menon bearings ltd Directors report

To,

The Members,

Your directors feel great pleasure in presenting the 32 Annual Report of your Company along with the Audited Financial Statements for the financial year ended 31 March, 2023.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakh)

	Standalone		Consolidated*
Sr. Particulars No.
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	31 March, 2023	31 March, 2022	31 March, 2023
1. Total Revenue (Net)	21,986.35	19,800.38	21,986.35
2. Profit before Depreciation & Amortization
Expenses, Finance Cost and Tax	5,345.28	4,268.90	5,333.40
3. Less : Depreciation and Amortization Expenses	791.56	774.63	791.56
Finance Cost	291.06	259.13	291.06
4. Profit before Tax	4,262.66	3,235.14	4,250.78
5. Less: Provision for Tax (including Deferred Tax)	990.60	781.76	990.60
6. Profit after Tax	3,272.06	2,453.38	3,260.18
7. Other Comprehensive Income	(5.72)	(5.94)	(5.78)
8. Total Comprehensive Income	3,266.34	2,447.44	3,254.46
9. Balance of Profit as per last Balance Sheet	9,433.86	8,182.22	9,433.86
10. Balance Available for Appropriation	12,700.20	10,629.66	12,688.32
11. Rate of Dividend paid	200%	200%	200%
12. Dividend Paid	1,120.80	1,120.80	1,120.80
13. Transfer to General Reserve	75.00	75.00	75.00
14. Balance of Profit carried to Balance Sheet	11,504.40	9,433.86	11,492.52

*Consolidation became applicable for the first time during this financial year, hence previous financial year figures are not applicable.

REVIEW OF OPERATIONS:

The Company is engaged in the business of manufacturing of "Auto Components". During the financial year under review, the Company has registered a turnover of Rs. 21,986.35 Lakh (previous year Rs. 19,800.38 Lakh) and earned net Profit after Tax of Rs. 3,272.06 Lakh (previous year Rs. 2,453.38 Lakh).

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The Company incorporated a wholly owned subsidiary company namely Menon Brakes Private Limited on 12

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December, 2022, which started its commercial production w.e.f. 1 April, 2023.

During the financial year under review, the Company has registered a consolidated turnover of Rs. 21,986.35 Lakh and earned consolidated net Profit After Tax of Rs. 3,260.19 Lakh.

DIVIDEND:

The Companys overall performance during the financial year under review was satisfactory. Based on the performance, the Company declared interim dividend @ Rs. 2.00 per Equity Share (previous year Rs. 2.00 per

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Equity Share), being 200% of the paid up Equity Share Capital of the Company for the financial year ended 31 March, 2023. Considering current market scenario and to conserve resources, your directors are not

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recommending any further dividend for the financial year ended 31 March, 2023 and the interim dividend already paid may be taken as final dividend for the financial year under review.

SHARE CAPITAL OF THE COMPANY:

During the financial year under review, there was no change in the paid up share capital of the Company. As on

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31 March, 2023, the paid up share capital of the Company was Rs. 5,60,40,000/- divided into 5,60,40,000 Equity Shares of Re. 1/- each.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business activities of the Company during the financial year under review.

New product line in auto component segment i.e. eco-antifriction (asbestos free) materials with products such as brake lining, brake shoes etc. has been started in wholly owned subsidiary company Menon Brakes Private

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Limited, and its commercial production commenced from 1 April, 2023.

RESERVES:

During the financial year under review, a sum of Rs. 75.00 Lakh (previous year Rs. 75.00 Lakh) was transferred to the General Reserve.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company incorporated one wholly owned subsidiary company namely Menon Brakes Private Limited on

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12 December, 2022 registered with Registrar of Companies, Pune, Maharashtra. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act"), a statement containing salient features of the financial statements of Menon Brakes Private Limited in Form AOC - 1 is annexed as Annexure I and forms part of this Annual Report.

During the financial year under review, the Company had no joint venture / associate company.

CONSOLIDATED AUDITED FINANCIAL STATEMENTS

Pursuant to the provisions of Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014 and as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has prepared Consolidated Audited Financial Statements consolidating financial statements of its wholly owned subsidiary namely "Menon Brakes Private Limited" with its financial statements in accordance with the applicable provisions of Indian Accounting Standards ("Ind-AS").

The Consolidated Audited Financial Statements along with the Independent Auditors Report thereon are annexed and forms part of this Report and the summarized consolidated financial position is provided in financial highlights stated above.

PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any deposits from public within the meaning of Sections 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN:

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As required under Section 92(3) read with Section 134(3)(a) of the Act, the copy of Annual Return as on 31 March, 2023 will be placed on the website of the Company and can be accessed at https://menonbearings.in/investor-relations/investorinformation.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Retirement by rotation

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Nitin Menon (DIN: 00692754),

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Executive Chairman of the Company retires by rotation at the ensuing 32 Annual General Meeting ("AGM") and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

b) Appointment and Re-appointment

No new director was appointed on the Board of Directors of the Company during the financial year under review.

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The members of the Company, in their 31 Annual General Meeting held on 22 September, 2022 re-appointed the following directors:

1. Mr. Nitin Menon (DIN: 00692754) as Executive Chairman of the Company for a further period of 5 (five) years effective from 1 April, 2023.

2. Mr. R. D. Dixit (DIN: 00626827) as Managing Director of the Company for a further period of 5 (five) years effective from 1 April, 2023.

3. Mrs. Kailash Nevagi (DIN: 03011076) as an Independent Director (Non Executive) of the Company for second term of 5 (five) consecutive years effective from16 April, 2023.

The current tenure of Mr. Arun Aradhye as Whole Time Director (designated as WTD & CFO) of the Company is upto 30 January, 2024. Considering his knowledge, expertise, experience and contribution made by him in the progress of the Company and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on 28 April, 2023 re-appointed Mr. Arun Aradhye as Whole Time Director of the Company for a further period of 5 (five) years with effect from 31 January, 2024, subject to approval of the members in their general meeting. Accordingly, your Board seeks members approval for re-appointment of Mr. Arun Aradhye as Whole Time Director of the Company.

Dr. Santosh Prabhu was appointed as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 24 October, 2018 and his current tenure ends on 23 October, 2023. Considering his knowledge, expertise and experience and performance evaluation of his first term of 5 (five) years, the Nomination and Remuneration Committee has recommended for re-appointment of Dr. Santosh

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Prabhu for a second term of 5 (five) consecutive years with effect from 24 October, 2023. Accordingly, your Board recommends for re-appointment of Dr. Santosh Prabhu as an Independent Director of the Company for th a second term of 5 (five) consecutive years with effect from 24 October, 2023, whose office shall not be liable to retire by rotation.

As stipulated under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the directors proposed to be re-appointed / fixation of remuneration is annexed to the Notice convening the 32 AGM of the Company. The additional details as required under clause (iv) to second proviso of Section II B of Part II of Schedule V of the Act are also annexed to the said Notice.

To fill vacancy occurred upon resignation of Mrs. Neha Harolikar, Company Secretary and Compliance Officer of the Company and pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 6 of the Listing Regulations, the Board of Directors of the Company appointed Mr. Manmay Kalyankar, an Associate Member of the Institute of Company Secretaries of India, having Membership No. A29264 as Company Secretary and Compliance Officer of the Company w.e.f.19 January, 2023.

c) Cessation

Mrs. Neha Harolikar (Membership No. A40901) Company Secretary and Compliance Officer of the Company resigned from the services of the Company with effect from the closing hours of 17 December, 2022. The Board places on record its sincere appreciation for her hard work during her stint in the Company.

d) Declaration from Independent Directors

The Company has received the necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and pursuant to Regulation 25(8) of the Listing Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, which mandated the inclusion of an Independent Directors name in the data bank of Indian Institute of Corporate Affairs.

None of the directors of your Company are disqualified under provisions of Section 164(2) of the Act. Your directors have made necessary disclosures, as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience and are independent of the management.

e) Number of Directors

As per Regulation 17(1)(c) of the Listing Regulations, the Company is required to appoint minimum 6 (six) directors including one woman director on its Board, out of them half of the board should consist of independent directors.

At present, in compliance with the aforesaid provisions, your Company has six directors consisting of three Independent Directors including a woman director and three Executive Directors.

f) Annual Performance and Board Evaluation

The Board has devised a policy pursuant to the applicable provisions of the Act and the Listing Regulations for performance evaluation of the Chairman, Board as a whole and individual directors (including Independent Directors) and Committees, which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.

The Board has devised questionnaire to evaluate the performance of Board as a whole, Board Committees and individual directors and Chairperson. The Chairman of respective Board Committees shared the report on evaluation with the Board. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the individual directors were reviewed by the Board.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

i. Attendance at Board and Committee Meetings; ii. Quality of contribution to the deliberations; iii. Strategic perspectives or inputs regarding future growth of the Company and its performance; and iv. Providing perspectives and feedback going beyond information provided by the management.

