olympic oil industries ltd Directors report

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023

To The Members,

Your Directors have pleasure in presenting the Forty Thirds (43^rd) Directors Report along with the Audited Financial Statements for the year ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS

The Financial Performance of your Company for the year ended 31^st March, 2023 is summerized below: (Figures in 000)

Particulars	2022-23	2021-22
Income
Revenue from Operations
Other Income	212.38	170.18
Total Income	212.38	170.18
Expenses
Operating, Depreciation and Other Expenses	3300.22	2,328.70
Salaries and Benefits	1394.49	1,593.35
Total Expenses	4694.71	3,922.05
Profit/(Loss) before Tax and Appropriations	(4482.33)	(3,751.87)
Tax Expenses:
Short/(Excess) Provision of Income Tax for Last Year Written Off/(Back)	206.17
Total Tax Expenses	206.17
Profit / (Loss) after Tax	(4688.5)	(3,751.87)
A) Items that will not be reclassified to Profit & Loss	(34.48)	906.57
B) Items that will be reclassified to Profit & Loss
Total Comprehensive Income for the year	(34.48)	906.57
Profit/Loss carried to the Balance Sheet	(4722.98)	(2,845.30)

2. STATE OF COMPANYS AFFAIRS

O During the year under the review your Company has not generated any operating income. Your Companys other income has increased from Rs.1,70,181/- to Rs. 2,12,382/- as compared to the previous year. Your Directors are striving hard to cope with the growth opportunities for the Company in the present scenario.

O The Company has booked loss of Rs. 47,22,984/- in financial year 2022-23.

3. DIVIDEND

Considering the loss incurred in the current financial year, your Directors have not recommended any dividend for the financial year under review.

4. TRANSFER TO RESERVES

Considering the loss incurred in the current financial year, your Directors are not in a position to recommend any amount to transfer in to the reserves.

5. SHARE CAPITAL AND CHANGES THEREIN

There was no change in the Authorized share capital of the Company during the financial year. As on 31^st March, 2023, the paid-up equity share capital of your Company was Rs.2,85,40,000 divided into 28,54,000 equity shares of Rs.10/- each.

6. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 the Annual Return for the financial year ended 31^st March, 2023 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, is available on the website of the Company at http://www.olympicoil.co.in/

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirms that: i. In the preparation of the annual accounts for financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. Have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Loss for that period; iii. Have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. Have prepared the annual accounts for financial year ended March 31, 2023 on a ‘going concern basis; v. Had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently; and vi. Have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DEPOSITORY SYSTEM

Your Companys Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2023, 93.04% of the Equity Shares of your Company were held in dematerialized form.

9. Number of Meetings of the Board

During the financial year, the Board of Directors met 5 (Five) times on 28^th May,2022; 13^th August, 2022; 14^th November, 2022; 11^th February 2023 and 24^th March 2023.

10. Committees of the Board A. Audit Committee Composition:

The Audit Committee of the Company comprises of one Executive Director and one Independent Directors as on 31^st March 2023. The Audit Committee comprised of two members i.e. Mr. Arvind Srivastava, (Independent Director) and Mr. Nipun Verma, (Whole-time Director). Mr. Arvind Srivastava, (Independent Director) is the chairman of the committee. The Board of Directors is in process to appoint one new Independent Director on the Board of the Company, after appointment Board will reconstitute the Audit Committee in alignment with the provisions of Section 177 of Companies Act, 2013.

Terms of Reference:

The terms of reference of the Audit Committee approved by the Board as per the provisions of section 177 of the Companies Act, 2013.

The primary objective of the Audit Committee is to monitor and provide effective supervision of the managements financial reporting progress with a view to ensuring accurate timely and proper disclosures and transparency, integrity and quality of financial reporting. The Committee oversees the work carried out by the management, internal auditors, statutory auditors on the financial reporting process and the safeguards employed by them. The Recommendation by the Audit Committee as and when made to the Board has been accepted by it.

