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BY MAIL

t7.09.2015

The Bombay Stock Exchange Limited25'l' Floor, P.J. TOWERS,Dalal Street, Fort,Mumbai-40O 001

Dear Sirs,

Snb: oLYMPIC CARDS LTD - (oLpcL)No.534190 - ANNUAL REpoRT 2016 - RbG.

Yours faithFor OL

GD

Encl: As above

In pursuant to Regulation 34(1) of the Securities Exchangeobligations and Disclosure Requirements) Regulations, 2015the Annual Report 2016 of olrr compafly which was duly approvedGeneral Meeting held on 8.9.2016.

I( irrd ly acl<nowledge receipt.

Thanking You,

Board of India (Listingplease find attached a copyand adopted in the Annual

PERAVALLUR:i;

'1335 84'17 X [email protected]

ANNA NAGAR.i. ,-0 4260 4684 X [email protected]

COIMBATORE

PARRYSi,: 429210}fr,2538 5&85 fi [email protected] .i.

. KODAMBAKKAM.d)4232 208$l fi [email protected] .1.

THIRUVANMIYUR,f,\4550 4105 E tvm{@oclwed,com

T. NAGARt?) 421?- 4942 fr tng(goclweci.com .:.

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VELACHERRY* a423A 0676 E vic@oelwed com , o'. it'a422. - 435{i554 fi [email protected]

FACTORY : Survey No. 521/3A&3B,52211,Kannigaipair Village, Uthukkottai State Highway, UthukkottaiTaluk, Thiruvalur District - 601 102.

t\\\ment ,('_'be "%' 4'0' Since 1962 ~~.;;-~ ®~-0 ~~ (')E "iiiiiiiif I · t!.>. - 0t/) JL~ :r

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QILYMPIC CARDS LTDA HOME FOR WEDDING CARDS

Regd. Off. : 195, N.S.C. Bose Road,Chennai • 600 001.

M/s.OL YMPIC CARDS LIMITEDRegistered Office No.195, N.S.C. Bose Road, Chennai - 600 001.

FINANCIAL HIGHLIGHTS

PARTICULARS ~ ~ ~ ~ ~2011-12 2012-2013 2013-2014 2014-2015 2015-2016

Share Capital 163,087,000 163,087,000 163,087,000 163,087,000 163,087,000

Reserves & Surplus 199,127,494 213,243,050 229,090,945 216,373,878 182,313,212

Net Worth 362,214,494 376,330,050 392,177,945 379,460,878 345,400,212

Return on Capital Employed 10.73% 9.33% 12.30% 6.05% 4.95%

Fixed Assets (Net) 132,118,990 190,866,679 490,850,049 534,196,869 499,594,891Sales/ Other Income 437,873,145 496,889,520 538,127,846 550,730,143 545,926,635Gross Proft / (Loss) 100,492,117 109,125,455 135,213,642 152,278,760 142,707,490

Interest / Finance Charges 20,804,245 25,434,941 31,513,380 43,937,928 61,379,568

Depreciation 5,905,338 6,404,957 8,121,668 28,688,188 31,287,791

Current Tax 11,764,752 12,990,855 7,133,021 882,181 -

Deffered Tax 85,459 800,674 5,751,979 2,397,650 12,322,677

Net Profit / Loss (Before Tax) 35,654,075 40,097,746 39,407,672 4,629,658 (18,494,753)

Dividend (Including Tax) 5,685,213 11,372,627 13,356,255 9,593,348 -Dividend (%) 3% 6% 7% 5% -

Earnings Per Share 1.46 1.61 1.63 0.08 (1.89)

CONTENTS

Contents Page No.

Notice to the shareholders 1

Directors' Report and ManagementDiscussion andAnalysis Report 9

Report on Corporate Governance 44

Auditors'Report 59

Balance Sheet 68

Statement of Profit and Loss 69

Cash Flow Statement 70

Notes to Financial Statements 71

H. Noor Mohamed

N. Mohamed Faizal

S. Jarina

Abdul Latif Ameer Ali

Ramanathan Lakshmanan

Dr. S. Amuthakumar

Audit Committee

Chief Financial Officer

Auditors

Company Secretary &Compliance Officer

Bankers

Registered Office

Plant Location

BOARD OF DIRECTORS

Managing Director(DIN :00269456)

Whole Time Director(DIN :00269448)

Woman Director(DIN :00269434)

Independent Director(DIN :02111528)

Independent Director(DIN :00269439)

Independent Director (DIN:03139309)

Abdul Latif Ameer Ali - ChairmanRamanathan Lakshmanan - MemberDr. S.AmuthakumarH. Noor Mohamed

-Member-Member

Mr. R. Dhanasekaran

Mis C.S. Hariharan & Co.,Chartered Accountants'Bagirathi' Ground Floor112/249,Royapettah High RoadChennai - 600 014.Phone No.044-45000141/42E-Mail: [email protected]

Mr. K. Rafee Ahammed

City Union Bank Ltd., Chennai-600001HDFC Bank Ltd., Mylapore, Chennai-600004ICICI Bank Ltd., Chennai-600001Lakshmi Vilas Bank Ltd., Chennai-600004

195,N.S.C. Bose Road, Chennai - 600 001.CIN: L65993TN1992PLC022521Telephone : 044 - 2538 0652 14292 1000Fax: 044 - 2539 0300E-mail: [email protected] : www.oclwed.com

Kannigaiper, Thiruvallur District, Tamilnadu

..•.-.llW\ OLYMPIC CARDS LTDA HOME FOR WEODING CARDS

OLYMPIC C'AIIDS LlD

FORMA(For Audit Report with Unmodified Opinion)

(Pursuant to Regulation 33 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations, 2015

I Name of the Company OLYMPIC CARDS LIMITED

2 Annual Standalone Financial Statementsfor the year ended March 31, 2016

.., Type of Audit Observation Un-modified.J

4 Frequency of Observation Not Applicable

For OLYMPIC CARDSLIMITED

v av_- (.A. AMEER All

Audit Committee Chairman(DrN 0: 02111528)

~.~.R. DHANASEKARANChief Financial Officer(PAN 0: AGRPD8712H)

H.Managing Director(DIN 0:00269456)

For C.S. HARIHARAN & CoChartered Accountants(Firms Registration 0:001086S)..,/

VI

Partner-M. No.216277

Dated 2511'May,2016

~"'<f(~, OLYMPIC CARDS LID~ A HOME FOR WEDDING CARDS

OLYMPIC CARDS LlD

NOTICE

NOTICE is hereby given that the 24thAnnual General Meeting of the Shareholders of MIs.OLYMPIC CARDS LIMITED will be held at "NARADHA GANA SABHATRUST (Mini Hall),No.314, T.T.K.Road, Chennai-600 018, at 2 P.M. on Thursday, 8th September, 2016 to transact thefollowingbusiness:

ORDINARY BUSINESS:

1.ADOPTION OFACCOUNTS:

Toreceive, consider and adopt the Audited Balance Sheet of the Company as at 31stMarch 2016and the Profit & Loss Statement and the Cash Flow Statement for the year ended on that datetogetherwithDirectors' Report andAuditors 'Report thereon.

2.REAPPOINTMENT OF DIRECTORS:

Toappoint aDirector in the place ofMrs. S. Jarina (DIN: 00269434)who retires by rotation andbeing eligible offersherself for re-appointment.

3. RATIFICATION OFAUDITORS' 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 anORDINARYRESOLUTION

"RESOLVEDTHATpursuant to provisionsof Section 139, 141,142,143(B)andother applicableprovisions, if any, of the CompaniesAct, 2013 and the Companies (Audit andAuditors) Rilles,2014, includingany amendment,modification,variationor re-enactmentthereof,the companydohereby ratify the appointment of MIS. C.S. Hariharan & Co.(FR No.001086S), CharteredAccountants, Chennai, as statutory auditors of the company for the financial year 2016-17 ,pursuant to resolution passed by the members at the 22ndAnnual General Meeting held on 11thSeptember,2014tohold officetill the conclusionof the 25thAnnualGeneralMeetingtobe held forthe financialyear 2016-17, at such remunerationasmay be agreedbetween the companyand theauditorsincludingreimbursementof out of pocket expenses incurredby them in connectionwiththeCompany'sauditfor the financialyear 2016-17".

Registered Office:OLYMPIC CARDS LIMITED,195,N.S.C. BoseRoad, Chennai - 600001.CIN: L65993TN1992PLC022521Telephone:044-2538 0652/42921000; Fax: 044 -25390300E-mail: [email protected];Website:www.oclwed.com

BYORDEROFTHEBOARDForOLYMPIC CARDS LIMITED

K.RAFEEAHAMMEDCOMPANY SECRETARY

Place: Chennai,Date: 25.05.2016

1

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Notes:

1. A MEMBER ENTITLED TO ATTENDANDVOTE AT THE ABOVE MEETING ISENTITLED TOAPPOINTAPROXYTOATTENDANDVOTE ONAPOLL TOVOTEINSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THECOMPANY. THE INSTRUMENT APPOINTING THE PROXY SHALL BEDEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATERTHAN 48(FORTY EIGHT) HOURS BEFORE THE TIME FIXED FOR HOLDINGTHE MEETING; IN DEFAULT, THE INSTRUMENT OF PROXY SHALL BETREATEDASINVALID.

2. Aperson shallnot act as aproxy onbehalf ofMembers exceeding fifty in number andholding inthe aggregatemore than 10%of the total share capital of the Company carrying voting rights.AMember holdingmore than 10%of the total share capital ofthe Company carryingvoting rightsmay appoint a single person as proxy and such person shall not act as a proxy for any otherperson or shareholder.

3. The Register of Members and Share Transfer Registers will remain closed from 2ndSeptember, 2016 to 8th September, 2016 (both days inclusive) in connection with the AnnualGeneralMeeting.

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 requested toindicate their Folio no/DPIDandClientID numbers in the attendance slip.

5. Members are requested to furnish the details of their nomination (if not already sent) in theprescribed form toMis.Cameo Corporate ServicesLimited, Chennai, the Registrars and ShareTransfer Agent (RTA) of the company. The prescribed form can be obtained from theCompany'sRegistrar and ShareTransferAgent.

6. The Securities and Exchange Board of India (SEBI) has mandated submission of PermanentAccount Number (PAN)by every participant in securities market. Members holding shares indematerialized form are therefore requested to submit the PAN to their respective depositoryparticipants. Members holding shares in physical form can submit their PAN details to theCompanyor theRegistrar &ShareTransferAgents.

7. Members are requested tobring their copy of theAnnual Report to themeeting, as the samewillnot be distributed at themeeting.

2

~"'<fl~\ OLYMPIC CARDS LID• ~. A HOME FOR WEDDING CARDSOLYMPIC CARDS LlD

8. In terms of the Green Initiative in Corporate Governance of the Ministry of Corporate Affairs,communicated vide General Circular No. 17/2011 dated 21-04-2011 read with GeneralCircular No. 1812011 dated 29-04-2011, the Annual Reports, notice of meetings and otherstatutory documents required to be furnished by the Company to the Members can be sent inelectronic mode. For this purpose, the Members are requested to register their email addresseswith the RTA for receiving the aforesaid information in electronic mode.

9. Voting through Electronic Means:I. In compliance with the provisions of Section 108 of the Companies Act 2013 and Rule 20 ofthe Companies (Management and Administration) Rules, 2014, the Company is pleased toprovide members facility to exercise their right to vote at the 24thAnnual General Meeting(AGM) by electronic means and the business may be transacted through e-voting servicesprovided by Central Depository Services Limited (CDSL).

The instructions for members for voting electronically are as under:-

(i)The voting period begins on 5th September, 2016 (9 a.m) and ending on 7th September, 2016(5 p.m). During this period shareholders of the Company, holding shares either in physical form orin dematerialized form, as on the cut-off date 1st September, 2016 (record date) may cast their voteelectronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii)Shareholders who have already voted prior to the meeting date would not be entitled tovote at the meeting venue.

(iii)The shareholders should log on to the e-voting website www.evotingindia.com

(iv)Click on "Shareholders" tab.

(v) Now enter your User IDa. For CDSL: 16 digits beneficiary illb. For NSDL: 8 Character DP ID followed by 8Digits ClientIDc. Members holding shares in Physical Form should enter Folio Number registered with theCompany.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in Demat form and had logged on to www.evotingindia.comand voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a frrsttime user follow the steps given below:

3


Fill up the following details in the appropriate boxes:

For Members holding shares in DematForm! in Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Depament(Applicable for both Demat shareholders as well as physical shareholders)*Members who have not updated their PAN with the CompanylDepositoryParticipant are requested to use the first two letters of their name and the 8digits of the sequence number in the PAN field.In case the sequence number is less than 8 digits enter the applicable numberofO's before the number after the first two characters of the name inCAPITAL letters. Eg. If your name is Ramesh Kumar with sequencenumber I then enter RAOOOOOOOI in the PAN field.

Dividend

Bankdetails ORDate ofBirth(DOB)

Enter the Dividend Bank details or Date of Birth (in ddimm/yyyy format)As recorded in your demat account or in the Company records in order tologin.

• If both the details are not recorded with the depository or companyplease enter the member idlfolio number in the Dividend Bankdetails field as mentioned in instruction (v).

(ix)After entering these details appropriately,click on "SUBMIT" tab.

(x)Members holding shares in physical formwill then reach directly the Company selection screen.However, members holding shares in Demat form will now reach 'Password Creation' menuwherein they are required to mandatorily enter their login password in the new password field.Kindly note that this password is to be alsoused by the Demat holders for voting for resolutionsof any other company on which they are eligible to vote, provided that company opts for evoting through CDSL platform. It is strongly recommended not to share your password withanyotherperson and takeutmost care to keepyour password confidential.

(xi) For Members holding shares in physical form, the details canbe used only for e-voting on theresolutions contained in thisNotice.

4


(xii) Click on the EVSN for the relevant company name (viz. OLYMPICCARDS LIMITED) onwhich you choose to vote.

(xiii) On the voting page, youwill see "RESOLUTION DESCRIPTION" and against the same theoption "YESINO" 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.

(xiv) Click on the "RESOLUTIONS FILELINK" if youwish to view the entireResolution details.

(xv) After selecting the resolution you have decided to vote on, click on "SUBMIT". Aconfirmation box will be displayed. If you wish to confirm your vote, click on "OK", else tochangeyour vote, clickon "CANCEL" and accordinglymodify your vote.

(xvi) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify yourvote.

(xvii) Youcan also take aprint of the votes castby clickingon "Click here to print" option ontheVotingpage.

(xviii) If aDemat accountholder has forgotten the loginpassword then enter theUser IDand theimageverification code and click onForgot Password& enter the details aspromptedby thesystem.

(xix) Shareholders can also cast their vote using CDSL's mobile app m-Voting available forandroid based mobiles. Please follow the instructions as prompted by the mobile app byvoting on your mobile.

(xx) Note forNon-Individual shareholders andCustodians

*Non-Individual shareholders (viz.other than individuals, HUF, NRI, etc.) and Custodians arerequired to logon towww.e-votingindia.comandregisterthemselvesasCorporates.

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

5

~m8tlt&l.,\ OLYMPIC CARDS LTDA HOME FOR WEDDING CARDS

OLYMPICCARDSLlD

*After receiving the login details a Compliance User should be created using the admin login andpassword. The Compliance User would be able to link the account(s) for which they wish to voteon.

*The list of accounts linked in the login should be mailed to [email protected] andon approval of the accounts theywouldbe able to cast their vote.

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

(xxi) 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.com underhelp section or write an email to:[email protected].

(A) The voting rights of shareholders shall be in proportion to their shares of the paid upequity share capital ofthe Company as on 01.09.2016 (recorddate).

(B) Mr.N. Ramanathan, Practising Company Secretary (CPNo. 11084)has been appointedas the Scrutinizer to scrutinize the e-votingprocess in a fair and transparentmanner.

(C) 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 andmake a Scrutinizer's Report of thevotes cast in favour or against, if any,forthwith to the Chairmanof the Company.

(D) The Results shall be declared on or after the AGM of the Company and the resolutionswill be deemed tobe passed on the date ofAGM of the Company subject to the receipt ofrequisite number ofvotes in favour ofthe resolution. TheResults declared alongwith theScrutinizer's Report shall be placed on the Company's website 'www.oclwed.com' andon the website ofCDSL within two days of passing of the resolutions oftheAGM of theCompany and communicated to the StockExchange.

Registered Office:OLYMPIC CARDS LIMITEDNo.195,N.S.C. BoseRoad, Chennai-600 001CIN:L65993TN1992PLC02252I;Telephone:044 -25380652/4292 1000;Fax:044 -2539 0300;E-mail: [email protected]

ByOrderof theBoardforOLYMPIC CARDS LIMITED

K. RAFEEAHAMMEDCOMPANYSECRETARY

Place: Chennai,Date: 25-05-2016

6


THE FOLLOWING EXPLANATORY STATEMENT SETS OUT THE MATERIAL FACTSREFERING TO ITEM NOS.2&3OF THE NOTICE.

Item No.2

Briefresume ofthe Director seekina:re-appointment:

Mrs. S. Jarina (DIN: 00269434),born on 06.01.1960,Diploma in ComputerApplicationshas got richexperience in management and administration.She was appointed as an Additional Director of theCompanywith effect from 31.03.2015and then as a Directorwith effect from 15.09.2015. She is apromoterof theCompanyandholds793291(4.86%)EquitySharesin theCompany.Sheisnotholdinganydirectorship/membershipofCommitteein anyothercompany.Sheis thewifeof Mr.H.NoorMohammed,Managing Director of the Company who holds 55,69,218 (34.15%) equity shares in the Company.Previously she was a director of the company from 21.04.1992 to 30.11.1998, again director from18.12.1998to 12.05.2012.ShewasWhole-TimeDirectorfrom01.07.2003to 12.05.2012.

Item No.3

At the 22ndAnnual GeneralMeeting held on 11.09.2014,MIS. C.S.Hariharan& Co. (FRNo.001086S),CharteredAccountants, Chennai were appointed as auditors of the Company for a period 00 years tohold office till the conclusion of 25th Annual General Meeting. Pursuant to the provisions of Section139of the CompaniesAct, 2013 read with Rule 6 of Companies (Audit andAuditors) Rules, 2014, anaudit firm can be appointed as auditors of a Company for not more than two consecutive terms of fiveyears each. For the purpose of calculating the period of 10consecutive years, the period forwhich theaudit firm had held office as auditors, prior to April 1, 2014, is required to be taken into account.Accordingly, the aforesaid auditors are eligible to be appointed for a maximum period of 1year fromthe conclusion of thisAnnual GeneralMeeting until the conclusion of the 25Annual GeneralMeetingof the Company.Provided such appointment is also subject to the ratification by theMembers at everyAnnual GeneralMeeting, till the expiry of their term.

