Mold-Tek Packaging Annual Report 2015...Mold-Tek Packaging Annual Report 2015 6 2014-15 2013-14 2012-13 2011-12 2010-11 Gross income from operations 318,66 283,93 212,99 190,49 163,06

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Chairman’s Message 1

Our Management 2

Latest Innovation 3

Proposed Plant in RAK 4

Corporate Information 5

Five Year Performance Review 6

Notice of AGM 7

Directors’ Report 22

Management Discussion & Analysis 46

Report on Corporate Governance 49

Independent Auditors’ Report 62

Balance Sheet 66

Statement of Profit and Loss 67

Cash Flow Statement 68

Notes forming part of the Financial Statements 69

Proxy Form 89

Attendance Slip 91

Design & production Capricorn, Hyderabad

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Mold-Tek Packaging Annual Report 2015

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Corporate Information

BOARD OF DIRECTORS

J. Lakshmana Rao, Chairman & Managing Director

A. Subramanyam, Deputy Managing Director

P. Venkateswara Rao, Deputy Managing Director

J. Mytraeyi, Non-Executive Promoter Director

P. Shyam Sunder Rao, Non-Executive Independent Director

Dr. T. Venkateswara Rao, Non-Executive Independent Director

Vasu Prakash Chitturi, Non-Executive Independent Director

Dr. N.V.N. Varma, Non-Executive Independent Director

CHIEF FINANCIAL OFFICER

A. Seshu Kumari

COMPANY SECRETARY

Priyanka Rajora

STATUTORY AUDITORS

Praturi & Sriram

Chartered Accountants

201, Sapthagiri Residency

1-10-98/A, Chikoti Gardens

Begumpet,

Hyderabad - 5000 016

COST AUDITORS

A.S. Rao & Co.

Cost Accountants

1-2-19/5, Street No.2,

Kakatiya Nagar, Habsiguda,

Hyderabad - 500 007

INTERNAL AUDITORS

GMK Associates


607, Raghava Ratna Towers

Chirag Ali Lane,

Hyderabad - 500 001

SECRETARIAL AUDITORS

P. Vijaya Bhaskar & Associates

Practicing Company Secretaries

H. No. 6-3-596/90

Naveen Nagar, Road No.1

Banjara Hills,

Hyderabad - 500 034

LEGAL ADVISOR

M. Radhakrishna Murthy, Advocate

Vidya Nagar, Hyderabad

BANKERS

Citibank N.A.

Yes Bank Limited

ICICI Bank Limited

HSBC Bank

REGISTERED OFFICEPlot # 700, Road No. 36, Jubilee Hills,Hyderabad - 500 033, TelanganaPhone : +91 40 4030 0300Fax : +91 40 4030 0328E-mail : [email protected]

[email protected]

WORKS

Unit - IAnnaram Village,Near Air Force Academy,Jinnaram Mandal,Medak District,Telangana

Unit - IISurvey No.164/Part,Dommarapochampally Village,Quthbullapur Mandal,Ranga Reddy District,Telangana

Unit - IIISurvey No.160-A, 161-1, & 161-5,Kund Falla, Behind Hotel Hilltop,Near Coastal Highway,Bhimpore, Nani Daman,Daman - 396 210

Unit - IVSurvey No.79,Alinagar, Jinnaram Mandal,Medak District,Telangana

Unit - VSurvey No.110/1A1, 110/1A2,Street No.1, Onnalvadi,Hosur, Krishnagiri District,Tamilnadu - 635 125

Unit - VISurvey No.586 to 589/Part,Dundigal Village, Near SGS Ashram,Quthbullapur Mandal,Ranga Reddy District,Telangana

Unit - VIIGAT No.656,Khandala - Lonand Road,Mhavashi (Village),Dhawad Wadi, KhandalaSatara District - 412 802Maharashtra

CIN: L21022TG1997PLC026542 | Website: www.moldtekgroup.com


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2014-15 2013-14 2012-13 2011-12 2010-11

Gross income from operations 318,66 283,93 212,99 190,49 163,06

Growth rate (%) 12.23 33.31 11.82 16.82 25.53

Less: Excise duty 33,63 30,21 22,66 17,43 14,66

Other income 80 51 31 26 77

NET INCOME 285,83 254,24 190,64 174,56 150,44

Growth rate (%) 12.43 33.36 9.21 16.03 24.16

Material cost 185,37 168,27 124,60 116,38 98,59

% to Net income 64.85 66.19 65.36 66.67 65.53

Overheads 59,69 55,94 45,74 35,59 31,27

% to Net income 20.88 22.00 23.99 20.39 20.78

EBIDTA 40,77 30,03 20,30 21,34 19,32

% to Net income 14.26 11.81 10.65 12.23 12.84

Depreciation 8,23 6,95 5,46 4,41 4,33

Interest & finance expenses 7,25 8,40 5,80 3,80 2,91

PBT 25,29 14,68 9,04 13,13 12,08

% to Net income 8.85 5.77 4.74 7.52 8.03

Taxes 8,47 4,82 3,03 3,65 3,98

PAT 16,82 9,86 6,01 9,48 8,10

% to Net income 5.88 3.88 3.15 5.43 5.38

Prior period adjustments/extrodinary item (5) 79 23 15 9

NET PROFIT 16,87 9,07 5,78 9,33 8,00

% to Net income 5.90 3.57 3.03 5.32 5.32

Growth rate (%) 86.00 56.92 (38.06) 16.59 8.79

Equity dividend (%) 40 30 20 50 50

Dividend payout (including tax) 6,64 3,96 2,62 6,52 5,11

Share capital 13,84 11,28 11,25 11,22 8,00

Reserves & surplus 101,82 41,22 37,84 35,10 20,92

NETWORTH 115,66 52,50 49,10 46,32 28,91

Net fixed assets 74,32 74,53 72,87 57,68 40,20

Total assets 169,31 165,60 144,91 121,62 92,35

Market capitalization 294,65 45,12 40,97 65,06 38,46

KEY INDICATORS

Earnings per share

(After prior period adjustments) (`) 14.4 8.05 5.14 10.33 10.01

Turnover per share (`) 206.51 225.45 169.40 156.35 188.17

Book value per share (`) 83.57 46.54 43.63 41.30 36.16

Dividend payout ratio 39.36 43.66 45.33 69.85 63.88

Debt:Equity ratio 0.13:1 1.25:1 1.35:1 1.11:1 1.33:1

Five years performance review

` Lakhs

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Notice

NOTICE is hereby given that the 18th Annual General

Meeting of the Members of Mold-Tek Packaging Limited will

be held on Monday, 28th day of September, 2015 at 10.30

a.m. at Best Western Jubilee Ridge, Plot No. 38 & 39, Kavuri

Hills, Road No.36, Jubilee Hills, Hyderabad – 500 033,

to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the audited financial

statements for the financial year ended 31st March,

2015, and the Report of the Directors and Auditors

thereon.

2. To confirm the payment of interim dividend and to

declare final dividend on equity shares for the financial

year ended 31st March, 2015.

3. To appoint a director in place of J. Mytraeyi, Director

(DIN: 01770112), who retires by rotation and being

eligible, offers herself for re-appointment.

4. To ratify appointment of Auditors and fix their

remuneration and in this regard to consider and if

thought fit, to pass, with or without modification(s),

the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections

139, 142 and other applicable provisions, if any, of

the Companies Act, 2013 and the Rules framed there

under, the appointment of M/s. Praturi & Sriram,

Chartered Accountants, Hyderabad (ICAI Firm

Registration No. 002739S), as Auditors of the Company,

by resolution passed at the 17th Annual General

Meeting of the Company, to hold office from the

conclusion of the 17th Annual General Meeting until

the conclusion of the 20th Annual General Meeting,

be and is hereby ratified for the balance term and

accordingly they continue to hold office from the

conclusion of the 18th Annual General Meeting until

the conclusion of the 20th Annual General Meeting and

the Board of Directors be and are hereby authorized

to fix their remuneration, in accordance with the

recommendation of the Audit Committee, in

consultation with the Auditors.”

SPECIAL BUSINESS

5. To consider and, if thought fit, to pass, with or without

modifications, the following resolution as a Special

Resolution:

“RESOLVED THAT in modification to the resolution

passed by the Members of the Company at the 16th

Annual General Meeting held on 30th September, 2013

and subject to the approval of Central Government, if

required, and pursuant to the provisions of Sections

196, 197, 198, 203 and other applicable provisions, if

any, of the Companies Act, 2013 read with Schedule V

of the said Act (including any statutory modification(s)

or re-enactment(s) thereof for the time being in force),

consent of the Company, be and is hereby accorded

towards the increase/revision of remuneration to J.

Lakshmana Rao, Chairman & Managing Director (DIN:

00649702) of the Company to `9,10,000 - 90,000 -

1,00,000 - 11,00,000 per month with effect from 1st

April, 2016 to 31st March, 2019, as may be determined

by Board of Directors from time to time subject to all

applicable laws, rules & regulations, in the following

manner to be drawn either from Mold-Tek Technologies

Limited or partly from Mold-Tek Packaging Limited and

the balance from Mold-Tek Technologies Limited:

a. Salary

The Company shall pay to J. Lakshmana Rao, in

consideration of the performance of his duties, a

salary of ̀ 9,10,000 - 90,000 - 1,00,000 - 11,00,000

per month with effect from 1st April, 2016 to 31st

March, 2019 to be drawn either from Mold-Tek

Technologies Limited or partly from Mold-Tek

Packaging Limited and the balance from Mold-

Tek Technologies Limited.

b. Perquisites & allowances

In addition to the above salary, J. Lakshmana Rao

shall be entitled to perquisites and allowances

like accommodation (furnished or otherwise) or

house rent allowances in lieu thereof,

reimbursement of expenses or allowance for gas,

electricity, water, furnishing etc., medical

reimbursement, leave travel allowances, club fee,

and such other perquisites and allowances under

the Company’s rules. The total cost of the

aforesaid perquisites, allowances and other

benefits (including rent/HRA) shall be restricted

to 40% of the salary per month.

c. Other benefits

In addition to the above salary and perquisites,

J. Lakshmana Rao shall be entitled to the

following annual benefits which shall not be


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included in the computation of the ceiling of

remuneration specified in paragraph (a) and (b)

above:

i. Provident and superannuation fund: The

Company’s contribution to the provident

fund, superannuation fund or annuity fund

to the extent these either singly or put

together are not taxable under the Income

Tax Act. The said contribution will not be

included in the computation of the ceiling

on remuneration.

ii. Gratuity: Gratuity payable shall not exceed

one half month’s salary for each completed

year of service and will not be included in

the computation of the ceiling on

remuneration.

iii. Leave encashment: Encashment of leave at

the end of the tenure in accordance with

the rules of the Company.

iv. Provision of car and telephone: J. Lakshmana

Rao shall be entitled to a motor car for use

on Company’s business and telephone at

residence, however use of car for private

purpose and personal long distance calls on

telephone shall be billed by the Company to

J. Lakshmana Rao.

d. Commission: In addition to the salary and

perquisites as above, J. Lakshmana Rao shall be

entitled to commission at the rate of 1.50% of

the net profits of the Company as per the

provisions of the Companies Act, 2013.

e. J. Lakshmana Rao shall be entitled to

reimbursement of entertainment expenses,

traveling, boarding and lodging expenses actually

and properly incurred for the business of the

Company.

f. He will not be eligible for any sitting fees of

the Company’s Board/Committee Meetings.

“RESOLVED FURTHER THAT notwithstanding anything

contained herein above, where, during the term of

employment of J. Lakshmana Rao, if in any financial

year, the Company has no profits or its profits are

inadequate, unless otherwise approved by any

statutory authority, as may be required, the

remuneration payable to J. Lakshmana Rao,

including salary, perquisites and any other allowances

shall be governed and be subject to the conditions

and ceiling provided under the provisions of Section II

of Part II of Schedule V to the Companies Act, 2013 or

such other limits as may be prescribed by the

Government from time to time as minimum

remuneration.

“RESOLVED FURTHER THAT the Board of Directors of

the Company be and is hereby authorized to do all

such acts, deeds, matters and things as in its absolute

discretion, it may consider necessary, expedient or

desirable, and to settle any question, or doubt that

may arise in relation thereto in order to give effect to

the foregoing resolution, or as may be otherwise

considered by it to be in the best interest of the

Company.

“RESOLVED FURTHER THAT the Board of Directors be

and is hereby authorized to alter and vary such revised

terms and conditions in accordance with the laws from

time to time in force and to alter and vary such terms

and conditions as may be approved by the Central

Government without being required to seek the further

approval of Members within the limits as prescribed

above and any action taken by the Board in this regard

be and is hereby ratified and approved.”



Resolution:







any of the Companies Act, 2013 read with Schedule V




towards the increase/revision of remuneration to A.

Subramanyam, Deputy Managing Director (DIN:

00654046) of the Company to `8,70,000 - 87,000 -

96,000 - 10,53,000 per month with effect from 1st

April, 2016 to 31st March, 2019, as may be determined

by Board of Directors from time to time subject to all


manner:

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a. Salary

The Company shall pay to A. Subramanyam, in

consideration of the performance of his duties a

salary of `8,70,000 - 87,000 - 96,000 - 10,53,000


March, 2019.


In addition to the above salary, A. Subramanyam

shall be entitled to perquisites and allowances

like accommodation (furnished or otherwise) or

house rent allowances in lieu thereof,

reimbursement of expenses or allowance for gas,

electricity, water, furnishing etc., medical







c. Other benefits


A. Subramanyam shall be entitled to the following

annual benefits which shall not be included in

the computation of the ceiling of remuneration

specified in paragraph (a) and (b) above:








on remuneration.



year of services and will not be included in


remuneration.




iv. Provision of car and telephone:

A. Subramanyam shall be entitled to a motor

car for use on Company’s business and

telephone at residence, however use of car

for private purpose and personal long

distance calls on telephone shall be billed

by the Company to A. Subramanyam.


perquisites as above, A. Subramanyam shall be

entitled to commission at the rate of 1% of the

net profits of the Company as per the provisions

of the Companies Act, 2013.

e. A. Subramanyam shall be entitled to




Company.

f. He will not be eligible for any sitting fees of the

Company’s Board/Committee Meetings.



employment of A. Subramanyam, if in any financial



Statutory Authority, as may be required, the

remuneration payable to A. Subramanyam, including

salary, perquisites and any other allowances shall be

governed and be subject to the conditions and ceiling

provided under the provisions of Section II of Part II of

Schedule V to the Companies Act, 2013 or such other

limits as may be prescribed by the Government from

time to time as minimum remuneration.









Company.











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Resolution:







any, of the Companies Act, 2013 read with Schedule V




towards the increase/revision of remuneration to

P. Venkateswara Rao, Deputy Managing Director (DIN:

01254851) of the Company to `5,30,000 - 53,000 -

58,000 - 6,41,000 per month with effect from 1st April,

2016 to 31st March, 2019, as may be determined by

Board of Directors from time to time subject to all


manner:

a. Salary

The Company shall pay to P. Venkateswara Rao,

in consideration of the performance of his duties,

a salary of `5,30,000 - 53,000 - 58,000 - 6,41,000


March, 2019.


In addition to the above salary, P. Venkateswara

Rao, shall be entitled to perquisites and

allowances like accommodation (furnished or

otherwise) or house rent allowances in lieu

thereof, reimbursement of expenses or allowance

for gas, electricity, water, furnishing etc., medical







c. Other benefits


P. Venkateswara Rao shall be entitled to the

following annual benefits which shall not be

included in the computation of the ceiling of

remuneration specified in paragraph (a) and (b)

above:








on remuneration.



year of services and will not be included in


remuneration.




iv. Provision of car and telephone:

P. Venkateswara Rao shall be entitled to a

motor car for use on Company’s business and

telephone at residence; however, use of car

for private purpose and personal long

distance calls on telephone shall be billed

by the Company to P. Venkateswara Rao.


perquisites as above, P. Venkateswara Rao shall

be entitled to commission at the rate of 0.50% of

the net profits of the Company computed in the

manner laid down under Section 198 of the

Companies Act, 2013.

e. P. Venkateswara Rao shall be entitled to




Company.

f. He will not be eligible for any sitting fees of

the Company’s Board/Committee Meetings.



employment of P. Venkateswara Rao, if in any financial


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Resolution:

“RESOLVED THAT pursuant to the provisions of Section

14 and all other applicable provisions of the Companies

Act, 2013 and the Rules made there under including

any statutory modifications(s) or re-enactment

thereof, for the time being in force, the draft form of

the regulations contained in the Articles of Association

submitted to this meeting, be and are hereby approved

and adopted in substitution and to the entire exclusion

of the regulations contained in the existing Articles of

Association of the Company.

“RESOLVED FURTHER THAT any of the Directors of the

Company be and is hereby severally authorized to do

all such acts, deeds and things and to take all such

steps as may be necessary for the purpose of giving

effect to this resolution.”

By Order of the Board

for MOLD-TEK PACKAGING LIMITED

J. LAKSHMANA RAO

Chairman & Managing Director

DIN: 00649702

Hyderabad

31st August, 2015


statutory authority, as may be required, the

remuneration payable to P. Venkateswara Rao including

salary, perquisites and any other allowances shall be

governed and be subject to the conditions and ceiling

provided under the provisions of Section II of Part II of

Schedule V to the Companies Act, 2013 or such other

limits as may be prescribed by the Government from

time to time as minimum remuneration.









Company.











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1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

MEETING IS ENTITLED TO APPOINT A PROXY TO

ATTEND, AND, ON A POLL, TO VOTE INSTEAD OF

HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A

MEMBER OF THE COMPANY. THE PROXY IN ORDER TO

BE EFFECTIVE SHOULD BE DULY STAMPED,

COMPLETED AND SIGNED AND MUST BE DEPOSITED

AT THE REGISTERED OFFICE OF THE COMPANY NOT

LESS THAN 48 HOURS BEFORE THE TIME FOR

HOLDING THE AFORESAID MEETING.

A person can act as proxy on behalf of members not

exceeding fifty and holding in the aggregate not more

than ten per cent of the total share capital of the

Company carrying voting rights. A member holding

more than ten percent, of the total share capital of

the Company carrying voting rights may appoint a

single person as proxy and such person shall not act as

proxy for any other person or shareholder.

2. During the period beginning 24 hours before the time

fixed for the commencement of the meeting and

ending with the conclusion of the meeting, Members

would be entitled to inspect the proxies lodged, at

any time during the business hours of the Company,

provided not less than 3 days’ written notice is given

to the Company.

3. The Explanatory Statement pursuant to Section 102

of the Companies Act, 2013 in respect of Items 5 to 8

is annexed.

4. In terms Articles of Association of the Company, J.

Mytraeyi (DIN: 01770112), Director of the Company,

retires by rotation at the ensuing Annual General

Meeting and being eligible offers herself for re-

appointment. Information about the Director as

stipulated under Clause 49 of Listing Agreement is

contained in the statement annexed hereto. The Board

of Directors of the Company recommends the

re-appointment of J. Mytraeyi as Director.

5. Members/proxies should bring the enclosed Attendance

Slip duly filled in for attending the meeting along with

the copy of the Annual Report. Corporate members

intending to send their authorized representatives to

attend the meeting are requested to send a certified

copy of Board Resolution authorizing their

representatives to attend and vote on their behalf in

the meeting. In case of joint holders attending the

Meeting, only such joint holder who is higher in the

NOTES

order of names will be entitled to vote.

6. Members who hold shares in dematerialized form are

requested to write their Client ID and DP ID numbers

and those who hold shares in physical form are

requested to write their Folio Number(s) in the

Attendance Slip for attending the meeting.

7. Register of Members and Share Transfer Books of the

Company will remain closed from 22nd September,

2015 to 28th September, 2015 (both days inclusive)

for the purpose of payment of dividend. The dividend

declared at the Annual General Meeting will be paid

to the Members whose names appear in the Register

of Members of the Company at the end of the business

hours on 21st September, 2015 and in respect of shares

held in electronic form to those ‘Deemed Members’

whose names appear in the Statement of Beneficial

Ownership furnished by National Securities Depository

Limited (NSDL) and the Central Depository Services

(India) Limited (CDSL).

8. Members are requested to notify change of address, if

any, with Pincode to the Company or to its Registrar

and Share Transfer Agent quoting reference of their

folio number and in case their shares are held in

dematerialized form, this information should be passed

on to their respective Depository Participants.

9. Members intending to seek clarifications at the Annual

General Meeting concerning the accounts and any

aspect of operations of the Company are requested to

send their questions in writing to the Secretarial and

Investor Relation Department so as to reach the

Company at least 7 days in advance before the date of

the Annual General Meeting, specifying the point(s).

10. Individual Members can avail the facility of making

nomination of their holding. The nominee shall be the

person in whom all rights of transfer and/or amount

payable in respect of shares shall vest in the event of

the death of the Member and the joint-holder(s), if

any. A minor can be nominee provided the name of

the guardian is given in the nomination form. Non-

individuals including society, trust, body corporate,

partnership firm, karta of Hindu undivided family,

holder of power of attorney cannot nominate. For

further details in this regard Members may contact

M/s. XL Softech Systems Limited, 3, Sagar Society, Road

No. 2, Banjara Hills, Hyderabad - 500 034, the Registrar

and Share Transfer Agent of the Company.

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11. Securities and Exchange Board of India (SEBI) has issued

a circular clarifying that it shall be mandatory for the

transferee(s) to furnish copy of Permanent Account

Number (PAN) card to the Company/Registrar and

Transfer Agent of the Company for registration of

transfer of shares in the physical mode. Members may

please take a note of the same.

12. Members are requested to note that as per Section

205A of the Companies Act,1956 dividend not encashed

or claimed within seven years from the date of transfer

to the Company’s unpaid dividend account, will be

transferred to the Investor Education and Protection

Fund established under Section 205C of the said Act.

Members who have not yet encashed the dividend

warrant(s) for the year 2007-08 to 2014-15 are

requested to forward their claims to the Company’s

Registrar and Share Transfer Agents. It may be noted

that once the unclaimed dividend is transferred to the

Investor Education and Protection Fund as above, no

claim shall lie with the Company in respect of such

amount.

13. Register of Directors and Key Managerial Personnel and

their shareholding maintained under Section 170 of

Companies Act, 2013 and Register of Contracts or

arrangements in which Directors are interested

maintained under Section 189 of the Companies Act,

2013 will be available for inspection by the Members

at the Annual General Meeting.

14. The certificate from the auditors of the Company

certifying that the Company’s Stock Option Schemes

are being implemented in accordance with the SEBI

(Employees Stock Option Scheme and Employees Stock

Purchase Scheme) Guidelines, 1999, as amended, and

in accordance with the resolutions of the Members

passed at the general meetings, will be available for

inspection by the Members at the AGM.

15. The Ministry of Corporate Affairs, Government of India

(vide its Circular Nos. 17/2011 and 18/2011 dated 21st

April, 2011 and 29th April, 2011 respectively), has

undertaken a ‘Green Initiative in Corporate

Governance’ by allowing paperless compliances and

recognizing delivery of notices/documents/annual

reports, etc. to the Members through electronic

medium. Further, pursuant to Sections 101 and 136 of

the Companies Act, 2013 read with relevant rules made

thereunder, companies can serve annual report and

other communications through electronic medium. In

view of the above, the Company will send notices/

documents/annual reports, etc. to the Members

through E-mail, wherever the E-mail addresses are

available; and through other modes of services where

E-mail addresses have not been registered.

Accordingly, Members are requested to support this

initiative by registering their E-mail addresses in

respect of shares held in dematerialized form with

their respective depository participants and in

respect of shares held in physical form with the

Company’s Registrar and Transfer Agent, M/s. XL

Softech Systems Limited.

