Directors Report of Olympic Cards Ltd.

Mar 31, 2016

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 31^st 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:

Name of the Committee	Composition of the Committee/ No of times the committee met	Highlights of duties, responsibilities & Activities
Audit Committee	Mr. Abdul Latif Ameer Ali Chairman of the Committee. (Independent director) Mr. Ramanathan Lakshmanan (Independent director) 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	recommending the appointment/re
	4 times on	appointment of statutory auditors
	27-05-2015	and fixation of audit fees,
	11-08-2015	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	other perks to senior level
	(Independent director)	personnel as and when appointed
Nomination &		by the Company.
Remuneration	Mr. Ramanathan	REMUNERATION POLICY:
Committee	Lakshmanan	The Remuneration Policy of the
	(Independent director)	Company for the managerial
	Dr. S. Amuthakumar (Independent director)	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 22^nd 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 31^st 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	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	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

---

Mar 31, 2015

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.

PERFORMANCE ATAGLANCE:

(Rs. in Lakhs)

Particulars Year ended Year ended 31.03.2015 31.03.2014

Gross Income 5507.30 5381.27

Profit(Loss) Before Depreciation, Tax & Financial

Expenses 772.55 841.01

Financial Expenses 439.37 315.13

Depreciation 286.88 81.21

Profit/(Loss) Before Tax 46.30 444.67

Less: Exceptional Items

Less: Extraordinary Items - 50.59

Tax expenses:

a. Current Tax 8.82 71.33

b. Fringe Benefit Tax

c. Deferred Tax Liability 23.98 57.52

d. Income-Tax for earlier year

Profit/(Loss) for the year carried to Balance Sheet 13.50 265.23

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.

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 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.

AUDITORS

M/S. C.S. Hariharan & Co (FRN0.OOIO86S), 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.

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.PNo.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.

DETAILSOF 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 in Form AOC-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 & 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.

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 Ratio Director

H.Noor Mohamed 5.63:1 (Managing Director)

N. Mohamed Faizal 5.63:1 (Whole Time Director)

N.Mohamed Iqbal 5.63:1 (Whole Time Director)

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 yea There is no overall increase in the salary received by the employees.

The number of permanent employees on the rolls of company 229

The explanation on the relationship between average increase in remuneration and company performance There is overall increase in the salary received by the employees. The individual increments varies based on their performance. The increase in the remuneration of the individual employees is in line with the market trends, internal parity.

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: 0.20

Remuneration of KMP as a percentage of PBT is 23.57

Variations in the market capitalization of the company, pric e 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 1 ast 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 Particu lars 31.03.2015 31.03.2014

Stock 20.75 27.60

Price(in Rs.)

Market 33.84 45.01 Cap (Rs. In crores)

EPS O.08 1.63

P/E 259.37 16.93

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 There is no overall increase in the salary received by the employees. The individual increaments varied based on their performance. The is no increase in the managerial remuneration for the past 5 years.

Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company %of Name of the % of Pro fit Remune ration direc tors Reve nue After Tax

H.Noor Mohamed 6,00,000/- 0.11 44.45 (Mana ging Dire ctor)

Gopala swamy.N (Comp any 83,600/- 0.02 6.19 Secre tary)- resig ned on 12/ 08/2014

K..Rafee Anamed (Comp any secre tary)- 1,67,933 0.03 12.44 appoi nted on 12/08/ 2014

Rama chand ran

Dhana sekaran 2,40,000 0.04 17.78 (CFO)

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 employ ees 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

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.

DUES TO SSI

During the year under review, there are outstanding dues amounting to or exceeding Rs. 1,00,000/- to the following Small Scale Industrial Units by the Company

Particulars Rs.

Ambay Cards 5,70,588

Ambika Products 14,22,668

Anmol Cards 3,00,594

Bharath Printing Inks 2,37,394

Dishti Industries Ltd 1,17,515

Fuji Film Sericol India Pvt Ltd 2,18,555

G K Cards & Arts 1,90,439

Gripwell Tapes Private Ltd 1,33,740

Hindustan Paints & Printing Inks 4,61,057

Jay Kay Card Mfg Co 16,42,141

Kalakriti Creations 19,77,826

Particulars Rs.

