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Odyssey Corporation Ltd.

BSE: 531996 Sector: Financials
NSE: N.A. ISIN Code: INE839E01023
BSE 00:00 | 11 Jun 1.94 0.04
(2.11%)
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1.99

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NSE 05:30 | 01 Jan Odyssey Corporation Ltd
OPEN 1.99
PREVIOUS CLOSE 1.90
VOLUME 81928
52-Week high 1.99
52-Week low 0.66
P/E 4.62
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.99
CLOSE 1.90
VOLUME 81928
52-Week high 1.99
52-Week low 0.66
P/E 4.62
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Odyssey Corporation Ltd. (ODYSSEYCORPN) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 25th Annual Report togetherwith audited statement of accounts of the Company for the year ended on 31stMarch 2020.

FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31 2020 (Standalone& Consolidated) is summarized below:-

PARTICULARS

STANDALONE

CONSOLIDATED

2019-20 2018-19 2019-20 2018-19
Total Income 45953339 232569947 46043039 232569947
Total Expenses 19179144 358246331 19289293 (125767883)
Profit/(Loss) before Tax 26774195 (125676384) 21174523 80500
Less: Tax expense 12499853 80500 5579233 (125687383)
Profit/ (Loss) after tax 14274342 (125595884) 4735 12323

There was no change in the nature of business of the company during the year.

The previous year figures have been restated rearranged regrouped and consolidatedto enable comparability of the current year figures of accounts with the relative previousyear's figures.

IMPACT OF COVID-19:

In the last month of FY 2019-20 the COVID-19 pandemic evolved rapidly into a globalcrisis forcing governments to enforce lock-downs on all activity. Due to country-widelockdown The Company's operations were hit significantly since 1st day of lockdown tillthe 2nd week of May 2020 when lockdown was gradually lifted.

The extent of Covid-19 and consequent lockdown directly impacted the length of theoperation and recovery cycle. However the Company is taking all necessary measures interms of mitigating the impact of the challenges being faced in the business. The Companyis working towards being resilient in order to sail through the current situation. TheCompany in the midst of the CoVID-19 might take a call to shut down the businessoperation.

DIVIDEND:

With a view to conserve the resources in long run your Directors have not recommendedany dividend for the year ended 31st March 2020.

TRANSFER TO RESERVE:

During the financial year there was no amount proposed to be transferred to theReserves.

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-A 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 B.

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.

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 C of this Report.

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

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 - D.

CORPORATE GOVERNANCE:

The report on Corporate Governance as required by SEBI (LODR) Regulations 2015 isattached separately in the Annual Report as ANNEXURE - E. All Board members and SeniorManagement personnel have affirmed compliance with the Code of Conduct for the year2019-20. A declaration to this effect signed by the Whole-Time Director of the Company iscontained in this Annual Report. The Whole-Time Director have certified to the Board withregard to the financial statements and other matters as required under Regulation SHARECAPITAL:

During the year under review the Company has not changed its capital structure during2019-20.

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.

LOANS INVESTMENT AND GUARANTEES BY THE COMPANY:

Particulars of Investment made/loan given under section 186 of the Companies Act 2013wherever applicable will form a part of the Notes to the financial statement.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review there is no significant and material order passed by theRegulators or Courts or

Tribunals impacting the going concern status and Company's operations.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relatetill the date of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of the Regulation 15(1) of the Securities and Exchange Board of India (ListingObligation and Disclosure Requirements) Regulations 2015 the provisions related toCorporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V are not applicableto the Company and hence the same is not given in the Report.

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 2020. 5(Five)
Chairman of Committees formed by Board of Other NIL
Companies on which he is a Director as on March 31 2020.
Members of Committees formed by Board of Other Alacrity Securities Limited
Companies on which he is a Director as on March 31 2020.

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.

? APPOINTMENT AND RESIGNATION OF DIRECTORS

During the period under review no new Directors have been Appointed on the Board of theCompany. Further During the period under review no Directors have resigned from theCompany.

SR NO. NAME OF THE DIRECTOR DIN CATEGORY/ DESIGNATION
1. Hiten Ramniklal Mehta 01875252 Whole-Time Director Chairperson &
2 Ankur Mahesh Mehta 06838230 Non-Executive Independent Director &
3 Prajakta Kaushik Damania 07625864 Non-Executive Independent Director &
4 Sameer Relia 01147315 Non-Executive Independent Director &

? RETIREMENT BY ROTATION

Mr. Hiten Ramniklal Mehta (DIN: 01875252) Executive Director of the Company is liableto retire by rotation at the forthcoming Annual General Meeting and being eligibleoffers himself for re-appointment. Your Directors recommends him for re-appointment.

