MPL Annual Report 2020-2021
MPL Annual Report 2020-2021
MPL Annual Report 2020-2021
CIN - L34300MH1977PLC019823
th
44 Annual Report 2020-2021
Contents
Board of Directors, Company Information, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Financial Statements as at and for the year ended March 31, 2021 . . . . . . . . 73 - 128
Mr. R. D. Dixit
Non – Executive & Non-Independent Director
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:
“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
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.”
Sachin Menon
Place : Kolhapur Chairman & Managing Director
Date : 10.06.2021 DIN: 00134488
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
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.
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 (@!#$&*), at least one numeral, at least one alphabet and
at least one capital letter).
▶ Click “confirm” (Your password is now generated).
2. Click on 'Login' under 'SHARE HOLDER' tab.
3.Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on
'Submit'.
4. After successful login, you will be able to see the notification for e-voting. Select
'View' icon.
5.E-voting page will appear.
6. Refer the Resolution description and cast your vote by selecting your desired option '
Favour / Against' (If you wish to view the entire Resolution details, click on the 'View
Resolution' file link).
7. After selecting the desired option i.e. Favour / Against, click on 'Submit'. A confirmation
box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your
vote, click on 'No' and accordingly modify your vote.
Individual Shareholders holding securities in Physical mode & evoting service Provider is LINKINTIME, have
forgotten the password:
o Click on 'Login' under 'SHARE HOLDER' tab and further Click 'forgot password?'
o Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on 'Submit'.
* In case shareholders/ members is having valid email address, Password will be sent to his / her registered e-mail
address.
* Shareholders/ members can set the password of his/her choice by providing the information about the particulars of
the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.
* The password should contain minimum 8 characters, at least one special character (@!#$&*), 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 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.
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.
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.
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/
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
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
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
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.
Sachin Menon
Place : Kolhapur Chairman & Managing Director
Date : 10.06.2021 DIN: 00134488
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
Relationship with
existing Directors Not related
of the Company
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.
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.
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.
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.
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.
We affirm that during the financial year 2020-21, no employee or director was denied access to the Audit
Committee.
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
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
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.
Sachin Menon
Place : Kolhapur Chairman & Managing Director
Date : 10.06.2021 DIN: 00134488
(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:
Sachin Menon
Place : Kolhapur Chairman & Managing Director
Date : 10.06.2021 DIN: 00134488
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.
(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
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
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
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. - -
Ajitkumar Belur
Sachin Menon Chairman of Nomination
Place : Kolhapur
Chairman & Managing Director & Remuneration Committee
Date : 10.06.2021
DIN: 00134488 DIN: 00205336
(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
(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
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.
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.
Devendra Deshpande
FCS No. 6099
Place : Pune CP No. 6515
Date : 10.06.2021 PR NO: 1164 / 2021
UDIN: F006099C000441930
(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
(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:
NA NA NA NA NA
(c)
‘ The listed entity has taken the following actions to comply with the observations made in previous
reports:
Devendra Deshpande
FCS No. 6099
Place : Pune CP No. 6515
Date : 10.06.2021 PR NO: 1164 / 2021
UDIN: F006099C000441921
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.
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/-
(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
Total 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.
Sachin Menon
Chairman & Managing Director
Place : Kolhapur Chairman of CSR Committee
Date : 10.06.2021 DIN: 00134488
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:
Non Executive
Mr. Subhash Kutte
Independent Director 5 1 7 2 1 -
$
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
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.
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.
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.
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.
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
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.
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.
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.
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
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.
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.
The performance of the Board of Directors has been evaluated from time to time, details of the same has
been defined hereunder.
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.
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.
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.
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.
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.
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.
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.
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.
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
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.
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.
The Committee is responsible for identifying developments in the environment or in internal operating
processes that could materially affect the profile of risks.
o The Board shall be responsible for framing, implementing and monitoring the risk management plan of
the Company.
In order to mitigate the Risk the Company has adopted the policy which has been properly executed.
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
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.
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.
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
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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.
l) Plant Locations:
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.
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.
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
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.
Sachin Menon
Chairman & Managing Director
DIN: 00134488
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.
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.
Akshay B. Kotkar
Partner
Place : Kolhapur Membership No.: 140581
th
Date : 10 June, 2021
Sachin Menon
Place : Kolhapur Chairman & Managing Director
Date : 10.06.2021 DIN: 00134488
[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.
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.
__________________
Devendra Deshpande
Proprietor
FCS 6099, CP 6515
Place: Kolhapur PR NO 1164 / 2021
Date: 10.06.2021 UDIN : F006099C000441919
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.
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 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.
* Obtaining an understanding of and assessing the design, implementation and operating effectiveness of
* 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
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.
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
* 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.
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.
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.
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.
Akshay B. Kotkar
Partner
Place : Kolhapur Membership No. 140581
Date : 10 June 2021 UDIN : 21140581AAAADN3659
(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:.
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.
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
Akshay B. Kotkar
Partner
Place : Kolhapur Membership No. 140581
Date : 10 June 2021 UDIN : 21140581AAAADN3659
(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.
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.
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.
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.
Akshay B. Kotkar
Partner
Place : Kolhapur Membership No. 140581
Date : 10 June 2021 UDIN : 21140581AAAADN3659
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
Income
Revenue from operations 22 13,710.94 11,775.06
Other income 23 58.62 42.92
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 comprehensive income for the year, net of tax 869.99 425.66
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
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
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
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
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
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 %
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.
Less : Appropriations
Dividend Paid - (612.00)
Tax on Dividend - (125.80)
TOTAL 7,816.70 6,946.71
510.00 -
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
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
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
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
(Rs. in Lakhs)
Cash & Cash
Particulars Borrowings Total
Equivalents
Net Debt As on April 1, 2019 137.67 (244.83) (107.16)
(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
(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
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)
The Company is manufacturing Pistons & Pins for Diesel Engines, Cars, LCVs / HCVs. Company's
equity shares are listed on BSE Limited.
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:
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.
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.
= 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.
= 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.
= 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.
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.
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
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.
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.
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.
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.
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
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.
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.
External valuation experts are involved for valuation of significant assets and liabilities. Involvement
of external valuation experts is decided upon annually by the management.
Financial assets
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.
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
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.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period
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.
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.
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.
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.
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.
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.
ii) Disputed Service Tax Liability 2009-10 (Matter Subjudice) 0.96 0.96
The company has filed Appeal in CCE (Appeals) Pune-II.
(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)
(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
c) Basic and diluted earning per share of nominal value of Re 1/- 1.75 0.86
each in Rs.
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)
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
Sr.
No. Name of the Related Party Relationship
Menon Piston Rings Pvt. Ltd. CMD and close members of 186.15 72.40
CMD having joint control
over Entity
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)
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
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.
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 -
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
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.
st
As at 31 March 2020
1) Expected credit loss for loans, security deposits and investments
(Rs. in Lakhs)
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.
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
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:
Details of revenue contibuted by single customer that exceeds 10% of total revenue:
1. Menon Exports ( 22.54%)
2. Cummins India Ltd (10.82%)
46. Previous Years figures are rearranged and regrouped wherever necessary