Labh Card Products 3,43,332

M L Oswal Enterprises 2,20,497

N G Paper Industries 6,30,828

Nile Tech 5,76,059

Parasakthi Picture Mart 2,43,067

Pinnacle Cards 20,85,661

Premier Card Manufacturing Co 6,33,474

Raj shree Petrochemicals 2,31,573

Reprographics Systems & Supplies 1,87,104

RiccieArts 2,27,123

R S Industries 2,89,973

Rupa Colour Inks 2,70,059

Sanjay Card & Arts 17,23,600

Screen Aids 2,54,411

Sri Andal Textiles 30,27,208

Sri Annalaxmi Enterprise 3,83,400

Sri Vijayalakshmi Fabrics 1,15,104

Wilson Greetings Pvt Ltd 1,81,015

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

Place: Chennai H.NOORMOHAMED

Date : 27.05.2015 CHAIRMAN

---

Mar 31, 2014

The Shareholders

The Directors have great pleasure in presenting 22nd Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS FOR THE YEAR ENDED (Rs. in Lakhs)

Description 31st March 2014 31st March 2013

Income from Operations 5238.61 4747.87

Other Income 142.67 221.02

Profit Before Interest & Depreciation & Tax 841.0 769.96

Interest including finance charges 315.13 254.35

Depreciation 81.21 64.05

Profit Before Extraordinary item 444.66 451.57

Extraordinary item 50.59 50.59

Provision for Taxation 128.85 137.92

Profit After Tax 265.22 263.06

APPROPRIATIONS

Income Tax TDS Interest paid -- 8.18

Transfer to General Reserve 9.85 10.02

Final Dividend (Proposed) 114.16 97.85

Tax on Dividend 19.40 15.87

Profit carried to Balance Sheet 121.81 131.14

PERFORMANCE REVIEW

During the year under review your Company recorded a total revenue of Rs.5381.28 Lakhs as compared to Rs.4968.89 Lakhs in the previous financial year, up by 8.30% . The Net Profit After Tax for the same period stands at Rs.265.22 Lakhs as against Net Profit After Tax of Rs.263.06 Lakhs in the previous year up by 0.82%. Due to implementation of the expansion of the overall operations, 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 improve 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, 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.

STATUS OF EXPANSION PROJECT, RETAIL OUTLETS & INITIAL PUBLIC OFFER

Your Company has collected a sum of Rs. 2336.94 Lakhs through Initial Public Offer of 77,89,800 Equity Shares of Rs.10/- each with a premium of Rs.20/- each fully paid in March, 2012 for setting up of a new manufacturing Unit near Chennai and establishment of 4 Own Retail Outlets at Chennai. The details of the implementation/completion are furnished below. The shares of your Company were listed at the Bombay Stock Exchange Ltd (BSE Ltd) on 28.03.2012 and the shares are now traded at the above Exchange.

Setting up of new manufacturing unit near Chennai: The average time for implementation of the project as disclosed in the IPO offer document was January, 2013. But due to delays in getting the required approvals from various authorities for construction of the new manufacturing unit the company has completed the implementation of the project and commenced the commercial production with effect from 31.03.2014. Capacity utilization is expected to grow in stages through the year. In the IPO Prospectus it has been stated that the company do not intend to purchase any second hand machinery. Since some suitable second hand imported machinery at a comparatively lower price were available in good working condition with latest model, the company has purchased imported second hand machinery using Rs.255.21 Lakhs for the above purpose.

Capital Expenditure for establishing 4 own retail outlets of the company: Initially the company has planned to identify and establish 4 retail outlets at (1) Ambattur, Chennai, (2) Anna Nagar, Chennai, (3) Tondiarpet, Chennai and (4) Valasarawakkam, Chennai. Due to non availability of suitable places at Ambattur and Tondiarpet, the company has identified suitable places at Peravallur and Velachery in Chennai. The average time for implementation of the project as disclosed in the offer document was December, 2012. But due to delays in identifying and locating suitable places the company could complete the opening of all the four retail outlets before January, 2014 and sales in the above four retail outlets are encouraging. Your Company is also in the process of identifying franchisees at commercially viable places.

DIVIDEND

Board of Directors recommend a Dividend of 7% i.e. seventy paise on each fully paid-up equity share of Rs.10/- each for the year ended 31st March, 2014 (Previous year-6%). The dividend will entail an outflow of Rs.114.16 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.

