Olympic Oil Industries Ltd Directors Report.

FOR THE FINANCIAL YEAR ENDED MARCH 31,2019

To

The Members,

Your Directors have pleasure in presenting the Thirty Ninth Directors Report along with the Audited Financial Statements for the year ended 31st March, 2019.

1. FINANCIAL HIGHLIGHTS

The Financial Performance of your Company for the year ended 31st March, 2019 is summerized below:

(Figures in Rs.)

Particulars 2018-19 2017-18
Income
Revenue from Operations 17,23,08,962 12,336,973,667
Other Income 13,15,280 12,303,411
Total Income 17,36,24,242 12,349,277,078
Less: Expenses
Operating, Depreciation and Other Expenses 66,07,72,621 12,313,896,849
Salaries and Benefits 75,78,588 7,447,463
Extra Ordinary Items - -
Total Expenses 66,83,51,209 12,321,344,312
Profit/(Loss) before Tax and Appropriations (49,47,26,967) 27,932,766
Less: Tax Expenses
Provision for Deferred Tax 39,561 684,409
Provision for Income Tax - 9,500,000
Excess Provision of Income Tax for last year 22,85,475 (1,260,375)
Total Tax Expenses 23,25,036 8,924,034
Profit / (Loss) after Tax (49,70,52,003) 19,008,732
Other Comprehensive Income
A Items that will not be reclassified to Profit & Loss (5,58,810) 73,041
B) Items that will be reclassified to Profit & Loss - -
Total Comprehensive Income for the year (5,58,810) 73,041
Profit carried to the Balance Sheet (49,76,10,813) 19,081,773

2. STATE OF COMPANYS AFFAIRS

• During the year your Company registered turnover of Rs. 1,723 Lakhs as against turnover of Rs. 1,23,370 Lakhs in the previous year indicated reduction in growth.

• Sale of Paper has been decreased by 63.76% i.e from Rs. 4,064.23 lakhs in Financial Year 2017-18 to Rs. 1,472.49 lakhs in Financial Year 2018-19.

• The EBITDA (before exceptional items) booked loss of Rs. 41,93,62,164 /- in year 2018-19.

• The Company has booked loss of Rs. 49,76,10,813/- in financial year 2018-19.

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 is 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 31st March, 2019, 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. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 the extract of Annual Return for the financial year ended 31st March, 2019 in Form MGT-9 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/ and is also appended as ANNEXURE I to this Report.

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 31,2019, 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 31,2019 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 31,2019, 92.84% of the Equity Shares of your Company were held in dematerialized form.

9. DETAILS OF THE MEETINGS OF BOARD AND ITS COMMITTEES

a. Board of Directors

During the financial year, the Board of Directors met 5 (Five) times during the financial year ended 31st March, 2019. The details of the meetings of the Board of Directors of the Company convened during the financial year ended 31st March, 2019 are given in the Corporate Governance Report which forms part of this Director Report. The maximum time gap between two Board Meetings did not exceeds one hundred and twenty days.

b. Audit Committee

During the financial year, members of the Audit Committee met 5 (Five) times during the financial year ended 31st March, 2019. The details of the meetings convened during the financial year ended 31st March, 2019 are given in the Corporate Governance Report which forms part of this Director Report. The maximum time gap between two meetings did not exceed one hundred and twenty days.

c. Nomination, Remuneration and Compensation Committee

During the financial year, the members of the Nomination Remuneration and Compensation Committee met 3 (Three) times The details of the meetings convened during the financial year ended 31st March, 2019 are given in the Corporate Governance Report which forms part of this Director Report.

d. Corporate Social Responsibility Committee

During the financial year, members of the Corporate Social Responsibility Committee met 2 (Two) times. The details of the meetings convened during the financial year ended 31st March, 2019 are given in the Corporate Governance Report which forms part of this Director Report.

e. Stakeholders Relationship Committee

During the financial year, members of the Stakeholders Relationship Committee met 5 (Five) times. The details of the meetings convened during the financial year ended 31st March, 2019 are given in the Corporate Governance Report which forms part of the Director Report.

10. COMPOSITION OF THE AUDIT COMMITTEE

During the financial year, the composition of the Audit Committee was in alignment with the provisions of Section 177 of Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee comprises namely Mr. Gopal Saxena (Chairman), Mr. Arvind Srivastava and Mr. Nipun Verma. All members of the Audit Committee are financially literate and have experience in financial management. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

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 II 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 31st March, 2019 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 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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.

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 31st March, 2019 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 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 financial year the Company has received Rs. 1,40,135 USD for export realizations and advances and has spent foreign exchange Rs. 6,49,81,130 USD towards purchases.

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

Your Companys CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2019, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure III to this report.

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 and the Corporate Governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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. In a separate meeting of Independent Directors, performance of Non Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

19. CHANGE IN THE NATURE OF BUSINESS

During the financial year 2018-19, 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), Non-executive Director of the Company, retires at the ensuing annual general meeting and being eligible for re-appointment, offers herself for re-appointment.

