Olympic Cards Ltd Directors Report

To the Members,

The Directors have pleasure in presenting their Thirty Second Annual Report and Audited Statement of Accounts of the Company for the year ended 31^s March, 2024.

PERFORMANCE AT A GLANCE:

(Rs. in Lakhs)

Particulars	Year ended 31st March, 2024	year ended 31st March, 2023
Sales and other Income	1703.12	1661.34
Financial Expenses	234.79	374.88
Depreciation	151.94	169.41
Profit/ (Loss) Before Tax	(114.92)	(427.31)
Less: Exceptional Items	-	-
Less: Extraordinary Items Tax expenses: a. Current Tax
b. Fringe Benefit Tax	-	-
c. Deferred Tax Liability	(12.40)	(3.19)
d. Income-Tax for earlier year	-	-
Profit/(Loss) after Tax APPROPRIATIONS:	(102.52)	(424.12)
Transfer to General Reserve	Nil	Nil
Final Dividend proposes	Nil	Nil
Profit/(Loss) for the year carried to Balance Sheet	(102.52)	(424.12)

DIVIDEND

In view of absence of Profit in the Financial year 2023-24, the Board of Directors has not recommended Dividend for the financial year 2023-24 (Previous Year-Nil).

TRANSFER TO RESERVES:

The total Reserves and Surplus as on March 31, 2024 is Rs.( 1060.31) Lakhs. (Previous Year: Rs. Rs.(957.78) Lakhs. Transfer to Reserve for the year is NIL.

COMMISSION RECEIVED BY DIRECTOR(S) FROM HOLDING OR SUBSIDIARY COMPANY:

The Company neither has any holding has any subsidiary company. Therefore disclosure Section 197( 14) of the Companies Act. 2013 is not applicable

BUSINESS OPERATIONS:

There was a gross income of Rs. 1703.12 Lakhs during the year under review (previous year-Rs. 1661.34 Lakhs). The depreciation for the year under review amounted to Rs. 151.94 Lakhs as against Rs. 169.41 Lakhs in the corresponding period of the previous year. There was a loss of Rs. 114.92 Lakhs (Before Tax) during the year under review as against a loss of Rs. 427.31 Lakhs (Before Tax) during the previous year. Similarly there was a loss of Rs. 102.52 Lakhs (After Tax) during the year under review as against a loss of Rs. 424.12 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 Note Books, 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 -1).

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.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2024 was Rs. 1630.87 Lakhs. The company has neither issued any shares with differential voting rights nor granted stock options or Sweat Equity.

ANNUAL EVALUATION OF BOARD S 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 re-appointment. The subject forms part of the Ordinary Business in the Notice of the 32^nd 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. Dr.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.

Meeting of Independent Directors was held on 14.02.2024

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 2023-24 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 six times on 29" May, 2023; 22"^J July,2023; 14^,h August, 2023; lT November, 2023; 9" December,2023 and 14" February, 2024.

BOARD MEETINGS

Name	Date of Meeting 29.05.2023	Date of Meeting 22.07.2023	Date of Meeting 14.08.2023	Date of Meeting 11.11.2023	Date of Meeting 09.12.2023	Date of Meeting 14.02.2024
Mr.N.Mohamed Faizal	Attended	Attended	Attended	Attended	Attended	Attended
Mrs. S. Jarina	Attended	Attended	Attended	Attended	Attended	Attended
Mr K. Meyyanathan	Attended	Attended	Attended	Attended	Attended	Attended
Mr U. Alagarsamy	Attended	Attended	Attended	Attended	Attended	Attended
AUDIT COMMITTEE MEETING
Name	Date of Meeting 29.05.2023	Date of Meeting 22.07.2023	Date of Meeting 14.08.2023	Date of Meeting 11.11.2023	Date of Meeting 09.12.2023	Date of Meeting 14.02.2024
Mr K. Meyyanathan	Attended	Attended	Attended	Attended	Attended	Attended
Mr U. Alagarsamy	Attended	Attended	Attended	Attended	Attended	Attended
Mr.N.Mohamed Faizal	Attended	Attended	Attended	Attended	Attended	Attended

