olympic cards ltd share price Directors report

To the Members,

The Directors have pleasure in presenting their Thirty First Annual Report and Audited Statement of Accounts of the Company for the year ended 31^st March, 2023.

PERFORMANCE AT A GLANCE:

(Rs. in Lakhs)

Particulars	Year ended 31st March, 2023	Year ended 31st March, 2022
Sales and other Income	1661.34	904.87
Financial Expenses	374.88	373.69
Depreciation	169.41	178.78
Profit/ (Loss) Before Tax	(427.32)	(565.83)
Less: Exceptional Items	-	-
Less: Extraordinary Items	-	-
Tax expenses:
a. Current Tax
b. Fringe Benefit Tax	-	-
c. Deferred Tax Liability	(3.19)	(7.03)
d. Income-Tax for earlier year	-	-
Profit/(Loss) after Tax	(424.13)	(558.80)
APPROPRIATIONS:
Transfer to General Reserve	Nil	Nil
Final Dividend proposes	Nil	Nil
Profit/(Loss) for the year carried to Balance Sheet (424.13)		(558.80)

DIVIDEND

In view of absence of Profit in the Financial year 2022-23, the Board of Directors has not recommended Dividend for the financial year 2022-23 (Previous Year - Nil).

TRANSFER TO RESERVES:

The total Reserves and Surplus as on March 31, 2023 is Rs.. (957.78) Lakhs. (Previous Year: Rs.. (533.65) Lakhs. Transfer to Reserve for the year is NIL.

BUSINESS OPERATIONS:

There was a gross income of Rs.. 1661.34 Lakhs during the year under review (previous year - Rs.. 904.87 Lakhs). The depreciation for the year under review amounted to Rs.. 169.41 Lakhs as against Rs.. 178.78 Lakhs in the corresponding period of the previous year. There was a loss of Rs.. 427.32 Lakhs (Before Tax) during the year under review as against a loss of Rs.. 565.83 Lakhs (Before Tax) during the previous year. Similarly there was a loss of Rs.. 424.13 Lakhs (After Tax) during the year under review as against a loss of Rs.. 558.80 Lakhs (After Tax) during the previous year.

MARKET SCENARIO

Your Company is 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. Your Company is also involved in the trading of the items like Screen-Offset Inks. Small players in the market are creating severe competition especially after introduction of Goods and Services Tax Act. The aftermath of the Pandemic COVID19 is drastically affecting the wedding & Greeting cards industry.

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 BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

ANNUAL EVALUATION OF BOARDS PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Guidance note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the annual performance evaluation of its Board, the directors individually and Committees of the Board, viz. Audit and Nomination and Remuneration Committee has been carried out.

The Board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the Board and Committee.

4. Effective conduct of Board and Committee meetings.

5. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on the following:

1. Attendance at the meetings.

2. Understanding and knowledge of the entity.

3. Maintaining confidentiality of the entity.

4. Maintaining confidentiality of Board discussion.

5. Maintaining independent judgment in the decisions of the Board.

EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on companys website and can be accessed at www.oclwed.com

DIRECTORS AND KEY MANAGEMENT PERSONNAL:

In accordance with Section 152 of the Companies Act, 2013 Mrs. S. Jarina (DIN: 00269434) will retire by rotation at the ensuing Annual General Meeting. She being eligible offers herself for reappointment. The subject forms part of the Ordinary Business in the Notice of the 33^rd Annual General Meeting.

The following 3 persons were formally noted as the Key Managerial Personnel of the company in compliance with the provisions of Section 203 of the Companies Act, 2013:

1. Mr. N. Mohamed Faizal, Managing Director/Chief Executive Officer

2. Mr. R. Dhanasekaran, Chief Financial Officer

3. Mr. S. Kuppan, Company Secretary & Compliance Officer

There are no changes in the Directors and Key Managerial Personnel by way of appointment, resignation, etc. during the year under report.

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.

OLYMPIC CARDS LTD

A HOME FOR WEDDING CARDS

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:

No employee of the Company was in receipt of remuneration during the financial year 2022-23 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.

NUMBER OF MEETINGS OF BOARD:

The details of number of meetings of Board of Directors are included as a part of Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The Board met four times on 27^th May, 2022; 12th August, 2022; 12^th November, 2022 and 14^th February, 2023.

