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Olympic Management & Financial Services Ltd.

BSE: 511632 Sector: Financials
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Olympic Management & Financial Services Ltd. (OLYMPICMANAGEM) - Director Report

Company director report

TO THE MEMBERS

Your Directors present their 31st Annual Report and Audited Accounts for the FinancialYear ended 31st March 2015

1. Financial Results

31-03-2015 31-3-2014
(Rs. in lacs) (Rs. in lacs)
Revenue From Operation 370600.00 1688700.00
Other Income 360458.00 110265.00
Gross Profit/(Loss) before Tax & Depreciation (31155.00) 483437.00
Depreciation 1575504.00 328674.00
Profit Before Tax/(Loss) (1606.659.00) 154763.00
Tax 0.00 0.00
Profit/(Loss)After Tax (1606659.00) 154763.00
Extra-Ordinary Item (35000.00) (1491089.00)
Profit /Loss after Extra Ordinary Item (1641659.00) (1336326.00)
Add: Balance brought forward (15386184.00) (14049858.00)
Balance carried forward (17027843.00) (15386184.00)

2. Dividend:

In view of loss your Directors regret their inability to propose any dividend.

3. Operations:

During the year under Report The Company suffered a loss before Tax and depreciationof Rs. 31155/-as against profit of Rs. 483437/-. The loss after depreciation and tax wasRs. 1606659/- as against Rs. 154763/- during the previous year. The Gross Income forthe year ended 31st March 2015 is Rs. 731058/- as against Rs. 1798965/-in the previousyear. Due to adverse market condition the activities declined which has affected Businessand Profitability of the Company. The company is looking for new opportunities to improveits performance.

4. Management Discussion And Analysis Report

As required under clause 49 of the Listing agreement entered into with the stockexchanges. The Management Discussion and Analysis of the financial condition and result ofthe Company for the year under review is annexed and forms an integral part of theDirectors Report.

5. Corporate Governance Report

A Report on Corporate Governance under clause 49 of the Listing Agreement entered withthe Stock Exchanges forms part of the Annual Report. A certificate from M/S. R. K.Khandelwal & Co. Chartered Accountant and Statutory Auditors of the Company confirmingcompliance with the conditions of Corporate Governance as stipulated under the aforesaidClause 49 also forms part of the annual report:

6 . Directors

A. Retirement by rotation

In accordance with the provisions of Section 152 (6) Shri Pawan Ramdhan Agarwal (DIN:00556417) retires by rotation at the ensuing Annual General Meeting of the Company andbeing eligible offer himself for re-appointment. The Board recommends his re-appointment

B. Independent Directors

The Independent Directors have submitted the declaration of Independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6) and there has been no change in thecircumstances which may affect their status as independent director during the year. Theprofile of the Independent Directors forms part of the Corporate Governance Report.

C) Performance Evaluation -

In compliance with the Companies Act 2013 and clause 49 of the Listing Agreement theBoard of Directors have carried out an Annual its own Performance of the directorsindividually as well as the evolution of its various committees. A structuredquestionnaire was prepared covering various aspects of the Board s functioning such asparticipation adequate preparation contribution to strategy and other areas quality ofdecision making high quality of debate with robust and probing discussions etc. TheNomination and Remuneration Committee evaluated the performance of every Directors.Independent Directors at a separate meeting held by them have reviewed the performance ofthe non-Independent Directors and the Board as a whole.

The Independent directors also reviewed the performance of the Chairman of the Companytaking into account the views of Executive and Non-Executive Directors. The performanceevolution of the independent directors was carried out by the entire board excluding thedirectors being evaluated.

D) The Board of Director has on the recommendation of the Nomination &Remuneration Committee appointed MS. PRITI VIRKAR (DIN No. 02938409) as an AdditionalDirector of the Company with effect from 12th Feb. 2015 till the conclusion of ensuingAnnual General Meeting. pursuant to the provisions of Sections 149 152 read with ScheduleIV and other applicable provisions of the Companies Act 2013 and the Companies(Appointment and Qualifications of Directors) Rules 2014 (including any statutorymodification(s) and re-enactment thereof for the time being in force) and Clause 49 ofthe Listing Agreement Smt Priti Suryakant Virkar (DIN: 02938409) who was appointed as anAdditional Director of the Company under Section 161 of the Companies Act 2013 by theBoard of Directors with effect from 12th February 2015 and who holds office till the dateof the AGM and who qualifies for being appointed as a Directors and in respect of whom theCompany has received a notice in writing from a Member under Section 160 of the CompaniesAct 2013 signifying his intention to propose Smt Priti Suryakant Virkar (DIN: 02938409)as a candidate for the office of a director of the Company be and is hereby appointed asa Director of the Company liable to retire by rotation.

7. Board Meetings

During the year Six Board Meetings were convened and held the details of which aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.

8. Particulars of employees

The provisions of Section 197(2) of the Companies Act 2013 read with rule 5(1) and5(2) of the Companies Appointment and remuneration of Managerial Personnel) Rules 2014 arenot applicable to the Company.

