Directors Report of Mold-Tek Packaging Ltd.

Mar 31, 2023

DIRECTORS’ REPORT

Dear Members,

The Board is delighted to present th^¹ Annual Report on
the business and operations of Mold-Tek Packaging Lim
(“the Company”) along with the summary of the financial
statements for the year ended^t 3March, 2023.

In compliance with the applicable provisions of t]
Companies Act, 203, (the Act)’, SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 205 (Listing
Regulations), this Directors ’Report is prepared based o
the financial statements of the Company for the year under
review.

FINANCIAL PERFORMANCE:

Key highlights of financial performance of the Company for
the year ended 3^sl March, 2023, is as summarized below:

Particulars	2022-23	2021-22
Revenue from operations	72,9 9 2	63,47
Other income	B8	56
Total income	73,130	63,303
Profit before Finance cost, depreciation & tax	3,682	2225
Finance cost	387	932
Depreciation	3,023	2642
Profit before exceptional items and tax	10,272	8,651
Provision for current tax	(994	2032
Provision for deferred tax	235	253
Net profit (After Tax)	8,043	6,366
Other comprehensive income (net of tax )	; (26)	(6)
Profit brought forward from previous years	7,499	2282
Amount available for ap¬ propriation	25,516	18,632
Less: Appropriation
Dividend on equity shares	2601	133
Closing Balance of retained earnings	22,915	17,499

PERFORMANCE REVIEW:

During the year under review, your Company has sh
a healthy performance in terms of Revenue, EBIDTA
PAT. Your Company has achieved total revenue of ?72,992
lakhs in F.Y. 2022-23 as compared to ?63,147 lakhs in F.Y.

2021- 22 with a growth rate of 15.60%. The operating profit
(EBIDTA) has increased by 11.92%, from ?12,225 lakhs in

₁t_eF-Y. 2021-22 to ?13,682 lakhs in F.Y. 2022-23, resulting in a
healthy increase in net profits by 26.34% from ?6,366 lakhs
in F.Y. 2021-22 to ?8,043 lakhs in F.Y. 2022-23. The Basic
Earnings per Share (BEPS) on weighted average equity has
^ie increased from ?22.12 in F.Y. 2021-22 to ?24.40 in F.Y

2022- 23, leading to an increase of 10.31%.

_n ANNUAL SNAP SHOT AND FUTURE OUTLOOK:

The year 2022-23 has started on a positive note due to post
pandemic surge in demand mainly in Food and FMCG
products. This enabled the company to record a considerable
volume growth of around 16% in the F.Y 23.

By introducing several products for new applications
company achieved 30.32% growth in Food and FMCG
segments over the previous F.Y. 22 Food and FMCG unit at
Sultanpur has started commercial production during March,
2023.

New Products & Development:

Company received good response for its new Food and
FMCG products from Restaurants, Dairies, Nutraceuticals
and other segments.

Company is developing products in 4 segments for Pharma
Packaging which will be established by Oct/ Nov, 2023.
These are high vaslue-added products; however, it may take
few quarters for us to establish ourselves in the Pharma
industry as there are several audits and procedures for
commercial supplies.

As envisaged last year, company has doubled its sweet box
production capacity and its demand is expected to grow up
considerably during the Festive season.

Cashew Packaging:

Last year we introduced our square pack for Cashew
Packaging which is expected to accelerate in this current
financial year and there is rise in demand for our 15/17 litre
square packs.

Exports:

Company started exporting in a small way, IM L labelled F ood
containers for Restaurants and to Retailers in USA, Australia
wmnd also received enquiries from Singapore. Company is
aihbw focussing on exports as we see potential demand for
exporting value added IML products to developed countries
in spite of additional Freight cost.

New Plants for Grasim (ABG Group):

As informed earlier, company has been awarded packaging
partner status for 3 Locations by Grasim Industries (par
Aditya Birla Group). Land has been acquired for Panip
and Cheyyar and construction activity is under proces
These two plants are expected to go into trials / commerc
production before end of this financial year itself.

Company has applied for land allocation at Mahad and thi
plant is expected to go into commercial production by earl
next F.Y.

Integrated Printing Facility:

Company has initiated Integrated printing facility
Sultanpur, Hyderabad, to bring all printing activities un<
one roof such as label production and Die cutting for IM
HTL labels which will enable Company to control costs a
wastage. This facility would be ready by Nov/ Dec, 23.

Digital Printing:

Company recently, installed Italian Digital Printing Mach
for the first time in India for IML which enable us to handle
/ process small orders and develop IML labels with very
lead time and also enable us to cater to various promotio
schemes as and when clients wish to introduce.

Digital Printing is automatic without gap of setting ti
This results in quicker service to smaller clients, impr<
label availability and less wastage.

TRANSFER TO RESERVES:

During the year under review, no amount was transferred to
Any of the reserves by the Company.

DIVIDEND:

da) Declaration and payment of dividend:

The Board at its meeting held on theday of May,
2023, has recommended a final dividend of 40% (?2
per equity share) in addition to the interim dividend of
80% (?4 per equity share) on face value of ?5 per equity
share, declared on 2^h April, 2C23, which will be paid
^ subject to the approval of the members of the Company
in the ensuing Annual General Meeting scheduled to
be held on Tuesday, the 25 day of September, 2023.
^e. Total dividend declared for the financial year 2022-23 is
^ed thus 120% (i.e., ?6 per equity share) on face value of ?5
per equity share. This will entail an outflow of ?1,990

ENVIRONMENT. HEALTH AND SAFETY:

Mold-Tek Packaging Limited (MTPL) is committed to being
an environmentally responsible Company and Environment,
Health and Safety are fundamental to the success of our
business and part of our annual operating plan.

The Company has an effective Environment, Health &

Safety Policy. The Company’s offices and units are designed
based on careful consideration of statutory requirements, for
a healthy and safe workplace, applicable Indian Standards. fa
One of the key focus areas remain safety of employees
and investing in technologies and processes to avoid and
minimize the manual interfaces with machines. At the design
stage of any process, focus is on providing engineering
controls to control the various hazards during manufacturing/
production. F urther, all new plants are highly automated
with conveyors and robotics palletization to reduce manual
intervention. The Company has a systematic process for
identification of work-related hazards. The Company has
in place a mechanism for identification of fire hazards,
preparation of action plan for control system and plans to
mitigate or eliminate hazards.

The dividend payout for the year under review has been
formulated after considering the financial aspects and
keeping in view your Companys need for capital and
rewarding shareholders.

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

Dividend Distribution Policy:

As per the SEBI (LODR) Regulations, 205 [amended
vide SEBI (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations,
2021 w.e.f. 5.5.2021|, the top one thousand listed
entities based on market capitalization (calculated as
on March 3^sl of every financial year) shall formulate
a dividend distribution policy which shall be disclosed
on the website of the listed entity and a web-link shall
also be provided in the annual report. The Company had
adopted a new Dividend Distribution Policy and such
was effective from 26^th May, 2021 in terms of 43A of

the SEBI (Listing Obligations and Disclosure Requirements), 20b. Further, the Board of Directors of the Company, in
its meeting held on ^t6 February, 2023, reviewed and amended the said policy. The policy is available on the website of
the company at https //www.moldtekpackaging.com/investors.html#tab-5

SHARE CAPITAL:

(i) Authorized Share Capital:

The Authorized Share Capital of the Company as onMalrch, 2023 stands at ?20,00,00,000 (Rupees Twenty crore
only) comprising of 4,00,00,000 (Four Crore only) equity shares of ?5 (Rupees Five only) each.

(ii) Paid up Share Capital:

The paid-up equity share capital of the Company as on day of March, 2023 was ?16,58,23,845 comprising of
3,31,64,769 no. of fully paid Equity shares of face value of ?5 each.

During the Financial Year 2022-23, the Company has issued Equity Shares in the manner as tabled below:

Sr No.	Allotment details	No. of Shares	Face value of shares (?)	Paid up Capital of the Company (?)
1.	Total No. of Equity Shares & paid-up capital as on 01.04.2022	3,12,53,121	5 each	15,62,65,605
2.	Add: Allotmentof shares oExerciseof RightsWarrants on P.04.2022	1)55,894	5 each	52,84,470
3.	Add: Allotmentof shares offixercismf RightsWarrants on b.05.2022	6,87,290	5 each	34,35,450
4.	Add: Allotmentof shares offixercismf RightsWarrants on 2205.2022	)23,3 3 4	5 each	6,6,670
5.	Add: Allotment of shares as per MTPL Employees Stock Option Scheme-206 on 09.022023	44,B0	5 each	2,20)650
6.	Total No. of Equity Shares and paid-up capital as on 31.03.2023	3,31,64,769	5 each	16,58,23,845

LISTING OF EQUITY SHARES:

The Companys equity shares are listed on the following Stock Exchanges:

(i) BSE Limited (BSE),	(ii) National Stock Exchange of India Limited (NSE),
Phiroze JeeJeebhoy Towers,	Exchange Plaza, Floor 5, Plot No. C/) G Block, Ban
Dalal Street,	dra -Kurla Complex,
Mumbai -400 00) Maharashtra, India.	Bandra (East), Mumbai -4000 05)
	Maharashtra, India.

The Company has paid the annual listing fees to the said stock exchanges for the financial year 2023-24.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

In terms of Section B4(5)(e) of the Act, the term Internal Financial Control means the policies and procedures adopted by a
company for ensuring orderly and efficient conduct of its business, including adherence to company’s policies, safeguarding
of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely
preparation of reliable financial information.

The Company has adequate Internal Financial Control system in the form of policies and procedures. It follows a structured
mechanism of function-specific reviews and risk reporting by senior management of the Company and critical matters are
brought to the attention of the Audit Committee and the Board. Further, internal Standard Operating Procedures (SOPs
and Schedule of Authority (SOA) are well defined and documented to provide clear guidance to ensure that all financial
transactions are authorized, recorded and reported correctly.

