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Directors Report of Odyssey Corporation Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their Twentieth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial summary of the Company ( Standalone)

I PARTICULARS [Year ended Year ended March 31, 2015 March 31, 2014 Rs(In 000) Rs(In 000)

Income 34,15,56 45822

Less: Expenditure 330885 47089

Profit/(Loss) before depreciation and taxes 1067 1267

Less: Depreciation 1365 805

Net Profit/(Loss) before tax 9307 (462)

Less: Provision or Tax 15,93 - Less: Provision for Deferred Tax (283) (9365)

Less: Provision for prior Period 6 -

Less: Provision or MAT Credit available (1547) -

Net Profit/(Loss) after Tax 9538 (8971)

Add: Balance b/f 68373 77344

Less: Income Tax of earlier years

Add: Excess Provision of tax (earlier Years)

Add: Prior Period adjustment

Profit available for Appropriation 58835 68373

Less : Proposed Dividend NIL NIL

Balance carried to balances heat 58835 68373

1 .Operations

The Indian Economy has been passing through a stagnant phase for the last two years which has affected industry and Finance companies/ Banks tremendously. The outlook on India in the last couple of years had become bearish with infrastructure projects (which are the backbone of any economy) languishing due to no clear policy of the then Government.

Many industries/projects shut down or did not take off from the drawing board. All these factors led to the finance sector including Banks coming under tremendous pressure from collection of loans from Industry.

NPA's of all major finance companies/Banks have increased to a great extent. There was intention by the entities who have taken loans to repay but the stagnant economy and drying up of new projects, which led to vast overcapacities across sectors, had forced them to defer payments with consultations with the lenders.

With a new Government having been formed in at the Central level there is a wave of optimism in industrial and financial sectors and with decisions being taken for clearances of projects of over 21000 crores by the Government, there is full hope of high growth for the economy which would result in the financial sector gaining back its robust health.

Your Company is in the policy of giving short term loans. Moreover the loans are given based on scrutiny of paying capacity and risk involved.

Though the Company is fully confident of recoveries in these accounts. However as a prudent business practice and as per the rules prescribed by RBI the company has made provisioning in such accounts. This has resulted in net loss during the financial year.

1. Financial Highlights

Consolidated Revenues :

The total consolidated income of the Company for the FY 2014-15 comprises operating revenues of Rs. Rs 27,62,42,297 ,and other income of Rs 6,44,03,719 as compared to previous fiscal operating revenues of Rs 57,43,142 and other income of Rs. 3,77,15,568 .

Standalone Revenues:

During the fiscal 2015, the gross operational income of the Company stood at 2762.,42lacs as compared to previous fiscal of Rs. 1155.26 Lacs

Consolidated Profits / (Loss):

Loss stood at -43,10,058 Lacs before tax and loss after Tax stood at -40,79,084 as compared to previous fiscal Profit before Tax (PBT) stood at 65,92,317 and Profit after Tax (PAT) stood at 28,40,853 .

Standalone Profits / (Loss) :

Profit stood as Rs 9306903 before tax and profit after tax stood at Rs. 9537878 for the fiscal 2015 as compared to the previous year loss before tax Rs. 462295 and after tax Rs. 8970874.

2. Change in the nature of business, if any No change of business occur during the year under review.

3. Dividend

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

4.RESERVES The amounts ,if any, which the Board proposes to carry to any reserves is to be given.

5. Share Capital

ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The company under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 [Chapter IV] does not issued shares with differential rights during the year under review.

ISSUE OF SWEAT EQUITY SHARE

The company under the provision Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity share during the year under review

BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

BONUS SHARES

No Bonus Shares were issued during the year under review.

6. Directors and Key Managerial Personnel

Mr. Hiten R. Mehta, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year, Mr. Paresh Mahajan has resigned as Director of the Company w.e.f. 14th February, 2015 respectively.

Ms. Pooja H. Mehta has been appointed as Whole Time Director and Chief Financial Officer, with effect from 30th March 2015 .

Ms. Nishu Goyal Company Secretary and Compliance officer has resigned with effect from 5th June 2015, respectively

7. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Eight Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. Board 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 Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out is explained in Corporate Governance Report.

9. Declaration by an Independent Director(s) and re- appointment, if any A declaration by an Independent Directors) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

10. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report.

11. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as

Annexure II

[Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement] Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

12. Auditors:

M/s. CLB & ASSOCIATES, Chartered Accountants, hold office until the conclusion of ensuing annual General Meeting and being eligible offer themselves for re- appointment as Auditors of the Company.

The Company has received letter from M/s. CLB & ASSOCIATES., Chartered Accountants to the effect that ,their appointment ,if made would be in the prescribed limit under 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re appointment.

The Notes in the Financial statement referred to in the Auditor's report are self explanatory and do not call for any further comments

13. Auditors' Report and Secretarial Auditor's Report

The Auditors' Report Notes to Accounts and Auditors remarks in their report are self-explanatory.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to non filing of some forms which were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied to the fullest extent.

14. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

15. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s Rinki Goyal & Associates Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report.

16. Internal Audit & Controls

The Company has in house Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

17. Issue of employee stock options

The Board of directors, shall, inter alia, disclose in the Directors' Report for the year, the details as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

Particulars

Approval

Options vested Not Applicable

Options exercised

Total number of shares arising out of exercise of options

Options forfeited/lapsed/cancelled

Variations of terms of options

Money realized by exercise of options

Total number of options in force

Particulars personnel

(b) Any other employee who received a grant in any one year of options amounting NOT APPLICABLE

to 5% or more of the options granted during the year (includes employees and group company employees)

(c) Identified employee s who are granted options, during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

18. Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.odysseycorp.in under investors/policy documents/Vigil Mechanism Policy link.

19. Risk management policy:

Pursuant to Section 134(3)(n) of the Companies Act 2013 & Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee.

The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

20. Extract Of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE - I

21. Material changes and commitments, if any, 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

No Such Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates.

22. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future No significant and material order have been passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future. The company is doing reasonable growth and development

23. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The company has adequate internal control systems in place. With a view to monitor the Company's performance as well as to make sure that internal checks and controls are operating properly the Company has appointed external firms of Chartered Accountant as Internal auditor.

The audit committee ensures that the internal control systems are adequate and working effectively.

a. accepted during the year; NIL

b. remained unpaid or unclaimed as at the end of the year; NIL

c. whether there has been any default in repayment of deposits or payment of interest NIL thereon during the year and if so, number of such cases and the total amount involved

(i) at the beginning of the year; NIL

(ii) maximum during the year;

(iii) at the end of the year;

The details of deposits which are not in compliance with the requirements of Chapter V of the Act;

26. Particulars of loans, guarantees or investments under section 186 Particulars of loans given, Investment made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note No. 9 of the financial statement).

27. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section

(1) of section 188 of the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year ended March 31,2015 are given below. Suitable disclosures as required under AS 18 have been made in the Financial Statement.

a) Interest Free Loan taken from Alacrity Securities Limited: INR 254250500

b) Interest free loan given to Body Corporate.

c) Remuneration of Key managerial Personnel: NIL to Note No. 24B(vi) to the Financial Statement which sets out related party disclosure.

28. Statutory Disclosures

In terms of the provisions of Section 197 of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request .However as per the provisions of Section 136 of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any, member interested in obtaining the information on employee's particulars, which is available for inspection by the members at the registered office of the Company during Business hours on working days of the Company up to the date of ensuing Annual General Meeting, may write to the Company at the registered office of the Company in advance.

29. Conservation of energy, technology absorption and foreign exchange earnings and outgo are as follows:

a) Conservation of energy

(i) the steps take no meon on vononergy NOT APPLICABLE sources of energy

(iii) the capital investment on energy conservation equipment's

(b) Technology absorption

(i) the efforts made towards technology absorption

(ii) the benefits derived like product improvement, cost reduction, product dev elopement or impotent substitution

(iii) inc as of imported technology( imported during the last three years reckoned from the beginning of the financial year)NOT APPLICABLE

(b)the year of import;

(c) whether the technology been fully absorbed

(d)if not fully absorbed, areas where absorption as

not taken place, and the reasons thereof (iv) the expenditure incurred on Research and Development

(c) Foreign exchange earnings and Outgo

a) Conservation of energy

(i) the steps take nor impact once observation of energy1

(ii) the steps taken by the company for utilizing alternate NOT APPLICABLE sources of energy

(iii) the capital investment on energy conservation equipment's

(b) Technology absorption

(i) the efforts made towards technology absorption

(ii) the benefits derived like product improvement, cost reduction, product dev elopement or import substitution

(iii) ince as of imported technology( imported during the last three years reckoned from the beginning oft he

(a)the details of technology imported NOTA PPLICABLE

(b)the year of import;

(c)whether the technology been fully absorbed

(d)i f not fully absorbed, areas where absorption as

not taken lace, and the reasons thereof

(iv) the expenditure incurred on Research and Development

1. Corporate Social Responsibility (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall not be applicable to the Company.

