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Olympic Cards Ltd.

BSE: 534190 Sector: Services
NSE: N.A. ISIN Code: INE550L01013
BSE 00:00 | 18 May 3.25 -0.24
(-6.88%)
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NSE 05:30 | 01 Jan Olympic Cards Ltd
OPEN 3.50
PREVIOUS CLOSE 3.49
VOLUME 237
52-Week high 5.75
52-Week low 1.45
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.50
CLOSE 3.49
VOLUME 237
52-Week high 5.75
52-Week low 1.45
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Olympic Cards Ltd. (OLYMPICCARDS) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting their Twenty Ninth Annual Report and AuditedStatement of Accounts of the Company for the year ended 31st March 2021.

PERFORMANCE AT A GLANCE:

(Rs. in Lakhs)

Particulars Year ended 31st March 2021 Year ended 31st March 2020
Sales and other Income 1057.58 3322.15
Profit/(Loss) Before Depreciation Tax & Financial Expenses (8.30) 124.85
Financial Expenses 372.50 433.58
Depreciation 231.28 292.42
Profit/ (Loss) Before Tax (612.08) (601.15)
Less: Exceptional Items - -
Less: Extraordinary Items - -
Tax expenses:
a. Current Tax - -
b . Fringe Benefi t T ax

-

-

c. Deferred Tax Liability (55.13) (62.15)
d. Income-Tax for earlier year - -
Profit/(Loss) after Tax (556.95) (538.99)
APPROPRIATIONS:
Transfer to General Reserve Nil Nil
Final Dividend proposes Nil Nil
Profit/(Loss) for the year carried to Balance Sheet (556.95) (538.99)

DIVIDEND

In view of absence of Profit in the Financial year 2020-21 the Board of Directors hasnot recommended Dividend for the financial year 2020-21 (Previous Year - Nil).

TRANSFER TO RESERVES:

The total Reserves and Surplus as on March 31 2021 is Rs.2514693/- comprising ofGeneral Reserve Rs.4938772/-; Balance in Profit & Loss Account is (^166540080) andShare Premium Account Rs.164116000/-. Transfer to Reserve for the year is NIL.

BUSINESS OPERATIONS:

There was a gross income of Rs.1057.58 Lakhs during the year under review (previousyear-' 3322.15 Lakhs). The depreciation for the year under review amounted to Rs.231.28Lakhs as against Rs.292.42 Lakhs in the corresponding period of the previous year. Therewas a loss of Rs.612.08 Lakhs (Before Tax) during the year under review as against a lossof Rs.601.15 Lakhs (Before Tax) during the previous year. Similarly there was a loss ofRs.556.95 Lakhs (After Tax) during the year under review as against a loss of Rs.538.99Lakhs (After Tax) during the previous year.

MARKET SCENARIO

The market scenario is very grim due to lockdowns and restrictions imposed on variousactivities due to COVID 19 pandemic. Your Company is mainly involved in manufacturing andtrading of Wedding Invitation Cards Greeting Cards Visiting Cards Office EnvelopesCloth-lined Covers Student Notebooks Account Books Files etc. Your Company is alsoinvolved in the trading of the items like Screen-Offset Inks. Small players in the marketare creating severe competition especially after introduction of Goods and Services TaxAct. The pandemic Covid 19 has also drastically affected the wedding & greeting cardsindustry.

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 arematerial changes and commitments in the business operations of the company since the closeof the financial year on 31st March 2021 to the date of this report as detailed below:

1. The outbreak of COVID19 PANDEMIC and the resulting lockdown enforced from 23rdMarch 2020 has affected company's operations substantially since the Wedding CardsIndustry has almost been totally affected due to restrictions on the celebration ofmarriages and other social functions with permitted limited/minimum number of people whichhas resulted in substantial reduction in sale of wedding & invitation cards andrelated items. Further only limited operations were running during the lock down periodto cater the business in essential services after taking appropriate permissions andensuring safety of the workers. The company has resumed its normal operations in phasedmanner as per Government directives. Given the uncertain scenario with respect to itsnature and duration management will continue to monitor any material changes to futureeconomic conditions and the impact thereof on the Company. Taking into account the drasticfall in the performance of Wedding Cards industry which is the major part of company'sbusiness the management expects a longer period to resume its normal volume of businessoperations. We could not predict as to when the Pandemic COVID 19 will be over. Based onthe poor performance during the year 2020-21 it is expected that the same condition willcontinue during the current financial year also. The Quantified consequential amount ofreduction of income etc. will be informed to the shareholders/Stock Exchange in thepublication of ensuing quarterly financial results.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