Accordingly, the Company proposes to ratify the appointment of MIS. C.S. Hariharan & Co. (FRNo.001086S), CharteredAccountants, Chennai as the auditors of the Company to hold officeuntil theconclusion ofthe 25thAnnual GeneralMeeting ofthe Company.

MIS. C.S. Hariharan & Co. (FRNo.001086S), CharteredAccountants, Chennai has consented to thesaid appointment and issued a certificate to the effect that the appointment, if made, shall be inaccordance with the conditions as prescribed in Sections 139and 141of the CompaniesAct, 2013 andthe Companies (Audit andAuditors)Ru1es,2014.

Therefore the Board on recommendation of the audit committee seeks the shareholders approval forthe appointment ofMIS. C.S. Hariharan &Co. (FRNo.OO1086S), CharteredAccountants, Chennai asthe auditors of the Company as set out at ItemNo.3.

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

Registered Office:OLYMPIC CARDS LIMITEDNo.195,N.S.C. BoseRoad, Chennai-600 001CIN:L65993TN1992PLC022521;Telephone:044 -25380652/4292 1000;Fax: 044 -2539 0300;E-mail: [email protected]

Place: Chennai,Date: 25-05-2016

ByOrder ofthe BoardforOLYMPIC CARDS LIMITED

K.RAFEEAHAMMEDCOMPANYSECRETARY

7


OLYMPICCARDSLlD

OLYMPIC CARDS LIMITEDRegistered Office:

No.195, N.S.C. Bose Road, Chennai-600 001.CIN L65993TN1992PLC022521

Telephone: 044 -2538 0652 / 4292 1000; Fax: 044 - 25390300Email: [email protected];website: www.oc1wed.com

RESOLUTIONS

ORDINARY BUSINESS:

1. Adoption of Financial Statements for the year ended 31st March, 2016.

2. Appointment of Director in the place of Mrs.S.Jarina (DIN:00269434) who retires byrotation and being eligible offers herself for reappointment.

3. Ratification of auditors' appointment.

8


OLYMPIC CARDS LlD

DIRECTORS' REPORT

Tothe Members,

TheDirectors havepleasure inpresenting their 24thAnnualReport andAudited StatementofAccountsof the Company for the year ended 31stMarch, 2016.

PERFORMANCE AT A GLANCE:(f in Lakbs)

Particulars Year ended31.03.2016

Year ended31.03.2015

Gross Income 5459.27 5507.30

741.73 772.56613.80 439.38312.88 286.88(184.95) 46.30

ProfitJ(Loss)BeforeDepreciation, Tax&FinancialExpensesFinancial ExpensesDepreciationProfit! (Loss) Before Tax

Less:Exceptional Items

Less:Extraordinary Items

Tax expenses:

a. CurrentTaxb.FringeBenefitTaxc.Deferred TaxLiabilityd. Income-Taxfor earlieryear

8.82

123.23 23.98

Profit!(Loss) for the year carried to Balance Sheet (308.18) 13.50

DIVIDEND

In view of absence of Profit in the Financial year 2015-16, the Board of Directors has notrecommendedDividend.

9


TRANSFER TO RESERVES:

The total Reserves and Surplus as on March 31, 2016 is ~ 18,23,13,212/- comprising of GeneralReserve ~ 49,38,773/-; Surplus in Profit & Loss Account is ~ 1,32,58,4401-and Share PremiumAccount ~16,41,16,0001-.

BUSINESS OPERATIONS:

The Company has made a gross income of ~ 5459.27 Lakhs during the year under review (previousyear- ~ 5507.30 Lakhs). The depreciation for the year under review amounted to ~ 312.88 Lakhs asagainst ~ 286.88Lakhs in the correspondingperiod of the previous year. The Companyhas registeredaloss of ~ 308.18Lakhs during the year under review as againsttheprofitaftertax of ~ 13.50Lakhs oftheprevious year. Higher depreciation andFinance costwere themain reasons for the loss.

MARKET SCENARIO

Market scenario is still challenging and competitive. However your Company has managed tomaintain the turnover.. We are mainly involved in manufacturing and trading of Wedding InvitationCards, Greeting Cards,VisitingCards, Office Envelopes, and Cloth lined Covers, StudentNotebooks,Account Books, Files, etc. andwe are also involved in the trading of the items like Screen-Offset Inks.Our Brand name "OLYMPIC" is popular and well known to the general public for its quality,affordability,variety and reliability formany decades.

MANAGEMENT DISCUSSION AND ANALYSIS

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

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 the financialyear on 31stMarch 2016to the date of this report.

EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is given in(Annexure-II).

REAPPOINTMENT OF DIRECTOR:

Mrs S. Jarina (DIN: 00269434), Director is retiring by rotation at this Annual General Meeting andbeing eligible offerherself for re-appointment.

10


DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:The Company has received necessary declaration from each Independent Director of the Companyunder Section 149 (7) of Companies Act, 2013 that the Independent Directors of the company meetwith the criteria oftheir Independence laid down in Section 149(6) ofthe CompaniesAct, 2013.PARTICULARS OF EMPLOYEES:Disclosure pertaining to remuneration and other details as required under Section 197(12) of theCompanies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Ru1es,2014 areprovided elsewhere in the annual report.No employee of the Company was in receipt of remuneration during the financial year 2015-16 inexcess of the sum prescribed under Section 197(12) of the CompaniesAct, 2013 read with Rule 5(2)and 5(3)of the Companies (Appointment andRemuneration ofManagerial Personnel) Ru1es,2014.DIRECTORS AND KEY MANAGERIAL PERSONNEL:The details about the changes in the Directors and KeyManagerial Personnel by way of appointment,resignation, etc. and disclosure of relationships between directors inter-se under relevantRegulation(s) ofSEBI(LODR) Regulations, 2015 is included aspart ofCorporate GovernanceReport.The Directors who are liable to retire by rotation and also whether they offer for re-appointment isincluded in theNotice ofAnnual GeneralMeeting.NUMBER OF MEETINGS OF BOARD:The details of number ofmeetings ofBoard of Directors is included as a part of Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed under theCompaniesAct, 2013.COMPOSITION OF COMMITTEES OF BOARD:Currently the board has the following committees: Audit Committee, Nomination & RemunerationCommittee, Stake holders Relationship Committee, Internal Complaints Committee and WhistleBlower Committee.TheComposition&Activities are as follows:

Composition of theName of the Committee Committee! No of times

the committee met

Highlights of duties,responsibilities &Activities

Audit Committee Mr.Abdul Latif Ameer AliChairman of the Committee.(Independent director)

Mr. RamanathanLakshmanan(Independent director)

Dr. S.Amuthakumar(Independent director)

Mr.H.Noor Mohammed(Managing Director)

~ The Audit Committee wasmandated with the same Terms ofReference specified in the relevantprovisions of the Companies Act,2013 & Regulation(s) of the SEBI(LODR) Regulations, 2015.~ The Audit Committee ISresponsible for overseeing theCompany's financial reportingprocess, reviewing thequarterly / half-yearly / annualfinancial statements, reviewingwith the management the financialstatements and adequacy ofinternal audit function,

11


OLYMPICCARDSLlD

Nomination &RemunerationCommittee

The Committee met4 times on

27-05-201511-08-201514-11-201509-02-2016

Mr. Abdul Latif Ameer AliChairman of the Committee(Independent director)

Mr. RamanathanLakshmanan(Independent director)

Dr. S. Amuthakumar(Independent director)

The Committee metone time on

09-02-2016

12

recommending the appointment/reappointment of statutory auditorsand fixation of audit fees,reviewing the significant internalaudit fmdings/related partytransactions, reviewing theManagement 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.

~ To fix salary allowances andother perks to senior levelpersonnel as and when appointedby the Company.

REMUNERATION POLICY:The Remuneration Policy of theCompany for the managerialpersonnel is based on theperformance potential andperformance of theindividual/personnel.

CEO/CFO CERTIFICATIONby Mr. H. Noor Mohamed,Managing Director & ChiefExecutive Officer and Mr. R.Dhanasekaran, Chief FinancialOfficer as required under SEBI(LODR) Regulations 2015 wasplaced before the Board at itsmeeting held on 25.05.2016


OLYMPIC CARDS LlD

StakeholdersRelationshipCommittee

Mr.RamanathanLakshmananChairmanof the Committee(Independentdirector)

Mr.Abdul Latif Ameer Ali(Independentdirector)

Dr. S.Amuthakumar(Independentdirector)

No. of Meetings:Nil

I::) The company has aStakeholders RelationshipCommittee that which meetsaccording to the necessity. Theshares received are usuallytransferred within a period of 10 to15 days from the date of receipt,subject to their validity.I::) Investors are eligible to file

their nomination against sharesheld under physicalmode.I::) The facility of nomination isnot available to non-individualsshareholders such as societies,trust, bodies corporate, karta ofHindu Undivided Families andholders of Power ofAttorney.I::) Investors are advised to availthis facility, especially investorsholding securities in single name,to avoid the process oftransmissionby law.I::) Investors holding shares held

in electronic form, the nominationhas to be conveyed to the relevantDepository participants directly, asper the formatprescribed by them.

InternalComplaintsCommittee

WhistleBlowerCommittee

Mr. RamanathanLakshmanan(Independentdirector)Dr. S.Amuthakumar(Independentdirector)No. ofMeetings:NilMr. RamanathanLakshmanan(Independentdirector)Dr. S.Amuthakumar(Independentdirector)No. ofMeetings:Nil

To consider& redress complaints ofsexual harassment.

This provides adequate safeguardsagainst victimisation of Directors /Employees or any other person.

POLICIES OF THE BOARD:wmSTLE BLOWER POLICY:wmSTLE BLOWER POLICY (POLICY ONVIGIL 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 ofSEBI(Listing Obligations andDisclosure Requirements) Regulations, 2015 the Companyhas established vigilmechanism overseenby the Audit Committee. The Policy ensures that strict confidentiality is maintained whilst dealingwith concerns and also that no discrimination will be meted out to any person for a genuinely raisedconcern. This has been uploaded in the Company's website. No complaint under this facility wasreceived in the financial year 2015-16.There has been no change to theWhistle Blower Policy adoptedby the Companyduring fiscal 2016.

13


REMUNERATION POLICY:

The Remuneration Policy of the Company for the managerial personnel is based on the performancepotential andperformance ofthe individual/personnel.

Criteria for payment of Remuneration to Non-ExecutiveDirectors (Pursuant to Part-D Schedule II (1)of SEBI(LODR)Regulation2015.

TheNon-ExecutiveDirectorswill be paid sitting fees for attending theBoard andCommitteeMeetingsas per the stipulations in theAct, and theArticles ofAssociation of the company and as recommendedby theNomination andRemuneration Committee. Different scales of sitting feemay be fixed for eachcategory of the directors and type ofmeeting. However, the fees payable to the Independent DirectorsandWomanDirectors shallnot be lower than the feepayable to other categories of directors.

In addition to this, the travel and other expenses incurred for attending themeetings are to be met by theCompany. Subject to the provisions of theAct and theArticles ofAssociation, the Company in GeneralMeeting 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 theAct. Thecompany shallhave nopecuniary relationship or transactionswith anyNon-ExecutiveDirectors.

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 the businessobjectives and enhance the Company's competitive advantage.

RELATED PARTYTRANSACTION POLICY:

ThePolicy regulates all transactionsbetween the Company and its related parties.

INSIDER TRADING POLICY:

ThePolicyprovides the framework indealingwith Securitiesofthe Company.

AUDITORS:

MIS. C.S. Hariharan & Co (FR No.001086S), Chartered Accountants, Chennai-600 014, has beenappointed as the auditors of the Company at the 2200Annual General Meeting held on 11.09.2014andtheir appointment is ratified for the current financial year. There are no qualifications in theIndependentAuditors report.

SECRETARIALAUDIT:

Pursuant to Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. T.Murugan, aPracticing Company Secretary (C.P.No.4393)to undertake the SecretarialAudit of the Company forFinancialYear2015-16.

The Secretarial Audit Report was placed before the Board on 25th May 2016. There are noqualifications in the SecretarialAudit Report (Annexure-Hl).

14


OLYMPIC CARDS LlD

PUBLIC DEPOSITS:

The Company has not accepted deposits during the year and there are no public deposits fallen due forpayment and claimedbut not paid as on 31stMarch, 2016. The total amount of deposit outstanding as at31"March, 2016wasNil.

SIGNIFICANT & MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impactingthe going concern status and company's operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

TheCompanyhas an Internal Control System, commensuratewith the size, scale and complexity of itsoperations. To maintain its objectivity and independence, the Internal Audit function reports to theChairman of the Audit Committee of the Board. During the year, such controls were tested and noreportablematerialweaknesses in the operationswere observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company didnot give anyLoan orGuarantee orprovided any securityormake investment coveredunder Section 186ofthe CompaniesAct, 2013 during the year.

CORPORATE SOCIAL RESPONSIBILITY:

The requirements of compliance ofCorporate SocialResponsibility arenot 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 theCompaniesAct, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules,2014 inFormAOC-2 (Annexure-IV).

FORMAL ANNUAL EVALUATION:

TheBoard has carried out the annualperformance evaluation of its ownperformance and the Directorsindividually after taking into consideration inputs received from the Directors, covering variousaspects on the Boards' functioning such as adequacy of the composition of the Board and itsCommittees,performance of specific duties, obligations and governance.

The Performance evaluation of the Independent Directors was carried out by the entire Board and thePerformance evaluation of the Managing Director and the Executive Director was carried out by theIndependent directors at theirmeeting held on 09.02.2016.

TheDirectors expressed their satisfactionwith the overall evaluationprocess.

15


RATIO OF REMUNERATION TO EACH DIRECTOR:

Disclosure of Ratio of Remuneration to eachDirector to the median employees' remuneration

The ratio of the remuneration of each directorto the median remuneration of the employee of Name of the Ratiothe Company for the fmancial year Director

Mr. H.NoorMohamed, 5.69:1ManagingDirector

Mr.N. Mohamed Faizal, 5.69:1Whole TimeDirector

The percentage increase in remuneration ofeach director, Chief Financial Officer, Chief NILExecutive Officer, Company Secretary orManager, if any, in the financial yearThe percentage mcrease m the medianremuneration of employees in the financial 0.98%yearThe number of permanent employees on the 181rolls of companyThe explanation on the relationship between The individual increments varied based on theiraverage increase in remuneration and Company performance.performance The increase in remuneration is in line with the

market trends, internal parity and currentsalary of the employees.

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 : 0.0003Remuneration of KMP as a percentage of PBT:Negative PBT.

16


OLYMPIC CARDS LlD

Variations in the market capitalization of theCompany, price earnings ratio as at the closing change%date of the current financial year and previous Particulars 31.03.2016 31.03.2015 overlastfinancial year and percentage increase over publicoffer

decrease in the market quotations of the shares Stockof the company in comparison to the rate at Price (in~) 17.50 20.75 (-) 41.67which the company came out with the lastpublic offer in case of listed companies, and in Marketcase of unlisted companies, the variations in Cap (in~) 28.54 33.84 (-) 41.67the net worth of the company as at the close of In Crores)the current financial and previous EPS -1.89 0.08 -yearfinancial year PIE - 259.37 -Average percentile increase already made in The average annual increase in the salaries ofthe salaries of employees other than the employees other than the managerialpersonnelmanagerial personnel in the last fmancial year across the organizationwas around4 to 12%.and its comparisonwith the percentile increase There is no increase in the managerialin the managerial remuneration and remuneration for the past six years .justification thereof and point out if there areany exceptional circumstances for increase inthe managerial remunerationComparison of the each remuneration of theKey Managerial Personnel against the Managing Companyperformance of the company and Whole Secretary

time and ChiefDirectors Financial

officerRemuneration Rs.12,00,0001- Rs.5,04,0001-in FY2015-

16Revenue Rs.5413.57Lakhs% of Revenue 0.22 0.09PAT Rs.(308.18) Lakhs%ofPBT Negative PBT Negative PBT

The key parameters for any variable There IS no variable component m thecomponent of remuneration availed by the remunerationpaid to the directorsdirectorsThe ratio of the remuneration of the highestpaid director to that of the employees who arenot directors but receive remuneration m NILexcess of the highest paid director during theyearAffirmation that the remuneration is as per the Yesremunerationpolicy of the company

17

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

There are no amount which remain unpaid/unc'laimed for a period of seven years and hence no amount

has been transferred to 'IEPF'.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGSAND OUTGO

The Particulars required to be given as per Section 134 (3) (m) of the Companies Act,2013 read with

Rule 8 of the Corn-panies (Accounts) Rules, 2014 are annexed hereto and the same forms part of this

Report. (Annexure-Y)

R.EPORT ON CORPORATE GOVERNANCE

As required by Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirlments) Regulations,2015 the auditors'certificate on Corporate Governance is enclosed as

Annexure-M io the Board's Report. The Auditors' Certificate for fiscal 2016 does not contain any

qualification, reservation or adverse remarks.

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 3l,20l6,the applicable

Accounting Standards have been followed.

(b) They have selected such Accounting Policies and applied them consistently and made judgements

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 propff and sufficient care towards the maintenance of adequate accounting' ' records in accordince 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.

18


OLYMPIC CARDS LlD

LISTING FEES:

TheCompany confirms that it has paid the annual listing fees for the year 2016-17toBSEwhere sharesof 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 shareholders fortheir trust and support.TheDirectors alsowish to express their gratitude to the Employees at all levels,which has helped the Company to run its affairs smoothly.

For and on behalf ofthe Board

Place: ChennaiDate: 25.05.2016

H. NOORMOHAMEDCHAIRMAN

19


OLYMPICCARDSLlD

ANNEXURES- TO DIRECTORS' REPORT

ANNEXURE-I

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

MANAGEMENT DISCUSSION AND ANALYSIS

This report contains statements that the Company's beliefs may be considered to be "Forward LookingStatements" that describe our objectives, plans and goals. All these forward looking statements aresubject to certain risks and uncertainties, including, but not limited to, Government action, local,political or economic developments, changes in legislation, technology risks, risk inherent in theCompany's growth strategy, dependence on certain suppliers and other factors that could cause ouractual results to differmaterially from those contemplated by the relevant forward looking statements.The forward looking statements included in this report are made only as on the date of this report andweundertake no obligation topublic.

INDUSTRY STRUCTURE AND DEVELOPMENTS

TheWeddingCards and Greeting Cards Industry is still unorganized in our country.There are numberof small players whose operations are restricted in their respective regions. Apart from these smallplayers there are other players all over the country.This Industry is driven by retailers and distributorsrather than consumers.

Your Company enjoys big share of the organized sector in the Southern Region of our country in thefields ofWeddingCards and other InvitationCards.

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. Olympicpromises to striveharder on these principles foryears to come. Ourmarket strategies are tailoredmadebased on customer needs and optimized on customer satisfaction. We also ensure that our stocks arefrequently updated in terms of quality,design and latest consumer trends in all our retail outlets aswellas franchisees. We also provide printing service to the customers so that their needs are solved underone roof.

