You are here » Home » Companies » Company Overview » Mold-Tek Technologies Ltd

Mold-Tek Technologies Ltd.

BSE: 526263 Sector: Engineering
NSE: MOLDTECH ISIN Code: INE835B01035
BSE LIVE 15:40 | 12 Dec 69.45 0.40
(0.58%)
OPEN

72.00

HIGH

72.00

LOW

66.00

NSE 15:21 | 12 Dec 67.55 -1.35
(-1.96%)
OPEN

68.25

HIGH

71.40

LOW

66.00

OPEN 72.00
PREVIOUS CLOSE 69.05
VOLUME 14672
52-Week high 80.00
52-Week low 42.75
P/E 33.23
Mkt Cap.(Rs cr) 191
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 72.00
CLOSE 69.05
VOLUME 14672
52-Week high 80.00
52-Week low 42.75
P/E 33.23
Mkt Cap.(Rs cr) 191
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mold-Tek Technologies Ltd. (MOLDTECH) - Director Report

Company director report

Dear Members

Your Director's have pleasure in presenting the 32nd Annual Report and the AuditedStatement of Accounts for the year ended 31st March 2016.

FINANCIAL RESULTS

The Company's operating performance during the year ended 31st March 2016 issummarized below.

' in Lakhs

Standalone

Consolidated

Particulars

Year ended 31st March

Year ended 31st March

2016 2015 2016 2015
Sales 4775.88 4077.96 5291.96 4699.04
Other Income 407.57 129.05 407.92 134.19
Total Income 5183.45 4207.01 5699.89 4833.23
Profit before Interest Depreciation & Tax 1053.75 1075.85 1081.69 1102.91
Interest 94.36 77.33 94.36 77.33
Depreciation & Preliminary 198.60 240.47 213.10 250.17
Expenses written off
Profit/(Loss) before Tax 760.79 758.05 774.23 775.41
Provision for tax 193.70 169.89 196.81 176.67
Profit/(Loss) after Tax 567.09 588.16 577.42 598.74
Profit/(Loss) brought forward from previous year 270.59 131.80 285.63 136.26
Fixed Asset Adjustment - (113.44) - (113.44)
Deferred tax reinstatement -
Profit available for appropriation 837.68 606.52 863.05 621.56
Appropriation
Extraordinary Items - (76.17) - (76.17)
Interim dividend (159.33) (94.18) (159.33) (94.18)
Transferred to General Reserve (56.71) (51.20) (56.71) (51.20)
Proposed dividend (53.11) (79.63) (53.11) (79.63)
Corporate dividend tax (43.25) (34.75) (43.25) (34.75)
Balance Carried forward 525.28 270.59 550.65 285.63

OPERATIONS

On Standalone basis for the year 2015-16 revenues at ' 4775.88 Lakhs were higher by17.11% over the previous year's revenues of ' 4077.96 Lakhs. Profit aftertax has slightly decreased to ' 567.09 Lakhs from ' 588.16 Lakhs @ 3.58%. On Consolidatedbasis for the year 2015-16 revenues at ' 5291.96 Lakhs were higher by 12.62% over theprevious year's revenues of ' 4699.04 Lakhs. Profit after tax slightlydecreased to ' 577.42 Lakhs from ' 598.74 Lakhs @ 3.56%. The 4th Quarterperformance dropped due to closure of an ODC setup for a German client as they wereacquired by a US Company.

However the company is expanding its operations with inauguration of our new branch atVijaywada Andhra Pradesh on 9th August 2016 to further enhance its capacity inStructural Engineering Services. Initially it will start with 30 engineers' capacity andexpected to grow in coming quarters.

The company has also got listed on National Stock Exchange of India Limited (NSE) videletter dated 4th July 2016 and trading effective from 7th July 2016. The listing at NSEwould provide another platform for investors to reach company.

FUTURE OUTLOOK

Company is now finding increased demand for its Structural and Mechanical EngineeringServices. Apart from traditional growth in Structural Engineering Services we are findingconsiderable growth and expansion in MES which can be a torch bearer in coming years.Company is planning to merge its US Offices and set up office at ATLANTA Georgia forclient co-ordination. Additional personnel are joining in US and Europe for remainingBusiness Development Activities. From middle of F.Y. 20162017 Company expects to performwell with these initiatives yielding positive results. New clients in IT Division arebeing added to recover from the dip in 4th Quarter of last year.

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

Your Company has two wholly owned subsidiaries viz Crossroads Detailing Inc. USA andRMM Global Inc. USA.

The financial position of the said company is given in the notes to consolidatedfinancial statements.

The audited accounts of the subsidiary company are placed on the Company's website andit is available for inspection at the registered office of the Company during workinghours. The Company will make available a copy thereof to any member of the Company who maybe interested in obtaining the same.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining salient features of financial statements of subsidiary in Form AOC 1 isattached to the Accounts.

CONSOLIDATED FINANCIAL STATEMENTS(CFS)

The Consolidated Financial Statements of your Company for the financial year 2015-16are prepared in compliance with applicable provisions of the Companies Act 2013 read withthe Rules issued thereunder applicable Accounting Standards and the provisions ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as the "Listing Regulations"). Theconsolidated financial statements have been prepared on the basis of audited financialstatements of your Company its subsidiaries as approved by the respective Board ofDirectors.

The Consolidated Financial Statements should therefore be read in conjunction with thedirectors' report financial notes cash flow statements and the individual auditorreports of the subsidiaries.

DIVIDEND

Your Directors have recommended a final dividend of ' 0.20/- per equityshare @10% of paid up equity share of face value of ' 2/- each in additionto interim dividend of ' 0.60/- (30%) hitherto declared making a total of ' 0.80/- (40%)per equity share (previous year ' 3.50/- per equity share @ 35% of paid upequity share of ' 10/- each) for the financial year ended 31stMarch 2016. The final dividend if approved will be paid to those members whose namesappear in Register of Members as on 12th September 2016. In respect of

shares held in dematerialized form it will be paid to members whose names arefurnished by National Securities Depository Limited and Central Depository Services(India) limited as beneficial owners as on that date. This will entail an outflow of '.255.69 Lakhs (Inclusive of div'dend tax).

The dividend payout for the years 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 div'dend.

TRANSFER TO RESERVE

The Directors propose to transfer a sum of ' 56.71 lakhs to GeneralReserve out of the profits earned by the Company.

SHARE CAPITAL AND CONSEQUENT CHANGES

During the year with a v'ew to broad-base the investor base by encouraging theparticipation of the small investors and also to increase the liquidity of Equity Sharesof the Company the Company after obtaining members approval on 03ld February2016 has sub-div'ded the existing Equity Shares of the Company hav'ng a face value of '10/- (Rupees Ten only) each fully paid up into 5 (Five) Equity Shares of '2/- (Rupees Two only) each fully paid up.

Consequent upon sub-division of Equity Shares of the Company the Capital Clause ofMemorandum of Association was amended with the approval of the members i.e. from Rs130000000 (Rupees Thirteen Crores only) divided into 13000000 (One Crore ThirtyLacs) Equity Shares of ' 10/- (Rupees Ten only) each to 65000000 (SixCrore Fifty Lakhs) Equity Shares of Rs 2/- (Rupees Two Only) each.

PAID UP SHARE CAPITAL

The paid up share capital of the company was ' 47090560 as on 31stMarch 2015. The Board of Directors in the meeting held on 19th August 2015allotted 600000 equity shares pursuant to conversion of warrant of ' 10/-each at a price of ' 31.20/- [comprising nominal value of face value of '10/- and premium of ' 21.20/- each].

The Board of Directors in the meeting held on 26th October 2015 allotted2000 equity shares of face

value of Rs 10/- each at a price of ' 28/- [comprising nominal value of '10/- and premium of ' 18/- each] to its employees who have exercised theoption vested on them under the Mold-Tek Technologies Employees Stock Option Scheme.

Post allotment the paid up share capital of the company has been increased to '53110650 divided into 5311065 equity share of face value of ' 10/- each.

