To the members of
M/s Olympia Industries Limited
The directors take pleasure in presenting the Twenty Eighth Annual Report together withthe audited financial statements for the year ended March 31 2017.
Management Discussion and Analysis Report
Management Discussion and Analysis Report as required to be given under the Provisionof 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 ended 31st March 2017 the Company has allotted 1655000 equity sharesof Rs.10/- each to the promoters and non- promoters upon exercise of an equal number ofconvertible warrants vested in them pursuant to the approval of the members obtainedduring the financial year 2015-16. Accordingly issued subscribed and paid up equityshare capital of the Company as on 31st March 2017 stands increased from Rs. 34235700to Rs. 50785700.
In the view of strengthening the 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 6 (six) times in the year 2016-2017. The dates are27.05.2016 22.07.2016 13.08.2016 14.11.2016 29.12.2016 14.02.2017.
Directors and Key Managerial Personnel
In accordance with the provision 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 offer herself forreappointment. The board recommends her re-appointment.
During the year the board of directors on recommendation of Nomination &Remuneration Committee appointed Mr. Navin Kumar Pansari as Managing Director of theCompany for the term of three years with effect from 23rd July 2016 to 22nd July 2019 onexpiry of his term on 22nd July 2016 as Whole-Time Director. The Shareholders in its 27thAnnual General Meeting held on 28th September 2016 passed necessary resolution for hisappointment as a Managing Director and the Board of directors appointed Mr. Kamlesh Shahan Additional Director (Non-executive Non-independent Director) under the provisions ofSection 161 of the Companies Act 2013 with effect from 30.12.2016. As an Additionaldirector Mr. Kamlesh Shah shall hold office up to the date of ensuing Annual GeneralMeeting. Further details about his appointment is given in the Notice of the ensuingAnnual General Meeting.
Declaration by Independent Directors
The board has received the declaration from Independent Directors as per therequirement of Section 149(7) and the board is satisfied that both the independentdirectors meets the criterion of Independence as mentioned in Section 149(6).
Composition of Audit Committee
Composition of Audit Committee is given below:
|Name of Member ||Executive / Non-executive / Independent |
|Mr. Pravin Kumar Shishodiya [Chairman] ||Independent |
|Mr. Naresh Waghchaude ||Independent |
|Mr. Navin Kumar Pansari ||Executive |
The Nomination & Remuneration (N&R) Committee has adopted a charter whichinter alia deals with the manner of selection of Directors and CEO & Managing Directorand their remuneration. The policy is accordingly derived from the said charter. Thepolicy 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. The Company has formulated an effective Whistle Blower Policy thatlays down the process for raising concerns about unethical behavior actual or suspectedfraud or violation of the Company's Code of Conduct.
This Vigil mechanism ensures that strict confidentiality is maintained whilst dealingwith concerns and also that no discrimination will be meted out to any person for agenuinely 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 onCompany's 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:
i. that in the preparation of the annual financial statements for the year ended March31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any; ii. that such accounting policies asmentioned in Note 1 of the Notes to the Financial Statements have been elected and appliedconsistently and judgment and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at March 312017 and of the profits of the Company for the year ended on that date; iii. that properand sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; iv. that theannual financial statements have been prepared on a going concern basis; v. that properinternal financial controls were in place and that the financial controls were adequateand were operating effectively. vi. that proper systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.
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 (Firm Registration No. 114923W) wereappointed as a Statutory Auditors of the Company in the 25th Annual General Meeting tohold office from conclusion of 25th Annual General Meeting of the Company until theconclusion of the 28th Annual General Meeting and hence would retire at the conclusion offorthcoming 28th Annual General Meeting. As per second proviso to Section 139(2) of theCompanies Act 2013 a transitional period of three years from the commencement of the Actis provided to appoint a new auditor when the existing auditor's firm has completed twoterms of five consecutive years. M/s CPM & Associates Chartered Accountants hascompleted this transitional period & therefore they are not eligible forreappointment. Therefore on the recommendation of Audit Committee the Board of Directorshas decided to recommend appointment of M/s. Sunil Vankawala & Associates CharteredAccountants (Firm Registration No. 110616W) as Company's new Statutory Auditors & tofix their remuneration. The Company has received the required consent & Certificatefrom M/s. Sunil Vankawala & Associates.
Statutory Auditors' Report
The Auditors' Report does not contain any qualification reservation adverse remarkdisclaimer or matter of emphasis. Notes to the Financial Statements are self-explanatoryand hence do not call for any further comments under Section 134 of the Companies Act2013.
Frauds Reported by Auditors:
The Auditor has not reported any fraud during the Financial Year under Report.
Pursuant to 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". The report does not containany qualification.
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:-
|Particulars ||Year 2016-2017 ||Year 2015-2016 |
|Foreign Exchange Earned ||0 ||0 |
|Foreign Exchange used/ Outgo ||1) Imports: Rs. 14566365 ||1) Imports - Rs 2490748 |
| ||2) Travelling Exps. : Rs. 1127075 ||2) Travelling Exp. - Rs.700987. |
Your Company has not accepted any deposits within the meaning of Section 73 oftheCompanies Act 2013 and the Companies (Acceptance of Deposits) rules 2014
Significant & Material Orders passed by the Regulators
There were no such orders passed by the regulators or courts or Tribunals impacting thegoing concern status and the Company's operations in future.
Internal Control System & 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 Company's 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 company's operations.
Particulars of Loans Guarantees & 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 onarm's length basis and were in the ordinary course of business particulars of which havebeen given in prescribed Form AOC-2 in Annexure-IV. All related party transactions wereplaced 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 LeadershipCommitment to Company's Vision independence of judgment maximum participationsafeguarding the interest of the company. The performance evaluation of the IndependentDirectors was carried out by the entire Board excluding the directors being evaluated. ThePerformance Evaluation of the Chairman and Non Independent Directors was carried out bythe Independent Directors at their separate meeting.
Listing with Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees up to the Financial Year2017-2018 to BSE where the Company's Shares are listed.
Corporate Governance & Shareholders Information
Corporate Governance is not applicable to the Company pursuant to the provisions ofRegulation 27(2) of SEBI (LODR) Regulation 2015.
Independent Directors Meeting
During the year under review The Independent Directors met on November 2016 interalia to discuss Evaluation of the performance of Non Independent Directors and theBoard of Directors as a whole; Evaluation of the performance of the Chairman of thecompany. Evaluation of the quality content and timeliness of flow of informationbetween the Management and the Board that is necessary for the Board to effectively andreasonably perform 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 Company's shares and prohibitsthe purchase or sale of Company shares by the
Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow is closed. The Company Secretary is 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 Kumar Pansari |
|Date: 26/08/2017 ||[Chairman & Managing Director] |