014.
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. To maintain its objectivity and independence, the Internal Auditor Reports to the Chairman of the Audit Committee of the Board & also to the Managing Director. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been, carried out by the process owners.
c) SECRETARIAL AUDITOR:
M/s. DVD and Associates, Company Secretaries, Pune was appointed to conduct the secretarial audit of the Company for the Financial Year 2015-16, as required under Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR-3 for Financial Year 2015-16 is appended which forms part of this Directors Report as Annexure 5. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
d) COST AUDITORS:
Pursuant to Section 148 of "the Act" read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its manufacturing activity is required to be audited. Your Directors had, on the recommendation of the . Audit Committee, appointed Mr. Chandrashekhar S. Adwadkar, Practicing Cost Accountants, Pune to audit the cost accounts of the Company for the Financial Year 2016-17 on a remuneration of Rs.1.50 Lakhs. As required under "the Act", the remuneration payable to the cost auditor is required to be placed before the Members at a general meeting for their determination. Accordingly, a Resolution seeking Member''s determination for the remuneration payable to Mr. Chandrashekhar S. Adwadkar, Practicing Cost Accountants, Pune is included at Item No. 6 of the Notice convening the Annual General Meeting. The Cost Audit Report does not contain any qualification, reservation or adverse remark
26. SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).
27.CORPORATE SOCIAL RESPONSIBILITY POLICY AND ITS REPORT:
The Board of Directors of the Company have constituted the Corporate Social Responsibility Committee (CSR Committee), as per the requirement of the Section 135 of "the Act" read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said Committee has formulated the CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR activities. Additionally, the CSR Policy has been uploaded on the website of the Company at www.menonpistons.com. The Company has contributed Rs. 11,78,721/- (Rupees Eleven Lakhs Seventy Eight Thousand Seven Hundred and Twenty One only) towards Corporate Social Responsibility by way of donation to Prime Minister''s National Relief Fund and some part towards financial assistance for promotion of education. The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is are annexed herewith as "Annexure ''6''
28.ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from th6 financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
For Menon Pistons Limited
Ram Menon
Place: Kolhapur Chairman
Date : 18.05.2016 DIN: 00111469
Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting the 38th Annual Report
together with the audited financial statements for the year ended
March, 31, 2015. The Management Discussion and Analysis Report have
also been incorporated into this report.
Directors have tried to maintain coherence in disclosures and flow of
the information by clubbing required information topic-wise, and thus
certain information which is required in directors report is clubbed
elsewhere and has to be read as a part of directors' report.
1. Financial summary / Highlights: ( Rs.in Lakhs )
Current Year Previous Year
Particu|ars 2014-2015 2013-2014
Revenue from Operations(Net) and
other income 14566.42 14,446.52
Less: Usual working Expenses 13299.50 13,728.04
Gross Profit 1266.91 718.48
Less: Depreciation 450.96 406.24
Profit Before Tax (PBT) 815.95 312.24
Less: Provision for Taxation 244.27 129.85
Profit After Tax (PAT) 571.68 182.40
Add:- Balance brought forward from
previous year's accounts 3350.20 3,275.30
Less: Depreciation for earlier years 27.42 0.00
Balance Available for appropriation 3894.46 3,457.70
Less: Appropriations
- Proposed Equity Dividend 204.00 76.50
- Tax on Equity Dividends 34.66 13.00
- General Reserve 60.00 18.00
Balance of Profit carried to the next
year's account 3595.80 3,350.20
Financial performance
During the year 2014-15 your company has made turnover of Rs 14566.42
Lakhs as compared to Rs. 14446.52 Lakhs during the previous financial
year whereas profit after tax for the year is Rs. 571.68/- Lakhs as
against Rs. 182.40/- Lakhs in the previous financial year.
Year Sales performance
(Rs. Lacs)
2011 15066.90
2012 16705.90
2013 15441.70
2014 14446.50
2015 14566.40
Year PBT
(Rs. Lacs)
2011 1301.50
2012 1518.49
2013 662.40
2014 312.24
2015 815.95
Year PAT
(Rs. Lacs)
2011 877.23
2012 1001.55
2013 456.60
2014 182.40
2015 571.68
Year EPS
(Rs. Lacs)
2011 17.20
2012 19.64
2013 8.95
2014 3.58
2015 11.21
2. DIVIDEND
Your Directors are pleased to recommend a final dividend of Rs. 4/-
(Rupees Four only ) per equity share of Rs. 10/- each. The total outgo
for the current year amounts to Rs. 2,04,00,000/- (Rupees Two Crores
Four Lakhs only) and dividend distribution tax of Rs. 34,66,980/- (
Rupees Thirty four Lakhs Sixty Six Thousand Nine Hundred and Eighty
only) as against dividend Rs. 76,50,000/- (Rupees Seventy Six Lakhs
fifty thousand only) and dividend distribution tax of Rs. 13,00,118/-
(Thirteen Lakhs One Hundred and eighteen only) in the previous year.
