DIRECTORS' REPORT

TO THE MEMBERS OF

M/S OLYMPIA INDUSTRIES LIMITED

The Directors take pleasure in presenting the Twenty Seventh Annual Report together with the audited financial statements for the year ended March 31, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis Report as required to be given under the provisions of SEBI (LODR) Regulations, 2015 has been given in a separate statement which forms part of this Report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT

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 year, the Company has allotted 30,00,000 convertible warrants to promoters and non- promoters on preferential basis of Rs. 45/- each and each warrant will be converted at the option of the holder at any time within 18 months from the date of issue, into one fully paid up Equity share of Rs.10/- each. Out of these 30,00,000 convertible warrants allotted, one allottee has exercised his right for conversion of 4,00,000 warrants and the Company has allotted him 4,00,000 Equity Shares of the Company of Rs. 10/- fully paid up. Accordingly issued, subscribed and paid up equity share capital of the Company as on 31.03.2016 stands increased from Rs. 3,02,35,700 to Rs. 3,42,35,700. For balance 26,00,000 convertible warrants, the rights of conversion can be exercised on or before 02.08.2017.

DIVIDEND

In view of strengthening of financial position of the Company, the Directors have decided to plough back the profits into the business. Hence Directors do not recommend any dividend for the financial year ended under review.

NUMBER OF BOARD MEETINGS

The Board of directors met 9(nine) times in the year 2015-16. The dates are 30.05.2015, 23.07.2015, 14.08.2015, 28.08.2015, 04.11.2015, 14.11.2015, 03.02.2016, 13.02.2016 and 29.03.2016.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of section 152(6) of the Act and the Articles of Association of the Company, Ms. Anisha Parmar, Director is liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers herself for reappointment. The Board recommends her re-appointment.

During the year, Mr. Vijay Patel and Mr. Balkrishna Ukalikar Independent Directors, resigned due to their pre-occupation as they were not able to devote sufficient time for our company.

Mr. Naresh Waghchaude and Mr. Pravin Kumar Shishodiya were appointed as Additional Directors of the Company by the Board of Directors in its meeting held on July 23, 2015. The Shareholders in the 26^th Annual General Meeting of the Company held on September 30, 2015 passed necessary resolutions for their appointment as a Director in the category of Non- Executive & Independent Director.

During the year, Mr. Anurag Pansari, Managing Director stepped down from the Board of Directors of the Company with effect from July 25, 2015 to pursue his further studies.

During the year, on recommendation of Nomination & Remuneration Committee, the Board of Directors in its meeting held on July 23, 2015 has appointed Mr. Navin Pansari, existing director of the Company as Whole time Director for a term of one year with effect from July 23, 2015.The Shareholders in its 26^th Annual General Meeting held on September 30, 2015 passed necessary resolutions for his appointment as a Whole time Director. However after the completion of his tenure he has been appointed as Managing Director of the Company with effect from July 23, 2016 for a period of 3 years subject to the approval of Shareholders in the ensuing Annual General Meeting. Further details of his appointment are given in the Notice of the Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTOR

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 meet the criterion of Independence as mentioned in Section 149(6).

COMPOSITION OF AUDIT COMMITTEE

The constitution of the Audit Committee is 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 and CEO & Managing Director and their remuneration. This 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 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 which 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 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 Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2016, 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, 2016 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 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

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 28^th Annual General Meeting. As per the provisions of Section 139 of the Companies Act,2013 their appointment is required to be ratified in every Annual General Meeting and being eligible for appointment the Directors recommend their appointment for ratification in the ensuing Annual General Meeting of the Company. 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 ratification of 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.

Frauds Reported by Auditors:

The Auditors had not reported any fraud during the Financial Year under Report. 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 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 III”

Secretarial Audit Report:

A Remark was made by the Secretarial Auditor in their Report; explanation about the same is as under:

There was minor delay in submitting Annual Audited Financial results of the Company for the year ended 31^st March, 2015 to the Bombay Stock Exchange and publishing the same in the required newspapers.

We would like to clarify that due to some technical problem the results uploading with BSE was delayed and also due to absenteeism of staff and intervening Sunday minor delay occurred in publishing the Results in required Newspapers. However the company will take care of such issues and proper compliance will be made in time in future.

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

(Amount in Rs.)

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 were no such order passed by the regulators or courts or Tribunals impacting the going concern status and the company's operations in future.

INTERNAL CONTROLS SYSTEM & THEIR 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 Company's operations, safe keeping of its assets, optimal utilization of resources, 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 company's operations.

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 Financial Year under Report.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

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 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.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, 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 2015-2016 to BSE where the Company's Shares are listed.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Corporate Governance is not applicable to the Company pursuant to the provisions of Listing Agreement up to 30-11-2015 and Regulation 27(2) of SEBI (LODR) Regulation, 2015 w.e.f. 01.12.2015.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on November 14, 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.

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 Companies Act, 2013 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

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 had 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 during the year - N.A.

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.

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 of the Company throughout the year.

For and on behalf of the Board

Place : Mumbai

Date : 13.08.2016

Navin Pansari

[Chairman & Managing Director]