DIRECTORS' REPORT TO THE MEMBERS, The Directors have pleasure in presenting their 23rd Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2015. DIVIDEND The Boards of Directors recommend for a Dividend of 5% i.e. Fifty paise on each fully paid-up equity share of Rs.10/- each for the year ended 31 March, 2015 (Previous year-7%). The dividend will entail an outflow of Rs.81.54 Lakhs excluding taxes. The Dividend, in the opinion of the Board represents a prudent balance between the need for the Company to reward its shareholders as well as the need to plough back the profits for the Company's own requirements. Owing to reduction of profits as against the previous year, the Board proposes to disburse the dividend out of surplus in profit and loss account held by the company for the current year. TRANSFER TO RESERVES: A sum of Rs. 1,15,741 /-has been transferred to General Reserve out of the profits for the year under review. The total Reserves and Surplus as on March 31,2015 is Rs.21,63,73,878/- comprising of General Reserve Rs.49,38,773/-; Surplus in Profit & Loss Account Rs.4,73,19,105/- and Share Premium Account Rs. 16,41,16,000/-. BUSINESS OPERATIONS: The Company has made a gross income of Rs.5507.30 Lakhs during the year under review (previous year-Rs.5381.27 Lakhs). The depreciation for the year under review amounted to Rs.286.88 Lakhs as against Rs.81.21 Lakhs in the corresponding period of the previous year. The Company has registered a profit after tax of Rs. 13.50 Lakhs during the year under review as against the profit after tax of Rs.265.23 Lakhs of the previous year. Due to implementation of the expansion, there was increase in the Interest and depreciation. Consequently there has been dip in the profitability. MARKET SCENARIO Market scenario is still challenging and competitive. However your Company has managed to increase the turnover. The establishment of company owned retail outlets has contributed towards turnover and improved profitability is expected to grow in future. We are mainly involved in manufacturing and trading of Wedding Invitation Cards, Greeting Cards, Visiting Cards, Office Envelopes, and Cloth lined Covers, Student Notebooks, Account Books, Files, etc. and we are also involved in the trading of the items like Screen-Offset Inks. Our Brand name "OLYMPIC" is popular and well known to the general public for its quality, affordability, variety and reliability for many decades. MANAGEMENT DISCUSSION AND ANALYSIS 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 this report. (Annexure -I). MATERIAL CHANGES & COMMITMENTS: There is no change in the nature of business of the company during the year. There are no material changes and commitments in the business operations of the company since the close of the financial year on 31 st March 2015 to the date of this report. EXTRACT OF ANNUAL RETURN: As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is given in (Annexure-II). REAPPOINTMENT OF DIRECTOR: Mr. N.Mohamed Faizal (DIN: 00269448), Director is retiring by rotation at this Annual General Meeting and being eligible offer himself for re-appointment. APPOINTMENT OF DIRECTOR: Mrs. SJarina, (Din: 00269434) who was appointed as an additional director, by a resolution passed by the Board of Directors in its meeting held on 31st March 2015, vacates the office as an Additional Director on the date of forthcoming Annual General Meeting in accordance with the section 161(1) of the Companies Act, 2013. The company has received a notice in writing under section 160 of the Companies Act, 2013 from a member proposing the candidature of Mrs. S. Jarina for the office of the director of the company along with the required deposit The Board considers it advantageous and in the interest of the Company to have Mrs. SJarina as a director of the company. The matter is being placed before the Members for their consideration and approval. RE-APPOINTMENT OF DIRECTOR: Mr. N.Mohamed Faizal (DIN: 00269448), was re-appointed as a Whole-Time Director of the Company with effect from 01.12.2012 for a period of 3 years and his term is expiring on 30.11.2015. Keeping in view his rich experience and valuable contribution to the Company, the Board proposes to re-appoint him as Whole-Time Director with effect fromOl. 12.2015 for aperiodof 3 years. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUALBASIS: The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of Companies Act, 2013 that the Independent Directors of the company meet with the criteria of their Independence laid down in Section 149 (6). COMPOSITION OF COMMITTEES OF BOARD: Currently the board has three committees: Audit Committee, Nomination and Remuneration Committee & Stakeholders Relationship Committee. The Composition & Activities are as POLICIES OFTHE BOARD: WHISTLE BLOWER POLICY: As per Section 177 (9) of the Act read with relevant Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, 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 Financial Year 2014-15. REMUNERATION POLICY: The Remuneration Policy of the Company for the managerial personnel is based on the performance potential and performance of the individual/personnel. Criteria for payment of Remuneration to Non-Executive Directors (Pursuant