M/s.OLYMPIC CARDS LIMITED
Registered Office No.195, N.S.C. Bose Road, Chennai - 600 001.
`̀̀̀ `̀̀̀ `̀̀̀ `̀̀̀ `̀̀̀
2012-2013 2013-2014 2014-2015 2015-2016 2016-2017
Share Capital 163,087,000 163,087,000 163,087,000 163,087,000 163,087,000
Reserves & Surplus 213,243,050 229,090,945 216,373,878 182,313,212 165,449,029
Net Worth 376,330,050 392,177,945 379,460,878 345,400,212 328,536,029
Return on Capital Employed 9.33% 12.30% 6.05% 4.95% 7.84%
Fixed Assets (Net) 190,866,679 490,850,049 534,196,869 499,594,891 483,955,267
Sales / Other Income 496,889,520 538,127,846 550,730,143 545,926,635 537,375,423
Gross Proft / (Loss) 109,125,455 135,213,642 152,278,760 142,707,490 148,292,376
Interest / Finance Charges 25,434,941 31,513,380 43,937,928 61,379,568 61,271,691
Depreciation 6,404,957 8,121,668 28,688,188 31,287,791 31,731,763
Current Tax 12,990,855 7,133,021 882,181 - -
Deffered Tax 800,674 5,751,979 2,397,650 12,322,677 16,760,880
Net Proft / Loss 40,097,746 39,407,672 4,629,658 -18,494,753 -103,303
Dividend (Including Tax) 11,372,627 13,356,255 9,593,348 -
-
-
-Dividend (%) 6% 7% 5%
Earnings Per Share 1.61 1.63 0.08 -1.89 -1.03
PARTICULARS
FINANCIAL HIGHLIGHTS
CONTENTS
Contents Page No.
Notice to the shareholders 1
Directors Report and Management DiscussionandAnalysis Report 11
Report on Corporate Governance 45
Auditors' Report 60
Balance Sheet 69
Statement of Profit and Loss 70
Cash Flow Statement 71
Notes to Financial Statements 72
BOARD OF DIRECTORS
H. Noor Mohamed - Managing Director(DIN:00269456)
N. Mohamed Faizal - Whole Time Director(DIN:00269448)
S. Jarina - Woman Director(DIN:00269434)
Abdul Latif Ameer Ali - Independent Director(DIN:02111528)
Lakshmanan - Independent Director(DIN:00269439)
Dr. S. Amuthakumar - Independent Director (DIN:03139309)
Audit Committee - Abdul Latif Ameer Ali - ChairmanLakshmanan - Member
Dr. S. Amuthakumar - MemberH. Noor Mohamed - Member
Chief Financial Officer - Mr. R. Dhanasekaran
Auditors : M/s C.S. Hariharan & Co.,Chartered Accountants'Bagirathi' Ground Floor112/249, Royapettah High RoadChennai – 600 014.Phone No.044-45000141/42E-Mail: [email protected]
Company Secretary &Compliance Officer
Bankers :City Union Bank Ltd., Chennai-600001ICICI Bank Ltd., Chennai-600001Lakshmi Vilas Bank Ltd., Chennai-600004
Registered Office : 195, N.S.C. Bose Road, Chennai – 600 001.CIN: L65993TN1992PLC022521Telephone : 044 - 2538 0652 / 4292 1000Fax : 044 - 2539 0300E-mail :Website : www.oclwed.com
Plant Location : Kannigaiper, Thiruvallur District, Tamilnadu
Ramanathan
Ramanathan
: Mr. K. Rafee Ahammed
HDFC Bank Ltd., Mylapore, Chennai-600004
NOTICE
NOTICEOLYMPIC CARDS LIMITED
ORDINARYBUSINESS:
1.ADOPTION OFACCOUNTS:
2. REAPPOINTMENT OFDIRECTORS
3.APPOINTMENT OFAUDITORS
SPECIAL BUSINESS:
is hereby given that the 25 Annual General Meeting of the Shareholders of M/s.will be held at “SRI THYAGA BRAHMA GANA SABHA MINI
HALL, “VANI MAHAL” No.103, G.N. Chetty Road, T. Nagar, Chennai–600 017, at 2 P.M. onThursday, 21st September, 2017 to transact the following business:
To receive, consider and adopt the Audited Balance Sheet of the Company as at 31 March 2017 andthe Profit & Loss Statement and the Cash Flow Statement for the year ended on that date together withDirectors' Report andAuditor's Report thereon.
:
To appoint a Director in the place of Mr. N. Mohamed Faizal (DIN: 00269448) who retires by rotation
and being eligible offers himself for re-appointment.
:
To appoint Statutory Auditors and fix their remuneration and, if thought fit, to pass, with or withoutmodification(s), the following resolution as an Ordinary Resolution:
4.To consider and if thought fit, to pass with or without modification the following resolution as anOrdinary Resolution:
RESOLVED that pursuant to the provisions of Sections 196,197 and 203 and other applicableprovisions of the Companies Act, 2013 and Rules made thereunder (including any statutorymodification or re-enactment thereof) read with Schedule V to the Act, the consent of the Company beand is hereby accorded for the reappointment of Mr. H. Noor Mohamed, (DIN: 00269456) as theManaging Director of the Company for a period of 3 years with effect from 6.09.2017 on the terms setout in the explanatory statement attached to the Notice and whose period of office shall not be subjectto retirement by rotation during his tenure of office.
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“Resolved that pursuant to Section 139 and other applicable provisions, if any, of the Companies Act,2013 and the Companies (Audit & Auditors) Rules, 2014, as amended from time to time M/s. MRC &Associates, Chartered Accountants (Firm Registration No.004005S), be and is hereby appointed asAuditors of the Company in place of the retiring Auditors M/S. C.S. Hariharan & Co.(FRNo.001086S), to hold office from the conclusion of this Annual General Meeting (“AGM”) till theconclusion of the 30th Annual General Meeting to be held in the year 2022 subject to ratification oftheir appointment at every Annual General Meeting if so required (under the “Act”) at suchremuneration as may be mutually agreed between the Board of Directors of the Company and theAuditors.”.
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OLYMPIC CARDS LIMITED
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“RESOLVED FURTHER THAT where, in any financial year during the currency of the tenure of theappointee the company has no profits or its profits are inadequate the company will pay theremuneration as determined by the Remuneration Committee subject to the ceilings prescribed underSchedule V of the CompaniesAct, 2013.”
“RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do all such actsas may be necessary for giving effect to the aforesaid resolution.”
BYORDER OF THE BOARD195, N.S.C. Bose Road,Chennai - 600 001. For
Telephone: 044 - 2538 0652 / 4292 1000;Fax: 044 - 2539 0300
E-mail: ; Website: www.oclwed.com
Place: Chennai K. RAFEEAHAMMEDDate: 22.05.2017
Registered Office:OLYMPIC CARDS LIMITED,
OLYMPIC CARDS LIMITEDCIN: L65993TN1992PLC022521
COMPANYSECRETARY
OLYMPIC CARDS LIMITED
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Notes:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ABOVE MEETING IS
ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL TO VOTE
INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE
COMPANY. THE INSTRUMENT APPOINTING THE PROXY SHALL BE
DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER
THAN 48(FORTY EIGHT) HOURS BEFORE THE TIME FIXED FOR HOLDING
THE MEETING; IN DEFAULT, THE INSTRUMENT OF PROXY SHALL BE
TREATEDAS INVALID.
2.
3.
4.
5.
6.
7.
Aperson shall not act as a proxy on behalf of Members exceeding fifty in number and holding in
the aggregate more than 10% of the total share capital of the Company carrying voting rights.A
Member holding more than 10% of the total share capital of the Company carrying voting rights
may appoint a single person as proxy and such person shall not act as a proxy for any other
person or shareholder.
The Register of Members and Share Transfer Registers will remain closed from 15th
September, 2017 to 21st September, 2017 (both days inclusive) in connection with the
Members/ Proxies should bring the attendance slip duly filled in and signed and has to be
handed over the same at the entrance hall for attending the meeting. Members are requested to
indicate their Folio no/ DPID and Client ID numbers in the attendance slip.
Members are requested to furnish the details of their nomination (if not already sent) in the
prescribed form to M/s. Cameo Corporate Services Limited, Chennai, the Registrars and Share
Transfer Agent (RTA) of the company. The prescribed form can be obtained from the
Company's Registrar and Share TransferAgent.
The Securities and Exchange Board of India (SEBI) has mandated submission of Permanent
Account Number (PAN) by every participant in securities market. Members holding shares in
dematerialized form are therefore requested to submit the PAN to their respective depository
participants. Members holding shares in physical form can submit their PAN details to the
Company or the Registrar & Share TransferAgents.
Members are requested to bring their copy of theAnnual Report to the meeting, as the same will
not be distributed at the meeting.
Annual
General Meeting.
OLYMPIC CARDS LIMITED
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8. In terms of the Green Initiative in Corporate Governance of the Ministry of Corporate Affairs,
communicated vide General Circular No. 17/2011 dated 21-04-2011 read with General
Circular No. 18/2011 dated 29-04-2011, the Annual Reports, notice of meetings and other
statutory documents required to be furnished by the Company to the Members can be sent in
electronic mode. For this purpose, the Members are requested to register their email addresses
with the RTAfor receiving the aforesaid information in electronic mode.
9. Voting through Electronic Means:
I.
The instructions for members for voting electronically are as under:-
(ii)Shareholders who have already voted prior to the meeting date would not be entitled to
vote at the meeting venue.
(iii)The shareholders should log on to the e-voting website
In compliance with the provisions of Section 108 of the Companies Act 2013 and Rule 20 of
the Companies (Management and Administration) Rules, 2014, the Company is pleased to
provide members facility to exercise their right to vote at the 25 Annual General Meeting
(AGM) by electronic means and the business may be transacted through e-voting services
provided by Central Depository Services Limited (CDSL).
(i)The voting period begins on 18th September, 2017 (9 a.m) and ending on 20th September, 2017
(5 p.m). During this period shareholders of the Company, holding shares either in physical form or
in dematerialized form, as on the cut-off date 14th September, 2017 (record date) may cast their
vote electronically. The e-voting module shall be disabled by CDSLfor voting thereafter.
www.evotingindia.com
(iv)Click on “Shareholders” tab.
(v) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID
b. For NSDL: 8 Character DPID followed by 8 Digits Client ID
c. Members holding shares in Physical Form should enter Folio Number registered with the
Company.
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in Demat form and had logged on to
and voted on an earlier voting of any company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given below:
th
www.evotingindia.com
OLYMPIC CARDS LIMITED
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Fill up the following details in the appropriate boxes:
(ix)After entering these details appropriately, click on “SUBMIT” tab.
(x) Members holding shares in physical form will then reach directly the Company selection screen.However, members holding shares in Demat form will now reach 'Password Creation' menuwherein they are required to mandatorily enter their login password in the new password field.Kindly note that this password is to be also used by the Demat holders for voting for resolutionsof any other Company on which they are eligible to vote, provided that company opts fore-voting through CDSL platform. It is strongly recommended not to share your password withany other person and take utmost care to keep your password confidential.
(xi) For Members holding shares in physical form, the details can be used only for e-voting on theresolutions contained in this Notice.
OLYMPIC CARDS LIMITED
For Members holding shares in Demat
Form/ in Physical Form
PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both Demat shareholders as well as physical shareholders)
*Members who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name and the 8
digits of the sequence number in the PAN field.
In case the sequence number is less than 8 digits enter the applicable number
of 0’s before the number after the first two characters of the name in
CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence
number 1 then enter RA00000001 in the PAN field.
Dividend,
if any.
Bank
details OR
Date of
Birth(DOB)
Enter the Dividend Bank details or Date of Birth (in dd/mm/yyyy format)
as recorded in your demat account or in the Company records in order to
login.
· If both the details are not recorded with the Depository or Company
please enter the member id/folio number in the Dividend Bank
details field as mentioned in instruction (v).
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(xii) Click on the EVSN for the relevant company name (viz. OLYMPIC CARDS LIMITED) on
which you choose to vote.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the
option “YES/NO” for voting. Select the option YES or NO as desired. The option YES
implies that you assent to the Resolution and option NO implies that you dissent to the
Resolution.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to
change your vote, click on “CANCEL” and accordingly modify your vote.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your
vote.
(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the
Voting page.
(xviii) If a Demat account holder has forgotten the login password then enter the User ID and the
image verification code and click on Forgot Password & enter the details as prompted by the
system.
(xx) Note for Non-Individual shareholders and Custodians
*Non-Individual shareholders (viz.other than individuals, HUF, NRI, etc.) and Custodians are
required to log on to www.e-votingindia.com and register themselves as Corporates.
*A scanned copy of the Registration Form bearing the stamp and sign of the entity should be
emailed to [email protected].
(xix) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for
android based mobiles. Please follow the instructions as prompted by the mobile app by
voting on your mobile.
OLYMPIC CARDS LIMITED
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*After receiving the login details a Compliance User should be created using the admin login and
password. The Compliance User would be able to link the account(s) for which they wish to vote
on.
*The list of accounts linked in the login should be mailed to [email protected] and
on approval of the accounts they would be able to cast their vote.
*A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in
favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer
to verify the same.
(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently
Asked Questions (“FAQs”) and e-voting manual available at under
help section or write an email to: [email protected].
(A) The voting rights of shareholders shall be in proportion to their shares of the paid upequity share capital of the Company as on 14.09.2017 (record date).
(B) Mr. T. Murugan, Practising Company Secretary (CP No. 4393) has been appointed as theScrutinizer to scrutinize the e-voting process in a fair and transparent manner.
(C) The Scrutinizer shall within a period not exceeding three working days from theconclusion of the e-voting period unblock the votes in the presence of atleast twowitnesses not in the employment of the Company and make a Scrutinizer's Report of thevotes cast in favour or against, if any, forthwith to the Chairman of the Company.
(D) The Results shall be declared on or after the AGM of the Company and the resolutionswill be deemed to be passed on the date ofAGM of the Company subject to the receipt ofrequisite number of votes in favour of the resolution. The Results declared along with theScrutinizer's Report shall be placed on the Company's website 'www.oclwed.com' andon the website of CDSL within two days of passing of the resolutions of the AGM of theCompany and communicated to the Stock Exchange.
: By Order of the Boardfor
No.195, N.S.C. Bose Road, Chennai-600 001CIN: L65993TN1992PLC022521;Telephone: 044 - 2538 0652 / 4292 1000;Fax: 044 - 2539 0300;E-mail: [email protected] K. RAFEE AHAMMED
COMPANY SECRETARYPlace: Chennai,Date: 22-05-2017
Registered OfficeOLYMPIC CARDS LIMITED OLYMPIC CARDS LIMITED
www.evotingindia.com
OLYMPIC CARDS LIMITED
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THE FOLLOWING EXPLANATORY STATEMENT SETS OUT THE MATERIAL FACTSREFERING TO ITEM NOS.2, 3 & 4 OFTHE NOTICE.
:
Item No.2
Brief resume of the Director seeking re-appointment
Item No.3
Mr. N. Mohamed Faizal (DIN: 00269448), born on 21.10.1981, a Post-Graduate in MBA(HR), has got richexperience in Management and Administration. He was appointed as a whole-time Director of thecompany with effect from 01.12.2007 for a period of 5 years and subsequently re-appointed with effectfrom 01.12.2012 for a period of 3 years and again re-appointed with effect from 01.12.2015 for a period of3 years. He holds 942845 (5.78%) of Equity Shares in the Company. He is not holding anyDirectorship/Membership in any other Company. He is the son of Mr. H. Noor Mohamed, ManagingDirector of the Company who holds 5731683 (35.14%) of Equity Shares in the Company. He retires byrotation at thisAGM and being eligible offers himself for reappointment.
This Explanatory Statement is provided though strictly not required as per Section 102 of theAct.
M/S. C.S. Hariharan & Co. (FR No. 001086S), CharteredAccountants, Chennai were appointed as theAuditors of the Company at the 22ndAnnual General Meeting of the Company held on 11.09.2014 fora term of three years to hold office till the conclusion of this Annual General Meeting. M/S. C.S.Hariharan & Co. (FR No. ), Chartered Accountants, Chennai have been the Auditors of theCompany for more than 10 years.
As per the provisions of Section 139 of the Act, no listed company can appoint or reappoint an auditfirm as auditors for more than two terms of five consequent years. In view of the above, M/S. C.S.Hriharan (FR No. 001086S) can continue as the Auditors of the Company only upto the conclusion ofthis Annual General Meeting having completed their term as per the provisions of Section 139 of theAct.
The Board of Diectors has, based on the recommendation of the Audit Committee, at its meeting heldon 22.05.2017 proposed the appointment of , Chartered Accountants (FirmRegistration No.004005S), as the Auditors of the Company for a period of five years to hold officefrom the conclusion of this Annual General Meeting till the conclusion of the 30th Annual GeneralMeeting to be held in the year 2022 (subject to ratification of their appointment at every AnnualGeneral Meeting), if so required under theAct.
, Chartered Accountants (Firm Registration No.004005S), have consented totheir appointment as Statutory Auditors and have confirmed that if appointed, their appointment willbe in accordance with Section 139 read with Section 141 of theAct.
The Board commends the Resolution set out at item No.3 of the Notice for approval of the members.
None of the Directors or Key Managerial Personnel of the Company or their relatives is deemed to beinterested or concerned in the resolution.
001086S
M/s. MRC & Associates
M/s. MRC & Associates
OLYMPIC CARDS LIMITED
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Item No.4
Re-appointment of Managing Director Mr. H. Noor Mohamed (DIN:00269456)
Mr. H. Noor Mohamed (DIN:00269456) born on 18.02.1957, is a Graduate in B.Sc (Maths). He joined
the Board of Directors of the Company on 21.04.1992. He was re-appointed as the Managing Director
of the Company with effect from 26.09.2014 for a period of 3 years and his term is expiring on
25.09.2017. Keeping in view his rich experience and valuable contribution to the Company, the Board
of Directors in its meeting held on 22.05.2017 reappointed him as the Managing Director with effect
from 26.09.2017 for a period of 3 years on the following terms and conditions.1. Salary – Rs. 75,000 per month.2. PERQUISITESANDALLOWANCES
(I) In addition to the salary payable, the Managing Director shall also be entitled to perquisites
and allowances like concessional rent of Rs.4500/- per month, House maintenance together
with reimbursement of expenses or allowance for utilities such as Gas, Electricity, Water,
Furnishings and repairs, Medical reimbursement, Club fees and leave travel concession for
himself and his family, medical insurance and such other perquisites and allowances in
accordance with the rules of the Company.
(II) For the purpose of calculating the above ceiling, perquisites shall be valued as per Income-Tax
Rules wherever applicable. In the absence of such rules, perquisites shall be valued as such
cost. Provision for the use of Company's car for official duties and telephone/ mobile phone at
residence (including payment for local calls and long distance official calls) shall not be
included in the computation of perquisites for the purpose of calculating the said ceiling.
(III) Company's contribution to Provident Fund and Superannuation or Annuity Fund to the extent
these either singly or together are not taxable under the Income TaxAct. Gratuity is payable as
per the Rules of the Company and encashment of leave at the end of the tenure shall not be
included in the computation of limits for the remuneration or perquisites aforesaid.
Notwithstanding anything to the contrary contained wherein in any financial year during the tenure of
the Managing Director, the company has no profits or its profits are inadequate, the Company will be
paying remuneration by way of salary and perquisites and allowances as specified above.
The terms and conditions of the said appointment and/ or agreement may be altered and varied from
time to time by the Board as it may deem fit within the maximum amount payable to the Managing
Director in accordance with Schedule V of the Companies Act, 2013 or any amendments made
thereafter in this regard. He is holding 5731683 (35.14%) Equity Shares in the Company.
