To the Members
The Directors have pleasure in presenting their 26th Annual Report andAudited StatementofAccounts of the Company for the year ended 31' March 2018.
PERFORMANCE AT A GLANCE:
(Rs in Lakhs)
|Particulars ||Year ended 31" March 2018 ||Year ended 31" March 2017 |
|Gross Income ||4725.10 ||5373.75 |
|Profit/(Loss) Before Depreciation Tax & Financial || || |
|Expenses ||1204.36 ||929.01 |
|Financial Expenses ||594.06 ||612.72 |
|Depreciation ||317.76 ||317.32 |
|Profit/ (Loss) Before Tax ||(292.54) ||(1.03) |
|Less: Exceptional Items || || |
|Less: Extraordinary Items || || |
|Tax expenses: || || |
|a. Current Tax || || |
|b. Fringe Benefit Tax || || |
|c. Deferred Tax Liability ||(140.78) ||167.61 |
|d. Income -Tax for earlier year || || |
|Profit/(Loss) for the year carried to Balance Sheet ||(151.76) ||(168.64) |
In view of absence of Profit in the Financial year 2017-18 the Board of Directors hasnot recommended Dividend for 2017-18 (Previous Year - NIL).
TRANSFER TO RESERVES:
The total Reserves and Surplus as on March 31 2018 is 150273382/- comprising ofGeneral
Reserve 4938772/-; Balance in Profit & Loss Account is -18781390/- and SharePremium
Account 164116000/-. Transfer to Reserve for the year is NIL.
The was a gross income of 4725.10 Lakhs during the year under review (previous year-5373.75 Lakhs). The depreciation for the year under review amounted to 317.76 Lakhs asagainst Z 317.32 Lakhs in the corresponding period of the previous year. There was a lossof 151.76 Lakhs during the year under review as against the loss after tax of 168.64 Lakhsof the previous year. Severe competition is the main reason for the loss.
We are mainly involved in manufacturing and trading of Wedding Invitation CardsGreeting Cards Visiting Cards Office Envelopes Cloth lined Covers Student NotebooksAccount Books Files etc.
We are also involved in the trading of the items like Screen -Offset Inks. Though ourBrand name
"OLYMPIC" is popular and well known to the general public for its qualityaffordability variety and reliability for many decades small players in the market arecreating severe competition especially after introduction of Goods and Services Tax Act.
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 an integral part ofthis 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 31st March 2018 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 MGT 9 isgiven in
DIRECTORS AND KEY MANAGEMENT PERSONNAL:
Mrs S. Jarina (DIN: 00269434) Director is retiring by rotation at this Annual GeneralMeeting and being eligible offer herself for re -appointment. The present term ofMr.N.Mohamed Faizal Whole -
Time Directors will be ending on 30th November 2018 and the Board has recommended forhis reappointment as Whole time Director of the Company for a further period of 3 yearswith effect from
1st December 2018 to 30th November 2021.
Mr. Abdul Latif Ameer Ali (DIN 02111528) is a Non -Executive Independent Director ofthe
Company and his term expires on 31' March 2019. Mr. Abdul Latif Ameer Ali (DIN
02111528) is proposed to be appointed as an Independent Director of the Company in theensuing Annual General Meeting. The Nomination and Remuneration Committee has recommendedhis reappointment. The Board of Directors have recommended his reappointment as Non-Executive Independent Director for a period of 5(five) consecutive years commencing froml'April 2019 to 31a1 March 2024."
Mr. Ramanathan Lakshmanan (DIN 00269439) is a Non -Executive Independent Director ofthe Company and his term expires on 31" March 2019. Mr. Ramanathan Lakshmanan (DIN
00269439) is proposed to be appointed as an Independent Director of the Company in theensuing Annual General Meeting. The Nomination and Remuneration Committee has recommendedhis reappointment. The Board of Directors have recommended his reappointment as Non-Executive Independent Director for a period of 5(five) consecutive years commencing froml'April 2019 to 3185 March 2024."
Dr. Shanmugasundaram Amuthakumar (DIN 03139309) is a Non -Executive Independent
Director of the Company and his term expires on 31' March 2019. Dr. Shanmugasundaram
Amuthakumar (DIN 03139309) is proposed to be appointed as an Independent Director ofthe
Company in the ensuing Annual General Meeting. The Nomination and Remuneration
Committee has recommended his reappointment. The Board of Directors have recommendedhis reappointment as Non -Executive Independent Director for a period of 5(five)consecutive years commencing from l'April 2019 to 31'March 2024."
The details about the Directors and Key Managerial Personnel and disclosure ofrelationships between directors inter -se under relevant Regulation(s) of SEBI(LODR)Regulations 2015 is included as part of Corporate Governance Report.
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.
No employee of the Company was in receipt of remuneration during the financial year2017-18 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.
