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Olympic Management & Financial Services Ltd.

BSE: 511632 Sector: Financials
NSE: N.A. ISIN Code: INE091N01014
BSE 05:30 | 01 Jan Olympic Management & Financial Services Ltd
NSE 05:30 | 01 Jan Olympic Management & Financial Services Ltd

Olympic Management & Financial Services Ltd. (OLYMPICMANAGEM) - Director Report

Company director report

TO

THE MEMBERS

Your Directors present their 37th Annual Report along with the Audited FinancialStatements of your Company forthe Financial Yearended 31stMarch2021.

1. Financial Results

31-03-2021 (Amountin Rs.) 31-03-2020 (Amount in Rs.)
Revenue From Operation 1136744.00 937000.00
Other Income 2036649.00 690921.00
Gross Profit/ (Loss) beforeTax& Depreciation 1338305.00 (634951.0)
Depreciation 97246.00 55151.00
Profit BeforeTax/(Loss) 1241059.00 (579800.0)
Tax 0.00 0.00
Profit/ (Loss) After Tax 1241059.00 (579800.0)
Extra-Ordinary Item 416328.00 (150045.0)
Profit / Loss after Extra Ordinary Item 824731.00 (729845.0)

2. DIVIDEND:

In view of carried forward loss your Directors regret their inability to propose anydividend for the Financial Year ended 31st March 2021.

3. OPERATIONS:

Operating revenue was at Rs. 1136744/- in the Financial Year 2020-21 as compared toRs. 937000/- in Financial Year 2019-20. The increase in revenue was mainly due to properutilization of available resources by management of the Company and operationalperformance by the business. The operating revenue a growth of 21.31%.The Net Profit aftertax and depreciation during the FY 2020-21 to Rs. 824731/- as compared to Rs.(729845)/- during the last financial year.

4. SHARE CAPITAL:

The paid-up Equity Share Capital of the company ason31stMarch2021wasRs.30066000(RupeesThree Crore and Sixty Six Thousand). During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity.

5. TRANSFERTO RESERVES:

The Company has not transferred any amount to the General Reserve.

6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

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 a re not applicable to the Company.

7. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There has been no change in the nature of business of the Company during the periodunder review.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The same is set out in this Annual report.

9. REVISION OF FINANCIALSTATEMENTOFTHECOMPANY/THE REPORTOFTHE BOARD:

The Financial statement of the Company / Directors' Report has not been revised duringthe period under review as per Section 131 of the Companies Act 2013.

10. ANNUAL RETURN:

The extract of Annual Return Form MGT-9 is available on website of the Company atwww.corporatementors.in.

11. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of theCompanies Act 2013 and the Rules made thereunder.

12. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS:

The Company has adequate internal financial controls commensurate with the nature ofits business and size of its operations beside timely statutory audit limited reviews andinternal audits taking place periodically. The reports of the internal audit along withcomments from the management are placed for review before audit committee.

13. BOARD OF DIRECTORS AND ITS MEETINGS:

The Company's Board comprises of Five Directors-1 Executive and 4 Non-ExecutiveDirectors. The Chairman of the Board is a Non-Executive Director. The number ofNon-Executive Independent Directors is 50% of the total strength of the Board. There isone Woman Director on the Board of the Company.

The Board of Directors met Nine times during the Year under review. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

