Olympia Industries Ltd Directors Report.

To the members of

M/s Olympia Industries Limited ("the Company")

Your Directors are pleased to present the 30th Annual Report of your Company along with the Audited Financial Statements for the financial year ended 31st March 2019.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis Report as required to be given under the Provision of SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 [herein after referred as SEBI (LODR), Regulations, 2015] has been given in a separate statement which forms part of this report.

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 this report.

SHARE CAPITAL: During the financial year, the Company has redeemed 2,00,000 privately placed 11% Cumulative redeemable Preference Shares of Rs. 10 each at par aggregating Rs. 20,00,000 in the Board Meeting held on 29th March, 2019. The paid up Equity Share Capital as on 31st March, 2019 is Rs. 6,02,35,700/-. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or issued sweat equity.

DIVIDEND: The Board of Directors in its meeting held on 29th May, 2019 had recommended to the members of the Company payment of dividend on privately placed 2,00,000 11% redeemable cumulative Preference Shares of Rs. 10 each for the period upto 30th March, 2019 (from 1st April, 2018 to 30th March, 2019 i.e the date of redemption) and arrears of accumulated Preference dividend upto the end of previous financial year ended 31st March, 2018.

During the year under review, the directors of the Company have not recommended dividend on Equity Shares of the Company for the financial year ended 31st March, 2019 with the view to strengthen the financial position of the Company.

NUMBER OF BOARD MEETINGS: The Board of Directors met five (05) times in the financial year 2018-2019. The dates of the board meeting held during the year are 29th May, 2018, 13th August, 2018, 14th November, 2018, 14th February, 2019 and 29th March, 2019.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: In accordance with the provision of Section 152 (6) of the Act, and the Articles of Association (AOA) of the Company, Ms. Anisha Parmar, Director is liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible offer herself for reappointment. The board recommends her re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS: The board has received the declaration from Independent Directors as per the requirement of Section 149(7) of the Act and the board is satisfied that all the independent directors meet the criterion of Independence as mentioned in Section 146(6) of the Act.

COMPOSITION OF AUDIT COMMITTEE: The Constitution of Audit Committee is given below:

Name of Member Executive / Non-executive / Independent
Mr. Pravin Kumar Shishodiya [Chairman] Independent
Mr. Naresh Waghchaude Independent
Mr. Navin Pansari Executive

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS: The Company has complied the applicable provisions of Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act during the year under Report.

REMUNERATION POLICY: The Nomination & remuneration Committee has adopted a charter which, inter alia deals with the manner of selection of Directors and Chief Executive Officer ("CEO") & Managing Director/ Whole Time Director and their remuneration. The policy is accordingly derived from the said charter. The policy forms part of this report and the policy is annexed herewith as "Annexure-I"

VIGIL MECHANISM: The Board has a Vigil Mechanism as per the provisions of Section 177(9) of the Act. A vigil mechanism of the Company encourages to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys 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 which looks into the complaints raised. The Officer reports to the Audit Committee and the Board. This policy is also posted on Companys website, below is the link. http://olvmpiaindustriesltd.com/img/investor-relations/policies/vigil-mechanism-whistle-blower-policv.pdf

DIRECTORS RESPONSIBILITY STATEMENT: To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

(i) that in the preparation of the annual financial statements for the year ended 31st March, 2019, the applicable accounting standards and Schedule III of the Act have been followed and there are no material departures from the same;

(ii) the directors 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 as at 31st March, 2019 and of the profit the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual financial statements have been prepared on a going concern basis;

(v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

(vi) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN: Pursuant to Section 92(3) of the Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is appended as "Annexure-M" in the prescribed Form MGT-9, which forms part of this report. Also as required under amended Section 134(3)(a) of the Act, amended through Companies Amendment Act, 2017, effective from 31st July, 2018, the Company will place its Annual Return as on 31st March, 2019 on its Website viz. www.olympiaindustriesltd.com, within the prescribed time.

AUDITORS

Statutory Auditor: M/s. Sunil Vankawala & Associates, Chartered Accountants of the Company were appointed as Statutory Auditors of the Company at the 28th Annual General Meeting held on 29th September, 2017, for a term of five consecutive years. In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Frauds Reported by Auditors: The Auditor had not reported any fraud during the Financial Year under Report.

Secretarial Auditor: Pursuant to provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had re-appointed M/s V.K. Mandawaria & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year under review. The Secretarial Audit Report is annexed herewith as "Annexure-IM"

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION: Since the Company did not carry out any manufacturing activity during the year under the report, the details as required by the Companies (Accounts) Rules, 2014 with respect to consumption of power, Technology Absorption etc. are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO: Following are the details of Foreign Exchange Earnings and Outgo.

