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Directors Report of Mold-Tek Packaging Ltd.

Mar 31, 2015

Dear Members,

The Directors' have pleasure in presenting their report on the business and operations of the Company for the year ended 31st March 2015.

FINANCIAL RESULTS

The Company's operating performance during the year ended 31st March 2015 is summarized below:

Rs. Lakhs

Year ended Particulars 31st March, 31st March, 2015 2014

Sales 318,66 283,93

Other income 80 51

Total income 319,46 284,44

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

Interest 7,25 8,40

Depreciation 8,23 6,95

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

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

Provision for current tax 8,42 4,36

Provision for deferred tax 5 46

Net profit 16,87 9,07

Profit brought forward from previous years 8,25 6,29

Previous year excess dividend provision reversal (1) 65

Adjustment of deferred tax before demerger - (2,44)

Depreciation as per Companies Act, 2013 (88) - -

Profit available for appropriation 24,23 13,57

Appropriation

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

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

Corporate dividend tax (1,11) (58)

Balance carried forward 15,05 8,25

OPERATIONS

During the financial year, the raw material prices were very volatile, because of steep reduction in crude oil prices. Your company has shown improved performance in terms of both revenue and EBIDTA. Your Company has achieved a total revenue of Rs.318,66 lakhs (Rs.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 Rs.30,03 lakhs to Rs.40,77 lakhs. The Company has recorded a Net Profit of Rs.16,87 lakhs as against the profit of Rs.9,07 lakhs for 2013-14. The EPS on weighted average equity has increased from Rs.8.05 in the financial year 2013-14 to Rs.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 Rs.55.01 crore and allotted 24,98,350 equity shares at a price of Rs.220.17 (including Rs.210.17 towards the premium), which has resulted in increase of paid up capital to Rs.13,84,05,260. Canara Robeco Mutual Fund, SBI Mutual Funds, Principal Trustee Company Private Limited and DSP Blackrock and others have participated in the QIP. Another important milestone was reached with listing of the Company's shares on the NSE on 19th February, 2015.

FUTURE OUTLOOK

Your Company has developed 'Square pail' with IML decoration for the first time in India. Through this innovative product range, Mold-Tek is entering into Rs.1000 crore edible oil packaging segment thereby expanding its arena of operations beyond its traditional paint and lube industry. This pack has many user friendly features and offers excellent after-use benefits to the ultimate clients.

Your Company has received positive response from leading edible oil companies such as ConAgra Foods, Ghodawat Foods, Allana Group and Adani Wilmar. Trial orders are being executed for 15 litre packs and new samples of 5 litre packs were submitted for clients' approval. These 5 & 15 litre edible oil pack sales should pick up from third quarter and the Company's capacities are being expanded in all its three major plants - Hyderabad, Daman and Satara to cater to the expected demand from this new segment.

Your Company is moving into high value added IML decorated containers for not only its traditional blue chip clients in paint and lube industry but also for food and FMCG industries, where IML is proved to be the best option for hygienic and food safety standard packaging. Your Company has been expanding continuously and adding capacities in India. Company is also planning to set up a manufacturing plant abroad, in RAK-UAE. An application has been submitted to Ras Al Khaimah Free Trade Zone Authority - Government of Ras Al Khaimah, UAE for the same.

Recently, your Company has been awarded a 5-year 100% supply contract from M/s. Shell India Markets Private Limited with 11 of its major brands shifting to IML decoration. This further proves the Company's credentials as most preferred and quality supplier in Indian rigid packaging.

Steep fall in raw material prices may dampen absolute revenue numbers as we have monthly raw material adjustment policy with almost all clients. However, increased sale of high value added IML products and better capacity utilization of all the IML facilities may result in improved profitability.

Reduced raw material prices enable the Company to offer new products like edible oil packs at competitive prices to penetrate and replace traditional tin and blow molded packs.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Directors' Report.

DIVIDEND

Your Directors have recommended a final dividend of Rs.2 per equity share @20% of equity share capital in addition to interim dividend of Rs.2.00 (20%) hitherto declared making a total of Rs.4.00 (40%) per equity share (Previous year: Rs.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 Rs.6,64.31 lakhs (inclusive of dividend tax).

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

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

TRANSFER TO RESERVE

The Directors propose to transfer a sum of Rs.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 Rs.13,50,00,000 to Rs.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 Rs.11,27,72,760 as on 31st March 2014, which has increased to Rs.13,84,05,260 as on 31st March, 2015.

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

Type of Date of Addition to Total issue/ allotment the capital capital allotment (Rs.) (Rs.)

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

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

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

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

* Board of Directors have allotted, the equity shares of Rs.10 each at a price of Rs.26 (comprising nominal value of Rs.10 and premium of Rs.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 Rs.55.01 crore and allotted 24,98,350 equity shares at a price of Rs.220.17 (including Rs.210.17 as premium) which has resulted in increase of paid-up capital to Rs.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.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company's internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company's policies, identifying areas of improvement, evaluating the reliability of financial statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors' Report.

DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL

At the Annual General Meeting of the Company held on 30th September, 2014, the Members had approved the appointment of T. Venkateswara Rao, P. Shyam Sunder Rao, Dr. N. V. N. Varma and Vasu Prakash Chitturi as Independent Directors for a term of five years.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement entered into with the stock exchanges. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

During the year, Priyanka Rajora has been appointed as Company Secretary & Compliance Officer with effect from 3rd January, 2015 and A. Seshu Kumari has been re-appointed as Chief Financial Officer.