Pursuant to the provisions of the Companies Act 2013 and SEBI Guidance note on Boardevaluation issued by SEBI vide its circular dated January 5 2017 the annual performanceevaluation of its Board the directors individually and Committees of the Board viz.Audit and Nomination and Remuneration Committee etc. has been carried out.

The Board and the committees were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the Board and Committee.

4. Effective conduct of Board and Committee meetings.

5. Monitoring by the Board management effectiveness in implementing strategiesmanaging risks and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on thefollowing:

1. Attendance at the meetings.

2. Understanding and knowledge ofthe entity.

3. Maintaining confidentiality of the entity.

4. Maintaining confidentiality of Board discussion.

5. Maintaining independentjudgment in the decisions ofthe Board.

EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act 2013 read withthe Companies (Management and Administration) Rules 2014 is available on company'swebsite and can be accessed at www.oclwed.com

DIRECTORS AND KEY MANAGEMENT PERSONNAL:

Mrs. S. Jarina (DIN:00269434) retires by rotation and being eligible offers herself forre-appointment. Mrs. S. Jarina (DIN:00269434) who was appointed as Additional Directorsofthe company with effect from 12th November 2020 by the Board of Directors of thecompany and who in terms of Section 161 of the Companies Act 2013 holds office upto thedate of this Annual General Meeting and in respect of whom the company has received anotice in writing from a member under section 160 of the Companies Act 2013 proposingher candidature for the office of the Director. These subjects form part of the OrdinaryBusiness & Special Business in the Notice of the 29th Annual General Meeting.

Your Directors have reappointed Mr. N. Mohamed Faizal (DIN: 00269448) as ManagingDirector of the Company for a further period of 3 years with effect 26th November 2021.The subject forms part of the Special Business in the Notice of the 29th Annual GeneralMeeting.

Mr.K.Rafee Ahammed Company Secretary and Compliance Officer expired on 3rd January2021 and Mr.S. Kuppan has joined as Company Secretary and Compliance Officer of thecompany with effect from 1st June 2021.

Mr.N. Mohamed Iqbal Whole-Time Director (DIN:01259155) resigned with effect from 31stJuly 2020 due to his personal reasons. Dr. Shanmugasundaram Amuthakumar (DIN 03139309)Independent Director resigned with effect from 31st July 2020 due to increase in hisprofessional works leaving less time for him to continue on the Board of Directors of theCompany and there are no other material reasons other than the above for his resignation.Mr. N.A. Ameer Ali Independent Director (DIN:02111528) resigned with effect from 22ndMay 2021 due to increase in his professional works leaving less time for him to continueon the Board of Directors of the Company and there are no other material reasons otherthan the above for his resignation. Mr.Ramanathan Lakshmanan(DIN:00269439) IndependentDirector resigned with effect from 10th June 2021 due to increase in his professionalworks leaving less time for him to continue on the Board of Directors of the Company andthere are no other material reasons other than the above for his resignation. The Board ofDirectors placed on record their appreciation for the valuable contribution made by themfor the growth of the company during their tenure as Directors of the Company.

Mr. K. Meyyanathan (DIN: 07845698) who was appointed as an Additional (Independent)Director of the company by the Board of Directors at its meeting held on May 22 2021 andwhose term of office expires at this Annual General Meeting ("AGM") and inrespect of whom the Company has received a Notice in writing from a Member under Section160 of the Companies Act 2013 proposing his candidature for the office of Director andwho has submitted a declaration that he meets the criteria for independence as provided inSection 149(6) of the Act as an Independent Director of the Company to hold office for aterm of 5(five) consecutive years commencing from May 22 2021. The subject forms part ofthe Special Business-Special Resolution in the Notice of the 31st Annual General Meeting.

