DIRECTORS' REPORT TO THE MEMBERS OF OLYMPIA INDUSTRIES LIMITED The Directors take pleasure in presenting the Twenty Sixth Annual Report together with the audited financial statements for the year ended March 31, 2015. OPERATIONS The turnover and other income of the company increased to Rs. 12,274.82 lacs as against Rs.679.41 lacs in the previous year. Net Profit from operations stood at Rs.457.20 lacs compared to Rs.35.92 lacs in the previous year. The company has embarked upon e-retailing of FMCG products. The prospects for e-retailing looks very promising, considering the growth in this sector due to shift in the buying pattern of the customers from traditional retail channel to e-commerce retail channel. Demand is driven by ease of shopping, availability of authentic products from various recognized e-commerce players of international repute at attractive & competitive prices. The high penetration of 3G enabled smartphone devices in the country has played a critical role in the expansion of e-commerce business. We expect this segment to benefit immensely from the planned 4G internet connectivity roll-out throughout the country. Olympia Industries Ltd._Annual Report 2014-15 Your company continues to expand its business building on the high-growth e-tailing segment. Innovative concepts like weekend and festival sales attract new customers and helps to build a loyal customer base. The company has increased its product offering in terms of enlarging the existing base and adding new categories of products. We have also increased our distribution network to widen our geographic reach. SEGMENTWISE PERFORMANCE The company has two reportable segments viz. Trading and Others. Revenue from Trading is Rs. 12,225.34 Lacs (previous year Rs. 631.25 Lacs) and Others is Rs. 49.48 Lacs (previous year Rs. 27.98 Lacs). Profit from Trading is Rs 657.29 Lacs (previous year Rs. 63.28 Lacs) and Others is Rs. 8.44 Lacs (previous year is Rs. 48.16 Lacs). EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS There were no material changes or commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the Report. SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2015 is Rs.3,02,35,700/-. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or issued sweat equity. DIVIDEND In view of strengthening of financial position of the Company and looking into unabsorbed Losses the Directors have decided to plough back the profits into the business and hence your Directors do not recommend any dividend for the current year. NUMBER OF BOARD MEETINGS The Board of directors met 6(six) times in the Financial year 2014-15. The dates are 28.06.2014, 14.08.2014, 25.09.2014, 14.11.2014, 13.02.2015 and 30.03.2015. DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. Ketan H. Gala stepped down from the Board of Directors of the Company with effect from August 09, 2014 under the provisions of Section 168(1) of the Companies Act, 2013 as he was not able to devote time for our Company due to his occupation in other work. Olympia Industries Ltd._Annual Report 2014-15 The Board of Directors has appointed Ms. Radhika Jharolla as Company Secretary of the company with effect from 29.09.2014. She is appointed as per the provisions of Section 203(1) of the Companies Act, 2013 and she will perform her duties as per section 205 of the said act. The Board of Directors has appointed Ms. Anisha Parmar as an Additional Director (Non- executive Non- Independent Director) under the provisions of Section 161 of the Companies Act, 2013 with effect from 30.03.2015. As an additional director Ms. Anisha Parmar shall hold office up to the date of ensuing Annual General Meeting. Further details about her appointment is given in the Notice of the ensuing Annual General Meeting. The Board of Directors on the recommendation of Nomination & Remuneration Committee appointed Mr. Navin Pansari, the existing director of the company as Whole Time Director for managing the affairs of the company in more efficient manner. He was appointed as WholeTime Director with effect from 23.07.2015 for a term of 1 year. His appointment is subject to the Shareholders approval in the ensuing Annual General Meeting of the Company. The Board of Directors has appointed Mr. Naresh Waghchaude & Mr. Pravin Kumar Shishodiya as additional and Independent Directors under the provisions of Section 149 and 161 and Schedule IV of the Companies Act, 2013 with effect from 23.07.2015 subject to the approval of the Members. As an additional director Mr. Naresh Waghchaude & Mr. Pravin Kumar Shishodiya shall hold office up to the date of ensuing Annual General Meeting. Further details about their appointment is given in the Notice of the ensuing Annual General Meeting. Mr. Anurag Pansari stepped down from the Board of Directors of the Company with effect from 25.07.2015 under the provisions of Section 168(1) of the Companies Act, 2013 as he was not able to devote time for our Company due to his further studies. Mr. Vijay Patel and Mr. Balkrishna Ukalikar stepped down from the Board of Directors of the Company with effect from 25.07.2015 under the provisions of Section 168(1) of the Companies Act, 2013 due to their pre-occupation they were not able to devote time for our Company. DECLARATION BY INDEPENDENT DIRECTORS The Board has received the declaration from the Independent Directors as per the requirement of Section 149(7) and the Board is satisfied that all the Independent Directors meets the criterion of Independence as mentioned in Section 149(6). COMPOSITION OF AUDIT COMMITTEE The constitution of the Audit Committee and the attendance of each member of the Committee are given below: REMUNERATION POLICY The Nomination and Remuneration (N&R) Committee has adopted a Charter which, inter alia, deals with the manner of selection of Directors, CEO, & Managing Director, Whole-Time Directors and senior managerial persons and their remuneration. This Policy is accordingly derived from the said Charter. The Policy forms part of this report and annexed herewith as Annexure I VIGIL MECHANISM The Board has established a Vigil Mechanism as per the provisions of Section 177(9) of the Companies Act, 2013. A vigil mechanism of the company to report concerns about unethical behaviour, actual 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 dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. An Officer of the company has been appointed as Vigilance officer who looks into the complaints raised. The Officer reports to the Audit Committee and the Board. This policy is also posted on Company's website, below is the link <http://www.olympiaindustriesltd.com/img/investor-relations/policies/vigil-mechanism.pdf> DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013: a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the annual financial statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure - II". AUDITORS Statutory Auditors: M/s. CPM & Associates, Chartered Accountants of the Company hold office till the conclusion of 28th Annual General Meeting. As per the provisions of Section 139 their appointment is required to be ratified in every Annual General Meeting and being eligible for appointment the Directors recommended for their reappointment for ratification. The Company has received their consent and a certificate as required under Section 139 (1) of the Companies Act, 2013 from them to the effect that they qualify for their re-appointment, if made and it would be within the prescribed limits under Section 141 of the Companies Act, 2013. Statutory Auditors Report: The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. Secretarial Auditors: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s V.K. Mandawaria & Co., Company Secretaries to undertake the Secretarial Audit of the Company. Secretarial Audit Report is annexed herewith as "Annexure III ". Secretarial Audit Report: Certain remarks were made by the Secretarial Auditor in the Report, explanations about the same are as under:- 1. About not passing a fresh Special Resolution for borrowing money in excess of its paid up share capital and free reserves within a period of one year from the date of coming into force the provisions of Section 180(1)(c) of the Companies Act,2013 as required under Circular No.04/2014 dated 25th March,2014 issued by the Central Government we would like to clarify that in our opinion the Ordinary Resolution passed by the Company in its 5th Annual General Meeting held on 9th September, 1993 under the provisions of Section 293(1)(d) of the Companies Act, 1956 for borrowing in excess of paid up capital and free reserves of the Company but subject to limit of Rs. 50 Crores. is still valid and in force. However we will pass a fresh Special Resolution as required by the above circular in the forthcoming Annual General Meeting of the Company. 2. About delay in publishing and submitting Annual Audited Financial results of the Company for the year ended 31st March, 2014 to the Bombay Stock Exchange, We would like to clarify that the business of the Company increased substantially so the finalization of accounts and audit work could not be completed in time. However the company will take care of such issues and proper compliance will be made on time in future. 3. About not publishing advertisements in required newspapers for date of holding the Board Meetings for approval of quarterly Unaudited and Annual Audited financial Results, We would like to clarify that the company has started publishing the Notice of Board Meeting for approval of quarterly unaudited and annual audited financial results from the current Financial Year. 4. About minor delay in submitting Annual Report of the Company for the financial year ended 31st March, 2014 to the Bombay Stock Exchange, we would like to clarify that the business of the Company increased substantially so the finalization of accounts and audit work could not be completed in time. However the Company will submit its Annual reports in future on time to the stock exchange. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION Since the Company did not carry out any manufacturing activity during the year under report, the details as required by the Companies (Accounts) Rules, 2014 with respect to consumption of power, Technology absorption are not applicable to the company. FOREIGN EXCHANGE EARNINGS AND OUTGO Since the Company did not carried out any import and export business during the year under report no foreign exchange earnings and outgo took place. FIXED DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS There was no orders passed by the regulators or courts or Tribunals impacting the going concern status and the company's operations in future during the year under report. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY The Company has an Internal Control System, commensurate with the size, scale of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake recommended action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations thereon are presented to the Audit Committee of the Board. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The Company has not given loans, guarantees and made investments pursuant to the provisions of Section 186 of the Companies Act, 2013 during the year under report. SUBSIDIARY COMPANIES The Company does not have any Subsidiary and Associate Company or Joint venture. RISK MANAGEMENT FRAMEWORK The Company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and periodical review to ensure that management controls risk through means of a properly defined framework. The Company has also adopted the risk management policy to ensure sustainable business growth and to promote a pro-active approach in reporting, evaluating and resolving the risks which are material in nature and are associated with the business. RELATED PARTY TRANSACTION All related party transactions that were entered during the financial year were on arm's length basis and were in the ordinary course of business. However Company has not entered any contract with the related parties falling under the provisions of Section 188 of the Companies Act, 2013 during the year under report so giving of details in form No. AOC-2 is not applicable. PERFORMANCE EVALUATION Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of evaluation of the performance based on Attendance of members and contribution at Committee meetings of members in discussion, appropriate mix of expertise, skills, behaviour, experience, leadership qualities, sense of sobriety and understanding of business, strategic direction to align company's value and standards of members of committees. The Board found it satisfactory. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as role, functions and duties of Independent Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process. LISTING WITH STOCK EXCHANGES The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed. The Company has applied delisting of its Shares on Delhi Stock Exchange (DSE) but DSE did not dispose off the application because it has been derecognised by SEBI on 19th November, 2014. Reference of SEBI circular <http://www.sebi.gov.in/cms/sebi> data/attachdocs/1416401316775.pdf CORPORATE GOVERNANCE * *The Company has discontinued the observance of Corporate Governance prescribed under Clause 49 of Listing Agreement with reference to SEBI circular (<http://www.sebi.gov.in/cms/sebi> data/attachdocs/1410777212906.pdf) with effect from 01st October, 2014 because as per the new criteria stipulated for applicability of Corporate Governance, the same is not applicable to the Company. However, we confirm that the Company has complied all the provisions of Clause 49 of the Listing Agreement in respect of Corporate Governance applicable to the Company during the financial Year under report up to 30th September, 2014. INDEPENDENT DIRECTORS MEETING During the year under review, the Independent Directors met on February 13, 2015, inter alia, to discuss: • Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole; • Evaluation of the performance of the Chairman of the company. • Evaluation of the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present at the meeting. CODE OF BUSINESS CONDUCT AND ETHICS The Board of Directors has approved a Code of Business Conduct and Ethics which is applicable to the Members of the Board and all employees. The Code has been posted on the Company's website www.olympiaindustriesltd.com The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. PARTICULARS OF EMPLOYEES The prescribed particulars of Employees required under section 134 (3) (q) and Section 197(12) of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV and forms part of this report of the Directors. The Company had not employed any employee who comes within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under review. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 In order to prevent sexual harassment of women at work place a new Act viz. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up a committee for implementation of said policy. No. of complaints of sexual harassment received in the year -NIL No. of complaints disposed off during the year - N.A. HUMAN RESOURCES Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an on-going basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. PREVENTION OF INSIDER TRADING The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. ACKNOWLEDGEMENTS: Your Directors wish to place on record their appreciation and gratitude to its esteem Shareholders, Bank and various other Government Departments for their continued support. Your Directors also place on record, their deep sense of appreciation for the dedicated services rendered by all the executives and staff at all level in the Company throughout the year. For and on behalf of the Board Navin Pansari Chairman Place: Mumbai Date: 28.08.2015 |