MoldTek Packaging AR 2015

TABLE OF CONTENTS
Chairmans Message
Our Management
Latest Innovation
Proposed Plant in RAK
Corporate Information
Five Year Performance Review
Notice of AGM
Directors Report
Design & production Capricorn, Hyderabad
1
2
3
4
5
6
7
22
Management Discussion & Analysis

Report on Corporate Governance
Independent Auditors Report
Balance Sheet
Statement of Profit and Loss
Cash Flow Statement
Notes forming part of the Financial Statements
Proxy Form
Attendance Slip
46
49
62
66
67
68
69
89
91
Mold-Tek Packaging Annual Report 2015
BOARD OF DIRECTORS
WORKS
J. Lakshmana Rao, Chairman & Managing Director

A. Subramanyam, Deputy Managing Director
P. Venkateswara Rao, Deputy Managing Director
Unit - I
Annaram Village,
Near Air Force Academy,
Jinnaram Mandal,
Medak District,
Telangana
J. Mytraeyi, Non-Executive Promoter Director

P. Shyam Sunder Rao, Non-Executive Independent Director
Dr. T. Venkateswara Rao, Non-Executive Independent Director
Unit - II
Survey No.164/Part,
Dommarapochampally Village,
Quthbullapur Mandal,
Ranga Reddy District,
Telangana
Vasu Prakash Chitturi, Non-Executive Independent Director

Dr. N.V.N. Varma, Non-Executive Independent Director
CHIEF FINANCIAL OFFICER

A. Seshu Kumari
COMPANY SECRETARY
Priyanka Rajora
STATUTORY AUDITORS
Praturi & Sriram
Chartered Accountants
201, Sapthagiri Residency
1-10-98/A, Chikoti Gardens
Begumpet,
Hyderabad - 5000 016
COST AUDITORS
A.S. Rao & Co.
Cost Accountants
1-2-19/5, Street No.2,
Kakatiya Nagar, Habsiguda,
Hyderabad - 500 007
INTERNAL AUDITORS
GMK Associates
607, Raghava Ratna Towers
Chirag Ali Lane,
Hyderabad - 500 001
SECRETARIAL AUDITORS
P. Vijaya Bhaskar & Associates
Practicing Company Secretaries
H. No. 6-3-596/90
Naveen Nagar, Road No.1
Banjara Hills,
Hyderabad - 500 034
LEGAL ADVISOR
M. Radhakrishna Murthy, Advocate
Vidya Nagar, Hyderabad
BANKERS
Citibank N.A.
Yes Bank Limited
ICICI Bank Limited
HSBC Bank
REGISTERED OFFICE
Plot # 700, Road No. 36, Jubilee Hills,
Hyderabad - 500 033, Telangana
Phone : +91 40 4030 0300
Fax
: +91 40 4030 0328
E-mail : ir@moldtekindia.com
cs@moldtekindia.com
Unit - III
Survey No.160-A, 161-1, & 161-5,
Kund Falla, Behind Hotel Hilltop,
Near Coastal Highway,
Bhimpore, Nani Daman,
Daman - 396 210
Unit - IV
Survey No.79,
Alinagar, Jinnaram Mandal,
Medak District,
Telangana
Unit - V
Survey No.110/1A1, 110/1A2,
Street No.1, Onnalvadi,
Hosur, Krishnagiri District,
Tamilnadu - 635 125
Unit - VI
Survey No.586 to 589/Part,
Dundigal Village, Near SGS Ashram,
Quthbullapur Mandal,
Ranga Reddy District,
Telangana
Unit - VII
GAT No.656,
Khandala - Lonand Road,
Mhavashi (Village),
Dhawad Wadi, Khandala
Satara District - 412 802
Maharashtra
CIN: L21022TG1997PLC026542 | Website: www.moldtekgroup.com
Five years performance review

` Lakhs
2014-15
2013-14
2012-13
2011-12
2010-11
318,66
283,93
212,99
190,49
163,06
Growth rate (%)
12.23
33.31
11.82
16.82
25.53
Less: Excise duty
33,63
30,21
22,66
17,43
14,66
80
51
31
26
77
285,83
254,24
190,64
174,56
150,44
12.43
33.36
9.21
16.03
24.16
185,37
168,27
124,60
116,38
98,59
% to Net income
64.85
66.19
65.36
66.67
65.53
Overheads
59,69
55,94
45,74
35,59
31,27
% to Net income
20.88
22.00
23.99
20.39
20.78
EBIDTA
40,77
30,03
20,30
21,34
19,32
% to Net income
Gross income from operations
Other income
NET INCOME
Growth rate (%)
Material cost
14.26
11.81
10.65
12.23
12.84
Depreciation
8,23
6,95
5,46
4,41
4,33
Interest & finance expenses
7,25
8,40
5,80
3,80
2,91
25,29
14,68
9,04
13,13
12,08
% to Net income
8.85
5.77
4.74
7.52
8.03
Taxes
8,47
4,82
3,03
3,65
3,98
16,82
9,86
6,01
9,48
8,10
5.88
3.88
3.15
5.43
5.38
(5)
79
23
15
PBT
PAT
% to Net income
Prior period adjustments/extrodinary item
NET PROFIT
16,87
9,07
5,78
9,33
8,00
% to Net income
5.90
3.57
3.03
5.32
5.32
Growth rate (%)
86.00
56.92
(38.06)
16.59
8.79
40
30
20
50
50
6,64
3,96
2,62
6,52
5,11
13,84
11,28
11,25
11,22
8,00
Reserves & surplus
101,82
41,22
37,84
35,10
20,92
NETWORTH
115,66
52,50
49,10
46,32
28,91
74,32
74,53
72,87
57,68
40,20
Total assets
169,31
165,60
144,91
121,62
92,35
Market capitalization
294,65
45,12
40,97
65,06
38,46
14.4
8.05
5.14
10.33
10.01
206.51
225.45
169.40
156.35
188.17
Book value per share (`)
83.57
46.54
43.63
41.30
36.16
Dividend payout ratio
39.36
43.66
45.33
69.85
63.88
0.13:1
1.25:1
1.35:1
1.11:1
1.33:1
Equity dividend (%)

Dividend payout (including tax)
Share capital
Net fixed assets
KEY INDICATORS
Earnings per share
(After prior period adjustments) (`)
Turnover per share (`)
Debt:Equity ratio
Notice
NOTICE is hereby given that the 18th Annual General
Meeting of the Members of Mold-Tek Packaging Limited will
be held on Monday, 28th day of September, 2015 at 10.30
a.m. at Best Western Jubilee Ridge, Plot No. 38 & 39, Kavuri
Hills, Road No.36, Jubilee Hills, Hyderabad 500 033,
to transact the following business:
ORDINARY BUSINESS
1.
To receive, consider and adopt the audited financial

statements for the financial year ended 31st March,
2015, and the Report of the Directors and Auditors
thereon.
2.
To confirm the payment of interim dividend and to

declare final dividend on equity shares for the financial
year ended 31st March, 2015.
3.
To appoint a director in place of J. Mytraeyi, Director

(DIN: 01770112), who retires by rotation and being
eligible, offers herself for re-appointment.
4.
To ratify appointment of Auditors and fix their

remuneration and in this regard to consider and if
thought fit, to pass, with or without modification(s),
the following resolution as an Ordinary Resolution:
RESOLVED THAT pursuant to the provisions of Sections
139, 142 and other applicable provisions, if any, of
the Companies Act, 2013 and the Rules framed there
under, the appointment of M/s. Praturi & Sriram,
Chartered Accountants, Hyderabad (ICAI Firm
Registration No. 002739S), as Auditors of the Company,
by resolution passed at the 17th Annual General
Meeting of the Company, to hold office from the
conclusion of the 17th Annual General Meeting until
the conclusion of the 20th Annual General Meeting,
be and is hereby ratified for the balance term and
accordingly they continue to hold office from the
conclusion of the 18th Annual General Meeting until
the conclusion of the 20th Annual General Meeting and
the Board of Directors be and are hereby authorized
to fix their remuneration, in accordance with the
recommendation of the Audit Committee, in
consultation with the Auditors.
passed by the Members of the Company at the 16th

Annual General Meeting held on 30th September, 2013
and subject to the approval of Central Government, if
required, and pursuant to the provisions of Sections
196, 197, 198, 203 and other applicable provisions, if
any, of the Companies Act, 2013 read with Schedule V
of the said Act (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force),
consent of the Company, be and is hereby accorded
towards the increase/revision of remuneration to J.
Lakshmana Rao, Chairman & Managing Director (DIN:
00649702) of the Company to `9,10,000 - 90,000 1,00,000 - 11,00,000 per month with effect from 1st
April, 2016 to 31st March, 2019, as may be determined
by Board of Directors from time to time subject to all
applicable laws, rules & regulations, in the following
manner to be drawn either from Mold-Tek Technologies
Limited or partly from Mold-Tek Packaging Limited and
the balance from Mold-Tek Technologies Limited:
a.
The Company shall pay to J. Lakshmana Rao, in

consideration of the performance of his duties, a
salary of `9,10,000 - 90,000 - 1,00,000 - 11,00,000
per month with effect from 1st April, 2016 to 31st
March, 2019 to be drawn either from Mold-Tek
Technologies Limited or partly from Mold-Tek
Packaging Limited and the balance from MoldTek Technologies Limited.
b.
To consider and, if thought fit, to pass, with or without

modifications, the following resolution as a Special
Resolution:
RESOLVED THAT in modification to the resolution
Perquisites & allowances

In addition to the above salary, J. Lakshmana Rao
shall be entitled to perquisites and allowances
like accommodation (furnished or otherwise) or
house rent allowances in lieu thereof,
reimbursement of expenses or allowance for gas,
electricity, water, furnishing etc., medical
reimbursement, leave travel allowances, club fee,
and such other perquisites and allowances under
the Companys rules. The total cost of the
aforesaid perquisites, allowances and other
benefits (including rent/HRA) shall be restricted
to 40% of the salary per month.
SPECIAL BUSINESS
5.
Salary
c.
Other benefits
In addition to the above salary and perquisites,
J. Lakshmana Rao shall be entitled to the
following annual benefits which shall not be
including salary, perquisites and any other allowances

shall be governed and be subject to the conditions
and ceiling provided under the provisions of Section II
of Part II of Schedule V to the Companies Act, 2013 or
such other limits as may be prescribed by the
Government from time to time as minimum
included in the computation of the ceiling of

remuneration specified in paragraph (a) and (b)
above:
i.
ii.
Provident and superannuation fund: The

Companys contribution to the provident
fund, superannuation fund or annuity fund
to the extent these either singly or put
together are not taxable under the Income
Tax Act. The said contribution will not be
included in the computation of the ceiling
on remuneration.
remuneration.
RESOLVED FURTHER THAT the Board of Directors of
the Company be and is hereby authorized to do all
such acts, deeds, matters and things as in its absolute
discretion, it may consider necessary, expedient or
desirable, and to settle any question, or doubt that
may arise in relation thereto in order to give effect to
Gratuity: Gratuity payable shall not exceed

one half months salary for each completed
year of service and will not be included in
the computation of the ceiling on
remuneration.
the foregoing resolution, or as may be otherwise

considered by it to be in the best interest of the
Company.
iii. Leave encashment: Encashment of leave at

the end of the tenure in accordance with
the rules of the Company.
iv.
Provision of car and telephone: J. Lakshmana

Rao shall be entitled to a motor car for use
on Companys business and telephone at
residence, however use of car for private
purpose and personal long distance calls on
telephone shall be billed by the Company to
J. Lakshmana Rao.
d.
Commission: In addition to the salary and

perquisites as above, J. Lakshmana Rao shall be
entitled to commission at the rate of 1.50% of
the net profits of the Company as per the
provisions of the Companies Act, 2013.
e.
J. Lakshmana Rao shall be entitled to

reimbursement of entertainment expenses,
traveling, boarding and lodging expenses actually
and properly incurred for the business of the
Company.
f.
He will not be eligible for any sitting fees of

the Companys Board/Committee Meetings.
RESOLVED FURTHER THAT notwithstanding anything

contained herein above, where, during the term of
employment of J. Lakshmana Rao, if in any financial
year, the Company has no profits or its profits are
inadequate, unless otherwise approved by any
statutory authority, as may be required, the
remuneration payable to J. Lakshmana Rao,
RESOLVED FURTHER THAT the Board of Directors be

and is hereby authorized to alter and vary such revised
terms and conditions in accordance with the laws from
time to time in force and to alter and vary such terms
and conditions as may be approved by the Central
Government without being required to seek the further
approval of Members within the limits as prescribed
above and any action taken by the Board in this regard
be and is hereby ratified and approved.
6.

Resolution:
any of the Companies Act, 2013 read with Schedule V
towards the increase/revision of remuneration to A.
Subramanyam, Deputy Managing Director (DIN:
00654046) of the Company to `8,70,000 - 87,000 96,000 - 10,53,000 per month with effect from 1st
April, 2016 to 31st March, 2019, as may be determined
by Board of Directors from time to time subject to all
manner:
a.
Salary
The Company shall pay to A. Subramanyam, in
consideration of the performance of his duties a
salary of `8,70,000 - 87,000 - 96,000 - 10,53,000
March, 2019.
b.
d.

perquisites as above, A. Subramanyam shall be
entitled to commission at the rate of 1% of the
net profits of the Company as per the provisions
of the Companies Act, 2013.
e.
A. Subramanyam shall be entitled to

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

Companys Board/Committee Meetings.

In addition to the above salary, A. Subramanyam
shall be entitled to perquisites and allowances
like accommodation (furnished or otherwise) or
house rent allowances in lieu thereof,
reimbursement of expenses or allowance for gas,
electricity, water, furnishing etc., medical
c.
for private purpose and personal long

distance calls on telephone shall be billed
by the Company to A. Subramanyam.
Other benefits
A. Subramanyam shall be entitled to the following
annual benefits which shall not be included in
the computation of the ceiling of remuneration
specified in paragraph (a) and (b) above:
i.
ii.

on remuneration.
year of services and will not be included in
remuneration.

iv.
Provision of car and telephone:

A. Subramanyam shall be entitled to a motor
car for use on Companys business and
telephone at residence, however use of car

employment of A. Subramanyam, if in any financial
Statutory Authority, as may be required, the
remuneration payable to A. Subramanyam, including
salary, perquisites and any other allowances shall be
governed and be subject to the conditions and ceiling
provided under the provisions of Section II of Part II of
Schedule V to the Companies Act, 2013 or such other
limits as may be prescribed by the Government from
time to time as minimum remuneration.
Company.
7.
following annual benefits which shall not be

included in the computation of the ceiling of
remuneration specified in paragraph (a) and (b)
above:

Resolution:
any, of the Companies Act, 2013 read with Schedule V
towards the increase/revision of remuneration to
P. Venkateswara Rao, Deputy Managing Director (DIN:
01254851) of the Company to `5,30,000 - 53,000 58,000 - 6,41,000 per month with effect from 1st April,
2016 to 31st March, 2019, as may be determined by
Board of Directors from time to time subject to all
manner:
a.
c.

P. Venkateswara Rao shall be entitled to the
10

year of services and will not be included in
remuneration.
Provision of car and telephone:

P. Venkateswara Rao shall be entitled to a
motor car for use on Companys business and
telephone at residence; however, use of car
for private purpose and personal long
distance calls on telephone shall be billed
by the Company to P. Venkateswara Rao.
d.

perquisites as above, P. Venkateswara Rao shall
be entitled to commission at the rate of 0.50% of
the net profits of the Company computed in the
manner laid down under Section 198 of the
Companies Act, 2013.
e.
P. Venkateswara Rao shall be entitled to

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

the Companys Board/Committee Meetings.
Other benefits
ii.
iv.
Salary
In addition to the above salary, P. Venkateswara

Rao, shall be entitled to perquisites and
allowances like accommodation (furnished or
otherwise) or house rent allowances in lieu
thereof, reimbursement of expenses or allowance
for gas, electricity, water, furnishing etc., medical

on remuneration.

The Company shall pay to P. Venkateswara Rao,

in consideration of the performance of his duties,
a salary of `5,30,000 - 53,000 - 58,000 - 6,41,000
March, 2019.
b.
i.

employment of P. Venkateswara Rao, if in any financial

statutory authority, as may be required, the
remuneration payable to P. Venkateswara Rao including
salary, perquisites and any other allowances shall be
governed and be subject to the conditions and ceiling
provided under the provisions of Section II of Part II of
Schedule V to the Companies Act, 2013 or such other
limits as may be prescribed by the Government from
time to time as minimum remuneration.
Company.
8.

Resolution:
RESOLVED THAT pursuant to the provisions of Section
14 and all other applicable provisions of the Companies
Act, 2013 and the Rules made there under including
any statutory modifications(s) or re-enactment
thereof, for the time being in force, the draft form of
the regulations contained in the Articles of Association
submitted to this meeting, be and are hereby approved
and adopted in substitution and to the entire exclusion
of the regulations contained in the existing Articles of
Association of the Company.
RESOLVED FURTHER THAT any of the Directors of the
Company be and is hereby severally authorized to do
all such acts, deeds and things and to take all such
steps as may be necessary for the purpose of giving
effect to this resolution.
By Order of the Board
for MOLD-TEK PACKAGING LIMITED
J. LAKSHMANA RAO
Chairman & Managing Director
DIN: 00649702
Hyderabad
31st August, 2015
11
NOTES
1.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

MEETING IS ENTITLED TO APPOINT A PROXY TO
ATTEND, AND, ON A POLL, TO VOTE INSTEAD OF
HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A
MEMBER OF THE COMPANY. THE PROXY IN ORDER TO
BE EFFECTIVE SHOULD BE DULY STAMPED,
COMPLETED AND SIGNED AND MUST BE DEPOSITED
AT THE REGISTERED OFFICE OF THE COMPANY NOT
LESS THAN 48 HOURS BEFORE THE TIME FOR
HOLDING THE AFORESAID MEETING.
order of names will be entitled to vote.

6.
Members who hold shares in dematerialized form are

requested to write their Client ID and DP ID numbers
and those who hold shares in physical form are
requested to write their Folio Number(s) in the
Attendance Slip for attending the meeting.
7.
Register of Members and Share Transfer Books of the

Company will remain closed from 22nd September,
2015 to 28th September, 2015 (both days inclusive)
for the purpose of payment of dividend. The dividend
declared at the Annual General Meeting will be paid
to the Members whose names appear in the Register
of Members of the Company at the end of the business
hours on 21st September, 2015 and in respect of shares
held in electronic form to those Deemed Members
whose names appear in the Statement of Beneficial
Ownership furnished by National Securities Depository
Limited (NSDL) and the Central Depository Services
(India) Limited (CDSL).
8.
Members are requested to notify change of address, if

any, with Pincode to the Company or to its Registrar
and Share Transfer Agent quoting reference of their
folio number and in case their shares are held in
dematerialized form, this information should be passed
on to their respective Depository Participants.
9.
Members intending to seek clarifications at the Annual

General Meeting concerning the accounts and any
aspect of operations of the Company are requested to
send their questions in writing to the Secretarial and
Investor Relation Department so as to reach the
Company at least 7 days in advance before the date of
the Annual General Meeting, specifying the point(s).
A person can act as proxy on behalf of members not

exceeding fifty and holding in the aggregate not more
than ten per cent of the total share capital of the
Company carrying voting rights. A member holding
more than ten percent, of the total share capital of
the Company carrying voting rights may appoint a
single person as proxy and such person shall not act as
proxy for any other person or shareholder.
2.
During the period beginning 24 hours before the time

fixed for the commencement of the meeting and
ending with the conclusion of the meeting, Members
would be entitled to inspect the proxies lodged, at
any time during the business hours of the Company,
provided not less than 3 days written notice is given
to the Company.
3.
The Explanatory Statement pursuant to Section 102

of the Companies Act, 2013 in respect of Items 5 to 8
is annexed.
4.
In terms Articles of Association of the Company, J.

Mytraeyi (DIN: 01770112), Director of the Company,
retires by rotation at the ensuing Annual General
Meeting and being eligible offers herself for reappointment. Information about the Director as
stipulated under Clause 49 of Listing Agreement is
contained in the statement annexed hereto. The Board
of Directors of the Company recommends the
re-appointment of J. Mytraeyi as Director.
5.
12
Members/proxies should bring the enclosed Attendance

Slip duly filled in for attending the meeting along with
the copy of the Annual Report. Corporate members
intending to send their authorized representatives to
attend the meeting are requested to send a certified
copy of Board Resolution authorizing their
representatives to attend and vote on their behalf in
the meeting. In case of joint holders attending the
Meeting, only such joint holder who is higher in the
10. Individual Members can avail the facility of making

nomination of their holding. The nominee shall be the
person in whom all rights of transfer and/or amount
payable in respect of shares shall vest in the event of
the death of the Member and the joint-holder(s), if
any. A minor can be nominee provided the name of
the guardian is given in the nomination form. Nonindividuals including society, trust, body corporate,
partnership firm, karta of Hindu undivided family,
holder of power of attorney cannot nominate. For
further details in this regard Members may contact
M/s. XL Softech Systems Limited, 3, Sagar Society, Road
No. 2, Banjara Hills, Hyderabad - 500 034, the Registrar
and Share Transfer Agent of the Company.
documents/annual reports, etc. to the Members

through E-mail, wherever the E-mail addresses are
available; and through other modes of services where
E-mail addresses have not been registered.
Accordingly, Members are requested to support this
initiative by registering their E-mail addresses in
respect of shares held in dematerialized form with
their respective depository participants and in
respect of shares held in physical form with the
Companys Registrar and Transfer Agent, M/s. XL
Softech Systems Limited.
11. Securities and Exchange Board of India (SEBI) has issued

a circular clarifying that it shall be mandatory for the
transferee(s) to furnish copy of Permanent Account
Number (PAN) card to the Company/Registrar and
Transfer Agent of the Company for registration of
transfer of shares in the physical mode. Members may
please take a note of the same.
12. Members are requested to note that as per Section
205A of the Companies Act,1956 dividend not encashed
or claimed within seven years from the date of transfer
to the Companys unpaid dividend account, will be
transferred to the Investor Education and Protection
Fund established under Section 205C of the said Act.
Members who have not yet encashed the dividend
warrant(s) for the year 2007-08 to 2014-15 are
requested to forward their claims to the Companys
Registrar and Share Transfer Agents. It may be noted
that once the unclaimed dividend is transferred to the
Investor Education and Protection Fund as above, no
claim shall lie with the Company in respect of such
amount.
13. Register of Directors and Key Managerial Personnel and
their shareholding maintained under Section 170 of
Companies Act, 2013 and Register of Contracts or
arrangements in which Directors are interested
maintained under Section 189 of the Companies Act,
2013 will be available for inspection by the Members
at the Annual General Meeting.
14. The certificate from the auditors of the Company
certifying that the Companys Stock Option Schemes
are being implemented in accordance with the SEBI
(Employees Stock Option Scheme and Employees Stock
Purchase Scheme) Guidelines, 1999, as amended, and
in accordance with the resolutions of the Members
passed at the general meetings, will be available for
inspection by the Members at the AGM.
15. The Ministry of Corporate Affairs, Government of India
(vide its Circular Nos. 17/2011 and 18/2011 dated 21st
April, 2011 and 29th April, 2011 respectively), has
undertaken a Green Initiative in Corporate
Governance by allowing paperless compliances and
recognizing delivery of notices/documents/annual
reports, etc. to the Members through electronic
medium. Further, pursuant to Sections 101 and 136 of
the Companies Act, 2013 read with relevant rules made
thereunder, companies can serve annual report and
other communications through electronic medium. In
view of the above, the Company will send notices/
Voting through electronic means

1.
In compliance with provisions of Section 108 of the

Act and Rule 20 of the Companies (Management and
Administration) Rules, 2014 and Clause 35B of the
Listing Agreement, the Company is providing E-voting
facility as an alternative mode of voting which will
enable the Members to cast their votes electronically.
2.
Necessary arrangements have been made by the

Company with Central Depository Services (India)
Limited (CDSL) to facilitate E-voting. The detailed
process, instructions and manner for availing E-voting
facility is annexed to the Notice.
3.
Mr. Ashish Gaggar, Practicing Company Secretary