OPPORTUNITIES AND THREATS

Organized retailing is growing in India and your Company. The Company is in the process oflocatingfranchisees at thickly populated places and this will create new opportunities. The new techniques ofSMSmessaging Service and invitation by electronic facilities and competition by small players posethreat to our Wedding Cards business. However the invitation market has its own advantage ofsentiment among thepublic in inviting their friends and relatives through invitation cards.

20


OLYMPIC CARDS LlD

PRODUC~~SEPERFORMANCEThe Wedding Cards sales was ~ 2430.94 Lakhs (44.9% of the total turnover) during the year underreview. The contribution of greeting cards sales to the total turnover stands at 2.79% and envelopesstands at 18.54%.

OUTLOOKThere is growth in theWeddingCard and Greeting Card business. To improve the growth further yourCompany isworking on various strategies. Good growth is expected in all its business activities in theyears to come. Though the export business shows a lowvolume, your Companyhas plans to expand itsexport business also.

RISKS AND CONCERNSEconomic factors like a downturn in the overall economy, unforeseen social and political upheavals,shortageof rainfall are likely to affect the industry aswell as ourbusiness.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACYYour Company has in place adequate internal control systems combined with delegation of powers.The control system is also supported by internal audits and management reviews with documentedpolicies andprocedures.

FINANCIAL PERFORMANCE & OPERATIONAL PERFORMANCEDuring the year under review your Company recorded total revenue of ~ 5459.27 Lakhs as comparedto ~ 5507.30 Lakhs in the previous financial year, down by 0.87%. There is a Net Loss of ~ 308.18Lakhs for theYearunder review as against Net Profit after Tax of ~ 13.50Lakhs in the previous year.There was increase in the Finance Cost and depreciation. Consequently there has been loss in the yearunder review.

HUMAN RELATIONSEmployee welfare was strengthened with a view to provide the employee the best workingatmosphere.Thenumber of employees as on 31stMarch, 2016 is 181.

CAUTIONARY STATEMENTStatements in this management discussion and analysis describing the Company's objections,projections, estimates and expectations may be "forward looking statement" within the meaning ofapplicable 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 economic environmentin India.

21


OLYMPICCARDSLlD

ANNEXURE-II TO DIRECTORS' REPORT

FORMMGT-9

EXTRACT OF ANNUAL RETURNAs on the financial year ended on 31stMarch,2016

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

I. REGISTRATION & OTHER DETAILS:

1. CIN L65993TN1992PLC0225212. Registration Date 21104/19923. Name of the Company OLYMPIC CARDS LIMITED4. Category/Sub-category of the Company Company Limited by Shares /

Indian Non-Government Company5. Address of the Registered office & 195,NSCBoseRoad,Chennai-600001

contact details Ph:044-25380652/4292 1000Fax:044- 25390300Email:[email protected]:www.oc1wed.com

6. Whether listed company Listed at BSE Ltd.7. Name, Address & contact details of the Cameo Corporate Services Ltd

Registrar & Transfer Agent, if any. ' Subramanian Buildings' , 5thFloor, No.1, Club House Road,Chennai - 600002.Ph: 04428460390 (5 Lines)Fax: 04428460129Email: [email protected]: www.cameoindia.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

S1. Name and Description of main NIC Code of the % to total turnover ofNo. products / services Product/service the Company

Manufacturers of Papers/Boardbased products-Manufacturing& trading of 99611940-Paper

1. Wedding, Greeting cards, and paper board 99.16%Envelops, Letter heads,Business cards, Calendars, Notebooks, Account books etc.Trading in the business ofprinting inks.

22


III. PARTICULARS OF HOLDING, SUBIDIARY ANDASSOCIATE COMPANIES: NIL

IV. SHARE HOLDING PATTERN (Eguity Share Capital Breakup as percentage of TotalEguity)

i) Category wise shareholding:

Cate- Category of SHAREHOLDING AT THE SHAREHOLDING AT THE END OFgory Shareholders BEGINNING OF THE YEAR THE YEAR %Codechangeinshare

% % of holdingof total during

Demat Physical Total total Demat Physical Total shares theshares year

A SHAREHOLDINGOFPROMOTERSANDPROMOTERGROUP

1 INDIAN

INDNIDUALIHINDU 6153009 0 6153009 37.73 6362509 0 6362509 39.01 1.28a UNDNIDEDFAMILYCENTRAL

b GOVERNMENTI 0 0 0 0 0 0 0 0 0STATEGOVT.BODIES 0 0 0 0 0 0 0 0 0c CORPORATEFINANCIL

d INSTITUTIONS 0 0 0 0 0 0 0 0 0I BANKSANY OTHER-DIRECTORS 3179660 1300 3180960 19.50 3386581 0 3386581 20.77 1.26e ANDTHElRRELATNESSUB --TOTAL 9332669 1300 9333969 57.23 9749090 0 9749090 59.78 2.54(A) (1)

23


OLYMPIC CARDS LlD

2 FOREIGN

INDIVIDUALS(NON-RESIDENT 0 0 0 0 0 0 0 0 0a INDIVIDUALS/FOREIGNINDIVIDUALS)

b CORPORATE 0 0 0 0 0 0 0 0 0BODIES

c INSTITIJTIONS 0 0 0 0 0 0 0 0 0

QUALIFIEDd FOREIGN 0 0 0 0 0 0 0 0 0

INVESTOR

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

SUB-TOTAL 0 0 0 0 0 0 0 0 0(A) (2)TOTALSHAREHOLDING OFPROMOTER 9332669 1300 9333669 57.23 9749090 0 9749090 59.78 2.5453ANDPROMOTERGROUP (A)=(A)(l )+(A)(2)PUBLIC

B SHAREHOLDING.

1. INSTITUTIONS

a MutualFunds/ UTI 0 0 0 0 0 0 0 0 0

b Financial 0 0 0 0 0 0 0 0 0InstitutionslBanks

Central Govt. / 0 0 0 0 0 0 0 0 0c State Govt.

dVenture Capital 0 0 0 0 0 0 0 0 0Funds

Insurance 0 0 0 0 0 0 0 0 0e Companies

24


OLYMPIC CARDS LlD

f ForeignInstitutional 0 0 0 0 0 0 0 0 0Investors

g Foreign Venture 0 0 0 0 0 0 0 0 0Capital Investors

h QualifiedForeign 0 0 0 0 0 0 0 0 0Investors

i Any Other 0 0 0 0 0 0 0 0 0

SUB TOTAL 0 0 0 0 0 0 0 0 0(B) (1)NON

2 INSTITUTIONS

a) BODIES 1212358 7800 1220158 7.48 886227 7800 894027 5.48 (2.00)CORPORATE

b) INDIVIDUALS

IndividualShareholders

i) holding nominal 954057 191863 1145920 7.03 890458 188743 1079201 6·62 (0.41)share capital upto Rs.l Lakh.IndividualShareholders

ii) holding nominal 3958023 104000 4062023 24.91 3983756 104000 4087756 25.06 0.16share capital inexcess of Rs.lLakh.

c) QUALIFIED 0 0 0 0 0 0 0 0 0FOREIGNINVESTORS

d) ANYOTHER

CLEARING 71422 0 71422 0.44 26500 0 26500 0.16 (0.27)MEMBERSHINDUUNDIVIDED 473069 2 473071 2.90 468425 2 468427 2.87 (0.03)FAMILIESNONRESIDENT 2137 0 2137 0.01 3699 0 3699 0.02 0.01INDIANS

546628 2 546630 3.35 498624 2 498626 3.06 (0.29)

SUB TOTAL 6671066 303665 6974731 42.77 6259065 300545 6559610 40.22 (2.54)(B) (2)TOTALPUBLICSHARE 6671066 303665 6974731 42.77 6259065 300545 6559610 40.22 (2.54)HOLDING(B)=(B)(1)+(B)(2)

TOTAL(A)+(B) 16003735 304965 16308700 100 16008155 300545 16308700 100 0

25


OLYMPIC CARDS LlD

I SHARESHELD BY I ICUSTODIANSANDAGAINST 0 0 0 0 0 0 0 0 0WHICHDEPOSITORYRECEIPTSHAVEBEENISSUED

Promotor and 0 0 0 0 0 0 0 0 0PromoterGroup

Public 0 0 0 0 0 0 0 0 0

TOTALCUSTODIAN (C) 0 0 0 0 0 0 0 0 0

GRANDTOTAL 16003735 304965 16308700 100 16008155 300545 16308700 100 0(A)+(B)+(C)

ii) SHAREHOLDING OF PROMOTERS:

Sl.No Shareholder's Shareholding at the beginning of Shareholding at the end of the yearName the year %%of %of change

% of total Shares % of total Shares in shareNo. of Shares of Pledged / No. of Shares of Pledged/ holdingShares the encumbe Shares the encumbe during

red to red to the yearcompany total company totalshares shares

1 H.NOORMOHAMED 5359718 32.8642 133334 5569218 34.1487 133334 1.28

2 S.JARINA 793291 4.8642 - 793291 4.8642 - 0

3 N.MOHAMED - -FAlZAL 942845 5.7812 942845 5.7812 0

4 N.MOHAMED - -IQBAL 1039760 6.3754 1245381 7.6363 1.26

5 N.MOHAMED - -SALEEM 438360 2.6879 438360 2.6879 0

6 N.MOHAMED - -RIZWAN 726235 4.4530 726235 4.4530 0

7 N.ASRAFALI 7800 0.0478 - 7800 0.0478 - 08 S.HARRONEL - -

RASHEED 4160 0.0255 4160 0.0255 09 H.FARIDA 20500 0.1257 - 20500 0.1257 - 010 AMEERALINA 1300 0.0079 - 1300 0.0079 - 0

Total 9333969 57.2330 9749090 59.7782 2.54

26


OLYMPIC CARDS LlD

iii) CHANGE IN PROMOTERS' SHAREHOLDING:

Shareholding at the Cumulativebeginning of the year Shareholding

during the year%of %oftotal total

SI. Name of the Share holder No of shares of No of shares ofNo. shares the shares the

company company1 H NOOR MOHAMED

At the beginning of the year 01-Apr-2015 5359718 32.86 5359718 32.86Purchases during the year 209500 1.29 5569218 34.15At the end of the Year 31-Mar-2016 5569218 34.15 5569218 34.15

2 N MOHAMED FAIZALAt the beginning of the year 01-Apr-2015 942845 5.78 942845 5.78At the end of the Year 31-Mar-2016 942845 5.78 942845 5.78

3 SJARlNAAt the beginning of the year 01-Apr-2015 793291 4.86 793291 4.86At the end of the Year 31-Mar-2016 793291 4.86 793291 4.86

4 N MOHAMED IQBALAt the beginning of the year 01-Apr-2015 1039760 6.38 1039760 6.38Purchases during the year 205621 1.26 1245381 7.64At the end of the Year 31-Mar-2016 1245381 7.64 1245381 7.64

5 N MOHAMED SALEEMAt the beginning of the year 01-Apr-2015 438360 2.69 438360 2.69At the end of the Year 31-Mar-2016 438360 2.69 438360 2.69

6 MOHAMMED RlZWANAt the beginning of the year 01-Apr-2015 726235 4.45 726235 4.45At the end of the Year 31-Mar-2016 726235 4.45 726235 4.45

7 HFARIDAAt the beginning ofthe year 01-Apr-2015 20500 0.12 20500 0.12At the end of the Year 31-Mar-2016 20500 0.12 20500 0.12

8 ASRAFALIAt the beginning of the year 01-Apr-2015 7800 0.04 7800 0.04At the end of the Year 31-Mar-2016 7800 0.04 7800 0.04

9 S HAROON EL RASHEEDAt the beginning of the year 01-Apr-2015 4160 0.02 4160 0.02At the end of the Year 31-Mar-2016 4160 0.02 4160 0.02

10 AMEERALINAAt the beginning of the year 01-Apr-2015 1300 0.01 1300 0.01At the end of the Year 31-Mar-2016 1300 0.01 1300 0.01

27


OLYMPICCARDSLlD

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

Shareholding at the Cumulative shareholding

SI.beginning of the year during the year

No. For each of top ten Shareholders % of total % oftotaiNo.of shares of the No.of shares of theshares sharesCompany company1 KAMALESH SHANTILALJ JAIN

At the beginning of the year 500131 3.0666 500131 3.0666

Sales during the year 500131 3.0666 0 0At the end of the year 0 0 0 0

2 SUJATHAAMEHTAAt the beginningof the year 367932 2.2560 367932 2.2560

At the end of the year 367932 2.2560 367932 2.2560

3 GUiNESS SECURITIESLIMITEDAt the beginningof the year 330371 2.0257 330371 2.0257Purchasesduringthe year 1000 0.0061 331371 2.0318Salesduringthe year 331121 2.0303 250 0.0015At the end of the year 250 0.0015 250 0.0015

4 SPARKLE SECURITIESSOLUTIONS PVT LTDAt the beginningof the year 284000 1.7414 284000 1.7414Purchasesduringthe year 0 0 284000 1.7414Salesduringthe year 284000 1.7414 0 0At the end of the year 0 0 0 0

5 sunara KUMAR BOTHRAAt the beginningof the year 120000 0.7358 120000 0.7358At the end of the year 120000 0.7358 120000 0.7358

6 M.smKARAt the beginningof the year 115000 0.7051 115000 0.7051Purchasesduringthe year 74994 0.4598 189994 1.1649Salesduringthe year 115000 0.7051 74994 0.4598

At the end of the year 74994 0.4598 74994 0.45987 SHWETA MlTTAL

At the beginningof the year 105875 0.6491 105875 0.6491At the end of the year 105875 0.6491 105875 0.6491

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OLYMPIC CARDS LlD

8 GADANA PROPERTIES LLP


Purchases during the year 15293 0.0937 119700 0.7339

Sales during the year 119700 0.7339 0 0At the end of the year 0 0 0 0

9 MREKHA


Purchases during the year 0 0 0 0At the end of the year 103809 0.6365 103809 0.6365

10 MANGALA PRAFULLPAGARIYAAt the beginning of the year 101725 0.6237 101725 0.6237At the end of the year 101725 0.6237 101725 0.6237

11 REKIIA GADHIYA

1At the beginning of the year 1100000 1 0.6131 100000 1 0.6131 1

Purchases during the year 119700 0.7339 219700 1.3471

At the end of the year 219700 1.3471 219700 1.347112. GLOBE CAPITAL MARKET

LTDAt the beginning of the year 101201 0.6205 101201 0.6205

I Purchases during the yearI

219531

I1.3461 320732

I1.9666

ISales during the year 113532 0.6961 207200 1.2704At the end of the year 207200 1.2704 207200 1.2704

13 NEETHAJAIN

At the beginning of the year 0 0 0 0Purchases during the year 192751 1.1818 192751 1.1818At the end of the year 192751 1.1818 192751 1.1818

14 MARK CORPORATIONPRIVATE LIMITEDAt the beginning of the year 0 0 0 0Purchases during the year 150000 0.9197 150000 0.9197At the end of the year 150000 0.9197 150000 0.9197

29


OLYMPICCARDSLlD

15 VICKY ELECTRONICSPVT.LTD.At the beginning of the year 0 0 0 0Purchases during the year 134000 0.8216 134000 0.8216

At the end of the year 134000 0.8216 134000 0.821616 INDIANIVESH SECURITIES

LIMITEDAt the beginning of the year 0 0 0 0Purchases during the year 125658 0.7704 125658 0.7704Sales during the year 7400 0.0453 118258 0.7251At the end of the year 118258 0.7251 118258 0.7251

v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIALPERSONNEL:

Shareholding at the Cumulative shareholdingbeginning of the year during the year

S.NO For each of Directors &KMP No. of % oftotai No. of % oftotai

shares shares of the shares shares of thecompany company

H.NOOR MOHAMMED

1 At the beginning of the year 5359718 32.86 5359718 32.86Purchases during the year 209500 1.29 5569218 34.15At the end of the year 5569218 34.15 5569218 34.15N.MOHAMED FAIZAL

2 At the beginning of the year 942845 5.78 942845 5.78At the end of the year 942845 5.78 942845 5.78S.JARlNA

3 At the beginning of the year 793291 4.86 793291 4.86At the end of the year 793291 4.86 793291 4.86AMEERALI N. A.

4 At the beginning of the year 1300 0.Q1 1300 0.Q1At the end of the year 1300 0.Q1 1300 0.Q1K. RAFEE AHAMED

5 At the beginning of the year 0 0 0 0Sales during the year 0 0 0 0At the end of the year 0 0 0 0

30


V. INDEBTEDNESS-Indebtednessof the Company including interest outstanding/accruedbut not due for payment.

(Amount in f)Secured Loans Unsecured Dep Totalexcluding Loans osit Indebtednessdeposits

Indebtedness at thebeginning of the fmancialyear

374.849,349.24 29,359,014.87 404,208,364.11(i) Principal Amount ----

(ii) Interest due but not --------- ------------ ----- ---------------paid

(iii) Interest accuredbut not due --------- ------------ ----- ---------------

Total (i+ii+iii) 374,849,349.24 29,359,0154.87 ----- 404,208,364.11

Change m Indebtednessduring the fmancial year

a) Addition 330,832,789.34 15,405,583.49 ----- 346,238,372.83

b) Reduction 208,770,503.53 29,359,014.87 ----- 238,129,518.40

Net change 122,062,285.81 (13.953.431.38) ---- 108,108,854.43

Indebtedness at the end ofthe financial year(i) Principal 496,911,635.05 15,405,583.49 ---- 512,317,218.54

Amount

(ii) Interest due butnot paid --------- ------------ ----- ---------------

(iii) Interest accruedbut not due --------- ------------ ----- ---------------

Total (i+ii+iii) 496,911,635.05 15,405,583.49 ----- 512,317,218.54

31


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

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

SI.No. Particulars of Remuneration Name of Total AmountMDIWTDlManager

1. Gross Salary

a) Salary as per provisions 1.H.Noor Mohamed f. 6,00,000/-contained in section 17(1) Managing Directorof the Income tax Act1961 2. N. Mohamed f. 6,00,000/-

FaizalWhole Time Director

b) Value of Perquisites uls - -17(2) Income Tax Act,1961

c) Profits in lieu of salary - -under section 17(3)Income Tax,196l

2. Stock option - -

3. Sweat Equity - -

4. Commission - -- As % of profit- Others, specify

5. Others please specify - -

6.Total (A) 2 f. 12,00,000/-

Ceiling as per the Act - MinimumRemuneration

32


OLYMPIC CARDS LlD

B. Remunerationto other directors

81. Particulars of Remuneration Name of the director TotalNo.

Amount(Rs. )

1. Independent Directors:

A) Fee for attending I.Mr. Abdul Latif Ameer Ali ~ 20,000/-Board/Committee Independent DirectorMeetings

2.Mr. Ramanathan ~ 20,000/-LakshmananIndependent Director

3.Dr. 8. Amuthakumar ~ 20,000/-Independent Director

B) Commission -C) Others, please specify -

Total (1) 3 ~ 60,000/-

2. Other Non-executive -Directors:

A) Fee for attendingBoard/CommitteeMeetings

B) CommissionOthers, please specify

Total (2) - -Total (B)=(l +2) - ~ 60,000/-Totalmanagerial remuneration 3 ~ 60,000/-

Overall ceiling as per the Act - -

33


c. Remuneration to Key Managerial Personnel other than MD/ManagerlWTD

Remuneration Particulars of Name ofKMP Total AmounttoKeySI.NO RemunerationGross Salary

1a) Salary as perprovisions contained in

1. Mr. K.Rafee Ahammedsection 17(1) of the IncometaxAct, 1961 Company Secretary ~ 2,64,0001-

2. Mr. RamachandranDhanasekaran ~ 2,40,0001-(CPO)

b) Value of Perquisites -U/S 17(2) of the Income Tax -Act, 1961c) Profits in lieu of salary -Under section 17(3) of the -Income Tax Act, 1961

2 Stock option - -3 Sweat Equity - -

Commission -4 - As % of profit -

- Others, specify

5 Others please specify --

6 Total (A) 2 ~ 5,04,0001-Ceiling as per the Act - Not Applicable

34


OLYMPIC CARDS LlD

VI. Board Meetings&Attendance at Board meetings:

The Board of Directors met 4 times during the fmancial year and the dates are as follows:All the Directors were present at all the meetings (100%)

S.No Date of Board Board Strength No. of directorsMeeting present

1 27-05-2015 6 6

2 11-08-2015 6 6

3 14-11-2015 6 6

4 09-02-2016 6 6

VII. PENALTIES / PUNISHMENT/COMPOUNDINGOF OFFENCES, if any:

Nil

35


OLYMPICCARDSLlD

ANNEXURE - IIIT.MURUGAN, B.SC.,ACA.,ACS.,Company Secretary in Practice

M22-E, Sri Subah Colony,Munusamy Road, K.K. Nagar,Chennai - 600 078.Ph.: 23661875,[email protected]. [email protected]

Form No.MR-3SECRETARIAL AUDIT REPORT

FORTHEFINANCIALYEARENDED31-03-2016[Pursuant to section 204(1) of the CompaniesAct,2013 and ruleNo.9 of the Companies (AppointmentandRemuneration Personnel) Rules, 2014]

ToThe Members.Mis. Olympic Cards Limited

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and theadherence to good corporate governance by Mis 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 expressingmy opinion thereon.