The Company has sub-divided its face value of equity shares from ' 10/-each to ' 2/- each pursuant to the resolution passed by the members of theCompany in the Extra-ordinary General Meeting held on 3rd February 2016.Thepaid up capital of the company was ' 53110560/- divided into 26555280of face value of ' 2/- each as on 31st March 2016.

The Board of Directors in the meeting held on 20th April 2016 (after theBalance Sheet Date i.e. 31st March 2016) allotted 227795 equity shares offace value of ' 2/- each at a price of ' 12.20/- [comprising face value of '2/- and premium of ' 10.20/- each] to its employees who have exercised theoption vested on them under the Mold-Tek Technologies Employees Stock Option Scheme.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form 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 themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during 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 Directors' 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 Companies Act 2013 and Regulation16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. In theopinion of the Board they fulfill the conditions of independence as specified in the Actand the Rules made there under and are independent of the management.

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

During the Financial Year 2015-16 Ms. Pooja Jain has been appointed as CompanySecretary & Compliance officer w.e.f 15th April 2015.

Mr. Durgaprasad Sigatapu has resigned from the position of Chief Financial officer("CFO") and Key Managerial Personnel of the company with effect from 25thJuly 2015 and the same has been approved and taken on record by the board of directors atits meeting held on 03rd August 2015.

Mr. Satya Kishore Nadikatla was appointed as Chief Financial Officer (CFO) and KeyManagerial Personnel of the company at the meeting of the Board of Directors held on 26thOctober 2015.

In accordance with the provisions of Section 152 of the Companies Act 2013 Ms. SudhaRani Janumahanti Director of the Company is liable to retire by rotation and is eligiblefor reappointment.

Apart from above there has been no change in Directors and Key Managerial Personnel.

EMPLOYEE STOCK OPTION SCHEME

The Company has in operation Mold-Tek Technologies Employees Stock Option Scheme 2009and MTTL Employees Stock Option Scheme -2015 Scheme for granting stock options to theemployees of its company in accordance with the Securities Exchange Board of India(Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines 1999 and Securities Exchange Board of India(Share Based employee benefits) Regulations 2014.

There have been no Changes in the Scheme.

Disclosures of Scheme are enclosed as Annexure - A to this report.

The disclosure pursuant to Securities Exchange Board of India (Share Based employeebenefits) Regulations 2014 is 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 or Senior Managerial Personnel. The GovernanceGuidelines or code of conduct cover aspects related to role of the Board diversitydefinition of independence and duties of independent Directors Code of Conduct Moralethics and principles to be followed.

NOMINATION REMUNERATION AND PERFORMANCE EVALUATION POLICY

The requisite details as required by Section 134(3) Section 178(3) & (4) ofCompanies Act 2013 and Regulation 34 of SEBI (LODR) Regulations 2015 is provided in theCorporate Governance Report.

TRANSACTION WITH RELATED PARTIES

The requisite details as required by Section 134 & 188 of Companies Act 2013 andRegulation 23 34(3) of SEBI (LODR) Regulations 2015 is provided in the CorporateGovernance Report. The details as per form AOC-2 are enclosed as Annexure G.

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 Companies Act 2013 and Regulation 17(2) of SEBI (LODR) Regulations2015.

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 Cost and Secretarial Auditors and the reviews performed byManagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the financial year 2015-16.

Accordingly pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013the 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 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 Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 the Company has constituted CSR Committeeconstituting 2 Executive Director 2 Non Executive Promoter Directors and 1 independentDirector chaired by Mr. J. Lakshmana

Rao. The composition of the Corporate Social Responsibility Committee meets therequirements of section 135 of the Companies Act 2013. The Board of Directors based onthe recommendations of the Committee formulated a CSR Policy. The requisite details onCSR activities pursuant to Section 135 of the Act and as per Annexure attached to theCompanies (Corporate Social Responsibility Policy) Rules 2014 are annexed as Annexure Bto 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 2015-16 the Company has not received anycomplaints which fall within the scope of this policy. The policy is available on websiteof the company at www.moldtekgroup.com-Investors-Corporate Governance.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The requisite details as required by Section 177 of Companies Act 2013 and Regulation22 & 34 (3) of SEBI (LODR) Regulations 2015 is provided in the Corporate GovernanceReport.

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

(1) Statutory Auditors:

M/s. Praturi & Sriram Chartered Accountants are the statutory auditors of theCompany and hold office till the conclusion of the 33ld Annual General Meeting(AGM). Pursuant to the provisions of Section 139 of the Act read with the Companies (Auditand Auditors) Rules 2014 Members are requested to consider the ratification ofappointment of Auditors for the balance term. The notes to the accounts referred to inAuditors' Report are self-explanatory and do not call for any further comments. The AuditReport does not contain any qualification reservation or adverse remark.

(2) 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 March2016. The Secretarial Audit Report is annexed as Annexure C. The Secretarial Audit Reportfor the financial year ended 31st March 2016 do not contain any qualificationreservation adverse remark or disclaimer.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS &OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (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 and Remuneration of Managerial Personnel) Rules 2014 is provided in theAnnexure 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 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 SEBI (LODR) Regulations 2015 forms part of theAnnual Report.

Your Company is committed to the tenets of good Corporate Governance and has takenadequate steps to ensure that the requirements of Corporate Governance as laid down inListing Agreement and SEBI (LODR) Regulations 2015 are complied with.

A separate report on Corporate Governance and a Management Discussion and AnalysisReport is being presented as part of the Annual Report.

A declaration of Code of Conduct from

Mr. J. Lakshmana Rao Chairman and Managing Director forms part of the CorporateGovernance Report.

CEO/CFO CERTIFICATION

Mr. J. Lakshmana Rao Chairman and Managing Director and Mr. Satya Kishore NadikatlaChief Financial Officer of the Company have given a certificate to the Board ascontemplated in Regulation 17(8) of SEBI (LODR) Regulations 2015.

RISK MANAGEMENT

All assets of the 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 and ICICI Bank Limited 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

Place:Hyderabad (J.LAKSHMANA RAO)
Date:10th August 2016 Chairman & Managing Director
(DIN:00649702)

Annexure A

Disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 are uploaded on website of the company www.moldtekgroup.com - Investor - CorporateGovernance.

Details of Scheme are as follows:

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 1- Mold-Tek Technologies Employees Stock Options Scheme 2009

Scheme 2- MTTL - Employees Stock Options Scheme - 2015

Details of the Scheme

S.No. Description Year ended 31st March 2016 Year ended 31st March 2016
Scheme 1 Scheme 2
1. Date of shareholders' approval 30th September 2009 13th April 2015
2. Total number of options approved under EsOS 200000 (Post-split 1000000) 300000 (Post-Split-1500000)
3. Vesting requirements Commences at the expiry of one year/ 2 Years from the date of grant. Commences at the expiry of one year/ 2 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 Bombay Stock Exchange 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 the price as reduced by 60% of the closing market price of the equity shares of the company available on the Stock Exchange on the date immediately preceding the Grant Date subject to minimum of the face value of Equity Share. 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 at 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 in terms of options Nil Nil
8. Method used to account for ESOS Intrinsic Intrinsic

Details of ESOS during the financial year

S.

No.

Description Year ended 31st March 2016 Year ended 31st March 2016
Scheme -1 Scheme - 2
1. Number of options outstanding at the beginning of the year (Out of Scheme - 1200000 shares - Scheme - 2 - 300000 Shares) 115925

(Post-split-579625)

300000 (Post-split - 1500000)
2. Number of options granted during the year Nil 200000 (Post-split - 1000000)
3. Number of options forfeited/lapsed during the year* Nil Nil
4. Number of options vested during the year Nil Nil
5. Number of options exercised during the year 2000

(Post-Split - 10000)

Nil
6. Number of shares arising as a result of exercise of options 2000

(Post-Split - 10000)

Nil
7. Amount realized by exercise of options (?) 56000 Nil
8. Loan repaid by the Trust during the year from exercise price received Not applicable Not applicable
9. Number of options outstanding at the end of the year (out of total number of options approved under ESOS) 113925*

(Post-split - 569625)

200000 (Post-split - 1000000)
10. Number of options exercisable at the end of the year (out of total number of options approved under ESOS) 113925*

(Post-split - 569625)

200000 (Post-split - 1000000)
11. Weighted-average exercise ' 61/-

(Post-split - ' 12.20)

' 73/-

(Post-split-? 14.6)

12. Weighted-average fair values [Scheme-1 - Weighted average price as on 28th February 2015 (Grant date: 2nd March 2015)]

[Scheme-2 - Weighted average price as on 31st July 2015 (Grant date: 3ri August 2015)]

' 149.78

(Post-Split - ' 30.12)

' 178.97

(Post-Split - ' 35.79)

13. Employee wise details of options granted to
a. Key managerial personnel Nil Nil
b. Any other employee who receive a grant of options in any one year of option amounting to 5% or more of option granted during the year Nil 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

Nil

Notes:

1. 113925 Shares were granted on 2nd March 2015.

