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Directors Report of Menon Pistons Ltd.

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)‘ 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

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