(Membership No. FCS 6687) has been appointed as the
Scrutinizer to scrutinize the voting and remote E-voting
process in a fair and transparent manner.
4.
Members who have cast their vote by remote E-voting

prior to the meeting may also attend the meeting but
shall not be entitled to cast their vote again.
5.
Members can opt for only one mode of voting i.e. either
by E-voting or poll paper. In case Members cast their
votes through both the modes, voting done by E-voting
shall prevail and votes cast through poll paper shall
be treated as invalid.
6.
The E-voting period commences on 25th September,

2015 at 9.00 a.m. and ends on 27th September, 2015
at 5:00 p.m. During this period, Members holding
shares either in physical form or demat form, as on
21st September, 2015, i.e. cut-off date, may cast
their vote electronically. The E-voting module shall
be disabled for voting thereafter. Once the vote on a
resolution is cast by the Member, he/she shall not be
allowed to change it subsequently or cast vote again.
7.
The voting rights of Members shall be in proportion to

their shares in the paid up equity share capital of the
13
Company as on cut-off date. A person, whose names is

recorded in the Register of Members or in the Register
of Beneficial Owners maintained by the depositories
as on cut-off date i.e. 21st September, 2015 only shall
be entitled to avail facility of remote E-voting and
poll process at the venue of the meeting.
8.
9.
Any person, who acquires shares of the Company and

becomes a member of the Company after dispatch of
the Notice and holding shares as on cut-off date, may
cast vote after following the instructions for E-voting
as provided in the Notice convening the meeting, which
is available on the website of the Company and CDSL.
However, if you are already registered with CDSL for
remote E-voting, you can use your existing User ID
and password for casting your vote.
The Scrutinizer shall, immediately after the conclusion
of voting at the meeting, would count the votes cast
at the meeting, thereafter unblock the votes cast
through remote E-voting in the presence of at least
two witnesses not in the employment of the Company
and make, not later than three days of conclusion of
the meeting, a consolidated Scrutinizers Report of
the total votes cast in favor or against, if any, to the
Chairman, who shall countersign the same.
c.
v.
Next enter the image verification as displayed and

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

on to www.evotingindia.com and voted on an earlier
voting of any company, then your existing password is
to be used.
vii. If you are a first time user, follow the steps given
below:
For Members holding shares in
demat form and physical form
PAN
10. The results declared along with the Scrutinizers Report

shall be placed on the Companys website
www.moldtekgroup.com and on the website of CDSL
www.cdslindia.com immediately after the result is
declared. The Company shall simultaneously forward
the results to BSE Limited and National Stock Exchange
of India, where the equity shares of the Company are
listed.
Instructions for members for voting electronically

are as under:
i.
ii.
The voting period begins on 25th September, 2015 at

9.00 a.m. and ends on 27th September, 2015 at 5:00
p.m. During this period, Members of the Company
holding shares either in physical form or in
dematerialized form, as on the cut-off date of 21st
September, 2015, may cast their vote electronically.
The E-voting module shall be disabled by CDSL for
voting thereafter.
The Members should log on to the E-voting website.
iii. Click on Shareholders.

iv.
14
Now enter your User ID

a.
For CDSL: 16 digits beneficiary ID;
b.
For NSDL: 8 Character DP ID followed by 8

digits Client ID;
Members holding shares in physical form should

enter Folio Number registered with the
Company.
Enter your 10 digit alpha-numeric PAN

issued by Income Tax Department
(Applicable for both demat shareholders
as well as physical shareholders)
Members who have not updated their

PAN with the Company/depository
participant are requested to use the
sequence number which is printed on
postal ballot/attendance slip
indicated in the PAN field.
In case the sequence number is less

than 8 digits, enter the applicable
number of 0s before the number after
the first two characters of the name
in CAPITAL letters.
Example: If your name is Ramesh
Kumar with sequence number 1 then
enter RA00000001 in the PAN field.
DOB
Enter the date of birth as recorded in your

demat account or in the Company records
for the said demat account or folio in
dd/mm/yyyy format.
Dividend Enter the dividend bank details as

bank
recorded in your demat account or in the
details
Company records for the said demat
account or folio.
Please enter the DOB or dividend bank

details in order to login. If the details
are not recorded with the depository
or Company, please enter the member
ID/folio number in the dividend bank
details field as mentioned in
instruction (iv).
viii. After entering these details appropriately, click on

SUBMIT tab.
ix.
Members holding shares in physical form will then

directly reach the Company selection screen. However,
Members holding shares in demat form will now reach
Password Creation menu where in they are required
to mandatorily enter their login password in the new
password field. Kindly note that this password is to be
also used by the demat holders for voting for
resolutions of any other Company on which they are
eligible to vote, provided that Company opts for Evoting through CDSL platform. It is strongly
recommended not to share your password with any
other person and take utmost care to keep your
password confidential.
x.
For Members holding shares in physical form, the

details can be used only for E-voting on the resolutions
contained in this Notice.
xi.
Click on the EVSN for the relevant resolution of

Mold-Tek Packaging Limited on which you choose to
vote.
xii. On the voting page, you will see RESOLUTION

DESCRIPTION and against the same the option YES/
NO for voting. Select the option YES or NO as desired.
The option YES implies that you assent to the
Resolution and option NO implies that you dissent to
the Resolution.
xiii. Click on the RESOLUTIONS FILE LINK if you wish to
view the entire Resolution details.
xiv. After selecting the resolution you have decided to vote
on, click SUBMIT. A confirmation box will be
displayed. If you wish to confirm your vote, click OK,
else to change your vote, click CANCEL and
accordingly modify your vote.
xv. Once you CONFIRM your vote on the resolution, you
will not be allowed to modify your vote.
xvi. You can also take out print of the voting done by you by
clicking Click here to print option on the voting page.
xvii. If Demat account holder has forgotten the same
password then Enter the User ID and the image
verification code and click Forgot Password & enter
the details as prompted by the system.
xviii. Note for non-individual shareholders and custodians:
Non-individual shareholders (i.e. other than

individuals, HUF, NRI etc.) and custodian are
required to log on to and register themselves as
corporates.
A scanned copy of the Registration Form bearing

the stamp and sign of the entity should be emailed
to helpdesk.evoting@cdslindia.com.
After receiving the login details a compliance user

should be created using the admin login and
password. The compliance user would be able to
link the account(s) for which they wish to vote
on.
The list of accounts should be mailed to

helpdesk.evoting@cdslindia.com and on approval
of the accounts they would be able to cast their
vote.
A scanned copy of the board resolution and power

of attorney (POA) which they have issued in favour
of the custodian, if any, should be uploaded in
PDF format in the system for the scrutinizer to
verify the same.
xix. In case you have any queries or issues regarding

E-voting, you may refer the Frequently Asked
Questions (FAQs) and E-voting manual available
at under help section or write an Email to
helpdesk.evoting@cdslindia.com.
15
Explanatory statement pursuant to the provisions of Section 102 of the Companies Act, 2013
Item 5
J. Lakshmana Rao was re-appointed as Chairman and
Managing Director of the Company for a period of 5 years
from 1st April, 2014 up to 31st March, 2019 at the 16th
Annual General Meeting held on 30th September, 2013.
Remuneration of J. Lakshmana Rao was revised with effect
from 1st October, 2013, subject to approval of central
government, and the Members of the Company approved
the revision in remuneration at the 16th Annual General
Meeting held on 30th September, 2013 and the revision in
remuneration was approved by the Members of Mold-Tek
Technologies Limited at its 29th Annual General Meeting
held on 20th September, 2013. The remuneration was
proposed to be paid either from Mold-Tek Packaging Limited
or from Mold-Tek Technologies Limited or partly from MoldTek Packaging Limited and the remaining from Mold-Tek
Technologies Limited.
Further, the Central Government vide its letters (letter
dated 18th March, 2014 to Mold-Tek Technologies Limited
and to Mold-Tek Packaging Limited) approved the payment
of remuneration to J. Lakshmana Rao up to 30th September,
2016 to be paid either from Mold-Tek Packaging Limited or
from Mold-Tek Technologies Limited or partly from MoldTek Packaging Limited and remaining from Mold-Tek
Technologies Limited.
Members may be aware that there has been substantial
increase in overall growth and volume of business of the
Company. In view of the increased volume of business, the
duties and responsibilities of Managing Directors have also
increased manifold and therefore the Board of Directors
and Nomination and Remuneration Committee at its
meeting held on 31st August, 2015 reviewed the
remuneration payable to J. Lakshmana Rao from 1st April,
2016 to 31st March, 2019, keeping in view the objectivity
of remuneration package payable to executives while
striking a balance between the interest of the Company
and the shareholders.
As per the provisions of Sections 196, 197, 198, 203 and
Schedule V of the Companies Act, 2013 approval of the
Members of the Company is required for revised
remuneration payable to the Managing Director. Further as
the remuneration proposed exceeds the limits prescribed
under Schedule V, approval of central government i.e.
Ministry of Corporate Affairs is required. Hence, the
resolution is placed before you for approval.
The General Information as required pursuant to Clause
1(B)( iv) of Section II of Part II of Schedule V of the
16
Companies Act, 2013 is contained in the statement annexed

hereto.
The Board recommends the Resolution for approval of the
Members.
Except J. Lakshmana Rao, Chairman & Managing Director,
A. Subramanyam, Deputy Managing Director, J. Mytraeyi,
Non-Executive Director, A. Seshu Kumari, Chief Financial
Officer and their relatives, none of the Directors and Key
Managerial Personnel of the Company and their relatives
are concerned or interested in the Resolution as set out in
Item 5 of the accompanying Notice.
Item 6
A. Subramanyam was re-appointed as Deputy Managing
Director for a period of 5 years with effect from 1st April,
2014 and the Members of the Company approved his
re-appointment at the 16th Annual General Meeting held
on 30th September, 2013.
Remuneration of A. Subramanyam was revised with effect
from 1st October, 2013, subject to the approval of central
government, and the Members of the Company approved
the revision in remuneration at the 16th Annual General
Meeting held on 30th September, 2013.
Further, the central government vide its letter dated 31st
March, 2014 approved the payment of remuneration to
A. Subramanyam upto 30th September, 2016.
duties and responsibilities of Deputy Managing Directors
have also increased manifold and therefore the Board of
Directors and Nomination and Remuneration Committee at
its meeting held on 31st August, 2015 reviewed the
remuneration payable to A. Subramanyam from 1st April,
2016 to 31st March, 2019, keeping in view the objectivity
of remuneration package payable to executives while
striking a balance between the interest of the Company
and the shareholders.
Members of the Company is required for re-appointment
and revised remuneration payable to the Deputy Managing
Director. Further, as the remuneration proposed exceeds
the limits prescribed under Schedule V, approval of central
government i.e. Ministry of Corporate Affairs is required.
Hence, the resolution is placed before you for approval.
The General Information as required pursuant to Clause

1(B)( iv) of Section II of Part II of Schedule V of the
Companies Act, 2013 is contained in the statement annexed
hereto.
Members.
Except J. Lakshmana Rao, Chairman & Managing Director,
A. Subramanyam, Deputy Managing Director, J. Mytraeyi,
Non-Executive Director, A. Seshu Kumari, Chief Financial
Officer and their relatives, none of the Directors and Key
Managerial Personnel of the Company and their relatives
are concerned or interested in the Resolution as set out in
Item 6 of the accompanying Notice.

Members.
Except P. Venkateswara Rao and his relatives, none of the
Directors and Key Managerial Personnel of the Company
and their relatives is concerned or interested in the
Resolution as set out in Item 7 of the accompanying Notice.
Item 8
The Articles of Association (AoA) of the Company as
presently in force are based on the Companies Act, 1956
and several regulations in the existing AoA contain
references to specific sections of the Companies Act, 1956
and some regulations in the existing AoA are no longer in
conformity with the Companies Act, 2013 (the Act).
Item 7
The Members of the Company at the 17th Annual General
Meeting held on 30th September, 2014 approved the revision
in remuneration payable to P. Venkateswara Rao from 1st
September, 2014 to 31st March, 2016.
duties and responsibilities of Managing Directors have also
increased manifold and therefore the Board of Directors
and Nomination and Remuneration Committee at its
meeting held on 31st August, 2015 subject to the approval
of Members at general meeting, approved the revision in
remuneration payable to P. Venkateswara Rao from 1st April,
2016 to 31st March, 2019. The proposed revision is keeping
in view the objectivity of remuneration package payable
to executives while striking a balance between the interest
of the Company and the shareholders.
As per the provisions of Section II Part II Schedule V of the
Companies Act 2013, where in any financial year during
the currency of tenure of a managerial person, a company
has no profits or its profits are inadequate, it may, without
central government approval, pay remuneration to the
managerial person not exceeding the limits as specified in
the schedule. The proposed remuneration payable to P.
Venkateswara Rao is within the said limits and hence no
central government approval is required.
Substantive sections of the Act which deals with the general

working of companies stand notified. With the coming into
force of the Act, several regulations of the existing AoA of
the Company require alteration or deletions in several
articles. Given this position, it is considered expedient to
wholly replace the existing AoA by a new set of Articles.
The new AoA to be substituted in place of the existing AoA
are based on Table F of the Act which sets out the model
articles of association for a company limited by shares.
A copy of the proposed set of new AoA of the Company
would be available for inspection at the Registered Office
of the Company during the business hours on any working
day, up to the date of the Annual General Meeting and during
the Annual General Meeting
As per Section 14 of the Act, approval of the Members of
the Company by way of a Special Resolution is required for
alteration of Articles of Association of the Company.
None of the directors or KMP or relatives of Directors and
KMP are in any way concerned with or interested financially
or otherwise in the Resolution at Item 8 of the accompanying
notice.
The Board recommends the Resolution at Item 8 to be passed
as a Special Resolution.
By Order of the Board
for MOLD-TEK PACKAGING LIMITED

Members of the Company by way of special resolution is
required for revised remuneration payable to the P.
Venkateswara Rao. Hence, the special resolution is placed
before you for approval.
The General Information as required pursuant to Section II
of Part II of Schedule V of the Companies Act, 2013 is
contained in the statement annexed hereto.
J. LAKSHMANA RAO
DIN: 00649702
Hyderabad
31st August, 2015
17
Additional information on appointment or re-appointment and/or fixation of remuneration of Directors

including Managing Director or Executive Director or Whole-time Director or of Manager or variation of the
terms of remuneration (under SS-2 Secretarial Standard on General Meeting)
Name
J. Lakshmana Rao
A. Subramanyam
P. Venkateswara Rao
Date of birth
19th April, 1959
8th July, 1954
18th January, 1957
Date of first appointment
1st April, 2007
1st April, 2007
1st April, 2007
Experience, terms and conditions of

appointment or re-appointment along
with details of remuneration sought
to be paid and the remuneration last
drawn by such person
Necessary disclosures made in the resolutions and under the head

Statement pursuant to the provisions of Clause (B) of Section II of Part II
of Schedule V to the Companies Act, 2013 with respect to Items 5, 6 & 7.
Relationship with other Directors,

Manager and other Key Managerial
Personnel of the company
Necessary disclosures made under the head Statement pursuant to the

provisions of Clause (B) of Section II of Part II of Schedule V to the
Companies Act, 2013 with respect to Items 5, 6 & 7.
Number of meetings of the Board

attended during the year
Necessary details are provided in the Report on Corporate Governance.
Names of the companies in which

holds directorship
Mold-Tek Technologies
Limited
Limited
Limited
Names of the companies in which hold

membership/chairmanship of committees
Limited
Limited
Limited
18
Annexure
Additional information on directors seeking appointment/re-appointment in the Annual General Meeting (under
Clause 49(VIII)(E)(1) of the Listing Agreement
Name of the Director
J. Mytraeyi
Date of birth
29th October, 1934
Date of appointment
27th August, 2008
Relationship with other Directors
J. Lakshmana Rao (Son), A. Subramanyam

(Son-in-law/Daughters husband)
Expertise in specific functional area
Qualification
B.Sc.
Names of companies in which holds the directorship
Nil
Names of companies in which holds the membership

of committees of the board
Nil
No of shares held in the Company as on 31st March, 2015
29,520
Statement pursuant to the provisions of Clause (B) of Section II of Part II of Schedule V to the Companies Act, 2013
with respect to Items 5, 6 & 7
The particulars required to be disclosed in the Explanatory Statement in accordance with provisions of Clause (B) of
Section II of Part II of Schedule V of the Companies Act, 2013, are given below:
GENERAL INFORMATION
1.
Nature of industry: Manufacturing of plastic containers, pet bottles and blow molding
2.
Year of commencement of commercial production: 1997
3.
In case of new companies, expected date of commencement of activities as per project approved by financial
institutions appearing in the prospectus: Not applicable
4.
Financial performance
Particulars
2014-15
2013-14
2012-13
318,66
283,93
212,99
Net profit before interest, depreciation & tax
40,77
30,03
20,30
Net profit as per Statement of Profit and Loss
16,87
9,07
5,78
6,64
396
2,62
40%
30%
20%
Turnover
Amount of dividend
Rate of dividend declared
5.
` Lakhs
Foreign investments or collaborations, if any: Nil
19
INFORMATION PURSUANT TO REVISION OF REMUNERATION

1.
Background details
P. Venkateswara Rao is the Deputy Managing Director

of the Company. He holds a bachelors degree in arts
J. Lakshmana Rao is the Chairman and Managing
from Osmania University. He has over 27 years of work
Director of the Company. He holds a bachelors degree
experience. He was awarded with Pride of India Award
in civil engineering from Sri Venkateswara University,
for outstanding individual achievements and
Tirupati, Andhra Pradesh which he cleared in first class
distinguished service to the nation and a Gold Medal
with distinction. He also holds a post graduate diploma
for Excellence from Citizens Integration Peace Society.
in management from Indian Institute of Management,
He looks after the commercial and marketing aspects
Bangalore, specializing in marketing and finance areas.
of our business.
He promoted Mold-Tek in 1985-86 with an overall

project cost of `55 lakhs. He has over 30 years of work
2.
Past remuneration
experience. Under his leadership, Mold-Tek went for
J. Lakshmana Rao: `37.20 lakhs for the financial year
a public issue in 1993 and is listed on BSE & NSE. The
ended 31st March, 2015 from Mold-Tek Packaging
Company, has grown over the period to become a
Limited and `65.66 lakhs for the financial year ended
leader in pail packaging industry in India with revenue
31st March, 2015 from Mold-Tek Technologies Limited.
of over `318 crore in the financial year 2014-15.
A. Subramanyam: `100.20 lakhs for the financial year

ended 31st March, 2015 from Mold-Tek Packaging
A. Subramanyam, Deputy Managing Director of the
Limited.
Company obtained his bachelors degree from Regional

Engineering College, Suratkal in 1979. He worked in
P. Venkateswara Rao: `70.87 lakhs for the financial
Nizam Sugar Limited & ACC Limited for a period of
year ended 31st March, 2015 from Mold-Tek Packaging
three years in fabrication and plant management. He
Limited.
then joined a commercial tool room as a Works Manager
3.
and was responsible for manufacturing many precision
Nil
tools including moulds. He completed short term

course in mould design and manufacturing from Central
Recognition or awards
4.
Institute of Plastic Engineering & Technology, (CIPET)
Job profile and suitability

J. Lakshmana Rao looks after entire corporate affairs.
Chennai. In 1986, he promoted Mold-Tek along with J.
A. Subramanyam looks after production, planning and
Lakshmana Rao. He manages the overall functioning
control of manufacturing activities. His expertise is in
of all the plants and in-house tool room which plays a
overseeing CNC programming and machine and mould
vital role in developing products for our rigid packaging
manufacturing activities.
business. With three decades of experience, the
P. Venkateswara Rao looks after all commercial and
Deputy Managing Director is also responsible for in-
marketing activities of Company. He is conversant with
house research and development division and in-house
all aspects of the management and the affairs of the
tool-room for designing and development of new
Company.
products, also holding few patent designed packaging

products. He has developed robots in-house and
20
5.
Remuneration proposed
introduced IML with robotic technology, which gives
It is proposed to pay a maximum remuneration to them
the Company a platform to develop IML products for
on the terms and conditions detailed in the resolution
the first time in India.
referred above.
6.
Comparative remuneration profile with respect to

industry, size of the company, profile of the position
and person:
Other Information
1.
Increase in transportation cost, power and fuel
Compared to the remuneration profile of position and

person with respect to this industry and size, they are
entitled to the proposed remuneration.
7.
Pecuniary relationship directly or indirectly with the

Company, or relationship with the managerial
personnel, if any:
cost, export duties, etc. has resulted in

inadequate profits.
2.
Steps taken or proposed to be taken for

improvement
The Company is yet to set up plant in Dubai and
Except the remuneration drawn by them from the

Company, they do not have any pecuniary relationship,
directly or indirectly with the Company.
J. Lakshmana Rao is related to A. Subramanyam,
Deputy Managing Director, J. Mytraeyi, Non-Executive
Director and A. Seshu Kumari, Chief Financial Officer.
Reasons for inadequate profits
meet the overseas requirements which will

increase our productivity, growth in sales and
increased profitability.
3.
Expected increase in productivity and profits

in measurable terms
A. Subramanyam is related to J. Lakshmana Rao,

Chairman & Managing Director, J. Mytraeyi, Non-
Recently, Mold-Tek has launched 15 litre
Executive Director and A. Seshu Kumari, Chief Financial
decoration which will have huge market potential
Officer.
of over `1,000 crore.
containers for edible oil packing with IML
21
Directors Report
Dear Members,
Your Directors have pleasure in presenting their report on
the business and operations of the Company for the year
ended 31st March 2015.
FINANCIAL RESULTS
The Companys operating performance during the year
ended 31st March 2015 is summarized below:
` Lakhs
Year ended
Particulars
Sales
Other income
Total income
Profit before interest,
depreciation & tax
31st March, 31st March,