In a separate meeting of Independent Directors, taking into account the views of Executive Directors and Non-Executive Directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated.

g) Key Managerial Personnel ("KMP")

The details of Key Managerial Personnel of the Company are as follows:

Sr. No.	Name of Key Managerial Personnel	Designation
1.	Mr. Nitin Menon	Executive Chairman
2.	Mr. R. D. Dixit	Managing Director
3.	Mr. Arun Aradhye	Whole Time Director & Chief Financial Officer
4.	Mrs. Neha Harolikar th (upto 17 December, 2022) th	Company Secretary and Compliance Officer
5.	Mr. Manmay Kalyankar (w.e.f 19 January, 2023)	Company Secretary and Compliance Officer

Apart from the above, no other Director or KMP were appointed or retired or resigned during the financial year under review.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policies and strategy apart from other Board business. A tentative annual calendar of the Board and Committee meetings is informed to the directors in advance to facilitate them to plan their schedule accordingly and to ensure meaningful participation in the meetings. However, in case of special or urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent meeting of the Board of Directors.

The notice of meetings of the Board of Directors and Committees are given well in advance to all the directors of the Company. Usually, meetings of the Board are held in Kolhapur, Maharashtra. The agenda of the Board /

Committee meetings are circulated at least 7 days before the date of the meeting. The agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meeting to enable the directors make informed decisions.

During the financial year under review, the Board of Directors met 5 (five) times, the details of which are given in the report on Corporate Governance, forming part of this report. The intervening gap between two consecutive meetings was within the period prescribed under the Act and the Listing Regulations.

DIRECTORS RESPONSIBILITY STATEMENT:

Your directors to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3) read with Section 134(5) of the Act state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

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Company at the end of the financial year 31 March, 2023 and of the profit of the Company for that period; c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF THE BOARD:

In accordance with the provisions of the Act and the Listing Regulations, the Company has constituted four committees of the Board, namely:

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Nomination and Remuneration Committee; and

4. Corporate Social Responsibility Committee.

Details of the said Committees along with their charter, composition and meetings held during the financial year under review are provided in the report on Corporate Governance, forming part of this report. .

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AUDIT COMMITTEE:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations.

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As on 31 March, 2023, the Audit Committee comprised of 4 (four) members viz., Mr. M. L. Shinde, Mr. R. D. Dixit, Mrs. Kailash A. Nevagi and Dr. Santosh Prabhu. Mr. M. L. Shinde is the Chairman of the Audit Committee and the Company Secretary and Compliance Officer of the Company acts as the Secretary to the Audit Committee.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Companys internal control and financial reporting process and vigil mechanism.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has adopted Vigil Mechanism / Whistle Blower Policy as per the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations to deal with instances of fraud and mismanagement. It also provides adequate safeguards against victimization of directors or employees or any other person who avails the mechanism and it provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The details of the Vigil Mechanism are provided in the report on Corporate Governance and also posted on the website of the Company at https://static1.squarespace.com/static/54df3692e4b0d9caed7742ae/t/5d008ce9be4f020001580c21/15603 17231963/Whistle+Blower+Policy.pdf

We affirm that during the financial year under review, no employee or director was denied access to the Chairman of the Audit Committee.

PARTICULARS OF EMPLOYEES:

The information, as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure - II, forming part of this report.

The statement containing particulars of employees, as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in this report as Annexure - III, forming part of this report.

REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations and on recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted a policy for selection and appointment of directors, senior management and their remuneration. The Remuneration Policy has been placed on the website of the Company and is available at https://static1.squarespace.com/static/54df3692e4b0d9caed7742ae/t/56f8c9c4a3360c3a90bf041e/145914 5236512/Policy+on+criteria+for+appointment+%26+remuneration+of+directors%2C+KMPs+%26+Senior+ Management+personnel.pdf

STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 31 AGM held on 22 September, 2022 appointed M/s. A R N A & Associates, Chartered Accountants, Kolhapur (FRN: 122293W) as Statutory Auditors of the Company for a term of 5 (five) consecutive years, and accordingly they will hold office as such till the conclusion of the 36 Annual General

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Meeting of the Company to be held for the financial year ending 31 March, 2027.

M/s. A R N A & Associates, Chartered Accountants, have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules, 2014, confirming that they are eligible for continuance as Statutory Auditors of the Company.

STATUTORY AUDITORS REPORT:

The Statutory Auditors reports on the Audited Standalone and Consolidated Financial Statements of the

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Company for the financial year ended 31 March, 2023 forms part of this report.

The Statutory Auditors Reports on the Audited Standalone and Consolidated Financial Statements for the financial year ended 31 March, 2023 do not contain any qualifications, reservations or adverse remarks or disclaimer. Further, they have not reported any fraud as specified under the second proviso to Section 143(12) of the Act.

