MPL Annual Report 2020-2021

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Menon Pistons Ltd.

CIN - L34300MH1977PLC019823
th
44 Annual Report 2020-2021

Menon Pistons Ltd. main manufacturing facility at Kolhapur.

Contents
Board of Directors, Company Information, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Notice and Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 - 16

Board’s Report and its Annexures . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 17 - 41

Report on Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 - 57

Auditor's Certificate on Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

Management Discussion and Analysis Report . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 - 61

Certificate from Practicing Company Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 - 72

Financial Statements as at and for the year ended March 31, 2021 . . . . . . . . 73 - 128

44th Annual Report 1


The Board of Directors
Mr. Sachin Menon
Chairman & Managing Director

Mr. R. D. Dixit
Non – Executive & Non-Independent Director

Mr. Ajitkumar S. Belur


Independent Director

Mrs. Sadhana Zadbuke


Independent Women Director
(up to 31.10.2020)

Ms. Neha Marathe


Independent Woman Director
(w.e.f. 01.11.2020)

Mr. Subhash Kutte


Independent Director

Mr. Shrikant Sambhoos


Independent Director

KEY MANAGERIAL PERSONNEL:


Mr. S B P Kulkarni - Associate Vice President & CFO
Mr. Deepak Suryavanshi - Company Secretary & Compliance Officer (w.e.f. 29.10.2020)
Mr. Pramod Suryavanshi - Company Secretary & Compliance Officer (Upto 12.08.2020)
STATUTORY AUDITORS: SECRETARIAL AUDITORS:
P G BHAGWAT LLP M/s. DVD & Associates
Chartered Accountants, Pune Company Secretaries, Pune
FINANCIAL INSTITUTIONS & BANKERS:
IDBI Bank Ltd.
Kolhapur
Registered Office Registrar and Share Transfer Agent
Menon Pistons Limited Link Intime India Private Limited
182, Shiroli, Kolhapur - 416122 Block No.202, Akshay Complex
Phone: 91-230-2468041/42 Near Ganesh Temple, Off Dhole Patil Road
Website: www.menonpistons.com Pune - 411001, Phone - 91-20-26160084/26161629
Email: [email protected] Email: [email protected]

2 44th Annual Report


Menon Pistons Limited
Regd. Office: 182, Shiroli, Kolhapur – 416 122
CIN: L34300MH1977PLC019823, Email: [email protected], Tel. no - 0230 2468041/42
www.menonpistons.com
th
Notice of 44 Annual General Meeting
th
Notice is hereby given that the 44 Annual General Meeting of the members of Menon Pistons Limited will be
held on Thursday, 29 July, 2021 at 4.00 p.m. Indian Standard Time (“IST”), through Video Conferencing /
Other Audio Visual Means (“VC/OAVM”) Facility to transact the following businesses:

ORDINARY BUSINESS:

1) To receive, consider and adopt the Audited Standalone Financial Statements for the Financial Year ended
31 March, 2021 together with Reports of Directors' & Auditors' thereon.

2) To declare dividend on equity shares for the Financial Year ended 31st March, 2021.

3) To appoint a Director in place of Mr. Ramesh Dattatraya Dixit (DIN:00626827) who retires by rotation and
being eligible offers himself for re-appointment.

SPECIAL BUSINESS:

4) Approval of Remuneration payable to Cost Auditor:


To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of
the Companies Act, 2013 (“the Act”) and the Companies (Audit and Auditors) Rules, 2014 (including any
statutory modification(s) or re-enactment(s) thereof, for the time being in force), M/s. C S Adawadkar &
Co., Cost Accountants, Pune (FRN-100401), the Cost Auditors appointed by the Board of Directors to
verify, review cost records and to conduct cost audit of the Company for the financial year ending 31
March, 2022 be paid remuneration of Rs.1,50,000/- (Rupees One Lakh Fifty Thousand only) plus GST as
applicable and reimbursement of out of pocket expenses.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all
such acts, matters and things as may be necessary to give effect to the above resolution.”

5) Appointment of Ms. Neha Avinash Marathe as a Women Independent Director of the Company:
To consider and if thought fit, to pass the following resolution as a Ordinary Resolution:

“RESOLVED THAT Ms. Neha Avinash Marathe (DIN: 08926541), who was appointed as an Additional
Director (Non-Executive & Independent category) of the Company with effect from 1st November, 2020
pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (“the Act”) read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 and in accordance with the
provisions of Articles of Association of the Company and who holds office as such up to the date of this
ensuing Annual General Meeting of the Company and in respect of whom the Company has received a
notice in writing from a member as required under Section 160 of the Act signifying his intention to

44th Annual Report 3


propose the candidature of Ms. Neha Avinash Marathe (DIN: 08926541) for the office of Independent
Director of the Company, be and is hereby appointed as an Independent Director of the Company
pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Act
and the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV to
the Act (including any statutory modifications or re-enactments thereon for the time being in force) to
hold office for a period of 3 (three) years i.e. up to 31 October, 2023.”

6) To Approve Related Party Transaction Under Section 188 Of The Companies Act 2013
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (“the Act”) and
other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its
Powers) Rules, 2014, as amended till date, Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as recommended by the Audit Committee and as per the Company's
policy on related party transaction(s), approval of Shareholders be and is hereby accorded to the Board
of Directors of the Company to enter into contract(s)/arrangement(s)/transaction(s) with related party's
for following transactions, provided that the said contract(s)/arrangement(s)/transaction(s) so carried
out shall be at arm's length basis and in the ordinary course of business of the Company A contract to sale
pistons, piston pins and piston rings to Menon Exports a partnership firm for marketing and export of the
same in export markets, for five years on estimated consideration of Rs. 50 Cr. per annum.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all
such acts, matters and things as may be necessary to give effect to the above resolution.”

By Order of the Board


For Menon Pistons Limited

Sachin Menon
Place : Kolhapur Chairman & Managing Director
Date : 10.06.2021 DIN: 00134488

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Notes:

1. A statement under Section 102 of the Companies Act, representative to attend the AGM through VC/OAVM
2013 and as required under SEBI (Listing Obligations on its behalf and to vote through remote e-voting.
and Disclosure Requirements) Regulations, 2015 in The said Resolution/Authorization shall be sent to
respect of special businesses is annexed hereto. The the Scrutinizer by email through their registered
Board of Directors of the Company at its meeting held email address to [email protected] with copies
on 10 June, 2021 considered that the special marked to the Company at [email protected]
businesses, be transacted at the 44 Annual General and to its RTA at [email protected].
Meeting (“AGM”) of the Company.
5. Those Members whose email IDs are not registered
2. In view of the outbreak of COVID-19 pandemic, social can get their email ID registered as follows:
distancing norm to be followed and the continuing a. Members holding shares in the physical form - Kindly
restriction on movement of persons at several places log in to the website of our RTA, Link Intime India
in the country and pursuant to General Circular Private Ltd., www.linkintime.co.in under Investor
Nos.14/2020, 17/2020, 20/2020 and 02/2021 dated Services > Email/Bank detail Registration-fill in the
8 April 2020, 13 April 2020, 5 May 2020 and 13 details and upload the required documents and
January 2021 respectively, issued by the Ministry of submit.
Corporate Affairs (“MCA Circulars”), Circular No. b. Members holding shares in Demat form - May please
S E B I / H O / C F D / C M D 1 / C I R / P/ 2 0 2 0 / 7 9 a n d contact the Depository Participant (“DP”) and
SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 12 May register the email address and bank account details
2020 and 15 January 2021 respectively issued by in the Demat account as per the process followed and
the Securities and Exchange Board of India (“SEBI advised by the DP.
Circular”) and in compliance with the provisions of
the Act and the SEBI (Listing Obligations and 6. In compliance with the provisions of Section 108 of
Disclosure Requirements) Regulations, 2015 (“Listing the Companies Act, 2013 and Rule 20 & 21 of the
Regulations”), the AGM of the Company is being Companies (Management and Administration)
conducted through VC/OAVM facility, which does not Rules, 2014, Regulation 44 of SEBI (Listing
require physical presence of members at a common Obligations and Disclosure Requirements)
venue. The deemed venue for the AGM shall be the Regulations, 2015 and Secretarial Standard on
registered office of the Company. General Meetings (SS–2) issued by Institute of
Company Secretaries of India, the Company is
3. Pursuant to the provisions of the Act, a Member pleased to provide e-voting facility to its members to
entitled to attend and vote at the AGM is entitled to cast their right to vote electronically on the
appoint a proxy to attend and vote on his/her behalf resolutions mentioned in the notice of the 44 AGM.
and the proxy need not be a Member of the The Company has engaged services of Link Intime
Company. Since this AGM is being held pursuant to India Pvt. Ltd. to provide e-voting facility. Instructions
the MCA Circulars through VC/OAVM, physical and other information relating to e-voting are given
attendance of Members has been dispensed with. in this notice under Note No. 31
Accordingly, the facility for appointment of proxies by
the Members will not be available for the AGM and 7. The members can join the AGM in the VC/OAVM
hence the Proxy Form and Attendance Slip are not mode 15 minutes before and after the scheduled
annexed to this Notice. time of the commencement of the meeting by
following the procedure mentioned in the notice.
4. Institutional/Corporate Shareholders (i.e. other than Instructions and other information for members for
individuals/HUF, NRI, etc) are required to send a attending the AGM through VC/OAVM are given in
scanned copy (PDF/JPEG Format) of its Board this notice under Note No. 32
Resolution or governing body
Resolution/Authorisation etc., authorising its 8. The attendance of the members attending the AGM

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through VC/OAVM will be counted for the purpose of [email protected]
reckoning the quorum under Section 103 of the
Companies Act, 2013. 16.All correspondence relating to transfer and
transmission of shares, sub-division of shares, issue
9. As the AGM of the Company is holding through Video of duplicate share certificates, change of address,
Conferencing/OAVM, we therefore request the dematerialization of shares, payment of dividend etc.
members to submit questions in advance relating to will be attended to and processed at the office of the
the business specified in this notice of AGM on the RTA i.e. Link Intime India Private Limited, Block No.
emailI Ds: 202, Akshay Complex, Dhole Patil Road, Near Ganesh
[email protected]/[email protected]. Te m p l e , P u n e - 4 1 1 0 0 1 , P h o n e N o .- 0 2 0 -
26161629/26160084 [email protected]
10. Members desiring information on the financials and Contact Person -Mr. Umesh Sharma.
operations of the Company are requested to write to
the Company at least Seven (7) days before the date
of the AGM to enable the Company to furnish the 17. The requisite information about the Directors seeking
information. appointment/re-appointment is included in the
Report on Corporate Governance/Statement
11. The Register of Directors and Key Managerial annexed to notice as the case may be.
Personnel and their shareholding, maintained under
Section 170 of the Act and the Register of Contracts 18. Unclaimed dividends for the financial year 2013-14
or Arrangements in which the directors are can be claimed from the Company by completing the
interested, maintained under Section 189 of the Act, requisite formalities. To claim unpaid/unclaimed
will be available electronically for inspection by the dividend for the financial year 2013-14, the requisite
members during the AGM. All documents referred to formalities are required to be completed prior to 1
in the notice will also be available for electronic October, 2021. Thereafter the unclaimed dividend
inspection without any fee by the members from the for the said year is liable to be transferred to the
date of circulation of this notice up to the date of Investor Education and Protection Fund established
AGM, i.e. 29 July, 2021. by the Central Government as per Section 125 of the
Act. For details on unclaimed dividend(s), members
12. In case of joint holders attending the meeting, only are requested to write to Link Intime India Private
such joint holder who is higher in the order of names Limited, Pune at the above address. The shares on
will be entitled to vote. which the Dividend has remained unpaid/unclaimed
for a period of consecutive 7 (seven) years or more
13. As per the MCA General Circular 20/2020 dated 05 would be transferred to Investor Education and
May, 2020, the Annual Report will be sent through Protection Fund as per the provisions of the Act. The
electronic mode only to those members whose email Company has appointed Mr. SBP Kulkarni as a Nodal
ids are registered with the RTA of the company / officer for IEPF as well as authorized him for the
Depository participant. purpose of transferring the shares to IEPF. The details
of the unpaid/unclaimed dividend are available on
14. Members of the company holding shares either in the website of the Company
physical form or in Dematerialized form as on Benpos i.e. www.menonpistons.com
date i.e. 25 June 2021, will receive Annual Report
through electronic mode. 19. The Ministry of Corporate Affairs had notified the
Investor Education and Protection Fund (Accounting,
15. Any person who acquires shares of the Company and Audit, Transfer and Refund) Rules, 2016 effective
becomes a member of the Company after the from 7 September, 2016 as amended by Investor
dispatch of the notice and holding shares as on the Education and Protection Fund (Accounting, Audit,
cut-off date i.e. 22ⁿ July ,2021 may obtain the Login Transfer and Refund) Amendment Rules, 2017,
Id and password by sending a request at effective from 28 February, 2017. The said rules

6 44th Annual Report


provide for manner of transfer of shares in respect of their Share certificate(s) to enable the Company to
which dividend has remained unpaid or unclaimed consolidate their holdings into one folio for better
for seven consecutive years to DEMAT Account of the services.
IEPF Authority.
2 5 .T h e C o m p a n y e n c o u r a g e s m e m b e r s t o
In compliance with said rules, the Company has intimate/update their e-mail addresses to receive
transferred respective shares to IEPF authority for the Annual Report and other communication
the financial year 2012-13. electronically in support of the “Go Green” initiative
of the Ministry of Corporate Affairs. Members may
20. SEBI has mandated the submission of Permanent intimate/update their e-mail address by sending a
Account Number (PAN) by every participant in mail to [email protected]/umesh.sharma@
securities market. Members holding shares in Demat linkintime.co.in with their name and folio details.
form are therefore, requested to submit their PAN to Members holding shares in Demat may please
their Depository Participants with whom they are update their e-mails with the respective depository
maintaining their Demat accounts. Members holding participant. The Company will send all
shares in physical form can submit their PAN to the communication including the Annual Report via e-
RTA of the Company. mail to the members who have provided their e-mail
addresses to the Company/Depositories. A copy of
21. Pursuant to Section 72 of the Act, Members holding the Annual Report will be available on the Company's
shares in physical form may file nomination in the website www.menonpistons.com and website of the
prescribed Form SH-13 with the Company's Registrar stock exchange i.e.www.bseindia.com.
and Transfer Agent. In respect of shares held in
Demat form, the nomination form may be filed with 26. Members who still hold share certificates in physical
the respective Depository Participant. form are advised to Dematerialise their shareholding
to avail the benefits of Dematerialisation, which
22. Members holding shares in physical form are include easy liquidity, trading is permitted in
requested to notify immediately any change in their Dematerialised form only, electronic transfer, savings
address/details of their bank account to the in stamp duty and elimination of any possibility of
Company/Registrar and Share Transfer Agent (RTA) loss of documents and bad deliveries.
quoting their Folio No. along with self-attested
documentary proofs. Members holding shares in 27. Members present in the AGM through VC and who
dematerialized form may update such details with have not cast their vote on the resolutions through
their respective Depository Participant(s). remote e-voting and are otherwise not barred from
doing so, shall be eligible to vote through the e-voting
23. SEBI has made it mandatory to use National Electronic system during the AGM.
Clearing Service (NECS) facility to deposit the
dividend into member's bank account wherever 28. The Board of Directors has appointed Mr. Devendra
NECS and bank details are available with the Deshpande, Company Secretary, Pune, as the
depositories and/or Company. Members who wish to Scrutinizer to scrutinize the e-voting during the AGM
avail this facility in future are requested to update and remote e-voting process in a fair and transparent
their bank account details by submitting the NECS manner.
Mandate Form which is available on the website of
the Company 29. The Scrutinizer shall within a period of not exceeding
i.e.https://www.menonpistons.com/s/NECSMandat 48 hours from the conclusion of e-voting period
eForm.pdf unblock the votes in the presence of at least Two (2)
witnesses not in employment of the Company and
24. Members holding shares in identical order of names make a Scrutinizer's Report of the votes cast in favour
in more than one folio are requested to write to the or against, if any, forthwith to the Chairman of the
Company's RTA - Link Intime India Pvt. Ltd. enclosing Company. The Chairman or any other person

44th Annual Report 7


authorized by the Chairman shall declare the result of the voting. The results declared along with the Consolidated
Scrutinizer's Report shall be placed on the website of the Company i.e.www.menonpistons.com and on the website
of Link Intime India Private Limited (LIIPL) https://instavote.linkintime.co.in. The Results shall also be immediately
forwarded to the BSE Limited where the shares of the Company are listed.

30. Since the AGM will be held through VC/OAVM Facility, the route map is not annexed in this notice
31. The instructions for members voting electronically are as under:
Pursuant to SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode can vote through their demat account maintained with
Depositories and Depository Participants only post 9 June, 2021.

Shareholders are advised to update their mobile number and email Id in their demat accounts to access
e-Voting facility.

Login method for Individual shareholders holding securities in demat mode/ physical mode is given below:

Type of Ÿ If you are already registered for NSDL IDeAS facility, please visit the e-Services website
shareholders of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com
Individual either on a Personal Computer or on a mobile. Once the home page of e-Services is
Shareholders launched, click on the “Beneficial Owner” icon under “Login” which is available under
holding 'IDeAS' section. A new screen will open. You will have to enter your User ID and
securities in Password.
demat
mode with
Ÿ After successful authentication, you will be able to see e-Voting services. Click on
NSDL “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page.
Click on company name or e-Voting service provider name and you will be re-directed
to e-Voting service provider website for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
Ÿ If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Ÿ Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once
the home page of e-Voting system is launched, click on the icon “Login” which is
available under 'Shareholder/ Member' section. A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site wherein you can see e-
Voting page. Click on company name or e-Voting service provider name and you will be
redirected toe-Voting service provider website for casting your vote during the remote
e-Votingperiod or joining virtual meeting & voting during the meeting.

Individual Ÿ Existing user of who have opted for Easi / Easiest, they can login through their user id
Shareholders and password. Option will be made available to reach e-Voting page without any further
holding s authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/
ecurities in myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
demat mode Ÿ After successful login of Easi / Easiest the user will be also able to see the E Voting Menu.
with CDSL The Menu will have links of e-Voting service provider i.e. NSDL, KARVY, LINK NTIME, CDSL.
Click on e-Voting service provider name to cast your vote.

8 44th Annual Report


Ÿ Alternatively, the user can directly access e-Voting page by providing demat Account
Number and PAN No. from a link in www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in the
demat Account. After successful authentication, user will be provided links for the
respective ESP where the E Voting is in progress.

Individual Ÿ You can also login using the login credentials of your demat account through your
Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility.
(holding Once login, you will be able to see e-Voting option. Once you click on e-Voting
securities in option, you will be redirected to NSDL/CDSL Depository site after successful
demat mode) authentication, wherein you can see e-Voting feature. Click on company name
& login through or e-Voting service provider name and you will be redirected to e-Voting service
their depository provider website for casting your vote during the remote e-Voting period or joining
participants virtual meeting & voting during the meeting.

Individual 1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in
Shareholders ▶ Click on “Sign Up” under 'SHARE HOLDER' tab and register with your
holding following details:
securities in A. User ID: Shareholders/ members holding shares in physical form shall provide Event No
Physical mode & + Folio Number registered with the Company.
evoting service
Provider is B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not
LINKINTIME. updated their PAN with the Depository Participant (DP)/ Company shall use the sequence
number provided to you, if applicable.

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded
with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded
with your DP/Company.
Ÿ Shareholders/ members holding shares in physical form but have not recorded 'C' and
'D', shall provide their Folio number in 'D' above

▶ Set the password of your choice (The password should contain minimum 8 characters,
at least one special Character (@!#$&*), at least one numeral, at least one alphabet and
at least one capital letter).
▶ Click “confirm” (Your password is now generated).
2. Click on 'Login' under 'SHARE HOLDER' tab.
3.Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on
'Submit'.
4. After successful login, you will be able to see the notification for e-voting. Select
'View' icon.
5.E-voting page will appear.
6. Refer the Resolution description and cast your vote by selecting your desired option '
Favour / Against' (If you wish to view the entire Resolution details, click on the 'View
Resolution' file link).
7. After selecting the desired option i.e. Favour / Against, click on 'Submit'. A confirmation
box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your
vote, click on 'No' and accordingly modify your vote.

44th Annual Report 9


Institutional shareholders:
Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting
system of LIIPL at https://instavote.linkintime.co.in and register themselves as 'Custodian / Mutual Fund / Corporate
Body'. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power
of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in
the 'Custodian / Mutual Fund / Corporate Body' login for the Scrutinizer to verify the same.

Individual Shareholders holding securities in Physical mode & evoting service Provider is LINKINTIME, have
forgotten the password:
o Click on 'Login' under 'SHARE HOLDER' tab and further Click 'forgot password?'
o Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on 'Submit'.

* In case shareholders/ members is having valid email address, Password will be sent to his / her registered e-mail
address.
* Shareholders/ members can set the password of his/her choice by providing the information about the particulars of
the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.
* The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at
least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL have forgotten the password:
Shareholders/ members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned depository/ depository participants website.
Ø It is strongly recommended not to share your password with any other person and take utmost care to keep your
password confidential.
Ø For shareholders/ members holding shares in physical form, the details can be used only for voting on the
resolutions contained in this Notice.
Ø During the voting period, shareholders/ members can login any number of time till they have voted on the
resolution(s) for a particular “Event”

Helpdesk for Individual Shareholders holding securities in demat mode:


In case shareholders/ members holding securities in demat mode haveany technical issues related to login through
Depository i.e. NSDL/ CDSL, they may contact the respective helpdesk given below:

Login type Helpdesk details


Individual Shareholders Members facing any technical issue in login can contact NSDL helpdesk by sending a
holding securities in request at [email protected] call at toll free no.: 1800 1020 990 and 1800 22 44 30
demat mode with NSDL
Individual Shareholders Members facing any technical issue in login can contact CDSL helpdesk by sending a
holding securities in request at [email protected] or contact at 022-23058738 or
demat mode with CDSL 22-23058542-43.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders& evoting service
Provider is LINKINTIME.

In case shareholders/ members holding securities in physical mode/ Institutional shareholders have any queries regarding e-
voting, they may refer the Frequently Asked Questions ('FAQs') and InstaVote e-Voting manual available at
https://instavote. linkintime.co.in, under Help section or send an email to [email protected] contact on: - Tel: 022
–4918 6000.

10 44th Annual Report


Other Instructions:

a. The e-voting period begins on 26 July 2021 (9:00 am) and ends on 28 July 2021 (5:00 pm). During this period,
members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e.
22ⁿ July 2021 may cast their votes electronically. The e-voting module shall be disabled by Link Intime India Pvt. Ltd.
for voting after 5.00 pm on 28 July 2021

b. The voting rights of members shall be in proportion to their shares held in the paid up equity share capital of the
Company as on the cut-off date i.e. 22ⁿ July 2021. A person whose name is recorded in the Register of Members or in
the Register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the
facility of e-voting as well as voting during the meeting.

32.Instructions for Shareholders/Members to Attend the Annual General Meeting through InstaMeet (VC/OAVM)
are as under::

Process and manner for attending the Annual General Meeting through InstaMeet:
1. Open the internet browser and launch the URL: https://instameet.linkintime.co.in

Ø Select the “Company” and 'Event Date' and register with your following details: -

A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No.

Ÿ Shareholders/ members holding shares in CDSL Demat account shall provide 16 Digit Beneficiary ID
Ÿ Shareholders/ members holding shares in NSDL Demat account shall provide 8 Character DP ID followed by 8
Digit Client ID
Ÿ Shareholders/ members holding shares in Physical form shall provide Folio Number registered with the Company

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the
Depository Participant (DP) / Company shall use the sequence number provided to you, if applicable.

C. Mobile No.: Enter your mobile number.

D. Email ID: Enter your email id, as recorded with your DP/Company.

Ø Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).

Please refer the instructions (annexure) for the software requirements and kindly ensure to install the same on the
device which would be used to attend the meeting. Please read the instructions carefully and participate in the
meeting. You may also call upon the InstaMeet Support Desk for any support on the dedicated number provided to you
in the instruction/ InstaMEET website.

Instructions for Shareholders/ Members to Speak during the Annual General Meeting through InstaMeet:
1. Shareholders who would like to speak during the meeting must register their request 3 days in advance with the
company on the [email protected]
2. Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.
3. Shareholders will receive “speaking serial number” once they mark attendance for the meeting.
4. Other shareholder may ask questions to the panellist, via active chat-board during the meeting.

44th Annual Report 11


5. Please remember speaking serial number and start your conversation with panellist by switching on video
mode and audio of your device.

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name
and serial number for speaking.

Instructions for Shareholders/ Members to Vote during the Annual General Meeting through InstaMeet:
Once the electronic voting is activated by the scrutinizer/ moderator during the meeting, shareholders/ members who
have not exercised their vote through the remote e-voting can cast the vote as under:

1. On the Shareholders VC page, click on the link for e-Voting “Cast your vote”
2. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered
email Id) received during registration for InstaMEET and click on 'Submit'.
3. After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for
voting.
4. Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which
represents no. of votes) as on the cut-off date under 'Favour/Against'.
5. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A
confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click
on “Back” and accordingly modify your vote.
6. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note: Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility
and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from
doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who
have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/ participate
in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the
meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through
broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream)
to avoid any disturbance during the meeting.

Please note that Shareholders/Members connecting from Mobile Devices or Tablets or through Laptops
connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is
therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to
[email protected] or contact on: - Tel: 022-49186175.

Annexure

Guidelines to attend the AGM proceedings of Link Intime India Pvt. Ltd.: InstaMEET
For a smooth experience of viewing the AGM proceedings of Link Intime India Pvt. Ltd. InstaMEET, shareholders/
members who are registered as speakers for the event are requested to download and install the Webex application in
advance by following the instructions as under:
a) Please download and install the Webex application by clicking on the link https://www.webex.com /
downloads.html/

12 44th Annual Report


or
b) if you do not want to download and install the Webex application, you may join the meeting by following the
process mentioned as under:

Step 1 Enter your First Name, Last Name and Email ID and click on Join Now.

