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Olympic Oil Industries Ltd.

BSE: 507609 Sector: Industrials
NSE: N.A. ISIN Code: INE286E01019
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P/E 11.07
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OPEN 119.80
CLOSE 119.80
VOLUME 100
52-Week high 119.80
52-Week low 56.75
P/E 11.07
Mkt Cap.(Rs cr) 34
Buy Price 119.80
Buy Qty 2.00
Sell Price 0.00
Sell Qty 0.00

Olympic Oil Industries Ltd. (OLYMPICOILIND) - Director Report

Company director report

To

The Shareholders

Your Directors have pleasure in presenting the Thirty Sixth Annual Report along withthe Audited Financial Statements for the year ended 31st March 2016.

1. FINANCIAL HIGHLIGHTS

The Financial Performance of the Company for the year ended 31st March 2016is summarised below:

Particulars 2015-16 2014-15
(Rs in Lakhs) (Rs in Lakhs)
Income
Revenue from Operations 197640.44 187788.41
Other Income 566.07 141.34
Total Income 198206.51 187929.75
Less : Expenses
Operating Depreciation and Other Expenses 196819.90 186439.66
Salaries and Benefits 87.40 92.32
Extra Ordinary Items 0.08 0.28
Total Expenses 196907.38 186532.26
Profit before Tax and Appropriations 1299.13 1397.49
Less : Tax Expenses
Provision for Deferred Tax (5.68) (4.10)
Provision for Income Tax 445.00 478.00
Excess Provision of Income Tax for last year 0.73 (0.67)
Total Tax Expenses 440.05 473.23
Profit after Tax 859.08 924.26

2. STATE OF COMPANY’S AFFAIRS

• During the year under review your Company’s sales has been increased to Rs.190935.07 Lakhs as against to Rs. 181398.40 Lakhs in the previous financial year2014-2015 showing an increase of 5.26%

• Revenue of Business segments were as follow:

Sale of Equipments has increased by 33% from Rs. 96231.70 Lakhs in Financial Year2014-15 to Rs. 128289.23 Lakhs in Financial Year 2015-16.

Sale of Agri Products has decreased by 40% from Rs. 52173.95 lakhs in FinancialYear 2014-15 to Rs. 31295.14 lakhs in Financial Year 2015-16.

Sale of Minerals & Metals has decreased by 6.48% from Rs. 33459.35 lakhs inFinancial Year 2014-15 to Rs. 31289.79 lakhs in Financial Year 2015-16.

• Profit before interest depreciation extra ordinary items and tax in 2015-16has decreased to Rs. 1570.08 Lakhs from Rs. 1700.89 Lakhs as compared with the previousfinancial year 2014-2015.

• After providing for interest of Rs.237.26 Lakhs (Rs. 276.49 Lakhs in previousfiscal year) and depreciation of Rs. 33.62 Lakhs (Rs. 26.63 Lakhs in previous fiscalyear) the profit after tax of the Company has decreased by 7.05% from Rs. 924.26 Lakhs inFY 2014-15 to Rs. 859.08 Lakhs in FY 2015-16.

• During the year the sale of Company in International Market has increased by5.99%.

• Despite of the uncertainties and challenges in the economic environment Companyhas successfully added strong value addition in its development by scaling new heights interms of revenue.

3. DIVIDEND

Your Directors do not recommend any dividend for the year under review as the profitsearned needs to be ploughed back into the operations of the Company.

4. TRANSFER TO RESERVES

The Director did not recommend any amount to be transferred to reserves.

5. SHARE CAPITAL AND CHANGES THEREIN

There was no change in share capital of the Company during the year under review. As on31st March 2016 the paid up equity share capital of your Company was Rs.28540000/- divided into 2854000 equity shares of Rs.10/- each.

6. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and as prescribed in Form MGT-9 of the Companies (Management and Administration) Rules2014 is appended as ANNEXURE I to this Report.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirms that: i. In the preparation of the annualaccounts for financial year ended March 31 2016 the applicable accounting standards havebeen followed along with proper explanation relating to material departures; ii. They haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of financial year and of the profit for that period;iii. They have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; iv. They haveprepared the annual accounts for financial year ended March 31 2016 on a ‘goingconcern’ basis; v. They have laid down internal financial control to be followed bythe Company and that such internal financial controls are adequate and have been operatingefficiently; and vi. They have devised proper systems to ensure compliance with provisionsof all applicable laws and that such systems were adequate and operating effectively.

