Menon Pistons Ltd.
|BSE: 531727||Sector: Auto|
|NSE: N.A.||ISIN Code: INE650G01029|
|BSE 15:41 | 27 Mar 2018||Menon Pistons Ltd|
|NSE 05:30 | 01 Jan 1970||Menon Pistons Ltd|
Menon Pistons Ltd. (MENONPISTONS) - Director Report
Company director report
The Members of Menon Pistons Limited.
The Directors take pleasure in presenting the 39th Annual Report together with theaudited financial statements for the year ended 31ST March 2016. The Management Discussionand Analysis Report has also been incorporated into this report.
Directors have tried to maintain coherence in disclosures and flow of the informationby clubbing required information topic-wise and thus certain information which isrequired in Directors Report is clubbed elsewhere and has to be read as a part ofdirectors' report.
1. FINANCIAL SUMMARY / HIGHLIGHTS:
(Rs. in Lakhs )
2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
In spite of adverse market conditions the Company had achieved Rs. 132.68 Croresturnover as compared to Rs. 145.66 Crores in the previous financial year. The Company istaking steps to perform better by overcoming the adverse market condition.
3. CHANGE IN NATURE OF BUSINESS IF ANY:
During the year there was no change in the nature of business of the Company.
Your Directors have declared an interim dividend of Rs. 4/- (Rupees Four only) perequity share of Rs. 10/- each on 13th March 2016 (Last year Final Dividend of Rs. 4/-per equity share i.e. 40%). The total outgo for the current year amounts to Rs.20400000/- (Rupees Two Crores Four Lakhs only) and dividend distribution tax of Rs.4152947/- (Rupees Forty One Lakhs Fifty Two Thousand Nine Hundred and Forty Seven only).
5. TRANSFER TO RESERVES:
The Company proposes to transfer Rs.4500000/- (Rupees Forty Five Lakhs only) toGeneral Reserve.
6. PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 ("the Act") and the Companies (Acceptance of Deposits)Rules 2014.
7. SHARE CAPITAL OF THE COMPANY:
The paid up equity capital as on 31st March 2016 was Rs. 510 lakhs. Duringthe periodunder review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity.
8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company has made the necessary disclosures in this Report in terms of Section 134(3) of "the Act" read with Rules S of the Companies (Accounts) Rules 2014. TheCompany has always strived to optimize energy consumption. Details of the same areprovided in Annexure '1'.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions which were entered into during the financial year wereon an arm's length basis and in the ordinary course of business. All Related PartyTransactions are placed before the Audit Committee for their approval and to the Board asand when required. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website i.e. www.menonpistons.comPursuant to the provisions of Section 134 (3) (h) of the Companies Act 2013 theparticulars of contiacts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 and prescribed in Form AOC - 2 of Companies (Accounts)Rules 2014 are appended as Annexure 2 to this report. Related Party Transactionsduring the year have been disclosed as a part of Financial Statements as required underAccounting Standard 18 issued by the Institute of Chartered Accountants of India.
10. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:
The Company has no Subsidiary / Joint Ventures / Associate Companies.
11.SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the company and its future operations.
12. DIRECTORS AND KMP:
a) Changes in the composition of the Board of Directors:
During the year Dr. B.M. Hirdekar (DIN 07317067) was appointed as an AdditionalIndependent Director of the Company w.e.f. 29th October 2015 subject to approval ofshareholders at ensuing Annual General Meeting. The Company has received a Notice alongwith requisite deposit from member of the Company under Section 160 of "the Act"proposing his candidature for the office of Director of the Company. Your Board recommendshis appointment.
The Company appointed Mr. PankajGhorpade as a Company Secretary of the Company inplace of Mrs. Anuja Mallikar with effect from 30th July 2015.
In accordance with "the Act" and Articles of Association of the CompanyShri.Ram Menon Chairman and Director (DIN: 00111469) of the Company retire by rotationand is eligible for reappointment.
b) Committees of the Board:
The Board of Directors have constituted following committees in order to effectivelycater its duties towards diversified role under "the Act" and Equity ListingAgreement with the Stock
Exchanges and SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 ("Listing Regulations")
* Audit Committee;
* Stakeholders Relationship Committee;
* Nomination and Remuneration Committee;
* Risk Management Committee (Voluntary Constitution); and
* Corporate Social Responsibility Committee. Details of the constitution terms ofreferences of each Committee and number of meetings attended by individual director etc.are provided in the Corporate Governance Report.
c) Policy on Director's Appointment and Remuneration:
The Policy of the Company on Director's Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of thedirectors and other matters provided under Section 178 (3) of the Act and ListingRegulations adopted by the Board and details of the remuneration paid to the Board ofDirectors are provided in the Corporate Governance Report. We affirm that the remunerationpaid to the Directors is as per the terms laid down in the Nomination and RemunerationPolicy of the Company.
d) Board Performance Evaluation Mechanism: Pursuant to the provisions of "theAct" and Clause 49 of the Listing Agreement and Listing Regulations the Board hascarried out the annual performance evaluation. Details of the evaluation mechanism areprovided in the Corporate Governance Report.
e) Declarations from the Independent Directors:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Equity Listing Agreement with the Stock Exchanges and ListingRegulations.
13. NUMBEROFMEETINGSOFTHE BOARD:
A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year five Board Meetings were convened and held the details of which are given in theCorporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under "the Act" Secretarial Standards issued by the Instituteof Company Secretaries of India and Listing Regulations.
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of this report.
15. PARTICULARS OF LOAN GUARANTEES INVESTMENTS:
During the year under review the Company has not made any investments or given loan orprovided security or guarantees falling under the provisions of Section 186 of "theAct".
16. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:
As per clause 49 of the Equity Listing Agreement
with Stock Exchanges and Regulation 34(2)(e)' of Listing Regulations theManagement Discussion and Analysis Report and the Corporate Governance Report are appendedas a part of Annual Report. The Company has obtained a Certificate from the StatutoryAuditors confirming compliance with conditions of the Code of Corporate Governance asstipulated in Clause 49 of the Listing Agreement with the Stock Exchanges and Schedule V(E) of Listing Regulations and the sameforms part of this Annual Report.
17. EXTRACT OF THE ANNUAL RETURN:
Extract of the annual return as prescribed under Section 92 (3) of "the Act"in the Form MGT-9 is appended as Annexure '3' which forms part of this Report.
18. RISK MANAGEMENT:
Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize risks as also identify business opportunities. As a process the risks associated withthe business are identified and prioritized based on Severity Likelihood andEffectiveness of current detection. Such risks are reviewed by the Risk ManagementCommittee on a quarterly basis.
19.INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a 'Whistle Blower' Policy which provides adequate safeguards againstvictimization of persons who may blow whistle. In addition the Company also hasconstituted Internal Complaints Committee (under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 comprising of seniorexecutives of the Company. Protected disclosures can be made by a whistle blower throughan email or dedicated telephone line or letter to the Managing Director of the Company orLetter to the Chairman of Audit Committee. Whistle Blower Policy may be accessed on theCompany's website at the link: 'www.menonpistons.com'.
21. CODE OF CONDUCT COMPLIANCE:
A declaration signed by the Managing Director affirming compliance with the Company'sCode of Conduct by the Directors and Senior Management for the Financial Year 2015-16 asrequired under Clause 49 of the Equity Listing Agreement with Stock Exchange and ScheduleV(D) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 isincluded in the Corporate Governance Report.
22. DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of the provisions of Section 134 (5) of "the Act" yourDirectors make the following statement:
a) that in the preparation of the annual accounts for the year ended March 31 2016the applicable accounting standards have been followed and there was no material departurefrom the same;
b) that the Directors have selected such accounting policies and applied themconsistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on March 31 2016 and of the profit for theperiod April 12015 to March 312016;
c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of "the Act" forsafeguarding the assets of the Company and for preventing and detectingfraud and otherirregularities;
d) that the Directors have prepared the annual accounts on a going concern basis;
e) that the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively during the year; and
f) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
23. PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197 (12) of the Act read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure'4' which forms part of this Report.
24. INDUSTRIAL RELATIONS:
Industrial relations at the Company's plants continue to be cordial.
a) STATUTORY AUDITORS:
The Statutory Auditors M/s. P. M. Vardhe & Company Chartered AccountantsKolhapur
retire and hold office until the conclusion of the ensuing Annual General Meeting andare eligible for re-appointment under "the Act". They have confirmed theireligibility to the effect that their re-appointment if made would be within theprescribed limits under the Act and that they are not disqualified for re-appointment. Asrequired under Clause 49 of the Listing Agreement and Regulation '33 (l)(d)' of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 the StatutoryAuditors have also confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India. The Statutory Audit Report doesnot contain any qualification reservation or adverse remark
Mr. Abhay Golwalkar Chartered Accountant Kolhapur was appointed to conduct theinternal audit of the Company for the Financial Year 201516 as required under Section 138of the Act and the Companies (Accounts) Rules 2014.
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined. To maintain its objectivity and independence the Internal Auditor Reports to theChairman of the Audit Committee of the Board & also to the Managing Director. Based onthe report of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board andaccordingly
implementation has been carried out by the process owners.
c) SECRETARIAL AUDITOR:
M/s. DVD and Associates Company Secretaries Pune was appointed to conduct thesecretarial audit of the Company for the Financial Year 201516 as required under Section204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. The Secretarial Audit Report in Form MR-3 for Financial Year 2015-16 isappended which forms part of this Directors Report as Annexure 5. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.
d) COST AUDITORS:
Pursuant to Section 148 of "the Act" read with The Companies (Cost Recordsand Audit) Amendment Rules 2014 the cost audit records maintained by the Company inrespect of its manufacturing activity is required to be audited. Your Directors had onthe recommendation of the . Audit Committee appointed Mr. Chandrashekhar S. AdwadkarPracticing Cost Accountants Pune to audit the cost accounts of the Company for theFinancial Year 2016-17 on a remuneration of Rs.1.50 Lakhs. As required under "theAct" the remuneration payable to the cost auditor is required to be placed beforethe Members at a general meeting for their determination. Accordingly a Resolutionseeking Member's determination for the remuneration payable to Mr. Chandrashekhar S.Adwadkar Practicing Cost Accountants Pune is included at Item No. 6 of the Noticeconvening the Annual General Meeting. The Cost Audit Report does not contain anyqualification reservation or adverse remark
26. SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards issued by The Institute ofCompany Secretaries of India (ICSI).
27. CORPORATE SOCIAL RESPONSIBILITY POLICY AND ITS REPORT:
The Board of Directors of the Company have constituted the Corporate SocialResponsibility Committee (CSR Committee) as per the requirement of the Section 135 of"the Act" read with the Companies (Corporate Social Responsibility Policy)Rules 2014. The said Committee has formulated the CSR Policy indicating the activities tobe undertaken by the Company monitoring the implementation of the frame work of the CSRPolicy and recommending the amount to be spent on CSR activities. Additionally the CSRPolicy has been uploaded on the website of the Company at
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from th6 financial institutions banks government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.