The Remuneration Committee has recommended the re-appointment of Mr. H. Noor Mohamed and is
not liable to retire by rotation.
The Board of Directors recommends the resolution for approval of the Shareholders .
At the Directors of the Company except Mr. Ramanathan Lakshmanan (DIN No.00269439), MR.
Abdul Latif Ameer Ali (DIN No.02111528) and Dr. Shanmugasundaram Amuthakumar (DIN
No.03139309) are concerned or interested in the resolution.
MINUMUM REMENERATION
Registered Office:OLYMPIC CARDS LIMITED OLYMPIC CARDS LIMITED
By Order of the Boardfor
No.195, N.S.C. Bose Road, Chennai-600 001CIN: L65993TN1992PLC022521;Telephone: 044 - 2538 0652 / 4292 1000;Fax: 044 - 2539 0300;E-mail:
Place: Chennai,Date: 22-05-2017
OLYMPIC CARDS LIMITED
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OLYMPIC CARDS LIMITEDRegistered Office:
RESOLUTIONS
ORDINARY BUSINESS:
SPECIAL BUSINESS:
ORDINARY RESOLUTION:
No.195, N.S.C. Bose Road, Chennai-600 001.CIN L65993TN1992PLC022521
Telephone: 044 -2538 0652 / 4292 1000; Fax: 044 – 25390300Email: ; website: www.oclwed.com
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1. Adoption of Financial Statements for the year ended 31st March, 2017.
2. Appointment of Director in the place of Mr. N. Mohamed Faizal (DIN: 00269448) whoretires by rotation and being eligible offers himself for reappointment.
3. Appointment of Statutory Auditors.
4. Reappointment of Mr. H. Noor Mohamed (DIN: 00269456) as Managing Director.
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DIRECTORS' REPORT
To the Members,
PERFORMANCE AT A GLANCE:( in Lakhs)
Particulars Year ended Year ended31.03.2017 31.03.2016
Gross Income
Profit/ (Loss) Before Tax
- -
- -
Tax expenses
Profit/(Loss) for the year carried to Balance Sheet
DIVIDEND
The Directors have pleasure in presenting their 25thAnnual Report andAudited Statement ofAccounts
of the Company for the year ended 31 March, 2017.
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5373.75 5459.27
Profit/(Loss) Before Depreciation, Tax & FinancialExpenses 827.04 741.73Financial Expenses 612.72 613.80Depreciation 317.32 312.88
(1.03) (184.95)
Less: Exceptional Items
Less: Extraordinary Items
:
a. Current Tax - -b. Fringe Benefit Tax - -c. Deferred Tax Liability 167.61 123.23d. Income-Tax for earlier year - -
(168.64) (308.18)-----------------------------------------------------------------------------------------------------------------------
In view of absence of Profit in the Financial year 2016-17, the Board of Directors has notrecommended Dividend (PreviousYear - NIL).
st
OLYMPIC CARDS LIMITED
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TRANSFER TO RESERVES:
BUSINESS OPERATIONS:
MARKET SCENARIO
MANAGEMENT DISCUSSION AND ANALYSIS
(Annexure -1).
MATERIAL CHANGES & COMMITMENTS
EXTRACT OF ANNUAL RETURN
(Annexure-II).
REAPPOINTMENT OF DIRECTOR:
The total Reserves and Surplus as on March 31, 2017 is /- comprising of General
Reserve 49,38,773/-; Surplus in Profit & Loss Account is 36,05,743/- and Share Premium Account
16,41,16,000/-. Transfer for the year to Reserve is NIL.
The Company has made a gross income of 5373.75 Lakhs during the year under review (previous
year- 5459.27 Lakhs). The depreciation for the year under review amounted to 317.32 Lakhs as
against 312.88 Lakhs in the corresponding period of the previous year. The Company has registered
a loss of 168.64 Lakhs during the year under review as against the loss after tax of 308.18 Lakhs ofthe previous year Higher depreciation and Finance cost were the main reasons for the loss.
Market scenario is still challenging and competitive. However your Company has managed tomaintain the turnover. We are mainly involved in manufacturing and trading of Wedding InvitationCards, Greeting Cards, Visiting Cards, Office Envelopes, Cloth lined Covers, Student Notebooks,Account Books, Files, etc. and we are also involved in the trading of the items like Screen-Offset Inks.The Brand name “OLYMPIC” is popular and well known to the general public for its quality,affordability, variety and reliability for many decades.
A detailed review of operations, performance and future outlook of the Company is contained in the“MANAGEMENT DISCUSSION AND ANALYSIS REPORT” that forms an integral part of thisreport.
:
There is no change in the nature of business of the company during the year. There are no materialchanges and commitments in the business operations of the company since the close of the financialyear on 31st March 2017 to the date of this report.
:
As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is given in
Mr. N. Mohamed Faizal (DIN: 00269448), Director is retiring by rotation at this Annual GeneralMeeting and being eligible offer himself for re-appointment.
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165,449,029
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Mr. H. Noor Mohamed (DIN:00269456) was re-appointed as the Managing Director of the Companywith effect from 26.09.2014 for a period of 3 years and his term is expiring on 25.09.2017. Keeping inview his valuable contribution to the Company, the Board proposes to reappoint him as the ManagingDirector with effect from 26.09.2017 for a period of 3 years on the existing terms and conditions.
.
OLYMPIC CARDS LIMITED
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OLYMPIC CARDS LIMITED
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
COMPOSITION OF COMMITTEES OF BOARD:
:
The Company has received necessary declaration from each Independent Director of the Companyunder Section 149 (7) of Companies Act, 2013 that the Independent Directors of the company meetwith the criteria of their Independence laid down in Section 149 (6) of the CompaniesAct, 2013.
Currently the board has the following committees: Audit Committee, Nomination & RemunerationCommittee, Stake holders Relationship Committee, Internal Complaints Committee and WhistleBlower Committee.
The Composition &Activities are as follows:
PARTICULARS OF EMPLOYEES:
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
NUMBER OF MEETINGS OF BOARD:
Disclosure pertaining to remuneration and other details as required under Section 197(12) of theCompanies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 are provided elsewhere in the annual report.
No employee of the Company was in receipt of remuneration during the financial year 2016-17 inexcess of the sum prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The details about the changes in the Directors and Key Managerial Personnel by way of appointment,resignation, etc. and disclosure of relationships between directors inter-se under relevantRegulation(s) of SEBI(LODR) Regulations, 2015 is included as part of Corporate Governance Report.
The Directors who are liable to retire by rotation and also whether they offer for re-appointment isincluded in the Notice ofAnnual General Meeting.
The Board of Directors met on 25.05.2016, 11.08.2016, 14.11.2016, 14.02.2017 & 31.03.2017. Thedetails of meetings of Board of Directors is included as a part of Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct, 2013.
Name of the Committee
Composition of the
Committee/ No of times
the committee met
Highlights of duties,
responsibilities & Activities
Audit Committee Mr. Abdul Latif Ameer Ali
Chairman of the Committee.
(Independent director)
Mr.H.Noor Mohammed
(Managing Director)
Mr. Ramanathan
Lakshmanan
(Independent director)
Dr. S. Amuthakumar
(Independent director)
The Audit Committee was
mandated with the same Terms of
Reference specified in the relevant
provisions of the Companies Act,
2013 & Regulation(s) of the SEBI
(LODR) Regulations, 2015.
The Audit Committee is
responsible for overseeing the
Company’s financial reporting
process, reviewing the
quarterly / half-yearly / annual
financial statements, reviewing
with the management the financial
statements and adequacy of
internal audit function,
13
The Committee met on
25-05-2016
11-08-2016
12-11-2016
1330
--0203
--20172017
recommending the appointment/re-
appointment of statutory auditors
and fixation of audit fees,
reviewing the significant internal
audit findings/related party
transactions, reviewing the
Management Discussion and
Analysis of financial condition and
result of operations and also
statutory compliance issues.
The Committee acts as a link
between the management, external
and internal auditors and the Board
of Directors of the Company.
v
v
v
v
v
Mr. Abdul Latif Ameer Ali
Chairman of the Committee
(Independent director)
Mr.
Mr.
Mr.
Ramanathan
Ramanathan Lakshmanan
Ramanathan Lakshmanan
To consider & redress complaints ofsexual harassment.
This provides adequate safeguardsagainst victimisation of Directors /Employees or any other person.
Lakshmanan
(Independent director)
(Independent director)
(Independent director)
Dr. S. Amuthakumar
Dr. S. Amuthakumar
Dr. S. Amuthakumar
(Independent director)
(Independent director)
(Independent director)
No. of meetings held : NIL
No. of Meetings : Nil
No. of Meetings : Nil
Nomination &
Remuneration
Committee
InternalComplaintsCommittee
WhistleBlowerCommittee
To fix salary allowances and
other perks to senior level
personnel as and when appointed
by the Company.
REMUNERATION POLICY:
The Remuneration Policy of the
Company for the managerial
personnel is based on the
performance potential and
performance of the
individual/personnel.
CEO/CFO CERTIFICATION
by Mr. H. Noor Mohamed,
Managing Director & Chief
Executive Officer and Mr. R.
Dhanasekaran, Chief Financial
Officer as required under SEBI
(LODR) Regulations 2015 was
placed before the Board at its
meeting held on 22.05.2017
OLYMPIC CARDS LIMITED
14
Stakeholders Relationship
CommitteeMr.Ramanathan Lakshmanan
(Independent director)Chairman of the Committee
Mr. Abdul Latif Ameer Ali
(Independent director)
Dr. S. Amuthakumar
(Independent director)
No. of Meetings: Nil
The company has a
Stakeholders Relationship
Committee that which meets
according to the necessity. The
shares received are usually
transferred within a period of 10 to
15 days from the date of receipt,
subject to their validity.
Investors are eligible to file
their nomination against shares
held under physical mode.
The facility of nomination is
not available to non-individuals
shareholders such as societies,
trust, bodies corporate, karta of
Hindu Undivided Families and
holders of Power of Attorney.
Investors are advised to avail
this facility, especially investors
holding securities in single name,
to avoid the process of
transmission by law.
Investors holding shares held
in electronic form, the nomination
has to be conveyed to the relevant
Depository participants directly, as
per the format prescribed by them.
OLYMPIC CARDS LIMITED
POLICIES OFTHE BOARD
WHISTLE BLOWER POLICY
WHISTLE BLOWER POLICY(POLICYON VIGILMECHANISM)
:
:
As per Section 177(9) of the Companies Act, 2013 read with relevant Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has established a vigil mechanism
overseen by the Audit Committee. The Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meted out to any person for a genuinely
raised concern. This has been uploaded in the Company’s website. No complaint under this facility was
received in the financial year 2016-17. There has been no change to the Whistle Blower Policy adopted
by the Company during fiscal year 2017.
15
OLYMPIC CARDS LIMITED
REMUNERATION POLICY
RISK MANAGEMENT POLICY:
RELATED PARTY TRANSACTION POLICY:
INSIDER TRADING POLICY:
AUDITORS:
:
The Remuneration Policy of the Company for the managerial personnel is based on the performancepotential and performance of the individual/personnel.
Criteria for payment of Remuneration to Non-Executive Directors (Pursuant to Part-D Schedule II (1)of SEBI (LODR) Regulation 2015.
The Non-Executive Directors will be paid sitting fees for attending the Board and Committee Meetingsas per the stipulations in the Act, and the Articles of Association of the company and as recommendedby the Nomination and Remuneration Committee. Different scales of sitting fee may be fixed for eachcategory of the directors and type of meeting. However, the fees payable to the Independent Directorsand Woman Directors shall not be lower than the fee payable to other categories of directors.
In addition to this, the travel and other expenses incurred for attending the meetings are to be met by theCompany. Subject to the provisions of theAct and theArticles ofAssociation, the Company in GeneralMeeting may by special resolution sanction and pay to the Directors remuneration not exceeding 1 %of the net profits of the Company computed in accordance with the relevant provisions of the Act. Thecompany shall have no pecuniary relationship or transactions with any Non-Executive Directors.
The Company has Business Risk Management framework to identify, evaluate business risks andopportunities. This framework seeks to create transparency, minimize adverse impact on the businessobjectives and enhance the Company's competitive advantage.
The Policy regulates all transactions between the Company and its related parties.
The Policy provides the framework in dealing with Securities of the Company.
M/S. C.S. Hariharan & Co. (FR No. 001086S), Chartered Accountants, the Statutory Auditors of theCompany hold office till the conclusion of the 25th Annual General Meeting of the Company. TheBoard has recommended the appointment of M/s. MRC & Associates, Chartered Accountants, (FirmRegistration No. 004005S) as the Statutory Auditors of the Company in their place for a term of fiveconsequetive years, from the conclusion of the 25th Annual General Meeting of the Companyscheduled to be held in the year 2017 till the conclusion of the 30th Annual General Meeting to be heldin the year 2022, for approval of shareholders of the Company, based on the recommendation of theAudit Committee.
There are no qualifications in the IndependentAuditors report.
16
SECRETARIAL AUDIT
(Annexure-III).
:
Pursuant to Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. T.Murugan, aPracticing Company Secretary (C.P.No.4393) to undertake the Secretarial Audit of the Company forFinancialYear 2016-17.
The Secretarial Audit Report was placed before the Board on 22nd May 2017. There are noqualifications in the SecretarialAudit Report
PUBLIC DEPOSITS:
SIGNIFICANT & MATERIAL ORDERS
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
CORPORATE SOCIAL RESPONSIBILITY
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
(Annexure-IV).
FORMAL ANNUAL EVALUATION
The Company has not accepted deposits during the year and there are no public deposits fallen due for
payment and claimed but not paid as on 31 March, 2017. The total amount of deposit outstanding as at
31 March, 2017 was Nil.
:
There are no significant and material orders passed by the regulators or courts or tribunals impactingthe going concern status and company's operations in future.
The Company has an Internal Control System, commensurate with the size, scale and complexity of itsoperations. To maintain its objectivity and independence, the Internal Audit function reports to theChairman of the Audit Committee of the Board. During the year, such controls were tested and noreportable material weaknesses in the operations were observed.
The company did not give any Loan or Guarantee or provided any security or make investment coveredunder Section 186 of the CompaniesAct, 2013 during the year.
:
The requirements of compliance of Corporate Social Responsibility are not applicable to our company.
:
Particulars of contracts or arrangements with Related Parties referred in Section 188(1) of theCompanies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules,2014 in FormAOC-2
:
The Board has carried out the annual performance evaluation of its own performance and the Directorsindividually after taking into consideration inputs received from the Directors, covering variousaspects on the Boards' functioning such as adequacy of the composition of the Board and itsCommittees, performance of specific duties, obligations and governance.
The Performance evaluation of the Independent Directors was carried out by the entire Board and thePerformance evaluation of the Managing Director and the Executive Director was carried out by theIndependent directors.
The Directors expressed their satisfaction with the overall evaluation process.
st
st
OLYMPIC CARDS LIMITED
17
OLYMPIC CARDS LIMITED
RATIO OF REMUNERATION TO EACH DIRECTOR:
Disclosure of Ratio of Remuneration to each Director to the median employees’ remuneration
The ratio of the remuneration of each director
to the median remuneration of the employee of
the Company for the financial yearName of the
Director
Ratio
Mr. H.Noor Mohamed,Managing Director
5.69:1
Mr. N. Mohamed Faizal,
Whole Time Director
5.69:1
The percentage increase in remuneration of
each director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or
Manager, if any, in the financial year
NIL
The percentage increase in the median
remuneration of employees in the financial
year
The number of permanent employees on the
rolls of company
202
The explanation on the relationship between
average increase in remuneration and Company
performance
The individual increments varied based on their
performance.
The increase in remuneration is in line with the
market trends, internal parity and current
salary of the employees.
Comparison of the remuneration of the key The remuneration fixed in for Key Managerial
Managerial Personnel against the performance
of the Company
Personnel is based on the contributions made by
them for retaining the sustainability of the
Company inspite of competitive market.
1.52%
18
OLYMPIC CARDS LIMITED
Variations in the market capitalization of the
Company, price earnings ratio as at the closing
date of the current financial year and previous
financial year and percentage increase over
decrease in the market quotations of the shares
of the company in comparison to the rate at
which the company came out with the last
public offer in case of listed companies, and in
case of unlisted companies, the variations in
the net worth of the company as at the close of
the current financial year and previous
financial year
Particulars 31.03.2017 31.03.2016
change %over last
public offer
Stock
Price (in `) 18.20 17.50 (-) 39.33
Market
Cap (in `)
In Crores)
29.68 28.54 (-) 39.33
EPS (in `) -1.03 -1.89
P/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 average annual increase in the salaries of
employees other than the managerial personnel
across the organization was around 4 to 12%.
There is no increase in the managerial
remuneration for the past six years .
Comparison of the each remuneration of the
Key Managerial Personnel against the
performance of the companyManaging
and Whole
time
Directors
Company
Secretary
and Chief
Financial
officer
Remuneration
in FY 2016-
17
Rs.12,00,000/- Rs.5,04,000/-
Revenue Rs.5285.26 Lakhs
% of Revenue 0.23 0.10
PAT Rs.(168.64) Lakhs
% of PBT Negative PBT Negative PBT
The key parameters for any variable
component of remuneration availed by the
directors
There is no variable component in the
remuneration paid to the directors
The ratio of the remuneration of the highest
paid director to that of the employees who are
not directors but receive remuneration in
excess of the highest paid director during the
year
NIL
Affirmation that the remuneration is as per the
remuneration policy of the companyYes
19
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
(Annexure –V)
REPORT ON CORPORATE GOVERNANCE
DIRECTORS' RESPONSIBILITY STATEMENT:
There are no amount which remain unpaid/unclaimed for a period of seven years and hence no amounthas been transferred to ‘IEPF’.
The Particulars required to be given as per Section 134 (3) (m) of the Companies Act, 2013 read withRule 8 of the Companies (Accounts) Rules, 2014 are annexed hereto and the same forms part of thisReport.
As required by Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 the auditors' certificate on Corporate Governance is enclosed asAnnexure-VI to the Board's Report. The Auditors' Certificate for fiscal 2017 does not contain anyqualification, reservation or adverse remarks.
To the best of their knowledge and belief, and according to the information and explanations obtainedby them, your Directors make the following statement in terms of Section 134(5) of the CompaniesAct, 2013.
The Directors confirm that
(a) In preparation of the annual accounts for the Financial Year ended March 31, 2017, the applicableAccounting Standards have been followed.
(b) They have selected suchAccounting Policies and applied them consistently and made judgementsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and Loss of the Company for that period.
(c) They have taken proper and sufficient care towards the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the Companyand 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 which are adequate and are operating effectively.
(f) They have devised proper systems to ensure compliance with the provisions of all applicable lawsand such systems are adequate and operating effectively.
OLYMPIC CARDS LIMITED
20
LISTING FEES
ACKNOWLEDGEMENTS:
For and on behalf of the Board
H. NOOR MOHAMEDCHAIRMAN
:
The Company confirms that it has paid the annual listing fees for the year 2017-18 to the Bombay StockExchange where the shares of the company are listed.
Your Directors express their thanks to the Government of India, Government of Tamilnadu. YourDirectors also express their thanks to the valued customers, shareholders, Bankers and all otherbusiness associates for their continued co-operation and support. The Directors also wish to expresstheir sincere thanks to all the Employees of the Company.
Place: ChennaiDate: 22.05.2017
OLYMPIC CARDS LIMITED
21
ANNEXURES – TO DIRECTORS' REPORT
ANNEXURE-I
MANAGEMENT DISCUSSIONAND ANALYSIS REPORT
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENTS
OPPORTUNITIES AND THREATS
This report contains statements that the Company's beliefs may be considered to be “Forward LookingStatements” that describe our objectives, plans and goals. All these forward looking statements aresubject to certain risks and uncertainties, including, but not limited to, Government action, local,political or economic developments, changes in legislation, technology risks, risk inherent in theCompany's growth strategy, dependence on certain suppliers and other factors that could cause ouractual results to differ materially from those contemplated by the relevant forward looking statements.The forward looking statements included in this report are made only as on the date of this report andwe undertake no obligation to public.