The unclaimed dividend pertaining for the year ended March, 2007 was
transferred to the Investor Education & Protection Fund after giving
due notice to the Members. Company has complied with all the necessary
compliances including filing of e-form 5INV with MCA. The Company
proposes to transfer an amount of Rs. 60,00,000/- (Rupees Sixty lakhs
only) to the General Reserves.
3. DIRECTORS AND KMP:
The details of Appointment, reappointment and retiring by rotation of
Directors and Key Managerial Persons ( KMP) are included in Corporate
Governance Report, and forms part of the directors report as 'annexure
D'.
4. SEGMENT WISE AND PRODUCT-WISE OPERATIONAL PERFORMANCE
The details are given under Notes to Accounts of financial statements.
5. PARTICULARS OF LOAN, GUARANTEES, INVESTMENTS
The details of loans, guarantee or investment under Section 186 of the
Companies Act, 2013 are given under Notes to Accounts of financial
statements.
6. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c)of the Companies Act,
2013:
a. That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b. That such accounting policies as mentioned in Note 1 of the Notes to
the Financial Statements have been selected and applied consistently
and judgment and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31 March, 2015 and of the profit of the Company for
the year ended on that date;
c. That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. That the annual financial statements have been prepared on a going
concern basis;
e. That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f. That the systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
7. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has constituted an Internal Compliants Committee under
Section 4 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year no complaint was
filed before the said Committee.
8. CORPORATE GOVERNANCE
As a listed Company necessary measures are taken to comply with
provisions of the listing agreement entered with Bombay Stock Exchange
and SEBI. The Report on Corporate Governance along with a certificate
as stipulated confirming compliance with the conditions of Corporate
Governance, the Managing Director's declaration as stipulated under the
aforesaid Clause 49 and Management Discussion and Analysis Report forms
part of the Annual Report.
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION , FOREX EARNING AND
OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, is annexed herewith as "Annexure A".
10. COMPENSATION AND DISCLOSURE ANALYSIS
The Companies Act, listing agreement through various provisions require
disclosure and analysis on executive, director's, KMP's and other
employees' compensation. A separate disclosure containing all the
information at one place is grouped under "Corporate Governance Report"
and the said information forms part of director's report.
11. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE
Pursuant to the provisions of Section 135 read with Companies
(Corporate Social Responsibility) Rules, 2014, the Company has formed
Corporate Social Responsibility Committee and a Policy on Corporate
Social Responsibility has also been formulated. As part of its
initiatives under CSR, during the year, Company has given donation to
"Prime Ministers National Relief Fund" and other eligible
charitable institutions.
The details as per the provisions of Rule 8 of Companies (Corporate
Social Responsibility)Rules, 2014 are annexed herewith as "Annexure
'C'.
12. EXTRACT OF ANNUAL RETURN IN FORM MGT-9
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as Annexure 'B'.
13. RELATED PARTY TRANSACTIONS
Related party disclosures pursuant to sub-section (1) of section 188 of
the Companies Act, 2013 are forming part of the Board report and is
annexed herewith as annexure 'E'.
14. COST AUDITORS
As per the provisions of Section 148 of the Companies Act, 2013 read
with Companies (Audit and Auditors) Rules, 2014, the Board of Directors
of the Company has appointed M/s. Chandrashekhar S. Adawadkar, Cost
Accountant, Pune as Cost Auditors of the Company to conduct audit of
cost records for the financial year 2015-16.
15. STATUTORY AUDITORS
The Company's Auditors, M/s P.M. Vardhe & CO., Chartered Accountants,
Kolhapur were appointed in AGM 2014 for a period of two audit periods
and their appointment needs to be ratified in general meeting.
16. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Messrs Milind
Kulkarni & Associates, Pune, a firm of Company Secretaries in Practice,
to undertake the Secretarial Audit of the Company. Secretarial Audit
Report is annexed herewith as "Annexure 'F'. in FORM MR-3
17. COMMENTS ON OBSERVATIONS ON SECRETARIAL AUDIT REPORT
i) The Company is in process of identifying an "independent Director"
to fulfill the requirements of listing agreement.
ii) The Company's is revamping its existing website and will disclose
all statutory disclosures and also useful information for stakeholders.
For Menon Pistons Limited Ram Menon
Place : Kolhapur Chairman
Date : 24.05.2015 DIN: 00111469
Mar 31, 2014
Dear Shareholders,
The Directors are delighted in presenting you the 37th Annual Report
on the business and operations of the Company together with the audited
statements of accounts for the year ending on 31st March 2014.
Financial & operational Performance: ( Rs. in Lakhs )
Current Year Previous Year
Particulars 2013-2014 2012-2013
Gross Turnover 14,446.52 15,441.67
Less: Usual working Expenses 13,728.04 14,322.59
Gross Profit 718.48 1,119.08
Less: Depreciation 406.24 456.69
Profit Before Taxation 312.24 662.39
Less: Provision for Taxation (Net) 129.85 205.77
Profit After Tax 182.40 456.61
Add: Balance of profit as per last
year''s accounts 3,275.30 2,988.02
Add : Previous Year Provision W/o 0.00 0.00
Balance Available for appropriation 3,475.70 3,444.63
Less :
Proposed Dividend 76.50 102.00
Tax on Dividend 13.00 17.33
Transfer to General Reserves 18.00 50.00
Balance carried to next year 3,350.20 3,275.30
General Review
The Indian automobile industry has witnessed a period of sluggish
demand for almost three consecutive years with signs of recovery still
appearing distant. As auto component manufacturers derive over 60% of
their revenues from supplies to the domestic auto Original Equipment
Manufacturers (OEM), the ongoing weakness in demand for new vehicles
accordingly had an adverse impact on revenue growth of suppliers.
With demand for vehicles declining in most mature markets in the face
of the global recession, high fuel costs and urban driving
restrictions, the industry is turning its attention even more strongly
towards the expanding middle classes in the new power houses of china,
India, Brazil, Russia etc. and other after developing countries.
Auto Component Industry continues to face tremendous pressure on profit
margins due to elevated inflation levels. Going ahead, amidst rising
market competition, new product launches, as also product refreshes
planned, OEM are expected to increase spending on marketing &
promotional activities.
During the year 2013-14 your company has made turnover of Rs 14,446.52
Lakhs as compared to Rs. 15441.67 Lakhs during the previous financial
year whereas profit after tax for the year is Rs. 182.40/- Lakhs as
against Rs. 456.61/- Lakhs in the previous financial year.
Dividend
Your Directors are pleased to recommend a dividend of Rs. 1.50/- per
equity share of Rs. 10/- each for the financial year 2013-2014. Total
outgo on dividend would be Rs. 76,50,000/- (Seventy Six Lakh Fifty
Thousand only). The Company has made preparations to transfer Rs.
18,00,000/- (Eighteen Lakh Only) to general reserves while
appropriating dividend from the net profit. The tax on dividend will be
paid by the Company and the dividend in the hands of shareholders is
free from income tax. Dividend would be distributed to the Share
holders after approval of members in the Annual General Meeting.
Corporate Governance
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best Corporate
Governance practices as prevalent globally.
As a listed Company necessary measures are taken to comply with
provisions of the listing agreement entered with Bombay Stock Exchange.
The Report on Corporate Governance along with a certificate as
stipulated confirming compliance with the conditions of Corporate
Governance as stipulated under the aforesaid Clause 49 forms part of
the Annual Report. The Managing Director''s declaration regarding
compliance with code of conduct for Board Members and Senior Management
is attached to the Corporate Governance Report.
Eco Friendly Compliance
The company complies with all requirements regarding management of
pollutants of manufacturing units. The plants do not cause any type of
water, air or noise pollution. The company has obtained clearances from
the State Pollution Control Board for both the plants.
Board of Directors
Mr. Nitin Ram Menon and Shri Ram Menon, Directors, would retire by
rotation at the ensuing Annual General Meeting of the Company; and
being eligible, may offer themselves for reappointment.
In accordance with clause 49 of the listing agreement, particulars
relating to the Directors seeking appointment/re-election/reappointment
at the ensuing Annual General Meeting are furnished in the Corporate
Governance Report.