 

NOMINATION AND REMUNERATION COMMITTEE MEI
Name	Date of Meeting 14.02.2024
Mr K. Meyyanathan	Attended
Mr U. Alagarsamy	Attended
Mrs. S. Jarina	Attended
STAKEHOLDERS RELATIONSHIP COMMITTEE MEETI?
Name	Date of Meeting 14.02.2024
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) Mr. Alagarsamy Uthandan, (Independent Director - Member) Mr. N. Mohammed Faizal, (Managing Director- Member) The Committee met 6 times on 29th May, 2023; 22"“ July,2023; 14h August, 2023; ll,h November, 2023; 9,h December,2023 and 14,h February, 2024	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. 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. The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company.
NOMINATION AND REMUNERATION COMMITTEE	Mr.K. Meyyanathan (Independent Director - Chairman) Mr. Alagarsamy Uthandan, (Independent Director - Member) Mrs.S. Jarina (Woman Director - Member) The Committee met one time on Date of Meeting 14.02.2024	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. 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 29,h May, 2024.
Internal		To consider & redress
Compliant	Mr. Alagarsamy Uthandan,	complaints of employees &
Committee	(Independent Director - Chairman) Mrs.S.Jarina, (Woman Director - Member) Mr.K. Meyyanathan (Independent Director - Member) No. of Meetings : Nil No. of complaints Received/disposed :Nil	sexual harassment of Women Employees.
Whistle	Mr. Alagarsamy Uthandan,	This provides adequate
Blower	(Independent Director - Chairman)	safeguards Against victimisation
Committe		of Directors) Employeees or any
	Mrs.S.Jarina, Woman Director. No. of Meetings : Nil	other person.
Stakeholders Relationship Committee	Mr. Alagarsamy Uthandan, (Independent Director - Chairman) Mr.K. Meyyanathan (Independent Director - Member) Mr. N. Mohammed Faizal, (Managing Director - Member) The Committee met one time on 14.02.2024.	The company has a Stakeholders Relationship Committee , 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.

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

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 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 Companys website. No complaint under this facility was received in the financial year 2023-24. There has been no change to the Whistle Blower Policy adopted by the Company during FY 2023-2024.

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.

SALIENT FEATURES OF REMUNERATION POLICY:

In accordance with the Nomination and Remuneration Policy salient features of the Nomination and Remuneration Committee are given below:

1. The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director.

2. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

3. Recommend to the Board appointment and removal of Directors), KMP and Senior Management Personnel.

4. The Board shall carry out evaluation of perfonnance of every Director, Managerial Person, KMP and Senior Management Personnel at regular intervals.

5. The Remuneration, Compensation and commission, etc. to the Managerial Person and KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The Remuneration, Compensation and commission, etc. shall be subject to prior/post approval of the shareholders of the Company and Central Government wherever required.

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 Companys 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 AND THEIR REPORT:

M/s. MRC & Associates, Chartered Accountants, Chennai, (FRN:0004005S) have resigned on ll^,h November, 2023 from the post of Statutory Auditor of the company. Hence, for the audit of the accounts of the company for the FY 2023-24, the Board vide its meeting held on 9^lh December, 2023 approved the appointment of M/s. Elias George & Co., Chartered Accountants, Chennai (FRN: 00080IS), as Statutory Auditors of the Company to fill the casual vacancy upon resignation of M/s. MRC & Associates, Chartered Accountants subject to approval of the members at the General Meeting. The shareholders at the Extra-Ordinary General Meeting held on 18^lh January, 2024 approved the appointment of M/s. Elias George & Co., Chartered Accountants, having (FRN: 000801S) Chartered Accountants, for auditing the books of accounts for Financial Year 2023-24.