The Greeting as well as Wedding Cards Industry is still unorganized in our country. There exist varietyof players small and medium, whose operations are restricted in their respective regions. Apart fromthese players there are big players all over the country. This Industry is driven by various factorsincluding retailers and distributors.
The Company which pioneered the concept in the Indian Market, is the leader in the Southern Regionof our country in the fields of Wedding Cards and other Invitation Cards.
The development of technology in the form of e-greetings, sms and other applications such asWhatsapp, Facebook has made inroads in the Wedding and Greetings Cards business to some extent.However, this industry has the potential to grow because if one really wants to make some one feelhappy or greet someone on his/her special events, the technology in the form of call or sms is very shortlived and the recipient forgets the same in a moment. However, the Wedding and Greeting Cards have along lasting impact and the products keeps on reminding the same to the recipient which creates asource of happiness for a longer period of time. The sentimental attachment with your Company isattracting many customers and developed a continued bond with us for a long time. Your Company hasenhanced its reach to come closure to the customers with opening of retail outlets at many places in thesouthern part of our Company. We ensure that our stocks are frequently updated in terms of design,quality and latest consumer trends in all our retail outlets as well as franchisees.
The Company has improved its business strategy by shifting its focus on other verticals such as Onlineplatform and alternate selling channels for its various products. Many opportunities are available in thealternate selling ways. The Franchisees form of selling points at thickly populated places is yieldinggood results and this will improve the business opportunities. SMS messaging Service and invitationby electronic facilities and competition by small players still pose threat to our business of WeddingCards. However by creating customer satisfaction and value creation are expected to improveprofitability and sustainability. Your Company’s constant endeavour is to provide the customer better,faster and at low cost products in the changing market conditions.Your Company is taking all measuresto innovate and create variety of products to attract the customers and to fulfill their needs.
OLYMPIC CARDS LIMITED
22
PRODUCT-WISE PERFORMANCE
OUTLOOK
RISKS AND CONCERNS
INTERNALCONTROL SYSTEMS AND THEIR ADEQUACY
FINANCIAL PERFORMANCE & OPERATIONAL PERFORMANCE
HUMAN RELATIONS
CAUTIONARY STATEMENT
The Wedding Cards sales were Rs.1933.90 Lakhs (36.59% of the total turnover) during the year underreview. The contribution of greeting cards sales to the total turnover stands at 2.81% and envelopesstands at 16.63%.
The Wedding Card and Greeting Card business is still under pressure during the last couple of years. Totackle the pressure and to improve the growth further, your Company is working on various strategies.We are hopeful that the business is going to perform better. Though the export business shows a lowvolume, your Company has plans to expand its export business also.
Shortage of rainfall and monitory developments in the country are likely to affect the industry as wellas our business.
Your Company has in place adequate internal control systems combined with delegation of powers.The control system is also supported by internal audits and management reviews with documentedpolicies and procedures.
During the year under review your Company recorded total revenue of 5373.75 Lakhs as compared to
5459.26 Lakhs in the previous financial year, down by 1.59 %.There is a Net Loss (after Tax) of
168.64 Lakhs for the year under review as against Net Loss of 308.18 Lakhs (after Tax) in theprevious year. The increase in Finance Cost and depreciation are main reasons for loss in the year underreview.
Employee welfare was strengthened with a view to provide the employee the best workingatmosphere. The number of employees as on 31st March, 2017 is 202.
Statements in this management discussion and analysis describing the Company’s objections,projections, estimates and expectations may be “forward looking statement” within the meaning ofapplicable laws and regulations. Actual results may differ substantially or materially from thoseexpressed or implied. Important developments that could affect the company’s operations includeGovernment regulations, tax laws and significant changes in the political and economic environmentin India.
`
`
` `
OLYMPIC CARDS LIMITED
23
OLYMPIC CARDS LIMITED
ANNEXURE-II TO DIRECTORS’ REPORT
FORM MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31st
March,2017
Pursuant to Section 92(3 ) of the Companies Act, 2013 and Rule12(1)of the Companies
(Management and Administration) Rules, 2014
I. REGISTRATION & OTHER DETAILS:
1. CIN L65993TN1992PLC022521
2. Registration Date 21/04/1992
3. Name of the Company OLYMPIC CARDS LIMITED
4. Category/Sub-category of the Company Company Limited by Shares /
Indian Non-Government Company
195, NSC Bose Road, Chennai-600001Ph: 044 -2538 0652 / 4292 1000Fax: 044 – 25390300Email: [email protected]: www.oclwed.com
5. Address of the Registered office &
contact details
6. Whether listed company Listed at BSE Ltd.
7. Name, Address & contact details of the
Registrar & Transfer Agent, if any.
Cameo Corporate Services Ltd
‘Subramanian Buildings’, 5th
Floor, No. 1, Club House Road,
Chennai - 600002.
Ph: 044 28460390 (5 Lines)
Fax: 044 28460129
Email: [email protected]
Web: www.cameoindia.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :
Sl.
No.
Name and Description of main
products / services
NIC Code of the
Product/service% to total turnover of
the Company
1.
Manufacturers of Papers/Board
based products-
Manufacturing& trading of
Wedding, Greeting cards,
Envelops, Letter heads,
Business cards, Calendars, Note
books, Account books etc.
Trading in the business of
printing inks.
99611940-Paper
and paper board 98.35%
24
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total
Equity)
i) Category wise shareholding:
Cate-goryCode
Category of
Shareholders
SHAREHOLDING AT THE
BEGINNING OF THE YEAR
SHAREHOLDING AT THE END OF
THE YEAR %
change
in
share
holding
during
the
year
Demat Physical Total
%
of
total
shares
Demat Physical Total
% of
total
shares
A
1 INDIAN
a
INDIVIDUAL/
HINDU
UNDIVIDED
FAMILY
6362509 63625090 39.01 6524974 0 6524974 40.00 0.99
b
CENTRAL
GOVERNMENT/
STATE GOVT.
0 0 0 0 0 0 0 0 0
cBODIES
CORPORATE0 0 0 0 0 0 0 0 0
d
FINANCIL
INSTITUTIONS
/ BANKS
0 0
0
0 0 0 0 0 0 0
0e
ANY OTHER -
DIRECTORS
AND THEIR
RELATIVES
3386581 3386581 20.77 3386581 0 3386581 20.77
SUB -- TOTAL
(A) (1)09749090 9749090 59.78 9911555 0 9911555 60.77 0.99
OLYMPIC CARDS LIMITED
III. PARTICULARS OF HOLDING, SUBIDIARY AND ASSOCIATE COMPANIES : NIL
SHAREHOLDINGOF PROMOTERSAND PROMOTERGROUP
25
2 FOREIGN
a
INDIVIDUALS
(NON-
RESIDENT
INDIVIDUALS/
FOREIGN
INDIVIDUALS)
0 0 0 0 0 0 0 0 0
bCORPORATE
BODIES0 0 0 0 0 0 0 0 0
c INSTITUTIONS 0 0 0 0 0 0 0 0 0
d
QUALIFIED
FOREIGN
INVESTOR
0 0 0 0 0 0 0 0 0
e ANY OTHER 0 0 0 0 0 0 0 0 0
SUB-TOTAL
(A) (2)0 0 0 0 0 0 0 0 0
TOTAL
SHARE
HOLDING OF
PROMOTER
AND
PROMOTER
GROUP =(A)
(A)(1)+(A) (2)
BPUBLIC
SHAREHOLD
ING.
1. INSTITUTIONS
a 0 0 0 0 0 0 0 0 0
bFinancialInstitutions/Banks
0 0 0 0 0 0 0 0 0
cCentral Govt. /State Govt.
0 0 0 0 0 0 0 0 0
dVenture Capital
Funds0 0 0 0 0 0 0 0 0
eInsurance
Companies0 0 0 0 0 0 0 0 0
OLYMPIC CARDS LIMITED
Mutual Funds / UTI
09749090 9749090 59.78 9911555 0 9911555 60.77 0.99
26
OLYMPIC CARDS LIMITED
f 0 0 0 0 0 0 0 0 0
g
h
Foreign Venture
Qualified Foreign
Capital Investors
Investors
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Any Other
ANY OTHER
0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0
SUB TOTAL
(B) (1)0 0 0 0 0 0 0 0 0
2
NON
INSTITUTIONS
a)BODIES
CORPORATE886227 7800 894027 5.48 1362698 7800 1370498 8.40 2.92
b) INDIVIDUALS
i)
Individual
Shareholders
holding nominal
share capital up
to Rs.1 Lakh.
ii)
Individual
Shareholders
holding nominal
share capital in
excess of Rs.1
Lakh.
c)
d)
QUALIFIEDFOREIGNINVESTORS
SUB TOTAL
(B) (2)
TOTAL
PUBLIC
SHARE
HOLDING
(B)=(B)(1)+(B)
(2)
Foreign InstitutionalInvestors
CLEARINGMEMBERS
HINDUUNDIVIDEDFAMILIES
NON RESIDENTINDIANS
TOTAL (A)+(B)
890458 188743 1079201 6.62 893953 187183 1081136 6.62 0.01
3983756 104000 4087756 25.06 3447758 104000 3551758 21.78 (3.29)
26500 0 26500 0.16 8720 0 8720 0.05 (0.11)
468425 2 468427 2.87 380832 2 380834 2.33 (0.54)
3699 0 3699 0.02 4199 0 4199 0.02 0.003
498624 2 498626 3.06 393751 2 393753 2.41 (0.64)
16008155 300545 6559610 609816040.22
40.22
298985 6397145 39.22 (1.00)
6259065 300545 6559610 6098160 298985 6397145 39.22 (1.00)
16008155 300545 16308700 100 16009715 298985 16308700 100 0
27
C
ii) SHAREHOLDING OF PROMOTERS:
OLYMPIC CARDS LIMITED
SHARESHELD BYCUSTODIANSAND AGAINSTWHICHDEPOSITORYRECEIPTSHAVE BEENISSUED
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Promotor and
Public
Promoter Group
0 0 0 0 0 0 0 0 0TOTALCUSTODIAN (C)
GRAND TOTAL(A)+(B)+(C)
16003735 304965 16308700 100 16008155 300545 16308700 100 0
S.noShareholder#s
Name
Shareholding at the beginning of
the yearShareholding at the end of the year
%
change
in share
holding
during
the year
No. of
Shares
% of total
Shares of
the
company
%of
Shares
Pledged /
encumbe
red to
total
shares
No. of
Shares
% of total
Shares of
the
company
%of
Shares
Pledged /
encumbe
red to
total
shares
1 AMEER ALI N A 1300 0.0079 - 1300 0.0079 - 0
2H.NOOR
MOHAMED 5569218 34.1487 133334 5731683 35.1449 0.99
3 S. JARINA 793291 4.8642 - 793291 4.8642 - 0
4N. MOHAMED
FAIZAL 942845 5.7812
-
942845 5.7812
-
0
5N. MOHAMED
IQBAL 1245381 7.6363
-
1245381 7.6363
-0
6N. MOHAMED
SALEEM 438360 2.6879
-
438360 2.6879
-
0
7N. MOHAMED
RIZWAN 726235 4.4530
-
726235 4.4530
-
0
8 N. ASRAF ALI 7800 0.0478 - 7800 0.0478 - 0
9S. HARRON EL
RASHEED 4160 0.0255
-
4160 0.0255
-
0
10 H. FARIDA 20500 0.1257 - 20500 0.1257 - 0
Total 9749090 59.7782 9911555 60.7744 0.99
28
Shareholding at the
beginning of the year
Cumulative
Shareholding
during the year
Sl
No
Name of the Share holder No of
shares
% of
total
shares of
the
company
No of
shares
% of
total
shares of
the
company
1 H NOOR MOHAMED
At the beginning of the year 01-Apr-2016 5569218 34.15 5569218 34.15
Purchases during the year 162465 1.00 5731683 35.14
At the end of the Year 31 -Mar-2017 5731683 35.14 5731683 35.14
2 N MOHAMED FAIZAL
At the beginning of the year 01-Apr-2016 942845 5.78 942845 5.78
At the end of the Year 31 -Mar-2017 942845 5.78 942845 5.78
3 S JARINA
At the beginning of the year 01-Apr-2016 793291 4.86 793291 4.86
At the end of the Year 31 -Mar-2017 793291 4.86 793291 4.86
4 N MOHAMED IQBAL
At the beginning of the year 01-Apr-2016 1245381 7.64 1245381 7.64
At the end of the Year 31 -Mar-2017 1245381 7.64 1245381 7.64
5 N MOHAMED SALEEM
At the beginning of the year 01-Apr-2016 438360 2.68
At the end of the Year 31 -Mar-2017 438360 2.68 438360
438360
2.68
2.68
6 MOHAMMED RIZWAN
At the beginning of the year 01-Apr-2016 726235 4.45 726235 4.45
At the end of the Year 31 -Mar-2017 726235 4.45 726235 4.45
7 H FARIDA
At the beginning of the year 01-Apr-2016 20500 0.12 20500 0.12
At the end of the Year 31 -Mar-2017 20500 0.12 20500 0.12
8 ASRAF ALI
At the beginning of the year 01-Apr-2016 7800 0.04 7800 0.04
At the end of the Year 31 -Mar-2017 7800 0.04 7800 0.04
9 S HAROON EL RASHEED
At the beginning of the year 01-Apr-2016 4160 0.02 4160 0.02
At the end of the Year 31 -Mar-2017 4160 0.02 4160 0.02
10 AMEER ALI N A
At the beginning of the year 01-Apr-2016 1300 0.01 1300 0.01
At the end of the Year 31 -Mar-2017 1300 0.01 1300 0.01
iii) CHANGE IN PROMOTERS’ SHAREHOLDING:
OLYMPIC CARDS LIMITED
29
iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (Other than
Directors, Promoters & Holders of GDRs and ADRs)
OLYMPIC CARDS LIMITED
NO. of shares
% of total
shares of the
Company
No. of shares
% of total
shares of the
Company
1 GADANA PROPERTIES LLP
At the beginning of the year 0 0 0 0
Purchase during the year 220000 1.3489 220000 1.3489
At the end of the year 220000 1.3489 220000 1.3489
2 GLOBE CAPITAL MARKET LTD
At the beginnng of the year 207200 1.2704 207200 1.2704
Purchase during the year 221949 1.3609 429149 2.6314
Sales during the year 216628 1.3282 212521 1.3031
At the end of the year 212521 1.3031 212521 1.3031
3 SUJATHAA MEHTA
At the beginning of the year 367932 2.256 367932 2.256
Sales during the year 173198 1.062 194734 1.194
At the end of the year 194734 1.194 194734 1.194
4 KARVY STOCK BROKING LIMITED
At the beginnng of the year 8837 0.0541 8837 0.0541
Purchase during the year 186986 1.1465 195823 1.2007
Sales during the year 1546 0.0094 194277 1.1912
At the end of the year 194277 1.1912 194277 1.1912
5 MARK CORPORATION PRIVATE
LIMITED
At the beginnng of the year 150000 0.9197 150000 0.9197
At the end of the year 150000 0.9197 150000 0.9197
6 VICKY ELECTRONIS PVT.LTD
At the beginnng of the year 134000 0.8216 134000 0.8216
At the end of the year 134000 0.8216 134000 0.8216
7 INDIANIVESH SECURITIES LIMITED
At the beginning of the year 118258 0.7251 118258 0.7251
Purchase during the year 80000 0.4905 198258 1.2156
Sales during the year 782258 0.4798 120000 0.7358
At the end of the year 120000 0.7358 120000 0.7358
S.NO. For each of top ten Shareholders
Shareholding at the beinning
of the year
Cumulative Sareholding
during the year
30
OLYMPIC CARDS LIMITED
v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:
S.NOFor each of Directors &
KMP
Shareholding at the
beginning of the year
Cumulative shareholding
during the year
No. of
shares
% of total
shares of the
company
No. of
shares
% of total
shares of the
company
1
H.NOOR MOHAMMED
At the beginning of the year 5569218 34.15
Purchases during the year 162465 1.00
At the end of the year 5731683 35.15
5569218 34.15
162465 1.00
5731683 35.15
2
N.MOHAMED FAIZAL
At the beginning of the year 942845 5.78 942845 5.78
At the end of the year 942845 5.78 942845 5.78
3
S. JARINA
At the beginning of the year 793291 4.86 793291 4.86
At the end of the year 793291 4.86 793291 4.86
4
AMEER ALI N. A.
At the beginning of the year 1300 0.01 1300 0.01
At the end of the year 1300 0.01 1300 0.01
5
6
K. RAFEE AHAMMED
R. DHANASEKARAN
At the beginning of the year
At the beginning of the year
0
0
0
0
0
0
0
0
At the end of the year
At the end of the year
0
0
0
0
0
0
0
0
8 BP EQUITIES PVT LTD
At the beginning of the year 0 0 0 0
Purchase during the year 169505 1.0393 169505 1.0393
Sales during the year 60469 0.3708 109036 0.6685
At the end of the year 109036 0.6685 109036 0.6685
9 SHWETA MITTAL
At the beginning of the year 105875 0.6491 105875 0.6491
At the end of the year 105875 0.6491 105875 0.6491
10 MANGALA PRAFUL PAGARIYA
At the beginning of the year 101725 0.6237 101725 0.6237
At the end of the year 101725 0.6237 101725 0.6237
31
V. INDEBTEDNESS-Indebtedness of the Company including interest outstanding/accrued
but not due for payment.
(Amount in )`
Secured Loans
excluding
deposits
Unsecured
Loans
Dep
osit
Total
Indebtedness
Indebtedness at the
beginning of the financial
year
(i) Principal Amount
(ii) Interest due but not
paid
(iii) Interest accured
but not due
496,911,635.05
496,911,635.05
---------
---------
---------
---------
15,405,583.49
15,405,583.49
------------
------------
------------
------------
----
-----
-----
-----
-----
512,317,218.54
512,317,218.54
---------------
---------------
---------------
---------------
Total (i+ii+iii) -----
Change in Indebtedness
during the financial year
a) Addition
b) Reduction
30,816,546.19
48,616,022.35
12,691,061.74
16,319,837.37
-----
-----
43,507,607.93
64,935,859.22
Net change (17,799,476.16) (3,628,775.63) ----
----
(21,428,251.79)
Indebtedness at the end of
the financial year
(i) Principal
Amount
(ii) Interest due but
not paid
(iii) Interest accrued
but not due
479,112,158.85
479,112,158.85
11,776,807.86
11,776,807.86
490,888,966.71
490,888,966.71
OLYMPIC CARDS LIMITED
Total (i+ii+iii) -----
32
OLYMPIC CARDS LIMITED
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL -
A. Remuneration to Managing Director, Whole-time Directors/ and or Manager
Sl.No. Particulars of Remuneration Name of
MD/WTD/Manager
Total Amount
1. Gross Salary
a) Salary as per provisions
contained in section 17(1)
of the Income tax Act
1961
1.H.Noor MohamedManaging Director
2. N. Mohamed
FaizalWhole Time Director
`. 6,00,000/- p.a
`. 6,00,000/- p.a
b) Value of Perquisites u/s
17(2) Income Tax Act,
1961
- -
c) Profits in lieu of salary
under section 17(3)
Income Tax,1961
- -
2. Stock option - -
3. Sweat Equity - -
4. Commission
- As % of profit
- Others, specify
- -
5. Others please specify - -
6.Total (A) 2 `. 12,00,000/- p.a.
