TO THE MEMBERS
Your Directors present their 33rd Annual Report and Audited Accounts for the FinancialYear ended 31st March
1. Financial Results
| ||31-03-2017 ||31-3-2016 |
| ||(Amt in Rs.) ||(Amt in Rs.) |
|Revenue From Operation ||415000.00 ||596000.00 |
|Other Income ||398044.00 ||586609.00 |
|Gross Profit/(Loss) before Tax & Depreciation ||(537824.00) ||556172.00 |
|Depreciation ||66343.00 ||71027.00 |
|Profit Before Tax/(Loss) ||(604167.00) ||485145.00 |
|Tax ||0.00 ||0.00 |
|Profit/(Loss)After Tax ||(604167.00) ||485145.00 |
|Extra-Ordinary Item ||(462037.00) ||(1530169.00) |
|Profit /Loss after Extra Ordinary Item ||(1066204.00) ||(1045024.00) |
|Add: Balance brought forward ||(18072867.00) ||(17027843.00) |
|Balance carried forward ||(19139071.00) ||(18072867.00) |
2. Dividend :
In view of loss your Directors regret their inability to propose any dividend.
3. Operations :
During the year under report the company suffered a loss after Extra-Ordinary Item ofRs. 462037/-. The net loss for the year ended 31st March 2017 is Rs. 1066204/-. Due toadverse market condition the activities declined which has affected Business andProfitability of the Company. The company is looking for new opportunities to improve itsperformance.
4. Management Discussion And Analysis Report
In terms of the provisions of Regulation 32 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (herein afterreferred to as SEBI Listing Regulations) the management's Discussion and Analysis isset out in this Annual Report.
5. Corporate Governance Report
The company is exempted from provisions of Corporate Governance as specified in Reg. 17to 27 and clause (b) to (i) sub-reg. (2) of Reg. 46 and para C D and E of schedule V.However the company voluntarily complies with most of the provisions of the saidregulation. The company has complied with the provisions on corporate Governance under theCompanies Act 2013.
A. Board of Directors
The company has 6(six) directors on the Board all of which are resident directors. TheCompany has 3 Independent Directors Mr. Prafulla Shankarrao Shirke Mr. L. N. Bhola andMr. Hemant Damodar Mehta and one women director Ms. Priti Suryakant Virkar. Mr. S. N.Agarwal is the whole-time director of the company.
B. Retirement by rotation
In accordance with the provisions of Section 152 (6) MR. S. N. AGARWAL (DIN: 01764628)retires by rotation at the ensuing Annual General Meeting of the Company and beingeligible offer himself for reappointment. The Board recommends his re-appointment.
C. Independent Directors
The Independent Directors have submitted the declaration of Independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6) and there has been no change in thecircumstances which may affect their status as independent director during the year.
D. Performance Evaluation
Pursuant to the provisions of the Companies Act 2013 and the SEBI Listing Regulationthe Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration Committee.
The Independent directors also reviewed the performance of the Non-independentDirectors and the Board as a whole in line with the Company's policy on Board Evaluation.
7. Board Meetings
During the year six Board Meetings were convened and held the details of which are asfollows:-
1. 07th May 2016
2. 13th August 2016
3. 30th Sept. 2016
4. 9th Nov. 2016
5. 11th Nov. 2016
6. 13th Feb. 2017
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
8. Particulars of employees
The provisions of Section 197(2) of the Companies Act 2013 read with rule 5(1) and5(2) of the Companies
Appointment and remuneration of Managerial Personnel) Rules 2014 are not applicable tothe Company.
9. Statutory Auditors
M/s R. K. Khandelwal & Co Chartered Accountants Statutory Auditors of the Companywill hold office until the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment as per Section 139 of the Companies Act 2013.
M/s R. K. Khandelwal & Co have expressed their willingness to get re-appointed asthe Statutory Auditors of the company and has furnished a Certificate of their eligibilityand consent under Section 141 of the Companies Act 2013 and the rules framed there under.In terms of the Listing Agreement the Auditors have confirmed that they hold a validcertificate issued by the Peer Review Board of the ICAI. The board recommends theappointment of M/s R. K. Khandelwal & Co. as the Statutory Auditors of the Company.
The members are requested to reappoint M/s R. K. Khandelwal & Co CharteredAccountants as Auditors from the conclusion of the ensuing Annual General Meeting till theconclusion of the next Annual General Meeting in 2017-18.
The Auditors' Report to the Shareholders for the year under review does not contain anyqualification and are self-explanatory.
