Dear Members,
Your Board of Directors ("the Board") take pleasure in
presenting the Board's Report as a part of the 41st (Forty First) Annual
Report of Mold-Tek Technologies Limited ("the Company"), together with the
Audited Financial Statements (Standalone and Consolidated) and the Auditor's Report
thereon for the financial year ended 31st March, 2025.
1. FINANCIAL RESULTS:
The Company's financial performance for the year ended 31st
March, 2025, is summarized below:
` in Lakhs
|
Standalone |
Consolidated |
Particulars |
Year ended 31st |
March |
Year ended 31st |
March |
|
2025 |
2024 |
2025 |
2024 |
Revenue from operations |
12,899.83 |
14,617.23 |
14,584.90 |
16,074.18 |
Other Income |
397.74 |
242.80 |
401.78 |
243.28 |
Total Income |
13,297.57 |
14,860.03 |
14,986.68 |
16,317.46 |
Expenditure |
10,972.68 |
10,440.50 |
12,633.18 |
11,877.74 |
Profit before exceptional
items, finance costs, depreciation, and taxes |
2,324.89 |
4,419.53 |
2,353.50 |
4,439.72 |
Less: |
|
|
|
|
Finance Cost |
69.95 |
92.50 |
69.95 |
92.50 |
Depreciation and Amortization |
651.02 |
636.00 |
652.02 |
637.64 |
Profits before exceptional items and tax |
1,603.92 |
3,691.03 |
1,631.53 |
3,709.58 |
Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
Net Profit for the year before Taxes |
1,603.92 |
3,691.03 |
1,631.53 |
3,709.58 |
Less: Provision for Taxes |
|
|
|
|
Current Tax |
399.60 |
912.93 |
399.60 |
913.080 |
Deferred Tax Assets |
15.15 |
11.60 |
15.15 |
11.60 |
Prior Year tax |
- |
- |
- |
|
Profit after tax (PAT) |
1,189.17 |
2,766.50 |
1,216.78 |
2,784.90 |
Other Comprehensive Income |
(657.81) |
(258.07) |
(647.54) |
(256.50) |
Total Comprehensive Income for the year |
531.36 |
2,508.43 |
569.25 |
2,528.40 |
2. PERFORMANCE HIGHLIGHTS : a) Standalone:
The Company has recorded total revenue of ` 12,899.83 Lakhs'
during the year as against ` 14,617.23 Lakhs' in the previous year. The net profit
after provision for tax is ` 1,189.17 Lakhs as against net profit after tax of ` 2,766.50
Lakhs' in the previous year.
Civil and Structural Division achieved revenue of $ 14.340 Million in
FY 2024-25, compared to $ 16.147 Million of the previous year. Mechanical Division
achieved revenue of $ 2.926 Million in FY 2024-25, compared to $ 3.256 Million of the
previous year.
The Management Discussion and Analysis report, which forms part of this
report, showcases into the performance of each of the business divisions and the outlook
for the current year. b) Consolidated: The Company has recorded total revenue of
` 14,584.90 Lakhs' during the year as against
` 16,074.18 Lakhs' in the previous year. The net profit after
provision for tax is ` 1,216.78 Lakhs as against net profit after tax of ` 2,784.90
Lakhs' in the previous year.
3. SUBSIDIARY COMPANY:
At the end of the year under review, the Company had one subsidiary
namely "Mold-Tek Technologies Inc." USA. The financial position of the said
company is given in the notes to Consolidated Financial Statements.
The Highlights of performance of subsidiary is as follows:
(Amount in Lakhs)
|
Mold-Tek |
Particulars |
|
|
Technologies Inc |
Total Income |
13,064.75 |
Total Sub Contract Expenses |
11,478.92 |
Gross profit |
1,585.83 |
Total Expenses |
1,554.80 |
Net ordinary Income |
0 |
Current Tax |
1.53 |
Deferred Tax Liability |
0 |
Profit after Tax |
29.50 |
4. CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with Section 129(3) of the Companies Act, 2013 and
Regulation 34(2) of the SEBI (LODR) Regulations, 2015, the Consolidated Financial
Statements of the Company, including the financial details of the subsidiary company,
forms part of this Annual Report as
Annexure-A.
The Consolidated Financial Statements have been prepared as per the
applicable Indian Accounting Standards issued by the Institute of Chartered Accountants of
India (ICAI').
5. CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business of the Company
during the financial year under review. The Company continued to engage in its principal
line of business without any deviation.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY: There are no material changes and commitments,
affecting the financial position of the Company which have occurred between the close of
the Financial Year as on 31st March, 2025, to which the financial statements
relate and the date of this Report.
7. DIVIDEND:
The Board has recommended a final dividend of ` 1.00 per equity
share having face value of ` 2.00 each (i.e. @ 50% per equity share of face value ` 2.00
each) for the financial year ended 31st March, 2025 out of its' current
profits, subject to the approval of Members at the ensuing Annual General Meeting
(hereinafter referred to as AGM') of the Company. The dividend, as recommended
by the Board, if approved at the ensuing AGM, will be paid to those Members, whose name
shall appear on the Register of Members as on the Record Date as shall be mentioned in the
Notice of AGM. If approved, the dividend shall be paid within 30 days from the date of
declaration as per the relevant provisions of the Companies Act, 2013 (hereinafter
referred to as Act').
8. TRANSFER TO RESERVES:
The Company has not transferred any amount to reserves during the
year under review.
9. LISTING AND CUSTODIAN FEES:
The equity shares of the Company are listed at BSE Limited, Mumbai
and National Stock Exchange of India Limited, Mumbai. The applicable annual listing fees
were paid before the due date. The annual custodian fees have also been paid to the
depositories before the due date.
10. SHARE CAPITAL:
10.1. The Particulars of share capital of the Company are as follows:
Particulars |
Amount (`) |
Authorized share capital |
|
(6,50,00,000 Equity Shares of |
13,00,00,000 |
` 2.00 each) |
|
Issued, subscribed and paid-up |
|
share capital |
|
|
5,71,28,920 |
(2,85,64,460 Equity Shares of |
|
` 2.00 each) |
|
10.2. Shares allotted during the FY 2025:
(a) Public issue, rights issue, preferential issue:
No such shares were issued during the FY 2025. (b) Issue of Shares
under ESOP: Your Company has allotted the following Equity Shares as per MTTL
Employees Stock Option Scheme-2016:
|
|
|
Number |
Sr. |
Date of |
|
of Equity |
|
|
Scheme |
|
No. |
Allotment |
|
Shares |
|
|
|
allotted |
1. |
3rd April, |
MTTL Employees Stock |
1,73,398 |
|
2024 |
Option Scheme-2016 |
|
|
|
Total |
1,73,398 |
(c) Issue of Shares with differential rights as to dividend, voting or
otherwise: There were no issue of equity shares with differential rights as to
dividend, voting or otherwise.
