To the Members,
The Directors have pleasure in presenting their 24th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2016.
PERFORMANCE AT A GLANCE:
(Rs, in Lakhs)
|
Particulars
|
Year ended 31.03.2016
|
Year ended 31.03.2015
|
|
Gross Income
|
5459.27
|
5507.30
|
|
Profit/(Loss) Before Depreciation, Tax & Financial
|
|
Expenses
|
741.73
|
772.56
|
|
Financial Expenses
|
613.80
|
439.38
|
|
Depreciation
|
312.88
|
286.88
|
|
Profit/ (Loss) Before Tax
|
(184.95)
|
46.30
|
|
Less: Exceptional Items
|
-
|
-
|
|
Less: Extraordinary Items
|
-
|
-
|
|
Tax expenses:
|
|
a. Current Tax
|
|
8.82
|
|
b. Fringe Benefit Tax
|
-
|
-
|
|
c. Deferred Tax Liability
|
123.23
|
23.98
|
|
d. Income-Tax for earlier year
|
-
|
-
|
|
Profit/(Loss) for the year carried to Balance Sheet
|
(308.18)
|
13.50
|
DIVIDEND
In view of absence of Profit in the Financial year 2015-16, the Board of Directors has not recommended Dividend.
TRANSFER TO RESERVES:
The total Reserves and Surplus as on March 31, 2016 is Rs, 18,23,13,212/- comprising of General Reserve Rs, 49,38,773/-; Surplus in Profit & Loss Account is Rs, 1,32,58,440/- and Share Premium Account Rs, 16,41,16,000/-.
BUSINESS OPERATIONS:
The Company has made a gross income of Rs, 5459.27 Lakhs during the year under review (previous year- Rs, 5507.30 Lakhs). The depreciation for the year under review amounted to Rs, 312.88 Lakhs as against Rs, 286.88 Lakhs in the corresponding period of the previous year. The Company has registered a loss of Rs, 308.18 Lakhs during the year under review as against the profit after tax of Rs, 13.50 Lakhs of the previous year. Higher depreciation and Finance cost were the main reasons for the loss.
MARKET SCENARIO
Market scenario is still challenging and competitive. However your Company has managed to maintain the turnover.. 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 -1).
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 31st March 2016 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:
Mrs S. Jarina (DIN: 00269434), Director is retiring by rotation at this Annual General Meeting and being eligible offer herself for re-appointment.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
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) of the Companies Act, 2013.
PARTICULARS OF EMPLOYEES:
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided elsewhere in the annual report.
No employee of the Company was in receipt of remuneration during the financial year 2015-16 in excess 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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
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 relevant Regulation(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 is included in the Notice of Annual General Meeting.
NUMBER OF MEETINGS OF BOARD:
The details of number of meetings of Board of Directors is included as a part of Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
COMPOSITION OF COMMITTEES OF BOARD:
Currently the board has the following committees: Audit Committee, Nomination & Remuneration Committee, Stake holders Relationship Committee, Internal Complaints Committee and Whistle Blower Committee.
The Composition & Activities are as follows:
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Name of the Committee
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Composition of the Committee/ No of times the committee met
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Highlights of duties, responsibilities & Activities
|
|
Audit Committee
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Mr. Abdul Latif Ameer Ali Chairman of the Committee. (Independent director)
Mr. Ramanathan Lakshmanan (Independent director)
Dr. S. Amuthakumar (Independent director)
Mr. H.Noor Mohammed (Managing Director)
|
The Audit Committee was mandated with the same Terms of Reference specified in the relevant provisions of the Companies Act, 2013 & Regulation(s) of the SEBI (LODR) Regulations, 2015.
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,
|
| |
The Committee met
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recommending the appointment/re
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| |
4 times on
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appointment of statutory auditors
|
| |
27-05-2015
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and fixation of audit fees,
|
| |
11-08-2015
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reviewing the significant internal
|
| |
14-11-2015
|
audit findings/related party
|
| |
09-02-2016
|
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.
|
| |
Mr. Abdul Latif Ameer Ali
|
To fix salary allowances and
|
| |
Chairman of the Committee
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other perks to senior level
|
| |
(Independent director)
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personnel as and when appointed
|
|
Nomination &
|
|
by the Company.
|
|
Remuneration
|
Mr. Ramanathan
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REMUNERATION POLICY:
|
|
Committee
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Lakshmanan
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The Remuneration Policy of the
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| |
(Independent director)
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Company for the managerial
|
| |
Dr. S. Amuthakumar (Independent director)
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personnel is based on the
|
| |
performance potential and performance of the
|
| |
The Committee met
|
individual/personnel.
|
| |
one time on
|
CEO/CFO CERTIFICATION
|
| |
09-02-2016
|
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 25.05.2016
|
|
Stakeholders Relationship Committee
|
Mr.Ramanathan Lakshin anan Chairman of the Committee (Independent director)
Mr. Abdul Latif Ameer Ali (Independent director)
Dr. S. Amuthakumar (Independent director)
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.
|
|
Internal
Complaints
Committee
|
Mr. Ramanathan Lakshmanan (Independent director)
Dr. S. Amuthakumar (Independent director)
No. of Meetings : Nil
|
To consider & redress complaints of sexual harassment.
|
|
Whistle
Blower
Committee
|
Mr. Ramanathan Lakshmanan (Independent director)
Dr. S. Amuthakumar (Independent director)
No. of Meetings : Nil
|
This provides adequate safeguards against victimization of Directors / Employees or any other person.
|
POLICIES OF THE BOARD:
WHISTLE BLOWER POLICY:
WHISTLE BLOWER POLICY (POLICY ON VIGIL MECHANISM)
As per Section 177(9) of the Companies Act, 2013 read with relevant Rule 7 of 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 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 2015-16. There has been no change to the Whistle Blower Policy adopted by the Company during fiscal 2016.
