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Odyssey Corporation Ltd.

BSE: 531996 Sector: Financials
NSE: N.A. ISIN Code: INE839E01023
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VOLUME 2502
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P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
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Sell Price 2.78
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OPEN 2.79
CLOSE 2.68
VOLUME 2502
52-Week high 4.64
52-Week low 1.61
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.78
Sell Qty 16255.00

Odyssey Corporation Ltd. (ODYSSEYCORPN) - Director Report

Company director report

To

The Members

ODYSSEY CORPORATION LIMITED

The Directors have pleasure in presenting the 22nd Annual Report of the Companytogether with the Audited Annual Accounts for the year ended March 31 2017

CONSOLIDATED FINANCIAL RESULTS

PARTICULARS Year ended March 31 2017 Year ended March 31 2016
Rs (In ‘000) Rs (In ‘000)
Income 340298 391328
Less: Expenditure 313829 375127
Profit/(Loss) before depreciation and taxes 26469 16201
Less: Depreciation 808 545
Net Profit/(Loss) before tax 25661 15656
Less: Provision for Tax 5403 3250
Less: Provision for Deferred Tax 4222 704
Less: Provision for Prior Period Tax 18 187
Less: Provision for MAT Credit available -5243 -3181
Net Profit/(Loss) after tax 21261 14696
Less Minority Interest -13 -43
Profit & Loss After Tax & Minority Interest 21274 14739
Add: Balance b/f 71091 56395
Less: Minority Interest(negative balance in excess of Equity Capital . -13 -43
Add: Excess Provision of tax (earlier Years) --
Add : Prior Period adjustment
Profit available for Appropriation 92352 71091
Less : Proposed Dividend
Balance carried to balance sheet 92352 71091

OPERATIONS

During the year under report the Company has net profit of Rs. 21273981 /-

For Odyssey Corporation Limited

Sd/- Sd/- Sd/-
Whole Time Director Director CFO
Hiten R. Mehta Meeta H. Mehta USha Abhade

To

The Members

Your Directors have pleasure in presenting their Twentieth Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.

1. Financial summary of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements ofthe company.

PARTICULARS Year ended March 31 2017 Year ended March 31 2016
Rs (In '000) Rs (In '000)
Income 340298 393160
Less: Expenditure 313732 376867
Profit/(Loss) before depreciation and taxes 26567 16293
Less: Depreciation 808 385
Net Profit/(Loss) before tax 25759 15908
Less: Provision for Tax 5403 3250
Less: Provision for Deferred Tax 4222 704
Less: Provision for Prior Period 18 187
Less: Provision for MAT Credit available -5243 -3181
Net Profit/(Loss) after tax 21358 14948
Add: Balance b/f 110716 95768
Profit available for Appropriation 132074 110716
Less : Proposed Dividend NIL
Balance carried to balance sheet 132074 110716

1 .Operations

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

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 collection of loans from Industry.

NPA's of all major finance companies/Banks have increased to a great extent. There wasintention 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.

Your Company is in the policy of giving short term loans which are fully backed byAssets/securities. Moreover the loans are given based on scrutiny of paying capacity andrisk 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.

1. Financial Highlights

Consolidated Revenues :

The total consolidated income of the Company for the FY 2016-17 comprises operatingrevenues of RS 246454390 and other income of Rs93843732

Standalone Revenues:

During the fiscal 2017 the gross operational income of the Company stood at246454390 as compared to previous fiscal of Rs 303334287

Consolidated Profits / (Loss):

Profits stood at Rs. 25661456 before tax and profit after Tax stood at Rs21260798 as compared.

Standalone Profits / (Loss) :

Profit stood as Rs 25758203 before tax and profit after tax stood at Rs 21357548for the fiscal 2017 as compared to the previous year profit before tax ` Rs 15907933and after tax ` Rs 14947426.

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 wasno 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 withdifferential 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 (ShareCapital and Debentures) Rules 2014 has not issued any sweat equity share during the yearunder 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

Mrs. Meeta H Mehta Directors retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offer themselves for reappointment.

During the year Mrs. Meeta Mehta has step down from the post of whole Time Directorand she is continue in the Board as Non-Executive Director of the Company w.e.f. 14thNovember 2016 respectively.

Mr Hiten R Mehta has been re-designated as Whole Time Director of the Company w.e. f.November 14 2016 .

7. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe 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 gapbetween 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 anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees. The manner in which the evaluation has been carried out isexplained 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 ofindependence as provided in sub-section (6) of Section 149 of the Companies Act2013 .

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

10. Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee'sremuneration 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 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

C) Any director who is in receipt of any commission from the company and who is aManaging Director or Whole-time Director of the Company shall receive any remuneration orcommission from any Holding Company or Subsidiary Company of such Company subject to itsdisclosure 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 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

[Performance and financial position of each of the subsidiaries associates and jointventure companies included in the consolidated financial statement]

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.

12. Auditors:

M/s. CLB & ASSOCIATES Chartered Accountants hold office until the conclusionof ensuing annual General Meeting and being eligible offer themselves for reappointment asAuditors of the Company.

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

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

13. Auditors' Report and Secretarial Auditor's Report

The Auditors' Report Notes to Accounts and Auditors re marks in their report areself-explanatory .

As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. Certain observations made in the report with regard to nonfiling of some forms were mainly due to ambiguity and uncertainty of the applicability ofthe same for the relevant period. However the company would ensure in future that all theprovisions 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 ofthe Company. The report of the Secretarial Auditors is enclosed as Annexure III tothis report.

16. Internal Audit & Controls

The Company has in house Internal Auditor. During the year 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.

17. Issue of employee stock options

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

Particulars
Approval
Optionsgranted Not Applicable
Optionsvested
Optionsexercised
Total number of shares arising out of exercise of options
Optionsforfeited/lapsed/cancelled
Variationsoftermsofoptions
Moneyrealizedbyexerciseofo ptions
Totalnumberofoptionsi nforce

Notes:

1.Details of options granted d uring the FY 2 016 - 17 t o:

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) NOT APPLICABLE
(c)Identified employees 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 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.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 & Regulations of theListing Regulations 2015 the Company has constituted a Business Risk ManagementCommittee.

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

At present the Company has not identified any element of risk which may threaten theexistence 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 theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I .

22. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

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

23. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No significant and material order have been passed by any regulators or courts ortribunals impacting the going concern status and company's operations in future. Thecompany is doing reasonable growth and development

24. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The company has adequate internal control systems in place. With a view to monitor theCompany's performance as well as to make sure that internal checks and controls areoperating properly the Company has appointed external firms of Chartered Accountant asInternal auditor. The audit committee ensures that the internal control systems areadequate 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;
(iii) at the end of the year;

he details of deposits which are not in compliance with the requirements of Chapter Vof the Act;

26. Particulars of loans guarantees or investments under section 186

Particulars of loans given Investment made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statement (Please refer to Notesof the financial statement).

27. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013and Regulation of the Listing Regulations2015 during the financial year ended March312017 are given below. Suitable disclosures as required under AS 18 have been made inthe Financial Statement.

a) Remuneration of Key Managerial Personnel: 375000

Your Directors draw attention of the members to Note No. 24B(vi) to the FinancialStatement 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 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request .However as per theprovisions of Section 136 of the said Act the Annual Report excluding the aforesaidinformation 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 isavailable for inspection by the members at the registered office of the Company duringBusiness hours on working days of the Company up to the date of ensuing Annual GeneralMeeting may write to the Company at the registered office of the Company in advance.

29. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details of conservation of energy technology absorption foreign exchange earningsand 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 equipment's

(b) Technology absorption

(i) the e orts made towards technology absorption
(ii) the beneits 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 in ancial 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 equipment's

(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 y ear)-
(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 "human resources" as one of its most importantassets.

Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

32. Corporate Governance:

As per Listing Regulation2015 of the Stock Exchanges a detailed report on corporategovernance practices followed by the Company together with the certificate from theCompany's Statutory Auditors confirming compliance forms part of this report as"Annexure "

33. Insider Trading Regulations:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of conduct for prohibition of insidertrading 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 thepurchase or sale of Company shares by the Directors and designated employees while inpossession of unpublished price sensitive information during the period of Trading WindowClosure. The Board is responsible for implementation of the Code.

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

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) ofSection 134 of the Companies Act 2013 shall state that

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

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof 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 sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation 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 yearended 31st March 2017

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 SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.

38 Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors
Sd/- sd/-
Whole Time Director Director
Hiten R. Mehta Meeta H Mehta
Place: Mumbai
Date: 14/08/2017