LM P© - Live Stock Market Updates for S&P BSE SENSEX ... · [email protected] please complete this atiendance slip and hand it over at the entrance of the hall. only members or their

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TIN No : 33100160814 Phone 42921000/1017 CST No. : 93332 dl. 1.6.98 Fax . 044 - 2539 0300

L659(3TN1992PLC022521

P©cLM YeaA HOME FCJR WEDDING CARDS of(Regd. Office· 195. N.S.C. Bose Road, Chennai -600 001.) Service•••

Website : www.oclwed.com .:••:••:. E-mail [email protected]

Mfrs. or : Wedding Cards .:. Weddmg Bags Office Stationery

Nole Books Disposable Cups -> Paper Napkins & Plates .> Gift Article!; .;. Screen & Offset Printing Materials and etc.

01.09.2015

The Bombay Stock Exchange Limited 25 th Floor, P.J. TOWERS, Dalal Street, Fort, Mumbai-400 001

Dear Sirs, Sub: ANNUAL REPORT FOR THE AGM 2015- ERRATA- SENT.

*** We wish to inform that the following printing errors have occurred for which corrections are required to be made in the Annua] Report already sent for the ensuing Annual General Meeting 2015 of our company to

be held on 15.09.2015:

Page No. Line No. Existing Matter To be read/corrected as

8 15 Mr.N.Mohamed Faizal, 31 Years Mr.N.Mohamed Faizal, 33 years

9 5 E-Mail: E-Mail:[email protected]

31 "Total Amount" column Delete the letters "p.a." at all places in the "Total Amount" column.



33 43

25(Sl.No.6) 31

Rs.ll ,39, 100/Mr.Lakshmanan Ramanathan

RsA,91,533/Mr.Ramanathan Lakshmanan

44 22 Mr.Lakshmanan Ramanathan Mr. Ramanathan Lakshmanan

45 3 Mr.Lakshmanan Ramanathan Alias Lena Tamilvanan Mr.Ramanathan Lakshmanan

45 19 Mr.Lakshmanan Ramanathan Alias Lena Tamilvanan Mr.Ramanathan Lakshmanan

46 7 Chief Executive Officer Chief Financial Officer 49 18 E-Mail: E-Mail:[email protected] 49 19 Website: Website: www.oclwed.com 49 23 E-Mail E-Mail: [email protected] 80 The Sheet containing "Attendance Slip & Proxy Form" shall be replaced and the revised "Attendance Slip & Proxy Form" attached herewith shall be used. This is for necessary reference

and records.

Kindly acknowledge receipt.

Thanking You,

Yours faithfully, .

FOR OL.YMPIC CARDS~TED

MANAGING DIRECTO Enc1: as above.

PARRYS T. NAGAR PERAVAUUR (t 42921000, 2538 5885 • [email protected] (( 42124135 Ing@oclwed .com t 4353 0729 [email protected]

KODAMBAKKAM VALASARAWAKKAM ANNA NAGAR ,j' 42321089, 42322089 [email protected] '{ 4286 7592 [email protected] _1 42605403 • [email protected]

THIRUVANMIYUR VELACHERRY COIMBATORE I( 4269 5286, 4550 4105 [email protected] .: ('42300841 • [email protected] .:. (. 0422 4356554 • [email protected] FACTORY: Plot No.5, Vyasarpadi Co-operative Industrial Estate. Erukkancherry High Road, Vyasarpadi, Chennal • 39. '02552 0980 • [email protected]

No.90. Kannlgalpair Vlltage, Periyapalayam Road, Uthukkottal (Taluk).Thiruvallur (DiS!)

mailto:[email protected]:[email protected]:www.oclwed.com

OLYMPIC CARDS LIMITED II ATTENDANCE SLIP I

CfN: L65993TN I992PLC02252 I

Registered Office: 195, N.S.C. Bose Road, Chennai - 600 001.

Phone No.044-2538 0652/4292 IOOO-E-Mail : [email protected]

PLEASE COMPLETE THIS ATIENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE HALL. ONLY MEMBERS OR THEIR PROXIES ARE ENTITLED TO BE PRESENT AT THE MEETING

Name of the attending Member(s) FoliolDP ID-Client ID No.

No. of Shares held

I hereby record my presence at the 23rd ANNUAL GENERAL MEETING of the Company held at "NARADHA GANA SABHA TRUST (Regd), MINI HALL, 314, T.T.K. Road, Chennai--600 018 at 3.00 P.M. on Tuesday, the 15 uI September, 2015.

NAME OF PROXY IN BLOCK LETTERS SIGNATURE OF THE SHAREHOLDER/PROXY*

* *Strike out whichever is not applicable

PROXY FORM CIN: L65993TNI992PLC022521

Name of the Company: OLYMPIC CARDS LIMITED

Registered Oftice: 195, N.S.C. Bose Road, Chennai - 600 001

(Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014)

Registered Address :

Name of the Member(s):

E-mail id:

Folio No.fDP IO-Client Id:

I/We, being the member(s) of.. .. . ..... . .. .. .. .. .. ....shares of the above named company, hereby appoint:

I. Name Address:

E-mail id: Signature: ........ . . .. ... .. ........ .. .. ... .. .. .. .. . .. ... .. ............. ..or failing him 2.Name: Address:

E-mail id: Signature: ........ ..... .. ... ..... .. .. .. ...... .. ......... .. .. ..............or failing him 3.Name: Address:

E-mail id: Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 23'd Annual General Meeting of the Company, to be held on

Tuesday, the 15'h day of September, 2015 at 3.00 p.m. at "NARADHA GANA SABHA TRlIST (Regd), MINI HALL, 314, T.T.K. Road,

Chennai--600 018 and at any adjournment thereof in respect of such resolutions as are indicated below:

SI.No. of Resolutions (as in the AGM Notice)

I. 6.

(Tick Mark the SI.No. of Resolution for which the Proxy is appointed)

Signed this .. .. . .....day of. .. . .. . .. .... ., 2015 . Affix 30 paise

Signature of the Shareholder Revenue Stamp

Signature of the Proxy Holder(s)

a.This form of proxy in order to be effective should be duly completed and deposited;lt the Registered Office of the Company, not less

than 48 hours before the commencement of the Meeting.

b.In.the case ofa Corporation, the proxy form shall be either given under the Common Seal signed on its behalf by an Attorney or

Officer'Of the Corpora tion.

e.The Proxy holder shall prove his/her identity at the time of attending the Meeting.

mailto:[email protected]

eeotiment cc. ,tO1/4 Since 1962 'r,e;

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OLYMPIC CARDS LTDA HOME FOR WEDDING CARDS(Regd. Off.: 195, N.S.C. Bose Road, Chennai - 600 001)

23rdANNUAL REPORT

2014 - 2015PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor

http://www.cvisiontech.com

Mis.OLYMPIC CARDS LIMITED

Registered Office : 195, N.S.C. Bose Road, Chennai - 600 001

FINANCIAL HIGHLIGHTS

z z z z z

PARTICULARS 2010-2011 2011-2012 2012-2013 2013-2014 2014-2015

Share Capital 85,189,000 163,087,000 163,087,000 163,087,000 163,087,000

Reserves & Surplus 25,212,843 199,127,494 213,243,050 229,090,945 216,373,878

Net Worth 110,401,843 362,214,494 376,330,050 392,177,945 379,460,878

Return on Capital Employed 20.40 % 10.73 % 9.33 % 12.30 % 6.05 %

Fixed Assets (Net) 130,277,106 132,118,990 190,866,679 490,850,049 534,196,869

Sales/ Other Income 391,010,765 437,873,145 496,889,520 538,127,846 550,730,143

Gross Proft / (Loss) 100,916,614 100,492,117 109,125,455 135,213,642 152,278,760

Interest / Finance Charges 28,670,214 20,804,245 25,434,941 31,513,380 43,937,928

Depreciation 6,418,482 5,905,338 6,404,957 8,121,668 28,688,188

Current Tax 10,529,265 11,764,752 12,990,855 7,133,021 882,181

Deffered Tax 3,586,322 85,459 800,674 5,751,979 2,397,650

Net Proft / Loss 35,981,117 35,654,075 40,097,746 39,407,672 39,407,673

Dividend (Including Tax) 4,446,393 5,685,213 11,372,627 13,356,255 9,593,348

Dividend (%) 5% 3% 6% 7% 5%

Earnings Per Share 2.57 1.46 1.61 1.63 0.08

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BOARD OF DIRECTORS

H. Noor MohamedManaging Director - DIN : 00269456

N. Mohamed FaizalWhole Time Director - DIN : 00269448

N. Mohamed lqbalWhole Time Director - DIN : 01259155 (Till 31.03.2015)

S. JarinaWhole Time Director - DIN : 00269434 (w.e.f. 31.03.2015)

Abdul Latif Ameer AliIndependent Director - DIN : 02111528

Ramanathan LakshmananIndependent Director - DIN : 00269439

Dr. S. AmuthakumarIndependent Director - DIN : 03139309

Audit CommitteeAbdul Latif Ameer Ali - ChairmanRamanathan Lakshmanan - MemberDr. S. Amuthakumar - Member

Auditors:M/s C.S. Hariharan & Co.,Chartered Accountants'Bagirathi' Ground Floor112/249, Royapettah High Road, Chennai- 014.Phone : 044 - 45000141 / 42E-mail : [email protected]

Company Secretary & Compliance Officer :N. Gopalswamy - Till 12.08.2014

K. Rafee Ahammed - w.e.f 12.08.2014

Bankers:Axis Bank Ltd., Chennai-600002.HDFC Bank Ltd., Mylapore, Chennai - 600004.ICICI Bank Ltd., Chennai-600001.City Union Bank Ltd., Chennai -600001.Lakshmi Vilas Bank Ltd., Chennai-600004.