Based on my verification of the books, papers, minute books, forms and return filed and otherrecords maintained by the company and also the information provided by the Company, its officers,agents and authorized representatives during the conduct of secretarial audit, I hereby report that inmyopinion, the company has, during the audit period covering the fmancial year ended on 31.03.2016,complied with the statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliance-mechanism in place to the extent, in themanner and subject to the reportingmade hereinafter:

I have examined the books, papers, minute books, forms and Returns filed and other recordsmaintained byMis. OLYMPICCards Limited for the fmancial year ended on 31.03.2016 according totheprovisions of;

(i) TheCompaniesAct, 2013 (theAct) and the rulesmade there under;(ii) The SecuritiesContracts (Regulation)Act,1956('SCRA') and the rulesmade there under(iii) TheDepositoriesAct, 1996and the Regulations andBye-laws framed there under;(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange

Board of IndiaAct , 1992(' SEBIAct'):-

(a) The SecuritiesandExchangeBoard ofIndia (SubstantialAcquisition of Shares andTakeovers)Regulations, 2011 ;

(b) The SecuritiesandExchangeBoard ofIndia (Prohibition of InsiderTrading)Regulations, 2015.

(c) The SecuritiesandExchangeBoard ofIndia (Registrars to an Issue and ShareTransferAgents) Regulations, 1993regarding the CompaniesAct and dealingwith client;

(d) The SecuritiesandExchangeBoard ofIndia (ListingObligations andDisclosureRequirements) Regulations, 2015.

36


(v) The other laws specifically applicable to this company are as follows:(a) FactoriesAct 1948,(b) IndustrialDisputeAct 1947,(c) ShopsandEstablishmentAct

Other than the laws specifiedabove, the company is not coveredunder any Sectoral Specific laws.

Ihave also examined compliancewith the applicable clauses of the following:

(i) Listing agreement entered intoby the Companywith Bombay StockExchange.

(ii) Secretarial Standard on Meeting of the Board of Directors (SS-I) and GeneralMeetings (SS-2) Issued by The Institute of Company Secretaries of India (ICSI).

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

I further report that, therewereno actions/events inpursuance of:

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

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

c) The Securities and Exchange Board ofIndia (Buyback of Securities) Regulations 1998;

d) The securities andExchangeBoard ofIndia (Issue ofCapital andDisclosureRequirements) Regulations, 2009.

e) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999,

requiring compliance thereofby the company during the financial year.

I further report that, based on the information provided by the Company, its officers and authorizedrepresentative during the conduct of audit, inmy opinion, adequate systems and processes and controlmechanism exist in the company tomonitor and ensure compliance with general laws like Labour andenvironmental 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.

37


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 IndependentDirectors. The changes in the composition oftheBoard of Directors that took place during the period under reviewwere carried out in compliancewiththeprovisions oftheAct.

Adequate notice is given to all directors to schedule theBoardMeetings, agenda and detailednotes onagenda were sent at least Seven days in advance, and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda Itemsbefore themeeting and formeaningful participatingat themeeting.

As per theminutes ofthe meetings duly recorded and signedby the chairman, the decision of the Boardwere unanimous andno dissentingviewshavebeen expressed.

I further report that there are adequate systems and processes in the company commensurate withthe size andOperations of the company tomonitor and ensure compliancewithApplicable laws, rules,regulations and guidelines.

I further report that during the audit period there were no other specific events/actions in pursuanceof the above referred laws, regulations, guidelines etc. having a major bearing on the Company'saffairs.


Sd/-T.Murugan

PracticingCompany SecretaryMembershipNo:A11923/C.P.No.4393

38


OLYMPIC CARDS LlD

ANNEXURE-IV

FORM NO AOC-2

Form for disclosure of particulars of contracts/ arrangements entered into by the company withrelated parties referred to in sub-section (1) of section 188 of the CompaniesAct, 2013 includingcertain arms length transactions under third proviso thereto.

(Pursuant to clause (h) of subsection (3) of section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules, 2014)

1. Details of Contracts/ Arrangements/transactions not at arm's length basis

(a) Name(s) of the related party & nature of relationship

NIL

(b) Nature of contracts/arrangements/transactions

(c) Duration of contracts/arrangements/transactions

(d) Salient terms of contracts/arrangements/transactions includingthe value, if any

(e) Justification for entering into such contracts/arrangements/transactions

(f)Date(s) of approval by the board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meetingas required under first proviso to section 188.

2. Details of Contracts/ Arrangements/ transactions at arm's length basis:

S.No. Name of Nature ofContract Amount Duration Date(s)of AmountRelated party/ (Rs) of approval by the paid asNature of contract board advances, ifRelationship any: (Rs)Mr.H.Noor Rentpaid:Mohamed, 1)No.195,N.S.CBose 14,40,478 5years 1.5.2013 10,80,000Managing Road,Chennai600001. fromDirector 5.8.2013

2)No.52, 2,73,444 5years 27.1.2014 1,25,000MalayaperumalSt., fromChennai-600001. 1.2.2014

39


OLYMPIC CARDS LlD

3) ShopNos.7/1 & 7/2, 5 yearDee Cee Complex, F 2,050,830 from 30.11.2013 15,00,000Block, Door No.37&38, 1.1.2014IIAvenue, Anna NagarEast, Chennai-600 102

4) No.957, Raja Street, 3,41,805 5 years 27.1.2014 83.000Coimbatore-641 001 from

1.2.2014.

1. 5) No.9, Chinnathambi 41,017 5 years 27.1.2014 1,25,000Street, Chennai 600 001. from

1.2.2014

6).No.10, Chinnathambi 2,73,444 5 years 27.1.2014 1,25,000Street, Chennai 600 001. from

1.2.2014

7) Old No.20, New 4,55,740 5 years 30.11.2013 6,66,667No.49, S.R.P.Koil fromStreet(North), 1.1.2014Peravallur, Chennai-600080.

------------- -----------48,76,758 37,04,667

Mr.N.Mohamed Rent Paid:Iqbal I) No.195, N.S.C Bose 7,20,239 5years 1.5.2013 5,40,000

S/o. Mr. H. Noor Road,Chennai 600 001. from

Mohamed, 5.8.20132. Managing 2) Old No.20, New

Director No.49, S.R.P.Koil 4,55,740 5 years 30.11.2013 6,66,666Street(North), fromPeravallur, Chennai- 1.1.2014600080. ------------- ------------

11,75,979 12,06,666

Mr.N.Mohamed Rent Paid:Faizal,Whole Time I) No.195, N.S.C Bose 7,20,239 5years 1.5.2013 5,40,000Director, Road,Chennai 600 001. from

3. S/o. Mr. H. Noor 5.8.2013Mohamed, 2) Old No.20, NewManaging No.49, S.R.P.Koil StreetDirector (North), Peravallur, 4,55,740 5 years 30.11.2013 6,66,667

Chennai-600080. from1.1.2014

------------- ---------------

11,75,979 12,06,667

40


OLYMPIC CARDS LlD

Olympic Plastic Rent Paid: 24,000 5 years 27.1.2014 2,00,000Products- Plot No.4, Vyasarpadi fromPartners: Co-operative Industrial 1.2.20141.Mr. H.Noor Estate, Vyasarpadi,

4. Mohamed. Chennai-6000392.Mr.N.MohamedFaizal.3.Mr.N.MohamedIqbal.

Mrs. S.Jarina, Rent Paid 7,20,240 5years 1.5.2013 5,40,000Director, No.195, N.S.C Bose from

5. W/o. Mr. H. Noor Road, Chennai 600 001. 5.8.2013Mohamed,ManagingDirector

For and on behalf of the Board


H. NOOR MOHAMEDCHAIRMAN

41


OLYMPICCARDSLlD

ANNEXURE-V

FORM-A

Statement of Particulars of Conservation of Energy, Technology Absorption, Foreign ExchangeEarnings and Outgo pursuant to the Companies (Accounts) Rules, 2014.

A. Power and Fuel Consumption As on 31.03.2016 As on 31.03.2015

01. Electricity

(a) PurchasedUnits 1,773,285 14,28,317Total Amounuf) 10,639,708 85,69,900Rate/unit ff) 6 6

(b) Own GenerationThrough Diesel generatorsUnits NIL NIL

Unit per-liter of Diesel oil

CostlUnit NA NA02. Coal NA NA

03. Furnace Oil NA NA

04. Others~ 377,769 1,356,300

Consumption per unit of Production. NA NA

Capital investment on EnergyConservation equipment ~ NIL 3,85,66,099.53

Steps taken or impact on conservation of energy:Steps taken to conserve energy wherever possible.Steps taken by the Company for utilising alternate source of energy:Solar Power project has been installed.

42


OLYMPIC CARDS LlD

FORM-B

(Form for disclosure of particulars with respect to Technology Absorption)

I B.TECHNOLOGY ABSORPTION NIL NIL

As on As on31.03.2016 31.03.2015

Research and Development (R&D): NIL NILExpenditure on R&D: NIL NILTechnology Absorption, Adoption andInnovation: NIL NIL

FORM-C

FOREIGN EXCHANGE EARNINGS ANDOUTGO:

As on 31.03.2016 As on 31.03.2015~ ~

a. Total Foreign Exchangeearned 20,19,218 11,40,128

h. Foreign Exchange outgo NIL 63,36,983

43


OLYMPICCARDSLlD

ANNEXURE-VIOLYMPIC CARDS LIMITED

REPORT ON CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCEThe Company makes it a point to comply with the requirements of the Code of Corporate Governance(Code) introduced by the Securities and Exchange Board ofIndia(SEBI) and incorporated under SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 (w.e.f. December 1, 2015) in allmaterial aspects, stipulated for listed companies. The company also makes it a point to comply with allthe applicable legal provisions in letter and spirit.

The following is the report on the practices of the company on major aspects of corporate governance:

2. BOARD OF DIRECTORS AND ITS COMPOSITION

At present the Board is functioning with three non-independent members and three independent directors.Physical Attendance of each Director since April 2015 at the Board Meetings and the last AGM.

Name of the Category No. of No. of Attendance No. of No. of Chairman-Director Board outside at the Equity ship & Member-

Meetings Director- lastAGM Shares ship in othership held committees of the

Attended 1 held BoardPercentage ChairmanMember

l.Mr.H. Noor Managing 4/4 - Yes 5569218 NIL 1Mohamed Director- (100%)

Executive- NonIndependent

2. Mr.N. Mohamed Whole-TimeFaizal Director- 4/4 - Yes 942845 NIL NIL

Executive- Non (100%)Independent

3.Mrs. S.JarinaNon-Executive 4/4 - Yes 793291 NIL NILNon-Independen (100%)

4. Mr. Abdul Latif Director- NonAmeer Ali Executive- 4/4 - Yes 1300 2 3

Independent (100%)5.MrRamanathan Director-NonLakshmanan Executive - 4/4 - Yes NIL 1 4

Independent (100%)

Director-Non6.Dr.S. Amuthakumar Executive - 4/4 - Yes NIL NIL 5

Independent (100%)

None of the directors is a member of more than ten board level committees or a Chairman of morethan five such committees.Mr.N.Mohamed Faizal, Director is the son of Mr.H.Noor Mohamed, Managing Director.Mrs.S.Jarina, Woman Director is the wife of Mr.H.Noor Mohamed, Managing Director.The Independent Directors are not related to each other or not related to the other Directors.Details of familiarization programme is available in the Company's website:www.oclwed.com

44


OLYMPIC CARDS LlD

3. BOARD MEETINGS:

The total number of Board Meetings held from 01.04.2015 to 31.03.2016 was 4 on the followingdates:

S.No Date of Board Board Strength No. of directorsMeeting Present

1 27-05-2015 6 6

2 11-08-2015 6 6

3 14-11-2015 6 6

4 09-02-2016 6 6

4. MEETINGS OF INDEPENDENT DIRECTORS:

Pursuant to the provisions of Companies Act, 2013 read with Ru1esmade there under and the SEBI(LODR)Regulations, 2015 the Company's Independent Directorsmeet at least once ayear without thepresence ofExecutiveDirector ormanagement personnel.

Such meetings are conducted to enable Independent Directors to discuss matters pertaining to theCompany's affairs and put forth their views to the Chairman of the Board. The Chairman takesappropriate steps to present their views to theBoardMembers.

5.AUDIT COMMITTEE:

A. Termsof reference andComposition, of theMembers andChairman:

TheAudit Committee consists ofMr.Abdu1LatifAmeer Ali, Chairman,Mr.RamanathanLakshmananand Dr. S.Amuthakumar, independent directors and Mr. H.Noor Mohamed, Managing Director asmembers. The audit committee met 4 times during the year on 27.05.2015; 11.08.2015; 14.11.2015&09.02.2016.All thememberswere present at all themeetings.

Mr.K. RafeeAhammed, Company Secretary is the Secretaryof the Committee.

The primary objective of the audit committee is to monitor and provide an effective supervision of theManagement's financial reporting process, to ensure accurate and timely disclosures, with the highestlevels of transparency, integrity and quality of financial reporting. The audit committee oversees thework carried out in the financial reporting process by the management, the internal auditors and theindependent auditors and notes the process and safeguards employed by each of them. The auditcommittee has the ultimate authority responsibility to select, evaluate and,where appropriate, replacethe independent auditors in accordance with the law.All possible measures must be taken by the auditcommittee to ensure the objectivity and independence of the independent auditors.

All recommendationsmade by the audit committee during the yearwere acceptedby theBoard.

45


6. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The companyhas a StakeholdersRelationship Committee thatwhichmeets according to the necessity.The Stakeholders Relationship Committee consists of Ramanathan Lakshmanan(Chairman of thecommittee), Capt.N.A.AmeerAli andDr. S.Amuthakumar,directors (all independent) asmembers tolook into all the communications received from the shareholders, and complaints received from stockexchanges. Nomeetingwas held during theyear under review.The shares received are usually transferred within a period of 10 to 15 days from the date of receipt,subjectto their validity.

Nomination Facility: Investors are eligible to file their nomination against shares held under physicalmode.

The facility of nomination is not available to non-individuals shareholders such as societies, trust,bodies corporate,Karta ofHinduUndivided Families andholders of Power ofAttomey.

Investors are advised to avail this facility, especially investors holding securities in single name, toavoid the process of transmission by law. Investors holding shares in electronic form, the nominationhas to be conveyed to yourDepository Participants directly,asper the formatprescribedby them.

7.NOMINATION ANDREMUNERATION COMMITTEE:

The Nomination and Remuneration Committee consists of Mr.Abdul Latif Ameer Ali (Chairman ofthe committee),Mr.Ramanathan Lakshmanan andDr. S.Amuthakumar, directors(all independent) asMembers to fix salary allowances and other perks to senior level personnel as andwhen appointedbythe Company. The Committeemet on09-02-2016.

REMUNERATION POLICY:

The Remuneration Policy of the Company for the managerial personnel is based on the performancepotential andperformance ofthe individual/personnel.

CEO/CFO CERTIFICATION by Mr. H. Noor Mohamed, Managing Director & Chief ExecutiveOfficer and Mr. R. Dhanasekaran, Chief Financial Officer as required by SEBI (LODR) Regulations2015wasplaced before theBoard at itsmeetingheld on 25.05.2016.

REMUNERATION PAID TO DIRECTORS &KEYMANAGERIAL PERSONNEL:The Nomination & Remuneration Committee recommends the remuneration paid to Directors &KMP'S which is approved by the Board of Directors & where necessary further approved by theshareholders throughOrdinary or SpecialResolution as applicable.

Where, in any financial year during the currency of the tenure of the appointee the company has noprofits or its profits are inadequate the company will pay the remuneration as determined by theNomination & Remuneration Committee subject to the ceilings prescribed under Schedule V of theCompaniesAct, 2013.

46


Details of Remuneration paid! payable to Executive Directors and Key Managerial Personnel!Directors during the period under review is as follows:

Amount (inName Designation ~Per

Annum

ManagingMr. H.Noor Mohamed Director 6,00,000

Mr. N. Mohamed Faizal Whole Time Director 6,00,000

Mrs. S. Jarina Director ----

Mr. K.Rafee Ahamed Company Secretary 2,64,000

Mr. RamachandranDhanasekaran Chief Financial Officer 2,40,000

Non Executive and Independent Directors' Remuneration:No Remuneration was paid to Non-Executive and Independent Directors.Only Sitting Fee was paid to Non-Executive Independent Directors.