Industrial Relation
During the year, Industrial relations at both the plant locations
remained harmonious. The Directors express their appreciation for the
support given and the contribution made by the employees at all levels
and there were no man days lost due to any kind of unrest.
Directors'' Responsibility Statement:
In accordance with the requirements of section 217 (2AA) of the
Companies Act, 1956, the Directors declare that:
1) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departure, if any;
2) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as on 31st March, 2014 and of the profit of the Company for
the year ended on that date;
3) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
4) the Directors had prepared the annual accounts on a ''going concern''
basis.
Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings & Outgo
The particulars as prescribed under sub-section (1) (e) of section 217
of the Companies Act, 1956, read with the Companies (Disclosure of
particulars in the report of the Board of directors) Rules, 1988, are
set out in ''Annexure A'' to this report.
Management Discussion & Analysis and Corporate Governance
A separate Report on the Management Discussion & Analysis is annexed to
this report and forms part of this Report.
Particulars of employees
There is no employee whose particulars are required to be given under
section 217(2A) (a) of the Companies Act 1956, read with Notification
dated 31st March, 2011 by MOCA.
Auditors & Their Report
The Auditors of the Company, P.M. Vardhe & Co., Chartered Accountants,
Kolhapur would retire at the ensuing Annual General Meeting and have
confirmed their eligibility and willingness to accept office, if
re-appointed.
The Board has duly reviewed the Statutory Auditors'' Report. No
qualification remark was listed out by the Auditor in their report. It
is forming part of this Annual Report.
Mr. Chandrasekhar S. Adawadkar, Cost Accountant, Pune has been
appointed as cost auditor to conduct the said audit for the year
2013-14, and the government approval in this regard has been received.
Audit committee
The Audit Committee, which was constituted pursuant to the provisions
of Section 292A of the Companies Act, 1956 and Clause 49 of the listing
agreement with Bombay Stock Exchange, has reviewed the Accounts for the
year ended on March 31, 2014. The Composition of the Audit Committee
are Mr. R. D. Dixit (Chairman), Mr. Sachin Ram Menon (Member), Dr.
Shivram Bhoje (Member) and Mr. A. S. Belur (Member).
Acknowledgments
The Directors place on record their appreciation and express their
gratitude for the continued support extended to the Company by the
share holders, Financial Institutions & Banks, Suppliers and the
Customers. We thank the Government of India, State Government, Reserve
Bank of India, Bombay Stock Exchange depositories and other Government
Agencies for their continuous & stable support, and look forward to
their continued backing in the future.
For and On behalf of the Board of Directors
Place: Kolhapur Ram Menon
Date : 11.05.2014 Chairman
Mar 31, 2013
Dear Shareholders,
The Directors are delighted in presenting to you 36th Annual Report on
the business and operations of the Company together with the audited
statements of accounts for the year ended 31st March 2013.
Financial & operational Performance:
(Rs.in Lakhs)
Current Year Previous Year
Particulars 2012-2013 2011-2012
Gross Turnover 15,441.67 16,705.88
Less: Usual working Expenses 14,322.59 14,772.32
Gross Profit 1,119.08 1,933.56
Less: Depreciation 456.69 415.07
Profit Before Taxation 662.39 1,518.49
Less: Provision for Taxation (Net) 205.77 516.94
Profit After Tax 456.61 1,001.55
Add: Balance of profit as per
last year''s accounts 2,988.02 2,293.24
Add : Previous Year Provision W/o 0.00 0.68
Balance Available for appropriation 3,444.63 3,295.47
Less;
Proposed Dividend 102.00 178.50
Tax on Dividend 17.33 28.95
Transfer to General Reserves 50.00 100.00
Balance carried forward to next year 3,275.30 2,988.02
General Review
The decleration in the industrial sector was sharper during the first
half of the current financial year in comparison to that in the same
period of the previous year. The combination of factors that affected
industrial production during 2011-12, continued to be a drag on
industrial output even during the current financial year.
The slowing growth rate in India during the first half of 2012-13 can
be explained in terms of both global factors and domestic factors. FY
2012-13 was a challenging year the global economy, barely a year after
recession, witnessed lower economic growths sluggish demand.
The Indian auto and auto components industry is currently facing its
most formidable challenge that of slowdown in their sales volumes and
profit growth due to inflation, high interest rates and rising fuel
prices etc. After a frenzied period of 2009-10 and 2010-11 when all
automotive spots - domestic OEMs, exports and replacement market -
shone bright, the year 2011-12 marked the commencement of a slowdown
phase as volumes in the domestic Passenger Vehicle (PV) and Medium &
Heavy Commercial Vehicle (M&HCV) segments began to stutter. If the year
2011-12 was bad, the year 2012-13 has turned out to be worst.