9. Statutory Auditors

M/s R. K. Khandelwal & Co Chartered Accountants Statutory Auditors of the Companywill hold office until the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment as per Section 139 of the Companies Act 2013.

M/s R. K. Khandelwal & Co have expressed their willingness to get re-appointed asthe Statutory Auditors of the company and has furnished a Certificate of their eligibilityand consent under Section 141 of the Companies Act 2013 and the rules framed there under.In terms of the Listing Agreement the Auditors have confirmed that they hold a validcertificate issued by the Peer Review Board of the ICAI. The board based on the recommendsthe appointment of M/s R. K. Khandelwal & Co. as the Statutory Auditors of theCompany.

The members are requested to reappoint M/s R. K. Khandelwal & Co CharteredAccountants as Auditors from the conclusion of the ensuing Annual General Meeting till theconclusion of the next Annual General Meeting in 2016.

The Auditors Report to the Shareholders for the year under review does not contain anyqualification.

The Report given by the Statutory Auditors on the Financial Statements for the yearended 31st March 2015read with Notes thereon do not call for any explanation or commentsfrom the Board under Section 134(3) of the Companies Act 2013.

10. Secretarial Auditor and Secretarial Audit Report.

M/s. S. K. Jain & Co.(Proprietor Dr. S. K. Jain) Practicing Company Secretary wasappointed to conduct Secretarial Audit of the Company for the financial year 2014-15 asrequired under section 204 of the Companies Act 2013 and the rules thereunder. TheSecretarial Audit report for the financial year 2014-15 forms part of the annual report.The Company has taken note of the observations given in the Report and necessary remedialmeasures are being taken.

11. Conservation of Energy Technology and Foreign Exchange.

In accordance with the provisions of Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 the Conservation of Energy Technology Absorptionand Foreign Exchange Earnings and Outgo are not applicable to the Company.

12. Share Capital

During the year there has been no allotment in the Company. Thus the Paid-up ShareCapital of the Company remains unchanged i.e. Rs. 30066000 /- (Rupees Three Crore andSixty Six Thousand) divided in to 3006600 (Thirty Lakhs Six Thousand and Six Hundred)Equity shares of Rs. 10/-(Rupees Ten) each.

13. Extract of the Annual Return

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2015 made under theprovisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith.

14. Public Deposits

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 during the year under review. Hence the requirement for furnishingof details of deposits which are not in compliance with the Chapter V of the Act is notapplicable.

. 15. Internal Control Systems and their adequacy

The Company has adequate internal control procedure commensurate with the nature of itsbusiness and size of its operations. Internal Audit is conducted on a regular basis by areputed firm of Chartered Accountants. The reports of the internal audit along withcomments from the management are placed for review before audit committee.

16. Committees of the Board.

16.1 Internal Compliance Committee.

In terms of the provisions of the Sexual Harassment of Women at Work place (PreventionProhibition and Redressal) Act 2013 the Company has formed Internal Compliance Committeesat its Head Office at Mumbai The Board also has approved a policy for prevention ofSexual Harassment at Work place. There were no Complaints filed till date under the saidpolicy

16.2 Risk Management Committee

The Company has laid down the procedures to inform to the Board about the riskassessment and minimization procedures and the Board has formulated Risk management policyto ensure that the Board its Audit Committee and its Executive Management shouldcollectively identify the risks impacting the Company's business and document theirprocess of risk identification risk minimization risk optimization as a part of a riskmanagement policy/ strategy. The details of the Composition of the Risk ManagementCommittee are given in the Corporate Governance Report.

16.3 AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc. The details of the Composition of the Audit Committee are given inthe Corporate Governance Report. During the year there are no instances where the Boardhad not accepted the recommendations of the Audit Committee.

16.4 NOMINATION & REMUNERATION COMMITTEE & POLICY

The Company has duly constituted Nomination & Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013 and therevised Clause 49 of the Listing Agreement. The details of the Composition of theNomination & Remuneration Committee are given in the Corporate Governance Report.

17. Related Party Transactions:

There are no related party transactions.

18. Particulars of loans guarantees and investments.

Details of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the Note No.13 to FinancialStatements.

19. Vigil Mechanism / Whistle Blower Policy

In terms of the provisions of Section 177 (9) & (10) of the Companies Act 2013company has established a Vigil Mechanism for Directors and employees to report genuineconcerns about unethical behavior or sspected fraud or violation of the

Company s Code of Conduct by Directors / employees. The Audit Committee oversees theVigil Mechanism. Vigil Mechanism has been disclosed by the Company on its website.

20. Directors’ Responsibility Statement

In terms of section 134 (3)(c ) of the Companies Act 2013 your Directors have:

(a) in the preparation of the annual accounts for the financial year ended March 312015 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st march end of the financialyear and of the profit and loss of the Company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors have laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively.

(f) the directors has devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

21 . Significant/Material Orders passed by the Regulators

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future.

22. Acknowledgements

The Board places on record their grateful appreciation for the assistance andco-operation received from all stakeholders.

For and on behalf of the Board of Directors Sd/- Chairman

Place: Mumbai

Date: 28.08.2015

Registered Office: 42 Gopal Bhavan 199 Princess Street

Mumbai 400 002