Voting through electronic means

1. In compliance with provisions of Section 108 of the

Act and Rule 20 of the Companies (Management and

Administration) Rules, 2014 and Clause 35B of the

Listing Agreement, the Company is providing E-voting

facility as an alternative mode of voting which will

enable the Members to cast their votes electronically.

2. Necessary arrangements have been made by the

Company with Central Depository Services (India)

Limited (CDSL) to facilitate E-voting. The detailed

process, instructions and manner for availing E-voting

facility is annexed to the Notice.

3. Mr. Ashish Gaggar, Practicing Company Secretary

(Membership No. FCS 6687) has been appointed as the

Scrutinizer to scrutinize the voting and remote E-voting

process in a fair and transparent manner.

4. Members who have cast their vote by remote E-voting

prior to the meeting may also attend the meeting but

shall not be entitled to cast their vote again.

5. Members can opt for only one mode of voting i.e. either

by E-voting or poll paper. In case Members cast their

votes through both the modes, voting done by E-voting

shall prevail and votes cast through poll paper shall

be treated as invalid.

6. The E-voting period commences on 25th September,

2015 at 9.00 a.m. and ends on 27th September, 2015

at 5:00 p.m. During this period, Members holding

shares either in physical form or demat form, as on

21st September, 2015, i.e. cut-off date, may cast

their vote electronically. The E-voting module shall

be disabled for voting thereafter. Once the vote on a

resolution is cast by the Member, he/she shall not be

allowed to change it subsequently or cast vote again.

7. The voting rights of Members shall be in proportion to

their shares in the paid up equity share capital of the


14

Company as on cut-off date. A person, whose names is

recorded in the Register of Members or in the Register

of Beneficial Owners maintained by the depositories

as on cut-off date i.e. 21st September, 2015 only shall

be entitled to avail facility of remote E-voting and

poll process at the venue of the meeting.

8. Any person, who acquires shares of the Company and

becomes a member of the Company after dispatch of

the Notice and holding shares as on cut-off date, may

cast vote after following the instructions for E-voting

as provided in the Notice convening the meeting, which

is available on the website of the Company and CDSL.

However, if you are already registered with CDSL for

remote E-voting, you can use your existing User ID

and password for casting your vote.

9. The Scrutinizer shall, immediately after the conclusion

of voting at the meeting, would count the votes cast

at the meeting, thereafter unblock the votes cast

through remote E-voting in the presence of at least

two witnesses not in the employment of the Company

and make, not later than three days of conclusion of

the meeting, a consolidated Scrutinizer’s Report of

the total votes cast in favor or against, if any, to the

Chairman, who shall countersign the same.

10. The results declared along with the Scrutinizer’s Report

shall be placed on the Company’s website

www.moldtekgroup.com and on the website of CDSL

www.cdslindia.com immediately after the result is

declared. The Company shall simultaneously forward

the results to BSE Limited and National Stock Exchange

of India, where the equity shares of the Company are

listed.

Instructions for members for voting electronically

are as under:

i. The voting period begins on 25th September, 2015 at

9.00 a.m. and ends on 27th September, 2015 at 5:00

p.m. During this period, Members of the Company

holding shares either in physical form or in

dematerialized form, as on the cut-off date of 21st

September, 2015, may cast their vote electronically.

The E-voting module shall be disabled by CDSL for

voting thereafter.

ii. The Members should log on to the E-voting website.

iii. Click on Shareholders.

iv. Now enter your User ID

a. For CDSL: 16 digits beneficiary ID;

b. For NSDL: 8 Character DP ID followed by 8

digits Client ID;

c. Members holding shares in physical form should

enter Folio Number registered with the

Company.

v. Next enter the image verification as displayed and

click on login.

vi. If you are holding shares in demat form and had logged

on to www.evotingindia.com and voted on an earlier

voting of any company, then your existing password is

to be used.

vii. If you are a first time user, follow the steps given

below:

For Members holding shares in

demat form and physical form

PAN Enter your 10 digit alpha-numeric PAN

issued by Income Tax Department

(Applicable for both demat shareholders

as well as physical shareholders)

l Members who have not updated their

PAN with the Company/depository

participant are requested to use the

sequence number which is printed on

postal ballot/attendance slip

indicated in the PAN field.

l In case the sequence number is less

than 8 digits, enter the applicable

number of 0’s before the number after

the first two characters of the name

in CAPITAL letters.

Example: If your name is Ramesh

Kumar with sequence number 1 then

enter RA00000001 in the PAN field.

DOB Enter the date of birth as recorded in your

demat account or in the Company records

for the said demat account or folio in

dd/mm/yyyy format.

Dividend Enter the dividend bank details as

bank recorded in your demat account or in the

details Company records for the said demat

account or folio.

l Please enter the DOB or dividend bank

details in order to login. If the details

are not recorded with the depository

or Company, please enter the member

ID/folio number in the dividend bank

details field as mentioned in

instruction (iv).

viii. After entering these details appropriately, click on

‘SUBMIT’ tab.

15

ix. Members holding shares in physical form will then

directly reach the Company selection screen. However,

Members holding shares in demat form will now reach

‘Password Creation’ menu where in they are required

to mandatorily enter their login password in the new

password field. Kindly note that this password is to be

also used by the demat holders for voting for

resolutions of any other Company on which they are

eligible to vote, provided that Company opts for E-

voting through CDSL platform. It is strongly

recommended not to share your password with any

other person and take utmost care to keep your

password confidential.

x. For Members holding shares in physical form, the

details can be used only for E-voting on the resolutions

contained in this Notice.

xi. Click on the EVSN for the relevant resolution of

Mold-Tek Packaging Limited on which you choose to

vote.

xii. On the voting page, you will see ‘RESOLUTION

DESCRIPTION’ and against the same the option ‘YES/

NO’ for voting. Select the option YES or NO as desired.

The option YES implies that you assent to the

Resolution and option NO implies that you dissent to

the Resolution.

xiii. Click on the ‘RESOLUTIONS FILE LINK’ if you wish to

view the entire Resolution details.

xiv. After selecting the resolution you have decided to vote

on, click ‘SUBMIT’. A confirmation box will be

displayed. If you wish to confirm your vote, click ‘OK’,

else to change your vote, click ‘CANCEL’ and

accordingly modify your vote.

xv. Once you ‘CONFIRM’ your vote on the resolution, you

will not be allowed to modify your vote.

xvi. You can also take out print of the voting done by you by

clicking ‘Click here to print’ option on the voting page.

xvii. If Demat account holder has forgotten the same

password then Enter the User ID and the image

verification code and click Forgot Password & enter

the details as prompted by the system.

xviii. Note for non-individual shareholders and custodians:

l Non-individual shareholders (i.e. other than

individuals, HUF, NRI etc.) and custodian are

required to log on to and register themselves as

corporates.

l A scanned copy of the Registration Form bearing

the stamp and sign of the entity should be emailed

to [email protected].

l After receiving the login details a compliance user

should be created using the admin login and

password. The compliance user would be able to

link the account(s) for which they wish to vote

on.

l The list of accounts should be mailed to

[email protected] and on approval

of the accounts they would be able to cast their

vote.

l A scanned copy of the board resolution and power

of attorney (POA) which they have issued in favour

of the custodian, if any, should be uploaded in

PDF format in the system for the scrutinizer to

verify the same.

xix. In case you have any queries or issues regarding

E-voting, you may refer the Frequently Asked

Questions (FAQs) and E-voting manual available

at under help section or write an Email to

[email protected].


16

Item 5

J. Lakshmana Rao was re-appointed as Chairman and

Managing Director of the Company for a period of 5 years

from 1st April, 2014 up to 31st March, 2019 at the 16th

Annual General Meeting held on 30th September, 2013.

Remuneration of J. Lakshmana Rao was revised with effect

from 1st October, 2013, subject to approval of central

government, and the Members of the Company approved

the revision in remuneration at the 16th Annual General

Meeting held on 30th September, 2013 and the revision in

remuneration was approved by the Members of Mold-Tek

Technologies Limited at its 29th Annual General Meeting

held on 20th September, 2013. The remuneration was

proposed to be paid either from Mold-Tek Packaging Limited

or from Mold-Tek Technologies Limited or partly from Mold-

Tek Packaging Limited and the remaining from Mold-Tek

Technologies Limited.

Further, the Central Government vide its letters (letter

dated 18th March, 2014 to Mold-Tek Technologies Limited

and to Mold-Tek Packaging Limited) approved the payment

of remuneration to J. Lakshmana Rao up to 30th September,

2016 to be paid either from Mold-Tek Packaging Limited or

from Mold-Tek Technologies Limited or partly from Mold-

Tek Packaging Limited and remaining from Mold-Tek

Technologies Limited.

Members may be aware that there has been substantial

increase in overall growth and volume of business of the

Company. In view of the increased volume of business, the

duties and responsibilities of Managing Directors have also

increased manifold and therefore the Board of Directors

and Nomination and Remuneration Committee at its

meeting held on 31st August, 2015 reviewed the

remuneration payable to J. Lakshmana Rao from 1st April,

2016 to 31st March, 2019, keeping in view the objectivity

of remuneration package payable to executives while

striking a balance between the interest of the Company

and the shareholders.

As per the provisions of Sections 196, 197, 198, 203 and

Schedule V of the Companies Act, 2013 approval of the

Members of the Company is required for revised

remuneration payable to the Managing Director. Further as

the remuneration proposed exceeds the limits prescribed

under Schedule V, approval of central government i.e.

Ministry of Corporate Affairs is required. Hence, the

resolution is placed before you for approval.

The General Information as required pursuant to Clause

1(B)( iv) of Section II of Part II of Schedule V of the

Explanatory statement pursuant to the provisions of Section 102 of the Companies Act, 2013

Companies Act, 2013 is contained in the statement annexed

hereto.

The Board recommends the Resolution for approval of the

Members.

Except J. Lakshmana Rao, Chairman & Managing Director,

A. Subramanyam, Deputy Managing Director, J. Mytraeyi,

Non-Executive Director, A. Seshu Kumari, Chief Financial

Officer and their relatives, none of the Directors and Key

Managerial Personnel of the Company and their relatives

are concerned or interested in the Resolution as set out in

Item 5 of the accompanying Notice.

Item 6

A. Subramanyam was re-appointed as Deputy Managing

Director for a period of 5 years with effect from 1st April,

2014 and the Members of the Company approved his

re-appointment at the 16th Annual General Meeting held

on 30th September, 2013.

Remuneration of A. Subramanyam was revised with effect

from 1st October, 2013, subject to the approval of central

government, and the Members of the Company approved

the revision in remuneration at the 16th Annual General

Meeting held on 30th September, 2013.

Further, the central government vide its letter dated 31st

March, 2014 approved the payment of remuneration to

A. Subramanyam upto 30th September, 2016.




duties and responsibilities of Deputy Managing Directors

have also increased manifold and therefore the Board of

Directors and Nomination and Remuneration Committee at

its meeting held on 31st August, 2015 reviewed the

remuneration payable to A. Subramanyam from 1st April,

2016 to 31st March, 2019, keeping in view the objectivity

of remuneration package payable to executives while

striking a balance between the interest of the Company

and the shareholders.



Members of the Company is required for re-appointment

and revised remuneration payable to the Deputy Managing

Director. Further, as the remuneration proposed exceeds

the limits prescribed under Schedule V, approval of central

government i.e. Ministry of Corporate Affairs is required.

Hence, the resolution is placed before you for approval.

17

The General Information as required pursuant to Clause

1(B)( iv) of Section II of Part II of Schedule V of the

Companies Act, 2013 is contained in the statement annexed

hereto.


Members.

Except J. Lakshmana Rao, Chairman & Managing Director,

A. Subramanyam, Deputy Managing Director, J. Mytraeyi,

Non-Executive Director, A. Seshu Kumari, Chief Financial

Officer and their relatives, none of the Directors and Key

Managerial Personnel of the Company and their relatives

are concerned or interested in the Resolution as set out in

Item 6 of the accompanying Notice.

Item 7

The Members of the Company at the 17th Annual General

Meeting held on 30th September, 2014 approved the revision

in remuneration payable to P. Venkateswara Rao from 1st

September, 2014 to 31st March, 2016.




duties and responsibilities of Managing Directors have also

increased manifold and therefore the Board of Directors

and Nomination and Remuneration Committee at its

meeting held on 31st August, 2015 subject to the approval

of Members at general meeting, approved the revision in

remuneration payable to P. Venkateswara Rao from 1st April,

2016 to 31st March, 2019. The proposed revision is keeping

in view the objectivity of remuneration package payable

to executives while striking a balance between the interest

of the Company and the shareholders.

As per the provisions of Section II Part II Schedule V of the

Companies Act 2013, where in any financial year during

the currency of tenure of a managerial person, a company

has no profits or its profits are inadequate, it may, without

central government approval, pay remuneration to the

managerial person not exceeding the limits as specified in

the schedule. The proposed remuneration payable to P.

Venkateswara Rao is within the said limits and hence no

central government approval is required.



Members of the Company by way of special resolution is

required for revised remuneration payable to the P.

Venkateswara Rao. Hence, the special resolution is placed

before you for approval.

The General Information as required pursuant to Section II

of Part II of Schedule V of the Companies Act, 2013 is

contained in the statement annexed hereto.


Members.

Except P. Venkateswara Rao and his relatives, none of the

Directors and Key Managerial Personnel of the Company

and their relatives is concerned or interested in the

Resolution as set out in Item 7 of the accompanying Notice.

Item 8

The Articles of Association (‘AoA’) of the Company as

presently in force are based on the Companies Act, 1956

and several regulations in the existing AoA contain

references to specific sections of the Companies Act, 1956

and some regulations in the existing AoA are no longer in

conformity with the Companies Act, 2013 (‘the Act’).

Substantive sections of the Act which deals with the general

working of companies stand notified. With the coming into

force of the Act, several regulations of the existing AoA of

the Company require alteration or deletions in several

articles. Given this position, it is considered expedient to

wholly replace the existing AoA by a new set of Articles.

The new AoA to be substituted in place of the existing AoA

are based on Table ‘F’ of the Act which sets out the model

articles of association for a company limited by shares.

A copy of the proposed set of new AoA of the Company

would be available for inspection at the Registered Office

of the Company during the business hours on any working

day, up to the date of the Annual General Meeting and during

the Annual General Meeting

As per Section 14 of the Act, approval of the Members of

the Company by way of a Special Resolution is required for

alteration of Articles of Association of the Company.

None of the directors or KMP or relatives of Directors and

KMP are in any way concerned with or interested financially

or otherwise in the Resolution at Item 8 of the accompanying

notice.

The Board recommends the Resolution at Item 8 to be passed

as a Special Resolution.

By Order of the Board

for MOLD-TEK PACKAGING LIMITED

J. LAKSHMANA RAO

Chairman & Managing Director

DIN: 00649702

Hyderabad

31st August, 2015


18

Additional information on appointment or re-appointment and/or fixation of remuneration of Directors

including Managing Director or Executive Director or Whole-time Director or of Manager or variation of the

terms of remuneration (under SS-2 Secretarial Standard on General Meeting)

Name J. Lakshmana Rao A. Subramanyam P. Venkateswara Rao

Date of birth 19th April, 1959 8th July, 1954 18th January, 1957

Date of first appointment 1st April, 2007 1st April, 2007 1st April, 2007

Experience, terms and conditions of Necessary disclosures made in the resolutions and under the head

appointment or re-appointment along Statement pursuant to the provisions of Clause (B) of Section II of Part II

with details of remuneration sought of Schedule V to the Companies Act, 2013 with respect to Items 5, 6 & 7.

to be paid and the remuneration last

drawn by such person

Relationship with other Directors, Necessary disclosures made under the head Statement pursuant to the

Manager and other Key Managerial provisions of Clause (B) of Section II of Part II of Schedule V to the

Personnel of the company Companies Act, 2013 with respect to Items 5, 6 & 7.

Number of meetings of the Board Necessary details are provided in the Report on Corporate Governance.

attended during the year

Names of the companies in which Mold-Tek Technologies Mold-Tek Technologies Mold-Tek Technologies

holds directorship Limited Limited Limited

Names of the companies in which hold Mold-Tek Technologies Mold-Tek Technologies Mold-Tek Technologies

membership/chairmanship of committees Limited Limited Limited

19

Annexure

Additional information on directors seeking appointment/re-appointment in the Annual General Meeting (under

Clause 49(VIII)(E)(1) of the Listing Agreement

Name of the Director J. Mytraeyi

Date of birth 29th October, 1934

Date of appointment 27th August, 2008

Relationship with other Directors J. Lakshmana Rao (Son), A. Subramanyam

(Son-in-law/Daughter’s husband)

Expertise in specific functional area ––

Qualification B.Sc.

Names of companies in which holds the directorship Nil

Names of companies in which holds the membership

of committees of the board Nil

No of shares held in the Company as on 31st March, 2015 29,520

Statement pursuant to the provisions of Clause (B) of Section II of Part II of Schedule V to the Companies Act, 2013

with respect to Items 5, 6 & 7

The particulars required to be disclosed in the Explanatory Statement in accordance with provisions of Clause (B) of

Section II of Part II of Schedule V of the Companies Act, 2013, are given below:

GENERAL INFORMATION

1. Nature of industry: Manufacturing of plastic containers, pet bottles and blow molding

2. Year of commencement of commercial production: 1997

3. In case of new companies, expected date of commencement of activities as per project approved by financial

institutions appearing in the prospectus: Not applicable

4. Financial performance

Particulars 2014-15 2013-14 2012-13

Turnover 318,66 283,93 212,99

Net profit before interest, depreciation & tax 40,77 30,03 20,30

Net profit as per Statement of Profit and Loss 16,87 9,07 5,78

Amount of dividend 6,64 396 2,62

Rate of dividend declared 40% 30% 20%

5. Foreign investments or collaborations, if any: Nil

` Lakhs


20

1. Background details

J. Lakshmana Rao is the Chairman and Managing

Director of the Company. He holds a bachelor’s degree

in civil engineering from Sri Venkateswara University,

Tirupati, Andhra Pradesh which he cleared in first class

with distinction. He also holds a post graduate diploma

in management from Indian Institute of Management,

Bangalore, specializing in marketing and finance areas.

He promoted Mold-Tek in 1985-86 with an overall

project cost of `55 lakhs. He has over 30 years of work

experience. Under his leadership, Mold-Tek went for

a public issue in 1993 and is listed on BSE & NSE. The

Company, has grown over the period to become a

leader in pail packaging industry in India with revenue

of over `318 crore in the financial year 2014-15.

A. Subramanyam, Deputy Managing Director of the

Company obtained his bachelor’s degree from Regional

Engineering College, Suratkal in 1979. He worked in

Nizam Sugar Limited & ACC Limited for a period of

three years in fabrication and plant management. He

then joined a commercial tool room as a Works Manager

and was responsible for manufacturing many precision

tools including moulds. He completed short term

course in mould design and manufacturing from Central

Institute of Plastic Engineering & Technology, (CIPET)

Chennai. In 1986, he promoted Mold-Tek along with J.

Lakshmana Rao. He manages the overall functioning

of all the plants and in-house tool room which plays a

vital role in developing products for our rigid packaging

business. With three decades of experience, the

Deputy Managing Director is also responsible for in-

house research and development division and in-house

tool-room for designing and development of new

products, also holding few patent designed packaging

products. He has developed robots in-house and

introduced IML with robotic technology, which gives

the Company a platform to develop IML products for

the first time in India.

INFORMATION PURSUANT TO REVISION OF REMUNERATION

P. Venkateswara Rao is the Deputy Managing Director

of the Company. He holds a bachelor’s degree in arts

from Osmania University. He has over 27 years of work

experience. He was awarded with Pride of India Award

for outstanding individual achievements and

distinguished service to the nation and a Gold Medal

for Excellence from Citizens Integration Peace Society.

He looks after the commercial and marketing aspects

of our business.

2. Past remuneration

J. Lakshmana Rao: `37.20 lakhs for the financial year

ended 31st March, 2015 from Mold-Tek Packaging

Limited and `65.66 lakhs for the financial year ended

31st March, 2015 from Mold-Tek Technologies Limited.

A. Subramanyam: `100.20 lakhs for the financial year

ended 31st March, 2015 from Mold-Tek Packaging

Limited.

P. Venkateswara Rao: `70.87 lakhs for the financial

year ended 31st March, 2015 from Mold-Tek Packaging

Limited.

3. Recognition or awards

Nil

4. Job profile and suitability

J. Lakshmana Rao looks after entire corporate affairs.

A. Subramanyam looks after production, planning and

control of manufacturing activities. His expertise is in

overseeing CNC programming and machine and mould

manufacturing activities.

P. Venkateswara Rao looks after all commercial and

marketing activities of Company. He is conversant with

all aspects of the management and the affairs of the

Company.

5. Remuneration proposed

It is proposed to pay a maximum remuneration to them

on the terms and conditions detailed in the resolution

referred above.

21

6. Comparative remuneration profile with respect to

industry, size of the company, profile of the position

and person:

Compared to the remuneration profile of position and

person with respect to this industry and size, they are

entitled to the proposed remuneration.

7. Pecuniary relationship directly or indirectly with the

Company, or relationship with the managerial

personnel, if any:

Except the remuneration drawn by them from the

Company, they do not have any pecuniary relationship,

directly or indirectly with the Company.

J. Lakshmana Rao is related to A. Subramanyam,

Deputy Managing Director, J. Mytraeyi, Non-Executive

Director and A. Seshu Kumari, Chief Financial Officer.

A. Subramanyam is related to J. Lakshmana Rao,

Chairman & Managing Director, J. Mytraeyi, Non-

Executive Director and A. Seshu Kumari, Chief Financial

Officer.

Other Information

1. Reasons for inadequate profits

Increase in transportation cost, power and fuel

cost, export duties, etc. has resulted in

inadequate profits.

2. Steps taken or proposed to be taken for

improvement

The Company is yet to set up plant in Dubai and

meet the overseas requirements which will

increase our productivity, growth in sales and

increased profitability.

3. Expected increase in productivity and profits

in measurable terms

Recently, Mold-Tek has launched 15 litre

containers for edible oil packing with IML

decoration which will have huge market potential

of over `1,000 crore.


22

Directors’ Report

Dear Members,

Your Directors’ have pleasure in presenting their report on

the business and operations of the Company for the year

ended 31st March 2015.

FINANCIAL RESULTS

The Company‘s operating performance during the year

ended 31st March 2015 is summarized below:

` Lakhs

Year ended

Particulars 31st March, 31st March,2015 2014

Sales 318,66 283,93

Other income 80 51

Total income 319,46 284,44

Profit before interest,depreciation & tax 40,77 30,03

Interest 7,25 8,40

Depreciation 8,23 6,95

Profit before tax &extra-ordinary items 25,29 14,68

Prior period adjustments &extra-ordinary items (5) 79

Provision for current tax 8,42 4,36

Provision for deferred tax 5 46

Net profit 16,87 9,07

Profit brought forward fromprevious years 8,25 6,29

Previous year excess dividendprovision reversal (1) 65

Adjustment of deferred taxbefore demerger –– (2,44)

Depreciation as perCompanies Act, 2013 (88) ––

Profit available forappropriation 24,23 13,57

Appropriation

Transferred to general reserve (2,53) (1,36)

Proposed dividend (5,54) (3,38)

Corporate dividend tax (1,11) (58)

Balance carried forward 15,05 8,25

OPERATIONS

During the financial year, the raw material prices were very

volatile, because of steep reduction in crude oil prices. Your

company has shown improved performance in terms of both

revenue and EBIDTA. Your Company has achieved a total

revenue of `318,66 lakhs (`283,93 lakhs in the previous

year) registering an increase of 12.23% growth over the

previous year. The operating profit (EBIDTA) increased by

35.8%, from `30,03 lakhs to `40,77 lakhs. The Company

has recorded a Net Profit of `16,87 lakhs as against the

profit of `9,07 lakhs for 2013-14. The EPS on weighted

average equity has increased from `8.05 in the financial

year 2013-14 to ̀ 14.40 in the financial year 2014-15, leading

to an increase of 78.96%.