In accordance with the provisions of Section 152 of the Act, J. Mytraeyi , Director of the Company is liable to retire by rotation and is eligible for re-appointment.

Apart from above, there have been no changes in Directors and Key Managerial Personnel.

GOVERNANCE GUIDELINES

The Company has adopted Governance Guidelines for Board, Independent Director, Key Managerial Personnel and senior managerial personnel. The Governance Guidelines cover aspects related to role of the board diversity, definition of independence, code of conduct, moral, ethics and principles to be followed.

NOMINATION, REMUNERATION AND PERFORMANCE EVALUATION POLICY

The requisite details as required by Sections 134(3)(e), Section 178(3) & (4) and Clause 49 of the Listing Agreement is provided in the Report on Corporate Governance.

SCHEME OF ARRANGEMENT

In terms of the Scheme of Arrangement, your Company has created a trust and transferred its shares to the trust so formed.

EMPLOYEE STOCK OPTION SCHEME

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

There have been no changes in the Scheme.

Disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is in Annexure A to this report.

The Scheme is available on the website of the Company at www.moldtekgroup.com - Mold-Tek Packaging Limited - Investors.

TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and the Listing Agreement. There were no materially significant related party transactions made by the company during the year that would have required shareholder approval under Clause 49 of the Listing Agreement.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all related party transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a related party transactions policy. The policy is available on the website of the Company at www.moldtekgroup.com - Mold-Tek Packaging Limited - Investors.

Details of the transactions with related parties are provided in the accompanying financial statements.

BOARD AND COMMITTEE MEETINGS

Details of the composition of the Board and its Committees and of the meetings held and attendance of the Directors at such meetings, are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action. In the financial year 2014-15, the Company has not received any complaints which fall within the scope of this policy. The policy is available on the website of the Company at www.moldtekgroup.com - Mold-Tek Packaging Limited - Investors.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy is available on the website of the Company at www.moldtekgroup.com - Mold-Tek Packaging Limited - Investors.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS

Statutory Auditors

M/s. Praturi & Sriram are the statutory auditors of the Company and hold office till the conclusion of the 20th Annual General Meeting (AGM). Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, Members are requested to consider the ratification of appointment of auditors for the balance term.

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

Cost Auditors

The Board has taken note of the report on Cost Audit and the Company is in the process of filing the same with the Ministry of Corporate Affairs subject to all laws, rules, regulations, clarifications, amendments, notifications, etc. issued in this behalf. For the financial year 2015-16, the appointment of Cost Auditor is not applicable to the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. P. Vijaya Bhaskar & Associates, a firm of Company Secretaries in Practice to undertake the secretarial audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is in Annexure C. The Secretarial Audit Report for the financial year ended 31st March, 2015 does not contain any qualification, reservation, adverse remark or disclaimer.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is in Annexure D.

PARTICULARS OF REMUNERATION

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

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

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the extract of Annual Return in form MGT 9 is provided as Annexure F.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under Clause 49 of the Listing Agreement, forms part of the Annual Report.

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

A Company Secretary in Practice has certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement have been complied with by your Company and his certificate is annexed to the Report on Corporate Governance.

A declaration of Code of Conduct from J. Lakshmana Rao, Chairman and Managing Director forms part of the Corporate Governance Report.

CEO/CFO CERTIFICATION

J. Lakshmana Rao, Chairman and Managing Director and A. Seshu Kumari, Chief Financial Officer of the Company have given a certificate to the Board as contemplated in Clause 49 of the Listing Agreement.

RISK MANAGEMENT

All assets of your Company and other potential risks have been adequately insured.

EMPLOYEE RELATIONS

The relationship with the workmen and staff remained cordial and harmonious during the year and the management received full co-operation from the employees.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

J. LAKSHMANA RAO

Hyderabad Chairman & Managing Director

31st August, 2015 DIN: 00649702


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 17th Annual Report along with the audited accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The Company''s operating performance during the year ended 31st March, 2014 is summarized below.

Rs. Lakhs

Year ended March 31, 2014 March 31, 2013

Sales 285,33 214,68

Other income 51 30

Total income 285,84 214,98

Profit before interest, 30,03 20,30 depreciation & tax

Interest 8,40 5,80

Depreciation 6,95 5,46

Profit before tax & extraordinary items 14,68 9,04

Prior period adjustments & 79 23 extraordinary items

Provision for current tax 4,36 1,81

Provision for deferred tax 46 1,22

Net profit 9,07 5,78

Profit brought forward from previous year 6,29 4,65

Previous year excess dividend provision 65 - reversal

Adjustment of deferred tax before demerger (2,44) -

Profit available for appropriation 13,57 10,43

Appropriation

Transferred to general reserve (1,36) (87) Proposed dividend (3,38) (2,81)

Corporate dividend tax (58) (46)

Balance carried forward 8,25 6,29

RESULTS OF OPERATIONS

Creating new value through innovative IML decoration, your Company has demonstrated the resilience of its business model. Growth in your Company''s in-mould label decorative pails and thin- wall products enabled Mold-Tek to deliver robust profits in the financial year 2013-14. The highlights of the Company''s performance are as under:

Revenue from operations increased by 33% to Rs. 285,33 lakhs from Rs. 214,68 lakhs and the operating profit (EBDITA) increased by 48%, at Rs. 30,03 lakhs from Rs. 20,29 lakhs, over the previous year.