2015
2014
318,66
283,93
80
51
319,46
284,44
40,77
30,03
Interest
7,25
8,40
Depreciation
8,23
6,95
25,29
14,68
Profit before tax &

extra-ordinary items
Prior period adjustments &
extra-ordinary items
Provision for current tax
Provision for deferred tax
Net profit
Profit brought forward from
previous years
Previous year excess dividend
provision reversal
Adjustment of deferred tax
before demerger
Depreciation as per
Companies Act, 2013
Profit available for
appropriation
(5)
79
8,42
4,36
46
16,87
9,07
8,25
6,29
(1)
(88)
65
(2,44)
24,23
13,57
Transferred to general reserve
(2,53)
(1,36)
Proposed dividend
(5,54)
(3,38)
Corporate dividend tax
(1,11)
(58)
Balance carried forward
15,05
Appropriation
8,25
OPERATIONS
During the financial year, the raw material prices were very
volatile, because of steep reduction in crude oil prices. Your
company has shown improved performance in terms of both
revenue and EBIDTA. Your Company has achieved a total
22
revenue of `318,66 lakhs (`283,93 lakhs in the previous

year) registering an increase of 12.23% growth over the
previous year. The operating profit (EBIDTA) increased by
35.8%, from `30,03 lakhs to `40,77 lakhs. The Company
has recorded a Net Profit of `16,87 lakhs as against the
profit of `9,07 lakhs for 2013-14. The EPS on weighted
average equity has increased from `8.05 in the financial
year 2013-14 to `14.40 in the financial year 2014-15, leading
to an increase of 78.96%.
The financial year 2014-15 has been a very successful and
important year for the Company. Your Company has
successfully completed its issue of shares through QIP and
raised funds worth `55.01 crore and allotted 24,98,350
equity shares at a price of `220.17 (including `210.17
towards the premium), which has resulted in increase of
paid up capital to `13,84,05,260. Canara Robeco Mutual
Fund, SBI Mutual Funds, Principal Trustee Company Private
Limited and DSP Blackrock and others have participated in
the QIP. Another important milestone was reached with
listing of the Companys shares on the NSE on 19th February,
2015.
FUTURE OUTLOOK
Your Company has developed 'Square pail' with IML
decoration for the first time in India. Through this
innovative product range, Mold-Tek is entering into `1000
crore edible oil packaging segment thereby expanding its
arena of operations beyond its traditional paint and lube
industry. This pack has many user friendly features and
offers excellent after-use benefits to the ultimate clients.
Your Company has received positive response from leading
edible oil companies such as ConAgra Foods, Ghodawat
Foods, Allana Group and Adani Wilmar. Trial orders are being
executed for 15 litre packs and new samples of 5 litre packs
were submitted for clients approval. These 5 & 15 litre
edible oil pack sales should pick up from third quarter and
the Companys capacities are being expanded in all its three
major plants - Hyderabad, Daman and Satara to cater to
the expected demand from this new segment.
Your Company is moving into high value added IML decorated
containers for not only its traditional blue chip clients in
paint and lube industry but also for food and FMCG
industries, where IML is proved to be the best option for
hygienic and food safety standard packaging. Your Company
has been expanding continuously and adding capacities in
India. Company is also planning to set up a manufacturing
plant abroad, in RAK-UAE. An application has been

submitted to Ras Al Khaimah Free Trade Zone Authority Government of Ras Al Khaimah, UAE for the same.
Recently, your Company has been awarded a 5-year 100%
supply contract from M/s. Shell India Markets Private
Limited with 11 of its major brands shifting to IML
decoration. This further proves the Companys credentials
as most preferred and quality supplier in Indian rigid
packaging.
Steep fall in raw material prices may dampen absolute
revenue numbers as we have monthly raw material
adjustment policy with almost all clients. However,
increased sale of high value added IML products and better
capacity utilization of all the IML facilities may result in
improved profitability.
Reduced raw material prices enable the Company to offer
new products like edible oil packs at competitive prices to
penetrate and replace traditional tin and blow molded
packs.
MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the
financial position of the Company have occurred between
the end of the financial year to which the financial
statements relate and the date of this Directors Report.
DIVIDEND
Your Directors have recommended a final dividend of `2
per equity share @20% of equity share capital in addition
to interim dividend of `2.00 (20%) hitherto declared making
a total of `4.00 (40%) per equity share (Previous year: `3.00
per equity share @30%) for the financial year ended 31st
March 2015. The final dividend, if approved, will be paid
to those Members whose names appear in Register of
Members as on 21st September, 2015. In respect of shares
held in dematerialized form, it will be paid to Members
whose names are furnished by National Securities Depository
Limited and Central Depository Services (India) Limited as
beneficial owners as on that date. This will entail an outflow
of `6,64.31 lakhs (inclusive of dividend tax).
The dividend payout for the year under review has been
formulated keeping in view your Companys need for capital
for its growth plans and the intent to finance such plans
through internal accruals to the optimum.
Equity shares that may be allotted on or before the Book
Closure will rank pari passu with the existing shares and
will be entitled to receive the dividend.
TRANSFER TO RESERVE
The Directors propose to transfer a sum of `2,53 lakhs (15%
of the net profit) to general reserve out of the profits earned
by the Company.
AUTHORISED SHARE CAPITAL
The authorized share capital of the Company has increased
from `13,50,00,000 to `14,50,00,000 pursuant to the
resolution passed by the Members of the Company in the
Extra-ordinary General Meeting held on 24th December,
2014.
PAID UP SHARE CAPITAL
The paid up share capital of the Company was `11,27,72,760
as on 31st March 2014, which has increased to `13,84,05,260
as on 31st March, 2015.
Break-up of increase in paid-up share capital of the
Company:
Type of
issue/
allotment
ESOP*
Date of
allotment
Addition to
the capital
(`)
Total
capital
(`)
13th June, 2014
2,51,000
11,30,23,760
ESOP*
25th July, 2014
3,98,000
11,34,21,760
QIP**
3rd February, 2015 2,49,83,500
13,84,05,260
ESOP*
(After 31st
9th April, 2015
March, 2015)
50,000
13,84,55,260
* Board of Directors have allotted, the equity shares of

`10 each at a price of `26 (comprising nominal value of
`10 and premium of `16 each) to its employees who have
exercised the option vested on them under the MTPL
Employees Stock Option Scheme.
** The Company has successfully completed its issue of
shares through QIP and raised funds worth `55.01 crore
and allotted 24,98,350 equity shares at a price of `220.17
(including `210.17 as premium) which has resulted in
increase of paid-up capital to `13,84,05,260.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 form part of the notes to
the financial statements provided in this Annual Report.
DEPOSITS
The Company has neither accepted nor renewed any
deposits from public within the meaning of Section 73 of
the Companies Act, 2013 read with Companies (Acceptance
of Deposits) Rules, 2014 during the year under review.
23
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
SCHEME OF ARRANGEMENT
The Companys internal audit systems are geared towards

ensuring adequate internal controls commensurate with the
size and needs of the business, with the objective of
efficient conduct of operations through adherence to the
Companys policies, identifying areas of improvement,
evaluating the reliability of financial statements, ensuring
compliances with applicable laws and regulations and
safeguarding of assets from unauthorized use.
In terms of the Scheme of Arrangement, your Company has

created a trust and transferred its shares to the trust so
formed.
Details of the internal controls system are given in the

Management Discussion and Analysis Report, which forms
part of the Directors Report.
DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL
At the Annual General Meeting of the Company held on
30th September, 2014, the Members had approved the
appointment of T. Venkateswara Rao, P. Shyam Sunder Rao,
Dr. N. V. N. Varma and Vasu Prakash Chitturi as Independent
Directors for a term of five years.
All the Independent Directors have given declarations that
they meet the criteria of independence as laid down under
Section 149(6) of the Act and Clause 49 of the Listing
Agreement entered into with the stock exchanges. In the
opinion of the Board, they fulfill the conditions of
independence as specified in the Act and the Rules made
there under and are independent of the management.
During the year, Priyanka Rajora has been appointed as
Company Secretary & Compliance Officer with effect from
3rd January, 2015 and A. Seshu Kumari has been
re-appointed as Chief Financial Officer.
In accordance with the provisions of Section 152 of the
Act, J. Mytraeyi , Director of the Company is liable to retire
by rotation and is eligible for re-appointment.
Apart from above, there have been no changes in Directors
and Key Managerial Personnel.
GOVERNANCE GUIDELINES
The Company has adopted Governance Guidelines for Board,
Independent Director, Key Managerial Personnel and senior
managerial personnel. The Governance Guidelines cover
aspects related to role of the board diversity, definition of
independence, code of conduct, moral, ethics and principles
to be followed.
NOMINATION, REMUNERATION AND PERFORMANCE
EVALUATION POLICY
The requisite details as required by Sections 134(3)(e),
Section 178(3) & (4) and Clause 49 of the Listing Agreement
is provided in the Report on Corporate Governance.
24
EMPLOYEE STOCK OPTION SCHEME

The Company has in operation Mold-Tek Packaging
Employees Stock Option Scheme 2009 for granting stock
options to the employees of the Company, in accordance
with the Securities Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999.
There have been no changes in the Scheme.
Disclosures pursuant to Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014 is in Annexure A to this report.
The Scheme is available on the website of the Company at
www.moldtekgroup.com - Mold-Tek Packaging Limited Investors.
TRANSACTIONS WITH RELATED PARTIES
All Related Party Transactions that were entered into during
the financial year were on an arms length basis, in the
ordinary course of business and were in compliance with
the applicable provisions of the Companies Act, 2013 (the
Act) and the Listing Agreement. There were no materially
significant related party transactions made by the company
during the year that would have required shareholder
approval under Clause 49 of the Listing Agreement.
All related party transactions are placed before the Audit
Committee for approval. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are
repetitive in nature. A statement of all related party
transactions is placed before the Audit Committee for its
review on a quarterly basis, specifying the nature, value
and terms and conditions of the transactions.
The Company has adopted a related party transactions
policy. The policy is available on the website of the Company
at www.moldtekgroup.com - Mold-Tek Packaging Limited
- Investors.
Details of the transactions with related parties are provided
in the accompanying financial statements.
BOARD AND COMMITTEE MEETINGS
Details of the composition of the Board and its Committees
and of the meetings held and attendance of the Directors
at such meetings, are provided in the Corporate Governance
Report. The intervening gap between the meetings was
within the period prescribed under the Act and the Listing
Agreement.
DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the internal, statutory, cost
and secretarial auditors and the reviews performed by
management and the relevant Board Committees, including
the Audit Committee, the Board is of the opinion that the
Companys internal financial controls were adequate and
effective during the financial year 2014-15.
Accordingly, pursuant to Sections 134(3)(c) and 134(5) of
the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that:
i.
in the preparation of the annual accounts, the

applicable accounting standards have been followed
and that there are no material departures;
ii.
they have selected such accounting policies and

applied them consistently and made judgments and
estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period;
iii. they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Act, for
safeguarding the assets of the Company and for
preventing and detecting fraud and other
irregularities;
iv.
they have prepared the annual accounts on a going

concern basis;
v.
they have laid down internal financial controls to be

followed by the Company and that such internal
financial controls are adequate and are operating
effectively;
vi.
they have devised proper systems to ensure compliance

with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies
Act 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules 2014, the Company has
constituted a CSR Committee. The Corporate Social
Responsibility Committee comprises of three Executive
Directors and one independent Director, chaired by
J. Lakshmana Rao. The composition of the Corporate Social
Responsibility Committee meets the requirements of
Section 135 of the Companies Act, 2013. The Board of
Directors, based on the recommendations of the
Committee, formulated a CSR Policy. The requisite details
on CSR activities pursuant to Section 135 of the Act and as

per Annexure attached to the Companies (Corporate Social
Responsibility Policy) Rules, 2014 are in Annexure B to this
Report.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL
OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at
workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at the
workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules there under. The
policy aims to provide protection to employees at the
workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental
thereto, with the objective of providing a safe working
environment, where employees feel secure. The Company
has also constituted an Internal Complaints Committee,
known as the Prevention of Sexual Harassment (POSH)
Committee, to inquire into complaints of sexual harassment
and recommend appropriate action. In the financial year
2014-15, the Company has not received any complaints
which fall within the scope of this policy. The policy is
available on the website of the Company at
www.moldtekgroup.com - Mold-Tek Packaging Limited Investors.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, to
provide a formal mechanism to the Directors and employees
to report their concerns about unethical behaviour, actual
or suspected fraud or violation of the Companys Code of
Conduct or ethics policy. The policy provides for adequate
safeguards against victimization of employees who avail of
the mechanism and also provides for direct access to the
Chairman of the Audit Committee. It is affirmed that no
personnel of the Company has been denied access to the
Audit Committee. The policy is available on the website of
the Company at www.moldtekgroup.com - Mold-Tek
Packaging Limited - Investors.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
No significant material orders have been passed by the
regulators or courts or tribunals which would impact the going
concern status of the Company and its future operations.
AUDITORS
Statutory Auditors
M/s. Praturi & Sriram are the statutory auditors of the
Company and hold office till the conclusion of the 20th
Annual General Meeting (AGM). Pursuant to the provisions
25
of Section 139 of the Act read with the Companies (Audit

and Auditors) Rules, 2014, Members are requested to
consider the ratification of appointment of auditors for the
balance term.
The notes to the accounts referred to in Auditors Report
are self-explanatory and do not call for any further
comments. The Audit Report does not contain any
qualification, reservation or adverse remark.
Cost Auditors
The Board has taken note of the report on Cost Audit and
the Company is in the process of filing the same with the
Ministry of Corporate Affairs subject to all laws, rules,
regulations, clarifications, amendments, notifications, etc.
issued in this behalf. For the financial year 2015-16, the
appointment of Cost Auditor is not applicable to the Company.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors
of the Company had appointed M/s. P. Vijaya Bhaskar &
Associates, a firm of Company Secretaries in Practice to
undertake the secretarial audit of the Company for the
year ended 31st March, 2015. The Secretarial Audit Report
is in Annexure C. The Secretarial Audit Report for the
financial year ended 31st March, 2015 does not contain
any qualification, reservation, adverse remark or disclaimer.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE

GOVERNANCE
The Management Discussion and Analysis Report and the
Report on Corporate Governance, as required under Clause
49 of the Listing Agreement, forms part of the Annual
Report.
Your Company is committed to the tenets of good Corporate
Governance and has taken adequate steps to ensure that
the requirements of Corporate Governance as laid down in
Clause 49 of the Listing Agreement are complied with.
A Company Secretary in Practice has certified that
conditions of Corporate Governance as stipulated under
Clause 49 of the Listing Agreement have been complied
with by your Company and his certificate is annexed to the
Report on Corporate Governance.
A declaration of Code of Conduct from J. Lakshmana Rao,
Chairman and Managing Director forms part of the Corporate
Governance Report.
CEO/CFO CERTIFICATION
J. Lakshmana Rao, Chairman and Managing Director and
A. Seshu Kumari, Chief Financial Officer of the Company
have given a certificate to the Board as contemplated in
Clause 49 of the Listing Agreement.
RISK MANAGEMENT
All assets of your Company and other potential risks have
been adequately insured.
EMPLOYEE RELATIONS
The information on conservation of energy, technology

absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014 is in
Annexure D.
The relationship with the workmen and staff remained

cordial and harmonious during the year and the
management received full co-operation from the
employees.
PARTICULARS OF REMUNERATION
ACKNOWLEDGEMENTS
The information required under Section 197(12) of the Act

read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is in
Annexure E.
Your Directors wish to place on record their appreciation

and gratitude for all the assistance and support received
from Citibank, Yes Bank, HSBC, ICICI Bank Limited and
officials of concerned government departments for their
co-operation and continued support extended to the
Company. They also thank the Members for the confidence
they have reposed in the Company and its management.
The information required under Rule 5(2) and (3) of the

Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in the Annexure forming
part of the Report.
For and on behalf of the Board of Directors
EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014
the extract of Annual Return in form MGT 9 is provided as
Annexure F.
26
Hyderabad
31st August, 2015
J. LAKSHMANA RAO
DIN: 00649702
Annexure A
Disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014
Relevant disclosures in terms of the Guidance note on accounting for employee share-based payments issued by ICAI form
part of the notes to the financial statements provided in this Annual Report.
Details of the Scheme
Year ended 31st March, 2015
S.No. Description
1.
Date of shareholders approval
9th February, 2010
2.
Total number of options approved under ESOS
2,50,000
3.
Vesting requirements
Commences at the expiry of one/two years to 4 years

from the date of grant
4.
Exercise price or pricing formula
Exercise price for the purpose of the grant of options

shall be the price as reduced by 60% of the closing
market price of the equity shares of the company
available on the BSE on the date immediately preceding
the grant date, subject to minimum of the face value
of equity share
5.
Maximum term of options granted
6 years
6.
Source of shares (primary, secondary or combination)
Primary
7.
Variation of terms of options
Nil
Details of ESOS during the financial year

S. No.
1.
Description
Year ended
31st March, 2015
Number of options outstanding at the beginning of the year

(Out of 2,02,000 shares granted on 4th June, 2010)
73,850
2.
Number of options granted during the year
Nil
3.
Number of options forfeited/lapsed during the year
3,950
4.
Number of options vested during the year
69,900*
5.
Number of options exercised during the year
69,900*
6.
Number of shares arising as a result of exercise of options
64,900*
7.
Amount realized by exercise of options (`)
18,17,400
8.
Loan repaid by the Trust during the year from exercise price received
Not applicable
9.
Number of options outstanding at the end of the year

(out of total number of options approved under ESOS)
63,600
10.
Number of options exercisable at the end of the year

(out of total number of options approved under ESOS)
Nil
11.
Weighted-average exercise
`26
12.
Weighted-average fair values [Weighted average price as on 3rd June, 2010

(Grant date: 4th June, 2010)]
`62.31
13.
Closing price as on 3rd June, 2010 (Grant date: 4th June, 2010)
`62.95
14.
Employee wise details of options granted to

a.
Key managerial personnel
Nil
b.
Any other employee who receive a grant of options in any one year of option
amounting to 5% or more of option granted during the year
Nil
c.
Identified employees who were granted option, during any one year, equal to
or exceeding 1% of the issued capital (excluding outstanding warrants &
conversions) of the Company at the time of grant
Nil
* During the financial year 2014-15, total of 5,000 shares were exercised by employees of the Company, and was
allotted in the Board Meeting dated 9th of April, 2015.
27
Annexure B
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
S.No. Particulars
Disclosures
1.
The Company has formed a CSR policy, to regulate working

of CSR activities. The policy is available on the website
of the Company:
2.
A brief outline of the Company's CSR policy, including

overview of projects or programs proposedto be
undertaken and a reference to the web-link to the
CSR policy and projects or programs
The composition of the CSR Committee
http://www.moldtekplastics.com/investor/corporategovernance/CSR-Policy.pdf
J. Lakshmana Rao, Chairman
A. Subramanyam, Member
P. Venkateswara Rao, Member
P. Shyam Sunder Rao, Member
3.
Average net profit of the Company for last three

financial years
`8,06.17 Lakhs.
4.
Prescribed CSR expenditure (two per cent of the

amount as in item 3 above)
`16.12 Lakhs.
5.
Details of CSR spent for the financial year:
The Company has created a provision of `16.12 lakhs for

CSR out of the profits of the financial year 2014-15. The
Company is yet to spend the amount of CSR.
a. Total amount to be spent for the financial year

b. Amount unspent, if any
c. Manner in which the amount spent during the
financial year
6.
In case the Company has failed to spend the two per

cent of the average net profit of the last three
financial years or any part thereof, the Company shall
provide the reasons for not spending the amount in
its Board report
The Company is looking forward for the activities as listed

out in Schedule VII of Companies Act, 2013, to spend the
amount of CSR. The provision for the same has been
created out of the profits of the financial year 2014-15.
The amount will be spent in the near future.
7.
A responsibility statement of the CSR Committee that

the implementation and monitoring of CSR policy, is
in compliance with CSR objectives and policy of the
company
The implementation and monitoring of CSR policy is in

compliance with CSR objectives and policy of the
Company. Although, the Company has not spent any
amount in the last financial year 2014-15, a provision for
the same is created and the Company will soon spend
the amount on CSR.
J. LAKSHMANA RAO
(Chairman & Managing Director)
(Chairman of the Committee)
28
Annexure C
SECRETARIAL AUDIT REPORT

of financial records and books of accounts of the
Company.
The Members
Mold-Tek Packaging Limited
8-2-293/82/A/700, Ground Floor,
Road No. 36, Jubilee Hills,
My report of even date is to be read along with this letter.
1.
Maintenance of secretarial records is the responsibility

of the management of the Company. My responsibility
is to express an opinion on these secretarial records
based on my audit.
2.
I have followed the audit practises and processes as

were appropriate to obtain reasonable assurance about
the correctness of the contents of the secretarial
records. The verification was done on test basis to
ensure that correct facts are reflected in secretarial
records. I believe that the processes and practices, I
followed provide a reasonable basis for my opinion.
3.
4.
Wherever required, I have obtained the management

representation about the compliance of laws, rules
and regulations and happening of events etc.,
5.
The compliance of the provisions of corporate and

other applicable laws, rules, regulations, standards is
responsibility of management. My examination was
limited to the verification of procedures on test basis.
6.
The Secretarial Audit Report is neither an assurance

as to the further viability of the Company nor of the
efficacy or effectiveness with which the management
has conducted the affairs of the Company.
P. Vijaya Bhaskar
Practising Company Secretary
FCS: 6321, CP: 12233
I have not verified the correctness and appropriateness
Form No. MR-3
SECRETARIAL AUDIT REPORT

For the financial year ended 31st March, 2015
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and
Remuneration Personnel) Rules, 2014]
The Members,
I have conducted the secretarial audit of the compliance
of applicable statutory provisions and the adherence to good
corporate practices by Mold-Tek Packaging Limited (here
in after called the Company). Secretarial audit was
conducted in a manner that provided me a reasonable basis
for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on my verification of the Mold-Tek Packaging Limited
books, papers, minute books, forms and returns filed and
other records maintained by the Company and also the
information provided by the Company, its officers, agents
and authorized representatives during the conduct of
secretarial audit, I hereby report that in my opinion, the
Company has, during the audit period covering the financial
year ended on 31st March, 2015 complied with the statutory
provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place
to the extent, in the manner and subject to the reporting
made hereinafter:
I have examined the books, papers, minute books, forms

and returns filed and other records maintained by MoldTek Packaging Limited for the financial year ended on 31st
March, 2015 according to the provisions of:
i.
The Companies Act, 2013 (the Act) and the rules made
thereunder;
ii.
The Securities Contracts (Regulation) Act, 1956

(SCRA) and the rules made thereunder;
iii. The Depositories Act, 1996 and the regulations and

bye-laws framed there under;
iv.
Foreign Exchange Management Act, 1999 and the rules

and regulations made there under to the extent of
foreign direct investment, overseas direct investment
and external commercial borrowings;
v.
The following regulations and guidelines prescribed

under the Securities and Exchange Board of India Act,
1992 (SEBI Act):
a.
The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
29
b.

(Prohibition of Insider Trading) Regulations, 1992;
c.
The Securities and Exchange Board of India (Issue

of Capital and Disclosure Requirements)
Regulations, 2009;
d.

(Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999;
e.
The Securities and Exchange Board of India (Issue

and Listing of Debt Securities) Regulations, 2008;
(Not applicable as the Company has not issued
any debt securities during the year under review.)
f.

(Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act
and dealing with client;
(Not applicable as the Company is not registered
as registrar to issue and share transfer agent
during the year under review.)
g.

(Delisting of Equity Shares) Regulations, 2009; and
(Not applicable as the Company has not delisted/
proposed to delist its equity shares from any stock
exchange during the year under review.)
h.
As per the minutes of the meeting of the Board of Directors

duly recorded and signed by the Chairman, the decisions
were unanimous and no dissenting views were required to
be recorded.
I further report that there are adequate systems and
processes in the Company commensurate with the size and
operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and
guidelines.
I further report that during the audit period under review,
the following points were examined and noted:
a.
Allotted 64,900 equity shares under MTPL Employees

Stock Option Scheme at a price of `26 each (including
`16 as premium) to the eligible employees of the
Company during the year 2014-15.
b.
Convened an extra-ordinary general meeting and

passed the special resolutions relating to authority to
the following:
The industry specific acts, labour and other applicable

laws as provided by the management of the Company.
i.
Increased authorised share capital from `13.50

crore to `14.50 crore;
I have also examined compliance with the applicable

clauses of the following:
ii.
Further issue of shares (QIP).
i.
ii.
Secretarial Standards issued by the Institute of

Company Secretaries of India. (Not applicable as
the same is not yet notified as on 31st March,
2015.)
The Listing Agreements entered into by the
Company with BSE Limited and National Stock
Exchange of India Limited with effect from 19th
February, 2015.
During the period under review, the Company has complied

with the provisions of the acts, rules, regulations,
guidelines, standards, etc.
I further report that
The Board of Directors of the Company is duly constituted
with proper balance of executive directors, non-executive
30
Adequate notice is given to all directors to schedule the

Board Meetings, agenda and detailed notes on agenda were
sent in compliance with Section 173 of Companies Act, 2013,
Listing Agreement and all other applicable laws, and a
system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting
and for meaningful participation at the meeting.