M/s. Subramanian & Associates, Chartered Accountants (ICAI Firm Registration No. 012360S) were recommended as Statutory Auditors on the expiry of the term of appointment of M/s. Elias George & Co., Chartered Accountants, (FRN: 000801S) for a period of five years

REPORTING OF FRAUDS BY AUDITORS:

There is no fraud reported in the company during the financial year 2023-24 by the Statutory Auditors. Mr.S. Senthilnathan is the Internal Auditors.

COST AUDIT

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) amendment rules, 2014, the Companys product does not fall under the purview of Cost Audit.

AUDIT QUALIFICATIONS AND IMPACT - REPLY BY MANAGEMENT:

There has been audit qualification in their report and managements reply is given in Page No. 27 A 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 Mrs. M. Keerthana, Practicing Company Secretary, M.No.63005 (COPNo.26186) to undertake the Secretarial Audit of the Company for Financial Year 2023-24.

The Secretarial Audit Report was placed before the Board on 14^lh August, 2024. Their observations are shown in the Secretarial Audit Report. (Annexure-II).

Independent Auditors Qualified opinion and Management reply

In the Independent Auditors Report it has been mentioned in the Basis for Qualified Opinion That the Company has not submitted Confirmation of Balances of Trade Receivables, Trade Payables, Advance from Customers and Advances to Suppliers. In this regard Independent Auditors Qualified opinion and Management reply as follows:

Basis for Qualified Opinion

Reply of Management

Our audit procedures included requests for direct confirmations of balances of customers and suppliers to verify the balances owed to/by the Company as at year-end. However, we were not provided with the details to obtain such confirmations. As a result, we are unable to conclude whether adjustments to the balances shown thereunder are required. Total Balances as on 31.03.2024 of Trade Receivables is Rs.337.34 lakhs, Trade Payables is Rs.1051.20 lakhs, Advance from Customers is Rs.279.59 lakhs and Advance to Suppliers is Rs. 83.68 lakhs, (refer note 38.11).

The Management wishes to clarify that, as regards Trade Payable and Trade Receivables considering the nature of business and market trends the company has very many suppliers and more than one thousand (1000 only) customers, the Trade Receivables are usually individual customers and are not very comfortable sharing their Mail IDs etc and the receipts from such customers are mostly by cash. Further our company does not sufficient staff to send and collect the confirmations from all the customers. Hence we were currently unable to obtain confirmations from the above mentioned parties. The management assures its shareholders it will formulate a plan and ensure confirmations of balances are available in the future. This is for your kind information

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 3 T¹ March, 2024. The total amount of deposit outstanding as at 3\"March, 2024 was Nil.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AD REDRESSAL) ACT, 2013:

The company has in place the Anti-Sexual Harassment Policy in line with the requirement of the said Act. The matter is reviewed as and when required in the "Intemal Complaints Committee" of the company. The Policy is available on our website: www.oclwed.com

SIGNIFICANT & MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OFONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: During the year under review there was no instance of one-time settlement with any Bank or Financial Institution

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the operations were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company did not give any Loan or Guarantee or provided any security or make investment covered under Section 186 of the Companies Act, 2013 during the year.

CORPORATE SOCIAL RESPONSIBILTY:

The requirements of compliance of Corporate Social Responsibility are not applicable to our company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

Particulars of contracts or arrangements with Related Parties referred in Section 188( 1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 (Annexure-IIl).

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 14“ February, 2024.

The Directors expressed their satisfaction with the overall evaluation process.

RATIO OF REMUNERATION TO EACH DIRECTOR:

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
	N. Mohamed Faizal (V Director)	anaging	2.44:1
The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financialyear.	Name N. Mohamed Faizal, Managing Director R. Dhanasekaran, Chief Financial Officei S. Kuppan, Company Secretary	(Rs. I 2023-2^ 6.00 4.68 4.20	n Lakhs) l 2022-23 6.00 4.68 4.10	o increase Nil Nil 2.44

 

The average increase in salary of Employees other than Managerial Personnel in 2023-24	-0.96
The percentage increase in the	-2.5
median remuneration of employees
in the financial year
The number of permanent	41
employees on the rolls of Company

The explanation on the relationship The remuneration payable to the Key Managerial Personnel between average increase in and the Managing Director(Whole-Time Director) are in remuneration and Company accordance with the Industry and geographical standards, as performance per the remuneration policy of the company and based on their

performance.