• The Board of Directors on the recommendation of Nomination, Remuneration and Compensation Committee at its meeting held on August 14, 2019 re-appointed Mr. Arvind Srivastava (DIN: 01957831) & Mr. Gopal Saxena (DIN: 06656177) as a Non-Executive Independent Directors for second term commencing from September 22, 2019 to September 21, 2024 subject to the approval of Members at the ensuing Thirty Ninth (39th) AGM.

• Mr. Sharad Bhartia (DIN: 01719932) resigned from the post of Whole time Director of the Company w.e.f. December 18, 2018. The Board places on record its appreciation for the valuable services and guidance given by him during his tenure as the Whole Time Director of the Company.

• Mr. Mahesh Kuwalekar, Company Secretary and Compliance Officer of the Company resigned from the services of the Company with effect from May 28, 2019.

21. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors 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 Directors, 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 31st March, 2019.

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

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

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 & Paliwal, Chartered Accountants, Statutory Auditors, were appointed as Statutory Auditors of the Company at Annual general Meeting held on September 28, 2017 till the conclusion of Annual general Meeting to be held for the financial year 2021-22.

There are no qualifications, reservations or adverse remarks or disclaimers mentioned in Audit Report made by M/s. Bhatter & Paliwal, 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 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. 32A regarding net worth of the company has been fully eroded due to lower volume and finance cost, further the Company has defaulted in repayment of principal and interest payable to Banker 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.

Management Reply: Credit facilities from Indian Overseas Bank, Kanpur and Oriental Bank of Commerce, New Delhi have become Non Performance accounts (NPA) during the year and forensic audit has been carried for the working of the company and replies were sent by company to both Banks. As the Report contents were found unsatisfactory, company referred the matter to a law firm, who on the basis of another full audit by another reputed firm of CAs, have formed a different opinion and Management is therefore contemplating contesting the same in Courts.

Net worth of the company has been fully eroded due to lower volumes and finance cost. The management is hopeful to meet the Companys financial obligations and continuing business operations and therefore accounts are prepared on going concern basis.

29. 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 31st March, 2019 is appended as ANNEXURE IV 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) In terms of Regulation 33 (3) (a) of Securities and Exchange Board of India (Listing obligations and Disclosures Requirements) Regulations, 2015, the Financial Results for the quarter ended 30th September, 2018 was delayed filed after 77 days from the end of the quarter i.e. on 17th December, 2018.

Management Reply: With respect to the observation of the Secretarial Auditor in their report, members are informed that Financial Results for the quarter ended 30th September, 2018 was delayed as it was approved in Board meeting held on 17th December, 2018.

b) in terms of 17 (1) (b) of Securities and Exchange Board of India (Listing obligations and Disclosures Requirements) Regulations, 2015 the composition of the Board was not as per the regulation 17 during the quarter ended on June, 2018 and September, 2018 respectively.

Management Reply: With respect to the observation of the Secretarial Auditor in their report, members are informed that the Company has complied with the same on December 18, 2018

c) in terms of 19 (1), (a) of Securities and Exchange Board of India (Listing obligations and Disclosures Requirements) Regulations, 2015 the composition of the Committee is not as per the regulation 19 during the quarter ended on June, 2018 and September, 2018 respectively.

Management Reply: With respect to the observation of the Secretarial Auditor in their report, members are informed that company has complied with the same by inducting Mrs. Poonam Singh as member of the committee on 14th November, 2018.

d) in terms of Regulation 19 (2) of Securities and Exchange Board of India (Listing obligations and Disclosures Requirements) Regulations, 2015 the Nomination, Remuneration and Compensation Committee does not have the regular chairperson during the quarter ended on June, 2018 and September, 2018 respectively.

Management Reply: With respect to the observation of the Secretarial Auditor in their report, members are informed that company has complied with the same by appointing Mr. Gopal Saxena, Chairman of the committee on 14th November, 2018.

e) The company has spend part of the CSR contribution, however part amount has remain unspent with the company for the Financial year ended 2018-19.

Management Reply: With respect to the observation of the Secretarial Auditor in their report, members are informed that The Company has unspent remaining amount of the CSR in the financial year as the time was taken to identify the appropriate project wherein the Company can spend in accordance with the CSR Policy of the Company.

f) The company has recorded negative EPS of Rs. (174.36) and suffered a loss of Rs. 49.76 Crore in comparison to that of the p.y. due to writing off of certain advances recoverable in cash by the company.

Management Reply: With Respect to observation of negative EPS of Rs. (174.36) and suffered a loss of Rs. 49.76 Crore is self explanatory.

30. 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.

31. 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.

32. 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 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 2018-2019, 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.

33. 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

34. REPORT ON CORPORATE GOVERNANCE

As required under schedule V(c) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, a detailed report on Corporate Governance is appended as ANNEXURE V to this Report.

The certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the report on Corporate Governance.

35. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the financial year ended 31st March, 2019, as stipulated under Regulation 34(2) of SEBI Listing Obligation and Disclosure Requirements) Regulation, 2015, is appended as ANNEXURE VI to this report.

36. 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 VII 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.

37. 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.

For and on behalf of the Board

Place: Mumbai

Date: 14th August, 2019

Nipun Verma

Chairman & Whole-time Director

DIN : 02923423