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Directors Report of Mold-Tek Technologies Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 31st Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Results

The performance during the period ended 31st March 2015 has been as under: Rs. in lacs

Standalone Particulars Year ended 31st March

2015 2014

Sales 4077.96 3462.15

Other Income 129.05 (25.65)

Total Income 4207.01 3436.50

Profit before Interest, 1075.85 684.63

Depreciation & Tax

Interest 77.33 102.54

Depreciation & Preliminary 240.47 267.31

Expenses written off

Profit/(Loss) before Tax 758.05 314.78

Provision for tax 169.89 117.89

Profit/(Loss) after Tax 588.16 196.89

Profit/(Loss) brought forward 131.80 179.50

from previous year

Fixed Asset Adjustment (113.44) -

Deferred tax reinstatement (126.17)

Profit available 606.52 250.22

for appropriation

Appropriation

Extraordinary Items (76.17) -

Interim dividend (94.18) (46.88)

Transferred to General Reserve (51.20) (19.69)

Proposed dividend (79.63) (37.51)

Corporate dividend tax (34.75) (14.34)

Balance Carried forward 270.59 131.80



Particulars Consolidated Year ended 31st March

2015 2014

Sales 4699.04 4024.28

Other Income 134.19 (21.74)

Total Income 4833.23 4002.54

Profit before Interest, 1102.91 704.77

Depreciation & Tax

Interest 77.33 102.54

Depreciation & Preliminary 250.17 272.33

Expenses written off

Profit/(Loss) before Tax 775.41 329.90

Provision for tax 176.67 121.62

Profit/(Loss) after Tax 598.74 207.96

Profit/(Loss) brought forward 136.26 172.89

from previous year

Fixed Asset Adjustment (113.44)

Deferred tax reinstatement - (126.17)

Profit available 621.56 255.00

for appropriation

Appropriation

Extraordinary Items (76.17) -

Interim dividend (94.18) (46.88)

Transferred to General Reserve (51.20) (19.69)

Proposed dividend (79.63) (37.51)

Corporate dividend tax (34.75) (14.34)

Balance Carried forward 285.63 136.26

Review of Operations

The financial year 2014-15 ended with a sharp rise in profitability due to better realization and capacity utilization. Growing demand for structural engineering services and improved economic conditions in USA led to higher demand for these niche services. Company has established the Salesforce.com practice and received orders from a chain of hospitals and a reputed pharma company for implementing salesforce.

On standalone basis for the year 2014-15, revenues at Rs.4077.96 Lakhs were higher by 17.79% over the previous year's revenues of Rs.3462.15 Lakhs. Profit after tax shot up to Rs. 588.16 Lakhs from Rs. 196.89 Lakhs resulting into a growth of 198.72%.On consolidated basis for the year 2014-15, revenuesat Rs. 4699.04 Lakhs were higher by 16.76% over the previous year’s revenues of Rs. 4024.28 Lakhs. Profit after tax substantiallyincreased to Rs. 598.74 Lakhs from Rs. 207.96 Lakhs resulting into a growth of 187.91%.

Future Outlook

Positive trends in US economic activity enhances demand for structural engineering services and new opportunities in IT division propel growth in Company revenues in the financial year 2015-16. A major breakthrough has been achieved by our IT Division through an agreement to establish an ODC for a German based platinum partner of Salesforce. com. Through this contract and growing demand for cloud computing and mobile applications there will be a considerable growth in revenues from our newly formed IT division. The ODC is for product development on Salesforce cloud platform using mobile apps with latest “Agile” project management techniques. This not only generate considerable revenues for the Company but also open newer avenues for opportunities in the latest emerging “SMAC” technologies. The fruits of this initiative are expected to be visible from 3rd quarter onwards.

Review

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 Rs1.50 per equity share @15 % of equity share capital in addition to interim dividend of Rs.2.00/- (20%) hitherto declared making a total of Rs 3.50/- (35%) per equity share (previous year Rs. 1.80 per equity share @18%) 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 208.56 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.

Transfer to reserve

The Directors propose to transfer a sum of Rs 51.20 lakhs to General Reserve out of the profits earned by the Company.

Authorised Share Capital

The Authorised Share Capital of the Company stands at Rs 13,00,00,000 (Rupees Thirteen Crores only) divided into 1,30,00,000 (One Lac Thirty Thousand) Equity Shares of Rs 10/- (Rupees Ten Only) each. During the year, there has been no change in the Authorised Share Capital of the Company.