1 (A) If you have already installed the Webex application on your device, join the meeting by
clicking on Join Now

1 (B) If Webex application is not installed, a new page will appear giving you an option to
either Add Webex to chrome or Run a temporary application.
Click on Run a temporary application, an exe file will be downloaded. Click on this exe file to
run the application and join the meeting by clicking on Join Now

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:


The following explanatory statement sets out all material facts relating to the Special Businesses mentioned in the
accompanying notice:

ITEM NO. 4 - Approval of remuneration to cost auditors for conducting cost audit for financial year 2020-21:

The Board, after considering the recommendation of the Audit Committee, has approved the appointment and
remuneration to M/s. C S Adawadkar & Co., Cost Accountants, Pune to conduct verification and review of the cost
records of the Company for the financial year ending 31st March, 2022 on a remuneration of Rs.1,50,000/- (Rupees One
Lakh Fifty Thousand only) plus GST and out of pocket expenses, if any.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a) (ii) of The Companies (Audit
and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is to be fixed by the members of the Company.

Considering the applicable provisions of the Act and Rules made there under, approval of the members of the Company
is being sought by this ordinary resolution as a matter of caution. Appointment of the Cost Auditor was made by the
Board, as stated on the basis of recommendations of the Audit Committee.

None of the Directors/Key Managerial Personnel of the Company or their relatives is concerned or interested
in the said resolution.

The Board recommends the Ordinary Resolution as set out at Item No. 4 of the notice for approval of the
members.

ITEM NO. 5 - Appointment of Ms. Neha Marathe as an Independent Woman Director of the Company:

Ms. Neha Marathe (DIN: 08926541) who has been appointed as an Additional Director (Non-Executive &
Independent women category) of the Company for a term of three year with effect from 1 November, 2020,
subject to approval of members at the ensuing AGM by way of a Special Resolution. She has done her
Graduation Degree In Foreign Trade (BFT) and also completed her Post Graduate Diploma In Foreign Trade
from Pune University. She is having experience in the fields of Corporate Laws, Foreign Exchange Laws, Audit
Under Company Law and allied laws, Secretarial Audits of listed and unlisted companies under Companies Act
2013.
She has also experience in corporate restructuring. She has registered herself as an Independent Director on
the portal of the Indian Institute Of Corporate Affairs

44th Annual Report 13


Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. Neha Marathe holds office as such
upto the date of this AGM. In accordance with the provisions of Section 149 read with Schedule IV to the
Companies Act, 2013, an Independent Director can be appointed for a term of 5 (Five) consecutive years and
shall not be liable to retire by rotation.

Ms. Neha Marathe has given the requisite declaration pursuant to Section 149(7) of the Act, to the effect that
she meets the criteria of independence as provided in Section 149(6) of the Act. The Company has also
received notice from a member as per the provisions of Section 160 of the Act, proposing her candidature for
the office of Independent Director. Further she is not disqualified from being appointed as director in terms of
Section 164 of the Act and has given her consent to act as such.

In the opinion of the Board, Ms. Neha Marathe fulfills the conditions specified in the Act, the rules made there
under and Listing Regulations for appointment as an Independent Director and she is Independent of the
management. The Nomination and Remuneration Committee has also recommended her appointment as
Independent Director for a term of 3 (three) years.

Brief resume of Ms. Neha Marathe as stipulated under Regulation 36(3) of Listing Regulations and SS-2 issued
by the ICSI forms part of the notice.

The Board considers that her association would be of immense benefit to the Company and it is desirable to
avail the expertise of Ms. Neha Marathe as an Independent Director.

The Board recommends the Ordinary Resolution as set out at Item No. 5 of the notice for approval of the
members.

Except Ms. Neha Marathe, being an appointee, none of the other Directors and Key Managerial Personnel of
the Company or their relatives is/are concerned or interested in the said resolution.

ITEM NO. 6 - To Approve Related Party Transaction Under Section 188 Of The Companies Act 2013

Pursuant to Section 177 of the Companies Act, 2013 (“the Act”) every related party transactions required to
be approved by the Audit Committee. Provided that the Audit Committee may make omnibus approval for
related party transactions proposed to be entered into by the company subject to such conditions as may be
prescribed. Further pursuant to Section 188 of the Companies Act, 2013 (“the Act”), read with Rule 15 of the
Companies (Meetings of Board and its Powers) Rules, 2014, the Company is required to obtain consent of the
Board and prior approval of the members by resolution in case certain Related Party Transactions exceed such
sum as is specified in the rules. The aforesaid provisions are not applicable in respect transactions entered
into by the Company in the ordinary course of business on an arm's length basis.

However, pursuant to Regulation 23 (4) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, approval of the members through ordinary resolution is required for all 'Material' related
party transactions (RPT) even if they are entered into in the ordinary course of business on an arm's length
basis. For this purpose, a RPT will be considered 'Material' if the transaction/transactions to be entered into
individually or taken together with previous transactions during a financial year exceed 10% of the annual
consolidated turnover of the Company as per the last audited financial statements of the Company. The
transactions to be entered into by the Company, together with transactions already entered into by the
Company with Related parties, during the current financial year, even though are in the ordinary course of
business and on an arm's length basis, are estimated to exceed 10% of the annual turnover of the Company as

14 44th Annual Report


per the audited financial statements of the Company of the year ended 31 March, 2021. The Company
has approved the limit of Rs. 40 Cr at the Annual General Meeting held on Saturday, 27 July, 2019. The
same is proposed to be increased to Rs. 50 Crs.

Name of Director /
S r. No. Name of Related Party Nature of Relationship
KMP who is related
1 Menon Export Mr. Sachin Menon Mr. Sachin Menon is
a Partner

The above transactions are approved by the Audit Committee as well as Board of Directors by way of an
approval as per the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

In view of the above, it is proposed to seek approval of the members of the company through an
ordinary resolution for the above transactions and the related parties are abstained from voting on the
resolution as set out at Item No.6.

The Board recommends the Ordinary Resolution as set out at Item No. 6 of the notice for approval of the
members.

Except Mr. Sachin Menon, none of the other Directors and Key Managerial Personnel of the Company or
their relatives is/are concerned or interested in the said resolution.

By order of the Board


For Menon Pistons Limited

Sachin Menon
Place : Kolhapur Chairman & Managing Director
Date : 10.06.2021 DIN: 00134488

44th Annual Report 15


Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Secretarial Standard–2 (SS-2) issued by the ICSI, details of Directors seeking appointment/re-appointment at
the ensuing AGM are as follows:

Name of Director Ms. Neha Avinash Marathe


DIN 08926541
Date of Birth 28/10/1988
Age 32 years
Nationality Indian
Date of Appointment 01/11/2020

Qualification Post Graduate Diploma In Foreign Trade, Associate Company Secretary (ICSI).

Experience / She is having experience in the fields of Corporate Laws, Foreign Exchange
Expertise Laws, Audit Under Company Law and allied laws, Secretarial Audits of
listed and unlisted companies under Companies Act 2013.
She has also experience in corporate restructuring. She has registered
herself as an Independent Director on the portal of the Indian Institute Of
Corporate Affairs.
No. of Shares held
in the Company Nil

List of Directorship
held in other listed Nil
companies

List of Chairmanship Chairmanship:


and Membership of Menon Pistons Ltd
Various committees Nil
in listed companies
Membership:
Menon Pistons Ltd
- Nomination & Remuneration
Committee

Relationship with
existing Directors Not related
of the Company

16 44th Annual Report


DIRECTORS' REPORT
To,
The Members of Menon Pistons Limited
The Directors' take pleasure in presenting the 44 Annual Report together with the audited financial
statements for the year ended 31 March 2021. 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: ( Rs. in Lakhs )


Current Year Previous Year
Particulars
2020-2021 2019-2020
Revenue from Operations (Net) 13710.94 11775.06
Other Income 58.62 42.92
Profit before Depreciation & Amortisation Expenses, Finance 1752.23 1115.88
Cost and Tax
Less: Depreciation & Amortisation Expenses 526.80 533.15
Finance Cost 20.25 26.16
Profit Before Tax 1205.18 556.57
Less: Tax Expenses 311.62 117.99
Profit After Tax 893.56 438.58
Other Comprehensive Income (23.57) (12.92)
Total Comprehensive income 869.99 425.66
Balance of profit /loss for earlier years 4989.66 5304.57
Less: Transferred to General Reserve - -
Less: Dividend on Equity Shares (including Interim Dividend) - (612.00)
Less: Dividend Distribution Tax (including Interim Dividend) - (125.80)
Less: Net Impact on account of adoption of Ind AS-116 (Net of Tax) - (2.77)
Balance Carried Forward 5859.65 4989.66
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
While overall economic condition remains sluggish during the first quarter of the year due to outburst of
Covid19 pandemic and lockdown during the entire month of April 2020, affecting the first quarter
performance.

The overall economy in the country started picking up from July 2020 onwards. 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 steady growth despite our results are only for 11 months due to outburst of Covid19
and frequent lockdowns in the country. In spite of all these pressing adverse conditions the company has
achieved a turnover of Rs.137 Crores as against Rs.118 Crores during the corresponding period of last year.
Profitability has also increased from Rs.5.56 crores to Rs.12.05 crores during the current year.

44th Annual Report 17


The future impact of COVID -19 on the operations and financials of the Company depends on future
developments that are uncertain and un-predictable. The company is continuously monitoring the economic
conditions and has outlined certain measures to combat the pandemic situation and to minimize the impact
on its business.
TRANSFER TO RESERVES:
The Board of Director of your Company has 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/- (Rupees One only) per equity share of Re. 1/- each (i.e. 100 %). The
total outgo amounts to Rs.5,10,00,000/- (Rupees Five Crore Ten Lacs 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 2021 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.
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 15 CARE BBB+ (Stable)

Packing Credit facilities - Fund Based 01 CARE A2

Bank Guarantee facilities - Non Fund Based 01 CARE BBB+ (Stable)

18 44th Annual Report


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
nd
Arms Length and Ordinary Course of business at the 42 AGM 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

l Mrs. Sadhana Zadbuke completed her term as an Independent director on 31 October 2020 and Ms.
Neha Marathe, was appointed as an Independent Director w.e.f. 01 November, 2020. Considering
subject to approval of members of the Company in the 44 Annual General Meeting.
l Further Mr. Ramesh D. Dixit who retires by rotation at ensuing Annual General Meeting and being
eligible offers himself for re-appointment.

b) Cessation
During the year one director is ceased from the office of the board of directors. Mrs. Sadhana Zadbuke,
an Independent Director completed her tenure on 31 October, 2020.

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 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.

44th Annual Report 19


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 22ⁿ January 2021 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 31 March 2021:

Mr. Sachin Menon Chairman & Managing Director


Mr. S B P Kulkarni CFO & Associate Vice President
Mr. Deepak 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 Five (5) 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 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 notes 2 and 8 of the 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.

WEBLINK FOR ANNUAL RETURN:


The copy of annual return will be placed on the website of the company i.e. www.menonpistons.com under
Investor Relations segment once the same is filed with Registrar of Companies. The Annual Return for the

20 44th Annual Report


year 2019-20 has also been uploaded on the same link.

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:
https://www.menonpistons.com/s/Vigil-mechanism-Whistle-blower-policy-MPL.DOCX.

We affirm that during the financial year 2020-21, 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 2020-21 there was no complaint received before the committee.

CODE OF CONDUCT COMPLIANCE:


A declaration signed by the Chairman & Managing Director affirming compliance with the Company's Code of
Conduct by the Directors and Senior Management for the financial year 2020-21 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

44th Annual Report 21


judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
st
state of affairs of the company at the end of the financial year 31 March, 2020 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) t h e d i r e c t o rs h a v e p r e p a r e d t h e a n n u a l a c c o u n t s o n a g o i n g c o n c e r n b a s i s ;
e) the directors have laid down internal financial controls to be followed by the company and that such
i n te r n a l f i n a n c i a l c o n t ro l s a re a d e q u a te a n d w e re o p e ra t i n g e f fe c t i v e l y ; a n d
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-3 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 LLP, Chartered Accountants, Pune, (FRN-101118W /
W100682) were appointed for the period of 5 consecutive years at the 40th AGM 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, 2021.

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 2020-21, 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 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

22 44th Annual Report


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 2020-21, 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 2020-21 is appended which forms part of this Directors Report
Annexure-4.

The Company has received the Annual Secretarial Compliance Report from M/s. DVD & Associates,
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 -5.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial
Auditors in their report.

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 2021-22 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. 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 2020-21, the
Company has contributed Rs. 21,68,311/- towards Corporate Social Responsibility by way of contribution to
eligible charitable institutions and Company has spent for promotion of education, health care, poverty
upliftment, social welfare, women empowerment. The details as per the provisions of Rule 8 of the
Companies (Corporate Social Responsibility) Rules, 2014 are annexed herewith as Annexure - 6.

44th Annual Report 23


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

Sachin Menon
Place : Kolhapur Chairman & Managing Director
Date : 10.06.2021 DIN: 00134488

24 44th Annual Report


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 :
During the year your Company had implemented
(i) The steps taken or impact on various steps to control the power cost in foundry,
conservation of energy which is a major, contributor for power cost. We have
(ii) The steps taken by the company for changed the layout of machines and holding furnace
utilizing alternate sources of energy to achieve better productivity and reduce power cost.

(iii) The capital investment on energy The Company has decided to install solar system in
conservation equipments; roof top of the plant buildings in order to reduce the
energy cost. In this direction, the company has already
installed 883 KVA solar system and there is power
savings of Rs. 7 lakhs per month. During the next year
also, the capacity of Solar system will increase to 200-
300 KVA which will reduce power cost of Rs. 12 to 13
lakhs per month.
B Technology absorption :
(i) The efforts made towards technology Updation of technology and R & D is a Continuous
absorption and R & D. process, the Company has successfully absorbed the
technology for the manufacture of piston assembly.
(ii)The benefits derived like product The Company has been able to successfully develop
improvement, cost reduction, product new products by virtue of technology absorption,
development or import substitution. adaptation and innovation.
C u sto m e r ' s s at i sfa c t i o n a n d n e w b u s i n e s s
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 & It is continuous process to develop new products as
Development per requirements of customers.
C Foreign Exchange Earnings & Outgo:
i(i) The foreign exchange earned in terms
Rs.NIL
of actual inflows during the year:
(ii) The foreign exchange outflow in terms
Rs. 3686917.14
of actual outflow during the year:

44th Annual Report 25


By Order of the Board
For Menon Pistons Limited

Sachin Menon
Place : Kolhapur Chairman & Managing Director
Date : 10.06.2021 DIN: 00134488

26 44th Annual Report


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 To purchase piston rings from
Mr. Sachin Menon and MPR and to sale raw material
Mr. R.D. Dixit are directors. to them for manufacturing of
piston rings.
2. Menon Engineering Services A partnership firm in which To receive services from MES
Mr. Sachin Menon is a partner. relating to machining, polishing
and finishing required in the
manufacture of Pistons.
3.. Menon Exports A partnership firm in which Sale of pistons, piston pins and
Mr. Sachin Menon is partner. piston rings to Menon Exports.
4. Mr. Sachin Menon Promoter & Managing Immovable property has given
Director of the Company. on rent to the Company.
5. Mrs. Gayatri Menon Spouse of Mr. Sachin Menon, Immovable property has given
Managing Director and on rent to the Company.
Promoter of the Company.
6. Ms. Sharanya Menon Daughter of Mr. Sachin Salary at arms length for
Menon, Managing Director the financial year 2020-21
and Promoter of the Company
7. Miss. Devika Menon Daughter of Mr. Sachin Salary at arms length for the
Menon, Managing Director financial year 2020-21.
and Promoter of the Company

(c) Duration of the contracts/arrangements/transactions: For five years till 31.03.2024. The transaction
with Menon Exports has been proposed to be increased at this Annual General Meeting.

(d) Salient terms of the contracts/arrangements/transactions including the value, if any terms of the

44th Annual Report 27


contract conform to the prevailing market l Direct access to quality enhancement of
rates and all the care has been taken to ensure input process: Control on the production
reasonability of prices as compared to the and quality system of the contractee
prevailing rates in the market better quality parties, thereby ensure better quality
products and timely supplies. inputs for the company.

(e) J u s t i f i c a t i o n fo r e n t e r i n g i n t o s u c h ii) Advantages by dealing with Menon Exports:


contracts/arrangements/transactions.
The firm is looking after the export activities.
It is ensured that the contract with the They are having good network of offices and
Contracting party is advantageous to the agents overseas. They are very conversant
Company and its stakeholders. The Company with overseas market. This type of relationship
intends to ensure following aspects by dealing is beneficial to the company and its
with contracting parties: shareholders.

I) Advantages by dealing with Menon Piston (f) Date(s) of approval by the Board of Directors:
Rings Private Limited & Menon Engineering All the quarterly meetings held during the
Services are: financial year 2020-21

l Cost reduction: Greater control on the (g) Amount paid as advances, if any: Disclosed in
inputs processing by the contractee party Note 38c to the Standalone Financial
thereby ensuring cost reduction. Statement.
l In-time delivery: To ensure timely supplies
of materials thereby ensure smooth 3. The details of all related party transactions as
production flow. per Indian Accounting Standards have been
l Flexibility: To ensure flexibility in disclosed in Note 38 to the Standalone
production system, thereby maximizing the Financial Statement.
sales.
l Locational Advantages: To ensure that the
supplies are located close to the works
thereby ensuring faster delivery.
By Order of the Board
For Menon Pistons Limited

Sachin Menon
Place : Kolhapur Chairman & Managing Director
Date : 10.06.2021 DIN: 00134488

28 44th Annual Report


ANNEXURE - 3
PURSUANT TO THE PROVISIONS OF SECTION 197 (12) OF THE COMPANIES ACT,
2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
Median Remuneration of the employees of the company for the financial year is Rs. 2,84,516/-
The ratio of the remuneration of each director to the median remuneration of the employees of
I) st
the company for the financial year ending 31 March, 2021:
Sr. Ratio of remuneration to the median
Name of the Director
No remuneration of the employees
1 Mr. Sachin Menon 28.96
2 Mr. R. D. Dixit 0.06
3 Mr. Ajitkumar Belur 0.06
4 Mr. Subhash Kutte 0.06
5 Mrs. Sadhana Zadbuke 0.04
6 Mr. Shrikant Sambhoos 0.06
7 Ms Neha Marathe 0.02

II) The percentage increase in remuneration of each Director, CFO, CS or Manager if any for the
financial year ending 31 March, 2021:
Sr. No Name of the Director, CFO, CS or Manager % Increase over last Financial Year
1 Mr. Sachin Menon -3.76
2 Mr. R. D. Dixit 240.00
3 Mr. Ajitkumar Belur 240.00
4 Mr. Subhash Kutte 240.00
5 Mrs. Sadhana Zadbuke 140.00
6 Ms Neha Marathe -
7 Mr. Shrikant Sambhoos -
8 Mr. S.B.P. Kulkarni - CFO -5.34
9 Mr. Pramod Suryavanshi - CS (upto 12.08.2020) 0.00
10 Mr. Deepak Suryavanshi – CS 0.00

III) The percentage increase/decrease in the median remuneration of employees in the financial year
ending 31st March, 2021: -7.30 %
IV) The Number of permanent employees on the rolls of the Company: 368
V) The average percentage increase in the salaries of employees excluding Key Managerial Personnel
was -8.17 % over the previous year. The average increase in the salaries of Key Managerial Personnel
was NIL. The increase in KMP remuneration was based on the recommendations of the Nomination &
Remuneration Committee to revise the remuneration as per Industry Benchmark.
VI) There are no employees getting remuneration higher than that of the MD.
VII) It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key
Managerial Personnel and other employees

44th Annual Report 29


Name of the top ten employees in terms of remuneration drawn & the particulars required u/s 197(12) read with
VIII)
rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Sr. Name Designation Remu Nature of Qualification Date of Age Last The % Whether
No neration employment, & Commen- (in employment of equity any such
(Gross employee
whether Experience cement years) held shares is a
Amt.) (Rs. contractual in years of before held relative
in Lakhs) of any
or otherwise employment joining the bythe
director or
Company employee manager
of the
Company
and if so
name of
such
director
or
manager
Chairman &
1. Sachin Menon Managing 79.06 Permanent BE / 36 01-08-1984 57 - 20.98 -
Director
CFO &
2. S B P Kulkarni Associate 24.68 Permanent B.Com / 53 01-09-2004 74 0.0107 -
Birla Group
Vice
President
Amit Arun -
3. AVP 31.01 Permanent BE / 24 23-07-1996 46 0.0007 -
Deshpande
MENON
SHARANYA ENGINEER BE/5 Sachin
4. 9.22 Permanent 01-11-2015 26 - -
SACHIN Menon

HARDIA
B. Com / -
5. SHAILENDRA AGM 11.61 Permanent 07-04-2008 50
HIRALAL 28 - -
B.Com/23 City Wave
6. Vinay Gupta AGM 11.29 Permanent 01-04-1998 43
link - -
AMIE/26 Jai Hind
7. PATIL SHRIKANT Manager 8.16 Permanent 10-04-1994 58
ANANT Eng. - -

SARNAIK AKHIL Sr. Asst In Touch


8. Manager 7.36 Permanent B.Com/15 01-10-2016 45
SURESH Systems PL - -
KUMBHOJE Auto Part
BE/12
9. GOPICHAND Dy. Manager 7.42 Permanent 01-04-2011 38
GUNDAPPA - -
B. Com /
10. GHOTNE Manager 6.32 Permanent 18-09-2012 56 Priyadarshani
RAMESH 23 Polysacks - -
RAMAJI

For Menon Pistons Limited

Ajitkumar Belur
Sachin Menon Chairman of Nomination
Place : Kolhapur
Chairman & Managing Director & Remuneration Committee
Date : 10.06.2021
DIN: 00134488 DIN: 00205336

30 44th Annual Report


ANNEXURE - 4
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2021
[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 no discrepancies observed by us during the period
compliance of applicable statutory provisions and the under review. Without disqualifying the report, we
adherence to good corporate practices by Menon state that the Company is in process of filing of form
Pistons Limited (hereinafter called “the Company”) IEPF-1 for filing statement of amount transferred &
IEPF-4 for filing statement of shares transferred to the
Secretarial Audit was conducted for the year from 1st Investor Education and Protection Fund for F.Y. 11-12.
April 2020 to 31st March 2021, in a manner that All the compliance regarding transfer of amount and
provided us a reasonable basis for evaluating the shares has been duly complied except filling of forms,
corporate conducts/statutory compliances of the which is due to technical error at MCA end.
Company and expressing our opinion thereon.
(ii) The Securities Contracts (Regulation) Act, 1956
Based on our verification of the Company's books, ('SCRA') and the Rules made there under: The
papers, minute books, forms and returns filed and Company has satisfactorily complied with The
other records maintained by the Company and also Securities Contracts (Regulation) Act, 1956 ('SCRA')
the information provided by the Company, its and the Rules made there under.
officers, agents and authorized representatives
during the conduct of secretarial audit, we hereby (iii) The Depositories Act, 1996 and the Regulations and
report that in our opinion, the Company has, during Bye-laws framed there under:
the audit period covering the financial year ended on
31st March 2021 (“Audit Period”), complied with the The Company is a listed public company the shares are
statutory provisions listed hereunder and also that in dematerialised form and the Company has
the Company has proper Board-processes and legal complied with the provisions of The Depositories Act,
compliance mechanism in place to the extent, in the 1996 and the Regulations and Bye-laws framed there
manner and subject to the reporting made under.
hereinafter:
(iv) The Company has satisfactorily complied with the
We have examined the books, papers, minute books, provisions of the Foreign Exchange Management Act,
forms and returns filed and other records maintained 1999 and the rules and regulations made there under
by the Company for the financial year ended on 31st to the extent of Foreign Direct Investment, Overseas
March 2021. The following are our observations on Direct Investment and External Commercial
the same: Borrowings and there are no discrepancies observed
by us during the period under review.

(I) The Companies Act, 2013 (the Act) and the Rules (v) The following Regulations and Guidelines prescribed
made there under: The Company has satisfactorily under the Securities and Exchange Board of India Act,
complied with the provisions of the Companies Act, 1992 ('SEBI Act'):-
2013 and the Rules made there under and there are

44th Annual Report 31


(a) The Securities and Exchange Board of India as specified by the directives issued by the Institute
(Substantial Acquisition of Shares and Takeovers) of Company Secretaries of India. We further report
Regulations, 2011: that there are adequate systems and processes in
the Company commensurate with the size and
(b) The Securities and Exchange Board of India operations of the Company to monitor and ensure
(Prohibition of Insider Trading) Regulations, 2015: compliance with applicable laws, rules, regulations
and guidelines.
(c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, We have also examined compliance with the
2018 : (Not applicable for the period under review) applicable clauses of the following:

(d) The Securities and Exchange Board of India (Share (I) Secretarial Standards issued by The Institute of
based Employee Benefits) Regulations, 2014 : (Not Company Secretaries of India.
applicable for the period under review) (ii) The Listing Agreement entered into by the Company
with Bombay Stock Exchange Limited and SEBI
(e) The Securities and Exchange Board of India (Delisting (Listing Obligations and Disclosure Requirements)
of Equity Shares) Regulations, 2009 : (Not applicable Regulations.
for the period under review)
During the period under review the Company has
(f) The Securities and Exchange Board of India (Issue and complied with the provisions of the Act, Rules,
Listing of Debt Securities) Regulations, 2008 (Not Regulations, Guidelines, Standards etc. as mentioned
applicable for the period under review) above which are applicable.

(g) The Securities and Exchange Board of India (Registrars We further report that:-
to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with The Board of Directors of the Company is duly
client; : (Not applicable for the period under review) constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent
(h) The Securities and Exchange Board of India (Buyback Directors.
of Securities) Regulations, 2018 : (Not applicable for
the period under review) Adequate notice is given to all Directors to schedule
the Board Meetings, agenda and detailed notes on
(i) Securities and Exchange Board of India (Listing agenda are sent at least seven days in advance and a
Obligations and Disclosure Requirements) system exists for seeking and obtaining further
Regulations 2015: information and clarifications on the agenda items
before the meeting and for meaningful participation
The Company is a listed Company and provisions of at the meeting.
Regulations and Guidelines mentioned above and
prescribed under the Securities and Exchange Board Majority decision is carried through while the
of India Act, 1992 ('SEBI Act') are duly complied by the dissenting members' views are captured and
Company. recorded as part of the minutes.

(vi) Other applicable laws: There are no major decisions, specific events / actions
There are no other laws which are specifically have occurred which has a major bearing on the
applicable to the Company. Company's affairs in pursuance of the above referred
laws, rules, regulations, guidelines, standards, etc.
(vii) The Company has a Compliance Management
System installed and which is running effectively
and efficiently for the Compliances of General Laws

32 44th Annual Report


For DVD & Associates
Company Secretaries

Devendra Deshpande
FCS No. 6099
CP No. 6515
Place : Pune PR NO: 1164 / 2021
Date : 10.06.2021 UDIN: F006099C000441930

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.