The profit before tax increased by 62% at Rs. 14,68 lakhs from Rs. 9,04 lakhs and the net profit increased by a robust 57% at Rs. 9,07 lakhs as against Rs. 5,78 lakhs in 2012-13. This is inspite of providing a net loss of Rs. 60 lakhs due to the fire accident last year at Daman plant.

FUTURE OUTLOOK

In the current year, power costs in Hyderabad are under control. The Khandala (at Satara, Maharastra) plant has produced sales of Rs. 40 crore in the first year itself. In order to meet increasing demand, your Company has already taken up an expansion plan with an outlay of Rs. 4 crore to expand the capacity by 50% which is expected to be available from October/ November, 2014. Your Company is also modernizing the tool room to provide moulds and robots with an outlay of Rs. 4 crore.

Your Company plans to set up a manufacturing unit in North India with a capital outlay of Rs. 10 crore to cater to some of its major clients and the same shall be operational by March/April, 2015. Your Company continues to register a handsome growth of around 25% in the current year also with improved margins due to better price realization of the IML products.

Your Company has taken up development of new range of tamper evident packs for dairy products, ghee, edible oils and vanaspathi, which will be introduced by end of the calendar year to drive growth for the coming years.

Your Company has received Rs. 6.39 crore (including Rs. 14 lakhs of residue value) from the insurance agency against Rs. 699.73 crore loss of assets at Daman during the last year''s fire accident. All necessary precautions are being taken at all units to avoid recurrence of such incidents in future.

DIVIDEND

Your Directors have recommended a final dividend of Rs. 1.50 per equity share @15% of equity share capital in addition to interim dividend of Rs. 1.50 (15%) hitherto declared making a total of Rs. 3.00 (30%) per equity share (previous year Rs. 2 per equity share @20%) for the financial year ended 31st March, 2014. The final dividend if approved, will be paid to those Members whose names appear in Register of Members as on 25th September, 2014. 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 Rs. 3,96 lakhs (Inclusive of dividend tax).

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

Equity shares that may be allotted on or before the book closure will rank pari passu with the existing shares and will be entitled to receive the dividend.

CREDIT RATING

The Company continues to have highest domestic credit rating of BBB(Stable) from ICRA (an associate of Moody''s Investors Service) credit rating and the rating details are as under:

March September 2014 2013

Long term loans [ICRA]BBB [ICRA]BBB

fund based (Stable) (Stable)

Short term non-fund based [ICRA]A2 [ICRA]A2

Long term/short term [ICRA]A2 [ICRA]A2

proposed

TRANSFER TO RESERVE

In accordance with the provision of the Companies Act, 1956 read with Companies (Transfer of Reserves) Rules, 1975 the Directors propose to transfer a sum of Rs. 1,36 lakhs (15% of the net profit) to general reserve out of the profits earned by the Company.

ALLOTMENT OF EQUITY SHARES

The Board of Directors at its meeting held on 28th June, 2013 allotted 22,950 equity shares of Rs. 10 each at a price of Rs. 26 [comprising nominal value of Rs. 10 and premium of Rs. 16 each] to its employees who have exercised the option vested on them under the MTPL Employees Stock Option Scheme.

The Board of Directors at its meeting held on 13th June, 2014 (after the Balance Sheet date) allotted 25,100 equity shares of Rs. 10 each at a price of Rs. 26 [comprising nominal value of Rs. 10 and premium of Rs. 16 each] to its employees who have exercised the option vested on them under the MTPL Employees Stock Option Scheme.

The Board of Directors at its meeting held on 25th July 2014 (after the Balance Sheet date) allotted 39,800 equity shares of Rs. 10 each at a price of Rs. 26 [comprising nominal value of Rs. 10 and premium of Rs. 16 each] to its employees who have exercised the option vested on them under the MTPL Employees Stock Option Scheme.

EMPLOYEES STOCK OPTION SCHEME

The Company has in operation MTPL 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.

Disclosures pursuant to Para 12 of the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are enclosed as Annexure - B to this report.

FIXED DEPOSITS

Your Company has not invited any deposits from the public during the year under review within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

INTERNAL CONTROL SYSTEMS

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

CORPORATE GOVERNANCE

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

A Company Secretary in Practice has certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement have been complied 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, Financial Controller of the Company have given a certificate to the Board as contemplated in Clause 49 of the Listing Agreement.

DIRECTORS

In accordance with the Articles of Association of the Company, A. Subramanyam retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

In accordance with the provisions of Companies Act, 2013 and the Listing Agreement, the office of directorship of Vasu Prakash Chitturi, Dr. N. V. N. Varma, P. Shyam Sunder Rao and T. Venkateswara Rao, existing Independent Directors pursuant to Clause 49 of the Listing Agreement, were liable to retirement by rotation. With the enactment of the Companies Act, 2013 (''Act''), it is now incumbent upon every listed Company to appoint ''Independent Directors'' as defined in Section 149 of the Act, which has been notified with effect from 1st April, 2014, who are not liable to retire by rotation and shall hold office for a term up to five consecutive years. Accordingly, it is proposed to appoint Vasu Prakash Chitturi, Dr. N. V. N. Varma, P. Shyam Sunder Rao and T. Venkateswara Rao as Independent Directors under Section 149 of the Act and Clause 49 (revised) of the Listing Agreement to hold office for five consecutive years from 30th September, 2014 up to 29th September, 2019, whose office shall not be liable to retire by rotation, at the ensuing Annual General Meeting of the Company.

