Dear Members,
The Board is delighted to present the 27th Annual Report on the business and operations of Mold-Tek Packaging Limited
("the Company") along with the summary of the financial statements for the year ended 31st March, 2024.
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 standalone financial performance of the Company for the year ended 31st March, 2024, is as summarized below:
FINANCIAL PERFORMANCE REVIEW FOR F.Y. 2023-24:
Sales volume for the year was 35,661 MT as against 34,014 MT in F.Y 2022-23, a up by 4.84%;
Revenue from operations stood at 69,865 lakhs as against 72,992 lakhs in F.Y 2022-23, a decrease by
4.28%;
The operating profit (EBIDTA) recorded 13,448 lakhs as against 13,682 lakhs in F.Y 2022-23, a decrease by
1.71%;
Net profit after tax stood at 6,659 lakhs as against 8,043 lakhs in F.Y 2022-23, a reduction of 17.21%.
ENVIRONMENT, HEALTH AND SAFETY:
Mold-Tek Packaging Limited (MTPL) is dedicated to being an environmentally responsible company. Environment, Health, and Safety (EHS) are integral to our business success and are incorporated into our annual operating plan.
We maintain a robust EHS policy, and our offices and facilities are designed with careful consideration of statutory requirements and Indian Standards to ensure a healthy and safe workplace. A primary focus of our operations is employee safety. We invest in advanced technologies and processes to minimize manual interactions with machinery. During the design phase of any process, we prioritize engineering controls to manage hazards associated with manufacturing and production. Additionally, all new facilities feature high levels of automation, including conveyors and robotic palletization, to further reduce manual intervention.
Our systematic approach to identifying work-related hazards is thorough. We have established mechanisms for identifying fire hazards, developing control plans, and implementing measures to mitigate or eliminate these hazards.
Our EHS Management System manual is adhered to across all units. This system encompasses the health and safety of all employees, workers, and interested parties at certified locations. It includes comprehensive planning, process development, data monitoring, analysis, and continuous improvement.
We are also implementing further enhancements to our safety management systems based on recommendations aimed at increasing the effectiveness of our existing safety protocols and procedures.
ANNUAL SNAPSHOT AND FUTURE OUTLOOK: FINANCIAL YEAR 2023-24 Financial Performance:
In the financial year 2023-24, the Company achieved 4.84% increase in overall sales volume, reaching 35,661 tonnes compared to 34,014 tonnes in the prior year. However, revenue contracted by 4.28%, totaling 698.65 crores, primarily due to a 12% decrease in the average prices of raw materials. Additionally, EBITDA fell by 1.72% to 134.47 crores, while Profit Before Tax (PBT) declined by 13.72% to 88.63 crores. Net Profit also decreased by 17.21%, settling at 66.59 crores. These reductions reflect the higher charge of depreciation and interest cost due to major investments made in last two years, commercial production of which just started. Strategic Developments: Throughout FY 2022-23 and FY 2023-24, Mold-Tekhasmadesignificantstrides in expansion and diversification. Key strategic initiatives include:
Product We have successfully penetrated new market segments, including restaurants, sweets, cashews, fertilizers, and seeds.
Pharma Packaging: Our state-of-the-art Pharma Packaging facility at Sultanpur, inaugurated in Q4 FY 2023-24, is equipped with cutting-edge, automated systems that comply with global pharmaceutical standards. We have achieved DMF certifications for several products and are actively pursuing additional certifications. including tablet containers, caps, canisters and effervescent tubes, has attracted considerable interest from leading pharmaceutical companies.
3 New Manufacturing Units for Grasim Industries: We have successfully commenced operations at new plants for Grasim Industries (Aditya Birla Group - Paints Division) in Panipat and Cheyyar in the latter part of Q4 FY 2023-24, with sales improving considerably in last four months and another plant at Mahad is nearing completion. The capital expenditure in last 2 years amounted to approximately 280 crores, underscoring our commitment to enhancing production capabilities and market presence.
Patent Protection: We have secured a patent for our square packs and are actively enforcing our intellectual property rights through legal action against infringers.
This includes filing for declaratory judgments and permanent injunctions to prevent unauthorized production and protect our patented designs and inventions.
Segment Wise Performance:
Square Packs: This segment achieved a remarkable growth driven by increased market demand and effective patent enforcement. Company is expanding its capacities in North and South to cater to the increasing demand.