2. 200000 Shares were granted on 3ld August 2015.

3. The equity shares of face value of ' 10/- each were sub-divided intoequity shares of ' 2/- each as on record date 18th February2016.

Annexure B

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)

S.No. Particulars Disclosures
1. A brief outline of the Company's CSR policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs Mold-Tek has aimed at serving towards needs for the community and is social responsible corporate to give back to the society sustainable care and development. The policy include all the programmes as per schedule VII of Companies Act 2013. Mold-Tek takes keen responsibility to develop education and rural areas. The Company has framed a CSR policy to regulate CSR activities. The policy is available on the website of the Company: www.moldtekgroup.com-Investor-Corporate Governance
J. Lakshmana Rao Chairman
A. Subramanyam Member
2. The composition of the CSR Committee P. Venkateswara Rao Member
J.Sudha Rani Member
P. Shyam Sunder Rao Member
3. Average net profit of the Company for last three financial years ' 427.81 Lakhs
4. Prescribed CSR expenditure (two per cent of the amount as in item 3 above) ' 8.56 Lakhs
5. Details of CSR spent for the financial year: a. Total amount to be spent for the financial year The Company has created a provision of Rs 8.56 lakhs for CSR the financial year 2015-16. The Company is yet to spend the amount of CSR.
b. Amount unspent if any
c. Manner in which the amount spent during the financial year
6. Reasons for not spending the amount The company has initiated a project for development of education and ' 20000/- advance was paid in the financial year 2015-16. 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 the financial year 2015-16. The amount will be spent in the near future.
7. Responsibility Statement 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 2015-16 provision for the same is created. The Company has also initiated project for development of education in Government School.

 

For and on behalf of the Board of Directors
(J.LAKSHMAN A RAO)
Chairman of the Committee
Chairman & Managing Director
Annual Report 2015-16 (DIN:00649702)

Annexure C

SECRETARIAL AUDIT REPORT

To
The Members
Mold-Tek Technologies Limited
Plot No. 700 Door No. 8-2-293/82/A/700
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 theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practises and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. Wherever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is responsibility of Management. My examination was limited to theverification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the further viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

P VijayaBhaskar

P. VijayaBhaskar& Associates

Practising Company Secretary

FCS - 6321 CP - 12233

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016

[Pursuant to section 204(1) of the Companies Act 2013 and rule no.9 of the Companies(Appointment and

Remuneration Personnel) Rules 2014]

To

The Members

Mold-Tek Technologies Limited

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Mold-Tek Technologies Limited(here in after called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/ statutorycompliances and expressing my opinion thereon.

Based on my verification of the Mold-Tek Technologies Limited books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the companyhas during the audit period covering the financial year ended on 31st March2016 complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by Mold-Tek Technologies Limited for the financial year ended on 31stMarch 2016 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 madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations2015;

(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) Guidelines1999;

(e) The Securities and Exchange Board of

India (Issue and Listing of Debt Securities) Regulations 2008; *

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the

Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;* and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;*

* Not Applicable to the company for the period under review.

(vi) The industry specific Acts labour and other applicable laws as provided by themanagement 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.

(ii) The Listing Agreements entered into by the Company with Bombay Stock ExchangeNational Stock Exchange of India Limited and SEBI (Listing obligations and DisclosureRequirements) Regulations 2015.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent in compliance with Section 173 of the Companies Act2013 Listing Agreement and all other applicable laws and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.

As per the Minutes of the Board of Directors duly recorded and signed by the Chairmanthe decisions were unanimous and no dissenting views were

required to be recorded.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period the company has

i. Appointed Company Secretary and Compliance officer Ms. Pooja Jain with effect from15th April 2015.

ii. Approved grant of 200000 equity shares under 'MTTL-ESOS-2015' on 3rdAugust 2015.

iii. Allotted 600000 equity shares pursuant to conversion of warrants on preferentialbasis to promoter's Group Non-promoter's Group and others [face value of ' 10/-each issued at ' 31.20/- each (' 21.20/- as premium)] on 19th August 2015.

iv. Approved allotment of 2000 stock options [face value of ' 10/- each issuedat ' 28/- each (' 18/- as premium)] to the eligible employees of the Company under'Mold-Tek Technologies Stock Option Scheme - 2009' on 26th October 2015.

v. Appointed Chief Financial Officer (CFO) Mr. Satya Kishore Nadikatla in place of Mr.Sigatapu Durga Prasad with effect from 26th October 2015.

vi. Convened an Extra-ordinary General Meeting on 3rd February 2016 forsub-division of equity shares of the Company face value of ' 10/- (Rupees Ten Only)into 5 (Five) equity shares of ' 2/- (Rupees Two Only) each fully paid-up as on therecord date i.e. 18th February 2016.

P VijayaBhaskar
P. VijayaBhaskar& Associates
Place: Hyderabad Practising Company Secretary
Date: 15th July 2016 FCS - 6321 CP - 12233

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-

Your Company continues to be conscious of the environmental impact of our business andcontinues to improve on its fuel efficiency through various initiatives in this area.

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 ofenergy. Energy conservation initiatives provide solution to the energy crisisenvironmental degradation and pollution.

In the short run the only solution to the growing energy deficit is to facilitate goodenergy saving measures through conservation of power fuel and water. As industries arethe major gutters/ consumers of these resources the onus should lie on the industrialsector to limit & minimize its demand for energy. The need of the hour is to conserveand 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. Monitoring and analysis of energy consumption on periodic basis.

c. Regular monitoring and benchmarking of energy intensive equipment.

(B) Technology absorption-

Specific Areas in which R&D was carried out by the Company Nil
Benefits derived as a result of the above Nil
Future plan of Action Company is in the process of taking appropriate measures in this regard
Expenditure on R&D Nil

(C) Foreign exchange earnings and Outgo'. in lakhs

2015-16 2014-15
FOB value of exports
- KPO Division 4634.37 3988.02
Foreign Exchange Earnings 4456.75 3406.58
Foreign Exchange Outgo 193.96 163.90

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows.

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;

Name of the Director Remuneration Median remuneration Ratio to median
(in Rs) (in Rs) remuneration
Executive Directors
J. Lakshmana Rao

5613019

394993

14.21 : 1

J. Sudha Rani 5760000 394993 14.58: 1
Non-Executive Directors
A.Subramanyam 0 394993 NA
P. Venkateswara Rao 0 394993 NA
P. Shyam Sunder Rao 0 394993 NA
M.Srinivas 0 394993 NA
Dr.K.V.Appa Rao 0 394993 NA
Dr. Surya Prakash Gulla

0

394993

NA

Vasant Kumar Roy 0 394993 NA

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

Name Designation Increase %
J. Lakshmana Rao Chairman & Managing Director

-14.36%

J. Sudha Rani Whole- Time Director 14.29%
A. Subramanyam Non-Executive Promoter Director Nil
P. Venkateswara Rao Non-Executive Promoter Director Nil
P. Shyam Sunder Rao Independent Director Nil
M.Srinivas Independent Director

Nil

Dr.K.V.Appa Rao Independent Director Nil
Dr. Surya Prakash Gulla Independent Director Nil
Vasant Kumar Roy Independent Director Nil
S. Durga Prasad Chief Financial Officer 18.68%
N. Satya Kishore Chief Financial Officer Nil
Pooja Jain Company Secretary Nil

c. Percentage increase in the median remuneration of employees in the financial year:22.72%

d. Number of permanent employees on the rolls of the Company as on 31st March 2016:575

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 26.78%over the previous financial year. The aggregate remuneration for KMPs grew by 0.63% 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. Key parameters for any variable component of remuneration availed by the directors:

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

g. 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 ofManagerial Personnel) Rules 2014

Employees employed throughout the year and were in receipt of remuneration of not lessthan ' 102 lakhs per annum:

None of the employee of the company draws remuneration of more than ' 102 Lakhs perannum.

