Mold-Tek Technologies Ltd

NOTICE is hereby given that the 29th Annual General Meeting of the Members of MOLD-TEK TECHNOLOGIES LIMITED will be held on Friday, 20th day of September, 2013 at 11.00 a.m. at Best Western Jubilee Ridge, Plot No.38 & 39, Kavuri hills, Road No.36, Jubilee Hills, Hyderabad - 500033 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet as on 31st March, 2013 and Statement of Profit and Loss Account for the period ended 31st March, 2013 and the Report of the Directors and Auditors thereon.

2. To declare dividend on equity shares for the year ended 31st March, 2013.

3. To appoint a Director in place of M. Srinivas, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a Director in place of P. Shyam Sunder, who retires by rotation and being eligible, offers himself for re-appointment.

5. To appoint a Director in place of Dr. Surya Prakash Gulla, who retires by rotation and being eligible, offers himself for re-appointment.

6. To appoint Messrs. Praturi & Sriram, Chartered Accountants, Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to authorise the Board to fix their remuneration.

SPECIAL BUSINESS

7. To consider and, if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution:

"RESOLVED THAT in modification to the resolution passed by the Members of the Company at the 26th Annual General Meeting held on 30th September, 2010 and subject to the approval of Central Government, if required, and pursuant to the provisions of Sections 198, 269, 309 and other applicable provisions, if any, of the Companies Act, 1956 read with Schedule Rs. III of the said Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), consent of the Company be and is hereby accorded towards the re-appointment of J. Lakshmana Rao, Chairman & Managing Director of the Company for a period of 5 years from 1st April, 2014 up to 31st March, 2019 and increase of remuneration to J. Lakshmana Rao, Chairman & Managing Director of the Company to Rs. 6,33,000 per month plus perquisites for the period from 1st October, 2013 to 30th September, 2016 in the following manner to be drawn either from Mold-Tek Packaging Limited or from Mold-Tek Technologies Limited or partly from Mold-Tek Packaging Limited and remaining from Mold-Tek Technologies Limited.

i. Salary

The Company shall pay to J. Lakshmana Rao in consideration of the performance of his duties a salary of Rs. 6,33,000 per month, in the scale of Rs. 6,33,000 -1,00,000 - 8,33,000 to be drawn either from Mold-Tek Packaging Limited or from Mold-Tek Technologies Limited or partly from Mold-Tek Packaging Limited and remaining from Mold-Tek Technologies Limited.

ii. Perquisites & allowances

In addition to the above salary, J. Lakshmana Rao shall be entitled to perquisites and allowances like accommodation (furnished or otherwise) or house rent allowances in lieu thereof, reimbursement of expenses or allowance for gas, electricity, water, furnishing etc., medical reimbursement, leave travel allowances, club fee, stock options and such other perquisites and allowances under the Company's rules. The total cost of the aforesaid perquisites, allowances and other benefits (including Rent/HRA) shall be restricted to 50% of the salary per month.

iii. Commission

In addition to the salary and perquisites as above, J. Lakshmana Rao shall be entitled to commission at the rate of 1.50% of the net profits of the Company computed in the manner laid down under Section 309(5) of the Companies Act, 1956.

iv. Other benefits

In addition to the above salary and perquisites, J. Lakshmana Rao shall be entitled to the following annual benefits which shall not be included in the computation of the ceiling of remuneration specified in paragraph (1) and (2) above:

a. Provident and superannuation fund: The Company's contribution to the provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act. The said contribution will not be included in the computation of the ceiling on remuneration.

b. Gratuity: Gratuity payable shall not exceed one half month's salary for each completed year of services and will not be included in the computation of the ceiling on remuneration.

c. Leave encashment: Encashment of leave at the end of the tenure in accordance with the rules of the Company.

d. Provision of car and telephone: J. Lakshmana Rao shall be entitled to a motor car for use on Company's business and telephone at residence; however use of car for private purpose and personal long distance calls on telephone shall be billed by the Company to J. Lakshmana Rao.

e. J. Lakshmana Rao shall be entitled to reimbursement of entertainment expenses, traveling, boarding and lodging expenses actually and properly incurred for the business of the Company.

f. He will not be eligible for any sitting fees of the Company's board/ committee meetings.

"RESOLVED FURTHER THAT notwithstanding anything contained herein above, where, during the term of employment of the Managing Director, if in any financial year, the Company has no profits or its profits are inadequate, unless otherwise approved by any statutory authority, as may be required, the remuneration payable to the Managing Director including salary, perquisites and any other allowances shall be governed and be subject to the conditions and ceiling provided under the provisions of Section II of Part II of Schedule Rs. III to the Companies Act, 1956 or such other limits as may be prescribed by the government from time to time as minimum remuneration.

