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Mold-Tek Technologies Ltd.

BSE: 526263 Sector: Engineering
NSE: MOLDTECH ISIN Code: INE835B01035
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OPEN 36.00
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VOLUME 3428
52-Week high 57.50
52-Week low 29.60
P/E 9.63
Mkt Cap.(Rs cr) 101
Buy Price 35.70
Buy Qty 50.00
Sell Price 36.40
Sell Qty 55.00
OPEN 36.00
CLOSE 36.00
VOLUME 3428
52-Week high 57.50
52-Week low 29.60
P/E 9.63
Mkt Cap.(Rs cr) 101
Buy Price 35.70
Buy Qty 50.00
Sell Price 36.40
Sell Qty 55.00

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

Company director report

DEAR MEMBERS

Your Director's have pleasure in presenting the 35th Annual Report and theAudited Statement of Accounts for the year ended 31st March 2019.

FINANCIAL RESULTS:

The Company`s operating performance during the year ended 31st March 2019is summarized below.

(Rs. in Lakhs)

Standalone Consolidated
Particulars Year ended 31st March Year ended 31st March
2019 2018 2019 2018
Revenue from Operations 7826.94 6528.48 8937.89 7390.96
Other Income 174.88 17.14 174.95 20.26
Total Income 8001.82 6545.62 9112.84 7411.22
Profit before Interest Depreciation & Tax 2008.10 1004.21 2055.93 1029.61
Interest 35.35 32.08 35.35 32.09
Depreciation & Preliminary 352.79 327.00 368.96 336.45
Profit/(Loss) before Tax 1619.96 645.13 1651.62 661.07
Provision for tax 457.93 105.83 459.60 107.82
Profit/(Loss) after Tax 1162.03 539.30 1192.02 553.25
Profit/(Loss) brought forward from previous year 1183.15 873.83 1236.68 913.40
Add: Other Comprehensive Income (51.05) (28.06) (51.05) (28.06)
Profit available for appropriation 2294.13 1385.07 2377.65 1438.60
Appropriations
Dividends (including corporate dividend tax) (232.17) (98.23) (232.17) (98.23)
Transferred to General Reserve - (96.75) - (96.75)
Others - (6.94) - (6.94)
Balance Carried forward 2061.96 1183.15 2145.48 1236.68

OPERATIONS:

During the Financial Year 2018-19 the Company has achieved excellent growth inProfitability by 115.46% while Sales grew by 20.09% compared to last FY 2017-18 on aconsolidated basis. This was achieved through better productivity cost controls andforeign exchange gains due to Forward contracts executed by the Company.

On a Consolidated basis the Company achieved a consolidated Revenue of Rs. 8426.65Lakhs as against Rs. 7016.76 Lakhs achieved during 12 months of previous year reflectinga growth of 20.09% for FY 2018-19 as against 13.51% for FY 2017-18. On a Standalone basisthe Company achieved a standalone Revenue of Rs. 7315.70 Lakhs as against Rs. 6154.28Lakhs achieved during 12 months of previous year reflecting a growth of 18.87% for FY2018-19 as against 12.67% for FY 2017-18.

Civil Engineering Services (CES) grew from $ 8.73 million to $ 10.18 million by 16.61%and the Mechanical Engineering Services (MES) grew from $ 1.39 million to $ 1.71 millionby 23.02%.

FUTURE OUTLOOK: Structural Steel Services:

The Workflow in Structural Steel Division is moderate in the first few months of the FY2019-20. However the Company is adding more new clients to increase the overall sales.Repeat orders are being received from old clients proving our improved quality and projectexecution.

Mechanical Engineering Services:

Company could get major orders from Tier-1 Auto companies in Europe due to widening ofour Services in Mechanical Engineering from 2D 3D drawings to Design concepts andSimulation services. The order sizes started increasing and Company hopes to double itssales during the next FY 2019-20. Our Senior Vice President of MechanicalEngineering Services has been relocated in Germany on work permit basis and a Wholly OwnedGmbH Subsidiary Company is being established in Germany to cater better services and buildbetter relations. This will enable ease of deploying more resources at client locations inEurope to improve delivery client satisfaction and in turn more volume of business forour Offshore Services. With the entry into SPM & Automation Engineering &Simulation services our Mechanical team is expected to perform well in the next Financialyear 2019-20.

