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Mold-Tek Packaging Ltd.

BSE: 533080 Sector: Industrials
NSE: MOLDTKPAC ISIN Code: INE893J01029
BSE LIVE 15:40 | 15 Dec 313.50 1.55
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309.00

HIGH

320.00

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NSE 15:31 | 15 Dec 316.80 1.75
(0.56%)
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315.30

HIGH

320.00

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314.50

OPEN 309.00
PREVIOUS CLOSE 311.95
VOLUME 3086
52-Week high 350.00
52-Week low 162.00
P/E 29.86
Mkt Cap.(Rs cr) 868
Buy Price 0.00
Buy Qty 0.00
Sell Price 313.50
Sell Qty 72.00
OPEN 309.00
CLOSE 311.95
VOLUME 3086
52-Week high 350.00
52-Week low 162.00
P/E 29.86
Mkt Cap.(Rs cr) 868
Buy Price 0.00
Buy Qty 0.00
Sell Price 313.50
Sell Qty 72.00

Mold-Tek Packaging Ltd. (MOLDTKPAC) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their report on the business and operationsof the Company for the year ended 31st March 2017.

FINANCIAL RESULTS

Standalone Rs. Lakhs
Year ended
Particulars 31st March 2017 31st March 2016
Sales 34536 30871
Other income 183 73
Total income 34719 30944
Profit before interest depreciation & tax 5274 4626
Interest 180 98
Depreciation 992 850
Profit before tax 4102 3678
Provision for current tax 1362 1174
Provision for deferred tax 41 94
Net profit after tax 2699 2410
Profit brought forward from previous years 2470 1505
Profit available for appropriation 5169 3915
Less: Appropriation
Transferred to general reserve 405 362
Proposed dividend 997 900
Corporate dividend tax 203 183
Balance carried forward 3564 2470

PERFORMANCE REVIEW

Your Company has shown a healthy performance at standalone level in terms of revenueEBIDTA & PAT. Your Company has achieved a total revenue of Rs.34536 lakhs fromRs.30871 lakhs in the previous year with a growth rate of 12%. The operating profit(EBIDTA) increased by 14% from Rs.4626 lakhs to Rs.5274 lakhs overall resulting intosharp increase in net profits by 12% amounting to Rs.2699 lakhs as against the profit ofRs.2410 lakhs for financial year 2015-16. The EPS on weighted average equity hasincreased from Rs.8.70 in the financial year 2015-16 to Rs.9.75 in the financial year2016-17 leading to an increase of 12%.

FUTURE OUTLOOK

While demonetization impacted sales in second half of the financial year introductionof GST on 1st July made a major impact on business segments these changes are necessaryfor the economy and the entire country is now under a uniform tax code. However changealso brought in uncertainty and disruption in supply chain resulting in a dampening effecton demand in June and July 2017.

However as your Company is now establishing its growth plans in new business segmentslike food & FMCG & new geographies like the Middle East the future outlook isbright though the first half of the current financial year may get partly impacted by GST.

RAK plant: RAK plant started commercial production from November 2016 and the processof plant and product approvals by various clients is happening in last few monthscurrently the plant is working around 25% capacity utilisation and is expected to crossbreakeven point of around 50-55% capacity utilization with by November 2017.

2 new plants for Asian Paints: Land has been acquired both at Mysore and Vizag forconstruction of two manufacturing plants for Asian Paints signing & contracting hasbeen completed and civil works will start from October 2017. As informed in first phaseyour Company shall set up these plants with a capacity of 3500 TPA to be increased to14000 TPA by 2024. Product designs are completed and molds are being manufactured to meetAsian Paints' target date of trails by July 2018 and commercial production by October2018.

FOOD & FMCG: During last financial year your Company has received a major orderfrom chocolates leader in India Mondelez India Foods Private Limited (Formerly CadburyIndia Limited) and executed a project to produce IML containers for their famous brand‘Lickables.' Mondelez was very happy at the expeditious way the project wasimplemented and assured preferred vendor status to Moldtek for its IML based productdevelopment.