The Directors who are liable to retire by rotation and also whether they offer for re-appointment is included in the Notice ofAnnual General Meeting.
NUMBER OF MEETINGS OF BOARD:
The details of number of meetings of Board of Directors is included as a part ofCorporate Governance
Report. The intervening gap between the Meetings was within the period prescribed underthe
Companies Act 2013. The board met on 22nd May 2017 12th August 2017 7th December2017 and
14th February 2018.
COMPOSITION OF COMMITTEES OF BOARD:
Currently the board has the following committees: Audit Committee Nomination &Remuneration
Committee Stake holders Relationship Committee Internal Complaints Committee andWhistle
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) Mr. Ramanathan Lakshmanan (Independent director) ||i=> 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. |
| ||Dr. S. Amuthakumar (Independent director) Mr. H.Noor Mohammed (Managing Director) ||i=> The Audit Committee is responsible for overseeing the Company's fmancial 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. |
| ||The Committee met on || |
| ||25th May 2017 || |
| ||11th August 2017 || |
| ||6th December 2017 || |
| ||4* 13th February 2018 || |
| || ||=> The Committee acts as a link between the management external and internal auditors and the Board of Directors of the Company. |
| ||Mr. Abdul Latif Ameer Ali ||REMUNERATION POLICY |
| ||Chairman of the Committee (Independent director) ||To fix salary allowances and other perks to senior level personnel as and when appointed by the |
|Nomination & Remuneration Committee ||Mr. Ramanathan Lakshmanan (Independent director) ||Company. The Remuneration Policy of the Company for the managerial personnel is based on the performance potential and performance of the individual/ personnel. |
| ||Dr. S. Amuthakumar (Independent director) || |
| ||The Committee met on 22nd May 2017 ||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 13th August 2018. |
|Internal Complaints Committee ||Mr. Ramanathan Lakshmanan (Independent director) ||To consider & redress complaints of sexual harassment. |
| ||Dr. S. Amuthakumar (Independent director) || |
| ||No. of Meetings : Nil || |
| ||No. of Complaints received / disposed - Nil || |
|Whistle Blower Committee ||Mr. Ramanathan Lakshmanan (Independent director) ||This provides adequate safeguards against victimisation of Directors / Employees or any other person. |
| ||Dr. S. Amuthakumar || |
| ||(Independent director) || |
| ||No. of Meetings : Nil || |
|Stakeholders Relationship Committee ||Mr.Ramanathan Lakshmanan Chairman of the Committee (Independent director) ||1=> 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) ||1=> Investors are eligible to file their nomination against shares held under physical mode. |
| ||No. of Meetings: 8 ||1=> The facility of nomination is not available to non -individuals shareholders such as societies trust bodies corporate karts. of Hindu Undivided Families and holders of Power of Attorney. |
| ||4th May 2017 || |
| ||25th May 2017 || |
| ||15th June 2017 || |
| ||27th June 2017 || |
| ||4th July 2017 ||1=> Investors are advised to avail this facility especially investors holding securities in single name to avoid the process of transmission by law. |
| ||2nd August 2017 || |
| ||11th September 2017 || |
| ||24th January 2018 || |
| || ||1=> 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. |
The Company has complied with the provisions relating to the constitution of InternalComplaints
Committee under the Sexual Harassment of Women at workplace (Prevention ProhibitionRedressal)
Act 2013. No. of Complaints received / disposed - Nil
POLICIES OF THE 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 (ListingObligations and
Disclosure Requirements) Regulations 2015 the Company has established a vigilmechanism overseen by the Audit Committee. The Policy ensures that strict confidentialityis maintained whilst dealing with concerns and also that no discrimination will be metedout to any person for a genuinely raised concern. This has been uploaded in the Company'swebsite. No complaint under this facility was received in the financial year 2017-18.There has been no change to the Whistle Blower Policy adopted by the Company during fiscalyear 2018.
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 ofAssociation 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. Subject to the provisions of the Act and the Articles ofAssociation the Company in General
Meeting may by special resolution sanction and pay to the Directors remuneration notexceeding 1 % of the net profits of the Company computed in accordance with the relevantprovisions of the Act. The company shall have no pecuniary relationship or transactionswith 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. MRC & Associates (FR No.004005S) Chartered Accountants Chennai-600 030 hasbeen appointed as the auditors of the Company at the 25th Annual General Meeting held on21.09.2017 for five years upto 30th Annual General Meeting. There are no qualifications inthe Independent Auditors report.
