To the Members
The Directors have pleasure in presenting their 25th Annual Report and AuditedStatement of Accounts of the Company for the year ended 3 T* March 2017.
PERFORMANCE AT A GLANCE:
(Rs. in Lakhs)
|Particulars ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
|Gross Income ||5373.75 ||5459.27 |
|Profit/(Loss) Before Depreciation Tax & Financial || || |
|Expenses ||827.04 ||741.73 |
|Financial Expenses ||612.72 ||613.80 |
|Depreciation ||317.32 ||312.88 |
|Profit/ (Loss) Before Tax ||(1.03) ||(184.95) |
|Less: Exceptional Items ||- ||- |
|Less: Extraordinary Items ||- ||- |
|Tax expenses: || || |
|a. Current Tax ||_ ||_ |
|b. Fringe Benefit Tax ||- ||- |
|c. Deferred Tax Liability ||167.61 ||123.23 |
|d. Income-Tax for earlier year || || |
|Profit/(Loss) for the year carried to Balance Sheet ||(168.64) ||(308.18) |
TRANSFER TO RESERVES:
The total Reserves and Surplus as on March 31 2017 is Rs. 165449029/- comprising ofGeneral Reserve Rs. 4938773/-; Surplus in Profit & Loss Account is Rs. 3605743/-and Share Premium Account Rs. 164116000/-. Transfer for the year to Reserve is NIL.
The Company has made a gross income of Rs. 5373.75 Lakhs during the year under review(previous year- Rs. 5459.27 Lakhs). The depreciation for the year under review amounted toRs. 317.32 Lakhs as against Rs. 312.88 Lakhs in the corresponding period of the previousyear. The Company has registered a loss of Rs. 168.64 Lakhs during the year under reviewas against the loss after tax of Rs. 308.18 Lakhs of the previous year. Higherdepreciation and Finance cost were the main reasons for the loss.
Market scenario is still challenging and competitive. However your Company has managedto maintain the turnover. We are mainly involved in manufacturing and trading of WeddingInvitation Cards Greeting Cards Visiting Cards Office Envelopes Cloth lined CoversStudent Notebooks Account Books Files etc. and we are also involved in the trading ofthe items like Screen-Offset Inks. The Brand name "OLYMPIC" is popular and wellknown to the general public for its quality affordability variety and reliability formany decades.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of operations performance and future outlook of the Company iscontained in the "MANAGEMENT DISCUSSION AND ANALYSIS REPORT" that forms anintegral part of this report. (Annexure -1).
MATERIAL CHANGES & COMMITMENTS:
There is no change in the nature of business of the company during the year. There areno material changes and commitments in the business operations of the company since theclose of the financial year on 31 st March 2017 to the date of this report.
EXTRACT OF ANNUAL RETURN:
As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is given in (Annexure-II).
REAPPOINTMENT OF DIRECTOR:
Mr. N. Mohamed Faizal (DIN: 00269448) Director is retiring by rotation at this AnnualGeneral Meeting and being eligible offer himself for re-appointment.
Mr. H. Noor Mohamed (DIN:00269456) was re-appointed as the Managing Director of theCompany with effect from 26.09.2014 for a period of 3 years and his term is expiring on25.09.2017. Keeping in view his valuable contribution to the Company the Board proposesto reappoint him as the Managing Director with effect from 26.09.2017 for a period of 3years on the existing terms and conditions.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received necessary declaration from each Independent Director of theCompany under Section 149 (7) of Companies Act 2013 that the Independent Directors of thecompany meet with the criteria of their Independence laid down in Section 149 (6) of theCompanies Act 2013.
PARTICULARS OF EMPLOYEES:
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided elsewhere in the annualreport.
No employee of the Company was in receipt of remuneration during the financial year2016-17 in excess of the sum prescribed under Section 197(12) of the Companies Act 2013read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The details about the changes in the Directors and Key Managerial Personnel by way ofappointment resignation etc. and disclosure of relationships between directors inter-seunder relevant Regulation(s) of SEBI(LODR) Regulations 2015 is included as part ofCorporate Governance Report.
The Directors who are liable to retire by rotation and also whether they offer forre-appointment is included in the Notice of Annual General Meeting.