(d) Issue of Sweat Equity Shares:
There were no issue of sweat equity shares during the FY 2025.
(e) Issue of Bonus Shares:
No Bonus Shares were issued during the FY 2025. (f) Buy-back of
Shares: No shares were bought back during the FY 2025.
11. EMPLOYEE STOCK OPTION SCHEME:
The Company in terms of the Mold-Tek Technologies Limited,
Employees Stock Option Scheme-2016 which was approved by the members of the company in the
32nd 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 5,00,000
options, as approved by the Nomination and Remuneration Committee/Board in its meeting
held on 1st August, 2018 and a 2nd tranche of granting of 6,00,495
(Comprises of 1,00,495 Stock Options added back to the Shares Pool as per the Scheme)
options under this scheme, as approved by the Nomination and Remuneration Committee/Board
in its meeting held on 23rd February, 2022, respectively.
During the financial year under review the Board vide a Board
Resolution passed on the 3rd April, 2024, has vested 1,73,398 options (out of 2nd
tranche of granting of 6,00,495 options). The necessary disclosure /Outcome of the Board
Resolution Passed by the Board of Directors on 3rd April, 2024, 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://www.moldtekengineering. com/investors/ 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-B' and are
available on the website of the Company at https://www.moldtekengineering.com/investors/
Further, the Nomination and Remuneration Committee and the Board of Directors of the
Company, at their meeting held on 29th August, 2025, have approved the
introduction of an Employee Stock Option Scheme titled 'MTTL Employee Stock
Option Scheme 2025'' ('MTTL ESOS 2025" / "Scheme"),
subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of
the Company.
The detailed terms and conditions of the proposed "Scheme"
are set out in the Notice convening the ensuing Annual General Meeting, which forms an
integral part of Annual Report for FY 2024-25.
12. VIGIL MECHANISM WHISTLE BLOWER POLICY: The Company has
put in place a Whistle Blower Policy and has established the necessary vigil mechanism as
defined under Regulation 22 of the SEBI Listing Regulations for employees and others to
report concerns about unethical behaviour. It also provides for adequate safeguards
against the victimisation of employees who avail of mechanism. No person has been denied
access to the Chairperson of the audit committee.
The Whistle blower Policy is available on the website of the company.
The web-link for the same has been disclosed separately in the Report on Corporate
Governance which forms part of this Annual Report.
13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS: Particulars
of loans given, investments made, guarantees given and securities provided are provided
along with the purpose for which the loan, guarantee, or security is proposed to be
utilised by the recipient are provided in the notes to Financial Statements which forms
part of this Annual Report.
14. RELATED PARTY TRANSACTIONS:
The company has complied with the provisions of section 188(1) of
the Act dealing with related party transactions. The information on transactions with
related parties pursuant to section 134(3) (h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is enclosed to this report.
Kindly refer to Annexure C.
The other requisite details as required by Sections 134 & 188
of the Act and Regulation 23, 34(3) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Report on
Corporate Governance and Financial Statements.
15. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): The
Board of the Company is duly constituted. None of the directors of the Company is
disqualified under the provisions of the Companies Act, 2013 or under the SEBI (LODR)
Regulations, 2015.
Appointments/Retirements/Re-appointments and Change in Designation
during the financial year (Including those made after the end of financial year and the
date of this report): (i) Retirements and re-appointments during the financial
year:
(a) Mr. P. Venkateswara Rao (DIN: 01254851) & Mr. J. Bhujanga Rao
(DIN: 08132541), Non-Executive Directors of the Company were re-appointed as Director of
the Company (who retired by rotation and being eligible, offered themselves for
re-appointment as a Director) in the Annual General Meeting held on 26th
September, 2024.
(b) Mr. K. Sobhana Chalam (DIN: 08715430) was re-appointed as an
Independent Director of the Company, in the Annual General Meeting held on 26th
September, 2024 for a for a further period of five (5) years w.e.f. 11th March,
2025 to hold office till 10th March, 2030.
(c) Mr. Ponnuswamy Ramnath (DIN: 03625336) and Mr. Eswara Rao Immaneni
(DIN: 08132183) were appointed as an Independent Director of the Company, in the Annual
General Meeting held on 26th September, 2024 for a for a term of 5 consecutive
years with effect from 21st August, 2024 to 20th August, 2029.
(d) Mrs. J. Sudharani (DIN: 02348322) was reappointed as Whole-Time
Director of the Company, in the Annual General Meeting held on 26th September,
2024 for a further period of five (5) years w.e.f. 1st April, 2025 to hold
office till 31st March, 2030.
(e) Dr. Venkata Appa Rao Kotagiri (DIN: 01741020) and Mr. Vasantkumar
Roy Chintamaneni (DIN: 01102102) ceased to be Independent Directors of the Company upon
completion of their second term of 5 (Five) consecutive years on 29th
September, 2024. (ii) Retirements, re-appointments and Regularization after the end of
financial year and the date of this report:
(a) In accordance with the provisions of Section 152 of the Act, Mrs. J
Sudharani (DIN : 02348322), Whole-Time Director of the Company is retiring by rotation at
the ensuing Annual General Meeting and being eligible offers herself for re-appointment.
16. KMP AS AT THE END OF THE FINANCIAL YEAR:
Following are the KMPs of the Company in accordance with the
provisions of Section 2(51), and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as at 31st
March, 2025:
Sl. |
|
|
|
Name of the KMP |
Designation |
No. |
|
|
1. |
Mr. J. Lakshmana Rao |
Chairman and |
|
|
Managing Director |
2. |
Mrs. J. Sudharani |
Whole-Time Director |
3. |
Mr. K.V.V. Prasad Raju |
Chief Executive Officer |
4. |
Mr. D. Sarveswar Reddy |
Chief Financial Officer |
5. |
Mr. T. Vikram Singh |
Company Secretary and |
|
|
Compliance Officer |
Change in KMP of the Company - During the financial year
(Including those made after the end of financial year and the date of this report),
following changes are took place in the composition of KMP of the Company: (i) Mrs. J.
Sudharani (DIN: 02348322) was reappointed as Whole-Time Director of the Company in the
Annual General Meeting held on 26th September, 2024 for a further period of
five (5) years w.e.f. 1st April, 2025.
(ii) Mr. D. Sarveswar Reddy was appointed as Chief Financial Officer of
the Company w.e.f. 30th April, 2024.
(iii) Mr. T. Vikram Singh has resigned from the position of Company
Secretary and Compliance Officer of the Company with effect from 31st day of
July, 2025.
(iv) Mr. Prateek Kumar Tiwari was appointed as the Company Secretary
and Compliance Officer of the Company with effect from 8th day of August, 2025.
The details about the composition of board, KMP and the committees of the board can be
found at the Report of Corporate Governance, which forms part of this report.