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 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 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.
In addition to this, the travel and other expenses incurred for attending the meetings are to be met by the Company. Subject to the provisions of the Act and the Articles of Association, 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.
RELATED PARTY TRANSACTION POLICY:
The Policy regulates all transactions between the Company and its related parties.
INSIDER TRADING POLICY:
The Policy provides the framework in dealing with Securities of the Company.
AUDITORS:
M/S. C.S. Hariharan & Co (FR N0.OOIO86S), Chartered Accountants, Chennai-600 014, has been appointed as the auditors of the Company at the 22nd Annual General Meeting held on 11.09.2014 and their appointment is ratified for the current financial year. There are no qualifications in the Independent Auditors report.
SECRETARIAL AUDIT:
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 2015-16.
The Secretarial Audit Report was placed before the Board on 25th May 2016. 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 3151 March, 2016. The total amount of deposit outstanding as at 31st March, 2016 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 RESPONSIBILITY:
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 inFormAOC-2 (Annexure-IV).
FORMAL ANNUAL EVALUATION:
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 and the Performance evaluation of the Managing Director and the Executive Director was carried out by the Independent directors at their meeting held on 09.02.2016.
The Directors expressed their satisfaction with the overall evaluation process.
RATIO OF REMUNERATION TO EACH DIRECTOR:
Disclosure of Ratio of Remuneration to each Director to the median employees’ remuneration
|
The ratio of the remuneration of each director to the median remuneration of the employee of the Company for the financial year
|
|
|
|
Name of the 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
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NIL
|
|
The percentage increase in the median remuneration of employees in the financial year
|
0.98%
|
|
The number of permanent employees on the rolls of company
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181
|
|
The explanation on the relationship between average increase in remuneration and Company performance
|
The individual increments varied based on their performance.
The increase in remuneration is in line with the market trends, internal parity and current salary of the employees.
|
|
Comparison of the remuneration of the key Managerial Personnel against the performance of the Company
|
Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company in the period under review: Remuneration of KMP as a percentage of Revenue is : 0.0003
Remuneration of KMP as a percentage of PBT: Negative PBT.
|
|
Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year
|
Particulars
|
31.03.2016
|
31.03.2015
|
change % over last public offer
|
|
Stock Price (in Rs,)
|
17.50
|
20.75
|
(-) 41.67
|
|
Market Cap (in Rs,) In Crores)
|
28.54
|
33.84
|
(-) 41.67
|
|
EPS
|
-1.89
|
0.08
|
-
|
|
P/E
|
-
|
259.37
|
-
|
|
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration
|
The average annual increase in the salaries of employees other than the managerial personnel across the organization was around 4 to 12%. There is no increase in the managerial remuneration for the past six years .
|
|
Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company
|
|
|
| |
Managing and Whole time
Directors
|
Company Secretary and Chief Financial officer
|
|
|
Remuneration in FY 201516
|
Rs. 12,00,000/-
|
Rs.5,04,000/-
|
|
Revenue Rs.5413.57 La
|
chs
|
|
% of Revenue
|
0.22
|
0.09
|
|
PAT Rs.(308.18) Lakhs
|
|
% of PBT
|
Negative PBT
|
Negative PBT
|
|
The key parameters for any variable component of remuneration availed by the directors
|
There is no variable component in the remuneration paid to the directors
|
|
The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year
|
NIL
|
|
Affirmation that the remuneration is as per the remuneration policy of the company
|
Yes
|
| |
|
|
|
|
|
|
|
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
There are no amount which remain unpaid/unclaimed for a period of seven years and hence no amount has been transferred to ‘IEPF’.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Particulars required to be given as per Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed hereto and the same forms part of this Report. (Annexure-V)
REPORT ON CORPORATE GOVERNANCE
As required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the auditors' certificate on Corporate Governance is enclosed as Annexure-VI to the Board's Report. The Auditors' Certificate for fiscal 2016 does not contain any qualification, reservation or adverse remarks.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Financial Statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. GAAP Comprises Mandatory Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 (“the Act”), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from the prescribed Accounting Standards in the adoption of these Standards.
The Directors confirm that
(a) In preparation of the annual accounts for the Financial Year ended March 31,2016, the applicable Accounting Standards have been followed.
(b) They have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and Loss of the Company for that period.
(c) They have taken proper and sufficient care towards 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) 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 laws and such systems are adequate and operating effectively.
LISTING FEES:
The Company confirms that it has paid the annual listing fees for the year 2016-17 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
Place: Chennai H. NOORMOHAMED
Date: 25.05.2016 CHAIRMAN
|