NUMBER OF MEETINGS OF BOARD:
The Board of Directors met on 25.05.2016 11.08.2016 14.11.2016 14.02.2017 &31.03.2017. The details of meetings of Board of Directors is included as a part ofCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
COMPOSITION OF COMMITTEES OF BOARD:
Currently the board has the following committees: Audit Committee Nomination &Remuneration Committee Stake holders Relationship Committee Internal ComplaintsCommittee and Whistle Blower Committee.
The Composition & Activities are as follows:
|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) || 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. |
| ||Mr. Ramanathan Lakshmanan || |
| ||(Independent director) ||i=> 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 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. |
| ||Dr. S. Amuthakumar (Independent director) || |
| ||Mr.H.Noor Mohammed (Managing Director) || |
| ||The Committee met on || |
| ||Rs. 25-05-2016 || |
| ||Rs. 11-08-2016 || |
| ||Rs. 12-11-2016 || |
| ||Rs. 13-02-2017 || |
| ||Rs. 30-03-2017 || |
| || || The Committee acts as a link between the management external and internal auditors and the Board of Directors of the Company. |
|Nomination & ||Mr. Abdul Latif Ameer Ali Chairman of the Committee (Independent director) || To fix salary allowances and other perks to senior level personnel as and when appointed by the Company. |
| || ||REMUNERATION POLICY: |
|Remuneration Committee ||Mr. Ramanathan Lakshmanan (Independent director) Dr. S. Amuthakumar (Independent director) No. of meetings held : NIL ||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 |
|Internal Complaints Committee ||Mr. Ramanathan Lakshmanan (Independent director) || |
| ||Dr. S. Amuthakumar (Independent director) No. of Meetings : Nil ||To consider & redress complaints of sexual harassment. |
|Whistle ||Mr. Ramanathan Lakshmanan ||This provides adequate safeguards against victimisation of Directors / Employees or any other person. |
|Blower ||(Independent director) || |
|Committee ||Dr. S. Amuthakumar (Independent director) No. of Meetings : Nil || |
|Stakeholders Relationship Committee ||Mr. Ramanathan Lakshmanan Chairman of the Committee (Independent director) || 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. |
| ||Mr. Abdul Latif Ameer Ali (Independent director) || |
| ||Dr. S. Amuthakumar (Independent director) || Investors are eligible to file their nomination against shares held under physical mode. |
| ||No. of Meetings: Nil || 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. |
POLICIES OFTHE BOARD:
WHISTLE BLOWER POLICY:
WHISTLE BLOWER POLICY (POLICY ON VIGIL MECHANISM)
As per Section 177(9) of the Companies Act 2013 read with relevant Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasestablished a vigil mechanism overseen by the Audit Committee. The Policy ensures thatstrict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern. This hasbeen uploaded in the Company's website. No complaint under this facility was received inthe financial year 2016-17. There has been no change to the Whistle Blower Policy adoptedby the Company during fiscal year 2017.
The Remuneration Policy of the Company for the managerial personnel is based on theperformance potential and performance of the individual/personnel.
Criteria for payment of Remuneration to Non-Executive Directors (Pursuant to Part-DSchedule II (1) of SEBI (LODR) Regulation 2015.
The Non-Executive Directors will be paid sitting fees for attending the Board andCommittee Meetings as per the stipulations in the Act and the Articles of Association ofthe company and as recommended by the Nomination and Remuneration Committee. Differentscales of sitting fee may be fixed for each category of the directors and type of meeting.However the fees payable to the Independent Directors and Woman Directors shall not belower than the fee payable to other categories of directors.
In addition to this the travel and other expenses incurred for attending the meetingsare to be met by the Company. Subj ect to the provisions of the Act and the Articles ofAssociation the Company in General Meeting may by special resolution sanction and pay tothe Directors remuneration not exceeding 1 % of the net profits of the Company computed inaccordance with the relevant provisions of the Act. The company shall have no pecuniaryrelationship or transactions with any Non-Executive Directors.
RISK MANAGEMENT POLICY:
The Company has Business Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage.
RELATED PARTY TRANSACTION POLICY:
The Policy regulates all transactions between the Company and its related parties.
INSIDER TRADING POLICY:
The Policy provides the framework in dealing with Securities of the Company.
M/S. C.S. Hariharan (FR No. 001086S) Chartered Accountants the Statutory Auditors ofthe Company hold office till the conclusion of the 25th Annual General Meeting of theCompany. The Board has recommended the appointment of M/s. MRC & Associates CharteredAccountants (Firm Registration No. 004005S) as the Statutory Auditors of the Company intheir place for a term of five consecutive years from the conclusion of the 25th AnnualGeneral Meeting of die Company scheduled to be held in the year 2017 till the conclusionof the 30th Annual General Meeting to be held in the year 2022 for approval ofshareholders of the Company based on the recommendation of the Audit Committee.