In order to record day-to-day financial transactions and
ensure accuracy in reporting thereof, the Company uses ;
established robust ERP system. Adequate controls and checl
are built in the ERP system to integrate the underlying bo<
of account and prevent any kind of control failure. Mappir
of policies and procedures including SOPs and SOA is don
through ERP and audit of these processes forms part of
work scope of both internal and statutory auditors of t
Company.

The Company has a strong and independent in-house Intern;
Audit (IA)’ department that functionally reports to the
Chairman of the Audit Committee, thereby maintaining it
objectivity. Remediation of deficiencies by the IA department
has resulted in a robust framework for internal controls
details of which are provided in the Management Discussio
and Analysis Report.

Statutory Auditors in their report expressed an unmodified
opinion on the adequacy and operating effectiveness of the
Company’s internal financial controls over financials.

RECONCILIATION OF SHARE CAPITAL AUDIT:

As required by the SEBI Listing Regulations, quarterly au
of the Companys share capital is being carried out by an
independent Practicing Company Secretary with a view t
reconcile the total share capital admitted with N SDL a
CDSL and held in physical form, with the issued and liste
capital.

The Practicing Company Secretary’s Certificate in regard to
the same is submitted to BSE and the NSE and is also pla
before the Board of Directors.

CODE ON INSIDER TRADING:

As per SEBI (Prohibition of Insider Trading) Regulation
205, as amended from time to time the Company have
adopted the (i) Code of Conduct to Regulate, Monitor an;
Report Trading by Designated Persons and their Immediat
Relatives and the (ii) Code of Practices and Procedures f
Fair Disclosure of Unpublished Price Sensitive Informati
collectively referred to as the Code(s) on PIT. All the
Directors, employees and third parties such as auditor
consultants, etc. who could have access to the unpublished
price sensitive information of the Company are governed b
the said Code. The trading window is closed during the tim
of declaration of results, on occurrence of any material even
as per the code when unpublished price sensitive informatio
is deemed to be available with insiders as determined by th<
Compliance Officer. Mr. Thakur Vishal Singh, Company
Secretary of the Company, was the Compliance Officer up to
4^th July, 2022 i.e. till the date of his resignation as Company

Secretary of the Company and Mr. Subhojeet Bhattacharjee,
he present Company Secretary of the Company, is acting
s the Compliance Officer w.e.f the 27^th day of July, 2022,
ks the effective day of his appointment as the Company
Secretary of the Company and is responsible for setting
orth procedures and implementation of the Code(s) on PIT.
herther, the Board of Directors of the Company continuously
monitors and amends the respective Codes at regular intervals
o incorporate and bring the Codes in line with amendments
[rough in by the regulator(s). The Code(s) were last updated/
nodified/amended by the Board in its meeting held on
U May, 2023.

3

"he said Code(s) are available on the website of the
ndmpany at: https //www.moldtekpackaging.com/investors.
ttml#tab-5

»ERFORMANCE EVALUATION OF THE BOARD,

TS COMMITTEES AND DIRECTORS:

n terms of Section 78(2) and B4(3)(p) of the Companies
^ct, 20B read with Rule 8(4) of the Companies (Accounts)
tules, 204, Nomination and Remuneration Policy (NR
tplicy)’ of the Company, inter alia, the Board/ Nomination
nd Remuneration Committee (NRC) will conduct
lerformance evaluation of the Board as a whole and its
Jpmmittees and the individual Directors.

erformance evaluation of Directors shall be done by
he entire Board/ NRC (excluding the director being
valuated). The Nomination and Remuneration Committee
hall continue to be responsible for implementation of the

ethodology followed by the Company in this regard.

"he NRC Policy of the Company is placed on the Companys
vebsite at: https//www.moldtekpackaging.com/investors.
i4ml#tab-5

’erformance of the Board is evaluated after seeking
nputs from all the directors on the basis of criteria such
s board composition and structure, effectiveness of board
processes, information and functioning, its contribution in
ffective management of the Company, etc. Based on the
issessment, observations on the performance of Board are
[iscussed and key action areas for the Board, Committees
nd Directors are noted. During the period under review, the
nnual performance evaluation of the Board, its Committees
nd individual Directors for the financial year ended 31^st
arch, 202B was conducted by the Board, at its meeting
ield on 3^d May, 2023. Information and other details on
nnual performance assessment is given in the Corporate
Governance report.

Further, in terms of the requirement as contained in Cl;
VII of the Schedule IV of the Companies Act, 20B anc
Regulation 25(4) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements
Regulations, 205, the Independent Directors of the
Company at their meeting held oh¹ (February, 2023, inter
alia:

• reviewed the performance of the Non-Independen
Directors and the Board as a whole with respect to th
rights, duties vis-avis performance of Board Members

• reviewed the performance of the Chairperson of t]
Company by taking into account the views of executive
and non-executive directors of the Company.

SECRETARIAL AUDIT OF MATERIAL UNLISTED
INDIAN SUBSIDIARY:

As on B F March, 2023 the Company does not have a material
unlisted subsidiary, which requires Secretarial Audit to
conducted pursuant to Section 204 of the Companies Act
20B and Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 205, as
amended, for the Financial Year 2022-23.

AUDIT COMMITTEE RECOMMENDATIONS:

The Committee has adopted a Charter for its functioni
The primary objective of the Committee is to monitor ai
provide effective supervision of the Management’s financial
reporting process, to ensure accurate and timely disclosure
with the highest levels of transparency, integrity and quali
of financial reporting. As on 31^st March, 2023, the Committee
comprises of Mr. Eswara Rao Immaneni, -Independer
Director as Chairman, Dr. Talupunuri Venkateswara Rao, a
Mrs. Madhuri Venkata Ramani Viswanadham, Independen
Directors as members. The Committee met five (5) times
during the year under review, the details of which are giv
in the Corporate Governance Report. During the year un<
review, there were no instances when the recommendation
of the Audit Committee were not accepted by the Board.

REGISTRATION OF INDEPENDENT DIRECTORS
IN INDEPENDENT DIRECTORS’ DATABANK:

All the Independent Directors of your Company have bee
registered and are members of Independent Director
Databank maintained by the Indian Institute of Corpora
Affairs (IICA).

DIRECTORS AND OFFICERS (D & O) LIABILITY
INSURANCE:

With effect from January 1, 2022, the top 1000 listed entities
by market capitalization, calculated as on March 31 of th

(seceding financial year, was required to undertake Directors
md Officers Insurance (‘D and O insurance’) for all their
ndependent Directors and Officers of such quantum and for
uch risks as may be determined by its board of directors.

2 he Company at its Board Meeting held on January, 2022
lis cussed and reviewed the applicability of the regulation
md accordingly decided the quantum and risk to be covered.
further, the company after having discussion with various
insurance companies has obtained the Directors and Officers
nsurance from ICICI Lombard General Insurance Company
limited w.e.f. the 29 day of June, 2022.

"he Board at its meeting held oT May, 2023, re-assessed
he quantum and risk to be covered by the said insurance
ind subsequently the insurance was renewed w.e.f^h J9ne,

023.

IUMAN RESOURCES AND INDUSTRIAL RELA-
[TONS:

he Company believes that the quality of its employees is the
ey to its success and is committed to providing necessary
uman resource development and training opportunities to
quip employees with additional skills to enable them to
idapt to contemporary technological advancements.

)uring the year under review, industrial relations remained
armonious at all our offices and establishments.

STATEMENT OF DEVIATION:

Quarterly statement of deviation(s) including report of

nonit or ing agency, if applicable, has been submitted to

tock exchange(s) in terms of Regulation 32(1) of Securities

nd Exchange Board of India (Listing Obligations and

disclosure Requirements) Regulations, 205, till the time of

: omplete utilization of funds raised by the Company through

tights Issue and Qualified Institutional Placement (QIP).
r

UTILIZATION OF AMOUNT RAISED THROUGH
1UALIFIED INSTITUTIONAL PLACEMENT (QIP):

)uring the previous financial year 2021-22 the Company
ad raised funds through Qualified Institutional Placement
QIP) to the tune of ?103.6 Crores, (?10L10 Crores net of
ssue expenses) in terms of chapter VI of the Securities and
xchange Board of India (Issue of Capital and Disclosure
tequirements) Regulations, 20B. The issue was open
r om 4^th December, 2021 to F ^th December, 2021 and the
Company had received overwhelming response for its QIP.

"he funds who had invested in the QIP included marquee
nvestors like Goldman Sachs India Equity, White Oak India
equity Fund, Aditya Birla Sun Life Trustee Private Limited
’lc, ICICI Prudential Small Cap Fund and others.

Further, as on 3^,0September, 2022, the entire funds raise<
by the Company through Qualified Institutional Placement
stands utilized for purpose(s) for which the fund was ra
and the same was informed to the stock exchange(s) whe
the equity shares of the Company are listed.

CREDIT RATING:

ICRA Limited vide its letter ref no. ICRA/MOLD-
Packaging L imited/29 052023/I dated 29 ^th May, 2023, has
informed the company that based on a review of the lat
developments, the Rating Committee of ICRA, after d
consideration, has retained the long-term rating at [I Cl
A (pronounced ICRA A plus) and the short-term ratin
[ICRA]A1 (pronounced as ICRA A one).

Outlook on the long-term Rating is Stable. The repo
from the credit rating agency was intimated to the st
exchange(s) where the equity shares of the Company
listed and is also available in the website of the Company
https://www.moldtekpackaging.com/investors.html

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of Business of
Company during the year under consideration.