CHANGE IN THE NATURE OF BUSINESS:

No change in the nature of Business.

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:

As on 31st March 2019 the company has "Mold-Tek Technologies Inc"as its Subsidiary. The financial position of the said company is given in the notes toconsolidated Financial statements. The Highlights of the performance of subsidiary is asfollows:

Particulars Mold-Tek Technologies Inc
(Amount in `)
Total Income 737239765/-
Total COGS 618301655/-
Gross profit 118938110/-
Total Expenses 116912096/-
Net ordinary Income 2026014/-
Current Tax 167088/-
Deferred Tax Liability NIL
Profit after Tax 1858926/-

The audited accounts of the subsidiary company is 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 theCompanies Act 2013 a statement containing salient features of financial statements ofsubsidiary in Form AOC 1 is attached in

Annexure-A

CONSOLIDATED FINANCIAL STATEMENTS (CFS):

The Consolidated Financial Statements of your Company for the financial year 2018-19are prepared in compliance with applicable provisions of the Companies Act 2013 read withthe Rules issued thereunder applicable Accounting Standards and the provisions of SEBI(LODR) Regulations 2015 (hereinafter referred to as the "Listing Regulations").The consolidated financial statements have been prepared on the basis of audited financialstatements of your Company its subsidiary 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 subsidiary.

Pursuant to provisions of section 129(3) of the Companies Act 2013 a statementcontaining salient features of the financial statements of the Company's subsidiary isattached to the financial statements of the Company.

DIVIDEND:

Your Directors have recommended a final dividend of Rs. 0.60/- per equity share @30% ofpaid up equity share of face value of ` 2/- each in addition to interim dividend of Rs.0.80/- (40%) hitherto declared making a total of Rs. 1.40/- (70%) per equity share(previous year Rs. 0.70/- per equity share @35% of paid up equity share of Rs. 2/- each)for the financial year ended 31st March 2018.The final dividend ifapproved will be paid to those members whose names appear in Register of Members as on 23rdSeptember 2019. In respect of shares held in dematerialized form it will be paid tomembers whose names are furnished by National Securities Depository Limited and CentralDepository Services (India) Limited as beneficial owners as on that date. This will entailan outflow of ` 201.42 Lakhs(Inclusive of dividend 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 dividend.

SHARE CAPITAL AND CONSEQUENT CHANGES AUTHORISED SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31st March 2019 stands atRs. 130000000/- (Rupees Thirteen Crores only) divided into 65000000 (Six CroresFifty Lakhs) Equity Shares of Rs. 2/- (Rupees Two Only) each. During the year there hasbeen no change in the Authorised Share Capital of the Company.

PAID UP SHARE CAPITAL:

The paid up equity share capital of the company was `55692656/- divided into27846328 equity shares of face value of Rs. 2/- each as on 31st March 2019.

The Board of Directors in the meeting held on 29th May 2018 allotted118295 equity shares of face value of Rs. 2/- each at a price of Rs. 12.20/- [comprisingnominal value of `2/- and premium of Rs. 10.20/- each] to its employees who have exercisedthe option vested on them under the Mold-Tek Technologies Employees Stock Option Scheme2009.

The Board of Directors in the meeting held on 09th November 2018 allotted283721 equity shares of face value of Rs. 2/- each at a price of Rs. 14.60/- [comprisingnominal value of Rs. 2/- and premium of Rs. 12.60/- each] to its employees who haveexercised the option vested on them under the Mold-Tek Technologies Employees Stock OptionScheme 2015.

Post allotment the paid up share capital of the company has been increased to Rs.55692656/- divided into 27846328 equity share of face value of Rs. 2/- each as on31st March 2019.

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 (LODR Regulations) 2015. In the opinion of the Board they fulfil theconditions of independence as specified in the Companies Act 2013 and the Rules madethere 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 Companies Act 2013 Mrs. JSudha Rani Whole-time Director of the Company is liable to retire by rotation and iseligible for re-appointment.

Dr. K Venkata Appa Rao (DIN: 01741020) Dr. Surya Prakash Gulla (DIN: 02891694) and Mr.Vasant Kumar Roy Chintamaneni (DIN: 01102102) were appointed as an independent directorsat the 30th Annual General Meeting (AGM) held on 29th September2014 for a period of five years. Based on the recommendation of the Nomination andRemuneration Committee their re-appointment for a second term of five years isproposed at the 35th AGM for the approval of the Members by way of specialresolution.