2. 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 ongoing 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.

3. Corporate Governance:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on corporate governance practices followed by the Company together with the certificate from the Company's Statutory Auditors confirming compliance forms part of this report as "Annexure.

4. Insider Trading Regulations:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved and adopted 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 designated employees while in possession of unpublished price sensitive information during the period of Trading Window Closure. The Board is responsible for implementation of the Code.

All Board of Directors and designated employees have confirmed compliance with the Code.

The Board has appointed Jai Prakash Jindal, Compliance officer under the code.

5. Directors' Responsibility Statement:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 the financial year and of the profit and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. Transfer of Amounts to Investor Education and Protection Fund :

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

7. Corporate Governance and Management Discussion And Analysis:

ended 31st March, 2015 Lose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

Place: Mumbai

Date: 14/08/2015 Sd/- Sd/- Whole Time director& CFO DIRECTOR Pooja H Mehta Hitten R. Mehta


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 19th Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31, 2014

STANDALONE FINANCIAL RESULTS

PARTICULARS Year ended Year ended March 31, March 31, 2014 2013 Rs (In '000) Rs (In '000)

Income 43234 45368

Less: Expenditure 42893 53968

Profit/(Loss) before depreciation and taxes 342 (8600)

Less: Depreciation 805 830

Net Profit/(Loss) before tax (462) (9430)

Less: Provision for Tax - 703

Less: Provision for Deferred Tax (9365) (463)

Less: Provision for Fringe Benefit Tax - -

Less: Provision for MAT Credit available - -

Net Profit/(Loss) after tax (8971) (9670)

Add: Balance b/f 77344 87014

Less: Income Tax of earlier years

Add: Excess Provision of tax (earlier Years)

Add : Prior Period adjustment

Profit available for Appropriation 67585 77344

Less : Proposed Dividend NIL NIL

Balance carried to balance sheet 67585 77344

OPERATIONS

During the year under report, the Company has net Profit of Rs.8970874 /- (Rupees Eighty Nine Lacs fifty Eight Thousand five hundred seventy five only) .

MANAGMNRT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis for the year 2013-14 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate sections forming part of the Annual Report.

A Certificate from Statutory Auditors of the company, M/s. CLB & Associates confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has adequate internal control systems in place. With a view to monitor the Company's performance as well as to make sure that internal checks and controls are operating properly, the Company has appointed external firms of Chartered Accountant as Internal auditor. The audit committee ensures that the internal control systems are adequate and working effectively.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the companies Act, 1956 the Directors confirm that:

(i) in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) They have selected the 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 the financial year under review and for the profit or loss of the Company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the Annual Accounts on a going concern basis.

DIVIDEND

Due to not having a sufficient distributable profit for the current year the Board of Directors of the Company has not recommended any dividend on the equity share of the Company

FIXED DEPOSIT

The Company has not accepted / renewed any Fixed Deposits from Shareholders, Directors and public during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the articles of association Mr. Hiten R Mehta would retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, offers himself for re-appointment.

SUBSIDIARY COMPANIES:

The Company has the following subsidiary companies

1. Odyssey Infrabuild Private Limited.

2. Odyssey Global Private Limited.

3. Odyssey Media and Entertainment Private Limited.

4. Odyssey Group PTE. Limited.

As per Section 212 of the Companies Act, 1956.The Company is required to attach the Director's Report, Balance Sheet, and Profit and Loss Account of subsidiaries. In accordance with the general circular No. 2/2011 dated 08th February, 2011, has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statement in the Annual Report. Accordingly, the Balance Sheet, Profit and Loss and other documents of the subsidiaries are not being attached with the Balance Sheet of the Company. The company will make available the Annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. These documents will also be kept open for inspection during the business hours at the Registered Office of the Company. The Consolidated Financial Statements presented by the company include the financial results of its subsidiary companies.