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

There have been no material changes and commitmen
affecting the financial position of the Company, which have
occurred between the end of the financial year and the date
of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS:

There were no significant material orders passed by
Regulators /Courts which would impact the going conce
status of the Company and its future operations.

EMPLOYEE STOCK OPTION SCHEME:

The Company in terms of the Mold-Tek Packaging Limii
Employees Stock Option Scheme-2015 which was approved
by the members of the company in the^th lAnnual General

in compliance with the provisions of Section B6 of the
Companies Act, 20B read with Companies (Meetings of
Board and its Powers) Rules, 204.

DEPOSITS:

The Company has not accepted any deposits in terms (
Section 73 or 76 of the Companies Act, 20B and as such, no
amount on account of principal or interest on public deposi
was outstanding as on the date of the balance sheet.

RECLASSIFICATION OF PROMOTER/ PROMOTER
GROUP:

During the financial year 2022-23, the Company has
received a letter dated 26 July, 2022, from Mrs. Swetha
Mythri J, a Member of the Promoter Group to reclas
her from existing Promoter/Promoter Group category”t
Public category”of the Company, after analyzing the said
request of reclassification and having discussed in detail,
the board of directors of the company at their meeting h
on 27^th July, 2022, had favorably considered her request for
reclassification and have accorded their approval to the said
re-classification. Further, the shareholders of the Company
at the 25¹ Annual General Meeting held on F ridayt^h 30
September, 2022, have approved the reclassification of Mrs.
Swetha Mythri J, Member of the Promoter Group fr
Promoter/Promoter Group’ ’ category to Public’ ’ category
in the shareholding of the Company.

Subsequently, the Company has filed an application dated
25 ^th October, 2022 with the BSE Limited and National Stoc
Exchange of India Limited for the said re-classification
and replied to queries raised by the respective exchange(s
in this regard. F urther, the exchange(s) vide letter
dated 23^rd August, 2023, have approved the application
for the said reclassification and the Company has given
necessary disclosure under Regulation 30 of SEBI (LOD
Regulations, 205, to the exchange(s).

All the disclosure regarding the same is available in t]
website of the Company ahttps //moldtekpackaging.com/
investors.html.

INDEPENDENT DIRECTORS’ DECLARATION:

Pursuant to the provisions of Section 49 of the Act a
Regulation 25 of the Listing Regulations, the Independen
Directors of the Company have submitted declarations th
each of them meets the criteria of independence as provid
in Section 49(6) of the Act read along with Rules frame
thereunder and Regulation 6()(b) of Listing Regulations.
In terms of Regulation 25(8) of the Listing Regulation
the Independent Directors have confirmed that they are not

ware of any circumstance or situation which exists or may
e reasonably anticipated to impair or impact their ability
o discharge their duties with an objective independent
ludgment and without any external influence.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

4ppointments/Re-appointment & Cessation of Directors:

During the financial year under review and till the date of
rpproval of the Directors ’Report:

;i) The Board of Directors of the Company at its meeting
held on the 2^nd of September, 2022, approved and
recommended to the members the re-appointment of
ify Mr. Srinivas Madireddy (DIN: 0BM7) as Whole -

time Director of the Company for a further period of
five (5) years, commencing from 14^th May, 2023 to
B ^th May, 2028, liable to retire by rotation and such
Id was subsequently approved by the members of the
Company by passing the required resolution with
requisite majority at the ^t25Annual General Meeting
held on 30^h September, 2022

ii) The Board of Directors of the Company at its meeting
held on the 2^nd of September, 2022, approved and
recommended the re-appointment of Dr. Venkata
Appa Rao Kotagiri (DIN: 074120) and Mr. Eswara
Rao Immaneni (DIN: C832B3) as Independent Non¬
Executive Directors of the Company for a second
term of five consecutive years, w.e.f. 14^th M ay, 2023
to 3 ^th May, 2028, not be liable to retire by rotation.
Subsequently, whereas, the resolution pertaining to the
s) re-appointment of Mr. Eswara Rao Immaneni (DIN:
083283) as Independent Non-Executive Directors
was passed with requisite majority by members at the
) 25 ^th Annual General Meeting held on ^th6 September,

2022, the resolution pertaining to the re-appointment
of Dr. Venkata Appa Rao Kotagiri (DIN: 074020)
failed to get passed with requisite majority. Thus, the
tenure/term of Dr. Venkata Appa Rao Kotagiri as an
Independent Director of the company has completed
on Saturday, 3^d1 May, 2023 and he has retired as an
d Independent Director of the Company with effect from

the close of business hours on the same date. The Board of
Directors of the Company places on record their sincere
appreciations for the services rendered by Dr. Venkata
Appa Rao Kotagiri as an Independent Director of the
Company during his tenure and wish him the best for
his future endeavors. Necessary, disclosures pertaining
to the above was given to the stock exchange(s) where
the equity shares of the Company are listed.

Sr. No.	Name of Key Managerial Personnel	Designation
1	Mr. J. Lakshmana Rao	Managing Director& Chairman
2	Mr. A. Subramanyam	Deputy Managing Director
3.	Mr. P. Venkateswara Rao	Deputy Managing Director
4.	Mr. Srinivas Madireddy	Whole-time Director
5.	Mrs. A. Seshu Kumari	Chief Financial Officer
6.	Mr. Thakur Vishal Singh (Resigned w.e.f. 4th July, 2022)	Company Secretary and Compliance Officer
7.	Mr. Subhojeet Bhattacharj (Appointedw.e.f. 27tth July, 2022)	eC ompany Secretary and Compliance Officer

through circulation or by calling the Board Committee
meetings at short notice, as permitted by law. The agenda for
the Board and Committee meetings includes detailed notes
on the items to be discussed to enable the Directors to make
an informed decision.

Details of the composition of the Board and its Committees
and of the Meetings held and attendance of the Directors
at such Meetings, and the terms of reference of various
committees are provided in the Corporate Governance
Report. The intervening gap between the Meetings was
within the period prescribed under the Section 73 of the
Act and Regulation F of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 20b.

Directors and one Independent Director, chaired by Mr.
Lakshmana Rao. The composition of the Corporate Soci
Responsibility Committee meets the requirements of Sect]
135 of the Act. In compliance with requirements of Sectk
135 of the Companies Act, 20B, the Company has laid
down a CSR Policy. The contents of CSR Policy and rep
on CSR activities carried out during the financial year ended
31^st March, 2023, in the format prescribed under Rule 9 of 1
Companies (Corporate Social Responsibility Policy) Rules
204, as amended is annexed herewith as Annexure-C’ to
this report.

STATEMENT ON COMPLIANCE WITH
APPLICABLE SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standai
on Meetings of Board of Directors (SS-1) and Gener
Meetings (SS-2).

NOMINATION. REMUNERATION AND PERFOR¬
MANCE EVALUATION POLICY:

The requisite details as required under Section 134(3
Section 178(3) and (4) of the Act and Regulation 34(2) of
Securities and Exchange Board of India (Listing Obligatio:
and Disclosure Requirements) Regulations, 20B is provided
in the Report on Corporate Governance.

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, statuto
and secretarial auditors and the reviews performed
management and the relevant Board Committees, includin
the Audit Committee, the Board is of the opinion that t
Company’s internal financial controls were adequate and
effective during the financial year 2022-23.

Accordingly, pursuant to Section ^4(3)(c) and 34(5) of the
Act, the Board of Directors, to the best of their knowto
and ability, confirm that:

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

ii. they have selected such accounting policies and applied
them consistently and made judgments and estimate
that are reasonable and prudent, so as to give a tr
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 ir

J. accordance with the provisions of the Act, for

l safeguarding the assets of the Company and for

n preventing and detecting fraud and other irregularities;

rv. they have prepared the annual accounts for the Financial

Year ended March 3) 2023, on a going concern basis;
rt

v. they have laid down internal financial controls to

h_e 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.

POLICY ON PREVENTION. PROHIBITION AND
JR EDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE:

The Company has zero tolerance for sexual harassment at
workplace and has adopted a P olicy on P r event ion, P r ohibition
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,
and the Rules made 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 there in and 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

y

Harassment (POSH) Committee, to inquire into complaints
of sexual harassment and recommend appropriate action. In
the financial year 2022-23, the Company has not received
any complaint which falls within the scope of this policy.
The policy is available on website of the Companyhtttps//
www.moldtekpackaging.com/investors.html#tab- 5

PARTICULARS OF EMPLOYEES AND RELATED
Disclosures

The information required under Section 97 (E) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 204, is
annexed as ‘Annexure-D’ to this report.

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 204, a
statement showing the names of the top ten employees in
terms of remuneration drawn and names and other particulars
of the employees drawing remuneration in excess of the
limits set out in the said rules forms part of this Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to the provisions of Regulation 24A of the SEB
(LODR) Regulations, 205 the Board of Directors of the
Company have appointed Mr. Ashish Kumar Gaggar,
Practicing Company Secretary to undertake the Audit o:
Annual Secretarial Compliance of the Company for the year
ended 31^st March, 2023. The Annual Secretarial Compliance
Report is annexed a£Annexure-E’. The Annual Secretarial
Compliance Report for the financial year ended 31^st March,
2023 do not contain any qualification, reservation, adverse
remark or disclaimer except the observations provided there¬
in, if any.

ESTABLISHMENT OF VIGIL MECHANISM AND
WHISTLE BLOWER POLICY:

The requisite details as required by Section 77 of the Act
and Regulation 22 &34(3) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 205 is provided in the Report on Corporate
Governance.