Details of the names of the top ten employees in terms of remuneration drawn as on 31stMarch 2016

s. No Employee Name Designation Qualification Age DOJ (DD.MM.YR) Remuneration (in ?) Experience (Years) Particulars of Last Employment
1. 3.Sudha Rani* Whole-Time Director B.Sc 51 1.10.2008 5750000 11 -
2. 3. Lakshmana Rao Chairman & Managing Director Bachelor's degree in civil engineering & Post graduate diploma in Management from the Indian Institute of Management Bangalore 57 04.07.1985 5513019 33 Founder of Mold-Tek Group Chairman & Managing Director of Mold-Tek Technologies Limited & Mold-Tek Packaging Limited.
3. G.Pradeep Vice President B.E 35 01.01.2010 2917853 15 H&R Detailing
4. 3 Rana Pratap Corporate Manager B.Tech (IIT Delhi) & MBA (IIM-Lucknow) 29 08.04.2013 2700000 5 __
5. Jagdish TVSSB Practice Head PGDITM 45 15.05.2014 2458330 14 Bodh Tree Consulting
6. A Durga Sundeep Chief Manager B.Tech from REC Kuruk- shetra & M.B.A. (Purdue) (USA) 32 08.04.2013 2300004 9 Satyam Computers
7. Gajanan D Deshmukh General Manager B.E 35 08.05.2015 2083330 15 Prothious Engineering Services
8. Pagudoji Srinivas Assistant General Manager B.E 37 05.05.2014 1838333 13 Structures 18 Infra Tech
9. N.Madhu Assistant General Manager M.Tech 38 17.02.2012 1813255 13 STRUCTURES 18 INFRA TECH PRIVATE LIMITED
10. Biswajit Dash Deputy General Manager B.Arch 35 03.02.2010 1750782 13 Cistron Infotek

As per Central Government approval J.Lakshmana Rao Chairman & Managing Directoris drawing salary from two companies - M/s. Mold-Tek Technologies Limited & M/s.Mold-Tek Packaging Limited aggregating to f.10833019.

* Ms. J. Sudha Rani is drawing remuneration in excess of Mr. J. Lakshmana Rao Chairman& Managing Director.

Annexure -F EXTRACT OF ANNUAL RETURN MGT-9

as on the financial year ended on 31/03/2016

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the CompaniesManagement and

Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L25200TG1985PLC005631
Registration Date 04/07/1985
Name of the Company Mold-Tek Technologies Limited
Category / Sub-Category of the Company Company Limited by shares and non-government
Address of the Registered office and contact details Plot No.700 Door No.8-2-293/82/A/700 Road No.36 Jubilee Hills Hyderabad Telangana-500033.
Whether listed company : Yes/No Yes
Name Address and Contact details of Registrar and XL Softech Systems Ltd.
Transfer Agent if any 3 Sagar Society
Road No.2 Banjara Hills
Hyderabad - 500 034.
Phone : 040 23545913/14/15
Fax: 040 23553214
email: xlfieldfflgmail.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

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

S.No Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Structural Engineering & Detailing 99831176 73.87
2 Mechanical Engineering Services 99831176 12.71
3 Information Technology Services 99831419 13.42
Total : 100.00%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES :

S.No Name and Address of the company Country CIN/GLN Holding/ Subsidiary/ Associate % of shares held Section Applicable
1. rossroads Detailing Inc. 6319 East US HWY 36 Suite # 4 Avon IN 46123 USA USA - Subsidiary 100 Section 2(87)
2. RMM Global Inc. 2541 Riviera Drive Suite 306Akron OHIO 44333US USA - Subsidiary 100 Section 2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding:

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% of Change during the Year

Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
(A) Promoters
(1) Indian
(a) Individual/HUF 1903301 0 1903301 40.42 11028215 0 11028215 41.53 1.11
(b) Central Govt 0 0 0 0 0 0 0 0
(c) State Govt (s) 0 0 0 0 0 0 0 0
(d) Bodies Corp. 423433 0 423433 8.99 2117165 0 2117165 7.97 -1.02
(e) Banks / FI 0 0 0 0 0 0 0 0
(f) Any Other.... 0 0 0 0 0 0 0 0
Sub-Total (A) (1) 2326734 0 2326734 49.41 13145380 0 13145380 49.50 0.09
(2) Foreign
(a) NRIs - Individuals 0 0 0 0 0 0 0 0 0
(b) Other - Individuals 0 0 0 0 0 0 0 0 0
(c) Bodies Corp. 0 0 0 0 0 0 0 0 0
(d) Banks/FI 0 0 0 0 0 0 0 0 0
(e) Any Other.... 0 0 0 0 0 0 0 0 0
Sub-Total (A) (2) 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoter (A) = (A) (1) + (A) (2) 2326734 0 2326734 49.41 13145380 0 13145380 49.50 0.09

 

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% of Change during the Year

Demat

Physical

Total

% of Total Shares

Demat Physical

Total

% of Total Shares

(B) Public Shareholding
(1) Institutions
(a) Mutual Funds

0

0

0

0

0 0

0

0

0
(b) Banks/FI

0

0

0

0

0 0

0

0

0
(c) Central Govt/State Govt.

0

0

0

0

0 0

0

0

0
(d) Venture Capital funds

0

0

0

0

0 0

0

0

0
(e) Insurance Companies

0

0

0

0

0 0

0

0

0
(f) Fils

94243

0

94243

2.00

602307 0

602307

2.27

0.27
(g) Foreign Venture Capital Funds

0

0

0

0

0 0

0

0

0
(h) Others (Specify)

0

0

0

0

0 0

0

0

0
Sub-Total (B)(1)

94243

0

94243

2.00

602307

0

602307

2.27

0.27

(2) Non- Institutions
(a) Bodies Corp

315867

0

315867

6.71

2211802 0

2211802

8.26

1.55
(b) individuals
i. Individual shareholders holding nominal share capital up toRs. 1 lakh

846487

76118

922605

19.59

3366206 344850

3711056

13.86

-5.73
ii. Individual shareholders holding nominal share capital in excess of Rs 1 lakh

977909

0

977909

20.77

6744530 0

6744530

25.18

4.41
(c) Others (Specify)
NRI

64174

0

64174

1.36

132161

0 132161

0.50

-0.86

Clearing members

7524

0

7524

0.16

8044

0 8044

0.03

-0.13

Sub-Total (B)(2)

2211961

76118

2288079

48.59

12462743

344850 12807593

47.82

-0.77

Total Shareholding of Public = (B) (1) + (B) (2)

2306204

76118

2382322

50.59

13065050

344850 13409900

50.50

-0.09

C. Shares held by custodian for GDRs & ADRs

0

0

0

0

0

0 0

0

0

Grand Total (A+B+C)

4632938

76118

4709056

100

26210430

344850 26555280

100.00

0

(ii) Shareholding of Promoters:

Shareholding at the beginning of the year

Shareholding at the end of the year

%
S. No Shareholders' Name No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares of Change during the Year
1 Mold-Tek Packaging Limited

423433

8.99

0.00

2117165

7.97

0.00

-1.02

2 JanumahantiSudha Rani

394642

8.38

0.00

1973210

7.43

0.00

-0.95

3 A Subramanyam

263018

5.59

0.00

1765090

6.65

0.00

1.06

4 NavyaMythri

246548

5.24

1.60

1182740

4.45

1.41

-0.79

5 A SeshuKumari

168167

3.57

0.00

612035

2.30

0.00

-1.27

6 JanumahantiRanaPratap 139386 2.96 0.00 696930 2.62 0.00 -0.34
7 A DurgaSundeep 119478 2.54 0.00 597445 2.25 0.00 -0.29
8 N Padmavathi