AUDITORS

M/s. CLB & ASSOCIATES, Chartered Accountants, hold office until the conclusion of ensuing annual General Meeting and being eligible offer themselves for re-appointment as Auditors of the Company.

The Company has received letter from M/s. CLB & ASSOCIATES., Chartered Accountants to the effect that ,their appointment ,if made would be in the prescribed limit under 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re appointment.

The Notes in the Financial statement referred to in the Auditor's report are self explanatory and do not call for any further comments

COST AUDITOR

The central Government had not directed an audit of cost accountants maintained by the company in respect of all its products.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & RISK ANALYSIS REPORT

As required by clause 49 of the listing agreement entered into with the Stock Exchange, a detailed report on the Corporate Governance and Management Discussion & Risk Analysis Report is attached to this report. Auditor's certificate regarding compliance of the conditions of the Corporate Governance stipulated under the said clause is also attached to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of sub-section (1) of section 217 of the Companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

PARTICULARS OF EMPLOYEES

The Provisions of section 217(2A) of the Companies Act,1956 read with the companies (Particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed as amended till date.

LISTING

The equity shares of the company are at present listed with the Bombay Stock Exchange Limited. The Company is regular in payment of listing fee.

CASH FLOW STATEMENT

In conformity with the provisions of clause 32 of the Listing Agreement and requirement of Companies Act, 1956 the cash flow statement for the year ended 31.03.2014 is annexed here to.

ACKNOWLEDGMENT

The Board of Directors expressed deep gratitude for the assistance, co-operation and support extended to your company by the bankers of the company, customers as well as the investing community and look forward to their continued support.

By Order of the Board For Odyssey Corporation Limited Sd/- Sd/- Director Director Hiten R Mehta Jaiprakash Jindal

Place: Mumbai Date: 14th August, 2014


Mar 31, 2013

To The Members of ODYSSEY CORPORATION LIMITED

The Directors have pleasure in presenting the 18th Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31, 2013

STANDALONE FINANCIAL RESULTS

PARTICULARS Year ended Year Ended March 31, 2013 March, 31, 2012 Rs (In ''000) Rs (In ''000)

Income 45368 240190

Less: Expenditure 53968 238769

Profit/(Loss) before depreciation and taxes (8600) 1421

Less: Depreciation 830 732

Net Profit/(Loss) before tax (9430) 689

Less: Provision for Tax 703 0.00

Less: Provision for Deferred Tax (463) 1012

Less: Provision for Fringe Benefit Tax - -

Less L Provision for MAT Credit Available - (313)

Net Profit/(Loss) after tax (9670) (10)

Add: Balance b/f 87014 87024

Less: Income Tax of earlier years - -

Add: Excess Provision of tax (earlier Years) - -

Profit available for Appropriation- 77344 87014

Less : Proposed Dividend NIL Nil

Balance carried to balance sheet 77344 87014

OPERATIONS

During the year under report, the Company has net Loss of Rs.96,69,716 /- (Rupees Ninety Six Lacs sixty Nine Thousand Seven hundred Sixteen only) as against Loss of(Rs.10000 /-) (Rupees Ten Thousand Only)in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company is engaged into the activities such as Corporate Finance & Advisory Services and trading in shares, Investments, etc. The Company is taking number of initiatives to consolidate and improve margins and return on capital which will in turn enhance the shareholders value. The current year was a better year for the Company. Due to uncertain finance market, the Company is taking a cautious view and will adopt its investment policies accordingly.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has adequate internal control systems in place. With a view to monitor the Company''s performance as well as to make sure that internal checks and controls are operating properly, the Company has appointed external firms of Chartered Accountant as Internal auditor. The audit committee ensures that the internal control systems are adequate and working effectively.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the companies Act, 1956 the Directors confirm that:

(i) in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) They have selected the 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 the financial year under review and for the profit or loss of the Company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the Annual Accounts on a going concern basis.

DIVIDEND

Due to not having a sufficient distributable profit for the current year the Board of Directors of the Company has not recommended any dividend on the equity share of the Company

FIXED DEPOSIT

The Company has not accepted / renewed any Fixed Deposits from Shareholders, Directors and public during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the articles of association Mr. Paresh Mahajan would retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, offers himself for re-appointment.