8. DEPOSITORY SYSTEM

Your Company’s Equity Shares are available for dematerialization through NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). As on March 31 2016 91.16% of the Equity Shares of your Company were held indematerialized form.

9. BOARD AND ITS COMMITTEES I. BOARD

Composition

The Board of Olympic Oil Industries Limited consists of Five Directors with a fairrepresentation of Executive Non-Executive and Independent Directors. The Chairman beingExecutive Director as per Listing Regulations the Company has three Independent Directorson its Board. All Independent Directors are eminent persons and bring wide range ofexpertise and experience to the Board thereby ensuring the best interest of stakeholdersand the Company. Details of Director retiring by rotation and their brief profiles areprovided in the notice to the Annual General Meeting.

The Company holds at least four Board Meetings in a year one in each quarterinter-alia to review the financial results of the Company. The gap between two BoardMeetings does not exceed one hundred and twenty days and additional Board Meetings arealso convened to address the specific requirements of the Company.

The Board of the Company is presented with all information whenever applicable andwherever materially significant. These are submitted either as part of the agenda well inadvance of the Board Meetings or are tabled in the course of the Board Meetings. All thematters which are mandatory to be reviewed by Board of Directors are discussed in themeeting in compliance of the SEBI (LODR) Regulations. Further to that materially importantlitigations show cause notices demands prosecution and penalty notices Fatal orserious accidents dangerous occurrences are timely discussed in the meeting.

No. of Meetings

During the year under review 5 (Five) meetings of the Board of Directors were held on05th June 2015; 10th August 2015; 09th November 2015;30th December 2015 and 12th February 2016 .

Attendance of Board is as follows:

SR No. Name of Director Category No. of Meetings held No. of Meetings Attended
1. Mr. Nipun Verma Executive Director (WTD) 5 5
2. Mr. Sharad Bhartia Executive Director (WTD) 5 4
3. Mr. Ashok Patel Independent Director 5 4
4. Mr. Gopal Saxena Independent Director 5 5
5. Mr. Arvind Srivastava Independent Director 5 4
6. Mrs. Sandhya Swarup (resigned with effect from 13th July 2015) Additional Non-Executive Director 5 1

None of the Directors is a member of more than ten Board-level committees or Chairmanof more than five such committees as required under Regulation 26 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Further none of theIndependent Directors are independent director in more than seven listed entities and noneof the whole time directors are independent directors in more than three listed entitiesas required under Regulation 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

II. Committees of the Board A. Audit Committee Composition:

Composition of Audit Committee is in alignment with the provisions of Section 177 ofCompanies Act 2013 and Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Audit Committee comprised of three members i.e. Mr.Gopal Saxena Mr. Ashok Patel (both Independent Directors) and Mr. Sharad Bhartia(Whole-time Director). Mr. Gopal Saxena (Independent Director) is the chairman of thecommittee.

Terms of Reference:

The terms of reference of the Audit Committee approved by the Board as per theprovisions of section 177 of the Companies Act 2013.

The primary objective of the Audit Committee is to monitor and provide effectivesupervision of the management’s financial reporting progress with a view to ensuringaccurate timely and proper disclosures and transparency integrity and quality offinancial reporting. The Committee oversees the work carried out by the managementinternal auditors statutory auditors on the financial reporting process and thesafeguards employed by them.

No. of Meetings:

The members of the Audit Committee met 4 (Four) times during the period under thereview - on 05th June 2015; 10th August 2015 09thNovember 2015 and 12th February 2016 and the maximum time gap between twomeetings did not exceed one hundred and twenty days.

Attendance of Committee is as follows:

Sr. No Name of the Directors No. of Meetings Held No. of Meetings Attended
1. Mr. Gopal Saxena 4 4
2. Mr. Sharad Bhartia 4 3
3. Mr. Ashok Patel 4 4

B. Nomination Remuneration & Compensation Committee Composition:

The Nomination Remuneration and compensation Committee comprised of three members i.e.Mr. Ashok Patel Mr. Gopal Saxena and Mr. Arvind Srivastava are all Independent Directors.The Chairman of the Committee is Mr. Ashok Patel. The terms of reference of theNomination Remuneration and Compensation Committee approved by the Board as per theprovisions of Section 178 of the Companies Act 2013 .

Terms of Reference:

The terms of reference of the Committee are as follows: .

• Identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and carry out evaluation of every Director’sperformance.

• Formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration of the Directors Key Managerial Personnel and other employees.

No. of Meetings:

The members of the Nomination Remuneration and Compensation Committee met 2 (Two) timesduring year under the review on 10th August 2015 and 12thFebruary 2016.