44th Annual Report 33


ANNEXURE A OF SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED ON
31 MARCH 2021
To,
The Members,
Menon Pistons Limited,
182, Shiroli,
Kolhapur 416122

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
FCS No. 6099
Place : Pune CP No. 6515
Date : 10.06.2021 PR NO: 1164 / 2021
UDIN: F006099C000441930

34 44th Annual Report


ANNEXURE - 5
Annual Secretarial compliance report of Menon Pistons Limited for the year ended 31 March, 2021.
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 31 March, 2021 ("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
(i) and based on the above examination, I/We hereby report that, during the Review Period: and based on
the above examination, I/We hereby report that, during the Review Period:
(j) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines
issued there under (within the specified period or within the extended period), except in respect of
matters specified below:-
Sr. Compliance Requirement (Regulations/ Deviations Observations/ (Regulations/ Remarks of
No. circulars/ guidelines including specific clause) the Practicing Company Secretary
NA NA NA NA

44th Annual Report 35


(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 my 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. Action taken by Details of Violation Details of O bs e r vat i o n s / re m a r ks o f t h e


No. action taken 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. Observations of the Practicing Obser vations made in the Actions C o m m e n t s o f t h e P ra c t i c i n g


No. Company Secretary in the s e c r e t a r i a l c o m p l i a n c e taken by Company Secretary on the actions
previous reports. report for the year ended the listed taken by the listed entity.
31.03.2021 entity,
(The years are to be mentioned) if any
NA NA NA NA NA

For DVD & Associates


Company Secretaries

Devendra Deshpande
FCS No. 6099
Place : Pune CP No. 6515
Date : 10.06.2021 PR NO: 1164 / 2021
UDIN: F006099C000441921

36 44th Annual Report


ANNEXURE - 6
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:

1. Brief outline on CSR Policy of the Company.

The policy provides a basic framework for CSR Initiatives, CSR Funding, CSR implementation approaches,
Monitoring and Reporting mechanism.

The cumulative objective even though is to comply with provisions of section 135 , it is specially clarified that the
company may initiate or continue to pursue such other social improvement initiatives over and above the CSR
initiatives whether they are listed in the schedule VII or not. Only In such cases the other non-prescribed activities
will not be counted towards mandatory CSR Spend, neither they are regulated under this policy.

This document is in keeping with the current maturity of the organization and is expected to evolve with the
growth of the organization, dynamic needs of society, the expectations of community in which the company is
operating and changes in regulatory environment.

In this context and for bringing clarity, the company now wishes to communicate its position and establish for all
the internal and external stakeholders, its philosophy, guiding principles, areas of focus and its implementation
approaches under CSR Initiatives.

2. Composition of CSR Committee:

Sr. No. Name of Director Designation / Nature of Number of Number of


Directorship meetings of CSR meetings of CSR
Committee held Committee
during the year attended during
the year
1. Mr. Sachin Menon Chairman & Managing 4 4
Director
2. Mr. R. D. Dixit Non-Executive &Non 4 4
Independent Director
3. Mr. AjitkumarBelur Independent & Non- 4 4
Executive Director
4. Mr. Shrikant Sambhoos Non-Executive & 4 3
Independent Director
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved
by the board are disclosed on the website of the company.

Menon Piston CSR Policy link


https://www.menonpistons.com/s/CSR-Policy-MPL-c.pdf
Menon Pistons CSR Committee link
https://www.menonpistons.com/corporate-governance-1
Menon Pistons CSR Projects Approved link
https://www.menonpistons.com/s/CSR-Policy-MPL-c.pdf

44th Annual Report 37


4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of
the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).
- NA

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate
Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any
- NA

6. Average net profit of the company as per section 135(5). Rs. 10,46,82,023/-

7. (a) Two percent of average net profit of the company as per section 135(5) – Rs. 20,93,640/-
(b) Surplus arising out of the CSR projects or program or activities of the previous financial years.
- NA

(c) Amount required to be set off for the financial year, if any - INR - Nil
(d) Total CSR obligation for the financial year (7a+7b-7c). INR 20,93,640/-

8. (a) CSR amount spent or unspent for the financial year:


- NA

Total Amount Unspent (in Rs.)


Amount
Spent for the Total Amount transferred Amount transferred to any fund
Financial to Unspent CSR Account specified under Schedule VII as per
Year. (in Rs.)
as per section 135(6). second proviso to section 135(5).

Amount. Date of Name of the Amount. Date of


21,68,311.54 transfer. Fund transfer.
NA NA NA NA NA

(b) Details of CSR amount spent against ongoing projects for the financial year: - NA

1 2 3 4 5 6 7 8 9 10 11

Sr. Name Item from Local Location Project Amount Amount Amount Mode of Mode of
area of the duration. allocated transferred Implem Impleme
No. of the list of (Yes/ project. for the spent in to Unspent entation - ntation -
the activities No). project the CSR Accou Direct Through
Project. in (in Rs.). current (Yes/ Imple
No). menting
Schedule financial Agency
VII to CSR
the Act. Registra
tion
number.

Total

38 44th Annual Report


c ) Details of CSR amount spent against other than ongoing projects for the financial year

(1) (2) (3) (4) (5) (6) (7) (8)


Sr. Name of Item from Local Location Amount Mode of Mode of
No. the Project the list of area of the project. spent for implementation
implemen- Through
activities (Yes/ the project tation implementing
in schedule No). (in Rs.). agency.
State. District. Direct
VII to the Act. CSR
(Yes/No).
Name registration
number.
1 Support for Promotion Yes Maharashtra Kolhapur 427401 Yes
Educational of
Entities for Education
Educational
Activities
2 Kasturi Promotion Yes Maharashtra Kolhapur 25000 Yes
Savekar for of Sports
Everest
Mission
3 Support for Promotion Yes Maharashtra Kolhapur 1103215.50 Yes
Healthcare of
Entities for Healthcare
Healthcare
facilities/
Instruments
4 Avani Eradicating Yes Maharashtra Kolhapur 193000 Yes
Sanstha and Poverty
Ramkrishna
Charity
5 Udgam Women Yes Maharashtra Sangli 374282.72 Yes
Swayam Empower-
sahayatta ment
Mahila
Bachat Gat,
Kokrud
6 Support for Promotion Yes Maharashtra Kolhapur 45412.32 Yes
Instruction of
boards and Healthcare
prevention
measures
for Covid-19

Total 21,68,311.54

44th Annual Report 39


(d) Amount spent in Administrative Overheads – Nil
(e) Amount spent on Impact Assessment, if applicable -NA
(f) Total amount spent for the Financial Year (8b+8c+8d+8e) – 21,68,311.54
(g) Excess amount for set off, if any
Sr. No. Particular Amount (in Rs.)
(I) Two percent of average net profit of the company as per section 135(5) 20,93,640.46

(ii) Total amount spent for the Financial Year 21,68,311.54

(iii) Excess amount spent for the financial year [(ii)-(i)] 74,671.08
Surplus arising out of the CSR projects or programmes or activities of
(iv) Nil
the previous financial years, if any

(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 74,671.08

9. (a) Details of Unspent CSR amount for the preceding three financial years: N.A.

(b) Details of CSR amount spent in the financial year for ongoing projects of the
preceding financial year(s): Nil

1 2 3 4 5 6 7 8 9
Sl. Project Name Financial Project Total Amount Cumulative Status of
of the Year in duration. amount amount the
No. ID. Project spent on
which allocated spent at project -
the for the the project the end of Completed
project project in the reporting /Ongoing.
was (in Rs.). reporting Financial
commenced Year.
Financial (in Rs.)
Year (in Rs).
1

2
Total

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so
created or acquired through CSR spent in the financial year -NA
(asset-wise details).
(a) Date of creation or acquisition of the capital asset(s).
(b) Amount of CSR spent for creation or acquisition of capital asset.
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is
registered, their address etc.
(d) Provide details of the capital asset(s) created or acquired (including complete address and
location of the capital asset).
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit
as per section 135(5).-N.A.

40 44th Annual Report


For Menon Pistons Limited

Sachin Menon
Chairman & Managing Director
Place : Kolhapur Chairman of CSR Committee
Date : 10.06.2021 DIN: 00134488

44th Annual Report 41


REPORT ON CORPORATE GOVERNANCE

1. CORPORATE GOVERNANCE PHILOSOPHY:


The Directors present the Company's Report on Corporate Governance for the year ended 31 March,
2021. The Company's philosophy is to achieve business excellence and optimize long term values &
ethical business conduct for its stakeholders. The Company believes strongly that good corporate
governance is intrinsic to the management of the Company affairs; it ensures fairness, transparency
and integrity of the management. These values and principles set the context to manage your
company's affairs in a fair and transparent manner. In compliance with the disclosure requirements of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details are set out
below:

2. BOARD OF DIRECTORS
a) Composition of Board of Directors:
The Board comprises of 6 (Six) Directors as on 31.03.2021, of which 5 (Five)are Non-Executive Directors.
The Board comprises of 4 (Four) Independent Directors i.e. Directors, who apart from receiving sitting
fees, do not have any other material pecuniary relationship or transactions with the Company, its
promoters or its management which may affect independence of judgment of the Directors.
As required under Section 149(3) of “the Act”, Ms. Neha Marathe, a Woman Director, is on Board
designated as Woman Director.
Mr. R. D. Dixit is a Non Independent & Non-Executive Director.
l Composition of the Board and Directorship held during the Year 2020-2021 and meetings Attended:

Attendance of As on 31 March, 2021


meeting during (Excluding position in
2020-2021 the Company) Share-
Name of Director Category $ holding of
No. of Committee
Board AGM Directors
Directorship Chairman Member
Promoter, Chairman &
Mr. Sachin Menon Managing Director 5 1 1 - 1 10701660
Non Executive & Non
@ Mr. R. D. Dixit 5 1 3 1 3 13980
Independent Director
Non Executive
Mr. Ajitkumar Belur
Independent Director 5 1 - - - -

Non Executive
Mr. Subhash Kutte
Independent Director 5 1 7 2 1 -

Mrs. Sadhana Zadbuke Non Executive


Independent Director 4 1 - - - -
– upto 31.10.2020
Non Executive
Ms Neha Marathe* 1 - - - - -
Independent Director

Mr. Shrikant Sambhoos Independent Director 5 - - - - -

$
Membership/Chairmanship of only Audit committee and Stakeholders' Relationship Committee has
beenconsidered.
@
Chairman and Managing Director in Menon Bearings Limited (Listed Company)
* Director w.e.f. 01.11.2020

42 44th Annual Report


b) Board meetings held during the year:
The Board met five times during the financial year under review on the following dates:
1) 16.06.2020 2) 12.08.2020 3) 01.10.2020 4) 29.10.2020 5) 22.01.2021
The maximum time gap between any two meetings was not more than one hundred and twenty days.

c) Directors' inter-se relationship:


There is no inter se relation between the Directors of the Companies.

d) Familiarization programe for independent directors:


During the year, the management provided various documents, background notes etc. to have a better
insight of the Company. Details of initiatives for the director to understand the Company, its business and
the regulatory framework in which the Company operates and equips him/her to effectively fulfill his/her
role as a director of the Company are available at the website of the Company viz.
'www.menonpistons.com'.

e) Independent Directors:
During the financial year under review, the Independent Directors met on 22ⁿ January 2021. The meeting
was held to discuss evaluation of the Board and evaluate content/timelines of information flow to
effectively perform their duties. Mr. Ajitkumar Belur, Mr. Subhash Kutte and Ms. Neha Marathe were
present at the meeting. As per the disclosures received from the directors, none of the directors serve as
members of more than 10 committees nor are they chairman/chairperson of more than 5 committees, as
per the requirements of Listing Regulations.

f) Details of directors and/or KMP appointed during the year:


During the year under review Ms. Neha Marathe, has been appointed as an Independent Woman Director
of the Company w. e. f. 1 November, 2020 in place of Ms. Sadhana Zadbukewhose tenure completed as
on 31 October, 2020 and the said appointment is subject to approval of the shareholders by way of
Special Resolution.

Mr. Deepak Suryavanshi was appointed as a Company Secretary & Compliance Officer w.e.f. 29.10.2020 in
place of Mr. Pramod Suryavanshi, who was resigned on 12.08.2020.

g) Key Board qualifications, expertise and attributes


The Board of Menon Pistons Ltd comprises qualified members who bring in the required skills,
competence and expertise that allow them to make effective contributions to the Board and its
committees. The Board members are committed to the ensuring that the Menon Board is in compliance
with the highest standards of Corporate Governance.The table below summarizes the key qualification,
skills, and attributes which are taken into consideration while nominating candidates to serve on the
Board:
Significant background in technology, resulting in knowledge of how to anticipate technological
Technology
trends, generates disruptive innovation and extends or create new business model.
Management of finance functions of an enterprise, resulting in proficiency in complex financial
Financial management, capital allocation and financial reporting process or experience in actively
supervising accountant, auditor or person performing financial functions.
Extended leadership experience for a significant enterprise, resulting in a practical
Leadership
understanding of organizations, processes, strategic planning, and risk management. Strengths
in developing talent, planning succession, and driving change and long-term growth.

44th Annual Report 43


Service on a public company board to develop insights about maintaining board and
Board Services management accountability, protecting shareholder interests, and observing appropriate
and Governance governance practices.

Sales and Experience in developing strategies to grow sales and market share, build brand awareness and
Marketing equity and enhance enterprise reputation.

In the table below, the specific areas of focus or expertise of individual Board members have been
highlighted. However, the absence of a mark against a member's name does not necessarily mean the
member does not possess the corresponding qualification or skill.

Name of Director Technology Financial Leadership Board Services Sales and


and Governance Marketing
Mr. Sachin Menon √ √ √ √ √
Mr. R D Dixit √ √ √ √ √
Mr. Ajitkumar Belur √ √ √ √ √
Ms. Neha Marathe* √ √ √ √
Mr. Subhash Kutte √ √ √ √
Mr. Shrikant Sambhoos √ √ √ √ √
* Director w.e.f. 01.11.2020
3. COMMITTEES OF THE BOARD:
As required by “the Act” and listing agreement with Stock Exchange and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, for better governance and accountability, the Board has
constituted the following mandatory committees viz. Audit Committee, Nomination and Remuneration
Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee, Risk
Management Committee (voluntarily constituted).

The terms of reference of these Committees are determined by the Board and their relevance reviewed
from time to time. Meetings of each of these Committees are convened by the respective Chairman of the
Committee, who also informs the Board about the summary of discussions held in the Committee
Meetings.

A) AUDIT COMMITTEE:
i) Brief description of terms of reference:

The terms of reference of this committee cover the matters specified for the audit committee under Listing
Regulations as well as in Section 177 of “the Act”. The audit committee was constituted to ensure prudent
financial and accounting practices, fiscal discipline and transparency in financial reporting. The quarterly
results are reviewed by the audit committee and recommended to the board for its adoption. The
Chairman of the committee is an Independent Director having Knowledge in Finance.

ii) Powers of audit committee:

The Audit Committee has an authority to investigate into any matter in relation to the items specified in
terms of reference referred to it by the board and for this purpose the Audit Committee has power to
obtain professional advice from external sources and have full access to information contained in the

44 44th Annual Report


records of the Company.

iii) Role and Objectives:

o Reviewing with the Management the quarterly/half yearly/annual financial statements and auditor's
report thereon before submission to the Board for approval;
o Recommendation for appointment, remuneration, terms of appointment of auditors of the Company;
o Review and monitor the auditor's independence and performance and effectiveness of audit process;
o Reviewing with the Management and Internal and Statutory Auditors, the adequacy of internal control
systems;
o Discussion with the Auditors periodically about internal control system;
o Any significant findings and follow up thereon and reviewing with the management, the financial
statements before submission to the Board.
o The Audit committee also has a role as defined under Regulation 18(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

iv ) Composition and Attendance:


Sr. Name Designation No. of Meetings
No.
Held Attended
1 Mr. Subhash Kutte (Non-Executive & Independent Director) Chairman 5 5
2 Mr. R.D. Dixit (Non-Executive &Non IndependentDirector) Member 5 5
3 Mr. Ajitkumar Belur (Non-Executive & Independent Director) Member 5 5
4 Mrs Sadhana Zadbuke (Non-Executive & Independent Director) Member 3 1
upto 31.10.2020
5 Mr. Shrikant Sambhoos (Non-Executive & Independent Director) Member 5 4

The Company Secretary acts as the Secretary to the committee.

v) Vigil Mechanism / Whistle Blower Policy:

Company has established Vigil Mechanism for Directors and employees to report genuine concerns in
such manner as prescribed under rule to “the Act”. Under such mechanism adequate safeguards are
provided against victimization of persons who has direct access to the chairperson of the Audit
committee in appropriate or exceptional cases.

B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to Section 178 of the Act and Regulation 19 of the Listing Regulations, the Board of Directors
has duly constituted the Nomination & Remuneration Committee.

i) Brief description of terms of reference:

The Committee reviews appointment of Directors and Key Managerial Persons. The Committee has
formulated the criteria for determining qualifications, positive attributes and independence of a

44th Annual Report 45


director.

ii) Roles and Objectives:

o Formulation of the criteria for determining qualifications, positive attributes and independence of a
Director and recommend to the Board a policy, relating to the remuneration of the Directors, Key
Managerial Personnel and other employees.
o Formulation of criteria for evaluation of Independent Directors and the Board.
o Devising a policy on board diversity.
o Identifying persons who are qualified to become Directors and who may be appointed in Senior
Management in accordance with the criteria laid down and recommend to the Board their
appointment and removal.
o The Nomination & Remuneration Committee also has a role as defined under Regulation 19(4) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

ii) Composition and Attendance:


Sr. Name Designation No. of Meetings
No.
Held Attended
1 Mr. Ajitkumar Belur(Non-Executive & Independent Director) Chairman 4 4
2 Mr. R.D. Dixit (Non-Executive & Non IndependentDirector) Member 4 4
3 Mr. Subhash Kutte (Non-Executive & Independent Director) Member 4 4
4 Mrs Sadhana Zadbuke (Non-Executive & Independent Director) Member 4 3
upto 31.10.2020
5 Ms Neha Marathe (Non-Executive & Independent Director) Member 1 1
w.e.f. 01.11.2020
The Company Secretary acts as the Secretary to the committee.

iv) Remuneration policy:

The remuneration policy of the Company is directed towards rewarding performance, based on review
of achievements on a periodic basis. The remuneration policy is consonance with the existing industry
practice.

v) Performance evaluation criteria for Independent Directors:

The performance of the Board of Directors has been evaluated from time to time, details of the same has
been defined hereunder.

vi) Remuneration to Directors and Senior Management Employees:

o Details of remuneration/sitting fees paid during the year 2020-21 and number of shares held as on 31st
March, 2021 by the directors of the Company are as follows:

o Details of fix component and performance linked incentives along with performance criteria. – There is
no variable pay except commission payable to Mr. Sachin Menon.

46 44th Annual Report


No of
Name of the Salary Contribution Pension Other Bonus Sitting Commission Total
to Provident Shares
Director Perquisites Fees
Fund Held
Mr. Sachin Menon Defined in Annexure '4' to the Board Report. 10701660
Mr. R.D. Dixit - - - - - 17000 - 17000 13980
Mr. Ajitkumar Belur - - - - - 17000 - 17000 -
Mr. Subhash Kutte - - - - - 17000 - 17000 -
Mrs. Sadhana - - - - - 12000 - 12000 -
Zadbuke
Mr. Shrikant - - - - - 17000 - 17000 -
Sambhoos
Ms Neha* - - - - - 5000 - 5000 -
Marathe
*Director w.e.f. 01.11.2020
o Remuneration to Managing Director:

At the time of appointment or re-appointment, the Managing Director shall be paid such remuneration
as may be mutually agreed between the Company (which includes Nomination &Remuneration
Committee and the Board of Directors) and the Managing Director within the overall limits prescribed
under “the Act” and subject to approval of the Members of the Company in General Meeting.

o Remuneration to Non-Executive Directors:

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees for
participation in the Board Meetings. A Non-Executive Director shall be entitled to receive sitting fees for
each meeting of the Board of Directors of such sum as may be approved by the Board of Directors within
overall limits prescribed under “the Act” and the Companies (Managerial Remuneration) Rules, 2014.

The Independent Directors of the Company shall not be entitled to participate in Stock Option Scheme of
the Company, if any, introduced by the Company.

o Remuneration to Senior Management Employees

Ø In determining the remuneration of senior management employees (i.e. KMPs and Executive
Committee Members) the Nomination and Remuneration Committee shall consider the following:
Ø The relationship of remuneration and performance benchmark is clear.
Ø The fixed pay short and long-term performance objectives appropriate to the working of the Company
and its goals.
Ø The component of remuneration includes salaries, perquisites and retirement benefits.
Ø The remuneration including annual increment and performance incentives is decided based on
criticality of the roles and responsibilities, the company's performance vis-à-vis the annual budget
achievement, industry benchmark and current compensation trends in the market.

44th Annual Report 47


Ø The Managing Director will carry out individual performance review based on the standard appraisal
matters and after taking into account the appraisal score card and other factors mentioned herein above,
recommends the annual increment to the Nomination & Remuneration Committee for its review and
approval.

c. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Act and Regulation 20 of the Listing Regulations, the Board of Directors has
duly constituted the Stakeholders' Relationship Committee.

i) Brief description of terms of reference:

The Committee reviews the performance of the Company's Registrar and Transfer Agent and also
recommends the Board measures for overall improvement for better investor services.

ii) Roles and Objectives:

o To look into complaints of shareholders and investors pertaining to transfer / transmission of shares,
non-receipt of share certificates, non-receipt of dividends, non-receipt of annual reports, issue of
duplicate share certificates and other miscellaneous complaints.
o The Committee is responsible for satisfactory Redressal of Investors' complaints.
o The Stakeholder' Relationship Committee also has a role as defined under Regulation 20(4) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

iii) Composition and Attendance:


Sr. Name Designation No. of Meetings
No.
Held Attended
1 Mr. R.D. Dixit (Non-Executive & Non Independent Director) Chairman 4 4
2 Mr. Sachin Menon (Chairman & Managing Director) Member 4 4
3 Mr. Ajitkumar Belur (Non-Executive & Independent Director) Member 4 4

The Company Secretary acts as the Secretary to the committee.

iv) Policy relating to investors:

The Company adopted the policy relating to Investor relation and the same has been properly executed.

v) Investor complaints/grievances received during the year 2020-21 are 16*and all were resolved to the
satisfaction of shareholders – During the year under review no complaints are pending.
*No. of complaints are mainly related to updation of Bank & KYC details.

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to the requirements of Section 135 of the Act and The Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Board of Directors of the Company has duly constituted the

48 44th Annual Report


Corporate Social Responsibility (CSR) Committee.

i) Brief description of terms of reference:


The Committee monitors the CSR Policy of the Company which covers the causes for which Company may
pursue its CSR activities.

ii) Roles and Objectives:


o Formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken
by the company as specified under Schedule VII;
o Recommend the amount of expenditure to be incurred on the activities referred in CSR Policy;
o Monitor the CSR policy of the company from time to time;
o Any other matter that may be referred by the Board from time to time or as may be necessary for
compliance with “the Act” or rules made thereunder or any other statutory laws of India.

iii) Composition and Attendance:


Sr. Name Designation No. of Meetings
No.
Held Attended
1 Mr. Sachin Menon (Chairman & Managing Director) Chairman 4 4
2 Mr. R. D. Dixit (Non-Executive & Non Independent Director) Member 4 4
3 Mr. Ajitkumar Belur (Non-Executive & Independent Director) Member 4 4
4 Mr. Ajitkumar Belur (Non-Executive & Independent Director) Member 4 3

The Company Secretary acts as the Secretary to the committee.

ii) CSR Policy:

The details of projects / activities and corresponding investments and expenditure thereon and
monitoring of projects / activities are laid down in the CSR Policy, the extract of the same is available on
the website of the Company viz. www.menonpistons.com.

E. RISK MANAGEMENT COMMITTEE: (VOLUNTARY)

The Company has voluntarily constituted Risk Management Committee. The Committee is required to lay
down the procedures to inform to the Board about the risk assessment and mitigation procedures.

i) Brief description of terms of reference:

The Committee is responsible for identifying developments in the environment or in internal operating
processes that could materially affect the profile of risks.

ii) Roles and Objectives:

o The Board shall be responsible for framing, implementing and monitoring the risk management plan of
the Company.

44th Annual Report 49


o The Committee shall review risk trend, exposure and potential impact analysis carried out by
management.
o The Committee shall put in place a mechanism to inform Board Members about risk assessment and
minimization procedures.
o To conduct periodical review to ensure that executive management controls risks by means of properly
defined framework.

iii) Composition and Attendance:


Sr. Name Designation No. of Meetings
No.
Held Attended
1 Mr. Sachin Menon (Chairman & Managing Director) Chairman 4 4
2 Mr. R. D. Dixit (Non-Executive & Non Independent Director) Member 4 4
3 Mr. SBP Kulkarni (CFO & Associate Vice President) Member 4 4
4 Mr. Amit Deshpande (Associate Vice President) Member 4 3

The Company Secretary acts as the Secretary to the committee.

iv) Risk Management Policy:

In order to mitigate the Risk the Company has adopted the policy which has been properly executed.