Food & FMCG Packs: This segment grew by 6.88%. Delay in new product introduction led to lower growth in this segment. With Panipat Plants production of these packs later this year, the growth will be back to double digits.
Lubes-Packs: Experienced a modest growth of 3.42%.
Paints-Packs: This segment faced a decline in performance overall but sales to Pidilite and Berger increased significantly and the Company has also secured new business contributing over 100 TL.
Pharma Packaging: The newly established facility at Sultanpur has successfully inaugurated and is equipped with advanced systems including IML robots. We expect substantial growth in this sector as commercial production and certification processes is meeting clients? standards and audit expectations.
Integrated Printing Facility:
An expanded integrated printing facility is under development at Sultanpur, Hyderabad, including the installation of
11-station roto gravure machines and additional flexo printing and The facility?sextensiveproductrange, die cutting machines. This facility aims to consolidate printing activities under one roof, control costs and reduce wastage.
Future Outlook: For FY 2024-25, we anticipate continued investment in capital expenditures to foster growth, particularly in Paints, Food & FMCG and Pharma Packaging sectors. Our strategic focus will remain on leveraging innovation, design excellence, and product quality to achieve meaningful milestones. We are confident that our investments and expansions will strategically position us for better future.
Dividend: The Board has recommended a final dividend of 20% ( 1/- per equity share) in addition to the interim dividend of 40% ( 2/- per equity share) on face value of 5 per equity share, declared on 3rd April, 2024, which will be paid subject to the approval of the members of the Company in the ensuing Annual General Meeting. Total dividend declared for the financial year 2023-24 is thus 60% (i.e., 3/- per equity share) on face value of 5 per equity share to strike an optimum balance between shareholder? interest and preserve retained earnings of the Company to fund anticipated growth.
New Customers and Orders: This year, we secured significant new orders from esteemed clients, including
Mahalasa Exports, Shri Sai Enterprises, Ushodaya, A S Trading, MK Agrotech, Sri Tulasi Industries, Patil Biotech, Sri Vijay Visakha Milk, Pure Food Processing, and Drools Pet Food.
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 at its meeting held on the 2nd day of August, 2024, has recommended a final dividend of 20% ( 1/- per equity share) in addition to the interim dividend of 40% ( 2/- per equity share) on face value of 5 per equity share, declared on
3rd April, 2024, 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 Thursday, the 26th day of September, 2024.Totaldividenddeclaredforthefinancialyear 2023-24 is thus 60% (i.e., 3/- per equity share) on face value of 5 per equity share. This will entail an outflow of 997 lakhs.
The dividend payout for the year under review has been formulated after considering the financial aspects and 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.
As per the Income-Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the dividend from time to time after deduction of tax at source. Please refer note which forms part of the Notice of the 27th Annual General Meeting of the Company.
(b) Dividend Distribution Policy:
As per the SEBI (LODR) Regulations, 2015, as amended, the top one thousand listed entities based on market capitalization (calculated as on March 31st 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 26th May, 2021 in terms of 43A of the SEBI (Listing Obligations and Disclosure Requirements), 2015. Further, the Board of Directors of the Company, in its meeting held on 6th February, 2023, had 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 on 31st March, 2024 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 31st day of March, 2024 was 16,61,44,570 comprising of 3,32,28,914 no. of fully paid Equity shares of face value of 5 each.
During the Financial Year 2023-24, the Company has issued Equity Shares in the manner as tabled below:
LISTING OF EQUITY SHARES:
The Company?s equity shares are listed on the following Stock Exchanges:
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Under Section 134(5)(e) of the Act, Internal Financial Control encompasses the policies and procedures implemented by a company to ensure the efficient and orderly conduct of its business operations. These include adherence to company policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.
The Company maintains a robust Internal Financial Control system through well-established policies and procedures. It employs a structured approach involving function-specific reviews and risk reporting by senior management. Significant matters are promptly escalated to the Audit Committee and the Board. Additionally, internal Standard Operating Procedures
(SOPs) and Schedule of Authority (SOA) are clearly defined and documented to ensure proper authorization, recording, and reporting of all financial transactions. To ensure accurate recording of day-to-day financial transactions and reporting, the Company utilizes a comprehensive ERP system. This system is equipped with adequate controls to integrate accounting records and prevent any potential control failures. The ERP system also maps out policies, procedures, SOPs, and SOA, which are subject to audit by both internal and statutory auditors of the Company. The Company maintains an independent Internal Audit (IA) department that reports functionally to the Chairman of the Audit Committee, ensuring objectivity. Remedial actions taken by the IA department have strengthened the internal control framework, as detailed in the Management Discussion 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 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:
According to SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted the (i) Code of Conduct to Regulate, Monitor, and Report Trading by Designated Persons and their Immediate Relatives, and the (ii) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, collectively referred to as the "Codes on PIT". These Codes govern all Directors, employees, and third parties such as auditors, consultants, etc., who may have access to the Company?s unpublished price sensitive information.