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as in its absolute discretion, it may consider necessary, expedient or desirable, and to settle any question, or doubt that may arise in relation thereto in order to give effect to the foregoing resolution, or as may be otherwise considered by it to be in the best interest of the Company.

"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter and vary such revised terms and conditions in accordance with the laws from time to time in force and to alter and vary such terms and conditions as may be approved by the central government without being required to seek the further approval of members within the limits as prescribed above and any action taken by the Board in this regard be and is hereby ratified and approved."

8. To consider and, if thought fit, to pass, with or without modifications, the following resolutions as a Special Resolution:

"RESOLVED THAT subject to the approval of Central Government, if required, pursuant to the provisions of Sections 316(2), 198, 269, 309 and other applicable provisions, if any of the Companies Act, 1956 read with Schedule Rs. III of the said Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), A. Subramanyam be and is hereby re-appointed as Wholetime Director (Director-Technical) for a period of five years with effect from 1st September, 2014 at a remuneration of 0.5% of the net profits of the Company computed in the manner laid down under Section 309(5) of the Companies Act, 1956.

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, matters and things as in its absolute discretion, it may consider necessary, expedient or desirable, and to settle any question, or doubt that may arise in relation thereto in order to give effect to the foregoing resolution, or as may be otherwise considered by it to be in the best interest of the Company."

9. To consider and, if thought fit, to pass, with or without modifications, the following resolutions as a Special Resolution:

"RESOLVED THAT subject to the approval of Central Government, if required, pursuant to the provisions of Sections 316(2), 198, 269, 309 and other applicable provisions, if any of the Companies Act, 1956 read with Schedule Rs. III of the said Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), P. Venkateswara Rao be and is hereby re-appointed as Wholetime Director (Director-Technical) for a period of five years with effect from 1st September, 2014 at a remuneration of 0.5% of the net profits of the Company computed in the manner laid down under Section 309(5) of the Companies Act, 1956.

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, matters and things as in its absolute discretion, it may consider necessary, expedient or desirable, and to settle any question, or doubt that may arise in relation thereto in order to give effect to the foregoing resolution, or as may be otherwise considered by it to be in the best interest of the Company."

10. To consider and, if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to Section 314 and other applicable provisions of the Companies Act, 1956, read with Director's Relatives (Office or Place of Profit) Rules, 2003, as amended from time to time, and all other applicable provisions, if any, of the Act, the consent/approval of the Company be and is hereby accorded to appoint

J. Rana Pratap as Corporate Manager - NBD, holding office of profit under the Company, he being a relative of J. Lakshmana Rao, Managing Director and J. Sudha Rani, Wholetime Director of the Company, with effect from 8th April, 2013 on a monthly remuneration not exceeding Rs. 2,45,000 p.m. including all perquisites.

"RESOLVED FURTHER THAT J. Rana Pratap, shall also be entitled for reimbursement of actual entertainment, traveling, boarding and lodging expenses incurred by him in connection with the Company's business.

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized and empowered as and when they may determine and deem fit and proper, to revise the above terms of remuneration and to promote/re-designate him to the higher grade(s)/scale(s) with all perquisites, usual allowances, incentives, facilities and benefits as applicable to such grade(s)/scale(s) within the limit of remuneration prescribed by the central government without requiring their prior approval for holding an office or place of profit in the Company from time to time under the applicable rules of Director's Relatives (Office or Place of Profit) Rules, 2003 read with Section 314 (IB) of the Companies Act, 1956."

11. To consider and, if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to Section 314 and other applicable provisions of the Companies Act, 1956, read with Director's Relatives (Office or Place of Profit) Rules, 2003, as amended from time to time, and all other applicable provisions, if any, of the Act, the consent/approval of the Company be and is hereby accorded to appoint

A. Durga Sundeep as Chief Manager - ITB, holding office of profit under the Company, he being a relative of A. Subramanyam, Wholetime Director of the Company, with effect from 8th April, 2013 on a monthly remuneration not exceeding Rs. 2,45,000 p.m. including all perquisites.

"RESOLVED FURTHER THAT A. Durga Sundeep, shall also be entitled for reimbursement of actual entertainment, traveling, boarding and lodging expenses incurred by him in connection with the Company's business.

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized and empowered as and when they may determine and deem fit and proper, to revise the above terms of remuneration and to promote/re-designate him to the higher grade(s)/scale(s) with all perquisites, usual allowances, incentives, facilities and benefits as applicable to such grade(s)/scale(s) within the limit of remuneration prescribed by the Central Government without requiring their prior approval for holding an office or place of profit in the Company from time to time under the applicable rules of Director's Relatives (Office or Place of Profit) Rules, 2003 read with Section 314 (IB) of the Companies Act, 1956."