RESERVES

A sum of Rs.9,85,192/- has been transferred to General Reserve out of the profits for the year under review. The total Reserves and Surplus as on March 31, 2014 is Rs.22,90,90,945/- comprising of General Reserve Rs.48,23,032/-; Surplus in Profit & Loss Account Rs.6,01,51,913/- and Share Premium Account Rs.16,41,16,000/-.

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) Rules1988 are annexed hereto and the same forms part of this Report.(Annexure - A)

PARTICULARS OF EMPLOYEES

None of the Employees drew salary more than Rs.5,00,000/- per month or Rs.60,00,000/- in a year as required under the provisions of Section 217(2A) of the Companies, 1956 read with the Companies (Particulars of Employees) Rules, 1975..

DIRECTORS

Mr.N. Mohamed Faizal, Director is retiring by rotation at this Annual General Meeting and being eligible offer thimself for re-appointment. The Board met 7 times on 01.05.2013; 12.08.2013; 24.09.2013; 12.11.2013; 30.11.2013; 27.01.2014; 12.02.2014.

In terms of Section 149 and any other applicable provisions of the Companies Act 2013, Mr.Abdul Latif Ameer Ali (DIN No.02111528), Mr. Ramanathan Lakshmanan (DIN No.00269439) and Dr. Shanmugasundaram Amuthakumar (DIN No.03139309) offer themselves for appointment as Independent Directors. The Board proposes to appoint them as Independent Directors for a term upto March, 31,2019 not liable to retire by rotation.

Mr. H. Noor Mohamed(DIN:00269456) was re-appointed as the Managing Director of the Company with effect from 26.09.2011 for a period of 3 years and his term is expiring on 25.09.2014. Keeping in view his rich experience and valuable contribution to the Company, the Board proposes to re-appoint him as Managing Director with effect from 26.09.2014 for a period of 3 years on the existing terms and conditions.

AUDITORS

The term of the Statutory Auditors M/S. C.S. Hariharan & Co.(FR No.001086S), Chartered Accountants, Chennai the said auditors expires at the conclusion of this Annual General Meeting. Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Rule 6 of Companies (Audit and Auditors) Rules, 2014, an audit firm can be appointed as auditors of a Company for not more than two consecutive terms of five years each. For the purpose of calculating the period of 10 consecutive years, the period for which the audit firm had held office as auditors, prior to April 1,2014, is required to be taken into account. Accordingly, the aforesaid auditors are eligible to be appointed for a maximum period of 3 years from the conclusion of this Annual General Meeting until the conclusion of the 25th Annual General Meeting of the Company. Accordingly, the Company proposes to appoint M/S. C.S. Hariharan & Co.(FR No.001086S), Chartered Accountants, Chennai as the auditors of the Company for one term of 3 consecutive years and to hold office as such from the conclusion of this Meeting until the conclusion of the 25th Annual General Meeting of the Company, subject to ratification by the Members of the Company at every Annual General Meeting, for the purpose of audit of the Company''s accounts.

The Board recommends the appointment of M/S. C.S. Hariharan & Co.(FR No.001086S), Chartered Accountants, Chennai as the auditors of the Company.

COST AUDITORS

The Company has appointed M/s. Thanigaimani & Associates (Registration No. 101899) Cost Auditors in compliance with Companies (Cost Accounting Records) Rules, 2011 and Companies (Cost Audit Report) Rules, 2011. The Cost Audit Report shall be filed by the Cost Auditors in due course for the FY 2013-14.

AUDIT COMMITTEE

The Company has constituted Audit Committee and the following are the members:

Mr. Abdul Latif Ameer Ali - Chairman, Mr. Ramanathan Lakshmanan Dr. S. Amuthakumar, Independent Directors and Mr.H. Noor Mohamed, Managing Director as Members. The Committee met 6 times on 01.05.2013; 12.08.2013; 12.11.2013; 30.11.2013; 27.01.2014; 12.02.2014.

DUES TO SSI

During the year under review, there are outstanding dues amounting to or exceeding Rs.1,00,000/- to the following Small Scale Industrial Units by the Company:Grand Total

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information and explanation obtained, your Directors make the following statements in terms of Section 217(2AA) of the Companies Amendment Act, 2000:

(i) That in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures, if any;

(ii) That such accounting policies as mentioned in the Notes to Accounts, have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit of the Company for that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That the annual accounts have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your Company has not accepted any deposit from the public.