During the year 2012-13 your company has achieved the turnover of Rs.
154.41 Crores as compared to Rs. 167.05 Crores during the previous
financial year whereas profit after tax for the year is Rs. 4.56/-
Crores as against Rs. 10.01/- Crores in the previous financial year.
Dividend
Your Directors are pleased to recommend a dividend Rs. 2.00/- per
equity share of Rs. 10/- each for the financial year 2012-2013. Total
outgo on dividend would be Rs. 1,02,00,000/- (One Crore Two Lakhs
Rupees only). The Company has made preparations to transfer Rs.
50,00,000/- (Fifty Lacs Only) to general reserves while appropriating
dividend from the net profit. The tax on dividend will be paid by the
Company and the dividend in the hands of shareholders is free from
income Tax. Dividend would be distributed to the Shareholders after
approval of members in the Annual General Meeting.
Corporate Governance
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best Corporate
Governance practices as prevalent globally.
As a listed Company necessary measures are taken to comply with
provisions of the listing agreement entered with Bombay Stock Exchange.
The Report on Corporate Governance along with a certificate as
stipulated confirming compliance with the conditions of Corporate
Governance as stipulated under the aforesaid Clause 49 forms part of
the Annual Report. The Managing Director''s declaration regarding
compliance with code of conduct for Board Members and Senior Management
is attached to the Corporate Governance Report.
Eco Friendly Compliance
The company complies with all requirements regarding management of
pollutants of manufacturing units. The plants do not cause any type of
water, air or noise pollution. The company has obtained clearances from
the State pollution control board for both the plants.
Board of Directors
Mr. Ramesh Dattatraya Dixit and Mr. Ajitkumar Belur, Directors, would
retire by rotation at the ensuing Annual General Meeting of the
Company; and being eligible, may offer themselves for reappointment.
In accordance with clause 49 of the listing agreement, particulars
relating to the Directors seeking re- election/reappointment at the
ensuing Annual General Meeting are furnished in the Corporate
Governance Report.
industrial Relation
During the year, Industrial relations at both the plant locations
remained harmonious. The Directors express their appreciation for the
support given and the contribution made by the employees at all levels
and there were no man days lost due to any kind of unrest.
Directors5 Responsibility Statement:
In accordance with the requirements of section 217 (2AA) of the
Companies Act, 1956, the Directors declare that:
1) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with properexplanationrelatingto
material departure if any;
2) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31sl March, 2013 and of the profit of the Company for
the year ended on that date;
3) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and 4) the Directors had prepared the annual accounts
on a ''going concern'' basis.
Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings & Outgo
The particulars as prescribed under sub-section (1) (e) of section 217
of the Companies Act, 1956, read with the Companies (Disclosure of
particulars in the report of the Board of directors) Rules, 1988, are
set out in ''Annexure A'' to this report.
Management Discussion & Analysis and Corporate Governance
A separate Report on the Management Discussion & Analysis is annexed to
this report and forms part of this Report
Particulars of employees
There is no employee whose particulars are required to be given under
section 217(2A) (a) of the Companies Act 1956 read with Notification
dated 31st March, 2011 by MOCA.
Auditors & Their Report
The Auditors of the Company, M/s.P.M. Vardhe & Co., Chartered
Accountants, Kolhapur would retire at the ensuing Annual General
Meeting and have confirmed their eligibility and willingness to accept
office, if re-appointed.
The Board has duly reviewed the Statutory Auditors'' Report. No
qualification remark was listed out by the Auditor in their report. It
is forming part of this Annual Report.
Mr. Chandrasekhar S. Adawadkar, Cost Accountant, Pune has been
appointed as cost auditor to conduct the said audit for the year
2012-13, and the government approval in this regard has been received.
Audit committee
The Audit Committee, which was constituted pursuant to the provisions
of Section 292A of the Companies Act, 1956 and Clause 49 of the listing
agreement with Bombay Stock Exchange, has reviewed the Accounts for the
year ended March 31, 2013. The Composition of the Audit Committee are
Mr. R. D. Dixit (Chairman), Mr. Sachin Ram Menon (Member) and Dr. YSP
Thorat (Member).