Pursuant to the provisions of regulation 36 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Secretarial Standard 2 on General Meetingsissued by ICSI brief particulars of the directors proposed to be appointed/ re-appointedare provided as an annexure to the notice convening the AGM.

Mr. Bharat Reddy has resigned from the position of Company Secretary and ComplianceOfficer of the company with effect from 26th March 2019 and the same has beenapproved and taken on record by the board of directors at its meeting held on 27thMarch 2019.

Ms. Sakshi Garg was appointed as Company Secretary and Compliance Officer of thecompany with effect from 27th March 2019 in the Board Meeting held on 27thMarch 2019.

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 2009MTTL ESOS-2015 and MTTL ESOS-2016 for granting stock options to the employees of itscompany in accordance with the Securities Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999 and Securities Exchange Boardof India (Share Based employee benefits) Regulations 2014.

There have been no Changes in the Scheme. Disclosures pursuant to Regulation 14 of theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014are enclosed as Annexure - B to this report.

The Annexure – B is also available on website of the company atwww.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.

STATEMENT ON COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

It is hereby stated that the Company has duly complied with applicable SecretarialStandards for the year 2018-19

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 C.

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) 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 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 2018-19.

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. inthe preparation of the annual accounts the applicable accounting standards have beenfollowed and that there are no material departures; ii. they have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the Company for that period;iii. they have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; iv. they haveprepared the annual accounts on a going concern basis; v. they have laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and are operating effectively; vi. they have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand 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 1 Executive Director 2 Non Executive Promoter Directors and 1 independentDirector chaired by Mr. J. Lakshmana Rao. The composition of the Corporate SocialResponsibility Committee meets the requirements of Section 135 of the Companies Act 2013.The Board of Directors based on the recommendations of the Committee formulated a CSRPolicy. The requisite details on CSR activities pursuant to Section 135 of the CompaniesAct 2013 and as per Annexure attached to the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 are annexed as Annexure D 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 2018-19 the Company has not received anycomplaints which fall within the scope of this policy. The policy is available on websiteof the company at http://moldtekengineering.com/investor.html

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. Anandam & Co. Chartered Accountants (Firm Registration Number 000125S) wereappointed as the Statutory Auditors by the Members of the Company at the 33rdAnnual General Meeting (AGM) to hold office from the conclusion of the 33rd AGMuntil the conclusion of the 38th AGM of the Company (subject to ratification bythe Members at every subsequent AGM) in accordance with the provisions of the Act. Thefirst year of audit was of the financial statements for the year ending 31stMarch 2018 which included the Audit of the quarterly financial statements for the year.Accordingly the appointment of M/s. Anandam & Co. Chartered Accountants is beingplaced before the shareholders for ratification till the conclusion of the 38thAGM i.e. up to the financial year ending as on 31st March 2022.

Notes to Accounts and Auditors Report

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.

(2) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed Mr. Ashish Kumar Gaggar a Company Secretary in Practice toundertake the Secretarial Audit of the Company for the year ended 31st March2019. The Secretarial Audit Report is annexed as Annexure E.

(3) The Secretarial Audit Report for the financial year ended 31stMarch 2019 do not contain any qualification reservation adverse remark or disclaimer

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign 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 F

PARTICULARS OF REMUNERATION

The information required under Section 197 (12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as Annexure G.

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 Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in form MGT-9 isannexed as Annexure H.

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 underSEBI (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 ManagingDirector forms part of the Corporate Governance 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.

FRAUD REPORTING

In the terms of provision of Section 134(3) (ca) of the Companies Act 2013 during theyear under review there was no case of offense of fraud detected by the Auditors undersub section (12) of section 143.

MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under subsection (1) of section 148 of the Companies Act 2013 for the products/services of thecompany.