The resolutions proposing their re-appointment as Independent Directors is being placed before the Members for their approval at the ensuing Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2001 in the Companies Act, 1956, your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI to Companies Act, 1956 have been followed and there are no material departures from the same;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. they have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

RISK MANAGEMENT

All assets of your Company and other potential risks have been adequately insured.

AUDITORS'' REPORT

The observations of the auditors are explained, wherever necessary, in appropriate notes to the accounts.

AUDITORS

The Auditors of the Company M/s. Praturi & Sriram, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting (AGM). As per the transition provisions of Sections 139, 141 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company recommends for members approval the re-appointment of the Auditors to hold office from the conclusion of the ensuing AGM until the conclusion of the third consecutive AGM hereafter (subject to ratification by the Members at every AGM). The Company has received a written consent and a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with the provisions of the Companies Act, 2013 and that they are not disqualified for such re-appointment.

COST AUDITOR

The Company has appointed M/s. A.S. Rao & Co. for conducting cost audit of plastic products for the financial year 2013-14.

The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended 31st March, 2013 was 30th September, 2013 and the cost audit reports were filed by the Cost Auditor on 30th September, 2013. The due date for filing the cost audit reports for the financial year ended March 31, 2014 is 30th September, 2014 and will be filed by the Company within the prescribed time limit.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are provided in the annexure forming part of this Report.

EMPLOYEE RELATIONS

Your Directors are pleased to record their sincere appreciation of the contribution by the workmen and staff at all levels in the improved performance of the Company.

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed and forms an integral part of this report.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

J. LAKSHMANA RAO Chairman & Managing Director

Hyderabad

2nd September, 2014


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 16th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The Company''s operating performance during the year ended 31st March, 2013 as compared to the previous year is summarized below:



Rs. Lakhs

Year ended

Particulars March 31, 2013 March 31, 2012

Sales (Gross) 214,55.11 191,73.50

Other income 30.31 25.80

Total income (Gross) 214,85.42 191,99.30

Profit before interest, depreciation & tax (EBDITA) 20,29.33 21,34.08

Interest 5,79.74 3,80.17

Depreciation 5,46.05 4,41.04

Profit before tax 9,03.54 13,12.87

Provision for current tax 1,81.27 3,65.01

Provision for deferred tax 121.76 0.00

Profit after tax 6,00.51 9,47.86

Profit brought forward from previous year 4,65.20 3,23.87

Profit available for appropriation 10,65.71 12,71.73

Appropriation

Extraordinary items (22.54) (14.77)

Transferred to general reserve (86.70) (1,39.96)

Interim & proposed dividend (2,81.35) (5,60.82)

Corporate dividend tax (45.64) (90.98)

Balance carried forward 6,29.48 4,65.20

RESULTS OF OPERATIONS

The financial year 2012-13 was challenging. The global economy, barely out of recession, witnessed lower economic growth, resulting primarily from the Euro Zone debt crisis and high oil prices, which fuelled increasing cost of petrochemical, oils, resins etc. Added to this, severe shortage of power in Andhra Pradesh, where our main production plants are located, resulted in massive dependency on diesel generated power and hence considerable increase in overall power costs. With the Indian economy decelerating, growth rates dipped as inflation and interest costs started climbing up. Despite these constraints and the challenging environment, your Company performed reasonably well.

Revenue from operations increased to Rs.214,55.11 lakhs from Rs.191,73.50 lakhs in the previous year - a growth of 11.89%. The operating profit (EBDITA) decreased by 4.91%, from Rs.21,34.08 lakhs to Rs.20,29.33 lakhs. The profit after tax for the current year is Rs.6,00.51 lakhs as against Rs.947.86 lakhs in the previous year - a negative growth of 36.65%, largely due to steep increase in power and financial costs. Your Company received the coveted ''Best SME of the year'' and ''Tech Savvy SME of the year'' awards sponsored by CNBC TV18, ICICI Bank and CRISIL from Mr.Narayanamurthy, the former founder of Infosys.

FUTURE PROSPECTS

In the last few months, your Company has been successful in obtaining necessary permissions from APSEB for purchase of private power through Indian Energy Exchange for both its major production units in Hyderabad that reduced dependency and costs due to diesel generated power. This arrangement being a permanent one, your Company can trade power from the national grid at much lower costs than diesel generated power.

The Khandala (Satara in Maharashtra State) plant started commercial production recently and is contributing handsomely from the second quarter of 2013-14. This plant is currently reaching close to 100% capacity utilization within 3 months of starting commercial production

Your Company plans to expand this unit and also IML printing unit by the end of this current year to meet the increasing demand.

Rising dollar value offers good opportunity for exports and your Company is planning to tap such opportunities for IML-thin wall containers from the Middle East.