No. Date of Meeting Venue of the Meeting Directors Present oflbsence wa^granted

1. 30.07.2020 42 Gopal Bhawan 199 Princess Street Mumbai-400002. 1. Mr. Pawan Agarwal 2. Mr. S. N. Agarwal 3. Mr. PrafullaShirke Mr. Laxmidhar Bhola
2 14.08.2020 42 Gopal Bhawan 199 Princess Street Mumbai-400002 1. Mr. Pawan Agarwal 2. Mr. S. N. Agarwal 3. Mr. PrafullaShirke Mr. Laxmidhar Bhola
3 14.09.2020 42 GopaIBhawan 199 Princess Street Mumbai-400002 1. Mr. Pawan Agarwal 2. Mr. S. N. Agarwal 3. Mr. PrafullaShirke Mr. LaxmidharBhola
4 12.11.2020 42 GopaIBhawan 199 Princess Street Mumbai-400002 1. Mr. Pawan Agarwal 2. Mr. S. N. Agarwal 3. Ms. Preethi Thomas Yangal Mr. Laxmidhar Bhola Mr. Prafulla Shirke
5 24.11.2020 42 Gopal Bhawan 199 Princess Street Mumbai-400002 1. Mr. Pawan Agarwal 2. Mr. S. N. Agarwal 3. Ms. Preethi Thomas Yangal Mr. Laxmidhar Bhola Mr. Prafulla Shirke
6. 27.12.2020 42 Gopal Bhawan 199 Princess Street Mumbai-400002 1. Mr. Pawan Agarwal 2. Mr. S. N. Agarwal 3. Mr. Laxmidhar Bhola Mr. PrafullaShirke Ms. PreethiThomas Yangal
7. 20.01.2021 42 Gopal Bhawan 199 Princess Street Mumbai-400002 1. Mr. Pawan Agarwal 2. Mr. S. N. Agarwal 3. Ms. Preethi Thomas Yangal Mr. Prafulla Shirke Mr. Laxmidhar Bhola
8. 12.02.2021 42 GopaIBhawan 199 Princess Street Mumbai-400002 1. Mr. Pawan Agarwal 2. Mr.S. N. Agarwal 3. Ms. Preethi Thomas Yangal Mr. Prafulla Shirke Mr. Preethi Thomas Yangal LaxmidharBhola
9. 17.02.2021 42 Gopal Bhawan 199 Princess Street Mumbai-400002 1. Mr. Pawan Agarwal 2. Mr.S. N. Agarwal 3. Ms. Preethi Thomas Yangal Mr. PrafullaShirke Mr. Laxmidhar Bhola

14 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri. Pawan Agarwal Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible offers himself for re-appointment. TheBoard recommends his reappointment.

Ms. Priti Virkar women director is expired 22nd June 2020 Mr. Hemant Mehta signedwith effect from 6th August 2020

Ms. Preethi Thomas Yangal was Appoint as women director with effect from 14thSeptember 2020

15. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFTHE COMPANIES ACT 2013:

The Independent Directors have submitted the declaration of Independence as requiredpursuant to section 149 (7) of the Companies Act 2013 stating that they meet thecriteria find dependence as provided in sub-section (6) and there has been no change inthe circumstances which may affect their status as independent director during the year.

16. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

In accordance with the provisions of Section 178 of the Companies Act 2013 read withrules the Company has appropriate Nomination and Remuneration Committee consisting ofthree Non-executive Directors all the Directors being Independent Directors. TheCommittee acts in accordance with the 'Terms of Reference' approved and adopted by theBoard from time to time.

The existing Nomination and Remuneration Committee of the Company consists of threeDirectors with Independent Directors form in a majority and the said constitution is inline with the provisions of Section 178 of the Companies Act 2013 read with the rulesand the Company has re-constituted committee in the Board Meeting held on 17th August2020.The Nomination and Remuneration Committee act accordance with the' Terms ofReference' specified by the Board in writing from time to time.

The Composition of the Committee is as under:

Sr. No. Name of Member Designation
1. Mr. PrafullaShirke Chairman
2. Mr. LaxmidharSingh Bhola Member
3. Mr. Pa wan Agarwal Member

Remuneration Policy and Criteria for selection of candidates for appointment asDirectors Key Managerial Personnel and Senior Management positions

The Company has in place a policy for remuneration of Directors Key ManagerialPersonnel and Senior Management as well as well-defined criteria for the selection ofcandidates for appointment to the said positions which has been approved by the Board. ThePolicy broadly lays down the guiding principles philosophy and the basis for payment ofremuneration to the executive and non-executive Directors (byway of sitting fees andcommission) Key Managerial Personnel and Senior Management. The criteria for selection ofcandidates for the above positions cover the various factors and attributes which areconsidered by the Nomination & Remuneration Committee and the Board of Directors whilemaking a selection of the candidates. The above policy along with the criteria forselection is available at the website of the Company at www.corporatementors.in.