? INDEPENDENT DIRECTORS

Independent Directors on your Company's Board have submitted declarations ofindependence to the effect that they meet the criteria of independence as provided inSection 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

? KEY MANAGERIAL PERSONS

The Present Composition of Key Managerial Personnel is as below:

SR NO NAME DESIGNATION DATE OF APPOINTMENT DATE OF CESSATION
1. Mr. Hiten Ramniklal Mehta Whole-Time Director 14th August 2012 NA
2. Mrs. Usha Tulsidas Abhade Chief Financial Officer 01st December 2015 NA
3. Ms. Surbhi Dhandharia Company Secretary 15th July 2020 NA

? DETAILS OF SHAREHOLDING OF THE BOARD OF DIRECTORS

NAME OF THE DIRECTOR DESIGNATION NUMBER OF EQUITY SHARES HELD
Mr. Hiten Ramniklal Mehta Whole-Time Director 48000
Sameer Relia Non-Executive - Independent Director NIL
Ankur Mehta Non-Executive - Independent Director NIL
Prajakta Kaushik Damania Non-Executive - Independent Director NIL

RESPONSIBILITIES & FUNCTIONS OF BOARD OF DIRECTORS

The Board of Directors of the listed entity shall have the following responsibilities:

(i) Disclosure of information:

a. Members of Board of Directors and key managerial personnel shall disclose to theBoard of directors whether they directly indirectly or on behalf of third parties havea material interest in any transaction or matter directly affecting the listed entity.

b. The Board of Directors and senior management shall conduct themselves so as to meetthe expectations of operational transparency to stakeholders while at the same timemaintaining confidentiality of information in order to foster a culture of gooddecision-making.

(ii) Key functions of the Board of Directors

a. Reviewing and guiding corporate strategy major plans of action risk policy annualbudgets and business plans setting performance objectives monitoring implementation andcorporate performance and overseeing major capital expenditures acquisitions anddivestments.

b. Monitoring the effectiveness of the listed entity's governance practices and makingchanges as needed.

c. Selecting compensating monitoring and when necessary replacing key managerialPersonnel and overseeing succession planning.

d. Aligning key managerial personnel and remuneration of board of directors with thelonger-term interests of the listed entity and its shareholders.

e. Ensuring a transparent nomination process to the board of directors with thediversity of thought experience knowledge perspective and gender in the board ofDirectors.

f. Monitoring and managing potential conflicts of interest of management members ofthe Board of Directors and shareholders including misuse of corporate assets and abuse inrelated party transactions.

g. Ensuring the integrity of the listed entity's accounting and financial reportingsystems including the independent audit and that appropriate systems of control are inplace in particular systems for risk management financial and operational control andcompliance with the law and relevant standards.

h. Overseeing the process of disclosure and communications. i. Monitoring and reviewingBoard of Director's evaluation framework.

(iii) Other responsibilities:

a. The Board of Directors shall provide strategic guidance to the listed entity ensureeffective monitoring of the management and shall be accountable to the listed entity andthe shareholders.

b. The Board of Directors shall set a corporate culture and the values by whichexecutives throughout a group shall behave.

c. Members of the Board of Directors shall act on a fully informed basis in goodfaith with due diligence and care and in the best interest of the listed entity and theshareholders.

d. The Board of Directors shall encourage continuing directors training to ensure thatthe members of Board of Directors are kept up to date. e. Where decisions of the Board ofDirectors may affect different shareholder groups differently the Board of Directorsshall treat all shareholders fairly.

f. The Board of Directors shall maintain high ethical standards and shall take intoaccount the interests of stakeholders.

g. The Board of Directors shall exercise objective independent judgment on corporateaffairs.

h. The Board of Directors shall consider assigning a sufficient number of non-executive members of the Board of Directors capable of exercising independent judgment totasks where there is a potential for conflict of interest.

i. The Board of Directors shall have ability to ‘step back' to assist executivemanagement by 44 challenging the assumptions underlying: strategy strategic initiatives(such as acquisitions) risk appetite exposures and the key areas of the listed entity'sfocus.

j. When committees of the Board of Directors are established their mandatecomposition and working procedures shall be well defined and disclosed by the Board ofDirectors.

k. Members of the Board of Directors shall be able to commit themselves effectively totheir responsibilities.

l. In order to fulfill their responsibilities members of the Board of Directors shallhave access to accurate relevant and timely information. m. The Board of Directors andsenior management shall facilitate the independent Directors to perform their roleeffectively as a member of the Board of Directors and also a member of a committee ofBoard of Directors.

MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review total Nine (9) meetings of the Board were held. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and the Listing Regulations.

SR.NO DATES OF BOARD MEETINGS
1. 29th May 2019
2. 30th May 2019
3. 13th August 2019
4. 05th September 2019
5. 30th September 2019
6. 14th November 2019
7. 08th January 2020
8. 12th February 2020
9. 24th February 2020
SR.NO NAME OF THE DIRECTOR DIN CATEGORY

BOARD MEETINGS

HELD ATTENDED
1. Hiten Ramniklal Mehta 01875252 Whole-Time Director 09 08
2. Ankur Mahesh Mehta 06838230 Non-Executive & Independent Director 09 09
3. Prajakta Kaushik Damania 07625864 Non-Executive & Independent Director 09 09
4. Sameer Relia 01147315 Non-Executive & Independent Director 09 09

DETAILS OF ANNUAL GENERAL MEETING:

FINANCIAL YEAR DATE VENUE RESOLUTIONS PASSED
2018-19 30th September 2019 3-HEMU CASTLE DADBHAI ROAD NEAR GOKLIBAI SCHOOL VILE PARLE WEST MUMBAI 400056 ? To Receive Consider And Adopt The Audited Balance Sheet As At March 31 2019 And The Profit And Loss Account For The Year Ended On That Date Together With The Schedules Thereon Along With The Reports Of The Directors And Auditors Thereon.
? To Appoint A Director In Place Of Hiten Ramniklal Mehta Managing Director (DIN: 01875252) Who Retires By Rotation And Being Eligible Offered Himself For Re-Appointment.
? To Consider The Appointment Of Mr. CLB & Associates Chartered Accountant As Statutory Auditors Of The Company And Fix Their Remuneration And In This Regard To Consider And If Thought Fit To Pass With Or Without Modification(S)
? Regularisation Of Additional Director Ms Prajakta Kaushik Damania By Appointing Her As Non-Executive Non- Independent Director Of The Company
? Regularisation Of Additional Director Mr Ankur Mahesh Mehta By Appointing Him As Nonexecutive - Independent Director Of The Company

EXTRA-ORDINARY GENERAL MEETING

During the year under review no Extra- Ordinary General Meetings of the Company washeld.

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.

AUDITORS:

M/s. CLB & ASSOCIATES Chartered Accountants hold office until the conclusion ofensuing annual General Meeting to be held in year 2022 and being eligible offer themselvesfor reappointment as Auditors of the Company. The Company has received letter from M/s.CLB & ASSOCIATES. Chartered Accountants to the effect that their appointment ifmade would be in the prescribed limit under 141(3)(g) of the Companies Act 2013 and thatthey are not disqualified for re appointment. The Notes in the Financial statementreferred to in the Auditor's report are self explanatory and do not call for any furthercomments

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 March2020 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 31stMarch 2020.

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 effective during FY 2019-20.

BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performanceits various committees and individual directors pursuant to the provisions of the Act andthe Corporate Governance requirements as prescribed under Regulation 17(10) 25(4) andother applicable provisions of the SEBI (LODR) Regulations.

Independent Directors:

The performance of each independent director was evaluated by the entire Board ofDirectors (in the absence of the director getting evaluated) on various parameters likeengagement leadership analysis decision making communication governance interest ofstakeholders etc. The Board was of the unanimous view that every Independent Director wasa reputed professional and brought his rich experience to the deliberations of the Board.The Board also appreciated the contribution made by all Independent Directors in guidingthe management to achieving higher growth and continuance of each independent director onthe Board will be in the interest of the Company.

Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. The various criteria considered for the purpose of evaluation includedleadership engagement transparency analysis decision making functional knowledgegovernance stakeholders etc. The Board was of the unanimous view that all thenon-independent directors were providing good business and people leadership

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 CATEGORY OF CHAIRMAN/MEMBER
DIRECTORS DIRECTORSHIP
Sameer Relia Non-Executive Independent Director Chairman
Ankur Mahesh Non-Executive Independent Member
Mehta Director
Hiten Ramniklal Whole-Time Director Member
Mehta

Terms of reference:

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

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

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

c. Recommending the appointment remuneration and terms of appointment of external

Auditor.

d. Review and monitor the auditor's independence and performance and effectiveness ofaudit process.

e. Approval or any subsequent modification of transactions of the company with relatedparties f. Scrutiny of inter-corporate loans and investments g. Valuation of undertakingsor assets of the Company wherever it is necessary. h. Monitoring the end use of fundsraised through public offers and related matters.

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

j. Reviewing periodically the adequacy of the internal control system.

k. Discussions with Internal Auditor on any significant findings and follow up thereon.