(Buyback of Securities) Regulations, 1998;
[Not applicable as the Company has not bought
back/proposed to buy-back any of its securities
during the year under review]
vi.
directors and independent directors. The changes in the

composition of the Board of Directors that took place during
the period under review were carried out in compliance
with the provisions of the Act.
c.
Re-appointed A. Seshu Kumari, Financial Controller as

Chief Financial Officer (CFO) on 1st January, 2015.
d.
Appointed Company Secretary and Compliance Officer

Priyanka Rajora on 3rd January, 2015.
e.
Allotted 24,98,350 equity shares were allotted under

QIP (Qualified Institutional Placement) at a price of
`220.17 (Including `210.17 as premium) during the
year.
Hyderabad
31st August, 2015
P. Vijaya Bhaskar
Practising Company Secretary
FCS: 6321, CP: 12233
Note: This report is to be read with our letter of even date which
is annexed as Annexure and forms an integral part of this report.
Annexure D
[Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014]
A.
Conservation of energy
Energy conservation is a very important part of energy planning and its management. This not only saves energy
resources for future but also avoids wasteful utilization of energy. Energy conservation initiatives provide solution to
the energy crisis, environmental degradation and pollution.
In the short run, the only solution to the growing energy deficit is to facilitate good energy saving measures through
conservation of power, fuel and water. As industries are the major consumers of these resources, the onus should lie
on the industrial sector to limit &minimize its demand for energy. The need of the hour is to conserve and preserve the
energy resources for future of the mankind.
Steps taken for conservation of energy
B.
a.
Replaced the conventional and HPSV/HPMP lamps with the LED lamps;
b.
Use of self-cleaning filters and temperature controller with FRP cooling fan in cooling towers;
c.
Replacement of old rewinded motors with energy efficient new motors;
d.
Replacement of old transformers with energy saver transformers leading to saving of 5 to 8% of lighting load.
Technology absorption
Mold-Tek operates in a industry which requires continuous technology upgradation for manufacturing products and
research activities to stay ahead of the market. Currently the Company has a centralised integrated tool room to
develop and repair molds. While the Company's centralised tool room provides advantages such as early development
of products at cheaper cost, Mold-Tek will continue to make investments in R&D including and not limited to developing
robots, new molds and processes since the Company depends significantly on such processes for upgrading the
technologies and processes from time to time. The top management devotes considerable time to develop new design
and technologies at the tool room. These R&D activities are critical since it may improve demand for the Company's
products and profitability, if the same proves to be successful.
C.
Foreign exchange earnings and outgo

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the
year in terms of actual outflows:
` Lakhs
2014-15
2013-14
Foreign exchange earnings
529
147
Foreign exchange outgo
256
180
31
Annexure E
Disclosure under Section 197(12) and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014
a.
Ratio of remuneration of each director to the median remuneration of the employees of the Company for the
financial year;
Name of the Director
Remuneration
(`)
Median remuneration
(`)
Ratio to median
remuneration
Executive Directors
J. Lakshmana Rao
37,20,000
1,74,564
21.31:1
1,00,20,725
1,74,564
57.40:1
70,87,514
1,74,564
40.60:1
J. Mytraeyi
Nil
1,74,564
NA
T. Venkateswara Rao
Nil
1,74,564
NA
P. Shyam Sunder Rao
Nil
1,74,564
NA
Dr. N. V. N. Varma
Nil
1,74,564
NA
Vasu Prakash Chitturi
Nil
1,74,564
NA
A. Subramanyam
P. Venkateswara Rao
Non-Executive Directors
b.
Percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the
financial year
Name
Designation
Increase %
J. Lakshmana Rao
12.73
A. Subramanyam
Deputy Managing Director
11.02
P. Venkateswara Rao
6.42
J. Mytraeyi
Non-Executive Promoter Director
Nil
T. Venkateswara Rao
Independent Director
Nil
P. Shyam Sunder Rao
Nil
Dr. N. V. N. Varma
Nil
Nil
A. Seshu Kumari
Chief Financial Officer
Priyanka Rajora
Company Secretary
126.00
NA
c.
Percentage increase in the median remuneration of employees in the financial year: 14%
d.
Number of permanent employees on the rolls of the Company as on 31st March 2015: 416
e.
Explanation on the relationship between average increase in remuneration and company performance:
Average increase of 11% in the remuneration of employees is in line with the current year's performance, market
dynamics and as a measure to motivate the employees for better future performance to achieve organization's
growth expectations.
32
f.
Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company
Particulars
Remuneration of Key Managerial Personnel (KMP)
during financial year 2014-15 (aggregated)
Revenue from operations
Remuneration (as % of revenue)
Profit before tax (PBT)
Remuneration (as % of PBT)
Net revenue
Remuneration (as a % of net revenue)
2,35,02,839
3,18,65,59,684
0.74%
25,34,40,751
9.27%
2,85,02,59,494
0.82%
The aggregate increase in salary for KMPs was 16.8% in financial year 2015 over financial year 2014. This was
based on the recommendation of the nomination and remuneration committee to revise the remuneration as per
industry benchmarks.
g.
Variations in the market capitalization* of the Company as at the closing date of the current financial year and
the previous financial year:
The market capitalization increased by 553% to `2,94.66 crore as on 31st March, 2015 from `45.11 crore and as
on 31st March, 2014. (*Market capitalization is number of shares x closing price.)
h.
Variation in price earnings ratio as at the closing date of the current financial year and the previous financial
year:
The Price Earnings Ratio was 14.78 as of 31st March, 2015 which was an increase of 4.97%, as compared to 31st
March, 2014.
i.
Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the
rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted
companies, the variations in the net worth of the Company as at the close of the current financial year and
previous financial year:
The Company was listed on BSE pursuant to demerger on 23rd April, 2009. Post demerger, the Company has not
come out with any Public Offer (IPO) till date.
j.
Average percentile increase already made in the salaries of employees other than the managerial personnel in
the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration:
The aggregate remuneration of employees excluding managerial personnel grew by 11% over the previous financial
year. The aggregate remuneration for KMPs grew by 16.8% over the previous financial year. This was based on the
recommendation of the Nomination and Remuneration Committee to revise the remuneration as per industry
benchmarks. There was no exceptional circumstance or increase for managerial personnel in the last financial
year.
33
k.
Comparison of the remuneration of each of the whole-time directors and key managerial personnel against the
performance of the Company
`
Whole-time Directors
Particulars
Chief Executive Officer/

Managing Director
Deputy Managing
Director
Deputy Managing
Director
Name
J. Lakshmana Rao
A. Subramanyam
P. Venkateswara Rao
Remuneration
37,20,000
1,00,20,725
70,87,514
Revenue
3,18,65,59,684
3,18,65,59,684
3,18,65,59,684
0.12
0.31
0.22
Profits before tax (PBT)
25,34,40,751
25,34,40,751
25,34,40,751
Remuneration as % of PBT
1.47
3.95
2.80
`
Key Managerial Personnel

Particulars
Company Secretary*
Name
A. Seshu Kumari
Priyanka Rajora
Remuneration
25,80,000
94,599
Revenue
3,18,65,59,684
3,18,65,59,684
0.08
0.00
Profits before tax (PBT)
25,34,40,751
25,34,40,751
Remuneration as % of PBT
1.02
0.04
*The Company Secretary was appointed on 3rd January, 2015.

l.
Key parameters for any variable component of remuneration availed by the directors:
Please refer to the remuneration policy given in the Corporate Governance report.
m. Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive
remuneration in excess of the highest paid director during the year:
No employee received remuneration in excess of the highest paid director.
n.
Affirmation that the remuneration is as per the remuneration policy of the Company:
Yes, the remuneration is as per the remuneration policy of the Company.
Disclosure under Rule 5(2) and 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014
Employees employed throughout the year and were in receipt of remuneration of not less than `60 lakhs per annum:
Name
Designation/
nature of
employment
Qualification
A. Subramanyam
Deputy
Managing
Director
P. Venkateswara Rao
Deputy
Managing
Director
34
Age
(Years)
Date of
joining
Remuneration Experience
received (`)
(Years)
Particulars of last
employment
B.E.
61
1st April,
2007
1,00,20,725
31
Executive Director,
Limited
P.G. in
Materials
Management
58
1st April,
2007
70,87,514
27
Executive Director,
Limited
Annexure F
EXTRACT OF ANNUAL RETURN

MGT-9
as on the financial year ended on 31st March, 2015
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies Management and
Administration) Rules, 2014]
I.
REGISTRATION AND OTHER DETAILS

CIN
II.
L21022TG1997PLC026542
Registration date
28th February, 1997
Name of the Company
Category/sub-category of the Company
Company limited by shares and a non-government company
Address of the Registered Office and contact details
8-2-293/82/A/700, Ground Floor, Road No. 36, Jubilee Hills,

Whether listed company
Yes
Name, address and contact details of Registrar

and Transfer Agent
XL Softech Systems Limited

3, Sagar Society,
Road No.2, Banjara Hills,
Hyderabad - 500 034.
Phone : +91 40 2354 5913/14/15
Fax
: +91 40 2355 3214
Email : xlfield@gmail.com
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:
S.No.
Name and description of

main products/services
NIC Code of the

product/service
% to total turnover
of the Company
Manufacturing of plastic
packaging containers
22203
100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S.No.
Name and address of

the Company
CIN/GLN
Holding/
subsidiary/
associate
% of
shares
held
Applicable
Section
Not applicable
35
IV.
Shareholding 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
Category of
shareholders
A.
1.
2.
B.
1.
2.
C.
36
Demat Physical
Promoters
Indian
a. Individual/HUF
48,30,114
b. Central government
c. State government
d. Bodies corporate
e. Banks/FI
f. Any other
Sub-total (A)(1)
48,30,114
Foreign
a. NRIs - individuals
b. Other - individuals
c. Bodies corporate
d. Banks/FI
e. Any other
Sub-total (A)(2)
Total shareholding of
promoter
(A) = (A)(1) + (A)(2)
48,30,114
Public shareholding
Institutions
a. Mutual Funds
b. Banks/FI
5,760
c. Central government/
state government
d. Venture capital funds
e. Insurance companies
f. FIIs
5,20,603
g. Foreign venture
capital funds
h. Others
Sub-total (B)(1)
5,26,363
Non-Institutions
a. Bodies corporate
6,35,842
b. Individuals
i. Individual shareholders
holding nominal share
capital up to `1 lakh
22,22,845
ii. Individual shareholders
holding nominal share
capital in excess of
`1 lakh
21,50,214
c. Others
d. NRI
92,599
e. Clearing members
52,426
Sub-total (B)(2)
51,53,926
Total shareholding of
public = (B)(1) + (B)(2)
56,80,289
Shares held by custodian
for GDRs & ADRs
1,05,10,403
Grand Total (A+B+C)
No. of shares held at the

end of the year
Total
% of
total
shares
48,30,114
48,30,114
42.83
42.83
48,39,068
48,39,068
48,30,114
Demat Physical
Total
% of
total
shares
% of
change
during
48,39,068
48,39,068
34.96
34.96
-7.42
-7.42
42.83
48,39,068
48,39,068
34.96
-7.42
5,760
0.05
22,06,290
5,760
22,06,290
5,760
15.94
0.04
15.94
-0.01
5,20,603
4.62
6,53,168
6,53,168
4.72
0.05
5,26,363
4.67
28,65,218
28,65,218
20.70
16.03
7,034
6,42,876
5.70
13,14,296
6,530
13,20,826
9.54
3.84
2,14,839
24,37,684
21.62
27,67,308 1,99,179
29,66,487
21.43
0.19
5,45,000
26,95,214
23.90
15,35,799 1,25,000
16,60,799
12.00
-1.19
7,66,873
92,599
52,426
59,20,799
0.82
0.46
52.50
1,64,197
23,931
58,05,531 3,30,709
1,64,197
23,931
61,36,240
1.19
0.17
44.34
-0.65
0.73
-8.16
7,66,873
64,47,162
57.17
86,70,749 3,30,709
90,01,458
65.04
7.87
100.00 1,35,09,817 3,30,709
1,38,40,526
100.00
100.00
7,66,873 1,12,77,276
ii.
Shareholding of promoters
Shareholding at the beginning
of the year
S.
No.
Shareholders'
name
No. of
shares
Shareholding at the end

of the year
% of total % of Shares
shares
pledged/
of the encumbered
Company
to total
shares
No. of % of total % of Shares

shares
shares
pledged/
of the encumbered
Company
to total
shares
% of
change
during
the
year
1.
J. Lakshmana Rao
12,61,476
11.19
12,62,466
9.12
2.07
2.
A. Subramanyam
10,14,562
9.00
10,14,562
7.33
1.67
3.
J. Sudha Rani
6,60,019
5.85
6,60,019
4.77
1.08
4.
A. Seshu Kumari
3,88,591
3.45
3,88,591
2.81
0.64
5.
N. Padmavathi
2,90,674
2.58
2,63,000
1.90
0.68
6.
M. Srinivas
2,18,518
1.94
2,18,518
1.58
0.36
7.
P. Sai Lakshmi
1,26,331
1.12
1,26,831
0.92
0.20
8.
A. Lakshmi Mythri
1,24,380
1.10
96,000
0.69
0.41
9.
A. Durga Sundeep
1,35,833
1.21
1,18,231
0.85
0.36
10.
P. Venkateswara Rao
1,17,948
1.05
1,20,198
0.87
0.18
11.
J. Bhujanga Rao
1,05,480
0.94
1,00,210
0.72
0.22
12.
J. Sarada
54,640
0.48
29,245
0.21
0.27
13.
N. V. Prasad
52,328
0.46
45,265
0.33
0.13
14.
G. Satyavati
38,780
0.34
36,433
0.26
0.08
15.
M. Hyma
37,845
0.34
13,845
0.10
0.24
16.
J. Mytraeyi
29,520
0.26
29,520
0.21
0.05
17.
J. Swetha Mythri
26,017
0.23
22,224
0.16
0.07
18.
K. Veeranna
22,992
0.20
18,394
0.13
0.07
19.
V. Seshupriya
22,586
0.20
11,086
0.08
0.12
20.
J. Navya Mythri
17,362
0.15
71,862
0.52
-0.37
21.
G. Prasanna Kumar
16,962
0.15
13,450
0.10
0.05
22.
J. Pratap Kumar
15,830
0.14
13,830
0.10
0.04
23.
M. Koteshwara Rao
15,120
0.13
15,120
0.11
0.02
24.
J. Rana Pratap
12,947
0.11
72,947
0.53
-0.42
25.
J. Sathya Sravya
12,034
0.11
72,034
0.52
-0.41
26.
K. V. Rama Rao
8,943
0.08
5,041
0.04
0.04
27.
P. Appa Rao
2,396
0.02
146
0.00
0.02
48,30,114
42.83
48,39,068
34.96
7.87
Total
37
iii. Change in promoters' shareholding (please specify, if there is no change):

Shareholding at the
S.No.
1.
Name of the promoter
Increase/decrease during the year

At the end of the year







9.12
12,62,466
9.12
12,62,466
9.12
10,14,562
9.00
10,14,562
9.00
10,14,562
7.33
10,14,562
7.33
10,14,562
7.33
6,60,019
5.85
6,60,019
5.85
6,60,019
4.77
6,60,019
4.77
6,60,019
4.77
3,88,591
3.45
3,88,591
3.45
3,88,591
2.81
3,88,591
2.81
3,88,591
2.81
2,90,674
2.58
2,90,674
2.58
-27,674
-0.20
2,63,000
1.90
2,63,000
1.90
2,63,000
1.90
2,18,518
1.94
2,18,518
1.94
2,18,518
1.58
2,18,518
1.58
2,18,518
1.58
1,26,331
1.12
1,26,331
1.12
500
0.00
1,26,831
0.92
1,26,831
0.92
1,26,831
0.92
1,24,380
1.10
1,24,380
1.10
-28,380
-0.20
96,000
0.69
96,000
0.69
96,000
0.69
1,35,833
1.20
1,35,833
1.20
A. Durga Sundeep
At the beginning of the year
10.
11.19
12,62,466
A. Lakshmi Mythri
9.
12,61,476
0.00
P. Sai Lakshmi
8.
11.19
990
M. Srinivas
7.
12,61,476
N. Padmavathi
6.
% of total
shares of the
Company
A. Seshu Kumari
5.
No. of
shares
J. Sudha Rani
4.
% of total
shares of the
Company
A. Subramanyam
3.
No. of
shares
J. Lakshmana Rao
2.
Cumulative shareholding
during the year
-17,602
-0.13
1,18,231
0.85
1,18,231
0.85
1,18,231
0.85
1,17,948
1.05
1,17,948
1.05
2,250
0.02
1,20,198
1.06
1,20,198
0.87
1,20,198
0.87
P. Venkateswara Rao
(Contd.)
38
Change in promoters' shareholding (Contd.)

Shareholding at the
S.No.
11.


1,00,210
0.72
1,00,210
0.72
54,640
0.48
54,640
0.48
-25,395
-0.18
29,245
0.21
29,245
0.21
29,245
0.21
0.34
13,845
0.10
13,845
0.10
13,845
0.10
52,328
0.46
52,328
0.46
-7,063
-0.05
45,265
0.33
45,265
0.33
45,265
0.33
29,520
0.26
29,520
0.26
29,520
0.21
29,520
0.21
29,520
0.21
N. V. Prasad
J. Mytraeyi

J. Swetha Mythri
26,017
0.23
26,017
0.23
-3,793
-0.03
22,224
0.16
22,224
0.16
22,224
0.16
22,992
0.20
22,992
0.20
Increase/decrease during
the year (Transmission)
-4,598
-0.03
18,394
0.13
18,394
0.13
18,394
0.13
K. Veeranna
V. Seshupriya
22,586
0.20
22,586
0.20
-11,500
-0.08
11,086
0.08
11,086
0.08
11,086
0.08
38,780
0.34
38,780
0.34
-2,347
-0.02
36,433
0.26
36,433
0.26
36,433
0.26
17,362
0.15
17,362
0.15
54,500
0.39
71,862
0.52
71,862
0.52
71,862
0.52

G. Satyavati
20.
0.72
37,845
19.
0.94
1,00,210
0.34
18.
1,05,480
-0.04
-0.17
17.
0.94
-5,270
37,845
16.
1,05,480
-24,000
15.
% of total
shares of the
Company
M. Hyma
14.
No. of
shares
J. Sarada
13.
% of total
shares of the
Company
J. Bhujanga Rao
12.
No. of
shares
during the year
J. Navya Mythri
(Contd.)
39
Change in promoters' shareholding (Contd.)

Shareholding at the
S.No.
21.
22.
23.
15,830
0.14
15,830
0.14
-2,000
-0.01
13,830
0.10
13,830
0.10
13,830
0.10
G. Prasanna Kumar
16,962
0.15
16,962
0.15
-3,512
-0.03
13,450
0.10
13,450
0.10
13,450
0.10
15,120
0.13
15,120
0.13
M. Koteshwara Rao
15,120
0.11
15,120
0.11
15,120
0.11
12,947
0.11
12,947
0.11
60,000
0.43
72,947
0.53
72,947
0.53
72,947
0.53
12,034
0.11
12,034
0.11
60,000
0.43
72,034
0.52
72,034
0.52
72,034
0.52
8,943
0.08
8,943
0.08
-3,902
0.03
5,041
0.04
5,041
0.04
5,041
0.04
J. Rana Pratap
J. Sathya Sravya
K. V. Rama Rao
27.
P. Appa Rao
40
% of total
shares of the
Company
26.
No. of
shares
J. Pratap Kumar
25.
% of total
shares of the
Company
24.
No. of
shares
during the year
2,396
0.02
2,396
0.02
-2,250
-0.02
146
0.00
146
0.00
146
0.00
iv.
Shareholding pattern of top ten shareholders (other than directors, promoters and holders of GDRs and ADRs)
Shareholding at the
S.No.
1.
2.
Name of the shareholder
5,14,841
4.57
5,14,841
4.57
-1,52,217
-1.10
3,62,624
2.62
3,62,624
2.62
3,62,624
2.62
G. Aravinda
2,60,000
2.31
2,60,000
2.31
-1,79,900
-1.30
80,100
-0.58
80,100
-0.58
80,100
0.58
2,25,000
2.00
2,25,000
2.00
-1,54,000
-1.11
71,000
0.51
71,000
0.51
71,000
0.51
JNJ Holdings Private Limited

Najmuddin Gulamhusein Kheraj
2,14,901
1.91
2,14,901
1.91
-2,14,901
-1.55

Anil Kumar Goel
6.

8.
1,62,000
1.44
1,62,000
1.17
-1,62,000
-1.17
-1.17
1,48,000
1.31
1,48,000
1.31
-1,20,341
-0.87
27,659
0.20
27,659
0.20
27,659
0.20
J. Gowtham Sri Harsha

7.
% of total
shares of the
Company
5.
No. of
shares
Passage to India Master Fund Limited
4.
% of total
shares of the
Company
3.
No. of
shares
during the year
T. Venkateswara Rao
97,000
0.86
97,000
0.86
-8,000
-0.06
89,000
0.64
89,000
0.64
89,000
0.64
96,480
0.86
96,480
0.86
-96,480
-0.70
92,500
0.82
92,500
0.82
-252
0.00
92,248
0.67
92,248
0.67
92,248
0.67
Teckmen Tools Private Limited

(Transfer to trust)
9.
B. Ganapathy
10.
DSP Blackrock 3 Years Close Ended Equity

6,13,000
4.43
6,13,000
4.43
6,13,000
4.43
6,13,000
4.43
(Contd.)
41
Shareholding pattern of top ten shareholders (Contd.)

Shareholding at the
S.No.
11.
Name of the shareholder
2.94
4,06,504
2.94
4,06,504
2.94
4,06,504
2.94
SBI Equity Opportunities Fund Series I
3,63,355
2.63
3,63,355
2.63
3,63,355
2.63
3,63,355
2.63
AKG Finvest Limited

2,80,000
2.02
2,80,000
2.02
2,80,000
2.02
2,80,000
2.02
UNO Metals Limited

15.
2,80,000
2.02
2,80,000
2.02
2,80,000
2.02
2,80,000
2.02
SBI Magnum Multicap Fund

16.
2,27,097
1.64
2,27,097
1.64
2,27,097
1.64
2,27,097
1.64
Amundi Funds A/c Amundi Funds Equity India

17.
2,27,000
1.64
2,27,000
1.64
2,27,000
1.64
2,27,000
1.64
Principal Trustee Company Private Limited

- A/c Principal Mutual Fund
18.
2,16,000
1.52
2,16,000
1.56
2,16,000
1.52
2,16,000
1.56
Dinero Wealth Advisors Private Limited

42
% of total
shares of the
Company
4,06,504
14.
No. of
shares
13.
% of total
shares of the
Company
SBI Magnum Midcap Fund

12.
No. of
shares
during the year
1,76,872
1.28
1,76,872
1.28
1,76,872
1.28
1,76,872
1.28
v.
Shareholding of Directors and Key Managerial Personnel

Shareholding at the
S.No.
1.
Name




9.12
12,62,466
9.12
12,62,466
9.12
10,14,562
9.00
10,14,562
9.00
10,14,562
9.00
10,14,562
7.33
10,14,562
7.33
1,17,948
1.05
1,17,948
1.05
2,250
0.02
1,20,198
0.87
1,20,198
0.87
1,20,198
0.87
29,520
0.26
29,520
0.26
29,520
0.26
29,520
0.21
29,520
0.21
0.02
2,520
0.02
20
0.00
20
0.00
20
0.00
97,000
0.86
97,000
0.86
-8,000
-0.06
89,000
0.64
89,000
0.64
89,000
0.64
3,88,591
3.45
3,88,591
3.45
3,88,591
3.45
3,88,591
2.81
3,88,591
2.81
T. Venkateswara Rao
Dr. N.V.N. Varma
A. Seshu Kumari
10.
11.19
12,62,466
-0.02
9.
12,61,476
0.01
2,520
8.
11.19
990
-2,500
7.
12,61,476
P. Shyam Sunder Rao

6.
% of total
shares of the
Company
J. Mytraeyi
5.
No. of
shares
P. Venkateswara Rao
4.
% of total
shares of the
Company
A. Subramanyam
3.
No. of
shares
J. Lakshmana Rao
2.
during the year
Priyanka Rajora
Note: The variation in terms of percentage is due to increase in paid up share capital of the Company on account of
allotment of equity shares pursuant to exercise of options by the employees of the Company under the various ESOP
scheme(s) of the Company and QIP during the year ended 31st March, 2015.
43
V.
INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
` Lakhs
Secured loans
excluding deposits
Unsecured
loans
Deposits
Total
indebtedness
64,18
8,62
72,80
Indebtedness at the beginning of the financial year

i.
Principal amount
ii.
Interest due but not paid
iii. Interest accrued but not due
64,23
8,62
72,85
Total (i+ii+iii)
Change in indebtedness during the financial year
Addition
Reduction
52,40
2,04
54,44
Net change
52,40
2,04
54,44
11,80
6,58
18,38
Indebtedness at the end of the financial year

i.
Principal amount
ii.
Interest due but not paid
iii. Interest accrued but not due
11,83
6,58
18,41
Total (i+ii+iii)
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

`
S.
Particulars of
No. Remuneration
1.
Gross salary
a.
Salary as per provisions con

tained in Section 17(1) of the
Income Tax Act, 1961
b.
Name of Managing Director/Whole-time Director

J. Lakshmana Rao A. Subramanyam
Total
P. Venkateswara Rao
37,20,000
78,00,000
49,20,000
1,64,40,000
Value of perquisites under

Section 17(2) of the Income
Tax Act, 1961
22,20,725
21,67,514
43,88,239
c.
Profits in lieu of salary under

Section 17(3) of the Income
Tax Act, 1961
2.
Stock option
3.
Sweat equity
4.
Commission
- as % of profit
- others
5.
Others - Leave encashment

Total
1,37,500
9,20,000
6,20,000
16,77,500
38,57,500
1,09,40,725
77,07,514
2,25,05,739
Ceiling as per the Act**