AUDITORS:

a. Statutory Auditors

M/s. Anandam & Co., Chartered Accountants (Firm
Registration Number 000E5S), were appointed as
Statutory Auditors of your Company at thfeAhnual
General Meeting (AGM) held on"‘22ieptember, 207,
to hold office for their first term of five consecutive
years subject to ratification by Members at every Annual ^b

General Meeting, from the conclusion of the AGM
till the conclusion of the ^t25AGM of the Company, in
accordance with the provisions of the Act. However, in
accordance with the Companies Amendment Act, 207,
enforced on 7¹ May, 20B by the Ministry of Corporate
Affairs, the appointment of Statutory Auditors is not
required to be ratified at every Annual General Meeting.

M/s. Anandam & Co, Chartered Accountants have
confirmed that they are not disqualified from continuing
as Auditors of the Company. The Statutory Auditors
have not reported any incident of fraud to the Audit
Committee of the Company in the year under review.

Further, during the Financial year 2022-23, the Board
in its meeting held on 27 day of July, 2022, based on c
the recommendations of the Audit Committee, given in
their meeting held on the same date before the board
meeting, after evaluating and considering various
parameters viz., capability, team size, experience,
clientele served, technical knowledge, independence
and the ability to serve a diverse Company like Mold-

Tek Pickaging Limited, approved and recommended
to the members the appointment of M/s. Anandam &
Co., Chartered Accountants (Firm Registration Number
000E5S), as statutory auditors of the company, for the
second term of five (5) consecutive years, to hold office
from the conclusion of the ^t 2Annual General Meeting
till the Conclusion of the ^t3 Annual General Meeting
to be held in the F .Y. 2027-28 and such was subsequently
approved by the members of the Company by passing
the required resolution with requisite majority at the 25
Annual General Meeting held on^t!3September, 2022,

Thus, M/s. Anandam & Co., Chartered Accountants
(Firm Registration Number 000E5S), stands re¬
appointed as statutory auditors of the company, for the
second term of five (5) consecutive years, to hold office
from the conclusion of the ^t 2Annual General Meeting
till the Conclusion of the ^t3 Annual General Meeting
to be held in the F.Y. 2027-28.

The Statutory Auditors of the Company have issued
an unmodified opinion on the financial statements of
the Company for the financial year ended 31^st March,

2023 and a declaration/statement there-of has been
filed with the stock exchange(s) by the Company on
3^rd May, 2023, along with the outcome of the meeting
of the Board of Directors held on the same date. The
said Auditors’ Report(s) for the financial year ended
on 31 ^st March, 2023 on the financial statements of the
Company forms part of this Annual Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 204, the Board of
Directors of the Company had appointed Mr. Ashish
Kumar Gaggar, Practicing Company Secretary to
undertake the Secretarial Audit of the Company for the
year ended on 3^s!¹ March, 2023. The Secretarial Audit
Report as issued by the Secretarial Auditor for the F.Y.
2022-23 is annexed as ‘Annexure-F’. The Secretarial
Audit Report for the financial year ended 31^st March,

2023 does not contain any qualification, reservation,
adverse remark or disclaimer except the observations
provided therein, if any.

Internal Auditors

The Board of Directors based on the recommendation
of the Audit Committee has appointed M/s. Praturi &
Sriram, Chartered Accountants as the Internal Auditors
of your Company. The Internal Auditors are submitting
their reports on quartlye basis to the Audit Committee
and Board of Directors of the Company.

CEO/CFO CERTIFICATION:

Mr. J. Lakshmana Rao, Chairman & Managing Directs
and Mrs. A. Seshu Kumari, Financial Controller & Ch
Financial Officer of the Company have given a certificate to
the Board as contemplated in Regulation 7(8) of Securities
and Exchange Board of India (Listing Obligations anc
Disclosure Requirements) Regulations, 20B.

Acknowledgements:

Your directors wish to place on record their appreciation

₍and gratitude for all the assistance and support received
from Citibank, HSBC, ICICI Bank and officials of
opncerned 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

'' Sd/-

^the J. LAKSHMANA RAO

Chairman & Managing Director
^ur DIN: 00649702

Place: Hyderabad
Date : 29^th August, 20E3

---

Mar 31, 2022

The Board is delighted to present the 25^th Annual Report on the business and operations of Mold-Tek Packaging Limited (“the Company”) along with the summary of standalone and consolidated financial statements for the year ended March 31, 2022.

In compliance with the applicable provisions of the Companies Act, 2013, (“the Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), this Directors’ Report is prepared based on the financial statements of the Company for the year under review.

FINANCIAL PERFORMANCE:

Key highlights of consolidated and standalone financial performance of the Company for the year ended 31 March, 2022, is as summarized below:

? in lakhs
Particulars	STANDALONE		CONSOLIDATED
	2021-22	2020-21	2021-22	2020-21
Revenue from operations	63,147	47,893	63,147	47,893
Other income	156	60	156	88
Total income	63,303	47,953	63,303	47,981
Profit before Finance cost, depreciation & tax	12,225	9,656	12,225	9,538
Finance cost	932	994	932	994
Depreciation	2,642	2,149	2,642	2,151
Profit before exceptional items and tax	8,651	6,513	8,651	6,393
Provision for current tax	2,032	1,546	2,032	1,546
Provision for deferred tax	253	51	253	51
Exceptional items	-	108	-	-
Net profit (After Tax)	6,366	4,808	6,366	4,796
Other comprehensive income (net of tax )	(16)	(22)	(54)	(22)
Profit brought forward from previous years	12,282	8,333	12,320	8,383
Amount available for appropriation	18,632	13,119	18,632	13,157
Less: Appropriation
Dividend on equity shares	1,133	837	1,133	837
Closing Balance of retained earnings	17,499	12,282	17,499	12,320

PERFORMANCE REVIEW:

During the year under review, your Company has shown a healthy performance at Standalone level in terms of Revenue, EBIDTA and PAT. Your Company has achieved total revenue of ? 63,147 lakhs in F.Y. 2021-22 as compared to ? 47,893 lakhs in F.Y. 2020-21 with a growth rate of 31.85%. The operating profit (EBIDTA) has increased by 26.61%, from ? 9,656 lakhs in F.Y. 2020-21 to ?12,225 lakhs in F.Y. 2021-22, resulting in a healthy increase in net profits by 32.40% from ? 4,808 lakhs in F.Y 2020-21 to ?6,366 lakhs in F.Y. 2021-22. The Basic Earnings per Share (BEPS) on weighted average equity has increased from ?16.86 in F.Y. 2020-21 to ?22.12 in F.Y 2021-22, leading to an increase of 31.19%.

The global economy rebounded after the significant impact of Corona virus (COVID-19) pandemic in F.Y. 2021-22, pent-up demand resulted in robust sales of the products of our Company, helping the Company to generate strong revenues and EBITDA.

ANNUAL SNAP SHOT AND FUTURE OUTLOOK:

Mold-Tek has progressed considerably in the last few years with an increased product range with innovative packaging solutions, keeping in mind the evolving needs of packaging in India. We recognize the importance of continued innovation in packaging products to cater the needs of various customers. As part of our efforts, we have been continuously working towards enhancing our existing products’ utility and creating new packaging solutions. The company has significant growth plans in the next 2-3 years, focusing on high-value products through both product & geographical expansion and also diversifying into Injection blow molded products.

New products & development:

By improving the product range, Mold-Tek has expanded its footprint into new segments like - restaurant packs, sweet packs, fertilizers, seeds etc. Some of these products will be our growth drivers over the next 2-3 years.

Launch of new pail container:

Introduced New Pails for DEF market (Diesel Exhaust Fluid) in the country and grabbed a major portion of orders from topmost lubricant industries, which has a sizable growth.

Launch of Confectionary Containers:

The company is launching a new range of products in IML containers for sweet packs, restaurant packs, and online food delivery. Mold-Tek expects a healthy adoption of this packaging in the next couple of years.

Cashew packaging:

Introduced New Q-pack containers in cashew packaging that gives a longer shelf life than tins.

QR Coded IML:

The company has successfully developed futuristic dynamic QR-coded IML packaging with complete traceability all across the supply chain. There is considerable interest in this concept across industries and few customers are at an advanced stage and adapting necessary software updates. Expecting growth in IML share from existing customers and entry into new industries through this feature. This brings the “Digital packaging” concept to India for the first time.

IBM plant with clean room manufacturing:

The major plant of Injection blow molded products is coming up at Sultanpur with 2600 MT P.A capacity, which will be operational at the beginning of next financial year. We

Leverage our grip in Injection Molding (Mold design, IML, productivity) and provide low-weight options to customers in Pharma, FMCG & Cosmetics. Major order for a nationalwide OTC pharma products has been received in 2 pack sizes that are expected to completely fill the IBM pilot plant capacity right from October/November 2022. However, pharma products expected to start from FY 23-24.

Capacity expansion:

As envisaged at the time of the QIP in Dec-21 MOLDTEK is planning huge capex of ?125 Cr. during FY2022-23 including new locations and in all segments. This is two and half times of last 5 years average annual capex.

Bulk packs: In view of consistent demand and based on our customer trends, 2600MT P.A of capacity will be added at Daman, Vizag, Hyderabad and Kanpur units. We are enhancing our capacity at Vizag & Mysore for meeting Asian paints, increasing demand.

IML Labels: Mold-Tek doubling IML label printing capacity to 4.5 Cr. labels per month by adding additional Rotogravure and Flexo machines.

Tool room: Mold-Tek planning to increase Tool room capacity from 4 molds per month to 8 molds per month in FY23.

Thin wall: We are glad to inform that the company has decided to set up a second plant at Daman during this financial year, with robotic IML facilities to produce Food & FMCG IML containers for the increasing demand in the western region. This plant will also add IBM products later. The company is adding a capacity of 4700 MT P.A at Sultanpur and Daman Units

COMPANY’S RESPONSE TO COVID-19:

The outbreak of the global pandemic of COVID-19 around the world has had a destabilizing impact on businesses during the F.Y. 2020-21 and also during the first half and particularly the first quarter of F.Y 2021-22 with the second wave of the Corona Virus and owing to the Omicron variant of the virus starting from December, 2021. As a responsible and resilient Company, we have worked to mitigate the effects of the crisis with agile responses.