Acknowledgements
The Directors place on record their appreciation and express
theirgratitude forthe continued support extended to the Company by the
Shareholders, Financial Institutions & Banks, Suppliers and the
Customers. We thank the Government of India, State Government, Reserve
Bank of India, Bombay Stock Exchange depositaries and other Government
Agencies for their continuous & stable support, and look forward to
their continued backing in the future.
For and On behalf of the Board of Directors
Place: Kolhapur Ram Menon
Date: 18.05.2013 Chairman
Mar 31, 2012
Dear Shareholders,
The Directors have pleasure in presenting to you 35th Annual Report on
the business and operations of the Company together with the audited
statements of accounts for the year ended 31st March 2012.
Financial & operational Performance: ( Rs.in Lakhs)
Current Year Previous Year
Particulars 2011-2012 2010-2011
Gross Turnover 16,705.88 15,066.93
Less: Usual working Expenses 14,772.32 13,501.23
Gross Profit 1,933.56 1,565.70
Less: Depreciation 415.07 264.19
Profit Before Taxation 1,518.49 1,301.50
Less: Provision for Taxation (Net) 516.94 424.27
Profit After Tax 1,001.55 877.23
Add: Balance of profit as per
last year's accounts 2,293.24 1,717.15
Add : Previous Year Provision W/o 0.68 Nil
Balance Available for appropriation 3,295.47 2,594.38
Less :
Proposed Dividend 178.50 178.50
Tax on Dividend 28.95 29.64
Transfer to General Reserves 100.00 93.00
Balance carried forward to next year 2,988.02 2,293.24
General Review
After having recorded a strong double - digit volume growth over the
last two years, the auto and auto components industry may face strong
headwinds in 2012 - 13 leading to moderation in growth contributed by
firming up of commodity prices, rising fuel costs and interest rates,
while the industry has made big strides over the last decade towards
improving internal efficiency and thereby partially offsetting input
cost pressures, efficiency gains alone may be insufficient going
forward for players to use as a lever to combat cost headwinds.
Industry players will therefore need to intensify their focus on
deploying more cost effective measures.
The Indian auto components industry is gaining significance on the
global front for the foreign Original Equipment Manufacturers (OEMs)
that source parts from India. Adoption of global best practices is
shaping
the industry towards having an efficient supply chain system to fully
exploit the rise in local demand. However, the industry is structured
in three tiers with the lowest tier being highly fragmented.
Information Technology (IT) solutions are thus necessary to increase
the visibility across the supply chain to provide accurate demand
forecasts, prevent counterfeiting of products and provide quality
products and services.
In view of these developments your company taken various measures for
quality of the product, introducing new technologies in manufacturing
activity with the help of our technology partners M/s Dong Yang Pistons
Co. Ltd. South Korea and in - house product developments.
Your Company introduced The New world-class Foundry ready for
production in last quarter of the financial year 2011-12 and the
production process is being smoothen, resulting in time saving and the
ultimate benefit is quality of the product be increased drastically.
During the year 2011-12 your company has achieved the turnover of Rs.
167.05 Crores as compared to Rs. 150.66 Crores during the previous
financial year whereas profit after tax for the year is Rs. 10.01/-
Crores as against Rs. 8.77/- Crores in the previous financial year.
Dividend
Your Directors are pleased to recommend a dividend Rs. 3.50/- per
equity share of Rs. 10/- each for the financial year 2011-2012. Total
outgo on dividend would be Rs. 17,850,000/- (One Crore Seventy Eight
Lakhs Fifty Thousand only). The Company has made preparations to
transfer Rs. 1,00,00,000/- (One Crore Only) to general reserves while
appropriating dividend from the net profit. The tax on dividend will be
paid by the Company and the dividend in the hands of shareholders is
free from income Tax. Dividend would be distributed to the Shareholders
after approval of members in the Annual General Meeting.
Corporate Governance
As a listed Company necessary measures are taken to comply with
provisions of the listing agreement entered with Bombay Stock Exchange.
A report on Corporate Governance along with a certificate of compliance
from the Auditor's is annexed to this report and forms part of this
Annual Report. The Managing Director's declaration regarding compliance
with code of conduct for Board Members and Senior Management is
attached to the Corporate Governance Report.
Eco Friendly Compliance
The company complies with all requirements regarding management of
pollutants of manufacturing units. The plants do not cause any type of
water, air or noise pollution. The company has obtained clearances from
the State pollution control board for both the plants.
