Dear Members,
The Board is delighted to present the 26th 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,
2023.
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 financial performance of the Company for the year
ended 31st March, 2023, is as summarized below:
in lakhs
| Particulars |
2022-23 |
2021-22 |
| Revenue from operations |
72,992 |
63,147 |
| Other income |
138 |
156 |
| Total income |
73,130 |
63,303 |
| Profit before Finance cost, depreciation & tax |
13,682 |
12,225 |
| Finance cost |
387 |
932 |
| Depreciation |
3,023 |
2,642 |
| Profit before exceptional items and tax |
10,272 |
8,651 |
| Provision for current tax |
1,994 |
2,032 |
| Provision for deferred tax |
235 |
253 |
| Net profit (After Tax) |
8,043 |
6,366 |
| Other comprehensive income (net of tax ) |
(26) |
(16) |
| Profit brought forward from previous years |
17,499 |
12,282 |
| Amount available for ap- propriation |
25,516 |
18,632 |
| Less: Appropriation |
|
|
| Dividend on equity shares |
2,601 |
1,133 |
| Closing Balance of retained earnings |
22,915 |
17,499 |
PERFORMANCE REVIEW:
During the year under review, your Company has shown a healthy
performance in terms of Revenue, EBIDTA and 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 F.Y. 2021-22 to 13,682 lakhs in F.Y. 2022-23, resulting in a healthy increase in net
profits by 26.34% from 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 increased from 22.12 in F.Y. 2021-22 to
24.40 in F.Y. 2022-23, leading to an increase of 10.31%.
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, IML labelled Food containers
for Restaurants and to Retailers in USA, Australia and also received enquiries from
Singapore. Company is now 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 (part of Aditya Birla Group). Land has been acquired
for Panipat and Cheyyar and construction activity is under process. These two plants are
expected to go into trials / commercial production before end of this financial year
itself Company has applied for land allocation at Mahad and this plant is expected to go
into commercial production by early next F.Y.
Integrated Printing Facility:
Company has initiated Integrated printing facility at Sultanpur,
Hyderabad, to bring all printing activities under one roof such as label production and
Die cutting for IML / HTL labels which will enable Company to control costs and wastage.
This facility would be ready by Nov/ Dec, 23.
Digital Printing:
Company recently, installed Italian Digital Printing Machine for the
first time in India for IML which enable us to handle / process small orders and develop
IML labels with very low lead time and also enable us to cater to various promotional
schemes as and when clients wish to introduce.
Digital Printing is automatic without gap of setting time. This results
in quicker service to smaller clients, improved label availability and less wastage.
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. 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. Further, 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 Company have EHS Management system manual and we follow the same in
all the units. The system covers all employees, workers and interested party's health
and safety at each certified location. The system includes everything from planning to
developing processes, as well as monitoring and analysing data and improving it
continually. Further, we are implementing additional improvements to our safety management
systems, based on recommendations received to improve the effectiveness of our existing
safety systems and procedures at our units.
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 3rd day 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 12th
April, 2023, 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 26th
day of September, 2023.
Total dividend declared for the financial year 2022-23 is thus 120%
(i.e., 6 per equity share) on face value of 5 per equity share. This will entail an
outflow of 1,990 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.
(b) Dividend Distribution Policy:
As per the SEBI (LODR) Regulations, 2015 [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 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, 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, 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 31st
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: Allotment of shares on Exercise of Rights Warrants on
19.04.2022 |
10,56,894 |
5 each |
52,84,470 |
| 3. Add: Allotment of shares on Exercise of Rights Warrants on
16.05.2022 |
6,87,290 |
5 each |
34,36,450 |
| 4. Add: Allotment of shares on Exercise of Rights Warrants on
22.06.2022 |
1,23,334 |
5 each |
6,16,670 |
| 5. Add: Allotment of shares as per MTPL Employees Stock
Option Scheme-2016 on 09.02.2023 |
44,130 |
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 Company's 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/1, G Block, Ban- |
| Dalal Street, |
dra – Kurla Complex, |
| Mumbai – 400 001, Maharashtra, India. |
Bandra (East), Mumbai – 400 051, |
|
Maharashtra, India. |
The Company has paid the
annuallistingfeestothesaidstockexchangesforthefinancial . year 2023-24
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 Company.