The financial year 2014-15 has been a very successful and

important year for the Company. Your Company has

successfully completed its issue of shares through QIP and

raised funds worth `55.01 crore and allotted 24,98,350

equity shares at a price of `220.17 (including `210.17

towards the premium), which has resulted in increase of

paid up capital to `13,84,05,260. Canara Robeco Mutual

Fund, SBI Mutual Funds, Principal Trustee Company Private

Limited and DSP Blackrock and others have participated in

the QIP. Another important milestone was reached with

listing of the Company’s shares on the NSE on 19th February,

2015.

FUTURE OUTLOOK

Your Company has developed 'Square pail' with IML

decoration for the first time in India. Through this

innovative product range, Mold-Tek is entering into `1000

crore edible oil packaging segment thereby expanding its

arena of operations beyond its traditional paint and lube

industry. This pack has many user friendly features and

offers excellent after-use benefits to the ultimate clients.

Your Company has received positive response from leading

edible oil companies such as ConAgra Foods, Ghodawat

Foods, Allana Group and Adani Wilmar. Trial orders are being

executed for 15 litre packs and new samples of 5 litre packs

were submitted for clients’ approval. These 5 & 15 litre

edible oil pack sales should pick up from third quarter and

the Company’s capacities are being expanded in all its three

major plants - Hyderabad, Daman and Satara to cater to

the expected demand from this new segment.

Your Company is moving into high value added IML decorated

containers for not only its traditional blue chip clients in

paint and lube industry but also for food and FMCG

industries, where IML is proved to be the best option for

hygienic and food safety standard packaging. Your Company

has been expanding continuously and adding capacities in

India. Company is also planning to set up a manufacturing

23

plant abroad, in RAK-UAE. An application has been

submitted to Ras Al Khaimah Free Trade Zone Authority -

Government of Ras Al Khaimah, UAE for the same.

Recently, your Company has been awarded a 5-year 100%

supply contract from M/s. Shell India Markets Private

Limited with 11 of its major brands shifting to IML

decoration. This further proves the Company’s credentials

as most preferred and quality supplier in Indian rigid

packaging.

Steep fall in raw material prices may dampen absolute

revenue numbers as we have monthly raw material

adjustment policy with almost all clients. However,

increased sale of high value added IML products and better

capacity utilization of all the IML facilities may result in

improved profitability.

Reduced raw material prices enable the Company to offer

new products like edible oil packs at competitive prices to

penetrate and replace traditional tin and blow molded

packs.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,

AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the

financial position of the Company have occurred between

the end of the financial year to which the financial

statements relate and the date of this Directors’ Report.

DIVIDEND

Your Directors have recommended a final dividend of `2

per equity share @20% of equity share capital in addition

to interim dividend of ̀ 2.00 (20%) hitherto declared making

a total of ̀ 4.00 (40%) per equity share (Previous year: ̀ 3.00

per equity share @30%) for the financial year ended 31st

March 2015. The final dividend, if approved, will be paid

to those Members whose names appear in Register of

Members as on 21st September, 2015. In respect of shares

held in dematerialized form, it will be paid to Members

whose names are furnished by National Securities Depository

Limited and Central Depository Services (India) Limited as

beneficial owners as on that date. This will entail an outflow

of `6,64.31 lakhs (inclusive of dividend tax).

The dividend payout for the year under review has been

formulated keeping in view your Company‘s need for capital

for its growth plans and the intent to finance such plans

through internal accruals to the optimum.

Equity shares that may be allotted on or before the Book

Closure will rank pari passu with the existing shares and

will be entitled to receive the dividend.

TRANSFER TO RESERVE

The Directors propose to transfer a sum of `2,53 lakhs (15%

of the net profit) to general reserve out of the profits earned

by the Company.

AUTHORISED SHARE CAPITAL

The authorized share capital of the Company has increased

from `13,50,00,000 to `14,50,00,000 pursuant to the

resolution passed by the Members of the Company in the

Extra-ordinary General Meeting held on 24th December,

2014.

PAID UP SHARE CAPITAL

The paid up share capital of the Company was ̀ 11,27,72,760

as on 31st March 2014, which has increased to ̀ 13,84,05,260

as on 31st March, 2015.

Break-up of increase in paid-up share capital of the

Company:

Type of Date of Addition to Totalissue/ allotment the capital capitalallotment (`) (`)

ESOP* 13th June, 2014 2,51,000 11,30,23,760

ESOP* 25th July, 2014 3,98,000 11,34,21,760

QIP** 3rd February, 2015 2,49,83,500 13,84,05,260

ESOP*(After 31st 9th April, 2015 50,000 13,84,55,260March, 2015)

* Board of Directors have allotted, the equity shares of

`10 each at a price of `26 (comprising nominal value of

`10 and premium of `16 each) to its employees who have

exercised the option vested on them under the MTPL

Employees Stock Option Scheme.

** The Company has successfully completed its issue of

shares through QIP and raised funds worth `55.01 crore

and allotted 24,98,350 equity shares at a price of ̀ 220.17

(including `210.17 as premium) which has resulted in

increase of paid-up capital to `13,84,05,260.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section

186 of the Companies Act, 2013 form part of the notes to

the financial statements provided in this Annual Report.

DEPOSITS

The Company has neither accepted nor renewed any

deposits from public within the meaning of Section 73 of

the Companies Act, 2013 read with Companies (Acceptance

of Deposits) Rules, 2014 during the year under review.


24

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company’s internal audit systems are geared towards

ensuring adequate internal controls commensurate with the

size and needs of the business, with the objective of

efficient conduct of operations through adherence to the

Company’s policies, identifying areas of improvement,

evaluating the reliability of financial statements, ensuring

compliances with applicable laws and regulations and

safeguarding of assets from unauthorized use.

Details of the internal controls system are given in the

Management Discussion and Analysis Report, which forms

part of the Directors’ Report.

DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL

At the Annual General Meeting of the Company held on

30th September, 2014, the Members had approved the

appointment of T. Venkateswara Rao, P. Shyam Sunder Rao,

Dr. N. V. N. Varma and Vasu Prakash Chitturi as Independent

Directors for a term of five years.

All the Independent Directors have given declarations that

they meet the criteria of independence as laid down under

Section 149(6) of the Act and Clause 49 of the Listing

Agreement entered into with the stock exchanges. In the

opinion of the Board, they fulfill the conditions of

independence as specified in the Act and the Rules made

there under and are independent of the management.

During the year, Priyanka Rajora has been appointed as

Company Secretary & Compliance Officer with effect from

3rd January, 2015 and A. Seshu Kumari has been

re-appointed as Chief Financial Officer.

In accordance with the provisions of Section 152 of the

Act, J. Mytraeyi , Director of the Company is liable to retire

by rotation and is eligible for re-appointment.

Apart from above, there have been no changes in Directors

and Key Managerial Personnel.

GOVERNANCE GUIDELINES

The Company has adopted Governance Guidelines for Board,

Independent Director, Key Managerial Personnel and senior

managerial personnel. The Governance Guidelines cover

aspects related to role of the board diversity, definition of

independence, code of conduct, moral, ethics and principles

to be followed.

NOMINATION, REMUNERATION AND PERFORMANCE

EVALUATION POLICY

The requisite details as required by Sections 134(3)(e),

Section 178(3) & (4) and Clause 49 of the Listing Agreement

is provided in the Report on Corporate Governance.

SCHEME OF ARRANGEMENT

In terms of the Scheme of Arrangement, your Company has

created a trust and transferred its shares to the trust so

formed.

EMPLOYEE STOCK OPTION SCHEME

The Company has in operation Mold-Tek Packaging

Employees Stock Option Scheme 2009 for granting stock

options to the employees of the Company, in accordance

with the Securities Exchange Board of India (Employee Stock

Option Scheme and Employee Stock Purchase Scheme)

Guidelines, 1999.

There have been no changes in the Scheme.

Disclosures pursuant to Regulation 14 of the Securities and

Exchange Board of India (Share Based Employee Benefits)

Regulations, 2014 is in Annexure A to this report.

The Scheme is available on the website of the Company at

www.moldtekgroup.com - Mold-Tek Packaging Limited -

Investors.

TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions that were entered into during

the financial year were on an arm’s length basis, in the

ordinary course of business and were in compliance with

the applicable provisions of the Companies Act, 2013 (‘the

Act’) and the Listing Agreement. There were no materially

significant related party transactions made by the company

during the year that would have required shareholder

approval under Clause 49 of the Listing Agreement.

All related party transactions are placed before the Audit

Committee for approval. Prior omnibus approval of the Audit

Committee is obtained for the transactions which are

repetitive in nature. A statement of all related party

transactions is placed before the Audit Committee for its

review on a quarterly basis, specifying the nature, value

and terms and conditions of the transactions.

The Company has adopted a related party transactions

policy. The policy is available on the website of the Company

at www.moldtekgroup.com - Mold-Tek Packaging Limited

- Investors.

Details of the transactions with related parties are provided

in the accompanying financial statements.

BOARD AND COMMITTEE MEETINGS

Details of the composition of the Board and its Committees

and of the meetings held and attendance of the Directors

at such meetings, are provided in the Corporate Governance

Report. The intervening gap between the meetings was

within the period prescribed under the Act and the Listing

Agreement.

25

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and

compliance systems established and maintained by the

Company, work performed by the internal, statutory, cost

and secretarial auditors and the reviews performed by

management and the relevant Board Committees, including

the Audit Committee, the Board is of the opinion that the

Company’s internal financial controls were adequate and

effective during the financial year 2014-15.

Accordingly, pursuant to Sections 134(3)(c) and 134(5) of

the Companies Act, 2013, the Board of Directors, to the

best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the

applicable accounting standards have been followed

and that there are no material departures;

ii. 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

Company at the end of the financial year and of the

profit of the Company for that period;

iii. they have taken proper and sufficient care for the

maintenance of adequate accounting records in

accordance with the provisions of the Act, for

safeguarding the assets of the Company and for

preventing and detecting fraud and other

irregularities;

iv. they have prepared the annual accounts on a going

concern basis;

v. they have laid down internal financial controls to be

followed by the Company and that such internal

financial controls are adequate and are operating

effectively;

vi. they have devised proper systems to ensure compliance

with the provisions of all applicable laws and that such

systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies

Act 2013 read with the Companies (Corporate Social

Responsibility Policy) Rules 2014, the Company has

constituted a CSR Committee. The Corporate Social

Responsibility Committee comprises of three Executive

Directors and one independent Director, chaired by

J. Lakshmana Rao. The composition of the Corporate Social

Responsibility Committee meets the requirements of

Section 135 of the Companies Act, 2013. The Board of

Directors, based on the recommendations of the

Committee, formulated a CSR Policy. The requisite details

on CSR activities pursuant to Section 135 of the Act and as

per Annexure attached to the Companies (Corporate Social

Responsibility Policy) Rules, 2014 are in Annexure B to this

Report.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL

OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at

workplace and has adopted a policy on prevention,

prohibition and redressal of sexual harassment at the

workplace, in line with the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition

and Redressal) Act, 2013 and the Rules there under. The

policy aims to provide protection to employees at the

workplace and prevent and redress complaints of sexual

harassment and for matters connected or incidental

thereto, with the objective of providing a safe working

environment, where employees feel secure. The Company

has also constituted an Internal Complaints Committee,

known as the Prevention of Sexual Harassment (POSH)

Committee, to inquire into complaints of sexual harassment

and recommend appropriate action. In the financial year

2014-15, the Company has not received any complaints

which fall within the scope of this policy. The policy is

available on the website of the Company at

www.moldtekgroup.com - Mold-Tek Packaging Limited -

Investors.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to

provide a formal mechanism to the Directors and employees

to report their concerns about unethical behaviour, actual

or suspected fraud or violation of the Company’s Code of

Conduct or ethics policy. The policy provides for adequate

safeguards against victimization of employees who avail of

the mechanism and also provides for direct access to the

Chairman of the Audit Committee. It is affirmed that no

personnel of the Company has been denied access to the

Audit Committee. The policy is available on the website of

the Company at www.moldtekgroup.com - Mold-Tek

Packaging Limited - Investors.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS

No significant material orders have been passed by the

regulators or courts or tribunals which would impact the going

concern status of the Company and its future operations.

AUDITORS

Statutory Auditors

M/s. Praturi & Sriram are the statutory auditors of the

Company and hold office till the conclusion of the 20th

Annual General Meeting (AGM). Pursuant to the provisions


26

of Section 139 of the Act read with the Companies (Audit

and Auditors) Rules, 2014, Members are requested to

consider the ratification of appointment of auditors for the

balance term.

The notes to the accounts referred to in Auditors’ Report

are self-explanatory and do not call for any further

comments. The Audit Report does not contain any

qualification, reservation or adverse remark.

Cost Auditors

The Board has taken note of the report on Cost Audit and

the Company is in the process of filing the same with the

Ministry of Corporate Affairs subject to all laws, rules,

regulations, clarifications, amendments, notifications, etc.

issued in this behalf. For the financial year 2015-16, the

appointment of Cost Auditor is not applicable to the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and

the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the Board of Directors

of the Company had appointed M/s. P. Vijaya Bhaskar &

Associates, a firm of Company Secretaries in Practice to

undertake the secretarial audit of the Company for the

year ended 31st March, 2015. The Secretarial Audit Report

is in Annexure C. The Secretarial Audit Report for the

financial year ended 31st March, 2015 does not contain

any qualification, reservation, adverse remark or disclaimer.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology

absorption and foreign exchange earnings and outgo

stipulated under Section 134(3)(m) of the Act read with

Rule 8 of the Companies (Accounts) Rules, 2014 is in

Annexure D.

PARTICULARS OF REMUNERATION

The information 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 in

Annexure E.

The information required under Rule 5(2) and (3) of the

Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is provided in the Annexure forming

part of the Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12(1) of the

Companies (Management and Administration) Rules, 2014

the extract of Annual Return in form MGT 9 is provided as

Annexure F.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE

GOVERNANCE

The Management Discussion and Analysis Report and the

Report on Corporate Governance, as required under Clause

49 of the Listing Agreement, forms part of the Annual

Report.

Your Company is committed to the tenets of good Corporate

Governance and has taken adequate steps to ensure that

the requirements of Corporate Governance as laid down in

Clause 49 of the Listing Agreement are complied with.

A Company Secretary in Practice has certified that

conditions of Corporate Governance as stipulated under

Clause 49 of the Listing Agreement have been complied

with by your Company and his certificate is annexed to the

Report on Corporate Governance.

A declaration of Code of Conduct from J. Lakshmana Rao,

Chairman and Managing Director forms part of the Corporate

Governance Report.

CEO/CFO CERTIFICATION

J. Lakshmana Rao, Chairman and Managing Director and

A. Seshu Kumari, Chief Financial Officer of the Company

have given a certificate to the Board as contemplated in

Clause 49 of the Listing Agreement.

RISK MANAGEMENT

All assets of your Company and other potential risks have

been adequately insured.

EMPLOYEE RELATIONS

The relationship with the workmen and staff remained

cordial and harmonious during the year and the

management received full co-operation from the

employees.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation

and gratitude for all the assistance and support received

from Citibank, Yes Bank, HSBC, ICICI Bank Limited and

officials of concerned government departments for their

co-operation and continued support extended to the

Company. They also thank the Members for the confidence

they have reposed in the Company and its management.

For and on behalf of the Board of Directors

J. LAKSHMANA RAOHyderabad Chairman & Managing Director31st August, 2015 DIN: 00649702

27

Annexure A

Disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits)Regulations, 2014

Relevant disclosures in terms of the ‘Guidance note on accounting for employee share-based payments’ issued by ICAI formpart of the notes to the financial statements provided in this Annual Report.

Details of the Scheme

S.No. Description Year ended 31st March, 2015

1. Date of shareholders’ approval 9th February, 2010

2. Total number of options approved under ESOS 2,50,000

3. Vesting requirements Commences at the expiry of one/two years to 4 yearsfrom the date of grant

4. Exercise price or pricing formula Exercise price for the purpose of the grant of optionsshall be the price as reduced by 60% of the closingmarket price of the equity shares of the companyavailable on the BSE on the date immediately precedingthe grant date, subject to minimum of the face valueof equity share

5. Maximum term of options granted 6 years

6. Source of shares (primary, secondary or combination) Primary

7. Variation of terms of options Nil

Details of ESOS during the financial year

S. No. DescriptionYear ended31st March, 2015

1. Number of options outstanding at the beginning of the year(Out of 2,02,000 shares granted on 4th June, 2010) 73,850

2. Number of options granted during the year Nil

3. Number of options forfeited/lapsed during the year 3,950

4. Number of options vested during the year 69,900*

5. Number of options exercised during the year 69,900*

6. Number of shares arising as a result of exercise of options 64,900*

7. Amount realized by exercise of options (`) 18,17,400

8. Loan repaid by the Trust during the year from exercise price received Not applicable

9. Number of options outstanding at the end of the year(out of total number of options approved under ESOS) 63,600

10. Number of options exercisable at the end of the year(out of total number of options approved under ESOS) Nil

11. Weighted-average exercise `26

12. Weighted-average fair values [Weighted average price as on 3rd June, 2010(Grant date: 4th June, 2010)] `62.31

13. Closing price as on 3rd June, 2010 (Grant date: 4th June, 2010) `62.95

14. Employee wise details of options granted to

a. Key managerial personnel Nil

b. Any other employee who receive a grant of options in any one year of optionamounting to 5% or more of option granted during the year Nil

c. Identified employees who were granted option, during any one year, equal toor exceeding 1% of the issued capital (excluding outstanding warrants &conversions) of the Company at the time of grant Nil

* During the financial year 2014-15, total of 5,000 shares were exercised by employees of the Company, and was

allotted in the Board Meeting dated 9th of April, 2015.


28

Annexure B

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)

S.No. Particulars

1. A brief outline of the Company's CSR policy, including

overview of projects or programs proposedto be

undertaken and a reference to the web-link to the

CSR policy and projects or programs

2. The composition of the CSR Committee

3. Average net profit of the Company for last three

financial years

4. Prescribed CSR expenditure (two per cent of the

amount as in item 3 above)

5. Details of CSR spent for the financial year:

a. Total amount to be spent for the financial year

b. Amount unspent, if any

c. Manner in which the amount spent during the

financial year

6. In case the Company has failed to spend the two per

cent of the average net profit of the last three

financial years or any part thereof, the Company shall

provide the reasons for not spending the amount in

its Board report

7. A responsibility statement of the CSR Committee that

the implementation and monitoring of CSR policy, is

in compliance with CSR objectives and policy of the

company

Disclosures

The Company has formed a CSR policy, to regulate working

of CSR activities. The policy is available on the website

of the Company:

http://www.moldtekplastics.com/investor/corporate-

governance/CSR-Policy.pdf

J. Lakshmana Rao, Chairman

A. Subramanyam, Member

P. Venkateswara Rao, Member

P. Shyam Sunder Rao, Member

`8,06.17 Lakhs.

`16.12 Lakhs.

The Company has created a provision of `16.12 lakhs for

CSR out of the profits of the financial year 2014-15. The

Company is yet to spend the amount of CSR.

The Company is looking forward for the activities as listed

out in Schedule VII of Companies Act, 2013, to spend the

amount of CSR. The provision for the same has been

created out of the profits of the financial year 2014-15.

The amount will be spent in the near future.

The implementation and monitoring of CSR policy is in

compliance with CSR objectives and policy of the

Company. Although, the Company has not spent any

amount in the last financial year 2014-15, a provision for

the same is created and the Company will soon spend

the amount on CSR.

J. LAKSHMANA RAO

(Chairman & Managing Director)

(Chairman of the Committee)

29

Form No. MR-3

SECRETARIAL AUDIT REPORTFor the financial year ended 31st March, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and

Remuneration Personnel) Rules, 2014]

Annexure C

SECRETARIAL AUDIT REPORT

The Members

Mold-Tek Packaging Limited

8-2-293/82/A/700, Ground Floor,

Road No. 36, Jubilee Hills,

Hyderabad - 500 033, Telangana

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility

of the management of the Company. My responsibility

is to express an opinion on these secretarial records

based on my audit.

2. I have followed the audit practises 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. I believe that the processes and practices, I

followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness

of financial records and books of accounts of the

Company.

4. Wherever required, I 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

responsibility of management. My examination was

limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance

as to the further viability of the Company nor of the

efficacy or effectiveness with which the management

has conducted the affairs of the Company.

P. Vijaya BhaskarP. Vijaya Bhaskar & AssociatesPractising Company Secretary

FCS: 6321, CP: 12233

The Members,


I have conducted the secretarial audit of the compliance

of applicable statutory provisions and the adherence to good

corporate practices by Mold-Tek Packaging Limited (here

in after called the Company). Secretarial audit was

conducted in a manner that provided me a reasonable basis

for evaluating the corporate conducts/statutory

compliances and expressing my opinion thereon.

Based on my verification of the Mold-Tek Packaging Limited

books, papers, minute books, forms and returns filed and

other records maintained by the Company and also the

information provided by the Company, its officers, agents

and authorized representatives during the conduct of

secretarial audit, I hereby report that in my opinion, the

Company has, during the audit period covering the financial

year ended on 31st March, 2015 complied with the statutory

provisions listed hereunder and also that the Company has

proper Board-processes and compliance-mechanism in place

to the extent, in the manner and subject to the reporting

made hereinafter:

I have examined the books, papers, minute books, forms

and returns filed and other records maintained by Mold-

Tek Packaging Limited for the financial year ended on 31st

March, 2015 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made

thereunder;

ii. The Securities Contracts (Regulation) Act, 1956

(‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and the regulations and

bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules

and regulations made there under to the extent of

foreign direct investment, overseas direct investment

and external commercial borrowings;

v. The following regulations and guidelines prescribed

under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act’):

a. The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;


30

b. The Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue

of Capital and Disclosure Requirements)

Regulations, 2009;

d. The Securities and Exchange Board of India

(Employee Stock Option Scheme and Employee

Stock Purchase Scheme) Guidelines, 1999;

e. The Securities and Exchange Board of India (Issue

and Listing of Debt Securities) Regulations, 2008;

(Not applicable as the Company has not issued

any debt securities during the year under review.)

f. The Securities and Exchange Board of India

(Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act

and dealing with client;

(Not applicable as the Company is not registered

as registrar to issue and share transfer agent

during the year under review.)

g. The Securities and Exchange Board of India

(Delisting of Equity Shares) Regulations, 2009; and

(Not applicable as the Company has not delisted/

proposed to delist its equity shares from any stock

exchange during the year under review.)

h. The Securities and Exchange Board of India

(Buyback of Securities) Regulations, 1998;

[Not applicable as the Company has not bought

back/proposed to buy-back any of its securities

during the year under review]

vi. The industry specific acts, labour and other applicable

laws as provided by the management of the Company.