Ceiling as per the Act - MinimumRemuneration
33
B. Remuneration to other directors
Sl.No.
Particulars of Remuneration Name of the director Total Amount
(in )`
1. Independent Directors:
A) Fee for attending
Board/Committee
Meetings
B) Commission
C) Others, please specify
-
-
1.Mr. Abdul Latif Ameer AliIndependent Director
2.Mr. Ramanathan
LakshmananIndependent Director
3.Dr. S. AmuthakumarIndependent Director
` 28,000/- p.a.
` 28,000/- p.a.
` 84,000/- p.a.
` 84,000/- p.a.
` 84,000/- p.a.
` 28,000/- p.a.
Total (1)
2. Other Non-executive
Directors:
A) Fee for attending
Board/Committee
Meetings
B) Commission
Others, please specify
-
Total (2) - -
OLYMPIC CARDS LIMITED
Total (B)=(1+2) -
Total managerial remuneration
Overall ceiling as per the Act - -
34
OLYMPIC CARDS LIMITED
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
Remuneration
to Key SI.NO
Particulars of
RemunerationName of KMP Total Amount
1Gross Salary
a) Salary as per
provisions contained in
section 17(1) of the Income
tax Act, 1961
1. Mr. K.Rafee Ahammed
` 2,64,000/- p.a
2. Mr. Ramachandran
Dhanasekaran ` 2,40,000/- p.a
(CFO)
Company Secretary
b) Value of Perquisites
u/s 17(2) of the Income Tax
Act, 1961
-
-
c) Profits in lieu of salary
Under section 17(3) of the
Income Tax Act,1961-
-
2 Stock option - -
3 Sweat Equity - -
4
Commission
-
-
- As % of profit
- Others, specify
5 Others please specify - -
6 Total (A) 2 ` 5,04,000/-
Ceiling as per the Act - Not Applicable
VI. Board Meetings & Attendance at Board meetings:
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES, if any :
Nil
OLYMPIC CARDS LIMITED
The Board of Directors met 5 times during this financial year and the dates are as follows:
S.No Date of Board
Meeting
Board Strength No. of directors
Present
1 25-05-2016 6 6
2 11-08-2016 6 6
3 14-11-2016 6 6
4 14-02-2017 6 6
5 31-03-2017 6 6
36
OLYMPIC CARDS LIMITED
Form No.MR-3SECRETARIAL AUDIT REPORT
“Act”
[Pursuant to section 204(1) of the Companies Act,2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules, 2014]
FOR THE FINANCIAL YEAR ENDED 31-03-2017
Board
To The Members.M/s. Olympic Cards Limited
I have conducted the secretarial audit of the compliance of applicable statutory provisions and theadherence to good corporate practices by M/s Olympic Cards Limited (Hereinafter called thecompany). Secretarial Audit was conducted in a manner that provided me a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the books, papers, minute books, forms and return filed and otherrecords maintained by the company and also the information provided by the Company, its officers,agents and authorized representatives during the conduct of secretarial audit, I hereby report that in myopinion, the company has, during the audit period covering the financial year ended on 31.03.2017,complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reportingmade hereinafter:
I have examined the books, papers, minute books, forms and Returns filed and other recordsmaintained by M/s. OLYMPIC CARDS LIMITED for the financial year ended on 31.03.2017according to the provisions of ;
(i) The CompaniesAct, 2013 (the ) and the rules made there under ;
(ii) The Securities Contracts (Regulation)Act,1956 and the rules made there under;
(iii) The DepositoriesAct, 1996 and the Regulations and Bye-laws framed there under ;
(iv) The following Regulations and Guidelines prescribed under the Securities and Exchangeof IndiaAct , 1992 (' SEBIAct'):-
(a) The Securities and Exchange Board of India (SubstantialAcquisition of Shares andTakeovers) Regulations, 2011 ;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 2015.
(c) The Securities and Exchange Board of India (Registrars to an Issue and Share TransferAgents) Regulations, 1993 regarding the CompaniesAct and dealing with client ;
(d) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015.
T.MURUGAN, B.Sc., ACA.,ACS., M22-E, Sri Subah Colony,
Company Secretary in Practice Munusamy Road, K.K. Nagar,
Chennai – 600 078.
Ph.: 23661875, 9381035900
ANNEXURE - III
37
OLYMPIC CARDS LIMITED
(v) The other laws specifically applicable to this company are as follows:
(a) FactoriesAct 1948,
(b) Industrial DisputeAct 1947,
(c) Shops and EstablishmentAct
I have also examined compliance with the applicable clauses of the following:
(i) Listing agreement entered into by the Company with Bombay Stock Exchange.
(ii) Secretarial Standard on Meeting of the Board of Directors (SS-1) and GeneralMeetings (SS-2) Issued by The Institute of Company Secretaries of India (ICSI).
I report that, during the year under review, the company has complied with the provisions of the Acts,rules, regulations and guidelines mentioned above.
I further report that, there were no actions/events in pursuance of :
a) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008:
d) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009:
e) The securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations, 2009
I further report that, based on the information provided by the Company, its officers and authorizedrepresentatives during the conduct of audit, in my opinion, adequate systems and processes and controlmechanism exist in the company to monitor and ensure compliance with general laws like Labour andEnvironmental laws.
I further report, that the compliance by the Company of applicable financial laws, like direct andindirect tax laws are subjected to review by statutory financial audit and other designatedprofessionals.
b) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
c) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999,
requiring compliance thereof by the company during thefinancial year.
38
OLYMPIC CARDS LIMITED
During the period under review the Company has complied with the provisions of the Act, Rules,Regulations, Guidelines, Standards, etc. mentioned above.
The Board of Directors of the Company is duly constituted with Proper balance of ExecutiveDirectors, Non-Executive Directors and Independent Directors. The changes in the composition of theBoard of Directors that took place during the period under review were carried out in compliance withthe provisions of theAct.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes onagenda were sent at least Seven days in advance, and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda Items before the meeting and for meaningful participatingat the meeting.
As per the minutes of the meetings duly recorded and signed by the Chairman, the decision of the Boardwere unanimous and no dissenting views have been expressed.
there are adequate systems and processes in the company commensurate withthe size and Operations of the company to monitor and ensure compliance withApplicable laws, rules,regulations and guidelines.
Sd/-T. Murugan
Place: Chennai Practicing Company SecretaryDate : 19th May 2017 Membership No:A11923/C.P.No.4393
I further report that
I further report that
39
OLYMPIC CARDS LIMITED
ANNEXURE-IV
FORM NO AOC-2
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 arms length transactions under third proviso thereto.
(Pursuant to clause (h) of subsection (3) of section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014)
1. Details of Contracts/ Arrangements/transactions not at arm’s length basis
(a) Name(s) of the related party & nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of contracts/arrangements/transactions
(d) Salient terms of contracts/arrangements/transactions including
the value, if any
(e) Justification for entering into such contracts/arrangements NIL
/transactions
(f) Date(s) of approval by the board
(g) Amount paid as advances, if any:
(h) Date on which the special resolution was passed in general meeting
as required under first proviso to section 188.
2. Details of Contracts/ Arrangements/ transactions at arm’s length basis:
S.No. Name of
Related party/
Nature of
Relationship
Nature of Contract Amount
(Rs)
Duration
of
contract
Date(s) of
approval by the
board
Amount
paid as
advances, if
any: (Rs)
Mr. H.Noor
Mohamed,Managing
Director
Rent paid:
1) No.195, N.S.C Bose
Road, Chennai 600 001.
2) No.52,
14,50,656
2,75,800
5years
from
5.8.2013
5years
1.5.2013
27.1.2014
10,80,000
1,25,000Malayaperumal St.,
Chennai-600 001.
from
1.2.2014
40
1.
3) Shop Nos.7/1 & 7/2,
Dee Cee Complex, F
Block, Door No.37&38,
II Avenue, Anna Nagar
East, Chennai-600 102
4) No.957, Raja Street,
Coimbatore-641 001
5) No.9, Chinnathambi
Street, Chennai 600 001.
6).No.10, Chinnathambi
Street, Chennai 600 001.
7) Old No.20, New
No.49, S.R.P.Koil
Street(North),
Peravallur, Chennai-
600080.
2,068,500
3,44,750
41,370
2,75,800
4,59,667
-------------
49,16,543
5 year
from
1.1.2014
5 years
from
1.2.2014.
5 years
from
1.2.2014
5 years
from
1.2.2014
5 years
from
1.1.2014
30.11.2013
27.1.2014
27.1.2014
27.1.2014
30.11.2013
15,00,000
83,000
1,25,000
1,25,000
6,66,667
--------------
37,04,667
2.
Mr.N.Mohamed
Iqbal
S/o. Mr. H. Noor
S/o. Mr. H. Noor
Mohamed,
Mohamed,
Managing
Managing
Director
Director
Rent Paid:
1) No.195, N.S.C Bose
Road,Chennai 600 001.
2) Old No.20, New
No.49, S.R.P.Koil
Street(North),
Peravallur, Chennai-
600080.
7,25,328
4,59,666
-------------
11,84,994
5years
from
5.8.2013
5 years
from
1.1.2014
1.5.2013
30.11.2013
5,40,000
6,66,666
---------------
12,06,666
3.
Mr.N.Mohamed
Faizal,
Whole Time
Director,
Rent Paid:
1) No.195, N.S.C Bose
Road,Chennai 600 001.
2) Old No.20, New
No.49, S.R.P.Koil Street
7,25,328 5years
from
5.8.2013
1.5.2013 5,40,000
OLYMPIC CARDS LIMITED
(North), Peravallur,
Chennai-600080.
4,59,666
-------------
11,84,994
5 years
from
1.1.2014
30.11.2013 6,66,667
---------------
12,06,667
41
OLYMPIC CARDS LIMITED
For and on behalf of the Board
Place: Chennai H. NOOR MOHAMED
Date: 22.05.2017 CHAIRMAN
4.
Olympic Plastic
Products-
Partners:
1. Mr. H.Noor
Mohamed.
2.
Mr.N.Mohamed
Faizal.
3.Mr.N.Mohamed
Iqbal.
Rent Paid:
Plot No.4, Vyasarpadi
Co-operative Industrial
Estate, Vyasarpadi,
Chennai-600039
24,000 5 years
from
1.2.2014
27.1.2014 2,00,000
5.
Mrs. S.Jarina,
Director,
Rent Paid
No.195, N.S.C Bose
Road, Chennai 600 001.
7,25,328 5years
from
5.8.2013
1.5.2013 5,40,000
W/o. Mr. H. Noor
Mohamed,ManagingDirector
42
OLYMPIC CARDS LIMITED
ANNEXURE-V
FORM-A
Statement of Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo pursuant to the Companies (Accounts) Rules, 2014.
A. Power and Fuel Consumption As on 31.03.2017 As on 31.03.2016
01. Electricity
(a) Purchased
Units 1,660,558 1,773,285
Total Amount( ) 9,963,349` 10,639,708
Rate/unit ( ) 6 6`
(b) Own Generation
Through Diesel generators
Units NIL NIL
Unit per-liter of Diesel oil
Cost/Unit NANA
02. Coal NA NA
03. Furnace Oil NA NA
04. Others ( )` 702,944 377,769
Consumption per unit of Production. NA NA
Capital investment on Energy
Conservation equipment Nil 3,85,66,099.53( )`
Steps taken or impact on conservation of energy:
Steps taken to conserve energy wherever possible.
Steps taken by the Company for utilising alternate source of energy:
Solar Power project has been installed.
43
B.TECHNOLOGY ABSORPTION NIL NIL
OLYMPIC CARDS LIMITED
FORM-B
(Form for disclosure of particulars with respect to Technology Absorption)
As on
31.03.2017
As on
31.03.2016
Research and Development (R&D): NIL NIL
Expenditure on R&D: NIL NIL
Technology Absorption, Adoption and
Innovation: NIL NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO:
As on 31.03.2017
( )`
As on 31.03.2016
( )`
a. Total Foreign Exchange
earned NIL 20,19,218
b. Foreign Exchange outgo NIL NIL
FORM - C
44
ANNEXURE-VI
OLYMPIC CARDS LIMITED
REPORT ON CORPORATE GOVERNANCE
1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company makes it a point to comply with the requirements of the Code of Corporate Governance
(Code) introduced by the Securities and Exchange Board of India(SEBI) and incorporated under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (w.e.f. December 1, 2015) in all
material aspects, stipulated for listed companies. The company also makes it a point to comply with all
2. BOARD OF DIRECTORS AND ITS COMPOSITION
At present the Board is functioning with three non-independent members and three independent directors.
Physical Attendance of each Director since April 2016 at the Board Meetings and the last AGM.
OLYMPIC CARDS LIMITED
The following is the report on the practices of the company on major aspects of corporate governance:
the applicable legal provisions in letter and spirit.
None of the directors is a member of more than ten board level committees or a Chairman of more
than five such committees.
Mr.N.Mohamed Faizal, Director is the son of Mr.H.Noor Mohamed, Managing Director.Mrs.S.Jarina, Woman Director is the wife of Mr.H.Noor Mohamed, Managing Director.The Independent Directors are not related to each other or related to the other Directors.Details of familiarization programme is available in the Company’s website:www.oclwed.com
Name of theDirector
Category No. of
Board
Meetings
Attended /
Percentage
No. ofoutsideDirector-
ship held
Attendance No. ofEquitySharesheld
No. of Chairman-ship & Member-ship in othercommittees of theBoard
at thelast AGM
1.Mr.H. Noor
Mohamed
Managing
Director-
Executive- Non
Independent
5/5 - Yes 5731683 NIL 1
2. Mr.N. MohamedFaizal
Whole-Time
Director-
Executive- Non
Independent
5/5 - Yes 942845 NIL NIL
4. Mr. Abdul Latif Director- Non
Executive –
Independent5/5 - Yes 2 3
5.Mr.Ramanathan Director-Non
Executive -
Independent
5/5 - Yes NIL
NIL
1 4
6.Dr.S. Amuthakumar
Director-Non
Executive -
Independent
5/5 - Yes NIL 5
3.Mrs. S.JarinaNon-Executive
Non-Independent5/5 - No 793291
1300
NIL NIL
Ameer Ali
Chairman Member
(100%)
(100%)
(100%)
(100%)
(100%)
(100%)
Lakshmanan
45
S.No Date of Board
Meeting
Board Strength No. of directors
Present
1 25-05-2016 6 6
2 11-08-2016 6 6
3 14-11-2016 6 6
4 14-02-2017 6 6
5 31-03-2017 6 6
3. BOARD MEETINGS:
The total number of Board Meetings held from 01.04.2016 to 31.03.2017 was 5 on the following
dates:
4. MEETINGS OF INDEPENDENT DIRECTORS:
OLYMPIC CARDS LIMITED
Pursuant to the provisions of Companies Act, 2013 read with Rules made there under and the SEBI(LODR) Regulations, 2015 the Company's Independent Directors meet at least once a year without thepresence of Executive Director or management personnel.
Such meetings are conducted to enable Independent Directors to discuss matters pertaining to theCompany's affairs and put forth their views to the Chairman of the Board. The Chairman takesappropriate steps to present their views to the Board Members.
A. Terms of reference and Composition, of the Members and Chairman:
The Audit Committee consists of Mr. N.A.Ameer Ali-Chairman, Mr. Ramanathan Lakshmanan andDr. S.Amuthakumar, independent directors and Mr. H.Noor Mohamed, Managing Director asmembers. The audit committee met 5 times during the year on 25.05.2016; 11.08.2016; 12.11.2016,13.02.2017 & 30.03.2017All the members were present at all the above meetings.
Mr. K. RafeeAhamed, Company Secretary is the Secretary of the Committee.
The primary objective of the audit committee is to monitor and provide an effective supervision of theManagement’s financial reporting process, to ensure accurate and timely disclosures, with the highestlevels of transparency, integrity and quality of financial reporting. The audit committee oversees thework carried out in the financial reporting process by the management, the internal auditors and theindependent auditors and notes the process and safeguards employed by each of them. The auditcommittee has the ultimate authority responsibility to select, evaluate and, where appropriate, replacethe independent auditors in accordance with the law. All possible measures must be taken by the auditcommittee to ensure the objectivity and independence of the independent auditors.
All recommendations made by the audit committee during the year were accepted by the Board.
5.AUDIT COMMITTEE:
46
OLYMPIC CARDS LIMITED
6. STAKEHOLDERS RELATIONSHIP COMMITTEE:
7. NOMINATION AND REMUNERATION COMMITTEE:
REMUNERATION POLICY:
REMUNERATION PAID TO DIRECTORS & KEY MANAGERIAL PERSONNEL
The company has a Stakeholders Relationship Committee that which meets according to the necessity.The Stakeholders Relationship Committee consists of Ramanathan Lakshmanan (Chairman of thecommittee), Mr. N.A. Ameer Ali and Dr. S.Amuthakumar, directors (all independent) as members tolook into all the communications received from the shareholders, and complaints received from stockexchanges.
The shares received are usually transferred within a period of 10 to 15 days from the date of receipt,subject to their validity.
Investors are eligible to file their nomination against shares held under physicalmode.The facility of nomination is not available to non-individuals shareholders such as societies, trust,bodies corporate, Karta of Hindu Undivided Families and holders of Power ofAttorney.Investors are advised to avail this facility, especially investors holding securities in single name, toavoid the process of transmission by law. Investors holding shares held in electronic form, thenomination has to be conveyed to your Depository participants directly, as per the format prescribed bythem.
Nomination Facility:
The Nomination and Remuneration Committee consists of Capt. N.A.Ameer Ali (Chairman of thecommittee), Mr. Ramanathan Lakshmanan and Dr. S.Amuthakumar, directors(all independent) asMembers to fix salary allowances and other perks to senior level personnel as and when appointed bythe Company. There was no meeting during the year under review.
The Remuneration Policy of the Company for the managerial personnel is based on the performancepotential and performance of the individual/personnel.
CEO/CFO CERTIFICATION by Mr. H. Noor Mohamed, Managing Director & Chief ExecutiveOfficer and Mr. R. Dhanasekaran, Chief Financial Officer as required by SEBI (LODR) Regulations2015 was placed before the Board at its meeting held on 22.05.2017.
:The Nomination and Remuneration Committee recommends the remuneration payable to Directorsand Key Managerial Personnel which is approved by the Board of Directors and where necessaryfurther approved by the Share Holders through Ordinary or Special Resolution as applicable.
Where, in any financial year during the currency of the tenure of the appointee the Company has noprofits or its profits are inadequate the Company will pay the remuneration as determined by theNomination and Remuneration Committee subject to the ceilings prescribed under Schedule V of theCompaniesAct, 2013.
47
OLYMPIC CARDS LIMITED
Details of Remuneration paid/ payable to Executive Directors and Key Managerial Personnel/Directors during the period under review is as follows:
Name Designation
Amount (in
`) Per
Annum
Mr. H.Noor Mohamed Managing Director 6,00,000
Mr. N. Mohamed Faizal Whole Time Director 6,00,000
----
Mr. K.Rafee Ahamed Company Secretary 2,64,000
Mr. DhanasekaranRamachandran
Mrs. S. Jarina
2,40,000Chief Financial Officer
Director
Non Executive and Independent Directors’ Remuneration :
No Remuneration was paid to Non-Executive and Independent Directors.Only Sitting Fee was paid to Non-Executive Independent Directors.
The Company has Internal Complaints Committee and Whistle Blower Committee.