Board of Directors
Dr. YSP Thorat and Mr. Nitin Menon, Directors, would retire by rotation
at the ensuing Annual General Meeting of the Company; and being
eligible, may offer themselves for reappointment.
In accordance with clause 49 of the listing agreement, particulars
relating to the Directors seeking re- election/reappointment at the
ensuing Annual General Meeting are furnished in the Corporate
Governance Report.
Industrial Relation
During the year, Industrial relations at both the plant locations
remained harmonious. Regular structured safety meetings were held with
employees and safety programmes were conducted for them throughout the
year. The Directors express their appreciation for the support given
and the contribution made by the employees at all levels and there were
no man days lost due to any kind of unrest.
Directors' Responsibility Statement:
In accordance with the requirements of section 217 (2AA) of the
Companies Act, 1956, the Directors declare that:
1) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departure if any;
2) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 12 and of the profit of the Company for
the year ended on that date;
3) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
4) the Directors had prepared the annual accounts on a 'going concern'
basis.
Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings & Outgo
The particulars as prescribed under sub-section (1) (e) of section 217
of the Companies Act, 1956, read with the Companies (Disclosure of
particulars in the report of the Board of directors) Rules, 1988, are
set out in 'Annexure A' to this report.
Management Discussion & Analysis and Corporate Governance
A separate Report on the Management Discussion & Analysis is annexed to
this report and forms part of this Report
Particulars of employees
There is no employee whose particulars are required to be given under
section 217(2A) (a) of the Companies Act 1956 read with Notification
dated 31st March, 2011 by MOCA.
Auditors & Their Report
The Auditors of the Company, P.M. Vardhe & Co., Chartered Accountants,
Kolhapur would retire at the ensuing Annual General Meeting and have
confirmed their eligibility and willingness to accept office, if re-
appointed.
The Board has duly reviewed the Statutory Auditors' Report. No
qualification remark was listed out by the Auditor in their report. It
is forming part of this Annual Report.
Mr. Chandrashekhar S. Adawadkar, cost accountant, Pune has been
appointed as cost auditor to conduct the said audit for the year
2011-12, and the government approval in this regard has been received.
Audit committee
The Audit Committee, which was constituted pursuant to the provisions
of Section 292A of the Companies Act, 1956 and Clause 49 of the listing
agreement with Bombay Stock Exchange, has reviewed the Accounts for the
year ended March 31, 2012. The Composition of the Audit Committee are
Mr. R. D. Dixit (Chairman), Mr. Sachin Ram Menon (Member) and Dr. YSP
Thorat (Member).
Acknowledgments
The Directors place on record their appreciation and express their
gratitude for the continued support extended to the Company by the
Shareholders, Financial Institutions & Banks, Suppliers and the
Customers. We thank the Government of India, State Government, Reserve
Bank of India, Bombay Stock Exchange depositories and other Government
Agencies for their continuous & stable support, and look forward to
their continued backing in the future.
For and On behalf of the Board of Directors
Place: Kolhapur Sachin Menon R. D. Dixit
Date : 27.05.2012 Managing Director Director
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in presenting to you 34th Annual Report on
the business and operations of the Company together with the audited
statements of accounts for the year ended 31st March 2011.
Financial & operational Performance: (Rs. in Lakhs)
Particulars Current Previous
Year Year
2010-2011 2009-2010
Gross Turnover 15066.93 11464.67
Less: Usual working Expenses 13501.23 10265.29
Gross Profit 1565.70 1199.38
Less: Depreciation 264.19 224.04
Profit Before Taxation 1301.50 975.34
Less: Provision for Taxation (Net) 424.27 325.27
Profit After Tax 877.23 650.07
Add: Balance of profit as per last
year's accounts 1717.15 1445.69
Add: Deferred Tax Asset Nil 53.42
Less: Earlier Year Adjustment Nil 157.19
Balance Available for appropriation 2594.38 1991.99
Less:
Proposed Dividend 178.50 178.50
Tax on Dividend 29.64 30.34
Transfer to General Reserves 93.00 66.00
Balance carried forward to next year 2293.24 1717.15
General Review
The Indian auto component industry is emerging as a global hub for auto
component manufacturers. This industry is one of the front runners for
grabbing the global auto component outsourcing market. The value of
outsourcing auto components from India includes low labour cost,
availability of raw material, technically skilled man power and
assurance of quality products. In view of these developments your
company is focusing on innovation and cost proning exercise to face the
domestic as well as global challenges. Your company is gearing to the
new reality and is in the process of substantially investing in
capacity expansion by introducing new world class machineries and
upgradation of the technology with the help of our technology partner
M/s Dong Yang Piston Co. Ltd. South Korea. We hope to remain ahead in
the race.