Your Company is also setting up a Rs.25 crore expansion project at its Hyderabad plantsto enhance IML label production capacity by 300% and also molding capacity of thin wallfood & FMCG products from 1400 TPA to 3000 TPA in two phases i.e. November 2017 andJune 2018.

There are many enquiries from leading food & FMCG companies and your Company hopesto convert and execute these orders from November-December 2017 onwards.

The growth in food and FMCG segment has reached 6% from 5% last year showing a healthygrowth. This is expected to reach around 12-15% in the current financial year. Highervalue added IML food & FMCG products is expected to improve margins in the comingyears. Inspite of setback in demand due to GST your Company hopes to clock a double digitvolume growth in the current financial year and coming years.

CREDIT RATING

Your Company has received credit rating from two agencies D&B Rating and ICRA.

D&B Rating

The credit rating is 5A2 and condition is stated as Good.

D&B Indicative Risk Rating of 5A2 implies that the Company has a tangible net worthof Rs.645950000 and above as per the latest available financial statements. CompositeAppraisal 2 indicates that the overall status of the Company is good.

ICRA

The outlook on the long-term rating from ICRA has also been upgraded from stable topositive. The rating details are as follows:

Instrument Before Revised
Term loan [ICRA] BBB+(Positive) [ICRA] A- (Stable)
Long-term loans fund based [ICRA] BBB+(Positive) [ICRA] A-
Short-term non- fund based [ICRA] A2+ [ICRA]A2+
Long-term/short- term proposed [ICRA] BBB+ (Positive)/A2+ [ICRA]A-

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which the financial statementsrelate and the date of this Directors' Report.

SUBSIDIARY

During the year 2016-17 your Company's wholly owned subsidiary company by name Mold-TekPackaging FZE in UAE has started its operations. The consolidated financial statementsof the Company prepared in accordance with Accounting Standards 21 and 27 as specified inthe Companies (Accounts) Rules 2014 form part of the annual report. Pursuant to theprovisions of Section 129(3) of the Companies Act 2013 (the Act) a statement containingsalient features of financial statements of subsidiary in Form AOC 1 forms part of Board'sReport.

Separate audited financial statements in respect of the subsidiary company shall bekept open for inspection at the Registered Office of the Company during working hours fora period of 21 days before the date of the Annual General Meeting. Your Company will alsomake available these documents upon request by any Member of the Company interested inobtaining the same. The separate audited financial statements in respect of the subsidiarycompany is also available on the website of your Company at: http://www.moldtekgroup.com

DIVIDEND

Your Directors have recommended a final dividend of Rs.1.60 per equity share i.e. @32%of face value of Rs.5 each in addition to interim dividend of Rs.2.00 (40%) hithertodeclared making a total of Rs.3.60 (72%) per equity share (previous year: Rs.3.25 perequity share @65% of face value of Rs.5 each) for the financial year ended 31st March2017. The final dividend if approved will be paid to those Members whose names appear inRegister of Members as on 15th September 2017. In respect of shares held indematerialized form it will be paid to Members whose names are furnished by NationalSecurities Depository Limited and Central Depository Services (India) Limited asbeneficial owners as on that date. This will entail an outflow of Rs.1199 lakhs(Inclusive of dividend tax).

The dividend payout for the year under review has been formulated keeping in view yourCompany's need for capital for its growth plans and the intent to finance such plansthrough internal accruals to the optimum.

Equity shares that may be allotted on or before the Book Closure will rank pari passuwith the existing shares and will be entitled to receive the dividend.

TRANSFER TO RESERVE

The Directors propose to transfer a sum of Rs.4.04 crore to general reserve out of theprofits earned by the Company.