Number of Meetings held : Nil
NameAmount (in )`
Per Annum(Sitting Fees)
Mr. Abdul Latif Ameer Ali 28,000
Mr. Lakshmanan 28,000Ramananthan
Dr.S. Amuthakumar 28,000
8. ANNUAL & GENERAL MEETINGS:
Year & Meeting Date Time Venue
2012-13 A.G.M 24.09.2013
Tuesday
03.00 P.M Narada Gana Sabha Trust,Mini Hall,
314, T.T.K.Road, Chennai -600018
2013-14 A.G.M 11.09.2014
Thursday
3.00 P.M “Sri Thyaga Brahma Gana Sabha Mini Hall”,
“Sri Thyaga Brahma Gana Sabha Mini Hall”,
Vani Mahal, 103. G.N.Chetty Road,
T.Nagar. Chennai-600017
2014-15 A.G.M 15-09-2015
Tuesday
3.00 P.M Narada Gana Sabha Trust, Mini Hall
314, T.T.K.Road, Chennai -600018
2015-16 A.G.M 08-09-2016
Thursday
2.00 P.M Narada Gana Sabha Trust, Mini Hall314, T.T.K.Road, Chennai -600018
2016-17 A.G.M 21-09-2017
Thursday
2.00 P.M
Vani Mahal, 103. G.N.Chetty Road,
T.Nagar. Chennai -600017
48
OLYMPIC CARDS LIMITED
Date of AGM/ EGM
Whether any
Special
Resolution
Passed
Particulars
11.09.2014 (AGM) Yes 1. Special Resolution was passed for the
appointment of Mr. H. Noor Mohamed as
the Managing Director.
2. Special Resolution was passed for the
alteration of Articles of Association of the
company.
3. Special Resolution was passed for
increasing the borrowing powers under
Section 180(1)(c) of the Companies Act,
2013 to Rs.250 Crores.
4. Special Resolution was passed for
creating charge to the tune of the borrowing
powers under Section 180(1) (a) of the
Companies Act, 2013.
15-09-2015 (AGM)
08-09-2016 (AGM)
Yes
No
Special Resolution was passed for the re-
appointment Mr. N. Mohamed Faizal,
Not Applicable
Whole time Director (3 years from 01-12-
2015).
No Special Resolution was passed through Postal Ballot during last year. No Special Resolution
requiring voting by Postal Ballot is included in the Notice convening the ensuing 25 Annual GeneralMeeting of the Company.
th
49
OLYMPIC CARDS LIMITED
9. DISCLOSURES:
10. MEANS OFCOMMUNICATION
1. There were no materially significant related party transactions that had potential conflict with theinterests of the Company at large. Transactions in the ordinary course of business with the relatedparties are disclosed in the Notes to Financial Statements.
2. There have been no instances of non-compliance by the Company on any matters related to thecapital markets nor have any penalties/strictures been imposed on the Company by the StockExchanges or SEBI or any other statutory authority on such matters.
3. The Company has laid down procedures to inform the Board Members about the risk assessment andits mitigation, which is periodically reviewed to ensure that risk control, is exercised by theManagement effectively.
4.AManagement Discussion andAnalysis Report has been presented as part of the Directors' Report.
5. The Company has complied with all the mandatory requirements stipulated under SEBI (LODR)
Regulations, 2015.
6.Training of Board Members: Training to the Directors is being provided by the Company.
7.Mechanism for evaluating non-Executive Board Members: The Company has contemplatedmethods for evaluation of the performance of Non-Executive Directors.
8.Whistele-Blower Policy: Whistle Blower Policy has been laid down. The Company has recognizethe importance of information and so access is available for any employee at any level to report tothe management about the unethical bahaviour, if any are suspected fraud bystaff/officers/suppliers/customers or any other point of concern.
9. The Company has no subsidiary.
Half –Yearly report sent to the eachhousehold of shareholder = No
Quarterly Results = No. The results of the Company arePublished in the newspapers.
Any website where displayed = www.oclwed.com
Whether it is also displayed inOfficial news papers = No
The presentation made to institutionalInvestors or to analysts = No
Newspaper in which results are normally published = Business Standard (English) and MaalaiSudar (Tamil)
50
OLYMPIC CARDS LIMITED
11. SHAREHOLDERS' INFORMATIONi. Date of Book Closure
ii. Date & Venue of Meeting
iii Dividend Payment
Unclaimed Dividends:
iv. Financial Calendars:
v. Listing/Stock Code of equity shares:
:
From 15 September, 2017 to 21 September, 2017 (both days inclusive)
:
Thursday, 21 September, 2017, 2.00 P.M.
NIL(PreviousYear: NIL)
Pursuant to Section 124 of the Companies Act, 2013 and other applicableprovisions and rules there under, dividends that are unpaid/unclaimed for a period of 7 years from thedate they became due for payment are required to be transferred by the Company to the InvestorEducation and Protection Fund (IEPF). Given below are the dates of declaration of dividend andcorresponding dates when unpaid/unclaimed dividends are due for transfer to IEPF:
-----------------------------------------------------------------------------------------------------------------------Year Type of Dividend Dividend Date of Due date for transfer to IEPF
-----------------------------------------------------------------------------------------------------------------------2013 Final Dividend on Equity Shares 0.60 24.09.2013 23.10.2020
Members who have so far not encashed their dividend warrants are requested to write the Company /Registrar to claim the same, to avoid transfer to IEPF. Members are advised that no claims shall lieagainst the said Fund or the Company for the amounts of dividend so transferred to the said Fund.
Financial Reporting for Quarter ending June 30, 2016 – second week ofAugust, 2016;
Quarter ending September 30, 2016 - Second week of November, 2016;
Quarter ending December 31, 2016 - Second week of February, 2017;
Year ending March 31, 2017 – Last week of May, 2017; &
Annual General Meeting for the year ended March 31, 2017 – in the month of September 2017.
Bombay Stock Exchange Ltd. (BSE)-Stock Code 534190.Listing fee has been paid to the aforesaid exchange.
nd st
st“SRI THYAGABRAHMAGANASABHAMINI HALL,
“VANI MAHAL” No.103, G.N. Chetty Road, T. Nagar, Chennai – 600 017.
per share( ) Declaration
2014 Final Dividend on Equity Shares 0.70 11.09.2014 18.10.20212015 Final Dividend on Equity Shares 0.50 15.09.2015 21.10.2022-----------------------------------------------------------------------------------------------------------------------
`
51
OLYMPIC CARDS LIMITED
vi. Registrar and Share Transfer Systems:
In due compliance with SEBI norms, the Company has entrusted the share transfer work both
physical as well as electronic transfers to the transfer agents mentioned below:
M/S. CAMEO CORPORATE SERVICES LIMITED
Subramaniam Building, No.1, Club House Road,
Chennai 600 002
Phone No.044 -28460390 - 394; Fax: 044 - 28460129
Email: [email protected]; Web : www.cameoindia.com
vii. Secretarial Department
OLYMPIC CARDS LIMITED
195, N.S.C. Bose Road, Chennai – 600 001.
CIN: L65993TN1992PLC022521
Telephone : 044 - 2538 0652 / 4292 1000
Fax : 044 - 2539 0300
E-mail : [email protected]
Website : www.oclwed.com
COMPLIANCE OFFICER: Mr. K.Rafee Ahammed, Company Secretary
Telephone : 044 - 2538 0652 / 4292 1000
Fax : 044 - 2539 0300
E-mail : [email protected]
12. RECONCILIATION OF SHARE CAPITAL AUDIT
DESCRIPTION FREQUENCY FOR QUARTER
ENDED
FURNISHED ON
TO THE STOCK
EXCHANGE
Reconciliation of
Share Capital Audit
to Stock exchange
on reconciliation of
the total admitted
capital with
NDSL/CDSL & the
total issued & listed
capital.
Quarterly
31-03-2017 11-04-2017
31-12-2016 11-01-2017
30-09-2016 12-10-2016
30-06-2016 19-07-2016
52
Details of Capital Changes since Incorporation
Year
Authorized
Capital
(Rupees)
Paid – Up Capital
Date No. of
Shares
Amount Paid up
Capital ( )`
1992
1996
1998
1999
2000
2001
2002
2003
10,00,000 21.04.1992 20* 2000 2,000
10.07.1996 9,980* 9,98,000
1997 2,00,00,000 07.01.1997 1,00,000** 10,00,000 10,00,000
10,00,000
11.09.1998 13,500 1,35,000 11,35,000
29.10.1998 22,600 2,26,000 13,61,000
06.11.1998 47,500 4,75,000 18,36,000
16.11.1998 25,600 2,56,000 20,92,000
11.12.1998 63,100 6,31,000 27,23,000
02.01.1999 11,000 1,10,000 28,33,000
22.03.1999 33,500 3,35,000 31,68,000
22.06.1999 5,500 55,000 32,23,000
13.12.1999 83,500 8,35,000 40,58,000
16.03.2000 35,900 3,59,000 44,17,000
23.03.2000 10,000 1,00,000 45,17,000
14.04.2000 33,000 3,30,000 48,47,000
25.07.2000 6,15,300 61,53,000 110,00,000
04.08.2000 3,000 30,000 110,30,000
19.10.2000 18,100 1,81,000 112,11,000
31.10.2000 2,20,000 22,00,000 134,11,000
30.04.2001 1,63,000 16,30,000 150,41,000
31.08.2001 45,500 4,55,000 154,96,000
01.03.2002 31,000 3,10,000 158,06,000
30.06.2002 12,000 1,20,000 159,26,000
16.09.2002 12,500 1,25,000 160,51,000
16.06.2003
(Buy Back) (5,37,124) (53,71,240) 106,79,760
2007 6,00,00,000 05.02.2007 1,12,500 11,25,000 118,04,760
19.02.2007 1,15,000 11,50,000 129,54,760
OLYMPIC CARDS LIMITED
( )`
* The Face Value of the Equity Shares were sub-divided from 100 each to 10 eachw.e.f. 07.01.1997.
** Sub-division of Shares.
` `
53
OLYMPIC CARDS LIMITED
2008
2009
7,00,00,000 25.01.2008 12,95,476 1,29,54,760 259,09,520
29.03.2008 4,61,000 46,10,000 305,19,520
31.03.2008 29,48,048 2,94,80,480 600,00,000
06.01.2009 3,25,000 32,50,000 632,50,000
18.12.2009 20,000 2,00,000 634,50,000
2010 17,00,00,000 01.06.2010 2,000 20,000 634,70,000
30.06.2010 6,000 60,000 635,30,000
30.07.2010 2,00,000 20,00,000 655,30,000
28.08.2010 19,65,900 1,96,59,000 851,89,000
22.03.2012 77,89,800 7,78,98,000 16,30,87,000
1. Distribution of Shareholding as on 31.03.2017
Sl.
No.Category No. of SharesNo. of Holders
% of
Holding
1. Promoters 63
8
5
1851
10
50
1775
524974 40.00
2. Persons acting in concert 3386581 20.77
3. Mutual Funds -- -
4. Corporate Bodies 1370498 8.40
5. Resident Indians 5013728 30.75
6. Non-Resident Indians 4199 0.03
7. Clearing Members 8720 0.05
GRAND TOTAL 16308700 100.00
2. Range of Holding as on 31.03.2017
Shareholding/
Shares Shareholders Shareholdings
Number % of Total Shares % of Total
1114 60.1836
235 12.6958
87 4.7001
104 5.6185
35 1.8908
37 1.9989
13196 0.0809
67679 0.4149
73900 0.4531
161071 1.9876
96012 0.5887
121312 0.7438
1 - 100101 - 500
501 - 10001001 - 20002001 - 30003001 - 4000
* The Face Value of the Equity Shares were sub-divided from 100 each to 10 eachw.e.f. 07.01.1997.
** Sub-division of Shares.
` `
54
OLYMPIC CARDS LIMITED
4001 - 5000
5001 -10000
10001- and
above
38 2.0529
80 4.3219
121 6.5370
182145 1.1168
548437 3.5468
15014948 92.0671
Total 1851 100.0000 16308700 100.0000
Dematerialization of Shares
Shares comprising 98.17 % of the Paid up Capital have been dematerialized as on 31.03.2017.
Listing of Securities (Equity Shares): The shares of the company were listed at the BSE Ltd.
The 534190.Stock Code -
Market Price Data and Share Price performance vis a vis indices:
3. Outstanding GDRs / ADRs / Warrants/ etc.
There are no convertible instruments outstanding, which could increase the paid up equity capital
of the Company.
REGISTERED OFFICE:
No.195, N.S.C. Bose Road,, Chennai-600001;
Phone No. 044-42921000; 25380652;
Fax No.044-25390300
E. Mail:[email protected]
Website: www.oclwed.com
MonthOlympic Cards Limited BSE LTD INDEX
High ` Low ` Volume(No.) High Low
Apr-16 20.70 16.75 5,50,258 26,100.54 24,523.20May-16 25.75 17.60 9,30,875 26,837.20 25,057.93
Jun-16 20.70 16.80 4,80,804 27,105.41 25,911.33
Jul-16 23.50 17.30 3,68,539 28,240.20 27,034.14
Aug-16 23.75 17.00 701,706 28,532.25 27,627.97
Sep-16 23.75 18.20 2,83,588 29,077.28 27,716.78
Oct-16 26.00 18.10 5,16,942 28,477.65 27,488.30
Nov-16 19.10 14.50 1,36,691 28,029.80 25,717.93
Dec-16 19.25 15.60 2,02,089 26,803.76 25,753.74
Jan-17 19.50 16.20 30,773 27,980.39 26,447.06
Feb-17 20.40 16.70 2,30,904 29,065.31 27,590.10
Mar-17 21.00 17.40 2,67,881 29,824.62 28,716.21
55
OLYMPIC CARDS LIMITED
Address for Correspondence:
Investors may contact the Registrars and Share Transfer Agent for matters relating to shares,
dividends, Annual Reports and related issues at the following address viz., M/S. CAMEO CORPORATE
SERVICES LIMITED, Subramaniam Building, No.1, Club House Road, Chennai - 600 002;
Phone No.044-28460390 & 28460718; Fax: 044 - 28460129; Email: [email protected]
For other general matters or in case of any difficulties/grievances, investors may contact:
Mr. K. Rafee Ahammed, Company Secretary and Compliance Officer, at the Registered Office
of the Company at No.195, N.S.C. Bose Road, Chennai - 600001; Phone No. 044-42921000;
25380652; Fax No.044-25390300; E-mail: [email protected]
Shareholders holding shares in Electronic mode should address all their correspondence to their
respective Depository Participant.
13. COMPLIANCE WITH DISCRETIONARY REQUIREMENTS:
14. CEOAND CFO CERTIFICATION:
15. CODE OFCONDUCT:
1. The Board: There is no Non-Executive Chairperson in the Company.
2. Share Holders Rights: Will be followed in due course to send a half-yearly declaration of FinancialStatements to each household of Share Holders.
3. Modified Opinion(s) in Audit Report:
As required by SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, CEO andCFO Certification is provided in thisAnnual Report.
In compliance with Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and the Companies Act, 2013, the Company has framed and adopted a Code ofConduct and Ethics (“the Code”). The Code is applicable to the Members of the Board, the ExecutiveOfficers and all employees of the Company. The Code is available on our Website: www.oclwed.com.
All Members of the Board, the Executive Officers and Senior Financial Officers have affirmedcompliance to the Code as on March 31, 2017.
A declaration to this effect, signed by the CEO and MD and the CFO, forms part of the CEO & CFOCertification.
There have been no audit qualifications on the financialstatements and the Company is under a regime of unqualified financial statements.
4. Separate posts of Chairperson and Chief Executive Officer: Will be followed in due course.
5. Reporting of InternalAuditor directly to theAudit Committee: Being followed.
56
OLYMPIC CARDS LIMITED
“Bagirathi”, Ground Floor, No.112/249,Royapettah High Road, Chennai - 600 014.Phone : 45000141/42, Fax: 28131718Email: [email protected]
C.S. HARIHARAN & COChartered Accountants
Auditors’ Certificate on Corporate Governance.
ToThe Members of Olympic Cards Limited.
We have examined the compliance of conditions of Corporate Governance by M/s. OlympicCards Limited for the year ended 31st March, 2017 as stipulated in the relevant provisions ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 (”Listing Regulations”) as referred to in Regulation 15(2) of the ListingRegulations.
The compliance of conditions of Corporate Governance is the reponsibility of the management.Our examination was limited to procedure and implementation thereof, adopted by the Companyfor ensuring the compliance of the conditions of Corporate Governance. It is neither an audit noran expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, wecertify that the Company has complied with the conditions of Corporate Governance as stipulatedin the above mentioned Listing Regulations, as applicable.
We further state that such compliance is neither an assurance as to the future viability of theCompany nor the efficiency or effectiveness with which the Management has conducted theaffairs of the Company.
For C.S. HARIHARAN & COCharteredAccountantsFRN 001086S
C.S. HARIHARANPartner - M.No.216277
Place : ChennaiDate : 22.05.2017
57
OLYMPIC CARDS LIMITED
CEO and CFO certification_______________________________________________________________________________
The Board of Directors,Olympic Cards Limited,Chennai.
Dear Members of the Board,
We, H. Noor Mohamed, Chief Executive Officer and Managing Director, and R. Dhanasekaran, ChiefFinancial Officer of Olympic Cards Limited, to the best of our knowledge and belief, certify that:
1. We have reviewed the Balance Sheet, Statement of Profit and Loss and Cash Flow Statementof the Company and all the notes on accounts and the Board's report.
2. These statements do not contain any materially untrue statement or omit to state a material factnecessary to make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by this report.
3. The financial statements and other financial information included in this report, present in allmaterial respects a true and fair view of the Company's affairs, the financial condition, resultsof operations and cash flows of the Company as at, and for, the periods presented in this report,and are in compliance with the existing accounting standards and / or applicable laws andregulations.
4. There are no transactions entered into by the Company during the year that are fraudulent,illegal or violate the Company's Code of Conduct and Ethics except as disclosed to theCompany's auditors and the Company's audit committee of the Board of Directors.
5. We are responsible for establishing and maintaining disclosure controls and procedures andinternal controls over financial reporting for the Company, and we have:
a. Designed such disclosure controls and procedures or caused such disclosure controls andprocedures to be designed under our supervision to ensure that material informationrelating to the Company, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is beingprepared.
b. Designed such internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with Generally Accepted AccountingPrinciples (GAAP) in India.
58
c. Evaluated the effectiveness of the Company's disclosure, controls and procedures.
d. Disclosed in this report, changes, if any, in the Company's internal control over financialreporting that occurred during the Company's most recent fiscal year that has materiallyaffected, or is reasonably likely to materially affect, the Company's internal control overfinancial reporting.
6. We have disclosed, based on our most recent evaluation of the Company's internal control overfinancial reporting, wherever applicable, to the Company's auditors and the audit committeeof the Company's Board (and persons performing the equivalent functions):
a. Any deficiencies in the design or operation of internal controls, that could adversely affectthe Company's ability to record, process, summarize and report financial data, and haveconfirmed that there have been no material weaknesses in internal controls over financialreporting including any corrective actions with regard to deficiencies.
b. Any significant changes in internal controls during the year covered by this report.
c. All Significant changes in accounting policies during the year, if any, and the same havebeen disclosed in the notes to the financial statements.
d. Any instances of significant fraud of which we are aware, that involve the Management orother employees who have a significant role in the Company's internal control system.
7. We affirm that we have not denied any personnel access to the audit committee of theCompany (in respect of matters involving alleged misconduct) and we have providedprotection to whistleblowers from unfair termination and other unfair or prejudicialemployment practices.
8. We further declare that all Board members and senior management personnel have affirmedcompliance with the Code of Conduct and Ethics for the year covered by this report.