No. of Meetings:

During the financial year, members of the Audit Committee met 4 (Four) times on 28^th May,2022; 13^th August, 2022; 14^th November, 2022 and 11^th February 2023.

B. Nomination, Remuneration & Compensation Committee Composition:

The Company has constituted Nomination and Remuneration Committee at the Board level with the powers and roles that are in accordance with Section 178 of the Companies Act, 2013

Terms of Reference:

The terms of reference of the Nomination, Remuneration and Compensation Committee approved by the Board as per the provisions of section 178 of the Companies Act, 2013 are as follows: a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees; b. Formulation of criteria for evaluation of performance of independent directors and the board of directors; c. Devising a policy on diversity of board of directors; d. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal; e. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; f. Recommend to the Board, all the remuneration, in whatever form, payable to senior management.

Number of Meetings

During the financial year, the members of the Nomination Remuneration and Compensation Committee met 2 (Two) times on 28^th May, 2022 and 24^th March 2023.

C. Stakeholders Relationship Committee

The scope of the Stakeholders Relationship Committee is to review and address the grievances of the shareholders in respect of share transfers, transmission, issue of duplicate/consolidated share certificates, allotment and listing of shares, non-receipt of annual report, non- receipt of balance sheet, non-receipt of dividend etc. and other related activities. In addition, the Committee also looks into matters that can facilitate better investors services and relations.

Composition:

Composition of Stakeholders Relationship Committee is in alignment with the provisions of Section 178 of Companies Act, 2013.

Terms of Reference:

The scope of the Stakeholders Relationship Committee is to review and address the grievances of the shareholders in respect of share transfers, transmission, issue of duplicate/consolidated share certificates, allotment and listing of shares, non-receipt of annual report, non- receipt of balance sheet, non-receipt of dividend etc. and other related activities. In addition, the Committee also looks into matters that can facilitate better investors services and relations.

Status of Investor Complaints for the Financial Year ended March 31, 2023:

Complaints outstanding as on April 01, 2022	0
Complaints received during the financial year ended March 31, 2023	2
Complaints resolved during the financial year ended March 31, 2023	1
Complaints outstanding as on March 31, 2023	1

No. of Meetings

During the financial year, members of the Stakeholders Relationship Committee met 2 (Two) times on 01^st December, 2022 and 05^th January 2023.

11. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under sub-section (3) of section 178, is appended as Annexure I to this Report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013 as on 31^st March, 2023 have been provided in the notes to the Financial Statements forming part of Annual report.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year under review with related parties as defined under the Companies Act, 2013, were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable.

Attention of the members is drawn to the disclosures of transactions with the related parties as per Indian Accounting Standard (IND AS) 24 is set out in Notes to Accounts forming part of the financial statement forming part of Annual report. The Policy on dealing with related party transactions is disclosed on website of the Company and the same may be accessed at the www.olympicoil.co.in

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between 31^st March, 2023 and the date of the report other than those disclosed in this report.

15. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

Conservation of Energy

Your Company has taken necessary steps and initiative in respect of conservation of energy to possible extent to conserve the energy resources.

Technology Absorption

Your Company is not engaged in any manufacturing activity, the particulars of technology absorption as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable.

Foreign Exchange Earnings and Outgo

During the period under review, the Company had not earned any foreign exchange nor incurred any outflows in foreign exchange.

16. RISK MANAGEMENT

Your Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same. Your Company has institutionalized the policy/process for identifying, minimizing and mitigating risk which is reviewed. The key risks and mitigation actions are placed before the Audit Committee.

17. CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013, provisions of Corporate Social Responsibility are not applicable to the Company during the year under review.

18. ANNUAL EVALUATION ON PEFORMANCE OF THE BOARD

The Board adopted a formal mechanism for evaluating performance of the Board, its Committees and individual Directors, including the Chairman of the Board pursuant to the provisions of the Companies Act, 2013. The exercise was carried out through an evaluation process as formulated by Nomination & Remuneration Committee (NRC) covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgement, governance issues etc.