F. INTERNAL COMPLAINT COMMITTEE:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has framed a policy for Prevention of Sexual Harassment of Women
at Work place and has adopted the same

i) Roles and Objectives

The objective of this policy is to provide its woman employees, a workplace free from
harassment/discrimination and to create an environment wherein every employee is treated with
dignity and respect.

ii) Composition and Attendance:


Sr. Name Designation No. of Meetings
No.
Held Attended
1 Miss. Sharanya Menon Chairperson 4 1
2 Ms. Neha Marathe (Non-Executive & Independent Women Director) Member 4 1
3 Mr. SBP Kulkarni (CFO & Associate Vice President) Member 4 4
4 Mr. Sambhaji Shinde (Deputy Manager, HR) Member 4 4
5 Mr. Ranjit Tondale (Assistant Manager, HR) Member 4 1

50 44th Annual Report


The Company Secretary acts as the Secretary to the committee.
4. GENERAL BODY MEETING:
The Details of Annual and Extra Ordinary General Meetings held during last three financial years are as
below:
Year General Day Date Time Location Special Business Transacted
Meeting
2019-20 AGM Wednesday 12 4.00 p.m. 182, Shiroli, 1) Ratification of remuneration of Cost
August Kolhapur – Auditors for the financial year 2020-21.
2020 416122 2) Appointment of Mrs. Sadhana Zadbuke
as an Independent Woman Director for
second term of 1 year.
3) Appointment of Mr. Shrikant Sambhoos
as an Independent Director for period
of 3 years.
4) Reappointment of Mr. Sachin Menon as
Chairman & Managing Director for a
period of 3 years

2018-19 AGM Saturday 27 4.30 p.m. The 1) Ratification of remuneration of Cost


July, Residency
club, P.O. Auditors for the financial year
2019
New Palace, 2019-20.
Kolhapur – 2) Appointment of Mr. AjitkumarBelur
416003
as an Independent Director for
second term of 5 years.
3) Appointment of Mr. Subhash Kutte
as an Independent Director for
period of 3 years.
4)Approval of related party
transactions for period of 5 years.

2017-18 AGM Tuesday 24 4.00 p.m. 182, Shiroli, 1) Ratification of remuneration of Cost
July, Kolhapur Auditors for the financial year 2018-
2018 – 416122 19.

Note: The Company has not passed any Special Resolution during the year through Postal Ballot.

44th Annual Report 51


5. MEANS OF COMMUNICATION:
The Company has published quarterly, half-yearly and yearly financial results in Business Standard and
Dainik Pudhari after forwarding the same to the Bombay Stock Exchange Limited (BSE) as per the
requirements of Listing Regulations. The results are also uploaded on the Company's website,
www.menonpistons.com

6. GENERAL SHAREHOLDER INFORMATION:


a) Annual General Meeting - Day, Date & Time are given below:

AGM-Day, Date & Time Venue


Thursday, the 29 July, 2021 Registered office of the company
at 04.00 PM Through Video Conferencing & Other Audio Visual Means

b) Financial Year: 1 April to 31st March .


c) Record Date (Cut off Date): 22nd July, 2021
d) Listing:
Name of the Exchange Stock Code ISIN
Bombay Stock Exchange (BSE) 531727 INE650G01029
Annual Listing Fee has been paid to the Bombay Stock Exchange Limited (BSE) for the year 2020-21.
e) Market Price Data:
Share Price - High & Low in rupees during each month in the year 2020-21 at BSE:
Month High (Rs.) Low (Rs.) Month HIgh (Rs.) Low (Rs.)
Apr.-2020 14.90 10.05 Oct.-2020 14.59 11.30
May.-2020 13.60 10.30 Nov.-2020 14.49 12.76
Jun.-2020 15.50 12.10 Dec.-2020 18.85 13.67
Jul.-2020 14.25 10.00 Jan.-2021 23.20 16.55
Aug.-2020 14.90 10.00 Feb.-2021 23.05 18.00
Sept.-2020 13.39 11.00 Mar.-2021 20.25 16.00
f) Performance in comparison with BSE SENSEX is as below:

25.00
52,000.00
49,000.00
46,000.00
20.00 BSE
43,000.00
40,000.00
37,000.00 15.00 MPL
34,000.00
31,000.00
28,000.00 10.00
0 0 0 0 0 0 0 0 1 1 1 1
-2 -2 -2 l-2 -2 -2 t-2 -2 c -2 -2 -2 r-2
r ay Ju
n Ju Au
g
Se
p
Oc ov De Ja
n
Fe
b a
Ap M N M

Source: Bombay Stock Exchange (BSE) (www.bseindia.com)

52 44th Annual Report


g) Registrar & Share Transfer Agents:
The Company has appointed M/s. Link Intime India Private Limited (Formally known as Intime
Spectrum Registry Limited) as its Registrar and Share Transfer Agent with effect from 17 March, 2004,
to carry out the share transfer work on behalf of the Company.

h) Share Transfer System:


To facilitate the speedy approvals and administrative convenience, the Board has formed a
Stakeholders' Relationship Committee, represented by the Board of Directors, to examine the share
transfer and related applications. The Committee supervises and ensures efficient transfer of shares
and proper and timely attendance of such applications. The committee has been delegated the power
of approving transfer, transmission, rematerialisation, dematerialization etc. of shares of the Company.

As of 31 March, 2021, the Stakeholders' Relationship Committee consists of 4 (Four) members. The
share transfer requests are processed through M/s Link Intime India Private Limited. The Company
obtains a half yearly certificate from a Company Secretary in Practice of compliance of transfer
formalities as required under Regulation 40 (10) of the listing Regulations and also from Company
Secretary in whole time employment of the Company along with Registrar and Transfer Agent under
the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ii) Shareholding Pattern as on 31st March, 2021:


% age of total
Category of Shareholder No. of Shares held
Shareholdings
A. Promoter & Promoter Group
1) Indian
Indian Individual / Hindu Undivided Family 34270480 67.1970
Indian Body Corporate 3657430 7.1714
Sub Total A1 37927910 74.3685
B. Public Shareholding
1) Financial Institutions / Banks 0.00 0.00
2) Non- institutions
Individual share capital upto Rs. 2 Lakh 9999476 19.6068
Individual share capital in excess of Rs. 2 Lakh 1309551 2.5677
Hindu Undivided Family 675709 1.3249
Non Resident Indian (Non Repatriable ) 52409 0.1028
Non Resident Indian (Repatriable) 116283 0.2280
Office Bearers 4500 0.0088
Clearing Members 39256 0.0770
Bodies Corporate 661386 1.2968
IEPF Authority 213520 0.4187
Sub-Total = B2 13072090 25.6315
B = B1 + B2 13072090 25.6315
Total Shareholding = A + B 51000000 100.00

44th Annual Report 53


ij) Distribution of Shareholding as on 31st March 2021:
Shareholding Number % to Total Total % age of Total
of Shares of Shareholders Shares Held Shareholdings
001 - 5000 6817 94.7464 5201777.00 10.1996
5001 - 10000 207 2.8770 1573094.00 3.0845
10001 - 20000 90 1.2509 1294188.00 2.5376
20001 - 30000 36 0.5003 882720.00 1.7308
30001 - 40000 10 0.1390 340585.00 0.6678
40001 - 50000 10 0.1390 451575.00 0.8854
50001 - 100000 5 0.0695 359415.00 0.7047
100001 - Above 20 0.2780 40896646.00 80.1895
7195 100.00 51000000 100.00

k) Dematerialization of Shares and Liquidity:


The Company's shares are compulsorily traded in dematerialized form and are available for trading on
both the Depositories in India - National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL). As on 31 March 2021, 50274210 equity shares (i.e. 98.58 %) were held
in dematerialized form.

l) Plant Locations:

Piston Division Pin and Auto Shaft Division


182, Shiroli, Kolhapur – 416122 H-1, MIDC, Kupwad Block, Sangli – 416436
Phone: 0230-2468041 / 42 Phone: 0233-2645179 / 89

m) Investor Contact Details:

Company :- Registrar & Transfer Agent:-


Mr. Deepak Suryavanshi M/s. Link Intime India Private Limited
Company Secretary Block No 202, Akshay Complex,
Secretarial Department 2nd Floor, Near Ganesh Temple,
182, Shiroli, Kolhapur – 416122 off Dhole Patil Road, Pune-411001
Tel. 0230 2468041 / 2468042 Tel: +91 20 26160084/ 26161629
Email: [email protected] Email: [email protected]

n) Unclaimed Dividend:
By virtue of the provision laid down under “the Act”, all unclaimed/unpaid dividend, remaining
unclaimed/unpaid dividend for a period of seven years from the date of transfer to unpaid dividend
account is required to be transferred to Investor Education and Protection Fund (IEPF) established by
the Central Government. No claim shall lie against the Company for the amounts so transferred nor
shall any payment bemade in respect of such claims. Members, who have not yet encashed their
dividend warrants for the financial year 2012-2013 onwards, are requested to make their claims
without any delay to the Registrar and Transfer Agents, Link Intime India Private Limited or to the
Company.

54 44th Annual Report


The information relating to outstanding dividend account/(s) and the dates by which they can be
claimed by the shareholders are given below

Date of Transfer to Unpaid Seven years complete Due Date


Year 7 Years + 30 days (credit the fund
Declaration a/c (30+7) days (Become Due)
within 30 days from become Due)
2013-14 22.07.2014 27.08.2014 26.08.2021 24.09.2021
2014-15 30.07.2015 04.09.2015 03.09.2022 01.10.2022
2015-16 30.03.2016 05.05.2016 04.05.2023 02.06.2023
2016-17 22.07.2017 27.08.2017 26.08.2024 24.09.2024
2017-18 24.07.2018 29.08.2018 28.08.2025 26.09.2025
2018-19 27.07.2019 01.09.2019 31.08.2026 30.09.2026
2019-20 11.03.2020 16.04.2020 15.04.2027 14.05.2027

In compliance with IEPF rules, the Company has transferred respective shares to DEMAT account of IEPF
authority formed under the Ministry of Corporate Affairs for the financial year 2012-13. The details of the
same have been uploaded on the website of the company https://www.menonpistons.com/s/Details-of-
Shares-transferred-to-IEPF-Authority2012-13.pdf
o) Details of total fees paid to Statutory Auditors (Rs. in lakhs)
Type of Services 2020-21 2019-20
Audit fees 2.55 2.55
Tax audit fees 0.45 0.45
Other services (Certificate , VAT Audit etc) 1.37 1.44
Expenses reimbursed 0.50 0.52
Total 4.87 4.96

p) Code of Conduct:
The Board of Directors has adopted the code of conduct for Directors and senior management. The said
code has been communicated to the Directors and the members of the senior management. They have
confirmed compliance with the said code. The code has been uploaded on the Company's website viz.
https://www.menonpistons.com/s/code-of-conduct.pdf

q) Performance evaluation of the Board, its various Committees and the Directors:
Your Company conducted the annual performance evaluation of the Board, its various Committees and
the Directors individually. The performance of the Board was evaluated by the Board after seeking
inputs from all the directors and senior management on the basis of criteria such as the board
composition and structure, effectiveness of board processes, information and functioning, etc.

r) CEO / CFO Certification:


A certificate from the Managing Director & CFO on the financial terms of the Company in terms of SEBI
(Listing Obligations & Disclosures Requirements) Regulations, 2015 was placed before the Board, who
took the same on record.

44th Annual Report 55


s) Management Discussion and Analysis:
The detailed Management Discussion and Analysis is given as a separate section in this Annual Report.

t) Reconciliation of Share Capital:

A qualified Practicing Company Secretary carried out a Reconciliation of Shares Audit on quarterly basis
to reconcile the total share capital with National Securities Depository Limited (NSDL), Central
Depository Services (India) Limited (CDSL) along with physical holding and the total issued and listed
share capital. The audit confirms that the total issued/paid-up capital is in agreement with total
number of shares in physical form and total number of dematerialized shares held with NSDL & CDSL

u) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:
Sr. No. Particulars No. of Complaints
1 Complaints filed during the financial year Nil
2 Complaints disposed of during the financial year Nil
3 Complaints pending as on end of the financial year Nil

7. DISCLOSURES:
a) Related party transactions during the year have been disclosed as part of financial statements as
required under Indian Accounting Standard issued by The Institute of Chartered Accountants of India.
The Audit Committee reviews these transactions. The Policy on Related Party Transactions has been
uploaded on the website of the Company i.e.https://www.menonpistons.com/s/Policy-on-materiality-
of-RPT-Dealing-with-RPT.pdf

b) There were no instances of non-compliance by the company or penalties, strictures imposed on the
company by stock exchanges or SEBI or any other statutory authority on any matter related to capital
markets, during the reporting period of last three years.

c) The Company promotes ethical behavior in all its business activities and has put in place a mechanism
of reporting illegal or unethical behavior. The Company has whistle blower policy wherein the
employees are encouraged to report violation of laws, rules and regulations. The confidentiality of such
reporting is maintained and is not subject to any discriminatory practice. We affirm that no employee
has been denied access to the Audit Committee. The said Whistle-Blower Policy has been hosted on the
website of the Company.

d) During the year, the Company has fully complied with the mandatory requirements of corporate
governance as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The
Company voluntarily formulated Risk Management Committee and it has been complying the
respective provisions applicable with it.

e) To promote ethical conduct and maintain high standards in carrying out business transactions of the
company, a Code of Conduct has been laid down for procedures to be followed by Board members and
the senior management employees. This code is also posted on the company's website

56 44th Annual Report


f) The Managing Director and CFO have issued a certificate pursuant to the provisions of SEBI (Listing
Obligations and Disclosures Requirements) Regulations 2015, certifying that the financial statements
do not contain any untrue statements and these statements represent a true and fair view of the
company's affairs. The said certificate is annexed.

g) No strictures or penalties have been imposed on the Company by the Stock Exchanges or by the
Securities and Exchange Board of India (SEBI) or by any statutory authority on any matters related to
capital markets during the last three year.

8. The Company has complied provisions as prescribed in Regulation 17 to 27 and Clause (b) to (i) of sub-
regulation (2) of Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015. Regulations 21 and 24 of SEBI (Listing Obligations &Disclosure Requirements) Regulations, 2015
are not applicable to the Company.

DECLARATION
Compliance with Code of Conduct

As provided under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Board
Members and Senior Management Personnel have confirmed compliance with the Code of Conduct for
the year ended 31st March, 2021.

For Menon Pistons Limited

Sachin Menon
Chairman & Managing Director
DIN: 00134488

CEO / CFO CERTIFICATION

As required by the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, we have
certified to the Board that for the financial year ended 31st March, 2021 the Company has complied with
the requirements as prescribed therein.

For Menon Pistons Limited

Mr. Sachin Menon Mr. SBP Kulkarni


Chairman & Managing Director CFO & Associate Vice President
DIN: 00134488

44th Annual Report 57


AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

To ,
The Members,
Menon Pistons Limited.

We have examined the compliance of conditions of Corporate Governance by Menon Pistons Limited (the
Company) for the year ended on 31 March, 2021, as stipulated under Regulation 15 (2) read with Schedule V
Part E of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our
examination has been limited to a review of the procedures and implementations thereof, adopted by the
Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on
the representations made by the Directors and the Management, we certify that the Company has complied
with the conditions of Corporate Governance as stipulated in the above mentioned SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

We further state such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For P G BHAGWAT LLP


Chartered Accountants
FRN: 101118W/W100682

Akshay B. Kotkar
Partner
Place : Kolhapur Membership No.: 140581
th
Date : 10 June, 2021

58 44th Annual Report


MANAGEMENT DISCUSSION AND ANALYSIS REPORT
STRUCTURE OF THE INDUSTRY: Government has come out with Automotive Mission
Your Company is in manufacturing of auto Plan (AMP) 2016-26 which will help the automotive
components such as Pistons, Gudgeon Pins, Rings, industry to grow and will benefit Indian economy in
Auto shafts required for commercial vehicles, the following ways: -
tractors, passenger cars and heavy duty stationery · Contribution of auto industry in the country's
engines. The market is divided into many segments GDP will rise to over 12 per cent
such as export market, replacement market, OEM · Around 65 million incremental number of direct
market. These are distinct from one another and and indirect jobs will be created
have distinct advantages and plights. · End of life Policy will be implemented for old
vehicles
INDUSTRY OVERVIEW:
There seems to be no end to bad news on the In November 2020, the Union Cabinet approved the
economy front. Manufacturing sector considered to PLI scheme in Auto component and Automobile with
be the backbone of the economy has also witnessed an approved financial outlay over a five year period
negative growth during this year. Domestic sales of of Rs. 57,042 Crore (US$ 8.1 billion). Also 100% FDI
leading auto companies fell to 30 % during this allowed under automatic route for auto component
financial year. sector.

The global pandemic caused by the novel corona ROAD AHEAD:


virus comes at time when both the Indian economy The rapidly globalising world is opening up newer
and the automotive industry were hoping for avenues for the transportation industry, especially
recovery. While the GDP growth forecasts were while it makes a shift towards electric, electronic and
north of 10%, COVID-19 may result in a negative hybrid cars, which are deemed more efficient, safe
impact of 9% on the expected growth rates. and reliable modes of transportation. Over the next
decade, this will lead to newer verticals and
Even after we open up, further decline in passenger opportunities for auto-component manufacturers,
vehicles demand is expected with discretionary who would need to adapt to the change via
spend taking a backseat. This will be coupled with systematic research and development.
transition to BS-VI norms that will increase cost of
ownership. OPPORTUNITIES AND THREATS:
The Indian auto-components industry is set to
DEVELOPMENTS: become the third largest in the world by 2025. Indian
The Company has very good opportunities because auto-component makers are well positioned to
of long term business relationship with valued benefit from the globalisation of the sector as
customers both in domestic OEM's and replacement exports potential could be increased by up to US$ 30
market & export and also in time supplies, superior billion by 2021. A cost-effective manufacturing base
quality products. keeps costs lower relative to operations in other
countries. As per Automobile Component
The Company continues its drive for sustainable Manufacturers Association (ACMA) forecasts,
growth in this growing domestic automotive automobile component exports from India are
industry. In view of strong support of OEM's and expected to reach US$ 80 billion by 2026.
because of establishing good distribution network,
Company is poised for good growth. The possible transition of the automobile industry
towards hybrids and electric vehicles will lead to
GOVERNMENT INITIATIVES: disruption in the overall automotive market. Nearly

44th Annual Report 59


50% of the domestic auto component players are productivity improvement, rejection reduction and
either making engine parts or the transmission cost reduction projects to mitigate the impact of the
drive, which will have no place in an electric car, price reduction.
which runs on batteries.
Further, lack of policy clarity or a road map for ENVIRONMENT:
implementation of Electric Vehicles is also creating The Company believes that, by nature, our
some uncertainty in the industry about the long operations have a minimal impact on the
term prospects. However, the Company is taking environment. However, we acknowledge that there
several steps to protect its long term interests. are inevitable environmental impacts associated
with daily operations. We strongly encourage the
OUTLOOK: internationally established 3 R's reduce, re-use,
The short term and medium term outlook for recycle. In the course of our operations we seek to
automotive sector in India is positive. Revival of identify opportunities to reduce/keep it at minimum
economy post demonetization, implementation of consumption of energy, water and other natural
Goods & Services Tax and growth in pace of resources. We also strive to re-use and recycle
infrastructure development should also contribute where possible and dispose of non-recyclable items
to increase in sales across all vehicle segments. responsibly, thereby minimizing impact on the
environment.
INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY: HUMAN RELATIONS, WORKERS' WELFARE,
The Company's internal control system has been INCLUSIVE DEVELOPMENT ACTIVITIES:
designed in order to provide the directors and the At your Company, we assure to provide environment
audit committee with reasonable assurance that its for continuous innovation and improvement by
assets are safeguarded, transactions are properly rewarding the employees for the dedicated efforts
authorized and recorded, material errors and made by them in achieving Company's goal. We
irregularities are either timely prevented or believe whatever we achieved from where we
detected. The internal controls system provides the started our journey long back is the result of our
board an independent, reasonable assurance of the team. So, we consistently aim to provide a
adequacy of effectiveness of the organizations risk sustainable environment for learning right from the
management, control and governance process. The stage of recruitment to retention.
board of directors continuously assesses
opportunities for improvements in business FINANCIAL STATEMENTS:
process, systems, control and also putting in place The financial statements have been prepared in
standard operating practices. accordance with the requirements of the Companies
Thus effective internal control structure has been set Act & Indian Accounting Standards as prescribed by
up in the company to enhance organizational the Government. The Board of Director believes that
performance and contribute towards it has been the objective and prudent in making
accomplishment of its objectives. estimates and judgments relating to the financial
statements and confirms that these financial
RISK & CONCERNS: statements are a true and fair presentation of the
Increase in commodity prices and also increasing company's operations of the year.
fuel process are creating some uncertainty in the
mind of consumers, affecting demand. Continuous KEY FINANCIAL RATIOS:
demand from customers for price reduction along In accordance with the SEBI (Listing Obligations and
with increase in price of raw materials may affect the Disclosure Requirements) Amendment Regulations,
margins of the Company. Company is working on

60 44th Annual Report


2018 the Company is required to give details of CAUTIONARY STATEMENT:
significant changes (changes of 25% or more as Statements made in this Management Discussion
compared to immediately previous financial year) in Analysis report describing the Company's
financial ratios are as follows. projections expectations, estimates, global
conditions, government policies etc contain forward
looking statements based upon the data available
Particulars 2020-21 2019-20
with the Company. The Company cannot guarantee
Debtors Turnover Ratio 3.99 3.27
the accuracy of assumptions and perceived
Inventory Turnover Ratio 6.67 5.73
Interest Coverage Ratio
performance of the company in future based on this
60.52 22.28
data and the assertions made in the report.
Current Ratio 2.05 3.35
Debt Equity Ratio 1.46 1.25
Therefore it is cautioned that the actual results may
materially differ from those expressed or implied in
The details of return on net worth is as follows and through this analysis.
Particulars 2020-21 2019-20
Return on net worth (%) 10.73% 5.88% SEGEMENTWISE & PRODUCTWISE PERFORMANCE:
The Company has only one segment of activity
STATUTORY COMPLIANCE: namely “Automotive Component”. Therefore,
The Chairman &Managing Director and Chief segment-wise performance is not applicable
Financial Officer makes a declaration at each Board
Meeting regarding the compliance with provisions DISCUSSION ON FINANCIAL & OPERATION
of various statutes after obtaining confirmations PERFORMANCE:
from all the units of the company. The Company During the year, Company has made turnover of Rs.
ensures compliance with SEBI regulations and 137.11 Crores as compared to Rs. 117.75 Crores
provisions of the listing agreement. during the previous financial year whereas profit
after tax for the year is Rs. 8.93 Crores as against Rs.
4.38 Crores in the previous financial year.

For and on Behalf of The


Board of Directors

Sachin Menon
Place : Kolhapur Chairman & Managing Director
Date : 10.06.2021 DIN: 00134488

44th Annual Report 61


CERTIFICATE

[Pursuant to regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)]

The Members,
Menon Pistons Limited
182, Shiroli, Kolhapur - 416122

We have examined the relevant books, papers, minutes books, forms and returns filed, Notices received from the
Directors during the last financial Year, and other records maintained by the Company and also the information
provided by the Company, its officers, agents and authorised representatives of (Menon Pistons Limited, CIN:
L34300MH1977PLC019823) having its Registered office at 182, Shiroli, Kolhapur - 416122 for the purpose of issue
of a Certificate, in accordance with Regulation 34 (3) read with Schedule V Para-C Sub clause 10 (i) of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 (LODR), as amended
vide notification no SEBI/LAD/NRO/GN/2018/10 dated May 9 , 2018 issued by SEBI.

In our opinion and to the best of our knowledge and based on such examination as well as information and
explanations furnished to us, which to the best of our knowledge and belief were necessary for the purpose of
issue of this certificate and based on such verification as considered necessary, we hereby certify that None of the
Directors as stated below who are on the Board of the Company as on 31 March 2021 have been debarred or
disqualified from being appointed or continuing as Directors of the Companies by SEBI / Ministry of Corporate
Affairs or any such other statutory authority.

Sr.No DIN Name of the Director Designation Date of Appointment


1 00134488 Mr. Sachin Ram Menon Managing Director 15/06/1991
2 00205336 Mr. Ajitkumar Srinivasan Belur Director 28/12/2005
3 00626827 Mr. Ramesh Dattatraya Dixit Director 10/02/1981
4 08926541 Neha Avinash Marathe Additional Director 01/11/2020
5 08716109 Shrikant Raghunath Sambhoos Director 11/03/2020
6 00233322 Subhash Gundappa Kutte Director 10/05/2019

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the
efficiency or effectiveness with which the management has conducted the affairs of the Company.

For DVD & Associates


Company Secretaries

__________________
Devendra Deshpande
Proprietor
FCS 6099, CP 6515
Place: Kolhapur PR NO 1164 / 2021
Date: 10.06.2021 UDIN : F006099C000441919

62 44th Annual Report


INDEPENDENT AUDITOR'S REPORT
To the Members of Menon Pistons Limited
Report on the Indian Accounting Standards (Ind AS) Financial Statements
Opinion

We have audited the Ind AS Financial Statements of Menon Pistons Limited (“the Company”), which
comprise the Balance Sheet as at March 31, 2021, and the Statement of Profit and Loss (including Other
Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then
ended, and notes to the Financial Statements, including a summary of Significant Accounting Policies and
other explanatory information (hereinafter referred to as “the Ind AS Financial Statements”)

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
Financial Statements give the information required by the Companies Act, 2013 ('the Act') in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2021, and its profit (including Other
Comprehensive Income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10)
of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities
for the Audit of the Ind AS Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the Ind AS Financial Statements under the
provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the Ind AS financial statements of the current period. These matters were addressed in the context of our
audit of the Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. Following is the Key Audit Matter identified which is of most
significance:

* Trade Receivables:

The Company has trade receivables of Rs. 4047.22 lakhs at the year-end (refer note 7 to the financial
statements) which amount to 33.18% of the total assets of the company. The recoverability of trade
receivables and the valuation of the allowances for impairment of trade receivables is a key audit matter due
to the management judgement involved.

Principal Audit procedures performed:

* Obtaining an understanding of and assessing the design, implementation and operating effectiveness of

44th Annual Report 63


the Company's key internal controls over the expected credit loss (ECL) policy of estimating the loss
allowance for trade receivables including adherence to the requirements of the relevant Indian accounting
standards.

* Assessing the company's ECL policy for provisioning towards trade receivables.

* Understanding the key inputs used in the ECL policy by the company such as repayment history, terms of
underlining arrangements, overdue balances, market conditions, expert's opinion etc.

* Obtaining an understanding and assessing the reasonableness of the key outputs derived from
provisioning ECL policy, as well as key judgements and assumptions used by the management.

* Disclosure requirements as per schedule III of the companies act were verified.

* Obtaining balance confirmation from debtors on sample basis and matching payable balances in this
confirmation with the receivable balances of the company and addressing the reconciliation item.

* Performed on a sample basis subsequent receipt testing of trade receivable balances post year end.

* Discussion with management about status and prospects of suits filled for receivables and assessment
of requirement for provisioning.

Other Information

The Company's Board of Directors is responsible for the other information. The other information comprises
the information included in the corporate governance, management analysis and directors report, but does
not include the Ind AS Financial Statements, Secretarial Report and our auditor's report thereon, which we
obtained prior to the date of this auditor's report.