There are no qualifications in the Independent Auditors report.
Pursuant to Section 204(1) of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. T.Murugan a Practicing Company Secretary (C.P.No.4393) to undertake theSecretarial Audit of the Company for Financial Year 2016-17.
The Secretarial Audit Report was placed before the Board on 22nd May 2017. There are noqualifications in the Secretarial Audit Report (Annexure-III).
The Company has not accepted deposits during the year and there are no public depositsfallen due for payment and claimed but not paid as on 3181 March 2017. Thetotal amount of deposit outstanding as at 31st March 2017 was Nil.
SIGNIFICANT & MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in fiiture.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board. During theyear such controls were tested and no reportable material weaknesses in the operationswere observed.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company did not give any Loan or Guarantee or provided any security or makeinvestment covered under Section 186 ofthe Companies Act 2013 during the year.
CORPORATE SOCIAL RESPONSIBILITY:
The requirements of compliance of Corporate Social Responsibility are not applicable toour company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:
Particulars of contracts or arrangements with Related Parties referred in Section188(1) of the Companies Act 2013 is furnished in accordance with Rule 8(2) oftheCompanies (Accounts) Rules 2014 inFormAOC-2 (Annexure-IV).
FORMAL ANNUAL EVALUATION:
The Board has carried out the annual performance evaluation of its own performance andthe Directors individually after taking into consideration inputs received from theDirectors covering various aspects on the Boards' functioning such as adequacy of thecomposition of the Board and its Committees performance of specific duties obligationsand governance.
The Performance evaluation ofthe Independent Directors was carried out by the entireBoard and the Performance evaluation of the Managing Director and the Executive Directorwas carried out by the Independent directors.
The Directors expressed their satisfaction with the overall evaluation process.
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 year ||Name of the Ratio Director |
| ||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 ||1.52% |
|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 Managerial Personnel against the performance of the Company ||The remuneration fixed in for Key Managerial Personnel is based on the contributions made by fliem for retaining the sustainability of the Company inspite of competitive market. |
|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 || |
|31.03.2016 ||change % over last public offer |
| ||Stock Price (in Rs.) || |
|17.50 ||(-) 39.33 |
| ||Market Cap (in Rs.) In Crores) || |
|28.54 ||(-) 39.33 |
| ||EPS (in Rs.) || |
|-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 company || ||Managing and Whole time Directors ||Company Secretary and Chief Financial officer |
| ||Remuneration in FY 201617 ||Rs. 1200000/- ||Rs.504000/- |
| ||Revenue ||Rs.5285.26 Lakhs || |
| ||% of Revenue ||0.23 ||0.10 |
| ||PAT ||Rs.(l 68.64) 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 company ||Yes |
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
There are no amount which remain unpaid/unclaimed for a period of seven years and henceno amount has been transferred to IEPF'.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Particulars required to be given as per Section 134 (3) (m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are annexed hereto and thesame forms part of this Report. (Annexure-V)
REPORT ON CORPORATE GOVERNANCE
As required by Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the auditors' certificate on CorporateGovernance is enclosed as Annexure-VI to the Board's Report. The Auditors' Certificate forfiscal 2017 does not contain any qualification reservation or adverse remarks.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134(5) of the Companies Act 2013.
The Directors confirm that
(a) In preparation of the annual accounts for the Financial Year ended March 312017the applicable Accounting Standards have been followed.
(b) They have selected such Accounting Policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and Loss ofthe Company for that period.
(c) They have taken proper and sufficient care towards the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
(d) They have prepared the annual accounts on a going concern basis.
(e) They have laid down internal financial controls which are adequate and areoperating effectively.
(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
The Company confirms that it has paid the annual listing fees for the year 2017-18 tothe Bombay Stock Exchange where the shares of the company are listed.
Your Directors express their thanks to the Government of India Government ofTamilnadu. Your Directors also express their thanks to the valued customers shareholdersBankers and all other business associates for their continued co-operation and support.The Directors also wish to express their sincere thanks to all the Employees of theCompany.
| ||For and on behalf of the Board |
|Place: Chennai ||H. NOORMOHAMED |
|Date: 22.05.2017 ||CHAIRMAN |