Attendance of Committee is as follows:

Sr. No Name of the Directors No. of Meetings Held No. of Meetings Attended
1. Mr. Ashok Patel 2 2
2. Mr. Gopla Saxena 2 2
3. Mr. Arvind Srivastava 2 2

C. Corporate Social Responsibility Committee Composition:

Composition of Corporate Social Responsibility Committee is in alignment with theprovisions of Section 135 of Companies Act 2013. The Committee comprised of three membersi.e. Mr. Arvind Srivastava Mr. Gopal Saxena and Mr. Ashok Patel. The Chairman of theCommittee is Mr. Arvind Srivastava an Independent Director.

No. of Meetings:

The members of the Corporate Social Responsibility Committee met 2 (Two) times duringthe year under the review on 10th August 2015 and 12th February2016.

Attendance of Committee is as follows:

Sr. No Name of the Directors No. of Meetings Held No. of Meetings Attended
1. Mr. Arvind Srivastava 2 2
2. Mr. Gopal Saxena 2 2
3. Mr. Ashok Patel 2 2

D. Stakeholders Relationship Committee: Composition:

Composition of Stakeholders Relationship Committee is in alignment with the provisionsof Section 178 of Companies Act 2013. The Stakeholders Relationship Committee comprisedof three members i.e. Mr. Arvind Srivastava Mr. Ashok Patel and Mr. Nipun Verma. TheChairman of the Committee Mr. Arvind Srivastava is an Independent Director.

Terms of Reference:

The scope of the Stakeholders Relationship Committee is to review and address thegrievances of the shareholders in respect of share transfers transmission issue ofduplicate/consolidated share certificates allotment and listing of shares non-receipt ofannual report non- receipt of balance sheet non-receipt of dividend etc. and otherrelated activities. In addition the Committee also looks into matters that can facilitatebetter investor’s services and relations.

Status of Investor Complaints for the Financial Year ended March 31 2016:

Complaints outstanding as on April 01 2015 NIL
Complaints received during the financial year ended March 31 2016 2
Complaints resolved during the financial year ended March 31 2016 2
Complaints outstanding as on March 312016 NIL

No. of Meetings

The members of the Stakeholder Relationship Committee met 15 (Fifteen) times duringyear under the review i.e. on 10th June 2015; 23rd June 2015; 14thJuly 2015; 04th August 2015; 19th August 2015; 25thAugust 2015; 08th September 2015; 15th September 2015; 22ndSeptember 2015; 07th October 2015; 27th October 2015; 06thNovember 2015; 22nd February 2016; 14th March 2016; and 17thMarch 2016.

Attendance of Committee is as follows:

Sr. No Name of the Directors No. of Meetings Held No. of Meetings Attended
1. Mr. Arvind Srivastava 15 13
2. Mr. Ashok Patel 15 14
3. Mr. Nipun Verma 15 15

10. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178 is appended as AnnexureII to this Report.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of Loans given Investments made and guarantees given and securitiesprovided under the Section 186 of the Companies Act 2013 as on 31st March2016 have been provided in the notes to the Financial Statements forming part of thisreport.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties as defined under the Companies Act 2013 were in the ordinarycourse of business and on an arm’s length basis. During the year the Company had notentered into any contract / arrangement / transaction with related parties which could beconsidered material. Accordingly the disclosure of Related Party Transactions as requiredunder Section 134(3) of the Companies Act in Form AOC-2 is not applicable.

Attention of the members is drawn to the disclosures of transactions with the relatedparties as per Accounting Standard 18 is set out in Notes to Accounts forming part of thefinancial statement forming part of this report.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between 31st March 2016 and the date of thereport other than those disclosed in this report.

14. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Your Company has taken necessary steps and initiative in respect of conservation ofenergy to possible extent to conserve the resources as required under Section 134(3)(m) ofthe Companies Act 2013 and rules framed thereunder.

Technology Absorption

Your Company is not engaged in any manufacturing activity the particulars oftechnology absorption as required under Section 134(3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 are not applicable.

Foreign Exchange Earnings and Outgo

During the year under review the Company has received Rs.207939.61 Lakhs for exportrealizations and advances and has spent foreign exchange Rs.193210.99 Lakhs towardspurchases.

15. BUSINESS RISK MANAGEMENT

Your Company is aware of the risks associated with the business. It regularly analysesand takes corrective actions for managing/ mitigating the same. Your Company hasinstitutionalized the policy/process for identifying minimizing and mitigating risk whichis reviewed. The key risks and mitigation actions are placed before the Audit Committee.