Mr. Alagarsamy Uthandan ((DIN:(07847682) who was appointed as an Additional(Independent) Director of the company by the Board of Directors at its meeting held onJune 10 2021 and whose term of office expires at this Annual General Meeting("AGM") and in respect of whom the Company has received a Notice in writing froma Member under Section 160 of the Companies Act 2013 proposing his candidature for theoffice of Director and who has submitted a declaration that he meets the criteria forindependence as provided in Section 149(6) of the Act as an Independent Director of theCompany to hold office for a term of 5(five) consecutive years commencing from June 102021". The subject forms part of the Special Business-Special Resolution in theNotice of the 29th Annual General Meeting

The details about the changes in the Directors and Key Managerial Personnel by way ofappointment resignation etc. and disclosures of relationship between directors inter-seunder relevant regulation(s) of SEBI (LODR) Regulations 2015 is included as part ofCorporate Governance Report.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received the required 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 year2020-21 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.

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 theperiod prescribed under the Companies Act 2013. The Board met seven times on 31st July2020; 11th August 2020 29th August 2020; 12th November 2020; 26th November 2020; and13th February 2021 & 30th March 2021.

BOARD MEETINGS

Name of

Date of Board Meetings

Director 31-07-2020 11-08-2020 29-08-2020 12-11-2020 26-11-2021 13-02-2021 30-03-2021
Mr.N.Mohamed Faizal Attended Attended Attended Attended Attended Attended Attended
Mrs. S. Jarina Attended Attended Attended Attended Attended Attended
Mr. Mohamed Iqbal Resigned w.e.f 31-7-2020 NA NA NA NA NA NA
Mr. N.A. Ameer Ali Attended Attended Attended Attended Attended Attended Attended
Mr. Ramanathan Lakshmanan Attended Attended Attended Attended Attended Attended Attended
Dr.S. Amuthakumar Resigned w.e.f 31-7-2020 NA NA NA NA NA NA

AUDIT COMMITTEE MEETINGS

Name of

Date of Meetings

Director 31-07-2020 11-08-2020 29-08-2020 12-11-2020 26-11-2021 13-02-2021 30-03-2021
Mr. N.A. Ameer Ali Attended Attended Attended Attended Attended Attended Attended
Mr.N.Mohamed Faizal Attended Attended Attended Attended Attended Attended Attended
Mr. Ramanathan Lakshmanan Attended Attended Attended Attended Attended Attended Attended
Dr.S. Amuthakumar Resigned w.e.f 31-7-2020 NA NA NA NA NA NA

NOMINATION AND REMUNERATION COMMITTEE MEETINGS STAKEHOLDERS COMMITTEE MEETINGS

Name of Date of Meetings
Director 12-11-2020
Mr. N.A. Ameer Ali Attended
Mr.N.Mohamed Faizal Attended
Mr. Ramanathan Lakshmanan Attended
Dr.S. Amuthakumar Resigned w.e.f 31-7-2020

COMPOSITION OF COMMITTEES OF BOARD:

Currently the board has the following Committees: Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee Internal Complaints Committeeand 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) (Till 22nd May 2021) ^ The Audit Committee was mandated with the same Terms of Reference specified in the relevant provisions the Companies Act 1956 Regulation(s) of the SEBI (LODR) Regulations 2015.
Mr. Ramanathan Lakshmanan (Independent director) (Till 10th June 2021) Mr.K. Meyyanathan (Independent Director - Chairman with effect from May 22 2021. Mr. Alagarsamy Uthandan Member with effect from 10th June 2021. <=> 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.
Mr. N. Mohammed Faizal (Managing Director) Member
7 on 31st July 2020; 11th August 2020 29th August 2020; 12th November 2020; 26th November 2020; and 13th February 2021 & 30th March 2021 The Committee acts as a link between the management external and internal auditors and the Board of Directors of the Company.
Nomination& Remuneration Committee Mr. Abdul Latif Ameer Ali Chairman of the Committee (Independent director) (Till 22"* May 2021) •=> . REMUNERATION POLICY: To fix salary allowances and other perks to senior level personnel as and when appointed by the
Mr. Ramanathan Lakshmanan (Independent director) (Till 10th June 2021) Company The Remuneration Policy of the Company for the managerial personnel is based on the performance potential and performance of the individual/personnel.
Mr.K. Meyyanathan (Independent Director - Member with effect from May 22 2021. CEO/CFO CERTIFICATION by Mr. N. Mohamed Faizal 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 29th June 2021.
Mr. Alagarsamy Uthandan Chairman with effect from 10th June 2021.
Mr. N. Mohammed Faizal (Managing Director) Member
The Committee met one time on 12th November 2020
Internal Compliant Committee Mr.Ramanathan Lakshmanan (Independent director) (Till 10th June 2021) To consider & redress complaints of employees & sexual harassment of Women Employees.
Mrs.S.Jarina Woman Director.w.e.f.lst July 2020 to 14th September 2020 and from 12th November 2021.
Mr.K. Meyyanathan (Independent Director - Member with effect from May 22 2021.
Mr. Alagarsamy Uthandan Chairman with effect from 10th June 2021.
No. of Meetings : Nil
No. of complaints
Received/disposed:Nil
Whistle Blower Committee Mr.Ramanathan Lakshmanan (Independent director) (Till 10th June 2021) This provides adequate sasfeguards Against victimisation of Directors) Employeees or any other person.
Mrs.S.Jarina Woman Director.w.e.f.lst July 2020 to 14th September 2020 and from 12th November 2021.
No. of Meetings : Nil
Stakeholders Relationship Committee Mr.Ramanathan Lakshmanan Chairman of the Committee (Independent director) (Till 10th June 2021) ^ The company has a Stakeholders Relationship Committee that which meets according to the necessity. The shares received are usually
Mr. Abdul Latif Ameer Ali (Independent director) (Till 22nd May 2021) transferred within a period of 10 to 15 days from the date of receipt subject to their validity.
Mr.K. Meyyanathan(Independent ^ Investors are eligible to file their nomination against shares held under physical mode.
Director - Member with effect from May 222021. ^ The facility of nomination is not available to non-individuals
Mr. Alagarsamy Uthandan Chairman with effect from 10th June 2021. shareholders such as societies trust bodies corporate karta of Hindu Undivided Families and holders of Power of Attorney.
Mr. N. Mohammed Faizal (Managing Director) Member ^Investors are advised to avail this facility especially investors holding securities in single name
No.of meetings: 31st July 2020. to avoid the process of transmission by law.
i=> 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 Harrassment of Women at workplace (PreventionProhibition Redressal) 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(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 2020-21. There has been no change to the Whistle Blower Policy adoptedby the Company during FY 2020-2021.

REMUNERATION POLICY:

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. Subject 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.

SALIENT FEATURES OF REMUNERATION POLICY:

In accordance with the Nomination and Remuneration Policy salient features of theNomination and Remuneration Committee are given below:

1. The Committee shall formulate the criteria for determining qualifications positiveattributes and independence of a Director.

2. The Committee shall identify persons who are qualified to become Director andpersons who may be appointed in Key Managerial and Senior Management positions inaccordance with the criteria laid down in this policy.

3. Recommend to the Board appointment and removal of Director(s) KMP and SeniorManagement Personnel.

4. The Board shall carry out evaluation of performance of every Director ManagerialPerson KMP and Senior Management Personnel at regular intervals.

5. The Remuneration Compensation and commission etc. to the Managerial Person and KMPand Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The Remuneration Compensation and commission etc. shall be subjectto prior/post approval of the shareholders of the Company and Central Government whereverrequired.

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.

AUDITORS

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.

Mr.S. Senthinathan is the Internal Auditors.

COSTAUDIT

Pursuant to notification of Companies (Cost Records and Audit) Rules 2014 read withCompanies (Cost Records and Audit) amendment rules 2014 the Company's product does notfall under the purview of Cost Audit.

AUDIT QUALIFICATIONS AND IMPACT - REPLY BY MANAGEMENT:

There has been no audit qualification in their report.