** Note: The Company had applied for central government approval under Sections 198, 309(2), 310 of the Companies Act,
1956 and the remuneration is paid according to the approval granted vide letters dated 18th March, 2014 and
31st March, 2014.
44
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (Contd)

B.
Remuneration to other Directors

Particulars of
Remuneration
Name of Directors
Total
P. ShyamSunder
Rao
T. Venkateswara
Rao
N.V.N.
Varma
Vasu Prakash
Chitturi
J. Mytraeyi
Independent Directors/
Non-Executive Directors
Fee for attending board/
84,270
44,944
11,236
11,236
5,618
committee meetings
Commission
Others
Total managerial
remuneration
1,57,304
2,26,63,043
Overall ceiling as
per the Act**
** Note: The Company had applied for central government approval under Sections 198, 309(2), 310 of the Companies Act, 1956
and the remuneration is paid according to the approval granted vide letters dated 18th March, 2014 and 31st March, 2014.
C.
Remuneration to key managerial personnel (other than Managing Director, Whole-time Directors and/or
Manager)
`
S.
Particulars of
No. Remuneration
1.
a.
Key Managerial Personnel

Priyanka Rajora (CS) A. Seshu Kumari (CFO)
Salary as per provisions contained in

Section 17(1) of the Income Tax Act, 1961
b.
47,301
25,80,000
63,47,301
47,298
47,298
Value of perquisites under Section 17(2) of the

Income Tax Act, 1961
c.
Total
Profits in lieu of salary under Section 17(3) of

the Income Tax Act, 1961
2.
Stock option
3.
Sweat equity
4.
Commission
5.
Others - Leave encashment (Prior period)

Total
1,20,000
2,57,500
94,599
27,00,000
66,52,099
Note: Priyanka Rajora, the Company Secretary, was appointed on 3rd January, 2015.
VII. Penalties/punishment/compounding of offences
Type
Company
Penalty
Punishment
Compounding
Directors
Penalty
Punishment
Compounding
Other officers in default
Penalty
Punishment
Compounding
Section of the Brief

Details of penalty/punishment/
Companies Act description compounding fees imposed
Authority
[RD/NCLT/court]
Appeal made,
if any
Nil
45
MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW
The financial statements have been prepared in compliance
with the requirements of the Companies Act, 2013 and
Generally Accepted Accounting Principles (GAAP) in India.
The management accepts responsibility for the integrity
and objectivity of these financial statements as well as for
various estimates and judgments used therein. These
estimates and judgments relating to the financial
statements have been made on a prudent and reasonable
basis, in order that the statements reflect, in a true and
fair manner, the state of affairs and profits for the year.
This report may also contain certain statements that the
company believes are or may be considered to be 'forward
looking statements' which are subject to certain risks and
uncertainties.
GLOBAL ECONOMY
While USA economy showing better growth, rest of the
global economy is continued to face slow down. Global
growth is expected to be 2.8% in 2015. Growth is expected
to pick up to 3.2% in 2016-17, broadly in line with previous
forecasts. The expected tightening of monetary conditions
in the United States, along with monetary expansion by
other major central banks, has contributed to broad-based
appreciation in the U.S. dollar and is exerting downward
pressure on capital flows to developing countries. Many
developing-country currencies have weakened against the
U.S. dollar, while rupee is showing resilience.
Reduced oil prices and gold imports augers well for Indian
economy. Despite some pickup in the first quarter of 2015,
lower oil prices are having an increasingly pronounced
impact. In oil-importing countries, the benefits to activity
have so far been limited, although they are helping to
reduce vulnerabilities. In oil-exporting countries, lower
prices are sharply reducing economic activity and increasing
fiscal, exchange rate, or inflationary pressures. Risks remain
tilted to the downside, with some pre-existing risks receding
but new ones emerging.
INDIAN ECONOMY
This year has been a good one for the Indian economy with
a drastic variation in macroeconomic conditions and has
reached a stage of sustainability. The country has performed
well in times of global growth has been disappointing.
Reduced cost of oil imports improved CAD and contained
rupee depreciation. Gross Domestic Product (GDP) growth,
which had plummeted to sub 5% levels in past two fiscal
46
years finally seems to have picked up on the back of a

cyclical rebound and some genuine improvement. Growth
in the current year, has moved up firmly into the 5%+
bracket. This improvement is a result of better performance
in the industrial sector, firm growth in the services sector
in spite of a tough phase in agriculture sector. Further, policy
action on the environmental clearances and mining licenses
has helped prop up sentiment while a push to some stuck
projects have aided growth prospects.
One of India's biggest challenges over the past few years
has been the persistently high levels of inflation. As such,
it has had a major negative impact on the economy as it
has eroded purchasing power and forced the RBI to keep
interest rates high. Higher interest rates have further have
been inimical to investments. However, this year has seen
inflation decline to multi year lows as the weakness in the
domestic economy finally filtered through the inflation
metrics. The RBI on its part stuck to its guns for most of
this year and kept its key policy rate, the repo, at an
elevated level of 8%. Earlier in the calendar year, the central
bank had adopted recommendations of the Urjit Patel
committee and put in place a rule based system for
monetary policy making. The RBI set its sight on rolling
targets for CPI inflation, with the first being 8% by January
2015 and 6% by January 2016. Further, it made it very clear
that elevated levels of inflation had been a major cause of
slowing growth in the economy and further was inimical to
the country's long term growth prospects. So while
inflationary pressures were on the decline, the RBI
maintained its stance of a high policy rate explaining to
market participants that it was essential to bring down
inflation in a sustained way. Towards the end of the year,
the RBI started to ease its stance by indicating that a rate
cut was a distinct possibility if deflationary pressures
continued to take shape. Finally, the RBI initiated its rate
cutting cycle with a token 25 basis points cut on 15th
January, 2015. The clear mandate given to the central
government and the business friendly reforms expected as
a result of this has raised the expectation of both domestic
and foreign investors.
The government has done its fair share to support this
optimism by further opening sectorssuch as defense,
telecommunications, construction services as well as
insurance. These developments have further injected a
sense of optimism in investors.
Sharp reduction in inflation and better than expected
rainfall augurs well for the economy and RBI may start
reducing interest rates to propel economic activity further.
INDUSTRY STRUCTURE & DEVELOPMENTS

World demand for rigid packaging is forecast to increase
6.4% per year to $472 billion in 2016. Factors contributing
to rising demand include growth in global manufacturing
output, increased consumer spending on packaged goods
worldwide, and demographic trends such as increasing
urban populations, as urban consumers tend to use more
packaged foods than their rural counterparts. Rigid
packaging consumption will also be supported by the
extensive and expanding recycling infrastructure for metal,
glass, and plastic.
The largest markets for rigid packaging are food and
beverages, which together represented 64% of total rigid
packaging demand in 2011. Strong gains are expected for
plastic bottles and containers due to cost and performance
advantages, as well as further development of food-grade
materials. Beverage applications for rigid packaging will
benefit from expanded processing capacity. Rigid packaging
demand in pharmaceutical applications is forecast to see
above average growth, boosted by fast growing
pharmaceutical manufacturing capabilities, especially in
Asia.
The most rapid gains in demand for rigid packaging will be
seen in the world's developing regions. In particular, the
Asia/ Pacific region will post the fastest growth and remain
the largest market due to its large food and beverage
industries. In contrast, market maturity in developed
countries (as well as market saturation in bedrock
applications such as bottled and canned beers and
carbonated soft drinks) will serve to limit faster gains in
rigid packaging demand. Overall, some of the best growth
rates are expected in Indonesia, China, and India, with
Brazil, Turkey, Russia, and Mexico also forecast to see strong
gains.
In terms of materials, plastic will continue to account for
the largest share of demand and will also see the fastest
gains, as plastic containers grab market share at the
expense of paperboard, metal, and glass packaging in many
applications. Gains for plastic containers will be attributable
to their cost advantages over some alternatives, shatter
resistance, resealability, faster filling, graphics capabilities,
ease of opening and dispensing, and improved resin and
processing technologies.
pack types such as glass bottles and jars, liquid cartons

and metal cans. Rigid plastic packaging is often favored
over traditional pack types for a combination of properties,
including lighter weight, lower comparative cost, design
flexibility and the ease of recycling.
A rebound is expected for plastic pails based on a recovery
in construction activity from low levels in 2011, which will
boost demand for paints, adhesives, driveway sealers, and
other goods packaged in pails.
BUSINESS OVERVIEW
The Company mainly engaged in the manufacturing of rigid
plastic packaging containers through Injection molding
technology for paints, lubes, oils, food, FMCG and other
sectors. The Company designs and manufactures standard
airtight and pilfer - proof pails as well as customized
containers to meet our customer's packaging requirements.
Mold-Tek has introduced certain world class packaging
products in India for paints, oil, lubricants, food and FMCG
industries through continuous innovation. The Company
decorates products usingscreen printing, heat transfer
labelling and recently In-Mold labeling (IML), which is one
of the modern and premium container decoration
techniques globally. In late 2011, Mold-Tek started
developmental work on IML manufacturing through imported
labels and Robots. Later to improve economics, MTPL
developed technology and invested in facilities to
manufacture 'In-Mold Labels' and even 'Robots'. IML provides
various benefits of packaging including higher brand recall
as the labels do not get separated. These IML labels provide
better aesthetics and the process eliminates labour and
saves space required for production. Company recently
introduced 5 litre and 15 litre edible oil packs with most
advanced features.
COMPETITIVE STRENGTHS
Only packaging company in the world to manufacture

robots in-house;
In-house development and adoption of latest

technology;
Integrated business model with centralised tool room

to design, develop, manufacture, maintenance of
molds and robots;
The global rigid plastic packaging industry is forecast to

grow during the period 2013-18 by 5.2% to $174.3 billion.
presence in the plastic pail packaging segment for over

two decades;
According to the market report, the rigid plastic packaging

industry has developed largely at the expense of traditional
Products cater to diverse industries such as lubes and

oil, paints, food and FMCG industry;
47
Strategically located manufacturing facilities in India;
High quality standards and recognition as leaders in

rigid packaging;
Experienced management with strong industry

expertise.
BUSINESS STRATEGIES
Continued focus on innovation;
Focus on cost reduction and improving cost efficiency;
Getting closer to our customer plants;
Increasing contribution from food, FMCG industry and

high value added IML products;
Continue to invest in research and design to develop

new products;
Enhanced product quality.
FINANCIAL AND OPERATIONAL PERFORMANCE AN OVERVIEW

` Lakhs
Particulars
Gross
turnover
2014-15 2013-14 2012-13 2011-12 2010-11

318,66
283,93
212,99
190,49
163,06
EBIDTA
40,77
30,03
20,30
21,34
19,32
PBT
25,29
14,68
9,04
13,13
12,08
Net profit
16,87
9,07
5,78
9,33
8,00
14.4
8.05
5.14
10.33
10.01
EPS (`)
OUTLOOK
The performance in the recent years of your Company's

business has been satisfying. The strategy for growth is
clear. The new product range has immense potential for
your Company to sustain a profitable growth, across all the
units. In the financial year 2014-15, the Company has
received a Quality Champion Award from Asian Paints
Limited for exemplary quality performance during the
peirod April 2012 to September 2014.
Your Company has been fast re-shaping its processes and
aligning its people to this vision and mission of creating
long term shareholder value. Even more exciting is the longterm growth opportunity presented by the food and FMCG
industry and IML robotic technology. With its large scale
presence, innovation capability and motivated human
capital, your Company is well set to delight all its
stakeholders. While the year 2015-16 is mainly accompanied
48
by capacity creation, higher growth can be witnessed from

2016-17.
RISKS AND CONCERNS
The Company lays emphasis on risk management and has
an enterprisewide approach to risk management, which lays
emphasis on identifying and managing key operational and
strategic risks. Through this approach, the Company strives
to identify opportunities that enhance organizational values
while managing or mitigating risks that can adversely impact
its future performance.
The Company continues its initiatives aimed at assessment
and avoidance of various risks affecting its business and
towards cost control and efficiency across its businesses
and functions, taking appropriate measures and reviewing
them from time to time. The Company's current and fixed
assets as well as products are adequately insured against
various risks.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY
The Company has an adequate system of internal financial
control relating to purchase of stores, raw materials
including components, plant & machinery, equipment and
other similar assets and for the sale of goods commensurate
with the size of the Company and nature of its business.
The Company also has internal control system for speedy
compilation of accounts and management information
reports and to comply with applicable laws and regulations.
The Company has an effective budgetary control system.
The management reviews the actual performance with
reference to budgets periodically. The Company has a welldefined organization structure, authority levels and internal
rules and regulations for conducting business transactions.
The Company has already formed an Audit Committee which
met six times in the year. Audit Committee ensures proper
compliance with the provisions of the Listing Agreement
with stock exchanges, Companies Act, reviews the adequacy
and effectiveness of the internal control environment and
monitors
implementation
of
internal
audit
recommendations. Besides the above, Audit Committee is
actively engaged in overseeing financial disclosures.
HUMAN RESOURCES
During the year under review, the Company had under taken
extensive steps in optimizing the manpower at our all
plants, corporate office and field locations. Human relations
were cordial throughout the year. Measures for safety of
the employees, training and development continued to
receive top priorities.
A.
COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is the combination of practices and compliance with laws and regulations leading to effective
control and management of the organization. We consider stakeholders as our partners in our success and remain
committed to maximizing stakeholder value. Good Corporate Governance leads to long-term stakeholder value. This
is demonstrated in shareholder returns, high credit ratings, governance processes and an entrepreneurial performance
focused work environment. Additionally, our customers have benefited from high quality products delivered on time
at high competitive prices.
Mold-Tek Packaging Limited therefore believes that Corporate Governance is not an end in itself but is a catalyst in
the process of maximization of share holder value. Therefore, shareholder value as an objective is woven into all
aspects of Corporate Governance - the underlying philosophy, development of roles, creation of structures and continuous
compliance with standard practices. For Mold-Tek Packaging Limited, however, good corporate governance has been
a cornerstone of the entire management process, the emphasis being on professional management with a decision
making model based on decentralization, empowerment and meritocracy.
B.
Board of Directors
Composition
The Companys Board comprises of eight Directors including
Three Executive Promoter Directors
One Non-Executive Promoter Director
Four Independent Directors
The Composition of the Board is in conformity with Clause 49 of the Listing Agreement.
None of the Directors is a member of more than 10 committees or chairman of more than 5 committees across all the
companies in which they are directors.
Board Meetings
The Board of Directors met 15 times during the financial year 2014-15 i.e. 10th April, 2014; 23rd April, 2014; 2nd May,
2014; 14th May, 2014; 29th May, 2014; 13th June, 2014; 25th July, 2014; 8th August, 2014; 2nd September, 2014; 30th
October, 2014; 19th November, 2014; 3rd January, 2015; 7th February, 2015; 12th February, 2015 & 5th March, 2015.
The maximum gap between any two meetings was less than 4 months as stipulated under Clause 49 of the Listing
Agreement.
49
Board Meetings/AGM - Attendance & Directorships/Committee Memberships

Name of the
Category
Director
Number of
Whether
No. of
No. of
Board
attended
directorships
committee
Meetings
last AGM
in other
positions in
attended
held on 30th
companies
other companies
during the
September,
year 2014-15
2014
Chairman
Executive
Promoter Director
15
Yes
A. Subramanyam
Executive
(Deputy Managing Director) Promoter Director
11
Yes
P. Venkateswara Rao
Executive
(Deputy Managing Director) Promoter Director
15
Yes
J. Lakshmana Rao
(Managing Director)
Member Chairman Member
J. Mytraeyi
Non-Executive
Promoter Director
No
T. Venkateswara Rao
Non-Executive
No
Non-Executive
Yes
Non-Executive
No
Non-Executive
No
P. Shyam Sunder Rao

Dr. N. V. N. Varma
Note: In accordance with Clause 49, membership/chairmanship of only audit committee, shareholders/investors relationship committee
of all companies has been considered.
C.
BOARD COMMITTEES
I.
AUDIT COMMITTEE
Overall purpose/objectives
The purpose of the Audit Committee is to assist the Board of Directors (Board) in reviewing the financial
information which will be provided to the shareholders and others, reviewing the systems of internal controls
established in the Company, appointing, retaining and reviewing the performance of internal accountants/internal
auditors and overseeing the Companys accounting and financial reporting process and the audit of the Companys
financial statements.
Composition & meeting
The Audit Committee comprises of four Non-Executive Independent Directors chaired by P. Shyam Sunder Rao.
The composition of the Audit Committee meets the requirements of Section 177 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement.
Six meetings of the Audit Committee were held during the financial year 2014-15. The dates on which the said
meetings were held are as follows: 29th May, 2014; 8th August, 2014; 2nd September, 2014; 30th October, 2014;
3rd January, 2015 and 12th February, 2015.
50
The composition of Audit Committee and particulars of meeting attended by the members of the Audit Committee
are given below:
Name & category
Designation
No of meetings attended
during the year 2014-15
P. Shyam Sunder Rao, Independent Non-Executive Director
Chairman
T. Venkateswara Rao, Independent Non-Executive Director
Member
Vasu Prakash Chitturi, Independent Non-Executive Director
Member
Dr. N.V.N. Varma, Independent Non-Executive Director
Member
Powers and terms of reference

The power and terms of reference of the Audit Committee are as mentioned in Clause 49 of the Listing Agreement
with the stock exchanges as amended from time to time, read with Section 177 of the Companies Act, 2013.
II
NOMINATION & REMUNERATION COMMITTEE

Terms of reference
The power and terms of reference of the Nomination and Remuneration Committee are as mentioned in Clause 49
of the Listing Agreement with the stock exchanges as amended from time to time, read with Section 178 of the
Companies Act, 2013, Nomination, Remuneration and Performance Evaluation Policy and as entrusted by Board of
Directors from time to time.
The terms of reference to the Nomination and Remuneration Committee also includes:
a.
Recommend employees stock option scheme
b.
Administer the employee stock option scheme.
Composition & meeting

The Nomination & Remuneration Committee comprises of 4 Non-Executive Independent Directors chaired by P.
Shyam Sunder Rao. The composition of the Nomination & Remuneration Committee meets the requirements of
Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Two meetings of the Nomination & Remuneration Committee were held during the financial year 2014-15. The
dates on which the said meetings were held are as follows: 2nd September, 2014 & 3rd January, 2015.
The composition of Nomination & Remuneration Committee and particulars of meeting attended by the members
of the Committee are given below:
No of
meetings
held
No of
meetings
attended
Non-Executive Independent Director
Member
Member
Dr. N.V.N. Varma
Member
Name
Designation
Category
P. Shyam Sunder Rao
Chairman
T. Venkateswara Rao
51
Nomination, Remuneration and Board Evaluation Policy

The Company has formulated a Nomination, Remuneration and Board Evaluation Policy as per the provisions of
Companies Act, 2013 and Clause 49 of the Listing Agreement which, inter-alia, lays down the criteria for identifying
the persons who are qualified to be appointed as Directors and such persons who may be appointed as senior
management personnel of the Company and lays down the criteria for determining the remuneration of the
directors, key managerial personnel (KMP) and other employees.
Nomination, Remuneration and Board Evaluation Policy provides for the following attributes for Appointment and
removal of Director, KMP and senior management:
Appointment criteria and qualification
The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the
person for appointment as director in terms of diversity policy of the board and recommend to the board
his/her appointment.
For the appointment of KMP (other than managing/whole-time director) or senior management, a person
should possess adequate qualification, expertise and experience for the position he/she is considered for
the appointment. Further, for administrative convenience, as regards the appointment of KMP (other than
managing/whole time director) or senior management, the managing director is authorized to identify and
appoint a suitable person for such position. However, if the need be, the managing director may consult the
committee/board for further directions/guidance.
Term
The term of the directors including managing/whole-time director/independent director shall be governed
as per the provisions of the Act and Rules made thereunder and the Clause 49, as amended from time to
time; whereas, the term of the KMP (other than the managing/whole-time director) and senior management
shall be governed by the prevailing HR policies of the Company.
Evaluation
The Committee shall carry out evaluation of performance of every Director.
The Committee shall identify evaluation criteria which will evaluate Directors based on knowledge to perform
the role, time and level of participation, performance of duties, level of oversight, professional conduct and
independence. The appointment/re-appointment/continuation of directors on the board shall be subject to
the outcome of the yearly evaluation process.
Removal
Due to reasons for any disqualification mentioned in the Act or under any other applicable act, rules and
regulations there under and/or for any disciplinary reasons and subject to such applicable acts, rules and
regulations and the Companys prevailing HR policies, the committee may recommend, to the board, with
reasons recorded in writing, removal of a director, KMP or senior management.
Remuneration of managing/whole-time director, KMP and senior management
52
The remuneration/compensation/commission, etc. as the case may be, to the managing/whole-time director
will be determined by the committee and recommended to the board for approval. The remuneration/
compensation/commission, etc. as the case may be, shall be subject to the prior/post approval of the
shareholders of the Company and central government, wherever required and shall be in accordance with
the provisions of the Act and Rules made thereunder. Further, the managing director of the Company is
authorized to decide the remuneration of KMP (other than managing/whole-time director) and senior
management, and which shall be decided by the managing director based on the standard market practice
and prevailing HR policies of the Company.
Remuneration to non-executive/independent director
The remuneration/commission/sitting fees, as the case may be, to the non-executive/independent director,
shall be in accordance with the provisions of the Act and the Rules made thereunder for the time being in
force or as may be decided by the committee/board/shareholders.
An independent director shall not be entitled to any stock option of the company unless otherwise permitted
in terms of the Act and the Clause 49, as amended from time to time.
Details of the evaluation process

In terms of the Nomination, Remuneration and Board Evaluation Policy and the applicable provisions of the
Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee laid
down the criteria for evaluation/assessment of the Directors (including the independent directors) of the Company
and the Board as a whole. The Committee also carried out the evaluation of the performance of each Director of
the Company.
Pursuant to the report/feedback on the evaluation as carried out by the Nomination and Remuneration Committee,
the Board conducted formal annual evaluation of its own performance, its Committees and the individual directors
(without the presence of the director being evaluated). Basis the said evaluation, the Nomination and Remuneration
Committee made recommendations for the appointment/re-appointment/increase in remuneration of the
Directors.
Criteria for evaluation of Board (Including Independent Directors) and its Committees
The evaluation of the Board (including independent directors) and its committee were based on knowledge to
perform the role, attendance, time and level of participation, performance of duties, adequate discharge of
responsibilities, level of oversight, understanding of the Company professional conduct, independence, structure
and composition, frequency and duration of meetings, its process and procedures, effectiveness of Board/
Committees, its financial reporting process, including internal controls, review of compliance under various
regulations etc.
Meetings of Independent Directors
A separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors
and members of management, was held on 12th February, 2015, as required under Schedule IV to the Companies
Act, 2013 (Code for Independent Directors) and Clause 49 of the Listing Agreement. At the meeting, the Independent
Directors:
Reviewed the performance of Non-Independent Directors and the Board as a whole;
Reviewed the performance of the Chairman of the Company, taking into account the views of Executive
Director and Non-Executive Directors; and
assessed the quality, quantity and timeliness of flow of information between the Company management and
the Board that is necessary for the Board to effectively and reasonably perform their duties.
Internal committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
The composition of the internal committee is as under:
A. Seshu Kumari, Financial Controller - Chairperson
J. Navya, Assistant Financial Controller - Member
Priyanka Rajora, Company Secretary - Member
K. Sirisha, Assistant Manager-HR - Member
There was no meeting held in the financial year, as no complaints were received from any employee.
53
Details of the remuneration of Executive Directors and Non-Executive Directors for the year ended
31st March, 2015 are as follows:
(`)
Name
J. Lakshmana Rao
(Chairman & Managing
Director)
Salary
Perquisites
& other
benefits
Performance
bonus/
commission
Earned
leave &
gratuity
Others Sitting
leave
fees
encashment
Total
37,20,000
1,37,500
38,57,500
1,00,20,725
22,20,725
9,20,000
1,09,40,725
70,87,514
21,67,514
6,20,000
77,07,514
J. Mytraeyi
5,618
5,618
T. Venkateswara Rao
44,944
44,944
A. Subramanyam
(Deputy Managing
Director)
P. Venkateswara Rao
(Deputy Managing Director)
P. Shyam Sunder Rao
84,270
84,270
Dr. N. V. N. Varma
11,236
11,236
11,236
11,236
Shareholding of the Directors of the Company as on 31st March, 2015