All Directors participated in the evaluation. Evaluation was carried out on individually excluding the Director being evaluated.

19. CHANGE IN THE NATURE OF BUSINESS

During the financial year 2022-23, there was no change in the nature of business of the Company.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 152(6)(e) of the Companies Act, 2013 read with the Articles of Association of the Company, Mrs. Poonam Singh (DIN: 07099937), Director of the Company, retires at the ensuing annual general meeting and being eligible for re-appointment, offers himself for re-appointment.

During the year Mr. Kulpreet Singh tendered resignation as Company Secretary and Compliance Officer of the Company w.e.f. 27^th May, 2022. Ms. Manisha Issrani appointed as Company Secretary and Compliance Officer of the Company w.e.f. 28^th May, 2022 and resigned w.e.f 24^th March, 2023. Board of Directors at their meeting held on 24^th March, 2023 appointed Ms. Sonam Kataria as Company Secretary and Compliance Officer of the Company w.e.f. 25^th March, 2023.

21. DECLARATION BY INDEPENDENT DIRECTOR

Independent Director have submitted declarations to the Company that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

22. FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization programme to Independent Director, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters is uploaded on the website of the Company at the link http://www.olympicoil.co.in.

23. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES OR LLPS

The Company does not have any subsidiary, Joint Venture, Associate Company or LLPs during the financial year.

25. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

The Company has not accepted any Deposits within the purview of Section 73 to 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014. Further no amount on account of principal or interest on public deposits was outstanding as on 31^st March, 2023.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by the regulators or courts or tribunals in the previous year which would impact the going concern status of the Company and its future operations. On the contrary, the Honble Delhi High Court vide order dated 12.05.2023 has set aside the declaration of fraud against the Company. Further, the Company has also received a stay on the wilful defaulter proceedings initiated by the banks.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Your Company has an internal financial control system commensurate with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. The Audit Committee has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee has a process for timely check for compliance with the operating systems, accounting procedures and policies. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis.

28. STATUTORY AUDITORS AND AUDITORS REPORT

M/s. Bhatter & Associates, Chartered Accountants, Statutory Auditors, were re-appointed as Statutory Auditors of the Company at Annual general Meeting held on September 24, 2022 till the conclusion of Annual general Meeting to be held for the financial year 2026-27.

There are no qualifications, reservations or adverse remarks or disclaimers mentioned in Audit Report made by M/s. Bhatter & Associates, Chartered Accountants, Statutory Auditors, in their report except to the following observations:

"Emphasis of Matter We draw attention to:

Note no. 13 regarding credit facilities from banks became Non-Performance account during the previous year and forensic audit has been carried for the working of the company and interest has not been provided since August 2018 being NPA. Pending the ultimate outcome of this matter which is presently unascertainable hence no adjustment has been made.

Note no. 35 regarding net worth of the company has been fully eroded and no business operation accounts since FY 2019-20, but accounts are prepared on going concern basis.

Further the Company has defaulted in repayment of principal and interest payable to Bankers in respect of working capital facilities which indicate existence of liquidity stress and material uncertainty that may cast significant doubt on the Companys ability to continue as a going concern. However, the management is hopeful to meet the Companys financial obligation and continuing business operations. Having regards to this, financial statements have been prepared on the basis of going concern. Hence no adjustments have been made to the carrying value of Assets and Liabilities of the Company."

Boards explanation:

The action taken by the banks against the Company relying on the forensic audit report were challenged before the Honble Delhi High Court. The Honble Delhi High Court vide order dated 12.05.2023 has set aside the declaration of fraud against the Company. This is a positive development for the Company and the Company is hopeful that in the subsequent proceedings/interactions with the banks, the Company would be able to demonstrate its bona fides and the business operations may be allowed subject to sanction of credit facilities by the banks.

At the moment, the net-worth of the company has been eroded due to finance cost. The management is hopeful of meeting the Companys financial obligations and continuing business operations in future and accordingly, the financial statements have been prepared on going concern basis.

