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Odyssey Technologies Ltd.

BSE: 530175 Sector: IT
NSE: N.A. ISIN Code: INE213B01019
BSE LIVE 14:09 | 23 Oct 45.55 -1.15
(-2.46%)
OPEN

42.75

HIGH

46.95

LOW

42.65

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 42.75
PREVIOUS CLOSE 46.70
VOLUME 810
52-Week high 89.00
52-Week low 30.60
P/E 15.39
Mkt Cap.(Rs cr) 40
Buy Price 44.00
Buy Qty 100.00
Sell Price 45.55
Sell Qty 17.00
OPEN 42.75
CLOSE 46.70
VOLUME 810
52-Week high 89.00
52-Week low 30.60
P/E 15.39
Mkt Cap.(Rs cr) 40
Buy Price 44.00
Buy Qty 100.00
Sell Price 45.55
Sell Qty 17.00

Odyssey Technologies Ltd. (ODYSSEYTECH) - Director Report

Company director report

The Board of Directors are pleased to present their report on the business andoperations of your Company along with the Annual Report and audited financial statementsfor the financial year ended 31 March 2017.

FINANCIAL HIGHLIGHTS

Rs.in lakhs

Sl. No. Particulars Year ended 31 March 2017 Year ended 31 March 2016
1 Revenue from Operations (Net) 1191.19 1042.47
2 Other Income 64.94 62.35
3 Total Revenue 1256.13 1104.82
4 Operating Profit (PBIDT) 472.89 430.05
5 Finance Cost 30.18 3.35
6 Depreciation and Amortisation expense 53.98 44.09
7 Profit before tax 388.73 382.61
8 Tax expense 129.22 126.50
9 Net Profit for the year 259.51 256.11
10 Earnings per share 2.93 2.89
11 Total Loss carried forward (33.89) (293.40)

PERFORMANCE REVIEW

The Company's revenue from operations for the year under review increased to Rs.1191.19lakhs as compared to Rs. 1042.47 lakhs in the previous year signifying a growth of 14.27%.The Profit after Tax is at Rs. 259.51 lakhs as compared to Rs. 256.11 lakhs in theprevious year.

The net profit generated during the year has been added to general reserves which inturn has reduced the carried forward loss. The total loss carried forward for thefinancial year ended 31 March 2017 stands at Rs.33.89 lakhs.

DIVIDEND

Dividend on equity shares of the company for the year ended 31 March 2017 could not berecommended by your Directors in view of the carried forward loss from the previous years.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act 2013 ["the Act"] theBoard of Directors to the best of their knowledge and ability confirm that:

a. in the preparation of the annual accounts for the year ended 31 March 2017 theapplicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31 March 2017 and of the profit of theCompany for the year ended on that date;

c. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 andthat such internal financial controls are adequate and are operating effectively; and

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

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors including audit of internal financial controls over financialreporting by the statutory auditors and reviews performed by the management and the auditcommittee the Board of Directors is of the opinion that the Company's internal financialcontrols were adequate and effective during the financial year 2016-17.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

The shareholders of the Company at their 24 Annual General Meeting of the Company["AGM"] held on 18 September 2014 had accorded approval for the re-appointmentof Mr. B. Robert Raja Chairman and Managing Director of the Company ["CMD"] andMr. B. Antony Raja Whole-time Director of the Company ["WTD"] for a period ofthree years with effect from 1 April 2014 up to 31 March 2017 liable to retire byrotation by passing special resolutions pursuant to the provisions of the Act and theRules made thereunder. Therefore since their present tenure expires on 31 March 2017 itis proposed to re-appoint Mr. B. Robert Raja CMD and Mr. B. Antony Raja WTD & CFOfor a further period of three years with effect from 1 April 2017 up to 31 March2020liable to retire by rotation pursuant to the provisions of the Act and the Rules madethereunder.

Details of the proposed re-appointment of the abovementioned Directors are mentioned inthe Explanatory Statement pursuant to Section 102 of the Companies Act 2013 of the Noticeof the 27 AGM.

The Company has received declarations from all the Independent Directors of the Companyunder Section 149 (7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as prescribed both under Section 149 (6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ["SEBI ListingRegulations"].

There was no change in the composition of the Board of Directors during the year underreview.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with Rule 8 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Key ManagerialPersonnel of the Company as on 31 March 2017 are Mr. B. Robert Raja Chairman and ManagingDirector Mr. B. Antony Raja Whole-time Director & Chief Financial Officer and Ms K.V. Lakshmi Company Secretary. There has been no change in the Key Managerial Personnelduring the year under review.

BOARD MEETINGS

The Board of Directors met seven times during the financial year 2016-17. The meetingswere held on May 2 2016 May 25 2016 July 18 2016 September 15 2016 October 42016 November 9 2016 and January 24 2017. In order to transact urgent businessapproval of the Board/Committee were taken by passing resolutions through circulationpursuant to Section 175 of the Companies Act 2013 which were noted at the subsequentmeeting of the Board /Committee as the case may be. Further two meetings of the Board ofDirectors held on September 15 2016 and October 4 2016 were called at shorter notice totransact urgent business.

Further details regarding meetings of the Board and Committees are furnished in theCorporate Governance Report which forms a part of the Annual Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Companies Act2013 and corporate governance requirements as prescribed by SEBI Listing Regulations.

