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Odyssey Corporation Ltd.

BSE: 531996 Sector: Financials
NSE: N.A. ISIN Code: INE839E01023
BSE 00:00 | 24 Apr 2020 Odyssey Corporation Ltd
NSE 05:30 | 01 Jan 1970 Odyssey Corporation Ltd

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OPEN 1.03
PREVIOUS CLOSE 1.08
VOLUME 100
52-Week high 2.28
52-Week low 1.03
P/E 1.43
Mkt Cap.(Rs cr) 4
Buy Price 1.18
Buy Qty 100.00
Sell Price 1.12
Sell Qty 10000.00
OPEN 1.03
CLOSE 1.08
VOLUME 100
52-Week high 2.28
52-Week low 1.03
P/E 1.43
Mkt Cap.(Rs cr) 4
Buy Price 1.18
Buy Qty 100.00
Sell Price 1.12
Sell Qty 10000.00

Odyssey Corporation Ltd. (ODYSSEYCORPN) - Director Report


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Company director report

To

The Members

Your Directors have pleasure in presenting the 24th Annual Report together withaudited statement of accounts of the Company for the year ended on 31st March 2019.

FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31 2019(Standalone) is summarized below:-

Particulars 2018-19 2017-18
Total Income 232569947 191067283
Total Expenses 358246331 194295283
Profit/(Loss) before Tax (125676384) (3228001)
Less: Tax expense 80500 120053
Profit/ (Loss) after tax (125595884) (3348054)

The financial performance of your Company for the year ended March 31 2019(Consolidated) is summarized below:-

Particulars 2018-19 2017-18
Total Income 232569947 191067283
Total Expenses 358337830 194295283
Profit/(Loss) before Tax (125767883) (3228001)
Less: Tax expense 80500 120053
Profit/ (Loss) before Minority Interest (125687383) (3348054)
Less: Minority Interest 12323 -
Profit/ (Loss) for the period (125675060) (3348054)

INDUSTRY OVERVIEW:

The Indian Economy has been passing through a stagnant phase for last two years whichhas affected industry and Finance Companies/Banks tremendously. The outlook on India inthe last couple of years has become bearish with infrastructure projects (which are thebackbone 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. Allthese factors led to the finance sector including Banks coming under tremendous pressurefrom collections of loans from industry.

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

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

The Company is in the policy of giving short term loans which are fully backed byAssets / securities . Moreover the loans are given based on security of paying capacityand risk involved.

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

ADEQUACY OF INTERNAL CONTROL:

The Company has robust internal control systems in place which are commensurate withthe size and nature of the business. The internal controls are aligned with statutoryrequirements and designed to safeguard the assets of the Company. The internal controlsystems are complemented by various Management Information System (MIS) reports coveringall areas. Increased attention is given to auto generation of MIS reports as againstmanual reports to take care of possible human errors or alteration of data. The Managementreviews and strengthens the controls periodically.

HUMAN RESOURCE DEVELOPMENT:

The Company recognizes the importance of Human Resource as a key asset instrumental inits growth. The Company believes in acquisition retention and betterment of talented teamplayers. With the philosophy of inclusive growth the Company has redefined itsperformance management system. The new system focuses on progression of individualemployees together with organizational goals. Under the new system increased thrust willbe on job rotation and multi-skilling.

MANPOWER:

The company recognizes the importance of human value and ensures that properencouragement both moral and financial is extended to employees to motivate them.

COMPLIANCE:

The Compliance function of the Company is responsible for independently ensuring thatoperating and business units comply with regulatory and internal guidelines. TheCompliance Department of the Company is continued to play a pivotal role in ensuringimplementation of compliance functions in accordance with the directives issued byregulators the Company's Board of Directors and the Company's Compliance Policy. TheAudit Committee of the Board reviews the performance of the Compliance Department and thestatus of compliance with regulatory/internal guidelines on a periodic basis.

New Instructions/Guidelines issued by the regulatory authorities were disseminatedacross the Company to ensure that the business and functional units operate within theboundaries set by regulators and that compliance risks are suitably monitored andmitigated in course of their activities and processes.