During the year 2010-11 your company has achieved the turnover of Rs.
150.66 crores as compared to Rs. 114.60 crores during the previous
financial year whereas profit after tax for the year is Rs. 877 crores
as against Rs.650 crores in the previous financial year.
Dividend
Considering the capital investment made during the year and requirement
of the funds for the future expansion plans, your Directors have
decided to Plough back the surplus funds and pleased to recommend a
dividend of Rs.3.50/- per equity share of Rs.10/- each for the
financial year 2010-11. The total outgo on dividend will be
Rs.78,50,000/- (Rupees one crore seventy Eight lakhs fifty thousand
only). The tax on dividend will be paid by the company and the dividend
in the hands of shareholders is free from Income Tax. The dividend will
be distributed to the shareholders after approval of Members in the
Annual General Meeting. The company has made preparations to transfer
Rs.93,00,000 (Rs.Ninety Three Lacs) to General Reserves while
appropriating dividend from the net profit.
Corporate Governance
As a listed Company necessary measures are taken to comply with
provisions of the listing agreement entered with Bombay Stock Exchange.
A report on Corporate Governance along with a certificate of compliance
from the Auditors is annexed to this report and forms part of this
Annual Report. The Managing Director's declaration regarding compliance
with code of conduct for Board Members and Senior Management is
attached to the Corporate Governance Report.
Eco Friendly Compliance
The company complies with all requirements regarding management of
pollutants of manufacturing units. The plants do not cause any type of
water, air or noise pollution. The company has obtained clearances from
the State pollution control board for both the plants.
Board of Directors
The Board of Directors of the Company (The 'Board'), at its meeting
held on January 29,2011 has, appointed Dr. YSP Thorat as a
Non-Executive, Independent Director. Thus it fulfills the Corporate
Governance norms for composition of Board.
Mr. Ramesh Dattatraya Dixit and Mr. Ajitkumar Belur, Directors, would
retire by rotation at the ensuing Annual General Meeting of the
Company; and being eligible, offer themselves for reappointment.
Company received approval from the Central Government for the
appointment of Mr. Sachin Menon as Managing Director for next five
years.
In accordance with clause 49 of the listing agreement, particulars
relating to the Directors seeking re- election/reappointment at the
ensuing Annual General Meeting are furnished in the Corporate
Governance Report.
Industrial Relation
The relations with the employees continue to remain cordial. The
Directors express their appreciation for the support given and the
contribution made by the employees at all levels and there were no man
days lost due to any kind of unrest.
Directors'Responsibility Statement
In accordance with the requirements of section 217 (2AA) of the
Companies Act, 1956, the Directors declare that:
1) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relatingto
material departure if any;
2) The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 11 and of the profit of the Company for
the year ended on that date;
3) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
4) The Directors had prepared the annual accounts on a 'going concern'
basis.
Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings & Outgo
The particulars as prescribed under sub-section (1) (e) of section 217
of the Companies Act, 1956, read with the Companies (Disclosure of
particulars in the report of the Board of directors) Rules, 1988, are
set out in 'Annexure A' to this report.
Management Discussion & Analysis
A separate Report on the Management Discussion & Analysis is annexed to
this report and forms part of this Report
Particulars of Employees
There is no employee whose particulars are required to be given under
section 217(2A) (a) of the Companies Act 1956 read with Notification
dated 31st March, 2011 by MOCA.
Auditors & Their Report
The Auditors of the Company, M/S. P.M. Vardhe & Co., Chartered
Accountants, Kolhapur would retire at the ensuing Annual General
Meeting and have confirmed their eligibility and willingness to accept
office, if re- appointed.
The Board has duly reviewed the Statutory Auditors' Report. No
qualification remark was listed out by the Auditors in their report. It
is forming part of this Annual Report
Acknowledgments
The Directors place on record their appreciation and express their
gratitude for the continued support extended to the Company by the
Shareholders, Financial Institutions & Banks, Suppliers and the
Customers. We thank the Government of India, State Government, Reserve
Bank of India, Bombay Stock Exchange, depositories and other Government
Agencies for their continuous & stable support, and look forward to
their continued backing in the future.
For and On behalf of the Board of Directors
Ram Menon
Chairman
Place: Kolhapur
Date : 26th May, 2011