Particulars Year 2018-2019 Year 2017-2018
Foreign Exchange Earned - -
Foreign Exchange used/ Outgo Imports: Rs. 47,25,059/- Imports: Rs. 60,05,669/-

FIXED DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) rules, 2014 and as amended from time to time.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS: There were no such orders passed by the regulators or courts or Tribunals impacting the going concern status and the Companys operations in future.

INTERNAL CONTROL SYSTEM & ADEQUACY: Your Company has in place adequate internal control systems commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Companys operations, safe keeping of its assets, optimal utilization of resources, and reliability of its financial information and compliance. Clearly defined roles and responsibilities have been institutionalized Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your companys operations.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS: The Company has not given loans, guarantees and made investments pursuant to the provisions of Section 186 of the Act during the Financial Year under Report.

SUBSIDIARY COMPANIES: The Company does not have any subsidiary.

RELATED PARTY TRANSACTIONS: All related party transactions that were entered during the financial year were on arms length basis and were in the ordinary course of business particulars of which have been given in prescribed Form AOC-2 in "Annexure-IV". All related party transactions were placed for approval before the audit committee and also before the board wherever necessary in compliance with the provisions of the Act.

CORPORATE SOCIAL RESPONSIBILITY ("CSR"): During the financial year ended 31st March, 2019, the Company incurred CSR expenditure of Rs. 9,27,271/- (Rs. Nine Lakh twenty seven thousand two hundred and seventy one). The CSR initiative of the Company were under the areas of Disaster Relief, health, hygiene and water management.

The Companys CSR Policy and annual report on CSR activities undertaken during the financial year ended 31st March, 2019 in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force is set out in the "Annexure VI" to this report. The CSR policy is available on website of the Company at http://olvmpiaindustriesltd.com/img/investor-relations/policies/csr-policv-oil.pdf

PERFORMANCE EVALUATION: Pursuant to the provisions of the Act the Board has carried out an Annual Performance Evaluation of its own performance, the directors individually as well as the Evaluation of the working of its various committees.

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 level of engagement and contribution, independence of judgment, safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the directors being evaluated. The Performance Evaluation of the Chairman and Non Independent Directors was carried out by the Independent Directors at their separate meeting.

LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 20182019 to Bombay Stock Exchange ("BSE") where the Companys Shares are listed.

CORPORATE GOVERNANCE: Corporate Governance is not applicable to the Company pursuant to the provisions of Regulation 27(2) of SEBI (LODR) Regulation, 2015.

INDEPENDENT DIRECTORS MEETING: During the year under review, The Independent Directors met on 14th November, 2018 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.

PARTICULARS OF EMPLOYEES: The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary. Other particular as required under Section 134(3)(q) and Section 197(12) of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in "Annexure-V" and forms part of this Report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. Company has a well formulated Policy on Prevention & Redressal of Sexual Harassment and has formed Internal Complaints Committee for prevention and prohibition of sexual harassment and redressal against complaints of sexual harassment of working women at workplace as per Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 read with Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Rules, 2013.The Company has complied with provisions relating to the constitution of internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2018-19, no such complaints were received across the organization.

PREVENTION OF INSIDER TRADING ("PIT"): 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 Companys 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.

During the year, the Company has adopted revised Code of Conduct under Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 in the Board meeting held on 29th March, 2019. As per Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company has adopted New Policy for Determination of "Legitimate Purposes For Sharing UPSI", New Policy Of "Procedure For Enquiry In Case of Leak Of UPSI", Identification of UPSI and maintaining Its Confidentiality, Digital Database of Persons with whom UPSI is shared, Process for How and when people are Brought Inside On Sensitive Transactions, Intimation Of Duties And Responsibilities And The Liability to The Person(s) who has/have been brought inside on sensitive transaction(s), Internal Control System and Review of compliances of PIT Code and verification of Internal Control System.

The revised code has been effective from 1st April, 2019 and is available on the website of the Company at http://olvmpiaindustriesltd.com/img/investor-relations/policies/Code-of-Conduct-under-PIT-Regulations-2015.pdf

ACKNOWLEDGEMENTS: Your Directors wish to place on record their appreciation and gratitude to its esteem Shareholders, Bank and various other Government Departments, business associates and other stakeholders 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 of the Company throughout the year.

Place: Mumbai For and on behalf of the Board
Date: 29th May, 2019 Navin Pansari
Chairman & Managing Director