INDUSTRIAL RELATIONS

The relations between the Company and its employees continued to be cordial and harmonious throughout the year under review.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has substantially complied with all applicable Environmental Laws and Labour Laws.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis Report together with a certificate from the Company''s Auditors confirming compliance is set out in the annexure forming part of this report.

In compliance with the new Corporate Governance requirements, the Company has implemented a Code of Conduct for all its Board Members and Senior Management Personnel, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Company''s website.

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.

ON BEHALF OF THE BOARD

Place: Chennai H. NOOR MOHAMED Date: 12.08.2014 CHAIRMAN

---

Mar 31, 2013

To The Shareholders

The Directors have great pleasure in presenting 21 st Annual Report of the Company together with the Audited Annual Accounts forthe year ended 31 st March, 2013.

FINANCIAL HIGHLIGHTS FOR THE YEAR ENDED (Rs. in Lakhs)

Description 31st March 2013 31st March 2012

Income from Operations 4747.87 4316.76

Other Income 221.02 61.97

Profit Before Interest & Depreciation 769.96 674.22

Interest including finance charges 254.35 208.04

Depreciation 64.05 59.05

Profit Before Extraordinary item 451.57 407.13

Extraordinary item 50.59 50.59

Provision for Taxation 137.92 118.50

Profit After Tax 263.06 238.04

APPROPRIATIONS

Income Tax TDS Interest paid 8.18 -

Transfer to General Reserve 10.02 8.91

Final Dividend(Proposed) 97.85 48.93

Tax on Dividend 15.87 7.93

Profit carried to Balance Sheet 131.14 172.27

PERFORMANCE REVIEW

During the year under review your Company recorded a total revenue of Rs. 4968.89 Lakhs as compared to Rs. 4378.73 Lakhs in the previous financial year, up by 13.48%. The Net Profit After Tax for the same period stands at Rs. 263.06 Lakhs as against Net Profit After Tax of Rs. 238.04 Lakhs in the previous year, up by 10.51 %.

MARKET SCENARIO

In the challenging market scenario your Company has managed to maintain improvement in the turnover as well as profit after tax. The company owned stores have significantly contributed towards turnover and the profits. We are mainly involved in manufacturing and trading of Wedding Invitation Cards, Greeting Cards, Visiting Cards, Office Envelopes, Clothlined 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.

STATUS OF EXPANSION PROJECT, RETAIL OUTLETS & INITIAL PUBLIC OFFER

Your Company has successfully completed an Initial Public Offer of 77,89,800 Equity Shares of Rs. 10/- each with a premium of Rs. 20/- each fully paid and got a total sum of Rs. 2336.94 Lakhs for setting up of a new manufacturing Unit near Chennai at an approximate cost of Rs. 1982.50 Lakhs and for establishing 4 Own Retail Outlets at Chennai at an approximate cost of Rs. 316 Lakhs. The shares of your Company were listed at the Bombay Stock Exchange Ltd.(BSE Ltd) on 28.03.2012 and the shares are now traded at the above Exchange.

Setting up of new manufacturing unit near Chennai: The average time for implementation of the project as disclosed in the offer document was January, 2013. But due to delays in getting the required approvals from various authorities for construction of the new manufacturing unit it could not be implemented within the time limit. Presently the construction of factory building is in progress and expected its completion before November, 2013. Purchase Orders were placed for certain machineries and expected their delivery and erection before December, 2013. Similarly purchase of furniture and fixtures, computers & Accessories is expected before December, 2013.

Capital Expenditure for establishing 4 own retail outlets of the company: Initially the company has planned to identify and establish 4 retail outlets at (1) Ambattur, Chennai, (2) Anna Nagar, Chennai, (3) Tondiarpet, Chennai and (4) Valasarawakkam, Chennai. The company has opened one Retail outlet at Valasarawakkam, Chennai. Due to non availability of suitable places at the other three locations mentioned above, Land for second retail outlet was purchased at Velachery, Chennai by utilizing part amount earmarked for purpose of Interior Designing and interior designing work is under process which is expected to be completed before December, 2013. The company has entered into a lease agreement for a Third Retail Outlet at Agaram, Chennai and searching for a suitable place in Chennai for the fourth retail outlet which is expected to be over before December, 2013. The average time for implementation of the project as disclosed in the offer document was December, 2012. But due to delays in identifying and locating suitable places the company expects completion before December, 2013. Your Company is also in the process of identifying franchisees at commercially viable places.