Your company has appointed Mr. Sameer Reela as an additional director of the company on 25th June, 2013.

SUBSIDIARY COMPANIES:

The Company has the following subsidiary companies

1. Odyssey Infrabuild Private Limited.

2. Odyssey Global Private Limited.

3. Odyssey Media and Entertainment Private Limited.

4. Odyssey Group PTE. Limited.

As per Section 212 of the Companies Act, 1956.The Company is required to attach the Director''s Report, Balance Sheet, and Profit and Loss Account of subsidiaries. In accordance with the general circular No. 2/2011 dated 08th February, 2011, has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statement in the Annual Report. Accordingly, the Balance Sheet, Profit and Loss and other documents of the subsidiaries are not being attached with the Balance Sheet of the Company. The company will make available the Annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. These documents will also be kept open for inspection during the business hours at the Registered Office of the Company. The Consolidated Financial Statements presented by the company include the financial results of its subsidiary companies.

AUDITORS

M/s. CLB & ASSOCIATES, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as Auditors of the Company. The Company has received declaration under 224(1B) of the Companies Act, 1956 from the Auditors of the Company.

COST AUDITOR

The central Government had not directed an audit of cost accountants maintained by the company in respect of all its products.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & RISK ANALYSIS REPORT

As required by clause 49 of the listing agreement entered into with the Stock Exchange, a detailed report on the Corporate Governance and Management Discussion & Risk Analysis Report is attached to this report. Auditor''s certificate regarding compliance of the conditions of the Corporate Governance stipulated under the said clause is also attached to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of sub- section (1) of section 217 of the Companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

PARTICULARS OF EMPLOYEES

The Provisions of section 217(2A) of the Companies Act,1956 read with the companies (Particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed as amended till date.

LISTING

The equity shares of the company are at present listed with the Bombay Stock Exchange Limited. The Company is regular in payment of listing fee.

CASH FLOW STATEMENT

In conformity with the provisions of clause 32 of the Listing Agreement and requirement of Companies Act, 1956 the cash flow statement for the year ended 31.03.2013 is annexed here to.

ACKNOWLEDGMENT

The Board of Directors expressed deep gratitude for the assistance, co-operation and support extended to your company by the bankers of the company, customers as well as the investing community and look forward to their continued support.

By Order of the Board

For Odyssey Corporation Limited

Sd/- Sd/-

Director Director

Hiten R Mehta Paresh Mahajan

Place: Mumbai

Date: 5th September, 2013


Mar 31, 2011

The Members,

ODYSSEY CORPORATION LIMITED

The Directors have pleasure in presenting the 16th Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2011

FINANCIAL RESULTS

Rs.

Particulars Year ended 31st March, 2011 Year ended 31st March, 2010

Income 50,608 42,529

Less: Expenditure 44,673 13,559

Profit/(Loss) before depreciation and taxes 51,046 28,970

Less: Depreciation 401 337

Net Profit/(Loss) before tax 58,947 28,633

Less: Provision for Tax 1,250 4,900

Less: Provision for Deferred Tax 2,619 3,935

Less: Provision for Fringe Benefit Tax - -

Less: Provision for MAT Credit available (7,219) (4,759)

Net Profit/(Loss) after tax 51,046 24,557

Add: Balance b/f 47,812 23,276

Less: Income Tax of earlier years - -

Add: Excess Provision of tax (earlier Years) (38) (20)

Add : Prior Period adjustment - -

Profit available for Appropriation 98,470 47,813

Less : Proposed Dividend 9,093 -

Balance carried to balance sheet 89,376 47,813

During the year under report, the Company has net profit of Rs. 5,10,46,637/- (Rupees Five Crore Ten Lacs Forty six Thousand six Hundred Thirty Seven only) as against (Rs. 2,45,57,121/-) (Rupees Two Crore Forty Five lacs Fifty Seven Thousand One Hundred Twenty one only) in the previous year.

DIVIDEND

The Board of Directors of the Company have recommended a 5% dividend for each equity share, if approved by the shareholders at the ensuing Annual General Meeting. It will be paid to all shareholders whose names appear on the Register of Members as on 23rd September, 2011 and whose names appear as beneficial owners as per beneficiary list furnished for the purpose by NSDL and CDSL.