Amount(in~Name Per Annum

(Sitting Fees)Mr. Abdul Latif Ameer Ali 20,000

Mr. Ramananthan Lakshmanan 20,000

Dr.S. Amuthakumar 20,000

The Company has Internal Complaints Committee and Whistle Blower Committee.Number of Meetings held: Nil8. ANNUAL GENERAL MEETINGS:

Year &Meeting Date Time Venue

2012-13 AG.M 24-09-20163 3.00P.M Narada Gana Sabha Trust,Tuesday Mini Hall,

314, T.T.K.Road, Chennai-600018

2013-14AG.M 11.09.2014 3.00P.M "Sri Thyaga Brahma Gana Sabha",Thursday Vani Mahal, 103, G.N.Chetty Road,

T.Nagar, hennai-600017

2014-15 AG.M 15.09.2015 3.00P.MNarada Gana Sabha Trust,Mini Hall,

Tuesday 314, T.T.K.Road, Chennai-600018

47


OLYMPICCARDSLlD

Whether any

Date ofAGMI EGM Special ParticularsResolutionPassed

21.09.2012(AGM) Special Resolution was passed for theappointment of Mr. N. Mohamed Iqbal as

Yes Whole-Time Director of the Company.

21.09.2012(AGM) Special Resolution was passed for theappointment of Mr. N. Mohamed Faizal as

Yes Whole-Time Director of the Company.

24.09.2013 (AGM) No11.09.2014 (AGM) 1. Special Resolution was passed for the

appointment of Mr. H. Noor Mohamed asthe Managing Director.

2. Special Resolution was passed for thealteration of Articles of Association of thecompany.

Yes 3. Special Resolution was passed forincreasing the borrowing powers underSection 180( 1)(c) of the Companies Act,2013 to Rs.250 Crores.

4. Special Resolution was passed forcreating charge to the tune ofthe borrowingpowers under Section 180(1) (a) of theCompanies Act, 2013.

15-09-2015 (AGM) Special Resolution was passed for the re-Yes appointment Mr. N. Mohamed Faizal,

Whole time Director (3 years from 01-12-2015).

No Special Resolution was passed through Postal Ballot during last year. No Special Resolutionrequiring voting by Postal Ballot is included in the Notice convening the ensuing 24thAnnual GeneralMeeting ofthe Company.

48


OLYMPIC CARDS LlD

9.DISCLOSURES:

1. There were no materially significant related party transactions that had potential conflict with theinterests of the Company at large. Transactions in the ordinary course of business with the relatedparties are disclosed in theNotes toFinancial Statements.

2. There have been no instances of non-compliance by the Company on any matters related to thecapital markets nor have any penalties/strictures been imposed on the Company by the StockExchanges or SEBIor any other statutoryauthority on suchmatters.

3.The Companyhas laid downprocedures to inform the BoardMembers about the risk assessment andits mitigation, which is periodically reviewed to ensure that risk control, is exercised by theManagement effectively.

4.AManagementDiscussion andAnalysis Report hasbeen presented aspart ofthe Directors' Report.5.The Companyhas compliedwith all themandatory requirements stipulatedunder SEBI (LODR)

Regulations, 2015.6.TrainingofBoardMembers:Trainingto theDirectors isbeing provided by the Company.7.Mechanism for evaluating non-Executive Board Members: The Company has contemplated

methods for evaluationof the performance ofNon-ExecutiveDirectors.8.Whistele-Blower Policy: Whistle Blower Policy has been laid down. The Company has recognize

the importance of information and so access is available for any employee at any level to report tothe management about the unethical bahaviour, if any are suspected fraud bystaff/officers/suppliers/customersor any otherpoint of concern.

9. TheCompanyhas no subsidiary.10. MEANSOFCOMMUNICATION

Half -Yearly report sent to the eachhousehold of shareholder =No

QuarterlyResults =No. The results of the Company arePublished in thenewspapers.

=www.oclwed.comAnywebsitewhere displayed

Whether it is also displayed inOfficialnewspapers =No

Thepresentationmade to institutionalInvestors or to analysts =No

Newspaper inwhich results arenormally published =Business Standard (English) andMaalaiSudar (Tamil)

49


H._SHAREHOLDERS'INFORMATIONi.Date ofBook Closure:From 02ndSeptember,2016 to 08thSeptember,2016 (bothdays inclusive)

ii.Date &Venue of Meeting:Thursday,08thSeptember,2016,2.00 P.M.''NARADAGANASABHA(Regd), 'MINIHALL'No. 314,T.T.KRoad, Chennai-600018.

illDividend PaymentNIL (previousYear:Rs.0.50per Equity ShareofRs. 10/- each)

Unclaimed Dividends: Pursuant to Section 124 of the Companies Act, 2013 and other applicableprovisions and rules there under, dividends that are unpaid/unclaimed for a period of7 years from thedate they became due for payment are required to be transferred by the Company to the InvestorEducation and Protection Fund (IEPF). Given below are the dates of declaration of dividend andcorresponding dateswhenunpaid/unclaimed dividends are due for transfer to IEPF:

Year Type of Dividend Dividendper shareif)

Date ofDeclaration

Due date for transfer to IEPF

2013 FinalDividendonEquityShares 0.602014 Final Dividend onEquity Shares 0.702015 FinalDividendonEquityShares 0.50

24.09.201311.09.201415.09.2015

23.10.202018.10.202121.10.2022

Members who have so far not encashed their dividend warrants are requested to write the Company /Registrar to claim the same, to avoid transfer to IEPF. Members are advised that no claims shall lieagainst the saidFund or the Company for the amounts of dividend so transferred to the saidFund.

iv.Financial Calendars:

FinancialReporting forQuarter ending June 30, 2016- secondweek ofAugust, 2016;

Quarter ending September30,2016 - Secondweek ofNovember, 2016;

Quarter endingDecember 31,2016 - Secondweek ofFebruary,2017;

YearendingMarch 31,2017 - Lastweek ofMay,2017;&

Annual GeneralMeeting for the year endedMarch 31,2017 - in themonth of September2017.

v.Listing/Stock Code of equity shares:Bombay StockExchange Ltd. (BSE)-StockCode 534190.Listing feehas beenpaid to the aforesaid exchange.

50

~ ••• <f

(~, OLYMPIC CARDS LID~ A HOME FOR WEDDING CARDS

OLYMPIC CARDS LlD

vi. Registrar and Share Transfer Systems:

In due compliance with SEBI norms, the Company has entrusted the share transfer work bothphysical as well as electronic transfers to the transfer agents mentioned below:

MIS. CAMEO CORPORATE SERVICES LIMITED

Subramaniam Building, No.1, Club House Road,

Chennai 600 002

Phone No.044 -28460390 - 394; Fax: 044 - 28460129

Email: [email protected]; Web: www.cameoindia.com

vii. Secretarial Department

E-mailWebsite

: [email protected]: www.oc1wed.com

OLYMPIC CARDS LIMITED

195, N.S.C. Bose Road, Chennai - 600 001.CIN: L65993TN1992PLC022521Telephone : 044 - 2538 0652 /4292 1000Fax: 044 - 2539 0300

E-mail : [email protected]

COMPLIANCE OFFICER: Mr. K.Rafee Ahammed, Company Secretary

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

12. RECONCILIATION OF SHARE CAPITAL AUDIT

FURNISHED ONDESCRIPTION FREQUENCY FOR QUARTER TO THE STOCK

ENDED EXCHANGEReconciliation of 31-03-2016 16-04-2016Share Capital Auditto Stock exchange 31-12-2015 11-01-2016on reconciliation ofthe total admitted Quarterlycapital with 30-09-2015 13-10-2015NDSLlCDSL & thetotal issued & listedcapital. 30-06-2015 10-07-2015

51


Details of Capital Changes since Incorporation

AuthorizedYear Capital Paid - Up Capital

(Rupees)Date No. of Amount Paid up

Shares ~ Capital~1992 10,00,000 21.04.1992 20* 2000 2,000

1996 10.07.1996 9,980* 9,98,000 10,00,0001997 2,00,00,000 07.01.1997 1,00,000** 10,00,000 10,00,0001998 11.09.1998 13,500 1,35,000 11,35,000

29.10.1998 22,600 2,26,000 13,61,00006.11.1998 47,500 4,75,000 18,36,00016.11.1998 25,600 2,56,000 20,92,00011.12.1998 63,100 6,31,000 27,23,000

1999 02.01.1999 11,000 1,10,000 28,33,00022.03.1999 33,500 3,35,000 31,68,00022.06.1999 5,500 55,000 32,23,00013.12.1999 83,500 8,35,000 40,58,000

2000 16.03.2000 35,900 3,59,000 44,17,00023.03.2000 10,000 1,00,000 45,17,00014.04.2000 33,000 3,30,000 48,47,00025.07.2000 6,15,300 61,53,000 110,00,00004.08.2000 3,000 30,000 110,30,00019.10.2000 18,100 1,81,000 112,11,00031.10.2000 2,20,000 22,00,000 134,11,000

2001 30.04.2001 1,63,000 16,30,000 150,41,00031.08.2001 45,500 4,55,000 154,96,000

2002 01.03.2002 31,000 3,10,000 158,06,00030.06.2002 12,000 1,20,000 159,26,00016.09.2002 12,500 1,25,000 160,51,000

2003 16.06.2003(BuyBack) (5,37,124) (53,71,240) 106,79,760

2007 6,00,00,000 05.02.2007 1,12,500 11,25,000 118,04,76019.02.2007 1,15,000 11,50,000 129,54,760

* The Face Value of the Equity Shares were sub-divided from ~ 100 each to ~ 10 eachw.e.f.07.01.1997.

** Sub-division of Shares.

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OLYMPIC CARDS LlD

2008 7,00,00,000 25.01.2008 12,95,476 1,29,54,760 259,09,520

29.03.2008 4,61,000 46,10,000 305,19,520

31.03.2008 29,48,048 2,94,80,480 600,00,000

2009 06.01.2009 3,25,000 32,50,000 632,50,00018.12.2009 20,000 2,00,000 634,50,000

2010 17,00,00,000 01.06.2010 2,000 20,000 634,70,000

30.06.2010 6,000 60,000 635,30,00030.07.2010 2,00,000 20,00,000 655,30,000

28.08.2010 19,65,900 1,96,59,000 851,89,000

22.03.2012 77,89,800 7,78,98,000 16,30,87,000

1. Distribution of Shareholding as on 31.03.2016

Sl. Category No. ofHolders No. of Shares %ofNo. Holdin21. Promoters 3 6362509 39.012. Persons acting in concert 10 3386581 20.773. Mutual Funds - - -4. Corporate Bodies 38 894027 5.48

5. Resident Indians 1711 5635384 34.56

6. Non-Resident Indians 5 3699 0.02

7. ClearingMembers 4 26500 0.16GRAND TOTAL 1771 16308700 100.00

2. Range of Holding as on 31.03.2016

Shareholding/Shares Shareholders Shareholdings

Number % of Total Shares % of Total1 - 100 1035 58.4415 12374 0.0758

101 - 500 237 13.3822 67115 0.4115501 - 1000 89 5.0254 76812 0.47091001 - 2000 107 6.0417 166973 1.02382001 - 3000 32 1.8068 87191 0.53463001 - 4000 38 2.1456 126115 0.7732

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OLYMPICCARDSLlD

4001 - 5000 40 2.2586 191112 1.17185001 -10000 76 4.2913 545462 3.344610001- and 117 6.6064 15035546 92.1934above

Total 1771 100.0000 16308700 100.0000

Dematerialization of SharesShares comprising 98.15 % of the Paid up Capital have been dematerialized as on 31.03.2016.

Listing of Securities (Equity Shares): The shares of the company were listed at the BSE Ltd.The Stock Code - 534190.

Market Price Data and Share Price performance vis a vis indices:

Olympic CardsLimited ESE LTD INDEXMonth High Low Volume(No.} High Low

~ ~Apr-15 23.60 18.00 6,70,380 29094.61 26897.54

May-15 24.95 15.80 15,41,600 28071.16 26423.99

Jun-15 24.50 18.00 8,87,759 27968.75 26307.07Jul-15 23.00 15.10 8,65,107 28578.33 27416.39Aug-15 17.70 14.10 75,849 28417.59 25298.42Sep-15 15.90 13.00 1,84,523 26471.82 24833.54Oet-15 15.50 13.21 44,212 27618.14 26168.71Nov-15 16.58 12.82 3,54,797 26824.30 25451.42Dee-15 17.00 12.85 3,74,547 26256.42 24867.73Jan-16 15.80 13.70 1,44,209 26197.27 23839.76Feb-16 24.00 12.72 11,04,763 25002.32 22494.61

Mar-16 22.30 16.15 6,50,668 25479.62 23133.18

3. Outstanding GDRs! ADRs! Warrants! etc.There are no convertible instruments outstanding, which could increase the paid up equity capitalof the Company.

REGISTERED OFFICE:

No.195, N.S.C. Bose Road" Chennai-60000l;Phone No. 044-42921000; 25380652;Fax No.044-25390300E. Mai1:[email protected]: www.oc1wed.com

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OLYMPIC CARDS LlD

Address for Correspondence:

Investors may contact the Registrars and Share Transfer Agent for matters relating to shares,dividends,AnnualReportsand related issuesat the followingaddressviz.,MIS. CAMEOCORPORATESERVICES LIMITED, Subramaniam Building, No.1, Club House Road, Chennai - 600002;Phone No.044-28460390 & 28460718; Fax: 044 - 28460129; Email: [email protected]

For other general matters or in case of any difficulties/grievances, investors may contact: Mr.K.Rafee Ahammed, Company Secretary and Compliance Officer, at the Registered Office of theCompany at No.195, N.S.C. Bose Road, Chennai - 600001; Phone No. 044-42921000;25380652; Fax No.044-25390300; E-mail: [email protected]

Shareholders holding shares in Electronic mode should address all their correspondence to theirrespective Depository Participant

13.COMPLIANCE WITH DISCRETIONARY REQUIREMENTS:

1.TheBoard:There isnoNon-ExecutiveChairperson in the Company.

2. ShareHolders Rights:Will be followed in due course to send a half-yearly declaration of FinancialStatementsto eachhousehold of ShareHolders.

3. Modified Opinion(s) in Audit Report: There have been no audit qualifications on the financialstatements and the Company is under a regime ofunqualified fmancial statements.

4. Separateposts ofChairperson andChiefExecutive Officer:Willbe followed indue course.

5.Reporting ofIntemalAuditor directly to theAudit Committee: Being followed.

14.CEO ANDCFO CERTIFICATION:

As required by SEBI(ListingObligations and Disclosure Requirements) Regulations, 2015, CEO andCFOCertification isprovided in thisAnnualReport.

15.CODE OF CONDUCT:

In compliance with Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and the Companies Act, 2013, the Company has framed and adopted a Code ofConduct and Ethics ("the Code"). The Code is applicable to the Members of the Board, the ExecutiveOfficers and all employees ofthe Company.TheCode is available on ourWebsite:www.oclwed.com.

All Members of the Board, the Executive Officers and Senior Financial Officers have affirmedcompliance to the Codeas onMarch 31,2016.

A declaration to this effect, signed by the CEO and MD and the CFO, forms part of the CEO& CFOCertification.

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OLYMPICCARDSLlD

C.S.HARIHARAN & COChartered Accountants

"Bagirathi", Ground Floor, No.112/249,Royapettah High Road, Chennai - 600 014.Phone: 45000141/42, Fax: 28131718Emai1:[email protected]

Auditors' Certificate on Corporate Governance.

ToThe Members of Olympic Cards Limited.

We have examined the compliance of conditions of Corporate Governance by M/s. OlympicCards Limited for the year ended 31st March, 2016 as stipulated in clause 49 of the ListingAgreement("Listing Agreement") of the Company with the Stock Exchange for the period 1April, 2015 to 30 November, 2015 and as per the relevant provisions of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("ListingRegulations") as referred to in Regulation 15(2) of the Listing Regulations for the period 1December, 2015 to 31 March, 2016.

The compliance of conditions of Corporate Governance is the responsibility of the management.Our examination was limited to procedures and implementation thereof, adopted by theCompany for ensuring the compliance of the conditions of Corporate Governance. It is neither anaudit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us,we certify that the Company has complied with the conditions of Corporate Governance asstipulated in the above mentioned Listing Agreement/Listing Regulations, as applicable.

We further state that such compliance is neither an assurance as to the future viability of theCompany nor the efficiency or effectiveness with which the Management has conducted theaffairs of the Company.

For C.S.HARIHARAN & COChartered AccountantsFRN 001086S

C.S. HARIHARANPartner-M.No.216277


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OLYMPIC CARDS LlD

CEO and CFO certification

TheBoard ofDirectors,Olympic CardsLimited,Chennai.

DearMembers ofthe Board,

We,H.Noor Mohamed, Chief Executive Officer andManaging Director, and R. Dhanasekaran, ChiefFinancial OfficerofOlympicCards Limited, to thebest of ourknowledge andbelief, certify that:

1. Wehave reviewed the Balance Sheet, Statement of Profit and Loss and Cash Flow Statementof the Company and all the notes on accounts and the Board's report.

2. These statements donot contain anymaterially untrue statement or omit to state amaterial factnecessary to make the statements made, in light of the circumstances under which suchstatementsweremade, notmisleadingwith respect to theperiod coveredby this report.

3. The financial statements and other financial information included in this report, present in allmaterial respects a true and fair view of the Company's affairs, the financial condition, resultsof operations and cash flows of the Company as at, and for, the periods presented in this report,and are in compliance with the existing accounting standards and / or applicable laws andregulations.

4. There are no transactions entered into by the Company during the year that are fraudulent,illegal or violate the Company's Code of Conduct and Ethics except as disclosed to theCompany's auditors and the Company's audit committee ofthe Board ofDirectors.

5. We are responsible for establishing and maintaining disclosure controls and procedures andinternal controls over financial reporting for the Company,andwehave:

a. Designed such disclosure controls and procedures or caused such disclosure controls andprocedures to be designed under our supervision to ensure that material informationrelating to the Company, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is beingprepared.

b. Designed such internal control over financial reporting, or caused such internal controlover fmancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with Generally Accepted AccountingPrinciples (GAAP) in India.

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OLYMPICCARDSLlD

c. Evaluated the effectiveness of the Company's disclosure, controls andprocedures.

d. Disclosed in this report, changes, if any, in the Company's internal control over financialreporting that occurred during the Company's most recent fiscal year that has materiallyaffected, or is reasonably likely to materially affect, the Company's internal control overfmancial reporting.