16. CORPORATE SOCIAL RESPONSIBILITY

Your Company’s CSR Policy statement and annual report on the CSR activitiesundertaken during the financial year ended 31st March 2016 in accordance withSection 135 of the Companies Act 2013 and Companies (Corporate Social ResponsibilityPolicy) Rules 2014 is annexed to this report as Annexure III.

17. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD

The Board of Directors has carried out an annual evaluation of its own performance owncommittees and individual Directors pursuant to the provisions of the Act and theCorporate Governance Requirements as prescribed by SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 on the basis of criteria such as skillsknowledge discharge of duties level of participation at the meetings etc. on the issuesto be discussed.

In a separate meeting of Independent Directors performance of Non IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking in to account the views of executive directors and non executivedirectors. Performance evaluation of independent Directors was done by the entire Boardexcluding the independent Directors being evaluated.

18. CHANGE IN THE NATURE OF BUSINESS

During the year under review there was no change in the nature of business of theCompany.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• In accordance with the provisions of the Section 152(6)(e) of the Companies Act2013 read with the Articles of Association of the Company Mr. Nipun Verma (DIN:02923423) Whole Time Director of the Company being director liable to retire by rotationshall retire at the ensuing Annual General Meeting and being eligible for reappointmentoffer himself for reappointment

• All Independent Directors have submitted declarations that they meet thecriteria of Independence as laid out under Section 149(6) of the Companies Act 2013 andregulation 16 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

20. FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization programmes to Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company at the link http://www.olympicoil.co.in/

21. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary Joint Venture Associate Company or LLPsduring the year under review.

22. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

24. INTERNAL FINANCIAL CONTROLS SYSTEM

Your Company has an internal financial control system commensurate with the size scaleand complexity of its operations. The Audit Committee has in place a mechanism toidentify assess monitor and mitigate various risks to key business objectives. The

Audit Committee has a process for timely check for compliance with the operatingsystems accounting procedures and policies. Major risks identified by the businesses andfunctions are systematically addressed through mitigating action on continuing basis.

25. AUDITORS AND AUDITORS’ REPORT

M/s. Shankarlal Jain & Associates LLP Chartered Accountants (FRNW100082) wereappointed as the Statutory Auditors of the Company at Annual General Meeting held on 22ndSeptember 2014 to hold office from the conclusion of the 34th Annual General Meeting tillthe conclusion of the 37th Annual General Meeting to be held in 2017 subjectto ratification of their appointment at every Annual General Meeting. The Board ofDirectors of the Company at its meeting held on August 13 2016 recommends to members ofyour Company ratification of appointment of M/s. Shankarlal Jain & Associates LLPChartered Accountants as the Statutory Auditors of the Company for financial year2016-2017.

There are no qualifications reservations or adverse remarks or disclaimers exceptmatter of emphasis as mentioned in Audit Report made by M/s. Shankarlal Jain &Associates LLP Chartered Accountants Statutory Auditors in their report.

Further the members be informed that the Auditors without qualifying in their reporthas highlighted emphasis on the below mentioned matter:

1. Note No. 12 regarding doubtful debts of Rs.4490040/- for which no provision hasbeen made as management expects to realize the amount fully.

2. Note No. 14 regarding doubtful advances of Rs.259297586/- for which no provisionhas been made as management expects to realize the amount fully.

Management’s Reply:

As Company regularly taking follow up for doubtful debts of Rs.4490040/- and doubtfuladvances of Rs.259297586/- and Company has already initiated legal proceedings againstthe party. Further management is expecting the realization of whole amount in due course.Therefore management has not made any provisions for doubtful debts and doubtful advancesrespectively. There have been no instances of fraud reported by the Auditors under Section143(12) of the Companies Act 2013.

26. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 Board of Directorsof the Company has appointed M/s. A K Jain & Co. Company Secretaries as SecretarialAuditor to conduct the Secretarial Audit and his Report on Company’s SecretarialAudit Report for the financial year ended 31st March 2016 is appended to thisReport as ANNEXURE IV.

There are no other qualifications reservations or adverse remarks or disclaimers madeby A K Jain & Co Company Secretary in Practice in his secretarial audit reportexcept to the following:

1. The Company has not appointed woman Director on Board pursuant to provisions ofSection 149 of Companies Act 2013 and

2. In terms of Regulation 6 (1) of Securities and Exchange Board of India (Listingobligations and Disclosures Requirements) Regulations 2015 Company Secretary of theCompany is not designated as a Compliance Officer.