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on 31st March 2017 stands atRs.145000000 (Rupees Fourteen crore fifty lakhs only) divided into 29000000 (Twocrore ninety lakhs) equity shares of Rs.5 (Rupees Five only) each. During the year therehas been no change in the authorized share capital of the Company.

PAID UP SHARE CAPITAL

There has been no change in share capital during the financial year. The paid up sharecapital of the Company was Rs.138455260 divided into 27691052 shares of Rs.5 each ason 31st March 2017.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans guarantees and investments covered under Section 186 of the Act form part of thenotes to the financial statements provided in this Annual Report.

DEPOSITS

The Company has neither accepted nor renewed any deposits from public within themeaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules 2014during the year under review.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company's internal audit systems are geared towards ensuring adequate internalcontrols commensurate with the size and needs of the business with the objective ofefficient conduct of operations through adherence to the Company's policies identifyingareas of improvement evaluating the reliability of financial statements ensuringcompliances with applicable laws and regulations and safeguarding of assets fromunauthorized use.

Details of the internal controls system are given in the Management Discussion andAnalysis Report which forms part of the Board's Report.

DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL

All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 16 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. In the opinion of the Board they fulfill the conditions of independence asspecified in the Act and the Rules made there under and are independent of the management.

Based on the confirmations received none of the Directors are disqualified for beingappointed/re-appointed as directors in terms of Section 164 of the Companies Act 2013.

In accordance with the provisions of Section 152 of the Act A. Subramanyam Directorof the Company is liable to retire by rotation and is eligible for re-appointment.

There has been no change in Directors while there was one change in Key ManagerialPersonnel. Priyanka Rajora resigned with effect from 10th February 2017 and Apeksha Naiduwas appointed in her place as Company Secretary with effect from 11th February 2017.

EMPLOYEE STOCK OPTION SCHEME

The Company has in operation Mold-Tek Packaging Employees Stock Option Scheme-2009 forgranting stock options to the employees of the Company in accordance with the SecuritiesExchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines 1999.

The Company received approval of Members and stock exchanges for Employees Stock OptionScheme 2016 in September and December respectively. No options have been granted underthis scheme in the financial year.

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 are enclosed as Annexure-A to thisreport.

The Annexure-A is also available on website of the Company at www.moldtekgroup.com

GOVERNANCE GUIDELINES

The Company has adopted Governance Guidelines or code of conduct on Board IndependentDirector Key Managerial Personnel and senior managerial personnel. The GovernanceGuidelines or code of conduct cover aspects relating to Board diversity definition ofindependence and duties of independent directors Code of Conduct moral ethics andprinciples to be followed.

NOMINATION REMUNERATION AND PERFORMANCE EVALUATION POLICY

The requisite details as required by Section 134(3) Section 178(3) & (4) of theAct and Regulation 34(2) of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is provided in the Report on CorporateGovernance.

TRANSACTIONS WITH RELATED PARTIES

The requisite details as required by Sections 134 & 188 of the Act and Regulation23 34(3) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is provided in the Report on Corporate Governance andfinancial statements.

BOARD AND COMMITTEE MEETINGS

Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Section 173(1) of the Act and Regulation 17(2) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory costand secretarial auditors and the reviews performed by management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2016-17.

Accordingly pursuant to Section 134(3)(c) and 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 andthat such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable 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 theCompanies (Corporate Social Responsibility Policy) Rules 2014 the Company has constituteda CSR Committee. The Corporate Social Responsibility Committee comprises of 3 ExecutiveDirectors and one independent Director chaired by J. Lakshmana Rao. The composition ofthe Corporate Social Responsibility Committee meets the requirements of Section 135 of theAct. The Board of Directors based on the recommendations of the Committee formulated aCSR Policy. The requisite details on CSR activities pursuant to Section 135 of the Act andas per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules2014 are annexed as 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 aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company has alsoconstituted an Internal Complaints Committee known as the Prevention of Sexual Harassment(POSH) Committee to inquire into complaints of sexual harassment and recommendappropriate action. In the financial year 2016-17 the Company has not received anycomplaint which falls within the scope of this policy. The policy is available on websiteof the Company at: http:// moldtekpackaging.com/pdf/corporate-governance/MPL-Policy-of-SH.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The requisite details as required by Section 177 of the Act and Regulation 22 &34(3) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is provided in the Report on Corporate Governance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the regulators or courts ortribunals which would impact the going concern status of the Company and its futureoperations.