? 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 CHAIRMAN/MEMBER
Ankur Mahesh Mehta Non-Executive Independent Director Chairman
Sameer Relia Non-Executive Independent Director Member
Prajakta Kaushik Damania Non-Executive Independent Director Member

Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are asunder:a. Formulation of the criteria for determining the qualifications positive attributes andindependence of Director;

b. Devising a policy on Board diversity; c. Formulation of Remuneration policy; d.Review the structure size and composition of the Board; e. Identifying and selection ofcandidates for appointment as Directors;

f. Identifying potential individuals for appointment as Key Managerial Personnel andSenior

Management;

g. 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 CHAIRMAN/MEMBER
Prajakta Kaushik Damania Non-Executive Independent Director Chairman
Sameer Relia Non-Executive Independent Director Member
Hiten Ramniklal Mehta Whole-Time Director Member

SECRETARIAL AUDIT REPORT:

A Secretarial Audit Report for the year ended March 31 2020 in prescribed form dulyaudited by the Practicing Company Secretary Brijesh Shah & Co. Mumbai is annexedherewith as ANNEXURE-F and forming part of the report.

RESPONSIBILITIES OF COMPLIANCE OFFICER

The compliance officer of the listed entity shall be responsible for:

a. Ensuring conformity with the regulatory provisions applicable to the listed entityin letter and spirit. b. Co-ordination with and reporting to the Board recognized stockExchange and depositories with respect to compliance with rules regulations and otherdirectives of these authorities in manner as specified from time to time. c. Ensuring thatthe correct procedures have been followed that would result in the correctness

Authenticity and comprehensiveness of the information statements and reports filed bythe listed entity under these regulations. d. Monitoring email address of grievanceredressal division as designated by the listed entity for the purpose of registeringcomplaints by investors.

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.

STATEMENTSOF PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE

Information in accordance with the provisions of Section 134 (3)(m) of the Act readwith the Companies (Accounts) Rules 2014 regarding Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo during the reporting period is givenherein below:

A. CONSERVATION OF ENERGY Not Applicable
i. Steps taken or impact on conservation of energy. NIL
ii. Steps taken by the company for utilizing alternate sources NIL of energy.
iii. Capital investment on energy conservation equipment. NIL
B. TECHNOLOGY ABSORPTION Not Applicable
i. Efforts made towards technology absorption. NIL
ii. Benefits derived like product improvement cost reduction product development or import substitution. NIL
iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)- NIL
a) Details of technology imported.
b) Year of import.
c) Whether the technology has been fully absorbed.
d) If not fully absorbed areas where absorption has not taken place and thereasons thereof; and
e) Expenditure incurred on research & development.
C. FOREIGN EXCHANGE EARNINGS & OUTGO Amount in Rs.
2019-20 2018-19
i. Foreign Exchange Earnings in terms of actual inflows NIL NIL
ii. Foreign Exchange Outgo in terms of actual outflows NIL NIL
iii. Foreign Travelling NIL NIL

LISTING FEES:

The Annual Listing Fees for the Financial Year 2020-2021 have been paid to theaforesaid Stock Exchange.

NBFC LICENSE:

The Company had submitted application for surrender of NBFC License and the same is inprocess to receive approval from the concerned authority.

DEMATERIALIZATION OF SHARES AND LIQUIDITY:

As on 31st March 2020 39296260 equity shares constituting 99.75% of the paid-upequity capital of the Company stood dematerialized whereby shareholders have an option todematerialize their shares with either of the Depositories. Entire shareholding ofPromoters and Promoter Group is in dematerialized form. Status of Dematerialization ofEquity Shares as on March 31 2020 is as under:

Further the Company does not have any Equity shares lying in the Suspense Account.

PARTICULARS NO. OF SHARES % OF TOTAL PAID-UP CAPITAL
National Securities Depository Limited 13525264 34.33%
Central Depository Services (India) Limited 25770996 65.42%
Total Dematerialized 39296260 99.75%
Physical 97940 0.25%
Total 39394200 100%

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

SEBI vide circular dated 3rd June 2011 introduced SCORES i.e. SEBI ComplaintsRedress System the system of processing of investors complaints in a centralized web-basedcomplaints redress portal known as ‘SCORES'. The salient features of this system are:centralized database of all Complaints online upload Action Taken Reports (ATRs) byconcerned Companies and online viewing by investors of action taken on the complaints andits current status. The Company is registered with SEBI under the SCORES system and as ondate of the preparation of Annual Report the same is NIL.