DIVIDEND

Board of Directors recommend a Dividend of 6% i.e. sixty paise on each fully paid-up equity share of Rs. 10/- for the year ended 31st March, 2013 (Previous year - 3%). The dividend will entail an outflow of Rs. 97.85 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.

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) Rulesl 988 are annexed hereto and the same forms part of this Report.(Annexure - A)

PARTICULARS OF EMPLOYEES

None of the Employees drew salary more than Rs. 5,00,000/- per month or Rs. 60,00,000/- in a year as required under the provisions of Section 217(2A) of the Companies, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Capt.N.A. Ameer AN and Mr.N. Mohamed Iqbal, Directors are retiring by rotation at this Annual General Meeting and being eligible offer themselves for re-appointment. The Board met 5 times on 12.05.2012; 09.08.2012; 21.09.2012; 12.11.2012,11.02.2013.

AUDITORS

M/s.C.S. Hariharan & Co., Chartered Accountants, Chennai-600 014, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept the office of the auditors, if re-appointed.

COST AUDITORS

The Company has appointed Cost Auditors in compliance with Companies (Cost Accounting Records) Rules, 2011 and Companies (Cost Audit Report) Rules, 2011. The Cost Audit Report shall be filed by the Cost Auditors in due course for the FY 2012-13.

AUDIT COMMITTEE

The Company has constituted Audit Committee and the following are the members:

Capt. M.A. Ameer Ali - Chairman, Mr. Lakshmanan Ramanathan (a) Lena Tamilvanan and Dr. S. Amuthakumar, Independent Directors and Mr. H. Noor Mohamed, Chairman & Managing Director as Members. The Committee met 4 times on 12.05.2012; 09.08.2012; 12.11.2012,11.02.2013.

DUES TO SSI

During the year under review, there are no outstanding dues amounting to or exceeding Rs. 1,00,000/- to any Small Scale Industrial Units by the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information and explanation obtained, your Directors make the following statements in terms of Section 217(2AA) of the Companies Amendment Act, 2000:

(i) That in the preparation of the annual accounts for the year ended 31 st March, 2013, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures, if any;

(ii) That such accounting policies as mentioned in the Notes to Accounts, have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2013 and of the Profit or loss of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv)That the annual accounts have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your Company has not accepted any deposit from the public.

INDUSTRIAL RELATIONS

The relations between the Company and its employees continued to be cordial and harmonious throughout the year under review.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has substantially complied with all applicable Environmental Laws and Labour Laws.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance and Management Discussion and Analysis Report together with a certificate from the Company''s Auditors confirming compliance is set out in the annexure forming part of this report.

In compliance with the new Corporate Governance requirements, the Company has implemented a Code of Conduct for all its Board Members and Senior Management Personnel, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Company''s website.

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.



ON BEHALF OF THE BOARD

Place : Chennai H. NOOR MOHAMED

Date : 12.08.2013 CHAIRMAN

---

Mar 31, 2012

The Directors present their 20th Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. in Lakhs)

Description 2011-12 2010-11

Profit Before Interests. Depreciation 674.22 710.69

Interest including finance charges 208.04 286.70

Depreciation 59.05 64.18

Profit Before Extraordinary item 407.13 359.81

Extraordinary item 50.59 -

Provision for Taxation 118.50 141.16

Profit After Tax 238.04 218.65

APPROPRIATIONS

Transfer to General Reserve 8.91 8.99

Final Dividend (Proposed) 48.93 38.13

Tax on Dividend 7.93 6.33

Profit carried to Balance Sheet 172.27 165.20

PERFORMANCE REVIEW

During the year under review your Company recorded a total revenue of Rs. 4378.73 Lakhs as compared to Rs. 3919.99 Lakhs in the previous financial year, up by 11.70%. The Net Profit After Tax for the same period stands at Rs. 238.04 Lakhs as against Net Profit After Tax of Rs. 218,65 Lakhs in the previous year up by 8.87%.