Name
No of shares
% of Total holding
J. Lakshmana Rao
12,62,466
9.12
A. Subramanyam
10,14,562
7.33
1,20,198
0.87
J. Mytraeyi
29,520
0.26
T. Venkateswara Rao
89,000
0.86
P. Shyam Sunder Rao
20
0.00
P. Venkateswara Rao
Dr. N. V. N. Varma
Non-Executive Directors did not hold any fully convertible warrants as on 31st March, 2015.
Stakeholders Relationship Committee
The composition of the Stakeholder Relationship Committee as on 31st March, 2015 was as under:
Name
Designation
Category
P. Shyam Sunder Rao
Chairman
T. Venkateswara Rao
Member
Member
Dr. N. V. N. Varma
Member
Priyanka Rajora was appointed as the Secretary to the Committee on 3rd January, 2015.
The Stakeholders Relationship Committee oversees the redressal of complaints of investors such as transfer or
credit of shares to demat accounts, non-receipt of dividend/annual reports, etc. It also approves share transfer
and issue of share certificates. The status of complaint is also reported to the Board of Directors. During 2014-15,
19 complaints were received, all of which were resolved and no complaints were pending as on 31st March, 2015.
54
Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of three Executive Directors and one independent Director,
chaired by J. Lakshmana Rao. The composition of the Corporate Social Responsibility Committee meets the requirements
of Section 135 of the Companies Act, 2013.
D.
Disclosures
Details of annual/extraordinary general meetings
Location and time of general meetings held in the past 3 years are as follows:
YEAR
LOCATION
DATE
TIME
2011-12 (AGM)
Swagath-De-Royal Hotel, No.2-36, Kothaguda x Roads,

Kondapur, Cyberabad, Hyderabad - 500 081
22nd September,
2012
11.00 a.m.
2012-13 (AGM)
Best Western Jubilee Ridge, Plot No.38 & 39, Kavuri Hills,
Road No.36, Jubilee Hills, Hyderabad - 500 033
30th September,
2013
11.00 a.m.
2013-14 (AGM)
30th September,
2014
11.00 a.m.
2014-15 (EGM)
24th December,
2014
11.00 a.m.
The Company passed special resolutions as per the agenda given in the notice calling the general meetings. No
resolution was passed by way of postal ballot at the last AGM. No resolution is proposed to be passed by way of postal
ballot in the ensuing Annual General Meeting.
Additional disclosures
a.
Disclosures on materially significant related party transactions i.e. transactions of the company of material
nature, with its promoters, the Directors or the management, their subsidiaries or relatives etc., that may have
potential conflict with the interests of the company at large.
The necessary disclosures of related party transactions are provided in the Notes to the Accounts. None of the
transactions with any of the related parties were in conflicts with the interest of the Company.
b.
Details of non-compliance by the Company, penalties and strictures imposed on the Company by stock exchange
or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
No non-compliance by the Company was observed during the last three years nor any penalties, strictures imposed
on the Company by stock exchange or SEBI or any statutory authority, on any matter related to capital markets.
c.
Whistle blower policy/vigil mechanism

The Company has adopted the whistle blower policy and established a mechanism for employees to report concerns
about unethical behavior, actual or suspected fraud, or violation of code of conduct. It also provides adequate
safeguards against the victimization of employees who avail of the mechanism, and allows direct access to the
Chairperson of the audit committee in exceptional cases. We further affirm that no employee has been denied
access to the audit committee during the year.
d.
Details of compliance with mandatory requirements and adoption of non-mandatory requirements of this clause.
The Company has complied with all the mandatory requirements and has adopted the following non mandatory
requirement of Clause 49.
Reporting of internal auditor

The internal auditor reports directly to the Audit Committee.
55
Means of communication
As per Clause 54 of the Listing Agreement, the Company is maintaining a functional website www.moldtekgroup.com
containing the information about the Company viz. details of business, financial information, shareholding pattern,
annual reports, Companys policies, results and contact information of the designated officials of the Company for
handling investor grievances. The website is updated from time to time.
Quarterly/half-yearly/annual financial results are generally published in Business Standard and Andhra Prabha.
The results are also posted on the Companys website www.moldtekgroup.com.
The annual report of the Company is available on the Companys website in a user-friendly and downloadable
form.
The Company has designated an E-mail ID exclusively for investor servicing i.e. ir@moldtekindia.com. Investors
may raise any queries, complaints or provide suggestions through the said e-mail id.
Annual report containing inter alia, audited financial statements, report of board of directors and auditors and other
important information is circulated to members and others entitled thereto. Management discussion & analysis forms
part of the annual report and is displayed on the Companys website www.moldtekgroup.com.
Other disclosures
a.
Reconciliation of share capital audit

As stipulated by SEBI, a qualified Company Secretary-in-Practice carries out a reconciliation of share capital
audit, to reconcile the total admitted capital with National Securities Depository Limited and Central Depository
Services (India) Limited (Depositories) and the total issued and listed capital with the stock exchanges. The
audit confirms that the total issued/paid-up capital is in agreement with the aggregate of the total number of
shares in physical form and the total number of shares in dematerialized form (held with depositories). The audit
report is being submitted on quarterly basis to the stock exchanges.
b.
Familiarization programme
In accordance with the requirements of Clause 49 of the Listing Agreement with the stock exchanges and the
provisions of Companies Act, 2013, the Company familiarizes the Directors with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates, its business operations
and model etc. through various programmes. The programme is available on the website of the Company at
www.moldtekgroup.com - Mold-Tek Packaging Limited - Investors.
c.
Code of conduct for prohibition of insider trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations 1992, the Company had adopted a Code
of Conduct for Prevention of Insider Trading Practices for its Directors and designated employees. The Code has
laid down guidelines which include procedures to be followed and disclosures to be made while dealing in the
shares of the Company.
During the financial year 2014-15, the capital market regulator Securities and Exchange Board of India (SEBI)
notified SEBI (Prohibition of Insider Trading) Regulations, 2015 on 15th January, 2015. Pursuant to the provisions
of the said regulations, the Board of Directors approved and adopted Code of Conduct for Prohibition of Insider
Trading which, inter alia, lays down the process of dealing in securities of the Company, along with the reporting
and disclosure requirements by the employees and the connected persons and the same shall replace the existing
code and become effective from 15th May, 2015. It provides for pre-clearance of trades above certain thresholds
and trading restrictions on the employees and connected persons when in possession of unpublished price sensitive
information and/or at the time of trading window closure.
In terms of the said regulations, the Company has also formulated Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information, with an objective to have a standard and stated framework
56
and policy for fair disclosure of events and occurrences that could impact price discovery in the market for its
securities. The code is available on the website of the Company at www.moldtekgroup.com - Mold-Tek Packaging
Limited - Investors.
d.
Code of conduct for the board of directors & senior management personnel
During the financial year 2014-15, the Company has revised its Code of Conduct for the Board of Directors &
Senior Management Personnel of the Company, as per the provisions of Clause 49 of the Listing Agreement. The
code is available on the website of the Company at www.moldtekgroup.com - Mold-Tek Packaging Limited Investors.
The Board of Directors and members of the senior management personnel have provided their affirmation to the
compliance with this code. The declaration regarding compliance by the Board of Directors and the senior
management personnel with the said code of conduct, duly signed by the Chairman & Managing Director forms
part of this Annual Report.
e.
CEO/CFO certification
The Chairman & Managing Director and Chief Financial Officer of your Company have issued necessary certificate
pursuant to the provisions of Clause 49 of the Listing Agreement and forms part of the Annual Report.
Management Discussion and Analysis

A separate report on Management Discussion and Analysis is attached as part of the Annual Report.
General shareholder information
18th Annual General Meeting
Date and time
28th September, 2015 at 10.30 a.m.
Venue
Road No.36, Jubilee Hills, Hyderabad 500 033
Financial calendar (2015-16)

The financial year of the Company is 1st April to 31st March. For the year ending 31st March, 2016 quarterly
un-audited/annual audited results shall be announced as follows:
Financial reporting for
Proposed date
Unaudited results for the quarter ending:
Audited results for the year ended
30th June, 2015
On or before 14th August, 2015
30th September, 2015
On or before 14th November, 2015
31st December, 2015
On or before 14th February, 2016
31st March, 2016
On or before 30th May, 2016
Book closure date
22nd September, 2015 to 28th September, 2015 (both days inclusive)
Registered Office
Plot No.700, Door No.8-2-293/82/A/700, Road No.36, Jubilee Hills,

Listing of equity shares
BSE Limited (BSE) and National Stock Exchange of India Limited (NSE)
Listing fees
Listing fees has been paid to BSE and NSE for the year 2015-16
Stock code
BSE: 533080; NSE: MOLDTKPAC
ISIN
INE893J01011
CIN number
L21022TG1997PLCO26542
57
Market price data

The monthly high and low quotations and volume of shares traded
BSE
Month
2014
2015
High (`)
Low (`)
Volume of shares
April
46.00
38.00
4,28,721
May
54.65
41.10
4,79,033
June
73.00
48.90
7,84,572
July
76.00
52.10
9,67,689
August
128.45
71.60
36,45,746
September
202.00
130.05
31,14,889
October
251.60
178.55
21,33,794
November
241.00
212.00
9,75,336
December
260.00
200.25
9,01,490
January
253.90
220.70
6,32,328
February
249.90
213.90
5,15,974
March
249.00
200.10
2,83,977
NSE
Month
2015
High (`)
Low (`)
Volume of shares
February
249.95
220.10
84,578
March
248.90
201.20
4,93,513
Note: The Company's shares commenced trading on the NSE from 23rd February, 2015.
Investors correspondence/Registrar & Share Transfer Agents
M/s. XL Softech Systems Limited
3, Sagar Society, Road No 2,
Hyderabad - 500 034
Phone : +91 40 2354 5913/14/15
Fax
: +91 40 2355 3214
Email : xlfield@gmail.com
Shareholding pattern as on 31st March, 2015
Category
Percentage of shareholding
Promoters
48,39,068
34.96
Banks, financial institutions, insurance companies, FIIs
28,65,218
20.70
Private bodies corporate
13,20,826
9.55
Indian public
46,27,286
33.43
23,931
0.17
1,64,197
1.19
1,38,40,526
100.00
NRI/OCBs
Clearing members
TOTAL
58
No of shares held
Distribution of shareholding as on 31st March, 2015

Slab of shareholding of
nominal value of `
No. of
shareholders
% to
Total holding
% to Total
Upto
5,000
9,138
87.24
1,10,29,840
7.97
5,001
10,000
612
5.84
47,28,800
3.42
10,001
20,000
320
3.05
48,54,950
3.51
20,001
30,000
105
1.00
26,04,830
1.88
30,001
40,000
76
0.73
26,72,460
1.93
40,001
50,000
30
0.29
14,49,650
1.05
50,001
1,00,000
84
0.80
64,04,740
4.63
above
110
1.05
10,46,59,990
75.61
10,475
100.00
13,84,05,260
100.00
1,00,001
and
TOTAL
Share transfer system
Share transfers are registered and returned within a period of 15 days from the date of receipt, if the document is in
order in all respects.
Dematerialization of shares
As on 31st March, 2015, NSDL & CSDL in demat form hold 1,35,09,817 equity shares of `10 each aggregating to 97.61%
of the paid up capital & the balance 3,30,709 equity shares aggregating to 3.39% are in physical form.
ADR/GDR holding is Nil.
Equity shares in the suspense account
In terms of Clause 5A(I) and Clause 5A(II) of the Listing Agreement, the Company reports the following details in
respect of equity shares lying in the suspense account which were issued in demat form and physical form, respectively:
Demat
Particulars
Aggregate number of shareholders and

the outstanding shares in thesuspense
account lying as on 1st April, 2014
Number of shareholders who approached
the Company for transfer ofshares and
shares transferred from suspense account
during the year
Number of shareholders and aggregate
number of shares transferredto the
unclaimed suspense account during the year
Aggregate number of shareholders and the
outstanding shares in thesuspense account
lying as on 31st March, 2015
Physical
Number of
shareholders
Number of
equity shares
Number of
shareholders
Number of
equity shares
392
1,18,402
1,224
384
1,17,178
59
DECLARATION UNDER CODE OF CONDUCT

As provided under Clause 49 of the Listing Agreement with the stock exchange, the Board Members and the senior management
personnel have confirmed compliance with the Code of Conduct for the year ended 31st March, 2015
J. Lakshmana Rao
DIN: 00649702
Hyderabad
31st August, 2015
CEO/CFO certification
The Managing Director and Chief Financial Officer of your Company have issued necessary certificate pursuant to the
provisions of Clause 49 of the Listing Agreement and the same is attached and forms part of the Annual Report.
60
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
The Board of Directors
We certify that:
1.
We have reviewed the financial statements, read with the cash flow statement of Mold-Tek Packaging Limited for the
year ended 31st March, 2015 and to the best of our knowledge and belief:
i.
These statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading.
ii.
These statements and other financial information included in this report present a true and fair view of Companys
affair and are in compliance with existing accounting standards, applicable laws and regulations.
2.
There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year
which are fraudulent, illegal or violative of the Companys Code of Conduct;
3.
We are responsible for establishing and maintaining internal controls for financial reporting and we have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting;
4.
We have disclosed to the Companys Auditors and the Audit Committee of the Companys Board of Directors all
significant deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps
taken or proposed to be taken to rectify the deficiencies.
5.
We have indicated to the Auditors and the Audit Committee:

a.
significant changes in the Companys internal control over financial reporting during the year.
b.
significant changes in accounting policies during the year, if any, and that the same have been disclosed in the
notes to the financial statements.
c.
instances of significant fraud of which we have become aware and involvement therein if any of management or
other employees having a significant role in the Companys internal control system over financial reporting.
Hyderabad
31st August, 2015
A. Seshu Kumari
J. Lakshmana Rao
CERTIFICATE ON CORPORATE GOVERNANCE

The Members
I have examined the compliance of conditions of Corporate Governance by Mold-Tek Packaging Limited for the year ended
31st March, 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges in India.
The compliance of conditions of Corporate Governance is the responsibility of the management. My examination was
Limited to procedures and implementation thereof, adopted by the Company for ensuring the Compliance of the conditions
of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the
Company. In my opinion and to the best of my information and according to the explanations given to me, I certify that the
Company has generally complied with the conditions of Corporate Governance as stipulated in the above-referred Listing
Agreement. I am informed that no investor grievances are pending for a period exceeding one month against the Company
as per the records maintained by the Company.
I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
Hyderabad
31st August, 2015
Ashish Kumar Gaggar

Company Secretary in Practice
FCS: 6687
CP No.: 7321
61

The Members
Report on Financial Statements
We have audited the accompanying financial statements
of Mold-Tek Packaging Limited, which comprise the Balance
Sheet as at 31st March, 2015, the Statement of Profit and
Loss, the Cash Flow Statement for the year then ended,
and a summary of the significant accounting policies and
other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the
matters stated in Section 134(5) of the Companies Act, 2013
with respect to the preparation of these financial
statements that give a true and fair view of the financial
position, financial performance and cash flows of the
Company in accordance with the accounting principles
generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and
presentation of the financial statements that give a true
and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit.
We have taken into account the provisions of the Act, the
accounting and auditing standards and matters which are
required to be included in the audit report under the
provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards
on Auditing specified under Section 143(10) of the Act. Those
62
Standards require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in the
financial statements. The procedures selected depend on
the auditor's judgment, including the assessment of the
risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control
relevant to the Company's preparation of the financial
statements that give a true and fair view in order to design
audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on whether
the Company has in place an adequate internal financial
control system over financial reporting and the operating
effectiveness of such controls. An audit also includes
evaluating the appropriateness of the accounting policies
used and the reasonableness of the accounting estimates
made by the Company's Directors, as well as evaluating
the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion on the financial statements.
Opinion
In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give the information required by the
Act in the manner so required and give a true and fair view
in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as
at 31st March, 2015, and its profit and its cash flows for
the year ended on that date.
Report on Other Legal and Regulatory Requirements
1.
As required by the Companies (Auditor's Report) Order,

2015 ('the Order') issued by the Central Government
of India in terms of sub-section (11) of Section 143 of
the Act, we give in the Annexure a statement on the
matters specified in the paragraph 3 and 4 of the Order,
to the extent applicable.
2.
As required by Section 143 (3) of the Act, we report

that:
a.
We have sought and obtained all the information

and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit;
b.
In our opinion, proper books of account as

required by law have been kept by the Company
so far as it appears from our examination of those
books;
c.
d.
e.
The Balance Sheet, the Statement of Profit and

Loss, and the Cash Flow Statement dealt with by
this Report are in agreement with the books of
account;
In our opinion, the aforesaid financial statements
comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014;
On the basis of the written representations
received from the Directors as on 31st March, 2015
taken on record by the Board of Directors, none
of the Directors is disqualified as on 31st March,
2015 from being appointed as a director in terms
of Section 164(2) of the Act;
f.
With respect to the other matters to be included

in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, in our opinion and to the best of our
information and according to the explanations
given to us:
1.
The Company has disclosed the impact of

pending litigations on its financial position
in its financial statements;
2.
The Company did not have any long-term

contracts including derivative contracts for
which there were any material foreseeable
losses;
3.
There were no amounts which were required

to be transferred to the Investor Education
and Protection Fund by the Company.
For Praturi & Sriram
Firm Reg. No. 002739S
Hyderabad
19th May, 2015
Sri Raghuram Praturi

Partner
Membership No. 221770
63
Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors'
Report to the Members of the Company on the financial
statements for the year ended 31st March, 2015, we report
that:
i.
In respect of its fixed assets

a.
ii.
The Company maintains a soft copy record of its

depreciable assets, reflecting a year wise
classification of assets of such category.
b.
No physical verification of fixed assets has been

carried out by the management during the year
ended 31st March, 2015.
c.
During the year, we are informed, that the

Company has not disposed off a substantial part
of the fixed assets of the Company.
iv.
b.
In respect of the debit balances and advances in

the nature of loans, including amounts due on
current accounts, no stipulations have been made
as to repayments, and management expresses
confidence in recovering the amounts due.
a.
In our opinion, and according to the information

and explanations given to us, there exist adequate
internal control procedures commensurate with
the size of the Company, and the nature of its
business for the purchase of inventory & fixed
assets and for the sale of goods and services.
b.
Certain areas/procedures and control weaknesses

identified during the course of internal/statutory
audit and other reviews need to be considered
immediately for improvement and up-gradation
to better levels.
c.
While we have not observed any continuing failure

of intent to correct identified weaknesses in
internal controls during the course of our audit,
observations made need to be comprehensively
addressed and rectified.
In respect of its inventory

a.
As per the explanations given to us, physical

verification of raw materials, stocks in process,
finished goods and other items of consumables
inventory has been conducted by the management
during the period at regular intervals. In our
opinion, the frequency of such physical
verification is reasonable.
b.
The procedures for physical verification of

inventory followed by the management, in our
opinion, have scope for further improvement.
Most of the procedures followed, are prima facie
reasonable in relation to the size of the Company
and the nature of the business at present.
c.
The Company maintains excise related records

for its raw materials and finished goods, which
are reasonably properly maintained. For its semi
finished (in-process) stocks, the records can be
improved/bettered with respect to receipts,
issues, balances being maintained in a
chronological sequence, recording of movement
& custody of such stocks as well as consumables
inventory. We recommended the maintenance of
a priced stores ledger, and a formal procedure
for reconciliation of factory & accounts related
inventory records.
d.
We are informed by the management that no

material differences or discrepancies were
noticed on physical verification of stocks with
accounts related inventory records.
iii. a.
The Company has not granted/taken any loans,

secured or unsecured to/from the companies,
64
firms of other parties covered in the register

maintained under Section 189 of the Companies
Act, 2013, except in respect of current account
transactions with its group company, M/s. MoldTek Technologies Limited which have been settled
in accordance with agreed terms and conditions
and there are no overdue amounts.
v.
In our opinion and explanations given to us, the

Company has not invited or accepted any deposits from
the public attracting the provisions of Section 73 to
76 of the Companies Act, 2013 and the rules framed
there under. No order has been passed by the Company
Law Board regarding compliance of above said
provisions.
vi.
The Central Government has prescribed maintenance

of cost records under Section 148(1) of the Companies
Act, 2013 for the products of the Company as per Cost
Accounting Records Rules, 2014. A suitable
compliance/report in this regard is pending.
vii. a.
According to the records of the Company

furnished to us, the Company is regular in
depositing undisputed statutory dues including,
provident fund, employees state insurance,
income tax, sales tax, customs duty, excise duty,
cess and other material statutory dues with delays
of nominal nature.
b.
According to the information and explanations given to us, no undisputed amounts payable in respect of provident
fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material
statutory dues were in arrears as at 31st March, 2015 for a period of more than six months from the date they
became payable.
c.
According to the information and explanations given to us, there are no material dues of wealth tax, duty of
customs and cess which have not been deposited with the appropriate authorities on account of any dispute.
However, according to information and explanations given to us, the following dues of income tax, sales tax,
service tax and value added tax have not been deposited by the Company on account of disputes (Issues under
regular assessment are not reported):
Name of the
statute
Nature of dues
Income Tax
Payment of
advance tax
Income Tax
Payment of advance
tax & MAT credit
utilization
Income Tax
Long-term
capital gain
Income Tax
Dividend
Distribution Tax
Sales Tax Andhra Pradesh
Sales tax incentive

Scheme (Turnover)
Period to which
the amount
relates (AY)
Forum where dispute

is pending
43,81,426
2008-09
The Commissioner of Income Tax

(Appeals) - V
1,08,78,115
2009-10
Assistant Commissioner of
Income Tax - Circle 16(2)
2,23,550
2010-11
Assistant Commissioner of
Income Tax - Circle 16(2)
24,10,900
2012-13
The Commissioner of
Income Tax (Appeals) - IV
Nil
1996-97
Sales Tax Appellate Tribunal,

Andhra Pradesh, Hyderabad
Input VAT credit
16,30,409
2005-06
The High Court of Andhra Pradesh
Input VAT credit
7,56,184
2006-07

Excess input tax

credit claimed
5,58,366
2005-06

Excess input tax

credit claimed
11,29,228
2006-07

Sale of plant &

machinery
1,53,185
2007-08
The Appellate Dy. Commissioner (CT),

Panjagutta Division, Hyderabad
viii. The Company does not have any accumulated losses

at the end of the financial year and has not incurred
cash losses in the financial year and in the immediately
preceding financial year.
xii. According to the information and explanations given

to us, no material fraud on or by the Company has
been noticed or reported during the course of our
audit.
ix. In our opinion and according to the information and

explanations given to us, there are no defaults on dues
payable to institutions/bank/others on the date of the
Balance Sheet.
For Praturi & Sriram

Firm Reg. No. 002739S
x.
In our opinion and according to the information and

the explanations given to us, the Company has not
given any guarantee for loans taken by others from
banks or financial institutions.
xi.
In our opinion, the term loans availed have generally

been applied for the purpose for which they were
raised.
Hyderabad
19th May, 2015

Partner
65
BALANCE SHEET AS AT 31ST MARCH, 2015

Particulars
` Lakhs
Notes
As at
31st March, 2015
As at
31st March, 2014
EQUITY AND LIABILITIES

SHAREHOLDERS' FUNDS
Share capital
13,84
11,28
Reserves & surplus
101,82
41,22
Long-term borrowings
10,97
19,49
Other long-term liabilities
30
22
Long-term provisions
1,30
1,17
Deferred tax liabilities (Net)
4,42
4,37
Short-term borrowings
10
3,54
46,02
Trade payables
11
10,01
17,41
Other current liabilities
12
10,88
15,86
Short-term provisions
13
SHARE APPLICATION MONEY PENDING ALLOTMENT

NON-CURRENT LIABILITIES
CURRENT LIABILITIES
12,22
8,56
169,31
165,60
14
71,37
71,84
Capital work-in-progress
14
2,78
2,49
Leasehold building
14
17
20
Non-current investments
15
3,16
3,16
Long-term loans & advances
16
3,62
2,46
Other non-current assets
17
52
41
Inventories
18
27,65
28,29
Trade receivables
19
44,21
42,20
Cash and cash equivalents
20
98
61
Short-term loans & advances
21
13,63
7,36
Other current assets
22
1,22
6,58
169,31
165,60
TOTAL
ASSETS
NON-CURRENT ASSETS
Fixed assets
Tangible assets
CURRENT ASSETS
TOTAL
Per our report of even date
for PRATURI & SRIRAM
Firm Reg No. 002739S