Paid-up Share Capital

The Board of Directors at its meeting held on 19th April 2014 allotted 10,900 Equity Shares of Rs 10- each at a price of Rs 28/- [comprising nominal value of Rs.10/- and premium of Rs.18/- each] to its employees who have exercised the option vested on them under the Mold-Tek Technologies Employees Stock Option Scheme 2009.

The Board of Directors at its meeting held on 02nd March 2015 allotted 9,850 Equity Shares of Rs 10- each at a price of Rs 28/- [comprising nominal value of Rs.10/- and premium of Rs.18/- each] to its employees who have exercised the option vested on the under the Mold-Tek Technologies Employees Stock Option Scheme 2009.

Post allotment of shares by way of exercise of Employee Stock option, the paid up equity share capital of the company has increased to Rs 4,70,90,560/- ( Rupees Four Crores Seventy Lacs Ninety Thousand Five Hundred and Sixty Only) divided in to 47,09,056 (Forty Seven Lacs Nine Thousand and Fifty Six Only ) Equity Shares of Rs 10/- ( Rupees Ten Only) each, as on 31st March 2015.

Particulars of Loans, Guarantees or Investments

The Board of Directors at its meeting held on 19th August 2015 (after balance Sheet date) allotted 6,00,000 Equity Shares of Rs 10- each at a price of Rs 31.20/- [comprising nominal value of Rs.10/- and premium of Rs.21.20/- each] pursuant to conversion of 6,00,000 fully convertible warrants issued on 26th February 2014 on receipt of balance 75% of purchase price.

Post allotment of shares by way of conversion of warrants, the paid up equity share capital of the company has increased to Rs. 5,30,90,560/- ( Rupees Five Crores Thirty Lacs Ninety Thousand Five Hundred and Sixty Only) divided in to 53,09,056 (Fifty Three Lacs Nine Thousand and Fifty Six Only ) Equity Shares of Rs 10/- ( Rupees Ten Only) each, as on 19th August 2015.

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.

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.

Directors/Key Managerial Personnels (KMP) At the Annual General Meeting of the Company held on 30th September, 2014, the Members had approved the appointment of Mr. Shyam Sunder Rao Pillarisetty, Mr Srinivas Madireddy, Dr Venkata Appa Rao Kotagiri , Dr Surya Prakash Gulla and Mr Vasant Kumar Roy Chintamaneni 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 Companies Act, 2013 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.

Mr. Subramanyam Adivishnu and Mr Venkateswara Rao Pattabhi have resigned as Wholetime Director of the Company w.e.f 31st August 2014. However they are associated with the Company as non-executive promoter directors of the Company. They resigned in order to comply with the provisions of Section 203 of the Companies Act 2013 which provides that a Wholetime Director shall not hold the office as Wholetime Director in more than one Company. Since Mr. Subramanyam Adivishnu and Mr Venkateswara Rao Pattabhi were also Deputy Managing Directors in Mold-Tek Packaging Limited, in order to comply with the provision of the aforesaid section, they resigned from the office of Wholetime Director of the Company. The Board approved their resignations and placed on record its appreciation for the services rendered by them during their tenure as Wholetime Directors.

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

During the year, Mr Durgaprasad Sigatapu has been appointed as Chief Financial Officer w.e.f 02nd March 2015 and Ms. J Sudharani resigned as Chief Financial Officer w.e.f 02nd March 2015.

Ms. Pooja Jain, has been appointed as Company Secretary & Compliance Officer w.e.f 15th April 2015.

Mr. Durgaprasad Sigatapu, has resigned from the position of Chief Financial Officer (“CFO”) and Key Managerial Personnel of the Company with effect from July 25, 2015 and the same has been approved and taken on record by the Board of Directors at its meeting held on 03rd August 2015. The Company is in the process of identifying or hiring new person for the vacant position. (after the balance Sheet date)

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

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

Scheme of Arrangement

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

Employee Stock Option Scheme

The Company has in operation Mold-Tek Technologies 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.