105785

2.25

0.00

527000

1.98

0.00

-0.27

9 Adhivishnu Lakshmi Mythri

80882

1.72

0.00

404410

1.52

0.00

-0.20

10 J Sarada

66106

1.40

0.00

514325

1.94

0.00

0.54

11 N V Prasad

55699

1.18

0.00

278495

1.05

0.00

-0.13

12 J Bhujanga Rao 50363 1.07 0.00 155605 0.59 0.00 -0.48
13 PattabhiVenkateshwara Rao 45646 0.97 0.00 228230 0.86 0.00 -0.11
14 SathyaSravyaJanumahanti 65439 1.39 0.00 327195 1.23 0.00 -0.16
15 J Lakshmana Rao

43571

0.93

0.00

1271660

4.79

0.00

3.86

16 J Mytraeyi

19007

0.40

0.00

118450

0.45

0.00

0.05

17 SatyavatiGolukonda

15953

0.34

0.00

79765

0.30

0.00

-0.04

18 SwethaMythriJanumahanti

9025

0.19

0.00

41040

0.15

0.00

-0.04

19 Prasanna Kumar Golkonda

5389

0.11

0.00

127020

0.48

0.00

0.37

20 J Pratap Kumar

4683

0.10

0.00

-

-

-

-

21 PattabhiSai Lakshmi

4282

0.09

0.00

126410

0.48

0.00

0.39

22 P Appa Rao 232 0.00 0.00 1160 0.00 0.00 0.00
Total 2326734 49.41 1.60 13145380 49.50 1.41 0.09

(Hi) Change in Promoters’ Shareholding (please specify if there is no change):

Shareholding at the beginning of the year

Cumulative Shareholding during the year

S.No Particulars No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Mold-Tek Packaging Limited
2 At the Beginning of the Year ( of face value of Rs 10/- each) 423433 8.99 423433 8.99
3 Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016) - - 423433 7.97
4 No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 423433 7.97 - -
5 No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 2117165 7.97 - -
6 Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 2117165 7.97
7 At the End of the Year ( of face value of Rs 2/- each)

2117165

7.97

2117165

7.97

2. Janumahanti Sudha Rani
At the Beginning of the Year ( of face value of Rs 10/- each) 394642 8.38 394642 8.38
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016) - - 394642 7.43
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 394642 7.43 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 1973210 7.43 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 1973210 7.43
At the End of the Year ( of face value of Rs 2/- each) 1973210 7.43 1973210 7.43
3. A Subramanyam
At the Beginning of the Year ( of face value of Rs 10/- each) 263018 5.59 263018 5.59
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016)
Conversion of Warrants into equity shares on preferential issue basis - 19/08/2015 90000 1.70 353018 6.65
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 353018 6.65 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 1765090 6.65 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 1765090 6.65
At the End of the Year ( of face value of Rs 2/- each)

1765090

6.65

1765090

6.65

4. Janumahanti Navya Mythri
At the Beginning of the Year ( of face value of Rs 10/- each) 246548 5.24 246548 5.24
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016)
02 May 2015 to 08 May 2015 (Off Market Sale) -10000 -0.21 236548 5.02
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 236548 4.45 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 1182740 4.45 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 1182740 4.45
At the End of the Year ( of face value of Rs 2/- each) 1182740 4.45 1182740 4.45
5. A Seshu Kumari
At the Beginning of the Year ( of face value of Rs 10/- each) 168167 3.57 168167 3.57
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016)
a) 02 May 2015 to 08 May 2015 Off Market Sale) -50000 -1.06 118167 2.51
b) 09 Jan 2016 to 15 Jan 2016 (Market Purchase) 1000 0.02 119167 2.24
c) 23 Jan 2016 to 29 Jan 2016 (Market Purchase) 2600 0.05 121767 2.29
d) 06 Feb 2016 to 12 Feb 2016 (Market Purchase) 640 0.01 122407 2.30
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 122407 2.30 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 612035 2.30 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 612035 2.30
At the End of the Year ( of face value of Rs 2/- each) 612035 2.30 612035 2.30
6. Janumahanti Rana Pratap
At the Beginning of the Year ( of face value of Rs 10/- each) 139386 2.96 139386 2.96
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016) 139386 2.62
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 139386 2.62 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 696930 2.62 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 696930 2.62
At the End of the Year ( of face value of Rs 2/- each) 696930 2.62 696930 2.62
7. Adivishnu Durga Sundeep
At the Beginning of the Year ( of face value of Rs 10/- each) 119478 2.54 119478 2.54
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016)
06 Feb 2016 to 12 Feb 2016 (Market Purchase) 11 0.00 119489 2.25
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 119489 2.25 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 597445 2.25 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 597445 2.25
At the End of the Year ( of face value of Rs 2/- each)

597445

2.25

597445

2.25

8. Adivishnu Lakshmi Mythri
At the Beginning of the Year ( of face value of Rs 10/- each) 80882 1.72 80882 1.72
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016) - - 80882 1.52
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 80882 1.52 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 404410 1.52 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 404410 1.52
At the End of the Year ( of face value of Rs 2/- each) 404410 1.52 404410 1.52
9. N Padmavathi
At the Beginning of the Year ( of face value of Rs 10/- each) 105785 2.25 105785 2.25
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016)
a) 04 April 2015 to 10 April 2015 (Market Sale) -635 -0.01 105150 2.23
b) 09 Jan 2016 to 15 Jan 2016 (Market Purchase) 100 0.00 105250 1.98
c) 16 Jan 2016 to 22 Jan 2016 (Market Purchase) 150 0.00 105400 1.98
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 105400 1.98 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 527000 1.98 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 527000 1.98
At the End of the Year ( of face value of Rs 2/- each)

527000

1.98

527000

1.98

10. J Bhujanga Rao
At the Beginning of the Year ( of face value of Rs 10/- each) 50363 1.07 50363 1.07
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016)
a) 18 April 2015 to 24 April 2015 (Market Sale) -1800 -0.04 48563 1.03
b) 25 April 2015 to 01 May 2015 (Market Sale) -100 0.00 48463 1.03
c) 02May 2015 to 08 May 2015 (Market Sale) -19342 -0.41 29121 0.62
d) 22 August 2015 to 28 August 2015 (Market Purchase) 30 0.00 29151 0.55
e) 29 August 2015 to 04 September 2015 (Market Purchase) 1970 0.04 31121 0.59
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 31121 0.59 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 155605 0.59 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 155605 0.59
At the End of the Year ( of face value of Rs 2/- each)