Registered Office:195, N.S.C. Bose Road, Chennai - 600 001.CIN: L65993TN1992PLCO22521Telephone: 044 - 2538 0652 / 4292 1000Fax: 044 - 2539 0300E-mail: [email protected]: www.oclwed.com

Plant Location :Kannigaiper, Thiruvallur District, Tamilnadu.



CONTENTS

Contents Page No.

Notice to the shareholders : 1

Directors' Report and ManagementDiscussion & Analysis Report : 10

Report on Corporate Governance : 43

Auditors' Report : 55

Balance Sheet : 59

Statement of Profit & Loss : 60

Cash Flow Statement : 61

Notes to Financial Statements : 62



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OLYMPIC..tt OLYMPIC CARDS LTDA HOME FOR WEDDING CARDS

OLYMPIC CARDS LTD

Form A(Pursuant to Clause 31 (a) of the Listing Agreement)

1. Name of the Company OLYMPIC CARDS LIMITED

2. Annual Financial Statement for the yearended 31st March 2015

3. Type of Audit observation Unqualified Audit Report

4. Frequency of observation Not Applicable

For OLYMPIC CARDS LIMITED For OLYMPIC CARDS LIMITED For OLYMPIC CARDS LIMITED

(H. NOOR MOHAMED)Managing Director

(DIN:00269456)

For C.S.Chartered AccountanFRN 0010865

C.S.APartner-M.No.216277

(R. DHANASEKARAN)Chief Financial Officer(PAN NO.AGRPD8712H)

(ABDUL LATIF AMEER ALT)Chairman - Audit Committee

(DIN No.02111528)



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OLYMPIC CARDS LTDA HOME FOR WEDDING CARDS

NOTICE

NOTICE is hereby given that the 23rd Annual General Meeting of the Shareholders ofM/s. OLYMPIC CARDS LIMITED will be held at "NARADHA GANA SABHA TRUST (Regd),MINI HALL, 314, T.T.K. Road, Chennai-600 018, at 3 P.M. on Tuesday, 15th September, 2015 totransact the following business:

ORDINARY BUSINESS:

1. ADOPTION OFACCOUNTS:

To receive, consider and adopt the Audited Balance Sheet of the Company as at 31' March2015 and the Profit & Loss Statement and the Cash Flow Statement for the year ended onthat date together with Directors' Report and Auditor's Report thereon.

2. DECLARATION OF DIVIDEND

To declare 5% (Rs.0.50 per equity share) dividend on Equity Shares of 1,63,08,700 ofRs.10 each for the year ended 31st March 2015.

3. REAPPOINTMENT OF DIRECTORS:

To appoint a Director in the place of Mr. N.Mohamed Faizal (DIN: 00269448) whoretires by rotation and being eligible offers himself for re -appointment.

4. RATIFICATION OF AUDITORS' APPOINTMENT:

To ratify the appointment of auditors and to fix their remuneration and in this connection toconsider and if thought fit, to pass, with or without modification(s), the following as anORDINARY RESOLUTION

"RESOLVED THAT pursuant to provisions of Section 139, 141, 142, 143(B) and otherapplicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit andAuditors) Rules, 2014, including any amendment, modification, variation or re-enactmentthereof, the company do hereby ratify the appointment of M/S. C.S. Hariharan & Co.(FR No.001086S), Chartered Accountants, Chennai, as statutory auditors of the companyfor the financial year 2015-16 , pursuant to resolution passed by the members at the 22ndAnnual General Meeting held on 11th September,2014 to hold office till the conclusion ofthe 25th Annual General Meeting to be held for the financial year 2016-17, at suchremuneration as may be agreed between the company and the auditors includingreimbursement out of pocket expenses incurred by them in connection with theCompany's audit for the financial year 2015-16."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and arehereby authorized to fix the remuneration payable to M/S. C.S. Hariharan & Co.(FR No.001086S), Chartered Accountants, Chennai, for the subsequent fmancial years,subject to recommendation of the members ofAudit committee".

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OLYMPIC CARDS LTD

SPECIAL BUSINESS:5. APPOINTMENT OF MRS. S. JARINA AS DIRECTOR: (DIN : 00269434)

To consider and if thought fit, to pass, with or without modification(s), the followingResolution as an Ordinary Resolution:

"RESOLVED THAT Mrs. S.Jarina, (DIN : 00269434) who was appointed as an additionaldirector of the company, by a resolution passed by the Board of Directors in its meetingheld on 31st March 2015, under section 161(1) and other applicable provisions of theCompanies Act, 2013 and who holds office up to the date of this Annual General Meeting,be and is hereby appointed as a Director of the Company."

"RESOLVED FURTHER THAT Mr. H. NOORMOHAMED, Managing Director of theCompany be hereby authorized to file e -form DIR-12 and other documents with theRegistrar of Companies and further to do all such acts, deeds and things and execute suchother documents as may be necessary for the purpose of giving effect to this resolutionincluding making necessary entries in the Statutory Registers prescribed under theCompanies Act, 2013".

6. RE -APPOINTMENT OF WHOLE -TIME DIRECTOR MR. N.MOHAMED FAIZAL(DIN: 00269448):

To consider and if thought fit, to pass, with or without modification(s), the followingResolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 and otherapplicable provisions of the Companies Act, 2013 and Rules made there under (includingany statutory modification or re-enactment thereof) read with Schedule V to the Act, theconsent of the Company be and is hereby accorded for the reappointment of Mr. MohamedFaizal who was appointed as a Whole time Director of the company from 01.12.2012 for aperiod of 3 years ending on 30.11.2015 as the Whole -time director for a period of 3 yearscommencing from 01.12.2015 on the terms as set out in the Explanatory Statementattached to the Notice and is liable to retire by rotation".

Regd.Office:OLYMPIC CARDS LIMITED, BY ORDER OF THE BOARD195, N.S.C. Bose Road, Chennai - 600 001. For OLYMPIC CARDS LIMITEDCIN: L65993TN1992PLCO22521Telephone: 044 - 2538 0652 / 4292 1000Fax: 044 - 2539 0300E-mail: [email protected] site: www.oclwed.com

Date: 27.05.2015

K. RAFEE AHAMMEDCOMPANY SECRETARY

Notes:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ABOVE MEETING IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL TO VOTEINSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THECOMPANY. THE INSTRUMENT APPOINTING THE PROXY SHALL BE DEPOSITEDAT THE REGISTERD OFFICE OF THE COMPANY NOT LATER THAN 48(FORTYEIGHT) HOURS BEFORE THE TIME FIXED FOR HOLDING THE MEETING; IN

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2. A person shall not act as a proxy on behalf of Members exceeding fifty in number andholding in the aggregate more than 10% of the total share capital of the Company carryingvoting rights. A Member holding more than 10% of the total share capital of the Companycarrying voting rights may appoint a single person as proxy and such person shall not act asa proxy for any other person or shareholder.

3. The Register of Members and Share Transfer Registers will remain closed from 09thSeptember, 2015 to 14th September, 2015 (both days inclusive) in connection with theAnnual General Meeting and for the purpose of payment of Dividend. It is further informedthat dividend on equity shares, on declaration at the AGM, will be paid/dispatched on orbefore 12th October, 2015:

i) In respect of shares held in physical form, to those members whose names appear on theRegister of Members on 08th September, 2015 and;

ii) In respect of shares held in electronic form, to those members whose names appear in the listof beneficial owners furnished by National Securities Depository Limited (NSDL) andCentral Depository Services (India) Limited (CDSL), the Depositories, as per the detailsfurnished by the Depositories for the purpose.

4. Members/ Proxies should bring the attendance slip duly filled in and signed and has to behanded over the same at the entrance hall for attending the meeting. Members are requestedto indicate their Folio no/ DP ID and Client ID numbers in the attendance slip.

5. Members are requested to furnish the details of their nomination (if not already sent) in theprescribed form to M/s. Cameo Corporate Services Limited, Chennai, the Registrars andShare Transfer Agent (RTA) of the company. The prescribed form can be obtained from theCompany's Registrar and Share Transfer Agent.

6. The Securities and Exchange Board of India (SEBI) has mandated submission ofPermanent Account Number (PAN) by every participant in securities market. Membersholding shares in dematerialized form are therefore requested to submit the PAN to theirrespective depository participants. Members holding shares in physical form can submittheir PAN details to the Company or the Registrar & Transfer Agents.