Place: Chennai H. Noor Mohamed R. DhanasekharanDate: 22.05.2017 Chief Executive Officer and Managing Director Chief Financial Officer
OLYMPIC CARDS LIMITED
59
OLYMPIC CARDS LIMITED
INDEPENDENT AUDITORS' REPORT
Report on the Financial Statements
Management's Responsibility for the Financial Statements
Auditors' Responsibility
The Members of Olympic Cards Limited
We have audited the accompanying financial statements of M/s. Olympic Cards Limited("the Company"), which comprise the Balance Sheet as at March 31, 2017, and the Statementof Profit and Loss and Cash Flow Statement for the year then ended, and a summary ofsignificant accounting policies and other explanatory information.
The Company's Board of Directors is responsible for the matters stated in Section 134(5) ofthe Companies Act, 2013 (“the Act”) with respect to the preparation and presentation ofthese standalone financial statements that give a true and fair view of the financial position,financial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India, including the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statements that give a true andfair view and are free from material misstatement, whether due to fraud or error..
Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standardsand matters which are required to include in the audit report under the provisions of the Actand the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified underSection 143 (10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company's preparation of the financial
60
OLYMPIC CARDS LIMITED
statements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made by theCompany's Directors, as well as evaluating the overall presentation of the financialstatements.
We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone financial statements.
In our opinion and to the best of our information and according to the explanations given tous, the financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the Company as atMarch 31, 2017;
(b) in the case of the Profit and Loss Account, of the profit for the year ended on that date;and
(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on thatdate.
1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued bythe Central Government of India in terms of sub-section (11) of section 143 of the Act,we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4of the Order, to the extent applicable.
2. As required by section 143(3) of the Act, we report that:
a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;
b) in our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books [and properreturns adequate for the purposes of our audit have been received from branches notvisited by us];
c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt withby this Report are in agreement with the books of account [and with the returnsreceived from branches not visited by us];
d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash FlowStatement comply with the Accounting Standards specified under Section 133 of theAct, read with relevant rule issued thereunder;
Opinion
Report on Other Legal and Regulatory Requirements
61
OLYMPIC CARDS LIMITED
e) On the basis of written representations received from the directors as on March 31,2017, and taken on record by the Board of Directors, none of the Directors isdisqualified as on March 31, 2017, from being appointed as a Director in terms ofSection 164 (2) of the Act.
f) with respect to the adequacy of the internal financial controls over financial reportingof the Company and the operating effectiveness of such controls, refer to our separatereport in “Annexure B”; and
g) With respect to the other matters to be included in the auditors' report in accordancewith the rule 11 of the Companies (Audit and Auditors) Rule, 2014, in our opinionand to the best of our information and according to the explanations given to us:
i. The company does not have any pending litigations and thereforedisclosing impact on its financial positions in its financial statementsdoes not arise.
ii. The company does not have material foreseeable loss if any, on longterm contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to betransferred, to the investor education and protection fund by thecompany
Chartered Accountants
Firm Regn. No.001086S
C.S. HARIHARAN
(Partner)
M.No.216277
Chennai, May 22, 2017
.
iv. The Company has provided requisite disclosures in its financial statements asto holdings as well as dealings in Specified Bank Notes during the periodfrom 8 November, 2016 to 31 December, 2016 and these are in accordancewith the books of accounts maintained by the Company. (Refer to Note.16) tothe financial statements.
For C.S. HARIHARAN & CO.,
62
OLYMPIC CARDS LIMITED
ANNEXURE - A TO THE AUDITORS' REPORT
1.
i) In respect of Fixed Assets :
ii) Inventory :
As required by the Companies (Auditor's Report) Order, 2016 issued by the CentralGovernment in terms of Section 143 (11) of the Companies Act, 2013 we enclose in theannexure a statement on the matters specified in the paragraph 3 & 4 of the said order and onthe basis of the information and explanations given to us and the books and recordsexamined by us in the normal course of our audit and to the best of our knowledge and belief,we report that:
(a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.
(b) The fixed assets were physically verified during the year by the managementin accordance with a phased programme of Verification, which, in ouropinion, provides for physical Verification of all fixed assets at reasonableintervals having regard to the size of the Company, nature and value of itsassets. According to the information and explanations given to us, nomaterial discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis ofour examination of the records of the Company, the title deeds of immovableproperties are held in the name of the company.
(a) As explained to us, inventories were physically verified during the year bythe management at reasonable intervals.
(b) In our opinion and according to the information and explanations given tous, the procedures of physical verification of inventory followed by theManagement were reasonable and adequate in relation to the size of theCompany and the nature of its business.
(c) In our opinion and according to the information and explanations given tous, The Company has generally maintained proper records of its inventoriesand no material discrepancies were noticed on physical verification.
63
OLYMPIC CARDS LIMITED
iii) Loans Granted :
iv) Loans, Investments, Guarantees & Securities:
v) Deposits from Public :
vi) Cost Records :
vii) Statutory dues:
The Company has not granted any loans, secured or unsecured, tocompanies, firms or other parties covered in the Register maintained underSection 189 of the Companies Act, 2013 and accordingly, the provisions ofClause (iii) of paragraph 3 of the Order are not applicable to the Company.
According to the information and explanations given to us, the Company hasnot accepted any deposits from the public during the financial year underreport within the meaning of sections 73 to 76 or any other relevant provision ofthe Companies Act, 2013 and rules framed there under.
We have broadly reviewed the books of accounts maintained by the companypursuant to the rules made by the Central Government for the maintenance ofcost records under section 148 of the Companies Act, 2013 and are of theopinion that prima facie, the prescribed accounts and records have been madeand maintained. We have however not made a detailed examination of thecost records with a view to determine whether they are accurate andcomplete.
a) According to the information and explanations given to us and therecords of the Company examined by us, the Company is generallyregular in depositing undisputed statutory dues, including ProvidentFund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax,Custom Duty, Excise Duty, Cess and any other material statutory dues.
b) We are informed that there are no dues of Sales tax, VAT, Income taxdeducted at source, which have not been deposited on account of anydispute.
Since, the details of granting of loans, investments, guarantees given andSecurities provided in view of provisions of section 185 and 186 of theCompanies Act, 2013 are not available to the Company, reporting on thematters specified in clause 3 (iv) of the Companies (Auditor’s Report) Order,2016 are not applicable to the Company.
64
viii) Default in repayment of dues :
ix) Initial Public Offer / Further Public Offer and Term Loans:
x) Frauds :
xi) Managerial Remuneration :
xii) Nidhi Company
xiii) Related Party Transactions
Based on our audit procedures and according to information and explanationgiven to us, we are of the opinion that the Company has not defaulted inrepayment of dues to Financial Institutions and banks, Government.
a) Company has not made any Initial Public Offer / Further Public Offer andas such the question of their application dues does not arise.
b) In our opinion and according to the information and explanations given tous, the term loans have been applied by the Company during the year forthe purpose for which they were obtained.
To the best of our knowledge and belief, and according to the information andexplanations given to us, and considering the size and nature of the Company'soperations, no fraud of material significance on the Company or no fraud bythe Company has been noticed or reported during the year.
According to the information and explanations given to us and based on ourexamination of the records of the Company, the Company has paid/providedfor managerial remuneration in accordance with the requisite approvalsmandated by the provisions of section 197 read with Schedule V to the Act.
Since the Company is not a Nidhi Company, reporting on the mattersspecified in clause 3 (xii) of the Companies (Auditor's Report) Order, 2016 arenot applicable to the Company.
According to the information and explanations given to us and based on ourexamination of the records of the Company, transactions with the relatedparties are in compliance with sections 177 and 188 of the Act whereapplicable and details of such transactions have been disclosed in thefinancial statements as required by the applicable Accounting Standards.
OLYMPIC CARDS LIMITED
65
OLYMPIC CARDS LIMITED
xiv) Preferential Allotment
xv) Non Cash Transactions
xvi) Registration under section 45-IA
Since the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the yearunder audit, hence reporting on the matters specified in clause 3 (xiv) of theCompanies (Auditor's Report) Order, 2016 are not applicable to theCompany.
Since the Company has not entered into any non-cash transactions withDirectors or persons connected with them, reporting on the matters specifiedin Clause 3 (xv) of the Companies (Auditor's Report) Order, 2016 are notapplicable to the Company.
Since there is no requirement for the Company of being registered undersection 45 – IA of Reserve Bank of India Act, 1934, reporting on the mattersspecified in clause 3 (xvi) of the Companies (Auditor's Report) Order, 2016 isnot applicable to the Company.
For C.S. HARIHARAN & CO.,CHARTEREDACCOUNTANTSFirm's Registration No: 001086S
C.S.HARIHARANPartnerMembership number: 216277Chennai, May 22, 2017
66
OLYMPIC CARDS LIMITED
Annexure - B to the Auditors' Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act, 2013 (“the Act”)
Management's Responsibility for Internal Financial Controls
Auditors' Responsibility
We have audited the internal financial controls over financial reporting of OLYMPICCARDS LIMITED (“the Company”) as of 31 March 2017 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date.
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteria establishedby the Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls over Financial Reporting issued bythe Institute of Chartered Accountants of India ('ICAI'). These responsibilities include thedesign, implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its business, includingadherence to company's policies, the safeguarding of its assets, the prevention and detectionof frauds and errors, the accuracy and completeness of the accounting records, and the timelypreparation of reliable financial information, as required under the Companies Act, 2013.
Our responsibility is to express an opinion on the Company's internal financial controls overfinancial reporting based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls over Financial Reporting (the“Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to anaudit of internal financial controls, both applicable to an audit of Internal Financial Controlsand, both issued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operated effectivelyin all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reporting, assessingthe risk that a material weakness exists, and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selected dependon the auditor's judgment, including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error.
67
OLYMPIC CARDS LIMITED
We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system overfinancial reporting.
A company's internal financial control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance that transactionsare recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts and expenditures of the companyare being made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition, use, or disposition of the company's assets that could have amaterial effect on the financial statements.
Because of the inherent limitations of internal financial controls over financial reporting,including the possibility of collusion or improper management override of controls, materialmisstatements due to error or fraud may occur and not be detected. Also, projections of anyevaluation of the internal financial controls over financial reporting to future periods aresubject to the risk that the internal financial control over financial reporting may becomeinadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.
In our opinion, the Company has, in all material respects, an adequate internal financialcontrols system over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31 March 2017, based on the internal control overfinancial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Meaning of Internal Financial Controls over Financial Reporting
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Opinion
For C.S. HARIHARAN & CO.,CHARTERED ACCOUNTANTSFirm's Registration No: 001086S
C.S.HARIHARANPartnerMembership number: 216277Chennai, May 22, 2017
68
OLYMPIC CARDS LIMITED
Particulars Note No.Figures as at the end of current
reporting period 31.03.2017
Figures as at the end of the
previous reporting period
31.03.2016
1 2 3 4
I. EQUITY AND LIABILITIES
(1) Shareholders' Funds
(a) Share Capital 2 163,087,000 163,087,000
(b) Reserves and Surplus 3 165,449,029 182,313,212
(c) Money received against share warrants - -
328,536,029 345,400,212
(2) Share Application Money pending allotment - -
(3) Non-Current Liabilities
(a) Long-Term Borrowings 4 363,847,136 382,535,062
(b) Defrred Tax Liabilities (Net) 5 50,976,191 34,215,311
(c) Other Long Term Liabilities 6 11,400,000 9,200,000
(d) Long-Term Provisions - -
426,223,327 425,950,374
(4) Current Liabilities
(a) Short-Term Borrowings 7 77,823,753 90,663,935
(b) Trade Payables 8 109,992,893 112,250,391
(c) Other Current Liabilities 9 69,490,770 51,603,402
(d) Short-Term Provisions 10 6,133,473 6,926,089
263,440,889 261,443,817
TOTAL 1,018,200,245 1,032,794,403
Particulars Note NoFigures as at the end of current
reporting period 31.03.2017
Figures as at the end of the
previous reporting period
31.03.2016
1 2 3 4
II. ASSETS
(1) Non-Current Assets
(a) Fixed Assets
(i) Tangible Assests 480,883,073 495,596,145
(ii) Intangible Assets 3,072,194 3,998,746
(iii) Capital work-in-progress - -
(iv) Intangible assets under development - -
(b) Non-Currrent Investments 11 5,000 5,000
(c) Deferred Tax Assets (net) - -
(d) Long-Term Loans and Advances 12 13,300,148 11,813,465
(d) Other Non-Current Assets - -
497,260,415 511,413,356
(2) Current Assets
(a) Current Investments - -
(b) Inventories 13 496,805,426 496,467,274
(c) Trade Receivables 14 11,008,259 6,273,561
(d) Cash and Cash Equivalents 15 5,328,087 9,232,055
(e) Short-Term Loans & Advances 16 623,231 911,680
(f) Other Current Assets 17 7,174,827 8,496,476
520,939,830 521,381,046
TOTAL 1,018,200,245 1,032,794,403
Significant Accounting Policies 1
The accompanying notes (1-26) are an integral part of the financial statements.
As per our report attached For and on behalf of the Board of Directors
Olympic Cards LimitedFor C S HARIHARAN & CO
Chartered Accountants
Firm Regn. No.001086S H. Noor Mohamed N. Mohamed Faizal
Managing Director Whole Time Director
C S Hariharan
Partner R. Dhanasekaran K. Rafee Ahammed
Membership No.: 216277 Chief Financial Officer Company Secretary
Chennai, May 22, 2017 Chennai, May 22, 2017 Chennai, May 22, 2017
BALANCE SHEET AS AT 31-03-2017
M/S. OLYMPIC CARDS LIMITED
Registered Office No.195, N.S.C. Bose Road, Chennai - 600 001.
`
`
`
`
69
OLYMPIC CARDS LIMITED
ParticularsNote
No.
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of the
previous reporting period
31.03.2016
1 2 3 4
I Revenue From Operations
Sale of Products/Goods 18 528,526,209 541,357,184
II Other Income 19 8,849,214 4,569,451
III Total Revenue ( I+II) 537,375,423 545,926,635
IV EXPENSES:
Cost of Materials Consumed 20 262,175,961 338,596,157
Purchases of Stock-in-Trade 21 103,883,470 126,433,733
Changes in Inventories of finished goods work-
in-progress and Stock-in-Trade
22 -338,152 -77,557,062
Employee Benefit Expenses 23 34,232,360 32,827,350
Financial Costs 24 61,271,691 61,379,568
Depreciation and Amortization Expenses 25 31,731,763 31,287,791
Other Expenses 26 44,521,634 51,453,851
Total Expenses 537,478,726 564,421,388
V Profit Before Exceptional and Extraordinary
Items and Tax (III - IV)
-103,303 -18,494,753
VI Exceptional Items - -
VII Profit Before Extraordinary Items and Tax (V - VI) -103,303 -18,494,753
VIII Extraordinary Items - -
IX Profit Before Tax (VII-VIII) -103,303 -18,494,753
X Tax Expense:
(1) Current Tax - -
(2) Deferred Tax 16,760,880 12,322,677
16,760,880 12,322,677
XI Profit/(Loss) for the period from continuing
operations (IX - X) -16,864,183 -30,817,430
XII Profit/(Loss) from discontinuing operations - -
XIII Tax Expenses of discounting operations - -
XIV Profit/(Loss) from discontinuing operations (after
tax) (XII - XIV) - -
XV Profit/(Loss) for the period (XI + XIV) -16,864,183 -30,817,430
XVI Earnings Per Equity Share:
(1) Basic -1.03 -1.89
(2) Diluted -1.03 -1.89
Significant Accounting Policies 1
As per our report attached For and on behalf of the Board of Directors
Olympic Cards LimitedFor C. S. HARIHARAN & CO.
Chartered Accountants
Firm Regn. No.001086S H. Noor Mohamed N. Mohamed Faizal
Managing Director Whole Time DirectorC. S. Hariharan
Partner R. Dhanasekaran K. Rafee Ahammed
Membership No.: 216277 Chief Financial Officer Company Secretary
Chennai, May 22, 2017 Chennai, May 22, 2017 Chennai, May 22, 2017
M/s.OLYMPIC CARDS LIMITED
Registered Office No.195, N.S.C. Bose Road, Chennai - 600 001.
PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31-03-2017
` `
70
Cashflow Statement for the financial year 2016-2017
ParticularsYear Ended 31st March
2017
Year Ended 31st March
2016
` `
A. CASH FLOW FROM OPERATING ACTIVITIES
PROFIT BEFORE TAX (103,303) (18,494,753)
Add: Depreciation and Amortisation 31,731,763 31,287,791
Add: Interest 59,247,606 56,660,780
Add: Bank Charges 2,024,085 4,718,788
Add: Loss on Sale of Assets 1,048,736 151,473
Less: Profit on Sale of Assets (1,896,029) -
Less: Difference in Foreign Exchange (Income) - (28,553)
EARNINGS BEFORE INTEREST, TAXES,
DEPRECIATION, AND AMORTISATION 92,052,858 74,295,526
(Inc)/Dec in Inventory (338,152) (77,557,061)
(Inc)/Dec in Sundry Debtors (4,734,698) (4,997,137)
(Inc)/Dec in Other Current Assets 1,327,954 -
(Inc)/Dec in Loans & Advances (1,204,539) 23,261,623
Inc/(Dec) in Current Liabilities 15,629,870 (41,356,610)
Inc/(Dec) in Provisions (792,616) 1,188,425
Change in WC requirement 9,887,819 (99,460,760)
Cash from Operations 101,940,677 (25,165,234)
Less: Taxes paid - -
Net Cash Flow from Operations Activities 101,940,677 (25,165,234)
CASH FLOW FROM INVESTING ACTIVITIES
(Purchase) / Sale of Fixed Assets (15,244,845) 2,338,987
(Purchase) / Sale of Investments - -
Net Cash Flow from Investing Activities (15,244,845) 2,338,987
CASH FLOW FROM FINANCING ACTIVITIES
Increase / (Decrease) in
Proceeds from Issue of Equity Shares - -
Proceeds / (Repayment) of Short term Borrowings -12,840,181 31,337,061
Proceeds / (Repayment) of Borrowings (18,687,926) 64,240,523
Net Proceeds/(Repayment) From Borrowings (31,528,108) 95,577,584
Net Proceeds/(Repayment) From Other Long term
Liabilities 2,200,000 2,400,000
Interest Paid (59,247,606) (56,660,780)
Bank Charges (2,024,085) (4,718,788)
Dividend Paid - (8,154,350)
Dividend Tax Paid during the year - (1,438,998)
Net Cash Flow from Financing Activities (90,599,799) 27,004,669
Net Increase / (Decrease) in Cash and Cash Equivalents
during the year(3,903,967) 4,178,421
Cash and Cash Equivalents at the beginning of the year 9,232,055 5,053,633
Cash and Cash Equivalents at the end of the year 5,328,087 9,232,055
OLYMPIC CARDS LIMITED
M/s. OLYMPIC CARDS LIMITED CASH FLOW STATEMENT
Registered Office: No.195, N.S.C. Bose Road, Chennai - 600 001.
As per our report attached For and on behalf of the Board of Directors
Olympic Cards LimitedFor C. S. HARIHARAN & CO.
Chartered Accountants
Firm Regn. No.001086S H. Noor Mohamed N. Mohamed Faizal
Managing Director Whole Time DirectorC. S. Hariharan
Partner R. Dhanasekaran K. Rafee Ahammed
Membership No.: 216277 Chief Financial Officer Company Secretary
Chennai, May 22, 2017 Chennai, May 22, 2017 Chennai, May 22, 2017
71
OLYMPIC CARDS LIMITED
c) Tangible Fixed Assets
i) Fixed assets are stated at cost, less accumulated depreciation and
impairment losses, if any. The cost comprises the purchase price,
borrowing cost if capitalization criteria are met and directly
attributable cost of bringing the asset to its working condition for its
intended use. Any trade discount and rebates are deducted in arriving
at the purchase price.