Partner
Hyderabad
19th May, 2015
66
for and on behalf of the Board of Directors
J. Lakshmana Rao
Chaiman & Managing Director
DIN: 00649702
A. Subramanyam
DIN: 00654046
A. Seshu Kumari
Priyanka Rajora
Company Secretary
M. No.: A38168
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2015
Particulars
Notes
2014-15
` Lakhs
2013-14
INCOME
Sales
Domestic sales
Less: Excise duty
Export sales
313,36
282,46
33,63
30,21
5,30
Other income
23
Changes in inventories
24
TOTAL
285,03
1,47
253,72
80
51
(4,67)
3,85
281,16
258,08
EXPENDITURE
Material consumed
25
180,70
172,12
Employees remuneration & benefits
26
21,26
19,67
Selling & distribution expenses
27
19,85
17,38
Interest & financial charges
28
7,25
8,40
Other expenses
29
18,58
18,87
Preliminary & deferred expenses written off
30
8,23
6,95
255,87
243,40
25,29
14,68
(5)
19
60
25,34
13,89
8,42
4,36
46
16,87
9,07
Earning per share (Annualized) - BEPS (`)
14.40
8.05
- DEPS (`)
14.39
8.00
Depreciation
TOTAL
Profit before prior period adjustments & tax
Prior period adjustments
31
Extraordinary item
Profit before tax
Provision for current tax
Provision for deferred tax
Profit transferred to Balance Sheet


Partner
Hyderabad
19th May, 2015
J. Lakshmana Rao
DIN: 00649702
A. Subramanyam
DIN: 00654046
A. Seshu Kumari
Priyanka Rajora
Company Secretary
M. No.: A38168
67
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 ` Lakhs
Particulars
2014-15
2013-14
A. CASH FLOW FROM OPERATIONS

Net profit as per Statement of Profit and Loss
Adjustment for
Depreciation
Preliminary expenses & deferred expenses
Interest paid
Operating profit before working capital changes
Adjustment for
Trade and other receivables
Inventories
Trade payables
Other liabilities & short-term provisions
Loans & advances & other assets
Non-current assets
Cash generated from operations
B. CASH FLOW FROM INVESTMENT ACTIVITIES
Purchase of fixed assets
Sale/destroyed of fixed assets
Capital work-in-progress and pending capitalization
25,29
8,39
7,25
(2,01)
64
(7,41)
2,37
(91)
(1,26)
(9,14)
37
(29)
C. CASH FLOW FROM FINANCING ACTIVITIES

Earlier years defered tax/dividend provision adjusted against reserves
Share application money pending alloment
Share capital
Securities premium & capital reserve
Employee stock expenses outstanding
Provision for taxation
Provision for proposed dividend
Additions/repayment of loans
Provision for corporate dividend tax
Interest paid
Prior period & extraordinary items
Net increase/(decrease) in cash & cash equivalents
Opening balance of cash & cash equivalents
Closing balance of cash & cash equivalents

Partner
Hyderabad
19th May, 2015
68
(1)
1
2,56
51,52
(25)
(8,48)
(5,54)
(54,42)
(1,11)
(7,25)
5
15,64
40,93
(8,58)
32,35
(9,06)
23,29
(22,92)
37
61
98
14,68
7,18
1
8,40
(7,17)
(4,68)
6,13
8,15
(6,61)
(40)
(11,14)
2,20
11
65
3
12
(6)
(4,82)
(3,38)
30
(58)
(8,40)
(54)
15,59
30,27
(4,58)
25,69
(8,83)
16,86
(16,68)
18
43
61
J. Lakshmana Rao
DIN: 00649702
A. Subramanyam
DIN: 00654046
A. Seshu Kumari
Priyanka Rajora
Company Secretary
M. No.: A38168
NOTES FORMING PART OF THE FINANCIAL STATEMENTS

A.
Method of accounting
a.
attributable to assets are treated in accordance

with Accounting Standard 16 issued by the
These financial statements have been prepared
Institute of Chartered Accountants of India (ICAI).
in accordance with the Generally Accepted

b.
Accounting Principles in India to comply with the
Expenditure not specifically identified to any
Accounting Standards specified under Section 133
asset and incurred in respect of fixed assets not
of the Companies Act, 2013, read with Rule 7 of
commissioned is carried forward as expenditure
the Companies (Accounts) Rules, 2014 and the
pending allocation and forms part of capital work-
relevant provisions of the Companies Act, 2013.
in-progress.
The financial statements have been prepared
C.
Depreciation
under the historical cost convention on accrual

Straight-line method of depreciation is adopted on the
basis.
basis of and at rates prescribed by Schedule II to the

b.
The Company generally recognizes income and
Companies Act, 2013 except for leasehold buildings,
expenditure on an accrual basis except those with
c.
wherein depreciation is provided on the basis of
significant uncertainties.
estimated useful life.
The preparation of financial statements requires
In respect of fixed assets (other than capital work-in-
the management of the Company to make
progress) acquired during the year, depreciation/
estimates and assumptions that affect the
amortization is charged on a straight line basis so as
reported balances of assets and liabilities and
to write off the cost of the assets over the useful lives
disclosures relating to the contingent liabilities
and for the assets acquired prior to April 1, 2014, the
as at the date of the financial statements and
carrying amount as on April 1, 2014 is depreciated over
reported amounts of income and expense during
the remaining useful life.
the year. Management believes that the estimates

used in the preparation of the financial
The Company periodically tests its assets for
of such estimates include provisions for doubtful
impairment and if the carrying values are found in
receivables, employee benefits, provision for
excess of value in use, the same is charged to the
income taxes, the useful lives of depreciable fixed
statement of profit and loss as per AS 28. The impaired
assets and provisions for impairment. Future
loss charged to the statement of profit and loss will
results could differ due to changes in these
be reversed in the year on the event and to that extent
estimates and the difference between the actual
of enhancement in estimate of value in use.
period in which the results are known/

materialize.
Fixed assets
a.
Impairment of assets
statements are prudent and reasonable. Examples
result and the estimates are recognized in the
B.
D.
E.
Investments
Investments are either classified as current or longterm based on the management's intention at the time
of purchase. Long-term investments are carried in the
Fixed assets are stated at original cost including
books of accounts at cost of acquisition. Current
taxes, freight and other incidental expenses
investments are carried in the books of accounts at
related to acquisition/installation and after
the lower of cost or fair value. Decline in market value
adjustment of CENVAT benefits in accordance with
of long term and current investments, if any are
Accounting Standards 10 and 26 issued by ICAI.
considered
Interest/financing costs on borrowed funds
Standard 13.
in
accordance
with Accounting
69

F.
Inventories
I.
Inventories are valued as follows:

Raw material
Finished goods
Revenue recognition
Turnover includes excise duties, and sales tax/VAT
collections reduced by sale returns and quantity
At lower of applicable weighted

average of landed cost net of
discounts. Excise duty is excluded as a separate line
CENVAT benefits, or net realizable
item. Dividend income is recognized when right to
value.
receive is established. Interest income is recognized

on time proportion basis taking into account the
At lower of applicable weighted
amount outstanding and the rate applicable.
average cost (including conversion

costs) or net realizable value.
Work-in-process At applicable weighted average
J.
Employee benefits
a.
Gratuity
cost including conversion costs to

Post-employment and other long-term benefits
the stage of manufacture or net
are recognized as an expense in the statement of
realizable value.
Returned goods
profit and loss for the year in which the employee
At applicable raw material cost net
has rendered services. The expense is recognized
of estimated reprocessing cost or
at the present value of the amounts payable
net realizable value.

Moulds
determined based on actuarial valuation.
At cost.
In accordance with the Payment of Gratuity Act,
Consumables,
packing &
1972, Mold-Tek provides for gratuity, a defined
At cost.
benefit retirement plan ('the gratuity plan')
bought outs
covering eligible employees of the Company. The
G.
Cost includes material cost, labour, factory overheads
gratuity plan provides a lump-sum payment to
and depreciation and excludes interest on borrowings.
vested employees at retirement, death,
Interest and financial charges
incapacitation or termination of employment, of
a.
an amount based on the respective employee's
Documentation, commitment and service charges
salary and the tenure of employment with the
other than for term loans are spread over the
group.
tenure of the finance facility.

b.
Liabilities with regard to the gratuity plan are
Interest on hire purchase finance is charged to
determined by actuarial valuation at each balance
the statement of profit and loss as per Accounting
sheet date using the projected unit credit method
Standard Accounting for Leases issued by ICAI.
as per the Accounting Standard 15. The Company

H.
Loans under deferred credit/hire purchase
Tek Packaging Limited Employees Gratuity Trust'
purchase vest with the financing companies and on
(the Trust). Trustees administer contributions
expiry of agreements will be cancelled in favor of the
made to the Trust and contributions are deposited
Company. The cash price of assets thus financed is
in a scheme with Life Insurance Corporation as
capitalized and the principal amount along with future
permitted by the law.
interest is reflected in unsecured loans. The

corresponding amount of future interest is reflected
as deferred interest under loans & advances.
70
contributes the ascertained liabilities to the 'Mold-
The hypothecation rights of assets financed by hire
b.
Provident fund
Eligible employees of the Company receive

provident fund benefits, a defined contribution
L.
plan. Contributions of the Company as employer
Provision for current tax is made in accordance with

the provisions of the Income Tax Act, 1961. Deferred
tax provisioning on account of timing difference
between taxable & accounting income, is made in
are expensed as incurred/accrued.

c.
Taxes on income
Liability for leave encashment

Leave encashment in accordance with the policy
accordance with Accounting Standard 22 issued by the

ICAI.
of the Company and are provided based on the

actuarial valuation as pronounced in Accounting
Standard 15 of ICAI.
d.
M.
Miscellaneous expenditure
Preliminary expenses are amortized over a period of 5
years.
Employee share based payments

Measurement and disclosure of the employee
share-based payment plans is done in accordance
N.
with Securities Exchange Board of India (Employee
Assets taken on lease where the Company acquires

substantially the entire risks and rewards incidental
Stock Option Scheme and Employee Stock
to ownership are classified as finance leases. The

rental obligations, net of interest charges, are
reflected in loans and advances. Leases that do not
transfer substantially all of the risks and rewards of
Purchase Scheme) Guidelines, 1999 and the

guidance note on Accounting for 'Employee Share
Based Payments', issued by the ICAI. The excess
of market value of the stock on the date of grant
ownership are classified as operating leases and

recorded as expenses as and when payments are made
over the lease term.
over the exercise price of the option is recognized

as deferred employee stock compensation and is
charged to the statement of profit and loss on
straight-line method over the vesting period of
O.
the options or on exercising of the options. The
Earnings per share

The basic earnings per share ('BEPS') is calculated by
unamortized portion of cost is shown under stock
dividing the net profit or loss after taxes for the year
attributable to equity shareholders by the weighted
average number of equity shares outstanding during
the year. The diluted earnings per share ('DEPS') is
options outstanding. In case of lapsed options,

during the year of such lapsing, the compensation
expenses charged earlier are reversed along with
balance of deferred employee compensation
calculated after adjusting the weighted average

number of equity shares to give extent of the potential
equity shares on the fully convertible warrants
outstanding.
pertaining to such lapsed options.

K.
Leases
Foreign currency transactions

Transactions denominated in foreign currencies are
recorded at the exchange rate prevailing on the date
P.
Contingent liabilities & assets
of the transaction. Exchange gains or losses on
Provisions involving substantial degree of estimation
recognition of transaction within the accounting year
in measurement are recognized when there is a present
relating to fixed assets are capitalized while in respect
obligation as a result of past events and it is probable
of others the impact is recognized in the statement of
that there will be an outflow of resources. Contingent
profit and loss. Outstanding monetary transactions
liabilities are not recognized but are disclosed in the
denominated in foreign currencies at the yearend are
notes. Contingent assets are neither recognized nor

disclosed in the financial statements.
restated at year end rates.
71
Notes to the Balance Sheet & Statement of Profit and Loss

2.
The previous period's figures have been reworked, regrouped, rearranged and reclassified wherever necessary. However
the previous year financials are true and fair and are free from material misstatements. Accordingly, amounts and
other disclosures for the preceding year are included as an integral part of the current year financial statements and
are to be read in relation to the amounts and other disclosures relating to the current year.
3.
SHARE CAPITAL
Particulars
a.
` Lakhs
As at
31st March, 2015
As at
31st March, 2014
14,50
13,50
14,50
13,50
13,84
11,28
13,84
11,28
Authorized
1,45,00,000 equity shares of `10 each
(31st March, 2014: 1,35,00,000 equity shares of `10 each)
b.
Issued, subscribed and paid up

1,38,40,526 equity shares of `10 each
(31st March, 2014: 1,12,77,276 equity shares of `10 each)
3.1
79,95,776 equity shares out of the issued, subscribed and paid up share capital were allotted in the financial
year 2007-08 pursuant to the Scheme of Arrangement without payments being received in cash.
3.2
46,625 equity shares of `10 each issued at a premium of `52.95 per share on 6th July, 2011 by way of Employee
Stock Option Scheme.
3.3
12,40,000 equity shares of `10 each issued at a premium of `30 per share on 7th September, 2011 by way of
preferential offer.
3.4
9,125 equity shares of `10 each issued at a premium of `52.95 per share on 19th December, 2011 by way of
Employee Stock Option Scheme.
3.5
19,25,000 equity shares of `10 each issued at a premium of `35.80 per share on 4th February, 2012 by way of
preferential offer.
3.6
37,800 equity shares of `10 each issued at a premium of `52.95 per share on 10th July, 2012 by way of
Employee Stock Option Scheme
3.7
22,950 equity shares of `10 each issued at a premium of `52.95 per share on 29th June, 2013 by way of
3.8
25,100 equity shares of `10 each issued at a premium of `52.95 per share on 13th June, 2014 by way of
3.9
39,800 equity shares of `10 each issued at a premium of `52.95 per share on 25th July, 2014 by way of Employee
Stock Option Scheme.
3.10 24,98,350 equity shares of `10 each issued at a premium of `210.17 per share on 3rd February, 2015 by way of
Qualified Institutional Placement (QIP).
72

c.
The reconciliation of the number of shares outstanding is set out below:

As at 31st March, 2015
Particulars
Shares outstanding at the beginning of the year

Add: Shares issued on exercise of
Employee Stock Option Scheme
Add: Shares issued for QIP
Shares outstanding at the end of the year
d.
Number of
shares
1,12,77,276

Number of
shares
11,27,72,760
1,12,54,326 11,25,43,260
64,900
6,49,000
22,950
2,29,500
24,98,350
2,49,83,500
1,38,40,526
13,84,05,260
1,12,77,276 11,27,72,760
Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
Name of shareholder
Number of
shares
% Held
Number of
shares
% Held
J. Lakshmana Rao
12,62,466
9.12
12,61,476
A. Subramanyam
10,14,562
7.33
10,14,562
6,60,019
5.85
10,28,750
7.43
J. Sudharani
SBI Funds Management Private Limited
e.
11.19
MTPL Employee Stock Option Scheme

In respect of 2,02,000 options granted to employees on 4th June, 2010 under theEmployees Stock Option
scheme, in accordance with the guidelines issued by Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, at `26 per option, the discount value
(`36.95) of option is accounted as deferred employee compensation, amortized on a straight line basis over the
vesting period.
During the year, 64,900 shares have been allotted to the employees against options exercised by them. 3,950
options pertaining to the employees left during the year have been lapsed as they have not exercised the option
as on the date of their resignation and for 5,000 options pertaining to the employees on rolls, the lapsing period
has been extended during the year till 31st March, 2015 and have been fully exercised. The employee compensation
expenses pertaining to the lapsed options charged earlier against profits of the Company have been reversed
along with the balance of deferred employee compensation pertaining to those options.
` Lakhs
As at
31st March, 2015
As at
31st March, 2014
Options outstanding at beginning of the year
73,850
1,05,950
Less: Exercised
64,900
22,950
Less: Lapsed
3,950
9,150
Options outstanding at end of the year
5,000
73,850
Particulars
73

4.
RESERVES & SURPLUS

Particulars
` Lakhs
As at
31st March, 2015
As at
31st March, 2014
Capital reserve
Opening balance
Add: During the year
49
49
49
49
Securities premium
Opening balance
23,26
23,14
Add: During the year
52,85
12
Less: QIP expenses
1,33
74,78
23,26
General reserve
Opening balance
8,95
Add: Transfer from profit for the year
2,53
7,59
11,48
1,36
8,95
Share options outstanding account

Opening balance
Add: Current year transfer
Less: Written back in current year
27
33
1
26
6
2
12
27
Surplus
Opening balance
Less: Deferred tax of before demerger
Less: Depreciation as per Companies Act, 2013
Add: Previous year dividend excess/(short) provision
Add: Profit for the year
8,25
6,29
2,44
88
(1)
65
16,87
9,07
24,23
13,57
2,77
1,69
Proposed final dividend
2,77
1,69
Tax on dividend
1,11
58
General reserve
2,53
1,36
Less: Appropriations
Interim dividend
9,18
TOTAL
15,05
5,32
101,82
8,25
41,22
During the year, the Company has issued 24,98,350 equity shares of `10 each at a premium of `210.17 per share on
3rd February, 2015 by way of Qualified Institutional Placement resulting in increasing securities premium by `52,51
lakhs.
The Company has transferred 15% of net profits to general reserve as a matter of earlier practice.
During the year, assets amounting to `88 lakhs, whose remaining useful life is nil are recognized, and value of the
same has been adjusted in the opening balance of retained earnings as per Schedule II of the Companies Act, 2013.
The Board of Directors in their meetings held on 5th March, 2015 and 19th May, 2015 has recommended an interim
dividend of `2 and a final dividend of `2 per equity share.
5.
SHARE APPLICATION MONEY PENDING ALLOTMENT

Share application money of `1,30,000 pertains to the options outstanding towards the end of the year. The same have
been received during March 2015.
74

6.
LONG-TERM BORROWINGS
` Lakhs

Particulars
Non-current
Current
maturities
Non-current
Current
maturities
Secured loans
- Term loan from banks
- Hire purchases loans
4,22
3,75
11,83
6,01
17
12
18
14
4,39
3,87
12,01
6,15
Unsecured loans
- Sales tax deferment
TOTAL
6,58
7,48
1,14
10,97
387
19,49
7,29
The amounts shown under the above column 'Current maturities', `3,87 lakhs pertain to the repayment commitments
of the Company during the next 12 months.
6.1 Secured loans
Term loans from bank
As at the year end, the Company has a total secured term borrowings of `7,97 lakhs from Citibank. The same
have been classified under non-current (`4,22 lakhs) and current liabilities (`3,75 lakhs). During the year, the
Company has been paid an amount of `3,86 lakhs to ICICI Bank on pre-closure of loans.
The following assets of the Company are covered under the said securitization:
a.
Citibank has first exclusive charge by way of equitable mortgage on the factory land & buildings situated at
Survey No.82/2A, Mhavashi Village, Khandala (Taluk), Satara District, Maharashtra, belonging to the Company.
b.
Citibank has first exclusive charge on plant & machinery and other fixed assets of Satara plant.
c.
Citibank has first pari passu charge by way of equitable mortgage on the factory land & building situated at
Survey No.160/A, 161/1, 161/5, Bhimpore Village, Nani Daman, Diu & Daman, belonging to the Company.
d.
Citibank has first pari passu charge on plant & machinery and other movable fixed assets of Daman plant.
e.
Second pari passu charge on present and future stocks and book debts of the Company.
Hire purchase loans

The Company has been availing hire purchase loans for vehicles from various financial institutions with a tenor of
36 to 60 installments. As at the year end, the Company has total hire purchase loans of `29 lakhs which have been
classified under non-current liabilities (`17 lakhs) and current liabilities (`12 lakhs).
6.2 Unsecured Loans
The Government of Andhra Pradesh has extended the Company, the incentive of sales tax deferral scheme pursuant
to which the sales tax payment attributable to the sales effected out of production is deferred (interest-free) for
a period of 14 years. The Company has availed this scheme for production facility of its 2nd expansion at Annaram
unit for `7,51 lakhs and production facility at Dommarapochampally unit for `4,22 lakhs.
The sales tax payment deferred in each year is repayable after the expiry of the deferment period. The Company
has completed its 14 years period for both these units. The Company has been repaying installments of the
deferred sales tax in accordance with the scheme. The total sales tax deferral amounts as on 31st March, 2015
stands at `6,58 lakhs (31st March, 2014: `8,62 Lakhs). The same have been classified under non-current liabilities,
and `2,04 lakhs was paid during the year.
75

7.
OTHER LONG-TERM LIABILITIES
` Lakhs
Particulars
As at
31st March, 2015
As at
31st March, 2014
Deposits transfer from Strongpet amalgamation

Deposits collected from job workers & employees
TOTAL
27
19
30
22
The above figures include security deposits collected from job workers & employees which will be repaid on successful
completion of contracted terms.
8.
LONG-TERM PROVISIONS
` Lakhs
As at
31st March, 2015
As at
31st March, 2014
Gratuity (funded `35 Lakhs)
98
85
Leave encashment (unfunded)
32
32
1,30
1,17
Particulars
TOTAL
The employees' gratuity fund scheme managed by a Trust (Life Insurance Corporation of India) is a defined plan. The
present value of obligation is determined based on actuarial valuation as per Accounting Standard 15.
Reconciliation of employee benefits
31st March, 2015
Particulars
Balance at beginning of the year
Benefits paid
Current service cost
Prior period adjustment
Balance at the end of the year
Gratuity
31st March, 2014
Leave
encashment
1,02
Gratuity
39
93
Balance at beginning of the year

Amount credited towards fund
Amount paid as claim
Interest credited for the year
Balance at the end of the year
76
25
(4)
(7)
(8)
(2)
98
32
85
23
31
17
17
1,29
49
1,02
39
Reconciliation of gratuity funded at Life Insurance Corporation of India

Particulars
Leave
encashment
` Lakhs
As at
31st March, 2015
As at
31st March, 2014
27
25
(3)
(9)
35
27

9.
DEFERRED TAX LIABILITY (NET)

The cumulative deferred tax liability as on 31st March, 2015 stands at `4,42 lakhs. In addition to the existing opening
provision of `4,37 lakhs towards deferred tax liability, the Company during the year has provided `5 lakhs.
10. SHORT-TERM BORROWINGS
` Lakhs
As at
31st March, 2015
Particulars
As at
31st March, 2014
Secured loans
- ICICI Bank cash credit
(39)
15,58
- Yes Bank cash credit
(18)
5,45
- HSBC Bank cash credit
4,15
- Citibank cash credit
(4)
TOTAL
24,99
3,54
46,02
The Company has been availing its working capital requirements from multiple banks like ICICI Bank, Citibank and Yes
Bank. During the current year, in addition to the aforesaid banks, it has also availed working capital requirement from
HSBC Bank.
Bank
Nature of
borrowing
ICICI Bank
CC*
ICICI Bank
BG**
Limits as at 31st March

2015
2014
15,00
15,00
1,00
50
Yes Bank
CC
10,00
6,00
HSBC Bank
CC
10,00
Citibank
CC
TOTAL
25,00
25,00
61,00
46,50
Balances as at 31st March

2015
(39)
70
(18)
4,15
(4)
4,24
2014
15,58
45
5,45
24,99
46,47
* CC: Cash credit

** BG: Bank guarantee
Working capital facilities from the banks are secured by hypothecation by way of first charge on the following assets
of the Company:
a.
First pari passu charge to the above four banks by way of hypothecation of the borrower's entire current assets
which inter-alia include stocks of raw material, work in process, finished goods, consumable stores & spares
and such other movables including book debts, outstanding monies, receivables both present and future of such
form satisfactory to the bank.
b.
First pari passu charge to the above four banks by way of hypothecation of the borrower's movable fixed assets
of the Company (Except those specifically charged for the term loans).
c.
First pari passu charge to the above four banks by way of equitable mortgage on the following immovable fixed
assets of the Company:
1.
First charge by way of equitable mortgage of land measuring 6.5125 acres & building in Survey No. 54, 55/
A, 70, 71 & 72 of Annaram Village, Near Air Force Academy, Jinnaram Mandal, Medak District, Telangana,
belonging to the Company.
2.
First charge by way of equitable mortgage of land measuring 6,413 sq. yards and building in Survey No. 164
part, Dammarapochampally Village, Qutubullapur, R. R. District, Telangana, belonging to the Company.
3.
First charge by way of equitable mortgage of land measuring 1,066.63 sq. yards & buildings in Plot No.
D-177 Phase III, IDA, Jeedimetla, Qutballapur Mandal, R.R. District, Telangana, belonging to the Company.
77

4.
First charge by way of equitable mortgage of ground floor, cellar area of building bearing Municipal No.
8-2-293/82/A/700 & 700/1 on Plot No. 700 forming part of Survey No. 120 (New) of Shaikpet Village and
Survey No. 102/1 of Hakimpet Village admeasuring 3,653 sq. ft. of the office space presently occupied by
the vendee 50% or 930 sq. ft of reception area of 1,860 sq. ft. all in relevance to the ground floor 400 sq.
yards out of 1,955 sq. yards situated within the approved layout of the Jubilee Hills Co-operative House
Building Limited at Road No. 36, Jubilee Hills, belonging to the Company.
d.
First pari passu charge to ICICI Bank & Citibank by way of equitable mortgage of all that the land admeasures
11,586 sq. mtrs & building in Survey No. 160A, 161/1, 161/5, 160B of Bhimpore Village & Panchayat Nani,
Daman, Diu & Daman, belonging to the Company.
e.
Personal guarantees of J. Lakshmana Rao, A. Subramanyam and P. Venkateswara Rao, Directors of the Company.
11. TRADE PAYABLES

Particulars
Creditors for goods
Creditors for expenses
TOTAL
` Lakhs
As at
31st March, 2015
As at
31st March, 2014
7,34
14,31
2,67
3,10
10,01
17,41
Creditor balances are subject to confirmation and reconciliation.