17. NOMINATION AND REMUNERATION POLICY:
Pursuant to the provisions of Section 178 of the Act, and in terms
of Regulation 19 read with Part D of Schedule-II of the SEBI Listing Regulations, the
Company has a Nomination and Remuneration Policy for its Directors, Key Managerial
Personnel and Senior Management which also provides Policy for its Directors, Key
Managerial Personnel and Senior Management which also provides for the diversity of the
Board and provides the mechanism for performance evaluation of the Directors and the said
Policy was amended from time to time and may be accessed on the Company's website at
the following link: https://www.moldtekengineering.com/investors/
The remuneration paid to the directors is as per the terms laid out in
the Nomination and Remuneration Policy of the Company.
18. CODE OF CONDUCT FOR EMPLOYEES AND BUSINESS ETHICS AND CODE OF
CONDUCT FOR BOARD MEMBERS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT: The
Company has formulated a Code of Conduct for Employees and Business Ethics and Code of
Conduct for Board Members, Key Managerial Personnel & Senior Management Personnel and
has complied with all the requirements mentioned in the aforesaid code.
19. DECLARATION OF INDEPENDENCE OF DIRECTORS: The Company has
received necessary declaration from each of the Independent Directors under Section 149(7)
of the Act that he/she meets the criteria of independence laid down in Section 149(6) of
the Act and Regulation 25 of the SEBI LODR Regulations.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent Directors of the Company and
the Board is satisfied of the integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent
Directors on the Board. In terms of Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, all Independent Directors of the Company have enrolled
themselves on the Independent Directors' Databank as on the date of this Report.
20. BOARD EVALUATION AND ASSESSMENT:
In accordance with the provisions of the Companies Act and the SEBI
Listing Regulations, the Independent Directors conducted a meeting to evaluate the
performance of the Executive Directors. This evaluation considered inputs from both
Executive and Non-Executive Directors. The Board, as a whole, also assessed the quality,
quantity, and timeliness of the information flow between the Company's Management and
the Board. The evaluation process covered several aspects of the functioning of the Board
and its Committees, including their composition, experience, competencies, fulfilment of
duties, and governance practices. Additionally, a separate assessment was undertaken to
evaluate individual Directors based on parameters such as attendance, contribution to
discussions, and the exercise of independent judgment.
Furthermore, in line with the prescribed criteria and methodology for
annual performance evaluation, the Board carried out a comprehensive review of the
performance of the Board, its Committees, and each individual Director. For the financial
year 202425, all members of the Board and its Committees were found to meet the
established performance benchmarks.
The Board expressed satisfaction with the overall functioning and
effectiveness of the Board and its Committees.
Further details of the evaluation process are provided in the Report on
Corporate Governance, which forms an integral part of this report.
21. BOARD MEETINGS DURING THE YEAR:
During the year under review, Six (6) meetings of the board were
held, the details of which have been disclosed in the report on Corporate Governance,
which forms part of this report. The maximum interval between any two meetings did not
exceed 120 days, as prescribed by the Act.
22. COMMITTEES OF THE BOARD:
As required under the provisions of the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015, as on 31st March, 2025, the Board has the
following committees: (i) Audit Committee; (ii) Nomination and Remuneration Committee;
(iii) Stakeholders Relationship Committee; (iv) Corporate Social Responsibility Committee.
During the year, all recommendations made by the committees were approved by the Board. A
detailed note on the composition of the various committees is provided in the report on
Corporate Governance, which forms part of this report.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In compliance with Section 135 of the Act the Company has
undertaken Corporate Social Responsibility (CSR) activities and programmes as provided in
the CSR Policy of the Company and as per the Annual Action Plan. The Company has spent the
entire 2% of the net profits earmarked for CSR projects during the year under review. A
report on CSR pursuant to Section 135 of the Act and Rules made thereunder is annexed
herewith as Annexure-D.
24. ANNUAL RETURN:
The Annual Return as required under Section 92 and Section 134 the
Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is
available on the Company's website at https://www. moldtekengineering.com/
25. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The particulars relating to
conservation of energy, research and development, technology absorption, foreign exchange
earnings and outgo, as required to be disclosed under the Companies Act, 2013 are enclosed
to this report. Kindly refer to Annexure-E.
26. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:
Disclosures pertaining to remuneration and other details as
required under Section 197(12), read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are given in Annexure-F which forms part of this
Report. The statement containing particulars of employees pursuant to Section 197 of the
Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not being sent to the Members along with this Annual
Report in accordance with the provisions of Section 136 of the Act. Copies of the said
statement are available at the registered office of the Company during the designated
working hours from 21 days before the AGM till the date of the AGM. Any member interested
in receiving the said statement may write to the Company Secretary, stating their Folio
No./DPID & Client ID.
27. PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the
meaning of Section 73 or 74 of the Companies Act, 2013 during the Financial Year 2024-25
and as such, no amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
28. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the board of directors, to
the best of their knowledge and ability, confirm that: a) in the preparation of the
annual accounts, the applicable accounting standards have been followed and there are no
material departures; b) 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; c) they have taken
proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities; d) they have prepared
the annual accounts on a going concern basis; e) they have laid down internal
financial controls to be followed by the company and such internal financial controls are
adequate and operating effectively; f) they have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
29. MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to the provisions of Regulation 34 read with Schedule V of
the SEBI Listing Regulations, a report on Management Discussion & Analysis is enclosed
to this report. Kindly refer to Annexure-G.
30. AUDITORS: a) Statutory Auditors:
At the 38th (Thirty Eighth) Annual General Meeting (AGM)
held on 30th September, 2022, the members had approved the appointment of M/s.
Praturi & Sriram, Chartered Accountants, (Firm Registration Number 0027395) as the
Statutory Auditors of the Company to hold office for a period of five years from the
conclusion of that AGM till the conclusion of the 43rd (Forty Third) AGM. b)
Secretarial Auditor: Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and amended Regulation 24A of the SEBI Listing Regulations, the
Board has, based on the recommendation of Audit Committee approved the appointment of Mr.
Ashish Kumar Gaggar, Practicing Company Secretary (Membership No. FCS 6687), a peer
reviewed practicing company secretary as Secretarial Auditor of the Company for a period
of five years, i.e., from 1st April, 2025 to 31st March, 2030,
subject to approval of the Shareholders of the Company at the ensuing AGM. c) Internal
Auditors: The Board has appointed M/s. M. Anandam & Co., Chartered Accountants as
internal auditors of the Company with effect from 31st October, 2022. The said
Internal Audit Report does not contain any qualification, reservations, adverse remarks or
disclaimer.
31. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT: a)
Statutory Auditor's Report: The Notes on financial statements referred to in
the Auditors' Report are self-explanatory and do not call for any further comments.