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
J. Lakshmana Rao
(Chairman & Managing Director)
DIN:00649702
Place : Hyderabad
Dated : 31st August 2019

Annexure-A

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 of subsidiaries orassociate companies or joint ventures Part A : Subsidiaries

(Information in respect of each subsidiary to be presented with amounts ` in Lakhs)

S.no. Particular Details
1. Name of the subsidiary Mold-Tek Technologies Inc
2. The date since when subsidiary was Acquisition 12th February 2009
3. Exchange Rate/reporting Currency (as on the last date of the relevant Financial year) $ & Exchange rate taken as ` 69.17 per $
4. Reporting period for the subsidiary concerned if different from the holding company's reporting period. NA
5. Share capital 34.30
6. Reserves and surplus 83.47
7. Total assets 1592.47
8. Total Liabilities 1474.70
9. Investments 0
10. Turnover 7372.40
11. Profit before taxation 20.26
12. Provision for taxation 1.67
13. Profit after taxation 18.59
14. Proposed Dividend NIL
15. Extent of shareholding (in percentage) 100%

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations

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

Annexure B

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 1- Mold-Tek Technologies Employees Stock Options Scheme -2009 Scheme 2- MTTL– Employees Stock Options Scheme – 2015 Scheme 3- MTTL – Employees StockOptions Scheme – 2016 Details of the Scheme

Description Year ended 31st March 2019 Year ended 31st March 2019 Year ended 31st March 2019
Scheme 1 Scheme 2 Scheme 3
1. Date of shareholders 30th September 2009 13th April 2015 19th September 2016
2. Total number of options approved under ESOS 1000000 1500000 1000000
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 Commences at the expiry of one year 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 forthe 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. Exercise price for the purpose of the grant of options shall be the price as reduced up to 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 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 7 Years
6. Source of shares (primary secondary or combination) Primary Primary Primary
7. Variation of terms of options Nil Nil Nil
8. Method used to account for ESOS Intrinsic Intrinsic Intrinsic

Details of ESOS during the financial year:

Description Year ended 31st March 2019 Year ended 31st March 2019 Year ended 31st March 2019
Scheme-1 Scheme-2 Scheme-3
1. Number of options outstanding at the beginning of the year (Out of Scheme– 1- 1000000 shares – Scheme – 2 –1500000 Shares) 118295 304812 -
2. Number of options granted during the year - - -
3. Number of options forfeited/lapsed during the year* - 21091 -
4. Number of options vested during the year 118295 304813 -
5. Number of options exercised during the year 118295 283721 -
6. Number of shares arising as a result of exercise of options 118295 283721 -
7. Amount realized by exercise of options (`) 1443199 4142339 -
8. Loan repaid by the Trust during the year from exercise price received - - -
9. Number of options outstanding at the end of the year (out of total number of options approved under ESOS) - - -
10. Number of options exercisable at the end of the year (out of total number of options approved under ESOS) - - -
11. Weighted-average exercise Rs. 12.20/- Rs. 14.60/- -
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: 3rd August 2015)] Rs. 21.61/- Rs. 27.22/- -
13. Employee wise details of options granted to Key managerial personnel - - -
- - -
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 KVV Prasad Raju KVV Prasad Raju -
8.45% 9.52%
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 - - -

Annexure C 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.)

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's lengthbasis:

There were no contracts or arrangements or transactions entered during the year ended31st March 2019 which were not at arm's length Basis

2. Details of contracts or arrangements or transactions at Arm's length basis:

Particulars Details
a) Name (s) of the related party & nature of relationship Mold-Tek Technologies Inc. USA
b) Nature of contracts/arrangements/transaction Sale of Services
c) Duration of the contracts/arrangements/ transaction The transactions are ongoing and existing prior to commencement of the Companies Act 2013
d) Salient terms of the contracts or arrangements or transaction including the value if any Services rendered for the year 2018-19 amounting to Rs. 6051.41 Lakhs
e) Date of approval by the Board 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 2nd May 2019
f) Amount paid as advances if any NA

Annexure -F

[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

Installation of Solar Plant in the Company to save the Electricity. Replaced theconventional and HPSV/HPMP lamps with the LED lamps.