The following measures were put in place to protect our employees’ health:

> The Company cancelled all travel - both Domestic and International.

> The Company limited the size of gatherings/meetings and avoided external visitors to the premises, besides asking employees to avoid in-person meetings and encouraging video conference.

> Security personnel at all our offices were provided infrared non-contact temperature sensors to screen all employees and visitors entering the premises.

> High contact areas like elevator buttons, door handles, handrails, bathroom taps etc. were sanitized at regular intervals.

> Employees were offered assistance with hospitalization treatment and medical insurance in case of any COVID-19 related emergency.

The COVID-19 has impacted lives and livelihood all around us. As a good Corporate Citizen, the Company pledged its support towards India’s fight against COVID-19 by lending a hand to the Government’s efforts to endure the social and economic impacts of the Coronavirus pandemic as well as protecting vulnerable populations by enabling access to food and essential supplies.

ENVIRONMENT. HEALTH AND SAFETY:

The Environmental, Health and Safety policy of the Company has “No Accident” as one of its main objectives which acts as a key differentiator in driving workplace safety initiatives. There are no reportable accidents or injuries during the year ended March 31, 2022.

The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment to be part of the Company’s DNA.

The manufacturing units are certified for conformance to ISO 9001:2015 standards. The Company manages occupational health and safety by systematically assessing the hazards and mitigating risks through awareness programs and safety training for employees. The Company also addresses health and hygiene needs at workplace by engaging with occupational health experts and providing advice to proactively manage health and wellness of employees.

A process was put in place to manage risks related to COVID-19 by having standard operating procedures (SOP) based on best practices, including day-to-day health monitoring of all employees and sanitizing the workplace with the highest safety standards. Most of the employees were vaccinated to safeguard their health and welfare.

Effective mechanism and guidelines were implemented for an efficient hybrid working model, that enabled work from home (WFH) when possible and physical presence in the office, labs or factory as and when required.

TRANSFER TO RESERVES:

During the year under review, no amount was transferred to any of the reserves by the Company.

DIVIDEND:

(a) Declaration and payment of dividend:

The Board on 9^th May, 2022, has recommended a final dividend of 40% (?2 per equity share) in addition to the interim dividend of 120% (?6 per equity share) on face value of ?5 per equity share, declared on 21^st April, 2022, which will be paid subject to the approval of the members of the Company in the ensuing Annual General Meeting scheduled to be held on Friday, the 30^th day of September, 2022. Total dividend declared for the financial year 2021-22 is 160% (i.e. ?8 per equity share) on face value of ?5 per equity share. This will entail an outflow of ?2601.01 lakhs.

The dividend payout for the year under review has been formulated keeping in view your Company’s need for capital and rewarding shareholders.

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

(b) Dividend Distribution Policy:

Pursuant to Regulation 43A of Listing Regulations, the Board adopted a Dividend Distribution Policy, which had been placed on the website of the Company and can be accessed at the link: https://www.moldtekpackaging. com/investors.html

SHARE CAPITAL:(i) Authorized Share Capital:

The Authorized Share Capital of the Company as on 31^st March, 2022 stands at ^20,00,00,000 (Rupees Twenty crore only) comprising of 4,00,00,000 (Four Crore only) equity shares of ?5 (Rupees Five only) each.

(ii) Paid up Share Capital:

The paid-up equity share capital of the Company as on 31^st day of March, 2022 was ? 15,62,65,605 comprising of 3,12,53,121 no. of fully paid Equity shares of face value of ?5 each.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. The Consolidated Financial Statements for the Financial Year ended March 31, 2022, forms part of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013.

LISTING OF EQUITY SHARES:

The Company’s equity shares are listed on the following Stock Exchanges:

(i) BSE Limited (BSE),	(ii) National Stock Exchange of
Phiroze JeeJeebhoy	India Limited (NSE),
Towers,	Exchange Plaza, Floor 5, Plot
Dalal Street,	No. C/1, G Block, Bandra -
Mumbai - 400 001,	Kurla Complex, Bandra (East),
Maharashtra, India.	Mumbai-400 051, Maharashtra, India.

The Company has paid the annual listing fees to the said stock exchanges for the financial year 2022-23.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

In terms of Section 134(5)(e) of the Act, the term Internal Financial Control means the policies and procedures adopted by a company for ensuring orderly and efficient conduct of its business, including adherence to company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Company has adequate Internal Financial Control system in the form of policies and procedures. It follows a structured mechanism of function-specific reviews and risk reporting by senior management of the Company and critical matters are brought to the attention of the Audit Committee and the Board. Further, internal Standard Operating Procedures (SOPs) and Schedule of Authority (SOA) are well defined and documented to provide clear guidance to ensure that all financial transactions are authorized, recorded and reported correctly.

In order to record day-to-day financial transactions and ensure accuracy in reporting thereof, the Company uses an established robust ERP system. Adequate controls and checks are built in the ERP system to integrate the underlying books of account and prevent any kind of control failure. Mapping of policies and procedures including SOPs and SOA is done through ERP and audit of these processes forms part of the work scope of both internal and statutory auditors of the

The Company has a strong and independent in-house Internal Audit (“IA”) department that functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity. Remediation of deficiencies by the IA department has resulted in a robust framework for internal controls and details of which are provided in the Management Discussion and Analysis Report.

Statutory Auditors in its report expressed an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial.

RECONCILIATION OF SHARE CAPITAL AUDIT:

As required by the SEBI Listing Regulations, quarterly audit of the Company’s share capital is being carried out by an independent Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the issued and listed capital.

The Practicing Company Secretary’s Certificate in regard to the same is submitted to BSE and the NSE and is also placed before the Board of Directors.

CODE ON INSIDER TRADING:

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company had adopted the Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices (which includes Policy on Determination of Legitimate Purpose). All the Directors, employees and third parties such as auditors, consultants, etc. who could have access to the unpublished price sensitive information of the Company are governed by the said Code. The trading window is closed during the time of declaration of results and on occurrence of any material events as per the code. Mr. Thakur Vishal Singh, Company Secretary of the Company, was the Compliance Officer up to 4^th July, 2022 i.e. till the date of his resignation as Company Secretary of the Company and Mr. Subhojeet Bhattacharjee, the present Company Secretary of the Company, is acting as the Compliance Officer w.e.f the 27^th day of July, 2022, i.e. the effective day of his appointment as the Company Secretary of the Company and is responsible for setting forth procedures and implementation of the Code for trading in Company’s securities. Code of Corporate Disclosure Practices is hosted on the website of the Company and can be accessed at https:// www.moldtekpackaging.com/investors.html

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

In compliance with the provisions of Section 178 of the Act, Nomination and Remuneration Policy (“NR Policy”) of the Company, inter alia, specifies that the Board will conduct performance evaluation of the Board as a whole and its Committees and the individual Directors.

Performance evaluation of Directors shall be done by the entire Board (excluding the director being evaluated). The Nomination and Remuneration Committee shall continue to be responsible for implementation of the methodology followed by the Company in this regard.

The NRC Policy of the Company is placed on the Company’s website at https://www.moldtekpackaging.com/investors. html

Performance of the Board is evaluated after seeking inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, its contribution in effective management of the Company, etc. Based on the assessment, observations on the performance of Board are discussed and key action areas for the Board, Committees and Directors are noted. During the period under review, the annual performance evaluation of the Board, its Committees and individual Directors for the financial year ended 31^st March, 2022 was conducted by the Board, at its meeting held on 9^th May, 2022. Information and other details on annual performance assessment is given in the Corporate Governance report.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY:

As on 31^st March, 2022 the Company does not have a material unlisted subsidiary, which requires Secretarial Audit to be conducted pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, for the Financial Year 2021-22.

AUDIT COMMITTEE RECOMMENDATIONS:

The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee comprises Mr. Eswara Rao Immaneni as Chairman, Dr. Talupunuri Venkateswara Rao, and Dr. Venkata Appa Rao Kotagiri as members. The Committee met six (6) times during the year under review, the details of which are given in the Corporate Governance Report. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS’ DATABANK:

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

DIRECTORS AND OFFICERS (D & O) LIABILITY INSURANCE:

With effect from January 1, 2022, the top 1000 listed entities by market capitalization, calculated as on March 31 of the preceding financial year, shall undertake Directors and Officers insurance (‘D and O insurance’) for all their independent directors of such quantum and for such risks as may be determined by its board of directors.

The Company at its Board Meeting held on 27^th January, 2022 discussed and reviewed the applicability of the regulation and accordingly decided the quantum and risk to be covered. Further, the company after having discussion with various insurance companies has obtained the Directors and Officers insurance from ICICI Lombard General Insurance Company Limited w.e.f. the 29^th day of June, 2022.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company believes that the quality of its employees is the key to its success and is committed to providing necessary human resource development and training opportunities to equip employees with additional skills to enable them to adapt to contemporary technological advancements.

During the year under review, industrial relations remained harmonious at all our offices and establishments.

STATEMENT OF DEVIATION:

Quarterly statement of deviation(s) including report of monitoring agency, if applicable, has been submitted to stock exchange(s) in terms of Regulation 32(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

QUALIFIED INSTITUTIONAL PLACEMENT (QIP):

During the year the Company has raised funds through Qualified Institutional Placement (QIP) to the tune of ? 103.6 Crores, (? 101.10 Crores net of issue expenses) in terms of chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The issue was open from 14^th December, 2021 to 17^th December, 2021. Subsequent to the approval accorded by the Board of Directors of the Company, at its meeting held on November 3, 2021 and the approval of the shareholders of the Company by way of a special resolution passed on December 6, 2021 for the QIP, the QIP Committee in its meeting held on 17^th December, 2021, approved and allocated 14 lakh equity shares to the eligible qualified institutional buyers at a issue price of ? 740 per equity share (including a premium of ? 735 per equity share on face value of ? 5) and at a premium of ? 17.60 (2.44%) per equity share on the floor price of ? 722.40 as per SEBI guidelines.

