M/s.OLYMPIC CARDS LIMITED · Chennai – 600 014. Phone No.044-45000141/42 E-Mail: [email protected] Company Secretary & Compliance Officer Bankers : City Union Bank Ltd.,

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

[email protected]

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.”.

2

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

[email protected]


2

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.


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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:

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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.


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.


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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



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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


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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

K. [email protected]


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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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[email protected]

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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).

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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.

.


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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


Dr. S. Amuthakumar


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


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




Dr. S. Amuthakumar

Dr. S. Amuthakumar

Dr. S. Amuthakumar




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


14

Stakeholders Relationship

CommitteeMr.Ramanathan Lakshmanan

(Independent director)Chairman of the Committee

Mr. Abdul Latif Ameer Ali


Dr. S. Amuthakumar


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.


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


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


17


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


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.


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


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.


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.

`

`

` `


23


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


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


Mutual Funds / UTI

09749090 9749090 59.78 9911555 0 9911555 60.77 0.99

26


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:


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



3 S JARINA



4 N MOHAMED IQBAL



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



7 H FARIDA



8 ASRAF ALI



9 S HAROON EL RASHEED



10 AMEER ALI N A



iii) CHANGE IN PROMOTERS’ SHAREHOLDING:


29

iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (Other than

Directors, Promoters & Holders of GDRs and ADRs)


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


Sales during the year 216628 1.3282 212521 1.3031


3 SUJATHAA MEHTA

At the beginning of the year 367932 2.256 367932 2.256



4 KARVY STOCK BROKING LIMITED





5 MARK CORPORATION PRIVATE

LIMITED



6 VICKY ELECTRONIS PVT.LTD



7 INDIANIVESH SECURITIES LIMITED





S.NO. For each of top ten Shareholders

Shareholding at the beinning

of the year

Cumulative Sareholding

during the year

30


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



3

S. JARINA



4

AMEER ALI N. A.



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




9 SHWETA MITTAL



10 MANGALA PRAFUL PAGARIYA



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


Total (i+ii+iii) -----

32


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) - -


Total (B)=(1+2) -

Total managerial remuneration

Overall ceiling as per the Act - -

34


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


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


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

[email protected]

[email protected]

ANNEXURE - III

37


(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


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


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:


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:


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


(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


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


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


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


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.


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:


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


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


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


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


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


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


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


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


( )`

* 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


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


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


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


“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


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


59


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


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


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


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


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.


65


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


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


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


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



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


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


`

`

`

`

69


ParticularsNote

No.

Figures as at the end of

current reporting period

31.03.2017



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


Olympic Cards LimitedFor C. S. HARIHARAN & CO.



Managing Director Whole Time DirectorC. S. Hariharan




M/s.OLYMPIC CARDS LIMITED


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


M/s. OLYMPIC CARDS LIMITED CASH FLOW STATEMENT

Registered Office: No.195, N.S.C. Bose Road, Chennai - 600 001.


Olympic Cards LimitedFor C. S. HARIHARAN & CO.



Managing Director Whole Time DirectorC. S. Hariharan




71


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


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


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


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


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.

75


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


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


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


2017


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


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


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


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


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.


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


8) Disputed statutory dues (Unpaid amount due)

Sl.No

Name of theStatute

Nature ofDues


2017


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


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


84


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


` ` `

86


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



Subscribed and Paid -up Capital - 1,63,08,700 Equity

Shares of Rs.10/- each With Voting rights163,087,000 163,087,000



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



31.03.2017



current reporting period 31.03.2017

current reporting period 31.03.2017


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



NOTE 6 : OTHER LONG TERM LIABILITIES


31.03.2017



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



31.03.2017



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


NOTE 8 : TRADE PAYABLES


31.03.2017



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



31.03.2017



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


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)



31.03.2017



31.03.2017



31.03.2017



period 31.03.2016



period 31.03.2016



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


NOTE 10 : SHORT TERM PROVISIONS



31.03.2017



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



31.03.2017



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



31.03.2017



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



31.03.2017



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



NOTE 14 : TRADE RECEIVABLES


31.03.2017



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



31.03.2017



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



31.03.2017



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



NOTE 20 : COST OF MATERIAL CONSUMED


31.03.2017



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


NOTE 21 : PURCHASE OF STOCK IN TRADE


31.03.2017



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



31.03.2017



period 31.03.2016

` `

496,467,274 418,910,213

496,805,426 496,467,274

-338,152 -77,557,062

92


NOTE 17 : OTHER CURRENT ASSETS



31.03.2017



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



31.03.2017



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



31.03.2017



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


NOTE 23 : EMPLOYEE BENEFIT EXPENSES



31.03.2017



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



31.03.2017



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



31.03.2017



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


NOTE 26 : OTHER EXPENSES


31.03.2017



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


As per our report attached

For C S HARIHARAN & CO


Firm Regn. No.001086S

C S Hariharan

Partner

Membership No.: 216277


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


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.


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.


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

Email

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:


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:

M/s.OLYMPIC CARDS LIMITED · Chennai – 600 014. Phone No.044-45000141/42 E-Mail: [email protected] Company Secretary & Compliance Officer Bankers : City Union Bank Ltd.,

Documents