The trading window remains closed during the declaration of results and upon the occurrence of any material events, as per the Code, when unpublished price sensitive information is deemed available to insiders as determined by the
Compliance Officer, Mr. Subhojeet Bhattacharjee, who serves as the Company Secretary and Compliance Officer.
Mr. Bhattacharjee is responsible for establishing procedures and overseeing the implementation of the Codes on PIT. Furthermore, the Board of Directors regularly monitors and updates these Codes to align with amendments introduced by regulators.
The Code(s) were last updated/modified/amended by the
Board in its meeting held on 3rd May, 2023.
The said Code(s) are available on the website of the Company at: https://www.moldtekpackaging.com/investors. html#tab-5
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:
In terms of Section 178(2) and 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, Nomination and Remuneration Policy ("NR Policy") of the Company, inter alia, the Board/ Nomination and Remuneration Committee (NRC) 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/ NRC (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#tab-5 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 31st March, 2024 was conducted by the Board, at its meeting held on 30th May, 2024. Information and other details on annual performance assessment is given in the Corporate Governance report.
Further, in terms of the requirement as contained in Clause VII of the Schedule IV of the Companies Act, 2013 and Regulation 25(4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company at their meeting held on 9th February, 2024, inter alia: l reviewed the performance of the Non-Independent Directors and the Board as a whole with respect to their rights, duties vis-?-vis performance of Board Members; l reviewed the performance of the Chairperson of the 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 31st March, 2024 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 2023-24.
CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT (RTA) OF THE COMPANY:
The Board of Directors of the Company, with an endeavor to provide the best service(s) and experience to its valued shareholders and in the best interest of the Company, vide a resolution passed by circulation on the 15th day of December, 2023, approved the appointment of M/s. KFin Technologies Limited (‘KFin?), bearing SEBI registration No: INR000000221 as Registrar and Share Transfer Agent (RTA) of the Company in place of the existing RTA, M/s. XL Softech Systems Limited (‘XL?) and subsequently, application(s) were made to Depositories to execute necessary agreement(s) and give approval for the change. Further, National Securities Depository Limited ("NSDL") vide letter dated 29th January, 2024 and Central Depository Services (India) Limited ("CDSL") vide letter dated 30th January, 2024, has approved and stated that the change is effective from 30 th January, 2024.
M/s. KFin Technologies Limited (KFin) is one of the largest Registrar and market leader in investor servicing in India and has a robust workforce of experienced professionals and provides multiple e-solutions to many listed entities of repute for share related activities. They have a fully established and scalable electronic interface to address shareholder queries and grievances as required by SEBI. Necessary stock exchange intimation(s)/disclosure(s) were given in regard as per applicable SEBI Regulations.
CHANGE OF NODAL OFFICER OF THE COMPANY:
The Board of Directors of the Company earlier vide a resolution duly passed in their meeting had appointed/ nominated Mrs. Seshu Kumari Adivishnu, Chief Financial
Officer, and Mrs. K.V. Ramani, Deputy General Manager-Investor Relations, as Nodal and Deputy Nodal Officer respectively for the purpose of verification of claims and co-ordination with Investor Education and Protection Fund (‘IEPF?) Authority; but now due to the functional preoccupation of Mrs. Seshu Kumari Adivishnu and to ensure operational efficiency the Board vide a resolution passed unanimously by circulation on the 7th day of February, 2024, approved the appointment of Mr. Subhojeet Bhattacharjee,
Company Secretary and Compliance Officer of the Company, as Nodal Officer and Mrs. Karra Venkata Ramani, Deputy
General Manager-Investor Relations continues to act as
Deputy Nodal Officer as per the provisions of the Companies
Act, 2013 read with Rule 7(2A) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended. Necessary e-forms were filed with the Registrar of Companies, Telangana, to give effect to such change.