Our opinion on the Ind AS Financial Statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of the Financial Statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the IND AS Financial
Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other
information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with
respect to the preparation of these Ind AS Financial Statements that give a true and fair view of the financial
position, financial performance (including other comprehensive income), changes in equity and cash flows of
the Company in accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the assets of the

64 44th Annual Report


Company and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the Financial Statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the Financial Statements, the management is responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
scepticism throughout the audit.

We also:

* Identify and assess the risks of material misstatement of the Ind AS Financial Statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

* Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for
expressing our opinion on whether the Company has adequate internal financial controls system in
place and the operating effectiveness of such controls.

* Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

* Conclude on the appropriateness of management's use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to
the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's
report. However, future events or conditions may cause the Company to cease to continue as a going

44th Annual Report 65


concern.

* Evaluate the overall presentation, structure and content of the Financial Statements, including the
disclosures, and whether the Financial Statements represent the underlying transactions and events in a
manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the Ind AS Financial Statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A; a
statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the
Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards
specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015,
as amended.

e) On the basis of the written representations received from the directors as on March 31, 2021 taken on
record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being
appointed as a director in terms of Section 164 (2) of the Act.

66 44th Annual Report


f) With respect to the adequacy of the internal financial controls with reference to financial statements of
the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure
B”.

g) As required by section 197 (16) of the Act; in our opinion and according to information and explanation
provided to us, the remuneration paid/provided by the company to its directors is in accordance with
the provisions of section 197 of the Act and remuneration paid/provided to its directors is not in excess
of the limit laid down under this section.

h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its Financial
Statements – Refer Note no.33 to the financial statements;

(ii) The Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses as at 31st March 2021.

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education
and Protection Fund by the Company.

For P G BHAGWAT LLP


Chartered Accountants
FRN- 101118W/W100682

Akshay B. Kotkar
Partner
Place : Kolhapur Membership No. 140581
Date : 10 June 2021 UDIN : 21140581AAAADN3659

44th Annual Report 67


Annexure A to Independent Auditors' Report
Referred to in paragraph 1 of our Report on Other Legal and Regulatory Requirements of even
date to the Members of Menon Pistons Limited.
I. (a) The Company is maintaining proper records showing full particulars, including quantitative details and
situation, of fixed assets.

(b) The fixed assets of the Company have been physically verified by the Management during the year and
no material discrepancies have been noticed on such verification. In our opinion, the frequency of
verification is reasonable.

(c) The title deeds of immovable properties, as disclosed in Note 1on Property Plant and Equipment to the
financial statements, are held in the name of the Company.

ii. The physical verification of inventory [excluding stocks with third parties] have been conducted at
reasonable intervals by the Management during the year. In respect of inventory lying with third
parties, these have substantially been confirmed by them. The discrepancies noticed on physical
verification of inventory as compared to book records were not material and have been appropriately
dealt with in the books of accounts.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability
Partnerships or other parties covered in the register maintained under Section 189 of the Act.
Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to
the Company.

iv. The Company has not granted any loans, or provided any guarantees or security to the parties covered
under Section 185 and 186. However, the company has complied with the provisions of Section 185
and 186 of The Companies Act 2013, in case of investments made by it.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75
and 76 of the Act and the Rules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain
cost records as specified under Section 148(1) of the Act in respect of its products.We have broadly
reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have
been made and maintained. We have not, however, made a detailed examination of the records with a
view to determine whether they are accurate or complete.

vii. (a) According to information and explanation given to us, the Company is generally regular in depositing
undisputed statutory dues with appropriate authorities including Provident Fund, Employees' State
Insurance, Income Tax, Duty of Customs, Goods and Service tax, Cess and any other statutory dues
applicable to it.

(b) According to information and explanations provided to us, no disputed amounts payable in respect of
Provident Fund, Employees' state insurance, Income Tax, Goods and Service Tax, Duty of Custom, Cess
and Other Statutory Dues were outstanding, at the year end, for a period of more than six months from
the date they became payable.

(c) According to the information and explanations given to us and the records of the Company examined by
us, the particulars of dues of income tax, sales tax, service tax, duty of customs, duty of excise, value
added tax, Goods and Service Tax, as at 31 March 2021 which have not been deposited on account of
a dispute, are as follows:.

68 44th Annual Report


Name of the Amount Period to which the Forum where the
Nature of dues
statute (Rs. In lakhs) amount relates dispute is pending

Service Tax Act Disallowed credit 3.31 2008-09 CCE (Appeals)


on RCM Pune-II.

Service Tax Act Disallowed credit 0.96 2009-10 CCE (Appeals)


on RCM Pune-II.

The Central Sales Disallowance on non- 5.51 2014-15 Joint Commissioner


Tax Act receipt of forms of State Tax Kol-App-F-
001 Kolhapur
The Maharashtra Disallowance of credit 8.89 2014-15 Joint Commissioner
Value Added of State Tax Kol-
Tax Act App-F-001 Kolhapur
The Central Sales Excess sales demand 187.36 2015-16 Joint Commissioner of
Tax Act State Tax Kol-
App-F-001 Kolhapur

The Maharashtra Disallowance of credit 49.41 2015-16 Joint Commissioner of


Value Added State Tax Kol-
Tax Act App-F-001 Kolhapur

viii. According to the records of the Company examined by us and the information and explanation given to us,
the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or
Government or dues to debenture holders as at the balance sheet date.

ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt
instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to
the Company.

x. During the course of our examination of the books and records of the Company, carried out in accordance
with the generally accepted auditing practices in India, and according to the information and explanations
given to us, we have neither come across any instance of fraud by the Company or on the Company by its
officers or employees, noticed or reported during the year, nor have we been informed of any such case by
the Management.

xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals
mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of
Clause 3(xii) of the Order are not applicable to the Company.

44th Annual Report 69


xiii. The Company has entered into transactions with related parties in compliance with the provisions of
Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the
financial statements as required under Ind AS 24, Related Party Disclosures specified under Section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the
Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its directors or persons connected with
him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company

For P G BHAGWAT LLP


Chartered Accountants
FRN- 101118W /W100682

Akshay B. Kotkar
Partner
Place : Kolhapur Membership No. 140581
Date : 10 June 2021 UDIN : 21140581AAAADN3659

70 44th Annual Report


Annexure - B to the Auditor's Report

(Referred to in paragraph 2(f) of our Report on Other Legal and Regulatory Requirements of even date to
the Members of Menon Pistons Limited)

Report on the Internal Financial Controls with reference to Standalone Ind AS Financial Statements
under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to Ind AS Financial Statements of Menon
Pistons Limited (“the Company”) as of 31 March, 2021 in conjunction with our audit of the Ind AS financial
statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based
on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over
Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities
include the design, implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to
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, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls with reference to
financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on
Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on
Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to
the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial
Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the
Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether internal financial controls with reference to Financial Statements were
established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the existence of the internal
financial controls with reference to financial statements and their operating effectiveness. Our audit of
internal financial controls with reference to Financial Statements included obtaining an understanding of
internal financial controls with reference to Financial Statements, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the
risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the Company's internal financial controls with reference to financial statements.

44th Annual Report 71


Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A Company's internal
financial control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's
assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting with reference to
Standalone Ind AS Financial Statements, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting with reference to
Standalone Ind AS Financial Statements to future periods are subject to the risk that the internal financial
control over financial reporting with reference to Standalone Ind AS Financial Statements may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference
to financial statements and such internal financial controls were operating effectively as at March 31, 2021,
based on the internal control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For P G BHAGWAT LLP


Chartered Accountants
FRN- 101118W/W100682

Akshay B. Kotkar
Partner
Place : Kolhapur Membership No. 140581
Date : 10 June 2021 UDIN : 21140581AAAADN3659

72 44th Annual Report


Balance Sheet
As at March 31, 2021
(Rs. in Lakhs)
As at As at
Particulars Notes
March 31, 2021 March 31, 2020
ASSETS
I. Non-current assets 4,562.30 3,718.39
(a) Property, plant and equipment 1 3,414.89 3,136.37
(b) Capital work-in-progress - -
(c) Investment properties - -
(d) Other intangible assets 1 12.73 18.76
(e) Right of use assets 1 32.72 7.36
(f) Intangible assets under development -
(g) Financial assets
(i) Investments 2 0.37 0.37
(ii) Trade receivables - -
(iii) Loans 3 167.28 159.49
(iv) Other financial assets 4 28.00 -
(h) Deferred tax assets (net) - -
(i) Other non-current assets 5 906.31 396.04

II. Current assets 7,635.13 5,577.70


(a) Inventories 6 2,054.50 2,053.87
(b) Financial assets
(i) Investments - -
(ii) Trade receivables 7 4,047.22 2,826.34
(iii) Cash and cash equivalents 8a 1,266.64 240.10
(iv) Bank balance other than (iii) above 8b 31.09 198.62
(v) Loans 9 8.99 11.57
(vi) Other financial assets 10 10.30 12.75
(c) Other current assets 11 216.39 234.45

Total Assets 12,197.42 9,296.09

EQUITY AND LIABILITIES

Equity 8,326.70 7,456.71


(a) Equity Share Capital 12 510.00 510.00
(b) Other Equity
Capital Reserve 13 - -
General Reserve 13 1,149.55 1,149.55
Securities Premium 13 807.50 807.50
Retained Earnings 13 5,859.65 4,989.66

44th Annual Report 73


As at As at
Particulars Notes
March 31, 2021 March 31, 2020
LIABILITIES
iI. Non-current liabilities 141.63 175.81
(a) Financial liabilities
(i) Borrowings - -
(ii) Trade Payables - -
(III) Other Financial Liabilities 14 11.68 -
(b) Long-term provisions 15 70.43 64.00
(c) Deferred tax liabilities (net) 16 59.52 111.81
(d) Other non-current liabilities - -
II. Current liabilities 3,729.08 1,663.57
(a) Financial liabilities
(i) Borrowings 17 1,073.66 402.84
(ii) Trade and other payables
(a) Total outstanding dues of micro
and small enterprises 18 445.80 228.89
(b) Total outstanding dues other
than (ii) (a) above 18 1,228.42 503.72
(iii) Other financial liabilities 19 849.76 490.34
(b) Contract liabilities
(c) Other current liabilities 20 104.59 27.84
(d) Short-term provisions 21 9.28 9.94
(e) Current Tax Liability (Net) 30 17.57 -
Total Equity and Liabilities 12,197.42 9,296.09
Corporate Information 31
Significant accounting policies 32
The accompanying notes are an integral part of the financial statements. (31-46)

As per our report of even date For and on behalf of the Board of Directors of
P G BHAGWAT LLP Menon Pistons Limited
Chartered Accountants
FRN: 101118W/W100682

Mr. Akshay B. Kotkar Mr. Sachin Menon Mr. R. D. Dixit


Partner Chairman & Managing Director Director
Membership No.140581 DIN:00134488 DIN:00626827
UDIN : 21140581AAAADN3659

Place : Kolhapur Mr. S.B.P. Kulkarni Mr. Deepak Suryavanshi


Date : June 10, 2021 CFO & Associate Vice President Company Secretary

74 44th Annual Report


Statement of Profit and Loss
For the year ended March 31, 2021
(Rs. in Lakhs)
For the For the
Particulars Notes year ended year ended
March 31, 2021 March 31, 2020

Income
Revenue from operations 22 13,710.94 11,775.06
Other income 23 58.62 42.92

Total Income 13,769.56 11,817.98

Expenses
Cost of Raw Materials and Components Consumed 24 5,537.98 4,932.77
Purchase of traded goods - -
Changes in inventories of finished goods, Work in -
Progress and traded goods 25 303.23 (476.41)
Employee benefit expenses 26 1,639.35 1,799.45
Finance costs 27 20.25 26.16
Depreciation and amortisation expense 28 526.80 533.15
Other expenses 29 4,536.77 4,446.29

Total expenses 12,564.38 11,261.41

Profit/ (loss) before exceptional items and tax 1,205.18 556.57


Exceptional items [Income / (Expense)] - -

Profit before tax 1,205.18 556.57

Tax expense 30 311.62 117.99


Current tax 373.00 170.00
Taxes related to earlier years (17.01) -
Deferred tax (44.36) (52.01)

Profit for the year 893.56 438.58

Other comprehensive income


Items not to be reclassified to Profit or Loss (net of tax)
in subsequent periods : (23.57) (12.92)
Re-measurements of Post Employment obligations (31.50) (17.26)
Income tax effect on above 7.93 4.34

Total comprehensive income for the year, net of tax 869.99 425.66

44th Annual Report 75


(Rs. in Lakhs)
For the For the
Particulars Notes year ended year ended
March 31, 2021 March 31, 2020
Earnings per equity share 36
Nominal value per share Re.1/- (March 31, 2021 : Re.1/-)

Basic 1.75 0.86


Diluted 1.75 0.86
Corporate Information 31
Significant accounting policies 32
The accompanying notes are an integral part of the financial statements. (31-46)

As per our report of even date For and on behalf of the Board of Directors of
P G BHAGWAT LLP Menon Pistons Limited
Chartered Accountants
FRN:101118W/W100682

Mr. Akshay B. Kotkar Mr. Sachin Menon Mr. R. D. Dixit


Partner Chairman & Managing Director Director
Membership No.140581 DIN:00134488 DIN:00626827
UDIN : 21140581AAAADN3659

Place : Kolhapur Mr. S.B.P. Kulkarni Mr. Deepak Suryavanshi


Date : June 10, 2021 CFO & Associate Vice President Company Secretary

76 44th Annual Report


Cash Flow Statement
For the year ended on March 31, 2021 (Rs. in Lakhs)

For the year ended For the year ended


Particulars March 31, 2021 March 31, 2020
A Cash flows from operating activities
NET PROFIT BEFORE TAXES 1,205.18 556.57
Adjustments for :-
Depreciation 526.80 533.15
Debit Balances Written off 20.47 -
Assets written off - -
Interest income (35.52) (15.81)
Interest expenses 18.16 24.46
Interest on lease liability 2.09 1.70
Dividend received - (0.04)
Credit Balances Written back - (5.63)
Profit on Sale of Assets (0.74) (0.23)
Operating profits before working capital changes 1,736.44 1,094.17
Adjustments for :-
(Increase)/decrease in trade and other receivables (1,274.88) 1,499.38
(Increase)/decrease in Inventories (0.63) (383.12)
Increase/(decrease) in trade and other payables 1,087.44 (612.58)
Cash generated from operations 1,548.37 1,597.85
Income tax paid (255.19) (213.37)
Net cash from operating activities 1,293.18 1,384.48
B Cash flows from investing activities
Payments for PPE and Intangible assets (1,078.32) (530.32)
Proceeds from sale of PPE 0.94 0.23
(Increase)decrease in fixed deposits 136.81 (145.34)
Investment in right of use asset (21.24) (18.48)
Interest received 37.97 11.74
Dividend received - 0.04
Net cash from investing activities (923.84) (682.13)

C Cash flows from financing activities


- -
Proceeds from long term borrowings
- -
Repayment of long term borrowings
670.82 158.01
Increase/(Decrease) in Short term Borrowings
(13.62) (25.50)
Interest paid
- (732.43)
Dividend and dividend distribution tax
657.20 (599.92)
Net cash from financing activities
Net increase in cash and cash equivalents
1,026.54 102.43
Cash and cash equivalents at beginning of period
240.10 137.67
(refer note 7a)
Cash and cash equivalents at the end of period
1,266.64 240.10
(refer note 7a)

44th Annual Report 77


Notes to Cash Flow Statement
1 Cash Flow Statement has been prepared under indirect method set out in Ind AS-7 Statement of Cash
Flows.
2 For Net-debt Reconciliation Statement refer note-17
3 For Company's Policy on Cash and Cash equivalents refer note 32.6 of Significant Accounting Policies.

As per our report of even date For and on behalf of the Board of Directors of
P G BHAGWAT LLP Menon Pistons Limited
Chartered Accountants
FRN:101118W/W100682

Mr. Akshay B. Kotkar Mr. Sachin Menon Mr. R. D. Dixit


Partner Chairman & Managing Director Director
Membership No.140581 DIN:00134488 DIN:00626827
UDIN : 21140581AAAADN3659

Place : Kolhapur Mr. S.B.P. Kulkarni Mr. Deepak Suryavanshi


Date : June 10, 2021 CFO & Associate Vice President Company Secretary

78 44th Annual Report


Statement of changes in Equity for the year ended March 31, 2021
A. Equity Share Capital ((Refer Note 12) (Rs. in Lakhs)

Equity Shares issued, subscribed and fully paid No. of Shares Amount
As at April 1, 2019 5,10,00,000 510.00
Issue/Reduction, if any during the year - -
As at March 31, 2020 5,10,00,000 510.00
Issue/Reduction, if any during the year - -
As at March 31, 2021 5,10,00,000 510.00
B. Other Equity ((Refer Note 13) (Rs. in Lakhs)
Reserves and Surplus
Particulars Capital General Securities Retained Total
Reserve Reserve Premium Earnings equity
As at April 1, 2019 50.66 1,098.89 807.50 5,304.57 7,261.62
Profit for the Year - - - 438.57 438.57
Other Comprehensive income for the year - - - (12.92) (12.92)
Total Comprehensive Income for the Year - - - 425.65 425.65

Transfer to General Reserve (50.66) 50.66 - - -


Net Impact on account of adoption of Ind AS 116 (Net of Tax) - - - (2.77) (2.77)
Final Dividend for the year ended March 31, 2019 - - - (382.50) (382.50)
Tax on final dividend for the year ended March 31, 2019 - - - (78.62) (78.62)
Final Dividend for year ended March 31, 2020 - - - (229.50) (229.50)
Tax on final dividend for the year ended March 31, 2020 - - - (47.17) (47.17)
As at March 31, 2020 0.00 1,149.55 807.50 4,989.66 6,946.71
Profit for the Year - - - 893.56 893.56
Other Comprehensive income for the year - - - (23.57) (23.57)
Total Comprehensive income for the year - - - 869.99 869.99
Transfer to General Reserve - - - - -
Net Impact on account of adoption of Ind AS 116 (Net of Tax) - - - - -
Final Dividend for year ended March 31, 2020 - - - - -
Tax on final dividend for the year ended March 31, 2020 - - - - -
Interim Dividend for year ended March 31, 2021 - - - - -
Tax on Interim dividend for the year ended March 31, 2021 - - - - -
As at March 31, 2021 0.00 1,149.55 807.50 5,859.65 7,816.70
The accompanying notes are an integral part of the financial statements.
As per our report of even date For and on behalf of the Board of Directors of
P G BHAGWAT LLP Menon Pistons Limited
Chartered Accountants
FRN:101118W/W100682
Mr. Akshay B. Kotkar Mr. Sachin Menon Mr. R. D. Dixit
Partner Chairman & Managing Director Director
Membership No.140581 DIN:00134488 DIN:00626827
UDIN : 21140581AAAADN3659
Place : Kolhapur Mr. S.B.P. Kulkarni Mr.Deepak Suryavanshi
Date : June 10, 2021 CFO & Associate Vice President Company Secretary

44th Annual Report 79


Notes to Financial Statements

80
Note 1: Property, Plant and Equipments, Intangible Assets and Right of use Assets (Rs. in Lakhs)
Tangible Assets (Owned) Intangible
Leased Asset
Asset
Grand
Land Plant & Electrical Furnitu- Office Land Right of
Particulars Compu Softwa- Total
Free Building Equipm- Install- re & Equipm- Vehicles Total Lease Use asset
ter (Building) res
hold ent ation Fixtures ents hold
Gross Block
As at April 1, 2019 3.76 1,310.03 7,617.10 135.73 648.30 207.15 137.18 98.50 10,157.74 4.76 - 72.72 10,235.22
Reclassified on account on
adoption of Ind AS 116 - - - - - - - - - - 22.08 - 22.08
Additions - 11.79 404.73 12.88 1.64 62.57 18.89 20.66 533.16 - - 13.31 546.47
Disposals - - - - - - - 4.20 4.20 - - - 4.20
Impairment of asset - - - - - - - - - - - -
As at March 31, 2020 3.76 1,321.82 8,021.83 148.61 649.93 269.72 156.07 114.96 10,686.70 4.76 22.08 86.04 10,777.50
Additions 118.30 14.00 506.97 5.55 63.02 60.82 9.06 - 777.71 - 43.62 3.52 824.85
Disposals - - - 0.31 - - - 4.20 4.51 - - - 4.51
Impairment of asset - - - - - - - - - - - - -
As at March 31, 2021 122.06 1,335.81 8,528.79 153.85 712.95 330.55 165.13 110.76 11,459.90 4.76 65.70 89.55 11,597.84

Depreciation/Amortisation
As at April 1, 2019 - 544.18 5,619.43 118.44 503.44 111.12 95.07 59.50 7,051.17 0.17 - 56.78 7,108.12

44th Annual Report


Charge for the year - 40.19 388.36 8.27 37.47 15.30 9.73 8.62 507.94 0.01 14.72 10.49 533.15
Depreciation on disposal - - - - - - - 4.20 4.20 - - - 4.20
As at March 31, 2020 - 584.37 6,007.79 126.72 540.91 126.41 104.80 63.92 7,554.92 0.18 14.72 67.27 7,637.08
Charge for the year - 36.51 377.82 7.92 37.31 19.05 11.96 8.41 498.98 0.01 18.26 9.55 526.80
Depreciation on disposal - - - 0.11 - - - 4.20 4.31 - - - 4.31
As at March 31, 2021 - 620.88 6,385.60 134.54 578.22 145.47 116.76 68.13 8,049.59 0.18 32.98 76.82 8,159.58

Net block
At March 31, 2021 122.06 714.93 2,143.19 19.31 134.73 185.08 48.37 42.64 3,410.31 4.58 32.72 12.73 3,460.34
At March 31, 2020 3.76 737.44 2,014.04 21.89 109.02 143.31 51.28 51.04 3,131.79 4.59 7.36 18.76 3,162.49
-
Notes:
1) Contractual obligations :
Refer note no 34 for estimated amount of contract remaining to be executed on capital account.
2) Impairment loss :
No Provision for Impairment loss is made during the year.
3) PPE pledged as security :
Company has hypothecated Property, Plant and Equipments (excluding vehicles) & Land and Building situated at 182, Shiroli,
Kolhapur & at H-1, MIDC, Kupwad, Sangli, against the Borrowings from IDBI Bank.
4) Capital work in progress / Intangible asset under development: Nil; Previous year - Nil
5) For depreciation and amortisation refer accounting policy (Note 32.7).
Notes to the Financial Statements (Rs. in Lakhs)
Par / Face Value As at March 31, As at March 31,
Note 2 :
Per Unit 2021 2020
Non-current investments
Rs. Numbers Rs. in Lakhs Numbers Rs. in Lakhs
At Fa i r va l u e t h ro u g h O t h e r
Comprehensive Income (FVTOCI)

Investment
In Unquoted Equity Instruments
Shree Warna Sahakari Bank Ltd 10.00 3,675 0.37 3,675 0.37
Total 0.37 0.37
Aggregate amount of quoted Investments - -
Aggregate amount of unquoted Investments 0.37 0.37
Aggregate amount of impairment loss - -

1. Refer Note-40 for Financial assets at fair value through other comprehensive income- unquoted equity
instruments.
2. Refer Note 40A on risk management objectives and policies for financial instruments.
(Rs. in Lakhs)
Note 3 : As at March 31, As at March 31,
Loans (Non current) 2021 2020
Security Deposits 167.28 159.49

Break-up for security details : 167.28 159.49


Secured, Considered good - -
Unsecured, Considered good 167.28 159.49
Significant Increase in credit risk - -
Credit Impaired - -
Less : Loss Allowance - -
TOTAL 167.28 159.49
Deposits are measured at amortised cost.
(Rs. in Lakhs)
Note 4 : As at March 31, As at March 31,
Other financial assets (Non Current) 2021 2020
Non Current :
Others :

Fixed Deposit with Maturity of more than 12 months 28.00 -


TOTAL 28.00 -

1. Other financial assets are measured at amortised cost.


2. Refer Note 40 A on risk management objectives and policies for financial instruments.

44th Annual Report 81


Notes to the Financial Statements (Rs. in Lakhs)
Note 5 : As at March 31, As at March 31,
Other non-current assets 2021 2020
Capital Advance 687.46 108.82
To Related Parties 52.18 81.15
To Others 631.68 27.67
To MSME 3.60 -

Sales Tax /VAT (paid under protest) 14.88 -


Tax paid in advance ( Net of Provision ) 201.95 285.18
Other Non Current assets 2.03 2.03
TOTAL 906.31 396.04
Advance to Directors or to firm / Private company where
52.18 81.15
Director is interested
(Rs. in Lakhs)
Note 6 : As at March 31, As at March 31,
Inventories 2021 2020
Raw Materials and Components 561.30 249.96

Work in Progress 464.82 301.91

Finished Goods 645.37 1,111.51


Finished goods 572.62 1,058.25
Finished goods in transit 72.75 53.26

Stores and Spares 383.01 390.49


TOTAL 2,054.50 2,053.87
(Rs. in Lakhs)
Note 7 : As at March 31, As at March 31,
Trade receivables 2021 2020
Trade Receivables 4,047.22 2,826.34
From Related Parties (Refer to note 38b) 1,632.40 745.44
From others 2,414.82 2,080.90

Break-up for security details : 4,047.22 2,826.34


Secured, Considered good - -
Unsecured, Considered good 4,047.22 2,826.34
TOTAL 4,047.22 2,826.34
Debts due from firms or private companies in which any director
1,632.40 745.44
is a partner, a director or a member

82 44th Annual Report


Notes to the Financial Statements
1. Trade receivables are measured at amortised cost.
2. No Trade or other receivable are due from directors or other officers of the Company either severally or
jointly with any other person.
3. Trade receivables are non-interest bearing and are generally on terms of 30 to 75 days.
4. Refer Note 40A & 40B on credit risk of trade receivable, which explains how the Company manages and
measures credit quality of trade receivables that are neither past due nor impaired.
(Rs. in Lakhs)
Note 8a : As at March 31, As at March 31,
Cash and cash equivalents 2021 2020
Cash on hand 3.89 4.23
Balance with Bank
Current accounts 549.87 170.95
Cheques in Hand - 52.54
Deposits with original maturity of less than 3 months 712.88 12.38

TOTAL 1,266.64 240.10


(Rs. in Lakhs)
Note 8b : As at March 31, As at March 31,
Other bank balances 2021 2020
Unpaid dividend accounts 17.90 20.62
Deposits with original maturity of more than 13.19 178.00
three months but less than 12 months
TOTAL 31.09 198.62
Refer Note 40A on risk management objectives and policies for financial instruments.
(Rs. in Lakhs)
Note 9 : As at March 31, As at March 31,
Loans (Current) 2021 2020
Security Deposits 8.99 11.57

Break-up for security details : 8.99 11.57


Secured, Considered good - -
Unsecured, Considered good - 11.57
TOTAL 8.99 11.57
1. Deposits are measured at amortised cost.
(Rs. in Lakhs)
Note 10: As at March 31, As at March 31,
Other financial assets (Current ) 2021 2020
Current :
Others:
Interest receivable on Deposits 10.30 12.75
TOTAL 10.30 12.75

44th Annual Report 83


Notes to the Financial Statements

1. Other financial assets are measured at amortised cost.


2. Refer Note 40 A on risk management objectives and policies for financial instruments.
(Rs. in Lakhs)
Note 11 : As at March 31, As at March 31,
Other current assets 2021 2020
Advances to Suppliers & others 80.20 33.44
Unsecured, Considered Good
Related Parties 5.81 5.81
Others 74.39 27.63
MSME -

Claims receivable 15.72 15.72


Sales tax / VAT / service tax receivable (net) 15.72 15.72

Prepaid Expenses 76.81 71.32


Advances to Staff 5.65 10.17
Employee Benefit Obligation- Gratuity (Refer Note 37) 2.72 48.48
GST Receivable 17.51 34.85
Other Current Asset 17.78 20.46
TOTAL 216.39 234.45

Note 12 : Share capital No. of shares Rs in Lakhs


Authorised share capital
As at April 1, 2019 5,50,00,000 550.00
Increase/(decrease) during the year - -
As at March 31, 2020 5,50,00,000 550.00
Increase/(decrease) during the year - -
As at March 31, 2021 5,50,00,000 550.00
Issued share capital
As at April 1, 2019 5,10,00,000 510.00
Increase/(decrease) during the year - -
As at March 31, 2020 5,10,00,000 510.00
Increase/(decrease) during the year - -
As at March 31, 2021 5,10,00,000 510.00
Subscribed and fully paid up
As at April 1, 2019 5,10,00,000 510.00
Increase/(decrease) during the year - -
As at March 31, 2020 5,10,00,000 510.00
Increase/(decrease) during the year - -
As at March 31, 2021 5,10,00,000 510.00

84 44th Annual Report


Notes to the Financial Statements
1. Terms/Rights attached to the equity shares
a. The Company has only one class of equity shares having a par value of Re.1/-each. Each equity shareholder
is entitled to one vote per share and has a right to receive dividend as recommended by Board of Directors
subject to the necessary approval from the shareholders. The Company declares and pays dividend in
Indian Rupees.

