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Olympia Industries Ltd.

BSE: 521105 Sector: Others
NSE: N.A. ISIN Code: INE482O01021
BSE 00:00 | 19 May 37.35 1.35
(3.75%)
OPEN

36.75

HIGH

37.35

LOW

35.00

NSE 05:30 | 01 Jan Olympia Industries Ltd
OPEN 36.75
PREVIOUS CLOSE 36.00
VOLUME 802
52-Week high 62.00
52-Week low 22.25
P/E 36.26
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 36.75
CLOSE 36.00
VOLUME 802
52-Week high 62.00
52-Week low 22.25
P/E 36.26
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Olympia Industries Ltd. (OLYMPIAINDUSTRI) - Director Report

Company director report

To

the members of

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

Your Directors are pleased to present the 32ndAnnual Report of your Companyalong with the Audited Financial Statements for the financial year ended 31stMarch 2021.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis Report asrequired to be given under the provision of SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015 [herein after referred as SEBI (LODR) Regulations 2015]has been given in a separate statement which forms part of this report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS: There were no material changesor commitments affecting the financial position of the Company which have occurred betweenthe end of the Financial year of the Company to which the financial statements relate andthe date of this report.

SHARE CAPITAL: The paid up Equity Share Capital as on 31st March 2021 is60235700/-. During the year under review the Company has not issued shares withdifferential voting rights nor granted stock options or issued sweat equity.

DIVIDEND: In the view of strengthening the financial position of the Company thedirectors have decided to plough back the profits into the business. Hence Directors donot recommend any dividend for the financial year ended 31st March 2021.

NUMBER OF BOARD MEETINGS: The Board of Directors met seven (07) times in the financialyear 2020-2021. The dates of the board meeting held during the year are 15thJuly 2020 31st July 2020 07th September 2020 14thSeptember 2020 13th November 2020 13th February 2021 and 30thMarch 2021.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: As per the request of Mr. Kamlesh Shah hisdesignation had been changed from an Independent Director to a Director with effect from03rd May 2021 as he was not able to renew his subscription on IndependentDirectors Databank as required under the provisions of Companies (Creation and Maintenanceof Databank of Independent Directors) Rules 2019 and amendment thereof in time.

In accordance with the provisions of Section 152 (6) of the Act and the Articles ofAssociation (AOA) of the Company Ms. Anisha Parmar Director is liable to retire byrotation at the ensuing Annual General Meeting (AGM) and being eligible offer herself forre-appointment. The board recommends her re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS: The board has received the declaration fromIndependent Directors as per the requirement of Section 149(7) of the Act and the board issatisfied that all the Independent Directors meet the criterion of Independence asmentioned in Section 149(6) of the Act. Further all the Independent Directors haveaffirmed that they have adhered and complied with the Company's Code of Conduct forIndependent Directors which is framed in accordance with Schedule IV of the Act. TheMinistry of Corporate Affairs ('MCA') vide Notification No. G.S.R. 804(E) dated October22 2019 and effective from December 01 2019 has introduced the provisions relating toinclusion of names of Independent Directors in the Data Bank maintained by IndianInstitute of Corporate Affairs ('IICA'). All Independent Directors of your Company as on30th June 2021 are registered with IICA.

During the Financial year under Report all independent Directors viz. Pravin KumarShishodiya Naresh Waghchaude and Kamlesh Shah were exempted from passing the onlineproficiency self-assessment test under Rule 6(4) of Companies (Amendment &Qualification of Directors) Fifth Amendment Rule 2020.

COMPOSITION OF AUDIT COMMITTEE: The composition of Audit Committee as on 31stMarch 2021 is given below:

Name of Member Executive / Non-executive / Independent Director
Mr. Pravin Kumar Shishodiya [Chairman] Independent
Mr. Naresh Waghchaude Independent
Mr. Navin Pansari Executive
Mr. Kamlesh Shah Independent

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS: The Company has complied with theapplicable provisions of Secretarial Standards i.e. SS-1 and SS-2 issued by the Instituteof Company Secretaries of India and approved by the Central Government under Section118(10) of the Act during the year under Report.

REMUNERATION POLICY: The Nomination & remuneration Committee has adopted a charterwhich inter alia deals with the manner of selection of Directors Key managerial personneland other employees 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 Section177(9) of the Act. A vigil mechanism of the Company encourages to report concerns aboutunethical behavior actual or suspected fraud or violation of the Company's code ofconduct 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-whistle-blower-policy.pdf

DIRECTORS RESPONSIBILITY STATEMENT: To the best of our knowledge and belief andaccording to the information and explanations obtained by us your Directors make thefollowing statements in terms of Section 134(3)(c) of the Act:

(i) that in the preparation of the annual financial statements for the year ended 31stMarch 2021 the applicable accounting standards and Schedule III of the Act have beenfollowed and there are no material departures from the same;

(ii) 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 2021 and ofthe profit 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 rule 12(1) of the Companies (Management andAdministration) Rules 2014 the extract of the annual return to be attached with theBoard's Report shall be in Form No. MGT.9. However the company shall not be required toattach the extract of the annual return with the Board's report in Form No. MGT.9 in casethe web link of annual return (Form MGT-7) has been disclosed in the Board's report inaccordance with sub-section (3) of section 92 of the Companies Act 2013 and as perCompanies Amendment Act 2017. Hence Company has not attached the extract of the annualreturn with the Board's report in Form No. MGT.9.