COST AUDITORS:

As per the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company re-appointed M/s. C. S. Adawadkar & Co., Cost Accountants, Pune (FRN: 100401) as Cost Auditors of the Company to conduct audit of cost records pertaining to manufacturing of Aluminum products, Bi-metallic products and tractors and other motor vehicles (including automotive components) for the financial year 2023-24, at a remuneration of Rs. 1,25,000/- (Rupees One Lakh Twenty Five Thousand only) plus taxes, as applicable and out of pocket expenses on actual basis, subject to ratification of remuneration by the members of the Company in their general meeting. A resolution seeking ratification of the remuneration payable to the said Cost Auditors for the financial year 2023-24 by the members is provided in the Notice of the ensuing 32 AGM of the Company.

COST RECORDS:

The Cost accounts and records as required to be maintained under Section 148(1) of the Act are duly made and maintained by the Company.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. M Baldeva Associates, Company Secretaries, Thane to undertake Secretarial Audit of the Company for the financial year 2022-23.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their report for the financial year 2022-23 and the same is annexed to this report as Annexure - IV and forms part of this report.

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INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, re-appointed Mr. Abhay Golwalkar, Chartered Accountant, Kolhapur as Internal Auditor of the Company for the financial year 2022-23. Internal Auditor submits his report to the Audit Committee on quarterly basis.

Based on the report of Internal Auditor, the management undertakes corrective actions in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain the highest standard in Internal Financial Control.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, the following have been made part of the Annual Report and are annexed to this report:

O Management Discussion and Analysis Report; O Report on Corporate Governance; O Declaration on compliance with Code of Conduct;

O Certificate from Practicing Company Secretary that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies; and O Auditors certificate regarding compliance of conditions of Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and has framed policy on Corporate Social Responsibility. As part of its initiatives under CSR, the Company has identified various projects / activities in accordance with Schedule VII of the Act.

The details of CSR activities undertaken during the financial year 2022-23, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are annexed as Annexure - V and forms part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year under review with related parties were in the ordinary course of business on arms length basis and are reported in the Notes to

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Accounts for the financial year ended 31 March, 2023.

The details of material related party transactions as referred to in Section 188(1) of the Act in the prescribed Form AOC-2 under the Companies (Accounts) Rules, 2014 are given in Annexure - VI and forms part of this report.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has formulated the Related Party Transaction Policy and the same is uploaded on the Companys website at https://static1.squarespace.com/static/54df3692e4b0d9caed7742ae/t/6242e43417456f38e4a7f9b8/164855 0976746/Related+Party+Transactions+Policy.pdf

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes or commitments affecting the financial position of the Company occurred between end of the financial year to which the financial statements relate and the date of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees or investments made by the Company as required under Section 186 of the

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Act are given under Notes to Accounts for the financial year ended 31 March, 2023 and forms part of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, which remained unpaid / unclaimed for seven years or more. Further, according to the said Rules, the shares on which dividend remained unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat Account of the IEPF Authority. Accordingly, during the financial year under review, the Company transferred 1,04,500 Equity Shares to the Demat Account of the IEPF Authority for which dividend remained unpaid / unclaimed for seven consecutive years or more.

In terms of the provisions of Section 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, during the financial year under review, an amount of Rs. 13,87,306.40 which remained unpaid and unclaimed dividend for the financial year 2014-15 was transferred to the IEPF account.

Further, the unpaid and unclaimed dividend amount lying with the Company for the financial year 2015-16 is due to transfer to the IEPF. The complete details of the same are available on the Companys website viz. https://menonbearings.in/investor-relations/financials-information.

The Board has appointed Mr. Arun Aradhye, Whole Time Director and Chief Financial Officer of the Company as Nodal Officer to ensure compliance with the IEPF Rules.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted an Internal Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, no complaint was filed before the said Committee. No complaint was pending at the beginning or end of the financial year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology absorption, Foreign exchange earnings and outgo are given in Annexure - VII and forms part of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your directors confirm compliance of the same during the financial year under review.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.

VALUATION OF ASSETS:

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

ACKNOWLEDGEMENTS:

Your directors wish to place on record their gratitude for the continued co-operation and patronage extended by the esteemed customers both in OEM and Replacement Market segments. The directors would also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended during the financial year under review by our bankers, customers, suppliers and Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees at all levels during the financial year under review.

For and on behalf of the Board of Directors of Menon Bearings Limited

	Nitin Menon
Place : Kolhapur	Executive Chairman
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Date : 28 April, 2023	DIN: 00692754