2. Number of Shares held by each shareholder holding more than 5% Shares in the Company
As at March 31, 2021 As at March 31, 2020
Name of the Shareholder No. of Share No. of Share
shares holding % shares holding %

Sachin Ram Menon 10,701,660 20.98% 10,701,660 20.98%


Gayatri Sachin Menon 7,242,832 14.20% 7,242,832 14.20%
Radhamani Ram Menon 3,700,000 7.25% 3,700,000 7.25%
Devika Sachin Menon 4,208,664 8.25% 4,208,664 8.25%
Sharanya Sachin Menon 4,208,664 8.25% 4,208,664 8.25%
Nivedita Sachin Menon 4,208,660 8.25% 4,208,660 8.25%
Menon Metals & Alloys LLP 3,657,430 7.17% 3,657,430 7.17%

As per records of the company, including its register of shareholders and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial
ownerships of shares.

3. Aggregate number of bonus shares issued, share issued for consideration other than cash and shares
bought back during the period of five years immediately preceding the reporting date:
(a) The Company has not issued any shares without payment being received in cash.
(b) The Company has not issued any bonus shares.
(c)The Company has not undertaken any buyback of shares.

44th Annual Report 85


Notes to the Financial Statements
(Rs. in Lakhs)
Note 13: As at March 31, As at March 31,
Other Equity 2021 2020
Capital Reserve - -
Opening Balance - 50.66
Less: Transferred to General reserve - (50.66)
Securities Premium 807.50 807.50
General Reserve 1,149.55 1,149.55
Opening balance 1,149.55 1,098.89
Add: Transferred from Capital Reserve - 50.66

Retained Earnings 5,859.65 4,989.66


Opening Balance 4,989.66 5,304.56
Add : Profit for the year 893.56 438.57
Add : Other Comprehensive income/( loss ) (23.57) (12.91)
Add : Impact on account adoption of Ind AS 116
(transitional effect) - (3.70)
Less: Tax thereon - 0.93

Less : Appropriations
Dividend Paid - (612.00)
Tax on Dividend - (125.80)
TOTAL 7,816.70 6,946.71

1. Dividend distribution made and proposed.

Particulars 2020-2021 2019-2020


Cash dividends on Equity shares declared and paid
Final dividend for the year ended March 31, 2020:
Rs. Nil Per share ( March 31, 2019 : Rs. 0.75 Per share ) - 382.50
Dividend distribution tax on final dividend - 78.62

Interim Dividend for the year ended March 31, 2021;


Rs. Nil Per share ( March 31, 2020 : Re. 0.45 Per Share) - 229.50
Dividend distribution tax on interim dividend - 47.17
- 737.80
Proposed dividends on Equity shares
Final cash dividend proposed for the year ended March 31,2021 510.00 -
Re 1 per share ( March 31, 2020: Rs Nil per share) - -

510.00 -

86 44th Annual Report


Notes to the Financial Statements
Proposed dividend on equity shares are subject to approval of the shareholders of the Company at the annual
general meeting and are not recognised as a liability ( including taxes thereon ) as at March 31, 2021 and
March 31, 2020.As per the Finance Act 2020, dividend distribution tax under both the Section 115-O &
115BBDA of the Income Tax Act 1961, has been abolished

2. Nature and purpose of other reserves

A. General reserve:
General reserve is created by setting aside amount from the Retained Earnings of the Company for
general purposes which is freely available for distribution.
B. Securities Premium:
Securities premium is a premium collected above face value on issue of shares. The reserve can be utilised
in accordance with the provisions of the Act.
(Rs. in Lakhs)
Note 14 : As at March 31, As at March 31,
Other Financial Liabilities (Non Current) 2021 2020

(i) Lease liabilities 11.68 -

TOTAL 11.68 -
(Rs. in Lakhs)
Note 15 : As at March 31, As at March 31,
Long-term provisions 2021 2020
Provision for employee benefits
Provision for leave encashment (Refer note no. 45) 70.43 64.00

TOTAL 70.43 64.00


(Rs. in Lakhs)
Note 16: As at March 31, As at March 31,
Deferred tax liability (net) 2021 2020
Deferred Tax Liability 123.19 181.27
Property, Plant & Equipments & Intangible Assets 122.50 169.07
Provision for Gratuity 0.69 12.20

Less : Deferred Tax Assets (63.67) (69.46)


Disallowances u/s 43 B of Income Tax Act. (55.24) (66.27)
Others (8.42) (3.19)

TOTAL 59.52 111.81

44th Annual Report 87


Notes to the Financial Statements
1. Reconciliation of deferred tax (assets) / liabilities, net (Rs. in Lakhs)
As at March 31, As at March 31,
Particulars
2021 2020
Opening balance as of April 1, 2020 111.81 169.10

Tax (income)/expense during the year recognised in profit or loss (44.36) (52.01)
Tax (income)/expense during the year recognised in OCI (7.93) (4.34)
Tax (income)/expense during the year recognised in Reserves - (0.93)
& Surplus

Closing balance as at March 31, 2021 59.52 111.81

2. The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current
tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income
taxes levied by the same tax authority.
3. Applicable tax rate for current year is 25.168% ( compared to the previous year 31st March 2020 : 25.168%)
(Rs. in Lakhs)
Note 17 : Interest As at March 31, As at March 31,
Borrowings Rate 2021 2020
Secured
Loans repayable on demand
From Banks
Cash credit RLLR (Y) +0.40 % 1,079.57 404.22
Less: Interest accrued but not due (Note - 19) (5.91) (1.38)
TOTAL 1,073.66 402.84
Aggregate secured borrowings 1,073.66 402.84
Aggregate unsecured borrowings - -
1. Borrowings are measured at amortised cost.

2. The cash credit is secured by first charge by way of hypothecation of current assets including inventories
and trade receivables. Further, it is collaterally secured by way of equitable mortgage of Land & Building
suitated at 182, shiroli, Kolhapur and at H-1, M.I.D.C. Kupwad Sangli & hypothecation of movable assets
(Plant & Machinery and other assets excluding vehicles) of the Company.

3. The Company does not have any continuing defaults in repayment of loans and interest during the year and
at reporting date.

4. The loan has been secured by the personal guarantee of Chairman and Managing Director - Mr. Sachin
Menon

4. Net Debt Reconciliation


This section sets out an analysis of net debt and the movements in net debt for the year ended March 31,

88 44th Annual Report


Notes to the Financial Statements (Rs. in Lakhs)
As at March 31, As at March 31,
Particulars 2021 2020
Cash and Cash Equivalents 1,266.64 240.10
Non-Current Borrowings - -
Current Borrowings (1,073.66) (402.84)

TOTAL 192.98 (162.74)

(Rs. in Lakhs)
Cash & Cash
Particulars Borrowings Total
Equivalents
Net Debt As on April 1, 2019 137.67 (244.83) (107.16)

Cash Flows 102.43 (157.35) (54.92)


Foreign Exchange Adjustment - - -
Interest paid - 25.50 25.50
Interest Expense - (24.46) (24.46)

Net Debt As on March 31, 2020 240.10 (402.84) (162.74)

Cash Flows 1,026.54 (666.29) 360.25


Foreign Exchange Adjustment - - -
Interest paid - 13.62 13.62
Interest Expense - (18.16) (18.16)
Net Debt As on March 31, 2021 1,266.64 (1,073.66) 192.98
(Rs. in Lakhs)
Note 18: As at March 31, As at March 31,
Trade and other payables 2021 2020
Due to Micro and Small enterprises 445.80 228.89
Others 445.80 228.89

Due to other than micro and small enterprises 1,228.42 503.72


Acceptances 106.63 109.40
Related parties (Refer note 38b) 186.15 72.40
Others 935.64 321.92
TOTAL 1,674.22 732.61
1. Trade and other payables are measured at amortised cost.
2. For explanations on the Company's Foreign currency risk and liquidity risk management processes, refer to
Note 40A.
3. The Company has compiled this information based on the current information in its possession as at March
31, 2021, no supplier has intimated the Company about its status as Micro and Small Enterprises or its
registration with the appropriate authority under the Micro, Small and Medium Enterprises Development
Act, 2006 except as disclosed below.

44th Annual Report 89


Notes to the Financial Statements
Disclosures required under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED
Act) are given as follows :
(Rs. in Lakhs)
As at March 31, As at March 31,
Dues to Micro and Small Enterprises 2021 2020
Total amount dues to micro and small enterprises as on
Balance Sheet date
Principal amount due 445.80 228.89
Interest on principal amount due - 0.15

Total delayed payments micro and small enterprises during


the year
Principal amount - -
Interest on principal amount - -

Total amount of interest paid to micro and small


enterprises during the year - -

Total interest accrued and remaining unpaid at the end of


the year under MSMED Act - 0.15

The amount of further interest remaining due and payable


even in the succeeding years - 0.15

(Rs. in Lakhs)
Note 19: As at March 31, As at March 31,
Other financial liabilities (Current) 2021 2020
( i) Current maturities of long term borrowings - -
(ii) Interest accrued but not due on borrowings 5.91 1.38
(iii) Liability towards Investor Education and Protection Fund
(under section 125 of Companies Act, 2013 not due)
a. Unpaid Dividends 17.90 20.62
(iv) Payable for capital purchases 289.60 8.06
(v) Employee benefits payable 290.62 290.14
(vi) Lease liabilities 21.79 8.99
(vi) Other financial liabilities (Outstanding expenses payable, 223.95 161.15
marketing expenses payable,etc)
TOTAL 849.76 490.34
1. Other financial liabilities are measured at amortised cost.
2. For explanations on the Company's interest risk, Foreign currency risk and liquidity risk management
processes, refer to Note 40A

90 44th Annual Report


Notes to the Financial Statements
(Rs. in Lakhs)
Note 20: As at March 31, As at March 31,
Other Current liabilities 2021 2020
Advance from customers 20.71 4.94
Statutory Dues
i) Statutory dues including provident fund and tax 73.38 17.11
ii) Tax deducted at source 10.50 5.78
TOTAL 104.59 27.84
(Rs. in Lakhs)
Note 21 : As at March 31, As at March 31,
Short-term provisions 2021 2020
Provision for employee benefit
Provision for leave encashment (Refer note 45) 9.28 9.94
TOTAL 9.28 9.94
Employee Benefit Obligations
a. Compensated absence
The leave obligation covers the Company's liability for earned leaves and sick leaves.
(Rs. in Lakhs)
Note 22 :
2020-2021 2019-2020
Revenue from Contracts with Customers
Sale of products 13,474.84 11,590.62
Sale of services - -
Total sales and services 13,474.84 11,590.62

Other operating revenues 236.10 184.44


Sale of Disposables 100.42 119.62
Other Sales 4.26 1.96
Developmental Charges 131.42 62.86

TOTAL 13,710.94 11,775.06


Disaggregation of Revenue
Set out below is the disaggregation of the company's revenue from contract with it's customers:
Business
2020-2021 2019-2020
Sale of Pistons 6,742.41 5,457.16
Sale of Pistons Assemblies 4,675.51 4,467.55
Sale of Pins 1,321.76 644.30
Sale of Rings 691.71 983.38
Other Sales 279.54 222.66
TOTAL 13,710.94 11,775.06

44th Annual Report 91


Notes to the Financial Statements (Rs. in Lakhs)
Note 23 :
2020-2021 2019-2020
Other income
Interest 35.52 15.81
On Other Deposits 35.52 15.81

Dividend income - 0.04


Gain on disposal of property, plant and equipment 0.74 0.23
Unclaimed credit balances written back - 5.63
Miscellaneous income 22.36 21.21

TOTAL 58.62 42.92


Note 24 :
2020-2021 2019-2020
Cost of raw materials and components consumed
Opening stock of raw material 249.96 331.99
Add: Purchases 5,849.32 4,850.73
Less: Closing stock of raw material 561.30 249.96
TOTAL 5,537.98 4,932.77
Note 25: Changes in inventories of finished goods,
2020-2021 2019-2020
work-in-progress and traded goods
Opening inventory 1,413.42 937.01
Work-in-process 301.91 211.44
Finished goods 1,111.51 725.57
Closing Inventory 1,110.19 1,413.42
Work-in-process 464.82 301.91
Finished goods 645.37 1,111.51
TOTAL 303.23 (476.41)
Note 26:
2020-2021 2019-2020
Employee benefits expense
Salaries, wages, bonus, commission, etc. 1,489.19 1,616.04
Gratuity (Refer Note 37) 29.68 30.62
Contribution to provident and other funds (Refer Note 37) 96.82 113.97
Welfare and training expenses 23.65 38.83
TOTAL 1,639.35 1,799.45
Note 27 :
2020-2021 2019-2020
Finance costs
Interest expense - (On working capital & Bill discounting charges) 18.76 20.92
Interest expense on lease liabilities 2.09 1.70
Other Bank charges 2.72 9.01
Net interest expense/(Income) on defined benefit obligation (3.32) (5.47)
( Refer Note 37 )
TOTAL 20.25 26.16

92 44th Annual Report


Notes to the Financial Statements
(Rs. in Lakhs)
Note 28:
2020-2021 2019-2020
Depreciation and amortization expense

Depreciation expense on Property, Plant & Equipments 498.99 507.95


Amortization expense on Intangible assets 9.55 10.49
Amortization Expense on Right of use assset 18.26 14.72

TOTAL 526.80 533.15

(Rs. in Lakhs)
Note 29:
2020-2021 2019-2020
Other expenses
Manufacturing expenses 3,795.33 3,390.61
Stores consumed 1,113.92 933.58
Power and fuel 1,321.60 1,332.21
Machining charges 1,287.66 1,049.42
Repairs to machinery 46.91 51.01
Other manufacturing expenses 25.24 24.39

Selling expenses 380.53 654.85


Selling and distribution expenses 251.05 520.62
Freight and forwarding 129.48 134.23

Administration expenses 360.91 400.83


Rent Rates and taxes 9.38 37.47
Insurance 75.90 76.04
Repairs to building 61.23 37.93
Other repairs and maintenance 46.82 62.62
Travelling and conveyance 16.43 46.49
Printing and stationery 10.59 12.57
Postage and telephone expenses 4.61 8.32
Legal and consultancy charges 48.86 42.15
Auditor's remuneration (Refer Note 35) 4.87 4.96
License fees 0.37 2.50
Donations 0.05 0.42
Expenditure in CSR ( Refer Note - 39 ) 21.68 25.74
Non executive directors’ fees / commission 1.02 0.25
Unrecoverable O/s-Bad Debts 20.47 -
Miscellaneous expenses 38.62 43.37
TOTAL 4,536.77 4,446.29

44th Annual Report 93


Notes to the Financial Statements
I.) Tax Expense (Rs. in Lakhs)
Note 30:
2020-2021 2019-2020
Income tax
Current tax 355.99 170.00
Current income tax 373.00 170.00
(Excess)/short provision related to earlier years (17.01) -

Deferred tax (44.36) (52.01)


Relating to origination and reversal or temporary difference (44.36) (52.01)
Income tax expense reported in the statement of profit and loss 311.62 117.99
II.) Current Tax Liability (Net) (Rs. in Lakhs)

Particulars 2020-2021 2019-2020

Current tax liability 17.57 -


Current income tax liability Net of advance tax & TDS 17.57 -
Net Current Income Tax Liability 17.57 -
III.) Other Comprehensive Income ( OCI ) (Rs. in Lakhs)

Particulars 2020-2021 2019-2020

Deferred tax related to items recognised in OCI during the year 7.93 4.34
Net (loss)/gain on actuarial gains and losses
Deferred tax charged to OCI 7.93 4.34
IV.) Tax Reconciliation (Rs. in Lakhs)

Particulars 2020-2021 2019-2020

Accounting Profit before income tax expense 1,205.18 556.57

Tax @ 25.168% ( March 31, 2020 : 29.12% ) 303.32 140.08


Tax effect of adustments in calculating taxable income : 8.30 (22.09)
Corporate Social Responsibility expense/Donations ( net ) 5.46 6.48
Other Disallowances/ ( allowances ) 2.84 (23.64)
Tax Benefits under various Income Tax Sections 0.59
Remeasurement Gain /(Loss) allowed as expense (4.34)

Current Tax Expense 311.62 117.99


During the year, section 115BAA has been newly introduced by the CBDT. As per this section, option is given
to all existing companies to either pay Income tax as per existing rates ( i.e. 25% or 30% plus applicable
surcharge and cess) or as per concessional rate of 22% plus applicable surcharge and cess. This new rate is
available only if company forgoes certain exemptions and deductions. Since this new rate is beneficial,
company has adopted the new tax rate of 25.168% (i.e. 22% plus surcharge and cess) for computing
income tax & deferred tax for year ended 31st March, 2021 (the rate for 31st March 2020 was 25.168%).

94 44th Annual Report


Notes to Accounts

31. Corporate information


Menon Pistons Limited (“the company”), a public limited company established in 1977 under the
provisions of the Companies Act 1956, having its registered office at 182, Shiroli, Kolhapur -
416122.

The Company is manufacturing Pistons & Pins for Diesel Engines, Cars, LCVs / HCVs. Company's
equity shares are listed on BSE Limited.

32. Significant accounting policies

32.1. Basis of preparation


The standalone financial statements have been prepared in accordance with Indian Accounting
Standards (“Ind AS”) as issued under the Companies (Indian Accounting Standards) Rules, 2015 (as
amended till date)
The financial statements were authorized for issue by the Board of Directors as on 10th June, 2021.

32.2. Basis of measurement


The financial statements have been prepared on historical cost basis, except for the following items
which are measured on alternative basis on each reporting date.

Item Measurement Basis


Defined Benefit Obligation Fair Value
Certain Financial Instruments Fair Value

32.3. Functional and presentation currency


These financial statements are presented in Indian Rupees (INR), which is the company's functional
currency. All financial information is presented in INR rounded to the nearest Lakhs except share and
per share data, unless otherwise stated.

32.4. Significant accounting judgments, estimates and assumptions


The preparation of financial statements in conformity with Ind AS requires the management to make
judgments, estimates and assumptions that affect the reported amounts of revenue, expenses,
current assets, non-current assets, current liabilities, non-current liabilities and disclosure of the
contingent liabilities at the end of each reporting period. Although these estimates are based on
management's best knowledge of current events and actions, uncertainty about these assumptions
and estimates could result in the outcomes requiring a material adjustment to the carrying value of
assets or liabilities in future periods.

This note provides an overview of the areas that involve a higher degree of judgment or complexity, and
of items which are more likely to be materially adjusted due to estimates and assumptions turning out
to be different than those originally assessed.
Critical estimates and judgments
The areas involving critical estimates or judgments are:

44th Annual Report 95


1. Estimation of defined benefit obligation – Refer note 37
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are
determined using actuarial valuations. An actuarial valuation involves making various assumptions
that may differ from actual developments in the future. These include the determination of the
discount rate, future salary increases and mortality rates. Due to the complexities involved in the
valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in
these assumptions. All assumptions are reviewed at each reporting date.
The most sensitive parameter is the discount rate. In determining the appropriate discount rate for
plans operated in India, the management considers the interest rates of government bonds in
currencies consistent with the currencies of the post-employment benefit obligation.
The mortality rate is based on publicly available mortality tables which tend to change only at
interval in response to demographic changes. Future salary increases and gratuity increases are
based on expected future inflation rates.
Further details about gratuity obligations are given in Note 37.

2. Deferred tax assets are recognized for all deductible temporary differences including the carry forward
of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it
is probable that taxable profit will be available against which the deductible temporary differences,
and the carry forward of unused tax credits and unused tax losses can be utilized.

3. Lease term - The company has applied provisions of Ind AS 116 effective 01st April, 2019. The said
standard provides for certain recognition exemptions for short term leases as well as provides for
certain criteria when the lease contracts are non-enforceable. The determination of lease term for the
purpose of availing such exemptions and evaluation of such criteria for non-enforceability of a contract
involves significant judgment.

4. Revenue Recognition - The company recognises revenue for each performance obligation either at a
point in time or over a time. In case performance obligation is satisfied over a time, the output method
is used to determine the revenue since it is faithfully depicting the company's performance towards
complete satisfaction of performance obligation. Practical expedient of “right to consideration” is also
considered while recognizing revenue in the amount to which the entity has right to invoice. In case
performance obligation is satisfied at a point in time, the company generally recognises revenue when
the control is transferred i.e. in case of goods either on shipment or upon delivery in domestic & on
date of billing in case of export. In case of services, the revenue is recognized based on completion of
distinct performance obligation. Refer significant accounting policy note 32.10 on revenue recognition
for information about methods, input and assumptions w.r.t transaction price & variable
consideration.

Current versus non-current classification


The Company presents assets and liabilities in the balance sheet based on current/ non-current
classification.
An asset as current when it is:
= Expected to be realised or intended to sold or consumed in normal operating cycle
= Held primarily for the purpose of trading
= Expected to be realised within twelve months after the reporting period, or
= Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least

96 44th Annual Report


twelve months after the reporting period
All other assets are classified as non-current.

A liability is current when:


= It is expected to be settled in normal operating cycle
= It is held primarily for the purpose of trading
= It is due to be settled within twelve months after the reporting period, or
= There is no unconditional right to defer the settlement of the liability for at least twelve months after
the reporting period
The Company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.

32.5. Inventories
= Raw materials, components, stores and spares are valued at cost or net realizable value whichever is
lower. Cost includes all cost of purchase and incidental expenses incurred in bringing the inventories to
their present location and condition. Cost is ascertained using weighted average method.

= Work-in-process and finished goods are valued at cost or net realisable value whichever is lower. Cost
includes direct materials, labour costs and a proportion of manufacturing overheads based on the
normal operating capacity.

= Materials-in-transit are valued at actual cost incurred up to the date of balance sheet.

= Unserviceable, damaged and obsolete inventory is valued at cost or net realisable value whichever is
lower.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated
costs of completion and the estimated costs necessary to make the sale.

32.6. Cash and short-term deposits


Cash and short-term deposits in the balance sheet comprise cash at banks and on hand and highly
liquid short-term deposits with an original maturity of three months or less, which are subject to an
insignificant risk of changes in value.

30.7. Property, plant and equipment


= Recognition and measurement
Freehold land is carried at historical cost. All other items of property, plant and equipment are
measured at cost of acquisition or construction less accumulated depreciation and/or accumulated
impairment loss, if any. The cost of an item of property, plant and equipment comprises its purchase
price, including import duties and other non-refundable taxes or levies and any directly attributable
cost of bringing the asset to its working condition for its intended use; any trade discounts and rebates
are deducted in arriving at the purchase price. Borrowing costs directly attributable to the
construction of a qualifying asset are capitalised as part of the cost.

44th Annual Report 97


When parts of an item of property, plant and equipment have different useful lives, they are accounted
for as separate items (major components) of property, plant and equipment.
Property, plant and equipment under construction are disclosed as capital work-in-progress.
Advances paid towards the acquisition of property, plant and equipment outstanding at each reporting
date are disclosed under “Other non-current assets”.
= Subsequent costs
The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying
amount of the item if it is probable that the future economic benefits embodied within the part will
flow to the Company, and its cost can be measured reliably. The carrying amount of the replaced part is
derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognised in
the statement of profit and loss as incurred.

= Disposal
An item of property, plant and equipment is derecognized upon disposal or when no future benefits
are expected from its use or disposal. Gains and losses on disposal of an item of property, plant and
equipment are determined by comparing the proceeds from disposal with the carrying amount of
property, plant and equipment, and are recognised net within other income/expenses in the
statement of profit and loss.