The Auditors' Report does not contain any qualification, reservation, adverse remark
or disclaimer The Report is enclosed to the financial statements in this Annual Report. b)
Secretarial Auditor Report: The Company has undertaken an audit for the Financial
Year 2024-25 as required under the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015. The Secretarial Auditor Report for Financial Year 2024-25 does not contain any
qualification, reservation or adverse remark. The Secretarial Audit Report for the
financial year ended 31st March, 2025 is enclosed to this Report. c) Instances
of fraud reported by the Auditors: During the year under review, the statutory
auditors and the secretarial auditor have not reported any instances of frauds committed
in the Company by its Officers or Employees under section 143(12) of the Act to the
Central Government or the Audit Committee under section 143(12) of the Companies Act.
d) Annual Secretarial Compliance Report:
The Annual Secretarial Compliance Report for the Financial Year
2024-25 for all applicable compliance as per the Securities and Exchange Board of India
Regulations and Circulars/Guidelines issued thereunder has been duly obtained by the
Company.
The Annual Secretarial Compliance Report issued by Mr. Ashish Gaggar,
practicing company secretary for the financial year ended 31st March, 2025 has
been submitted to the Stock Exchanges within 60 days of the end of the Financial Year and
forms part of this Report.
32. SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY: As on
31st March, 2025, the Company does not have a material unlisted subsidiary,
incorporated in India, 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
2024-25.
33. CODE FOR PREVENTION OF INSIDER TRADING:
The Company adopted a Code of Conduct to Regulate, Monitor and
Report Trading by Designated Persons and their Immediate Relatives pursuant the Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code
of Conduct also includes code of practices and procedures for fair disclosure of
unpublished price sensitive information and has been made available on the Company's
website at https:// www.moldtekengineering.com/ The Company is maintaining Structured
Digital Database (SDD'), for monitoring the dealings in the securities of the
Company by the promoters, directors and designated persons including immediate relative
and also to keep record of the persons with whom the unpublished price sensitive
information of the Company has been shared internally or externally until it becomes
public.
34. INDIAN ACCOUNTING STANDARDS (IND AS):
The Company has adopted Indian Accounting Standards (Ind AS) with
effect from April 01, 2017 pursuant to Ministry of Corporate Affairs' notification of
the Companies (Indian Accounting Standards) Rules, 2015. The standalone and consolidated
financial statements of the Company, forming part of the Annual Report, have been prepared
and presented in accordance with all the material aspects of the Indian Accounting
Standards (Ind AS') as notified under Section 133 of the Companies Act 2013
read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate
Affairs (MCA') and Regulation 33 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and
relevant amendment rules issued thereafter and guidelines issued by the Securities
Exchange Board of India ("SEBI"). There was no revision of Financial Statements
(Standalone & Consolidated) and Board Reports during the year under review.
35. STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS: In terms of
Section 118(10) of the Companies Act, 2013, the Company complies with Secretarial
Standards I and II, relating to the Meetings of the Board of Directors' and
General Meetings', respectively as issued by the Institute of Company
Secretaries of India ("ICSI") and approved by the Central Government.
36. COST RECORDS AND COST AUDIT:
Maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Act are not applicable for the
business activities carried out by the Company.
37. LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN
WHICH DIRECTORS ARE INTERESTED: The information as required to be provided under
Schedule V Para C clause 10 (m) of the SEBI Listing Regulations forms part of the report
on Corporate Governance enclosed to the Annual Report.
38. DETAILS OF MATERIAL SUBSIDIARIES OF THE LISTED ENTITY: The
information as required to be provided under Schedule V Para C clause 10 (n) of the SEBI
Listing Regulations forms part of the report on Corporate Governance enclosed to the
Annual Report.
39. ADEQUACY OF INTERNAL FINANCIAL CONTROLS: 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.
Details in respect of adequacy on internal financial controls
concerning the Financial Statements are stated in the Management Discussion and Analysis
Section which forms part of this Annual Report.
40. INVESTOR RELATIONSHIP:
Investor relations are a critical function within a company that
focuses on building and maintaining relationships with its investors and stakeholders. It
serves as the bridge between the Company's management team and its shareholders,
analysts, and the broader investment community. The primary goal of investor relations is
to effectively communicate the Company's financial performance, strategic direction,
and key developments to the investment community. Investor relations activities play a
vital role in managing the flow of information between the Company and its investors. This
disseminates accurate and timely information, such as financial reports, earnings
releases, and regulatory filings, to ensure transparency and compliance. The
Company's officials participate in investor conferences and earnings calls, where
they provide updates on the Company's performance and address questions and concerns
from investors. Another crucial aspect of investor relations is building and maintaining
relationships with shareholders and analysts. Overall, investor relations is a critical
function that helps companies establish and maintain productive relationships with their
investors and the broader investment community and also contribute to enhancing the
Company's reputation, maximizing shareholder value and supporting its long-term
growth objectives.
41. HUMAN RESOURCES AND INDUSTRIAL RELATIONS: The Company
takes pride in the commitment, competence and dedication shown by its employees in all
areas of business. The company ensures that it provides a harmonious and cordial working
environment to all its employees. To ensure good human resources management, the Company
focused on all aspects of the employee lifecycle. This provides a holistic experience for
the employee as well. During their tenure at the Company, employees are motivated through
various skill- development programs, engagement and volunteering programs. The Company has
put in continued efforts in building capabilities of Human Resources with adoption of
specific and targeted interventions. The Company has a structured induction process at all
locations and management development programs to upgrade skills of managers. Objective
appraisal systems based on Key Result Areas are in place for all employees.
The Company is committed to nurture, enhance and retain talent through
superior Learning & Organizational Development.
42. CYBER SECURITY INCIDENTS OR BREACHES OR LOSS OF DATA OR DOCUMENTS: There
were no such incidents occurred during the Financial Year 2024-25.
43. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016: During
the year under review, there were no proceedings that were filed by the Company or against
the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended,
before National Company Law Tribunal or other Courts.
44. CORPORATE GOVERNANCE:
The Company will continue to uphold the true spirit of Corporate
Governance and implement the best governance practices. A report on Corporate Governance
pursuant to the provisions of Corporate Governance Code stipulated under the SEBI Listing
Regulations forms part of the Annual Report.
Full details of the various board committees are also provided therein
along with Auditors' Certificate regarding compliance of conditions of corporate
governance.
45. SIGNIFICANT AND MATERIAL ORDERS:
There are no orders passed by the regulators/courts/ tribunals
impacting the going concern status and Company's operations in future.
46. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY: There are no material changes and commitments, affecting the
financial position of the Company which has occurred between the close of the Financial
Year as on 31st March, 2025 to which the Financial Statement relate and the
date of this Report.