PERFORMANCE REVIEW & FUTURE PROSPECTS

The Company is engaged into the activities such as Corporate Finance & Advisory Services and trading in shares, Investments, etc. The Company is taking number of initiatives to consolidate and improve margins and return on capital which will in turn enhance the shareholders value. The current year was a better year for the Company. Due to uncertain finance market, the Company is taking a cautious view and will adopt its investment policies accordingly.

AMENDMENT IN OBJECT CLAUSE OF THE COMPANY, INCREASE IN AUTHORISED CAPITAL AND ISSUE OF ADR AND GDR OF THE COMPANY

During the year the shareholders of the Company has approved amendment in Object Clause of the Company and Increase in Authorised Capital of the Company from Rs. 20 Crores to Rs. 30 Crores and also approved the Issue of ADR/GDR by passing a special resolution through postal ballot.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the companies Act, 1956 the Directors confirm that:

(i) in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) They have selected the 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 the financial year under review and for the profit or loss of the Company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the Annual Accounts on a going concern basis.

FIXED DEPOSIT

The Company has not accepted/renewed any Fixed Deposits from Shareholders, Directors and public during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Paresh Bhupendra Mahajan who retires by rotation at the ensuing Annual General Meeting and is eligible for re- appointment, offers himself for re-appointment.

SUBSIDIARY COMPANIES:

During the year there is no Subsidiary as per provisions of Listing Agreement of the Stock Exchange of Odyssey Corporation Limited. However after the year ended 31st March, 2011 the Company has made the investments in the following subsidiary 1. Odyssey Infrabuild Private Limited, incorporated in Mumbai on 10th June, 2011, Odyssey Media and Entertainment Private Limited, incorporated in Mumbai on 9th June, 2011, Odyssey Global Private Limited, incorporated in Mumbai on 13th June,2011.

CONVERSION OF WARRANTS

During the financial year ended 31st March, 2011 the Company has allotted 218,500 Equity Shares on 5th March, 2011 and 10,76,600 Equity Shares on 28th March, 2011 of Rs. 10/- each at a premium of Rs. 28/- each on conversion of Warrants. During the current financial year the Company has further allotted 15,10,000 Equity Shares on conversion of warrants respectively.

AUDITORS

M/s. SANDEEP SHETH & ASSOCIATES, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible for re-appointment as Auditors of the Company. The Company has received declaration under 224(1B) of the Companies Act, 1956 from the Auditors of the Company.

COMMENTS ON AUDITOR'S REPORT:

As regards Para 7 of the annexure to the Auditor's Report, the directors are looking after the day to day business of the Company and expenditure on formal internal audit system is not warranted. However the Company is in process of appointing a firm of chartered accountant as an internal auditor.

COST AUDITOR

The central Government had not directed the Company to maintain cost accounts in respect of any its products.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & RISK ANALYSIS REPORT

As required by clause 49 of the listing agreement entered into with the Stock Exchange, a detailed report on the Corporate Governance and Management Discussion & Risk Analysis Report is attached to this report. Auditor's certificate regarding compliance of the conditions of the Corporate Governance stipulated under the said clause is also attached to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of sub-section (1) of section 217 of the Companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

PARTICULARS OF EMPLOYEES

The Provisions of section 217(2A) of the Companies Act,1956 read with the companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed as amended till date.

LISTING

The equity shares of the Company are at present listed with the Bombay Stock Exchange Limited. The Company is regular in payment of listing fee.

CASH FLOW STATEMENT

In conformity with the provisions of clause 32 of the Listing Agreement and requirement of Companies Act, 1956 the cash flow statement for the year ended 31.03.2010 is annexed here to.

ACKNOWLEDGMENT

The Board of Directors expressed deep gratitude for the assistance, co-operation and support extended to your Company by the bankers of the Company, customers as well as the investing community and look forward to their continued support.