155605

0.59

155605

0.59

11. Pattabhi Venkateswara Rao
At the Beginning of the Year ( of face value of Rs 10/- each) 45646 0.97 45646 0.97
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016) - - 45646 0.86
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 45646 0.86 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 228230 0.86 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 228230 0.86
At the End of the Year ( of face value of Rs 2/- each) 228230 0.86 228230 0.86
12. Sathya Sravya Janumahanti
At the Beginning of the Year ( of face value of Rs 10/- each) 65439 1.39 65439 1.39
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016) 65439 1.23
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 65439 1.23 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 327195 1.23 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 327195 1.23
At the End of the Year ( of face value of Rs 2/- each) 327195 1.23 327195 1.23
13. J Sarada
At the Beginning of the Year ( of face value of Rs 10/- each) 66106 1.40 66106 1.40
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016)
a) 01 April 2015 to 03rd April 2015 (Market Sale) -500 0.01 65606 1.39
b) 04 April 2015 to 10 April 2015 (Market Sale) -1990 -0.04 63616 1.35
c) 18 April 2015 to 24 April 2015 (Market Sale) -761 -0.02 62855 1.33
d) Conversion of Warrants into equity shares on preferential issue basis - 19/08/2015 40000 0.75 102855 1.94
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 102855 1.94 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 514275 1.94 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - - -
20 Feb 2016 to 26 Feb 2016 (Market Purchase) 50 0.00 514325 1.94
At the End of the Year ( of face value of Rs 2/- each) 514325 1.94 514325 1.94
14. N V Prasad
At the Beginning of the Year ( of face value of Rs 10/- each) 55699 1.18 55699 1.18
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016) - - 55699 1.05
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 55699 1.05
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 278495 1.05
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 278495 1.05
At the End of the Year ( of face value of Rs 2/- each) 278495 1.05 278495 1.05
15. Lakshmana Rao Janumahanti
At the Beginning of the Year ( of face value of Rs 10/- each) 43571 0.93 43571 0.93
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016)
a) Conversion of Warrants into equity shares on preferential issue basis - 19/08/2015 200000 3.77 243571 4.59
b) 19 September 2015 to 25 September 2015 ( Market Purchase) 1929 0.04 245500 4.62
c) 03 October 2015 to 09 October 2015 ( Market Purchase) 355 0.01 245855 4.63
d) 10 October 2015 to 16 October 2015 ( Market Purchase) 5 0.00 245860 4.63
e) 31 October 2015 to 06 November 2015 ( Market Purchase) 1943 0.04 247803 4.67
f) 14 November 2015 to 20 November 2015 ( Market Purchase) 1614 0.03 249417 4.70
g) 28 November 2015 to 04 December 2015 ( Market Purchase) 107 0.00 249524 4.70
h) 12 December 2015 to 18 December 2015 ( Market Purchase) 1746 0.03 251270 4.73
i') 09 January 2016 to 15 January 2016 (Market Purchase) 600 0.01 251870 4.74
j) 16 January 2016 to 22January 2016 (Market Purchase) 1811 0.03 253681 4.78
k) 23 January 2016 to 29 January 2016 (Market Purchase) 541 0.01 254222 4.79
L) 06 February 2016 to 12 February 2016 (Market Purchase) 110 0.00 254332 4.79
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 254332 4.79 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 1271660 4.79 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 1271660 4.79
At the End of the Year ( of face value of Rs 2/- each) 1271660 4.79 1271660 4.79
16. J Mytraeyi
At the Beginning of the Year ( of face value of Rs 10/- each) 19007 0.40 19007 0.40
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016) - - 19007 0.36
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 19007 0.36 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 95035 0.36 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - - -
11 March 2016 to 18 March 2016 (Transmission of Shares) 23415 0.09 118450 0.45
At the End of the Year ( of face value of Rs 2/- each)

118450

0.45

118450

0.45

17. Swetha Mythri Janumahanti
At the Beginning of the Year ( of face value of Rs 10/- each) 9025 0.19 9025 0.19
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016)
a) 02May 2015 to 08 May 2015 (Market Purchase) 68 0.00 9093 0.19
b) 09 May 2015 to 15 May 2015 (Market Purchase) 1 0.00 9094 0.19
c) 27 June 2015 to 03 July 2015 (Market Sale) -993 -0.02 8101 0.17
d) 30 January 2016 to 05 February 2016 (Market Purchase) 107 0.00 8208 0.15
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 8208 0.15 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 41040 0.15 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 41040 0.15
At the End of the Year ( of face value of Rs 2/- each) 41040 0.15 41040 0.15
18. Golukonda Satyavati
At the Beginning of the Year ( of face value of Rs 10/- each) 15953 0.34 15953 0.34
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016) - - 15953 0.30
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 15953 0.30 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 79765 0.30 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 79765 0.30
At the End of the Year ( of face value of Rs 2/- each)

79765

0.30

79765

0.30

19. J Pratap Kumar
At the Beginning of the Year ( of face value of Rs 10/- each) 4683 0.10 4683 0.10
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016) - - 4683 0.09
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 4683 0.09 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 23415 0.09 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - - -
11 March 2016 to 18 March 2016 (Transmission of Shares) -23415 -0.09 0 0.00
At the End of the Year ( of face value of Rs 2/- each)

0

0.00

0

0.00

20. Pattabhi Sai Lakshmi
At the Beginning of the Year ( of face value of Rs 10/- each) 4282 0.09 4282 0.09
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016) - - - -
Conversion of Warrants into equity shares on preferential issue basis - 19/08/2015 21000 0.40 25282 0.48
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 25282 0.48 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 126410 0.48 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 126410 0.48
At the End of the Year ( of face value of Rs 2/- each) 126410 0.48 126410 0.48
21. Prasanna Kumar Golkonda
At the Beginning of the Year ( of face value of Rs 10/- each) 5389 0.11 5389 0.11
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016)
a) 18 April 2015 to 24 April 2015 (Market Sale) -85 0.00 5304 0.11
b) Conversion of Warrants into equity shares on preferential issue basis - 19/08/2015 20000 0.38 25304 0.48
c) 05 December 2015 to 11 December 2015 ( Market Purchase) 28 0.00 25332 0.48
d) 12 December 2015 to 18 December 2015 ( Market Purchase) 72 0.0 25404 0.48
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 25404 0.48 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 127020 0.48 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 127020 0.48
At the End of the Year ( of face value of Rs 2/- each) 127020 0.48 127020 0.48
22. P Apparao
At the Beginning of the Year ( of face value of Rs 10/- each) 232 0.00 232 0.00
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016) - - 232 0.00
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 232 0.00 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 1160 0.00 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 1160 0.00
At the End of the Year ( of face value of Rs 2/- each) 1160 0.00 1160 0.00

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

S.No Name of the Shareholder

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No of Shares % of total shares of the company No of Shares % of total shares of the company
1 VIMAL SAGAR JAIN
At the Beginning of the Year ( of face value of Rs 10/- each) 40700 0.86 40700 0.86
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) - - 40700 0.77
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 40700 0.77 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 203500 0.77
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 203500 0.77
At the End of the Year ( of face value of Rs 2/- each) 203500 0.77 203500 0.77
2 BANG SECURITIES PVT.LTD.
At the Beginning of the Year ( of face value of Rs 10/- each) 138510 2.94 138510 2.94
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) 9415 0.18 147925 2.79
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 147925 2.79 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 739625 2.79 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 739625 2.79
At the End of the Year ( of face value of Rs 2/- each) 739625 2.79 739625 2.79
3 PASSAGE TO INDIA MASTER FUND LIMITED
At the Beginning of the Year ( of face value of Rs 10/- each) 94243 2.00 94243 2.00
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) 34700 0.65 128943 2.43
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 128943 2.43 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 644715 2.43 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) -31500 -0.12 613215 2.31
At the End of the Year ( of face value of Rs 2/- each) 613215 2.31 613215 2.31
4 SANDEEP TANDON (L Folio No. 10000227)
At the Beginning of the Year ( of face value of Rs 10/- each) 78650 1.67 78650 1.67
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) - - 78650 1.48
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 78650 1.48 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 393250 1.48 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 393250 1.48
At the End of the Year ( of face value of Rs 2/- each) 393250 1.48 393250 1.48
5 G ARAVIN DA
At the Beginning of the Year ( of face value of Rs 10/- each) 75471 1.60 75471 1.60
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) 700 0.01 76171 1.43
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 76171 1.43 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 380855 1.43 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 380855 1.43
At the End of the Year ( of face value of Rs 2/- each) 380855 1.43 380855 1.43
6 GOLCONDA KIRAN KUMAR
At the Beginning of the Year ( of face value of Rs 10/- each) 70264 1.49 70264 1.49
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) 600 0.01 70864 1.33
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 70864 1.33 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 354320 1.33 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 354320 1.33
At the End of the Year ( of face value of Rs 2/- each) 354320 1.33 354320 1.33
7 SUNKARAPALLI HIMABINDU**
At the Beginning of the Year ( of face value of Rs 10/- each) 64606 1.37 64606 1.37
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) -19991 -0.38 44615 0.84
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 44615 0.84 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 223075 0.84 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 223075 0.84
At the End of the Year ( of face value of Rs 2/- each) 223075 0.84 223075 0.84
8 T VIMALA
At the Beginning of the Year ( of face value of Rs 10/- each) 51000 1.08 51000 1.08
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) -169 0.00 50831 0.96
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 50831 0.96 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 254155 0.96 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 254155 0.96
At the End of the Year ( of face value of Rs 2/- each) 254155 0.96 254155 0.96
9 MOLD TEK TECHNOLOGIES LIMITED-UNCLAIMED**
At the Beginning of the Year ( of face value of Rs 10/- each) 45535 0.97 45535 0.97
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) -258 0.00 45277 0.85
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 45277 0.85 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 226385 0.85 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) -1940 -0.01 224445 0.85
At the End of the Year ( of face value of Rs 2/- each)

