Mar 31, 2016
To,
The Members,
The Directors have pleasure in presenting their Twenty one Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.
1. Financial summary of the Company (Standalone)
The Board''s Report shall be prepared based on the stand alone financial statements of the company.
PARTICULARS |
Year ended March 31, 2016 Rs (In ''000) |
Year ended March 31, 2015 Rs (In ''000) |
Income |
393160 |
34,15,56, |
Less: Expenditure |
376867 |
330885 |
Profit/(Loss) before depreciation and taxes |
16293 |
10671 |
Less: Depreciation |
385 |
1365 |
Net Profit/(Loss) before tax |
15908 |
9307 |
Less: Provision for Tax |
3250 |
1593 |
Less: Provision for Deferred Tax |
704 |
-284 |
Less: Provision for Prior Period |
187 |
- |
Less: Provision for MAT Credit available |
--3181 |
-1547 |
Net Profit/(Loss) after tax |
14948 |
9538 |
Add: Balance b/f |
95768 |
86230 |
Less: Income Tax of earlier years |
||
Add: Excess Provision of tax (earlier Years) |
||
Add : Prior Period adjustment |
||
Profit available for Appropriation |
110716 |
95768 |
Less : Proposed Dividend |
NIL |
NIL |
Balance carried to balance sheet |
110716 |
95768 |
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 which are fully backed by Assets/securities. 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 2015-16 comprises operating revenues of '' RS 30,33,34,287 ,and other income of Rs 8,79,93,832 .
Standalone Revenues:
During the fiscal 2016, the gross operational income of the Company stood at Rs 30,33,34,287 as compared to previous fiscal of Rs.27,62,42,297
Consolidated Profits / (Loss):
Profits stood at Rs 1,56,56,175 before tax and profit after Tax stood at Rs 1,46,95,669 as compared.
Standalone Profits / (Loss) :
Profit stood as Rs 1,59,07,933 before tax and profit after tax stood at Rs 1,49,47,426 for the fiscal 2016 as compared to the previous year profit before tax Rs 93,06,903 and after tax Rs95,37,878.
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. BONUSSHARES
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, Ms. Pooja Mehta has resigned from the post of Director and CFO of the Company w.e.f. 2nd November, 2015 respectively.
Ms Usha Abhade has been appointed as Chief Financial Officer, with effect from 1st December, 2015 .
Ms. Preeti Yadav has been appointed as Company Secretary and Compliance officer with effect from 1st December, 2015, respectively.
Mrs. Meeta H Mehta has been appointed as additional Director of the Company w.e. f. January 27,2016 and Whole Time Director w.e.f April 25,2016.
7. Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Seven 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 Director(s) 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. Auditorsâ Report and Secretarial Auditorâs Report
The Auditors'' Report, Notes to Accounts and Auditors re marks 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 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 Nishu Jain & Associates Practicing Company Secretary have been appointed as 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 granted |
Not Applicable |
Options vested |
|
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 |
Notes:
1.Details of options granted during the FY 2015 - 16 to:
Particulars |
||
(a) Directors and key managerial personnel |
||
(b)Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year (includes employees and group company employees) |
NOTAPPLICABLE |
|
(c)Identified employee who are granted options, during any one year equal to exceeding1% of the issued capital (excluding outstanding warrants and conversions)of the Company at the time of grant |
19. 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.
20. 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.
21. 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 .
22. 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 .
23. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs 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
24. 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.
25. Deposits
The details relating to deposits, covered under Chapter V of the Act,-__
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 there on during the year and if so, number of such cases and the total amount involved |
NIL |
(i) at the beginning of the year; |
NIL |
|
(ii) maximum during the year; |
||
(in) 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 31,2016 are given below. Suitable disclosures as required under AS 18 have been made in the Financial Statement.
a) Remuneration of Key Managerial Personnel: NIL
Your Directors draw attention of the members 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
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
a) Conservation of energy_
(i) |
the steps taken or impact on conservation of energy |
|
(ii) |
the steps taken by the company for utilizing alternate sources of energy |
NOT APPLICABLE |
(iii) |
the capital investment on energy conservation equipmentâs |
(i) |
the efforts made towards technology absorption |
|
(ii) |
the benefits derived like product improvement, cost reduction, product development or import substitution |
|
(iii) |
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- |
|
(a) the details of technology imported |
NOT APPLICABLE |
|
(b) the year of import; |
||
(c) whether the technology been fully absorbed |
||
(d) if not fully absorbed, areas where absorption has 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 taken or impact on conservation of energy |
|
(ii) |
the steps taken by the company for utilizing alternate sources of energy |
NOT APPLICABLE |
(iii) |
the capital investment on energy conservation equipmentâs |
(b) Technology absorption
(i) |
the efforts made towards technology absorption |
|
(ii) |
the benefits derived like product improvement, cost reduction, product development or import substitution |
|
(iii) |
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- |
|
(a) the details of technology imported |
NOT APPLICABLE |
|
(b) the year of import; |
||
(c) whether the technology been fully absorbed |
||
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof |
||
(iv) |
the expenditure incurred on Research and Development |
c) Foreign exchange earnings and Outgo
Foreign Earning - NOT APPLICABLE
Foreign Outgo during the year under review - NIL
30. 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.
31. Human Resources:
Your Company treats its âhuman resourcesâ 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.
32. Corporate Governance:
As per Clause 49 of the Listing Agreement and Listing Regulation,2015 of 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 âAnnexure â
33. 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.
34. 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 thatâ
(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.
35. 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).
36. Corporate Governance and Management Discussion And Analysis:
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2016
37 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 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.
38 Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.
For and on behalf of the Board of Directors
Sd/- sd/-
Whole Time Director Director
Meeta H Mehta Hiten R. Mehta
Place: Mumbai
Date: 12/08/2016
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