To,
The Members
Menon Pistons Limited
The Directors' take pleasure in presenting the 46th Annual Report together with the
Audited Standalone and Consolidated Financial Statements for the year ended 31st March
2023.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.
FINANCIAL HIGHLIGHTS:
(Amount in Lakhs)
Particulars |
Standalone |
Consolidated* |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations (Net) |
20,821.08 |
20,105.68 |
25,147.19 |
21,243.68 |
Other Income |
725.79 |
97.86 |
93.68 |
31.48 |
Profit before Depreciation & Amortisation |
3,909.92 |
3,154.21 |
4,804.67 |
3,481.86 |
Expenses, Finance Cost and Tax |
|
|
|
|
Less: Depreciation & Amortisation Expenses |
588.23 |
581.36 |
994.10 |
688.61 |
Finance Cost |
274.57 |
141.56 |
291.93 |
148.56 |
Profit Before Tax |
3,047.12 |
2,431.29 |
3,518.64 |
2,644.69 |
Less: Tax Expenses |
682.85 |
642.87 |
1184.89 |
764.67 |
Profit Afier Tax |
2,364.27 |
1,788.42 |
2,333.75 |
1,880.02 |
Other Comprehensive Income |
18.22 |
(32.48) |
17.50 |
(35.27) |
Total Comprehensive income |
2,382.48 |
1,755.94 |
2,351.25 |
1,844.75 |
Balance of profit /loss for earlier years |
7,105.59 |
5,859.65 |
7,194.40 |
5,859.63 |
Less: Transferred to General Reserve |
- |
- |
- |
- |
Less: Dividend on Equity Shares (including |
(382.50) |
(510.00) |
(382.50) |
(510.00) |
Interim Dividend) |
|
|
|
|
Balance Carried Forward |
9,105.62 |
7,105.59 |
9,163.15 |
7,194.40 |
*During the year Lunar Enterprise Private Limited has become wholly owned subsidiary of
Menon Pistons Limited, hence previous year and current year figures are not comparable.
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
The company has achieved highest ever turnover during this financial year. This is
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.
The overall economy in the country started picking from during this year after Covid-19
pandemic and resultant lockdowns. Your company grabbed this opportunity and started
increasing turnover and profitability month after month, with the support of our customers
in India as well as in global market.
The company recorded remarkable growth in turnover and profitability during the year.
In spite of some adverse conditions after the Covid challenges and Russia Ukraine war. e
company is continuously monitoring the economic conditions and has outlined certain
measures to deal with the economic changes and to minimize the impact on its business.
TRANSFER TO RESERVES:
The Board of Directors of your company have decided not to transfer any amount to the
reserves for the year under review.
DIVIDEND:
The Board of Directors of your company after considering the company' performance and
financial position recommended a final dividend of Re. 1/- (Rupee one only) per equity
share of Re. 1/- each (i.e. 100%). e total outgo amounts to Rs.5,10,00,000/- (Rupees Five
Crore Ten Lakhs only).
CHANGE IN NATURE OF BUSINESS, IF ANY:
During the year there was no change in the nature of business of the company.
SHARE CAPITAL OF THE COMPANY:
The paid up equity share capital as on 31st March 2023 was Rs. 510 Lakhs. During the
year there was no public issue, rights issue, bonus issue or preferential issue etc. e
company has not issued shares with difierential 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 the following subsidiaries as on 31st March 2023:
1.Rapid Machining Technologies Private Limited
2.Lunar Enterprise Private Limited
During the period under review company has acquired 100% shares of Lunar Enterprise
Private Limited, which has become a Wholly Owned Subsidiary of the company. Pursuant to
the provisions of Section 129(3) of the Companies Act, 2013, a statement containing
salient features of the financial statements, highlights of performance of subsidiaries is
attached as Annexure-1 to the Directors' Report of the company in Form AOC-1.
The details regarding contribution of subsidiaries to the overall performance of the
company during the financial year have been included in Consolidated Financial Statements
of the company for the financial year 2022-23. During the year, no company ceased to be a
subsidiary. The company also does not have any holding company.
The company has formulated a policy for determining material subsidiary(ies) and such
policy has been disclosed on the Company's website and its weblink is
https://menonindia.in/wp-content/uploads/2023/02/
Policy-on-Determining-Material-Subsidiary.pdf
Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of
Loans/Advances made to, and investments made in the subsidiary company have been furnished
in the Notes forming part of the Accounts. The audited accounts of both the Wholly Owned
Subsidiary companies are placed on the company's website.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments afiecting 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.
CREDIT RATINGS:
The following table provides information of the credit rating of Menon Pistons Limited
from "CARE Ratings Ltd".
Facilities |
Amount (In Crs.) |
Rating |
Cash Credit facilities |
20.00 |
CARE BBB+ (Positive) |
Term Loan* |
13.48 |
CARE BBB+ (Positive) |
Bank Guarantee facilities |
01.00 |
CARE BBB+ (Positive) |
Packing Credit facilities |
01.00 |
CARE A2 |
* Entire Term Loan has been repaid during the year.
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.
e company has always strived to optimize energy consumption. Details of the same are
provided in Annexure-2.
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.menonindia.in. 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-3
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. e approval of the members was already taken by way of a
special resolution passed through postal ballot on 11th March 2022 and 18th March 2023 for
the further related party transactions which are at arm's length and ordinary course of
business 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 OR TRIBUNAL:
There are no significant material orders passed by the regulators / courts / tribunal
which would impact the going concern status of the company and its future operations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Appointment / Re-appointment
Mr. Shrikant Sambhoos, Independent Director completed his first term as an Independent
director on 10th March 2023. Considering his integrity & experience, and based on the
recommendation of Nomination and Remuneration Committee, the board has re-appointed him as
Independent Director for second term of three (3) years, which has been further approved
by the members of the Company by way of special resolution through postal ballot as on
18th March, 2023.