II. Audit Committee:

The existing 'Audit Committee1 of the Company consists of three Directorswith Independent Directors form

in a majority and the said constitution is in line with the provisions of Section 177of the Companies Act 2013 read with the rules and the Company has re-constitutedcommittee in the Board Meeting held on 17th August 2020. The Audit Committee act sonicaccordance with the 'Terms of Reference' specified by the Board in writing from time totime.

The Composition of the Committee isas under:

Sr Name of Member Designation
1. Mr. Prafulla Shirke Chairman
2. Mr. LaxmidharSingh Bhola Member
3. Mr. Pa wan Agar wal Member
4. Mr. Vikas Jain Secretary

III. StakeholdersGrievance Committee

The existing Stakeholders Grievance Committee of the Company consists of threeDirectors with Independent Directors form in a majority and the said constitution is inline with the provisions of Section 178 of the Companies Act 2013 read with the rulesand the Company has re-constituted committee in the Board Meeting held on 17th August2020.The Stakeholders Grievance Committee act sonic accordance with the'Terms ofReference' specified by the Board in writing from time to time.

The Committee has the mandate to review redress shareholders' grievances and toapprove all share transfers/transmissions.

The Composition of the Committee is as under:

Name of Member Designation
1. Mr. LaxmidharSingh Bhola Chairman
2. Mr. PrafullaShirke Member
3. Mr. Pawan Agarwal Member

IV. TheVigil Mechanism:

Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company has established Whistle Blower Policy& Vigil Mechanism in accordance with the provisions of the Companies Act2013 and forreporting the genuine concerns or grievances or Concerns of actual or suspected fraud orviolation of the Company's code of conduct.

The said Mechanism is established for directors and employees to report their concerns.The policy provides the procedure and other details required to be known for the purposeof reporting such grievances or concerns. The Audit Committee oversees the VigilMechanism. The same is uploaded on the website of the Company www.corporatementors.in

17 RELATED PARTYTRANSACTIONS:

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.

18 ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS:

Pursuant to the provisions of Sections 134 (3)(p) 149 (8) Schedule IV of the Act andin accordance with the policy for Performance Evaluation of the Individual directorsBoard and its Committees which includes criteria for performance evaluation asstructured questionnaire was prepared after taking in to consideration the various aspectsof the Board's functioning composition of the Board and its Committees effectiveness ofBoard / Committee processes information provided to the Board etc. On the basis of thesaid questionnaire the Directors have carried out the annual performance evaluation ofthe Board Independent Directors Executive Directors Committees and the Chairman of theBoard. A separate meeting of the Independent Directors was also held during the year forthe evaluation of the performance of non-independent Directors performance of the Boardas a whole and that of the Chairman. The Board expressed theirsatisfaction with theevaluate on process.

19 STATUTORYAUDITORS:

M/s H. G. Sarvaiya& Co. Chartered Accountants (Firm Registration No. 115705W)Statutory Auditors of the Company will hold office until the conclusion of the ensuingAnnual General Meeting and are eligible for reappointment as per Section 139 of theCompanies Act 2013. M/s H. G. Sarvaiya & Co. Chartered Accountants have expressedtheir willingness to get re-appointed as the Statutory Auditors of the company and hasfurnished a Certificate of their eligibility and consent under Section 141 of theCompanies Act 2013 and the rules framed there under. In terms of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Auditors have confirmedthat they hold a valid certificate issued by the Peer Review Board of the ICAI. The boardrecommends the appointment of M/s H. G. Sarvaiya & Co. Chartered Accountants (FirmRegistration No. 115705W) as the Statutory Auditors of the Company. The members arerequested to reappoint M/s H. G. Sarvaiya & Co. Chartered Accountants (FirmRegistration No. 115705W) as Auditors from the conclusion of the ensuing Annual GeneralMeeting till the conclusion of the next Annual General Meeting.

20 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 2020-21 as required under section 204 of the Companies Act 2013 and therules there under. The Secretarial Audit report for the financial year 2020-21 forms partof the annual report.

21 CORPORATE GOVERNANCE

Pursuant to the Regulation 15 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations

2015 which is effective from 01st December 2015 the Company is not required tocomply with provisions of Corporate Governance as its paid-upcapitalis less than Rs. 10Crore and its net worth is also less than Rs. 25 Crore as on 31st March 2021.