6. Wehave disclosed,based on ourmost recent evaluation ofthe Company's internal control overfmancial reporting, wherever applicable, to the Company's auditors and the audit committeeof the Company'sBoard (andpersons performing the equivalent functions):

a. Any deficiencies in the design or operation of internal controls, that could adversely affectthe Company's ability to record, process, summarize and report financial data, and haveconfirmed that there have been no material weaknesses in internal controls over financialreporting including any corrective actionswith regard to deficiencies.

b. Any significant changes in internal controls during the year coveredby this report.

c. All Significant changes in accounting policies during the year, if any, and the same havebeen disclosed in the notes to the financial statements.

d. Any instances of significant fraud ofwhichwe are aware, that involve theManagement orother employeeswho have a significant role in the Company's internal control system.

7. We affirm that we have not denied any personnel access to the audit committee of theCompany (in respect of matters involving alleged misconduct) and we have providedprotection to whistleblowers from unfair termination and other unfair or prejudicialemploymentpractices.

8. We further declare that all Board members and senior management personnel have affirmedcompliancewith the CodeofConduct andEthics for the year coveredby this report.


H.NoorMohamedChiefExecutive Officer andManagingDirector

R.DhanasekharanChiefFinancial Officer

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OLYMPIC CARDS LlD

INDEPENDENT AUDITORS' REPORT

The Members of Olympic Cards Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Mis. Olympic Cards Limited(litheCompany"), which comprise the Balance Sheet as at March 31,2016, and the Statementof Profit and Loss and Cash Flow Statement for the year then ended, and a summary ofsignificant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) ofthe Companies Act, 2013 (lithe Act") with respect to the preparation and presentation ofthese standalone financial statements that give a true and fair view of the financial position,financial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India, including the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statements that give a true andfair view and are free from material misstatement, whether due to fraud or error ..

Auditors'Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standardsand matters which are required to include in the audit report under the provisions of the Actand the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143 (10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company's preparation of the financial

59


statements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made by theCompany's Directors, as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given tous, the financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2016;

(b) in the case of the Profit and Loss Account, of the loss for the year ended on that date;and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 (litheOrder") issued bythe Central Government of India in terms of sub-section (11) of section 143 of the Act,we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we reportthat:

a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books [and properreturns adequate for the purposes of our audit have been received from branches notvisited by us];

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt withby this Report are in agreement with the books of account [and with the returnsreceived from branches not visited by us];

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash FlowStatement comply with the Accounting Standards specified under Section 133 of theAct, read with Rule 7 of the Companies (Account) Rule, 2014

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e) On the basis of written representations received from the directors as on March 31,2016, and taken on record by the Board of Directors, none of the Directors isdisqualified as on March 31,2016, from being appointed as a Director in terms ofSection 164 (2)of the Act.

f) with respect to the adequacy of the internal financial controls over financial reportingof the Company and the operating effectiveness of such controls, refer to our separatereport in" Annexure B"; and

g) With respect to the other matters to be included in the auditors' report in accordancewith the rule 11 of the Companies (Audit and Auditors) Rule, 2014, in our opinionand to the best of our information and according to the explanations given to us:

i. The company does not have any pending litigations and thereforedisclosing impact on its financial positions in its financial statementsdoes not arise.

ii. The company does not have material foreseeable loss if any, on longterm contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to betransferred, to the investor education and protection fund by thecompany.

For C.S. HARIHARAN &CO.,

Chartered Accountants

Firm Regn. NO.001086S

C.S.HARIHARAN

(Partner)

M.No.216277

Chennai, May 25,2016

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OLYMPICCARDSLlD

ANNEXURE - A TO THE AUDITORSI REPORT

1. As required by the Companies (Auditor's Report) Order, 2016 issued by the CentralGovernment in terms of Section 143 (11) of the Companies Act, 2013 we enclose in theannexure a statement on the matters specified in the paragraph 3&4 of the said order and onthe basis of the information and explanations given to us and the books and recordsexamined by us in the normal course of our audit and to the best of our knowledge and belief,we report that:

i) Inrespectof FixedAssets:

(a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

(b) The fixed assets were physically verified during the year by the managementin accordance with a phased programme of Verification, which, in ouropinion, provides for physical Verification of all fixed assets at reasonableintervals having regard to the size of the Company, nature and value of itsassets. According to the information and explanations given to us, nomaterial discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis ofour examination of the records of the Company, the title deeds of immovableproperties are held in the name of the company.

ii) Inventory:

(a) As explained to us, inventories were physically verified during the year bythe management at reasonable intervals.

(b) In our opinion and according to the information and explanations given tous, the procedures of physical verification of inventory followed by theManagement were reasonable and adequate in relation to the size of theCompany and the nature of its business.

(c) In our opinion and according to the information and explanations given tous, The Company has generally maintained proper records of its inventoriesand no material discrepancies were noticed on physical verification.

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OLYMPIC CARDS LlD

iii) LoansGranted:

The Company has not granted any loans, secured or unsecured, tocompanies, firms or other parties covered in the Register maintained underSection 189 of the Companies Act, 2013 and accordingly, the provisions ofClause (iii)ofparagraph 3of the Order are not applicable to the Company.

iv) Loans,Investments,Guarantees& Securities:

In our opinion and according to the Information and Explanations given tous, provisions of Section 185 and 186 of the Companies Act, 2013 are notapplicable to the Company with respect to the Loans, Investments,Guarantees & Securities made. Reporting on the matters specified in Clause3 (iv) of the Companies (Auditor's Report) Order 2016are not applicable tothe Company.

v) DepositsfromPublic:

According to the information and explanations given to us, the Company hasnot accepted any deposits from the public during the financial year underreport within the meaning ofsections 73to 76or any other relevant provision ofthe Companies Act,2013and rules framed there under.

vi) CostRecords:

Wehave broadly reviewed the books of accounts maintained by the companypursuant to the rules made by the Central Government for the maintenance ofcost records under section 148 of the Companies Act, 2013 and are of theopinion that prima facie,the prescribed accounts and records have beenmadeand maintained. We have however not made a detailed examination of thecost records with a view to determine whether they are accurate andcomplete.

vii) Statutorydues:

a) According to the information and explanations given to us and therecords of the Company examined by us, the Company is generallyregular in depositing undisputed statutory dues, including ProvidentFund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax,Custom Duty, ExciseDuty, Cessand any other material statutory dues.

b) We are informed that there are no dues of Sales tax, VAT, Income taxdeducted at source, which have not been deposited on account of anydispute.

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OLYMPICCARDSLlD

viii) Default in repayment of dues:

Basedon our audit procedures and according to information and explanationgiven to us, we are of the opinion that the Company has not defaulted inrepayment ofdues toFinancial Institutions and banks, Government.

ix) Initial Public Offer/Further Public Offer and Term Loans:

a) Company has not made any Initial Public Offer / Further Public Offer andas such the question of their application dues does not arise.

b) In our opinion and according to the information and explanations given tous, the term loans have been applied by the Company during the year forthe purpose forwhich they were obtained.

x) Frauds:

To the best of our knowledge and belief, and according to the information andexplanations given to us, and considering the sizeand nature of the Company'soperations, no fraud of material significance on the Company or no fraud bythe Company has been noticed or reported during the year.

xi) Managerial Remuneration:

According to the information and explanations given to us and based on ourexamination of the records of the Company, the Company has paid/providedfor managerial remuneration in accordance with the requisite approvalsmandated by the provisions ofsection197read with ScheduleVto the Act.

xii) Nidhi Company

Since the Company is not a Nidhi Company, reporting on the mattersspecified in clause 3 (xii)of the Companies (Auditor's Report) Order, 2016arenot applicable to the Company.

xiii) Related Party Transactions

According to the information and explanations given to us and based on ourexamination of the records of the Company, transactions with the relatedparties are in compliance with sections 177 and 188 of the Act whereapplicable and details of such transactions have been disclosed in thefinancial statements as required by the applicable Accounting Standards.

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OLYMPIC CARDS LlD

xiv) Preferential Allotment

Since the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the yearunder audit, hence reporting on the matters specified in clause 3 (xiv) of theCompanies (Auditor's Report) Order, 2016 are not applicable to theCompany.

xv) Non Cash Transactions

Since the Company has not entered into any non-cash transactions withDirectors or persons connected with them, reporting on the matters specifiedin Clause 3 (xv) of the Companies (Auditor's Report) Order, 2016 are notapplicable to the Company.

xvi) Registration under section 45-IA

Since there is no requirement for the Company of being registered undersection 45 - IA of Reserve Bank of India Act, 1934, reporting on the mattersspecified in clause 3 (xvi) of the Companies (Auditor's Report) Order, 2016isnot applicable to the Company.

For C.S. HARIHARAN &CO.,CHARTERED ACCOUNTANTSFirm's Registration No: 001086S

C.S.HARIHARANPartnerMembership Number: 216277Chennai,25th May 2016

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OLYMPICCARDSLlD

Annexure - B to the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act, 2013 (lithe Act")

We have audited the internal financial controls over financial reporting of OLYMPICCARDS LIMITED (lithe Company") as of 31 March 2016 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteria establishedby the Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls over Financial Reporting issued bythe Institute of Chartered Accountants of India CICAI'). These responsibilities include thedesign, implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its business, includingadherence to company's policies, the safeguarding of its assets, the prevention and detectionof frauds and errors, the accuracy and completeness of the accounting records, and the timelypreparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls overfinancial reporting based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls over Financial Reporting (the"Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to anaudit of internal financial controls, both applicable to an audit of Internal Financial Controlsand, both issued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operated effectivelyin all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reporting, assessingthe risk that a material weakness exists, and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selected dependon the auditor's judgment, including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error.

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We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system overfinancial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance that transactionsare recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts and expenditures of the companyare being made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition, use, or disposition of the company's assets that could have amaterial effect on the financial statements.Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting,including the possibility of collusion or improper management override of controls, materialmisstatements due to error or fraud may occur and not be detected. Also, projections of anyevaluation of the internal financial controls over financial reporting to future periods aresubject to the risk that the internal financial control over financial reporting may becomeinadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.Opinion

In our opinion, the Company has, in all material respects, an adequate internal financialcontrols system over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31 March 2016, based on the internal control overfinancial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants of India

For C.S. HARIHARAN & CO.,CHARTERED ACCOUNTANTSFirm's Registration No: 001086S

C.S.HARIHARANPartnerMembership Number: 216277Chennai, 25th May 2016

67

OLYMPIC CARDS LTDA HOME FOR WEDDING CARDS

M/S.OL YMPIC CARDS LIMITEDRegistered Office: No.195, N.S.C. Bose Road, Chennai - 600 001.

BALANCE SHEET

Balance Sheet as at 31st March, 2016 Note Year Ended 31st March 2016 Year Ended 31st March 2015No

Particulars f fEQUITY AND LIABILITIESShareholders' Funds(a) Share Capital 2 163,087,000 163,087,000(b) Reserves and Surplus 3 182,313,212 216,373,878

Total Shareholder's Funds 345,400,212 379,460,878Non-current Liabilities(a) Long-Term Borrowings 4 382,535,062 318,294,539(b) Defrred Tax Liabilities (Net) 5 34,215,311 21,892,634(c) Other Long Term Liabilities 6 9,200,000 6,800,000

Total Non - Current Liabilities 425,950,374 346,987,173Current Liabilities(a) Short-Term Borrowings 7 90,663,935 59,326,873(b) Trade Payables 8 112,250,391 152,225,148(c) Other Current Liabilities 9 51,603,402 52,985,255(d) Short-Term Provisions 10 6,926,089 56,593,321

Total Current Liabilities 261,443,817 321,130,597

TOTAL 1,032,794,403 1,047,578,648

Balance Sheet as at 31st March, 2016 Note Year Ended 31st March 2016 Year Ended 31st March 2015No

Particulars f fASSETSNon-Current Assets(a) Fixed Assets

(i) Tangible Assets 495,596,145 529,233,509(ii) Intangible Assets 3,998,746 4,963,360(iii) Capital work-in-progress - -

(b) Non-currrent Investments 11 5,000 5,000(c) Long-Term Loans and Advances 12 11,813,465 31,832,178

Total Non current Assets 511,413,356 566,034,047Current Assets(a) Inventories 13 496,467,274 418,910,213(b) Trade Receivables 14 6,273,561 1,276,424(c) Cash and Cash Equivalents 15 9,232,055 5,053,633(d) Short-Term Loans &Advances 16 911,680 48,233,597(e) Other Current Assets 17 8,496,476 8,070,734

Total Current Assets 521,381,046 481,544,601

TOTAL 1,032,794,403 1,047,578,648Significant Accounting Policies 1

The accompanying notes (1-23) are an integral part of the financial statements.

As per our report attached

For C S HARIHARAN &COChartered AccountantsFirm Regn. No.00l086S

For and on behalf of the Board of DirectorsOlympic Cards Limited

C S HariharanPartnerMembership No.: 216277

Chennai, May 25, 2016

H. Noor MohamedManaging Director

N. Mohamed FaizalWhole Time Director

R. DhanasekaranChief Financial Officer

K. Rafee AhammedCompany SecretaryChennai, May 25, 2016

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OLYMPIC CARDS LIDA HOME FOR WEDDING CARDS

MlS.OLYMPIC CARDS LIMITEDRegistered Office: No.195, N.S.C. Bose Road, Chennai - 600 001.

PROFIT AND LOSS STATEMENT

Profit and Loss Statement for the year Year Ended 31st March Year Ended 31st MarchEnded 31st March 2016 2016 2015

NoParticulars f f

INCOME:Revenue From Operations 18 541,357,184 544,962,574Other Income 19 4,569,451 5,767,569

Total Revenue 545,926,635 550,730,143

EXPENSES:Cost of Materials Consumed 20 387,472,828 381,292,753Employee Benefit Expenses 21 32,827,350 35,919,314Financial Costs 22 61,379,568 43,937,928Depreciation and Amortization Expenses 31,287,791 28,688,188Other Expenses 23 51,453,851 56,262,302

Total Expenses 564,421,388 546,100,485

Profit Before Exceptional and Extraordinary (18,494,753) 4,629,658Items and Tax

Exceptional Items - -

Profit Before Extraordinary Items and Tax (18,494,753) 4,629,658

Extraordinary Items - -Profit Before Tax (18,494,753) 4,629,658

Tax Expense:(1) Current Tax - 882,181(2) Deferred Tax 12,322,677 2,397,650

Total Taxes 12,322,677 3,279,831

Profit/ (Loss) for the period (30,817,430) 1,349,827

Earnings Per Equity Share:(1)Basic (1.89) 0.08(2)Diluted (1.89) 0.08

Significant Accounting Policies 1

As per our report attachedFor C S HARIHARAN & COChartered AccountantsFirm Regn. No.001086S


CSHariharanPartnerMembership No.: 216277Chennai, May 25,2016


N. Mohamed FaizalWhole TimeDirector


K. Rafee AhammedCompany SecretaryChennai, May 25,2016

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OLYMPIC CARDS LTDA HOME FOR WEDDING CARDS

Mis. OLYMPIC CARDS LIMITEDRegistered Office: No.195, N.S.C. Bose Road, Chennai - 600001.

Cash Flow Statement for the financial year 2015-2016

CASH FLOW STATEMENT

Particulars Year Ended 31st March 2016 Year Ended 31st March 2015

~ ~

A. CASH FLOW FROM OPERATING ACTIVITIESPROFIT BEFORETAX (18,494,753) 4,629,658Add: Depredation and Amortisation 31,287,791 28,688,188Add: Interest 56,660,780 39,339,989Add: Bank Charges 4,718,788 4,597,939Add: Loss on Sale of Assets 151,473 25,736Less: Difference in Foreign Exchange (Income) (28,553) (11,557)

EARNINGS BEFORE INTEREST, TAXES,DEPRECIATION, AND AMORTISATION 74,295,526 77,269,952(Inc)/Dee in Inventory (77,557,061) (122,572,846)(Inc)/Dee in Sundry Debtors (4,997,137) 3,323(Inc)/Dee in Loans &Advances 23,261,623 2,294,437Inc/ (Dee) in Current Liabilities (41,356,610) 75,681,005Inc/ (Dee) in Provisions 1,188,425 287,527

Change in WC requirement (99,460,760) (44,306,555)

Cash from Operations (25,165,234) 32,963,397Less: Taxes paid - (5,643,654)

Net Cash Flow from Operations Activities (25,165,234) 27,319,743

CASH FLOW FROM INVESTING ACTIVITIES(purchase) / Sale of Fixed Assets 2,338,987 (76,534,289)(purchase) / Sale of Investments - -

Net Cash Flow from Investing Activities 2,338,987 (76,534,289)

CASH FLOW FROM FINANONG ACTIVITIESIncrease / (Decrease) inProceeds from Issue of Equity Shares - -Proceeds/ (Repayment)of Shorttenn Borrowings 31,337,061 14,953,636Proceeds / (Repayment) of Borrowings 64,240,523 49,385,367Net Proceeds/ (Repayment) From Borrowings 95,577,584 64,339,003Net Proceeds/ (Repayment) From Other Long termLiabilities 2,400,000 6,380,000Interest Paid (56,660,780) (39,339,989)Bank Charges (4,718,788) (4,597,939)Dividend Paid (8,154,350) (11,416,090)Dividend Tax Paid during the year (1,438,998) (1,940,165)

Net Cash Flow from Financing Activities 27,004,669 13,424,821

Net Increase / (Decrease) in Cash and Cash Equivalents 4,178,421 (35,789,725)during the year

Cash and Cash Equivalents at the beginning of the year 5,053,633 40,843,359

Cash and Cash Equivalents at the end of the year 9,232,055 5,053,633

As per our report attached

For C S HARIHARAN & COChartered AccountantsFirm Regn. No.001086S


CSHariharanPartnerMembership No.: 216277

Chennai, May 25, 2016




K. Rafee AhammedCompany SecretaryChennai, May 25, 2016

70


NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2016

NOTE 1

Statement of Significant Accounting Policies

Olympic Cards Limited, 'the Company, was incorporated on 21st April 1992in Chennai. Prior to the incorporation of the Company, the promoters werein the Printing Industry for 46 years. The Company is the leadingManufacturer and Supplier of Invitation cards in India. The Company hadsuccessfully come out with a public issue in the month of March 2012.

a) Basis of PreparationThe financial statements have been prepared and presented accordancewith the generally accepted accounting principal in India (Indian GAAP)under the historical cost convention on an accrual basis. The Companyhas prepared these financial statements to comply in all material respectswith the Notified Accounting Standard by the Companies (AccountingStandards) Rules,2006, (as amended) and the relevant provisions of theCompanies Act, 1956 read with General Circular 15/2013 dated 13thSeptember, 2013, issued by Ministry of Corporate Affair in respect ofSection 133of the Companies Act, 2013

The financial statements have been prepared under the historical costconvention on an accrual basis. The accounting policies applied by theCompany are consistent with those used in the previous years.

b) Use of estimatesThe preparation of financial statements in conformity with generallyaccepted accounting principles requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilitiesand the disclosure of contingent liabilities at the date of the financialstatements and the results of operations during the reporting period.Although these estimates are based upon management's best knowledgeof current events and actions, actual results could differ from theseestimates.