Mold-Tek Packaging Ltd has received overwhelming response for its QIP issue. The funds who have invested in this QIP include marquee investors like Goldman Sachs India Equity, White Oak India Equity Fund, Aditya Birla Sun Life Trustee Private Limited Plc, ICICI Prudential Small Cap Fund and others.

CREDIT RATING:

ICRA Limited vide its letter ref no. ICRA/MOLD-TEK Packaging Limited/30052022/1 dated May 30, 2022 has informed the company that based on a review of the latest developments, the Rating Committee of ICRA, after due consideration, has revised the long-term rating to [ICRA] A (pronounced ICRA A plus) from [ICRA] A (pronounced ICRA A).

The Rating Committee of ICRA, after due consideration, has retained the short-term rating at [ICRA] A1 (pronounced ICRA A one). The outlook on the long-term rating is Stable. Post such revision the rating details are as below:

Instrument	Rating
Long-term, Term loan	[ICRA] A (Stable)
Long-term loans fund based	[ICRA] A (Stable)
Short-term non- fund based	[ICRA]A1

CHANGE TN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of Business of the Company during the year under consideration.

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

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant material orders passed by Regulators /Courts which would impact the going concern status of the Company and its future operations.

EMPLOYEE STOCK OPTION SCHEME:

The Company in terms of the Mold-Tek Packaging Limited, Employees Stock Option Scheme-2016 which was approved by the members of the company in the 19^th Annual General Meeting of the company held on 19^th September, 2016, in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014, had made the 1^st tranche of

granting of 1,50,000 options, asapproved by the Nomination and Remuneration Committee/Board in its meeting held on 20^th July, 2018 and a 2^nd tranche of granting of 1,50,000 options under this scheme, as approved by the Nomination and Remuneration Committee/Board in its meeting held on 23^rd December, 2020, respectively.

During the year under review the Board at its meeting held on 28^th July, 2021, and vide a circular resolution passed on the 12^th January, 2022, has vested 67,140 options (out of 1^st tranche of granting of 1,50,000 options) and 37,568 options (out of 2^nd tranche of granting of 1,50,000 options) respectively, thus the total number of options vested during year is 1,04,708 options. The necessary disclosure of the Outcome of the Board Meeting dated 28^th July, 2021 and Circular Resolution Passed by the Board of Directors dated 12^th January, 2022 was given to the stock exchange(s).

There has been no changes in the Scheme.

The certificate from the Secretarial Auditor on the implementation of the 2016 Plan in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (including any statutory modification(s) and/or reenactments) thereof for the time being in force) (“SEBI SBEB Regulations”), has been uploaded on the website of the Company at https://moldtekpackaging.com/investors. html. The 2016 Plan is being implemented in accordance with the provisions of the Act and SEBI SBEB Regulations. The details of the stock options granted under the 2016 Plan and the disclosures in compliance with SEBI SBEB Regulations and Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are set out in ‘Annexure-A’ and are available on the website of the Company at https://moldtekpackaging. com/investors.html

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-B’.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS:

The details of Loans, Guarantees, Securities and Investments made during the financial year ended 31^st March, 2022, are given in the notes to the Financial Statements in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

DEPOSITS:

The Company has not accepted any deposits in terms of Section 73 or 76 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

RECLASSIFICATION OF PROMOTER/ PROMOTER GROUP:

During the financial year 2021-22, Mr. K. V. Ramarao, Mr. Prasanna Kumar Golkonda and Mrs. Seshu Priya Golakonda, Promoter(s)/ Member(s) of the Promoter Group of the Company, based on their Letter of Requests dated 27^th July,

2021, seeking re-classification in terms of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and approval by the Board of Directors in their meeting held on 28^th July, 2021 and by the members of the Company in the 24^th Annual General Meeting of the Company held on 30^th September, 2021, and subsequent application and approval from the stock exchange(s) have been re-classified from the “Promoter/ Promoter Group” category to “Public” category in the shareholding of the Company.

Also, the Company has received a letter dated 26^th July,

2022, from Mrs. Swetha Mythri J, a Member of the Promoter Group to reclassify her from existing “Promoter/Promoter Group category” to “Public category” of the Company, pursuant to the above mentioned regulation, after analyzing the said request of reclassification and having discussed in detail, the board of directors of the company at their meeting held on 27^th July, 2022, has favorably considered her request for reclassification and have accorded their approval to the said re-classification subject to approval of the Members of the company and relevant regulatory authority. The same resolution has been recommended by the Board for approval of the members in the ensuing 25^th Annual General Meeting of the Company.

All the disclosure regarding the same is available in the website of the Company at https://moldtekpackaging.com/ investors.html.

INTERNAL CONTROLS SYSTEMS AND ITS 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 Annual Report.

INDEPENDENT DIRECTORS’ DECLARATION:

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of the Listing Regulations, the Independent Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

DIRECTORS AND KEY MANAGERIALPERSONNEL:

Appointments/Re-appointment & Cessation of Directors:

During the financial year under review and consideration, the Board of Directors of the Company, on the basis of the notice received from a member of Mold-Tek Packaging Limited under Section 160 of the Companies Act, 2013, signifying her intention to propose the candidature of Mrs. J. Mytraeyi for the office of Director of the Company and based on the performance evaluation and the recommendation of the nomination and remuneration committee, in its meeting held on the 3^rd November, 2021,approved and recommended the appointment of Mrs. J Mytreyi (DIN: 01770112) as Director, under Non-Executive, Non-Independent Director Category of the Company, subject to the approval of the members. The Board being of the opinion that her vast knowledge and varied experience and respect she carries will be of great value to the Company recommended the said appointment to the members. Accordingly, the members of the Company, in the Extra-ordinary general meeting held on 6^th December, 2021, inter alia, considered and approved the appointment of Mrs. J Mytreyi (DIN: 01770112) as Director, under NonExecutive, Non-Independent Director Category liable to retire by rotation.

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

In accordance with the provisions of Section 152 of the Act, Mr. P. Venkateswara Rao, Deputy Managing Director of the Company (DIN: 01254851) is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Further, Mr. Srinivas Madireddy (DIN: 01311417) was appointed as Whole-time Director of the Company for a period of 5 years with effect from 14^th May, 2018 to 13^th May, 2023 at the 21^st Annual General Meeting held on 29^th September, 2018.

His present term as the Whole-time Director thus expires on 13^th May, 2023. The Board of Directors and Nomination and Remuneration Committee at its meeting held on 2^nd September, 2022, subject to the approval of Members at the general meeting, re- appointed Mr. Srinivas Madireddy for a further period of five (5) years w.e.f. 14^th May, 2023 to hold office till 13^th May, 2028. The Board has recommended the said resolution for approval of the members in the ensuing 25^th Annual General Meeting.

In terms of Regulation 17(1C) the Listing Regulations, 2015, listed entities shall ensure that approval of shareholders for appointment of a person on the Board of Directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier, also as per Regulation 25(6) of the said Regulations any vacancy in the office of the Independent Director shall be filled by the listed entity at the earliest but not later than three months from the date of such vacancy. The current term of five consecutive years of Dr. Venkata Appa Rao Kotagiri and Mr. Eswara Rao Immaneni will expire on the 13^th May, 2023, and thus accordingly, to comply with the above mentioned provisions and based on the recommendation of Nomination and Remuneration Committee of the Board and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and the listing Regulations, Dr. Venkata Appa Rao Kotagiri and Mr. Eswara Rao Immaneni, being eligible for re-appointment as Independent Directors and offering themselves for re-appointment, are proposed to be re-appointed as Independent Directors for a second term of five consecutive years w.e.f. 14^th May, 2023 and to hold office upto 13^th May, 2028, subject to the approval of the members in the ensuing 25^th AGM.

Key Managerial Personnel:

Mr. Thakur Vishal Singh, the Company Secretary and Compliance Officer of the Company resigned from his services w.e.f. the close of business hours on 4^th day of July, 2022. The Board in its meeting held on the 27^th day of July, 2022, took note of his resignation and placed on record its sincere appreciation for the services rendered by him over the tenure of his employment and based on the recommendation of the Nomination and Remuneration Committee and Letter of Consent received, appointed Mr. Subhojeet Bhattacharjee, an Associate member of the Institute of Company Secretaries of India, to act as the Company Secretary and Compliance Officer of the Company w.e.f. the 27^th day of July, 2022.

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	Name of Key Managerial Personnel	Designation
1.	Mr. J. Lakshmana Rao	Chairman and Managing Director
2.	Mr. A. Subramanyam	Deputy Managing Director
3.	Mr. P. Venkateswara Rao	Deputy Managing Director
4.	Mr. Srinivas Madireddy	Whole-time Director
5.	Mrs. A. Seshu Kumari	Chief Financial Officer
6.	Mr. Thakur Vishal Singh (Resigned w. e.f. 4th July, 2022)	Company Secretary and Compliance Officer
7.	Mr. Subhojeet Bhattacharjee (Appointedw.e.f. 27th July, 2022)	Company Secretary and Compliance Officer

BOARD AND COMMITTEE MEETINGS:

The Board of the Company is comprised of eminent persons of proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

As required under the Act, and the Listing Regulations, the Company has constituted the following statutory committees:

1) Audit Committee;

2) Nomination and Remuneration Committee;

3) Stakeholders Relationship Committee;

4) Risk Management Committee;

5) Corporate Social Responsibility Committee.