224445

0.85

224445

0.85

10 Venkata Appa Rao Kotagiri
At the Beginning of the Year ( of face value of Rs 10/- each) 51435 1.09 51435 1.09
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016)
04 April 2016 to 11 April 2016 ( Market Purchase) 1349 0.03 52784 1.12
Conversion of Warrants into equity shares on preferential issue basis - 19/08/2015 30000 0.56 82784 1.56
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 82784 1.56 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 413920 1.56 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 413920 1.56
At the End of the Year ( of face value of Rs 2/- each) 413920 1.56 413920 1.56
11 MANASA YEDDULA***
At the Beginning of the Year ( of face value of Rs 10/- each) 21714 0.46 21714 0.46
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) 19000 0.36 40714 0.77
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 40714 0.77
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 203570 0.77
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) 0 203570 0.77
At the End of the Year ( of face value of Rs 2/- each) 203570 0.77 203570 0.77
12 SANDEEP TANDON (L Folio No. 10002294)*
At the Beginning of the Year ( of face value of Rs 10/- each) 0 0.00 0 0.00
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) 46045 0.87 46045 0.87
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 46045 0.87
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 230225 0.87
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) 0 230225 0.87
At the End of the Year ( of face value of Rs 2/- each) 230225 0.87 230225 0.87
13 A KG FINVEST LTD*
At the Beginning of the Year ( of face value of Rs 10/- each) 8700 0.18 8700 0.18
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) 51999 0.98 60699 1.14
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 60699 1.14
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 303495 1.14
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) 1505 0.01 305000 1.15
At the End of the Year ( of face value of Rs 2/- each) 305000 1.15 305000 1.15
14 UNO METALS LTD*
At the Beginning of the Year ( of face value of Rs 10/- each) 0.00 0.00
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) 33127 0.62 33127 0.62
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 33127 0.62 -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 165635 0.62 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) 99818 0.38 265453 1.00
At the End of the Year ( of face value of Rs 2/- each) 265453 1.00 265453 1.00
15 ARCHANA SANDEEP TANDON**
At the Beginning of the Year ( of face value of Rs 10/- each) 30358 0.64 30358 0.64
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) 11642 0.22 42000 0.79
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 42000 0.79 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 210000 0.79 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 210000 0.79
At the End of the Year ( of face value of Rs 2/- each) 210000 0.79 210000 0.79

Note: The above information is based on the weekly beneficiary position received fromRegistrar Transfer & Agent

* Not in the list of Top 10 shareholders as on 01/04/2015. The same has been reflectedabove since the shareholder was one of the Top 10 shareholders as on 31/03/2016

** Ceased to be in the list of Top 10 shareholders as on 31/03/2016. The same has beenreflected above since the shareholder was one of the Top 10 shareholders as on 01/04/2015

***Not in the list of Top 10 shareholders as on 01/04/2015 and 31/03/2016. The same hasbeen reflected above since the shareholder was one of the Top 10 shareholders during thefinancial year.

(v) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year

Cumulative Shareholding during the year

S.No For Each of the Directors and KMP No. of shares % of total shares of the company No. of shares % of total shares of the company
A. DIRECTORS :
1. Lakshmana Rao Janumahanti (Managing Director)
At the Beginning of the Year ( of face value of Rs 10/- each) 43571 0.93 43571 0.93
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016)
a) Conversion of Warrants into equity shares on preferential issue basis - 19/08/2015 200000 3.77 243571 4.59
b) 19 September 2015 to 25 September 2015 ( Market Purchase) 1929 0.04 245500 4.62
c) 3 October 2015 to 09 October 2015 ( Market Purchase) 355 0.01 245855 4.63
d) 10 October 2015 to 16 October 2015 ( Market Purchase) 5 0.00 245860 4.63
e) 31 October 2015 to 06 November 2015 ( Market Purchase) 1943 0.04 247803 4.67
f) 14 November 2015 to 20 November 2015 ( Market Purchase) 1614 0.03 249417 4.70
g) 28 November 2015 to 04 December 2015 ( Market Purchase) 107 0.00 249524 4.70
h) 12 December 2015 to 18 December 2015 ( Market Purchase) 1746 0.03 251270 4.73
i') 09 January 2016 to 15 January 2016 (Market Purchase) 600 0.01 251870 4.74
j) 16 January 2016 to 22January 2016 (Market Purchase) 1811 0.03 253681 4.78
k) 23 January 2016 to 29 January 2016 (Market Purchase) 541 0.01 254222 4.79
L) 06 February 2016 to 12 February 2016 (Market Purchase) 110 0.00 254332 4.79
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 254332 4.79
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 1271660 4.79
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) 0 1271660 4.79
At the End of the Year ( of face value of Rs 2/- each) 1271660 4.79 1271660 4.79
2. Janumahanti Sudha Rani (Whole Time Director)
At the Beginning of the Year ( of face value of Rs 10/- each) 394642 8.38 394642 8.38
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016) - - 394642 7.43
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 394642 7.43 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 1973210 7.43 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 1973210 7.43
At the End of the Year ( of face value of Rs 2/- each) 1973210 7.43 1973210 7.43
3. A Subramanyam (Director)
At the Beginning of the Year ( of face value of Rs 10/- each) 263018 5.59 263018 5.59
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016)
Conversion of Warrants into equity shares on preferential issue basis - 19/08/2015 90000 1.70 353018 6.65
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 353018 6.65 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 1765090 6.65 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 1765090 6.65
At the End of the Year ( of face value of Rs 2/- each) 1765090 6.65 1765090 6.65
4. Pattabhi Venkateswara Rao (Director)
At the Beginning of the Year ( of face value of Rs 10/- each) 45646 0.97 45646 0.97
Increase /Decrease during the period) (01st April 2015 to 18th Feb 2016) - - 45646 0.86
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 45646 0.86 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 228230 0.86 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 228230 0.86
At the End of the Year ( of face value of Rs 2/- each) 228230 0.86 228230 0.86
5. Srinivas Madireddi (Director)
At the Beginning of the Year ( of face value of Rs 10/- each) 49518 1.05 49518 1.05
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) - - 49518 0.93
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 49518 0.93 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 247590 0.93 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 247590 0.93
At the End of the Year ( of face value of Rs 2/- each)

247590

0.93

247590

0.93

6. Venkata Appa Rao Kotagiri (Director)
At the Beginning of the Year ( of face value of Rs 10/- each) 51435 1.09 51435 1.09
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016)
04 April 2016 to 11 April 2016 ( Market Purchase) 1349 0.03 52784 1.12
Conversion of Warrants into equity shares on preferential issue basis - 19/08/2015 30000 0.56 82784 1.56
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 82784 1.56 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 413920 1.56 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 413920 1.56
At the End of the Year ( of face value of Rs 2/- each) 413920 1.56 413920 1.56
7. Shyamsunder Rao Pillarisetty (Director)
At the Beginning of the Year ( of face value of Rs 10/- each) 480 0.01 480 0.01
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) - - 480 0.01
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 480 0.01
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 2400 0.01 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) 0 2400 0.01
At the End of the Year ( of face value of Rs 2/- each) 2400 0.01 2400 0.01
8. Suryaprakash Gulla (Director)
At the Beginning of the Year ( of face value of Rs 10/- each) 980 0.02 980 0.02
Increase/Decrease during the period (01st April 2015 to 18th Feb 2016) - - 980 0.02
No of Shares of Rs. 10/- each held as on record date i.e 18/02/2016 980 0.02 - -
No of Shares of Rs. 2/- each held as on record date i.e 18/02/2016 4900 0.02 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 4900 0.02
At the End of the Year (of face value of Rs. 2/- each)