CORPORATE IDENTIFICATION NUMBER

The Company's CIN as allotted by the Ministry of Corporate Affairs ("MCA") isL67190MH1995PLC085403.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

To create enduring value for all stakeholders and ensure the highest level of honestyintegrity and ethical behavior in all its operations the Company has formulated VigilMechanism Policy. This policy aspires to encourage all employees to report suspected oractual occurrence of illegal unethical or inappropriate events (behaviors or practices)that affect

Company's interest/image.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 and an Internal Complaints Committee has been set up to redresscomplaints received regarding Sexual Harassment at workplace with a mechanism of lodging& redress the complaints. All employees (permanent contractual temporary traineesetc.) are covered under this policy.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules 16 thereunder theCompany has not received any complaint of sexual harassment during the year under review.

Number of cases pending as on the beginning of the financial year Nil
Number of complaints filed during the financial year Nil
Number of cases pending for more than 90 days Nil
Number of cases pending at the end of end of the financial year Nil
Nature of action taken by the employer or District Officer NA

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.

COMPLIANCES REGARDING INSIDER TRADING

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 Directorsand designated employees have confirmed compliance with the Code.

COMPLIANCE OF 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 andissued from time to time by the Institute of

Company Secretaries of India in terms of Section 118(10) of the Companies Act 2013.

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.

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.

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.

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) Mumbai400056

By order of the Board

For Odyssey Corporation Limited

Sd/-

Hiten Ramniklal Mehta

Director

DIN- 01875252

Place: Mumbai

Date: 03.12.2020

Form No. MGT-9

EXTRACT OF ANNUAL RETURN (ANNEXURE - A)

As on the financial year ended on 31st March 2020

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

Sr. No Particulars Details
1. CIN L67190MH1995PLC085403
2. Registration Date 9th February 1995
3. Name of the Company Odyssey Corporation Limited
4. Category / Sub-Category of the Company Company limited by Shares Non-govt company
5. Address of the Registered office and contact details Shop No 3 Hemu Castle Dadabhai Road Near Gokhlibai School Vile Parle (West) Mumbai - 400056
6. Whether listed company Yes
Bigshare Services Pvt. Ltd
7. Name Address and Contact details of Registrar and Transfer Agent: 1st Floor Bharat Tin Works Building Opp. Vasant Oasis
Makwana RoadMarol Andheri
(East)MumbaiMaharashtra400059

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the Company
1 Commercial Loans 65923 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and Address of the Company CIN/GLN Holding/Subsidiary/Associate % of Shares Held Applicable Section
1 ODYSSEY INFRABUILD PRIVATE LIMITED U70109MH2011PTC218514 Subsidiary Company 80% Section 2(87)
2 ODYSSEY MEDIA AND ENTERTAINMENT PRIVATE LIMITED U74300MH2011PTC218469 Subsidiary Company 99.99% Section 2(87)
3 ODYSSEY GLOBAL PRIVATE LIMITED U51101MH2011PTC218563 Subsidiary Company 80% Section 2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of TotalEquity)

Category of Shareholders

No. of Shares held at the beginning of the year 31-03-2020

No. of Shares held at the end of the year 31-03-2019

% of Cha nge duri ng the year
Demat

Physica l

Total

% of Total

Demat

Physica l

Total

% of Total

A. Promoters
(1) Indian
(g) Individuals/ HUF 15122320

0

1512232 0

38.39

1512232 0

0

1512232 0

38.39

0 0
Sub Total (A)(1):- 15122320

0

1512232

38.39

1512232

0

1512232

38.39

(2) Foreign
(a) NRI Individuals 0

0

0

0.00

0

0

0

0.00

0
(b) Other Individuals 0
(c) Bodies Corp. 2189015

0

2189015

5.56%

2470124

0

2470124

6.27 %

0.71
(Alacrity Securities
Ltd)
(d) Banks / FI 0

0

0

0.00

0

0

0

0.00

0
(e) Any Other 0

0

0

0.00

0

0

0

0.00

0
Sub Total (A)(2):- 0

0

0

0.00

0

0

0

0.00

0
Total shareholding of (Promoter (A) = (A)(1)+(A)(2) 17311335

0

1731133 5

43.94%

1759244 4

0

1759244 4

44.66 %

0.7 2
B. Public
(1) Institutions Shareholding
(a) Mutual Funds 0

0

0

0.00

0

0

0

0.00

0
(b) Banks FI 0

0

0

0.00

0

0

0

0.00

0
(c) Central Govt 0

0

0

0.00

0

0

0

0.00

0
(d) State Govet(s) 0

0

0

0.00

0

0

0

0.00

0
(e) Venture Capital 0

0

0

0.00

0

0

0

0.00

0
(f) Insurance Funds 0

0

0

0.00

0

0

0

0.00

0
(g) FIIs

0

0

0

0.00

0

0

0

0.00

0

(h) Foreign Venture

0

0

0

0.00

0

0

0

0.00

0

(i)Others (specify)
Sub-total (B)(1):-

0

0

0

0.00

0

0

0

0.00

0

(2) Non-Institutions
(a) Bodies Corp.