CAUTIONARY STATEMENT:

Investors are cautioned that this discussion contains statements that involve risks anduncertainties. Words like anticipate believe estimate intend will expect and othersimilar expressions are intended to identify "Forward Looking Statements". Thecompany assumes no responsibility to amend modify or revise any forward lookingstatements on the basis of any subsequent developments information or events. Actualresults could differ materially from those expressed or implied.

DIVIDEND:

The Board of Directors has not recommended any Dividend for the year.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith as ANNEXURE-I and forming part of the report.

SUBSIDIARY COMPANIES:

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is given as Annexure IIPursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is given as Annexure II.

Further the Annual Accounts and related documents of the subsidiary company shall bekept open for inspection at the Registered & Corporate Office of the Company. TheCompany will also make available copy thereof upon specific request by any Member of theCompany interested in obtaining the same. Further pursuant to Accounting Standard AS-21issued by the Institute of Chartered Accountants of India Consolidated FinancialStatements presented by the Company in this Annual Report include the financialinformation of its subsidiary.

SHARE CAPITAL:

The Company has not changed its capital structure during 2018-19.

Issue of Shares with Differential Voting Rights:

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

Issue of Sweat Equity Shares:

The Company under the provisions of Section 54 read with Rule 8(13) of the Companies(Shares Capital and Debentures) Rules 2014 has not issued any sweat equity shares duringthe year under review.

Buyback of Securities:

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

Bonus Shares:

No Bonus Shares were issues during the year under review.

ACCEPTANCE OF FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from general public within the purviewof Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rule 2014 during the year under review.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:

During the year under review the transactions entered into by the Company with relatedparties as defined under the Act and the Listing Regulations were in the ordinary courseof Business and on arm's length basis.

Omnibus approval is obtained for the transactions foreseen and repetitive in naturewith related parties. A statement of all such related party transactions is presentedbefore the Audit Committee on periodic and need basis for its review and approval.

Particulars of contracts or arrangements with related parties as required under Section134(3)(h) of the Act in the prescribed Form AOC-2 is given in ANNEXURE III of thisReport.

Disclosure of transactions with related parties as required under the applicableAccounting Standards have been made in the notes forming part of the financial statements.

LOANS INVESTMENT AND GUARANTEES BY THE COMPANY:

There are loans given investment made however no guarantee is given or securityprovided by the Company to any entity under Section 186 of the Companies Act 2013.Particulars of Investment made/loan given under section 186 of the Companies Act 2013 areprovided in the financial statement.

INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations has been received from the Auditor of the Company for inefficiency orinadequacy of such controls.

DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT 2013:

No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.

DIRECTORS:

Mr. Hiten Ramniklal Mehta (DIN: 01875252) who retires by rotation and being eligibleoffers himself for reappointment. If re-appointment his term would be in accordance withthe policy for directors of the Company.

Particulars Details
Name of the Director Mr. Hiten Ramniklal Mehta
Date of Birth 11-11-1968
Date of initial appointment 14-08-2012
Other Companies in which Directorship is held as on March 31 2019 5(Five)
Chairman of Committees formed by Board of Other Companies on which he is a Director as on March 31 2019 NIL
Members of Committees formed by Board of Other Companies on which he is a Director as on March 31 2019 Alacrity Securities Limited

BOARD OF DIRECTORS:

The Company is managed by well-qualified professionals. All directors are suitablyqualified experienced and competent. The members of the Board of Directors are personswith considerable experience and expertise in Audit Accounts Finance Administration andMarketing. The Company is benefitted by the experience and skills of the Board ofDirectors. The Independent Directors have made disclosures to the Board confirming thatthere are no material financial and/or commercial transactions between them and thecompany which could have potential conflict of interest with the company at large. TheCompany has Code of Conduct for Directors and Senior Management personnel. The code isavailable on the official website of the www.odysseycorp.in

MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review total Four (4) meetings of the Board were held detailsof which are given in the Corporate Governance Report that forms part of this AnnualReport.

DIRECTORS REMUNERATION POLICY:

The Board on the recommendation of the Nomination and Remuneration Committee has frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees. The detailed Remuneration policy is placed onthe Company's website.

DECLARATIONS BY INDEPENDENT DIRECTOR:

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.