I have also examined compliance with the applicable

clauses of the following:

i. Secretarial Standards issued by the Institute of

Company Secretaries of India. (Not applicable as

the same is not yet notified as on 31st March,

2015.)

ii. The Listing Agreements entered into by the

Company with BSE Limited and National Stock

Exchange of India Limited with effect from 19th

February, 2015.

During the period under review, the Company has complied

with the provisions of the acts, rules, regulations,

guidelines, standards, etc.

I further report that

The Board of Directors of the Company is duly constituted

with proper balance of executive directors, non-executive

directors and independent directors. The changes in the

composition of the Board of Directors that took place during

the period under review were carried out in compliance

with the provisions of the Act.

Adequate notice is given to all directors to schedule the

Board Meetings, agenda and detailed notes on agenda were

sent in compliance with Section 173 of Companies Act, 2013,

Listing Agreement and all other applicable laws, and a

system exists for seeking and obtaining further information

and clarifications on the agenda items before the meeting

and for meaningful participation at the meeting.

As per the minutes of the meeting of the Board of Directors

duly recorded and signed by the Chairman, the decisions

were unanimous and no dissenting views were required to

be recorded.

I further report that there are adequate systems and

processes in the Company commensurate with the size and

operations of the Company to monitor and ensure

compliance with applicable laws, rules, regulations and

guidelines.

I further report that during the audit period under review,

the following points were examined and noted:

a. Allotted 64,900 equity shares under MTPL Employees

Stock Option Scheme at a price of `26 each (including

`16 as premium) to the eligible employees of the

Company during the year 2014-15.

b. Convened an extra-ordinary general meeting and

passed the special resolutions relating to authority to

the following:

i. Increased authorised share capital from `13.50

crore to `14.50 crore;

ii. Further issue of shares (QIP).

c. Re-appointed A. Seshu Kumari, Financial Controller as

Chief Financial Officer (CFO) on 1st January, 2015.

d. Appointed Company Secretary and Compliance Officer

Priyanka Rajora on 3rd January, 2015.

e. Allotted 24,98,350 equity shares were allotted under

QIP (Qualified Institutional Placement) at a price of

`220.17 (Including `210.17 as premium) during the

year.

P. Vijaya Bhaskar P. Vijaya Bhaskar & Associates

Hyderabad Practising Company Secretary31st August, 2015 FCS: 6321, CP: 12233

Note: This report is to be read with our letter of even date which

is annexed as ‘Annexure’ and forms an integral part of this report.

31

Annexure D

[Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)

Rules, 2014]

A. Conservation of energy

Energy conservation is a very important part of energy planning and its management. This not only saves energy

resources for future but also avoids wasteful utilization of energy. Energy conservation initiatives provide solution to

the energy crisis, environmental degradation and pollution.

In the short run, the only solution to the growing energy deficit is to facilitate good energy saving measures through

conservation of power, fuel and water. As industries are the major consumers of these resources, the onus should lie

on the industrial sector to limit &minimize its demand for energy. The need of the hour is to conserve and preserve the

energy resources for future of the mankind.

Steps taken for conservation of energy

a. Replaced the conventional and HPSV/HPMP lamps with the LED lamps;

b. Use of self-cleaning filters and temperature controller with FRP cooling fan in cooling towers;

c. Replacement of old rewinded motors with energy efficient new motors;

d. Replacement of old transformers with energy saver transformers leading to saving of 5 to 8% of lighting load.

B. Technology absorption

Mold-Tek operates in a industry which requires continuous technology upgradation for manufacturing products and

research activities to stay ahead of the market. Currently the Company has a centralised integrated tool room to

develop and repair molds. While the Company's centralised tool room provides advantages such as early development

of products at cheaper cost, Mold-Tek will continue to make investments in R&D including and not limited to developing

robots, new molds and processes since the Company depends significantly on such processes for upgrading the

technologies and processes from time to time. The top management devotes considerable time to develop new design

and technologies at the tool room. These R&D activities are critical since it may improve demand for the Company's

products and profitability, if the same proves to be successful.

C. Foreign exchange earnings and outgo

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the

year in terms of actual outflows:

` Lakhs

2014-15 2013-14

Foreign exchange earnings 529 147

Foreign exchange outgo 256 180


32

Annexure E

Disclosure under Section 197(12) and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014

a. Ratio of remuneration of each director to the median remuneration of the employees of the Company for the

financial year;

Name of the Director Remuneration Median remuneration Ratio to median

(`) (`) remuneration

Executive Directors

J. Lakshmana Rao 37,20,000 1,74,564 21.31:1

A. Subramanyam 1,00,20,725 1,74,564 57.40:1

P. Venkateswara Rao 70,87,514 1,74,564 40.60:1

Non-Executive Directors

J. Mytraeyi Nil 1,74,564 NA

T. Venkateswara Rao Nil 1,74,564 NA

P. Shyam Sunder Rao Nil 1,74,564 NA

Dr. N. V. N. Varma Nil 1,74,564 NA

Vasu Prakash Chitturi Nil 1,74,564 NA

b. Percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the

financial year

Name Designation Increase %

J. Lakshmana Rao Chairman & Managing Director 12.73

A. Subramanyam Deputy Managing Director 11.02

P. Venkateswara Rao Deputy Managing Director 6.42

J. Mytraeyi Non-Executive Promoter Director Nil

T. Venkateswara Rao Independent Director Nil

P. Shyam Sunder Rao Independent Director Nil

Dr. N. V. N. Varma Independent Director Nil

Vasu Prakash Chitturi Independent Director Nil

A. Seshu Kumari Chief Financial Officer 126.00

Priyanka Rajora Company Secretary NA

c. Percentage increase in the median remuneration of employees in the financial year: 14%

d. Number of permanent employees on the rolls of the Company as on 31st March 2015: 416

e. Explanation on the relationship between average increase in remuneration and company performance:

Average increase of 11% in the remuneration of employees is in line with the current year's performance, market

dynamics and as a measure to motivate the employees for better future performance to achieve organization's

growth expectations.

33

f. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company

Particulars `

Remuneration of Key Managerial Personnel (KMP)

during financial year 2014-15 (aggregated) 2,35,02,839

Revenue from operations 3,18,65,59,684

Remuneration (as % of revenue) 0.74%

Profit before tax (PBT) 25,34,40,751

Remuneration (as % of PBT) 9.27%

Net revenue 2,85,02,59,494

Remuneration (as a % of net revenue) 0.82%

The aggregate increase in salary for KMPs was 16.8% in financial year 2015 over financial year 2014. This was

based on the recommendation of the nomination and remuneration committee to revise the remuneration as per

industry benchmarks.

g. Variations in the market capitalization* of the Company as at the closing date of the current financial year and

the previous financial year:

The market capitalization increased by 553% to `2,94.66 crore as on 31st March, 2015 from `45.11 crore and as

on 31st March, 2014. (*Market capitalization is number of shares x closing price.)

h. Variation in price earnings ratio as at the closing date of the current financial year and the previous financial

year:

The Price Earnings Ratio was 14.78 as of 31st March, 2015 which was an increase of 4.97%, as compared to 31st

March, 2014.

i. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the

rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted

companies, the variations in the net worth of the Company as at the close of the current financial year and

previous financial year:

The Company was listed on BSE pursuant to demerger on 23rd April, 2009. Post demerger, the Company has not

come out with any Public Offer (IPO) till date.

j. Average percentile increase already made in the salaries of employees other than the managerial personnel in

the last financial year and its comparison with the percentile increase in the managerial remuneration and

justification thereof and point out if there are any exceptional circumstances for increase in the managerial

remuneration:

The aggregate remuneration of employees excluding managerial personnel grew by 11% over the previous financial

year. The aggregate remuneration for KMPs grew by 16.8% over the previous financial year. This was based on the

recommendation of the Nomination and Remuneration Committee to revise the remuneration as per industry

benchmarks. There was no exceptional circumstance or increase for managerial personnel in the last financial

year.


34

k. Comparison of the remuneration of each of the whole-time directors and key managerial personnel against the

performance of the Company

Whole-time Directors `

Particulars Chief Executive Officer/ Deputy Managing Deputy Managing

Managing Director Director Director

Name J. Lakshmana Rao A. Subramanyam P. Venkateswara Rao

Remuneration 37,20,000 1,00,20,725 70,87,514

Revenue 3,18,65,59,684 3,18,65,59,684 3,18,65,59,684

Remuneration (as % of revenue) 0.12 0.31 0.22

Profits before tax (PBT) 25,34,40,751 25,34,40,751 25,34,40,751

Remuneration as % of PBT 1.47 3.95 2.80

Key Managerial Personnel `

Particulars Chief Financial Officer Company Secretary*

Name A. Seshu Kumari Priyanka Rajora

Remuneration 25,80,000 94,599

Revenue 3,18,65,59,684 3,18,65,59,684

Remuneration (as % of revenue) 0.08 0.00

Profits before tax (PBT) 25,34,40,751 25,34,40,751

Remuneration as % of PBT 1.02 0.04

*The Company Secretary was appointed on 3rd January, 2015.

l. Key parameters for any variable component of remuneration availed by the directors:

Please refer to the remuneration policy given in the Corporate Governance report.

m. Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive

remuneration in excess of the highest paid director during the year:

No employee received remuneration in excess of the highest paid director.

n. Affirmation that the remuneration is as per the remuneration policy of the Company:

Yes, the remuneration is as per the remuneration policy of the Company.

Disclosure under Rule 5(2) and 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014

Employees employed throughout the year and were in receipt of remuneration of not less than `60 lakhs per annum:

Name Designation/ Qualification Age Date of Remuneration Experience Particulars of last

nature of (Years) joining received (`) (Years) employment

employment

A. Subramanyam Deputy B.E. 61 1st April, 1,00,20,725 31 Executive Director,

Managing 2007 Mold-Tek Technologies

Director Limited

P. Venkateswara Rao Deputy P.G. in 58 1st April, 70,87,514 27 Executive Director,

Managing Materials 2007 Mold-Tek Technologies

Director Management Limited

35

Annexure F

EXTRACT OF ANNUAL RETURN

MGT-9

as on the financial year ended on 31st March, 2015

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies Management andAdministration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

CIN L21022TG1997PLC026542

Registration date 28th February, 1997

Name of the Company Mold-Tek Packaging Limited

Category/sub-category of the Company Company limited by shares and a non-government company

Address of the Registered Office and contact details 8-2-293/82/A/700, Ground Floor, Road No. 36, Jubilee Hills,


Whether listed company Yes

Name, address and contact details of Registrar XL Softech Systems Limited

and Transfer Agent 3, Sagar Society,

Road No.2, Banjara Hills,

Hyderabad - 500 034.

Phone : +91 40 2354 5913/14/15

Fax : +91 40 2355 3214

Email : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:

S.No.Name and description of NIC Code of the % to total turnovermain products/services product/service of the Company

Manufacturing of plasticpackaging containers 22203 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Name and address of Holding/ % of ApplicableS.No. the Company CIN/GLN subsidiary/ shares Section

associate held

Not applicable


36

IV. Shareholding pattern (Equity share capital breakup as percentage of total equity)

i. Category-wise share holding

No. of shares held at the No. of shares held at thebeginning of the year end of the year

Category of Demat Physical Total % of Demat Physical Total % of % ofshareholders total total change

shares shares during

A. Promoters

1. Indian

a. Individual/HUF 48,30,114 –– 48,30,114 42.83 48,39,068 –– 48,39,068 34.96 -7.42

b. Central government –– –– –– –– –– –– –– –– ––

c. State government –– –– –– –– –– –– –– –– ––

d. Bodies corporate –– –– –– –– –– –– –– –– ––

e. Banks/FI –– –– –– –– –– –– –– –– ––

f. Any other –– –– –– –– –– –– –– ––

Sub-total (A)(1) 48,30,114 –– 48,30,114 42.83 48,39,068 –– 48,39,068 34.96 -7.42

2. Foreign

a. NRIs - individuals –– –– –– –– –– –– –– –– ––

b. Other - individuals –– –– –– –– –– –– –– –– ––

c. Bodies corporate –– –– –– –– –– –– –– –– ––

d. Banks/FI –– –– –– –– –– –– –– –– ––

e. Any other –– –– –– –– –– –– –– –– ––

Sub-total (A)(2) –– –– –– –– –– –– –– –– ––

Total shareholding of

promoter

(A) = (A)(1) + (A)(2) 48,30,114 –– 48,30,114 42.83 48,39,068 –– 48,39,068 34.96 -7.42

B. Public shareholding

1. Institutions

a. Mutual Funds –– –– –– 22,06,290 –– 22,06,290 15.94 15.94

b. Banks/FI 5,760 –– 5,760 0.05 5,760 –– 5,760 0.04 -0.01

c. Central government/

state government –– –– –– –– –– –– –– –– ––

d. Venture capital funds –– –– –– –– –– –– –– –– ––

e. Insurance companies –– –– –– –– –– –– –– –– ––

f. FIIs 5,20,603 –– 5,20,603 4.62 6,53,168 –– 6,53,168 4.72 0.05

g. Foreign venture

capital funds –– –– –– –– –– –– –– –– ––

h. Others –– –– –– –– –– –– –– –– ––

Sub-total (B)(1) 5,26,363 –– 5,26,363 4.67 28,65,218 –– 28,65,218 20.70 16.03

2. Non-Institutions

a. Bodies corporate 6,35,842 7,034 6,42,876 5.70 13,14,296 6,530 13,20,826 9.54 3.84

b. Individuals

i. Individual shareholders

holding nominal share

capital up to `1 lakh 22,22,845 2,14,839 24,37,684 21.62 27,67,308 1,99,179 29,66,487 21.43 0.19

ii. Individual shareholders

holding nominal share

capital in excess of

`1 lakh 21,50,214 5,45,000 26,95,214 23.90 15,35,799 1,25,000 16,60,799 12.00 -1.19

c. Others

d. NRI 92,599 –– 92,599 0.82 1,64,197 –– 1,64,197 1.19 -0.65

e. Clearing members 52,426 –– 52,426 0.46 23,931 –– 23,931 0.17 0.73

Sub-total (B)(2) 51,53,926 7,66,873 59,20,799 52.50 58,05,531 3,30,709 61,36,240 44.34 -8.16

Total shareholding of

public = (B)(1) + (B)(2) 56,80,289 7,66,873 64,47,162 57.17 86,70,749 3,30,709 90,01,458 65.04 7.87

C. Shares held by custodian

for GDRs & ADRs –– –– –– –– –– –– –– –– ––

Grand Total (A+B+C) 1,05,10,403 7,66,873 1,12,77,276 100.00 1,35,09,817 3,30,709 1,38,40,526 100.00 100.00

37

ii. Shareholding of promoters

Shareholding at the beginning Shareholding at the endof the year of the year

S. Shareholders' No. of % of total % of Shares No. of % of total % of Shares % ofNo. name shares shares pledged/ shares shares pledged/ change

of the encumbered of the encumbered duringCompany to total Company to total the

shares shares year

1. J. Lakshmana Rao 12,61,476 11.19 –– 12,62,466 9.12 –– 2.07

2. A. Subramanyam 10,14,562 9.00 –– 10,14,562 7.33 –– 1.67

3. J. Sudha Rani 6,60,019 5.85 –– 6,60,019 4.77 –– 1.08

4. A. Seshu Kumari 3,88,591 3.45 –– 3,88,591 2.81 –– 0.64

5. N. Padmavathi 2,90,674 2.58 –– 2,63,000 1.90 –– 0.68

6. M. Srinivas 2,18,518 1.94 –– 2,18,518 1.58 –– 0.36

7. P. Sai Lakshmi 1,26,331 1.12 –– 1,26,831 0.92 –– 0.20

8. A. Lakshmi Mythri 1,24,380 1.10 –– 96,000 0.69 –– 0.41

9. A. Durga Sundeep 1,35,833 1.21 –– 1,18,231 0.85 –– 0.36

10. P. Venkateswara Rao 1,17,948 1.05 –– 1,20,198 0.87 –– 0.18

11. J. Bhujanga Rao 1,05,480 0.94 –– 1,00,210 0.72 –– 0.22

12. J. Sarada 54,640 0.48 –– 29,245 0.21 –– 0.27

13. N. V. Prasad 52,328 0.46 –– 45,265 0.33 –– 0.13

14. G. Satyavati 38,780 0.34 –– 36,433 0.26 –– 0.08

15. M. Hyma 37,845 0.34 –– 13,845 0.10 –– 0.24

16. J. Mytraeyi 29,520 0.26 –– 29,520 0.21 –– 0.05

17. J. Swetha Mythri 26,017 0.23 –– 22,224 0.16 –– 0.07

18. K. Veeranna 22,992 0.20 –– 18,394 0.13 –– 0.07

19. V. Seshupriya 22,586 0.20 –– 11,086 0.08 –– 0.12

20. J. Navya Mythri 17,362 0.15 –– 71,862 0.52 –– -0.37

21. G. Prasanna Kumar 16,962 0.15 –– 13,450 0.10 –– 0.05

22. J. Pratap Kumar 15,830 0.14 –– 13,830 0.10 –– 0.04

23. M. Koteshwara Rao 15,120 0.13 –– 15,120 0.11 –– 0.02

24. J. Rana Pratap 12,947 0.11 –– 72,947 0.53 –– -0.42

25. J. Sathya Sravya 12,034 0.11 –– 72,034 0.52 –– -0.41

26. K. V. Rama Rao 8,943 0.08 –– 5,041 0.04 –– 0.04

27. P. Appa Rao 2,396 0.02 –– 146 0.00 –– 0.02

Total 48,30,114 42.83 –– 48,39,068 34.96 –– 7.87


38

iii. Change in promoters' shareholding (please specify, if there is no change):

Shareholding at the Cumulative shareholdingbeginning of the year during the year

S.No. Name of the promoter No. of % of total No. of % of totalshares shares of the shares shares of the

Company Company

1. J. Lakshmana Rao

At the beginning of the year 12,61,476 11.19 12,61,476 11.19

Increase/decrease during the year 990 0.00 12,62,466 9.12

At the end of the year 12,62,466 9.12 12,62,466 9.12

2. A. Subramanyam


Increase/decrease during the year –– –– 10,14,562 7.33


3. J. Sudha Rani




4. A. Seshu Kumari




5. N. Padmavathi


Increase/decrease during the year -27,674 -0.20 2,63,000 1.90


6. M. Srinivas




7. P. Sai Lakshmi




8. A. Lakshmi Mythri


Increase/decrease during the year -28,380 -0.20 96,000 0.69

At the end of the year 96,000 0.69 96,000 0.69

9. A. Durga Sundeep




10. P. Venkateswara Rao


Increase/decrease during the year 2,250 0.02 1,20,198 1.06


(Contd.)

39

11. J. Bhujanga Rao




12. J. Sarada

At the beginning of the year 54,640 0.48 54,640 0.48



13. M. Hyma




14. N. V. Prasad




15. J. Mytraeyi


Increase/decrease during the year –– –– 29,520 0.21


16. J. Swetha Mythri




17. K. Veeranna


Increase/decrease duringthe year (Transmission) -4,598 -0.03 18,394 0.13


18. V. Seshupriya




19. G. Satyavati




20. J. Navya Mythri


Increase/decrease during the year 54,500 0.39 71,862 0.52


Change in promoters' shareholding (Contd.)



Company Company

(Contd.)


40

21. J. Pratap Kumar




22. G. Prasanna Kumar




23. M. Koteshwara Rao




24. J. Rana Pratap




25. J. Sathya Sravya




26. K. V. Rama Rao


Increase/decrease during the year -3,902 0.03 5,041 0.04


27. P. Appa Rao


Increase/decrease during the year -2,250 -0.02 146 0.00

At the end of the year 146 0.00 146 0.00

Change in promoters' shareholding (Contd.)



Company Company

41

1. Passage to India Master Fund Limited


Increase/decrease during the year -1,52,217 -1.10 3,62,624 2.62


2. G. Aravinda


Increase/decrease during the year -1,79,900 -1.30 80,100 -0.58

At the end of the year 80,100 -0.58 80,100 0.58

3. JNJ Holdings Private Limited


Increase/decrease during the year -1,54,000 -1.11 71,000 0.51


4. Najmuddin Gulamhusein Kheraj


Increase/decrease during the year -2,14,901 -1.55 –– ––

At the end of the year –– –– –– ––

5. Anil Kumar Goel


Increase/decrease during the year -1,62,000 -1.17 –– -1.17


6. J. Gowtham Sri Harsha


Increase/decrease during the year -1,20,341 -0.87 27,659 0.20


7. T. Venkateswara Rao




8. Teckmen Tools Private Limited


Increase/decrease during the year

(Transfer to trust) -96,480 -0.70 –– ––


9. B. Ganapathy


Increase/decrease during the year -252 0.00 92,248 0.67


10. DSP Blackrock 3 Years Close Ended Equity

At the beginning of the year –– –– –– ––

Increase/decrease during the year 6,13,000 4.43 6,13,000 4.43


iv. Shareholding pattern of top ten shareholders (other than directors, promoters and holders of GDRs and ADRs)


S.No. Name of the shareholder No. of % of total No. of % of totalshares shares of the shares shares of the

Company Company

(Contd.)


42

11. SBI Magnum Midcap Fund




12. SBI Equity Opportunities Fund Series I




13. AKG Finvest Limited




14. UNO Metals Limited

At the beginning of the year -–– –– –– ––



15. SBI Magnum Multicap Fund




16. Amundi Funds A/c Amundi Funds Equity India




17. Principal Trustee Company Private Limited- A/c Principal Mutual Fund




18. Dinero Wealth Advisors Private Limited




Shareholding pattern of top ten shareholders (Contd.)


S.No. Name of the shareholder No. of % of total No. of % of totalshares shares of the shares shares of the

Company Company

43

1. J. Lakshmana Rao




2. A. Subramanyam




3. P. Venkateswara Rao


Increase/decrease during the year 2,250 0.02 1,20,198 0.87


4. J. Mytraeyi




5. P. Shyam Sunder Rao


Increase/decrease during the year -2,500 -0.02 20 0.00

At the end of the year 20 0.00 20 0.00

6. T. Venkateswara Rao




7. Dr. N.V.N. Varma


Increase/decrease during the year –– –– –– ––


8. Vasu Prakash Chitturi




9. A. Seshu Kumari




10. Priyanka Rajora




v. Shareholding of Directors and Key Managerial Personnel


S.No. Name No. of % of total No. of % of totalshares shares of the shares shares of the

Company Company

Note: The variation in terms of percentage is due to increase in paid up share capital of the Company on account ofallotment of equity shares pursuant to exercise of options by the employees of the Company under the various ESOPscheme(s) of the Company and QIP during the year ended 31st March, 2015.


44

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

` Lakhs

Secured loans Unsecured Deposits Totalexcluding deposits loans indebtedness

Indebtedness at the beginning of the financial year

i. Principal amount 64,18 8,62 –– 72,80

ii. Interest due but not paid –– –– –– ––

iii. Interest accrued but not due 5 –– –– 5

Total (i+ii+iii) 64,23 8,62 –– 72,85

Change in indebtedness during the financial year

Addition –– –– –– ––

Reduction 52,40 2,04 –– 54,44

Net change 52,40 2,04 –– 54,44

Indebtedness at the end of the financial year

i. Principal amount 11,80 6,58 –– 18,38

ii. Interest due but not paid –– –– –– ––

iii. Interest accrued but not due 3 –– –– 3

Total (i+ii+iii) 11,83 6,58 –– 18,41

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager`

S. Particulars of Name of Managing Director/Whole-time Director TotalNo. Remuneration J. Lakshmana Rao A. Subramanyam P. Venkateswara Rao

1. Gross salary

a. Salary as per provisions con 37,20,000 78,00,000 49,20,000 1,64,40,000tained in Section 17(1) of theIncome Tax Act, 1961

b. Value of perquisites underSection 17(2) of the IncomeTax Act, 1961 –– 22,20,725 21,67,514 43,88,239

c. Profits in lieu of salary underSection 17(3) of the IncomeTax Act, 1961 –– –– –– ––

2. Stock option –– –– –– ––

3. Sweat equity –– –– –– ––

4. Commission

- as % of profit –– –– –– ––

- others –– –– –– ––

5. Others - Leave encashment 1,37,500 9,20,000 6,20,000 16,77,500

Total 38,57,500 1,09,40,725 77,07,514 2,25,05,739

Ceiling as per the Act**

** Note: The Company had applied for central government approval under Sections 198, 309(2), 310 of the Companies Act,1956 and the remuneration is paid according to the approval granted vide letters dated 18th March, 2014 and31st March, 2014.