AUDITORS

a. Statutory Auditors

M/s. Praturi & Sriram Chartered Accountants (Firm Registration Number 002739S)were appointed as the Statutory Auditors by the Members of the Company at the 17th AnnualGeneral Meeting (AGM) to hold office from the conclusion of the 17th AGM until theconclusion of the 20th AGM of the Company (subject to ratification by the Members at everysubsequent AGM) in accordance with the provisions of the Act.

The term of M/s. Praturi & Sriram Chartered Accountants expires in the ensuing AGMand based on the recommendation of the Audit Committee the Board of Directors at theirmeeting held on 28th August 2017 recommended the appointment of M/s. M. Anandam &Co. Chartered Accountants (Firm Registration No. 000125S ) for five years (subject toratification of the appointment by the Members at every subsequent AGM) as the StatutoryAuditors of the Company and that the necessary resolution in this respect is beingincluded in the notice of the 20th AGM for approval of Members.

M/s. M. Anandam & Co. has furnished the written consent and a confirmation to theeffect that they are not disqualified to be appointed as the Statutory Auditors of theCompany in terms of the provisions of the Act and the rules framed thereunder.

The notes to the accounts referred to in Auditors' Report are self-explanatory and donot call for any further comments. The Audit Report does not contain any qualificationreservation or adverse remark.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. P. Vijaya Bhaskar & Associates a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company for the year ended 31st March2017. The Secretarial Audit Report is annexed as Annexure-C. The Auditors' Report and theSecretarial Audit Report for the financial year ended 31st March 2017 do not contain anyqualification 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 exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is annexed as Annexure-D.

PARTICULARS OF REMUNERATION

The information required under Section 197 (12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas Annexure-E.

The information required under Rule 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure forming partof the Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management andAdministration) Rules 2014 the extract of Annual Return in form MGT-9 is annexed asAnnexure-F.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report on Corporate Governanceas required under Regulation 34(2) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of the AnnualReport.

Your Company is committed to the tenets of good corporate governance and has takenadequate steps to ensure that the principles of corporate governance as required underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 are complied with.

A Company Secretary in Practice has certified that conditions of Corporate Governanceas stipulated underSecurities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 have been complied with by your Company and hiscertificate is annexed to the Report on Corporate Governance.

A declaration of Code of Conduct from J. Lakshmana Rao Chairman & ManagingDirector forms part of the Corporate Governance Report.

CEO/CFO CERTIFICATION

J. Lakshmana Rao Chairman & Managing Director and A. Seshu Kumari FinancialController & Chief Financial Officer of the Company have given a certificate to theBoard as contemplated in Regulation 17(8) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.

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 theyear and the management received full co-operation from the employees.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation and gratitude for all theassistance and support received from Citibank Yes Bank HSBC ICICI Bank and officials ofconcerned government departments for their co-operation and continued support extended tothe Company. They also thank the Members for the confidence they have reposed in theCompany and its management.

For and on behalf of the Board of Directors
J. LAKSHMANA RAO
Hyderabad Chairman & Managing Director
28th August 2017 DIN: 00649702

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 employeeshare-based payments' issued by ICAI form part of the notes to the financial statementsprovided in this Annual Report.

