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Directors Report of Odyssey Technologies Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their report on the business and operations of your Company along with the Annual Report and audited financial statements for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS Rs. in lakhs

Sl. Particulars Year ended Year ended No. 31st March 31st March 2015 2014

1 Income from Operations 1015.17 766.30

2 Other Income 27.63 24.54

3 Total Income 1042.80 790.84

4 Operating Profit (PBIDT) 404.68 243.89

5 Interest and Finance 0.94 1.78 Charges

6 Depreciation and 23.41 14.28 Amortisation expense

7 Profit before tax 380.33 227.83

8 Tax expense 89.46 16.91

9 Profit for the year 290.87 210.92

10 Earnings per share 3.28 2.38

11 Total Loss carried (567.18) (857.14) forward

PERFORMANCE REVIEW

The Company has recorded improved performance during the year reporting revenue of Rs.1015.17 lakhs signifying a growth of 32.47%. The Profit after Tax is at Rs. 290.87 lakhs as compared to Rs. 210.92 lakhs in the previous year, registering a growth of 37.90%.

The net profit generated during the year has been added to general reserves which in turn has reduced the carried forward loss.

DIVIDEND

Dividend on equity shares of the company for the year ended March 31,2015 could not be recommended by your Directors in view of the carried forward loss from the previous years.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts of the Company on a going concern basis.

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and reviews performed by the management and the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of the Companies Act, 2013,which came into effect from April 1, 2014, the members at their 24th Annual General Meeting held on September 18, 2014 approved the re-appointments of Mr. B. Robert Raja, Chairman and Managing Director and Mr. B. Antony Raja, Whole-time Director of the Company for a further period of three years with effect from 1st April,2014 up to 31st March, 2017, liable to retire by rotation and appointments of Mr. U.Rathish Babu, Mr. G. Rajasekaran and Mr. Kurilla Srinivas Rao as Independent Directors of the Company for a period of five consecutive years from April 1, 2014 up to March 31, 2019, who are not liable to retire by rotation.

Pursuant to the provisions of Section 152 of Companies Act, 2013 and Articles of Association of the Company, Mr. B. Robert Raja, Chairman & Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Pursuant to the provisions of Section 161 (1) of the Companies Act, 2013 read with all other applicable provisions, the Board of Directors at their meeting held on March 19, 2015 had appointed Dr. Rani Radhakrishnan as an Additional Director (Independent) of the Company to hold office with effect from March 19, 2015 up to the date of the ensuing Annual General Meeting of the Company. As per the provisions of Companies Act, 2013, an Independent Director is required to be appointed for a term of up to five consecutive years and shall not be liable to retire by rotation. Considering her experience and expertise, it is hereby proposed to the members to appoint Dr. Rani Radhakrishnan for a period of five consecutive years from March 19, 2015 up to March 18, 2020.

The Company has received declarations from all the Independent Directors of the Company under Section 149 (7) of Companies Act, 2013 confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

During the year under review, Ms Ramya .S ceased to be the Company Secretary and Compliance Officer of the Company with effect from May 2,2014 and Ms K.V.Lakshmi was appointed as the Company Secretary and Compliance Officer of the Company with effect from May 2,2014.

Pursuant to the provisions of Section 203 (1) of the Companies Act, 2013 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ,the Board of Directors, at their meeting held on May 14,2014 noted and formalized Mr. B. Robert Raja- Managing Director, Mr.B.Antony Raja(Whole-time Director) - Chief Financial Officer and Ms K.V.Lakshmi- Company Secretary as the Whole-time Key Managerial Personnel of the Company.

Details of the proposal for appointment of Dr. Rani Radhakrishnan as Independent Director of the Company are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the Twenty fifth Annual General Meeting.

MEETINGS OF THE BOARD

The Board of Directors met six times during the financial year. The meetings were held on May 14, 2014, August 5, 2014, October 21,2014, December 22, 2014, January 23, 2015 and March 19, 2015. Further details regarding meetings of the Board are furnished in the Corporate Governance Report, which forms a part of the Annual Report.