(B) Technology absorption-

Specific Areas in which R&D was carried out by the Company Nil Benefits derived asa result of the above Nil

Future plan of Action Company is in the process of taking appropriate measures in thisregard Expenditure on R&D Nil

(C) Foreign exchange earnings and Outgo-

2018-19 2017-18
FOB value of exports
KPO Division 7240.35 6092.71
Foreign Exchange Earnings 6921.75 6170.34
Foreign Exchange Outgo 23.38 12.04

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 G

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 2018-2019;

Name of the Director Remuneration Median remuneration Ratio to median
(in Rs) (inRs.) remuneration
Executive Directors
**J. Lakshmana Rao 5920924 480000 12.34:1
J. Sudha Rani 8064000 480000 16.80:1
Non-Executive Directors
A.Subramanyam - - -
P. Venkateswara Rao - - -
Dr.K.V.Appa Rao - - -
Dr. Surya Prakash Gulla - - -
Vasant Kumar Roy - - -
T.N Dhanraj - - -
J. Bhujanga Rao - - -
Ramakrishna Bonagiri - - -

** 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. 211.52/- Lakhs pursuant to approval of the Members accorded at the 18thAnnual General Meeting of Mold-Tek Packaging Limited held on 28th September2015 and 31st Annual General Meeting of Mold-Tek Technologies Limited held on28th September 2015.

b. Percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary in the financial year 2018-2019

Name Designation Increase %
J. Lakshmana Rao Chairman & Managing Director 8.40%
J. Sudha Rani Whole- Time Director 12%
A. Subramanyam Non-Executive Promoter Director -
P. Venkateswara Rao Non-Executive Promoter Director -
J Bhujanga Rao Non-Executive Promoter Director -
Dr.K.V.Appa Rao Independent Director -
Dr. Surya Prakash Gulla Independent Director -
C.Vasanth Kumar Roy Independent Director -
Dhanraj Triumala Independent Director -
Ramakrishna Bonagiri Independent Director -
N. Satya Kishore Chief Financial Officer 13.39%
Bharat Reddy Company Secretary (From 17th November 2017 to 26th March 2019) NIL
Sakshi Garg Company Secretary (From 27th March 2019 to 31st March 2019) NIL

c. Percentage increase in the median remuneration of employees in the financial year2018-19:- 5.96 %

d. Number of permanent employees on the rolls of the Company as on 31st March2019:-868

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 15.07%over the previous financial year. The aggregate remuneration for KMPs grew by 10.99% 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 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 Rs. 102 Lakhs perannum.

Details of the names of the top ten employees in terms of remuneration drawn as on 31stMarch 2019

S.No Employee Name Designation Qualification Age DOJ (DD. MM.YR) Remuneration (in `) Experience Particulars of Last Employment
1. J Laxman Rao Chairman & Man- aging Director Bachelor's degree in civil engineering & Post graduate diploma in Management from the Indian Institute of Management Bangalore 60 04.07.1985 5920924 36 Founder of Mold-Tek Group Chairman & Managing Director of Mold-Tek Technologies Limited & Mold-Tek Packaging Limited.
2 J Sudha Rani Whole Time Director B.Sc 54 01.10.2008 8064000 14 -
3 Kishore Nellutla Sr Vice President - Business Development & Delivery - Me- chanical EMBA 49 04.05.2016 4950000 23 Godrej Infotech
4 A. Durga Sundeep Vice President B.Tech from REC Kurukshetra & M.B.A. (Purdue) (USA) 35 08.04.2013 3257768 12 Satyam Computers
5 G.Pradeep Executive Vice President BE in CIVIL 39 01.01.2010 3133284 18 H & R Steel Detailing Private Limited
6 N.Madhu General Manager - SDS2 Detailing M.E in Structures 41 17.02.2012 2723692 16 BSD Structural Engg Private Limited
7 Pagudoji Srinivas General Manager BE Civil 40 05.05.2014 2674440 16 Structures 18 HYD
8 Muttam Nethaji Prasad General Manager - SDS2 Detailing B-Tech 36 19.02.2007 2535896 17 Sajal Engineering Consultancy
9 George Var- ghese General Manager KGCE (Civil Deploma) 56 17.04.2017 2530008 30 Bechtel India PVT LTD
10 PSN Vamsi Prasad Assistant Vice President BE-Mech from Vasavi Engg college Hyde & MBA (Symbiosis Pune) 35 05.06.2018 2416707 13 Microsoft

J. Lakshmana Rao Chairman & Managing Director is drawing salary from two companies- M/s. Mold-Tek Packaging Limited and M/s. Mold-Tek Technologies Limited aggregating toRs. 211.52/- Lakhs pursuant to approval of the Members accorded at the 18th AnnualGeneral Meeting of Mold-Tek Packaging Limited held on 28th September 2015 and 31st AnnualGeneral Meeting of Mold-Tek Technologies Limited held on 28th September 2015