Scheme I - MTPL Employees Stock Option Scheme

Scheme II - MTPL Employees Stock Option Scheme-2016 (MTPL ESOS-2016)

Details of the Employees Stock Option Schemes (ESOS)

S.No. Description Year ended 31st March 2017 Year ended 31st March 2017
Scheme-I Scheme-II
1. Date of shareholders' approval 9th February 2010 19th September 2016
2. Total number of options approved under ESOS 500000 300000
3. Vesting requirements Commences at the expiry of one/two years to 4 years from the date of grant Commences at the expiry of one year to 5 years from the date of grant
4. Exercise price or pricing formula Exercise price for the purpose of the grant of options shall be the price as reduced by 60% of the closing market price of the equity shares of the company available on the BSE on the date immediately preceding the grant date subject to minimum of the face value of equity share. Exercise price for the purpose of the grant of options shall be price as reduced up to a maximum of 50% of the closing market price of the equity shares of the Company available on the stock exchange on which the shares of the Company are listed. If equity shares are listed on more than one stock exchange then the closing price on the stock exchange having higher trading volume shall be considered as the closing market price.
5. Maximum term of options granted 6 years 5 years
6. Source of shares (primary secondary or combination) Primary Primary
7. Variation of terms of options Nil Nil

Details of ESOS during the financial year

S. No. Description Year ended 31st March 2017
1. Number of options outstanding at the beginning of the year (out of total number of options approved under ESOS) 127200
2. Number of options granted during the year Nil
3. Number of options forfeited/lapsed during the year Nil
4. Number of options vested during the year Nil
5. Number of options exercised during the year Nil
6. Number of shares arising as a result of exercise of options Nil
7. Amount realized by exercise of options (Rs.) Nil
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) 127200
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 Not applicable
12. Weighted-average fair values Not applicable
13. Closing price Not applicable
14. Employee wise details of options granted to
a. Key managerial personnel Nil
b. Any other employee who received a grant of options in any one year of option amounting to 5% or more of option granted during the year Nil
c. Identified employees who were granted option during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants & conversions) of the Company at the time of grant Nil

Note: The Company had received in-principle approval from BSE on 14th December 2016and from NSE on 12th December 2016 for issue and allotment of shares under MTPLESOS-2016. No options were granted by the Company in financial year 2016-17 under thisScheme.

Annexure-D

[Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014]

a. Conservation of energy

Energy conservation is one of the words we are hearing more and more. Energyconservation is not about making limited resources last as long as they can that wouldmean that you are doing nothing more than prolong a crisis until we finally run out ofenergy resources all together. Conservation is the process of reducing demand on a limitedsupply and enabling that supply to begin to rebuild itself. Many times the best way ofdoing this is to replace the energy used with an alternate.

Without energy conservation the world will deplete its natural resources. While somepeople don't see that as an issue because it will take many decades to happen and theyforesee that by the time the natural resource is gone there will be an alternative; thedepletion also comes at the cost of creating an enormous destructive waste product thatthen impacts the rest of life. The goal with energy conservation techniques is reducedemand protect and replenish supplies develop and use alternative energy sources and toclean up the damage from the prior energy processes.

Steps taken for conservation of energy

a. Monitoring and analysis of energy consumption on periodic basis;

b. New moulding machines selected are always either servo controller or fully electricmachines;

c. Replacement of conventional tubes and bulbs with LED;

d. Monitoring benchmarking and selection of energy intensive equipment only;

e. Minimum use of energy by optimizing processes and material movement in factories;

f. ‘Machine On' alarms and automatic switch off machines;

g. Share and implement best energy saving practices across manufacturing units.

b. Technology absorption

Mold-Tek operates in an industry which requires continuous technology upgradation formanufacturing products and research activities to stay ahead of the market. Currently theCompany has a centralized integrated tool room to develop and repair molds. While theCompany's centralized tool room provides advantages such as early development of productsat cheaper cost Mold-Tek will continue to make investments in R&D including and notlimited to developing robots new molds and processes since the Company dependssignificantly on such processes for upgrading the technologies and processes from time totime. The top management devotes considerable time to develop new design and technologiesat the tool room. These R&D activities are critical since it may improve demand forthe Company's products and profitability if the same proves to besuccessful.