Subsequent expenditure related to an item of fixed asset is added to itsbook value only if it increases the future benefits from the existingasset beyond its previously assessed standard of performance. Allother expenses on existing fixed assets, including day-to-day repairand maintenance expenditure and cost of replacing parts, are chargedto the statement of profit and loss for the period during which suchexpenses are incurred.
Gains or losses arising from derecognition of fixed assets aremeasured as the difference between the net disposal proceeds and thecarrying amount of the asset and are recognized in the statement ofprofit and loss when the asset is derecognized.
ii) Borrowing Costs that are attributable to the acquisition or
construction of assets that necessarily take a substantial period of time
to get ready for its intended use are capitalized as part of the cost of
qualifying asset when it is possible that they will result in future
economic benefits and the cost can be measured reliably. Other
borrowing costs are recognized as an expense in the period in which
they are incurred.
d) Depreciation
Depreciation is provided using the Straight Line Method as per the rates
prescribed under Schedule II of the Companies Act, 2013 is as follows:-
Asset Rate (SLM)
Building factory 30 years
Building other than factory 60 years
Office Equipments 5 years
Furniture & Fittings 10 years
Plant & Machinery 15 years
Non – Commercial Vehicles 8-10 years
Computers and Accessories 3 years
Computers Software & Server 6 years
72
OLYMPIC CARDS LIMITED
NOTE 1
Statement of Significant Accounting Policies
Olympic Cards Limited, ‘the Company’, was incorporated on 21st April 1992
in Chennai. Prior to the incorporation of the Company, the promoters were
in the Printing Industry for 46 years. The Company is the leading
Manufacturer and Supplier of Invitation cards in India. The Company had
successfully come out with a public issue in the month of March 2012.
a) Basis of Preparation
The financial statements have been prepared and presented accordance
with the generally accepted accounting principal in India (Indian GAAP)
under the historical cost convention on an accrual basis. The Company
has prepared these financial statements to comply in all material respects
with the Notified Accounting Standard by the Companies (Accounting
Standards) Rules, 2006, (as amended) and the relevant provisions of the
Companies Act, 1956 read with General Circular 15/2013 dated 13th
September, 2013, issued by Ministry of Corporate Affair in respect of
Section 133 of the Companies Act, 2013
The financial statements have been prepared under the historical cost
convention on an accrual basis. The accounting policies applied by the
Company are consistent with those used in the previous years.
b) Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities
and the disclosure of contingent liabilities at the date of the financial
statements and the results of operations during the reporting period.
Although these estimates are based upon management’s best knowledge
of current events and actions, actual results could differ from these
estimates.
Estimates are underlying assumptions are reviewed on an ongoing basis.
Any revision to accounting estimate is recognized prospectively in the
current and future period.
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2016
73
OLYMPIC CARDS LIMITED
3) The Company has taken certain premises under Operating Leases, which expire
at various dates in future years and renewable for further period at the option of
the Company. There are no restrictions imposed by the lease arrangements. The
minimum lease rentals to be paid in respect of these leases are as follows:
Particulars
Year Ended31st March,
2017
Year Ended31st March,
2016` `
Lease payments for the year 15,740,510 14,586,211
Contingent Rent Recognized in the Profit andLoss Account
- -
Minimum Lease payments:
Not Later than one year 15,740,510 14,586,211
Later than one year but not later than five years 61,882,040 58,344,844
Later than five years - -
h) Investments
Investments that are readily realizable and intended to be held for not
more than a year are classified as current investments. All other
investments are classified as long term investments carried at cost.
However, provision for diminution in value is made to recognize a
decline other than temporary in the value of the investments.
i) Revenue Recognition
Revenue is recognized to the extent of probable economic benefits that
will flow to the Company and the revenue can be reliably measured.
Sales Income
Income from sales is booked based on agreements/arrangements with the
concerned parties or as and when revenue can be reliably measured.
Interest Income
Revenue is recognized on a time proportion basis taking into account the
amount outstanding and the rate applicable.
74
OLYMPIC CARDS LIMITED
e) Inventories
i) Inventories are valued at the lower of cost and net realizable value.
ii) Cost includes all direct costs and applicable production overheads in
the case of finished goods and work in progress, incurred in bringing
such inventories to their present location and condition. Cost also
includes all taxes and duties, but excludes duties and taxes that are
subsequently recoverable from taxing authorities.
iii) Raw materials, bought out items, consumables and stores and spares
are valued at lower of weighted average cost and net realizable value.
iv) Finished Goods are valued at lower of cost and net realizable value.
f) Impairment
a. The carrying amounts of assets are reviewed at each balance sheet
date if there is any indication of impairment based on
internal/external factors. An impairment loss is recognized
wherever the carrying amount of an asset exceeds its recoverable
amount. The recoverable amount is the greater of the asset’s net
selling price and value in use. In assessing the value in use, the
estimated future cash flows are discounted to their present value
at the weighted average cost of capital.
b. After impairment, depreciation is provided on the revised
carrying amount of the asset over its remaining useful life.
g) Leases
1) Leases where the lessor, effectively retains substantially all the
risks and benefits of ownership of the leased item, are classified as
operating leases. Operating lease payments are recognized as an
expense in the Profit and Loss account on a straight line basis over
the lease term.
2) Assets subject to operating leases are included in fixed assets.
Lease income is recognized in the Profit and Loss Account on a
straight line basis over the lease term. Costs, including
depreciation are recognized as an expense in the Profit and Loss.
Initial Direct Costs such as legal costs, brokerage costs, etc. are
recognized immediately in the Profit and Loss Account.
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OLYMPIC CARDS LIMITED
j) Foreign Currency Translation
Initial Recognition
Foreign Currency transactions are recorded in the reporting currency, by
applying to the foreign currency amount the exchange rate between the
reporting currency and the foreign currency at the date of the transaction.
Conversion
Foreign Currency monetary items are reported using the closing rate.
Non-monetary items which are carried in terms of historical cost,
denominated in a foreign currency are reported using the exchange rate at
the date of the transaction; and non-monetary items which are carried at
fair value or other similar valuation denominated in a foreign currency
are reported using the exchange rates that existed when the values were
determined.
Exchange differences
Exchange differences, in respect of accounting periods commencing on or
after 7th December 2006, arising on reporting of long term foreign
currency monetary items, at rates different from those at which they were
initially recorded during the period, or reported in previous financial
statements, in so far as they relate to the acquisition of a depreciable
capital asset, are added to or deducted from the cost of the asset and are
depreciated over the balance life of the asset.
Exchange differences arising on the settlement of monetary items are not
covered above; or on reporting company’s monetary items, at rates
different from those at which they were initially recorded during the year,
or reported in previous financial statements, are recognized as income or
as expenses in the year in which they arise.
k) Retirement and other employee benefits
a. Retirement benefit in the form of Provident Fund is a defined
contribution scheme and the contributions are charged to the
Profit and Loss Account of the year when the contributions to the
respective fund are due. There are no other obligations other than
the contribution payable to the respective fund.
76
OLYMPIC CARDS LIMITED
b. Upto the 31st March 2010 Gratuity has been accounted on
payment basis. With effect from the financial year 2010-11, the
above procedure has been changed and a Master policy has been
taken with the LIC of India and the premium is debited to the
annual P&L account every year. The settlement of gratuity is done
by the LIC of India. The above accounting policy is in line with AS 15.
l) Miscellaneous Expenditure
Deferred Revenue Expenses & Preliminary Expenses incurred have been
amortized during the year as per the requirement of AS-26, issued by
ICAI.
m) Income Taxes
Tax expense comprises current tax, deferred tax and fringe benefit tax.
Current income tax and fringe benefit tax is measured at the amount
expected to be paid to the tax authorities in accordance with the Income
Tax Act, 1961. Deferred income taxes reflects the impact of current year
timing differences between taxable income and accounting income for the
year and reversal of timing differences of earlier years.
Deferred tax is measured based on the tax rates and the tax laws enacted
or substantively enacted at the balance sheet date. Deferred tax assets are
recognized only to the extent that there is reasonable certainty that
sufficient future taxable income will be available against which such
deferred tax assets can be realized.
At each balance sheet date the Company re-assesses unrecognized
deferred tax assets. It recognizes unrecognized deferred tax assets to the
extent that it has become reasonably certain or virtually certain, as the
case may be that sufficient future taxable income will be available against
which such deferred tax assets can be realized.
The carrying amount of deferred tax assets are reviewed at each balance
sheet date. The Company writes-down the carrying amount of a deferred
tax asset to the extent that it is no longer reasonably certain or virtually
certain, as the case may be, that sufficient future taxable income will be
available against which deferred tax asset can be realized. Any such
write-down is reversed to the extent that it becomes reasonably certain or
virtually certain, as the case may be, that sufficient future taxable income
will be available.
77
OLYMPIC CARDS LIMITED
n) Segment Reporting Policies
The Company primarily operates in a single business segment,
‘Manufacturing of Invitation Cards’, within India and hence does not
require any separate segment reporting policies.
o) Earnings per Share
Basic earnings per share are calculated by dividing the net profit or loss
for the period attributable to equity shareholders by the weighted average
number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or
loss for the period attributable to equity shareholders and the weighted
average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares.
Particulars
Year Ended31st March,
2017
Year Ended31st March,
2016` `
i) Profit after Taxation (16,864,183)
ii) Number of equity shares of `10/- eachoutstanding at the beginning of the year
1,63,08,700
iii) Add: Number of Shares issued during theyear
-
iv) Number of equity shares of `10/- eachoutstanding at the end of the year
1,63,08,700
v) Weighted Average number of EquityShares
1,63,08,700
vi) Number of potential equity shares of`10/- each outstanding
1,63,08,700
vii) Earnings per Sharea. Basic (`) [I / v]b. Diluted (`) [I / vi]
(1.03)(1.03)
(30,817,430)
1,63,08,700
-
1,63,08,700
1,63,08,700
1,63,08,700
(1.89)(1.89)
78
OLYMPIC CARDS LIMITED
p) Provisions
A provision is recognized when an enterprise has a present obligation as a
result of past event and it is probable that an outflow of resources will be
required to settle the obligation, in respect of which a reliable estimate can
be made. Provisions are not discounted to its present value and are
determined based on best estimate required to settle the obligation at the
balance sheet date. These are reviewed at each balance sheet date and
adjusted to reflect the current best estimates.
q) Cash and Cash equivalents
a. Cash and cash equivalents in the balance sheet comprise of cash at
bank and Cash in hand ` 38,11,402/-
b. Cash and cash equivalents comprises of bank deposits given for
bank & others amounting to ` 15,16,685/- that are not available for
use by it.Deferred Tax
Particulars
Year Ended31st March,
2017Liability /
(Asset)
YearEndedat 31st
March, 2016Liability /
(Asset)
` `
Difference between written down value ofassets as per books of accounts and Income TaxAct
16,49,71,492 11,07,29,162
Net Deferred Tax Liability 5,09,76,191 3,42,15,311
Related Party Disclosure
Name of the Related party Nature of Relationship
Mr. H. Noor MohamedMr. N. Mohamed FaizalMrs. S. Jarina
Directors – Key Management Personnel
Mr. N. Mohamed SaleemMr. N. Mohamed RizwanMr. N. Mohamed Asraf AliMr. N. Mohamed IqbalMr. Haroon E L RashidMrs. H. Farida
Relatives of Key ManagementPersonnel
Olympic Plastic ProductsOlympic Paper ProductsOlympic Habib Charitable TrustOlympia Paper and Stationery Stores
Enterprises owned or significantlyinfluenced by the Key Management
Personnel or their relatives.
79
OLYMPIC CARDS LIMITED
Transactions with Related Parties
ParticularsYear Ended 31st
March, 2017Year Ended 31st
March, 2016` `
Transactions during the year
Sales:Olympic Paper ProductsOlympia Paper & Stationery StoresOlympic Plastic Products
---
---
Purchases:Olympic Paper ProductsOlympic Plastic ProductsOlympia Paper and Stationery Stores
--
---
Remuneration Paid:Mr. H. Noor MohamedMr. N. Mohamed Faizal
6,00,000
8,56,943
6,00,0006,00,0006,00,000
Rent Paid:Mr. H. Noor MohamedMr. N. Mohammed IqbalMr. N. Mohammed FaizalOlympic Plastic ProductsMrs. S. Jarina
48,76,75811,75,97911,75,979
24,0007,20,240
Balances at the year end:
Rental Advance:Mr. H. Noor MohamedMr. N. MohammedFaizalMr. N. Mohammed IqbalMrs. S. JarinaOlympic Plastic Products
37,04,66712,06,66712,06,666
5,40,0002,00,000
37,04,66712,06,66712,06,666
5,40,0002,00,000
49,16,54311,84,99411,84,995
24,0007,25,328
` `
Rent Payable:Mr. H. Noor MohamedMr. N. Mohammed FaizalMr. N. Mohammed IqbalMrs. S. JarinaOlympic Plastic Products
3,69,34088,93388,93354,4334,000
3,67,81788,58888,58754,2382,000
80
OLYMPIC CARDS LIMITED
Capital Commitments
Year Ended 31st
March, 2017Year Ended31st March,
2016Particulars
` `
Estimated amount of contractsremaining to be executed on capitalaccount and not provided for
Building (Kannikaiper Factory)Plant & Machinery
NilNil
NilNil
Contingent Liabilities
ParticularsYear Ended 31st
March, 2017Year Ended 31st
March, 2016
` `
a)Claims against the Company notacknowledged as debts
- -
b) Others - -
Securities provided against Loan facilities from the Banks / Financial Institutions :
a) The Secured Loans include of Cash Credit with M/s. HDFC Bank Limited of
`6,41,73,960/-, M/s. HDFC Bank Limited Machinery loan of `13,87,31,810/- are
secured by paripassu first charge by way of hypothecation of Land and Building
Plot No. 4, & K-19, Vysarpadi, Chennai – 600 039, These Property belongs to
M/S. Olympic Plastic Products, Plot No. 5, Vysarpadi this property belongs to
in the name of the company, No. 31, Dr. Radhakrishnan Salai, Mylapore,
Chennai 600 004, property belongs to Mr. H. Noor Mohamed and S. Jarina and
No.37 Shop No.7/1, 7/2 F Block Second Avenue Anna Nagar East, Chennai 102,
this property belongs to Mr. H. Noor Mohamed.
81
b) The Rupee Loan from M/s. ICICI Bank Limited expansion of Business
amounting to ` 7,82,61,643/ & ` 2,00,00,010/- are secured by paripassu first
charge by way of hypothecation of No. 195, N.S.C Bose Road, Chennai – 600 001.,
owned by Mr. H. Noor Mohamed, S. Jarina, Mohamed Faizal and N. Mohamed
Iqbal, and No.10, Chinnathambi Street, No. 52, Malayaperumal Street, Chennai –
600 001, owned by Mr. H. Noor Mohamed.
c) The Rupee Loan from M/s. Fulletron India Credit Co. Limited expansion of
Business amounting to ` 6,96,63,274/- are secured by paripassu first charge by
way of hypothecation of No. 4, United India Colony , Kodambakkam, Chennai -
600 024. No. 54, Chinnathambi Street, Chennai – 600 001., No. 8-A, Taramani,
Velachery Road, Velachery, Chennai – 600 042., owned by the company.
OLYMPIC CARDS LIMITED
d) The Rupee Loan from M/s. The National Small Industries Corporation Ltd., for
purchase of Raw materials amounting to ` 47,33,014/- are secured by paripassu
first charge by way of Bank Guarantee.
e) The Rupee Loan from M/s. Siemens Finance Services Pvt. Ltd for expansion of
Business amounting to ` 4,75,46,386/- are secured by paripassu first charge by
way of hypothecation of plant & Machinery.
f) The Rupee Loan from M/s. Siemens Finance Services Pvt. Ltd for expansion of
Business amounting to ` 28,66,912/- are secured by paripassu first charge by
way of hypothecation of plant & machinery.
g) The Rupee Loan from M/s. Religare Finvest Ltd for expansion of Business
amounting to ` 4,64,85,754/- are secured by paripassu first charge by way of
hypothecation of Survey no 521/3A 3B 522/1 No.90 Kannikaiper village
periyapalayam Road, Uthukottai Taluk Thiruvallore District 601102 owned by
the Company
h) The Rupee Loan from M/s. Bajaj Finance Limited for expansion of Business
amounting to ` 34,90,000/- are secured by paripassu first charge by way of
Business Loan.
i) The Rupee Loan from M/s. Neogrowth Credit Pvt ltd for expansion of Business
amounting to ` 70,70,925/- by way of business Loan.
j) The Rupee Loan from M/s. United Petro Finance for expansion of Business
amounting to ` 47,05,883/- by way business Loan.