FORMAL ANNUAL EVALUATION

The Board has carried out a formal annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

A structured questionnaire was prepared by the Nomination and Remuneration Committee and performance of the Board was evaluated by the Board seeking inputs from all directors on the basis of criteria such as adequacy of the composition of the Board and its Committees, Board culture, effectiveness of board processes and performance of specific duties, obligations and governance. The performance of the Committees was evaluated by the Board on the basis of criteria such as composition of committees, effectiveness of committee meetings, etc,. The individual Directors were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and shareholders, etc,.

In the separate meeting of the independent directors held on January 24, 2015, performance of the non-independent directors and Board as a whole was reviewed and performance of Chairman of the Company was reviewed after taking into account views of Executive Director.

POLICY ON DIRECTOR'S APPOINTMENT & REMUNERATION

The Company's policy on director's appointment, remuneration and other matters provided in Section 178 (3) of the Act has been disclosed in the Corporate Governance Report, which forms a part of the Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were evaluated and no reportable deficiency in the design or operation of such controls were observed.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms a part of the Annual Report.

STATUTORY AUDITOR

M/s B. B. Naidu & Co., Chartered Accountants, Chennai, (Firm Registration No.002291S) who are the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board had appointed Dr. B. Ravi, Company Secretary in practice [FCS 1810, CP3318] to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as Annexure-I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RISK MANAGEMENT

The Board has developed and implemented a Risk Management Policy for the company including identification of elements of risk, which in the opinion of the Board may threaten the existence of the Company. The Risk Management Policy is available on the website of the Company at http://www.odvssevtec.com/Documents/OtherDocs/Risk Management Policy.pdf

TRANSACTIONS WITH RELATED PARTIES

All contracts or arrangements entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. There were no materially significant related party transactions with the company's promoters, Key Managerial Personnel, directors or their relatives which could have had a potential conflict with the interests of the company.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board and has been uploaded on the website of the Company at http://www.odvssevtec.com/Documents/OtherDocs/Policv on Related Party Transactions.pdf

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in Form MGT-9 as required under Section 134(3) (a) of the Companies Act, 2013 is annexed herewith as Annexure-II to this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of Companies (Appointment & Remuneration of Managerial Personnel), Rules, 2014 is annexed herewith as Annexure-III to this Report.

DISCLOSURE REQUIREMENTS

* As per Clause 49 of the Listing Agreement entered into with the stock exchange, corporate governance report with auditors' certificate thereon and management discussion and analysis report are attached and forms part of this report.

* Details of the familiarization programme conducted for the independent directors of the company is available on the website of the Company (http://www.odvssevtec.com/Documents/OtherDocs/Famil iarisation Programme for Independent Directors.pdf)

* The Company has formulated and published a Whistle Blower Policy to provide vigil mechanism for Directors and Employees to report genuine concerns to the management, pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and Clause 49 of Listing Agreement. The details of establishment of such mechanism / Whistle Blower Policy have been disclosed in the company's website at http://www.odvssevtec.com/Documents/OtherDocs/Whistl e Blower Policy.pdf

* The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace pursuant to the requirements of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rules made thereunder. Accordingly, the Internal Complaints Committee has been constituted for redressal of any sexual harassment complaint. No complaints were received during the year.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outflow as required to be disclosed under Section 134 (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-IV to this Report.

STATE OF COMPANY'S AFFAIRS

Management Discussion and Analysis Report for the year under review, as stipulated in clause 49 of the Listing Agreement is given as a separate part of the annual report. It contains a detailed write up and explanation about the performance of the company.

ACKNOWLEDGEMENT

Your directors express their grateful appreciation for the assistance and cooperation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review, in aiding the smooth flow of operations. Continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

For and on behalf of the Board of Directors



Place: Chennai B Robert Raja Date : August 3, 2015 Chairman & Managing Director


Mar 31, 2014

Dear members,

The Directors are pleased to present their report on the business and operations of your Company along with the Annual Report and audited financial statements for the financial year ended 31st March,2014.