47. CEO/CFO CERTIFICATION:
The Chief Executive Officer (CEO) and Chief Financial Officer (CFO)
have certified to the Board in accordance with Regulation 17(8) of the SEBI LODR
pertaining to CEO/CFO certification for the year ended 31st March, 2025. Kindly
refer to Annexure-H.
48. RISK MANAGEMENT:
The Company has established a Risk Management Policy, including a Risk
Assessment and Minimization Procedure, aimed at identifying and addressing various risks
associated with its business operations. The Board of Directors and Senior Management
periodically review this policy and implement appropriate measures to mitigate identified
risks. Based on the current evaluation, the Board is of the opinion that there are no
risks which threaten the continued existence of the Company. Nevertheless, certain
inherent risks, typical of the industry in which the Company operates, are discussed in
detail in the Management Discussion and Analysis section of this Report. Furthermore, the
Company has taken comprehensive insurance coverage to safeguard its assets and manage
potential risks effectively.
49. RISK MANAGEMENT POLICY:
In terms of the requirement of Section 134(3)(n) of the Companies
Act, 2013 and Regulation 21 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has developed and implemented
the Risk Management Policy. The Audit Committee has additional oversight in the area of
financial risks and controls. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. The development
and implementation of risk management policy has been covered in the management discussion
and analysis, which forms part of this report. At present the Company has not identified
any element of risk which may threaten the existence of the company.
50. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: The Company has not made any
such valuation during the financial year 2024-25.
51. WEB-LINKS OF VARIOUS POLICIES:
The various policies adopted by the Company can be found at
web-link: https://www.moldtekengineering. com/investors/
52. PARTICULARS RELATING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH): In accordance with the
provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (POSH Act'), the Company has put in place a Policy on
Prevention of Sexual Harassment of women at Workplace. The Company has constituted
Internal Complaints Committee in accordance with the provisions of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
made thereunder.
There are no pending complaints either at the beginning or at end of
the financial year. The following is the summary of the complaints received and disposed
off during the financial year 2024-25 are as follows: a) Number of complaints filed during
the financial year 2024-25: Nil b) Number of complaints disposed off during the financial
year 2024-25: Nil c) Number of complaints pending as on end of the financial year 2024-25:
Nil
53. MATERNITY BENIFIT:
Your Company is in compliance of the Maternity Benefit Act, 1961.
54. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
Pursuant to applicable provisions of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), all unpaid or unclaimed dividends that are required to be
transferred by the Company to the Investor Education and Protection Fund ("IEPF"
or "Fund") established by the Central Government, after completion of seven
years from the date of the declaration of dividend are transferred to IEPF. Further,
according to the Rules, the shares in respect of which dividend has not been paid or
claimed by the shareholders for seven consecutive years or more are also transferred to
the demat account of the IEPF Authority.
The Company had sent individual notices and advertised in the
newspapers seeking action from the shareholders who have not claimed their dividends for
seven consecutive years or more. Thereafter, the Company transferred such unpaid or
unclaimed dividends and corresponding shares to IEPF.
During the financial year 2024-25, pursuant to provision of Section 124
of the Act, the Company has transferred a sum of ` 2,73,206.40/- to the IEPF, the amount
of dividend which was unclaimed/ unpaid for a period of seven years, declared for the
financial year 2016-17. During the financial year 2024-25, the Company has transferred
23,250 shares in respect of which dividend has not been paid or claimed for seven
consecutive years or more pursuant to Section 124 of the Act to the IEPF.
Shareholders/claimants whose shares or unclaimed dividend, have been transferred to the
IEPF may claim those dividends and shares from the IEPF Authority by complying with
prescribed procedure and filing the e-Form IEPF-5 online with MCA portal.
The dividend declared for the financial year ended 31 March 2018 and
which remains unpaid/ unclaimed is due to be transferred to IEPF within statutory
timelines, upon expiry of the period of seven years.
Further the shares in respect of which dividend has not been paid or
claimed for seven consecutive years will also be transferred to IEPF. Shareholders are
requested to ensure that they claim the unpaid dividends referred to above before the
dividend and shares are transferred to the IEPF pursuant to the provision of Section 124
of the Act.
55. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation for the
commitment extended by the employees of the Company and its Subsidiary during the year.
Further, the Directors also wish to place on record the support which the Company has
received from its promoters, shareholders, bankers, business associates, vendors,
government(s) and clients/customers of the Company.
Form AOC-1
[Pursuant to first proviso to sub-section (3) of section 129 read with
rule 5 of Companies (Accounts) Rules, 2014]
Statement containing salient features of the Financial Statement of
Subsidiaries or Associate Companies or Joint Ventures Part A: Subsidiaries
Information in respect of each subsidiary to be presented with amounts
in ` lakhs
S.No. |
Particular |
Details |
1. |
Name of the Subsidiary |
Mold-Tek Technologies Inc. |
2. |
The date since when subsidiary was Acquired |
12th February, 2009 |
3. |
Reporting period for the subsidiary
concerned, if different from the holding |
NA |
|
company's reporting period. |
|
4. |
Country |
United States of America |
5. |
Reporting currency and Exchange rate as on
the last date of the relevant Financial |
USD & Exchange rate taken as |
|
year in the case of foreign subsidiaries. |
` 85.58 per $ |
6. |
Share capital |
34.30 |
7. |
Reserves and surplus |
248.60 |
8. |
Total assets |
2,275.70 |
9. |
Total Liabilities |
1,992.80 |
10. |
Investments |
Nil |
11. |
Turnover |
13,064.75 |
12. |
Profit before taxation |
31.03 |
13. |
Provision for taxation |
1.53 |
14. |
Profit after taxation |
29.50 |
15. |
Proposed Dividend |
Nil |
16. |
Extent of shareholding (in percentage) |
100% |
Notes: The following information shall be furnished at the end of
the statement:
1. Names of subsidiaries which are yet to commence operations : Not
Applicable
2. Names of subsidiaries which have been liquidated or sold during the
year : Not Applicable
DISCLOSURE IN RELATION TO MTTL EMPLOYEE STOCK OPTION SCHEME - 2016
[Pursuant to Regulation 14 read with Part F of Schedule I of the SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB
Regulations") and Section 62(1)(b) of the Companies Act, 2013 read with the Companies
(Share Capital and Debentures) Rules, 2014] All the relevant details of the Company's
Employee Stock Option Scheme are provided below and are also available on website of the
Company at https://www.moldtekengineering.com/investors/
(A) Relevant disclosures in terms of the Accounting Standards
prescribed by the Central Government and Section 133 of the Companies Act, 2013 including
the Guidance note on accounting for employee share based payments' issued in
that regard from time to time:
Refer Note No. 39 forming part of the standalone financial statements
and Note No. 39 of the consolidated financial statements for the financial year 2024-25.
Please note that the said disclosure is provided in accordance with Indian Accounting
Standards (Ind AS) 102 Share Based Payment.