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 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 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, as
amended from time to time the Company have 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 "Code(s) on PIT". 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, on occurrence of
any material events as per the code when unpublished price sensitive information is deemed
to be available with insiders as determined by the Compliance Officer. Mr. Thakur Vishal
Singh, Company Secretary of the Company, was the Compliance Officer up 4th
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 the27 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(s) on PIT. Further, the Board of Directors of
the Company continuously monitors and amends the respective Codes at regular intervals to
incorporate and bring the Codes in line with amendments brough in by the regulator(s). 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, 2023 was
conducted by the Board, at its meeting held on 3rd May, 2023. 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 6th February,
2023, 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, 2023 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 2022-23.
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, 2023, 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 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 at its meeting held on 3rd May, 2023, re-assessed
the quantum and risk to be covered by the said insurance and subsequently the insurance
was renewed w.e.f. 29th June, 2023.
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, till the time of complete utilization of funds raised by
the Company through Rights Issue and Qualified Institutional Placement (QIP).
UTILIZATION OF AMOUNT RAISED THROUGH QUALIFIED INSTITUTIONAL PLACEMENT
(QIP):
During the previous financial year 2021-22 the Company had 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 14th December, 2021 to 17th December, 2021 and the Company
had received overwhelming response for its QIP. The funds who had invested in the QIP
included 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.
Further, as on 30th September, 2022, the entire funds raised
by the Company through Qualified Institutional Placement stands utilized for purpose(s)
for which the fund was raised and the same was informed to the stock exchange(s) where the
equity shares of the Company are listed.
CREDIT RATING:
ICRA Limited vide its letter ref no. ICRA/MOLD-TEK Packaging
Limited/29052023/1 dated 29th May, 2023, has informed the company that based on
a review of the latest developments, the Rating Committee of ICRA, after due
consideration, has retained the long-term rating at [ICRA] A+ (pronounced ICRA A plus) and
the short-term rating at [ICRA]A1 (pronounced as ICRA A one).
Outlook on the long-term Rating is ‘Stable'. The report from
the credit rating agency was intimated to the stock exchange(s) where the equity shares of
the Company are listed and is also available in the website of the Company at:
https://www.moldtekpackaging.com/investors.html.
Post such re-affirmation the rating details are as tabled
| Instrument |
Rating |
| Long-term, Term Loans |
[ICRA] A+ (Stable) |
| Long-term, Fund Based-Cash Credit |
[ICRA] A+ (Stable) |
| Long-term, Unallocated |
[ICRA] A+ (Stable) |
| Short-term non- fund based limits |
[ICRA]A1 |
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 1 st 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 9th February,2023, has vested 44,130 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 9th February, 2023, was
given to the stock exchange(s). There have 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 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, 2023, 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 2022-23, the Company has received a letter
dated 26th 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, after analyzing the said request of
reclassification and having discussed in detail, the board of directors of the company at
their meeting held on 27th 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 25th Annual General Meeting held on
Friday, 30th September, 2022, have approved the reclassification of Mrs. Swetha
Mythri J, Member of the Promoter Group from "Promoter/Promoter Group" category
to "Public" category in the shareholding of the Company.
Subsequently, the Company has filed an application dated 25th
October, 2022 with the BSE Limited and National Stock Exchange of India Limited for the
said re-classification and replied to queries raised by the respective exchange(s) in this
regard. Further, the exchange(s) vide letter(s) dated 23rd August, 2023, have
approved the application for the said reclassification and the Company has given necessary
disclosure under Regulation 30 of SEBI (LODR) Regulations, 2015, to the exchange(s). All
the disclosure regarding the same is available in the website of the Company at
https://moldtekpackaging.com/ investors.html.