22. QUALIFICATION RESERVATION OR ADVERSE REMARKOR DISCLAIMER MADE BYAUDITORS:

There are no qualifications or adverse remark or disclaimers made by the Auditors intheir reports.

23. MATERIALCHANGESAFFECTINGTHE FINANCIAL POSITION OFTHE COMPANY:

No material changes and commitment so there than in the normal course of business haveoccurred after theose of the year til I the date of this Report which affect thefinancial position of the Company.

24. DETAILS OF HOLDING/SUBSIDIARY/JOINTVENTURES/ASSOCIATE COMPANIES:

The Company is not a holding a subsidiary or an associate company of any company andvice versa. The Company does not haveanyjoint ventures.

25. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY U / S134:

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. Asper Regulation 21 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulation 2015 the top 100 listedentities needs to adopt Risk Management Policy. Therefore the Company is not required toadopt Risk Management Policy.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company is committed to provide safe and conducive environment to its employees.The Company has an Internal Complaints Committee (ICC) to red rests complaints receivedregarding sexual Harassment. Your Directors further state that during the year underreview there was no case filed pursuant to the Harassment of Women at Workplace(Prevention Prohibition and Redressed) Act 2013.

27. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:

None of the Directors are drawing remuneration. There are only two employees in theCompany i.e. Mr. Krishna Jha (CFO) and Mr. Vikash Jain (Company Secretary). Mr. KrishnaJha is not drawing any salary. Hence there being no directors drawing remuneration andonly one employee drawing salary it is not possible to derive ratio of remuneration ofeach Director to median remuneration of employees for the Financial Year 2020-21 asrequired under Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules2014.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OFCOMPANIES ACT 2013:

There are no frauds reported by the Auditor which are required to be disclosed underSection 143(12) of Companies Act 2013.

29. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT BYTHE COMPANY:

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 have been set the notes to accounts.

30. CORPORATE SOCIAL RESPONSIBILITY POLICY:

During theyear under review the Company has not developed the policy on CorporateSocial Responsibility as the Company does not fall under the prescribed losses ofCompanies mentioned under section 135(1) of the Companies Act 2013.

31. MAINTENANCE OF COST RECORDS AS SPECIFIED BYTHE CENTRAL GOVERNMENT UNDERSUB-SECTION(1) OF SECTION 148 OFTHE COMPANIES ACT2013:

The Company is not required to maintain Cost Records as specified by the CentralGovernment under subsection (1) of section 148oftheCompaniesAct 2013.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS ORTRIBUNAL IMPACTING THE GOING STATUS AND THE COMPANY'S OPERATION IN FUTURE:

The Delisting Committee of Bombay Stock Exchange Limited (BSE) had passed an orderagainst the Company on July 04 2018 thereby delisting the securities of the Company underSEBI (Delisting of Equity Shares) Regulations 2009. However the Order was rescinded onJanuary 23 2019 pursuant to which the equity shares of the Company are listed on BSEplatform however the trading of securities is suspended. The Company is in the process ofrevocation of suspension of trading of securities.

33. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act 2013 and tothe best oftheir knowledge and belief and according to the information and explanations obtained/received from the operating Management your Directors make the foil owing statement andconfirm that-

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with properexplanation relatingto material departures;

b) the directors had selected such accounting policies and applied the consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial yea rand of theprofit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safe guarding theassets of the company and for preventing and detecting fraud and other regularities;

d) the directors had prepared the annua I accounts on a going concern basis;

e) the directors had laid down internal financial controls to befollowed by the Companyand that such internal financial controls read equate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

34. ACKNOWLEDGMENT:

Your Directors place on record their sincere gratitude for the assistance guidance andco-operation the Company has received from all stakeholders. The Board further places onrecord its appreciation for the dedicated services rendered by the employees of theCompany.

Forand on behalf ofthe Board of Directors

For Olympic Management & Financial Services Limited

Sd/- Sd/-
(Pawan Kr Agarwal) (S. N. Agarwal)
Director WholeTime Director
(Din.No. 00556417) (Din.No. 01764628)
Place: Mumbai
Date: 27.08.2021
Registered Office:
42 Gopal Bhavan
199 Princess Street
Mumbai-400 002.

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