FINANCIAL HIGHLIGHTS Rs. lakhs Year ended Year ended 31st March 31st March 2014 2013

Revenue from operations (net) 766.30 567.50

Other income 24.54 17.07

Total Revenue 790.84 584.57

Purchase of stock-in-trade 11.66 3.65

Employee benefits expense 417.00 357.39

Finance costs 1.78 1.50

Depreciation and Amortisation 14.28 12.59

expense

Other expenses 118.29 124.07

Total Expenses 563.01 499.20

Profit before tax 227.83 85.37

Tax expenses

(a) MAT 16.53

(b) Deferred Tax Liability 0.38 16.91 0.44

Profit after tax 210.92 84.93

Total Loss carried forward (857.14) (1068.06)

PERFORMANCE REVIEW

The Company recorded improved performance during the year under review. The Company''s total revenue increased to Rs.790.84 lakhs as compared to Rs.584.57 lakhs in the previous year. The Profit after Tax was Rs.210.92 lakhs as compared to Rs.84.93 lakhs in the previous year.

The net profit generated during the year has been added to general reserves which in turn has reduced the carry forward loss.

DIVIDEND

Dividend on equity shares of the company for the year ended March 31, 2014 could not be recommended by your Directors in view of the carried forward loss from the previous years.

BOARD OF DIRECTORS

During the year, there was no change in the composition of the Board of Directors of the Company.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Considering the experience and professional expertise of the independent directors, it is hereby proposed to the members that the following independent directors be appointed for a period of five consecutive years from 1st April, 2014 up to 31st March, 2019.

Mr. U.Rathish Babu

Mr. G.Rajasekaran

Mr. Kurilla Srinivas Rao

In order to ensure proper compliance of the Companies Act, 2013 and the Rules thereunder and in supersession of the special resolution passed in the 23rd AGM held on September 12, 2013, it is proposed to the members to reappoint Mr. B. Robert Raja as Chairman and Managing Director of the Company and Mr.B.Antony Raja as the Whole-time Director of the Company, liable to retire by rotation for a further period of three years with effect from 1st April, 2014.

Details of the proposal for appointment/re-appointment of abovementioned directors are mentioned in the Explanatory Statement under Section 102 (1) of the Companies Act, 2013 of the Notice of the Twenty fourth Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is given as a part of this report.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance along with auditors certificate for its compliance is included as a part of the annual report.

FINANCIAL CONDITIONS AND RESULTS OF OPERATION

Management Discussion and Analysis Report for the year under review, as stipulated in clause 49 of the Listing Agreement is given as a separate part of the annual report. It contains a detailed write up and explanation about the performance of the company.

ENERGY CONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outflow required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure forming part of the report.

PERSONNEL

During the year under review, there were no personnel employed in the company whose particulars have to be set out in the Directors Report as required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' responsibility statement, it is hereby confirmed that.

1. In the preparation of the annual accounts applicable accounting standards have been followed;

Details of ESOP as per SEBI guidelines

Particulars ESOP 2001 ESOP 2003 ESOP 2004 ESOP 2006

Options granted 129950 175000 210000 331300

Pricing formula As per As per As per As per scheme scheme scheme scheme Options vested as 0 0 0 0 on March 31, 2014

Total No. of shares 0 0 0 0 arising as a result of exercise of option as on March 31, 2014

Options lapsed

* On account of 123755 154025 178375 330750 time and resigna- tion of employees

* On account of 970 0 0 0 non acceptance

Options exercised 5225 20975 31625 550 by employees during the previous years

Variation of terms NA NA NA NA of options

Money realized by Nil Nil Nil Nil exercise of options in the FY 2013-14

Total no. of 0 0 0 0 options in force

Employee wise 7200 8800 30000 24000 details of options granted : Senior Managerial personnel

2. Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit/(loss) of the Company for the year ended on that date

3. Directors 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;

4. Directors have prepared the annual accounts of the Company on a going concern basis, and

5. Proper systems are in place to ensure compliance with all laws applicable to the company.

FIXED DEPOSITS

The company has not accepted any fixed deposits during the year.

RESEARCH AND DEVELOPMENT

During the year a sum of Rs.536,771/-was spent by way of capital expenditure and Rs.34,221,495/- as revenue expenditure towards the company''s in-house R&D efforts.

AUDITORS

Messers B. B. Naidu & Co., Chartered Accountants, Chennai (Firm Registration No.002291S), who are the Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment. The retiring auditors have furnished a declaration of their eligibility for reappointment pursuant to the provisions of Section 139 of the Companies Act, 2013 stating that they are eligible for reappointment and the reappointment, if made, would be within the prescribed limits as stated under that section.

ACKNOWLEDGEMENT

Your directors express their grateful appreciation for the assistance and cooperation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review, in aiding the smooth flow of operations. Continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.



For and on behalf of the Board of Directors

Place: Chennai B. Robert Raja Date : August 5, 2014 Chairman & Managing Director


Mar 31, 2013

The Directors are delighted to present their report on the business and operations of your Company along with the Annual Report and audited financial statements for the financial year 2012-13.

FINANCIAL HIGHLIGHTS

Rs. lakhs FY 2012-13 FY 2011-12

Revenue from operations 567.50 436.89

Other income 17.07 13.65

Total Income 584.57 450.54

Purchase of stock-in-trade 3.65 4.77

Employee benefits expense 357.39 278.02

Finance costs 1.50 4.07

Depreciation and Amortisation 12.59 11.56 expense

Other expenses 124.07 100.71

Total Expenses 499.20 399.13

Profit before tax 85.37 51.41 Tax expenses

Deferred Tax (Asset) 0.44 (0.30)

Profit after tax 84.93 51.71

Total Loss carried forward (1068.06) (1152.99)

RESERVES AND SURPLUS

The net profit generated during the year has been added to general reserves which in turn has reduced the carry forward loss.

DIVIDEND

Dividend on equity shares of the company for the year ended March 31, 2013 could not be recommended by your Directors in view of the carried forward loss from the previous years.

BOARD OF DIRECTORS

During the year Mr. Gautam Jain, Independent Director resigned from the Board with effect from 3rd September 2012. The Board places on record its appreciation to Mr. Gautam Jain for the valuable services rendered by him during his tenure as director of the company.

Mr. G. Rajasekaran, Independent Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Pursuant to Section 260 of the Companies Act, 1956, Mr. Kurilla Srinivas Rao was appointed as Additional

Director of the Company on 24-04-2013 subject to the approval of Members in the ensuing Annual General Meeting. The Board recommends to the members the resolution for appointment of Mr. Kurilla Srinivas Rao as Director of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the listing agreement, a management discussion and analysis report is given as a part of this report.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on Corporate Governance along with auditors certificate for its compliance is included as a part of the annual report.

FINANCIAL CONDITIONS AND RESULTS OF OPERATION

Management discussion and analysis report for the year under review, as stipulated in clause 49 of the listing agreement is given as a separate part of the annual report. It contains a detailed write up and explanation about the performance of the company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outflow required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure forming part of the report.

PERSONNEL

During the year under review, there were no personnel employed in the company whose particulars have to be set out in the Directors Report as required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956 with respect to Directors'' responsibility statement, it is hereby confirmed that:

1. In the preparation of the annual accounts applicable accounting standards have been followed;

2. Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit/(loss) of the Company for the year ended on that date.

3. Directors 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; and

4. Directors have prepared the annual accounts of the Company on a going concern basis.

5. Proper systems are in place to ensure compliance with all laws applicable to the company.

FIXED DEPOSITS

The company has not accepted any fixed deposits during the year.

RESEARCH AND DEVELOPMENT

During the year a sum of Rs.11,55,896/- was spent by way of capital expenditure and Rs.2,85,60,644/- as revenue expenditure towards the company''s in- house R&D efforts.