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointments/Re-appointment & Cessation of Directors:
During the financial year under review and till the date of approval of
the Directors' Report: (i) The Board of Directors of the Company at its meeting held
on the 2nd of September, 2022, approved and recommended to the members the
re-appointment of Mr. Srinivas Madireddy (DIN: 01311417) as Whole –time Director of
the Company for a further period of five(5) years, commencing from 14th May,
2023 to 13th May, 2028, liable to retire by rotation 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.
(ii) The Board of Directors of the Company at its meeting held on the 2nd
of September, 2022, approved and recommended the re-appointment of Dr. Venkata Appa Rao
Kotagiri (DIN: 01741020) and Mr. Eswara Rao Immaneni (DIN: 08132183) as Independent
Non-Executive Directors of the Company for a second term of five consecutive years, w.e.f.
14th May, 2023 to 13th May, 2028, not be liable to retire by
rotation. Subsequently, whereas, the resolution pertaining to the re-appointment of Mr.
Eswara Rao Immaneni (DIN: 08132183) as Independent Non-Executive Directors was passed with
requisite majority by members at the 25th Annual General Meeting held on 30th
September, 2022, the resolution pertaining to the re-appointment of Dr. Venkata Appa Rao
Kotagiri (DIN: 01741020) 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, 13th May, 2023 and he has retired as an 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.
(iii) Mrs. J. Mytraeyi, Non-Executive Director of the Company, mother
of Mr. J. Lakshmana Rao, Chairman and Managing Director of the Company, aged 89 years left
for her heavenly abode on Thursday, 9th March, 2023. Mrs. J. Mytraeyi had
joined the Board since the inception of the Company. Her vast knowledge and varied
experience and the respect she carried was always of and will continue to be of great
value to the Company. All the members of the Board and employees of the Company convey
their deep sympathy, sorrow and condolences to her family.
(iv) 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 w.e.f. 17th
August, 2023 to 16th August, 2028, subject to approval and regularization by
members of the Company in the ensuing Annual General Meeting as an Independent Director.
Further, the board of directors is 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. In terms of Regulation 17(1C) of
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. Thus, 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, Mr. Ponnuswamy Ramnath, being eligible
for regularization and appointment as an Independent
Director and offering himself for appointment, is proposed by Board to
be regularized and appointed as an Independent Director for the first term of five
consecutive years w.e.f. 17th August, 2023 and to hold office up to 16 th
August, 2028.
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.
Subramanyam Adivishnu, Deputy Managing Director of the Company (DIN: 00654046) is retiring
by rotation at the ensuing Annual General Meeting and being eligible offers himself for
re-appointment. Further, Mr. Lakshmana Rao Janumahanti (DIN: 00649702), Chairman and
Managing Director, Mr. Subramanyam Adivishnu (DIN: 00654046), Dy. Managing Director and
Mr. P. Venkateswara Rao (DIN: 01254851), Dy. Managing Director were appointed in their
respective designations for a period of 5 years with effect from 1st April,
2019 to 31st March, 2024 at the 21st Annual General Meeting held on
29th September, 2018. yearsTheir present terms thus expire on 31st
March, 2024. The Board of Directors, Audit Committee and Nomination and Remuneration
Committee at their respective meetings held on 29th August, 2023, subject to
the approval of Members at this general meeting, re- appointed them for a further period
of five (5) years w.e.f. 1st April, 2024 to hold office till 31st March, 2029.
The Board has recommended the said resolutions for approval of the members in the ensuing
26th Annual General Meeting.