The Board of Directors at its meeting held on 15th April, 2015 has approved "MTTL ESOS - 2015" scheme for which the approval has been obtained from members by way of postal ballot on 13th April, 2015 to issue 3,00,000 equity shares to eligible employees under the Scheme. At the Board Meeting dated 3rd August, 2015, the Company has granted 2,00,000 shares to its employees under "MTTL ESOS - 2015" scheme at a price of Rs.73/- per option.

There have been no Changes in the Scheme.

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

The said disclosures are also uploaded on the Company's website at the web link: http://www. moldtekindia.com/Samples/Annexure%20A%20-%20 ESOP%20Disclsoures.pdf

Consolidated Financial Statements:

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements, your directors are pleased to provide the audited consolidated financial statement in this annual report. A Summary of key financials of the Company's subsidiaries is also annexed.

Subsidiaries:

Your Company has two wholly owned subsidiaries viz, Crossroads Detailing Inc., Farmersburg, Indiana, USA and RMM Global Inc., Indiana.

The financial position of the said Companies is given in the Notes to Consolidated financial statements. The audited accounts of the subsidiary companies are placed on the Company's website and the same are open for inspection by any member at the Registered Office of the Company on any working day between 2.00 p.m. and 4.00 p.m. and the Company will make available a copy thereof to any member of the Company who may be interested in obtaining the same.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC 1 is attached to the Accounts.

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.

Governance Guidelines:

The Company has adopted Governance Guidelines on Board, Independent Director, Key Managerial Personnel or 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 Section 134(3) (e), Section 178(3) & (4) and Clause 49 of the Listing Agreement is provided in the Corporate Governance Report

Statement on Related Party Transaction

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, as approved by the Board, is uploaded on the Company's website at the web link: http://www.moldtekindia.com/Samples/Related%20 Party%20Policy%20-%20MTTL-%20New.pdf

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 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 Section 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):

The Provisions of Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 are not applicable to the Company for the Financial Year ended 31st March 2015.

The provisions becomes applicable w.e.f 01st April 2015, accordingly the Company at its Board Meeting held on 03ld August 2015 (after the balance Sheet date) has constituted a CSR Committee. The Corporate Social Responsibility Committee comprises of 1 Executive Director, 2 Non Executive Promoter Directors and 1 independent Director, chaired by Mr. J. Lakshmana Rao. The composition of the Corporate Social Responsibility Committee meets the requirements of section 135 of the Companies Act, 2013.

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.

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 behavior, 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 of Vigil Mechanism is uploaded on website of the Company at a web link http://www.moldtekindia.com/ Samples/MTTL%20Policy%20of%20SH.pdf

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

(1) Statutory Auditors:

At the 30th Annual General Meeting held on 30th September, 2014, the Members had appointed M/s Praturi & Sriram. [Firm Registration No. 002739S] Chartered Accountants as Statutory Auditors of the Company, by way of ordinary resolution under section 139 of the Companies Act, 2013, to hold office from the conclusion of 30th Annual General Meeting until the conclusion of the 33rd Annual General Meeting of the Company, subject to ratification of the appointment by the members of the Company at every Annual General Meeting as per the provisions of the Companies Act, 2013.

Based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on 19th May, 2015, recommended the ratification of appointment of M/s Praturi & Sriram., Chartered Accountants, as Statutory Auditors of the Company, and that, the necessary resolution in this respect is being included in the notice of the 31st Annual General Meeting for the approval of the Members of the Company. The Company has received consent from the Statutory Auditors and confirmation to the effect that they are not disqualified to be appointed as Statutory Auditors of the Company in terms of the provisions of Companies Act, 2013 and Rules framed thereunder.

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

(2) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment 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 annexed as Annexure B

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 annexed as Annexure C.

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 annexed as Annexure D

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 annexed as Annexure E.

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.

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.

Risk Management:

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

Employee Relations

The relationship with the workmen and staff remained cordial and harmonious during 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 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 31st August, 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2014.