SECRETARIALAUDIT:

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 2020-21.

The Secretarial Audit Report was placed before the Board on 29th June 2021. Theirobservations are shown in the Secretarial Audit Report. (Annexure-II).

PUBLIC DEPOSITS

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 31st March 2021. Thetotal amount of deposit outstanding as at 31st March 2021 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 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 of the Companies Act 2013 during the year.

CORPORATE SOCIAL RESPONSIBILTY:

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 theCompanies (Accounts) Rules 2014 in Form AOC-2 (Annexure-III).

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 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 13thFebruary 2021.

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 financial year

Name of the Director Ratio
N. Mohamed Faizal (Managing Director) 2.50:1
N. Mohamed Iqbal (Whole-Time Director-Till 31.07.2020) 1.25:1
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 NIL
The number of permanent employees on the rolls of Company 53
The explanation on the relationship between average increase in remuneration and Company performance The individual increments varied based on their performance. There was no increase in remuneration.
Comparison of the remuneration of the key Managerial Personnel against the performance of the Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company in the period under review:
Company Remuneration of KMP as a percentage of Revenue is : 0.68
Remuneration of KMP as a percentage of PBT: Negative PBT

Variations in the market capitalization of the company price earnings ratio as at theclosing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of thecompany as at the close of the current financial year and previous financial year

Particulars 31.03.2021 31.03.2020 change
Stock Price (in 2.35 5.04 -53.37%
Market In crores) 3.83 8.22 -28.39%
EPS -3.42 -3.30 -
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: Nil.
There was no increase in the managerial remuneration.

Comparison of the each remuneration of the Key Managerial Personnel against the company

Managing and Whole time Directors Company Secretary Chief Financial Officer
Remuneration in FY 2020-21 Rs. 330000/-
% of Revenue 0.59 0.25 0.31
(' 556.95)
% 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:

A sum of Rs. 31692/- which remained unpaid/unclaimed for a period of seven years wastransferred to ‘IEPF' during year.

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 -IV)

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-V to the Board's Report. The Auditors'Certificate for fiscal 2021 does not contain qualification.

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 31 2021the applicable Accounting Standards have been followed.

(b) They have selected such Accounting Policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the 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.

SUCCESSION PLANNING:

The Nomination and Remuneration Committee works with the Board on the succession planand prepares for the succession in case of any exigencies.

NAMES OF TOP 10 EMPLOYEES OF THE EMPLOYEES IN TERMS OF REMUNERATION DRAWN (OTHER THANKEY MANAGERIAL EMPLOYEES):

Sl.No. Name Rs. Per Month
1 .Mr.A.Mohamed Ali 30000
2.Mr.P.Mohamed Ismail Mohideen 28300
3.Mr.S.R.Sarasbabu 27000
4.Mr. Raja M.R. 25000
5.Mr.D.Marudhu Pandi 25000
6.Mr.V.S.Ganesan 25000
7.Mr.Jahabhar Sathique 25000
8.Mr.Sundaramurthy Ponnuvel 25000
9. Mr. P. Sekar 24000
10.Mr. S. Sekar 24000

DUES TO SMALL MEDIUM & MICRO ENTERPRISES:

Dues outstanding more than Rs.100000/- to Small Medium and Micro Industrial Units:

1. ADWELL INTERNATIONAL PVT LTD Rs. 285886
2. RANI'S TRADOMG CENTRE Rs. 2285975
3. WILSON GREETINGS PVT LTD Rs. 110317
Rs. 2682178

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on meetings of the Board ofDirectors (SS-1) and General Meetings (SS-2) issued by the Institute of CompanySecretaries of India and approved by the Central Government.

LISTING FEES:

The Company confirms that it has Not paid the annual listing fees for the year 2020-21to BSE where shares of the company are listed and requested time till September 2021.

ACKNOWLEDGEMENTS:

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 recordtheir appreciation for the continued and dedicated performance and commitment by Officersand staff of the Company.

For and on behalf of the Board
N. MOHAMED FAIZAL
Place: Chennai (DIN:00269448)
Date: 29th June 2021 CHAIRMAN

.