By Order of the Board

For Odyssey Corporation Limited

Sd/- Sd/-

Paresh Mahajan Hemanshu Mehta

Director Director

Place: Mumbai

Date: 7th September, 2011










Mar 31, 2010

The Directors have pleasure in presenting the 15th Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31, 2010

FINANCIAL RESULTS

PARTICULARS Year ended March Year ended March 31, 2010 31, 2009

Rs (In 000) Rs (In 000)

Income 42,529 4,665

Less: Expenditure 13,559 49,871

Profit/(Loss) before depreciation and taxes 28,970 (45,206)

Less: Depreciation 337 343

Net Profit/(Loss) before tax 28,633 (45,549)

Less: Provision for Tax 4,900

Less: Provision for Deferred Tax 3,935 (5,531)

Less: Provision for Fringe Benefit Tax -- 40

Less: Provision for MAT Credit available (4,759) --

Net Profit/(Loss) after tax 24,557 (40,058)

Add: Balance b/f 23,276 62,123

Less: Income Tax of earlier years

Add: Excess Provision of tax (earlier Years) (20) 414

Add : Prior Period adjustment -- 797

Profit available for Appropriation 47,813 23,276

Less : Proposed Dividend

Balance carried to balance sheet 47,813 23,276

OPERATIONS

During the year under report, the Company has net profit of Rs. 2,45,57,121 /- (Rupees Two Crore Forty Five Lacs Fifty Seven Thousand One Hundred Twenty One only) as against (Rs. 4,00,57,765 /-) (Rupees Four Crore Fifty Seven Thousand Seven Hundred Sixty Five only) in the previous year. Your directors are taking reasonable steps to increase the profit for the next year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company is engaged into the activities such as Corporate Finance & Advisory Services and trading in shares, Investments, etc. The Company is taking number of initiatives to consolidate and improve margins and return on capital which will in turn enhance the shareholders value. The current year was a better year for the Company. Due to uncertain finance market, the Company is taking a cautious view and will adopt its investment policies accordingly.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the companies Act, 1956 the Directors confirm that:

(i) in preparation of the Annua! Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) They have selected the 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 the financial year under review and for the profit or loss of the Company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the Annual Accounts on a going concern basis.

DIVIDEND

The Company has not declared any dividend during the year.

DEPOSITS

The Company has not accepted / renewed any Deposits from Shareholders, Directors and public during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Samar Vishwanath Singh would retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment, offers himself for re-appointment.

Your company has appointed Mr. Hemanshu Mehta as an additional director of the company on 15th October, 2009. Mr. Raj Narain Rawat was inducted as an Additional Director on the Board of the Company on 7th September 2010 and he was also appointed as Executive Director of the company for the period of 5 years with effect from 7th September, 2010.

Mr. Denis H Selarka resigned from the company with effect from 7th September, 2010

SHIFTING OF THE REGISTERED OFFICE OF THE COMPANY:

Your Company has shifted its Registered office from A-2, Haridarshan, near SVP Primary School, Bhogilal Fadiya Road, Kandivali (W), Mumbai - 400067 to Shop No. 3, Hemu Castle, Dadabhai Road, Vileparle (W), Mumbai - 400056 with effective from 1st June 2010 for the more operational convenience of the company.

INCREASE OF AUTHORISED CAPITAL:

Your Company has already intimated you regarding the increase in Authorized capital of the Company from Rs. 5 Crores to 20 Crores and accordingly your approval has also taken in the general meeting held on 27th February, 2010 by passing the special resolution and got the approval for the above from Registrar of Companies.

PREFERENTIAL ISSUE:

Your Company has issued the 1,47,00,000 warrants under preferential allotment which were converted into equity and out of the above 1,18,92,000 warrants were converted into equity on 16th March 2010 and your company paid up capital has increased to 16,89,2000 Equity shares of Rs. 10/- each

AUDITORS

M/s. Sandeep Sheth & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible for re-appointment as Auditors of the Company. The Company has received declaration under 224(1 B) of the Companies Act, 1956 from the Auditors of the Company.

COMMENTS ON AUDITORS REPORT:

As regards Para 7 of the annexure to the Auditors Report, the directors are looking after the day to day business of the Company and expenditure on formal internal audit system is not warranted. However the company is in process of appointing a firm of chartered accountant as an internal auditor.

COST AUDITOR

The central Government had not directed an audit of cost accountants maintained by the company in respect of all its products.

CORPORATE GOVERNANCE

As required by clause 49 of the listing agreement entered into with the Stock Exchange, a detailed report on the Corporate Governance is attached to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of sub-section (1) of section 217 of the Companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

PARTICULARS OF EMPLOYEES

The Provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed as amended till date.

LISTING

The equity shares of the company are at present listed with the Bombay Stock Exchange Limited. The Company is regular in payment of listing fee.