4900

0.02

4900

0.02

9. Vasant kumar Roy Chintamaneni
At the Beginning of the Year (of face value of Rs 10/- each) - - - -
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) - - - -
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 - - - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 - - - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - - -
At the End of the Year ( of face value of Rs 2/- each) - - - -
10. Durgaprasad Sigatapu (Chief Financial Officer) (ceased to be CFO w.e.f 25-07-2015)
At the Beginning of the Year ( of face value of Rs 10/- each) 990 0.02 990 0.02
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) - - - -
Conversion of warrants into equity shares on preferential issue basis-19/08/2015 10000 0.18 10.990 0.20
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 10990 0.20 - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 54950 0.20 - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - 54950 0.20
At the End of the Year ( of face value of Rs 2/- each) 54950 0.20 54950 0.20
11. Satya Kishore Nadikatla(Chief Financial Officer)
Appointed as CFO on 26-10-2015
At the Beginning of the Year ( of face value of Rs 10/- each) - - - -
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) - - - -
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 - - - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 - - - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - - -
At the End of the Year ( of face value of Rs 2/- each) - - - -
12. Pooja Jain (Company Secretary)
Appointed as CS on 15-04-2015
At the Beginning of the Year .i.e. on 15-04-2015 ( of face value of Rs 10/- each) - - - -
Increase /Decrease during the period (01st April 2015 to 18th Feb 2016) - - - -
No of Shares of Rs 10/- each held as on record date i.e 18/02/2016 - - - -
No of Shares of Rs 2/- each held as on record date i.e 18/02/2016 - - - -
Increase /Decrease during the period (19th Feb 2016 to 31st March 2016) - - - -
At the End of the Year ( of face value of Rs 2/- each) - - - -

Note: During the year the Company at its extraordinary general meeting held on 03rdFebruary 2016 approved Sub-division of Equity Share of the Company having a face value ofRs. 10/- (Rupees ten only) each fully paid up into 5 (five) Equity Shares of Rs.2/-(Rupees two only) each fully paid. The Board of Directors of the Company at its meetingheld on 4th February 2016 fixed 18th February 2016 as record date for the purpose ofsub-division

V. Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 66927072 1262018 68189090
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 66927072 1262018 68189090
Change in Indebtedness during the financial year
i)Addition 76778534 _ 56382 76834916
ii)Reduction (60582872) _ (810000) (61392872)
Net Change
Indebtedness at the end of the financial year
i) Principal Amount 83122733 _ 508400 83631133
ii) Interest due but not paid - _ _
iii) Interest accrued but not due - _ _
Total (i+ii+iii) 83122733 - 508400 83631133

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Name of MD/WTD/Manager

Lakshmana Rao Janumahanti

Janumahanti Sudha Rani

A. Subramanyam
S.No Particulars of Remuneration (Managing Director) (Whole Time Director) (Promoter Director) P. Ve n kateswara Rao (Promoter Director) Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 3180000 4800000 " " 7980000
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 2433019 960000 - - 3393019
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961
2 Stock Option - - - - -
3 Sweat Equity - - - - -
4 Commission - - - - -
- as % of profit
- others specify...
5 Others please specify - - - - -
Total (A) 5613019 5760000 - - 11373019

 

Ceiling as per the Act The remuneration is as per the resolution passed in the postal ballot dated 13th April 2015 for Ms. J. Sudha Rani and as per central government approval for Mr. J. Lakshmana Rao.

B. Remuneration to other Directors:

S.No

Name of Directors

Total
Particulars of Remuneration

A. Subramanyam

P. Venkateswara Rao

Vasant kumar Roy Chintamaneni

Srinivas Madireddi Amount
1. Independent Directors
• Fee for attending board / committee meetings - - 10000 40000 -
• Commission - - - - -
• Others please specify - - - - -
Total (1) - - - - -
2. Other Non-Executive Directors
• Fee for attending board / committee meetings - - - - -
• Commission - - - - -
• Others please specify - - - - -
Total (2) - - - - -
Total (B) = (l)+(2) - - - - -
Total Managerial Remuneration - - - - -
Overall Ceiling as per the Act Not Applicable

 

S.No

Name of Directors

Total
Particulars of Remuneration

Venkata Appa Rao Kotagiri

Shyamsunder Rao Pillarisetty Suryaprakash Gulla Amount
1. Independent Directors
• Fee for attending board / committee meetings 50000 130000 50000 280000
• Commission - - - -
• Others please specify - - - -
Total (1)
2. Other Non-Executive Directors
• Fee for attending board / committee meetings -- -- --
• Commission - - - -
• Others please specify - - - -
Total (2) - - - -
Total (B) = (l)+(2) 280000
Total Remuneration 11653019

 

Overall Ceiling as per the Act The remuneration is as per the resolution passed in the postal ballot dated 13th April 2015 for Ms. 3. Sudha Rani and as per central government approval for Mr. 3. Lakshmana Rao.

C. Remuneration to key managerial personnel other than MD/MANAGER/WTD:

S.No Particulars of Remuneration CEO (1) Durgaprasad Sigatapu (Chief Financial Officer) 2) Satya Kishore N (Chief Financial Officer) 3) Pooja Jain (Company Secretary) Total
1
(a) Salary as per provisions contained in section 17(1) of the Income - tax Act 1961 316662 683775 172500 1172937
(b) Value of perquisites u/s 17(2) Income - tax Act 1961 - - - -
(0 Profits in lieu of salary under section 17(3) Income tax Act 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission
- as % of profit - - - -
- others specify...
5 Others please specify - - - -
Total 316662 683775 172500 1172937

Note: 1) Mr.Durga Prasad Sigatapu has resigned from the office of CFO w.e.f 25th July2015.

2) Mr. N.Satya Kishore was appointed as CFO w.e.f 26th October 2015.

3) Ms.Pooja Jain was appointed as Company Secretary w.e.f 15th April 2015.

PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
Penalty None
Punishment None
Compounding None
C. OTHER OFFICERS IN DEFAULT
Penalty None
Punishment None
Compounding None

Annexure - G

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies

(Accounts) Rules 2014)

The Form pertains to the disclosure of particulars of contracts/arrangements enteredinto by the company with related parties referred to in sub-section (1) of section 188 ofthe Companies Act 2013 including certain arm's length transactions under third provisothereto

1. Details of contracts or arrangements or transactions not at arm's length basis:There were no contracts or arrangements or transactions entered during the year ended 31March 2016 which were not at arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis:The details of material con tracts or arrangements at arm's length basis for the yearended 31 March 2016 are as follows:

SL. No. Particulars Details
a) Nameof the related party Crossroads Detailing Inc. USA
b) Nature of relationship Subsidiary
c) Nature of contracts/arrangements/transactions Sale of Services
d) Duration of the contracts arrangements/ transactions The transactions are ongoing and existing prior to commencement of the Companies Act 2013
e) Salient terms of the contracts or arrangements or transactions including the value if any: Services rendered for the year 2015-16 amounting to ' 1042.11 Lakhs
f) Date(s) of approval by the Board if any: The transactions are entered in the ordinary course of business and are at arm's length price basis. These are reported and approved by the Board and Audit Committee on 17th May 2016.
g) Amount paid as advances if any: NA
SL. No. Particulars Details
a) Name of the related party RMM Global Inc. USA
b) Nature of relationship Subsidiary
c) Nature of contracts/arrangements/transactions Sale of Services
d) Duration of the contracts arrangements/ transactions The transactions are ongoing and existing prior to commencement of the Companies Act 2013
e) Salient terms of the contracts or arrangements or transactions including the value if any: Services rendered for the year 2015-16 amounting to ' 2184.63 Lakhs
f) Date(s) of approval by the Board if any: The transactions are entered in the ordinary course of business and are at arm's length price basis. These are reported and approved by the Board and Audit Committee on 17th May 2016.
g) Amount paid as advances if any: NA

For M/s. Mold-Tek Technologies Limited

J.Lakshmana Rao

(Chairman & Managing Director)

(dIN:00649702)