Financial Results

The performance during the period ended 31st March, 2014 has been as under:

Rs. Lakhs

Standalone Particulars Year ended 31st March

2014 2013

Sales 34,62.15 30,21.85

Other income (25.65) (84.58)

Total income 34,36.50 29,37.27

Profit before interest, depreciation & tax 6,84.63 6,16.84

Interest 1,02.54 1,27.36

Depreciation & preliminary expenses written off 2,67.31 2,78.87

Profit before tax 3,14.78 2,10.61

Provision for tax 1,17.89 92.58

Profit after tax 1,96.89 1,18.03

Balance brought forward from previous year 1,79.50 1,40.45

Differed tax reinstatement (1,26.17) -

Profit available for appropriation 2,50.22 2,58.48

Appropriation

Extraordinary items - (2.00)

Interim dividend on equity shares (46.88) -

Transferred to general reserve (19.69) (11.60)

Proposed dividend (37.51) (56.26)

Corporate dividend tax (14.34) (9.13)

Amounts adjusted - -

Balance carried forward 1,31.80 1,79.49

Rs. Lakhs

Consolidated Particulars Year ended 31st March

2014 2013

Sales 40,24.28 35,16.53

Other income (21.74) (76.41)

Total income 40,02.54 34,40.12

Profit before interest, depreciation & tax 7,04.77 6,25.90

Interest 1,02.54 1,27.36

Depreciation & preliminary expenses written off 2,72.33 2,82.81

Profit before tax 3,29.90 2,15.73

Provision for tax 1,21.62 95.44

Profit after tax 2,07.96 1,20.30

Balance brought forward from previous year 1,72.89 1,30.42

Differed tax reinstatement (1,26.17) -

Profit available for appropriation 2,55.00 2,50.71

Appropriation

Extraordinary items - (2.00)

Interim dividend on equity shares (46.88)

Transferred to general reserve (19.69) (11.60)

Proposed dividend (37.51) (56.26)

Corporate dividend tax (14.34) (9.13)

Amounts adjusted - -

Balance carried forward 1,36.26 1,71.72

Review of operations

The year 2013-14 ended on a promising note with increasing demand for your Company''s core services from US clients. With impressive growth in US economic activity, demand for civil/structural, MES and IT services is picking up considerable pace. During the year, your Company has established its presence in cloud computing, one of the ''SMAC'' emerging IT Technologies. Mold-Tek Technologies received ''Silver partnership'' status from salesforce.com, the leading cloud computing company in the world. On standalone basis, revenues at Rs. 34,62.15 lakhs were higher by 14.57% for the year 2013-14 over the previous year''s revenues of Rs. 30,21.85 lakhs. Profit after tax correspondingly increased to Rs. 1,96.89 lakhs from Rs. 1,16.03 lakhs @ 69.67%. On consolidated basis, for the year 2013-14, revenues at Rs. 40,24.28 lakhs were higher by 14.44% over the previous year''s revenues of Rs. 35,16.53 lakhs. Profit after tax correspondingly increased to Rs. 2,07.96 lakhs from Rs. 1,18.30 lakhs @ 75.79%.

FUTURE OUTLOOK

As mentioned above, growth in US economy is reflected in increasing demand for your Company''s services in civil/structural and MES domains. Your Company''s Nasik branch is well established and a 200% expansion is being taken up there to enhance overall capacity by 50% by December 2014. The PEMB sector which was lagging in the last 5 or 6 years is showing signs of solid recovery, auguring well for improving your Company''s revenues.

During the year, your Company entered the latest segment of civil/architectural engineering services called ''BIM'' (Building information modeling) which is widely being used in all major residential/ commercial/industrial structures.

All-round demand increase for engineering services and new entry into IT cloud computing should result in robust growth in revenues and profitability in the current financial year.

DIVIDEND

Your Directors have recommended a final dividend of Rs. 0.80 per equity share @8% of equity share capital in addition to interim dividend of Rs. 1.00 (10%) hitherto declared, making a total of Rs. 1.80 (18%) per equity share (previous year Rs. 1.20 per equity share @12%) for the financial year ended 31st March, 2014.The final dividend if approved, will be paid to those Members whose names appear in the 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. 98.73 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 RESERVES

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. 19.69 lakhs to general reserve out of the profits earned by the Company.

ALLOTMENT OF FULLY CONVERTIBLE WARRANTS

The Board of Directors at its meeting held on 26th February, 2014 allotted 6,00,000 fully convertible warrants (Convertible into equal number of equity shares within a period of 18 months from the date of allotment of warrants) at a price of Rs. 31.20 per warrant [comprising nominal value of Rs. 10 and premium of Rs. 21.20 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.

ALLOTMENT OF EQUITY SHARES

The Board of Directors at its meeting held on 19th April, 2014 (after the balance sheet date) allotted 10,900 equity shares of Rs. 10 each at a price of Rs. 28 [comprising nominal value of Rs. 10 and premium of Rs. 18 each] to its employees who have exercised the option vested on them under the Mold-Tek Technologies Employees Stock Option Scheme, 2009.