Details of ESOP as per SEBI guidelines

Particulars ESOP 2001 ESOP 2003 ESOP 2004 ESOP 2006

Options granted 129950 175000 210000 331300

Pricing formula As per scheme As per scheme As per scheme As per scheme

Options vested as on March 31, 2013 0 0 0 0

Total No. of shares arising as a result of exercise of option as on March 31, 2013 0 0 0 0

Options lapsed

On account of time and resignation of employees 123755 154025 178375 330750

l On account of non acceptance 970 0 0 0

Options exercised by employees during the previous years 5225 20975 31625 550

Variation of terms of options NA NA NA NA

Money realized by exercise of options in the FY 2012-13 Nil Nil Nil Nil

Total no. of options in force 0 0 0 0

Employee wise details of options granted :

Senior Managerial personnel 7200 8800 30000 24000

AUDITORS

Messers B B Naidu & Co, Chartered Accountants, Statutory Auditors of the company who hold office until the conclusion of the forthcoming annual general meeting have confirmed vide the declaration obtained from them under section 224(1)(B) of the Companies Act, 1956 that they are eligible for reappointment and the reappointment, if made would be within the prescribed limits as stated under that section.

ACKNOWLEDGEMENT

Your directors express their grateful appreciation for the assistance and cooperation received from the Banks,

Government Authorities, Customers, Vendors and Shareholders during the year under review, in aiding the smooth flow of operations. Continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

For and on behalf of the Board of Directors

Place: Chennai B Robert Raja

Date : July 16, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors are delighted to present their report on the business and operations of your Company along with the Annual Report and audited financial statements for the financial year 2011-12.

FINANCIAL HIGHLIGHTS Rs. lakhs FY 2011-12 FY 2010-11

Revenue from operations 436.89 531.51

Other income 13.65 9.39

Total Revenue 450.54 540.90

Purchase of stock-in-trade 4.77 2.25

Employee benefits expense 278.02 251.13

Finance costs 4.07 1.88

Depreciation expense 11.56 13.45

Other expenses 100.71 122.22

Profit before tax 51.41 149.97

Tax expenses

Deferred Tax (Asset) (0.30) (0.18)

Profit/(Loss) after tax 51.71 150.15

Total Loss carried forward (1152.99) (1204.71)

RESERVES AND SURPLUS

The net profit generated during the year has been added to general reserves which in turn has reduced the carried forward loss.

DIVIDEND

Dividend on equity shares of the company for the year ended March 31, 2012 could not be recommended by your Directors in view of the carried forward loss from the previous years.

BOARD OF DIRECTORS

During the year there was no change in the constitution of Board of Directors of the Company.

Mr. U. Rathish Babu, Independent Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the listing agreement, a management discussion and analysis report is given as a part of this report.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on Corporate Governance along with the auditors certificate for its compliance is included as a part of the annual report.

FINANCIAL CONDITIONS AND RESULTS OF OPERATION

Management discussion and analysis report for the year under review, as stipulated in clause 49 of the listing agreement is given as a separate part of the annual report. It contains a detailed write up and explanation about the performance of the company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outflow required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of the report.

PERSONNEL

During the year under review, there were no personnel employed in the company whose particulars have to be set out in the Directors Report as required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956 with respect to Directors' responsibility statement, it is hereby confirmed that:

1. In the preparation of the annual accounts applicable accounting standards have been followed;

2. Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit/(loss) of the Company for the year ended on that date.

3. Directors 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; and

4. Directors have prepared the annual accounts of the Company on a going concern basis.

5. Proper systems are in place to ensure compliance with all laws applicable to the company.

FIXED DEPOSITS RESEARCH AND DEVELOPMENT

The company has not accepted any fixed deposits during the year a sum of Rs. 2,91,905/-was spent byway. of the year. capital expenditure and Rs. 2,14,74,084/- as revenue expenditure towards the company's in - house R&D efforts.

Details of ESOP as per SEBI guidelines

Particulars ESOP 2001 ESOP 2003 ESOP 2004 ESOP 2006

Options granted 129950 175000 210000 331300

Pricing formula As per As per As per As per scheme scheme scheme scheme

Options vested as on March 31, 2012 0 0 0 16436

Total No. of shares arising as a result of exercise of option as on March 31, 2012 0 0 0 0

Options lapsed

- On account of time and resignation of employees 123755 154025 178375 314314

- On account of non acceptance 970 0 0 0

Options exercised by employees during the previous years 5225 20975 31625 550

Variation of terms of options NA NA NA NA

Money realized by exercise of options in the FY 2011-12 Nil Nil Nil Nil

Total no. of options in force 0 0 0 16436

Employee wise details of options granted : Senior Managerial personnel 7200 8800 30000 24000

AUDITORS

Messers B B Naidu & Co, Chartered Accountants, Statutory Auditors of the company who hold office until the conclusion of the forthcoming annual general meeting have confirmed vide the declaration obtained from them under section 224(1)(B) of the Companies Act, 1956 that they are eligible for reappointment and the reappointment, if made would be within the prescribed limits as stated under that section.