Reply of Management:

With respect to the observation of the Secretarial Auditor in their report members areinformed that the Company:

1. Is in process of identifying suitable candidate for the post of woman Director andshall comply with the requirements of the Section 149 of the Companies Act 2013 in duecourse.

2. Already has a qualified Company Secretary. However with respect to the designationas a Compliance Officer in terms of Regulation 6 of the SEBI LODR members be informedthat the management is of the view that the present compliance officer of the Company isbeen represented as compliance officer in few legal matters and once the matters areclosed the Company shall comply with the same.

27. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a Whistle Blower Policy in line with the provisions of the Section 177of the Companies Act 2013. This policy establishes a vigil mechanism for directors andemployees to report their genuine concerns actual or suspected fraud or violation of theCompany’s code of conduct.

The said mechanism also provides for adequate safeguards against victimisation of thepersons who use such mechanism and makes provision for direct access to the chairman ofthe Audit Committee. We confirm that during the financial year 2015-2016 no employee ofthe Company was denied access to the Audit Committee.

The said Whistle Blower Policy is available on the website of the Company atwww.olympicoil.co.in.

28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

Your Company is committed to creating and maintaining an atmosphere in which employeescan work together without fear of sexual harassment exploitation and intimidation.Accordingly the Company has in place an Anti Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013.

Internal Complaints Committee (ICC) was set up to redress complaints received regardingsexual harassment. All employees (Permanent Contractual temporary trainees) are coveredunder this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year:

No. of Complaints received Nil
No. of Complaints disposed off Nil

29. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 (2) (a) of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the compliance with the provisions of Regulations 27 ofthe listing Regulations is not mandatory for the time being in respect of the followingclass of the Companies: a. The Listed Entity having paid up equity share capital notexceeding Rupees 10 Crore and Net Worth not exceeding Rupees 25 Crore as on the last dayof the previous financial year; Provided that where the provisions of Regulation 27 becomeapplicable to a listed entity at a later date such listed entity shall comply with therequirements of Regulation 27 within six months from the date of which the provisionsbecome applicable to the listed entity.

As per the provision mentioned above our Company is within the ambit and exempted onthe basis of the conditions prescribed in the Regulation 15(2) and therefore complianceswith the Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 is not applicable to the Company for the year under review.

30. MANAGEMENT’S DISCUSSION AND ANALYSIS

The Management’s Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2) of SEBI LODR is appended as ANNEXURE V to thisreport.

31. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any shares lying in its Demat Suspense Account / UnclaimedSuspense Account.

32. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 has been appended as ANNEXUREVI to this Report.

There were no such employees of the Company for which the information required to bedisclosed pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016.

33. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and sincere thanks to theState Governments Government agencies Banks & Financial Institutions customersshareholders vendors and other related organizations who through their continued supportand co-operation have helped as partners in your Company’s progress. Your Directorsalso acknowledge the hard work dedication and commitment of the employees.

By Order of the Board of Directors
Place: Mumbai Nipun Verma
Date: 13th August 2016 Chairman & Whole-time Director
DIN : 02923423

ANNEXURE II NOMINATION & REMUNERATION POLICY

NOMINATION & REMUNERATION POLICY

1. OBJECTIVE

The Nomination Remuneration and Compensation Committee and this Policy shall be incompliance with Section 178 of the Companies Act 2013 read along with the applicablerules thereto and Clause 49 under the Listing Agreement. (As amended from time to time)The Key Objectives of the Committee would be: 1.1 To guide the Board in relation toappointment and removal of Directors Key Managerial Personnel and Senior Management.

1.2. To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board.

1.3. To recommend to the Board on Remuneration payable to the Directors KeyManagerial Personnel and Senior Management.

1.4. To provide to Key Managerial Personnel and Senior Management reward linkeddirectly to their effort performance dedication and achievement relating to theCompany’s operations.

1.5. To retain motivate and promote talent and to ensure long term sustainabilityof talented managerial persons and create competitive advantage.

1.6. To devise a policy on Board diversity

1.7. To develop a succession plan for the Board and to regularly review the plan;

1.8 To formulate detailed ESOS Plan and the terms and conditions thereof includingbut not limited to determination of the Exercise Price Exercise Period Lock – inperiod consequence of failure to exercise option method of valuation accountingpolicies disclosures etc and matters related thereto.