7. Members are requested to bring their copy of the Annual Report to the meeting, as the samewill not be distributed at the meeting.

8. In terms of the Green Initiative in Corporate Governance of the Ministry of CorporateAffairs, communicated vide General Circular No. 17/2011 dated 21-04-2011 read withGeneral Circular No. 18/2011 dated 29-04-2011, the Annual Reports, notice of meetingsand other statutory documents required to be furnished by the Company to the Memberscan be sent in electronic mode. For this purpose, the Members are requested to register theiremail addresses with the RTA for receiving the aforesaid information in electronic mode.



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`°''S'n" \ OLYMPIC CARDS LTDOLYMPIC I A HOME FOR WEDDING CARDSOLYMPIC CARDS LTD

9. Voting through Electronic Means:I. In compliance with the provisions of Section 108 of the Companies Act 2013 and Rule 20 of

the Companies (Management and Administration) Rules, 2014, the Company is pleased toprovide members facility to exercise their right to vote at the 23rd Annual General Meeting(AGM) by electronic means and the business may be transacted through e -voting servicesprovided by Central Depository Services Limited (CDSL).

(A) The voting period begins on 12th Sep. 2015(9.00 am)and ending on 14th Sep. 2015(5.00 pm)During this period shareholders' of the Company, holding shares either in physical form or indematerialized form, as on the cut-off date 8th September, 2015 (record date) may cast theirvote electronically. The e -voting module shall be disabled by CDSL for voting thereafter.

The instructions for members for voting electronically are as under: -In case of members receiving e-mail:

(i) Log on to the e -voting website www.evotingindia.com.(ii) Click on "Shareholders" tab.(iii) Select "OLYMPIC CARDS LIMITED" from the drop down menu and click on "SUBMIT"(iv) Enter your User ID (For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID

followed by 8 Digits Client ID, Members holding shares in Physical Form should enterFolio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.(vi) If you are holding shares in Demat form and had logged on to www.evotingindia.com and

voted on an earlier voting of any company, then your existing password is to be used.(vii) If you are a first time user follow the steps given below:(viii) After entering these details appropriately, click on "SUBMIT" tab.(ix) Members holding shares in physical form will then reach directly the Company selection

screen. However, members holding shares in Demat form will now reach ' Password Creation'menu wherein they are required to mandatorily enter their login password in the newpassword field. Kindly note that this password is to be also used by the Demat holders forvoting for resolutions of any other company on which they are eligible to vote, provided thatcompany opts for e -voting through CDSL platform. It is strongly recommended not to shareyour password with any other person and take utmost care to keep your password confidential.

(x) Members holding shares in physical form, the details can be used only for e -voting on theresolutions contained in this Notice.

(xi) Click on the EVSN for the relevant (viz. OLYMPIC CARDS LIMITED)on which you choose to vote.

(xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same theoption "YES/NO" for voting. Select the option YES or NO as desired. The option YESimplies that you assent to the Resolution and option NO implies that you dissent to theResolution.

(xiii) Click on the "Resolutions File Link" if you wish to view the entire Resolutions.(xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A

confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else tochange your vote, click on "CANCEL" and accordingly modify your vote.

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OLYMPIC CARDS LID


Fill up the following details in the appropriate boxes:

For Members holding sharesin Demat Form/ in Physical Form

PAN* Enter your 10 digit alpha -numeric *PAN issued by Income Tax Department(Applicable for both Demat shareholders as well as physical shareholders)*Members who have not updated their PAN with the Company/DepositoryParticipant are requested to use the first two letters of their name and the 8 digitsof the sequence number in the PAN field.In case of the sequence number is less than 8 digits enter the applicable number0's before the number after the first two characters of the name in CAPITALletters. Eg. If your name is Ramesh Kumar with sequence number 1 then enterRA00000001in the PAN fi eld. S.No. mentioned in your address label can beused as Sequence No. for the purpose.

DOB# Enter the Date of Birth as recorded in your Demat account or in the companyrecords for the said Demat account or folio in dd/mm/yyyy format.

DividendBankDetails#

Enter the Dividend Bank Details as recorded in your Demat account or in thecompany records for the said Demat account or folio.Please enter the DOB or Dividend Bank details in order to log on. If the detailsare not recorded with the depository or company please enter the memberid/folio number in the Dividend Bank details field.

For Members holding shares in Demat Form and Physical Form(xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify

your vote.(xvi) You can also take out print of the voting done by you by clicking on "Click here to

print" option on the Voting page.(xvii) If Demat account holder has forgotten the changed password then enter the User ID and

the image verification code and click on Forgot Password & enter the details asprompted by the system.

(xviii) Note for Non -Individual shareholders and Custodians (i.e. other than Individuals,HUF and NM etc.) are required to log on to https://www.evotingindia.co.in andregister them as Corporate.

*A scanned copy of the Registration form bearing the stamp and sign of the entity should beemailed to [email protected].

*After receiving the login details they have to create compliance user should be created usingthe admin login and password. The Compliance user would be able to link theaccount(s) for which they wish to vote on.

*The list of accounts should be mailed to [email protected]. And on approvalof the accounts they would be able to cast their vote.



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OLYMPIC CARDS LID

*A scanned copy of the Board Resolution and Power ofAttorney (POA) which they have issued infavour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizerto verify the same.

In case of members receiving the physical copy:(A) Please follow all steps from sl. no. (i) To sl. no. (xvii) Above to cast vote.

(B) The voting period begins on 12th Sep. 2015 (9.00 am) and ending on 14th Sep. 2015 (5.00 pm)During this period shareholders' of the Company, holding shares either in physical form orin dematerialized form, as on the cut-off date 08.09.2015 (record date) may cast their voteelectronically. The e -voting module shall be disabled by CDSL for voting thereafter.

(C) In case you have any queries or issues regarding e -voting, you may refer the FrequentlyAsked Questions ("FAQs") and e -voting manual available at www.evotingindia.co.inunder help section or write an email to: [email protected].

(D) The voting rights of shareholders shall be in proportion to their shares of the paid up equityshare capital of the Company as on 08.09.2015 (record date).

(E) Mr. T.Murugan, Practising Company Secretary (CP No. 4393) has been appointed as theScrutinizer to scrutinize the e -voting process in a fair and transparent manner.

(F) The Scrutinizer shall within a period not exceeding three working days from theconclusion of the e -voting period unblock the votes in the presence of at least twowitnesses not in the employment of the Company and make a Scrutinizer's Report of thevotes cast in favour or against, if any, forthwith to the Chairman of the Company.

(G) The Results shall be declared on or after the AGM of the Company and the resolutions willbe deemed to be passed on the date of AGM of the Company subject to the receipt ofrequisite number of votes in favour of the resolution. The Results declared along with theScrutinizer's Report shall be placed on the Company's website'www.olympicweddingcards.com' and on the website of CDSL within two days of passingof the resolutions of the AGM of the Company and communicated to the Stock Exchange.

Registered Office:OLYMPIC CARDS LIMITEDNo.195, N.S.C. Bose Road, Chennai-600 001CIN: L65993TN1992PLCO22521;Telephone: 044 - 2538 0652 / 4292 1000;Fax: 044 - 2539 0300;E-mail: [email protected]

Date: 27-05-2015

By Order of the Boardfor OLYMPIC CARDS LIMITED

K. RAFEE AHAMMEDCOMPANY SECRETARY




OLYMPIC CARDS LTDOLYMPIC CARDS LID

A HOME FOR WEDDING CARDS

THE FOLLOWING EXPLANATORY STATEMENT SETS OUT THE MATERIALFACTS REFERRING TO ITEM NOS. 3, 4, 5 & 6 OF THE NOTICE.

Item No.3Brief resume of the Director seeking re -appointment:

Mr. N.Mohamed Faizal (DIN: 00269448), born on 21/10/1981, a Post Graduate in MBA (HR)has got rich experience in management and administration. He was appointed as Whole TimeDirector of the Company on 01/12/2007 and holds 9,42,845 shares in the Company. He is notholding any directorship/membership of Committee in any other company. He is the son ofMr. H. Noor Mohammed, Managing Director of the Company who holds 53,59,718 (32.86%)equity shares.

Item No.4At the 22nd Annual General Meeting held on 11.09.2014, M/S. C.S. Hariharan & Co. (FRNo.001086S), Chartered Accountants, Chennai were appointed as auditors of the Company for aperiod of 3 years to hold office till the conclusion of 25 Annual General Meeting. Pursuant to theprovisions of Section 139 of the Companies Act, 2013 read with Rule 6 of Companies (Audit andAuditors) Rules, 2014, an audit firm can be appointed as auditors of a Company for not more thantwo consecutive terms of five years each. For the purpose of calculating the period of 10consecutive years, the period for which the audit firm had held office as auditors, prior to April1, 2014, is required to be taken into account. Accordingly, the aforesaid auditors are eligible to beappointed for a maximum period of 2 years from the conclusion of this Annual General Meetinguntil the conclusion of the 25 Annual General Meeting of the Company. Provided suchappointment is also subject to the ratification by the Members at every Annual General Meeting,till the expiry of their term.