45

C. Remuneration to key managerial personnel (other than Managing Director, Whole-time Directors and/orManager)

`

S. Particulars of Key Managerial PersonnelNo. Remuneration Priyanka Rajora (CS) A. Seshu Kumari (CFO) Total

1. a. Salary as per provisions contained in

Section 17(1) of the Income Tax Act, 1961 47,301 25,80,000 63,47,301

b. Value of perquisites under Section 17(2) of the

Income Tax Act, 1961 47,298 –– 47,298

c. Profits in lieu of salary under Section 17(3) of

the Income Tax Act, 1961 –– –– ––

2. Stock option –– –– ––

3. Sweat equity –– –– ––

4. Commission –– –– ––

5. Others - Leave encashment (Prior period) –– 1,20,000 2,57,500

Total 94,599 27,00,000 66,52,099

Note: Priyanka Rajora, the Company Secretary, was appointed on 3rd January, 2015.

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (Contd)

B. Remuneration to other Directors `

Particulars of Name of Directors TotalRemuneration P. ShyamSunder T. Venkateswara N.V.N. Vasu Prakash J. Mytraeyi

Rao Rao Varma Chitturi

Independent Directors/

Non-Executive Directors

l Fee for attending board/

committee meetings 84,270 44,944 11,236 11,236 5,618 1,57,304

l Commission –– –– –– –– ––

l Others –– –– –– –– ––

Total managerialremuneration 2,26,63,043

Overall ceiling asper the Act**

** Note: The Company had applied for central government approval under Sections 198, 309(2), 310 of the Companies Act, 1956and the remuneration is paid according to the approval granted vide letters dated 18th March, 2014 and 31st March, 2014.

VII. Penalties/punishment/compounding of offences

Type Section of the Brief Details of penalty/punishment/ Authority Appeal made,Companies Act description compounding fees imposed [RD/NCLT/court] if any

Company

PenaltyPunishmentCompounding

Directors


Other officers in default


Nil


46

MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW

The financial statements have been prepared in compliance

with the requirements of the Companies Act, 2013 and

Generally Accepted Accounting Principles (GAAP) in India.

The management accepts responsibility for the integrity

and objectivity of these financial statements as well as for

various estimates and judgments used therein. These

estimates and judgments relating to the financial

statements have been made on a prudent and reasonable

basis, in order that the statements reflect, in a true and

fair manner, the state of affairs and profits for the year.

This report may also contain certain statements that the

company believes are or may be considered to be 'forward

looking statements' which are subject to certain risks and

uncertainties.

GLOBAL ECONOMY

While USA economy showing better growth, rest of the

global economy is continued to face slow down. Global

growth is expected to be 2.8% in 2015. Growth is expected

to pick up to 3.2% in 2016-17, broadly in line with previous

forecasts. The expected tightening of monetary conditions

in the United States, along with monetary expansion by

other major central banks, has contributed to broad-based

appreciation in the U.S. dollar and is exerting downward

pressure on capital flows to developing countries. Many

developing-country currencies have weakened against the

U.S. dollar, while rupee is showing resilience.

Reduced oil prices and gold imports augers well for Indian

economy. Despite some pickup in the first quarter of 2015,

lower oil prices are having an increasingly pronounced

impact. In oil-importing countries, the benefits to activity

have so far been limited, although they are helping to

reduce vulnerabilities. In oil-exporting countries, lower

prices are sharply reducing economic activity and increasing

fiscal, exchange rate, or inflationary pressures. Risks remain

tilted to the downside, with some pre-existing risks receding

but new ones emerging.

INDIAN ECONOMY

This year has been a good one for the Indian economy with

a drastic variation in macroeconomic conditions and has

reached a stage of sustainability. The country has performed

well in times of global growth has been disappointing.

Reduced cost of oil imports improved CAD and contained

rupee depreciation. Gross Domestic Product (GDP) growth,

which had plummeted to sub 5% levels in past two fiscal

years finally seems to have picked up on the back of a

cyclical rebound and some genuine improvement. Growth

in the current year, has moved up firmly into the 5%+

bracket. This improvement is a result of better performance

in the industrial sector, firm growth in the services sector

in spite of a tough phase in agriculture sector. Further, policy

action on the environmental clearances and mining licenses

has helped prop up sentiment while a push to some stuck

projects have aided growth prospects.

One of India's biggest challenges over the past few years

has been the persistently high levels of inflation. As such,

it has had a major negative impact on the economy as it

has eroded purchasing power and forced the RBI to keep

interest rates high. Higher interest rates have further have

been inimical to investments. However, this year has seen

inflation decline to multi year lows as the weakness in the

domestic economy finally filtered through the inflation

metrics. The RBI on its part stuck to its guns for most of

this year and kept its key policy rate, the repo, at an

elevated level of 8%. Earlier in the calendar year, the central

bank had adopted recommendations of the Urjit Patel

committee and put in place a rule based system for

monetary policy making. The RBI set its sight on rolling

targets for CPI inflation, with the first being 8% by January

2015 and 6% by January 2016. Further, it made it very clear

that elevated levels of inflation had been a major cause of

slowing growth in the economy and further was inimical to

the country's long term growth prospects. So while

inflationary pressures were on the decline, the RBI

maintained its stance of a high policy rate explaining to

market participants that it was essential to bring down

inflation in a sustained way. Towards the end of the year,

the RBI started to ease its stance by indicating that a rate

cut was a distinct possibility if deflationary pressures

continued to take shape. Finally, the RBI initiated its rate

cutting cycle with a token 25 basis points cut on 15th

January, 2015. The clear mandate given to the central

government and the business friendly reforms expected as

a result of this has raised the expectation of both domestic

and foreign investors.

The government has done its fair share to support this

optimism by further opening sectorssuch as defense,

telecommunications, construction services as well as

insurance. These developments have further injected a

sense of optimism in investors.

Sharp reduction in inflation and better than expected

rainfall augurs well for the economy and RBI may start

reducing interest rates to propel economic activity further.

47

INDUSTRY STRUCTURE & DEVELOPMENTS

World demand for rigid packaging is forecast to increase

6.4% per year to $472 billion in 2016. Factors contributing

to rising demand include growth in global manufacturing

output, increased consumer spending on packaged goods

worldwide, and demographic trends such as increasing

urban populations, as urban consumers tend to use more

packaged foods than their rural counterparts. Rigid

packaging consumption will also be supported by the

extensive and expanding recycling infrastructure for metal,

glass, and plastic.

The largest markets for rigid packaging are food and

beverages, which together represented 64% of total rigid

packaging demand in 2011. Strong gains are expected for

plastic bottles and containers due to cost and performance

advantages, as well as further development of food-grade

materials. Beverage applications for rigid packaging will

benefit from expanded processing capacity. Rigid packaging

demand in pharmaceutical applications is forecast to see

above average growth, boosted by fast growing

pharmaceutical manufacturing capabilities, especially in

Asia.

The most rapid gains in demand for rigid packaging will be

seen in the world's developing regions. In particular, the

Asia/ Pacific region will post the fastest growth and remain

the largest market due to its large food and beverage

industries. In contrast, market maturity in developed

countries (as well as market saturation in bedrock

applications such as bottled and canned beers and

carbonated soft drinks) will serve to limit faster gains in

rigid packaging demand. Overall, some of the best growth

rates are expected in Indonesia, China, and India, with

Brazil, Turkey, Russia, and Mexico also forecast to see strong

gains.

In terms of materials, plastic will continue to account for

the largest share of demand and will also see the fastest

gains, as plastic containers grab market share at the

expense of paperboard, metal, and glass packaging in many

applications. Gains for plastic containers will be attributable

to their cost advantages over some alternatives, shatter

resistance, resealability, faster filling, graphics capabilities,

ease of opening and dispensing, and improved resin and

processing technologies.

The global rigid plastic packaging industry is forecast to

grow during the period 2013-18 by 5.2% to $174.3 billion.

According to the market report, the rigid plastic packaging

industry has developed largely at the expense of traditional

pack types such as glass bottles and jars, liquid cartons

and metal cans. Rigid plastic packaging is often favored

over traditional pack types for a combination of properties,

including lighter weight, lower comparative cost, design

flexibility and the ease of recycling.

A rebound is expected for plastic pails based on a recovery

in construction activity from low levels in 2011, which will

boost demand for paints, adhesives, driveway sealers, and

other goods packaged in pails.

BUSINESS OVERVIEW

The Company mainly engaged in the manufacturing of rigid

plastic packaging containers through Injection molding

technology for paints, lubes, oils, food, FMCG and other

sectors. The Company designs and manufactures standard

airtight and pilfer - proof pails as well as customized

containers to meet our customer's packaging requirements.

Mold-Tek has introduced certain world class packaging

products in India for paints, oil, lubricants, food and FMCG

industries through continuous innovation. The Company

decorates products usingscreen printing, heat transfer

labelling and recently In-Mold labeling (IML), which is one

of the modern and premium container decoration

techniques globally. In late 2011, Mold-Tek started

developmental work on IML manufacturing through imported

labels and Robots. Later to improve economics, MTPL

developed technology and invested in facilities to

manufacture 'In-Mold Labels' and even 'Robots'. IML provides

various benefits of packaging including higher brand recall

as the labels do not get separated. These IML labels provide

better aesthetics and the process eliminates labour and

saves space required for production. Company recently

introduced 5 litre and 15 litre edible oil packs with most

advanced features.

COMPETITIVE STRENGTHS

l Only packaging company in the world to manufacture

robots in-house;

l In-house development and adoption of latest

technology;

l Integrated business model with centralised tool room

to design, develop, manufacture, maintenance of

molds and robots;

l presence in the plastic pail packaging segment for over

two decades;

l Products cater to diverse industries such as lubes and

oil, paints, food and FMCG industry;


48

l Strategically located manufacturing facilities in India;

l High quality standards and recognition as leaders in

rigid packaging;

l Experienced management with strong industry

expertise.

BUSINESS STRATEGIES

l Continued focus on innovation;

l Focus on cost reduction and improving cost efficiency;

l Getting closer to our customer plants;

l Increasing contribution from food, FMCG industry and

high value added IML products;

l Continue to invest in research and design to develop

new products;

l Enhanced product quality.

FINANCIAL AND OPERATIONAL PERFORMANCE -

AN OVERVIEW` Lakhs

Particulars 2014-15 2013-14 2012-13 2011-12 2010-11

Gross

turnover 318,66 283,93 212,99 190,49 163,06

EBIDTA 40,77 30,03 20,30 21,34 19,32

PBT 25,29 14,68 9,04 13,13 12,08

Net profit 16,87 9,07 5,78 9,33 8,00

EPS (`) 14.4 8.05 5.14 10.33 10.01

OUTLOOK

The performance in the recent years of your Company's

business has been satisfying. The strategy for growth is

clear. The new product range has immense potential for

your Company to sustain a profitable growth, across all the

units. In the financial year 2014-15, the Company has

received a ‘Quality Champion Award’ from Asian Paints

Limited for exemplary quality performance during the

peirod April 2012 to September 2014.

Your Company has been fast re-shaping its processes and

aligning its people to this vision and mission of creating

long term shareholder value. Even more exciting is the long-

term growth opportunity presented by the food and FMCG

industry and IML robotic technology. With its large scale

presence, innovation capability and motivated human

capital, your Company is well set to delight all its

stakeholders. While the year 2015-16 is mainly accompanied

by capacity creation, higher growth can be witnessed from

2016-17.

RISKS AND CONCERNS

The Company lays emphasis on risk management and has

an enterprisewide approach to risk management, which lays

emphasis on identifying and managing key operational and

strategic risks. Through this approach, the Company strives

to identify opportunities that enhance organizational values

while managing or mitigating risks that can adversely impact

its future performance.

The Company continues its initiatives aimed at assessment

and avoidance of various risks affecting its business and

towards cost control and efficiency across its businesses

and functions, taking appropriate measures and reviewing

them from time to time. The Company's current and fixed

assets as well as products are adequately insured against

various risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR

ADEQUACY

The Company has an adequate system of internal financial

control relating to purchase of stores, raw materials

including components, plant & machinery, equipment and

other similar assets and for the sale of goods commensurate

with the size of the Company and nature of its business.

The Company also has internal control system for speedy

compilation of accounts and management information

reports and to comply with applicable laws and regulations.

The Company has an effective budgetary control system.

The management reviews the actual performance with

reference to budgets periodically. The Company has a well-

defined organization structure, authority levels and internal

rules and regulations for conducting business transactions.

The Company has already formed an Audit Committee which

met six times in the year. Audit Committee ensures proper

compliance with the provisions of the Listing Agreement

with stock exchanges, Companies Act, reviews the adequacy

and effectiveness of the internal control environment and

monitors implementation of internal audit

recommendations. Besides the above, Audit Committee is

actively engaged in overseeing financial disclosures.

HUMAN RESOURCES

During the year under review, the Company had under taken

extensive steps in optimizing the manpower at our all

plants, corporate office and field locations. Human relations

were cordial throughout the year. Measures for safety of

the employees, training and development continued to

receive top priorities.

49

A. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is the combination of practices and compliance with laws and regulations leading to effective

control and management of the organization. We consider stakeholders as our partners in our success and remain

committed to maximizing stakeholder value. Good Corporate Governance leads to long-term stakeholder value. This

is demonstrated in shareholder returns, high credit ratings, governance processes and an entrepreneurial performance

focused work environment. Additionally, our customers have benefited from high quality products delivered on time

at high competitive prices.

Mold-Tek Packaging Limited therefore believes that Corporate Governance is not an end in itself but is a catalyst in

the process of maximization of share holder value. Therefore, shareholder value as an objective is woven into all

aspects of Corporate Governance - the underlying philosophy, development of roles, creation of structures and continuous

compliance with standard practices. For Mold-Tek Packaging Limited, however, good corporate governance has been

a cornerstone of the entire management process, the emphasis being on professional management with a decision

making model based on decentralization, empowerment and meritocracy.

B. Board of Directors

Composition

The Company’s Board comprises of eight Directors including

Three Executive Promoter Directors

One Non-Executive Promoter Director

Four Independent Directors

The Composition of the Board is in conformity with Clause 49 of the Listing Agreement.

None of the Directors is a member of more than 10 committees or chairman of more than 5 committees across all the

companies in which they are directors.

Board Meetings

The Board of Directors met 15 times during the financial year 2014-15 i.e. 10th April, 2014; 23rd April, 2014; 2nd May,

2014; 14th May, 2014; 29th May, 2014; 13th June, 2014; 25th July, 2014; 8th August, 2014; 2nd September, 2014; 30th

October, 2014; 19th November, 2014; 3rd January, 2015; 7th February, 2015; 12th February, 2015 & 5th March, 2015.

The maximum gap between any two meetings was less than 4 months as stipulated under Clause 49 of the Listing

Agreement.

Report on Corporate Governance


50

Board Meetings/AGM - Attendance & Directorships/Committee Memberships

Name of the Category Number of Whether

Director Board attended

Meetings last AGM

attended held on 30th

during the September,

year 2014-15 2014 Chairman Member Chairman Member

J. Lakshmana Rao Executive

(Managing Director) Promoter Director 15 Yes 1 –– –– ––

A. Subramanyam Executive

(Deputy Managing Director) Promoter Director 11 Yes –– 1 –– ––

P. Venkateswara Rao Executive

(Deputy Managing Director) Promoter Director 15 Yes –– 1 –– ––

J. Mytraeyi Non-Executive

Promoter Director 6 No –– –– –– ––

T. Venkateswara Rao Non-Executive

Independent Director 4 No –– 6 –– ––

P. Shyam Sunder Rao Non-Executive

Independent Director 9 Yes –– 3 2 2

Dr. N. V. N. Varma Non-Executive

Independent Director 2 No –– –– –– 2

Vasu Prakash Chitturi Non-Executive

Independent Director 2 No –– 1 –– 2

Note: In accordance with Clause 49, membership/chairmanship of only audit committee, shareholders/investors relationship committee

of all companies has been considered.

C. BOARD COMMITTEES

I. AUDIT COMMITTEE

Overall purpose/objectives

The purpose of the Audit Committee is to assist the Board of Directors (‘Board’) in reviewing the financial

information which will be provided to the shareholders and others, reviewing the systems of internal controls

established in the Company, appointing, retaining and reviewing the performance of internal accountants/internal

auditors and overseeing the Company’s accounting and financial reporting process and the audit of the Company’s

financial statements.

Composition & meeting

The Audit Committee comprises of four Non-Executive Independent Directors chaired by P. Shyam Sunder Rao.

The composition of the Audit Committee meets the requirements of Section 177 of the Companies Act, 2013 and

Clause 49 of the Listing Agreement.

Six meetings of the Audit Committee were held during the financial year 2014-15. The dates on which the said

meetings were held are as follows: 29th May, 2014; 8th August, 2014; 2nd September, 2014; 30th October, 2014;

3rd January, 2015 and 12th February, 2015.

No. of

committee

positions in

other companies

No. of

directorships

in other

companies

51

The composition of Audit Committee and particulars of meeting attended by the members of the Audit Committee

are given below:

Name & category Designation No of meetings attended

during the year 2014-15

P. Shyam Sunder Rao, Independent Non-Executive Director Chairman 6

T. Venkateswara Rao, Independent Non-Executive Director Member 4

Vasu Prakash Chitturi, Independent Non-Executive Director Member 2

Dr. N.V.N. Varma, Independent Non-Executive Director Member 2

Powers and terms of reference

The power and terms of reference of the Audit Committee are as mentioned in Clause 49 of the Listing Agreement

with the stock exchanges as amended from time to time, read with Section 177 of the Companies Act, 2013.

II NOMINATION & REMUNERATION COMMITTEE

Terms of reference

The power and terms of reference of the Nomination and Remuneration Committee are as mentioned in Clause 49

of the Listing Agreement with the stock exchanges as amended from time to time, read with Section 178 of the

Companies Act, 2013, Nomination, Remuneration and Performance Evaluation Policy and as entrusted by Board of

Directors from time to time.

The terms of reference to the Nomination and Remuneration Committee also includes:

a. Recommend employees stock option scheme

b. Administer the employee stock option scheme.

Composition & meeting

The Nomination & Remuneration Committee comprises of 4 Non-Executive Independent Directors chaired by P.

Shyam Sunder Rao. The composition of the Nomination & Remuneration Committee meets the requirements of

Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Two meetings of the Nomination & Remuneration Committee were held during the financial year 2014-15. The

dates on which the said meetings were held are as follows: 2nd September, 2014 & 3rd January, 2015.

The composition of Nomination & Remuneration Committee and particulars of meeting attended by the members

of the Committee are given below:

No of No of

Name Designation Category meetings meetings

held attended

P. Shyam Sunder Rao Chairman Non-Executive Independent Director 2 2

T. Venkateswara Rao Member Non-Executive Independent Director 2 1

Vasu Prakash Chitturi Member Non-Executive Independent Director 2 ––

Dr. N.V.N. Varma Member Non-Executive Independent Director 2 1


52

Nomination, Remuneration and Board Evaluation Policy

The Company has formulated a Nomination, Remuneration and Board Evaluation Policy as per the provisions of

Companies Act, 2013 and Clause 49 of the Listing Agreement which, inter-alia, lays down the criteria for identifying

the persons who are qualified to be appointed as Directors and such persons who may be appointed as senior

management personnel of the Company and lays down the criteria for determining the remuneration of the

directors, key managerial personnel (KMP) and other employees.

Nomination, Remuneration and Board Evaluation Policy provides for the following attributes for Appointment and

removal of Director, KMP and senior management:

Appointment criteria and qualification

l The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the

person for appointment as director in terms of diversity policy of the board and recommend to the board

his/her appointment.

l For the appointment of KMP (other than managing/whole-time director) or senior management, a person

should possess adequate qualification, expertise and experience for the position he/she is considered for

the appointment. Further, for administrative convenience, as regards the appointment of KMP (other than

managing/whole time director) or senior management, the managing director is authorized to identify and

appoint a suitable person for such position. However, if the need be, the managing director may consult the

committee/board for further directions/guidance.

Term

l The term of the directors including managing/whole-time director/independent director shall be governed

as per the provisions of the Act and Rules made thereunder and the Clause 49, as amended from time to

time; whereas, the term of the KMP (other than the managing/whole-time director) and senior management

shall be governed by the prevailing HR policies of the Company.

Evaluation

l The Committee shall carry out evaluation of performance of every Director.

l The Committee shall identify evaluation criteria which will evaluate Directors based on knowledge to perform

the role, time and level of participation, performance of duties, level of oversight, professional conduct and

independence. The appointment/re-appointment/continuation of directors on the board shall be subject to

the outcome of the yearly evaluation process.

Removal

l Due to reasons for any disqualification mentioned in the Act or under any other applicable act, rules and

regulations there under and/or for any disciplinary reasons and subject to such applicable acts, rules and

regulations and the Company’s prevailing HR policies, the committee may recommend, to the board, with

reasons recorded in writing, removal of a director, KMP or senior management.

Remuneration of managing/whole-time director, KMP and senior management

l The remuneration/compensation/commission, etc. as the case may be, to the managing/whole-time director

will be determined by the committee and recommended to the board for approval. The remuneration/

compensation/commission, etc. as the case may be, shall be subject to the prior/post approval of the

shareholders of the Company and central government, wherever required and shall be in accordance with

the provisions of the Act and Rules made thereunder. Further, the managing director of the Company is

authorized to decide the remuneration of KMP (other than managing/whole-time director) and senior

management, and which shall be decided by the managing director based on the standard market practice

and prevailing HR policies of the Company.

53

Remuneration to non-executive/independent director

l The remuneration/commission/sitting fees, as the case may be, to the non-executive/independent director,

shall be in accordance with the provisions of the Act and the Rules made thereunder for the time being in

force or as may be decided by the committee/board/shareholders.

l An independent director shall not be entitled to any stock option of the company unless otherwise permitted

in terms of the Act and the Clause 49, as amended from time to time.

Details of the evaluation process

In terms of the Nomination, Remuneration and Board Evaluation Policy and the applicable provisions of the

Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee laid

down the criteria for evaluation/assessment of the Directors (including the independent directors) of the Company

and the Board as a whole. The Committee also carried out the evaluation of the performance of each Director of

the Company.

Pursuant to the report/feedback on the evaluation as carried out by the Nomination and Remuneration Committee,

the Board conducted formal annual evaluation of its own performance, its Committees and the individual directors

(without the presence of the director being evaluated). Basis the said evaluation, the Nomination and Remuneration

Committee made recommendations for the appointment/re-appointment/increase in remuneration of the

Directors.