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in quarterly meetings. The Board / Committee meetings are pre-scheduled, and a tentative annual calendar of the Board and Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Board’s or Committee’s approval is taken by passing resolutions through circulation or by calling the Board Committee meetings at short notice, as permitted by law. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, and the terms of reference of various committees are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Section 173 of the Act and Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CODE OF CONDUCT:

Board of Directors have adopted and oversee the administration of the Company’s Code of Business Conduct and Ethics (the ‘Code of Conduct’), which applies to all Directors, Officers and Employees of Mold-Tek Packaging Limited. The Code of Conduct reflects the Company’s commitment to doing business with integrity and in full compliance with the law and provides a general roadmap for all the Directors, Officers and Employees to follow as they perform their day-to-day responsibilities with the highest ethical standards. The Code of Conduct also ensures that all members of the Company perform their duties in compliance with applicable laws and in a manner that is respectful of each other and the Company’s relationships with its customers, suppliers and shareholders, as well as the communities and regulatory bodies where the Company does business.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company considers social responsibility as an integral part of its business activities. The Corporate Social Responsibility Committee comprises of 3 Executive Directors and one Independent Director, chaired by Mr. J. Lakshmana Rao. The composition of the Corporate Social Responsibility Committee meets the requirements of Section 135 of the Act. In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy. The contents of CSR Policy and report on CSR activities carried out during the financial year ended 31^st March, 2022, in the format prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended is annexed herewith as ‘Annexure-C’ to this report.

STATEMENT ON COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2).

NOMINATION. REMUNERATION AND PERFORMANCE EVALUATION POLICY:

The requisite details as required under Section 134(3),Section 178(3) and (4) of the Act and Regulation 34(2) of Securities and Exchange Board of India(Listing Obligations and

Disclosure Requirements) Regulations, 2015 is provided in the Report on Corporate Governance.

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 2021-22.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, 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 for the Financial Year ended March 31, 2022, 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.

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 made 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 there in and 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 2021-22, the Company has not received any complaint which falls within the scope of this policy. The policy is available on website of the Company at: https:// www.moldtekpackaging.com/investors.html

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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’ to this report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to the provisions of Regulation 24A of the SEBI (LODR) Regulations, 2015 the Board of Directors of the Company had appointed Mr. Ashish Kumar Gaggar, Practicing Company Secretary to undertake the Audit of Annual Secretarial Compliance of the Company for the year ended 31^st March, 2022. The Annual Secretarial Compliance Report is annexed as ‘Annexure-E ‘. The Annual Secretarial Compliance Report for the financial year ended 31^st March, 2022 do not contain any qualification, reservation, adverse remark or disclaimer except the observations provided thereunder.

ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The requisite details as required by Section 177 of the Act and Regulation 22 & 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Report on Corporate Governance.

AUDITORS:

a. Statutory Auditors

M/s. Anandam & Co., Chartered Accountants (Firm Registration Number 000125S), were appointed as Statutory Auditors of your Company at the 20^th Annual General Meeting (AGM) held on 22^nd September, 2017, to hold office for their first term of five consecutive years subject to ratification by Members at every Annual General Meeting, from the conclusion of the 20^th AGM

till the conclusion of the 25^th AGM of the Company, in accordance with the provisions of the Act. However, in accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. M/s. Anandam & Co, Chartered Accountants have confirmed that they are not disqualified from continuing as Auditors of the Company. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

The Board in its meeting held on the 27^th day of July, 2022, based on the recommendations of the Audit Committee given in their meeting held on the same date before the board meeting, approved and recommended the appointment of M/s. Anandam & Co., Chartered Accountants (Firm Registration Number 000125S), as statutory auditors of the company, for the second term of five (5) consecutive years, to hold office from the conclusion of the 25^th Annual General Meeting till the Conclusion of the 30^th Annual General Meeting to be held in the F.Y. 2027-28 subject to the approval of the members at the ensuing 25^th Annual General Meeting.

The Statutory Auditors of the Company have issued an unmodified opinion on the financial statements, both standalone and consolidated for the financial year ended 31^st March, 2022. The said Auditors’ Report(s) for the financial year ended 31st March, 2022 on the financial statements of the Company forms part of this Annual Report.

b. Secretarial Auditor

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 Mr. Ashish Kumar Gaggar, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year ended on 31^st March, 2022. The Secretarial Audit Report as issued by the Secretarial Auditor for the F.Y. 2021-22, is annexed as ‘Annexure-F’. The Secretarial Audit Report for the financial year ended on 31^st March, 2022 does not contain any qualification, reservation, adverse remark or disclaimer except the observations provided thereunder.

c. Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. Praturi & Sriram, Chartered Accountants as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis to the Audit Committee and Board of Directors.

TRANSACTIONS WITH RELATED PARTIES:

All Related Party Transactions are placed before the Audit Committee and also the Board for approval, wherever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis. The Company had earlier developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. In terms of Reg. 23(1) of SEBI (LODR), Regulations, 2015, the Board is required to review the Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and update the same at least in every three (3) years. Accordingly, the said Policy was placed before the Board for its review and necessary updation in its meeting held on 27^th January, 2022. The Board had a detailed discussion on the matter and there-after reviewed and updated the Policy and recorded its comments there-in. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at https:// www.moldtekpackaging.com/investors.html The particulars of contracts or arrangements with related parties, if any, referred to in sub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the same is annexed herewith as ‘Annexure- G’ to this Report.

The other requisite details as required by Sections 134 & 188 of the Companies Act, 2013 and Regulation 23, 34(3) and other Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Report on Corporate Governance and Financial Statements.

SUBSIDIARY:

The company had only one Wholly Owned Subsidiary (WOS) Company, viz, Mold-Tek Packaging FZE, RAK, UAE, which was started in August, 2016, to cater to the requirements of lube, paint, and food industries from the Middle East countries but as the company did not bag the anticipated orders, the management of the Company had reduced the capacity and withdrew equipment from RAK and reinstalled the same in India and the operations were closed.

Due to unavoidable situations and the COVID-19 pandemic outbreak all over the World, the formalities for complete closure and transfer were delayed.

As per the rules & regulations of the RAK, the wholly owned subsidiary of the company- Mold-Tek Packaging FZE, RAK, UAE (Transferor) has been completely transferred to Mrs. Satya Sunitha Deepthimahanti (Transferee) along with all liabilities/debts and other rights of the employees & workers.

Thereafter, other statutory formalities of RAK Government were completed and the necessary approvals were received, hence Mold-Tek Packaging FZE, RAK, UAE, the wholly owned subsidiary of the Company has been completely transferred and appropriate disclosures were given to the stock exchange(s).

The Company has given Consolidated Financial Information up to the date of disinvestment and accordingly Consolidated Financial Statements were prepared up to Financial Year 2021-22.

The consolidated financial statements of the group prepared in accordance with applicable Accounting Standards as specified in the Companies (Accounts) Rules, 2014, form part of the annual report. A statement containing the salient features of the financial statements of subsidiary in Form AOC-1 in terms of Section 129(3) of the Companies Act, 2013 is not included as an annexure to the Directors’ Report since the wholly owned subsidiary of the Company has been completely transferred as mentioned in the above paras.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of the Annual Return as on 31^st March, 2022, is available on the Company’s website and that can be accessed at https://www. moldtekpackaging.com/investors.html

By virtue of amendment to Section 92(3) of the Companies Act, 2013 and rule 12 of the Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT, REPORT ON CORPORATE GOVERNANCE AND THE BUSINESS RESPONSIBILITY REPORT:

The Management Discussion and Analysis Report, the Report on Corporate Governance along with the Business Responsibility Report, as required under Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 principles of corporate governance as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

A Company Secretary in Practice has certified that conditions of Corporate Governance as stipulated under Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been complied with by your Company and his certificate is annexed to the Report on Corporate Governance.

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

CEO/CFO CERTIFICATION:

Mr. J. Lakshmana Rao, Chairman & Managing Director and Mrs. A. Seshu Kumari, Financial Controller & Chief Financial Officer of the Company have given a certificate to the Board as contemplated in Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RISK MANAGEMENT:

In terms of the requirement of Section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has developed and implemented the Risk Management Policy. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report. At present the Company has not identified any element of risk which may threaten the existence of the company. 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.

BOARD’S OPINION OF INDEPENDENT DIRECTOR(S) APPOINTED DURING THE YEAR:

As per Rule 8 (5) of Companies (Accounts) Rules, 2014, it is in the opinion of the Board that integrity, expertise and

experience of the independent directors appointed during the year, if any, has been fulfilled.

MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OF THE COMPANIES ACT, 2013:

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

CAUTIONARY STATEMENT:

Statements in the Directors’ Report and the Management Discussion & Analysis Report describing the Company’s objectives, expectations or forecasts may be forwardlooking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation and gratitude for all the assistance and support received from Citibank, HSBC, 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

Sd/-

J. LAKSHMANA RAO

Chairman & Managing Director DIN: 00649702

Place: Hyderabad

Date : 2^nd September, 2022

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their report on the business and operations of the Company for the year ended 31st March, 2018.