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

Company Remuneration of KMP as a percentage of Revenue is : 0.87%

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	31.03.2024	31.03.2023	change
	Stock Price (in Rs.)	2.71	3.06	-11.43%
	Market Cap (Rs. In Crores)	4.42	4.99	-11.42%
	EPS	-0.60	-2.60	-
	P/E	-	-	-

 

Average percentile increase	The average annual increase in the salaries of employees other
already made in the salaries	than the managerial personnel across the organization: -0.96%
of employees other than the managerial personnel in the last	Percentile increase in the managerial remuneration:
financial year and its comparison with the percentile increase in	(Rs. In Lakhs) % increase
the managerial remuneration and justification there of and point	Name 2023-24 2022-23
out if there are any exceptional	N. Mohamed Faizal,
circumstances for increase in the	Managing Director 6.00 6.00 Nil
managerial remuneration	R. Dhanasekaran, Chief Financial Officer 4.68 4.68 Nil S. Kuppan, Company Secretary 4.20 4.10 2.44 The remuneration payable to the Key Managerial Personnel and the Managing Director(Whole-Time Director) are in accordance with the Industry and geographical standards, as per the remuneration policy of the company and based on their performance.

 

1 he key parameters tor any variable component of remuneration availed by the directors	1 here is no van directors able component in the remuneration pa id to the
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:

Unpaid/unclaimed Amount transferred to ‘IEPF during year. Nil.

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 -IV)

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-V to the Boards Report. The AuditorsCertificate for fiscal year 2024 does not contain qualification.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, and according to the information and explanations obtained

by them, your Directors make the following statement in terms of Section 134(5) of the Companies Act,

2013.

The Directors confirm that

(a) In preparation of the annual accounts for the Financial Year ended March 31, 2024, 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 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.

SUCCESSION PLANNING:

The Nomination and Remuneration Committee works with the Board on the succession plan and

prepares for the succession in case of any exigencies.

NAMES OF TOP 10 EMPLOYEES OF THE EMPLOYEES IN TERMS OF

REMUNERATION DRAWN (OTHER THAN KEY MANAGERIAL EMPLOYEES):

Sl.No. Name	Rs. Per Month
1. Mr.A.Mohamed Ali	39,000/-
2. Mr.Sundaramurthy Ponnuvel	34,000/-
3. Mr. P. Sekar	34,000/-
4.Ms. M Kalavathi	32,000/-
5.Mr. Raja M.R.	30,000/-
6.Mr.G. Jayakanthan	30,000/-
7.Mr.D.Marudhu Pandi	30,000/-
8. Mr. S. R. Sarasababu	30,000/-
9.Mr.M.Kathirasan	26,560/-
lO.Mr.Thameemmul Ansari Abul Kasim 26,340/-

DUES TO SMALL, MEDIUM & MICRO ENTERPRISES:

Dues outstanding more than Rs. 1,00,000/- to Small, Medium and Micro Industrial Units:

1. ADWELL INTERNATIONAL PVT LTD	Rs. 3,74,639
2. RANIS TRADOMG CENTRE	Rs.22,85,975
3. WILSON GREETINGS PVT LTD	Rs. 1,10,317
	Rs. 27,70,931

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on meetings of the Board of Directors (SS- 1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

LISTING FEES:

The Company confmns that it has paid the annual listing fees for the year 2023-24 to BSE where shares of the company are listed.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by the government of India, Government of Tamil Nadu, Companys Bankers and the shareholders. Your Directors also place on record their appreciation for the continued and dedicated performance and commitment by Officers and staff of the Company.

	For and on behalf of the Board
Place: Chennai	N. MOHAMED FAIZAL (DIN:00269448),
Date: 14" August, 2024	CHAIRMAN