BOARD MEETINGS

Name	Date of Meeting 27.05.2022	Date of Meeting 12.08.2022	Date of Meeting 12.11.2022	Date of Meeting 14.02.2023
Mr.N.Mohamed Faizal	Attended	Attended	Attended	Attended
Mrs. S. Jarina	Attended	Attended	Attended	Attended
Mr K. Meyyanathan	Attended	Attended	Attended	Attended
Mr U. Alagarsamy	Attended	Attended	Attended	Attended

AUDIT COMMITTEE MEETING

Name	Date of Meeting 27.05.2022	Date of Meeting 12.08.2022	Date of Meeting 12.11.2022	Date of Meeting 14.02.2023
Mr.N.Mohamed Faizal	Attended	Attended	Attended	Attended
Mr K. Meyyanathan	Attended	Attended	Attended	Attended
Mr U. Alagarsamy	Attended	Attended	Attended	Attended

NOMINATION AND REMUNERATION COMMITTEE MEETING

Name	Date of Meeting 27.05.2022	Date of Meeting 12.08.2022	Date of Meeting 14.02.2023
Mr.N.Mohamed Faizal (Till 12.08.2022)	Attended	Attended	-
Mrs. S. Jarina, (From 12.08.2022)	-	-	Attended
Mr K. Meyyanathan	Attended	Attended	Attended
Mr U. Alagarsamy	Attended	Attended	Attended

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

Name	Date of Meeting 12-11-2022
Mr U. Alagarsamy	Attended
Mr K. Meyyanathan	Attended
Mr.N.Mohamed Faizal	Attended

COMPOSITION OF COMMITTEES OF BOARD:

Currently the Board has the following Committees: Audit Committee, Nomination & Remuneration Committee, Stakeholders 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.K. Meyyanathan (Independent Director) - Chairman.	The Audit Committee was mandated with the same Terms of Reference specified in the relevant provisions the Companies Act 2013, Regulation(s) of the SEBI (LODR) Regulations 2015.
	Mr. Alagarsamy Uthandan, Member.	> The Audit committee is responsible for overseeing the Companys financial reporting process, reviewing the quarterly/half- yearly/annual financial statements, reviewing with the management the financial statements and adequacy of internal audit function, recommending the appointment/re- appointment of statutory auditors and fixation of audit fees, reviewing the significant internal audit findings/related party transactions, reviewing the Management Discussion and Analysis of financial condition and result of operations and also statutory compliance issues.
	Mr. N. Mohammed Faizal, (Managing Director), Member	> The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company.
	The Committee met 4 times on 27th May, 2022 12th August 2022; 12th November 2022; 14th February 2023	> REMUNERATION POLICY: To fix salary allowances and other perks to senior level personnel as and when appointed by the Company The Remuneration Policy of the Company for the managerial personnel is based on the performance potential and performance of the individual/personnel.
NOMINATION AND REMUNERATION COMMITTEE	Mr.K. Meyyanathan (Independent Director) - Chairman.	CEO/CFO CERTIFICATION by Mr. N. Mohamed Faizal, 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 29th May, 2023.
	Mr. Alagarsamy Uthandan, Member.	To consider & redress complaints of employees & sexual harassment of Women Employees.
	Mr. N. Mohammed Faizal, (Managing Director), Member-Till 12.08.2022
	Mrs.S. Jarina, Director, member-from 12.08.2022 The Committee met 3 times on 27th May, 2022; 12th August, 2022; 14th February, 2023
Internal Compliant Committee	Mrs.S.Jarina, Woman Director.
	Mr.K. Meyyanathan (Independent Director - Member.
	Mr. Alagarsamy Uthandan, Chairman.
Whistle Blower Committee	No. of Meetings : Nil No. of complaints Received/disposed: Nil Mr. Alagarsamy Uthandan, Chairman	This provides adequate sasfeguards Against victimisation of Directors) Employeees or any other person.
	Mrs.S.Jarina, Woman Director, Member. No. of Meetings : Nil
Stakeholders Relationship Committee	Mr.K. Meyyanathan (Independent Director - Member) Mr. Alagarsamy Uthandan, Chairman)
=> 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.
	Mr. N. Mohammed Faizal, (Managing Director), Member	> Investors are eligible to file their nomination against shares held under physical mode.
	The Committee met on 12th November, 2022	> 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.
		Ÿ 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.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition, Redressal) Act, 2013. No. of complaints received/disposed: Nil