to Clause 49 of the Listing Agreement) The Non-Executive Directors will be paid sitting fees for attending the Board and Committee Meetings as per the stipulations in the Act, and the Articles of Association of the company and as recommended by the Nomination and Remuneration Committee. Different scales of sitting fee may be fixed for each category of the directors and type of meeting. However, the fees payable to the Independent Directors and Woman Directors shall not be lower than the fee payable to other categories of directors. [n addition to this, the travel and other expenses incurred for attending the meetings are to be met by the Company. Subj ect to the provisions of the Act and the Articles ofAssociation, the Company in General Meeting may by special resolution sanction and pay to the Directors remuneration not exceeding 1 % of the net profits of the Company computed in accordance with the relevant provisions of the Act. The company shall have no pecuniary relationship or transactions with any Non-Executive Directors. RISK MANAGEMENT POLICY: The Company has Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. AUDITORS M/S. C.S. Hariharan & Co (FRNo.001086S), Chartered Accountants, Chennai-600 020, has been appointed as the auditors of the Company at the 22nd Annual General Meeting held on 11.09.2014 & their appointment has to be ratified for the current financial year. There are no qualifications in the Independent Auditors report SECRETARIALAUDIT: Pursuant to Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. T.Murugan, a Practicing Company Secretary (C.P.No.4393) to undertake the Secretarial Audit of the Company for Financial Year 2014-15. The Secretarial Audit Report was placed before the Board on 27th May 2015. There are no qualifications in the Secretarial Audit Report. (Annexure-III) PUBLIC DEPOSITS 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 31st March, 2015. The total amount of deposit outstanding as at 31st March, 2015 was Nil. SIGNIFICANT & MATERIAL ORDERS: There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the operations were observed. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS: The company did not give any Loan or Guarantee or provided any security or make investment covered under Section 186 of the Companies Act, 2013 during the year. CORPORATE SOCIAL RESPONSIBILTY: The requirements of compliance of Corporate Social Responsibility are not applicable to our company. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY: Particulars of contracts or arrangements with Related Parties referred in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 inForm AOC-2 (Annexure-IV). FORMAL ANNUALEVALUATION: The Board has carried out the annual performance evaluation of its own performance and the Directors individually after taking into consideration inputs received from the Directors, covering various aspects on the Boards' functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, obligations and governance. The Performance evaluation of the Independent Directors was carried out by the entire board & the Performance evaluation of the Managing Director and the Executive Directors was carried out by the Independent directors at their meeting held on 10.2.2015. The Directors expressed their satisfaction with the overall evaluation process CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars required to be disclosed under the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this Report. (Annexure-V) REPORT ON CORPORATE GOVERNANCE Your Company continues to strive towards highest standards of Corporate Governance. The report of Board of Directors on Corporate Governance is given in separate section titled "Report on Corporate Governance" which forms part of this Annual Report. The company has established Whistle Blower Mechanism. (Annexure-VT) DIRECTORS' RESPONSIBILITY STATEMENT: In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material deviation there from. (b) Reasonable and prudent accounting policies have been applied in the preparation of the financial statements, that they have been consistently applied and that reasonable prudent judgment and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Profit for the year ended on that date. (c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (d) The financial statements have been prepared on a going concern basis. (e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating efficiently. (f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating efficiently LISTING FEES: The Company confirms that it has paid the annual listing fees for the year 2015-16 to BSE where shares of the company are listed. ACKNOWLEDGEMENTS: Your Directors would like to take this opportunity to express their sincere thanks to its valued customers, distributors, Bankers and all other business associates for their continued co-operation and patronage. The Directors would also wish to express their gratitude to the valued shareholders for their trust and support. The Directors also wish to express their gratitude to the Employees at all levels, which has helped the Company to run its affairs smoothly. For and on behalf of the Board H.NOOR MOHAMED CHAIRMAN Date: 27.05.2015 Place: Chennai |