The performance of the Board was evaluated by the Board seeking inputs from alldirectors on the basis of criteria such as adequacy of the composition of the Board andits Committees Board culture effectiveness of board processes and performance ofspecific duties obligations and governance. The performance of the Committees wasevaluated by the Board on the basis of criteria such as composition of committeeseffectiveness of committee meetings etc. The individual Directors were evaluated onparameters such as level of engagement and contribution of the individual director to theBoard and committee meetings independence of judgment etc.

In a separate meeting of the independent directors held on January 24 2017performance of the non-independent directors and Board as a whole was reviewed andperformance of Chairman of the Company was reviewed after taking into account views ofExecutive Director. Performance evaluation of independent directors was done by the entireBoard excluding the independent director being evaluated.

POLICY ON DIRECTOR'S APPOINTMENT & REMUNERATION

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report. The Policy is also available on the website of theCompany at http://www.odysseytec.com/Documents/OtherDocs/Nomination_&_Remuneration_Policy.pdf.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms a part of the Annual Report. During the year under reviewall the recommendations made by the Audit Committee were accepted by the Board.

AUDITORS

Statutory Auditor

M/s B.B. Naidu & Co. Chartered Accountants Chennai (Firm Registration No.002291S) Statutory Auditors of the Company hold office till the conclusion of the 27Annual General Meeting of the Company. The Board has recommended the appointment of M/sSekar & Co. Chartered Accountants Chennai (Firm Registration No. 016269S)as theStatutory Auditors of the Company in their place for a term of five consecutive yearsfrom the conclusion of the 27 Annual General Meeting of the Company till the conclusion ofthe 32 Annual General Meeting to be held in the year 2022 for approval of shareholders ofthe Company based on the recommendations of the Audit Committee.

M/s. Sekar & Co. have confirmed their eligibility to the effect that theirappointment if made would be within the prescribed limits under the Act and that theyare not disqualified for appointment as Statutory Auditors of the Company.

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

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhad appointed M/s B. Ravi & Associates Practicing Company Secretaries to conductSecretarial Audit for the financial year 2016-17. The Secretarial Audit Report for thefinancial year ended March 31 2017 is annexed herewith as Annexure-I to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.

RISK MANAGEMENT

The Board of Directors has developed and implemented a Risk Management Policy for thecompany. The Board is responsible for reviewing the risk management plan and ensuring itseffectiveness. The Audit Committee additionally overviews the financial risks andcontrols. The Risk Management Policy is available on the website of the Company athttp://www.odysseytec.com/Documents/OtherDocs/Risk_ Management_Policy.pdf.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not made given or provided any loans or investment or guarantee orsecurity to any person or body corporate under the provisions of Section 186 of theCompanies Act 2013.

TRANSACTIONS WITH RELATED PARTIES

Information on transactions with related parties pursuant to Section 134 (3) (h) of theAct read with Rule 8 (2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is annexedherewith as Annexure-II to this Report.

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-III to this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Companies Act 2013 read withRule 5 (1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is annexed herewith as Annexure-IV to this Report. Pursuant to Companies(Appointment & Remuneration of Managerial Personnel) Amendment Rules 2016 dated 30June 2016 there are no employees drawing remuneration in excess of eight lakh and fiftythousand rupees per month or one crore and two lakh rupees per year during the year underreview.

CORPORATE GOVERNANCE

As required under Schedule V (C) of SEBI Listing Regulations a detailed report onCorporate governance with auditors' certificate thereon and Management Discussion andAnalysis Report are attached and forms part of this report.

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

The Company has formulated a Policy for Prevention of Sexual Harassment at Workplacepursuant to the requirements of the Sexual Harassment at Workplace (PreventionProhibition and Redressal) Act 2013 read with relevant Rules made thereunder.Accordingly Internal Complaints Committee ["ICC"] has been constituted forredressal of any sexual harassment complaint. The following is the summary of thecomplaints received and disposed off during the financial year 2016-17 :-

a) No. of complaints received : Nil
b) No. of complaints disposed : Nil

DEPOSITS FROM PUBLIC

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy technology absorption and foreignexchange earnings and outflow as required to be disclosed under Section 134 (m) of theCompanies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules 2014 is annexedherewith as Annexure-V to this Report.

STATE OF COMPANY'S AFFAIRS

Management Discussion and Analysis Report for the year under review as stipulated inRegulation 34 (2) (e) of SEBI Listing Regulations is given as a separate part of theannual report. It contains a detailed write up and explanation about the performance ofthe company.

SHIFTING OF REGISTERED OFFICE

The Company had shifted its registered office from A-E 8 Floor Gee Gee EmeraldNo.312 Valluvarkottam High Road Nungambakkam Chennai-600034 to 5 Floor Dowlath Towers63 Taylors Road Kilpauk Chennai- 600010 with effect from 1 December2016.

MATERIAL CHANGES & COMMITMENTS

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between 31 March 2017 and 3 August 2017.

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the Financial Year 2016-17 no order has been passed by any regulatoryauthorities or Courts impacting the going concern status and Company's operations infuture.

ACKNOWLEDGEMENT

Your directors express their grateful appreciation for the assistance and cooperationreceived from the Banks Government Authorities Customers Vendors and Shareholdersduring the year under review in aiding the smooth flow of operations. Continueddedication and sense of commitment shown by the employees at all levels during the yeardeserve special mention.

For and on behalf of the Board of Directors

Place: Chennai B Robert Raja
Date : August 3 2017 Chairman & Managing Director