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. As on 31st March, 2024, the Committee comprises of Mr. Eswara Rao Immaneni, -Independent Director as Chairman, Dr. Talupunuri Venkateswara Rao, and Mrs. Madhuri Venkata Ramani Viswanadham, Independent
Directors as members. The Committee met five (5) 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, was required to undertake Directors and Officers Insurance (‘D and O insurance?) for all their Independent Directors and Officers of such quantum and for such risks as may be determined by its board of directors. The Company at its Board Meeting held on 27th January, 2022 had 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 29th day of June, 2022.
The Board thereafter as a general practice is re-assessing the quantum and risk to be covered by the said insurance every year and insurance is being renewed accordingly. The last assessment was done by the Board at its meeting held on 30th May, 2024 and the said insurance was renewed w.e.f. 29th June, 2024.
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:
During the year under review the Company did not have any un-utilized amount which requires submission of quarterly statement of deviation(s) including report of monitoring agency to stock exchange(s) in terms of Regulation 32(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
CREDIT RATING:
ICRA Limited vide its letter with ref. no. ICRA/MOLD-TEK Packaging Limited/16082024/1 dated 16th August, 2024, has informed the company that as per the Rating Agreement/ Statement of Work executed with ICRA Limited, ICRA?s Rating Committee has taken the following rating actions for the mentioned instruments of the company:
CHANGE IN 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 19th Annual General Meeting of the company held on 19th 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 1st tranche of granting of 1,50,000 options, as approved by the Nomination and Remuneration Committee/Board in its meeting held on 20th July, 2018 and a 2nd 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 23rd December, 2020, respectively.
During the financial year under review the Board vide a circular resolution passed on the 20th February, 2024, has vested 64,145 options (out of 2nd tranche of granting of 1,50,000 options). The necessary disclosure /Outcome of the Circular Resolution Passed by the Board of Directors on 20th February, 2024, was given to the stock exchange(s). There have been no changes in the Scheme.
The certificate from the Secretarial Auditor on 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 re-enactment(s) 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, if any, made during the financial year ended 31st March, 2024, 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.
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 read 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 to impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
DIRECTORSANDKEYMANAGERIALPERSONNEL:
Appointments/Re-appointment & Cessation of Directors:
During the financial year under review and till the date of approval of this Directors? Report:
(i) Mr. Ponnuswamy Ramnath (DIN: 03625336) as per the recommendation of the Nomination and Remuneration Committee and after considering his knowledge, acumen, expertise and experience was appointed as an Additional Director (Category: Non-Executive, Independent) of the Company by the Board vide a resolution passed by circulation on 9th August, 2023 to hold office for his first term of five consecutive years w.e.f. 17th August, 2023 to 16th August, 2028, subject to approvalandregularizationbymembersoftheCompany.
Further, the board of directors was of the opinion that he fulfills the skills and capabilities as required in the Act and Listing Regulations and therefore consider it desirable and in the interest of the company to have Mr. Ponnuswamy Ramnath on the board as an Independent Non-Executive Director of the company. Subsequently, his appointment was regularized by the members of the Company by passing the required resolution with requisite majority at the 26th Annual General Meeting held on 26th September, 2023.
(ii) The Nomination and Remuneration Committee, Audit Committee and Board at their respective meetings held on the 29th August, 2023, approved and recommended to the members the re-appointment of
a) Mr. Lakshmana Rao Janumahanti (DIN: 00649702), as Chairman and Managing Director,
b) Mr. Subramanyam Adivishnu (DIN: 00654046), as Deputy Managing Director, and
c) Mr. P. Venkateswara Rao (DIN: 01254851), as Deputy Managing Director, of the Company for a further period of five (5) years, commencing from 1st April, 2024 to 31st March, 2029 and such was subsequently approved by the members of the Company by passing the required resolutions with requisite majority at the 26th Annual General Meeting held on 26th September, 2023.
Based on the confirmations received, none of the Directors are disqualified for being appointed/re-appointed as directors in terms of the Companies Act, 2013, or under the SEBI (LODR) Regulations, 2015.