FINANCIAL RESULTS Rs. Lakhs

	STANDALONE		CONSOLIDATED
	2017-18	2016-17	2017-18	2016-17
Revenue from operations	33,946	30,080	34,684	30,137
Other income	105	156	96	84
Total income	34,051	30,236	34,780	30,221
Profit before Finance cost, depreciation & tax	6,452	5,343	6,250	5,123
Finance cost	411	231	463	244
Depreciation	1,184	992	1,315	1,031
Profit before Tax	4,857	4,120	4,472	3,848
Provision for current tax	1,393	1,362	1,393	1,362
Provision for deferred tax	295	69	295	69
Net profit (After Tax)	3169	2,689	2,784	2,417
Other comprehensive income (net of tax )	(7)	(12)	(7)	(12)
Profit brought forward from previous years	4,333	3,100	4,061	3,100
Amount available for appropriation	7,495	5,777	6,838	5,505
Less: Appropriation
Transferred to general reserve	405	361	405	361
Dividend on equity	443	900	443	900
shares (excluding tax)
Tax on dividends	90	183	90	183
Other adjustments	34	0	34	0
Closing Balance of retained earnings	6,523	4,333	5,866	4,061

PERFORMANCE REVIEW

Your Company has shown a healthy performance at consolidated level in terms of revenue, EBIDTA & PAT. Your Company has achieved a total revenue of Rs.34,684 lakhs from Rs.30,137 lakhs in the previous year with a growth rate of 15.08%. The operating profit (EBIDTA) increased by 22%, from Rs.51,23 lakhs to Rs.62,50 lakhs, overall resulting into sharp increase in net profits by 15% amounting to Rs.27,84 lakhs as against the profit of Rs.24,17 lakhs for financial year 2016-17. The EPS on weighted average equity has increased from Rs.8.73 in the financial year 2016-17 to Rs.10.05 in the financial year 2017-18, leading to an increase of 15%.

FUTURE OUTLOOK

Your Company is setting up two new manufacturing plants for Asian Paints at Mysore and Vizag. The construction activities are on track and production will start at Mysore by October/November, 2018 and Vizag by January, 2019. The first order has been received from Asian Paints limited; Mysore and the same will be executed by end of the September, 2018 from our existing plants till production start at our Mysore plant.

Your Company introduced a range of new oval tubs for ice creams, chocolates, biscuits and other food products, by adding 12 molds and required machines and robots. The Company received excellent response from industry leaders like Vadilal, Lazza, Heritage, Scoops and many other brands

Your Company’s Q-Packs of 5,15 and 17 liters packs are getting better acceptance and sales are gradually pickup from Edible Oil and Ghee segments. From October 2018 Company is launching a new set of retail packs for Ghee and spices and other food products in the range of 50ml to 1000 ml packs. New enquiries from major MNCs in Food and FMCG are also under development which may add to sales from the 4th quarter of coming Financial Year.

The above developments will keep up the growth prospects for the Company in the coming quarters and inthe next Financial year.

The company has also started developing IML decoration on curved surfaces. This may lead us nto packaging for cosmetics which is a good value adding line of business

CREDIT RATING

Your Company has received credit rating from two agencies D&B Rating and ICRA.

D&B Rating

The credit rating is 5A1 and condition is stated as Good.

D&B Indicative Risk Rating of 5A1 implies that the Company has a tangible net worth of Rs.89,859 lakhs and above as per the latest available financial statements. Composite Appraisal 2 indicates that the overall status of the Company is strong.

ICRA

The outlook on the long-term rating from ICRA has also been upgraded from stable to positive. The rating details are as follows:

Instrument	Rating
Term loan	[ICRA] A- (Stable)
Long-term loans fund based	[ICRA] A-
Short-term non- fund based	[ICRA]A2
Long-term/short- term	[ICRA]A-
proposed

CHANGE IN THE NATURE OF BUSINESS, IF ANY

No change in the nature of Business

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.

SUBSIDIARY

During the year 2017-18 your Company’s wholly owned subsidiary company by name Mold-Tek Packaging FZE, in UAE, has started its operations. The consolidated financial statements of the Company prepared in accordance with applicable Accounting Standards as specified in the Companies (Accounts) Rules, 2014, form part of the annual report. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the Act), a statement containing salient features of financial statements of subsidiary in Form AOC 1 forms part of Board’s Report.

Further, the Highlights of the performance of subsidiary is as follows:

Particulars	Mold-Tek Packaging FZE (‘)
Total Income Total COGS	8,61,91,357 10,15,15,886
EBDITA	(1,88,24,528)
Total Expenses	12,33,05,256
Net ordinary Income	(3,71,13,898)
Current Tax	-
Deferred Tax Liability Profit after Tax	(3,71,13,898)

Separate audited financial statements in respect of the subsidiary company shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of the subsidiary company is also available on the website of your Company at: http:// www.moldtekgroup.com

FIRST - TIME ADOPTION OF IND AS

The financials for the year ended 31^st March, 2018 are the financial statements prepared by the Company in accordance with IND AS. For the periods up to and inclusive of year ended March 31, 2017, the Company prepared its financial statement in accordance with accounting standards specified in section 133 of the Companies Act, 2013 read together with rule 7 of Companies (Accounting Standards) Rules 2014 (Previous GAAP). Reconciliation and description of the effect of transition from previous GAAP to IND AS on equity, profit and cash flow are provided in note 41. The Balance Sheet as on the date of transition has been prepared in accordance with IND AS 101 first adoption of Indian Accounting standards and accordingly, figures of previous years have regrouped to confirm to the current year’s presentation.

DIVIDEND

Your Directors have recommended a final dividend of Rs.2.00 per equity share i.e. @40% of face value of Rs.5 each, in addition to interim dividend of Rs.2.00 (40%) hitherto declared, making a total of Rs.4.00 (80%) per equity share (previous year: Rs.3.60 per equity share @72% of face value of Rs.5 each) for the financial year ended 31^st March, 2018. The final dividend, if approved, will be paid to those Members whose names appear in Register of Members as on 22^nd September, 2018. 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.533 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.

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on 31^st March, 2018 stands at Rs.14,50,00,000 (Rupees Fourteen crore fifty lakhs only) divided into 2,90,00,000 (Two crore ninety lakhs) equity shares of Rs.5 (Rupees Five only) each. During the year, there has been no change in the authorized share capital of the Company.

PAID UP SHARE CAPITAL

There has been no change in share capital during the financial year. The paid up share capital of the Company was Rs.13,84,55,260 divided into 2,76,91,052 shares of Rs.5 each as on 31^st March, 2018.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Act 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 Act 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 Board’s Report.

DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL

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 Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management.

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

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

Mr. P. Shyam Sunder Rao, Independent Director has been resigned from the Company with effect from 5^th February, 2018. The Board has placed its sincere appreciation for the services rendered by him during his tenure.

In the Board Meeting held on 14^th May 2018, Sri. Venkata Appa Rao Kotagiri and Sri. Eswara Rao Immaneni were appointed as an Additional Director (Independent) of the company. Further, they are proposed to be appointed as Director (Independent) of the company under Section 161 of the Companies Act, 2013 at the ensuring 21^st Annual General Meeting.

In the Board Meeting held on 14^th May 2018, Mr. Srinivas Madireddy was appointed as an Additional Director (Whole time Director) of the company. Further, he is proposed to be appointed as Director (Whole Time Director) of the company under Section 161 of the Companies Act, 2013 at the ensuring 21^st Annual General Meeting.

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 and Securities Exchange Board of India (Share Based employee benefits) Regulations, 2014.

The Company received approval of Members and stock exchanges for Employees Stock Option Scheme, 2016 in September and December respectively. No options have been granted under this scheme in the financial year.

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 Annexure-A is also available on website of the Company at www.moldtekgroup.com

GOVERNANCE GUIDELINES

The Company has adopted Governance Guidelines or code of conduct on Board, Independent Director, Key Managerial Personnel and senior managerial personnel. The Governance Guidelines or code of conduct cover aspects relating to Board diversity, definition of independence and duties of independent directors, 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),Section 178(3) & (4) of the Act and Regulation 34(2) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Report on Corporate Governance.

TRANSACTIONS WITH RELATED PARTIES

The requisite details as required by Sections 134 & 188 of the Act and Regulation 23, 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Report on Corporate Governance and 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 Section 173(1) of the Act and Regulation 17(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 2017-18.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, 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;

iv. 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;

v. 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 3 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 Act. 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 annexed as 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 andhas 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 2017-18, the Company has not received any complaint which falls within the scope of this policy. The policy is available on website of the Company at: http:// moldtekpackaging.com/pdf/corporate- governance/MPL-Policy-of-SH.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The requisite details as required by Section 177 of the Act and Regulation 22 & 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Report on Corporate Governance.

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

a. Statutory Auditors

M/s. Anandam & Co., Chartered Accountants (Firm Registration Number 000125S) were appointed as the Statutory Auditors by the Members of the Company at the 20^th Annual General Meeting (AGM) to hold office from the conclusion of the 20^th AGM until the conclusion of the 25^th AGM of the Company (subject to ratification by the Members at every subsequent AGM), in accordance with the provisions of the Act.

The first year of audit was of the financial statements for the year ending 31^st March, 2018, which included the Audit of the quarterly financial statements for the year. Accordingly, the appointment of M/s. Anandam & Co., Chartered Accountants is being placed before the shareholders for ratification.

b. 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 Mr. Ashish Kumar Gaggar, Practicing Company Secretary in to undertake the Secretarial Audit of the Company for the year ended 31st March, 2018. The Secretarial Audit Report is annexed as Annexure-C. The Auditors’ Report and the Secretarial Audit Report for the financial year ended 31st March, 2018 do not contain any qualification, reservation, adverse remark or disclaimer.

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

The information on conservation of energy, technology absorption and foreign 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-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 annexed as 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 annexed 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 Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 principles of corporate governance as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

A Company Secretary in Practice has certified that conditions of Corporate Governance as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 & Managing Director forms part of the Corporate Governance Report.

CEO/CFO CERTIFICATION

J. Lakshmana Rao, Chairman & Managing Director and A. Seshu Kumari, Financial Controller & Chief Financial Officer of the Company have given a certificate to the Board as contemplated in Regulation17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

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.

FRAUD REPORTING

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

MAINTENANCE OF COST RECORDS

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

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 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

Place: Hyderabad Chairman & Managing Director

Date : 1^st September, 2018 DIN:00649702

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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

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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

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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

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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