29. SIGNIFICANT MATTERS RELEVANT TO THE YEAR UNDER REVIEW

The SFIO had sent enquiries seeking information from the Company. The said information has been duly provided and the Company is fully cooperating with the SFIO in its investigation. Till date, there have been no further developments in the matter.

In respect of the CBI proceedings, the matter is currently pending before the Ld. Trial Court at Lucknow and the proceedings are at a very nascent/preliminary stage. The Company is hopeful of an honorable acquittal in the said proceedings.

30. SECRETARIAL AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, Board of Directors of the Company has appointed M/s. Gopesh Sahu, Practicing Company Secretary as Secretarial Auditor to conduct the Secretarial Audit and his Report for the financial year ended 31^st March, 2023 is appended as ANNEXURE II to this Report.

There are no other qualifications, reservations or adverse remarks or disclaimers made by Mr. Gopesh Sahu, Company Secretary in Practice, in his secretarial audit report except to the following observations: a. The Company has not complied with the provision of Section 138 of the Companies Act, 2013 with respect to appointment of an Internal Auditor. b. The Audit Committee and Nomination Remuneration and Compensation Committee were not duly constituted in term of the provisions of the Companies Act, 2013. c. The Company has not complied the provisions related to conducting of separate meeting of Independent Director as per schedule IV of Companies Act, 2013. d. The Company has not appointed Chief Financial Officer as per the provisions of Section 203 of the Companies Act, 2013.

Management Reply: a. The Board is in process to appoint an internal Auditor of the Company, who will carry out the internal audit of the Company. b. Once Independent director is appointed on the Board of the Company, the Board will re-constitute both the Committees i.e. Audit Committee and Nomination, Remuneration and Compensation Committee in compliance with the Section 177 and 178 of the Companies Act, 2013. c. Once Independent director is appointed on the Board of the Company, Company will conduct of separate meeting of Independent Director as per schedule IV of Companies Act, 2013. d. The Board is in process to identify and appoint Chief Financial Officer (Key Managerial Personnel) in due course in compliance with in the terms of Section 203 of the Companies Act, 2013.

31. MAINTENANCE OF COST RECORDS & COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

32. INSTANCES OF FRAUDS, IF ANY REPORTED BY AUDITORS

During the financial year under review, the statutory auditors and secretarial auditor has not reported to the audit committee, any instances of fraud under Section 143(12) of the Companies Act, 2013.

33. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns, actual or suspected fraud or violation of the Companys code of conduct.

The said mechanism also provides for adequate safeguards against victimisation of the persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee.

The administration of the vigil mechanism is being done through Audit Committee. We confirm that during the financial year 2022-2023, no employee of the Company was denied access to the Audit Committee.

The said Whistle Blower Policy is available on the website of the Company at www.olympicoil.co.in.

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during the year:

No. of Complaints received	Nil
No. of Complaints disposed off	Nil

35. REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the compliance of provisions of the Corporate Governance under Regulation 27(2) of the Listing Regulations is not applicable to the Company as paid up equity share capital of the Company is not exceeding Rs.10 Crores and net worth is not exceeding Rs. 25 Crores, as on the last day of previous financial year i.e. as on 31st March, 2023.

Pursuant to the provisions of the Listing Regulations, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Regulations are complied with.

36. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the financial year ended 31^st March, 2023, as stipulated under Regulation 34(2) of SEBI Listing Obligation and Disclosure Requirements) Regulation, 2015, is appended as ANNEXURE III to this report.

37. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended has been appended as ANNEXURE IV to this Report.

There were no such employees of the Company for which the information required to be disclosed pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY

CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT

AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one time settlement during the financial year.

40. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any shares lying in its Demat Suspense Account / Unclaimed Suspense Account.

41. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support and co-operation have helped, as partners in your Companys progress. Your Directors, also acknowledge the hard work, dedication and commitment of the employees.