Criteria for evaluation of Board (Including Independent Directors) and its Committees

The evaluation of the Board (including independent directors) and its committee were based on knowledge to

perform the role, attendance, time and level of participation, performance of duties, adequate discharge of

responsibilities, level of oversight, understanding of the Company professional conduct, independence, structure

and composition, frequency and duration of meetings, its process and procedures, effectiveness of Board/

Committees, its financial reporting process, including internal controls, review of compliance under various

regulations etc.

Meetings of Independent Directors

A separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors

and members of management, was held on 12th February, 2015, as required under Schedule IV to the Companies

Act, 2013 (Code for Independent Directors) and Clause 49 of the Listing Agreement. At the meeting, the Independent

Directors:

l Reviewed the performance of Non-Independent Directors and the Board as a whole;

l Reviewed the performance of the Chairman of the Company, taking into account the views of Executive

Director and Non-Executive Directors; and

l assessed the quality, quantity and timeliness of flow of information between the Company management and

the Board that is necessary for the Board to effectively and reasonably perform their duties.

Internal committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013

The composition of the internal committee is as under:

A. Seshu Kumari, Financial Controller - Chairperson

J. Navya, Assistant Financial Controller - Member

Priyanka Rajora, Company Secretary - Member

K. Sirisha, Assistant Manager-HR - Member

There was no meeting held in the financial year, as no complaints were received from any employee.


54

Details of the remuneration of Executive Directors and Non-Executive Directors for the year ended

31st March, 2015 are as follows:

(`)

Name Salary Perquisites Performance Earned Others - Sitting Total

& other bonus/ leave & leave feesbenefits commission gratuity encashment

J. Lakshmana Rao

(Chairman & Managing

Director) 37,20,000 – –– –– 1,37,500 –– 38,57,500

A. Subramanyam

(Deputy Managing

Director) 1,00,20,725 22,20,725 –– –– 9,20,000 –– 1,09,40,725

P. Venkateswara Rao

(Deputy Managing Director) 70,87,514 21,67,514 –– –– 6,20,000 –– 77,07,514

J. Mytraeyi –– –– –– –– –– 5,618 5,618

T. Venkateswara Rao –– –– –– –– –– 44,944 44,944

P. Shyam Sunder Rao –– –– –– –– –– 84,270 84,270

Dr. N. V. N. Varma –– –– –– –– –– 11,236 11,236

Vasu Prakash Chitturi –– –– –– –– –– 11,236 11,236

Shareholding of the Directors of the Company as on 31st March, 2015

Name No of shares % of Total holding

J. Lakshmana Rao 12,62,466 9.12

A. Subramanyam 10,14,562 7.33

P. Venkateswara Rao 1,20,198 0.87

J. Mytraeyi 29,520 0.26

T. Venkateswara Rao 89,000 0.86

P. Shyam Sunder Rao 20 0.00

Dr. N. V. N. Varma –– ––

Vasu Prakash Chitturi –– ––

Non-Executive Directors did not hold any fully convertible warrants as on 31st March, 2015.

Stakeholders Relationship Committee

The composition of the Stakeholder Relationship Committee as on 31st March, 2015 was as under:

Name Designation Category

P. Shyam Sunder Rao Chairman Non-Executive Independent Director

T. Venkateswara Rao Member Non-Executive Independent Director

Vasu Prakash Chitturi Member Non-Executive Independent Director

Dr. N. V. N. Varma Member Non-Executive Independent Director

Priyanka Rajora was appointed as the Secretary to the Committee on 3rd January, 2015.

The Stakeholder’s Relationship Committee oversees the redressal of complaints of investors such as transfer or

credit of shares to demat accounts, non-receipt of dividend/annual reports, etc. It also approves share transfer

and issue of share certificates. The status of complaint is also reported to the Board of Directors. During 2014-15,

19 complaints were received, all of which were resolved and no complaints were pending as on 31st March, 2015.

55

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of three Executive Directors and one independent Director,

chaired by J. Lakshmana Rao. The composition of the Corporate Social Responsibility Committee meets the requirements

of Section 135 of the Companies Act, 2013.

D. Disclosures

Details of annual/extraordinary general meetings

Location and time of general meetings held in the past 3 years are as follows:

YEAR LOCATION DATE TIME

2011-12 (AGM) Swagath-De-Royal Hotel, No.2-36, Kothaguda x Roads, 22nd September, 11.00 a.m.

Kondapur, Cyberabad, Hyderabad - 500 081 2012

2012-13 (AGM) Best Western Jubilee Ridge, Plot No.38 & 39, Kavuri Hills, 30th September, 11.00 a.m.

Road No.36, Jubilee Hills, Hyderabad - 500 033 2013

2013-14 (AGM) Best Western Jubilee Ridge, Plot No.38 & 39, Kavuri Hills, 30th September, 11.00 a.m.


2014-15 (EGM) Best Western Jubilee Ridge, Plot No.38 & 39, Kavuri Hills, 24th December, 11.00 a.m.


The Company passed special resolutions as per the agenda given in the notice calling the general meetings. No

resolution was passed by way of postal ballot at the last AGM. No resolution is proposed to be passed by way of postal

ballot in the ensuing Annual General Meeting.

Additional disclosures

a. Disclosures on materially significant related party transactions i.e. transactions of the company of material

nature, with its promoters, the Directors or the management, their subsidiaries or relatives etc., that may have

potential conflict with the interests of the company at large.

The necessary disclosures of related party transactions are provided in the Notes to the Accounts. None of the

transactions with any of the related parties were in conflicts with the interest of the Company.

b. Details of non-compliance by the Company, penalties and strictures imposed on the Company by stock exchange

or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

No non-compliance by the Company was observed during the last three years nor any penalties, strictures imposed

on the Company by stock exchange or SEBI or any statutory authority, on any matter related to capital markets.

c. Whistle blower policy/vigil mechanism

The Company has adopted the whistle blower policy and established a mechanism for employees to report concerns

about unethical behavior, actual or suspected fraud, or violation of code of conduct. It also provides adequate

safeguards against the victimization of employees who avail of the mechanism, and allows direct access to the

Chairperson of the audit committee in exceptional cases. We further affirm that no employee has been denied

access to the audit committee during the year.

d. Details of compliance with mandatory requirements and adoption of non-mandatory requirements of this clause.

The Company has complied with all the mandatory requirements and has adopted the following non mandatory

requirement of Clause 49.

Reporting of internal auditor

The internal auditor reports directly to the Audit Committee.


56

Means of communication

As per Clause 54 of the Listing Agreement, the Company is maintaining a functional website – www.moldtekgroup.com

containing the information about the Company viz. details of business, financial information, shareholding pattern,

annual reports, Company’s policies, results and contact information of the designated officials of the Company for

handling investor grievances. The website is updated from time to time.

l Quarterly/half-yearly/annual financial results are generally published in Business Standard and Andhra Prabha.

The results are also posted on the Company’s website www.moldtekgroup.com.

l The annual report of the Company is available on the Company’s website in a user-friendly and downloadable

form.

l The Company has designated an E-mail ID exclusively for investor servicing i.e. [email protected]. Investors

may raise any queries, complaints or provide suggestions through the said e-mail id.

Annual report containing inter alia, audited financial statements, report of board of directors and auditors and other

important information is circulated to members and others entitled thereto. Management discussion & analysis forms

part of the annual report and is displayed on the Company’s website www.moldtekgroup.com.

Other disclosures

a. Reconciliation of share capital audit

As stipulated by SEBI, a qualified Company Secretary-in-Practice carries out a reconciliation of share capital

audit, to reconcile the total admitted capital with National Securities Depository Limited and Central Depository

Services (India) Limited (‘Depositories’) and the total issued and listed capital with the stock exchanges. The

audit confirms that the total issued/paid-up capital is in agreement with the aggregate of the total number of

shares in physical form and the total number of shares in dematerialized form (held with depositories). The audit

report is being submitted on quarterly basis to the stock exchanges.

b. Familiarization programme

In accordance with the requirements of Clause 49 of the Listing Agreement with the stock exchanges and the

provisions of Companies Act, 2013, the Company familiarizes the Directors with the Company, their roles, rights,

responsibilities in the Company, nature of the industry in which the Company operates, its business operations

and model etc. through various programmes. The programme is available on the website of the Company at

www.moldtekgroup.com - Mold-Tek Packaging Limited - Investors.

c. Code of conduct for prohibition of insider trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations 1992, the Company had adopted a Code

of Conduct for Prevention of Insider Trading Practices for its Directors and designated employees. The Code has

laid down guidelines which include procedures to be followed and disclosures to be made while dealing in the

shares of the Company.

During the financial year 2014-15, the capital market regulator Securities and Exchange Board of India (SEBI)

notified SEBI (Prohibition of Insider Trading) Regulations, 2015 on 15th January, 2015. Pursuant to the provisions

of the said regulations, the Board of Directors approved and adopted ‘Code of Conduct for Prohibition of Insider

Trading’ which, inter alia, lays down the process of dealing in securities of the Company, along with the reporting

and disclosure requirements by the employees and the connected persons and the same shall replace the existing

code and become effective from 15th May, 2015. It provides for pre-clearance of trades above certain thresholds

and trading restrictions on the employees and connected persons when in possession of unpublished price sensitive

information and/or at the time of trading window closure.

In terms of the said regulations, the Company has also formulated ‘Code of Practices and Procedures for Fair

Disclosure of Unpublished Price Sensitive Information’, with an objective to have a standard and stated framework

57

and policy for fair disclosure of events and occurrences that could impact price discovery in the market for its

securities. The code is available on the website of the Company at www.moldtekgroup.com - Mold-Tek Packaging

Limited - Investors.

d. Code of conduct for the board of directors & senior management personnel

During the financial year 2014-15, the Company has revised its Code of Conduct for the Board of Directors &

Senior Management Personnel of the Company, as per the provisions of Clause 49 of the Listing Agreement. The

code is available on the website of the Company at www.moldtekgroup.com - Mold-Tek Packaging Limited -

Investors.

The Board of Directors and members of the senior management personnel have provided their affirmation to the

compliance with this code. The declaration regarding compliance by the Board of Directors and the senior

management personnel with the said code of conduct, duly signed by the Chairman & Managing Director forms

part of this Annual Report.

e. CEO/CFO certification

The Chairman & Managing Director and Chief Financial Officer of your Company have issued necessary certificate

pursuant to the provisions of Clause 49 of the Listing Agreement and forms part of the Annual Report.

Management Discussion and Analysis

A separate report on Management Discussion and Analysis is attached as part of the Annual Report.

General shareholder information

18th Annual General Meeting

Date and time 28th September, 2015 at 10.30 a.m.

Venue Best Western Jubilee Ridge, Plot No.38 & 39, Kavuri Hills,

Road No.36, Jubilee Hills, Hyderabad – 500 033

Financial calendar (2015-16)

The financial year of the Company is 1st April to 31st March. For the year ending 31st March, 2016 quarterly

un-audited/annual audited results shall be announced as follows:

Financial reporting for Proposed date

Unaudited results for the quarter ending: 30th June, 2015 On or before 14th August, 2015

30th September, 2015 On or before 14th November, 2015

31st December, 2015 On or before 14th February, 2016

Audited results for the year ended 31st March, 2016 On or before 30th May, 2016

Book closure date 22nd September, 2015 to 28th September, 2015 (both days inclusive)

Registered Office Plot No.700, Door No.8-2-293/82/A/700, Road No.36, Jubilee Hills,


Listing of equity shares BSE Limited (BSE) and National Stock Exchange of India Limited (NSE)

Listing fees Listing fees has been paid to BSE and NSE for the year 2015-16

Stock code BSE: 533080; NSE: MOLDTKPAC

ISIN INE893J01011

CIN number L21022TG1997PLCO26542


58

Market price data

The monthly high and low quotations and volume of shares traded

BSE

Month High (`) Low (`) Volume of shares

2014 April 46.00 38.00 4,28,721

May 54.65 41.10 4,79,033

June 73.00 48.90 7,84,572

July 76.00 52.10 9,67,689

August 128.45 71.60 36,45,746

September 202.00 130.05 31,14,889

October 251.60 178.55 21,33,794

November 241.00 212.00 9,75,336

December 260.00 200.25 9,01,490

2015 January 253.90 220.70 6,32,328

February 249.90 213.90 5,15,974

March 249.00 200.10 2,83,977

NSE

Month High (`) Low (`) Volume of shares

2015 February 249.95 220.10 84,578

March 248.90 201.20 4,93,513

Note: The Company's shares commenced trading on the NSE from 23rd February, 2015.

Investors’ correspondence/Registrar & Share Transfer Agents

M/s. XL Softech Systems Limited

3, Sagar Society, Road No 2,

Hyderabad - 500 034

Phone : +91 40 2354 5913/14/15

Fax : +91 40 2355 3214

Email : [email protected]

Shareholding pattern as on 31st March, 2015

Category No of shares held Percentage of shareholding

Promoters 48,39,068 34.96

Banks, financial institutions, insurance companies, FIIs 28,65,218 20.70

Private bodies corporate 13,20,826 9.55

Indian public 46,27,286 33.43

NRI/OCBs 23,931 0.17

Clearing members 1,64,197 1.19

TOTAL 1,38,40,526 100.00

59

Distribution of shareholding as on 31st March, 2015

Slab of shareholding of No. of % to `% to Total

nominal value of ` shareholders Total holding

Upto - 5,000 9,138 87.24 1,10,29,840 7.97

5,001 - 10,000 612 5.84 47,28,800 3.42

10,001 - 20,000 320 3.05 48,54,950 3.51

20,001 - 30,000 105 1.00 26,04,830 1.88

30,001 - 40,000 76 0.73 26,72,460 1.93

40,001 - 50,000 30 0.29 14,49,650 1.05

50,001 - 1,00,000 84 0.80 64,04,740 4.63

1,00,001 and above 110 1.05 10,46,59,990 75.61

TOTAL 10,475 100.00 13,84,05,260 100.00

Share transfer system

Share transfers are registered and returned within a period of 15 days from the date of receipt, if the document is in

order in all respects.

Dematerialization of shares

As on 31st March, 2015, NSDL & CSDL in demat form hold 1,35,09,817 equity shares of `10 each aggregating to 97.61%

of the paid up capital & the balance 3,30,709 equity shares aggregating to 3.39% are in physical form.

ADR/GDR holding is Nil.

Equity shares in the suspense account

In terms of Clause 5A(I) and Clause 5A(II) of the Listing Agreement, the Company reports the following details in

respect of equity shares lying in the suspense account which were issued in demat form and physical form, respectively:

Demat Physical

Particulars Number of Number of Number of Number of

shareholders equity shares shareholders equity shares

Aggregate number of shareholders and

the outstanding shares in thesuspense

account lying as on 1st April, 2014 392 1,18,402 –– ––

Number of shareholders who approached

the Company for transfer ofshares and

shares transferred from suspense account

during the year 8 1,224 –– ––

Number of shareholders and aggregate

number of shares transferredto the

unclaimed suspense account during the year –– –– –– ––

Aggregate number of shareholders and the

outstanding shares in thesuspense account

lying as on 31st March, 2015 384 1,17,178 –– ––


60

DECLARATION UNDER CODE OF CONDUCT

As provided under Clause 49 of the Listing Agreement with the stock exchange, the Board Members and the senior management

personnel have confirmed compliance with the Code of Conduct for the year ended 31st March, 2015

J. Lakshmana Rao

Hyderabad Chairman & Managing Director

31st August, 2015 DIN: 00649702

CEO/CFO certification

The Managing Director and Chief Financial Officer of your Company have issued necessary certificate pursuant to the

provisions of Clause 49 of the Listing Agreement and the same is attached and forms part of the Annual Report.

61

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

The Board of DirectorsMold-Tek Packaging Limited

We certify that:

1. We have reviewed the financial statements, read with the cash flow statement of Mold-Tek Packaging Limited for theyear ended 31st March, 2015 and to the best of our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any material fact or contain statementsthat might be misleading.

ii. These statements and other financial information included in this report present a true and fair view of Company’saffair and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the yearwhich are fraudulent, illegal or violative of the Company’s Code of Conduct;

3. We are responsible for establishing and maintaining internal controls for financial reporting and we have evaluatedthe effectiveness of internal control systems of the Company pertaining to financial reporting;

4. We have disclosed to the Company’s Auditors and the Audit Committee of the Company’s Board of Directors allsignificant deficiencies in the design or operation of internal controls, if any, of which we are aware and the stepstaken or proposed to be taken to rectify the deficiencies.

5. We have indicated to the Auditors and the Audit Committee:

a. significant changes in the Company’s internal control over financial reporting during the year.

b. significant changes in accounting policies during the year, if any, and that the same have been disclosed in thenotes to the financial statements.

c. instances of significant fraud of which we have become aware and involvement therein if any of management orother employees having a significant role in the Company’s internal control system over financial reporting.

Hyderabad A. Seshu Kumari J. Lakshmana Rao

31st August, 2015 Chief Financial Officer Chairman & Managing Director

CERTIFICATE ON CORPORATE GOVERNANCEThe MembersMold-Tek Packaging Limited

I have examined the compliance of conditions of Corporate Governance by Mold-Tek Packaging Limited for the year ended

31st March, 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the management. My examination was

Limited to procedures and implementation thereof, adopted by the Company for ensuring the Compliance of the conditions

of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the

Company. In my opinion and to the best of my information and according to the explanations given to me, I certify that the

Company has generally complied with the conditions of Corporate Governance as stipulated in the above-referred Listing

Agreement. I am informed that no investor grievances are pending for a period exceeding one month against the Company

as per the records maintained by the Company.

I further state that 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.

Ashish Kumar GaggarCompany Secretary in Practice

Hyderabad FCS: 668731st August, 2015 CP No.: 7321


62

The Members


Report on Financial Statements

We have audited the accompanying financial statements

of Mold-Tek Packaging Limited, which comprise the Balance

Sheet as at 31st March, 2015, the Statement of Profit and

Loss, the Cash Flow Statement for the year then ended,

and a summary of the significant accounting policies and

other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the

matters stated in Section 134(5) of the Companies Act, 2013

with respect to the preparation of these financial

statements that give a true and fair view of the financial

position, financial performance and cash flows of the

Company in accordance with the accounting principles

generally accepted in India, including the Accounting

Standards specified under Section 133 of the Act, read with

Rule 7 of the Companies (Accounts) Rules, 2014. This

responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of

the Act for safeguarding of the assets of the Company and

for preventing and detecting frauds and other irregularities;

selection and application of appropriate accounting policies;

making judgments and estimates that are reasonable and

prudent; and design, implementation and maintenance of

adequate internal financial controls, that were operating

effectively for ensuring the accuracy and completeness of

the accounting records, relevant to the preparation and

presentation of the financial statements that give a true

and fair view and are free from material misstatement,

whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial

statements based on our audit.

We have taken into account the provisions of the Act, the

accounting and auditing standards and matters which are

required to be included in the audit report under the

provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards

on Auditing specified under Section 143(10) of the Act. Those

Independent Auditors’ Report

Standards require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit

evidence about the amounts and the disclosures in the

financial statements. 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. In making those risk

assessments, the auditor considers internal financial control

relevant to the Company's preparation of the financial

statements that give a true and fair view in order to design

audit procedures that are appropriate in the circumstances,

but not for the purpose of expressing an opinion on whether

the Company has in place an adequate internal financial

control system over financial reporting and the operating

effectiveness of such controls. An audit also includes

evaluating the appropriateness of the accounting policies

used and the reasonableness of the accounting estimates

made by the Company's Directors, as well as evaluating

the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our audit

opinion on the financial statements.

Opinion

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

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 31st March, 2015, and its profit and its cash flows for

the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order,

2015 ('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 statement on the

matters specified in the paragraph 3 and 4 of the Order,

to the extent applicable.

63

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

that:

a. We have sought and obtained all the information

and explanations which to the best of our

knowledge and belief were necessary for the

purposes of our audit;

b. In our opinion, proper books of account as

required by law have been kept by the Company

so far as it appears from our examination of those

books;

c. The Balance Sheet, the Statement of Profit and

Loss, and the Cash Flow Statement dealt with by

this Report are in agreement with the books of

account;

d. In our opinion, the aforesaid financial statements

comply with the Accounting Standards specified

under Section 133 of the Act, read with Rule 7 of

the Companies (Accounts) Rules, 2014;

e. On the basis of the written representations

received from the Directors as on 31st March, 2015

taken on record by the Board of Directors, none

of the Directors is disqualified as on 31st March,

2015 from being appointed as a director in terms

of Section 164(2) of the Act;

f. 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:

1. The Company has disclosed the impact of

pending litigations on its financial position

in its financial statements;

2. The Company did not have any long-term

contracts including derivative contracts for

which there were any material foreseeable

losses;

3. There were no amounts which were required

to be transferred to the Investor Education

and Protection Fund by the Company.

For Praturi & SriramChartered AccountantsFirm Reg. No. 002739S

Sri Raghuram PraturiHyderabad Partner19th May, 2015 Membership No. 221770


64

The Annexure referred to in our Independent Auditors'

Report to the Members of the Company on the financial

statements for the year ended 31st March, 2015, we report

that:

i. In respect of its fixed assets

a. The Company maintains a soft copy record of its

depreciable assets, reflecting a year wise

classification of assets of such category.

b. No physical verification of fixed assets has been

carried out by the management during the year

ended 31st March, 2015.

c. During the year, we are informed, that the

Company has not disposed off a substantial part

of the fixed assets of the Company.

ii. In respect of its inventory

a. As per the explanations given to us, physical

verification of raw materials, stocks in process,

finished goods and other items of consumables

inventory has been conducted by the management

during the period at regular intervals. In our

opinion, the frequency of such physical

verification is reasonable.

b. The procedures for physical verification of

inventory followed by the management, in our

opinion, have scope for further improvement.

Most of the procedures followed, are prima facie

reasonable in relation to the size of the Company

and the nature of the business at present.

c. The Company maintains excise related records

for its raw materials and finished goods, which

are reasonably properly maintained. For its semi

finished (in-process) stocks, the records can be

improved/bettered with respect to receipts,

issues, balances being maintained in a

chronological sequence, recording of movement

& custody of such stocks as well as consumables

inventory. We recommended the maintenance of

a priced stores ledger, and a formal procedure

for reconciliation of factory & accounts related

inventory records.

d. We are informed by the management that no

material differences or discrepancies were

noticed on physical verification of stocks with

accounts related inventory records.

iii. a. The Company has not granted/taken any loans,

secured or unsecured to/from the companies,

Annexure to the Independent Auditors' Report

firms of other parties covered in the register

maintained under Section 189 of the Companies

Act, 2013, except in respect of current account

transactions with its group company, M/s. Mold-

Tek Technologies Limited which have been settled

in accordance with agreed terms and conditions

and there are no overdue amounts.

b. In respect of the debit balances and advances in

the nature of loans, including amounts due on

current accounts, no stipulations have been made

as to repayments, and management expresses

confidence in recovering the amounts due.

iv. a. In our opinion, and according to the information

and explanations given to us, there exist adequate

internal control procedures commensurate with

the size of the Company, and the nature of its

business for the purchase of inventory & fixed

assets and for the sale of goods and services.

b. Certain areas/procedures and control weaknesses

identified during the course of internal/statutory

audit and other reviews need to be considered

immediately for improvement and up-gradation

to better levels.

c. While we have not observed any continuing failure

of intent to correct identified weaknesses in

internal controls during the course of our audit,

observations made need to be comprehensively

addressed and rectified.

v. In our opinion and explanations given to us, the

Company has not invited or accepted any deposits from

the public attracting the provisions of Section 73 to

76 of the Companies Act, 2013 and the rules framed

there under. No order has been passed by the Company

Law Board regarding compliance of above said

provisions.

vi. The Central Government has prescribed maintenance

of cost records under Section 148(1) of the Companies

Act, 2013 for the products of the Company as per Cost

Accounting Records Rules, 2014. A suitable

compliance/report in this regard is pending.

vii. a. According to the records of the Company

furnished to us, the Company is regular in

depositing undisputed statutory dues including,

provident fund, employees state insurance,

income tax, sales tax, customs duty, excise duty,

cess and other material statutory dues with delays

of nominal nature.