82
OLYMPIC CARDS LIMITED
8) Disputed statutory dues (Unpaid amount due)
Sl.No
Name of theStatute
Nature ofDues
Year Ended31st March,
2017
Year Ended31st March,
2016
Forum wherethe dispute is
pending
Nil Nil
9) Unhedged Foreign Currency exposures
Particulars of Un-hedged foreign currency Exposures as at the Balance Sheet date
Particulars Currency Amount inforeign
currency (YearEnded 31st
March, 2017)
Amount inINR (YearEnded 31st
March, 2017)
Amounts payable inforeign currency
NA Nil Nil
Amounts receivable inforeign currency NA Nil Nil
10) Earnings of Foreign Currency
Particulars Year Ended 31st March, 2017 Year Ended 31st March, 2016
`
`
`
`
`
`
Sales Nil 20,19,218
11)
12)
Expenditure in Foreign Currency
` `
Purchase of Materials Nil Nil
Purchase of Machinery Nil Nil
Director’s Remuneration
Particulars
Particulars
Year Ended
Year Ended
31
31
st
st
March,
March,
201
201
7
7
Year Ended
Year Ended
31
31
st
st
March,
March,
201
201
6
6
` `
Whole Time Directors Remuneration
Salaries 12,00,000 12,00,000
Allowances - -
TOTAL 12,00,000 12,00,000
83
13) Auditor’s Remuneration
Particulars Year Ended31st March,
2017
Year Ended31st March,
2016` `
Statutory Audit 1,75,000 1,75,000
Tax Audit 25,000 25,000
TOTAL 2,00,000 2,00,000*
*Excludes Service Tax
14) Particulars in Respect of Finished Goods Stock
Class of GoodsYear Ended31st March, 2017 Year Ended31st March, 2016
Quantity Value (in `) Quantity Value (in `)
Opening Stock
Raw Material:
Paper andBoards
2,29,54,191 11,49,88,932 1,94,08,363 8,24,40,303
Work in Progress:
Paper 35,83,481 1,14,43,030 42,07,690 1,30,24,154
Boards 8,29,635 50,72,931 99,45,079 5,96,63,615
Finished Goods:
Paper 36,49,511 2,67,03,016 45,74,352 3,31,03,603
Paper Envelopes 2,04,51,611 1,38,04,053 2,09,04,991 1,36,47,817
Wedding Cards 7,26,83,516 28,73,74,143 3,29,84,999 1,898,04,315
Screen Material 2,74,892 46,69,860 3,00,886 47,01,763
Other Stationeries 3,09,277 50,87,068 2,85,040 42,20,361
Greeting Cards 83,51,330 2,06,93,255 56,71,280 1,24,62,760
Plates and otherMaterials
6,389 14,19,968 6,671 1972,467
Printing Inks 1,801 5,30,791 936 3,58,373
Non-WovenSheet
44,160 6,10,120 63,304 8,51,854
Files 4,89,616 10,35,035 72,175 7,40,990
ThamboolamBags
9,66,407 30,35,072 11,80,950 19,17,839
TOTAL 49,64,67,274 41,89,10,213
OLYMPIC CARDS LIMITED
84
OLYMPIC CARDS LIMITED
Class of Goods Year Ended 31st March, 2017Year Ended 31st March,
2016
Quantity Value (in `) Quantity Value (in `)
Closing Stock
Raw Material:
Paper andBoards
2,21,50,865 11,96,40,245 2,29,54,191 11,49,88,932
Work inProgress:
Paper 16,27,292 60,57,960 35,83,481 1,14,43,030
Boards 20,68,216 1,36,29,579 8,29,635 50,72,931
Finished Goods:
Paper 33,69,398 2,79,13,354 36,49,511 2,67,03,016
Paper Envelopes 1,75,44,977 1,39,91,259 2,04,51,611 1,38,04,053
Wedding Cards 6,05,13,691 29,53,73,953 7,26,83,516 28,73,74,143
Screen Material 271,956 40,69,243 2,74,892 46,69,860
Stationeries 2,77,157 36,78,267 3,09,277 50,87,068
Greeting Cards 23,85,716 70,78,391 83,51,330 2,06,93,255
Offset Platesand AlliedMaterials
6,167 12,55,747 6,389 14,19,968
Printing Inks 1,857 5,55,279 1,801 5,30,791
Non-WovenSheet
64,812 10,39,080 44,160 6,10,120
Files 2,15,972 6,66,975 4,89,616 10,35,035
ThamboolamBags
6,96,989 18,56,094 9,66,407 30,35,072
TOTAL 49,68,05,426 49,64,67,274
85
15) Value of imported and indigenous Raw Materials Consumed and percentage
of each to total consumption:
Particulars
Year EndedYear Ended 3131 stst
March, 201March, 2017 6
` Lakhs % `Lakhs %
Imported Nil - Nil -
Indigenous 2366.45 100% 3082.83 100%
TOTAL 2366.45 100% 3082.83 100%
16) Value of Disclosure on Specified Bank Notes:
During the year, the Company had Specified Bank Notes (SBNs) or otherdenomination notes as defined in the MCA notification, G.S.R. 308(E), datedMarch 31, 2017. The details of SBNs held and transacted during the period fromNovember 8, 2016 to December 31, 2016, the denomination-wise SBNs and othernotes as per the notification are as follows :
Particulars SBNS
Other
Denomination
notes
Total
Closing Cash in handon 8th November 2016 7,891,500 84,265 7,975,765
Add: Permitted Receipts - 25,876,995 25,876,995
Less: PermittedPayments - 7,877,307 7,877,307
Less: AmountDeposited in Banks 7,891,500 14,080,625 21,972,125
Closing Cash in handas on 31-Dec-16 NIL 4,003,328 4,003,328
OLYMPIC CARDS LIMITED
` ` `
86
OLYMPIC CARDS LIMITED
NOTE 2 : SHARE CAPITAL
` `(A.) Share Capital
Authorised Capital - 1,70,00,000 Equity Shares of Rs.10/-
each with Voting rights 170,000,000 170,000,000
(Previous Year - 1,70,00,000 Equity Shares of Rs.10/-
each) With voting rights
Issued Capital - 1,63,08,700 Equity Shares of Rs.10/- each
With Voting rights 163,087,000 163,087,000
(Previous Year - 1,63,08,700 Equity Shares of Rs.10/-
each) With voting rights
Subscribed and Paid -up Capital - 1,63,08,700 Equity
Shares of Rs.10/- each With Voting rights163,087,000 163,087,000
(Previous Year - 1,63,08,700 Equity Shares of Rs.10/-
each) With voting rights
Of the above:
I) Bonus Shares of 12,95,476 equity shares of
` 10/- each are allotted as fully paid (allotted for
Equity Share Capital of Rs.1,29,54,760) by
capitalisation of profits during the year 2007-2008.
ii) Bonus Shares of 19,65,900 equity shares of
` 10/- each are allotted as fully paid (allotted for
Equity Share Capital of Rs.6,36,58,000) by
capitalisation of profits during the year 2010-2011.
Particulars
(B.) Reconciliation of Equity Shares
Particulars No. of share ` No. of share `
Shares outstanding at the beginning of the year 16,308,700 163,087,000 16,308,700 163,087,000
Add: Shares Issued during the year - -
Shares outstanding at the end of the year 16,308,700 163,087,000 16,308,700 163,087,000
(C.) Shareholders holding more than 5% Equity Shares
in the Company
Name of Shareholders No. of share held % holding No. of share held % holding
H. Noormohamed 5,731,683 35.14% 5,569,218 34.15
N. Mohamed Faizal 942,845 5.78% 942,845 5.78
N. Mohamed Iqbal 1,245,381 7.64% 1,245,381 7.64
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
Figures as at the end of
current reporting period 31.03.2017
current reporting period 31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
Figures as at the end of theprevious reporting period
31.03.2016
Figures as at the end of theprevious reporting period
31.03.2016
87
OLYMPIC CARDS LIMITED
Figures as at the end of
NOTE 6 : OTHER LONG TERM LIABILITIES
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Other Long Term Liabilities
Franchises Advance Received 11,400,000 9,200,000
11,400,000 9,200,000
NOTE 7 : SHORT TERM BORROWINGS
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Short Term Borrowings
Loans Repayable on demand:
From Banks
HDFC Bank Ltd. - CC A/c. 33311 64,173,960 75,258,351
HDFC Bank Ltd. - Current A/c. 00085 1,872,985 -
From Others
Neogrowth Credit Pvt Ltd 7,070,925 -
United Petro Finance 4,705,883 -
From Directors
H. Noor Mohamed - 8,485,583
N.Mohamed Faizal - 6,920,000
77,823,753 90,663,935
Figures as at the end of
NOTE 8 : TRADE PAYABLES
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Trade Payables (i) 78,604,190 66,443,795
Micro, Small Medium Enterprises (ii) 31,388,703 45,806,596
109,992,893 112,250,391
Particulars
Particulars
Particulars
NOTE 9 : OTHER CURRENT LIABILITIES
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Other Current Liabilities
Current maturities of long term borrowings 49,218,078 39,118,222
For Advance against Job orders 16,661,053 7,681,162
For Expenses & Others 3,611,639 4,804,019
69,490,770 51,603,402
Particulars
88
OLYMPIC CARDS LIMITED
NOTE 3 : RESERVES AND SURPLUS
` `RESERVES AND SURPLUS
1). General Reserve
Balance as per Last account 4,938,773 4,938,773
ADD: Transfer for the year from P&L
Appropriation - -
Balance as on 31.03.2017 (A) 4,938,773 4,938,773
2). Surplus in Profit and Loss A/c.
Opening Balance 13,258,440 47,319,105
Add: Loss for the year (16,864,183) (30,817,430)
Less: Provision for Income Tax Previous year -
Balance as on 31.03.2017 (B) -3,605,743 13,258,440
3). Share Premium Account - (C ) 164,116,000 164,116,000
Total of Reserves & Surplus - (A+B+C) 165,449,029 182,313,212
NOTE 4 : LONG TERM BORROWINGS
` `Secured Loans
Term Loans - From Banks
From Banks
From Other Parties
Less : Current Maturities of Long Term Borrowings
transferred to other Current Liabilities
138,731,810
99,548,065
174,785,339
413,065,214
49,218,078
363,847,136
149,056,989
89,085,269
183,511,026
421,653,284
39,118,222
382,535,062
Particulars
Particulars
3,243,235
NOTE 5 : DEFERRED TAX LIABILITY (NET)
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
Figures as at the end of
the previous reporting
period 31.03.2016
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Deferred Tax Liabilities (Net)
Deferred Tax Liabilities 34,215,311 21,892,634
Add: Provision made 16,760,880 12,322,677
50,976,191 34,215,311
Particulars
89
OLYMPIC CARDS LIMITED
NOTE 10 : SHORT TERM PROVISIONS
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Short Term Provisions:
Provision for Employee Benefits 3,119,764 3,135,383
Rent 1,295,494 1,051,109
Others (Specify nature) 1,718,215 2,739,597
6,133,473 6,926,089
NOTE 11 : NON CURRENT INVESTMENTS
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Non-Trade Investment - Unquoted
Shares in Vysarpadi Co-ope. Estate 5,000 5,000
5,000 5,000
Particulars
Particulars
NOTE 12 : LONG TERM LOANS & ADVANCES
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Unsecured Considered Good Unless
otherwise stated
SECURITY DEPOSITS:
Telephone Deposits 34,094 34,094
M E S Deposits Account 1,707,746 1,464,181
Deposits to Others 379,308 357,190
Micro Inks Ltd. 329,308 307,190
Kores India Ltd. 50,000 50,000
Advance to Related Parties & Others 11,179,000 9,958,000
13,300,148 11,813,465
Particulars
NOTE 13 : INVENTORIES
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Inventories
Raw Material 119,640,245 114,988,932
Work in Progress 19,687,539 16,515,961
Finished Goods 357,477,642 364,962,381
496,805,426 496,467,274
Particulars
90
OLYMPIC CARDS LIMITED
Figures as at the end of
NOTE 14 : TRADE RECEIVABLES
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Outstanding over six months from the
date they are due:
Secured Considered Good 17,472 17,472
Outstanding below six months from the
date they are due:
Secured Considered Good 10,990,787 6,256,089
11,008,259 6,273,561
NOTE 15 : CASH AND BANK BALANCES
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Cash and Cash Equivalents
Cash on Hand 3,246,558 6,766,529
Bank Current Account * 564,844 319,772
Call and Short Term Deposits Account 1,516,685 2,145,754
5,328,087 9,232,055
Particulars
Particulars
NOTE 16 : SHORT TERM LOANS AND ADVANCES
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Short-Term Loans and Advances
Other Deposits 9,082 9,082
E.M.D Deposit 2,982 2,982
Gas & Cylinder 5,100 5,100
EMD, CCPT 1,000 1,000
Other Advances Considered Good 540,039 759,330
T.D.S Receivable 282,127 717,820
T.D.S Received 257,912 41,510
Input Vat Tax & Capital Goods 80,414 143,268
Input Vat on Capital Goods - F.Y 2014-15 - 80,146
Input Vat on Capital Goods - F.Y 2015-16 28,014 56,027
Input Vat on Capital Goods - F.Y 2016-17 46,096 -
Input Vat Advances - 7,095
623231 911,680
Particulars
91
OLYMPIC CARDS LIMITED
Figures as at the end of
NOTE 20 : COST OF MATERIAL CONSUMED
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Purchase of Raw Materials 236,644,669 303,282,516
Power and Fuel 5,942,086 6,319,339
Cartage paid 916,244 1,266,086
Central Excise Duty 1,965,325 3,491,872
Labour Charges 11,169,766 17,621,006
Lorry Freight Charges 2,097,591 3,128,612
Manufacturing Expenses 1,198,706 1,047,807
Reversal Input tax 2,162,694 2,381,070
Taxes & Inusurance (Mfg) 78,881 57,849
262,175,961 338,596,157
Figures as at the end of
NOTE 21 : PURCHASE OF STOCK IN TRADE
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Purchases of Traded Goods 99,685,440 121,513,599
Taxes & Inusurance (Tdg) 58,190 22,104
Cartage paid 50,480 78,477
Lorry Freight Charges 2,740,350 3,134,196
CST Input tax 1,349,010 1,685,357
103,883,470 126,433,733
Particulars
Particulars
NOTE 22 : CHANGES IN INVENTORIES
Opening Stock
Less: Closing Stock
Particulars
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
496,467,274 418,910,213
496,805,426 496,467,274
-338,152 -77,557,062
92
OLYMPIC CARDS LIMITED
NOTE 17 : OTHER CURRENT ASSETS
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Professional Tax Receivable - 20,960
Customs Duty Receivable 794,000 24,000
Preliminary Interest 4,002,655 6,003,987
Income Tax Refund Due 145,680 33,985
Income Tax Dispute 2,226,187 2,226,187
Interest Receivable - 11,194
P F Receivable - 151,089
ESI Receivable
Input VAT Advances
-
6,305
25,074
-
7,174,827 8,496,476
NOTE 18 : REVENUE FROM OPERATIONS
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Sale of Products/Goods
Domestic Sales 528,526,209 539,337,966
Export Sales - 2,019,218
528,526,209 541,357,184
Particulars
Particulars
NOTE 19 : OTHER INCOME
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Interest Received 219,909 349,431
Labour Charges received 1,600 226,337
Discount Received 1,692,167 1,728,904
Delivery Charges Received 2,165,001 1,666,269
Miscellneous Income 16,825 18,866
Difference in Foreign Exchange Income - 28,553
Sales Commission 2,857,683 551,092
Profit on Sale of Assets 1,896,029 -
8,849,214 4,569,451
Particulars
93
OLYMPIC CARDS LIMITED
NOTE 23 : EMPLOYEE BENEFIT EXPENSES
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Salaries, Wages, Bonus etc. 29,904,907 28,453,583
Salary 10,580,309 11,976,419
Directors' Remuneration 1,200,000 1,200,000
Bonus Paid 1,777,068 2,126,276
Wages Paid 14,514,154 11,403,202
E S I Paid 1,016,373 918,002
Security Guard Salary 817,003 829,684
Company's Contribution to retirement funds &
other funds
2,481,495 2,357,987
Workmen / Staff Welfare Expenses 1,845,958 2,015,780
34,232,360 32,827,350
NOTE 24 : FINANCE COSTS
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Interest paid & other charges:
Interest paid 59,247,606 56,660,780
Bank Charges 2,024,085 4,718,788
61,271,691 61,379,568
Particulars
Particulars
NOTE 25 : DEPRECIATION
Figures as at the end of
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
(a) Depreciation - Fixed Assets
(i) Tangible Assests 30,726,961 30,323,176
(ii) Intangible Assets 1,004,802 964,615
31,731,763 31,287,791
Particulars
94
Figures as at the end of
NOTE 26 : OTHER EXPENSES
current reporting period
31.03.2017
Figures as at the end of
the previous reporting
period 31.03.2016
` `
Advertisement 485,946 552,538
Audit Fees (including Service Tax) 230,000 229,000
Delivery Charges Paid 3,454,309 3,747,151
Discount allowed 3,403,858 11,325,089
Electricity Charges 4,724,207 4,698,138
General Expenses 705,159 727,185
Loss on Sale of Assets 1,048,736 151,473
Postages and Telegrams 405,619 301,584
Printing and Stationery 99,082 253,627
Professional Charges 445,675 213,703
Internal Audit Fees 40,000 40,000
Rates and Taxes
Other Rates and Taxes 1,101,101 1,744,118
Sales Tax paid 16,284 -
Service Tax Paid 169,176 224,661
Employer Professional Tax 25,086 31,754
Rent 15,470,510 14,586,211
Subscriptions and Periodicals 24,958 14,300
Insurance 177,849 272,869
Repairs and Maintenance
Buildings 680,060 860,168
Machinery 3,816,511 3,222,693
Vehicle 224,830 394,308
Others 2,071,037 1,881,785
Sales Commission Paid 6,872 21,105
Services Charges 721,205 570,576
Telephone Charges 1,380,785 1,180,405
Travelling & Conveyance Expenses 1,011,602 836,941
Directors' Sitting Fees 84,000 69,000
Sales & Business Promotion 13,500 -
Website Charges 19,730 31,014
Bus Hire Charges 2,451,897 2,302,632
Showroom Vacating Exp - 921,674
Miscellaneous Expenses*
(under this head there is no expenditure
which is in excess of 1% of revenue from
operations or Rs.1 lakh, which is higher)
Donation Paid 11,000 47,075
Miscellaneous Expenses 1,050 1,075
44,521,634 51,453,851
Particulars
OLYMPIC CARDS LIMITED
As per our report attached
For C S HARIHARAN & CO
Chartered Accountants
Firm Regn. No.001086S
C S Hariharan
Partner
Membership No.: 216277
Chennai, May 22, 2017 Chennai, May 22, 2017 Chennai, May 22, 2017
For and on behalf of the Board of Directors
Olympic Cards Limited
H. Noor Mohamed N. Mohamed Faizal
Managing Director Whole Time Director
R. Dhanasekaran K. Rafee Ahammed
Chief Financial Officer Company Secretary
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OLYMPIC CARDS LIMITEDOLYMPIC CARDS LIMITED
96
OLYMPIC CARDS LIMITED
Registe
Number
I certify that
hereby record my presence at the 25
BRAHMA GANA SABHA MINI HALL, “VANI MAHAL” No.103, G.N. Chetty Road, T. Nagar,Chennai - 600 017 on Thursday, September 21, 2017 at 2.00 P.M. IST.
………………………….....
Name of the Member/Proxy
(In BLOCK LETTERS)
N
Members are requested to bring their copies of the annual report to the AGM.
OLYMPIC CARDS LIMITED
Attendance Slip
OLYMPIC CARDS LTDRegd. Office: 195, N.S.C. Bose Road, Chennai -600 001 Tel: 044 - 2538 0652 / 4292 1000;Fax: 044 - 2539 0300
E-mail: [email protected]; Website: www.oclwed.com
25th
Annual General Meeting – September 21st
, 2017
red Folio no / DP ID no. / Client ID no.:
of shares held
I am a Member/Proxy/Authorised Representative for the Member of the Company. Ith
Annual General Meeting of the Company at the “SRI THYAGA
…………………………………
Signature of the Member/Proxy
ote: “Please fill up this Attendance Slip and hand it over at the entrance of the Meeting Hall.
OLYMPIC CARDS LIMITED
Proxy Form________________________________________________________________________________[Pursuant to Section 105 (6) of the Companies Act, 2013 and rule 19 (3) of the Companies (Management and Administration) Rules, 2014 – Form No
MGT-11]
OLYMPIC CARDS LTDRegd. Office: 195, N.S.C. Bose Road, Chennai -600 001 Tel: 044 - 2538 0652 / 4292 1000;Fax: 044 - 2539 0300
E-mail: [email protected]; Website: www.oclwed.com
25th
Annual General Meeting – September 21st
, 2017
Name of the Member(s)
Registered Address
Folio no / Client ID
DP ID
I / We, being the member(s) of………………………………………………………..shares of the
above named company hereby appoint
Name :……………………………………………………….Email :………………………………..
Address :……………………………………………………………………………………………….
………………………………………………………………….Signature:………………………….
Or failing him / her
Name :……………………………………………………….Email :……………………………….
Address :……………………………………………………………………………………………….
……………………………………………………………………..Signature:
Or failing him / her
Name :……………………………………………………….Email :……………………………….
Address :……………………………………………………………………………………………….
……………………………………………………………………..Signature:
OLYMPIC CARDS LIMITED
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 25th
Annual
General Meeting of the Company, to be held on Thursday, September 21st
, 2017, at 2 p.m. I.S.T
at the “SRI THYAGA BRAHMA GANA SABHA MINI HALL, “VANI MAHAL” No.103,
G.N. Chetty Road, T. Nagar, Chennai–600 017 and at any adjournment thereof in respect of such
Resolution
number
Resolution Vote (Optional see Note 2 )
(Please mention no. of shares
For Against Abstain
Ordinary business
Special business - Ordinary Resolution
1 Adoption of financial statements
(including the consolidated financial
statements)
2 Appointment of Mr.N.Mohamed Faizal
(DIN: 00269448) as a director liable toretire by rotation
3
4
Appointment of Statutory Auditors
Reappointment ofMr. H. Noor Mohamed(DIN: 00269456)as Managing Director.
Signed this………………………………….day of………………………2017
…………………………………. ………………………………..Signature of the member Signature of the member
Notes :
1. This form, in order to be effective, should be duly stamped, completed, signed and deposited at the registered office of the
Company, not less than 48 hours before the Annual General Meeting (on or before September 19th, 2017 at 2.00 p.m IST)
2. It is optional to indicate your preference. If you leave the “for”, “against” or “abstain” column blank against any or all of
the resolutions, your proxy will be entitled to vote in the manner as he/she may deem appropriate.
Affix revenue
stamp of not
less than Re 1
resolutions as are indicated below: