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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 35TH Annual Report along with the Audited FinancialStatements of your Company for the Financial Year ended 31st March 2019.

1. Financial Results

31-03-2019 31-03-2018
(Amt in Rs.) (Amt in Rs.)
Revenue From Operation 1525432.00 538850.00
Other Income 621419.00 455856.00
Gross Profit/(Loss) before Tax & Depreciation 311447.00 (9395.00)
Depreciation 50759.00 67924.00
Profit Before Tax/(Loss) 260688.00 (77319.00)
Tax 0.00 0.00
Profit/(Loss)After Tax 260688.00 (77319.00)
Extra-Ordinary Item (379752.00) (424400.00)
Profit /Loss after Extra Ordinary Item (119064.00) (501719.00)

2. DIVIDEND:

In view of loss your Directors regret their inability to propose any dividend for theFinancial Year ended 31st March 2019.

3. OPERATIONS:

During the year under report the company suffered a loss after Extra-Ordinary Item(Net Loss) of Rs. 119064/-. The company is looking for new opportunities to improve itsperformance.

4. SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on 31st March 2019 was Rs.30066000 (Rupees Three Crore and Sixty Six Thousand). During the year under review theCompany has not issued shares with differential voting rights nor granted stock optionsnor sweat equity.

5. TRANSFER TO 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 are 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 FINANCIAL STATEMENT OF THE COMPANY/THE REPORT OF THE 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 pursuant to Section 92 of the Companies Act 2013 readwith The Companies (Management and Administration) Rules 2014 (subject to amendment andre-enactment from time to time) in the prescribed Form MGT-9 is hereby attached with thisReport in Annexure I and is a part of this Report. The same is as on 31st March 2019.

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 Six Directors – 1 Executive and 5 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 five times during the Year under review. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

Date of Meeting Venue of the Meeting Directors present Directors to whom leave of absence was granted
1. 10.05.2018 42 Gopal Bhawan 199 Princess Street Mumbai - 400002 1. Mr. Pawan Agarwal 2. Mr. Satyanarayan Ramchandra Agarwal 3. Mr. Hemant Damodar Mehta 4. Ms. Priti Virkar 5. Mr. Laxmidhar Narsingh Bhola Mr. Prafulla Shirke
2 14.08.2018 42 Gopal Bhawan 199 Princess Street Mumbai - 400002 1. Mr. Pawan Agarwal 2. Mr. Prafulla Shirke 3. Mr. Satyanarayan Ramchandra Agarwal 4. Mr. Hemant Damodar Mehta 5. Ms. Priti Virkar Mr. Laxmidhar Narsingh Bhola
3 27.09.2018 Silk Merchant Association 480 Kalbadevi Road Mumbai 400002 1 Mr. Pawan Agarwal 2 Mr. Prafulla Shirke 3 Mr. Hemant Damodar 4 Ms. Priti Virkar Mr. Satyanarayan Ramchandra Agarwal Mr. Laxmidhar Narsingh Bhola
4 02.11.2018 42 Gopal Bhawan 199 Princess Street Mumbai - 400002 1 Mr. Pawan Agarwal 2 Mr. Prafulla Shirke 3 Mr. Satyanarayan Ramchandra Agarwal 4 Mr. Hemant Damodar Mehta 5 Ms. Priti Virkar Mr. Laxmidhar Narsingh Bhola
5 12.02.2019 42 Gopal Bhawan 199 Princess Street Mumbai - 400002 1 Mr. Pawan Agarwal 2 Mr. Satyanarayan Ramchandra Agarwal 3 Mr. Hemant Damodar Mehta 4 Ms. Priti Virkar 5 Mr. Laxmidhar Narsingh Bhola Mr. Prafulla Shirke

14 CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the Financial Year under review Ms. Aneri Shah was appointed as the CompanySecretary and Compliance Officer of the Company by the Board of Directors in their meetingheld on 27th September 2018.

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.

The Company had appointed Shri Prafulla Shankarrao Shirke Shri Laxmidhar NarsinghBhola and Shri Hemant Damodar Mehta as Independent Directors as per the requirements ofthe Companies Act 2013 at the Annual General Meeting held on September 29 2014 for aterm of five consecutive years.

As the above named Independent Directors shall be completing their first term ofappointment upon completion of five years from the respective dates of their appointmentduring the current year they are eligible for re-appointment for another term of fiveconsecutive years subject to approval of the Members by Special Resolution. All the abovenamed persons have consented to their re-appointment as Independent Directors. The Boardrecommends their re-appointment.

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 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.

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 Composition of the Committee is as under:

Name of the Member Designation
1. Mr. Hemant Mehta Chairman
2. Mr. Prafulla Shirke Member
3. Mr. Laxmidhar Singh Bhola 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 a 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 (by way 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 alongwith the criteria forselection is available at the website of the Company at www.corporatementors.in.

II. Audit Committee:

The existing 'Audit Committee' of the Company consists of three Directors withIndependent Directors forming a majority and the said constitution is in line with theprovisions of Section 177 of the Companies Act 2013 read with the rules and the Companyhas re-constituted committee in the Board Meeting held on 12th February 2019. The AuditCommittee acts in accordance with the 'Terms of Reference' specified by the Board inwriting from time to time.

The Composition of the Committee is as under:

Name of the Member Designation
1. Mr. Hemant Mehta Chairman
2. Mr. Prafulla Shirke Member
3. Mr. Laxmidhar Singh Bhola (upto 12.02.2019) Member
4. Ms. Priti Virkar (after 12.02.2019) Member

III. Stakeholders Grievance Committee:

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 the Member Designation
1. Mr. Hemant Mehta Chairman
2. Mr. Prafulla Shirke Member
3. Mr. Pawan Agarwal Member

IV. The Vigil Mechanism:

Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company has established a Whistle Blower Policy& Vigil Mechanism in accordance with the provisions of the Companies Act 2013 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 fordirectors and employees to report their concerns. The policy provides the procedure andother details required to be known for the purpose of reporting such grievances orconcerns. The Audit Committee oversees the Vigil Mechanism. The same is uploaded on thewebsite of the Company www.corporatementors.in

17 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.

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 and inaccordance with the policy for Performance Evaluation of the Individual directors Boardand its Committees which includes criteria for performance evaluation a structuredquestionnaire was prepared after taking into consideration the various aspects of theBoard's functioning composition of the Board and its Committees effectiveness of Board /Committee processes information provided to the Board etc. On the basis of the saidquestionnaire the Directors have carried out the annual performance evaluation of theBoard 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 their satisfaction with theevaluation process.

19 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Auditors have confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the ICAI. The board recommends the appointment 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 2020.

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 the financialyear 2018-19 as required under section 204 of the Companies Act 2013 and the rules thereunder. The Secretarial Audit report for the financial year 2018-19 forms part of theannual 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 Companyis not required to comply with provisions of Corporate Governance as its paid-up capitalis less than Rs. 10 Crore and its net worth is also less than Rs. 25 Crore as on 31stMarch 2019.

22. QUALIFICATION RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITORS:

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

23. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments other than in the normal course of business haveoccurred after the close of the year till the date of this Report which affect thefinancial position of the Company.

24. DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

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

25. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY U/S 134:

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. As per 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 redress 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 Redressal) 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 Ms. Aneri Shah (Company Secretary). Mr. Krishna Jhais not drawing any salary. Hence there being no directors drawing remuneration and onlyone employee drawing salary it is not possible to derive a ratio of remuneration of eachDirector to median remuneration of employees for the Financial Year 2018-19 as requiredunder Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

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 BY THE COMPANY:

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.

30. CORPORATE SOCIAL RESPONSIBILITY POLICY:

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

31. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDERSUB-SECTION

(1) OF SECTION 148 OF THE COMPANIES ACT 2013:

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

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL

IMPACTING THE GOING CONCERN 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 to the bestof their knowledge and belief and according to the information and explanations obtained/received from the operating Management your Directors make the following statement andconfirm that-a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;b) the directors had selected such accounting policies and applied them 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 year and of theprofit and loss of the company for that period; c) the directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; d) the directors had prepared the annualaccounts on a going concern basis; e) the directors had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively; and f) the directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

34. ACKNOWLEDGEMENT:

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.

For and on behalf of the Board of Directors

For Olympic Management & Financial Services Limited

Sd/- Sd/-Pawan Kr Agarwal S. N. Agarwal Director Whole-time Director

DIN: 00556417 DIN: 01764628

Place: Mumbai Date: 12.08.2019

Registered Office: 42 Gopal Bhavan 199 Princess Street Mumbai – 400 002