65

b. According to the information and explanations given to us, no undisputed amounts payable in respect of provident

fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material

statutory dues were in arrears as at 31st March, 2015 for a period of more than six months from the date they

became payable.

c. According to the information and explanations given to us, there are no material dues of wealth tax, duty of

customs and cess which have not been deposited with the appropriate authorities on account of any dispute.

However, according to information and explanations given to us, the following dues of income tax, sales tax,

service tax and value added tax have not been deposited by the Company on account of disputes (Issues under

regular assessment are not reported):

Name of the Nature of dues ` Period to which Forum where dispute

statute the amount is pendingrelates (AY)

Income Tax Payment of 43,81,426 2008-09 The Commissioner of Income Tax

advance tax (Appeals) - V

Income Tax Payment of advance 1,08,78,115 2009-10 Assistant Commissioner of

tax & MAT credit Income Tax - Circle 16(2)

utilization

Income Tax Long-term 2,23,550 2010-11 Assistant Commissioner of

capital gain Income Tax - Circle 16(2)

Income Tax Dividend 24,10,900 2012-13 The Commissioner of

Distribution Tax Income Tax (Appeals) - IV

Sales Tax - Sales tax incentive Nil 1996-97 Sales Tax Appellate Tribunal,

Andhra Pradesh Scheme (Turnover) Andhra Pradesh, Hyderabad

Sales Tax - Input VAT credit 16,30,409 2005-06 The High Court of Andhra Pradesh

Andhra Pradesh

Sales Tax - Input VAT credit 7,56,184 2006-07 Sales Tax Appellate Tribunal,

Andhra Pradesh Andhra Pradesh, Hyderabad

Sales Tax - Excess input tax 5,58,366 2005-06 Sales Tax Appellate Tribunal,

Andhra Pradesh credit claimed Andhra Pradesh, Hyderabad

Sales Tax - Excess input tax 11,29,228 2006-07 Sales Tax Appellate Tribunal,

Andhra Pradesh credit claimed Andhra Pradesh, Hyderabad

Sales Tax - Sale of plant & 1,53,185 2007-08 The Appellate Dy. Commissioner (CT),

Andhra Pradesh machinery Panjagutta Division, Hyderabad

viii. The Company does not have any accumulated losses

at the end of the financial year and has not incurred

cash losses in the financial year and in the immediately

preceding financial year.

ix. In our opinion and according to the information and

explanations given to us, there are no defaults on dues

payable to institutions/bank/others on the date of the

Balance Sheet.

x. In our opinion and according to the information and

the explanations given to us, the Company has not

given any guarantee for loans taken by others from

banks or financial institutions.

xi. In our opinion, the term loans availed have generally

been applied for the purpose for which they were

raised.

xii. According to the information and explanations given

to us, no material fraud on or by the Company has

been noticed or reported during the course of our

audit.

For Praturi & Sriram


Firm Reg. No. 002739S

Sri Raghuram Praturi

Hyderabad Partner

19th May, 2015 Membership No. 221770


66

` Lakhs

Particulars NotesAs at As at

31st March, 2015 31st March, 2014

EQUITY AND LIABILITIES

SHAREHOLDERS' FUNDS

Share capital 3 13,84 11,28

Reserves & surplus 4 101,82 41,22

SHARE APPLICATION MONEY PENDING ALLOTMENT 5 1 ––

NON-CURRENT LIABILITIES

Long-term borrowings 6 10,97 19,49

Other long-term liabilities 7 30 22

Long-term provisions 8 1,30 1,17

Deferred tax liabilities (Net) 9 4,42 4,37

CURRENT LIABILITIES

Short-term borrowings 10 3,54 46,02

Trade payables 11 10,01 17,41

Other current liabilities 12 10,88 15,86

Short-term provisions 13 12,22 8,56

TOTAL 169,31 165,60

ASSETS

NON-CURRENT ASSETS

Fixed assets

Tangible assets 14 71,37 71,84

Capital work-in-progress 14 2,78 2,49

Leasehold building 14 17 20

Non-current investments 15 3,16 3,16

Long-term loans & advances 16 3,62 2,46

Other non-current assets 17 52 41

CURRENT ASSETS

Inventories 18 27,65 28,29

Trade receivables 19 44,21 42,20

Cash and cash equivalents 20 98 61

Short-term loans & advances 21 13,63 7,36

Other current assets 22 1,22 6,58

TOTAL 169,31 165,60

Per our report of even date for and on behalf of the Board of Directors

for PRATURI & SRIRAMChartered AccountantsFirm Reg No. 002739S J. Lakshmana Rao A. Subramanyam

Chaiman & Managing Director Deputy Managing DirectorDIN: 00649702 DIN: 00654046

Sri Raghuram PraturiPartnerMembership No. 221770 A. Seshu Kumari Priyanka RajoraHyderabad Chief Financial Officer Company Secretary19th May, 2015 M. No.: A38168

BALANCE SHEET AS AT 31ST MARCH, 2015

67

` Lakhs

Particulars Notes 2014-15 2013-14

INCOME

Sales

Domestic sales 313,36 282,46

Less: Excise duty 33,63 30,21

Export sales 5,30 285,03 1,47 253,72

Other income 23 80 51

Changes in inventories 24 (4,67) 3,85

TOTAL 281,16 258,08

EXPENDITURE

Material consumed 25 180,70 172,12

Employees remuneration & benefits 26 21,26 19,67

Selling & distribution expenses 27 19,85 17,38

Interest & financial charges 28 7,25 8,40

Other expenses 29 18,58 18,87

Preliminary & deferred expenses written off 30 –– 1


TOTAL 255,87 243,40

Profit before prior period adjustments & tax 25,29 14,68

Prior period adjustments 31 (5) 19

Extraordinary item –– 60

Profit before tax 25,34 13,89

Provision for current tax 8,42 4,36

Provision for deferred tax 5 46

Profit transferred to Balance Sheet 16,87 9,07

Earning per share (Annualized) - BEPS (`) 14.40 8.05

- DEPS (`) 14.39 8.00

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2015






68

` Lakhs

Particulars 2014-15 2013-14

A. CASH FLOW FROM OPERATIONS

Net profit as per Statement of Profit and Loss 25,29 14,68

Adjustment for


Preliminary expenses & deferred expenses –– 1

Interest paid 7,25 15,64 8,40 15,59

Operating profit before working capital changes 40,93 30,27

Adjustment for

Trade and other receivables (2,01) (7,17)

Inventories 64 (4,68)

Trade payables (7,41) 6,13

Other liabilities & short-term provisions 2,37 8,15

Loans & advances & other assets (91) (6,61)

Non-current assets (1,26) (8,58) (40) (4,58)

Cash generated from operations 32,35 25,69

B. CASH FLOW FROM INVESTMENT ACTIVITIES

Purchase of fixed assets (9,14) (11,14)

Sale/destroyed of fixed assets 37 2,20

Capital work-in-progress and pending capitalization (29) (9,06) 11 (8,83)

23,29 16,86

C. CASH FLOW FROM FINANCING ACTIVITIES

Earlier years defered tax/dividend provision adjusted against reserves (1) 65

Share application money pending alloment 1 ––

Share capital 2,56 3

Securities premium & capital reserve 51,52 12

Employee stock expenses outstanding (25) (6)

Provision for taxation (8,48) (4,82)

Provision for proposed dividend (5,54) (3,38)

Additions/repayment of loans (54,42) 30

Provision for corporate dividend tax (1,11) (58)

Interest paid (7,25) (8,40)

Prior period & extraordinary items 5 (22,92) (54) (16,68)

Net increase/(decrease) in cash & cash equivalents 37 18

Opening balance of cash & cash equivalents 61 43

Closing balance of cash & cash equivalents 98 61

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015





69

A. Method of accounting

a. These financial statements have been prepared

in accordance with the Generally Accepted

Accounting Principles in India to comply with the

Accounting Standards specified under Section 133

of the Companies Act, 2013, read with Rule 7 of

the Companies (Accounts) Rules, 2014 and the

relevant provisions of the Companies Act, 2013.

The financial statements have been prepared

under the historical cost convention on accrual

basis.

b. The Company generally recognizes income and

expenditure on an accrual basis except those with

significant uncertainties.

c. The preparation of financial statements requires

the management of the Company to make

estimates and assumptions that affect the

reported balances of assets and liabilities and

disclosures relating to the contingent liabilities

as at the date of the financial statements and

reported amounts of income and expense during

the year. Management believes that the estimates

used in the preparation of the financial

statements are prudent and reasonable. Examples

of such estimates include provisions for doubtful

receivables, employee benefits, provision for

income taxes, the useful lives of depreciable fixed

assets and provisions for impairment. Future

results could differ due to changes in these

estimates and the difference between the actual

result and the estimates are recognized in the

period in which the results are known/

materialize.

B. Fixed assets

a. Fixed assets are stated at original cost including

taxes, freight and other incidental expenses

related to acquisition/installation and after

adjustment of CENVAT benefits in accordance with

Accounting Standards 10 and 26 issued by ICAI.

Interest/financing costs on borrowed funds

attributable to assets are treated in accordance

with Accounting Standard 16 issued by the

Institute of Chartered Accountants of India (ICAI).

b. Expenditure not specifically identified to any

asset and incurred in respect of fixed assets not

commissioned is carried forward as expenditure

pending allocation and forms part of capital work-

in-progress.

C. Depreciation

Straight-line method of depreciation is adopted on the

basis of and at rates prescribed by Schedule II to the

Companies Act, 2013 except for leasehold buildings,

wherein depreciation is provided on the basis of

estimated useful life.

In respect of fixed assets (other than capital work-in-

progress) acquired during the year, depreciation/

amortization is charged on a straight line basis so as

to write off the cost of the assets over the useful lives

and for the assets acquired prior to April 1, 2014, the

carrying amount as on April 1, 2014 is depreciated over

the remaining useful life.

D. Impairment of assets

The Company periodically tests its assets for

impairment and if the carrying values are found in

excess of value in use, the same is charged to the

statement of profit and loss as per AS 28. The impaired

loss charged to the statement of profit and loss will

be reversed in the year on the event and to that extent

of enhancement in estimate of value in use.

E. Investments

Investments are either classified as current or long-

term based on the management's intention at the time

of purchase. Long-term investments are carried in the

books of accounts at cost of acquisition. Current

investments are carried in the books of accounts at

the lower of cost or fair value. Decline in market value

of long term and current investments, if any are

considered in accordance with Accounting

Standard 13.

NOTES FORMING PART OF THE FINANCIAL STATEMENTS


70

F. Inventories

Inventories are valued as follows:

Raw material At lower of applicable weighted

average of landed cost net of

CENVAT benefits, or net realizable

value.

Finished goods At lower of applicable weighted

average cost (including conversion

costs) or net realizable value.

Work-in-process At applicable weighted average

cost including conversion costs to

the stage of manufacture or net

realizable value.

Returned goods At applicable raw material cost net

of estimated reprocessing cost or

net realizable value.

Moulds At cost.

Consumables,

packing & At cost.

bought outs

Cost includes material cost, labour, factory overheads

and depreciation and excludes interest on borrowings.

G. Interest and financial charges

a. Documentation, commitment and service charges

other than for term loans are spread over the

tenure of the finance facility.

b. Interest on hire purchase finance is charged to

the statement of profit and loss as per Accounting

Standard Accounting for Leases issued by ICAI.

H. Loans under deferred credit/hire purchase

The hypothecation rights of assets financed by hire

purchase vest with the financing companies and on

expiry of agreements will be cancelled in favor of the

Company. The cash price of assets thus financed is

capitalized and the principal amount along with future

interest is reflected in unsecured loans. The

corresponding amount of future interest is reflected

as deferred interest under loans & advances.

I. Revenue recognition

Turnover includes excise duties, and sales tax/VAT

collections reduced by sale returns and quantity

discounts. Excise duty is excluded as a separate line

item. Dividend income is recognized when right to

receive is established. Interest income is recognized

on time proportion basis taking into account the

amount outstanding and the rate applicable.

J. Employee benefits

a. Gratuity

Post-employment and other long-term benefits

are recognized as an expense in the statement of

profit and loss for the year in which the employee

has rendered services. The expense is recognized

at the present value of the amounts payable

determined based on actuarial valuation.

In accordance with the Payment of Gratuity Act,

1972, Mold-Tek provides for gratuity, a defined

benefit retirement plan ('the gratuity plan')

covering eligible employees of the Company. The

gratuity plan provides a lump-sum payment to

vested employees at retirement, death,

incapacitation or termination of employment, of

an amount based on the respective employee's

salary and the tenure of employment with the

group.

Liabilities with regard to the gratuity plan are

determined by actuarial valuation at each balance

sheet date using the projected unit credit method

as per the Accounting Standard 15. The Company

contributes the ascertained liabilities to the 'Mold-

Tek Packaging Limited Employees Gratuity Trust'

(the Trust). Trustees administer contributions

made to the Trust and contributions are deposited

in a scheme with Life Insurance Corporation as

permitted by the law.

b. Provident fund

Eligible employees of the Company receive

Notes forming part of the Financial Statements

71

provident fund benefits, a defined contribution

plan. Contributions of the Company as employer

are expensed as incurred/accrued.

c. Liability for leave encashment

Leave encashment in accordance with the policy

of the Company and are provided based on the

actuarial valuation as pronounced in Accounting

Standard 15 of ICAI.

d. Employee share based payments

Measurement and disclosure of the employee

share-based payment plans is done in accordance

with Securities Exchange Board of India (Employee

Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999 and the

guidance note on Accounting for 'Employee Share

Based Payments', issued by the ICAI. The excess

of market value of the stock on the date of grant

over the exercise price of the option is recognized

as deferred employee stock compensation and is

charged to the statement of profit and loss on

straight-line method over the vesting period of

the options or on exercising of the options. The

unamortized portion of cost is shown under stock

options outstanding. In case of lapsed options,

during the year of such lapsing, the compensation

expenses charged earlier are reversed along with

balance of deferred employee compensation

pertaining to such lapsed options.

K. Foreign currency transactions

Transactions denominated in foreign currencies are

recorded at the exchange rate prevailing on the date

of the transaction. Exchange gains or losses on

recognition of transaction within the accounting year

relating to fixed assets are capitalized while in respect

of others the impact is recognized in the statement of

profit and loss. Outstanding monetary transactions

denominated in foreign currencies at the yearend are

restated at year end rates.

L. Taxes on income

Provision for current tax is made in accordance with

the provisions of the Income Tax Act, 1961. Deferred

tax provisioning on account of timing difference

between taxable & accounting income, is made in

accordance with Accounting Standard 22 issued by the

ICAI.

M. Miscellaneous expenditure

Preliminary expenses are amortized over a period of 5

years.

N. Leases

Assets taken on lease where the Company acquires

substantially the entire risks and rewards incidental

to ownership are classified as finance leases. The

rental obligations, net of interest charges, are

reflected in loans and advances. Leases that do not

transfer substantially all of the risks and rewards of

ownership are classified as operating leases and

recorded as expenses as and when payments are made

over the lease term.

O. Earnings per share

The basic earnings per share ('BEPS') is calculated by

dividing the net profit or loss after taxes for the year

attributable to equity shareholders by the weighted

average number of equity shares outstanding during

the year. The diluted earnings per share ('DEPS') is

calculated after adjusting the weighted average

number of equity shares to give extent of the potential

equity shares on the fully convertible warrants

outstanding.

P. Contingent liabilities & assets

Provisions involving substantial degree of estimation

in measurement are recognized when there is a present

obligation as a result of past events and it is probable

that there will be an outflow of resources. Contingent

liabilities are not recognized but are disclosed in the

notes. Contingent assets are neither recognized nor

disclosed in the financial statements.

Notes forming part of the Financial Statements


72

` Lakhs

ParticularsAs at As at


a. Authorized

1,45,00,000 equity shares of `10 each 14,50 13,50

(31st March, 2014: 1,35,00,000 equity shares of `10 each)

14,50 13,50

b. Issued, subscribed and paid up

1,38,40,526 equity shares of `10 each 13,84 11,28

(31st March, 2014: 1,12,77,276 equity shares of `10 each)

13,84 11,28

3.1 79,95,776 equity shares out of the issued, subscribed and paid up share capital were allotted in the financial

year 2007-08 pursuant to the Scheme of Arrangement without payments being received in cash.

3.2 46,625 equity shares of `10 each issued at a premium of `52.95 per share on 6th July, 2011 by way of Employee

Stock Option Scheme.

3.3 12,40,000 equity shares of `10 each issued at a premium of `30 per share on 7th September, 2011 by way of

preferential offer.

3.4 9,125 equity shares of `10 each issued at a premium of `52.95 per share on 19th December, 2011 by way of

Employee Stock Option Scheme.

3.5 19,25,000 equity shares of `10 each issued at a premium of `35.80 per share on 4th February, 2012 by way of

preferential offer.

3.6 37,800 equity shares of `10 each issued at a premium of `52.95 per share on 10th July, 2012 by way of

Employee Stock Option Scheme

3.7 22,950 equity shares of `10 each issued at a premium of `52.95 per share on 29th June, 2013 by way of


3.8 25,100 equity shares of `10 each issued at a premium of `52.95 per share on 13th June, 2014 by way of


3.9 39,800 equity shares of `10 each issued at a premium of `52.95 per share on 25th July, 2014 by way of Employee

Stock Option Scheme.

3.10 24,98,350 equity shares of `10 each issued at a premium of `210.17 per share on 3rd February, 2015 by way of

Qualified Institutional Placement (QIP).

Notes to the Balance Sheet & Statement of Profit and Loss

2. The previous period's figures have been reworked, regrouped, rearranged and reclassified wherever necessary. However

the previous year financials are true and fair and are free from material misstatements. Accordingly, amounts and

other disclosures for the preceding year are included as an integral part of the current year financial statements and

are to be read in relation to the amounts and other disclosures relating to the current year.

3. SHARE CAPITAL

73


c. The reconciliation of the number of shares outstanding is set out below:

As at 31st March, 2015 As at 31st March, 2014

Particulars Number of`

Number of`

shares shares

Shares outstanding at the beginning of the year 1,12,77,276 11,27,72,760 1,12,54,326 11,25,43,260

Add:Shares issued on exercise ofEmployee Stock Option Scheme 64,900 6,49,000 22,950 2,29,500

Add:Shares issued for QIP 24,98,350 2,49,83,500 –– ––

Shares outstanding at the end of the year 1,38,40,526 13,84,05,260 1,12,77,276 11,27,72,760

d. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company


Name of shareholder Number of% Held

Number of% Held

shares shares

J. Lakshmana Rao 12,62,466 9.12 12,61,476 11.19

A. Subramanyam 10,14,562 7.33 10,14,562 9

J. Sudharani –– –– 6,60,019 5.85

SBI Funds Management Private Limited 10,28,750 7.43 –– ––

e. MTPL Employee Stock Option Scheme

In respect of 2,02,000 options granted to employees on 4th June, 2010 under theEmployees Stock Option

scheme, in accordance with the guidelines issued by Securities and Exchange Board of India (Employee Stock

Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, at `26 per option, the discount value

(`36.95) of option is accounted as deferred employee compensation, amortized on a straight line basis over the

vesting period.

During the year, 64,900 shares have been allotted to the employees against options exercised by them. 3,950

options pertaining to the employees left during the year have been lapsed as they have not exercised the option

as on the date of their resignation and for 5,000 options pertaining to the employees on rolls, the lapsing period

has been extended during the year till 31st March, 2015 and have been fully exercised. The employee compensation

expenses pertaining to the lapsed options charged earlier against profits of the Company have been reversed

along with the balance of deferred employee compensation pertaining to those options.

` Lakhs



Options outstanding at beginning of the year 73,850 1,05,950

Less: Exercised 64,900 22,950

Less: Lapsed 3,950 9,150

Options outstanding at end of the year 5,000 73,850


74


4. RESERVES & SURPLUS ` Lakhs



Capital reserve

Opening balance 49 49

Add: During the year –– 49 –– 49

Securities premium

Opening balance 23,26 23,14

Add: During the year 52,85 12

Less: QIP expenses 1,33 74,78 –– 23,26

General reserve


Add: Transfer from profit for the year 2,53 11,48 1,36 8,95

Share options outstanding account

Opening balance 27 33

Add: Current year transfer 1 6

Less: Written back in current year 26 2 12 27

Surplus


Less: Deferred tax of before demerger –– 2,44

Less: Depreciation as per Companies Act, 2013 88 ––

Add: Previous year dividend excess/(short) provision (1) 65

Add: Profit for the year 16,87 9,07

24,23 13,57

Less: Appropriations

Interim dividend 2,77 1,69

Proposed final dividend 2,77 1,69

Tax on dividend 1,11 58

General reserve 2,53 1,36

9,18 15,05 5,32 8,25

TOTAL 101,82 41,22

During the year, the Company has issued 24,98,350 equity shares of `10 each at a premium of `210.17 per share on

3rd February, 2015 by way of Qualified Institutional Placement resulting in increasing securities premium by `52,51

lakhs.

The Company has transferred 15% of net profits to general reserve as a matter of earlier practice.

During the year, assets amounting to `88 lakhs, whose remaining useful life is nil are recognized, and value of the

same has been adjusted in the opening balance of retained earnings as per Schedule II of the Companies Act, 2013.

The Board of Directors in their meetings held on 5th March, 2015 and 19th May, 2015 has recommended an interim

dividend of `2 and a final dividend of `2 per equity share.

5. SHARE APPLICATION MONEY PENDING ALLOTMENT

Share application money of `1,30,000 pertains to the options outstanding towards the end of the year. The same have

been received during March 2015.

75

6. LONG-TERM BORROWINGS ` Lakhs


ParticularsNon-current

CurrentNon-current

Currentmaturities maturities

Secured loans

- Term loan from banks 4,22 3,75 11,83 6,01

- Hire purchases loans 17 12 18 14

4,39 3,87 12,01 6,15

Unsecured loans

- Sales tax deferment 6,58 –– 7,48 1,14

TOTAL 10,97 387 19,49 7,29

The amounts shown under the above column 'Current maturities', `3,87 lakhs pertain to the repayment commitments

of the Company during the next 12 months.

6.1 Secured loans

Term loans from bank

As at the year end, the Company has a total secured term borrowings of `7,97 lakhs from Citibank. The same

have been classified under non-current (`4,22 lakhs) and current liabilities (`3,75 lakhs). During the year, the

Company has been paid an amount of `3,86 lakhs to ICICI Bank on pre-closure of loans.

The following assets of the Company are covered under the said securitization:

a. Citibank has first exclusive charge by way of equitable mortgage on the factory land & buildings situated at

Survey No.82/2A, Mhavashi Village, Khandala (Taluk), Satara District, Maharashtra, belonging to the Company.

b. Citibank has first exclusive charge on plant & machinery and other fixed assets of Satara plant.

c. Citibank has first pari passu charge by way of equitable mortgage on the factory land & building situated at

Survey No.160/A, 161/1, 161/5, Bhimpore Village, Nani Daman, Diu & Daman, belonging to the Company.

d. Citibank has first pari passu charge on plant & machinery and other movable fixed assets of Daman plant.

e. Second pari passu charge on present and future stocks and book debts of the Company.