Accordingly, the Company proposes to ratify the appointment of M/S. C.S. Hariharan & Co. (FRNo.001086S), Chartered Accountants, Chennai as the auditors of the Company to hold office untilthe conclusion of the 25th Annual General Meeting of the Company.

M/S. C.S. Hariharan & Co. (FR No.001086S), Chartered Accountants, Chennai has consented tothe said appointment and issued a certificate to the effect that the appointment, if made, shall be inaccordance with the conditions as prescribed in Sections 139 and 141 of the Companies Act, 2013and the Companies (Audit and Auditors) Rules, 2014.

Therefore the Board on recommendation of the audit committee seeks the shareholders approvalfor the appointment of M/S. C.S. Hariharan & Co. (FR No.001086S), Chartered Accountants,Chennai as the auditors of the Company as set out at Item No.4.

None of the Directors or Key Managerial Personnel of the Company or their relatives is notinterested or concerned in the resolution.

Item No.5Mrs. S.Jarina who was appointed as an additional director, by a resolution passed by the Board ofDirectors in its meeting held on 31St March 2015, vacates the office as an Additional Director on thedate of forthcoming Annual General Meeting in accordance with the section 161(1) and otherapplicable provisions of the Companies Act, 2013.



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The Board considers it advantageous and in the interest of the Company to have Mrs. S.Jarina as adirector of the company. The company has received a notice in writing under section 160 of theCompanies Act, 2013 from a member proposing the candidature of Mrs. S. Jarina for the office ofthe director of the company along with the required deposit.

The matter is being placed before the Members for their consideration and approval.

None of the Directors, Key Managerial Personnel or their relatives except Mrs. S.Jarina, Mr. H.Noor Mohamed, Managing Director and Mr. N. Mohamed Faizal, Director is personallyconcerned or interested in the above said resolution.

Item No.6

Mr. N.Mohamed Faizal (DIN: 00269448), was originally appointed as a Whole -time Director on01.12.2007 for a period of 5 years & was subsequently re -appointed with effect from 01.12.2012for a period of 3 years and his term is expiring on 30.11.2015. Keeping in view his rich experienceand valuable contribution to the Company, the Board proposes to re -appoint him as Whole -TimeDirector with effect from 01.12.2015 for a period of 3 years.

Mr. N.Mohamed Faizal, 31 Years, holds a degree in Master of Business Administration (HR) and isthe son Mr. H.Noor Mohamed, who is the Managing Director of the Company. He has beenactively involved with this company.

At the meeting held on 27th May 2015, Board on the recommendation of the nomination andremuneration committee, re -appointed Mr. N.Mohamed Faizal as the Whole Time Director with asalary of Rs.6,00,000/-p.a as mentioned in the resolution with effect from 1' December 2015 for aperiod of three years.

Mr. N.Mohamed Faizal holds 9,42,845 (5.78%) shares in the Company and does not holddirectorship/membership of Committee in any other company.

The Board recommends the resolution for consideration and approval of the members. Except Mr.N.Mohamed Faizal, Mr. H.Noor Mohamed, none of the other Directors is interested or concernedin the resolution.Registered Office: By Order of the BoardOLYMPIC CARDS LIMITED for OLYMPIC CARDS LIMITEDNo.195, N.S.C. Bose Road, Chennai-600 001CIN: L65993TN1992PLCO22521;Telephone: 044 - 2538 0652 / 4292 1000;Fax: 044 - 2539 0300;E-mail: [email protected] K. RAFEE AHAMMED

COMPANY SECRETARYDate: 27-05-2015

DECLARATION BY CEOThis is to declare that the respective Codes of Conduct envisaged by the Company for Members ofthe Board and Senior Management Personnel have been complied with by all the members of theBoard and Senior Management Personnel of the Company respectively.

N. MOHAMED FAIZALWhole Time Director

ChennaiDate: 27-05-2015

H. NOOR MOHAMEDManaging Director



1 , OLYMPIC CARDS LTD.,


OLYMPIC CARDS LIMITED

Registered Office:

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

CIN: U65993TN1992PLCO22521; Telephone: 044 - 2538 0652 / 4292 1000; Fax: 044 - 2539 0300;

E-mail: office @ oclwed.com

RESOLUTIONSOrdinary Business

1. Adoption of Financial Statements for the year ended 31st March 2015.

2. Declaration of Dividend for the year 2014-2015.

3. Appointment of Director in the place of Mr. N. Mohamed Faizal (DIN : 00269448) who retires by rotation

and being eligible, offers himself for re -appointment.

4. Ratification of Auditors' Appointment

Special BusinessOrdinary Resolution :

5. Appointment of Mrs. S. Jarina (Din : 00269434) as Director

Special Resolution :

6. Re -Appointment of Mr. N. Mohamed Faizal (DIN : 00269448) as a whole -time Director



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"62 C''41 OLYMPIC CARDS LTDay_ttOLYMPIC CARDS LID

DIRECTORS' REPORT

To the Members,


The Directors have pleasure in presenting their 23'' Annual Report and Audited Statement ofAccounts of the Company for the year ended 31st March, 2015.

PERFORMANCE AT A GLANCE:(Rs. in Lakhs)

Particulars Year ended Year ended31.03.2015 31.03.2014

Gross Income 5507.30 5381.27Profit/(Loss) Before Depreciation, Tax & FinancialExpenses 772.55 841.01Financial Expenses 439.37 315.13Depreciation 286.88 81.21Profit/ (Loss) Before Tax 46.30 444.67

Less: Exceptional Items

Less: Extraordinary Items 50.59

Tax expenses:a. Current Taxb. Fringe Benefit Taxc. Deferred Tax Liabilityd. Income -Tax for earlier year

8.82

23.98

71.33

57.52

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 -upequity share of Rs.10/- each for the year ended 31 March, 2015 (Previous year -7%). The dividendwill entail an outflow of Rs.81.54 Lakhs excluding taxes. The Dividend, in the opinion of theBoard represents a prudent balance between the need for the Company to reward its shareholdersas well as the need to plough back the profits for the Company's own requirements. Owing toreduction of profits as against the previous year, the Board proposes to disburse the dividend out ofsurplus in profit and loss account held by the company for the current year.




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TRANSFER TO RESERVES:

A sum of Rs. 1,15,741/ -has been transferred to General Reserve out of the profits for the year underreview. The total Reserves and Surplus as on March 31, 2015 is Rs.21,63,73,878/- comprising ofGeneral Reserve Rs.49,38,773/-; Surplus in Profit & Loss Account Rs.4,73,19,105/- and SharePremium 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 toRs.286.88 Lakhs as against Rs.81.21 Lakhs in the corresponding period of the previous year. TheCompany has registered a profit after tax of Rs.13.50 Lakhs during the year under review asagainst the profit after tax of Rs.265.23 Lakhs of the previous year. Due to implementation of theexpansion, there was increase in the Interest and depreciation. Consequently there has been dip inthe profitability.

MARKET SCENARIO

Market scenario is still challenging and competitive. However your Company has managed toincrease the turnover. The establishment of company owned retail outlets has contributed towardsturnover and improved profitability is expected to grow in future. We are mainly involved inmanufacturing and trading of Wedding Invitation Cards, Greeting Cards, Visiting Cards, OfficeEnvelopes, and Cloth lined Covers, Student Notebooks, Account Books, Files, etc. and we are alsoinvolved in the trading of the items like Screen -Offset Inks. Our Brand name "OLYMPIC" ispopular and well known to the general public for its quality, affordability, variety and reliability formany decades.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is contained inthe "MANAGEMENT DISCUSSION AND ANALYSIS REPORT" that forms an integral part ofthis report. (Annexure -I).

MATERIAL CHANGES & COMMITMENTS:

There is no change in the nature of business of the company during the year. There are no materialchanges and commitments in the business operations of the company since the close of thefinancial year on 31st March 2015 to the date of this report.

EXTRACT OFANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of theCompanies (Management and Administration) Rules, 2014, an extract of annual return in MGT9 is given in (Annexure-II).



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OLYMPIC1 I

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REAPPOINTMENT OF DIRECTOR:Mr. N.Mohamed Faizal (DIN: 00269448), Director is retiring by rotation at this Annual General Meeting andbeing eligible offer himself for re -appointment.

APPOINTMENT OF DIRECTOR:Mrs. S.Jarina, (Din : 00269434) who was appointed as an additional director, by a resolution passed by the Board ofDirectors in its meeting held on 31' March 2015, vacates the office as an Additional Director on the date offorthcoming Annual General Meeting in accordance with the section 161(1) of the Companies Act, 2013. Thecompany has received a notice in writing under section 160 of the Companies Act, 2013 from a member proposingthe 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. S.Jarina as a directorof 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 witheffect from 01.12.2012 for a period of 3 years and his term is expiring on 30.11.2015. Keeping in view his richexperience and valuable contribution to the Company, the Board proposes to re -appoint him as Whole -TimeDirector with effect from 01.12.2015 for a period of 3 years.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:The Company has received necessary declaration from each Independent Director of the Company underSection 149 (7) of Companies Act, 2013 that the Independent Directors of the company meet with the criteria oftheir Independence laid down in Section 149 (6).