STATUS OF EXPANSION PROJECT, RETAIL OUTLETS & INITIAL PUBLIC OFFER

Your Company has successfully completed an Initial Public Offer of 77,89,800 Equity Shares of Rs.10/- each with a premium of Rs.20/- each fully paid and got a total sum of Rs .2336.94 Lakhs tor setting up of a new manufacturing Unit near Chennai at an approximate cost of Rs. 1982.50 Lakhs and for establishing 4 Own Retail Outlets at Chennai at art approximate cost of Rs.316 Lakhs. The shares of your Company were listed at the Bombay Stock Exchange Ltd.(BSE Ltd) on 28.03.2012 and the shares are now traded at the above Exchange. Your management has identified two retail outlets at Chennai and the sales at the new outlets is expected before the end of the year. Your Company is in the final stages of getting the required approvals for establishing the new factory. Your Company is taking necessary steps to implement the establishment of new factory immediately on receipt of all approvals. Your Company is also in the process of identifying franchisees at commercially viable places.

DIVIDEND

Your Directors recommend a 3% Dividend i.e. thirty paise for every equity share of Rs. 10/- each fully paid-up for the year 2011-12, (Previous Year-5%), aggregating to Rs.48.93 Lakhs excluding dividend distribution tax.

MARKET SCENARIO

Your Company is a fully integrated manufacturing and trading Company. We are mainly involved in manufacturing and trading of Wedding Invitation Cards, Greeting Cards, Visiting Cards, Office Envelopes, Clothlined Covers, Student Notebooks, Account Books, Files, etc. and we are also involved in the trading of the items like Screen- Offset Inks Stationery Items and Gift articles. Our Brand name "OLYMPIC is popular and well known to the general public for its quality, affordability, variety and reliability for many decades.

DIRECTORS

Dr. S. Amuthakumar & Mr, Lakshmanan Ramanathan Alias Lena Tamilvanan, Directors are retiring by rotation at this Annual General Meeting and being eligible offer themselves for re-appointment. Mrs. S. Jarina, Whole-Time Director resigned with effect from 12.05.2012 and Board places on record the valuable services rendered by her, Mr. N. Mohamed Iqbal was appointed as Additional Director with effect from 12.05.2012 and is proposed to be appointed as Director, Whole-Time Director of the company in the ensuing Annual General Meeting. The Company had received a notice from a member proposing the appointment of Mr. N. Mohamed Iqbal as Director of the Company. The Board met 11 times on 30.06.2011; 19,08,2011; 26,09,2011; 30.12,2011, 31,12.2011, 08,02,2012, 21,02,2012, 28.02.2012,16.03.2012,20.03.2012,27.03-2012.

AUDIT COMMITTEE

The Company has constituted Audit Committee and the following are the members:

Capt.M.A Ameer Ali-Chairman, Mr. Lakshmanan Ramanathan Alias Lena Tamilvanan and Dr. S. Amuthakumar as Members. The Committee met 4 times on 30.06.2011, 19.08.2011, 30.11.2011 and 20.03.2012.

DUES TO SSI

During the year under review, there are no outstanding dues amounting to or exceeding Rs.1,00,000/- to any Small Scale Industrial Units by the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under the Companies Act,1956, your Directors wish to state:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material deviation therefrom:

(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, 2012 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 the Companies Act, 1956 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.

PUBLIC DEPOSITS

Your Company has not accepted any deposit from the public.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has substantially complied with all applicable Environmental Laws and Labour Laws.

PERSONNEL

A statement concerning employees as required by Section 217(2A) of the Companies, 1956 is attached to this report.

AUDITORS

M/S.C.S. Hariharan & Co., Chartered Accountants, Chennai-600 014, the auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

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-I)

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.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is given separately under the head

"Management Discussion and Analysis" and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be disclosed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this Report.

ACKNOWLEDGEMENTS

We are thankful to all Central and Statement Government Departments, Securities and Exchange Board of India(SEBI), BSE Ltd.(The Bombay Stock Exchange Limited), M/S.Ashika Capital Limited, Mumbai, M/S. Cameo Corporate Services Limited, the Bankers to the IPO and the company's Bankers for the cooperation and assistance extended by them. The Board places on record their thanks to the shareholders and the public for the confidence reposed by them in the Company and their appreciation for the services and untiring efforts of the Doctors and Employees at all levels, which has helped the Company to run its affairs smoothly.