0

0

0

0.00

0

0

0

0.00

0

(i) Indian

0

0

0

0.00

0

0

0

0.00

0

(ii) Overseas

0

0

0

0.00

0

0

0

0.00

0

(b) Individuals
(i)Individual shareholders holding nominal share capital up to Rs. 2 lakh

3546164

96740

3642904

9.25%

3770787

96740

3867527

9.82 %

(0.5 7)%

(ii)Individual shareholders holding nominal share capital in excess of Rs 2 lakh

10299008

0

1029900 8

26.14

1063001 5

0

1063001 5

26.98 %

0.8 4%

BHAMINI PARESH SHAH

410248

0

410248

1.04%

410248

0

410248

1.04 %

0

G LAKSHMI ARUNA

1800000

0

1800000

4.57%

1800000

0

1800000

4.57 %

0

SRINIVASULU VENKATA METRI

1000000

0

1000000

2.54%

1000000

0

1000000

2.54 %

0

V H SHAFI KUR REHMAN

794950

0

794950

2.02%

794950

0

794950

2.02 %

0

Any Other :

8139753

1200

8140953

20.67

7304214

0

7304214

18.54 %

2.13 %

i) Holding 1% and above :
COMPACT
AGENCIES PRIVATE LIMITED

452709

0

452709

1.15%

452709

0

452709

1.15 %

0

EARTHSTONE ENERGY & NATURAL RESOURCES LTD

505000

0

505000

1.28%

505000

0

505000

1.28 %

0

NILARYA TRADING PRIVATE LIMITED

1541980

0

1541980

3.91%

1541980

0

1541980

3.91 %

0

SORUS MEDIA AND ADVERTISEMENT

401335

0

401335

1.02%

401335

0

401335

1.02 %

0

PRIVATE LIMITED VAKKAL IMPEX PRIVATE LIMITED

600000

0

600000

1.52%

600000

0

600000

1.52 %

0
YESHA DEVELOPERS LLP

465000

0

465000

1.18%

465000

0

465000

1.18 %

0
*N.R.I. (REPAT)

12331

0

12331

0.03%

12331

0

12331

0.03 %

0
*N.R.I.

1000

0

1000

0.00%

1000

0

1000

0.00 %

0
*Foreign Corporate

0

0

0

0.00

0

0

0

0.00

0
* Trust

0

0

0

0.00

0

0

0

0.00

0
*HUF

0

0

0

0.00

0

0

0

0.00

0
* Employee

0

0

0

0.00

0

0

0

0.00

0
*Clearing Members

226955

0

226955

0.58%

226955

0

226955

0.58 %

0
* Partnership Firm

100

0

100

0.00%

100

0

100

0.00 %

0
*Depository Receipts

0

0

0

0.00

0

0

0

0.00

0
Total Public Shareholding (B) = (B)(1)+(B)(2)

21984925

97940

220828 65

56.06%

2170381 6

97940

2180175 6

55.34 %

0.7 2%
C. TOTSHR held by Custodian for GDRs & ADRs

0

0

0

0.00

0

0

0

0.00

0
Grand Total (A + B + C)

39296260

96740

393942 00

100%

392962 60

97940

393942 00

100%

0%

(i) Shareholding of Promoters

SL No Shareholde r's Name Shareholding at beginning of the year 30/03/2019 Shareholding at the end of the year 31/03/2020
No of Shares % of total Shares of the Compa ny % of Shares pledged/encumb ered to total Shares No of Shares % of total Shares of the Compa ny % of Shares pledged/encumbe red to total Shares % Chan ge
1 Hemanshu Ramniklal Mehta Hiten 10120 0.0257 0.0000 10120 0.0257 0.0000

0.000 0

2 Ramniklal Mehta Bina 48000 0.1218 0.0000 48000 0.1218 0.0000

0.000 0

3 Himanshu Mehta Alacrity 200000 0.5077 0.0000 200000 0.5077 0.0000

0.000 0 -

4 Securities Limited 444630 1.1287 0.0000 163521 0.4151 0.0000 0.713 6
5 Alacrity Securities Limited Alacrity 600000 1.5231 0.0000 600000 1.5231 0.0000 0.000 0
6 Securities Limited Pooja 142549 4 3.6185 0.0000 1425494 3.6185 0.0000