COMPOSITION OF COMMITTEES OF BOARD:Currently the board has three committees: Audit Committee, Nomination and Remuneration Committee &Stakeholders Relationship Committee.

The Composition & Activities are as follows:

Name of the Committee Composition of theCommittee/ No of times thecommittee met

Highlights of duties,responsibilities & Activities

Audit Committee Mr. Abdul Latif Ameer AliChairman of the Committee. => The Audit Committee was(Independent director) mandated with the same Terms of

Reference specified in Clause 49 ofMr. H.Noor Mohammed the Listing Agreements with Stock(Managing Director) Exchanges.

1=> The Audit committee isMr. Ramanathan responsible for overseeing theLakshmanan Company's financial reporting(Independent director) process, reviewing the

quarterly/half-yearly/annualDr. S. Amuthakumar financial statements, reviewing(Independent director) with the management the financial

statements and adequacy ofinternal audit function,




OLYMPIC CARDS LTDOLYMPIC CARDS LID


The Committee met 4times on

recommending the appointment/re -appointment of statutory auditors

13-05-2014 12-08-2014

and fixation of audit fees,reviewing the significant internal

11-11-2014 audit fmdings/related party 10-02-2015 transactions, reviewing the

Management Discussion andAnalysis of financial condition andresult of operations and alsostatutory compliance issues.=> The Committee acts as a linkbetween the management, externaland internal auditors and the Boardof Directors of the Company.

Nomination & Mr. Abdul Latif Ameer Ali 1=> To fix salary allowances andRemuneration Committee Chairman of the Committee other perks to senior level

(Independent director) personnel as and when appointedby the Company.

Mr. RamanathanLakshmanan REMUNERATION POLICY:(Independent director) The Remuneration Policy of the

Company for the managerial

Dr. S. Amuthakumar(Independent director)

The Committee met two

personnel is based on theperformance potential andperformance of theindividual/personnel.

times on CEO/CFO CERTIFICATION 13-05-2014 12-08-2014

by Mr. H. Noor Mohamed,Managing Director & ChiefExecutive Officer and Mr. R.Dhanasekaran, Chief FinancialOfficer as required under Clause49 (IX) of the Listing Agreementwas placed before the Board at itsmeeting held on 27.05.2015

Stakeholders Relationship Abdul Latif Ameer Ali => The company has aCommittee Chairman of the Committee Stakeholders Relationship

(Independent director) Committee that which meets

Mr.Ramanathanaccording to the necessity. The

Lakshmananshares received are usually

(Independent director)transferred within a period of 10 to15 days from the date of receipt,

Dr. S. Amuthakumar subject to their validity.(Independent director)

The Committee met threetimes on07-04-2014, 03-06-2014,29-01-2014



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"62 C''41 OLYMPIC CARDS LTDay_ttOLYMPIC CARDS LID

POLICIES OF THE BOARD:

WHISTLE BLOWER POLICY:


As per Section 177 (9) of the Act read with relevant Rule 7 of the Companies (Meetings of Boardand its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company has establisheda vigil mechanism overseen by the Audit Committee. The Policy ensures that strict confidentialityis maintained whilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern. This has been uploaded in the Company's website. Nocomplaint 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 theperformance potential and performance of the individual/personnel.

Criteria for payment of Remuneration to Non -Executive Directors (Pursuant to Clause 49 of theListing Agreement)

The Non -Executive Directors will be paid sitting fees for attending the Board and CommitteeMeetings as per the stipulations in the Act, and the Articles of Association of the company and asrecommended by the Nomination and Remuneration Committee. Different scales of sitting feemay be fixed for each category of the directors and type of meeting. However, the fees payable tothe Independent Directors and Woman Directors shall not be lower than the fee payable to othercategories of directors.

[n addition to this, the travel and other expenses incurred for attending the meetings are to be metby the Company. Subject to the provisions of the Act and the Articles ofAssociation, the Companyin General Meeting may by special resolution sanction and pay to the Directors remuneration notexceeding 1 % of the net profits of the Company computed in accordance with the relevantprovisions of the Act. The company shall have no pecuniary relationship or transactions with anyNon -Executive Directors.

RISK MANAGEMENT POLICY:

The Company has Business Risk Management framework to identify, evaluate business risks andopportunities. This framework seeks to create transparency, minimize adverse impact on thebusiness objectives and enhance the Company's competitive advantage.

AUDITORS

M/S. C. S. Hariharan & Co (FR No.001086S), Chartered Accountants, Chennai-600 020, has beenappointed 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 inthe Independent Auditors report.




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SECRETARIAL AUDIT:Pursuant to Section 204(1) of the Companies Act, 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, the Company has appointedMr. T.Murugan, a Practicing Company Secretary (C.P.No.4393) to undertake the Secretarial Auditof the Company for Financial Year 2014-15.

The Secretarial Audit Report was placed before the Board on 27th May 2015. There are noqualifications in the Secretarial Audit Report. (Annexure-III)

PUBLIC DEPOSITSThe Company has not accepted deposits during the year and there are no public deposits fallen duefor payment and claimed but not paid as on 31st March, 2015. The total amount of depositoutstanding as at 31' March, 2015 was Nil.

SIGNIFICANT & MATERIAL ORDERS:There are no significant and material orders passed by the regulators or courts or tribunalsimpacting 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 complexityof its operations. To maintain its objectivity and independence, the Internal Audit function reportsto the Chairman of the Audit Committee of the Board. During the year, such controls were testedand 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 investmentcovered 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 ourcompany.

PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTY:Particulars of contracts or arrangements with Related Parties referred in Section 188(1) of theCompanies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts)Rules, 2014 in FormA0C-2 (Annexure-IV).

FORMALANNUAL EVALUATION:The Board has carried out the annual performance evaluation of its own performance and theDirectors individually after taking into consideration inputs received from the Directors, coveringvarious aspects on the Boards' functioning such as adequacy of the composition of the Board andits Committees, performance of specific duties, obligations and governance.

The Performance evaluation of the Independent Directors was carried out by the entire board & thePerformance evaluation of the Managing Director and the Executive Directors was carried out bythe Independent directors at their meeting held on 10.2.2015.

The Directors expressed their satisfaction with the overall evaluation process.

43,PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor


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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 directorName of theDirector

Ratioto the median remuneration of the employee ofthe company for the fmancial year

H.Noor Mohamed 5.63:1(Managing Director)

N. Mohamed Faizal 5.63:1(Whole TimeDirector)N.Mohamed Iqbal 5.63:1(Whole TimeDirector)

The percentage increase in remuneration ofeach director, Chief Financial Officer, Chief NILExecutive Officer, Company Secretary orManager, if any, in the financial year:The percentage increase in the median There is no overall increase in the salary

remuneration of employees in the financialyear

received by the employees.

The number of permanent employees on therolls of company

229

The explanation on the relationship between There is overall increase in the salary receivedaverage increase in remuneration and company by the employees. The individual incrementsperformance varies based on their performance. The increase

in the remuneration of the individual employeesis in line with the market trends, internal parity.

Comparison of the remuneration of the key Comparison of the remuneration of the KeyManagerial Personnel against the performance Managerial Personnel against the performance ofof the Company the Company in the period under review:

Remuneration of KMP as a percentage ofRevenue is : 0.20Remuneration of KM? as a percentage of PBT is23.57




OLYMPIC CARDS LTD

Variations in the market capitalization of thecompany, price earnings ratio as at the closingdate of the current financial year and previousfinancial year and percentage increase overdecrease in the market quotations of the sharesof the company in comparison to the rate atwhich the company came out with the 1 astpublic offer in case of listed companies, and incase of unlisted companies, the variations inthe net worth of the company as at the close ofthe current financial year and previousfinancial year

Particulars 31.03.2015 31.03.2014StockPrice(inRs.)

20.75 27.60

MarketCap (Rs.In crores)

33.84 45.01

EPS 0.08 1.63PIE 259.37 16.93

Average percentile increase already made inthe salaries of employees other than themanagerial personnel in the last financial yearand its comparison with the percentile increasein the managerial remuneration andjustification thereof and point out if there areany exceptional circumstances for increase inthe managerial remuneration

There is no overall increase in the salary receivedby the employees. The individual increamentsvaried based on their performance.The is no increase in the managerial remunerationfor the past 5 years.