The Company has placed its draft Annual Return (Form MGT-7) as on 31stMarch 2021 on its Website viz. www.olympiaindustriesltd.com. web linkhttps://www.olympiaindustriesltd.com/img/investor-relations/financial/Draft-Form-MGT-7.pdfas required under amended Section 134(3)(a) of the Act amended through CompaniesAmendment Act 2017 effective from 31st July 2018. Final Annual Return (FormNo. MGT-7) will also be placed on the Website after the Annual General meeting &within the time prescribed for filing the same with the Registrar of Companies.

AUDITORS

Statutory Auditor: M/s. Sunil Vankawala & Associates Chartered Accountants of theCompany were appointed as Statutory Auditors of the Company at the 28th AnnualGeneral Meeting held on 29th September 2017 for a term of five consecutiveyears. In accordance with the Companies Amendment Act 2017 enforced on 7thMay 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified at every Annual General Meeting. The Members are required tofix their remuneration for the Financial Year 20212022 for that necessary Resolution hasbeen included in the Notice of 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 theFinancial Year under Report.

Internal Auditors: Pursuant to provisions of Section 138 of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 the company had appointed S P Aggarwal &Associates a firm of Chartered Accountants in practice as Internal Auditors of theCompany for the Financial Year 2020-2021.

Secretarial Auditor: Pursuant to provisions of Section 204 of the Act and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s V.K. Mandawaria & Co. Company Secretaries to undertake the SecretarialAudit of the Company for the Financial Year under review. The Secretarial Audit Report isannexed herewith as "Annexure-II" There has been no qualification reservationadverse remark or disclaimer given by the Secretarial Auditors in their Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION: Since the Company did not carry out anymanufacturing activity during the year under the report the details as required by theCompanies (Accounts) Rules 2014 with respect to consumption of power TechnologyAbsorption etc. are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO: Following are the details of Foreign ExchangeEarnings and Outgo.

Particulars Year 2020-2021 Year 2019-2020
Foreign Exchange Earned - -
Foreign Exchange used/ Outgo Imports: Rs. 9639051/- Imports: Rs. 8417265/-

FIXED DEPOSITS: Your Company has not accepted any deposits within the meaning ofSection 73 of the Act and the Companies (Acceptance of Deposits) Rules 2014 and asamended from time to time.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS: There were no such orderspassed by the regulators or courts or Tribunals impacting the going concern status and theCompany's operations in future.

INTERNAL CONTROL SYSTEM & ADEQUACY: Your Company has in place adequate internalcontrol systems commensurate with the size of its operations. Internal control systemscomprising of policies and procedures are designed to ensure sound management of yourCompany's operations safe keeping of its assets optimal utilization of resources andreliability of its financial information and compliance. Clearly defined roles andresponsibilities have been institutionalized Systems and procedures are periodicallyreviewed to keep pace with the growing size and complexity of your company's operations.

RISK MANAGEMENT: The Company has in place Risk Management policy which takes care ofrisk identification assessment and mitigation. There are no risks which in the opinion ofthe Board threatens the existence of the Company. Risk factors and its mitigation arecovered extensively in the Management Discussion and Analysis Report forming part of theAnnual Report.

PARTICULARS OF LOANS GUARANTEES & INVESTMENTS: The Company has not given loansguarantees and made investments pursuant to the provisions of Section 186 of the Actduring 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 thefinancial year were on arm's length basis and were in the ordinary course of businessparticulars of which have been given in prescribed Form AOC-2 in "Annexure-III".All related party transactions were placed for approval before the audit committee andalso before the board wherever necessary in compliance with the provisions of the Act.

CORPORATE SOCIAL RESPONSIBILITY ("CSR"): The Corporate Social Responsibilityprovisions were applicable first to the Company in the financial year 2017-2018. Theprovisions of CSR triggered in the year 2017-2018 due to the net profit of the Company forFY 2016-2017 were more than 5 Crores amounting Rs. 64560601/- and hence CSR Committeewas formed for incurring CSR Expenditure as per the provisions of Section 135 of CompaniesAct 2013 read with Companies (Corporate Social Responsibility) Rules 2014.

As per The Companies (Corporate Social responsibility) Rules 2014 the company whichceases to be a company covered under the eligibility criteria of this section of the Actfor three consecutive financial years shall not be required to comply with the provisionsof the Act till the Company again falls in the eligibility criteria of CSR.