As per recommendation of Nomination and Remuneration Committee, the Board has
re-appointed Mr. Sachin Menon as a Chairman & Managing Director of the Company w.e.f.
01st February, 2023 for a period of three (3) years, which has been further approved by
the members of the Company by way of special resolution through postal ballot as on 18th
March, 2023.
Mr. R D Dixit who retires by rotation at ensuing Annual General Meeting and being
eligible ofiers himself for re-appointment.
b) Cessation
During the year no director is ceased from the ofice of the board of directors.
c) Committees of the Board:
The Board of Directors have constituted committees in order to efiectively cater its
duties towards diversified role under the Act and 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 a firm 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 28th
January 2023 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 as on 31st March 2023:
Mr. Sachin Menon |
Chairman & Managing Director |
Mr. S B P Kulkarni |
CFO & Associate Vice President |
*Mr. Pramod Suryavanshi |
Company Secretary & Compliance Oficer |
*w.e.f. 02.08.2022
NUMBER OF MEETINGS OF THE BOARD:
A calendar of meetings is prepared and circulated in advance to the Directors. During
the year Five (5) board meetings were convened and held the details of which are given in
the Corporate Governance Report. e intervening gap between the meetings was within the
period prescribed under the Act, Secretarial Standards issued by the ICSI 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 note 2 of the
financial statements)
MANAGEMENT DISCUSSION AND ANALYSIS REPORT 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. e 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.
ANNUAL RETURN:
The copy of annual return will be placed on website of the company i.e.
www.menonindia.in under Investor Relations tab once the same is filed with Registrar of
Companies. the Annual Return for the year 2021-22 has also been uploaded on the same link.
RISK MANAGEMENT:
Business risk evaluation and management is an ongoing process within the organization.
e 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 efiectively. The internal financial controls covered the policies and
procedures adopted by your company for ensuring orderly and eficient conduct of business
including adherence to your company's policies, safeguarding of the assets of your
company, prevention & 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 i.e. www.menonindia. in under Investor
Relations tab.
We afirm that during the financial year 2022-23, 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 2022-23 there
was no complaint received before the committee.
CODE OF CONDUCT COMPLIANCE:
A declaration signed by the Chairman & Managing Director afirming compliance with
the company's Code of Conduct by the Directors and Senior Management for the financial
year 2022-23 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 afiairs of the company at the end of the financial year 31st
March, 2023 and of the profit of the company for that period;
c) the directors have taken proper and suficient 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
efiectively; 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 efiectively.
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. e
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 members of the company at the 45th Annual General Meeting held on 9th August 2022,
approved the appointment of P G BHAGWAT LLP, Chartered Accountants, Pune, (FRN-101118W /
W100682), for a second term of 5 (five) years to hold ofice till the conclusion of 50th
Annual General Meeting of the Company. e Statutory Auditors have confirmed their
eligibility and submitted the certificate in writing that they are not disqualified to
hold the ofice of the Statutory Auditor.
As required under Regulation 33(1)(d) of the Listing Regulations, the Statutory
Auditors have also confirmed that they hold a valid certificate issued by Peer Review
Board of the Institute of Chartered Accountants of India.
The report given by P G BHAGWAT LLP, Chartered Accountants on the financial statements
of the company for the financial year 2022-23 is a part of the Annual Report. e notes on
financial statements referred to in the Auditors Report are self-explanatory and do not
call for any further comments. e Auditor's Report does not contain any qualification,
reservation, adverse remark or disclaimer.
During the year under review, the Statutory Auditors had not reported any matter 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 2022-23, 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. e 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 and accordingly
implementation has been carried out by the process owners.
c) SECRETARIAL AUDITORS:
M/s. DVD & Associates, Practicing Company Secretaries, Pune was appointed to
conduct the Secretarial Audit of the company for the financial year 2022-23, 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
2022-23 is appended which forms part of this Directors Report as Annexure-5.
The company has received the Annual Secretarial Compliance Report from M/s. DVD &
Associates, Practicing Company Secretaries, Pune as per the provisions of Regulation 24A
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 a delay by 5 days in half yearly disclosure
of Related Party Transactions with BSE Limited. Management informed that, this delay was
due to change in the timeline of due date. Earlier Disclosure need to be submitted within
30 days from the conclusion of board meeting in which result was approved, which is
changed to 15 days.
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 Audit Committee, appointed M/s. C S Adawadkar & Co., Cost
Accountants, Pune to audit the cost accounts of the company for the financial year 2023-24
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 AGM. e Cost Audit Report does not contain any qualification, reservation or
adverse remark.
SECRETARIAL STANDARDS :
The company has complied with the Secretarial Standards issued by e 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.menonindia.in. During the year 2022-23,
the company has contributed Rs. 28,20,459/- towards Corporate Social Responsibility by way
of contribution to eligible charitable institutions and company has spent for promotion of
education, sports health care, poverty uplifiment, social welfare, women empowerment and
promotion of ancient art and culture. 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, stafi and workers.
|
By order of the Board |
|
For Menon Pistons Limited |
|
Sachin Menon |
|
Chairman & Managing Director |
Place: Kolhapur |
DIN: 00134488 |
Date: 20.05.2023 |
|
|