(B) Diluted EPS on issue of shares pursuant to all the schemes covered
under the Regulations shall be disclosed in accordance with Indian Accounting
Standard 33 - Earnings Per Share' issued by the Central Government or any other
relevant Accounting Standards as issued from time to time: Refer Note No. 37 forming
part of the standalone financial statements and Note No. 37 of the consolidated financial
statements for the financial year 2024-25. Please note that the said disclosure is
provided in accordance with Indian Accounting Standards (Ind AS) 33 Earnings per
share.
(C) Details related to MTTL Employee Stock Option Scheme 2016
(MTTL ESOS-2016): (i) General terms and conditions of MTTL ESOS-2016:
Sr.No. |
Particulars |
Details of MTTL ESOS-2016 |
1. |
Date of shareholders' approval |
19th September, 2016 |
2. |
Total number of options approved |
10,00,000 Stock Options |
3. |
Vesting requirements |
Commences at the expiry of one year from the
date of grant. |
|
|
The vesting will be in accordance with the
MTTL ESOS-2016 and SEBI |
|
|
(SBEB & SE) Regulations, 2021 as in
effect from time to time. |
4. |
Exercise price or pricing formula |
Exercise price for the purpose of the grant
of options shall be the price |
|
|
as reduced up to 50% of the closing market
price of the equity shares of |
|
|
the company available on the Stock Exchange
on which the shares of the |
|
|
company are listed, on the date immediately
preceding the Grant Date, |
|
|
subject to minimum of the face value of
Equity Share. If equity shares are |
|
|
listed on more than one stock exchange, then
the closing price on the |
|
|
stock exchange having higher trading volume
shall be considered at the |
|
|
closing market price. |
5. |
Maximum term of options granted |
3 Years |
6. |
Source of shares (primary, secondary |
Primary |
|
or combination) |
|
7. |
Variation of terms of options |
Nil |
(ii) Method used to account for ESOS: Fair Value Method
(iii) Where the company opts for expensing of the options using the
intrinsic value of the options, the difference between the employee compensation cost so
computed and the employee compensation cost that shall have been recognized if it had used
the fair value of the options shall be disclosed. The impact of this difference on profits
and on EPS of the company shall also be disclosed: Not Applicable
(iv) Option movement during the year:
Sr.No. |
Particulars |
Details |
1. |
Number of options outstanding at the
beginning of the period |
4,50,371 |
2. |
Number of options granted during the year |
Nil |
3. |
Number of options forfeited / lapsed during
the Year |
*6,750 |
4. |
Number of options vested during the year |
1,73,998 |
5. |
Number of options exercised during the year |
1,73,398 |
6. |
Number of shares arising as a result of
exercise of options |
1,73,398 |
7. |
Money realized by exercise of options (`),
if scheme is implemented directly by the company |
` 1,17,91,064 |
8. |
Loan repaid by the Trust during the year
from exercise price received |
NA |
9. |
Number of options outstanding at the end of
the Year |
2,70,223 |
10. |
Number of options exercisable at the end of
the year |
Nil |
*6,150 no. of options lapsed due to resignation of employees (not
vested and lapsed) and 600 no. of options lapsed due to non-exercise of options by the
employees (vested but not exercised and thus lapsed). Hence, the total no. of options
lapsed is 6,750.
(v) Weighted-average exercise price and weighted-average fair values of
options shall be disclosed separately for options whose exercise price either equals or
exceeds or is less than the market price of the stock: Not Applicable.
(vi) Employee wise details of options granted to: a) Senior Management:
|
|
|
Number of Options Granted |
|
Sr.No. |
Name |
Designation |
|
Exercise Price (`) |
|
|
|
during the year |
|
1. |
K.V.V. Prasad Raju |
Chief Executive Officer |
6,000 |
68.00 |
b) any other employee who receives a grant in any one year of option
amounting to 5% or more of option granted during that year:
Sr.No. |
Name |
Designation |
Number of Options Granted |
Exercise Price (`) |
|
|
Nil |
|
|
c) Identified employees who were granted option, during any one year,
equal to or exceeding 1% of the issued capital (excluding outstanding warrants and
conversions) of the company at the time of grant:
Sr.No. |
Name |
Designation |
Number of Options Granted |
Exercise Price (`) |
|
|
Nil |
|
|
(vii) A description of the method and significant assumptions used
during the year to estimate the fair value of options including the following information:
a) the weighted-average values of share price, exercise price, expected volatility,
expected option life, expected dividends, the risk-free interest rate and any other inputs
to the model: Not Applicable b) the method used and the assumptions made to incorporate
the effects of expected early exercise: Not Applicable. c) how expected volatility was
determined, including an explanation of the extent to which expected volatility was based
on historical volatility: Not Applicable. d) whether and how any other features of the
options granted were incorporated into the measurement of fair value, such as a market
condition: Not Applicable.
(viii) Disclosures in respect of grants made in three years prior to
IPO under each ESOS: Not Applicable
Note: There is no change in the MTTL ESOS-2016 Scheme since its
implementation and the MTTL ESOS-2016 Scheme is in compliance with the SEBI (SBEB &
SE) Regulations, 2021.
ANNEXURE - C
FORM NO. AOC - 2
[Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014]
Form for Disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub section (1) of section 188 of
the Companies Act, 2013, including certain arm's length transaction under third
proviso thereto.
1. Details of contracts or arrangements or transactions not at
Arm's length basis:
The company has not entered into any contract or arrangement or
transaction with its related parties which is not at arm's length during financial
year 2024-25.
2. Details of material contracts or arrangements or transactions at
Arm's length basis:
S. No.1 |
Particulars |
Details |
a) |
Name (s) of the related party & nature
of relationship |
Mold-Tek Technologies Inc., USA |
|
|
Wholly Owned Subsidiary |
b) |
Nature of contracts/arrangements/
transaction |
Sale/Supply of Services |
c) |
Duration of the contracts/ arrangements/
transaction |
The transactions are ongoing and existing
prior to |
|
|
commencement of the Companies Act, 2013 |
d) |
Salient terms of the contracts or
arrangements or |
Engineering Services rendered for the year
2024-25 |
|
transactions including the value, if any |
amounting to ` 11,372.21 Lakhs |
e) |
Date of approval by the Board, if any |
Not applicable as these are at arms'
length basis and in |
|
|
the ordinary course of the business. |
f) |
Amount paid as advances, if any |
Nil |
S. No.2 |
Particulars |
Details |
a) |
Name (s) of the related party & nature
of relationship |
Mr. PSN Vamsi Prasad |
|
|
Son-in-law of Mr. J Lakshmana Rao, Chairman
and |
|
|
Managing Director & Mrs. J Sudha Rani,
Whole-Time |
|
|
Director |
b) |
Nature of contracts/arrangements/
transaction |
Employee - Office of Place of Profit |
c) |
Duration of the contracts/
arrangements/transaction |
Employment relationship |
d) |
Salient terms of the contracts or
arrangements or |
Salary paid during the FY 2024-25 is ` 64.42
Lakhs |
|
transaction including the value, if any |
|
e) |
Date of approval by the Board |
Dates of Approval by the Board: 31.08.2019
& |
|
|
02.09.2021 |
|
|
Dates of Approval by Members/ Shareholders: |
|
|
30.09.2019 & 30.09.2021 |
f) |
Amount paid as advances, if any |
Nil |
S. No.3 |
Particulars |
Details |
a) |
Name (s) of the related party & nature
of relationship |
Mrs. J. Sathya Sravya |
|
|
Daughter of Mr. J Lakshmana Rao, Chairman
and |
|
|
Managing Director & Mrs. J. Sudha Rani,
Whole-Time |
|
|
Director |
b) |
Nature of contracts/arrangements/
transaction |
Vice President in Mold-Tek Technologies Inc.