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 4th
day of July, 2022. The Board in its meeting held on the 27th 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 Companyw.e.f. the 27th
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 |
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 Bhattacharjee (Appointed w.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, 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 2022-23 i.e., on 21 st
April,2022, 9th May, 2022, 27th July, 2022, 2nd
September, 2022, 7th November, 2022 and 6th February,2023. 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:
Board of Directors have adopted and oversee the administration of the
Company's Code of Conduct for Employees and Business Ethics and Code of Conduct for
Board Members, Key Managerial Personnel & Senior Management which applies to all
Directors, Key Managerial Personnel & Senior Management Officers and Employees of
Mold-Tek Packaging Limited. The Codes reflects the Company's commitment to doing
business with integrity and in full compliance with the law and provides a general roadmap
for all covered under the Code(s) to follow as they perform their day-to-day
responsibilities with the highest ethical standards. The Codes 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.
At Mold-Tek we strive to be a reliable partner to all our stakeholders
especially our business partners and our customers. Our Code of Conduct not only lays out
our responsibilities within the organization but also extends to those stakeholders with
whom we do business. It serves as a guide for decision making and helps us make choices
when faced with challenging situations. It gives us the confidence to make the right
decision.
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, 2023, 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 2022-23.
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 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, 2023, 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
workplaceandhasadopteda Policyon 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 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 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. care for the
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, 2023. The Annual
Secretarial Compliance Report is annexed as ‘Annexure-E'. The Annual
Secretarial
Compliance Report for the financial year ended 31st March,
2023 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 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, during the Financial year 2022-23, 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 25th 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 reappointed as statutory
auditors of the company, for the second term of five (5) consecutive years, to hold office
from the conclusion of the 25th 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, 2023 and a declaration/statement there-of has been filed with the stock exchange(s)
by the Company on 3rd 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 31st March, 2023 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, 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. 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.
FORFEITURE OF DETACHABLE WARRANTS:
The Board of Directors of Mold-Tek Packaging Limited, through Circular
Resolution passed on 20th September, 2022, has approved the Forfeiture of
26,239 number of Detachable Warrants which are not exercised/tendered to be converted into
Equity Shares at the completion of/within the Warrant Exercise Period as per the terms of
Letter of Offer dated October 17, 2020. The Company in the best interest of the Warrant
holders vide Newspaper Publication dated 3rd May, 2022, Stock Exchange
Intimations dated 30th April, 2022, 4th May, 2022 and 12th
May, 2022, and multiple reminders cum forfeiture notices to the Warrant holders at various
times during the Warrants Exercise Period has requested all the Warrant holders for
Conversion of Detachable Warrants into Equity Shares issued on Rights Basis, pursuant to
the LOF dated October 17, 2020 and a total of 33,05,741 number of equity shares were
allotted in lieu of Detachable Warrants which were exercised/tendered by the warrant
holders by following the proper procedure as per the LOF dated October 17, 2020, within
the Warrant Exercise Period and the remaining 26,239 number of Detachable Warrants have
lapsed on account of not being exercised within the Warrant Exercise period in terms of
the LOF and hence are liable to be forfeited.
In terms of the LOF, the Detachable Warrants which are not tendered to
be converted into Equity Shares at the completion of the Warrant Exercise Period, shall
lapse and the relevant holder(s) of such Warrants shall not be entitled to allotment of
the Equity Shares against such Detachable Warrants. Accordingly, the Board of Directors
vide a Resolution passed by Circulation on 20th September, 2022, have approved
the forfeiture of the remaining 26,239 number of Detachable Warrants which have lapsed as
stated above. The Company has subsequently completed the procedural formalities regarding
the forfeiture of such Detachable Warrants in due course.
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,
2023.
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, 2023, 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 (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, Financial Controller & Chief Financial Officer of the Company have given
a certificate 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 Risk Management Committee has been constituted in terms of
Regulation 21 of the SEBI (LODR) Regulations, 2015, to oversee the formulation and
implementation of a detailed risk management policy and to ensure that appropriate
methodology, processes and systems are in place to monitor and evaluate risks associated
with the business of the Company. 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 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.
| For and on behalf of the Board of Directors |
| Sd/- |
| J. LAKSHMANA RAO |
| Chairman & Managing Director |
| DIN: 00649702 |
| Place: Hyderabad |
| Date : 29th August, 2023 |
|