In accordance with the provisions of Section 152 of the Act, Mr. Srinivas Madireddy (DIN: 01311417), Whole Time Director of the Company, is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
Key Managerial Personnel:
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:
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, inter alia, 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 of Directors met 6 (six) times during the financial year 2023-24 i.e., on 12 th April,2023, 3rd May, 2023, 4th August, 2023, 29th August, 2023, 7th November, 2023 and 9th February,2024. 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 FOR EMPLOYEES AND BUSINESS ETHICS AND CODE OF CONDUCT FOR BOARD MEMBERS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:
The Board of Directors of Mold-Tek Packaging Limited has adopted and oversees the implementation of the Company?s Code of Conduct for Employees and Business Ethics, as well as the Code of Conduct for Board Members, Key Managerial Personnel, and Senior Management. These Codes are applicable to all Directors, Key Managerial Personnel, Senior Management Officers, and Employees of the company. They embody the Company?s commitment to conducting business with integrity and in strict adherence to legal requirements. The Codes serve as a comprehensive framework for all covered individuals to follow in their daily roles, emphasizing the highest ethical standards.
Additionally, the Codes ensure that every member of the
Company fulfills their responsibilities in accordance with relevant laws, while maintaining respectful relationships with colleagues, customers, suppliers, shareholders, and the broader community and regulatory bodies in which the Company operates.
At Mold-Tek, we aim to build trust and maintain strong relationships with all stakeholders, particularly our business partners and customers. Our Code of Conduct extends beyond internal responsibilities to encompass our interactions with external stakeholders. It serves as a practical guide for decision-making and supports us in navigating complex situations with confidence, enabling us to consistently make sound judgments.
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
31st March, 2024, 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 2023-24.
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 theCompany for that period;
iii. they have taken proper and sufficient 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, 2024, 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 workplaceandhasadoptedaPolicyonPrevention,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 2023-24, 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#tab-5
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 have appointed Mr. Ashish Kumar Gaggar, Practicing Company Secretary to undertake the Audit of Annual Secretarial Compliance of the Company for the year ended 31st March, 2024. The Annual Secretarial Compliance Report is annexed as ‘Annexure-E?. The Annual Secretarial
Compliance Report for the financial year ended 31st March, 2024 do not contain any qualification, reservation, adverse remark or disclaimer except the observations provided therein, if any.
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 20th Annual General Meeting (AGM) held on 22nd 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 20th AGM till the conclusion of the 25th AGM of the Company, in accordance with the provisions of the Act. However, in accordance with the Companies Amendment Act, 2017, enforced on 7th 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.
Further, the Board in its meeting held on 27th 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, 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 Packaging Limited, approved and recommended to the members 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 30th 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 25th Annual General Meeting held on 30th September, 2022. Thus, M/s. Anandam & Co., Chartered Accountants (Firm Registration Number 000125S), 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 25 th Annual General Meeting till the Conclusion of the 30th 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 31st March, 2024 and a declaration/statement there-of has been filed with the stock exchange(s) by the Company
30th May, 2024, 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 31st March, 2024 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 31st March, 2024. The Secretarial Audit Report as issued by the Secretarial Auditor for the F.Y. 2023-24 is annexed as ‘Annexure-F?. The Secretarial
Audit Report for the financial year ended 31 st March, 2024 does not contain any qualification, reservation, adverse remark or disclaimer except the observations provided therein, if any.
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 of the Company.
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. The Board in its meeting held on the 27th day of January, 2022, as per the recommendation of the Audit Committee has reviewed and updated the policy. 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#tab-5 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 does not have any subsidiary company in terms of Section 2(87) of the Companies Act, 2013, read with underlying rules as on 31st March, 2024.
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 31st March, 2024, is available on the Company?s website and that can be accessed at https://www. moldtekpackaging.com/investors.html#tab-3 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 (MDAR), REPORT ON CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT(BRSR):
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.
Further, The Business Responsibility and Sustainability Report as required in terms of the provisions of Regulation
34(2)(f) of the SEBI Listing Regulations, separately 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, Chief Financial Officer of 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 compliance with Section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated and put into effect a Risk Management Policy. The Risk Management
Committee, established as per Regulation 21 of the SEBI (LODR) Regulations, 2015, is responsible for overseeing the development and implementation of a comprehensive risk management framework. This includes ensuring the establishment of appropriate methodologies, processes, and systems to monitor and evaluate risks associated with the Company?s operations. The Audit Committee provides additional oversight specifically related to financial risks and controls.
Significant risks identified by various business units functions are systematically addressed through ongoing mitigation measures. The development and execution of the risk management policy have been detailed in the management discussion and analysis, which is a part of this report. Currently, the Company has not identified any risks that pose a threat to its existence. Furthermore, all Company assets and potential risks are 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 director appointed during the year 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 forward-looking 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.