Comparison of the each remuneration of theKey Managerial Personnel against theperformance of the company

Name of thedirectors Remuneration

% ofRevenue

% ofProfit

terT

Afax

H.Noor Mohamed(Managing Director)

Z 6,00,000/- 0.11 44.45

Gopalaswamy.N(CompanySecretary) -resignedon 12/08/2014

Z 83,600/- 0.02 6.19

K.Rafee Ahamed(Companysecretary)-appointed on12/08/2014

21,67,933 0.03 12.44

RamachandranDhanasekaran(CFO)

22,40,000 0.04 17.78

The key parameters for any variablecomponent of remuneration availed by thedirectors

There is no variable component in theremuneration paid to the directors

The ratio of the remuneration of the highestpaid director to that of the employ ees who arenot directors but receive remuneration inexcess of the highest paid director during theyear

NIL

Affirmation that the remuneration is as per theremuneration policy of the company Yes

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

Particulars required to be disclosed under the Companies (Disclosures of Particulars in the Reportof the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this Report.(Annexure -V)



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REPORT ON CORPORATE GOVERNANCE

Your Company continues to strive towards highest standards of Corporate Governance. The reportof Board of Directors on Corporate Governance is given in separate section titled "Report onCorporate Governance" which forms part of this Annual Report. The company has establishedWhistle Blower Mechanism. (Annexure-VI)

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 beenfollowed and that there is no material deviation there from.

(b) Reasonable and prudent accounting policies have been applied in the preparation of thefinancial statements, that they have been consistently applied and that reasonable prudentjudgment and estimates have been made in respect of items not concluded by the year end, soas to give a true and fair view of the state of affairs of the Company as at 31St March, 2015 and ofthe Profit for the year ended on that date.

(c) Proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assets of the Company and for preventingand 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 thatsuch internal financial controls are adequate and were operating efficiently.

(f) The directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating efficiently.

DUES TO SSIDuring 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

Ambay Cards 5,70,588Ambika Products 14,22,668Anmol Cards 3,00,594Bharath Printing Inks 2,37,394Dishti Industries Ltd 1,17,515Fuji Film Sericol India Pvt Ltd 2,18,555G K Cards & Arts 1,90,439Gripwell Tapes Private Ltd 1,33,740Hindustan Paints & Printng Inks 4,61,057Jay Kay Card Mfg Co 16,42,141Kalakriti Creations 19,77,826



Particulars

Labh Card Products 3,43,332M L Oswal Enterprises 2,20,497N G Paper Industries 6,30,828Nile Tech 5,76,059Parasakthi Picture Mart 2,43,067Pinnacle Cards 20,85,661Premier Card Manufacturing Co 6,33,474Raj shree Petrochemicals 2,31,573Reprographics Systems & Supplies 1,87,104Riccie Arts 2,27,123R S Industries 2,89,973Rupa Colour Inks 2,70,059Sanjay Card & Arts 17,23,600Screen Aids 2,54,411Sri Andal Textiles 30,27,208Sri Annalaxmi Enterprise 3,83,400Sri Vijayalakshmi Fabrics 1,15,104Wilson 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 BSEwhere shares of the company are listed.

ACKNOWLEDGEMENTS:

Your Directors would like to take this opportunity to express their sincere thanks to its valuedcustomers, distributors, Bankers and all other business associates for their continued co-operationand patronage. The Directors would also wish to express their gratitude to the valued shareholdersfor their trust and support. The Directors also wish to express their gratitude to the Employees at alllevels, which has helped the Company to run its affairs smoothly.

For and on behalf of the Board

Place: Chennai H.NOOR MOHAMEDDate: 27.05.2015 CHAIRMAN



oe.:72A OLYMPIC CARDS LTD

A HOME FOR WEDDING CARDSOLYMPIC CARDS LTD

ANNEXURES - TO DIRECTORS' REPORT

ANNEXURE-I

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

MANAGEMENT DISCUSSION AND ANALYSISThis report contains statements that the Company's beliefs may be considered to be "ForwardLooking Statements" that describe our objectives, plans and goals. All these forward lookingstatements are subject to certain risks and uncertainties, including, but not limited to, governmentaction, local, political or economic developments, changes in legislation, technology risks, riskinherent in the Company's growth strategy, dependence on certain suppliers and other factors thatcould cause our actual results to differ materially from those contemplated by the relevant forwardlooking statements. The forward looking statements included in this report are made only as on thedate of this report and we undertake no obligation to public.

INDUSTRY STRUCTURE AND DEVELOPMENTSThe Wedding Cards and Greeting Cards Industry is still unorganized in our country. There arenumber of small players whose operations are restricted in their respective regions. Apart fromthese small players there are other players all over the country. This Industry is driven by retailersand distributors rather than consumers.

Your Company enjoys big share of the organized sector in the Southern Region of our country inthe fields of Wedding Cards and other Invitation Cards.

The sentimental attachment with your Company is attracting many customers and developed acontinued bond with us for more than two decades. Our Founder's philosophy to satisfy individualcustomer needs while still catering to the mass market is yielding good marketing growth.Olympic promises to strive harder on these principles for years to come. Our market strategies aretailored made based on customer needs and optimized on customer satisfaction. We also ensurethat our stocks are frequently updated in terms of quality, design and latest consumer trends in allour retail outlets as well as franchisees. We also provide printing service to the customers so thattheir needs are solved under one roof.

OPPORTUNITIES AND THREATSOrganized retailing is growing in India and your Company The Company is in the process oflocating franchisees at thickly populated places and this will create new opportunities. The newtechniques of SMS messaging Service and invitation by electronic facilities and competition bysmall players pose threat to our Wedding Cards business. However the invitation market has itsown advantage of sentiment among the public in inviting their friends and relatives throughinvitation cards.

PRODUCT -WISE PERFORMANCEThe Wedding Cards sales were Rs.2198.79 Lakhs (42% of the total turnover) during the year underreview. The contribution of greeting cards sales to the total turnover stands at 4.5% and envelopesstands at 21.31%.




OLYMPIC CARDS LID

OUTLOOKThere is steady growth in the Wedding Card and Greeting Card business. To improve the growthfurther your Company is working on various strategies. Good growth is expected in all its businessactivities in the years to come. Though the export business shows a low volume, your Companyhas plans to expand its export business also.

RISKS AND CONCERNSEconomic factors like a downturn in the overall economy, unforeseen social and politicalupheavals, shortage of rainfall are likely to affect the industry as well as our business.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACYYour Company has in place adequate internal control systems combined with delegation ofpowers. The control system is also supported by internal audits and management reviews withdocumented policies and procedures.

FINANCIAL PERFORMANCE & OPERATIONAL PERFORMANCEDuring the year under review your Company recorded total revenue of Rs. 5507.30 Lakhs ascompared to Rs. 5381.28 Lakhs in the previous financial year, up by 2.34%.The Net Profit afterTax for the same period stands at Rs.13.50 Lakhs as against Net Profit after Tax of Rs. 265.23Lakhs in the previous year. Due to implementation of the expansion of the overall operations, therewas increase in the Interest and depreciation. Consequently there has been dip in the profitability.

HUMAN RELATIONSEmployee welfare was strengthened with a view to provide the employee the Best Workingatmosphere. The number of employees as on 31' March, 2015 is 229.

CAUTIONARY STATEMENTStatements in this management discussion and analysis describing the Company's objections,projections, estimates and expectations may be "forward looking statement" within the meaningof applicable laws and regulations. Actual results may differ substantially or materially from thoseexpressed or implied. Important developments that could affect the company's operations includeGovernment regulations, tax laws and significant changes in the political and economicenvironment in India.



oe.:72iI t OLYMPIC CARDS LTD


ANNEXURE-II TO DIRECTORS' REPORT:

FORM MGT -9:

EXTRACT OF ANNUAL RETURNAs on the fmancial year ended on 31' March,2015

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule12(1)of the Companies(Management and Administration) Rules, 2014

I.REGISTRATION & OTHER DETAILS:

1. CIN L65993TN1992PLCO225212. Registration Date 21/04/19923. Name of the Company OLYMPIC CARDS LIMITED4. Category/Sub-category of the Company Company Limited by Shares /

Indian Non -Government Company

5. Address of the Registered office &contact details

195, NSC Bose Road, Chennai -600001

6. Whether listed company Listed

7. Name, Address & contact details of theRegistrar & Transfer Agent, if any.

Cameo Corporate Services Ltd`Subramanian Buildings', 5thFloor, No 1 Club House Road,Chennai 600002Ph: 04428460390 Fax: 044

28460129Email: [email protected]: www.cameoindia.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

S.No.

Name and Description of mainproducts / services

NIC Code of theProduct/service

% to total turnover ofthe company

1.

Manufacturers of Papers/Boardbased products -Manufacturing& trading ofWedding, Greeting cards,Envelops, Letter heads,Business cards, Calendars, Notebooks, Account books etc.