FIRE ACCIDENT AT DAMAN UNIT

On 20th August, 2013 unfortunately the caps section of the Daman Plant, in the first floor, got gutted inspite of gallant efforts by our staff and fire brigade. Fortunately, entire major stocks and machines for jar production in ground floor are totally safe and in fact production has started within a week from 27th August, 2013. The entire assets and stocks are covered by insurance under replacement cost basis 10% appreciation costs. This will enable your Company to claim and minimize losses due to the accident. Already survey by insurance agency was completed and a detailed claim is being made.

With total alacrity, all Hyderabad plants started running caps at full capacity and made supplies to clients at Daman to minimize delivery lapses to just 2 to 3 days. Your Company ordered and will be receiving three injection moulding machines in the first week of September and two machines by end of September to quickly restart caps production at Daman. Fortunately, these months are slack season for lubes (for which Daman plant is main supplier); hence, your Company is confident of meeting 100% demand of all esteemed clients in the western region right from September 2013 itself. Once these five machines are installed by October 2013, Daman plant can easily meet the demand without much help from Hyderabad.

DIVIDEND

Your Directors have recommended a final dividend of Rs.1.5 per equity share @ 15% of the equity share capital in addition to interim dividend of Rs.1.0 (10%) hitherto declared, making a total of Rs.2.5 (25%) per equity share (previous year Rs.5 per equity share @ 50%) for the financial year ended 31st March, 2013.

The final dividend, if approved, will be paid to those members, whose names appear in the Register of Members as on 26th September, 2013. In respect of shares held in dematerialized form, it will be paid to Members whose name 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 Rs.3,27 lakhs (inclusive of corporate dividend tax).

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

The equity shares that may be allotted on exercise of ESOPs before the book closure for payment of dividend will rank pari passu with the existing shares and be entitled to receive the dividend.

CREDIT RATING

September April 2013 2011

Long-term, fund based [ICRA]BBB [ICRA]BBB bank limits (Stable) (Stable)

Short-term, non-fund

[ICRA]A2 [ICRA]A2 based bank limits

TRANSFER TO RESERVES

In accordance with the provisions of the Companies Act, 1956 read with Companies (Transfer of Reserves) Rules, 1975 your Directors propose to transfer a sum of Rs.86.70 lakhs (15% of the net profits) to general reserve out of the profits earned by the Company.

ALLOTMENT OF EQUITY SHARES

The Board of Directors at its meeting held on 5th July, 2012 allotted 37,800 equity shares of Rs.10 each at a price of Rs.26 (comprising nominal value of Rs.10 and premium of Rs.16 each) to its employees who have exercised the option vested on them under the MTPL Employees Stock Option Scheme.

EMPLOYEES STOCK OPTION SCHEME

The Company has in operation MTPL Employees Stock Option Scheme, 2009 for granting stock options to the employees of your Company, in accordance with the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

Disclosures pursuant to Para 12 of the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are enclosed as Annexure B to this report.

SCHEME OF ARRANGEMENT

In terms of Scheme of Arrangement, your Company is taking steps to complete the necessary actions:

- process of creation of a Trust and transfer of the existing shares and accumulated dividends to it;

- Process of transfer/mutation of its corporate property.

FIXED DEPOSITS

Your Company has not invited any deposits from the public during the year under review within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

INTERNAL CONTROL SYSTEMS

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

CORPORATE GOVERNANCE

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 separate report on corporate governance and a Management Discussion and Analysis Report is being presented as a part of the Annual Report of the Company.

A Company Secretary in Practice has certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement have been complied 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.

DIRECTORS

In accordance with the Articles of Association of the Company P. Venkateswara Rao and P. Shyam Sunder Rao retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 and the Companies (Amendment) Act, 2001 your Directors confirm that in the preparation of the accounts for the financial year ended 31st March, 2013:

a. the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

RISK MANAGEMENT

All assets of your Company and other potential risks have been adequately insured.

AUDITORS:

The Company''s Statutory Auditors M/s. Praturi & Sriram, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

As required under the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written certificate from M/s. Praturi & Sriram, Chartered Accountants, to the effect that their re-appointment, if made, would be within the limits prescribed under Section. Members are requested to re-appoint them and to authorize the Board to fix their remuneration.

COST AUDITORS

In pursuance of Section 233B of the Companies Act, 1956 read with circular No. 52/26/CAB-2010 the Company has appointed M/s. A.S. Rao & Co, Cost Accountants, Hyderabad as the cost auditors for conducting audit of cost accounting records in respect of industrial packaging products manufactured by the Company for the year 2012-13. The approval of the Central Government for the appointment has been received. The Company has reappointed them as cost auditors for the financial year 2013-14.

Cost accounting records for the year ended 31st March, 2013 were maintained as per the Companies (Cost Audit Report) Rules, 2011. The cost auditors shall submit the report along with their observations, suggestions and annexure to the central government within stipulated time period.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are provided in the Annexure forming part of this Report.

EXPLANATIONS TO OBSERVATIONS MADE IN INDEPENDENT AUDITORS'' REPORT (Refer Page 38)

Of the cumulative deferred tax liability of Rs.3,91.68 lakhs, a provision of Rs.1,21.76 lakhs pertaining to current year has been considered. Of the balance, Rs.2,69.92 lakhs is pertaining to earlier years, a major amount of which resulting out of demerger from erstwhile company Mold-Tek Technologies Limited.