= Depreciation
Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount
substituted for cost, less its residual value. Depreciation is recognised in the statement of profit and
loss generally on a straight-line basis over the estimated useful lives of each part of an item of property,
plant and equipment as prescribed in Schedule II of the Companies Act 2013, except for “Non-factory
building (Roads)” where useful life is 6 years, as assessed by the Management of the Company based
on technical evaluation.

32.8. Investment Property


Property that is held for long-term rental yields or for capital appreciation or both, and that is not
occupied by the Company, is classified as investment property. Investment properties are measured
initially at cost, including transaction costs and where applicable borrowing costs. Subsequent to initial
recognition, investment properties are stated at cost less accumulated depreciation and accumulated
impairment losses, if any.
Subsequent expenditure is capitalised to asset's carrying amount only when it is probable that future
economic benefits associated with the expenditure will flow to the Company and cost of the item can
be measured reliably. All other repairs and maintenance costs are expensed when incurred. When part
of an investment property is replaced, the carrying amount of the replaced part is derecognised.
Investment properties are depreciated using straight-line method over their estimated useful lives.

32.9. Intangible assets and amortization


= Recognition and measurement
Intangible assets are recognised when the asset is identifiable, is within the control of the Company, it
is probable that the future economic benefits that are attributable to the asset will flow to the
Company and cost of the asset can be reliably measured.

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Intangible assets acquired by the Company that have finite useful lives are measured at cost less
accumulated amortisation and any accumulated impairment losses. Intangible assets with indefinite
useful lives are not amortised, but are tested for impairment annually, either individually or at the
cash-generating unit level.

= Subsequent measurement
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied
in the specific asset to which it relates.

= Amortisation
Amortisation is calculated over the cost of the asset, or other amount substituted for cost, less its
residual value. Amortisation is recognised in statement of profit and loss on a straight-line basis over
the estimated useful lives of intangible assets from the date that they are available for use, since this
most closely reflects the expected pattern of consumption of the future economic benefits embodied
in the asset.

32.10. Revenue recognition

= Sale of goods
Company recognises revenue when it transfers control over a good or service to a customer i.e. when it
has fulfilled all 5 steps as given by Ind AS 115.

Revenue is measured at transaction price i.e. Consideration to which a company expects to be entitled
in exchange for transferring promised goods or services to a customer, excluding amounts collected on
behalf of third parties and after considering effect of variable consideration, significant financing
component.

For contracts with multiple performance obligations, transaction price is allocated to different
obligations based on their standalone selling price. In such case, revenue recognition criteria are
applied for each separately to different performance obligations, in order to reflect the substance of
the transaction and revenue is recognised separately for each obligation as and when the recognition
criteria for the component is fulfilled.

For contracts that permit the customer to return an item, revenue is recognised to the extent that it is
highly probable that a significant reversal in the amount of cumulative revenue recognised will not
occur. Amounts included in revenue are net of returns, trade allowances, rebates, goods and service
tax, value added taxes.

= Other income
Other income comprises of interest income, dividend income, foreign currency gain on financial assets
and liabilities.
Interest income is recognised as it accrues in the statement of profit and loss, using the effective
interest method. Dividend income is recognised in the statement of profit and loss on the date that the
Company's right to receive payment is established.

32.11. Finance costs

44th Annual Report 99


Finance costs comprises of interest expense on borrowings, and foreign currency loss (to the extent
those are regarded as an adjustment to the finance costs) on financial assets and liabilities. Interest
expenditure is recognised as it accrues in the statement of profit and loss, using the effective interest
method.

32.12. Foreign currencies transactions


The financial statements are presented in INR, which is also the company's functional currency. All
amounts have been rounded to the nearest rupee, unless otherwise indicated.

Transactions and balances


Transactions in foreign currencies are initially recorded at functional currency spot rates at the date the
transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional
currency spot rates of exchange at the reporting date. Differences arising on settlement or translation
of monetary items are recognised in profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated
using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair
value in a foreign currency are translated using the exchange rates at the date when the fair value is
determined. The gain or loss arising on translation of non-monetary items measured at fair value is
treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e.
translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are
also recognised in OCI or profit or loss, respectively).
Exchange differences are recognized in the Statement of Profit and Loss except to the extent, exchange
differences which are regarded as an adjustment to interest costs on foreign currency borrowings, are
capitalized as part of borrowing costs.

32.13. Employee Benefits


Short Term Employee Benefits
All employee benefits payable wholly within twelve months of rendering the services, cost of bonus
and short-term compensated absences, leave travel allowance etc. are recognized in the period in
which the employee renders the related service.

Post-Employment Benefits
Defined Contribution Plans
The Company's state governed provident fund scheme and employee state insurance scheme are
defined contribution plans. The contribution paid/payable under the scheme is recognized during the
period in which the employee renders the related service.

Defined Benefit Plans


The employee’s gratuity fund scheme is the Company's defined benefit plan. The present value of the
obligation under such defined benefit plan is determined based on actuarial valuation using the
Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit
of employee benefit entitlement and measures each unit separately to build up the final obligation.

The obligation is measured at the present value of the estimated future cash flows. The discount rates
used for determining the present value of the obligation under defined benefit plans, is based on the

100 44th Annual Report


market yields on Government securities as at the balance sheet date, having maturity periods
approximating to the terms of related obligations.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, (excluding
amounts included in net interest on the net defined benefit liability and the return on plan assets) are
recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings
through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in
subsequent periods.
Gains or losses on the curtailment or settlement of any defined benefit plan are recognized when the
curtailment or settlement occurs. Past service cost is recognized as expenses on a straight-line basis
over the average period until the benefits become vested.Net interest is calculated by applying the
discount rate to the net defined benefit liability or asset.

Long Term Employee Benefit


The obligation for long term employee benefits such as long term compensated absences is recognized
in the same manner as in the case of defined benefit plans as mentioned above.
Accumulated leaves that are expected to be utilized within the next 12 months are treated as short
term employee benefits.

32.14. Income Taxes


Current income tax
The income tax expense or credit for the period is the tax payable on the current period's taxable
income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred
tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of tax laws enacted or substantially enacted at
the end of reporting period. Management periodically evaluates positions taken in tax returns with
respect to situation in which applicable tax regulation is subject to interpretation. It establishes
provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax
Deferred tax is provided using the balance sheet method on temporary differences between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes at the
reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of
unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is
probable that taxable profit will be available against which the deductible temporary differences, and
the carry forward of unused tax credits and unused tax losses can be utilised, except:
When the deferred tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss.

44th Annual Report 101


The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of
the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each
reporting date and are recognised to the extent that it has become probable that future taxable profits
will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss.
Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly
in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity
and the same taxation authority.

32.15. Provisions
A Provision is recognized when the Company has a present obligation as a result of a past event and it is
probable that an outflow of resources is expected to settle the obligation, in respect of which a reliable
estimate can be made
If the effect of the time value of money is material, provisions are discounted using a current pre-tax
rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is recognised as a finance cost.

Contingent liability is disclosed in case of:

a) a present obligation arising from past events, when it is not probable that an outflow of resources will
be required to settle the obligation.
b) present obligation arising from past events, when no reliable estimate is possible.
c) a possible obligation arising from past events where the probability of outflow of resources is remote.

Contingent assets are disclosed where inflow of economic benefits is probable.


Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.

32.16. Leases
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified
asset for a period of time in exchange for consideration.

As a Lessee
A lessee is required to recognise assets and liabilities for all leases and to recognise depreciation of
leased assets separately from interest on lease liabilities in the statement of Profit and Loss. The
Company uses the practical expedient to apply the requirements of this standard to a portfolio of
leases with similar characteristics if the effects on the financial statements of applying to the portfolio
does not differ materially from applying the requirement to the individual leases within that portfolio.
However, when the lessee and the lessor each have the right to terminate the lease without
permission from the other party with no more than an insignificant penalty the Company considers

102 44th Annual Report


that lease to be no longer of  12 months or less (short-term leases) and for leases for which the
underlying asset is of low value, the lessee is not required to recognize right-of-use asset and a lease
liability. The Company applies both recognition exemptions. The lease payments associated with those
leases are generally recognized as an expense on a straight-line basis over the lease term or another
systematic basis if appropriate.
Right-of-use assets:
Right-of-use assets, which are included under property, plant and equipment, are measured at cost
less any accumulated depreciation and, if necessary, any accumulated impairment. The cost of a right-
of-use asset comprises the present value of the outstanding lease payments plus any lease payments
made at or before the commencement date less any lease incentives received, any initial direct costs
and an estimate of costs to be incurred in dismantling or removing the underlying asset. In this context,
the Company also applies the practical expedient that the payments for non-lease components are
generally recognized as lease payments. If the lease transfers ownership of the underlying asset to the
lessee at the end of the lease term or if the cost of the right-of-use asset reflects that the lessee will
exercise a purchase option, the right-of-use asset is depreciated to the end of the useful life of the
underlying asset. Otherwise, the right-of-use asset is depreciated to the end of the lease term.

Lease Liability:
Lease liabilities, which are assigned to financing liabilities, are measured initially at the present value
of the lease payments. Subsequent measurement of a lease liability includes the increase of the
carrying amount to reflect interest on the lease liability and reducing the carrying amount to reflect the
lease payments made.

As a lessor:
Lease income from operating leases where the Company is a lessor is recognised in income on a
straight-line basis over the lease term unless the receipts are structured to increase in line with
expected general inflation to compensate for the expected inflationary cost increases. The respective
leased assets are included in the balance sheet based on their nature.

Transition to Ind AS 116


Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment
Rules, 2019 and Companies (Indian Accounting Standards) Second Amendment Rules, has notified Ind
AS 116 Leases which replaces the existing lease standard, Ind AS 17 Leases, and other interpretations.
Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of
leases for both lessees and lessors. It introduces a single, on-balance sheet lease accounting model for
lessees.
The Company has adopted Ind AS 116, effective annual reporting period beginning April 1, 2019 and
applied the standard to all lease contracts existing on April 1, 2019 using the modified retrospective
method and has taken the cumulative adjustments to retained earnings on the date of initial
application. Consequently, the Company recorded the lease liability at the present value of the lease
payments discounted at the incremental borrowing rate and the ROU asset at its carrying amount as if
the standard had been applied since the commencement date of the lease, but discounted at the
lessee's incremental borrowing rate at the date of initial application. .

32.17. Impairment of non-financial assets

44th Annual Report 103


The company assesses at each balance sheet date whether there is any indication that an asset or cash
generating unit (CGU) may be impaired. If any such indication exists, the company estimates the
recoverable amount of the asset. The recoverable amount is the higher of an asset's or CGU's net
selling price or its value in use. Where the carrying amount of an asset or CGU exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount and the
reduction is treated as impairment loss and recognized in profit and loss account. If at any subsequent
balance sheet date there is an indication that a previously assessed impairment loss no longer exists,
the recoverable amount is reassessed and the asset is reflected at recoverable amount subject to a
maximum of depreciated historical cost and is accordingly reversed in the profit and loss account.

32.18. Fair value measurement


The Company measures financial instruments such as Investments at fair value at each balance sheet
date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The fair value measurement is based on the presumption that the transaction to sell the asset or
transfer the liability takes place either:
= In the principal market for the asset or liability
OR
= In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that market participants act in their economic
best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximising the use of relevant observable inputs
and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
= Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
= Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable.
= Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.

For assets and liabilities that are recognised in the standalone financial statements on a recurring
basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-
assessing categorization (based on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting period.

104 44th Annual Report


The Company's management determines the policies and procedures for both recurring fair value
measurement, such as derivative instruments and unquoted financial assets measured at fair value.

External valuation experts are involved for valuation of significant assets and liabilities. Involvement
of external valuation experts is decided upon annually by the management.

32.19. Financial instruments


A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement


All financial assets are recognised initially at fair value. Purchases or sales of financial assets that
require delivery of assets within a time frame established by regulation or convention in the market
place (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to
purchase or sell the asset.

Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
1) Debt instruments at amortised cost
2) Debt instruments at fair value through other comprehensive income (FVTOCI)
3) Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL)
4) Equity instruments measured at fair value through other comprehensive income (FVTOCI)

Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the
financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in
which substantially all of the risks and rewards of ownership of the financial asset are transferred or in
which the company neither transfers nor retain substantially all of the risks and rewards of ownership
and it does not retain control of the financial asset.

Impairment of financial asset


Company applies expected credit loss (ECL) model for measurement and recognition of impairment
loss on the following financial assets and credit risk exposure:
a. Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt
securities, deposits, trade receivables and bank balance
b. Financial assets that are debt instruments and are measured as at FVTOCI
c. Lease receivables
d. Trade receivables or any contractual right to receive cash or another financial asset that result from
transactions that are within the scope of Ind AS 115
e. Loan commitments which are not measured as at FVTPL
f. Financial guarantee contracts which are not measured as at FVTPL

44th Annual Report 105


The Company follows 'simplified approach' for recognition of impairment loss allowance on:

a. Trade receivables or contract revenue receivables; and


b. All lease receivables resulting from transactions within the scope of Ind AS 116

The application of simplified approach does not require the company to track changes in credit risk.
Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right
from its initial recognition. For recognition of impairment loss on other financial assets and risk
exposure, the company determines that whether there has been a significant increase in the credit risk
since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide
for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used.

Financial liabilities

Initial recognition and measurement


The company initially recognises loans and advances and deposits on the date on which they are
originated. All other financial instruments (including regular-way purchases and sales of financial
assets) are recognised on the trade date, which is the date on which the company becomes a party to
the contractual provisions of the instrument.
A financial asset or financial liability is measured initially at fair value, for an item not at fair value
through profit or loss, transaction costs that are directly attributable to its acquisition or issue.

Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled
or expires. When an existing financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as the derecognition of the original liability and the recognition of
a new liability. The difference in the respective carrying amounts is recognised in the statement of
profit or loss.

Offsetting of financial instruments


Financial assets and financial liabilities are offset and the net amount is reported in the consolidated
balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there
is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

32.20. Earnings per share


Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to
equity shareholders by the weighted average number of equity shares outstanding during the period
as reduced by number of shares bought back, if any. The weighted average number of equity shares
outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights
issue, share split, and reverse share split (consolidation of shares) that have changed the number of
equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period

106 44th Annual Report


attributable to equity shareholders and the weighted average number of shares outstanding during
the period are adjusted for the effects of all dilutive potential equity shares.

32.21. Borrowing
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of transaction
costs) and the redemption amount is recognised in profit or loss over the period of the borrowings
using the effective interest method. Fees paid on the establishment of loan facilities are recognised as
transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn
down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence
that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a
prepayment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are removed from the balance sheet when the obligation specified in the contract is
discharged, cancelled or expired. The difference between the carrying amount of a financial liability
that has been extinguished or transferred to another party and the consideration paid, including any
non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other gains/(losses).

Borrowings are classified as current liabilities unless the group has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting period. Where there is a breach of a
material provision of a long-term loan arrangement on or before the end of the reporting period with
the effect that the liability becomes payable on demand on the reporting date, the entity does not
classify the liability as current, if the lender agreed, after the reporting period and before the approval
of the financial statements for issue, not to demand payment as a consequence of the breach.

32.22. Borrowing costs


Borrowing costs directly attributable to the acquisition, construction or production of qualifying
assets, are added to the cost of those assets, until such time as the assets are substantially ready for
their intended use or sale. Qualifying assets are the assets that necessarily take a substantial period of
time to get ready for their intended use or sale.

32.23. Standards issued but not effective


The amendments are proposed to be effective for annual reporting periods beginning on or after 1
April 2021.

On 24 March 2021, the Ministry of Corporate Affairs (“MCA”) through a notification, amended Schedule
III (Division I, II and III) of the Companies Act, 2013. The amendment is applicable from 1 April 2021 and
it specifies additional disclosures in the financial statements.

Key amendments in Division II applicable to the Company include:


- Lease Liability be separately disclosed under the heading “Financial liabilities”.
- Disclosures for prior period errors in the statement of changes in equity
- Disclosure of shareholdings of promoters
- Disclosure for ageing schedule of trade receivables, trade payables, capital work-in-progress and
intangible asset under development
- Disclosure of deviation from stated purpose in use of borrowings from banks and financial

44th Annual Report 107


institutions
- Disclosures under 'additional regulatory requirements' such as compliance with approved schemes
of arrangements, compliance with number of layers of companies, title deeds of immovable
properties not held in the name of the company, loans and advances to promoters, directors, key
managerial personnel and related parties, details of benami property held etc.
- Disclosures relating to amount of expenditure on CSR, crypto or virtual currency, undisclosed
income etc.

The amendments are extensive and the Company is in the process of evaluating the same to give
effect to the same as required by law.

The Company is in the process of evaluating the impact of these amendments on financial
statements.

1. Amendment to Ind AS 116, “Leases” - Covid-19-Related Rent Concessions beyond 30 June 2021:
On 24 July 2020, the MCA issued the Companies (Indian Accounting Standard) Amendment Rules, 2020
which amended Ind AS 116 to provide relief for lessees in accounting for eligible rent concessions upto
31 July 2021 that are a direct consequence of COVID-19. The exposure draft on amendments to Ind AS
116 issued by the Institute of Chartered Accountants of India proposes amendments to extend the
relief for lessees in accounting for eligible rent concessions upto 31 July 2022.

2. Amendment to Ind AS 116, “Leases” - Interest Rate Benchmark Reform Phase 2:


The exposure draft on amendments to Ind AS 116 issued by the Institute of Chartered Accountants of
India proposes amendments to include a practical expedient in respect of all lease modifications that
change the basis for determining future lease payments as a result of interest rate benchmark reform.

3. Amendments to Ind AS 37, “Provisions, Contingent Liabilities and Contingent Assets” – Onerous
Contracts:
The exposure draft on amendments to Ind AS 37 issued by the Institute of Chartered Accountants of
India proposes amendments regarding costs a company should include as the cost of fulfilling a
contract when assessing whether a contract is onerous.

4. Amendments to Ind AS 16, “Property, Plant and Equipment” – Proceeds before Intended Use:
The exposure draft on amendments to Ind AS 16 issued by the Institute of Chartered Accountants of
India proposes amendments regarding proceeds from selling items produced while bringing an asset
into the location and condition necessary for it to be capable of operating in the manner intended by
management.

5. Amendments to Ind AS 103, “Business Combinations” – Reference to the Conceptual Framework:


The exposure draft on amendments to Ind AS 103 issued by the Institute of Chartered Accountants of
India proposes amendments to change out updated reference to “Framework for the Preparation and
Presentation of Financial Statements in accordance with Indian Accounting Standards” and update it
with reference to “Conceptual Framework for Financial Reporting under Indian Accounting
Standards”. It also proposes certain consequential amendments.

6. Amendments to 101, “First-time Adoption of Indian Accounting Standards” – Subsidiary as a First-


time Adopter:
The exposure draft on amendments to Ind AS 101 issued by the Institute of Chartered Accountants of
India proposes amendments to simplify the application of Ind AS 101 by a subsidiary that becomes a
first-time adopter after its parent in relation to the measurement of cumulative translation
differences.

108 44th Annual Report


7. Amendments to 41, “Agriculture” – Taxation in Fair Value Measurements:
The exposure draft on amendments to Ind AS 41 issued by the Institute of Chartered Accountants of
India proposes amendments to remove a requirement to exclude cash flows from taxation when
measuring fair value thereby aligning the fair value measurement requirements in Ind AS 41 with
those in other Ind AS's.

8. Amendments to Ind AS 109, “Financial Instruments” and Ind AS 107, “Financial Instruments:
Disclosures” - Interest Rate Benchmark Reform: Phase 2:
The exposure draft on amendments to Ind AS 109 and Ind AS 107 issued by the Institute of Chartered
Accountants of India proposes amendments to assist entities in providing useful information about
the effects of the transition to alternative benchmark rates and support preparers in applying the
requirements of Ind AS's when changes are made to contractual cash flows or hedging relationships as
a result of the transition to an alternative benchmark interest rate.

9. New Indian Accounting Standard (Ind AS) 117, Insurance Contracts:


The exposure draft of Ind AS 117 is issued by the Institute of Chartered Accountants of India as
replacement for Ind AS 104 Insurance Contracts.

10. Amendments in schedule III to the Companies Act 2013:


The Ministry of Corporate Affairs, Government of India issued notification dated 24th March 2021 to
amend schedule III to the Companies Act 2013 to enhance the discloser required to be made by the
Company in it's financial statements. The main purpose is to bring more transparency in the financial
reporting. However the said amendment is effective from financial year beginning from 1st April 2021.

The above exposure drafts have not been notified by the Ministry of Corporate Affairs ('MCA') to be
applicable from 1 April, 2021 as at the date of approval of these financial statements.

44th Annual Report 109


Additional notes to the Financial Statements
(Rs. in Lakhs)
33. Contingent liabilities 2020-2021 2019-2020
(a) Claims against the company not acknowledged as debt - -

(b) Other money for which the company is contingently liable

i) Disputed Service Tax Liability 2007-09 (Matter Subjudice) 3.31 3.31


The company has filed Appeal in CCE (Appeals) Pune-II.

ii) Disputed Service Tax Liability 2009-10 (Matter Subjudice) 0.96 0.96
The company has filed Appeal in CCE (Appeals) Pune-II.

iii) Disputed Central Sales Tax Liability (Matter Subjudice)


Against these demands related to year 2014-15, an amount 9.53 -
of Rs. 4.02 Lakhs (Previous year Rs. Nil ) has been paid under
protest.
The company has filed 1st Appeal in Kolhapur.

iv) Disputed Maharashtra Value Added Tax Liability (Matter


Subjudice)
Against these demands related to year 2014-15, an amount 9.29 -
of Rs. 0.40 lakhs (Previous year Rs. Nil ) has been paid under
protest.
The company has filed 1st Appeal in Kolhapur.

v) Disputed Central Sales Tax Liability (Matter Subjudice)


Against these demands related to year 2015-16, an amount
of Rs. 7.79 Lakhs (Previous year Rs. Nil ) has been paid under 195.15 -
protest.
The company has filed 1st Appeal in Kolhapur.

vi) Disputed Maharashtra Value Added Tax Liability (Matter


Subjudice)
Against these demands related to year 2015-16, an amount
of Rs. 2.66 lakhs (Previous year Rs. Nil ) has been paid under 52.07 -
protest.
The company has filed 1st Appeal in Kolhapur.

TOTAL 270.31 4.27

(Rs. in Lakhs)
34. Commitments 2020-2021 2019-2020
i) Estimated amount of contracts remaining to be executed on
630.57 8.13
capital account and not provided for (net of capital advances)

110 44th Annual Report


(Rs. in Lakhs)
35. Remuneration to Auditors 2020-2021 2019-2020
Statutory Auditors :
a) Audit Fees 2.55 2.55
b) Tax Audit Fees 0.45 0.45
c) Other services ( Certification, GST Audit, etc) 1.37 1.44
d) Expenses reimbursed 0.50 0.52
TOTAL 4.87 4.96

(Rs. in Lakhs)
36. Earnings per Share ( Basic and diluted ) 2020-2021 2019-2020
a) Profit for the year before tax 1,205.18 556.57
Less : Attributable tax thereto 311.62 117.99
Profit after tax 893.56 438.58

b) Weighted average number of equity shares used as 51,000,000 51,000,000


denominator

c) Basic and diluted earning per share of nominal value of Re 1/- 1.75 0.86
each in Rs.