0.000 0

7 Hemanshu Mehta 148642 00 37.732 0 0.0000 1486420 0 37.732 0 0.0000

0.000 0

TOT AL 175924 44 44.657 5 17311335 43.943 9 - 0.713 6

(ii) Change in Promoters' Shareholding (please specify if there is no change):

SR NO Name

Shareholding

Date Increase/Decrease in Shareholding Reason

Cumulative Shareholding during the year

No. of Shares At the Beginning (30/03/2019)/ end of the year (31/03/2020) % total Shares of the Compnay No of Shares % total Shares of the Compnay
1 POOJA HEMANSHU MEHTA 14864200 37.73 30- Mar- 2019 14864200 37.73
14864200 37.73 31- Mar- 2020 14864200 37.73
2 ALACRITY SECURITIES LIMITED 2470124 6.27 30- Mar- 2019 2470124 6.27
6.27 05- Apr- 2019 -10 Sell 2470114 6.27
6.27 30- Aug- 2019 -200 Sell 2469914 6.27
5.56 30- Sep- 2019 -280899 Sell 2189015 5.56
2189015 5.56 31- Mar- 2020 2189015 5.56
3 BINA HIMANSHU MEHTA 200000 0.51 30- Mar- 2019 200000 0.51
200000 0.51 31- Mar- 2020 200000 0.51
4 HITEN RAMNIKLAL MEHTA 48000 0.12 30- Mar- 2019 48000 0.12
48000 0.12 31- Mar- 2020 48000 0.12
5 HEMANSHU RAMNIKLAL MEHTA 10120 0.03 30- Mar- 2019 10120 0.03
10120 0.03 31- Mar- 2020 10120 0.03

(iii) Shareholding Pattern of top ten Shareholders (other than DirectorsPromoters and Holders of GDRs and ADRs):

SR NO Name

Shareholding

Date Increase/Decrease in Shareholding Reason

Cumulative Shareholding during the year

No. of Shares At the Beginning (30/03/2019)/ end of the year (31/03/2020) % total Shares of the Compnay No of Shares % total Shares of the Compnay
1 G LAKSHMI ARUNA 1800000 4.57 30- Mar- 2019 0 1800000 4.57
0.00 29- Feb- 2020 -1800000 Sell 0 0.00
4.57 06- Mar- 2020 1800000 Buy 1800000 4.57
1800000 4.57 31- Mar- 2020 0 1800000 4.57
2 NILARYA TRADING PRIVATE LIMITED 1541980 3.91 30- Mar- 2019 0 1541980 3.91
0.00 29- Feb- 2020 -1541980 Sell 0 0.00
3.91 06- Mar- 2020 1541980 Buy 1541980 3.91
1541980 3.91 31- Mar- 2020 0 1541980 3.91
3 SRINIVASULU VENKATA METRI 1000000 2.54 30- Mar- 2019 0 1000000 2.54
1000000 2.54 31- Mar- 2020 0 1000000 2.54
4 V H SHAFI KUR REHMAN 794950 2.02 30- Mar- 2019 0 794950 2.02
0.00 29- Feb- 2020 -794950 Sell 0 0.00
2.02 06- Mar- 2020 794950 Buy 794950 2.02
794950 2.02 31- Mar- 2020 0 794950 2.02
5 VAKKAL IMPEX PRIVATE LIMITED 600000 1.52 30- Mar- 2019 0 600000 1.52
0.00 29- Feb- 2020 -600000 Sell 0 0.00
1.52 06- Mar- 2020 600000 Buy 600000 1.52
600000 1.52 31- Mar- 2020 0 600000 1.52
6 EARTHSTONE ENERGY & NATURAL RESOURCES LTD 505000 1.28 30- Mar- 2019 0 505000 1.28
505000 1.28 31- Mar- 2020 0 505000 1.28
7 YESHA DEVELOPERS LLP 465000 1.18 30- Mar- 2019 0 465000 1.18
0.00 29- Feb- 2020 -465000 Sell 0 0.00
1.18 06- Mar- 2020 465000 Buy 465000 1.18
465000 1.18 31- Mar- 2020 0 465000 1.18
8 COMPACT AGENCIES PRIVATE LIMITED 452709 1.15 30- Mar- 2019 0 452709 1.15
452709 1.15 31- Mar- 2020 0 452709 1.15
9 BHAMINI PARESH SHAH 410248 1.04 30- Mar- 2019 0 410248 1.04
0.00 29- Feb- 2020 -410248 Sell 0 0.00
1.04 06- Mar- 2020 410248 Buy 410248 1.04
410248 1.04 31- Mar- 2020 0 410248 1.04
10 SORUS MEDIA AND ADVERTISEMENT PRIVATE LIMITED 401335 1.02 30- Mar- 2019 0 401335 1.02
1.02 30-Sep- 2019 6 Buy 401341 1.02
0.00 29-Feb- 2020 -401341 Sell 0 0.00
1.02 06- Mar- 2020 401341 Buy 401341 1.02
401341 1.02 31-Mar- 2020 0 401341 1.02

