TO THE MEMBERS OF
M/S OLYMPIA INDUSTRIES LIMITED
The Directors take pleasure in presenting the Twenty Seventh Annual Report togetherwith the audited financial statements for the year ended March 31 2016.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis Report as required to be given under the provisionsof SEBI (LODR) Regulations 2015 has been given in a separate statement which forms partof this Report.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT
There were no material changes or commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of this report.
During the year the Company has allotted 3000000 convertible warrants to promotersand non- promoters on preferential basis of Rs. 45/- each and each warrant will beconverted at the option of the holder at any time within 18 months from the date of issueinto one fully paid up Equity share of Rs.10/- each. Out of these 3000000 convertiblewarrants allotted one allottee has exercised his right for conversion of 400000warrants and the Company has allotted him 400000 Equity Shares of the Company of Rs.10/- fully paid up. Accordingly issued subscribed and paid up equity share capital of theCompany as on 31.03.2016 stands increased from Rs. 30235700 to Rs. 34235700. Forbalance 2600000 convertible warrants the rights of conversion can be exercised on orbefore 02.08.2017.
In view of strengthening of financial position of the Company the Directors havedecided to plough back the profits into the business. Hence Directors do not recommend anydividend for the financial year ended under review.
NUMBER OF BOARD MEETINGS
The Board of directors met 9(nine) times in the year 2015-16. The dates are 30.05.201523.07.2015 14.08.2015 28.08.2015 04.11.2015 14.11.2015 03.02.2016 13.02.2016 and29.03.2016.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of section 152(6) of the Act and the Articles ofAssociation of the Company Ms. Anisha Parmar Director is liable to retire by rotation atthe ensuing Annual General Meeting (AGM) and being eligible offers herself forreappointment. The Board recommends her re-appointment.
During the year Mr. Vijay Patel and Mr. Balkrishna Ukalikar Independent Directorsresigned due to their pre-occupation as they were not able to devote sufficient time forour company.
Mr. Naresh Waghchaude and Mr. Pravin Kumar Shishodiya were appointed as AdditionalDirectors of the Company by the Board of Directors in its meeting held on July 23 2015.The Shareholders in the 26th Annual General Meeting of the Company held on September 302015 passed necessary resolutions for their appointment as a Director in the category ofNon- Executive & Independent Director.
During the year Mr. Anurag Pansari Managing Director stepped down from the Board ofDirectors of the Company with effect from July 25 2015 to pursue his further studies.
During the year on recommendation of Nomination & Remuneration Committee theBoard of Directors in its meeting held on July 23 2015 has appointed Mr. Navin Pansariexisting director of the Company as Whole time Director for a term of one year with effectfrom July 23 2015.The Shareholders in its 26th Annual General Meeting held on September30 2015 passed necessary resolutions for his appointment as a Whole time Director.However after the completion of his tenure he has been appointed as Managing Director ofthe Company with effect from July 23 2016 for a period of 3 years subject to the approvalof Shareholders in the ensuing Annual General Meeting. Further details of his appointmentare given in the Notice of the Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTOR
The Board has received the declaration from the Independent Directors as per therequirement of Section 149(7) and the Board is satisfied that all the IndependentDirectors meet the criterion of Independence as mentioned in Section 149(6).
COMPOSITION OF AUDIT COMMITTEE
The constitution of the Audit Committee is given below:
|Name of Member ||Executive/ Non-Executive / Independent/ |
|Mr. Pravin Kumar Shishodiya - Chairman ||Independent |
|Mr. Naresh Waghchaude ||Independent |
|Mr. Navin Pansari ||Executive |
The Nomination and Remuneration (N&R) Committee has adopted a Charter which interalia deals with the manner of selection of Directors and CEO & Managing Director andtheir remuneration. This Policy is accordingly derived from the said Charter.
The Policy forms part of this report and the policy is annexed herewith as Annexure I
The Board has a Vigil Mechanism as per the provisions of Section 177(9) of theCompanies Act 2013. A vigil mechanism of the company to report concerns about unethicalbehaviour actual or suspected fraud or violation of the companys code of conduct orethics policy. This Vigil mechanism ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.
An Officer of the company has been appointed which looks into the complaints raised.The Officer reports to the Audit Committee and the Board. This policy is also posted onCompanys website below is the link
DIRECTORS RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in Note 1 of the Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2016 and of the profit of the Company for theyear ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f. that proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure II".
M/s. CPM & Associates Chartered Accountants of the Company hold office till theconclusion of 28th Annual General Meeting. As per the provisions of Section 139 of theCompanies Act2013 their appointment is required to be ratified in every Annual GeneralMeeting and being eligible for appointment the Directors recommend their appointment forratification in the ensuing Annual General Meeting of the Company. The Company hasreceived their consent and a certificate as required under Section 139 (1) of theCompanies Act 2013 from them to the effect that they qualify for their ratification ofappointment if made and it would be within the prescribed limits under Section 141 of theCompanies Act 2013.