10. Secretarial Auditor and Secretarial Audit Report.
M/s. DHIRENDRA MAURYA & ASSOCIATES (Proprietor DHIRENDRA R. MAURYA) PracticingCompany Secretary was appointed to conduct Secretarial Audit of the Company for thefinancial year 2016-17 as required under section 204 of the Companies Act 2013 and therules there under. The Secretarial Audit report for the financial year 2016-17 forms partof the annual report. The Company has taken note of the observations given in the Reportand necessary remedial measures are being taken.
11. Conservation of Energy Technology and Foreign Exchange.
In accordance with the provisions of Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 the Conservation of Energy Technology Absorptionand Foreign Exchange Earnings and Outgo are not applicable to the Company.
12. Share Capital
During the year there has been no allotment in the Company. Thus the Paid-up ShareCapital of the Company remains unchanged i.e. Rs. 30066000 /- (Rupees Three Crore andSixty Six Thousand) divided in to 3006600 (Thirty Lakhs Six Thousand and Six Hundred)Equity shares of Rs. 10/-(Rupees Ten) each.
13. Extract of the Annual Return
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2017 made under theprovisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith.
14. Public Deposits
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 during the year under review. Hence the requirement for furnishingof details of deposits which are not in compliance with the Chapter V of the Act is notapplicable.
15. Internal Control Systems and their adequacy
The Company has adequate internal control procedure commensurate with the nature of itsbusiness and size of its operations. Internal Audit is conducted on a regular basis by areputed firm of Chartered Accountants. The reports of the internal audit along withcomments from the management are placed for review before audit committee.
16.1 Disclosure under the prevention of Sexual Harassment Act 2013.
There is no complaints reported under the Prevention of Sexual Harassment of women atworkplace
(Prevention prohibition and Redressal) Act 2013.
16.2 Risk Management
The Board of the company looked into the element of risk associated with the company.At present the company has not identified any element of risk which may threaten theexistence of the company.
The risk management policy of the company has been uploaded on the website of thecompany.
16.3 AUDIT COMMITTEE
The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc. During the year there are no instances where the Board had notaccepted the recommendations of the Audit Committee.
The said policy may be referred to at the company's website at www.corporatementors.in
16.4 NOMINATION & REMUNERATION COMMITTEE & POLICY
The Company has duly constituted Nomination & Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013 and SEBIRegulations. This committee consists of (1) Pawan Kr Agarwal (2) L. N. Bhola (3) HemantMehta.
The Nomination & Remuneration risk management policy of the company has beenuploaded on the website of the company.
16.5 Archival Policy as per Reg. 30(8) of SEBI (LODR) Regulations has been uploadedon the web-site of the company.
16.6 Policy determining Materiality of events and KMP determining materiality ofevents has been uploaded on the website of the company.
16.7 Related Party Transactions :
During the year your company has not entered into any related party transactions.Thus disclosure in Form AOC 2 in terms of the Companies Act 2013 is not required.As a matter of policy the related party transactions are required to be placed beforeaudit committee and Board. The policy as approved by Board has been uploaded on thewebsite of the company.
16.8 Vigil Mechanism / Whistle Blower Policy
In terms of the provisions of Section 177 (9) & (10) of the Companies Act 2013company has established a Vigil Mechanism for Directors and employees to report genuineconcerns about unethical behaviour or expected fraud or violation of the Company's Code ofConduct by Directors / employees. The Audit Committee oversees the Vigil Mechanism. Thepolicy as approved by Board has been uploaded on the website of the company.
17. Particulars of loans guarantees and investments.
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies
Act 2013 have been set out in the notes to accounts.
18. Directors' Responsibility Statement
In terms of section 134 (3) (c) of the Companies Act 2013 your Directors have:
(a) in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st march end of the financialyear and of the profit and loss of the Company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis; and
(e) the directors have laid down Internal Financial Controls to be followed by theCompany and that such
Internal Financial Controls are adequate and were operating effectively.
(f) the directors has devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
19. Significant/Material Orders passed by the Regulators
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future.
The Board places on record their grateful appreciation for the assistance andco-operation received from all stakeholders.
|For and on behalf of the Board of Directors || |
|For Olympic Management & Financial Services Ltd. || |
|Sd/- ||Sd/- |
|(Pawan Kr Agarwal) ||(S. N. Agarwal) |
|Director ||Director |
|(Din.No. 00556417) ||(Din.No. 01764628) |
|Place : Mumbai || |
|Date : 11.08.2017 || |
|Registered Office : || |
|42 Gopal Bhavan || |
|199 Princess Street || |
|Mumbai 400 002 || |