AUDIT QUALIFICATIONS AND IMPACT - REPLY BY MANAGEMENT :
The Auditor have made the below remarks in their report on non remittance of GST EPF& ESI. Audit qualification and impact - reply of management are given below
(ANNEXURE -A- para vii of IndependentAuditor's Report.
|Audit Qualification ||Impact -Reply of Management |
|(A)According to the records of the company the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Funds Employees' State Insurance Income Tax Sales Tax Service Tax Duty of Customs Duty of Excise Value Added Tax Cess and any other statutory dues applicable to it except the following Statuary taxes have not been paid by the company which are due as on the balance sheet date not paid till date. ||The Industry is Labour Oriented and the Company was unable to remit GST PF and ESI for last Three to |
|a) Goods & Service Tax not paid from December 2017 and also not filed GST returns total GST amount payable as on 31.03.2018 was Rs.8470667/- excluding interest on delay in payment of tax and penalty for non filing of GST returns. ||Four months. However it will be regularised at the earliest. The entire dislocation was due to implementation of GST and drastic reduction of turnover of the company during the year under report. |
|b) Employees provident fund was not remitted from January 2018 which is amounting to Rs.843991/- excluding interest and penalty that will be levied by the consent authorities. ||Impact: There may be levy of penalty interest which are not quantifiable. |
|c) Employees State Insurance (ESI) was not remitted from January 2018 which is amounting to Rs.315864/- excluding interest and penalty that will be levied by the consent authorities || |
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 2017-18.
The Secretarial Audit Report was placed before the Board on 13th August 2018. Thereare no qualifications 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 31' March 2018. The total amount ofdeposit outstanding as at
31' March 2018 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 future.
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 the year such controls weretested and no reportable material weaknesses in the operations were 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 of the 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) of the Companies(Accounts) Rules 2014 in Form A0C-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 obligations and governance.
The Performance evaluation of the 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 at their meeting held on 14th February 2018.
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 theemployee of the Company for the fmancial year
|Name of the Director ||Ratio |
|Mr. H.Noor Mohamed ||2.74:1 |
|Managing Director || |
|Mr. N. Mohamed Faizal ||2.74:1 |
|Whole Time Director || |
|The percentage increase in remuneration of each director Chief Financial Officer Chief ||NIL |
|Executive Officer Company Secretary or Manager if any in the financial year || |
|The percentage increase in the median remuneration of employees in the financial year ||31.13% |
|The number of permanent employees on the rolls of company ||159 |
|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 ||Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company in the period under review: Remuneration of KMP as a percentage of Revenue is : 0.003 Remuneration of KMP as a percentage of PBT: Negative PBT |
Variations in the market capitalization of the
Company price earnings ratio as at the closing date of the current financial year andprevious financial year and percentage increase over decrease in the market quotations ofthe shares of the company in comparison to the rate at which the company came out with thelast public offer in case of listed companies and in case of unlisted companies thevariations in the net worth of the company as at the close of the current financial yearand previous financial year
|Particulars ||31st March 2018 ||31st March 2017 ||change % over last public offer |
|Stock || || || |
|Price (in Z) ||7.70 ||18.20 ||(-) 57.69 |
|Market || || || |
|Cap (in Z) ||12.56 ||29.68 ||(-) 41.67 |
|In Crores) || || || |
|EPS (in Z) ||-0.93 ||-1.03 ||- |
| ||- ||- ||- |
Average percentile increase already made in The average annual increase in the salariesof the salaries of employees other than the employees other than the managerial personnelmanagerial personnel in the last financial year across the organization was around 10 to31.13%. and its comparison with the percentile increase There is no increase in themanagerial in the managerial remuneration and remuneration. justification thereof andpoint out if there are any exceptional circumstances for increase in the managerialremuneration
Comparison of the each remuneration of the
Key Managerial Personnel against the performance of the company
| ||Managing Whole ||Company Secretary ||Chief Financial Officer |
| ||Time Directors || || |
|Remuneration ||Rs 1200000/- ||Rs 264000/- ||Rs 240000/ - |
|in FY 2017- || || || |
|18 || || || |
|Revenue Z 4598.08 Lakhs |
|% of Revenue ||0.26 ||0.06 ||0.05 |
|PAT ||Z (151.76) Lakhs |
|% of 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 Corporate Governance isenclosed as Annexure-VI to the Board's Report. The Auditors' Certificate for fiscal 2018does 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
The Directors confirm that
(a) In preparation of the annual accounts for the Financial Year ended March 31 2018the 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.
SECRETARIAL STANDARDS OF ICSI :
The Company is in compliance with the Secretarial Standards on meetings of Directors(SS -1) and
General meetings (SS -2) issued by the Institute of Company Secretaries of India andapproved by the Central Government.
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 place on record their appreciation for the continued co-operationsupport and assistance extended to the Company by the government of India Government ofTamil Nadu
Company's Bankers and the shareholders. Your Directors also place on record theirappreciation for the continued and dedicated performance and commitment by Officers andstaff of the Company.
| ||For and on behalf of the Board |
|Place: Chennai ||H. NOOR MOIUMED |
|Date: 13th August 2018 ||CHAIRMAN |