SCHEME OF ARRANGEMENT

In terms of Scheme of Arrangement, your Company is taking steps to complete the necessary action, process of creation of a trust and transfer of existing shares and accumulated dividends to it.

EMPLOYEES STOCK OPTION SCHEME

Your Company has in operation Mold-Tek Technologies Employees Stock Option Scheme, 2009 for granting stock options to its employees, 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.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements, your Directors are pleased to provide the audited consolidated financial statement in this annual report. A Summary of key financials of the Company''s subsidiaries is also annexed.

SUBSIDIARIES

Your Company has two wholly owned subsidiaries viz, Crossroads Detailing Inc., and RMM Global Inc., both incorporated in USA. A statement pursuant to Section 212 of the Companies Act, 1956 containing the details of the subsidiaries forms part of the Annual 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 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 part of the Annual Report.

The Auditors of the Company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the Company and their certificate is annexed to the report on Corporate Governance.

CEO/CFO Certification

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

COMPLIANCE CERTIFICATE

In accordance with Section 383(A) of the Companies Act, 1956 and (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from a Secretary in wholetime practice confirming that the Company has complied with all the provisions of the Companies Act, 1956 and a copy of the certificate forms part of the annual report.

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.

As per the provisions of Section 203 of the Companies Act 2013, a wholetime Director shall not hold the office as wholetime Director in more than one Company. Since A. Subramanyam and P. Venkateswara Rao are also Deputy Managing Directors in Mold-Tek Packaging Limited, in order to comply with the provision of the aforesaid Section, they have submitted their resignation from the office of wholetime Director of the Company. However, they will be associated with the Company as a non-executive promoter directors of the Company. The Board placed on record its appreciation for the services rendered by A. Subramanyam and P. Venkateswara Rao during their tenure as Wholetime Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013.

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.

The Auditors have qualified the accounts with regard to under or non-provision towards debtors outstanding for more than 9 months amounting to Rs. 93.19 Lakhs. The Company believes that all the amounts are good and recoverable.

The Auditors have qualified the accounts with regard to under or non-provision towards gratuity and leave encashment. Your Company is keen and committed to employee retirement benefits, and is settling the gratuity payment from the existing provision, as the majority of the employees are between the age group of 25 to 35 years. The Company''s existing provision will be sufficient for the current requirements, if any. With the ongoing business expansion and entry into new areas of IT segment, setting up of Nasik branch, your Company has not created and funded the gratuity trust for the employees; however, the Company is committed and keen to set up and fund ''Gratuity Trust for the Employees'' soon to take care of gratuity payments.

As regards leave encashment, your Company''s policy is to treat leave encashment as a short-term liability and is making the payments to employees as and when claim comes from the employee.

AUDITORS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your Directors confirm that:

a. in the preparation of the accounts for the financial year ended 31st March, 2014, 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, 2014 on a ''going concern'' basis.

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

The Directors wish to place on record their appreciation and gratitude for all the assistance and support received from ICICI Bank and officials of concerned government departments, for their co-operation and continued support extended to the Company. They also thank the clients of the Company 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 Hyderabad Chairman & Managing Director 2nd September, 2014


Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2012.

Financial Results

The performance during the period ended 31st March, 2012 has been as under:

Rs. Lakhs

Standalone Consolidated Particulars Year ended 31st March Year ended 31st March 2012 2011 2012 2011

Sales 25,88.17 19,00.39 29,82.09 25,94.36

Other income 1,15.57 76.52 1,21.88 78.57

Total income 27,03.74 19,76.91 31,03.97 26,72.93

Profit before interest, depreciation & tax 5,90.89 5,29.31 6,03.26 7,07.71

Interest 1,58.93 1,66.13 1,58.93 1,66.13

Depreciation & preliminary expenses written off 2,75.65 2,59.85 2,77.71 2,61.20

Profit before tax 1,56.31 1,03.33 1,66.62 2,80.38

Provision for tax 56.14 17.54 56.27 17.96

Profit after tax 1,00.17 85.79 1,10.35 2,62.42

Balance brought forward from previous year 1,13.97 8,96.37 62.34 6,67.01

Profit available for appropriation 2,14.14 9,82.16 1,72.69 9,29.43

Appropriation

Extraordinary items (10.20) 25.93 (10.20) 27.02

Transferred to general reserve (9.00) (16.76) (9.00) (16.76)

Proposed dividend (46.88) (69.93) (46.88) (69.93)

Corporate dividend tax (7.61) (11.88) (7.61) (11.88)

Amounts adjusted - (7,95.54) - (7,95.54)

Balance carried forward 1,40.45 1,13.97 99.00 62.34

Review 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 this year's classification.