(USA), a |
|
|
Wholly Owned Subsidiary of the Company,
Deemed to |
|
|
be an Office or Place of Profit |
c) |
Duration of the contracts/
arrangements/transaction |
Employment relationship |
d) |
Salient terms of the contracts or
arrangements or |
Salary paid during the FY 2024-25 is ` 19.52
Lakhs |
|
transaction including the value, if any |
|
e) |
Date of approval by the Board |
Dates of Approval by the Board: 29.08.2024 |
f) |
Amount paid as advances, if any |
Nil |
ANNEXURE D
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
[Pursuant to Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended]
1. A Brief outline on the Company' s Corporate Social
Responsibility ("CSR") Policy:
Mold-Tek Technologies Limited is committed to improve the lives of
the society in which it operates. The Company believes in "looking beyond
business" and strives to create a positive impact on the communities it serves and on
the environment. The Company is committed not just to profits, but also towards leaving a
deeper imprint on the society as a whole. We understand that there is a need to strike a
balance between the overall objectives of achieving corporate excellence visa-vis the
company's responsibilities towards the community.
2. The Composition of the CSR Committee:
Sl. No. Name of the
Director |
Designation/Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1. Mr. Lakshmana Rao
Janumahanti |
Chairman, Managing Director |
2 |
2 |
2. Mr. Subramanyam Adivishnu |
Member, Non-Executive
Director |
2 |
1 |
3. Mr. Venkateswara Rao
Pattabhi |
Member, Non-Executive
Director |
2 |
2 |
4. Mr. Sobhana Chalam
Kesaboina |
Member, Independent Director |
2 |
2 |
3. Web link where Composition of CSR committee, CSR Policy and CSR
projects approved by the Board are disclosed on the website of the Company: The
details can be found at: https://www.moldtekengineering.com/investors/
4. Details of Impact assessment of CSR projects carried out in
pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility
Policy) Rules, 2014, if applicable (attach the report) : Not applicable
5. (a) Average net profit of the company as per sub-section (5) of
section 135:
CSR Computation for FY 2024 -25 (Amount in `)
Particulars |
FY 2021-22 |
FY 2022-23 |
FY 2023-24 |
Net profit for deciding the CSR criteria |
18,21,39,161 |
40,23,81,577 |
39,78,67,194 |
Average Profit for preceding 3 years |
|
|
32,74,62,644 |
CSR @2% |
|
|
65,49,253 |
(b) Two percent of average net profit of the company sub-section (5) of
section 135: ` 65,49,253 (c) Surplus arising out of the CSR projects or
programs or activities of the previous financial years: Nil (d) Amount required to
be set off for the financial year, if any: Nil (e) Total CSR obligation for the
financial year (5b+5c-5d): ` 65,49,253
6. (a) Amount spent on CSR Projects (both Ongoing Project and other
than Ongoing Project):
The details of the amount spent on CSR Projects is detailed below
for Ongoing Projects and other than Ongoing Projects respectively: (i) Details of CSR
amount spent against ongoing projects for the financial year: Nil
(ii) Details of CSR amount spent against other than ongoing projects
for the financial year:
(1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
Sl. No. Name of the
Project |
Item from the list of
activities in Schedule |
Local area (Yes/ |
Location of
the project |
Amount spent for the
project |
Mode of imple- menta- tion
- |
Mode of
implementation - Through implementing agency |
|
VII to the Act |
No) |
State |
District |
(in `) |
Direct (Yes/No) |
Name |
CSR registration number |
1. Promoting Education in
collaboration with United Way of Hyderabad Implementing Agency |
Item No. (ii) of the
Schedule VII |
Yes |
Telangana, Andhra Pradesh,
Maharastra |
NA |
33,98,500 |
No |
United Way of Hyderabad |
CSR00001263 |
2. Promoting Education in
collaboration with M. Venkatarangaiya Foundation Implementing Agency |
Item No. (ii) of the
Schedule VII |
Yes |
Telangana, Andhra Pradesh,
Karnataka |
NA |
31,50,753 |
No |
M. Venkata- rangaiya
Foundation |
CSR00011382 |
|
Total |
|
|
|
65,49,253 |
|
|
|
(b) Amount spent in Administrative Overheads: Nil
(c) Amount spent on Impact Assessment, if applicable: Not Applicable
(d) Total amount spent for the Financial Year [6(a)+6(b)+6(c)]: ` 65,49,253 (e) CSR
amount spent or unspent for the Financial Year:
|
|
Amount Unspent (in `) |
|
|
Total Amount Spent for the
Financial Year 2024-25 (in `) |
Total Amount
transferred to Unspent CSR Account as per subsection (6) of section 135 |
Amount
transferred to any fund specified under Schedule VII as per second proviso to sub-section
(5) of section 135 |
|
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
65,49,253 |
Nil |
NA |
NA |
NIL |
NA |
(f) Details of excess amount for set off, if any: Nil
7. Details of Unspent CSR amount for the preceding three financial
years:
Preced- ing Fi- nancial
Year |
Amount transferred to
Unspent CSR Account under sec- |
Amount in Unspent CSR
Account under subsection (6) of section |
Amount spent in the
reporting Financial |
Amount
transferred to any fund specified under Schedule VII as per section 135(5), if any |
Amount re- maining to be
spent in Succeeding financial |
Defi- ciency, if any |
|
tion 135 (6) (in `) |
135 (in `) |
Year (in `) |
Name of the Fund |
Amount (in `) |
Date of transfer |
Years (in `) |
|
2023-24 |
Nil |
Nil |
Nil |
- |
- |
- |
Nil |
NA |
2022-23 |
Nil |
Nil |
Nil |
- |
- |
- |
Nil |
NA |
2021-22 |
Nil |
Nil |
Nil |
- |
- |
- |
Nil |
NA |
Total |
Nil |
Nil |
Nil |
|
- |
|
Nil |
|
8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year: No
9. Specify the reason(s), if the company has failed to spend two
per cent of the average net profit as per section 135(5): NA
Your directors state that the Company has spent an amount of `
65,49,253/- so disbursed for the Corporate Social Responsibility activities of the Company
for the Financial Year 2024-25 and therefore disclosing the reasons for not spending the
prescribed CSR expenditure is not applicable.