37. Employee Benefits :

i) Defined Contribution Plans:


Amount of Rs. 96.82 Lakhs (Previous Year Rs. 113.97 Lakhs ) is recognised as an expense and included in
"Employees benefits expense" (Note-26) in the Statement of Profit and Loss .
ii) Defined Benefit Plans:
a) The amounts recognised in Balance Sheet are as follows: (Rs. in Lakhs)
As at 31st March 2021 As at 31st March 2020
Particulars Gratutity Plan Gratutity Plan
(Funded) (Funded)
A. Amount to be recognised in Balance Sheet
Present Value of Defined Benefit Obligation (895.63) (861.82)
Less: Fair Value of Plan Assets 898.35 910.30

Amount to be recognised as (liability) or asset 2.72 48.48


B. Amounts reflected in the Balance Sheet
Liabilities - -
Assets 2.72 48.48
Net (Liability)/Assets 2.72 48.48

44th Annual Report 111


b) The amounts recognised in the Profit and Loss Statement are as follows:
(Rs. in Lakhs)
2020- 2021 2019 - 2020
Particulars Gratutity Plan Gratutity Plan
(Funded) (Funded)
1 Current Service Cost 29.68 30.62
2 Acquisition (Gain)/loss - -
3 Past Service Cost - -
4 Net Interest (income)/expenses (3.32) (5.47)
5 Curtailment (Gain)/ loss - -
6 Settlement (Gain)/loss - -
Net periodic benefit cost recognised in the statement
of profit & loss-(Employee benefit expenses -Note -26 26.37 25.15
& Finance Cost - Note - 27)

c) The amounts recognised in the statement of other comprehensive income (OCI)


(Rs. in Lakhs)
2020 - 2021 2019 - 2020
Particulars Gratutity Plan Gratutity Plan
(Funded) (Funded)
1 Opening amount recognised in OCI outside profit and
loss account - -
2 Remeasurements for the year - Obligation (Gain)/loss 32.49 (39.07)
3 Remeasurement for the year - Plan assets (Gain)/ Loss (0.99) 56.33
4 Remeasurement arising because of change in effect of
asset ceiling - -

5 Total Remeasurements Cost / (Credit) for the year


recognised in OCI 31.50 17.26
6 Less: Accumulated balances transferred to retained
earnings 31.50 17.26
7 Closing balances (remeasurement (gain)/loss - -
recognised OCI

112 44th Annual Report


d) The changes in the present value of defined benefit obligation representing reconciliation of opening
and closing balances thereof are as follows: (Rs. in Lakhs)
As at 31 March 2021 As at 31 March 2020
Particulars Gratutity Plan Gratutity Plan
(Funded) (Funded)
1 Balance of the present value of obligation as at 861.82 881.04
beginning of the period
2 Acquisition adjustment - -
3 Transfer in/ (out) - -
4 Interest expenses 58.95 66.72
5 Past Service Cost - -
6 Current Service Cost 29.68 30.62
7 Curtailment Cost / (credit) - -
8 Settlement Cost/ (credit) - -
9 Benefits paid (87.30) (77.49)
10 Employer Contribution - -
11 Actuarial (Gains)/Losses on obligations - due to - -
Change in demographic assumptions
12 Actuarial (Gains)/Losses on obligations - due to 22.06 (35.88)
Change in Financial assumptions.
13 Actuarial (Gains)/Losses on obligations - due to 10.42 (3.19)
experience

Present value of obligation as at the end of the period 895.63 861.82


e) Changes in the fair value of plan assets representing reconciliation of the opening and closing
balances thereof are as follows: (Rs. in Lakhs)
As at 31 March 2021 As at 31 March 2020
Particulars
Gratutity Plan (Funded) Gratutity Plan (Funded)
1 Fair value of the plan assets as at beginning of the 910.30 953.85
period
2 Acquition adjustment - -
3 Transfer in/(out) - -
4 Interest income 62.26 72.19
5 Contributions 12.10 18.09
6 Benefits paid (87.30) (77.49)
7 Amount paid on settlement - -
8 Return on plan assets, excluding amount recognized 0.99 (56.33)
in Interest Income - Gain / (Loss)
9 Fair value of plan assets as at the end of the period 898.35 910.30
f) Major Categories of plan assets (as percentage to total plan assets) (Rs. in Lakhs)
As at 31 March 2021 As at 31 March 2020
Particulars Gratutity Plan Gratutity Plan
1 Government of India Securities - -
2 High Quality Corporate Bonds - -
3 Special Deposit Schemes - -
4 Funds Managed by Insurer 100.00% 100.00%
Total 100.00% 100.00%

44th Annual Report 113


g) Net interest (Income) /expenses (Rs. in Lakhs)
As at 31 March 2021 As at 31 March 2020
Particulars
Gratutity Plan (Funded) Gratutity Plan (Funded)
1 Interest ( Income) / Expense – Obligation 58.95 66.72
2 Interest (Income) / Expense – Plan assets (62.26) (72.19)
3 Net Interest (Income) / Expense for the year (3.32) (6.27)
h) Principal actuarial assumptions at the balance sheet date.
1 Discount rate as at 31-03-2021 - 6.86% (Previous year - 6.84%)
2 Salary growth rate : For Gratuity Scheme - Ranging 3%-5% p.a (Previous year - 0% to 5% p.a.)
3 Attrition rate: For gratuity scheme the attrition rate is taken at 2%
4 The estimates of future salary increase considered in actuarial valuation take into account inflation,
seniority, promotion and other relevant factors, such as supply and demand in the employment market.
i) The amounts pertaining to defined benefit plans are as follows: (Rs. in Lakhs)
As at 31 March 2021 As at 31 March 2020
Particulars
Gratutity Plan (Funded) Gratutity Plan (Funded)
Defined Benefit Obligation (895.63) (861.82)
Plan Assets 898.35 910.30
(Surplus) / Deficit (2.72) (48.48)
j) General descriptions of defined plans:
Gratuity Plan:
The company has defined benefit gratuity plan in India (funded). The company's defined benefit
gratuity plan is a final salary plan for employees, which requires contributions to be made to separately
administered fund. The fund is managed by trust which is governed by Board of Trustees. The Board of
Trustees are responsible for the administration of plan assets and for the definition of the investment
strategy.

k) Sensitivity analysis
Sensitivity analysis indicates the influence of a reasonable change in certain significant assumptions on
the outcome of the Present value of obligaion(PVO). Sensitivity analysis is done by varying (increasing/
decresing) one parameter by 100 basis points (1%)
(Rs. in Lakhs)
Effect on gratuity Effect on gratuity
Change in Assumption obligation obligation
st st
As at 31 March 2021 As at 31 March 2020
1 Discount rate
Delta Effect of 1% Increase in Rate of Discounting (45.82) (45.64)
Delta Effect of 1% Decrease in Rate of Discounting 50.62 50.54
2 Salary increase rate
Delta Effect of 1% Increase in Rate of Salary Increase 49.94 50.38
Delta Effect of 1% Decrease in Rate of Salary Increase (46.02) (32.74)
3 Withdrawal rate
Delta Effect of 1% Increase in Rate of Employee Turnover 5.53 6.48
Delta Effect of 1% Decrease in Rate of Employee Turnover (6.02) (6.97)

114 44th Annual Report


I) Other Details
(Rs. in Lakhs)
As at 31 March 2021 As at 31 March 2020
Particulars Gratutity Plan Gratutity Plan
(Funded) (Funded)
Expected Contrinution for next year (12 months) 15.19 13.93
Expected Future Benefit Obligation 895.63 861.82
Weighted average duration of the Expected Future 7.00 7.00
Benefit Obligation

38. Related Party Disclosures


(A) Names of the related party and nature of relationship and transactions entered in to :

Sr.
No. Name of the Related Party Relationship
CMD and close members of CMD having Joint control
1 Menon Piston Rings Private Limited
over Entity
2 Menon Exports CMD and Spouse of CMD are Partners
3 Menon Engineering Services CMD and Spouse of CMD are Partners
4 Menon Metals and Alloys LLP CMD and Spouse of CMD are Partners

(B) Names of Key Managerial Personnel & Relatives

Sr.
No. Name of the Related Party Relationship

1 Mr. Sachin R. Menon Chairman & Managing Director ( CMD)


2 Mr. Ramesh D. Dixit Non Executive Director
3 Mr. Ajitkumar S. Belur Independent Director
4 Mr. Subhash G. Kutte Independent Director
5 Mrs. Sadhana S. Zadbuke Independent Director-up to 31.10.2020
6 Mr. Shrikant Sambhoos Independent Director (w.e.f. - 11th March, 2020)

7 Ms. Neha Marathe Independent Director (w.e.f. - 01st November, 2020)


8 Mrs. Gayatri S.Menon Spouse of CMD
9 Ms. Sharanya S.Menon Daughter of CMD
10 Ms. Nivedita S. Menon Daughter of CMD
11 Ms. Devika S. Menon Daughter of CMD
12 Smt. Radhamani Ram Menon Mother of CMD

44th Annual Report 115


C) Disclosure of related parties transactions (Rs. in Lakhs)
Sr. Nature of transaction/ Relationship 2020-2021 2019-2020
No. relationship/parties Amount Amount Amount Amount

1 Purchase of goods, Services 783.03 697.09


Menon Piston Rings Pvt Ltd. CMD and close members of 669.25 629.46
CMD having joint control
over entity
Menon Engineering Services CMD and Spouse of CMD 113.79 67.64
are partners
2 Sale of goods/Contract 3,711.38 2510.86
revenue and Services
Menon Piston Rings Pvt Ltd CMD and close members of 98.35 109.21
CMD having joint control
over entity

Menon Exports CMD and Spouse of CMD 3,601.44 2392.91


are partners

Menon Engineering Services CMD and Spouse of CMD 11.59 8.74


are partners
3 Sale of Fixed Assets - 4.20
Menon Engineering Services CMD and Spouse of CMD - 4.20
are partners
4 Rent 21.24 18.48
Mr. Sachin R. Menon CMD 18.78 16.56
Mrs. Gayatri S. Menon Spouse of CMD 2.46 1.92

5 Remuneration, Commission 91.16 94.58


and Salary
Mr. Sachin R. Menon CMD 82.39 85.60
Ms. Sharanya S. Menon Daughter of CMD 8.09 8.98
Ms. Devika S. Menon Daughter of CMD 0.68 -
6 Sitting Fees 1.02 0.25
Mr. Sachin R. Menon CMD 0.17 0.05
Mr. Ramesh D. Dixit Non Executive Director 0.17 0.05
Mr. Ajitkumar S. Belur Independent Director 0.17 0.05
Mr. Subhash G. Kutte Independent Director 0.17 0.05
Mrs. Sadhana S. Zadbuke Independent Director 0.12 0.05
(upto 31st March, 2020)
Mr.Shrikant Sambhoos Independent Director 0.17 0.00
Miss.Neha Marathe Independent Director 0.05 0.00

116 44th Annual Report


C) Disclosure of related parties transactions
(Rs. in Lakhs)
Sr. Nature of transaction/ Relationship 2020-2021 2019-2020
No. relationship/parties
Amount Amount Amount Amount

7 Interest Received - 19.45


Menon Piston Rings Pvt Ltd CMD and close members of - 19.45
CMD having joint control
over entity
8 Dividend Paid - 455.30
Mr. Sachin R. Menon CMD - 128.42
Mrs. Gayatri S. Menon Spouse of CMD - 86.91
Ms. Sharanya S. Menon Daughter of CMD - 50.50
Ms. Nivedita S. Menon Daughter of CMD - 50.50
Ms. Devika S. Menon Daughter of CMD - 50.50
Late Mr. Ram Menon Father of CMD - 8.51
Smt. Radhamani Menon Mother of CMD - 35.89
Mr. Ramesh D. Dixit Non Executive Director - 0.17
Menon Metals and Alloys CMD and Spouse of CMD - 43.89
LLP are partners
9 Reimbursement Of - 2.13
Expenses
Menon Exports CMD and Spouse of CMD - 2.13
are partners

Terms and conditions of transactions with related parties


Transaction entered into with related party are made on terms equivalent to those that prevail in arm’s
length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement
occurs in cash. There have been no guarantees provided or received for any related party receivables or
payables.

D ) Amount due to/from related parties


(Rs. in Lakhs)
Sr. Nature of transaction/ Relationship 2020-2021 2019-2020
No. relationship/parties
Amount Amount Amount Amount

1 Trade Receivable 1,632.40 745.44

Menon Exports CMD and Spouse of CMD 1,632.40 617.44


are partners
Menon Piston Rings Pvt. Ltd. CMD and close members of - 128.00
CMD having joint control
over Entity

44th Annual Report 117


D) Amount due to/from related parties
(Rs. in Lakhs)
Sr. Nature of transaction/ Relationship 2020-2021 2019-2020
No. relationship/parties
Amount Amount Amount Amount

2 Advance To Suppliers 5.81 5.81

Menon Engineering Services CMD and Spouse of CMD 5.81 5.81


are partners
3 Trade Payable 186.15 72.40

Menon Piston Rings Pvt. Ltd. CMD and close members of 186.15 72.40
CMD having joint control
over Entity

4 Capital Advance 52.18 81.15

Menon Engineering Services CMD and Spouse of CMD 52.18 81.15


are partners

E) Transactions with key management personnel


Compensation of key management personnel of the Company (Rs. in Lakhs)
Particulars 2020-2021 2019-2020

Short-term employee benefits 76.63 80.81


Post employement benefits 5.76 4.80
Other long-term employement benefits - -
Termination benefits - -

Total Compensation paid to key management personnel 82.39 85.60

The amounts disclosed in the table are the amounts recognised as an expense during the reporting period
related to key management personnel.

The above figures do not include provision for leave encashment and gratuity, as actuarial valuation of such
provision for the Key Management Personnel is included in the total provision for Leave encashment &
gratuity..
39. Corporate Social Responsibility (CSR)
(a) CSR amount required to be spent by the Company as per Section 135 of the Companies Act, 2013 read with
Schedule VII thereof during the year is Rs. 20.94 Lakhs (Previous Year Rs. 24.42 Lakhs)

(b) Expenditure related to Corporate Social Responsibility is Rs. 21.68 Lakhs (Previous Year Rs. 25.74 Lakhs)

118 44th Annual Report


Details of Amount spent towards CSR is given below:
(Rs. in Lakhs)

Particulars 2020-2021 2019-2020

Donations: 4.27 18.15


Education 11.03 -
Health 0.25 -
Sports For Development 0.45 0.35
Social Welfare 3.74 5.22
Women Enpowerment 1.93 1.33
Eradication of Hunger & Poverty - 0.69
Disaster management - -

Total 21.68 25.74

40. Fair Value of financial assets and liabilities

a) Set out below, is the fair value of the company’s financial instruments that are recognized in the financial
statements
(Rs. in Lakhs)
Fair Value
Sr. No. Particulars
As at March 31, 2021As at March 31, 2020
Financial Assets
a) Carried at amortized cost
Non Current Loans-Security Deposits 167.28 159.49
Trade receivable 4,047.22 2,826.34
Current loans-Security Deposits 8.99 11.57
Other financial assets 10.30 12.75
Cash and cash equivalent 1,266.64 240.10
Other bank balances 31.09 198.62
5,531.51 3,448.87

b) Carried at FVTOCI
Investments - Non Current 0.37 0.37
0.37 0.37
Financial Liabilities
a) Carried at amortized cost
Non Current Financial Liabilities 11.68 -
Current borrowings at floating rate of interest 1,073.66 402.84
Trade payable 1,674.22 732.61
Other current financial liabilities (Current) 849.76 490.34

3,609.32 1,625.79

44th Annual Report 119


The fair value of the financial assets and liabilities are included at the amount at which the instrument that
would be received to sell an asset or paid to transfer liability in an orderly transaction between market
participants at the measurement date.
The carrying amounts of financial assets and liabilities measured at amortised cost are a reasonable
approximation of their fair values..
Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial
instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for
which fair values are disclosed in the financial statements. To provide an indication about the reliability of the
inputs used in determining fair value, the Company has classified its financial instruments into three levels
prescribed under the accounting standard. An explanation of each level is given in Note no 32.18 of Significant
Accounting Policies.

b) Financial assets and liabilities for which fair value is disclosed (Rs. in Lakhs)
Particulars Level 1 Level 2 Level 3
Non current investments -Carried at FVTOCI
March 31, 2021 - - 0.37
March 31, 2020 - - 0.37
40 A. Financial risk management policy and objectives
Company’s principal financial liabilities, comprise loans and borrowings, trade and other payables, and
other financial liabilities. The main purpose of these financial liabilities is to finance company's
operations. Company’s principal financial assets include trade and other receivables, security deposits,
investments, cash and cash equivalents and other bank balances that are derived directly from its
operations.
Company is exposed to certain risks which includes market risk, credit risk and liquidity risk.
Risk Management committee of the company oversees the management of these risks. This committee
is accountable to audit committee of the board. This process provides assurance to the company's
senior management that company's financial risk- taking activities are governed by the appropriate
policies and procedures and that financial risks are identified, measured and managed in accordance
with company's policies and risk appetite.
The policies for managing these risks are summarised below.

1) Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The company is exposed to credit risk from its operating
activities (primarily trade receivables) and from its financing activities, including deposits, foreign
exchange transactions and other financial instruments.
Company uses expected credit loss model for assessing and providing for credit risk.

a) Trade receivable
Customer credit risk is managed through the company’s established policy, procedures and control
relating to customer credit risk management. Credit quality of a customer is assessed based on an
extensive credit rating scorecard and individual credit limits are defined in accordance with this
assessment. Outstanding customer receivables are regularly monitored. Trade receivables are non
interest bearing and are generally on, 30 days to 75 days credit terms. The company has no
concentration of risk as customer base in widely distributed both economically and geographically.

120 44th Annual Report


i) Ageing analysis of trade receivable as on reporting date (Rs. in Lakhs)
Particulars Not Due Less than 1 year More than 1 year Total
March 31, 2021 3,319.55 640.41 87.26 4,047.22
March 31, 2020 1,802.66 911.19 112.49 2,826.34

ii) Movement of impairment Allowance (allowance for bad and doubtful debts) (Rs. in Lakhs)

Particulars Total
Loss Allowance as at April 1 2019 -
Provided during the year -
Amounts written off -
Amount written back -
Loss Allowance as at 31 March 2020 -
Provided during the year -
Amounts written off -
Amount written back -
Loss Allowance as at 31 March 2021 -

b) Financial instruments and cash deposits


Credit risk from balances with banks and financial institutions is managed by the company’s finance
department in accordance with company’s policy. Investments of surplus funds are made only in fixed
deposits and within credit limits assigned to each counterparty. Company monitors rating, credit spreads
and financial strength of its counter parties. Based on ongoing assessment company adjust it's exposure to
various counterparties. Company's maximum exposure to credit risk for the components of statement of
financial position is the carrying amount.

2) Liquidity risk
Liquidity risk is the risk that the company may not be able to meet it's present and future cash flow and
collateral obligations without incurring unacceptable losses. Company's objective is to, at all time
maintain optimum levels of liquidity to meet it's cash and collateral requirements. Company closely
monitors its liquidity position and deploys a robust cash management system. It maintains adequate
sources of financing including overdraft, debt from domestic banks at optimised cost.
The table summarises the maturity profile of company's financial liabilities based on contractual
undiscounted payments
(Rs. in Lakhs)
Particulars On demand Less than 1 year More than 1 year Total
a) Trade Payables
March 31, 2021 - 1,674.22 - 1,674.22
March 31, 2020 - 732.61 - 732.61

b) Borrowings
March 31, 2021 1,073.66 - - 1,073.66
March 31, 2020 402.84 - - 402.84

c) Other Financial Liabilities


March 31, 2021 17.90 831.86 11.68 861.44
March 31, 2020 20.62 469.72 - 490.34

44th Annual Report 121


The Company has access to following undrawn facilities at the end of the reporting period
Floating Rate
Particulars
Expiring within 1 Year Expiring beyond 1 Year
March 31, 2021 RLLR (Y) +0.40 -
March 31, 2020 MCLR +0.70 -

3) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market risk comprises three types of risk interest rate risk, currency risk and
other price risk such as equity price risk and commodity risk. Financial instruments affected by market risk
include loans and borrowings, deposits and investments.
Company's activities expose it to variety of financial risks, including effect of changes in foreign currency
exchange rate and interest rate.

a) Interest rate risk


Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates.
Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and
borrowings.
The company does not account for any fixed-rate financial assets or financial liabilities at fair value through
profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

b) Foreign Currency Exposure Risk


Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because
of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange
rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in
a foreign currency). However, company manages its exposures towards export receivables by routing
major sales through a export house wherein sales is denominated in a local currency. So, foreign currency
exposure risk is restricted to minimum amount of need-based imports of consumables and Property, plant
& Equipment.

40B. Impairment of financial assets: Expected credit loss

Provision for expected credit loss


Internal Category Description of category Basis of recording expected credit loss
rating Loans and
deposits Trade receivables
A High quality asset, Assets where the counter party
negligible credit risk has strong capacity to meet
obligations and where risk is
12 months Life- time expected
negligible or nil.
expected credit losses -
B Standard asset, Assets where there is simplified approach
credit losses
moderate credit risk moderate risk of default and
where there has been low
frequency of defaults in past.

122 44th Annual Report


Internal Category Description of category Basis of recording expected credit loss
rating Loans and
deposits Trade receivables

C Low quality asset, Assets where there is high probability


High credit risk of default. In general, assets where
contractual payments are more than
year past due are categorised as low
Life- time expected
quality asset. Also includes where Life- time
credit losses -
credit risk of counter party has expected credit
simplified approach
increased significantly through losses
payments may not be more than a
year past due.

D Assets are written off, when there is


Doubtful
no reasonable expectations of
asset- credit
r e c o v e r y. W h e r e l o a n s a n d
impaired
receivables have been written off, the
company continues to engage in Asset is written off
enforcement activity to attempt to
recover the receivables due. Where
recoveries are made, these are
recognised in profit or loss.
st
As at 31 March 2021
1) Expected credit loss for loans, security deposits and investments (Rs. in Lakhs)
Particulars Asset Internal Estimated Expected Expected Carrying
group rating gross probability credit amount
carrying of default losses net of
amount impairment
of default provision
Loss allowance Financial assets Loans - A 176.27 - - 176.27
measured at for which credit Security
12 months risk has not Deposits
expected credit increased Other
losses significantly from Financial A 38.30 - - 38.30
inception Assets
Loss allowance Financial assets
measured at for which credit
life time risk has increased
expected credit significantly and Nil
losses not credit
impaired
Financial assets
for which credit
risk has Nil
increased
significantly and
credit impaired

44th Annual Report 123


2) Expected credit loss for trade receivables under simplified approach
(Rs. in Lakhs)

Particulars Past due but not impaired


Not due Total
Less than 1 year More than 1 year
Gross carrying 3,319.55 4,047.22
640.41 87.26
amount
Expected loss rate - - - -
Expected credit
losses (Loss - - - -
allowance provision
Carrying amount of
trade receivable 3,319.55 640.41 87.26 4,047.22
(Net of impairment)

st
As at 31 March 2020
1) Expected credit loss for loans, security deposits and investments
(Rs. in Lakhs)

Particulars Asset Internal Estimated Expected Expected Carrying


group rating gross probability credit amount
carrying of default losses net of
amount impairment
of default provision

Loss allowance Financial assets Loans A 171.06 - - 171.06


measured at for which credit
12 months risk has not
expected credit increased
losses significantly Fixed -
A 12.75 - 12.75
from inception Deposits
Loss allowance Financial assets
measured at for which
life time credit risk has
expected credit increased
losses significantly
and not credit Nil
impaired
Financial assets
for which credit
risk has Nil
increased
significantly
and credit
impaired

124 44th Annual Report


2) Expected credit loss for trade receivables under simplified approach
(Rs. in Lakhs)

Particulars Past due but not impaired


Not due Total
Less than 1 year More than 1 year
Gross carrying 1,802.66 2,826.34
911.19 112.49
amount
Expected loss rate - - - -
Expected credit
losses (Loss - - - -
allowance provision)
Carrying amount of
trade receivable 1,802.66 911.19 112.49 2,826.34
(Net of impairment)

41. Capital management


For the purpose of the company’s capital management, capital includes issued equity capital , share
premium and all other equity reserves. The primary objective of the company’s capital management is to
maximise the shareholders value.
The company manages its capital structure and makes adjustments in light of changes in economic
conditions and the requirements of the financial covenants. To maintain or adjust the capital structure,
company may adjust the dividend payment to shareholders, return capital to shareholders or issue new
shares. Company monitors capital using a gearing ratio, which is, net debt divided by total capital plus net
debt. Company’s policy is to keep the gearing ratio between 0% and 40%. The company includes within net
debt, interest bearing loans and borrowings, less cash and cash equivalents, excluding discontinued
operations.However, recently company has focused on becoming zero debt company in order to minimise
interest burden and maximum profits.
(Rs. in Lakhs)
Particulars As at March 31, 2021 As at March 31, 2020
Loans and borrowings (including Current
1,073.66 402.84
maturities)
Less: Cash and Bank Balance 1,297.72 438.72
Net debt -224.06 -35.88
Equity 8,326.70 7,456.71
Capital and net debt 8,102.64 7,420.83
Gearing % -2.77% -0.48%

42. Leases
Company as lessee

The Company has entered into agreement in the nature of lease agreement with different lessors for the
purpose of guest house/transit house to the employees of the Company.

44th Annual Report 125


These are generally in nature of operating lease and disclosure in regard to Ind AS 116 is as below -
(Rs. in Lakhs)
Particulars As at March 31, 2021 As at March 31, 2020

Depreciation charge for 'Right-to-Use Asset' 18.26 14.72


Interest Expense on Lease Liability 2.09 1.70
Carrying amount of 'Right-to-Use Asset' at the
end of the reporting period 32.72 7.36
Total Cash outflow for leases 21.24 18.48
Expense relating to short term leases and - -
and leases of low value assets

Nature of leasing activity


The Company has leases for buildings. Certain lease contracts provide for payments to increase each
year by inflation or and in others to be reset periodically to market rental rates. While other lease
contracts comprise only fixed payments over the lease terms.

Extension and termination options


The use of extension and termination options gives the Company added flexibility in the event it has
identified more suitable premises in terms of cost and/or location or determined that it is
advantageous to remain in a location beyond the original lease term. An option is only exercised
when consistent with the Company’s regional markets strategy and the economic benefits of
exercising the option exceeds the expected overall cost. Existing lease agreement do not have any
extension option.

The details of the maturities of lease liabilities as at March 31, 2020 are as follows:
(Rs. in Lakhs)
Particulars As at March 31, 2020 As at March 31, 2019

Within one year 21.79 8.99


After one year but not more than 5 years 11.68 -
More than five years - -

Total 33.47 8.99

Operating lease commitments — Company as lessor

The company has entered into operating leases for land and non-factory building, with lease terms of ten
years. The company has the option to lease the assets for additional terms. The lease rent is increased by
10% after 3 years. During the year, Income earned from lease rent amount to Rs. 5.68 lakhs. Future
minimum rentals payable under non-cancellable operating leases as at 31 March 2021 are as follows:

126 44th Annual Report


(Rs. in Lakhs)
Particulars As at March 31, 2021 As at March 31, 2020

Within one year 4.24 4.24


After one year but not more than 5 years 24.23 22.90
More than five years 10.76 18.92

Total 39.23 46.05

43. Segment Reporting


Company operates in single segment as business of Pistons, Pins and Auto Shafts (Auto Components). The
Executive Management Committee monitors the operating results of entire company as whole for the
purpose of making decisions about resource allocation and performance assessment.

Details of revenue contibuted by single customer that exceeds 10% of total revenue:
1. Menon Exports ( 22.54%)
2. Cummins India Ltd (10.82%)

44. Estimation uncertainity relating to Global health pandemic on COVID-19:


The global economic and business environment has been highly disruptive due to Covid- 19 pandemic. As a
result, the operations of the Company were halted from 24th March, 2020. Based on the opening of
economic activity, the Company had partially started operations from 4th May 2020, eventually took the
pace but again at year end, government restrictions were started creating hinderance in the operations of
the company.
Even though, it is very difficult to predict the duration of the disruption and severity of its impact, on the basis
of evaluation of overall economic environment, outstanding order book, liquidity position, recoverability of
receivables, the Company does not anticipate impairment of any of its assets.

45. Details of provisions and movements in each class of provisions.


Particulars Provision for
leave encashment
Carrying amount as at 1st April 2019 89.73

Add: Provision during the year 2019-20 -


Less: Amount paid during the year 2019-20 1.04
Less: Amount reversed during the year 2019-20
14.74
Carrying amount as at 31 March 2020
73.94
Add: Provision during the year 2020-21
Less: Amount paid during the year 2020-21 7.62
Less: Amount reversed during the year 2020-21 1.84

Carrying amount as at 31 March 2021 79.72

46. Previous Years figures are rearranged and regrouped wherever necessary

44th Annual Report 127


As per our report of even date For and on behalf of the Board of Directors of
P G BHAGWAT LLP Menon Pistons Limited
Chartered Accountants
FRN:101118W/W100682

Mr. Akshay B. Kotkar Mr. Sachin Menon Mr. R. D. Dixit


Partner Chairman & Managing Director Director
Membership No.140581 DIN:00134488 DIN:00626827
UDIN : 21140581AAAADN3659

Place : Kolhapur Mr. S.B.P. Kulkarni Mr. Deepak Suryavanshi


Date : June 10. 2021 CFO & Associate Vice President Company Secretary

128 44th Annual Report


Notes

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