AUDITORS:

M/s. CLB & ASSOCIATES Chartered Accountants hold office until the conclusion ofensuing annual General Meeting and being eligible offer themselves for reappointment asAuditors 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 theprescribed limit under 141(3)(g) of the Companies Act 2013 and that they are notdisqualified for re appointment. The Notes in the Financial statement referred to in theAuditor's report are self explanatory and do not call for any further comments

AUDITORS REPORT:

The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self- explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirement of Section 134 of the Companies Act 2013 the Boardof Directors of the Company confirms:

1. In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures.

2. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year ended 31st March2019.

3. That the Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting material fraudand other irregularities.

4. That the Directors have prepared the Annual Accounts on a going concern basis.

5. There are no material changes & commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate & the date of the report.

6. There are proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

7. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

8. Based on the framework of internal financial controls and compliance systemsestablished and maintained by 2013 the Company work performed by the internal statutoryand secretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 2018-19.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS:

The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual Directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company. Information on themanner in which the annual evaluation has been made by the Board of its own performanceand that of its Committee and individual Directors is given below.

DETAILS OF THE COMMITTEES OF DIRECTORS:

Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 2018-19 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report and forming part of the report. The recommendation by theAudit Committee as and when made to Board has been accepted by it.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required under Regulation 34 read withSchedule V of the Listing Regulations forms part of this Annual Report as ANNEXURE-IV.

CORPORATE GOVERNANCE:

The report on Corporate Governance as required by SEBI (LODR) Regulations 2015 isattached separately in the Annual Report. All Board members and Senior Managementpersonnel have affirmed compliance with the Code of Conduct for the year 2018-19. Adeclaration to this effect signed by the Managing Director of the Company is contained inthis Annual Report. The Managing Director have certified to the Board with regard to thefinancial statements and other matters as required under Regulation 17(8) of the SEBI(LODR) Regulations 2015.

COMMITTEES OF THE BOARD:

The Board Committee plays a crucial role in the governance structure of the Company andhas been constituted to deal with specific areas/activities which concern the Company andneed a closer review. The Board Committee are set up under the formal approval of theBoard to carry out clearly defined roles which are considered to be performed by membersof the Board as a part of good governance practice. The Board supervises the execution ofits responsibilities by the Committees and is responsible for their action. The Chairmanof the respective Committee informs the Board about the summary of the discussions held inthe Committee meetings.

The Board has constituted following Committees of Directors:

• Audit Committee

• Nomination & Remuneration Committee and

• Stakeholder's Relationship Committee.

AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section.

• Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS
Sameer Relia Non-Executive Independent Director Chairman
Jai Prakash Jindal Non-Executive Independent Director Member
Hiten Ramniklal Mehta Executive Director Member
Ankur Mahesh Mehta Non-Executive Independent Director Member

* Mr. Jai Prakash Jindal Resigned from the Post of Non-Executive Director w.e.f01-04-2019

* Mr. Ankur Mahesh Mehta was appointed as Additional Non-Executive Independent Directorw.e.f. 01.04.2019

Terms of reference:

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Company's financial reporting process and the disclosure of itsfinancial information

• To ensure that the financial statement is correct sufficient and credible.

• Recommending the appointment remuneration and terms of appointment of externalAuditor.

• Review and monitor the auditor's independence and performance and effectivenessof audit process.

• Approval or any subsequent modification of transactions of the company withrelated parties

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company wherever it is necessary.

• Monitoring the end use of funds raised through public offers and relatedmatters.

• Reviewing with management the Annual financial statements and half yearly andQuarterly financial results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow upthere on.

NOMINATION AND REMMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013. The Composition of the Committee isin conformity with the provisions of the said Section.

• Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS
*Jaiprakash Jindal Non Executive Independent Director Chairman
*Ankur Mahesh Mehta Non-Executive Independent Director Member
Sameer Relia Non-Executive Independent Director Member
**Meeta H Mehta Non-Executive Independent Director Member
**Prajakta Kaushik Damania Non-Executive Independent Director Member

*Mr. Jai Prakash Jindal Resigned from the Post of Non-Executive Director w.e.f01-04-2019

* Mr. Ankur Mahesh Mehta was appointed as Additional Non-Executive Independent Directorw.e.f. 01.04.2019.

**Ms. Prajakta Kaushik Damania was appointed as Additional Non-Executive - NonIndependent Director W.e.f. 01.03.2019. **Ms. Meeta H Mehta resigned from the post ofNon-Executive - Non Independent Director w.e.f 01.03.2019.

Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are asunder:

• Formulation of the criteria for determining the qualifications positiveattributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personneland Senior Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constituted pursuant to theprovisions of Section 178(5) of the Companies Act 2013. The composition of the Committeeis in conformity with the provisions of the said section.

• Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS
*Prajakta Kaushik Damania Non-Executive Independent Director Chairman
*Meeta H Mehta Non-Executive Independent Director Chairman
Sameer Relia Non-Executive Independent Director Member
Hiten Ramniklal Mehta Executive Director Member

*Ms. Prajakta Kaushik Damania was appointed as Additional Non-Executive - NonIndependent Director W.e.f. 01.03.2019.

*Ms. Meeta H Mehta resigned from the post of Non-Executive - Non Independent Directorw.e.f 01.03.2019.

SECRETARIAL AUDIT REPORT:

A Secretarial Audit Report for the year ended March 31 2019 in prescribed formduly audited by the Practicing Company Secretary Jaymin Modi & Co. Mumbai isannexed herewith as ANNEXURE-V and forming part of the report.

CODE OF CONDUCT:

Regulations 17(5) of the SEBI (LODR) Regulations 2015 requires listed Companies tolay down a Code of Conduct for its Directors and Senior Management incorporating dutiesof Directors as laid down in the Companies Act 2013. The Board has adopted a Code ofConduct for all Directors and Senior Management of the Company and the same has beenplaced on Company's website.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not manufacturing activity as like a unit provision of Section134(3)(m) of the Company Act 2013 read with the Rule 3 of Companies (Account) Rules2014 regarding conservation of energy technology absorption and foreign exchange earningsand outgo is not applicable.

INTERNAL AUDITS AND CONTROLS:

The Company has in-house Internal Auditor. During the tear the Company continued toimplement their suggestions and recommendations to improve the control environment. Theirscope of work includes review of processes for safeguarding the assets of the Companyreview of operational efficiency effectiveness of systems and processes and assessingthe internal control strengths in all areas. Internal Auditors findings are discussed withthe process owners and suitable corrective actions taken as per the directions of AuditCommittee on an ongoing basis to improve efficiency in operations.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

As requirement of Sexual Harassment of Woman at Workplace (Prevention Prohibition andRedressal) Act 2013.

Company has already maintained internal policy to prevent women's harassment at workplace and covered all employees so they could directly make complaints to the committeeif such situation arises. The management and Committee together with confirm total numberof complaints received and resolved during the year is as follows:

a) No. of complaints received: NIL

b) No. of complaints disposed NIL

MAXIMUM TENURE OF INDEPENDENT DIRECTORS:

The maximum tenure of Independent Directors is in accordance with the Companies Act2013 and Regulation 25(2) of the SEBI (LODR) Regulations 2015.

DIRECTORS' INTEREST IN THE COMPANY:

Sometime the Company does enter into contracts with companies in which some of theDirectors of the Company are interested as director or member. However these contractsare in the ordinary course of the Company's business without giving any specific weightageto them. Directors regularly make full disclosures to the Board of Directors regarding thenature of their interest in the companies in which they are directors or members. Fullparticulars of contracts entered with companies in which directors are directly orindirectly concerned or interested are entered in the Register of Contracts maintainedunder Section 189 of the Companies Act 2013 and the same is placed in every Board Meetingfor the noting of the Directors.

SECRETARIAL STANDARDS:

During the year under review the Company has complied with Secretarial Standards onmeetings of the Board of Directors ("SS-1") and on General Meetings("SS-2") as amended and issued from time to time by the Institute of CompanySecretaries of India in terms of Section 118(10) of the Companies Act 2013.

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company and look forward to their continued support in future.

The Company thanks all of the employees for their contribution to the Company'sperformance. The Company applauds all the employees for their superior levels ofcompetence dedication and commitment to your Company.

Registered Office:

Shop No 3 Hemu Castle Dadabhai Road

Near Gokhlibai School Vile Parle (West)

Mumbai 400056

By order of the Board

For Odyssey Corporation Limited

Sd/-

Hiten Ramniklal Mehta

Managing Director

DIN- 01875252

Place: Mumbai

Date: 05.09.2019


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