EMPLOYEE RELATIONS

Your Directors are pleased to record their sincere appreciation of the contribution by the workmen and staff at all levels in the improved performance of the Company.

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed and forms an integral part of this report.

ACKNOWLEDGEMENTS

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



For and on behalf of the Board of Directors

J. LAKSHMANA RAO

Hyderabad Chairman & Managing Director

2nd September, 2013


Mar 31, 2012

The Directors have pleasure in presenting the 15th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The Company's operating performance during the year ended 31st March 2012 is summarized below:

Rs. Lakhs

Year ended

Particulars March 31, 2012 March 31, 2011

Sales (Gross) 19254.36 16433.40

Other income 25.80 77.26

Total Income (Gross) 19280.16 16510.66

Profit before interest, depreciation & tax (EBDITA) 2134.09 1932.08

Interest 380.17 291.14

Depreciation 441.04 432.86

Profit before tax 1312.87 1208.08

Provision for tax 365.01 398.32

Profit after tax 947.86 809.76

Profit brought forward from previous year 323.87 154.81

Profit available for appropriation 1271.73 964.57

Appropriation

Extraordinary items (14.77) (9.45)

Transferred to general reserve (139.96) (120.05)

Interim & proposed dividend (560.83) (438.39)

Corporate dividend tax (90.98) (72.81)

Balance carried forward 465.19 323.87

RESULTS OF OPERATIONS

The Ministry of Corporate Affairs (MCA) vide notification no. S.O. 447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The financial statements of your Company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year's figures have been reclassified/regrouped to conform to the revised classification.

The financial year 2011-12 was challenging. The global economy, barely a year after recession, witnessed lower economic growth, resulting primarily from the Euro Zone debt crisis and high oil prices, which were fuelled by uncertainties of supply. Rising unrest in the Middle East and North Africa resulted in unprecedented levels of crude oil volatility. The European economies stagnated and the US witnessed a downgrade in its credit rating, while the growth engines of the global economy, China and India were forced to tighten liquidity to tame rising inflation. In addition, civil unrest in Libya and the tsunami in Japan posed further challenges. Despite these constraints and the challenging environment, your Company performed reasonably well.

Revenue from operations increased to Rs.19254.36 lakhs from Rs.16433.40 lakhs in the previous year, a growth of 17.17%. The operating profit (EBDITA) increased by 10.46%, from Rs.1932.08 lakhs to Rs.2134.09 lakhs. The profit after tax for the current year is Rs.947.86 lakhs as against Rs.809.76 lakhs in the previous year, a growth of 17.06%.

FUTURE PROSPECTS

Your Company has developed IML decorated small containers of 100,125, 500 & 1000 ml for packing ice-creams for which orders were received from HUL, Vadilal & Amul etc. Mold-Tek has started with 2 & 4 cavity moulds and now enhanced its capacity by adding additional 8 cavity moulds to produce ice- cream, butter, cheese, and readymade foods containers in larger quantities. Apart from ice-creams, IML containers can be used for several food items such as jams for which orders were received from Mapro. Recently, your Company received enquiries from other major players in food & FMCG industry. Mold-Tek enjoys a higher EBITDA margins in these products.

Your Company is setting up a full-fledged pail manufacturing unit at Khandala near Satara, Maharashtra, to cater to the pail requirements of Asian Paints which is setting up a world class paint plant at Satara. Majority of the plant's capacity is confirmed to be utilized by Asian Paints and it plans to start trial production from the last quarter of 2012.

DIVIDEND

Your Directors have recommended a final dividend of Rs.2.5 per equity share @ 25% of the equity share capital in addition to interim dividend of Rs.2.5 (25%) hitherto declared, making a total of Rs.5 (50%) per equity share (previous year Rs.5 per equity share @ 50%) for the financial year ended 31st March 2012. The final dividend, if approved, will be paid to those members, whose names appear in the Register of Members as on 16th September 2012. In respect of shares held in dematerialized form, it will be paid to members whose name 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 Rs.651.81 lakhs (inclusive of corporate dividend tax).

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

Equity shares that may be allotted on exercise of ESOPs before the book closure for payment of dividend will rank pari passu with the existing shares and be entitled to receive the dividend.

CREDIT RATING September April Particulars 2011 2010

Long-term, term loans [ICRA]BBB LBBB

(Stable)

Long-term, fund based

[ICRA]A2 A2 bank limits

Short-term, non-fund

based bank limits A2 A2

TRANSFER TO RESERVES

In accordance with the provisions of the Companies Act, 1956 read with Companies (Transfer of Reserves) Rules, 1975 your Directors propose to transfer a sum of Rs.139.96 Lakhs (15% of the net profit) to General Reserve out of the profits earned by the Company.

ALLOTMENT OF EQUITY SHARES

The Board of Directors at its meeting held on 6th July, 2011 allotted 46,625 equity shares of Rs.10 each at a price of Rs.26 [comprising nominal value of Rs.10 and premium of Rs.16 each] to its employees who have exercised the option vested on them under the MTPL Employees Stock Option Scheme.

The Board of Directors at its meeting held on 7th September, 2011 allotted 12,40,000 equity shares of Rs.10 each at a price of Rs.40 [comprising nominal value of Rs.10 and premium of Rs.30 each] pursuant to conversion of fully convertible warrants allotted on 10th March, 2010 and the issue price being not less than the price as arrived at, in accordance with the terms of Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

The Board of Directors at its meeting held on 19th December, 2011 allotted 9,125 equity shares of Rs.10 each at a price of Rs.26 [comprising nominal value of Rs.10 and premium of Rs.16 each] to its employees who have exercised the option vested on them under the MTPL Employees Stock Option Scheme.