2. DEFINITIONS

2.1. Act means the Companies Act 2013 and Rules framed there under as amendedfrom time to time.

2.2. Board means Board of Directors of the Company.

2.3. Directors mean Directors of the Company.

2.4. Key Managerial Personnel means

2.4.1. Managing Director;

2.4.2. Whole-time director;

2.4.3. Chief Financial Officer;

2.4.4. Company Secretary; and

2.4.5. Such other officer as may be prescribed.

2.5. Senior Management means Senior Management means personnel of the company whoare members of its core management team excluding the Board of Directors includingFunctional Heads.

3. ROLE OF COMMITTEE

The Committee shall:

3.1 Terms of reference

3.1.1. Formulate the criteria for determining qualifications positive attributesand independence of a director.

3.1.2. Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial in accordance with the criteria laid down in this policy.

3.1.3. Recommend to the Board appointment Remuneration and removal of DirectorKMP and Senior Management Personnel.

3.1.4 formulate detailed ESOS Plan and the terms and conditions thereof includingbut not limited to determination of the Exercise Price Exercise Period Lock – inperiod consequence of failure to exercise option method of valuation accountingpolicies disclosures etc and matters related thereto.

3.2. Policy for appointment and removal of Director KMP and Senior Management

3.2.1. Appointment criteria and qualifications

a) The Committee shall identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP or at SeniorManagement level and recommend to the Board his / her appointment.

b) A person should possess adequate qualification expertise and experience for theposition he /she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person asManaging Director or Whole-time Director who has attained the age of seventy years.Provided that the term of the person holding this position may be extended beyond the ageof seventy years with the approval of shareholders by passing a special resolution basedon the explanatory statement annexed to the notice for such motion indicating thejustification for extension of appointment beyond seventy years.

3.2.2. Term / Tenure a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Managing Director orWhole-time Director for a term not exceeding five years at a time. No re-appointment shallbe made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutiveyears on the Board of the Company and will be eligible for re-appointment on passing of aspecial resolution by the Company and disclosure of such appointment in the Board’sreport.

No Independent Director shall hold office for more than two consecutiveterms but such Independent Director shall be eligible for appointment after expiry ofthree years of ceasing to become an Independent Director. Provided that an IndependentDirector shall not during the said period of three years be appointed in or beassociated with the Company in any other capacity either directly or indirectly. Howeverif a person who has already served as an Independent Director for 5 years or more in theCompany as on date as may be determined by the Committee as per regulatory requirement;he/ she shall be eligible for appointment for one more term of 5 years only.

At the time of appointment of Independent Director it should be ensured thatnumber of Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act.

3.2.3. Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

3.2.4. Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

3.2.5. Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

3.3. Policy relating to the Remuneration for the Managing Director or Whole- timeDirector KMP and Senior Management Personnel

3.3.1. General:

a) The remuneration / compensation / commission etc. to the Managing Director orWhole-time Director KMP and Senior Management Personnel will be determined by theCommittee and recommended to the Board for approval. The remuneration / compensation /commission etc. shall be subject to the prior/post approval of the shareholders of theCompany and Central Government wherever required. b) The remuneration and commission tobe paid to the Managing Director or Whole-time Director shall be in accordance with thepercentage / slabs / conditions laid down as per the provisions of the Act and in linewith the Company’s policy. c) Increments to the existing remuneration/ compensationstructure may be recommended by the Committee to the Board which should be within theslabs approved by the Shareholders in the case of Managing Director or Whole-timeDirector. d) Where any insurance is taken by the Company on behalf of its ManagingDirector or Whole-time Director Chief Executive Officer Chief Financial Officer theCompany Secretary and any other employees for indemnifying them against any liability thepremium paid on such insurance shall not be treated as part of the remuneration payable toany such personnel.

Provided that if such person is proved to be guilty the premium paid on such insuranceshall be treated as part of the remuneration.

3.3.2. Remuneration to Whole-time / Executive / Managing Director KMP and SeniorManagement Personnel:

a) Fixed pay:

The Managing Director or Whole-time Director/ KMP and Senior Management Personnel shallbe eligible for a monthly remuneration as may be approved by the Board on therecommendation of the Committee. The breakup of the pay scale and quantum of perquisitesincluding employer’s contribution to P.F pension scheme medical expenses clubfees etc. shall be decided and approved by the Board/ the Person authorized by the Boardon the recommendation of the Committee and approved by the shareholders and CentralGovernment wherever required.

b) Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managing Director or Whole-time Director inaccordance with the provisions of Schedule V of the Act and if it is not able to complywith such provisions with the previous approval of the Central Government.

c) Provisions for excess remuneration:

If any Managing Director or Whole-time Director draws or receives directly orindirectly by way of remuneration any such sums in excess of the limits prescribed underthe Act or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