ACKNOWLEDGEMENT

Your directors express their grateful appreciation for the assistance and cooperation received from the Banks,

Government Authorities, Customers, Vendors and Shareholders during the year under review, in aiding the smooth flow of operations. Continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

For and on behalf of the Board of Directors

B Robert Raja Chairman & Managing Director Place: Chennai Date : August 08, 2012


Mar 31, 2010

The Directors are delighted to present their report on the business and operations of your Company along with the Annual Report and audited financial statements for the financial year 2009-10.

FINANCIAL HIGHLIGHTS

Rs. lakhs

FY 2009-10 FY 2008-09

Income from operations 324.27 374.18

Other income 1.73 4.18

Operating cost 144.48 145.66

Compensation, Admin

& Other expenses 146.14 111.46

Depreciation, Amortisation

& Non-cash expenses 12.50 12.35

Profit from operations 22.88 108.89

Total loss carried forward (1336.38) (1360.20)

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the listing agreement, a management discussion and analysis report is given as a part of this report.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors certificate for its compliance is included as a part of the annual report.

SHARE CAPITAL

During the year there was no change in the subscribed and paid up equity share capital of the company.

RESERVES AND SURPLUS

Since there was no allotment made during the year, the Reserves & Surplus remains the same as that of the previous year.

DIVIDEND

Dividend on equity shares of the company for the year ended March 31, 2010 could not be recommended by your Directors in view of the carried forward loss from the previous years.

FINANCIAL CONDITIONS AND RESULTS OF OPERATION

Management discussion and analysis report for the year under review, as stipulated in clause 49 of the listing agreement is given as a separate part of the annual report. It contains a detailed write up and explanation about the performance of the company.

SUBSIDIARY COMPANIES

As required under section 212 of the Companies Act, the audited financial statements as on March 31, 2010 along with the report of the Board of Directors in respect of your companys subsidiaries viz Taexpert.com Limited and the auditors reports thereon for the year 2009-10 are enclosed with this report. As the anticipated growth in business did not materialise in the Asia Pacific Region, Odyssey Secure

Commerce Pte Limited, Singapore is under the process of liquidation and the liquidation order is awaited.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outflow required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure forming part of the report.

PERSONNEL

During the year under review, there were no personnel employed in the company whose particulars have to be set out in the Directors Report as required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility statement, it is hereby confirmed that:

1. In the preparation of the annual accounts applicable accounting standards have been followed;

2. Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit/(loss) of the Company for the year ended on that date.

3. Directors 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; and

4. Directors have prepared the annual accounts of the Company on a going concern basis.

5. Proper systems are in place to ensure compliance with all laws applicable to the company.

FIXED DEPOSITS

The company has not accepted any fixed deposits during the year.

RESEARCH AND DEVELOPMENT

During the year a sum of Rs. 4,01,768/- was spent by way of capital expenditure and Rs. 14,447,614/- as revenue expenditure towards the companys in house R&D efforts.



AUDITORS

Messers B B Naidu & Co, Chartered Accountants, statutory auditors of the company who hold office until the conclusion of the forthcoming annual general meeting have confirmed vide the declaration obtained from them under section 224(1)(B) of the Companies Act, 1956 that they are eligible for reappointment and the reappointment, if made would be within the prescribed limits as stated under that section.

ACKNOWLEDGEMENT

Your directors express their grateful appreciation for the assistance and cooperation received from the Banks,

Government Authorities, Customers, Vendors and Shareholders during the year under review, in aiding the smooth flow of operations. Continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.



For and on behalf of the Board of Directors

Place: Chennai B Robert Raja

Date : August 21, 2010 Chairman & Managing Director

 
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