The Board of Directors at its meeting held on 4th February, 2012 allotted 19,25,000 equity shares of Rs.10 each at a price of Rs.45.80 [comprising nominal value of Rs.10 and premium of Rs.35.80 each] pursuant to conversion of fully convertible warrant allotted on 6th August, 2010 and the issue price being not less than the price as arrived at, in accordance with the terms of Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

The Board of Directors at its meeting held on 5th July, 2012 (after the Balance Sheet date) allotted 37,800 equity shares of Rs.10 each at a price of Rs.26 [comprising nominal value of Rs.10 and premium of Rs.16 each] to its employees who have exercised the option vested on them under the MTPL Employees Stock Option Scheme.

CANCELLATION OF WARRANTS AND FORFEITURE OF AMOUNT

The Board of Directors at its meeting held on 4th February, 2012 cancelled 3,15,000 fully convertible warrants held by the warrants holders who have not exercised the option to take equity shares against warrants held by them. Consequently, an amount of Rs.36,06,750 (Thirty six lakhs six thousand seven hundred and fifty only) received @ Rs.11.45 per warrant on allotment of the said 3,15,000 fully convertible warrants to the warrant holders was forfeited

EMPLOYEES STOCK OPTION SCHEME

The Company has in operation MTPL Employees Stock Option Scheme, 2009 for granting stock options to the employees of its Company, in accordance with the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

Disclosures pursuant to Para 12 of the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are enclosed as Annexure - B to this report.

SCHEME OF ARRANGEMENT

In terms of Scheme of Arrangement, your Company is taking steps to complete the necessary actions:

- process of creation of a Trust and transfer of the existing shares and accumulated dividends to it;

- Process of transfer/mutation of its corporate property.

FIXED DEPOSITS

Your Company has not invited any deposits from the public during the year under review within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

INTERNAL CONTROL SYSTEMS

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

CORPORATE GOVERNANCE

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

A Company Secretary in Practice has certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement have been complied by your Company and his certificate is annexed to the Report on Corporate Governance.

A declaration on 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.

DIRECTORS

In accordance with the Articles of Association of the Company J. Mytraeyi and Dr. T. Venkateswara Rao retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 and the Companies (Amendment) Act, 2001 your Directors confirm that in the preparation of the accounts for the financial year ended 31st March, 2012:

a. the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

RISK MANAGEMENT

All assets of your Company and other potential risks have been adequately insured.

AUDITORS' REPORT

The observations of the auditors are explained, wherever necessary, in appropriate notes to the accounts.

AUDITORS

The Company's Statutory Auditors M/s. Praturi & Sriram, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

As required under the provisions of 224(1B) of the Companies Act, 1956, the Company has obtained a written certificate from M/s. Praturi & Sriram, Chartered Accountants, to the effect that their re-appointment, if made, would be within the limits prescribed under Section. Members are requested to re-appoint them and to authorize the Board to fix their remuneration.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are provided in the annexure forming part of this Report.

EMPLOYEE RELATIONS

Your Directors are pleased to record their sincere appreciation of the contribution by the workmen and staff at all levels in the improved performance of the Company.

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed and forms an integral part of this report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation and gratitude for all the assistance and support received from Citibank and ICICI Bank Limited, and officials of concerned government departments, for their co-operation and continued support extended to the Company. They also thank the Members for the confidence they have reposed in the Company and its management.

For and on behalf of the Board of Directors

Hyderabad J. LAKSHMANA RAO

2nd August, 2012 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 13th Annual Report and the audited statement of accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The performance during the period ended 31st March 2010 has been as under:

Rs. Lakhs

Year ended Particulars March 31, 2010 March 31, 2009

Sales 13094.05 11279.44

Other Income 9.74 9.79

Total Income 13103.79 11289.23

Profit before Interest, Depreciation & Tax 1676.65 1017.43

Interest 176.75 264.88

Depreciation & Preliminary Expenses written off 379.48 316.88

Profit before Tax 1120.42 435.66

Provision for Tax 369.20 49.37

Profit after Tax 751.22 386.29

Profit/(Loss) brought forward from previous year (189.83) (315.20)

Profit available for appropriation 561.39 71.09

Appropriation

Extraordinary Items (15.58) (18.70)

Transferred to General Reserve (110.34) (55.14)

Proposed dividend (239.87) (159.91)

Corporate dividend tax (40.77) (27.17)

Balance carried forward 154.81 (189.83)

Your Company recorded 16.09% growth in gross turnover for the year at Rs.13094.05 lakhs and 94.46% growth in profit after tax for the year at Rs.751.20 lakhs. The net revenues grew by 20.63% in the year under review to Rs.l21.07crore from Rs.100.36 crore in the previous year.

CHANGE OF NAME OF THE COMPANY

The Members of the Company at the Extraordinary General Meeting held on 9th February 2010 had passed a special resolution for change of name of the Company from Mold-Tek Plastics Limited to Mold-Tek

Packaging Limited. Fresh certificate of incorporation pursuant to name change was received from Registrar of Companies, Andhra Pradesh on 12th March, 2010. The name change is significant in that it places the Company in its true industry segment of packaging products instead of being perceived as a plastics company.

