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Olympia Industries Ltd.

BSE: 521105 Sector: Others
NSE: N.A. ISIN Code: INE482O01021
BSE 00:00 | 11 Oct 11.18 0
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NSE 05:30 | 01 Jan Olympia Industries Ltd
OPEN 11.18
PREVIOUS CLOSE 11.18
VOLUME 70
52-Week high 44.10
52-Week low 8.51
P/E 5.45
Mkt Cap.(Rs cr) 7
Buy Price 11.00
Buy Qty 200.00
Sell Price 11.00
Sell Qty 2.00
OPEN 11.18
CLOSE 11.18
VOLUME 70
52-Week high 44.10
52-Week low 8.51
P/E 5.45
Mkt Cap.(Rs cr) 7
Buy Price 11.00
Buy Qty 200.00
Sell Price 11.00
Sell Qty 2.00

Olympia Industries Ltd. (OLYMPIAINDS) - Director Report

Company director report

To the members of

M/s Olympia Industries Limited ("the Company")

Your Directors are pleased to present the 29th Annual Report of your Companyalong with the Audited Financial Statements for the financial year ended 31stMarch 2018.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required to be given under the Provisionof SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 [herein afterreferred as SEBI (LODR) Regulations 2015] has been given in a separate statement whichforms part of this report.

Events subsequent to the date of financial statements

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.

Share Capital

During the financial year the Company has allotted 945000 equity shares of Rs. 10each to the promoters and non- promoters upon exercise of an equal number of convertiblewarrants vested in them pursuant to the approval of the members obtained during thefinancial year 2015-16. Accordingly issued and paid up equity share capital of theCompany as on 31st March 2018 stands increase from Rs. 50785700 to Rs.60235700.

Dividend

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 31st March 2018.

Number of Board Meetings

The Board of Directors met 5 (five) times in the year 2017-2018. The Board Meetingdates are 17th May 2017 26th August 2017 13thSeptember 2017 14th December 2017 and 14th February 2018.

Directors and Key Managerial Personnel

In accordance with the provision of Section 152 (6) of the Act(herein after referred asAct) and the Articles of Association (AOA) of the Company Mr. Kamlesh Shah Director isliable to retire by rotation at the ensuing AGM and being eligible offers himself forreappointment. The board recommends his re-appointment. During the year Mr. AbhinavPatodia resigned from the post of Chief Financial Officer of the Company with effect from15th February 2018 and the board of directors on recommendation of Nomination& Remuneration Committee appointed Mr. Ramjeevan V. Khedia as Chief FinancialOfficer of the Company with effect from 15th February 2018. Mr. Khedia isB.Com and Qualified Chartered Accountant with rich experience of more than 12 years in thefield of accounting and auditing.

Declaration by Independent Directors

The board has received the declaration from Independent Directors as per therequirement of Section 149(7) of the Act and the board is satisfied that all theindependent directors meet the criterion of Independence as mentioned in Section 146(6) ofthe Act.

Composition of Allotment Committee

During the year the Company constituted Allotment Committee for the purpose ofallotment of 945000 equity shares on conversion of warrants. The said committee wasformed for the specific purpose of allotment of shares on conversion of Warrants. Thecomposition of Allotment Committee is as follows:

Name of Member Executive / Non-executive / Independent
Mr. Naresh Waghchaude Independent
Mr. Navin Kumar Pansari Executive
Ms. Anisha Parmar Non-executive Non-independent

Composition of Audit Committee

The Constitution 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

Compliance with Applicable Secretarial Standards

Your Company has complied the applicable provisions of Secretarial Standards i.e. SS-1and SS-2 issued by the Institute of Company Secretaries of India and approved by theCentral Government under Section 118(10) of the Act during the year under Report.

Remuneration Policy

The Nomination & Remuneration (N&R) Committee has adopted a charter whichinter alia deals with the manner of selection of Directors and CEO and Managing Director/Whole Time Director and their remuneration. The policy is accordingly derived from thesaid charter. The policy forms part of this report and the policy is annexed herewith as"Annexure-I"

Vigil Mechanism

The Board has a Vigil Mechanism as per the provisions of Section 177(9) of the Act. Avigil mechanism of the Company encourages to report concerns about unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethics policy.

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.http://olympiaindustriesltd.com/img/investor-relations/policies/vigil-mechanism.pdf

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 Act:

(i) that in the preparation of the annual financial statements for the year ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(ii) the directors had 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 2018 and ofthe profit of the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

(vi) That proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.