Estimates are underlying assumptions are reviewed on an ongoing basis.Any revision to accounting estimate is recognized prospectively in thecurrent and future period.

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c) Tangible FixedAssets

i) Fixed assets are stated at cost, less accumulated depreciation andimpairment losses, if any. The cost comprises the purchase price,borrowing cost if capitalization criteria are met and directlyattributable cost of bringing the asset to its working condition for itsintended use. Any trade discount and rebates are deducted in arrivingat the purchase price.

Subsequent expenditure related to an item of fixedasset is added to itsbook value only if it increases the future benefits from the existingasset beyond its previously assessed standard of performance. Allother expenses on existing fixed assets, including day-to-day repairand maintenance expenditure and cost of replacing parts, are chargedto the statement of profit and loss for the period during which suchexpensesare incurred.

Gains or losses arising from derecognition of fixed assets aremeasured as the differencebetween the net disposal proceeds and thecarrying amount of the asset and are recognized in the statement ofprofit and losswhen the asset is derecognized.

ii) Borrowing Costs that are attributable to the acquisition orconstruction of assets that necessarilytake a substantial period of timeto get ready for its intended use are capitalized as part of the cost ofqualifying asset when it is possible that they will result in futureeconomic benefits and the cost can be measured reliably. Otherborrowing costs are recognized as an expense in the period in whichthey are incurred.

d) Depreciation

Depreciation is provided using the Straight LineMethod as per the ratesprescribed under ScheduleII of the CompaniesAct,2013 is as follows:-

Asset Rate (SLM)Buildingfactory 30yearsBuildingother than factory 60yearsOfficeEquipments 5 yearsFurniture & Fittings 10yearsPlant & Machinery 15yearsNon - CommercialVehicles 8-10yearsComputers and Accessories 3 yearsComputers Software& Server 6years

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e) Inventories

i) Inventories are valued at the lower of cost and net realizable value.

ii) Cost includes all direct costs and applicable production overheads inthe case of finished goods and work in progress, incurred in bringingsuch inventories to their present location and condition. Cost alsoincludes all taxes and duties, but excludes duties and taxes that aresubsequently recoverable from taxing authorities.

iii) Rawmaterials, bought out items, consumables and stores and sparesare valued at lower ofweighted average cost and net realizable value.

iv) Finished Goods are valued at lower of cost and net realizable value.

f) Impairment

a. The carrying amounts of assets are reviewed at each balance sheetdate if there is any indication of impairment based oninternalf external factors. An impairment loss is recognizedwherever the carrying amount of an asset exceeds its recoverableamount. The recoverable amount is the greater of the asset's netselling price and value in use. In assessing the value in use, theestimated future cash flows are discounted to their present valueat the weighted average cost of capital.

b. After impairment, depreciation is provided on the revisedcarrying amount of the asset over its remaining useful life.

g) Leases

1) Leases where the lessor, effectively retains substantially all therisks and benefits of ownership of the leased item, are classified asoperating leases. Operating lease payments are recognized as anexpense in the Profit and Loss account on a straight line basis overthe lease term.

2) Assets subject to operating leases are included in fixed assets.Lease income is recognized in the Profit and Loss Account on astraight line basis over the lease term. Costs, includingdepreciation are recognized as an expense in the Profit and Loss.Initial Direct Costs such as legal costs, brokerage costs, etc. arerecognized immediately in the Profit and LossAccount.

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3) The Company has taken certain premises under Operating Leases,which expire at various dates in future years and renewable forfurther period at the option of the Company. There are norestrictions imposed by the lease arrangements. The minimumlease rentals to be paid in respect of these leasesare as follows:

YearEnded YearEndedParticulars 31stMarch, 31stMarch,

2016 2015~ ~

Leasepayments for the year 14,586,211 15,286,727Contingent RentRecognizedin the Profit and - -LossAccount

Minimum Leasepayments:Not Later than one year 14,586,211 15,286,727Later than one year but not later than fiveyears 58,344,844 61,146,908Later than fiveyears - -

h) Investments

Investments that are readily realizable and intended to be held for notmore than a year are classified as current investments. All otherinvestments are classified as long term investments carried at cost.However, provision for diminution in value is made to recognize adeclineother than temporary in the value of the investments.

i) Revenue Recognition

Revenue is recognized to the extent of probable economic benefits thatwill flow to the Company and the revenue can be reliablymeasured.

Sales IncomeIncomefrom sales is booked based on agreements/ arrangements with theconcernedparties or as and when revenue can be reliablymeasured.

Interest IncomeRevenue is recognized on a time proportion basis taking into account theamount outstanding and the rate applicable.

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j) Foreign Currency Translation

Initial RecognitionForeign Currency transactions are recorded in the reporting currency, byapplying to the foreign currency amount the exchange rate between thereporting currency and the foreign currency at the date of the transaction.

ConversionForeign Currency monetary items are reported using the closing rate.Non-monetary items which are carried in terms of historical cost,denominated in a foreign currency are reported using the exchange rate atthe date of the transaction; and non-monetary items which are carried atfair value or other similar valuation denominated in a foreign currencyare reported using the exchange rates that existed when the values weredetermined.

Exchange differencesExchange differences, in respect of accounting periods commencing on orafter 7th December 2006, arising on reporting of long term foreigncurrency monetary items, at rates different from those at which they wereinitially recorded during the period, or reported in previous financialstatements, in so far as they relate to the acquisition of a depreciablecapital asset, are added to or deducted from the cost of the asset and aredepreciated over the balance life of the asset.Exchange differences arising on the settlement of monetary items are notcovered above; or on reporting company's monetary items, at ratesdifferent from those at which they were initially recorded during the year,or reported in previous financial statements, are recognized as income oras expenses in the year in which they arise.

k) Retirement and other employee benefits

a. Retirement benefit in the form of Provident Fund is a definedcontribution scheme and the contributions are charged to theProfit and Loss Account of the year when the contributions to therespective fund are due. There are no other obligations other thanthe contribution payable to the respective fund.

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b. Upto the 31st March 2010 Gratuity has been accounted onpayment basis. With effect from the financial year 2010-11, theabove procedure has been changed and a Master policy has beentaken with the LIC of India and the premium is debited to theannual P&Laccount every year. The settlement of gratuity is doneby the LIC of India. The aboveaccountingpolicyis in linewith AS15.

1) Miscellaneous Expenditure

Deferred Revenue Expenses & Preliminary Expenses incurred have beenamortized during the year as per the requirement of AS-26, issued byICAI.

m) Income Taxes

Tax expense comprises current tax, deferred tax and fringe benefit tax.Current income tax and fringe benefit tax is measured at the amountexpected to be paid to the tax authorities in accordance with the IncomeTax Act, 1961. Deferred income taxes reflects the impact of current yeartiming differences between taxable income and accounting income for theyear and reversal of timing differences of earlier years.

Deferred tax is measured based on the tax rates and the tax laws enactedor substantively enacted at the balance sheet date. Deferred tax assets arerecognized only to the extent that there is reasonable certainty thatsufficient future taxable income will be available against which suchdeferred tax assets can be realized.

At each balance sheet date the Company re-assesses unrecognizeddeferred tax assets. It recognizes unrecognized deferred tax assets to theextent that it has become reasonably certain or virtually certain, as thecase may be that sufficient future taxable income will be available againstwhich such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each balancesheet date. The Company writes-down the carrying amount of a deferredtax asset to the extent that it is no longer reasonably certain or virtuallycertain, as the case may be, that sufficient future taxable income will beavailable against which deferred tax asset can be realized. Any suchwrite-down is reversed to the extent that it becomes reasonably certain orvirtually certain, as the case may be, that sufficient future taxable incomewill be available.

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n) Segment Reporting Policies

The Company primarily operates in a single business segment,'Manufacturing of Invitation Cards', within India and hence does notrequire any separate segment reporting policies.

0) Earnings per Share

Basic earnings per share are calculated by dividing the net profit or lossfor the period attributable to equity shareholders by the weighted averagenumber of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit orloss for the period attributable to equity shareholders and the weightedaverage number of shares outstanding during the period are adjusted forthe effects of all dilutive potential equity shares.

Year Ended Year EndedParticulars 31stMarch, st-March,

2016 2015~ ~

i) Profit after Taxation (30,817,430) 13,49,827

ii) Number of equity shares of no/- each 1,63,08,700 1,63,08,700outstanding at the beginning of the yeariii) Add: Number of Shares issued during the - -yeariv) Number of equity shares of nO/-each 1,63,08,700 1,63,08,700outstanding at the end of the yearv) Weighted Average number of Equity 1,63,08,700 1,63,08,700Sharesvi) Number of potential equity shares of 1,63,08,700 1,63,08,700no/ - each outstandingvii)Earnings per Share

a. Basic ~) [1/ v] (1.89) 0.08b. Diluted ~) [I / vi] (1.89) 0.08

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p) Provisions

A provision is recognized when an enterprise has a present obligation as aresult of past event and it is probable that an outflow of resources will berequired to settle the obligation, in respect of which a reliable estimate canbe made. Provisions are not discounted to its present value and aredetermined based on best estimate required to settle the obligation at thebalance sheet date. These are reviewed at each balance sheet date andadjusted to reflect the current best estimates.

q) Cash and Cash equivalents

a. Cash and cash equivalents in the balance sheet comprise of cash atbank and Cash in hand VO,86,301/ -

Deferred Tax

b. Cash and cash equivalents comprises of bank deposits given forbank & others amounting to ~ 21,45,754/- that are not available foruse by it.

Year Ended Year31stMarch, Endedat 31st

Particulars 2016 March, 2015Liability / Liability /(Asset) (Asset)

~ ~Difference between written down value ofassets as per books of accounts and Income Tax 11,07,29,162 7,08,49,949ActNet Deferred Tax Liability 3,42,15,311 2,18,92,634

Related Party Disclosure

Name of the Related party Nature of RelationshipMr. H. NoorMohamedMr. N. Mohamed Faizal Directors - KeyManagement PersonnelMrs. S.JarinaMr. N. Mohamed SaleemMr. N. Mohamed RizwanMr. N. Mohamed Asraf Ali Relatives of KeyManagementMr. N. Mohamed Iqbal PersonnelMr. Haroon E LRashidMrs. H. Farida

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Olympic Plastic ProductsOlympic Paper ProductsOlympic Habib Charitable TrustOlympia Paper and Stationery Stores

Enterprises owned or significantlyinfluenced by the Key Management

Personnel or their relatives.

Transactions with Related Parties

Particulars Year Ended 31st Year Ended 31atMarch, 2016 March, 2015

~ ~Transactions during the yearSales:Olympic Paper Products - -Olympia Paper & Stationery Stores - -Olympic Plastic Products - -Purchases:Olympic Paper Products - -Olympic Plastic Products - -Olympia Paper and Stationery Stores - -

Remuneration Paid:Mr. H. Noor Mohamed 6,00,000 6,00,000Mr. N. Mohamed Faizal 6,00,000 6,00,000Mr. N. Mohamed Iqbal - 6,00,000

Rent Paid:Mr. H. Noor Mohamed 48,76,758 48,07,592Mr. N. Mohammed Iqbal 11,75,979 11,54,725Mr. N. Mohammed Faizal 11,75,979 11,54,725Olympic Plastic Products 24,000 24,000Mrs. S. Jarina 7,20,240 7,09,405

Balances at the year end:Lease & Rental Advance:Mr. H. Noor Mohamed 37,04,667 1,12,24,667Mr. N. MohammedFaizal 12,06,667 49,66,666Mr. N. Mohammed Iqbal 12,06,666 49,66,666Mrs. S. Jarina 5,40,000 43,00,000Olympic Plastic Products 2,00,000 2,00,000

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~ ~Rent Payable:Mr. H. Noor Mohamed 3,67,817 3,61,041Mr. N. Mohammed Faizal 88,588 86,980Mr. N. Mohammed Iqbal 88,587 86,980Mrs. S. Jarina 54,238 53,939Olympic Plastic Products 2,000 2,000

Capital Commitments

Year Ended 31"t Year EndedParticulars March, 2016 31atMarch,

2015~ ~

Estimated amount of contractsremaining to be executed on capitalaccount and not provided forBuilding (Kannikaiper Factory) Nil NilPlant &Machinery Nil Nil

Contingent Liabilities

Particulars Year Ended 31"t Year Ended 31atMarch, 2016 March, 2015

~ ~a)Claims against the Company notacknowledged as debts - -b) Others - -

Securities provided against Loan facilities from the Banks IFinancial Institutions :

a) The Secured Loans include of Cash Credit with Mis. HDFC Bank Limited of~7,52,58,351/-,Mis. HDFC Bank Limited Machinery loan of ~4,90,56,9891-aresecured by paripassu first charge by way of hypothecation of Land and BuildingPlot No.4, & K-19, Vysarpadi, Chennai - 600 039, These Property belongs toMIS. Olympic Plastic Products, Plot No.5, Vysarpadi this property belongs toin the name of the company, No. 31, Dr. Radhakrishnan Salai, Mylapore,Chennai 600 004, property belongs to Mr. H. Noor Mohamed and S. Jarina andNo.37 Shop No.7/1, 712 F Block Second Avenue Anna Nagar East, Chennai 102,this property belongs to Mr. H. Noor Mohamed.

80


b) The Rupee Loan from M/s. ICICI Bank Limited expansion of Businessamounting to ~ 8,75,84,920/- are secured by paripassu first charge by way ofhypothecation of No. 195, N.S.C Bose Road, Chennai - 600 001, No. 9 & 10,Chinnathambi Street, No. 52,Malayaperumal Street, Chennai - 600001.,No. 195N.S.C. Bose Road property belongs to Mr. H. Noor Mohamed, S. Jarina,Mohamed Faizal and N. Mohamed Iqbal. The Other Properties belongs toMr. H. Noor Mohamed.

c) The Rupee Loan from M/ s. Fulletron India Credit Co. Limited expansion ofBusiness amounting to ~ 7,22,75,847/-are secured by paripassu first charge byway of hypothecation of No.4, United India Colony, Kodambakkam, Chennai -600 024. No. 54, Chinnathambi Street, Chennai - 600 001., No.8-A, Taramani,Velachery Road, Velachery, Chennai - 600 042. These properties belongs to thecompany.

d) The Rupee Loan from M/ s. The National Small Industries Corporation Ltd.,purchase of Raw materials for Business amounting to ~ 47,17,730/- are securedby paripassu first charge by way of hypothecation of BankGuarantee.

e) The Rupee Loan from M/s. Siemens Finance Services Pvt. Ltd for expansion ofBusiness amounting to ~ 5,70,99,809/-are secured by paripassu first charge byway of hypothecation Machinery. Thesemachinery belongs to Company.

f) The Rupee Loan from M/ s. Religare Finvest Ltd for expansion of Businessamounting to ~ 4,94,17,640/- are secured by paripassu first charge by way ofhypothecation of Survey No 521/3A 3B 522/1 No.90 Kannikaiper villageperiyapalayam Road, Uthukottai Taluk Thiruvallore District 601102 Thisproperty belongs to Company

Disputed statutory dues (Unpaid amount due)

Year Ended Year Ended Forum whereS1. Name of the Nature of 31stMarch, 31stMarch, the dispute isNo Statute Dues 2016 2015 pending

Nil Nil

81


Unhedged Foreign Currency exposures

Particulars of Un-hedged foreign currency Exposures as at the Balance Sheet date

Amount in Amount inforeign INR (Year

Particulars Currency currency (Year Ended 31stEnded 31st March, 2016)

March, 2016),

Amounts payable in foreign NA Nil Nilcurrency

Amounts receivable inforeign currency NA Nil Nil

Earnings of Foreign Currency

Year Ended Year EndedParticulars 31stMarch, 318tMarch,

2016 2015~ ~

Sales 20,19,218 11,40,128

Expenditure in Foreign Currency

Year Ended Year EndedParticulars 318tMarch, 318tMarch,

2016 2015~ ~

Purchase of Materials NIL 25,85,361Purchase of Machinery NIL 37,51,622

Director's Remuneration

Year Ended Year EndedParticulars 318tMarch, 318tMarch,

2016 2015~ ~

"WholeTime Directors RemunerationSalaries 12,00,000 18,00,000Allowances - -

TOTAL 12,00,000 18,00,000

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Auditor's RemunerationYear Ended Year Ended

Particulars 31st March, 31stMarch,2016 2015~ ~

Statutory Audit 1,75,000 1,75,000Tax Audit 25,000 25,000

TOTAL 2,00,000* 2,00,000**Excludes Service Tax

Particulars in Respect of Finished Goods Stock

Year Ended 31st March, Year Ended 31st March,

Class of Goods 2016 2015ValueQuantity (in ~) Quantity Value (in ~

Opening StockRaw Material:Paper and Boards 1,94,08,363 8,24,40,303 1,02,27,436 2,82,21,416Work in Prog!ess:Paper 42,07,690 1,30,24,154 55,00,785 1,65,65,505Boards 99,45,079 5,96,63,615 13,29,750 78,02,210Finished Goods:Paper 45,74,352 3,31,03,603 77,26,169 4,18,27,980Paper Envelopes 2,09,04,991 1,36,47,817 2,45,86,910 1,55,02,653Wedding Cards 3,29,84,999 1,898,04,315 2,76,88,837 15,09,77,198Screen Material 3,00,886 47,01,763 3,32,928 52,20,743Other Stationeries 2,85,040 42,20,361 3,09,265 46,33,023Greeting Cards 56,71,280 1,24,62,760 81,92,064 1,79,63,396Plates and other Materials 6,671 19,72,467 6,534 10,83,298Printing Inks 936 3,58,373 1,859 6,71,074Non-Woven Sheet 63,304 8,51,854 28,792 3,32,931Files 72,175 7,40,990 68,216 6,70,468Thamboolam Bags 11,80,950 19,17,839 19,55,632 48,65,473

TOTAL 41,89,10,213 29,63,37,368

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OLYMPICCARDSLlD

Year Ended 31st March, Year Ended 31st March,Class of Goods 2016 2015

Quantity Value (in~ Quantity Value (in ~Closing StockRaw Material:Paper and Boards 2,29,54,191 11,49,88,932 1,94,08,363 8,24,40,303Work in Prog!ess:Paper 35,83,481 1,14,43,030 42,07,690 1,30,24,154Boards 8,29,635 50,72,931 99,45,079 5,96,63,615Finished Goods:Paper 36,49,511 2,67,03,016 45,74,352 3,31,03,603Paper Envelopes 2,04,51,611 1,38,04,053 2,09,04,991 1,36,47,817Wedding Cards 7,26,83,516 28,73,74,143 3,29,84,999 1,898,04,315Screen Material 2,74,892 46,69,860 3,00,886 47,01,763Other Stationeries 3,09,277 50,87,068 2,85,040 42,20,361Greeting Cards 83,51,330 2,06,93,255 56,71,280 1,24,62,760Plates and Allied Materials 6,389 14,19,968 6,671 1972,467Printing Inks 1,801 5,30,791 936 3,58,373Non-Woven Sheet 44,160 6,10,120 63,304 8,51,854Files 4,89,616 10,35,035 72,175 7,40,990Thamboolam Bags 9,66,407 30,35,072 11,80,950 19,17,839

TOTAL 49,64,67,274 41,89,10,213

Value of imported and indigenous Raw Materials Consumed and percentage of eachtotal consumption:

Year Ended 31st March, Year Ended 31stParticulars 2016 March, 2015

~Lakhs % nakhs %Imported Nil - 25.85 0.90%Indigenous 3082.83 100% 2837.09 99.10%

TOTAL 3082.83 100% 2862.94 100%



CSHariharanPartnerMembership No.: 216277Chennai, May 25,2016


N. Mohamed FaizalWhole TimeDirector

R. DhanasekaranChief Financial OfficerChennai, May 25,2016


84


NOTE 2 : SHARE CAPITAL

Year Ended 31st March 2016Year Ended 31st March

Particulars 2015

~ ~(A.) Share Capital

Authorised Capital-1,70,00,000 Equity Shares of ~O/-each with Voting rights 170,000,000 170,000,000

(Previous Year -1,70,00,000Equity Shares of ~O /-each) With voting rights

Issued Capital-1,63,08,700 Equity Shares of ~O/ - eachWith Voting rights 163,087,000 163,087,000(Previous Year -1,63,08,700Equity Shares of ~O/ -each) With voting rights

Subscribed and Paid -up Capital-1,63,08,700 EquityShares of~O/- eachWith Voting rights

163,087,000 163,087,000(Previous Year -1,63,08,700Equity Shares of~O/-each) With voting rights

Of the above:I) Bonus Shares of 12,95,476 equity shares of~ 10/- each are allotted as fully paid (allotted forEquity Share Capital of Rs.1,29,54,760) bycapitalisation of profits during the year 2007-2008.

ii) Bonus Shares of 19,65,900 equity shares of~ 10/- each are allotted as fully paid (allotted forEquity Share Capital of Rs.6,36,58,000) bycapitalisation of profits during the year 2010-2011.