12. OTHER CURRENT LIABILITIES
Particulars
Current maturities of long-term debt (Refer Note No.6)
` Lakhs
As at
31st March, 2015
As at
31st March, 2014
3,87
7,29
Duties & taxes (Including excise & service tax)
65
98
Advances received from customers
57
66
Interest accrued but not due

Unpaid dividend
59
60
Outstanding expenses payable
2,12
2,21
Provision for Daman unit building repair
1,57
2,54
TDS payable
Employee salaries, benefits & contributions payable
TOTAL
17
14
1,31
1,39
10,88
15,86
13. SHORT-TERM PROVISIONS

Particulars
Provision for gratuity (unfunded)
Provision for leave encashment (unfunded)
Provision for proposed dividend & tax thereon*
Provision for current year income tax
TOTAL
*Refer Note no. 4 under reserves & surplus
78
` Lakhs
As at
31st March, 2015
As at
31st March, 2014
31
17
17
3,32
3,96
8,42
4,36
12,22
8,56
7,11
101,48
Previous year
11,14
9,14
13
11
2,50
3,79
2,26
4,63
1,60
24
1,32
107,99
115,53
2,79
1,26
63
74
62
1,17
3,48
16,79
56,80
30
23,84
7,11
31,20
35,95
84
24
14
28
12
29
1,23
7,08
22,70
10
2,93
As on
As on
31st March, 1st April,
2015
2014
7,18
8,39
40
11
13
23
13
10
26
1,31
5,03
66
For the
year
2,43
1,23
1,20
88
81
Deletions Adjustments
DEPRECIATION
7,11
71,54
72,04
43,99
1,57
90
36
19
35
78
1,99
8,41
29,46
17
20,25
35,95
1,22
36
27
55
27
39
1,49
8,38
27,34
13
3,59
72,04
1,86
2,59
Previous year
11,04
9,43
48
8,95
Additions
during
the year
11,14
9,14
61
8,53
Capitalized
during
the year
2,49
2,78
2,78
As on
31st March,
2015
In the opinion of the management, there are no assets of the Company carried in the financial statements whose value in use stands diminished
vis--vis their carrying cost, and hence no provision or charge off is considered necessary.
2,49
13
2,36
TOTAL
Capital work-in-progress - Daman
Capital work-in-progress - Except Daman
As on
1st April,
2014
CAPITAL WORK-IN-PROGRESS & EXPENDITURE PENDING ALLOCATION
94
44
38
42
77
2,19
7,45
31,63
20
18,65
7,11
As on
As on
As on
31st March, 31st March, 31st March,
2015
2015
2014
NET BLOCK
` Lakhs
Depreciation of `16 lakhs has been capitalized, since the concerned assets used for the purpose of generating in-house assets during the year.
107,99
TOTAL
2,70
58
Software
Vehicles
66
Computers
1,18
54
Office equipment
Furniture & fixtures
3,42
1,06
Works equipment
14,53
Moulds
Electrical installations
54,33
30
21,58
Deletions
GROSS BLOCK
As on Additions
1st April,
2014
Plant and machinery
Leasehold improvements
Building
Land
14. FIXED ASSETS
79

15. NON-CURRENT INVESTMENTS
` Lakhs
As at
31st March, 2015
As at
31st March, 2014
(Market value `8,19 lakhs)
3,16
3,16
TOTAL
3,16
3,16
Particulars
In equity shares (quoted) (at cost)
4,23,433 Equity shares of Mold-Tek Technologies Limited
(31st March, 2014: 4,23,433)
16. LONG-TERM LOANS AND ADVANCES

Particulars
` Lakhs
As at
31st March, 2015
As at
31st March, 2014
(Unsecured and considered good)

Deposits with government bodies
Capital advances
Other deposits
TOTAL
88
79
1,95
85
79
82
3,62
2,46
Deposits with government bodies include amounts parked as security deposit with electricity departments (`88 lakhs)
of state governments where the manufacturing facilities are situated. Other deposits include EMD and security deposits
of `49 lakhs with customers and rental deposits of `26 lakhs. Capital advances include payment of `1,78 lakhs for
acquisition machinery and `17 lakhs for acquiring licenses and implementing ERP.
17. OTHER NON-CURRENT ASSETS
` Lakhs
As at
31st March, 2015
As at
31st March, 2014
35
27
Margin money
13
TOTAL
52
41
Particulars
Employee gratuity trust (Funded)
Deferred interest
18. INVENTORIES
As at
31st March, 2015
As at
31st March, 2014
Raw materials
9,18
5,33
Finished goods
4,50
6,40
Work-in-process
6,74
9,83
Packing material & consumable stores
6,09
5,77
14
1,14
82
27,65
28,29
Particulars
Residue damaged by fire

Sale in transit (value of goods at cost)
TOTAL
80
` Lakhs

Inventory quantities & values as at the balance sheet date are as certified by the management.
19. TRADE RECEIVABLES
` Lakhs
As at
31st March, 2015
As at
31st March, 2014
Considered good
40
42
Considered doubtful
20
33
(20)
(33)
Particulars
(Unsecured)
Over six months
Provision for doubtful debts

Others
Considered good
Considered doubtful
TOTAL
43,81
41,78
44,21
42,20
Sundry debtors are subject to confirmation and reconciliation. Sundry debtors include an amount of `60 lakhs outstanding
for more than 6 months against which a provision for `20 lakhs has been made. However, the management expresses
confidence in the recovery of the balance over dues.
20. CASH AND CASH EQUIVALENTS
Particulars
Cash in hand
` Lakhs
As at
31st March, 2015
As at
31st March, 2014
Current & dividend accounts
93
57
TOTAL
98
61
21. SHORT-TERM LOANS AND ADVANCES
` Lakhs
As at
31st March, 2015
As at
31st March, 2014
Deposits with excise authorities
1,66
2,20
Advance tax & TDS receivable
Particulars
(Unsecured and considered good)
9,20
3,47
Prepaid expenses
52
39
Staff advances
20
20
Advance to suppliers
TOTAL
2,05
1,10
13,63
7,36
81

22. OTHER CURRENT ASSETS
` Lakhs
Particulars
As at
31st March, 2015
As at
31st March, 2014
6,25
Fire insurance claim receivable

Interest receivable on electricity deposits& sales tax incentive*
71
Others
51
28
TOTAL
1,22
6,58
During the year, the Company has received `6,25 lakhs against Daman unit fire accident insurance claim which occurred
during the previous financial year.
*Sales tax incentive aggregating to `65 lakhs of which `15 lakhs pertaining to financial year 2013-14 and the balance
amount is belonging to 2014-15, the said amounts are receivable from Government of Maharashtra on account of
'Package Scheme of Incentives 2007'.
Others include 96,480 shares of Mold-Tek Plastics Limited costing `28 lakhs (Market value as on 31st March, 2015:
`2,05 Lakhs), vested in the Company in accordance with the scheme of arrangement approved by the Hon'ble High
Court of Andhra Pradesh.
During the year, the Company had registered as 'Mold-Tek Packaging Investments Trust' on 9th June, 2014. All the
above shares and dividend amount of `23 lakhs pertaining to those shares were transferred to the Trust.
23. OTHER INCOME
` Lakhs
Particulars
2014-15
Sale of scrap & others
2013-14
46
Product development charges
24
Rent received
Dividend received
Foreign exchange gain
Interest received
10
Profit on sale of fixed assets
10
TOTAL
80
51
24. CHANGES IN INVENTORIES OF FINISHED GOODS & WORK-IN-PROCESS

Particulars
` Lakhs
2014-15
2013-14
Closing stock
Finished goods
5,63
Work-in-process
6,75
7,22
12,38
9,83
17,05
Opening stock
Finished goods
7,22
Work-in-process
9,83
TOTAL
82
5,33
17,05
(4,67)
7,87
13,20
3,85

25. MATERIAL CONSUMED
Particulars
` Lakhs
2014-15
2013-14
Raw material
Opening stock
Add: Purchases
Less: Closing stock
5,33
5,70
157,48
9,18
144,96
153,63
5,33
145,33
Master batch
5,30
4,63
Handles
7,18
7,12
Printing material
8,27
9,01
Others
Consumables & spares
Packing materials
TOTAL
54
54
174,92
166,63
1,09
1,17
4,69
4,32
180,70
172,12
26. EMPLOYEE REMUNERATION & BENEFITS

Particulars
Salaries, wages, allowances & bonus
Contribution to provident fund & ESIC
Welfare expenses
Gratuity & leave encashment
Directors remuneration& perquisites
Employee compensation expenses (ESOS)
TOTAL
` Lakhs
2014-15
2013-14
17,48
16,23
65
54
1,04
1,10
48
24
1,60
1,51
21,26
19,67
Managerial remuneration
` Lakhs
Particulars of remuneration paid/payable to Directors

Particulars
Salary and allowances
2014-15
2013-14
1,98
1,77
Medical reimbursement
Electricity & water
Other perquisites
Commission
Leave encashment
Sitting fee
TOTAL
Less: Transfer to capitalization
Charged to Statement of Profit and Loss
17
2,27
2,05
50
54
1,77
1,51
Leave encashment pertains to previous years; the same has been recognized in the prior period adjustments.
83

27. SELLING & DISTRIBUTION EXPENSES
Particulars
Carriage outwards
Sales promotion & commission
Advertisement expenses
Sales tax
TOTAL
` Lakhs
2014-15
2013-14
10,25
8,30
30
19
9,29
8,87
19,85
17,38
28. INTEREST & FINANCIAL CHARGES

Particulars
` Lakhs
2014-15
2013-14
Interest on term loans
1,85
2,62
Interest on working capital
4,77
5,33
63
45
7,25
8,40
Interest on HP loans and other financial charges

TOTAL
29. OTHER EXPENSES

Particulars
` Lakhs
2014-15
2013-14
Manufacturing expenses
Power & fuel
8,84
9,27
Job work charges
1,99
2,19
Repairs & maintenance - Machinery
1,32
1,29
47
39
Rent
64
60
Rates & taxes
30
22
Insurance
43
31
Communication expenses
38
40
Repairs & maintenance - Moulds

Administrative expenses
Electricity charges
19
19
Foreign travel
15
14
Travelling and conveyance - others
77
87
Printing & stationery
27
22
Repairs to buildings
11
1,24
1,04
39
25
Repairs to others
Professional charges
Payment to auditors
11
Bank charges
47
28
28
Provision for bad debts and write-off
10
41
Loss on foreign exchange transactions
Loss on sale of fixed assets
Corporate social responsibility
16
General expenses
23
33
18,58
18,87
TOTAL
84

Payments to auditor
Particulars
` Lakhs
2014-15
2013-14
Statutory audit including quarterly reviews & tax audit fee
Retainer fee for tax and other matters
11
TOTAL
30. PRELIMINARY & DEFERRED EXPENSES WRITTEN OFF

Particulars
` Lakhs
2014-15
2013-14
Opening balance at beginning of the year
Add: Additions
Less: Written off during the year
TOTAL
31. PRIOR PERIOD ADJUSTMENTS - EXTRAORDINARY ITEM

Prior period adjustments includes `17 lakhs against leave encashment for Directors pertaining to earlier years and
income of `15 lakhs sales tax incentive receivable from Maharashtra Commercial Tax Department against VAT payments
of previous year.
32. EVENTS OCCURING AFTER THE BALANCE SHEET (2014-15)
All the numbers have been considered in the financial statements as per Para 3.2 of AS 4.
33. CONTINGENT LIABILITIES
a.
Bank guarantees
The Company has provided bank guarantees to the tune of `70 lakhs comprising of bid securities and performance
guarantees given to its customers/prospective customers.
b.
Export obligations
The Company has a cumulative export obligation to the tune of $18 lakhs (`9,34 lakhs) as on 31st March, 2015,
the particulars of which are as below:
c.
i.
Of the total obligation $9 lakhs (`4,07 lakhs) was against the licenses utilized against import of machinery by
erstwhile Mold-Tek Technologies Limited. The Company has fulfilled the export obligations against these
licenses by 31st March, 2011. The details have been submitted to customs department for redemption of
licenses. Including the licenses amounting to $5 lakhs redeemed by 31st March, 2014, further licenses
amounting to $1 lakh (`43 lakhs) have been redeemed during the year and redemption licenses for the
balance $3 lakhs (`1,20 Lakhs) is awaited.
ii.
Further, licenses granted under EPCG Scheme for import of machinery for which guarantee bonds valuing
`96 lakhs were issued to customs department. The Company has an export obligation of $9 lakhs (`5,27
lakhs) against these licenses utilized for imports. The Company, till the end of the year under review, has
fulfilled an obligation amounting to $9 lakhs (`5,27 lakhs) including that of $4 lakhs (`2,10 lakhs) fulfilled
during this year.
No contingent liability is considered towards rebates availed on power bills in earlier years and short payments
arising as a consequence thereof.
85

34. Additional information pursuant to the provisions of paragraph Viii (a), Viii (b) & Viii (e) of Part II of Schedule III to
the Companies Act, 2013
a.
CIF value of imports

Particulars
` Lakhs
2014-15
2013-14
61
53
Capital goods & maintenance spares
1,79
1,13
TOTAL
2,40
1,66
Raw materials & BOPP film
b.
Earnings in foreign currency (on accrual basis)
` Lakhs
Particulars
2014-15
2013-14
FOB value of exports
5,29
1,47
c.
Expenditure in foreign currency

Particulars
` Lakhs
2014-15
2013-14
15
14
2014-15
2013-14
16,86,64,196
9,07,41,788
1,17,14,734
1,12,71,743
5,000
73,850
1,17,19,734
1,13,45,593
Basic (`)
14.40
8.05
Diluted (`)
14.39
8.00
Travelling
35. EARNINGS PER SHARE

Particulars
Profit available for equity share holders (`)
Weighted average number of equity shares outstanding for BEPS
Weighted average number of potential equity shares,
warrants and ESOPs outstanding
Weighted average number of equity shares for DEPS
Earnings per share - Face value of `10
36. Related party disclosures

1.
2.
3.
86
Related parties and nature of relationship

Mold-Tek Technologies Limited
Group company
Friends Packaging Private Limited
Relative of Director
Capricorn Industries
J.S. Sundaram & Co.
Key management personnel

J. Lakshmana Rao
A. Subramanyam
P. Venkateswara Rao
Relatives of key management personnel

A. Seshu Kumari
Finance Controller
J. Navya Mythri
Assistant Finance Controller

Related party transactions
` Lakhs
Related party
Purchases
Friends Packaging Industries
Services received
J.S. Sundaram & Co.
Remuneration
J. Lakshmana Rao
A. Subramanyam
P. Venkateswara Rao
Dividend
J. Lakshmana Rao
A. Subramanyam
P. Venkateswara Rao
A. Seshu Kumari
J. Navya Mythri
Salaries
A. Seshu Kumari
J. Navya Mythri
Rent paid
A. Seshu Kumari
Rent received
Personal guarantee given to bank
J. Lakshmana Rao
A. Subramanyam
P. Venkateswara Rao
J. Mytreyi
Other transactions
Mold-Tek Technologies Limited
Outstanding payable
at the end of the year
J.S. Sundaram & Co.

Partner
Hyderabad
19th May, 2015
Relative of key
management personnel
2014-15
2013-14
2,16
1,40
1,82
1,31
18
2014-15
2013-14
19
3
27
9
11
7
10
10
Key management
personnel
2014-15
2013-14
39
1,09
77
34
93
76
63
51
6
25
20
2
8,40
7,24
51
9,56
7,13
77
40
22
31
2
1
25
3
J. Lakshmana Rao
DIN: 00649702
A. Subramanyam
DIN: 00654046
A. Seshu Kumari
Priyanka Rajora
Company Secretary
M. No.: A38168
87
88
MOLD-TEK PACKAGING LIMITED

CIN L21022TG1997PLC026542
Regd Office: 8-2-293/82/A/700, Ground Floor, Road No. 36,
Jubilee Hills, Hyderabad - 500 033
Tel: + 91 40 4030 0300
Fax: + 91 40 4030 0328
Website: www.moldtekgroup.com | Email: ir@moldtekindia.com
PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
Name and address of the Member(s)____________________________________________________________________

E-mail ID: ___________________________________ Folio No/DPID & Client ID:_________________________________
I/We, being the member (s) of________________________ shares of Mold-Tek Packaging Limited, hereby appoint
1.
Name____________________________________________________________ E-mail ID: _______________________

Address:_______________________________________________________________________________________
Signature:______________________________________
Or failing him:
2.
Name____________________________________________________________ E-mail ID: _______________________

Address:_______________________________________________________________________________________
Signature:______________________________________
Or failing him:
3.
Name____________________________________________________________ E-mail ID: _______________________

Address:_______________________________________________________________________________________
Signature:______________________________________
As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 18th Annual General Meeting
of the Company at Best Western Jubilee Ridge, Plot No.38 & 39, Kavuri Hills, Road.No.36, Jubilee Hills,
Hyderabad - 500 033 on Monday, 28th day of September, 2015 at 10.30 a.m. and at any adjournment thereof in respect
of such resolutions as indicated overleaf:
89
Resolution No.
Resolutions
Ordinary Business
1.
To receive, consider and adopt the Audited Balance Sheet as on 31st March, 2015, Statement of Profit
and Loss for the year ended 31st March, 2015 and the Report of the Directors and Auditors thereon.
2.
To confirm the payment of interim dividend and to declare final dividend on equity shares for the
financial year ended 31st March, 2015.
3.
To appoint a Director in place of J. Mytraeyi (DIN: 01770112), who retires by rotation and being
eligible, offers herself for re-appointment.
4.
To ratify appointment of M/s. Praturi & Sriram & Co., Chartered Accountants (ICAI Firm Registration
No. 002739S).
5.
To approve revision of remuneration of J. Lakshmana Rao (DIN: 00649702), Chairman & Managing
Director of the Company.
6.
To approve revision of remuneration of A. Subramanyam (DIN: 00654046), Deputy Managing Director of

the Company.
7.
To approve revision of remuneration of P. Venkateswara Rao (DIN: 01254851), Deputy Managing Director
of the Company.
8.
To approve and adopt draft form of the regulations contained in the Articles of Association in substitution
of the existing Articles of Association of the Company.
Special Business
Signed this___________________________ day of_________________ 2015
Signature of shareholder _____________ Signature of Proxy holder(s) ______________________
Affix a
15 paise
Revenue
Stamp
NOTES
1.
This form of proxy in order to be effective should be duly completed and deposited at the Regd office:
8-2-293/82/A/700, Ground Floor, Road No. 36, Jubilee Hills, Hyderabad - 500 033, not less than 48 hours before the
commencement of the Meeting.
2.
Those members who have multiple folios with different joint holders may use copies of this proxy.
90
MOLD-TEK PACKAGING LIMITED

CIN L21022TG1997PLC026542
Regd Office: 8-2-293/82/A/700, Ground Floor, Road No. 36,
Jubilee Hills, Hyderabad - 500 033
Tel: + 91 40 4030 0300
Fax: + 91 40 4030 0328
Website: www.moldtekgroup.com | Email: ir@moldtekindia.com
ATTENDANCE SLIP
(To be presented at the entrance)
18th ANNUAL GENERAL MEETING
Folio No/DPID & Client ID:
Name and address

of the shareholder(s) :
I/We here by record my/our presence at the 18th Annual General Meeting of the Company at Best Western Jubilee
Ridge, Plot No.38 & 39, Kavuri Hills, Road No.36, Jubilee Hills, Hyderabad - 500 033 at 10.30 a.m. on Monday, 28th day
of September, 2015.
Name of the Attended Member/Proxy
Note: 1.
Signature of the Attended Member/Proxy
Only Member/proxy can attend the meeting
2.
Member/Proxy should bring his/her copy of annual report for reference at the Meeting
3.
Those members who have multiple folios with different joint holders may use copies of this Attendance
Slip.
91
92
2.1 kilometers from HITEC City.

3.8 kilometers from Banjara Hills.
TABLE OF CONTENTS
62
Balance Sheet
66
Five Year Performance Review
Statement of Profit and Loss
67
Notice of AGM
Cash Flow Statement
68
Directors Report
22
69
Management Discussion & Analysis
46
Proxy Form
89
49
Attendance Slip
91
Design & production Capricorn, Hyderabad

MoldTek Packaging AR 2015

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TABLE OF CONTENTS

Design & production Capricorn, Hyderabad

Management Discussion & Analysis

Mold-Tek Packaging Annual Report 2015

Mold-Tek Packaging Annual Report 2015

J. Lakshmana Rao, Chairman & Managing Director

J. Mytraeyi, Non-Executive Promoter Director

Vasu Prakash Chitturi, Non-Executive Independent Director

CHIEF FINANCIAL OFFICER

CIN: L21022TG1997PLC026542 | Website: www.moldtekgroup.com

Mold-Tek Packaging Annual Report 2015

Five years performance review

Growth rate (%)

Less: Excise duty

Gross income from operations

Interest & finance expenses

Growth rate (%)

Reserves & surplus

Book value per share (`)

Dividend payout ratio

Equity dividend (%)

Net fixed assets

To receive, consider and adopt the audited financial

To confirm the payment of interim dividend and to

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

To ratify appointment of Auditors and fix their

passed by the Members of the Company at the 16th

The Company shall pay to J. Lakshmana Rao, in

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

Perquisites & allowances

Mold-Tek Packaging Annual Report 2015

including salary, perquisites and any other allowances

included in the computation of the ceiling of

Provident and superannuation fund: The

Gratuity: Gratuity payable shall not exceed

the foregoing resolution, or as may be otherwise

iii. Leave encashment: Encashment of leave at

Provision of car and telephone: J. Lakshmana

Commission: In addition to the salary and

J. Lakshmana Rao shall be entitled to

He will not be eligible for any sitting fees of

RESOLVED FURTHER THAT notwithstanding anything

RESOLVED FURTHER THAT the Board of Directors be

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

Commission: In addition to the salary and

A. Subramanyam shall be entitled to

He will not be eligible for any sitting fees of the

Perquisites & allowances

for private purpose and personal long

Provident and superannuation fund: The

iii. Leave encashment: Encashment of leave at

Provision of car and telephone:

RESOLVED FURTHER THAT notwithstanding anything

Mold-Tek Packaging Annual Report 2015

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

following annual benefits which shall not be

modifications, the following resolution as a Special

In addition to the above salary and perquisites,

Gratuity: Gratuity payable shall not exceed

Provision of car and telephone:

Commission: In addition to the salary and

P. Venkateswara Rao shall be entitled to

He will not be eligible for any sitting fees of

Perquisites & allowances