c. Foreign exchange earnings and outgo

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

Rs. Lakhs
2016-17 2015-16
Foreign exchange earnings 326 423
Foreign exchange outgo 669 250

Annexure-E

Disclosure under Section 197(12) and Rule 5(1) Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014

a. Ratio of remuneration of each Director to the median remuneration of the employeesof the Company for the financial year 2016-17:

Name of the Director Remuneration Median remuneration Ratio to median remuneration
(Rs.) (Rs.)
Executive Directors
J. Lakshmana Rao 8721672 209477 41.64:1
A. Subramanyam 12597429 209477 60.14:1
P. Venkateswara Rao 10595676 209477 50.58:1
Non-Executive Directors
J. Mytraeyi - 209477 NA
Dr. T. Venkateswara Rao - 209477 NA
P. Shyam Sunder Rao - 209477 NA
Dr. N. V. N. Varma - 209477 NA
Vasu Prakash Chitturi - 209477 NA

Note: J. Lakshmana Rao Chairman & Managing Director is drawing salary from twocompanies - M/s. Mold-Tek Packaging Limited and M/s. Mold-Tek Technologies Limitedaggregating to Rs. 13639767 pursuant to approval of the Members accorded at the 18thAnnual General Meeting of Mold-Tek Packaging Limited held on 28th September 2015 and 31stAnnual General Meeting of Mold-Tek Technologies Limited held on 28th September 2015.

b. Percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary in the financial year 2016-17

Name Designation Increase %
J. Lakshmana Rao Chairman & Managing Director 67.08
A. Subramanyam Deputy Managing Director 17.56
P. Venkateswara Rao Deputy Managing Director 15.24
J. Mytraeyi Non-Executive Promoter Director Nil
Dr. 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 7.60
Priyanka Rajora Company Secretary (Up to 10th February 2017) -
Apeksha Naidu Company Secretary (From 11th February 2017) NA

c. Percentage increase in the median remuneration of employees in the financial year2016-17: 19.09%

d. Number of permanent employees on the rolls of the Company as on 31st March 2017:467

e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The aggregate remuneration of employees excluding managerial personnel grew by 13.53%over the previous financial year. The aggregate remuneration for KMPs grew by 0.87% overthe previous financial year. This was based on the recommendation of the Nomination andRemuneration Committee to revise the remuneration as per industry benchmarks. There was noexceptional circumstance or increase for managerial personnel in the last financial year.

f. 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 lessthan Rs.102 lakhs per annum and receipt of remuneration in excess of that drawn by theManaging Director

Name Designation/ nature of employment Qualification Age (Years) Date of joining Remuneration received (Rs.) Overall experience (Years) Particulars of last employment
A. Subramanyam Deputy Managing Director B.E. 63 Refer Note* 12597429 36 Director Mold-Tek Technologies Limited
P. Venkateswara Rao Deputy Managing Director Bachelor of Arts and P.G. in Materials Management 60 Refer Note* 10595676 38 Director Mold-Tek Technologies Limited

Note: Percentage of equity shares held and relation with other directors of the aboveemployees has been disclosed in the Report on Corporate Governance.

* High Court of Judicature Andhra Pradesh at Hyderabad by its Order dated 25th July2008 has approved the Scheme of Arrangement between Teckmen Tools Private Limited theTransferor Company Mold-Tek Technologies Limited the Transferee Company and the DemergedCompany and Mold-Tek Packaging Limited (Former name: Mold-Tek Plastics Limited) theResulting Company. The employees of Mold-Tek Technologies Limited and Teckmen ToolsPrivate Limited continue to be in the employment of Mold-Tek Packaging Limited.