I (B.) Reconciliation of Equity Shares Year Ended 31st March 2016 Year Ended 31st March 2015Particulars No. of share ~ No. of share ~

Shares outstanding at the beginning of the year 16,308,700 163,087,000 16,308,700 163,087,000Add: Shares Issued during the year - -

Shares outstanding at the end of the year 16,308,700 163,087,000 16,308,700 163,087,000

(C.) Shareholders holding more than 5% Equity Shares Year Ended 31st March 2016 Year Ended 31st March 2015in the Company

Name of Shareholders No. of share held % holding No. of share held % holding

H. Noormohamed 5,569,218 34.15% 5,359,718 32.86N. Mohamed Faizal 942,845 5.78% 942,845 5.78N. Mohamed Iqbal 1,245,381 7.64% 1,039,760 6.38

85


NOTE 3 : RESERVES AND SURPLUS

Year Ended 31st March 2016 Year Ended 31st MarchParticulars 2015

~ ~RESERVESAND SURPLUS1). General ReserveBalance as per Last account 4,938,773 4,823,032ADD: Transfer for the year from P&L

Appropriation - 115,741Balance as on 31.03.2016(A) 4,938,773 4,938,773

2). Surplus in Profit and Loss Afc.Opening Balance 47,319,105 60,151,913Add: Loss for the year (30,817,430) 1,349,827Less: Provision for Income Tax Previous year 3,243,235 -Less: Proposed dividend - 8,154,350Less: Tax on Proposed dividend - 1,438,998Less: Transfer to General Reserve - 115,741Less: Depreciation on Expired Assets - 4,473,546

Balance as on 31.03.2016(B) 13,258,440 47,319,105

3). Share Premium Account - (C) 164,116,000 164,116,000

Total of Reserves & Surplus - (A+B+C) 182,313,212 216,373,878

NOTE 4: LONG TERM BORROWINGS

Year Ended 31st March 2016 Year Ended 31st MarchParticulars 2015

~ ~Secured LoansTerm Loans - From Banks 149,056,989 138,833,771From Banks 89,085,269 96,605,440From Other Parties 183,511,026 108,442,280

421,653,284 343,881,491Less: CurrentMaturitiesofLongTermBorrowings

transferredto other CurrentLiabilities 39,118,222 25,586,952

382,535,062 318,294,539

86


OLYMPIC CARDS LlD

NOTE 5 :DEFERREDTAXLIABILITY(NET)Year Ended 31st March Year Ended 31st March

Particulars 2016 2015

f fDeferred Tax Liabilities (Net)Deferred Tax Liabilities 21,892,634 19,494,984Add: Provision made 12,322,677 2,397,650

34,215,311 21,892,634

NOTE 6 : OTHER LONG TERM LIABILITIESYear Ended 31st March Year Ended 31st March


f fOther Long Term LiabilitiesFranchises Advance Received 9,200,000 6,800,000

9,200,000 6,800,000

NOTE 7: SHORT TERM BORROWINGSYear Ended 31st March Year Ended 31st March


f fShort Term Borrowings

Loans Repayable on demand:From BanksAxis Bank Ltd. - ODI CCAI c. - 59,326,873HDFC Bank Ltd. - CCAI c. 33311 75,258,351 -

From DirectorsH. Noormohamed 8,485,583 -N Mohammed Faizal 6,920,000 -

90,663,935 59,326,873

NOTE 8: TRADE PAYABLESYear Ended 31st March Year Ended 31st March

Particulars 2016 2015f f

Trade Payables (i) 66,443,795 132,666,222Micro, Small Medium Enterprises (ii) 45,806,596 19,558,926

112,250,391 152,225,148

87


OLYMPICCARDSLlD

NOTE 9 : OTHER CURRENTLIABILITIESYear Ended 31st March Year Ended 31st March

Particulars 2016 2015'{ '{

Other Current LiabilitiesCurrent maturities of long term borrowings 39,118,222 25,586,952For Advance against Job orders 7,681,162 5,229,311For Expenses &Others 4,804,019 22,168,993

51,603,402 52,985,255

NOTE 10 : SHORT TERM PROVISIONSYear Ended 31st March Year Ended 31st March


Short Term Provisions:Provision for Employee Benefits 3,135,383 2,590,073Rent Payable 1,051,109 1,152,530Others (Specify nature) 2,739,597 52,850,718

Provision for Taxation - 41,262,309Proposed Dividend - 8,154,350Tax on Dividend - 1,438,998Provision for Audit Fees 206,100 202,248Provision for Internal Audit Fees 54,000 18,000T.D.S.Payable 175,296 502,714Central ExcisePayable 663,952 933,918Service Tax Payable 16,522 119,147Electricity Charges Payable 442,973 25,186Bus Hire Charges Payable 193,121 191,483Professional Tax Payable 1,897 2,365Sales Tax Payable 985,736 -

6,926,089 56,593,321

NOTE 11 :NON CURRENT INVESTMENTSYear Ended 31st March Year Ended 31st March


Non-Trade Investment - UnquotedShares in Vysarpadi Co-ope. Estate 5,000 5,000

5,000 5,000

88


OLYMPIC CARDS LlD

NOTE 12 : LONG TERM LOANS &ADVANCES

Year Ended 31st March Year Ended 31st MarchParticulars 2016 2015

'{ '{

Unsecured Considered Good Unless otherwisestatedSECURITYDEPOSITS:Telephone Deposits 34,094 34,094M E SDeposits Account 1,464,181 1,178,526Deposits to Others 357,190 336,558Advance to Related Parties &Others 9,958,000 30,283,000

11,813,465 31,832,178

NOTE 13 : INVENTORIESYear Ended 31st March Year Ended 31st March


InventoriesRaw Material 114,988,932 82,440,303Work in Progress 16,515,961 72,687,769Finished Goods 364,962,381 263,782,142

496,467,274 418,910,213

NOTE 14 :TRADERECEIVABLESYear Ended 31st March Year Ended 31st March


Outstanding over six months from the date theyare due:

Secured Considered Good 17,472 17,472

Outstanding below six months from the date theyare due:

Secured Considered Good 6,256,089 1,258,9526,273,561 1,276,424

NOTE 15 : CASH AND BANKBALANCESYear Ended 31st March Year Ended 31st March


Cash and Cash Equivaler+sCash on Hand 6,766,529 2,474,083Bank Current Account * 319,772 162,934Call and Short Term Deposits Account 2,145,754 2,416,615

9,232,055 5,053,633

89


OLYMPICCARDSLlD

NOTE 16: SHORT TERM LOANS ANDADVANCES


'{ '{

Short-Term Loans and AdvancesOther Deposits 9,082 24,127Other Advances Considered Good 759,330 47,090,487Input Vat Tax& Captail Goods 143,268 1,118,983

911,680 48,233,597

NOTE 17 : OTHER CURRENTASSETSYear Ended 31st March Year Ended 31st March


Other Current AssetsProfessional Tax Receivable 20,960 24,431Customs Duty Receivable 24,000 24,000Electricity Charges Receivable - 16,984Preliminary Interest 6,003,987 8,005,319Income Tax Refund 33,985 -Income TaxAI c. 2,226,187 -Interest Receivable 11,194 -P F Receivable 151,089 -ESIReceivable 25,074 -

8,496,476 8,070,734

NOTE 18 : DOMESTIC SALES,EXPORTSALES


'{ '{

REVENUE FROM OPERATIONSDomestic Sales 539,337,966 543,822,446Export Sales 2,019,218 1,140,128

541,357,184 544,962,574

90


OLYMPIC CARDS LlD

NOTE 19 : OTHER INCOMEYear Ended 31st March Year Ended 31st March

Particulars 2016 2015~ ~

OTHER INCOMEInterest Received 349,431 1,017,414Labour Charges received 226,337 1,203,821Discount Received 1,728,904 2,285,299Delivery Charges Received 1,666,269 1,248,308Miscelineous Income 18,866 1,169Diff in Foreign Exchange Income 28,553 11,557Sales Commission Received 551,092 -

4,569,451 5,767,569

NOTE 20: COST OF MATERIALCONSUMED


~ ~i). Opening Stock 418,910,213 296,337,367ii). Add: Purchases 424,796,115 461,508,525

Reversal Input tax 4,066,427 3,335,275Input Taxes & Inusurance (Mfg) 79,953 2,787,479Cartage paid 1,344,562 1,468,829Lorry Freight Charges 6,262,808 5,915,834Labour Charges 17,621,006 17,841,931Manufacturing Expenses 1,047,807 914,540Power and Fuel 6,319,339 5,581,716Central ExciseDuty 3,491,872 3,780,479Clearing Charges - 730,991

883,940,103 800,202,966iii). Less: Closing Stock 496,467,274 418,910,213

387,472,828 381,292,753

NOTE 21 : EMPLOYEE BENEFIT EXPENSES

YearEnded 31stMarch 2016 YearEnded 31stMarchParticulars 2015

~ ~Salaries,Wages, Bonusetc. 28,453,583 31,124,367Company's Contribution to retirement funds & other 2,357,987 2,507,121funds

Workmen / StaffWelfareExpenses 2,015,780 2,287,82632,827,350 35,919,314

91


OLYMPICCARDSLlD

NOTE 22 • FINANCE COSTSYear Ended 31st March Year Ended 31st March


Interest paid & other charges:Interest paid 56,660,780 39,339,989Bank Charges 4,718,788 4,597,939

61,379,568 43,937,928

NOTE 23 : OTHER EXPENSESYear Ended 31st March Year Ended 31st March


Advertisement 552,538 3,543,074Audit Fees (including Service Tax) 229,000 224,720Delivery Charges Paid 3,747,151 3,170,215Discount allowed 11,325,089 12,209,625Electricity Charges 4,698,138 4,344,484General Expenses 727,185 1,533,309Loss on Sale of Assets 151,473 25,736Postages and Telegrams 301,584 318,651Printing and Stationery 253,627 242,822Professional Charges 213,703 181,172Internal Audit Fees 40,000 40,000Rates and TaxesOther Rates and Taxes 1,744,118 610,634Sales Tax paid - 49Service Tax Paid 224,661 190,538Employer Professional Tax 31,754 27,721

Rent 14,586,211 15,286,727Subscriptions and Periodicals 14,300 198,512Insurance 272,869 422,146Repairs and Maintenance

Buildings 860,168 558,451Machinery 3,222,693 3,865,424Vehicle 394,308 336,895Others 1,881,785 2,084,638

Sales Commission Paid 21,105 181,114Services Charges 570,576 297,375Telephone Charges 1,180,405 940,950Travelling & Conveyance Expenses 836,941 743,464Directors' Sitting Fees 69,000 66,000Sales & Business Promotion - 112,500

92


Website Charges 31,014 424,781Bus Hire Charges 2,302,632 1,536,894Compounding Fees - 159,052Re-Installation Charges - 2,221,354Miscellaneous Expenses - Advertisement - 155,680Showroom Vacating Exp 921,674 -Miscellaneous Expenses* 48,150 7,596(under this head there is no expenditure which isin excess of 1% of revenue from operations or Rs.1lakh, which is higher)

51,453,851 56,262,302



C S HariharanPartnerMembership No.: 216277Chennai, May 25,2016





93

IMls.Olympic Cards LimitedFinancial Statements for the year Ended 31stMardi, 2016

Scltedules lo a«ounts(All amounts ore in Indion rupees, unless otherwise stoted)

Scltedule of Fixed assetsGROSS BLOCK DEPRECIATION AND AMORTISATION NET BLOCK

Depredation Deduction. forPARTICULARS A.aIApril1st, Additions for the Deletions during Solar Subsidy As al31.1 Mmh, Opening Addition during the year the period Uplo31stMardI, Transferlo As al 31stMardi,201S year the year 2016 Depredation Depredation •• aI31stMan:h 2016 Reserves Afr.. 2016

2016 31.03.16

~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~Tangible Assets:

Land.: 43.099,719 43,099,719 43,099,719

Building.: 229,999,002 2,630,466 232,629,466 7,761,178 43,450 7,804,628 7,804,628 224,824,840

Office Equipments 155,857 155,857 41,078 41,078 41,078 114,780

Furniture & Fittings.: 10,268,946 1,735,137 886,214 11,117,870 1,593,298 52,792 1,646,089 1,646,089 9,471,780

Electrical Fittings 396,214 396,214 118,147 118,147 118,147 278,066

Electrical Installation 520,345 520,345 34,655 34,655 34,655 485,690

Plant & Machinery.: 201,694,808 3,852,802 85,749 205,481,661 18,009,503 85,796 18,095,299 18,095,299 187,386,362

Solar Power Energy 38,566,100 10,578,000 27,988,100 1,158,716 1,158,716 1,158,716 26,829,384

Non-CommercialVehicles.: 3,324,091 728,345 2,595,746 461,038 461,038 461,038 2,134,708

Computers and Accessories.: 1,728,771 205,570 1,934,341 935,234 28,292 963,526 963,526 970,814

inTangible Assets:

Computer Software 4,251,348 4,251,348 845,946 845,946 845,946 3,405,401Server 712,014 712,014 118,669 118,669 118,669 593,345

534,196,869 8,944,120 1,680,307 10,578,000 530,882,682 29,884,091. 1,403,700 31,287,791 31,287,791 - 499,594,891

Previous Vear 490,850,(149 S6,869,5S6 10,361,032 567,358,603 25,937,881 2,750,306 28,688,18S - 28,688,18S 4,473,546 534,196,869

; BY'::"!.\I '·. !. 1.-ii ••':/

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OLYMPIC CARDS LTDAnnual General Meeting 2015 - 2016

"Dr ---+ ---+ J--------.'1 t IDr.Radhakrlshnan~Ial I Ii ~----------

Peters Road

------JI; ;I II.._____"D Whites Road

------Jli t I II L----- _

J 1'-- ANNA SALAIANNASALAI

ROUTE MAP

"CCISs~t-: ~ Narada Gana Sabha~ ~ (Mini Hall)

t 314. T.T.K. Road,Chennai - 600 018.

Proxy Form

[Pursuant to Section 105 (6) of the Companies Act. 2013 and rule 19 (3) of the Companies (Management and Administration) Rules. 2014 Form NoMOT-Ill

OLYMPIC CARDS LTDRegd. Office: 195, N.S.C. Bose Road, Chennai -600 001 Tel: 044 - 2538 0652/4292 1000;Fax: 044 - 2539 0300

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

24thAnnual General Meeting - September 8th,2016

Name of the Member(s)

RegisteredAddress

Email

Folio no / Client ID

DPID

1/ We, being the member(s) of shares of theabove named company hereby appoint

Name: Email: .Address : .. . . . .Signature: .

Or failing him / herName: Email: .Address : .. .... ... ... . . . ..Signature:

Or failing him / herName: Email: .Address : ............................................................................... ..Signature:as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 24thAnnualGeneral Meeting of the Company, to be held on Thursday, September s=, 2016, at 2 p.m.LS.Tat the "NARADHA GANA SABHA TRUST (Mini Hall), No.3 14, T.T.K. Road, Chennai - 600 018,and at any adjournment thereof in respect of such resolutions as are indicated below:Resolution Resolution Vote (Optional see Note 2)number (Please mention no. of shares

For Against Abstain

Ordinary business1 Adoption of financial statements

(including the consolidated financialstatements)

2 Appointment of Mrs. S. Jarina as adirector liable to retire by rotation

3 Appointment of auditors

Signed this day of 2016

Signature of the member Signature of the member

Affix revenuestamp of notless than Re 1

Notes:L This form, in order to be effective, should be duly stamped, completed, signed and deposited at the registered office of the

Company, not less than 48 hours before the Annual General Meeting (on or before September 6th, 2016 at 2.00 p.m 1ST)2. It is optional to indicate your preference. If you leave the "fo'r", "egetnet" or "abeteba" column blank against any or all of

the resolutions, your proxy will be entitled to vote in the manner as he/she may deem appropriate .

............................................. .Please tear here .

Attendance Slip

OLYMPIC CARDS LTDRegd. Office: 195,N.S.C. Bose Road, Chennai -600 001 Tel: 044 - 25380652/4292 1000;Fax:044 - 2539 0300

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

24th Annual General Meeting - September 8th, 2016

I I I I I I I IRegistered Folio no / DP ID no. / Client ID no.:

I I I I INumber of shares held

I certify that I am a MemberlProxy/ Authorised Representative for the Member of the Company. Ihereby record my presence at the 24thAnnual General Meeting of the Company at the "NARADRAGANA SABRA TRUST (Mini Hall), No. 314, T.T.K. Road, Chennai--600 018 on Thursday,September 8, 2016 at 2.00 P.M. 1ST.

Name of the MemberlProxy Signature of the MemberlProxy(In BLOCK LETTERS)Note: "Please fill up this Attendance Slip and hand it over at the entrance of the Meeting Hall.Members are requested to bring their copies of the annual report to the AGM.

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