99611940 -Paperand paper board 98.95%




OLYMPIC CARDS LID

III. PARTICULARS OF HOLDING, SUBIDIARYAND ASSOCIATE COMPANIES

NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of TotalEquity)

i) Category wise shareholding:

S.no Category ofShareholdersSHAREHOLDING AT THEBEGINNING OF THE YEAR

SHAREHOLDING AT THE END OF%changeinshareholdingduringtheyear

THE YEAR

Demat Physical Total

% oftotalshares Demat Physical Total

% oftotalshares

A PROMOTERS

1 INDIAN

a

INDIVIDUAL/HINDUUNDIVIDEDFAMILY

6001609 0 6001609 36.80 6153009 0 6153009 37.73 0.93

bCENTRALGOVERNMET/STATE GOVT

0 0 0 0 0 0 0 0 0

cBODIESCORPORATE 0 0 0 0 0 0 0 0 0

dFINANCILINSTITUTIONS/BANKS

0 0 0 0 0 0 0 0 0

e

ANY OTHERDIRECTORSAND THEIRRELATIVES

3009510 1300 3010810 18.46 3179660 1300 3180960 19.50 1.04

SUB -- TOTAL(A) (1) 9011119 1300 9012419 55.26 9332669 1300 9333969 57.23 1.97

2 FOREIGN

a

INDIVIDUALS(NON-RESIDENTINDIVIDUALS/FOREIGNINDIVIDUALS)

0 0 0 0 0 0 0 0 0

b CORPORATEBODIES 0 0 0 0 0 0 0 0 0




OLYMPIC CARDS LTD

c INSTITUTIONS 0 0 0 0 0 0 0 0 0

dQUALIFIEDFOREIGNINVESTORS

0 0 0 0 0 0 0 0 0

e ANY OTHER 0 0 0 0 0 0 0 0 0

f SUB -TOTAL(B) (2) 0 0 0 0 0 0 0 0 0TOTALSHAREHOLDING OFPROMOTERANDPROMOTERGROUP=(A)(1)÷(A) (2)

9011119 1300 9012419 55.26 9332669 1300 9333969 57.23 1.97

BPUBLICSHAREIIDEMING.

1. INSTITUTIONS

a Mutual Funds 0 0 0 0 0 0 0 0 0

b Etanks/FI 0 0 0 0 0 0 0 0 0

c Central Govt 0 0 0 0 0 0 0 0 0

d State govt(s) 0 0 0 0 0 0 0 0 0

e Venture CapitalFunds 0 0 0 0 0 0 0 0 0

f InsuranceCompanies 0 0 0 0 0 0 0 0 0

g FITS 0 0 0 0 0 0 0 0 0

h Foreign VentureCapital Funds 0 0 0 0 0 0 0 0 0

i Others 0 0 0 0 0 0 0 0 0SUB TOTAL(B) (1) 0 0 0 0 0 0 0 0 0

2NONINSTITUTIONS

A BODIESCORPORATE

i) Indian 1219175 7800 1226975 7.52 1212358 7800 1220158 7.48 (0.04)

ii) Overseas 0 0 0 0 0 0 0 0

b) Individuals

i)

IndividualShareholdersholding nominalshare capital upto Rs.1 Lakh.

983573 202692 1186265 7.27 954057 191863 1145920 7.02 (0.25)

ii)

IndividualShareholdersholding nominalshare capital inexcess of Rs.1Lakh.

4140850 104000 4244850 26.03 3958023 104000 4062023 24.90 (1.12)

c) Others 638188 3 638191 3.91 546628 2 546630 3.35 (0.56)

SUB TOTAL(B) (2)

6981786 314495 7296281 44.74 6671066 303665 6974731 42.77 (1.97)

TOTALPUBLICSHAREHOLDING(3)=(B)(1)±(E1)(2)

6981786 314495 7296281 44.74 6671066 303665 6974731 42.77 (1.97)

CShares held byCustodian forGDRs a ADRs.

0 0 0 0 0 0 0 0 0

GRANDTOTAL(A-FH-FC)

15992905 315795 16308700 100 16003735 304965 16308700 100 0



OLYMPIC CARDS LID

ii) SHAREHOLDING OF PROMOTERS:


S.NoName of theShare holder

Shareholding at thebeginning of the year

Shareholding at theend of the year %

changein shareholding

duringthe year

No. ofShares

% of totalShares ofthecompany

% ofSharesPledged /encumbered tototalshares

No. ofShares

% of totalShares ofthecompany

% of

SharesPledged /encumbered tototalshares

1 AMEER ALI .N.A 1300 0.0079 1300 0.0079 0

2H.NOOR

MOHAMED 5208318 31.94-

5359718 32.86-

0.92

3 S. JARINA 793291 4.8642 _ 793291 4.8642 - 0

4N. MOHAMED

FAIZAL 942845 5.7812-

942845 5.7812-

0

5N. MOHAMED

IQBAL 869610 5.3320 1039760 6.3753 1.05

6N. MOHAMED

SALEEM 438360 2.6878 438360 2.6878 0

7N. MOHAMED

RIZWAN 726235 4.4529 726235 4.4529 0

8 N. ASRAF ALI 7800 0.0478 7800 0.0478 0

9S. HAROON EL

RASHEED 4160 0.0255 4160 0.0255 0

10 H. FARIDA 20500 0.1256 20500 0.1256 0

Total 9012419 55.2614 9338969 57.2330 1.97



OLYMPIC CARDS LTD


CHANGE IN PROMOTERS' SHAREHOLDING:Shareholding at the

beginning of the yearCumulative

Shareholdingduring the year

SiNo

Name of the Share holder No ofshares

% oftotal

shares ofthe

company

No ofshares

% oftotal

shares ofthe

company

1 H. NOOR MOHAMEDAt the beginning of the year 01 -Apr -2014 5208318 31.94 5208318 31.94Purchases during the year 151400 0.92 5359718 0.92At the end of the Year 31 -Mar -2015 5359718 32.86 5359718 32.86

2 N. MOHAMED FAIZALAt the beginning of the year 01 -Apr -2014 942845 5.78 942845 5.78At the end of the Year 31 -Mar -2015 942845 5.78 942845 5.78

3 S. JARINAAt the beginning of the year 01 -Apr -2014 793291 4.86 793291 4.86At the end of the Year 31 -Mar-2015 793291 4.86 793291 4.86

4 N. MOHAMED IQBALAt the beginning of the year 01 -Apr -2014 869610 5.33 869610 5.33Purchases during the year 170150 1.05 1039760 6.38At the end of the Year 31 -Mar -2015 1039760 6.38 1039760 6.38

5 N. MOHAMED SALEEMAt the beginning of the year 01 -Apr -2014 438360 2.68 438360 2.68At the end of the Year 31 -Mar -2015 438360 2.68 438360 2.68

6 N. MOHAMMED RIZWANAt the beginning of the year 01 -Apr -2014 726235 4.45 726235 4.45At the end of the Year 31 -Mar-2015 726235 4.45 726235 4.45

7 H. FARIDAAt the beginning of the year 01 -Apr -2014 20500 0.12 20500 0.12At the end of the Year 31 -Mar-2015 20500 0.12 20500 0.12

8 N. ASRAF ALIAt the beginning of the year 01 -Apr -2014 7800 0.04 7800 0.04At the end of the Year 31 -Mar -2015 7800 0.04 7800 0.04

9 S. HAROON EL RASHEEDAt the beginning of the year 01 -Apr -2014 4160 0.02 4160 0.02At the end of the Year 31 -Mar -2015 4160 0.02 4160 0.02

10 AMEER ALI .N.AAt the beginning of the year 01 -Apr -2014 1300 0.01 1300 0.01At the end of the Year 31 -Mar -2015 1300 0.01 1300 0.01




OLYMPIC CARDS LID

iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS(Other than Directors, Promoters & Holders of GDRs and ADRs)

S.NO For each of top ten shareholders


Cumulative shareholdingduring the year

No.ofshares

% of totalshares of the

company

No.ofshares

% of totalshares of the

company

1 KAMALESH SHANTILALJ JAINAt the beginning of the year 737303 4.52 737303 4.52

sales during the year 237172 1.45 500131 3.07At the end of the year 500131 3.07 500131 3.07

2 SUJATHAA MEHTAAt the beginning of the year 0 0 0 0

Purchases during the year 367932 2.26 367932 2.26At the end of the year 367932 2.26 367932 2.26

3GUINESS SECURITIESLIMITEDAt the beginning of the year 349800 2.14 349800 2.14

Purchases during the year 164076 1 513876 1

sales during the year 19429 0.12 330371 2.03At the end of the year 330371 2.03 330371 2.03

4 SPARKLE SECURITIESSOLUTIONS PVT LTDAt the beginning of the year 0 0 0 0

Purchases during the year 568000 3.48 568000 3.48

sales during the year 284000 1.74 284000 1.74

At the end of the year 284000 1.74 284000 1.74

5 SUDHIR KUMAR BOTHRAAt the beginning of the year 120000 0.73 120000 0.73At the end of the year 120000 0.73 120000 0.73

6 M. SHIKARAt the beginning of the year 0 0 0 0



7 SHWETA MITTALAt the beginning of the year 105875 0.65 105875 0.65

At the end of the year 105875 0.65 105875 0.658 GADANA PROPERTIES LLP

At the beginning of the year 0 0 0 0






OLYMPIC CARDS LTD

9 M REKHA

At the beginning of the year 5000 0.03 5000 0.03



10MANGALA PRAFULLPAGARIYS



11 ARVIND GUPTA



12 NITESH R LODHA




At the end of the year 21000 0.13 21000 0.1313 R.C.L, RETAIL LIMITED




At the end of the year 2753 0.02 2753 0.0214 GEETHA JAIN


sales during the year 160000 0.98 0 0

At the end of the year 0 0 0 0

15 S. MUKESH KUMAR




At the end of the year 1600 0.009 0.009 0.009




OLYMPIC CARDS LID

v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

S.NO For each of Directors &KMP


Cumulative shareholdingduring the year

No. ofshares

% of totalshares of thecompany

No. ofshares

% of totalshares of thecompany

1

H.NOOR MOHAMMEDAt the beginning of the year 5208318 31.94 5208318 31.94Purchases during the year 151400 0.92 5359718 0.92At the end of the year 5359718 32.86 5359718 32.86

2

N.MOHAMED FAIZALAt the beginning of the year 942845 5.78 942845 5.78At the end of the year 942845 5.78 942845 5.78

3

S. JARINAAt the beginning of the year 793291 4.86 793291 4.86At the end of the year 793291 4.86 793291 4.86

4

N. MOHAMED IQBALAt the beginning of the year 869610 5.33 869610 5.33Purchases during the year 170150 1.05 1039760 6.38At the end of the year 1039760 6.38 1039760 6.38

5

AMEER ALI N. A.