CASH FLOW STATEMENT

In conformity with the provisions of clause 32 of the Listing Agreement and requirement of Companies Act, 1956 the cash flow statement for the year ended 31.03.2010 is annexed here to.

ACKNOWLEDGMENT

The Board of Directors expressed deep gratitude for the assistance, co-operation and support extended to your company by the bankers of the company, customers as well as the investing community and look forward to their continued support.

By Order of the Board

For Odyssey Corporation Limited

Sd/- Sd/- Paresh Mahajan Hemanshu Mehta Director Director

Place: Mumbai Date: 07.09.2010


Mar 31, 2009

The Directors have pleasure in presenting the 14th Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31, 2009.

FINANCIAL RESULTS

PARTICULARS Year ended Year ended March 31, March 31, 2009Rs (In 000) 2008Rs (In000)

Income 4,665 5,77,742

Less: Expenditure 49,871 5,72,515

Profit/ (Loss) before depreciation and taxes (45,206) 5,227

Less:Depreciation 343 462

Net Profit/(Loss) before tax (45,549) 4,765

Less: Provision for Tax - 550

Less: Provision for Deferred Tax (5,531) (8,712)

Less: Provision for Fringe Benefit Tax 40 65

Net Profit/(Loss) after tax (40,058) 12,862

Add: Balance b/f 62,123 49,261

Less: Income Tax of earlier years -- --

Add: Excess Provision of tax (earlier Years) 414 --

Add : Prior Period adjustment 797 --

Profit available for Appropriation 23,276 62,123

Less : Proposed Dividend -- --

Less : Dividend Tax -- --

Balance carried to balance sheet 23,276 62,123

OPERATIONS

During the year under report, the Company has net loss of (Rs. 4, 00, 57,764/-) (Rupees Four Crore Fifty Seven Thousand Seven Hundred Sixty Four only) as against (Rs. 1, 28, 61,722/-) (Rupees One Crore Twenty Eight Lakhs Sixty One Thousand Seven Hundred Twenty Two only) in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company is engaged into the activities such as Corporate Finance & Advisory Services and trading in shares, Investments, etc. The Company is taking number of initiatives to consolidate and improve margins and return on capital which will in turn enhance the shareholders value. The current year was a better year for the Company. Due to uncertain finance market, the Company is taking a cautious view and will adopt its investment policies accordingly.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the companies Act, 1956 the Directors confirm that:

(i) in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) They have selected the 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 the financial year under review and for the profit or loss of the Company for that period;

(iii)They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the Annual Accounts on a going concern basis.

DIVIDEND

The Company has not declared any dividend during the year due to loss.

FIXED DEPOSIT

The Company has not accepted / renewed any Fixed Deposits from Shareholders, Directors and public during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the articles of association Mr. Samar Vishwanath Singh would retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, offers himself for re-appointment.

AUDITORS

M/s. Sandeep Sheth & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible for re-appointment as Auditors of the Company. The Company has received declaration under 224{1B) of the Companies Act, 1956 from the Auditors of the Company.

COMMENTS ON AUDITORS REPORT:

As regards Para 7 of the annexure to the Auditors Report, the directors are looking after the day to day business of the Company and expenditure on formal internal audit system is not warranted. However the company is in process of appointing a firm of chartered accountant as an internal auditor.

COST AUDITOR

The central Government had not directed an audit of cost accountants maintained by the company in respect of all its products.

CORPORATE GOVERNANCE

As required by clause 49 of the listing agreement entered into with the Stock Exchange, a detailed report on the Corporate Governance is attached to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of sub- section (1) of section 217 of the Companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

PARTICULARS OF EMPLOYEES

The Provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed as amended till date.

LISTING

The equity shares of the company are at present listed with the Bombay Stock Exchange Limited. The Company is regular in payment of listing fee.

CASH FLOW STATEMENT

In conformity with the provisions of clause 32 of the Listing Agreement and requirement of Companies Act, 1956 the cash flow statement for the year ended 31.03.2009 is annexed here to.

ACKNOWLEDGMENT

The Board of Directors expressed deep gratitude for the assistance, co-operation and support extended to your company by the bankers of the company, customers as well as the investing community and look forward to their continued support.



By Order of the Board For Odyssey Corporation Limited Sd/- Paresh Mahajan Director Place:Mumbai Date:07.09.2009

 
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