Financial year 2011-12 was a challenging year; Europe is under tremendous pressure. Even in this environment, your Company performed reasonably well. Consequent to your Company's strategic entry in to mechanical services and broad basing of the business two years ago, addition of significant number of customers was made during the year under review. On standalone basis for the year 2011-12, revenues at Rs.2588.17 lakhs were higher by 36.19% over the previous year's revenues of Rs.1900.39 lakhs. Profit before tax correspondingly increased to Rs.100.17 lakhs from Rs.85.79 lakhs, an increase of 16.76%. On consolidated basis for the year 2011-12, revenues at Rs.2982.09 lakhs were higher by 14.95% over the previous year's revenues of Rs.2594.36 lakhs.

Future outlook

Your Company gained momentum in ME Services and created a strong presence in Europe and Middle East apart from USA. The relations with tier-1 suppliers of Ford, Mercedes & Porsche in Europe for ME services has created strong outlook to acquire more projects in the near future. The MES delivery team is expanding rapidly and is expected to reach 100 within this year. Using these contacts and work done as examples, your Company is striving to enter in to the huge US automobile engineering market.

Your Company also perceives increased activity and orders flow for its construction & structural engineering services. The steps taken in the previous year to widen the services has turned the future prospects brighter and the Mold-Tek team is confident that the Company will continue to deliver better performance in 2012-13 and beyond.

Dividend

Your Company has recommended a dividend of Rs.1 per equity share @ 10 % of the equity share capital (previous year Rs.1.50 per equity share @ 15%) for the financial year ended 31st March, 2012. The Dividend will be paid to those members whose names appear in Register of Members as on 16th September, 2012. 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.54.49 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 maximum.

Transfer to reserve

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.9 lakhs (10% of the net profits) to general reserve out of the profits earned by the Company.

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 shall be entitled to receive the dividend.

Allotment of equity shares

The Board of Directors at its meeting held on 29th April, 2011 allotted 37,125 equity Shares of Rs.10 each at a price of Rs.28 [comprising nominal value of Rs.10 and premium of Rs.18 each] to its employees who have exercised the option vested on them under the Mold- Tek Technologies Employees Stock Option Scheme 2009.

The Board of Directors at its meeting held on 29th June, 2011 allotted 5,10,000 equity shares of Rs.10 each at a price of Rs.80 [comprising nominal value of Rs.10 and premium of Rs.70 each] pursuant to conversion of fully convertible warrant allotted on 1st January, 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 29th May 2012 (after Balance Sheet Date) allotted 26,200 equity shares of Rs.10 each at a price of Rs.28 [comprising nominal value of Rs.10 and premium of Rs.18 each] to its employees who have exercised the option vested on them under the Mold-Tek Technologies Employees Stock Option Scheme, 2009.

Cancellation and forfeiture of warrants

The Board of Directors at its meeting held on 29th June, 2011 cancelled 1,45,000 fully convertible warrants held by the warrant holders who have not exercised the option to apply for equity shares against warrants held by them. Consequently, an amount of Rs.29,00,000 (Rupees Twenty nine lakhs only) received at the rate of Rs.20 per warrant on allotment of the said 1,45,000 fully convertible warrants to the warrant holders was forfeited.

The Board of Directors at its meeting held on 8th February, 2012 cancelled 16,60,000 fully convertible warrants held by the warrant holders who have not exercised the option to apply for equity shares against warrants held by them. Consequently, an amount of Rs.2,88,01,000 (Rupees Two crore eighty eight lakhs and one thousand only) received at the rate of Rs.17.35 per warrant on allotment of the said 16,60,000 fully convertible warrants to the warrant holders was forfeited.

Scheme of Arrangement

In terms of Scheme of Arrangement, your Company is taking steps to complete the necessary action and process of creation of a trust and transfer of existing shares and accumulated dividends to it.