At the beginning of the year 1300 0.01 1300 0.01At the end of the year 1300 0.01 1300 0.01

6

K. RAFEE AHAMED

At the beginning of the year 100 0.0006 100 0.0006Sales during the year -100 0.0006 0 0At the end of the year 0 0 0 0




OLYMPIC CARDS LTD

vi) INDEBTEDNESS -Indebtedness of the Company including interestoutstanding / accrued but not due for payment.

Amount in Rupees

Secured Loans

excluding depositsUnsecured Loans Deposit Total Indebtedness

Indebtedness at the

beginning of the fmancial

year

(i) Principal Amount312,318,170.77 15,242,677.00 ---- 327,560,847.77

(ii) Interest due but not paid

(iii)Interest accured but not

due

Total (1+11+111) 312,318,170.77 15,242,677.00 327,560,847.77

Change in Indebtedness

during the financial year

a) Addition 102,255,335.00 29,359,015.00 131,614,350.00

b) Reduction 40,724,156.00 15,242,677.00 55,966,833.00

Net change 61,531,179.00 14,116,338.00 75,647,517.00

Indebtedness at the end of

the financial year

(i) Principal Amount 373,849,349.24 29,359,014.87 403,208,364.11

(ii) Interest due but not paid

(iii) Interest accrued but not

due

Total (1+11+111) 373,849,349.24 29,359,014.87 403,208,364.11




OLYMPIC CARDS LID

vii) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL -

A. Remuneration to Managing Director, Whole -time Directors/ and or Manager

SI.NO Particulars of Remuneration Name of

MD/WTD/Manager

Total Amount

1. Gross Salary

a) Salary as per provisionscontained in section 17(1)of the Income tax Act1961

1.H.Noor MohamedManaging Director

2. N. MohamedFaizalWhole Time Director

3. N. MohamedIqbalWhole Time Director

Rs.6,00,000/- p.a

Rs.6,00,000/- p.a

Rs.6,00,000/- p.a

b) Value of Perquisites u/s17(2) Income Tax Act,1961

- _

c) Profits in lieu of salaryunder section 17(3)Income Tax,1961

- _

2. Stock option

3. Sweat Equity

4. Commission

- As % of profit- Others, specify

5. Others please specify

6. Total (A)3 Rs. 18,00,000/ -

Ceiling as per the Act- Rs. 42,00,000/-




OLYMPIC CARDS LTD

B. Remuneration to other directors

SN. Particulars of Remuneration Name of the director Total

Amount(Rs.)

1. Independent Directors;

A) Fee for attendingBoard/CommitteeMeetings

B) Commission

C) Others, please specify

1.Abdul Latif Ameer AliIndependent Director

2.RamanathanLakshmananIndependent Director

3.Dr. S. AmuthakumarIndependent Director

_

-

Rs.20000/- p.a

Rs.23000/- p.a

Rs.23000/-p.a

Total (1) 3 Rs.66000/-p.a

2. Other Non -executiveDirectors:

A) Fee for attendingBoard/CommitteeMeetings

B) CommissionOthers, please specify

-

Total (2) -_

Total (B)=(1+2) -_

Total managerialremuneration

3Rs.66000/-p.a

Overall ceiling as per the Act - Not Applicable



ply mpiC

'etOLYMPIC CARDS LTDA HOME FOR WEDDING CARDS

OLYMPIC CARDS LTD

C. Remuneration to Key Managerial personnel other than MD/Manager/VVTD

SI.NO Particulars of RemunerationName of Key

Management Personnel Total Amount

1

Gross Salary

a) Salary as per provisionscontained in section 17(1) ofthe Income tax Act 1961

1. Gopalaswamy.N(Company Secretary)-

resigned on 12/08/2014Rs.83,600/- p.a

2.K.Rafee Ahamed(Company Secretary)-

appointed on 12/08/2014

Rs.1,67,933/- p.a

3.RamachandranDhanasekaran

(Chief Financial Officer)

Rs.2,40,000/-p.a

b) Value of Perquisites u/s17(2) Income Tax Act, 1961 - -

c) Profits in lieu of salaryUnder section 17(3) IncomeTax,1961

_

2 Stock option _ -

3 Sweat Equity - -

4

Commission

_

-

- As % of profit

- Others, specify

5Others please specify

--

6Total (A) 3 Rs.11,39,100/-

Ceiling as per the Act- Not Applicable




OLYMPIC CARDS LTD

VII. Board Meetings & Attendance at Board meetings:

The Board of Directors met 5 times during this financial year and the dates are as follows:

S.No Date of BoardMeeting

Board Strength No. of directorsPresent

1 13-05-2014 6 6

2 12-08-2014 6 6

3 11-11-2014 6 6

4 10-02-2015 6 6

5 31-03-2015 6 5

VIII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: if any:

Nil

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OLYMPIC

OLYMPIC CARDS LTD

ANNEXURE-III

Form No. MR -3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2015

[Pursuant to section 204(1) of the Companies Act, 2013 and ruleNo.9 of the Companies(Appointment and Remuneration Personnel) Rules, 20141

To,

The Members,

The Olympic Cards Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by M/s.Olympic Cards Limited. (Hereinafter called thecompany). Secretarial Audit was conducted in a manner that provided me a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed andother records maintained by the company and also the information provided by the Company, itsofficers, agents and authorized representatives during the conduct of secretarial audit, I herebyreport that in my opinion, the company has, during the audit period covering the financial yearended on 31.03.2015, complied with the statutory provisions listed hereunder and also that theCompany has proper Board -processes and compliance -mechanism in place to the extent, in themanner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and Returns filed and other recordsmaintained by M/s. Olympic Cards Limited for the financial year ended on 31.03.2015 accordingto the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;




OLYMPIC CARDS LTD

(iv)Foreign Exchange Management Act, 1999 and the rules and regulations made there under tothe extent of Foreign Direct Investment, Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act, 1992 (' SEBI Act'): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 1992;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share TransferAgents) Regulations, 1993 regarding the Companies Act and dealing with client;

(vi)The other laws specifically applicable to this company are as follows:a) Factories Act 1948,b) Industrial Dispute Act 1947,c) Shops and Establishment Act

I have also examined compliance with the applicable clauses of the Listing agreement enteredinto by the Company with Bombay Stock Exchange.

I report that, during the year under review, the company has compiled with the provisions of theActs, rules, regulations and guidelines mentioned above.

I further report that, there were no actions/events in pursuance of:

a) The Securities and Exchange Board of India ( Issue and Listing of Debt Securities)Regulations, 2008:

b) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009; and

c) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998,

requiring compliance thereof by the company during the financial year and the SecretarialStandards issued by The Institute of Company Secretaries of India were not applicable during theyear.

I further report that, based on the information provided by the Company, its officers and authorizedrepresentatives during the conduct of audit, in my opinion, adequate systems and processes andcontrol mechanism exist in the company to monitor and ensure compliance with general laws likeLabour and environmental laws.

I further report, that the compliance by the Company of applicable financial laws, like direct andindirect tax laws are subjected to review by statutory financial audit and other designatedprofessionals.36PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor


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OLYMPIC

OLYMPIC CARDS LTD

During the period under review the Company has complied with the provisions of the Act, Rules,Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:NIL

I further report that

The Board of Directors of the Company is duly constituted with Proper balance of ExecutiveDirectors, Non -Executive Directors and Independent Directors. The changes in the compositionof the Board of Directors that took place during the period under review were carried out incompliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailednotes on agenda were sent at least Seven days in advance, and a system exists for seeking andobtaining further information and clarifications on the agenda Items before the meeting and formeaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the chairman, the decisions ofthe Board were unanimous and no dissenting views have been expressed.

I further report that there are adequate systems and processes in the company commensuratewit

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