ON BEHALF OF THE BOARD

H. NOOR MOHAMED CHAIRMAN

Place: Chennai Date : 09.08.2012

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Mar 31, 2010

To The Members of Olympic Cards Limited

The Directors are pleased to present the 18th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended March 31, 2010.

FINANCIAL RESULTS 2009 - 2010 2008 - 2009

Rs. Rs.

Operating Profit 37,775,526 14,942.540

Less: Depreciation & Amortisation 5,953,853 4,983,597

Profit Before Tax 31,821,673 9,958,943

Provision for Tax 10,801,618 2,056,526

Transfer to Deferred Tax Liability A/C 8,090,202 117,716

Profit After Tax 12,929,853 7,784,701

Add: Previous Year's Profit 9,642,903 5,646,194

22,572,757 13,430,895 Appropriations:

Dividend Final 3,165,322 3,024,931

Dividend Tax(including Surcharge) 523,702 514,087

Transfer to General Reserve 795,542 248,974

18,088,191 9,642,903

OPERATIONS:

The total turnover during the year was Rs.3486.60 Lakhs as against Rs.2837.57 Lakhs during the previous year recording an increase of 22.87%. The Profit Before Tax was Rs.318.22 Lakhs as against Rs.99.59 Lakhs during the previous year. The steps taken by the Company in the areas of Operational, Administrative Department and Marketing Departments have yielded good results. Your Company is continuously evolving new techniques to improve the overall performance and profit.

FUTURE PLANS:

In order to carry out the expansion work your Company is planning to tap the Capital Market in the near future for which the Company has started the initial formalities such as appointing the Book Running Lead Manager and Registrars to the issue. Your Company has initiated the process of dematerialization of the existing shares.

DIVIDEND:

Your Directors recommended a final dividend of 5%(Rs. 0.50 per share) (previous year also 5%) on the Equity Share Capital for the year 2009-2010. A sum of Rs.31,65,322/- towards Dividend and Rs.5,23,702/- towards Dividend Tax are appropriated from the profit.

GENERAL RESERVE:

A sum of Rs.795,542/- was appropriated towards General Reserve.

FIXED DEPOSITS:

Your Company has not accepted any deposit from the Public.

DIRECTORS:

Captain N.A. Ameer Ali and Mr. Lakshmanan Ramanathan (Alias) Lena Tamilvanan, Directors of the Company retire by rotation and being eligible offer themselves for reappointment. During the year Mr. N.M. Habibullah and Mr. Isari K. Ganesh, Directors resigned with effect from 31-03-2010. The Board of Directors placed on record the valuable services rendered by them during their tenure as Directors.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that they have:

(i) Followed the applicable Accounting Standards in the preparation of the annual accounts;

(ii) Selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profits of the Company for the year under review.

(iii) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and detecting fraud and irregularities.

(iv) Prepared the accounts for the financial year on a "going concern" basis.

AUDITORS:

The Auditors M/S.C.S. Hariharan & Co., who retires at the conclusion of this Annual General Meeting are eligible for reappointment.

AUDIT COMMITTEE:

As required under the Companies Act, 1956 the Company has an Audit Committee consists of Mr.Lakshmanan Ramanathan (Alias) Lena Tamilvanan, Captain N.A.Ameer Ali, Non-Executive Independent Directors and Mr. H. Noor Mohamed, Managing Director. The Committee met four times during the year 2009-2010.

PARTICULARS OF EMPLOYEES:

The Company has no employee receiving remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

As required under Section 217(1 )(e) of the Companies Act, 1956 are set out in a separate statement attached to the report.

INDUSTRIAL RELATIONS:

The employee relations were cordial. The Directors are pleased to record their appreciation of the services rendered by the workmen and the staff at all levels.

ACKNOWLEDGEMENT:

Your Directors wishes to place on record the sincere gratitude for the support received from the Central/ State Government Departments, Banks, Shareholders, Customers, Dealers and employees.

for and on behalf of the Board of Directors

Place: Chennai - 600 001. H. NOOR MOHAMED

Date: 25th June, 2010 Managing Director