(iv) Shareholding of Directors and Key Managerial Personnel:

Sl. No. Shareholding at the beginning of the year Cumulative Shareholding during the Year
For Each of the Directors and KMP No. of shares % of total shares of the company No. of shares % of total shares of the Company
(1) HITEN RAMNIKLAL MEHTA
At the beginning of the year 48000 0.12% 48000 0.12%
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): NIL NIL NIL NIL
At the End of the year 48000 0.12% 48000 0.12%
(2) SAMEER RELIA NIL NIL NIL NIL
At the beginning of the year
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): NIL NIL NIL NIL
At the End of the year NIL NIL NIL NIL
(3) PRAJAKTA KAUSHIK DAMANIA NIL NIL NIL NIL
At the beginning of the year
Date wise Increase / Decrease in Share NIL NIL NIL NIL
holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): NIL NIL NIL NIL
At the End of the year
(4) ANKUR MAHESH MEHTA NIL NIL NIL NIL
At the beginning of the year
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): NIL NIL NIL NIL NIL NIL NIL NIL
At the End of the year

V. INDEBTNESS

Indebtness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans Excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtness at the beginning of the financial year
i) Principal Amount 921336 0 921336
0
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 921336 0 0 921336
Change in Indebtness during the financial year
Addition NIL 5600000 0 5600000
Reduction 748437 3000000 0 3748437
Net Change Indebtness at the end of the financial year 748437 2600000 0 1851563
i) Principal Amount 172899 NIL NIL 2772899
ii) Interest due but not paid 0 NIL NIL NIL
iii) Interest accrued but not due 0
Total (i+ii+iii) 172899 NIL NIL 2772899

Remuneration To Managing Director Whole-Time Directors And/Or Manager:

Sl. No. Particulars of Remuneration Mr. HITEN RAMNIKLAL MEHTATotal Amount
Executive Director-Chairperson
1. Gross salary 75000/- P.M. 900000/- P.A.
(a)Salary as per provisions contained section17(1) of the Income-tax Act 1961 in
(b)Value of perquisites u/s 17(2) Income-tax Act 1961 NIL - NIL
(c)Profits in lieu of salary under section 17(3) Income- tax Act1961 NIL NIL
2. Stock Option N.A. N.A.
3. Sweat Equity N.A. N.A.
4. Commission
As % ofprofit NIL- NIL
othersspecify…
5. Others please specify NIL NIL
6. Total(A) 75000/-P.M. 900000/- P.A.

Remuneration To Other Directors:

Sl. Particulars NAME OF DIRECTOR Total Amount
No. Remuneration Mr. RELIA SAMEER Mr. ANKUR MEHTA MAHESHMs. PRAJAKTA KAUSHIK DAMANIA
Independent Directors
Fee for attending board committee meetings NIL NIL NIL NIL
Commission NIL NIL NIL NIL
Others please specify
Total (1) NIL NIL NIL NIL
Other Non-Executive
Directors
Fee for attendingboard committee meetings NIL NIL NIL NIL
Commission
Others please specify NIL NIL NIL
(Consultancy fees) NIL
Total(2) NIL NIL NIL NIL
Total(B)=(1+2) NIL NIL NIL NIL

Remuneration To Key Managerial Personnel Other Than Md/Manager/Wtd

Sl. No. Particulars of Remuneration

Key Managerial Personnel

CEO Company Secretary (Aagavi Boadra) Company Secretary Mr. Praveen Kumar Gupta CFO (USHA TULSIDAS ABHADE) Total
1 Gross salary 0 51600 56000 207000 314600
Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
Value of perquisites u/s 17(2) Income-tax Act 1961
Profits in lieu of salary under section 17(3) Income tax Act 1961
2 Stock Option 0 0 0 0 0
3 Sweat Equity 0 0 0 0 0
4 Commission 0 0 0 0
- as % of profit 0
- Others specify… 0 0 0 0
5 Others please specify 0
Total 51600 56000 207000 314600

A. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C. OTHER OFFICERS IN DEFAULT
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL

By order of the Board

For Odyssey Corporation Limited

Sd/-Hiten Ramniklal Mehta

Director

DIN- 01875252

Place: Mumbai Date: 03.12.2020

.