Statutory Auditors Report:
The observation made in the Auditors Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
Frauds Reported by Auditors:
The Auditors had not reported any fraud during the Financial Year under Report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadre-appointed M/s V.K. Mandawaria & Co. Company Secretaries to undertake theSecretarial Audit of the Company for the Financial Year under review. The SecretarialAudit Report is annexed herewith as "Annexure III"
Secretarial Audit Report:
A Remark was made by the Secretarial Auditor in their Report; explanation about thesame is as under:
There was minor delay in submitting Annual Audited Financial results of the Company forthe year ended 31st March 2015 to the Bombay Stock Exchange and publishing the same inthe required newspapers.
We would like to clarify that due to some technical problem the results uploading withBSE was delayed and also due to absenteeism of staff and intervening Sunday minor delayoccurred in publishing the Results in required Newspapers. However the company will takecare of such issues and proper compliance will be made in time in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
Since the Company did not carry out any manufacturing activity during the year underthe report the details as required by the Companies Accounts) Rules 2014 with respect toconsumption of power Technology absorption etc. are not applicable to the company.
FOREIGN EXCHANGE EARNINGS AND OUTGO
| || ||(Amount in Rs.) |
|Particulars ||Year 2015-16 ||Year 2014-15 |
|Foreign Exchange earned ||0 ||0 |
|Foreign Exchange ||(1)Imports - Rs 2490748 ||0 |
|used/outgo ||(2) Travelling Expenses- Rs.700987. || |
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
There were no such order passed by the regulators or courts or Tribunals impacting thegoing concern status and the companys operations in future.
INTERNAL CONTROLS SYSTEM & THEIR ADEQUACY
Your company has in place adequate internal control systems commensurate with the sizeof its operations. Internal control systems comprising of policies and procedures aredesigned to ensure sound management of your Companys operations safe keeping of itsassets optimal utilization of resources reliability of its financial information andcompliance. Clearly defined roles and responsibilities have been institutionalized.Systems and procedures are periodically reviewed to keep pace with the growing size andcomplexity of your companys operations.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given loans guarantees and made investments pursuant to theprovisions of Section 186 of the Companies Act 2013 during the Financial Year underReport.
The Company does not have any subsidiary.
RELATED PARTY TRANSACTION
All related party transactions that were entered during the financial year were onarms length basis and were in the ordinary course of business particulars of whichhave been given in prescribed Form AOC-2 in Annexure-IV. All related party transactionswere placed for approval before the audit committee and also before the board wherevernecessary in compliance with the provisions of the Act.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anAnnual Performance Evaluation of its own performance the directors individually as wellas the Evaluation of the working of its various committees.
A separate exercise was carried out to evaluate the performance of individual directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of thecompany. The performance evaluation of the Independent Directors was carried out by theentire Board excluding the directors being evaluated. The Performance Evaluation of theChairman and Non Independent Directors was carried out by the Independent Directors attheir separate meeting.
LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE where the Companys Shares are listed.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Corporate Governance is not applicable to the Company pursuant to the provisions ofListing Agreement up to 30-11-2015 and Regulation 27(2) of SEBI (LODR) Regulation 2015w.e.f. 01.12.2015.
INDEPENDENT DIRECTORS MEETING
During the year under review the Independent Directors met on November 14 2015 interalia to discuss:
Evaluation of the performance of Non Independent Directors and the Board ofDirectors as a whole;
Evaluation of the performance of the Chairman of the company.
Evaluation of the quality content and timeliness of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
All the Independent Directors were present at the meeting.
PARTICULARS OF EMPLOYEES
The statement containing particulars of employees as required under section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate annexure forming part of this report.Further the report and the accounts are being sent to the members excluding the aforesaidannexure. In terms of section 136 of the Act the said annexure is open for inspection atthe Registered Office of the Company. Any shareholder interested in obtaining a copy ofthe same may write to the Company Secretary. Other particular as required under Section134(3)(q) and Section 197(12) of the Companies Act 2013 read with The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure Vand forms part of this Report.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hadbeen notified on 9th December 2013. Company has adopted a policy for prevention of SexualHarassment of Women at workplace and has set up a committee for implementation of saidpolicy.
No. of complaints of sexual harassment received in the year NIL
No. of complaints disposed during the year N.A.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Company Secretaryis responsible for implementation of the Code.
Your Directors wish to place on record their appreciation and gratitude to its esteemShareholders Bank and various other Government Departments for their continued support.Your Directors also place on record their deep sense of appreciation for the dedicatedservices rendered by all the executives and staff at all level of the Company throughoutthe year.
| ||For and on behalf of the Board |
|Place: Mumbai ||Navin Pansari |
|Date: 13.08.2016 ||[Chairman & Managing Director] |