Employees Stock Option Scheme

The Company has in operation Mold-Tek Technologies Employees Stock Option Scheme, 2009 for granting stock options to the employee 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 Securities Exchange Board of India (Employee Stock Option Scheme) Guidelines, 1999 are in Annexure B to this report.

Consolidated financial statements

In accordance with the Accounting Standards (AS 21) on Consolidated Financial Statements, your Directors are pleased to provide the audited consolidated financial statement in this annual report. A summary of key financials of the Company's subsidiaries is also annexed.

Subsidiaries

Your Company has two wholly owned subsidiaries viz, Crossroads Detailing Inc., Indiana, USA and RMM Global Inc., Ohio, USA. A statement pursuant to Section 212 of the Companies Act, 1956 containing the details of the subsidiaries forms part of the Annual Report.

Fixed deposits

Your Company has not invited any deposits from the public for 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 are being is produced 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 are complied by the Company and their certificate is annexed to the Report on Corporate Governance.

CEO/CFO Certification

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

Compliance certificate

In accordance with Section 383(A) of the Companies Act, 1956 and the Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from a Company Secretary in wholetime practice confirming that the Company has complied with all the provisions of the Companies Act, 1956 and a copy of the certificate is annexed to this report.

Directors

In accordance with the Articles of Association of the Company, C. Vasanth Kumar Roy and Dr. K.V. Appa Rao retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

There has been no change in Directors during the financial year.

Risk management

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

Auditors

The Company's 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, your 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.

Auditors' report

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

The Auditors have qualified the account with regard to non-provision towards gratuity and leave encashment. Your Company is keen and committed to employee retirement benefits, and is settling the gratuity payment from the existing provision, as the majority of the employees are in between the age group of 25 to 35 years. The Company's existing provision will be sufficient for the current requirements, if any. With the ongoing business expansion and entry into new area of engineering segment, your Company has not created and funded the gratuity trust for the employees; however, the Company is committed and keen to set up and fund 'Gratuity Trust for the Employee' soon to take care of gratuity payments.

As regards leave encashment, your Company's policy is to treat leave encashment as a short term liability and is making the payments to employees as and when claim comes from the employee.

Directors' responsibility statement

In compliance with Section 217 (2AA) of the Companies Act, 1956, and the Companies (Amendment) Act, 2000 your Directors confirm that:

a. in the preparation of the accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

The Directors wish to place on record their appreciation and gratitude for all the assistance and support received from 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

Chairman & Managing Director

Hyderabad

4th August, 2012


Mar 31, 2010

The Directors have pleasure in presenting the 26th 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

Standalone Consolidated

Particulars Year ended 31st March Year ended 31st March

2010 2009 2010 2009 Sales 1585.61 1913.59 1879.46 2296.07

Other Income 160.95 43.43 178.92 58.70

Total Income 1746.56 1957.02 2058.38 2354.77

Profit before Interest,

Depreciation & Tax 598.06 815.46 460.98 652.73

Interest 200.32 167.72 200.32 168.56

Depreciation & Preliminary

Expenses written off 205.86 148.71 208.62 151.43

Profit before Tax 191.88 499.03 52.04 332.74 Provision for Deferred Tax 12.35 61.27 15.83 61.27

Profit after Tax 179.53 437.76 36.21 271.47

Profit brought forward

from previous year 818.06 535.35 778.40 661.98

Profit available

for appropriation 997.59 973.11 814.61 933.45

Appropriation

Extraordinary Items (2.45) (6.33) (31.24) (6.33)

Transferred to General Reserve (26.56) (64.72) (26.56) (64.72)

Proposed dividend (61.72) (71.80) (61.72) (71.80)

Corporate dividend tax (10.49) (12.20) (10.49) (12.20)

Balance carried forward 896.37 818.06 667.01 778.40

Review of Operations

The operations of the year under review were effected by severe recession in USA and Europe. Many construction projects were delayed and some abandoned resulting in drop in demand for your Companys structural engineering services. Your Company took suitable steps to widen its service offerings in other areas of engineering to mitigate the impact of recession. Sales for the year dropped 17% to Rs15.85 crore against Rs19.13 crore in the previous year, and Profit before Tax correspondingly reduced to Rs1.91 crore from Rs4.99 crore.