Details of the names of the top ten employees in terms of remuneration drawn

S. No. Name Designation Qualification Age (Years) Date of joining Remune- ration (Rs.) Overall experience (Years) Last employment
1. J. Lakshmana Rao Chairman & Managing Director Bachelor's degree in Civil Engineering & Post graduate diploma in management from the Indian Institute of Management Bangalore 58 Refer Note1 & 2 8721672 34 Founder of Mold-Tek Group Chairman & Managing Director of Mold-Tek Packaging Limited and Mold-Tek Technologies Limited
2. A. Subramanyam Deputy Managing Director Bachelor's degree in Mechanical Engineering 63 Refer Note2 12597429 36 Director Mold-Tek Technologies Limited
3. P. Venkateswara Rao Deputy Managing Director Bachelor of Arts & P.G. in Materials Management 60 Refer Note2 10595676 38 Director Mold-Tek Technologies Limited
4. M. Srinivas Chief General Manager Bachelor's degree in Mechanical Engineering 50 Refer Note2 5520000 28 Director Teckmen Tools Private Limited2
5. A. Seshu Kumari Chief Financial Officer & Finance Controller Bachelor's degree in Science 57 Refer Note2 2970000 26 Mold-Tek Technologies Limited2
6. Kavya Sarraju Manager - Marketing & Co-ordination Master of Business Administration - Marketing 29 1st January 2016 2300000 5 -
7. Srinivas Volaity General Manager - New Projects Bachelor's degree in Science & Post graduate diploma in Small Business Management 52 18th July 2011 2150000 28 Tata International Limited
8. M. Rajeshwara Rao General Manager (Unit 7) Bachelor's degree in Mechanical Engineering and P.G Diploma in Materials Management 47 25th May 1996 1803000 24 Mold-Tek Technologies Limited2
9. V. Poorna Chandra Assistant General Manager (Unit 1) DME & PDTD 37 1st June 1998 1539768 15 -
10. B. Ganapathy DGM Bachelor's degree & PGDF & TM 46 1st November 1997 1440000 20 -

1 J. Lakshmana Rao Chairman & Managing Director is drawing salary fromtwo companies - M/s. Mold-Tek Packaging Limited and M/s. Mold-Tek Technologies Limitedaggregating to Rs. 13639767 pursuant to approval of the Members accorded at the 18thAnnual General Meeting of Mold-Tek Packaging Limited held on 28th September 2015 and 31stAnnual General Meeting of Mold-Tek Technologies Limited held on 28th September 2015.

2 High Court of Judicature Andhra Pradesh at Hyderabad by its order dated25th July 2008 has approved the Scheme of Arrangement between Teckmen Tools PrivateLimited the Transferor Company Mold-Tek Technologies Limited the Transferee Company andthe Demerged Company and Mold-Tek Packaging Limited (Former name: Mold-Tek PlasticsLimited) the Resulting Company. The employees of Mold-Tek Technologies Limited andTeckmen Tools Private Limited continue to be in the employment of Mold-Tek PackagingLimited.

Form AOC-1

(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures

Part A: Subsidiary

Sl.No. Particulars Details
1. Name of the subsidiary Mold-Tek Packaging FZE
2. The date since when subsidiary was acquired 12th January 2016
3. Reporting period for the subsidiary concerned if different from the holding company's reporting period 31st March 2017
4. Reporting currency and exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries `17.66 per 1 AED
5. Share capital `96382822
6. Reserves & surplus `(18003831)
7. Total assets `210284646
8. Total liabilities `210284646
9. Investments -
10. Turnover `10999617
11. Profit/(loss) before taxation `(18003831)
12. Provision for taxation -
13. Profit/(loss) after taxation `(18003831)
14. Proposed dividend -
15. Extent of shareholding 100%

1. Names of subsidiaries which are yet to commence operations: Nil

2. Names of subsidiaries which have been liquidated or sold during the year: Nil