Extract of Annual Return

Pursuant to Section 92(3) of the Act 2013 and rule 12(1) of the Companies (Managementand Administration) Rules 2014 extract of annual return is appended as "Annexure-II"in the prescribed Form MGT-9 which forms part of this report. Also as required underamended Section 134(3)(a) of the Act amended through Companies Amendment Act 2017effective from 31st July 2018 the Company will place its Annual Return for the FinancialYear 2017-2018 on its Website viz. www.olympiaindustriesltd.com within the prescribedtime.

AUDITORS

Statutory Auditor:

M/s. Sunil Vankawala & Associates Chartered Accountants of the Company wereappointed as Statutory Auditors of your Company at the 28th Annual General Meeting held on29th September 2017 for a term of five consecutive years.

In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part ofthis Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditor's in their Report.

Frauds Reported by Auditors:

The Auditor had not reported any fraud during the Financial Year under Report.

Secretarial Auditor:

Pursuant to provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had re-appointed M/s V.K.Mandawaria & Co. Company Secretaries to undertake the Secretarial Audit of theCompany for the Financial Year under review. The

Secretarial Audit Report is annexed herewith as "Annexure-III"

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 respectto consumption of power Technology Absorption etc. are not applicable to the Company.

Foreign Exchange Earnings and Outgo

Particulars Year 2017-2018 Year 2016-2017
Foreign Exchange Earned - -
Foreign Exchange used/ Outgo 1) Imports: Rs. 6005669 1) Imports: Rs. 14566365
2) Travelling Exps. : NIL 2) Travelling Exps. : Rs. 1127075

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Actand the Companies (Acceptance of Deposits) rules 2014 and as amended from time to time.

Significant and 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 and 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 and 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 Act during the Financial Year under Report.

Subsidiary Companies

The Company does not have any subsidiary.

Related Party Transactions

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 were placed for approvalbefore the audit committee and also before the board wherever necessary in compliance withthe provisions of the Act.

Corporate Social Responsibility ("CSR")

The Company is committed to conduct its business in a socially responsible ethical andenvironmental friendly manner and to continuously work towards improving quality of lifeof the communities in its operational areas. The Company has a duly constituted CSRCommittee which is responsible for fulfilling the CSR objectives of the Company.

Board of Directors during the year under review approved the CSR Policy for yourCompany pursuant to the provisions of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 and as amended from time to time ifany based on the recommendations of the CSR Committee. The CSR policy is available onwebsite of the Company athttp://olympiaindustriesltd.com/img/investor-relations/policies/csr-policy-oil.pdf. TheComposition of CSR Committee is as follows.

Name of Member Executive / Non-executive / Independent
Mr. Naresh Waghchaude [Chairman] Independent
Mr. Navin Kumar Pansari Executive
Ms. Anisha Parmar Non-executive Non- independent

The Annual Report on our CSR activities is annexed to this report as "Annexure-VI".

Performance Evaluation

Pursuant to the provisions of the Act the Board has carried out an Annual PerformanceEvaluation of its own performance the directors individually as well as the Evaluation ofthe 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 the entire Board excluding the directors beingevaluated. The Performance Evaluation of the Chairman and Non Independent Directors wascarried out by the Independent Directors at their separate meeting.

Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 toBombay Stock Exchange ("BSE") where the Company's Shares are listed.

Corporate Governance

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 14thDecember 2017 inter alia 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 Act read with The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in "Annexure-V"and forms part of this Report.

Obligation of Company under the Sexual harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013

Company has always believed in providing a conducive work environment devoid ofdiscrimination and harassment including sexual harassment. Company has a well formulatedPolicy on Prevention & Redress of Sexual Harassment and has formed Internal ComplaintsCommittee for prevention and prohibition of sexual harassment and redressal againstcomplaints of sexual harassment of working women at workplace as per Sexual Harassment ofWomen At Workplace (Prevention Prohibition And Redressal) Act 2013 read with SexualHarassment of Women At Workplace (Prevention Prohibition And Redressal) Rules 2013.TheCompany has complied with provisions relating to the constitution of internal complaintscommittee under the Sexual

Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.During the financial year 2017-18 no such complaints were received across theorganization.

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 whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Company Secretary is responsiblefor implementation of the Code.

Acknowledgements:

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

Navin Kumar Pansari

Chairman & Managing Director

DIN: 00085711

Place: Mumbai

Date: 13th August 2018