ALLOTMENT OF FULLY CONVERTIBLE WARRANTS

The Board of Directors at its meeting held on 10th March 2010 allotted 12,40,000 Fully Convertible Warrants (Convertible into equal number of Equity

Shares within a period of 18 months from thedate of allotment of Warrants) at a price of Rs.40 per Warrant [comprising nominal value of Rs.10 and premium of Rs.30 each and the issue price being not less than the price as arrived at in accordance with the terms of Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009.

FUTURE OUTLOOK

Your Company has introduced for the first time in India, In-mould Label (IML) decoration system in order to expand its product range.

Your Company expects a significant demand for such high quality products from the food and FMCG sectors, apart from its existing customer base, in view of the elimination of hand based manufacturing processes. We expect improvements in quality and in productivity.

Your Company has initiated capacity expansion and modernization at both Hyderabad and Daman plants to meet fast growing demand for your Companys products.

Your Company has acquired 3 acres of land on coastal highway in Daman and started construction of a modern plant which is expected to go into production early next year. The Hyderabad plant is being modernized and expanded to have additional capacity in pails and also for IML containers. These initiatives will expand the capacity by more than 50%. Your Company started production at a leased premise in Hosur (TN) to cater to the needs of the Hosur plant of Kansai Nerolac Paints and will be further expanded to meet the demand of the southern markets.

The future looks promising with demand prospects increasing not only from existing clients but also from new clients of food and FMCG sectors.

DIVIDEND

Your Company has recommended a dividend of Rs.3 per Equity Share @ 30% of the Equity Share Capital (Previous year Rs.2 per Equity Share @ 20%) for the financial year ended 31st March 2010. The Dividend will be paid to those Members whose names appear in Register of Members as on 7th August 2010 (8th August 2010 being a Sunday). In respect of shares held in dematerialized form, it will be paid to Members whose name 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 Rs.280.64 lakhs (inclusive of tax thereon).

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.

TRANSFER TO RESERVE

In accordance with the provisions of the Companies Act, 1956 read with Companies (Transfer of Reserves) Rules, 1975, the Directors propose to transfer a sum of Rs.110.34 Lakhs to General Reserve out of the profits earned by the Company.

SCHEME OF ARRANGEMENT

In terms of Scheme of Arrangement, your Company is taking steps to complete the necessary actions:

- process of creation of a Trust and transfer of existing shares and accumulated dividends to it;

- process of transfer/mutation of its corporate property.

FIXED DEPOSITS

Your Company has not invited any deposits from the public during the year under review within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

INTERNAL CONTROL SYSTEMS

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

CORPORATE GOVERNANCE

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 separate Report on Corporate Governance and a Management Discussion and Analysis Report is being annexed and forms part of the Annual Report of the Company.

A Company Secretary in Practice has certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the 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.

DIRECTORS

In accordance with the Articles of Association of the Company, P. V. Rao and P. Shyam Sunder Rao retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

During the year, Dr. N. V. N. Varma was appointed as an Additional Director of the Company by the Board on 31st October, 2009 in terms of Section 260 of the Companies Act, 1956. He holds the office till the conclusion of the forthcoming Annual General Meeting of the Company. The Company has received a notice in terms of Section 257 of the Companies Act, 1956 for appointment of Dr. N. V. N. Varma as Director liable to retire by rotation.

On 12th July 2010, Vasu Prakash Chitturi was appointed as an Additional Director of the Company by the Board in terms of Section 260 of the Companies Act, 1956. He holds the office till the conclusion of the forthcoming Annual General Meeting of the Company. The Company has received a notice in terms of Section 257 of the Companies Act, 1956 for appointment of Vasu Prakash Chitturi as a Director liable to retire by rotation.

M. Hyma resigned as Director with effect from 30th June 2010. Your Directors place on record their appreciation of the valuable services and guidance provided by her as Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2001 in the Companies Act, 1956, your Directors confirm:

a. that in the preparation of the accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

RISK MANAGEMENT

All assets of the Company and other potential risks have been adequately insured.

AUDITORS REPORT

The observations of the auditors are explained, wherever necessary, in appropriate notes to the accounts.

AUDITORS

The Companys Statutory Auditors M/s. Praturi & Sriram, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

As required under the provisions of 224(1B) of the Companies Act, 1956, the Company has obtained a written certificate from M/s. Praturi & Sriram, Chartered Accountants, to the effect that their re- appointment, if made, would be within the limits prescribed under the Section. Members are requested to re-appoint them and to authorize the Board to fix their remuneration.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be disclosed under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are provided in the Annexure forming part of this Report.

EMPLOYEE RELATIONS

Your Directors are pleased to record their sincere appreciation of the contribution by the workmen and staff at all levels to the improved performance of the Company.

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is annexed and forms an integral part of this report.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation and gratitude for all the assistance and support received from Citibank and ICICI Bank Limited, and officials of concerned government departments, for their co-operation and continued support extended to the Company. They also thank the Members for the confidence they have reposed in the Company and its management.

For and on behalf of the Board of Directors

(J. LAKSHMANA RAO)

Chairman & Managing Director Hyderabad 12th July 2010

 
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