Annexure - E
[Pursuant to Section 134 (3) (m) of The Companies Act, 2013 read with
Rule 8 (3) of The Companies (Accounts) Rules, 2014] (A) Conservation of energy-
Your Company continues to be conscious of the environmental impact on
the business and continues to improve on its fuel efficiency through various initiatives
in this area.
Energy conservation is a very important part of energy planning and its
management. This not only saves energy resources for future but also avoids wasteful
utilization of energy. Energy conservation initiatives provide solution to the energy
crisis, environmental degradation and pollution.
In the short run, the only solution to the growing energy deficit is to
facilitate good energy saving measures through conservation of power, fuel and water. As
industries are the major gutters/ consumers of these resources, the onus should lie on the
industrial sector to limit &minimize its demand for energy. The need of the hour is to
conserve and preserve the energy resources for future of the mankind.
Steps taken for conservation of energy
Monitoring and analysis of energy consumption on periodic
basis;
Replacement of conventional tubes and bulbs with LED;
Monitoring, benchmarking and selection of energy intensive equipment
only;
Share and implement best energy saving practices.
Steps taken by the company for utilizing alternate sources of energy:
Nil
Capital investment on energy conservation equipment: No direct
identifiable investment pertaining to conservation of energy was done during the year.
Hence the amount of investment cannot be directly measured.
(B) Technology absorption-
Specific Areas in which R&D was carried
out by the Company |
Nil |
Benefits derived as a result of the above |
Nil |
Future plan of Action |
Company is in the process of taking
appropriate measures |
|
in this regard |
Expenditure on R&D |
Nil |
(C) Foreign exchange earnings and Outgo- ` in lakhs
|
2024-25 |
2023-24 |
FOB value of exports |
|
|
- Engineering Services |
12,880.98 |
14,617.23 |
Foreign Exchange Earnings |
15,643.50 |
13,645.93 |
Foreign Exchange Outgo |
0 |
26.12 |
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual outflows.
ANNEXURE - F PARTICULARS OF EMPLOYEES
Disclosure under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
I. Disclosures as per Rule 5(1): a. The ratio of remuneration of each director to the
median remuneration of the employees of the Company for the financial year 2024-25:
|
|
|
Ratio to median |
Name of the Director |
DIN |
Designation |
|
|
|
|
remuneration |
Executive Directors |
|
|
|
J. Lakshmana Rao |
00649702 |
Chairman & Managing Director |
19.14 |
J. Sudharani |
02348322 |
Whole-Time Director |
24.63 |
Non-Executive/ Independent Directors |
|
|
|
A. Subramanyam |
00654046 |
Non-Executive Director |
- |
P. Venkateswara Rao |
01254851 |
Non-Executive Director |
- |
J. Bhujanga Rao |
08132541 |
Non-Executive Director |
- |
Dr. K.V. Appa Rao* |
01741020 |
Independent Director |
- |
C. Vasant Kumar Roy** |
01102102 |
Independent Director |
- |
T.N. Dhanraj Tirumala |
01411541 |
Independent Director |
- |
K. Sobhana Chalam |
08715430 |
Independent Director |
- |
V.R. Madhuri Viswanadham |
08715322 |
Independent Director |
- |
P. Ramnath # |
03625336 |
Independent Director |
- |
I. Eswara Rao $ |
08132183 |
Independent Director |
- |
* Mr. K. Venkata Appa Rao retired on account of Completion of tenure on
29th September, 2024. ** Mr. C. Vasant Kumar Roy retired on account of
Completion of tenure on 29th September, 2024. # Mr. P. Ramnath was appointed as
an Independent Director on 21st August, 2024. $ Mr. I. Eswara Rao was appointed
as an Independent Director on 21st August, 2024 b. The percentage increase
in remuneration of each Director, Chief Executive Officer, Chief Financial Officer,
Company Secretary in the financial year 2024-25:
|
|
% Increase in remuneration in |
Name |
Designation |
|
|
|
the financial year |
J. Lakshmana Rao |
Chairman & Managing Director |
28.24%*** |
J. Sudharani |
Whole-Time Director |
1.58% |
A. Subramanyam |
Non-Executive Director |
NA |
P. Venkateswara Rao |
Non-Executive Director |
NA |
J. Bhujanga Rao |
Non-Executive Director |
NA |
Dr. K.V. Appa Rao* |
Independent Director |
NA |
C. Vasant Kumar Roy** |
Independent Director |
NA |
T.N. Dhanraj Tirumala |
Independent Director |
NA |
K. Sobhana Chalam |
Independent Director |
NA |
|
|
% Increase in remuneration in |
Name |
Designation |
|
|
|
the financial year |
V.R. Madhuri Viswanadham |
Independent Director |
NA |
P. Ramnath # |
Independent Director |
NA |
I. Eswara Rao $ |
Independent Director |
NA |
K.V.V. Prasad Raju |
Chief Executive Officer |
NA |
D. Sarvesh |
Chief Financial Officer |
NA |
T. Vikram Singh |
Company Secretary |
43.00% |
* Mr. K. Venkata Appa Rao retired on account of Completion of tenure on
29th September, 2024. ** Mr. C. Vasant Kumar Roy retired on account of
Completion of tenure on 29th September, 2024.
*** The Increase in remuneration is due to less perquisites
availed in last Financial Year 2023-24 compared to Current Financial Year 2024-25 $
Mr. I. Eswara Rao was appointed as an Independent Director on 21st August,
2024.
# Mr. P. Ramnath was appointed as an Independent Director on 21st
August, 2024. c. The percentage increase/(decrease) in the median remuneration of
employees in the financial year 2024-25:
+12.76 % d. The Number of permanent employees on the rolls of the
Company as on 31st March 2025:- 1174 e. Average percentile increase
already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration: The aggregate remuneration
of employees excluding managerial personnel has increased by 10.5% over the previous
financial year whereas the aggregate remuneration for KMPs increased by 8.77% over the
previous financial year. This was based on the recommendation of the Nomination and
Remuneration Committee to revise the remuneration as per industry benchmarks. There was no
exceptional circumstance or increase for managerial personnel in the last financial year. f.
Affirmation that the remuneration is as per the remuneration policy of the Company: The
Company affirms remuneration is as per the remuneration policy of the Company. g. The
key parameters for any variable component of remuneration availed by the executive
directors: As per the resolution passed by the shareholders in the Annual General
Meetings.