3.3.3. Remuneration to Non- Executive / Independent Director:

a) Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Articles of Association of the Company and/or the Act.

b) Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed Rs. One Lac per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time.

c) Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Act.

d) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

4. MEMBERSHIP

4.1 The Committee shall consist of a minimum 3 non-executive directors majority ofthem being independent.

4.2 Minimum two (2) members shall constitute a quorum for the Committee meeting.

4.3 Membership of the Committee shall be disclosed in the Annual Report.

4.4 Term of the Committee shall be continued unless terminated by the Board ofDirectors.

5. CHAIRPERSON

5.1 Chairperson of the Committee shall be an Independent Director.

5.2 Chairperson of the Company may be appointed as a member of the Committee butshall not be a Chairman of the Committee.

5.3 In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.

5.4 Chairperson of the Nomination and Remuneration Committee meeting could bepresent at the Annual General Meeting or may nominate some other member to answer theshareholders’ queries.

6. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may berequired.

7. COMMITTEE MEMBERS’ INTERESTS

7.1 A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

7.2 The Committee may invite such executives as it considers appropriate to bepresent at the meetings of the Committee.

8. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

9. VOTING

9.1 Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

9.2 In the case of equality of votes the Chairman of the meeting will have acasting vote.

10. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

10.1 Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;

10.2 Ensuring that on appointment to the Board Non-Executive Directors receive aformal letter of appointment in accordance with the Guidelines provided under the Act;

10.3 Identifying and recommending Directors who are to be put forward forretirement by rotation.

10.4 Determining the appropriate size diversity and composition of the Board;

10.5 Setting a formal and transparent procedure for selecting new Directors forappointment to the Board;

10.6 Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;

10.6 Evaluating the performance of the Board members and Senior Management in thecontext of the Company’s performance from business and compliance perspective;

10.7 Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.

10.8 Delegating any of its powers to one or more of its members or the Secretary ofthe Committee;

10.9 Recommend any necessary changes to the Board; and

10.10 Considering any other matters as may be requested by the Board.

11. REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

11.1 to consider and determine the Remuneration Policy based on the performanceand also bearing in mind that the remuneration is reasonable and sufficient to attractretain and motivate members of the Board and such other factors as the Committee shalldeem appropriate all elements of the remuneration of the members of the Board.

11.2 to approve the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.

11.3 to delegate any of its powers to one or more of its members or the Secretaryof the Committee.

11.4 to consider any other matters as may be requested by the Board.

11.5 Professional indemnity and liability insurance for Directors and seniormanagement.

12. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minutised and signed by the Chairman of theCommittee at the subsequent meeting. Minutes of the Committee meetings will be tabled atthe subsequent Board and Committee meeting.

ANNEXURE III

Annual Report on Corporate Social Responsibility Activities as prescribed under Section135 of the Companies Act 2013 and Companies (Corporate Social Responsibility Policy)Rules 2014

1. A brief outline of the company’s CSR policy including overview ofprojects or programs proposed to be undertaken and a reference to the web-link to the CSRpolicy and projects or programs

Olympic Corporate Social Responsibility Policy is rooted in the Company’s corevalues of quality reliability and trust guided by international standards and bestpractices and driven by our aspiration for excellence in the overall performance of ourbusiness.

CSR VISION

1. Develop meaningful and effective strategies for engaging with all stakeholders;

2. Consult with Government (Central & State) Department & Ministries and localauthorities / communities to identify effective and culturally appropriate developmentgoals;

3. Partner with credible organizations like trusts foundations etc. including nongovernment organizations;

OBJECTIVES

1. To address issues of education directly and indirectly amongst the deservingunderprivileged poor needy handicapped etc. for children and adults and theirdeserving family members and to distribute scholarships and to create employmentopportunities through educational support vocational training guidance and such othersimilar activities.

2. To undertake environment protection and conservation activities.

3. To undertake activities for alleviation of poverty.

4. To help in the combat of diseases like HIV / Aids etc. and to promote socialawareness in the field of medicine and to provide medical assistance or financial supportfor the needy.

5. To empower communities by providing assistance for sustainable social activitiessuch as developing infrastructure for training education etc.

6. Contribution to Prime Minister’s Relief Fund or any such other fund which meetsthe specified objectives from time to time.

7. To contribution to NGOs / SHGS / Govt. (Central & State) Dept. & Ministriesand local authorities / communities for purposes which meet the above specified objectivesfrom time to time.