Future Outlook

Your Company has widened the service offerings by entering into providing engineering services to oil and gas, transmission lines, sub-stations and material handling conveyors and galleries. Plant engineering and piping also started contributing to the sales in the current year.

Your Company has also got opportunities to work on storage tanks and misc structures for an American client. By opening an office in Europe, your Company is generating better traction from European clients. Overall, the recessionary trends also seem to be reversing, albeit slowly, which is improving the demand for our services.

Your Company has doubled the sales team in USA and hence increased the sales geographically in USA. These initiatives are already showing good traction in demand and hence the Company is expected to register robust growth in the year 2010-11 and with increased contributions from the new segments future is expected to be much brighter.

Dividend

Your Company recommends a dividend of Rs1.50 per Equity Share @ 15 % of the Equity Share Capital (Previous year Rs2 per Equity Share) for the financial year ended 31st March, 2010. The dividend will be paid to those Members whose names appear in the Register of Members as on 25th September 2010 (26th September 2010 being Sunday). In respect of shares held in dematerialized form, it will be paid to Members whose names are furnished by the depositories as beneficial owners as on that date. This will entail an outflow of Rs72.21 lakhs (inclusive of tax thereon).

The dividend pay out for the year under review has been formulated keeping in view your Companys need for capital for its growth plans and the objective to finance such plans through internal accruals to the maximum.

Transfer to Reserve

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 Rs26.56 lakhs to General Reserve out of the profits earned by your Company.

Allotment of Fully Convertible Warrants

The Board of Directors at its meeting held on 1st January, 2010 allotted 6,55,000 Fully Convertible Warrant (Convertible into equal number of Equity Shares within a period of 18 months from the date of allotment of Warrants) at a price of Rs80 per warrant [comprising nominal value of Rs10 and premium of Rs70 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.

The Board of Directors at its meeting held on 9th August, 2010 (after the Balance Sheet date) allotted 16,60,000 Fully Convertible Warrant (Convertible into equal number of Equity Shares within a period of 18 months from the date of allotment of Warrants) at a price of Rs69.40 per warrant [comprising nominal value of Rs10 and premium of Rs59.40 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.

Allotment of Equity Shares

The Board of Directors at its meeting held on 8th April 2010 (after the Balance Sheet date) has allotted 5,24,957 Equity Shares of Rs10 each at a price of Rs75 [comprising nominal value of Rs10 and premium of Rs65 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.

Scheme of Arrangement

In terms of Scheme of Arrangement, your Company is taking steps to complete the necessary action, process of creation of a trust and transfer of existing shares and accumulated dividends to it;

Consolidated Financial Statements

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements, your Directors are pleased to provide the audited Consolidated Financial Statement as part of this Annual Report.

Subsidiaries

Your Company has two wholly owned subsidiaries viz, Crossroads Detailing Inc., Indiana, USA and RMM Global Inc., Indiana, USA. A statement pursuant to Section 212 of the Companies Act, 1956 containing the details of the subsidiaries forms part of the Annual Report.

Fixed Deposits

Your Company has not invited any deposits from the Public for 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 are being is annexed as a part of the Annual Report of the Company.

The Company Secretaries of the Company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement have been complied by your Company and their certificate is annexed to the Report on Corporate Governance.

CEO/CFO Certification

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

Compliance Certificate

In accordance with Section 383(A) of the Companys Act 1956 and (Compliance Certificate) Rules 2001, the Company has obtained a Certificate from a Secretary in whole time practice confirming that the Company has complied with all the provisions of the companys Act 1956 and a copy of the certificate is attached to this report.

Directors

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

The Board of Directors at their meeting held on 1st September, 2009, subject to the approval of Members at General Meeting, have appointed A. Subrahmanyam as Director-Technical and P. Venkateswara Rao as Director - Commercial effective from 1st September, 2009.

During the year, Dr. Suryaprakash Gulla was appointed as Additional Director of the Company by the Board on 1st January, 2010 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 notice in terms of Section 257 of the Companies Act, 1956 for appointment of Dr. Suryaprakash Gulla as Director liable to retire by rotation.

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 reappointment, 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.

Directors Responsibility Statement

In compliance of Section 217 (2AA), your Directors confirm that:

a. 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. 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 or loss of the company for the year under review;

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

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 ICICI Bank Limited and officials of concerned government departments, for their cooperation 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 1st September, 2010

 
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