Hire purchase loans

The Company has been availing hire purchase loans for vehicles from various financial institutions with a tenor of

36 to 60 installments. As at the year end, the Company has total hire purchase loans of `29 lakhs which have been

classified under non-current liabilities (`17 lakhs) and current liabilities (`12 lakhs).

6.2 Unsecured Loans

The Government of Andhra Pradesh has extended the Company, the incentive of sales tax deferral scheme pursuant

to which the sales tax payment attributable to the sales effected out of production is deferred (interest-free) for

a period of 14 years. The Company has availed this scheme for production facility of its 2nd expansion at Annaram

unit for `7,51 lakhs and production facility at Dommarapochampally unit for `4,22 lakhs.

The sales tax payment deferred in each year is repayable after the expiry of the deferment period. The Company

has completed its 14 years period for both these units. The Company has been repaying installments of the

deferred sales tax in accordance with the scheme. The total sales tax deferral amounts as on 31st March, 2015

stands at `6,58 lakhs (31st March, 2014: ̀ 8,62 Lakhs). The same have been classified under non-current liabilities,

and `2,04 lakhs was paid during the year.



76

7. OTHER LONG-TERM LIABILITIES ` Lakhs



Deposits transfer from Strongpet amalgamation 3 3

Deposits collected from job workers & employees 27 19

TOTAL 30 22

The above figures include security deposits collected from job workers & employees which will be repaid on successful

completion of contracted terms.

8. LONG-TERM PROVISIONS ` Lakhs



Gratuity (funded `35 Lakhs) 98 85

Leave encashment (unfunded) 32 32

TOTAL 1,30 1,17

The employees' gratuity fund scheme managed by a Trust (Life Insurance Corporation of India) is a defined plan. The

present value of obligation is determined based on actuarial valuation as per Accounting Standard 15.

Reconciliation of employee benefits


ParticularsGratuity

LeaveGratuity

Leaveencashment encashment

Balance at beginning of the year 1,02 39 93 25

Benefits paid (4) (7) (8) (2)

98 32 85 23

Current service cost 31 17 17 7

Prior period adjustment –– –– –– 9

Balance at the end of the year 1,29 49 1,02 39

Reconciliation of gratuity funded at Life Insurance Corporation of India ` Lakhs



Balance at beginning of the year 27 25

Amount credited towards fund 8 9

Amount paid as claim (3) (9)

Interest credited for the year 3 2

Balance at the end of the year 35 27


77

9. DEFERRED TAX LIABILITY (NET)

The cumulative deferred tax liability as on 31st March, 2015 stands at `4,42 lakhs. In addition to the existing opening

provision of `4,37 lakhs towards deferred tax liability, the Company during the year has provided `5 lakhs.

10. SHORT-TERM BORROWINGS ` Lakhs



Secured loans

- ICICI Bank cash credit (39) 15,58

- Yes Bank cash credit (18) 5,45

- HSBC Bank cash credit 4,15 ––

- Citibank cash credit (4) 24,99

TOTAL 3,54 46,02

The Company has been availing its working capital requirements from multiple banks like ICICI Bank, Citibank and Yes

Bank. During the current year, in addition to the aforesaid banks, it has also availed working capital requirement from

HSBC Bank.

Bank Nature of Limits as at 31st March Balances as at 31st March

borrowing 2015 2014 2015 2014

ICICI Bank CC* 15,00 15,00 (39) 15,58

ICICI Bank BG** 1,00 50 70 45

Yes Bank CC 10,00 6,00 (18) 5,45

HSBC Bank CC 10,00 –– 4,15 ––

Citibank CC 25,00 25,00 (4) 24,99

TOTAL 61,00 46,50 4,24 46,47

* CC: Cash credit

** BG: Bank guarantee

Working capital facilities from the banks are secured by hypothecation by way of first charge on the following assets

of the Company:

a. First pari passu charge to the above four banks by way of hypothecation of the borrower's entire current assets

which inter-alia include stocks of raw material, work in process, finished goods, consumable stores & spares

and such other movables including book debts, outstanding monies, receivables both present and future of such

form satisfactory to the bank.

b. First pari passu charge to the above four banks by way of hypothecation of the borrower's movable fixed assets

of the Company (Except those specifically charged for the term loans).

c. First pari passu charge to the above four banks by way of equitable mortgage on the following immovable fixed

assets of the Company:

1. First charge by way of equitable mortgage of land measuring 6.5125 acres & building in Survey No. 54, 55/

A, 70, 71 & 72 of Annaram Village, Near Air Force Academy, Jinnaram Mandal, Medak District, Telangana,

belonging to the Company.

2. First charge by way of equitable mortgage of land measuring 6,413 sq. yards and building in Survey No. 164

part, Dammarapochampally Village, Qutubullapur, R. R. District, Telangana, belonging to the Company.

3. First charge by way of equitable mortgage of land measuring 1,066.63 sq. yards & buildings in Plot No.

D-177 Phase III, IDA, Jeedimetla, Qutballapur Mandal, R.R. District, Telangana, belonging to the Company.



78

4. First charge by way of equitable mortgage of ground floor, cellar area of building bearing Municipal No.

8-2-293/82/A/700 & 700/1 on Plot No. 700 forming part of Survey No. 120 (New) of Shaikpet Village and

Survey No. 102/1 of Hakimpet Village admeasuring 3,653 sq. ft. of the office space presently occupied by

the vendee 50% or 930 sq. ft of reception area of 1,860 sq. ft. all in relevance to the ground floor 400 sq.

yards out of 1,955 sq. yards situated within the approved layout of the Jubilee Hills Co-operative House

Building Limited at Road No. 36, Jubilee Hills, belonging to the Company.

d. First pari passu charge to ICICI Bank & Citibank by way of equitable mortgage of all that the land admeasures

11,586 sq. mtrs & building in Survey No. 160A, 161/1, 161/5, 160B of Bhimpore Village & Panchayat Nani,

Daman, Diu & Daman, belonging to the Company.

e. Personal guarantees of J. Lakshmana Rao, A. Subramanyam and P. Venkateswara Rao, Directors of the Company.

11. TRADE PAYABLES ` Lakhs



Creditors for goods 7,34 14,31

Creditors for expenses 2,67 3,10

TOTAL 10,01 17,41

Creditor balances are subject to confirmation and reconciliation.

12. OTHER CURRENT LIABILITIES ` Lakhs



Current maturities of long-term debt (Refer Note No.6) 3,87 7,29

Duties & taxes (Including excise & service tax) 65 98

Advances received from customers 57 66

Interest accrued but not due 3 5

Unpaid dividend 59 60

Outstanding expenses payable 2,12 2,21

Provision for Daman unit building repair 1,57 2,54

TDS payable 17 14

Employee salaries, benefits & contributions payable 1,31 1,39

TOTAL 10,88 15,86

13. SHORT-TERM PROVISIONS ` Lakhs



Provision for gratuity (unfunded) 31 17

Provision for leave encashment (unfunded) 17 7

Provision for proposed dividend & tax thereon* 3,32 3,96

Provision for current year income tax 8,42 4,36

TOTAL 12,22 8,56

*Refer Note no. 4 under reserves & surplus


79


14.

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80

15. NON-CURRENT INVESTMENTS ` Lakhs



In equity shares (quoted) (at cost)

4,23,433 Equity shares of Mold-Tek Technologies Limited

(31st March, 2014: 4,23,433)

(Market value `8,19 lakhs) 3,16 3,16

TOTAL 3,16 3,16

16. LONG-TERM LOANS AND ADVANCES ` Lakhs



(Unsecured and considered good)

Deposits with government bodies 88 79

Capital advances 1,95 85

Other deposits 79 82

TOTAL 3,62 2,46

Deposits with government bodies include amounts parked as security deposit with electricity departments (`88 lakhs)

of state governments where the manufacturing facilities are situated. Other deposits include EMD and security deposits

of `49 lakhs with customers and rental deposits of `26 lakhs. Capital advances include payment of `1,78 lakhs for

acquisition machinery and `17 lakhs for acquiring licenses and implementing ERP.

17. OTHER NON-CURRENT ASSETS ` Lakhs



Employee gratuity trust (Funded) 35 27

Deferred interest 4 5

Margin money 13 9

TOTAL 52 41

18. INVENTORIES ` Lakhs



Raw materials 9,18 5,33

Finished goods 4,50 6,40

Work-in-process 6,74 9,83

Packing material & consumable stores 6,09 5,77

Residue damaged by fire –– 14

Sale in transit (value of goods at cost) 1,14 82

TOTAL 27,65 28,29


81

Inventory quantities & values as at the balance sheet date are as certified by the management.

19. TRADE RECEIVABLES ` Lakhs



(Unsecured)

Over six months

Considered good 40 42

Considered doubtful 20 33

Provision for doubtful debts (20) (33)

Others

Considered good 43,81 41,78

Considered doubtful –– ––

TOTAL 44,21 42,20

Sundry debtors are subject to confirmation and reconciliation. Sundry debtors include an amount of ̀ 60 lakhs outstanding

for more than 6 months against which a provision for `20 lakhs has been made. However, the management expresses

confidence in the recovery of the balance over dues.

20. CASH AND CASH EQUIVALENTS ` Lakhs



Cash in hand 5 4

Current & dividend accounts 93 57

TOTAL 98 61

21. SHORT-TERM LOANS AND ADVANCES ` Lakhs



(Unsecured and considered good)

Deposits with excise authorities 1,66 2,20

Advance tax & TDS receivable 9,20 3,47

Prepaid expenses 52 39

Staff advances 20 20

Advance to suppliers 2,05 1,10

TOTAL 13,63 7,36



82

22. OTHER CURRENT ASSETS ` Lakhs



Fire insurance claim receivable –– 6,25

Interest receivable on electricity deposits& sales tax incentive* 71 5

Others 51 28

TOTAL 1,22 6,58

During the year, the Company has received ̀ 6,25 lakhs against Daman unit fire accident insurance claim which occurred

during the previous financial year.

*Sales tax incentive aggregating to `65 lakhs of which `15 lakhs pertaining to financial year 2013-14 and the balance

amount is belonging to 2014-15, the said amounts are receivable from Government of Maharashtra on account of

'Package Scheme of Incentives 2007'.

Others include 96,480 shares of Mold-Tek Plastics Limited costing `28 lakhs (Market value as on 31st March, 2015:

`2,05 Lakhs), vested in the Company in accordance with the scheme of arrangement approved by the Hon'ble High

Court of Andhra Pradesh.

During the year, the Company had registered as 'Mold-Tek Packaging Investments Trust' on 9th June, 2014. All the

above shares and dividend amount of `23 lakhs pertaining to those shares were transferred to the Trust.

23. OTHER INCOME ` Lakhs


Sale of scrap & others 46 2

Product development charges –– 24

Rent received 2 2

Dividend received 3 9

Foreign exchange gain 9 5

Interest received 10 9

Profit on sale of fixed assets 10 ––

TOTAL 80 51

24. CHANGES IN INVENTORIES OF FINISHED GOODS & WORK-IN-PROCESS ` Lakhs


Closing stock


Work-in-process 6,75 12,38 9,83 17,05

Opening stock


Work-in-process 9,83 17,05 7,87 13,20

TOTAL (4,67) 3,85


83

25. MATERIAL CONSUMED ` Lakhs


Raw material

Opening stock 5,33 5,70

Add: Purchases 157,48 144,96

Less: Closing stock 9,18 153,63 5,33 145,33

Master batch 5,30 4,63

Handles 7,18 7,12

Printing material 8,27 9,01

Others 54 54

174,92 166,63

Consumables & spares 1,09 1,17

Packing materials 4,69 4,32

TOTAL 180,70 172,12

26. EMPLOYEE REMUNERATION & BENEFITS ` Lakhs


Salaries, wages, allowances & bonus 17,48 16,23

Contribution to provident fund & ESIC 65 54

Welfare expenses 1,04 1,10

Gratuity & leave encashment 48 24

Directors remuneration& perquisites 1,60 1,51

Employee compensation expenses (ESOS) 1 5

TOTAL 21,26 19,67

Managerial remuneration

Particulars of remuneration paid/payable to Directors ` Lakhs


Salary and allowances 1,98 1,77

Medical reimbursement 5 3

Electricity & water 3 4

Other perquisites 2 5

Commission –– 8

Leave encashment 17 7

Sitting fee 2 1

TOTAL 2,27 2,05

Less: Transfer to capitalization 50 54

Charged to Statement of Profit and Loss 1,77 1,51

Leave encashment pertains to previous years; the same has been recognized in the prior period adjustments.



84

27. SELLING & DISTRIBUTION EXPENSES ` Lakhs


Carriage outwards 10,25 8,30

Sales promotion & commission 30 19

Advertisement expenses 1 2

Sales tax 9,29 8,87

TOTAL 19,85 17,38

28. INTEREST & FINANCIAL CHARGES ` Lakhs


Interest on term loans 1,85 2,62

Interest on working capital 4,77 5,33

Interest on HP loans and other financial charges 63 45

TOTAL 7,25 8,40

29. OTHER EXPENSES ` Lakhs


Manufacturing expenses

Power & fuel 8,84 9,27

Job work charges 1,99 2,19

Repairs & maintenance - Machinery 1,32 1,29

Repairs & maintenance - Moulds 47 39

Administrative expenses

Rent 64 60

Rates & taxes 30 22

Insurance 43 31

Communication expenses 38 40

Electricity charges 19 19

Foreign travel 15 14

Travelling and conveyance - others 77 87

Printing & stationery 27 22

Repairs to buildings 11 8

Repairs to others 1,24 1,04

Professional charges 39 25

Payment to auditors 11 9

Bank charges 47 28

Loss on sale of fixed assets 1 28

Provision for bad debts and write-off 10 41

Loss on foreign exchange transactions 1 2

Corporate social responsibility 16 ––

General expenses 23 33

TOTAL 18,58 18,87


85

Payments to auditor ` Lakhs


Statutory audit including quarterly reviews & tax audit fee 7 7

Retainer fee for tax and other matters 4 2

TOTAL 11 9

30. PRELIMINARY & DEFERRED EXPENSES WRITTEN OFF ` Lakhs


Opening balance at beginning of the year –– 1

Add: Additions –– ––

Less: Written off during the year –– 1

TOTAL –– ––

31. PRIOR PERIOD ADJUSTMENTS - EXTRAORDINARY ITEM

Prior period adjustments includes `17 lakhs against leave encashment for Directors pertaining to earlier years and

income of ̀ 15 lakhs sales tax incentive receivable from Maharashtra Commercial Tax Department against VAT payments

of previous year.

32. EVENTS OCCURING AFTER THE BALANCE SHEET (2014-15)

All the numbers have been considered in the financial statements as per Para 3.2 of AS 4.

33. CONTINGENT LIABILITIES

a. Bank guarantees

The Company has provided bank guarantees to the tune of `70 lakhs comprising of bid securities and performance

guarantees given to its customers/prospective customers.

b. Export obligations

The Company has a cumulative export obligation to the tune of $18 lakhs (`9,34 lakhs) as on 31st March, 2015,

the particulars of which are as below:

i. Of the total obligation $9 lakhs (`4,07 lakhs) was against the licenses utilized against import of machinery by

erstwhile Mold-Tek Technologies Limited. The Company has fulfilled the export obligations against these

licenses by 31st March, 2011. The details have been submitted to customs department for redemption of

licenses. Including the licenses amounting to $5 lakhs redeemed by 31st March, 2014, further licenses

amounting to $1 lakh (`43 lakhs) have been redeemed during the year and redemption licenses for the

balance $3 lakhs (`1,20 Lakhs) is awaited.

ii. Further, licenses granted under EPCG Scheme for import of machinery for which guarantee bonds valuing

`96 lakhs were issued to customs department. The Company has an export obligation of $9 lakhs (`5,27

lakhs) against these licenses utilized for imports. The Company, till the end of the year under review, has

fulfilled an obligation amounting to $9 lakhs (`5,27 lakhs) including that of $4 lakhs (`2,10 lakhs) fulfilled

during this year.

c. No contingent liability is considered towards rebates availed on power bills in earlier years and short payments

arising as a consequence thereof.



86

34. Additional information pursuant to the provisions of paragraph Viii (a), Viii (b) & Viii (e) of Part II of Schedule III to

the Companies Act, 2013

a. CIF value of imports ` Lakhs


Raw materials & BOPP film 61 53

Capital goods & maintenance spares 1,79 1,13

TOTAL 2,40 1,66

b. Earnings in foreign currency (on accrual basis) ` Lakhs


FOB value of exports 5,29 1,47

c. Expenditure in foreign currency ` Lakhs


Travelling 15 14

35. EARNINGS PER SHARE


Profit available for equity share holders (`) 16,86,64,196 9,07,41,788

Weighted average number of equity shares outstanding for BEPS 1,17,14,734 1,12,71,743

Weighted average number of potential equity shares,warrants and ESOPs outstanding 5,000 73,850

Weighted average number of equity shares for DEPS 1,17,19,734 1,13,45,593

Earnings per share - Face value of `10

Basic (`) 14.40 8.05

Diluted (`) 14.39 8.00

36. Related party disclosures

1. Related parties and nature of relationship

Mold-Tek Technologies Limited Group company

Friends Packaging Private Limited Relative of Director

Capricorn Industries Relative of Director

J.S. Sundaram & Co. Relative of Director

2. Key management personnel

J. Lakshmana Rao Chairman & Managing Director

A. Subramanyam Deputy Managing Director

P. Venkateswara Rao Deputy Managing Director

3. Relatives of key management personnel

A. Seshu Kumari Finance Controller

J. Navya Mythri Assistant Finance Controller


87

Related party transactions ` Lakhs

Related party Relative of key Key managementmanagement personnel personnel

2014-15 2013-14 2014-15 2013-14 2014-15 2013-14

Purchases

Friends Packaging Industries 2,16 1,82

Capricorn Industries 1,40 1,31

Services received

J.S. Sundaram & Co. 18 7

Remuneration

J. Lakshmana Rao 39 34

A. Subramanyam 1,09 93

P. Venkateswara Rao 77 76

Dividend

J. Lakshmana Rao 63 25

A. Subramanyam 51 20


A. Seshu Kumari 19 8

J. Navya Mythri 3 –

Salaries


J. Navya Mythri 9 7

Rent paid


Rent received

Friends Packaging Industries 2 2

Personal guarantee given to bank

J. Lakshmana Rao 8,40 9,56

A. Subramanyam 7,24 7,13


J. Mytreyi –– 40

Other transactions

Mold-Tek Technologies Limited 22 4

Outstanding payableat the end of the year

Friends Packaging Industries 31 25

Capricorn Industries 2 –

J.S. Sundaram & Co. 1 3







88

89

$

$

MOLD-TEK PACKAGING LIMITEDCIN L21022TG1997PLC026542

Regd Office: 8-2-293/82/A/700, Ground Floor, Road No. 36,Jubilee Hills, Hyderabad - 500 033

Tel: + 91 40 4030 0300Fax: + 91 40 4030 0328

Website: www.moldtekgroup.com | Email: [email protected]

PROXY FORM[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Name and address of the Member(s)____________________________________________________________________

E-mail ID: ___________________________________ Folio No/DPID & Client ID:_________________________________

I/We, being the member (s) of________________________ shares of Mold-Tek Packaging Limited, hereby appoint

1. Name____________________________________________________________ E-mail ID: _______________________

Address:_______________________________________________________________________________________

Signature:______________________________________

Or failing him:

2. Name____________________________________________________________ E-mail ID: _______________________

Address:_______________________________________________________________________________________

Signature:______________________________________

Or failing him:

3. Name____________________________________________________________ E-mail ID: _______________________

Address:_______________________________________________________________________________________

Signature:______________________________________

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 18th Annual General Meeting

of the Company at Best Western Jubilee Ridge, Plot No.38 & 39, Kavuri Hills, Road.No.36, Jubilee Hills,

Hyderabad - 500 033 on Monday, 28th day of September, 2015 at 10.30 a.m. and at any adjournment thereof in respect

of such resolutions as indicated overleaf:


90

Resolution No. Resolutions

Ordinary Business

1. To receive, consider and adopt the Audited Balance Sheet as on 31st March, 2015, Statement of Profit

and Loss for the year ended 31st March, 2015 and the Report of the Directors and Auditors thereon.

2. To confirm the payment of interim dividend and to declare final dividend on equity shares for the

financial year ended 31st March, 2015.

3. To appoint a Director in place of J. Mytraeyi (DIN: 01770112), who retires by rotation and being

eligible, offers herself for re-appointment.

4. To ratify appointment of M/s. Praturi & Sriram & Co., Chartered Accountants (ICAI Firm Registration

No. 002739S).

Special Business

5. To approve revision of remuneration of J. Lakshmana Rao (DIN: 00649702), Chairman & Managing

Director of the Company.

6. To approve revision of remuneration of A. Subramanyam (DIN: 00654046), Deputy Managing Director of

the Company.

7. To approve revision of remuneration of P. Venkateswara Rao (DIN: 01254851), Deputy Managing Director

of the Company.

8. To approve and adopt draft form of the regulations contained in the Articles of Association in substitution

of the existing Articles of Association of the Company.

Signed this___________________________ day of_________________ 2015

Signature of shareholder _____________ Signature of Proxy holder(s) ______________________

NOTES

1. This form of proxy in order to be effective should be duly completed and deposited at the Regd office:

8-2-293/82/A/700, Ground Floor, Road No. 36, Jubilee Hills, Hyderabad - 500 033, not less than 48 hours before the

commencement of the Meeting.

2. Those members who have multiple folios with different joint holders may use copies of this proxy.

Affix a

15 paise

Revenue

Stamp

91

MOLD-TEK PACKAGING LIMITEDCIN L21022TG1997PLC026542

Regd Office: 8-2-293/82/A/700, Ground Floor, Road No. 36,Jubilee Hills, Hyderabad - 500 033

Tel: + 91 40 4030 0300Fax: + 91 40 4030 0328

Website: www.moldtekgroup.com | Email: [email protected]

ATTENDANCE SLIP(To be presented at the entrance)

18th ANNUAL GENERAL MEETING

Folio No/DPID & Client ID:

Name and address

of the shareholder(s) :

I/We here by record my/our presence at the 18th Annual General Meeting of the Company at Best Western Jubilee

Ridge, Plot No.38 & 39, Kavuri Hills, Road No.36, Jubilee Hills, Hyderabad - 500 033 at 10.30 a.m. on Monday, 28th day

of September, 2015.

Name of the Attended Member/Proxy Signature of the Attended Member/Proxy

Note: 1. Only Member/proxy can attend the meeting

2. Member/Proxy should bring his/her copy of annual report for reference at the Meeting

3. Those members who have multiple folios with different joint holders may use copies of this Attendance

Slip.

$

$

Chairman’s Message 1

Our Management 2

Latest Innovation 3

Proposed Plant in RAK 4

Corporate Information 5

Five Year Performance Review 6

Notice of AGM 7

Directors’ Report 22

Management Discussion & Analysis 46

Report on Corporate Governance 49

Independent Auditors’ Report 62

Balance Sheet 66

Statement of Profit and Loss 67

Cash Flow Statement 68

Notes forming part of the Financial Statements 69

Proxy Form 89

Attendance Slip 91

Design & production Capricorn, Hyderabad

Mold

-Tek P

ackagin

g A

nnual R

eport 2

015

Documents

Mold-Tek Packaging Annual Report 2015...Mold-Tek Packaging Annual Report 2015 6 2014-15 2013-14 2012-13 2011-12 2010-11 Gross income from operations 318,66 283,93 212,99 190,49 163,06