Web Link to the CSR Policy and projects or programs: www.olympicoil.co.in

2. The Composition of the CSR Committee:

All the members of Committee are Independent Directors.

1. Arvind Srivastava Chairman
2. Gopal Saxena Member
3. Ashok Patel Member

 

3. CSR Budget and Expenditure
Particulars Amount in Rupees
1 Average net profit of last 3 years 98119792.00
2 Calculated 2 % spend for the current financial year 1962396.00
3 Amount Spend during the current financial year 1800000
4 Amount unspent of the recommended 2% budget if any 162396.00

4. Manner in which the amount spent during the financial year is detailed below

1. CSR Project or activity identified Contribution for construction of complex that shall encompass social welfare activities for medical and educational activities.
2. Sector in which the project is covered Providing Healthcare and Education facilities.
3. Projects or programs (1) Local area or other (2) State and district where projects or programs was undertaken Godhra (Gujarat)
4. Amount outlay (budget) projector programs wise Rs. 1962396/-
5. Amount spent on the projects or programs Sub-heads i.e Direct expenditure on projects or programs and Over heads Rs. 1800000/-
6. Cumulative expenditure upto to the reporting period Rs. 1800000/-
7. Amount spent: Direct or through implementing agency Through Implementing Agency – Jayant Chand Charitable Trust

5. In case the Company has to failed to spend the two percent of the average netprofit of the last three financial years or any part thereof the company shall providethe reasons for not spending the amount :

The amount spent in financial year 2015-16 was Rs. 1800000/- 44.23% higher compareto Rs. 1248000/- spent towards CSR in Financial year 2014-15. The amount spent infinancial year 2015-16 was 1.83% of the average net profits of the last three financialyears. The Company has unspent 0.17% in the financial year as the time was taken toidentify the appropriate project wherein the Company can spent in accordance with the CSRPolicy of the Company.

CSR Committee hereby confirms that the implementation and monitoring of CSR Policy isin compliance with CSR objectives and policy of the Company.

Nipun Verma Arvind Srivastava
Whole-time Director & Chairman Chairman of CSR Committee
DIN: 02923423 DIN: 01957831

Form No. MR-3 SECRETARIAL AUDIT REPORT

For The Financial Year Ended on 31st March 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Olympic Oil Industries Limited

907-910 Meadows Sahar Plaza Andheri Kurla Road J. B. Nagar Andheri (East) Mumbai– 400059

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Olympic Oil Industries Limited(CIN: L15141MH1980PLC022912) (hereinafter called "the Company"). SecretarialAudit was conducted in a manner that provided us a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2016complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance mechanism in place to the extent in the manner andsubject to the reporting made hereinafter: We have examined the books papers minutebooks forms and returns filed and other records maintained by the Company for thefinancial year ended on 31st March 2016 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings (Not Applicable to the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011; b. The Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 1992 and The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not Applicable to the Company during the AuditPeriod);

d. The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 (Not Applicable to the Company during the Audit Period);

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not Applicable to the Company during the Audit Period);

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client (NotApplicable to the Company during the financial year under review);

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 (Not Applicable to the Company during the Audit Period); and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998(Not Applicable to the Company during the Audit Period).

(vi) The management has confirmed that there is/ are no sector specific laws applicableto the Company during the Audit Period.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(Applicable with effect from 1st July 2015);

(ii) The Equity Listing Agreement entered into by the Company with Stock Exchange i.e.BSE Limited as per Securities and Exchange Board of India (Listing obligations andDisclosures Requirements) Regulations 2015 (LODR) (LODR applicable from 1stDecember 2015).

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines standards etc. except to the following observation that:

(a) the Company has not appointed woman Director on Board pursuant to provisions ofSection 149 of Companies Act 2013 and (b) In terms of Regulation 6 (1) of Securities andExchange Board of India (Listing obligations and Disclosures Requirements) Regulations2015 Company Secretary of the Company is not designated as a Compliance Officer.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least 7 days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committees of theBoard as the case may be.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

For A. K. Jain & Co.
Company Secretaries
Place: Mumbai Ashish Kumar Jain
Date: 13th August 2016 Proprietor

ANNEXURE TO SECRETARIAL AUDIT REPORT DATED 13TH AUGUST 2016

To

The Members

Olympic Oil Industries Limited

907-910 Meadows Sahar Plaza Andheri Kurla Road J. B. Nagar Andheri (East) Mumbai– 400059

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The secretarial audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For A. K. Jain & Co.
Company Secretaries
Place: Mumbai Ashish Kumar Jain
Date: 13th August 2016 Proprietor