Following are the Net profits for the last three Financial Years:

Financial Year Net Profit for computation of CSR
2017-2018 Rs. 30006013/-
2018-2019 Rs. 20068077/-
2019-2020 Rs. 5527119/-

As per the net profits shown in above table the Company had neither fulfilled thecriteria of net profits of more than 5 Crores nor any other criteria such as net worth ofrupees five hundred crores or more or turnover of Rupees 1000 crores or more required forthe applicability CSR provisions for FY 2020-2021. Hence board of directors in theirmeeting held on 15th July 2020 concluded that CSR provisions were notapplicable from the FY 2020-2021 till the time the company again falls in the eligibilitycriteria of CSR. And hence Corporate Social Responsibility Report is not annexed with thisBoard's Report.

PERFORMANCE EVALUATION: Pursuant to the provisions of the Act the Board had carried outan Annual Performance Evaluation of its own performance the directors individually aswell as the Evaluation of the working of its various committees.

A separate exercise was carried out to evaluate the performance of individual directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany. The performance evaluation of the Independent Directors was carried out by theentire Board excluding the directors being evaluated. The Performance Evaluation of theChairman and Non Independent Directors was carried out by the Independent Directors attheir separate meeting.

LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual ListingFees for the years 2020-2021 & 2021-2022 to Bombay Stock Exchange ("BSE")where the Company's Shares are listed.

CORPORATE GOVERNANCE: Corporate Governance is not applicable to the Company pursuant tothe provisions of Regulation 15(2) of SEBI (LODR) Regulation 2015.

INDEPENDENT DIRECTORS MEETING: During the year under review The Independent Directorsmet on 13th November 2020 inter alia to discuss

- Evaluation of the performance of Non Independent Directors and the Board of Directorsas a whole;

- Evaluation of the performance of the Chairman of the Company.

- Evaluation of the quality content and timeliness of flow of information between theManagement 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 requiredunder section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in a separate annexureforming part of this report. However the same is not being available to the Members &Details of employee remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2) and 5(3) of the Rules are available to any shareholderfor inspection on request. Other particular as required under Section 134(3)(q) andSection 197(12) of the Act read with The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given in "Annexure-IV" and forms part ofthis Report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013: The Company has always believed in providing aconducive work environment devoid of discrimination and harassment including sexualharassment. Company has a well formulated Policy on Prevention & Redressal of SexualHarassment and has formed Internal Complaints Committee for prevention and prohibition ofsexual harassment and redressal against complaints of sexual harassment of working womenat workplace as per Sexual Harassment of Women At Workplace (Prevention Prohibition AndRedressal) Act 2013 read with Sexual Harassment of Women At Workplace (PreventionProhibition And Redressal) Rules 2013.The Company has complied with provisions relatingto the constitution of Internal Complaints Committee under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013. During the financial year2020-2021 no such complaints were received across the organization.

PREVENTION OF INSIDER TRADING ("PIT"): The Company has adopted a Code ofConduct for Prevention of Insider Trading with a view to regulate trading in securities bythe Directors and designated employees of the Company. The Code requires pre-clearance fordealing in the Company's shares and prohibits the purchase or sale of Company shares bythe 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.

COVID-19 IMPACT: In March 2020 the World Health Organization declared COVID 19 to be apandemic. The Company has adopted measures to curb the spread of infection in order toprotect the health of its employees and ensure business continuity with minimal disruptionincluding remote working maintaining social distancing sanitization of work spaces etc.The same measure continued even during the current year ended 31 March 2021 as COVID 19 isyet not over. The actual impact of the global health pandemic may be different from thatwhich has been estimated as the COVID-19 situation evolves in India and globally. TheCompany will continue to closely monitor any material changes to future economicconditions. The Company has taken conscious decision through balance uninterruptedoperations and ensuring a safe working environment. The Company has resumed its operationsat the Head offices where in critical staff have been reporting and at other locationsalso critical staff is only reporting. All the locations are following the requisiteguidelines for the safety and hygiene.

The Company has put in place at all locations strict monitoring process for Covid-19ensuring the following;

- Thermal Screening of all employees and visitors while incoming and outgoing

- Sanitizing the premises on regular basis

- Maintenance of social distancing at all work places

- Enforcing wearing of masks and regular cleaning of hands

- Regular update of the health of all the employees and their families

- Asking all the employees to have Aarogya Setu App and getting vaccinations.

ACKNOWLEDGEMENTS: Your Directors wish to place on record their appreciation andgratitude to its esteem Shareholders Bank and various other Government Departmentsbusiness associates and other stakeholders for their continued support. Your Directorsalso place on record their deep sense of appreciation for the dedicated services renderedby all the executives and staff at all level of the Company throughout the year.

For Olympia Industries Limited
Place: Mumbai
Date: 30th June 2021
Navin Pansari
Chairman & Managing Director
Registered Office:
C-205 Synthofine Industrial Estate Behind Virwani Industrial Estate Goregaon (East) Mumbai-400063.

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