The Board of Directors ("Board") of ODYSSEY CORPORATION LIMITED ("TheCompany") with immense pleasure present their Report on the business and operationsof your company together with the audited financial statements for the financial yearended 31st March 2021.
The Company's performance during the financial year ended 31st March 2021 issummarized in the following table.
|Particulars ||Year ended 31st March 2021 (Standalone) ||Year ended 31st March 2020 (Standalone) ||Year ended 31st March 2021 (Consolidated) ||Year ended 31st March 2020 (Consolidated) |
|Total Revenue ||281789255 ||45953339 ||189290712 ||5405754 |
|Profit Before tax ||86785535 ||26774195 ||85144208 ||26753746 |
|Profit After tax ||64850452 ||14274342 ||62887843 ||5574488 |
|Total Comprehensive Income for the period ||65541606 ||5895815 ||63578997 ||-2804039 |
STATE OF AFFAIRS/ COMPANY'S PERFORMANCE
During the year under review the Company recorded total revenue of Rs. 281789255/-against Rs. 45953339/- in the previous year. The Company has earned a TotalComprehensive Income of Rs. 65541606/- as compared to Total Comprehensive Income of Rs.5895815/- in the previous year.
Your Directors would like to use the profits earned for improving business and hence donot propose any dividend for the financial year under review.
TRANSFER TO RESERVES
No amount has been transferred to reserves and the profit for the year has beenretained in the profit and loss account.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provision of Section 125 of Companies Act 2013 is not applicable as the Companydid not declare any dividend.
During the year under review there is no change in the capital structure of theCompany.
LISTING OF EQUITY SHARES
The securities of the Company are listed on BSE Limited Further the Company has noequity shares carrying differential voting rights.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year under review your Company has not made any investment given any loanor guarantee falling within the meaning of section 186 of the Companies Act 2013 and therules made thereunder.
During the year under review your company has not accepted any deposits falling withinthe meaning of Section 73 of Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
During the year the Company had not entered into any contract/arrangement/transactionswith related parties which could be considered as material. All transactions entered in towith Related Parties as defined under the Companies Act 2013 during the financial yearwere in the ordinary course of business do not attract the provisions of Section 188 ofthe Companies Act 2013.
The related party transactions as approved by the Board are disclosed in ANNEXURE I.
SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
The details Statement containing salient features of the financial statement ofSubsidiaries are disclosed in ANNEXURE I. The Consolidated Financial Statement ofyour Company form part of this Annual Report. Annual Report of your Company does notcontain the Financial Statements of its Subsidiary. The Subsidiary Companies AuditedAccounts are available on the Company's Website: www.odysseycorp.in.
Risk management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events. The company has initiated a process ofpreparing a comprehensive risk assessment and minimization procedures. The major risks arebeing identified by the company in areas of operations financial processes humanresources and statutory compliance.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION. ANDREDRESSAL) ACT 2013.
Your Company has always provided a safe and harassment free workplace for everyindividual especially for women in its premises through various policies and practices.Your company has been actively involved in ensuring that the clients and all the employeesare aware of the provisions of the POSH Act and rights thereunder. There was no complaintreceived by the Company during the financial year 2020-2021 under the aforesaid Act.
NUMBER OF BOARD MEETINGS DURING THE YEAR
During the year under review five meetings of the board were held in compliance withthe provisions of the Companies Act 2013 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Secretarial Standards on Board Meeting.
COMMITTEES OF THE BOARD
As on 31st March 2021 the Board constituted the Audit Committee Nomination andRemuneration Committee and Stakeholder Relationship Committee. A detailed note on thecomposition of the Board and its committees is provided in the Corporate GovernanceReport. In addition the Board constitutes other committees to perform specific roles andresponsibilities as may be specified by the Board from time to time.
Your company will continue to uphold the true spirit of Corporate Governance andimplement the best governance practices. A report on Corporate Governance pursuant to theprovisions of Corporate Governance Code stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is enclosed as ANNEXURE II. The completedetails of the various board committees are also provided therein along with SecretarialAuditors' Certificate regarding compliance of conditions of corporate governance.
COMPLIANCE WITH THE SECRETARIAL STANDARDS
The relevant Secretarial Standards issued by the Institute of Company Secretaries ofIndia (ICSI) related to the Board Meetings and General Meeting have been complied with bythe Company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Nomination and Remuneration Committee has adopted a policy as per Section 178(3) ofthe Companies Act 2013 for determination of remuneration and the manner of selection ofthe Board of Directors CS and CFO & Managing Director and their remuneration.
Criteria for selection of Non-Executive Director.
The Non-Executive Directors shall be of high integrity with relevant expertiseand experience in the fields of Service Industry Manufacturing Marketing Finance andTaxation Law Governance and General Management.
In case of appointment of independent directors the committee shall satisfyitself with regard to the criteria of independence of the directors vis-a-vis the companyso as to enable the board to discharge its function and duties effectively.
The committee shall ensure that the candidate identified for appointment as adirector is not disqualified for appointment under Section 164 of the Companies Act 2013.
The committee shall consider the following attributes whilst recommending tothe board the candidature for appointment as director:
Qualification expertise and experience of the directors in their respectivefields;
Personal professional or business standing;
Diversity of the Board.
In case of re-appointment of Non-Executive Directors the Board shall take intoconsideration the performance evaluation of the Directors and their engagement level.
The Non-Executive Directors shall not be entitled to receive remuneration except by wayof sitting fees reimbursement of expenses for participation in the board/committeemeetings and commission as approved by the Board of Directors. The independent directorsof the company shall not be entitled to participate in the Stock Option Scheme of thecompany. The aggregate commission payable if any to the Non-Executive Directors will bewithin the statutory limits.
Criteria for selection/appointment of Managing Director Executive Director CS and CFO
For the purpose of selection of the Managing Director Executive Director CS and CFOthe Committee shall identify persons of integrity who possess relevant expertiseexperience and leadership qualities required for the position. The Committee will alsoensure that the incumbent fulfils such other criteria with regard to age and otherqualifications as laid down under Companies Act 2013 or other applicable laws.
Remuneration to Managing Director and Executive Director
At the time of appointment or re-appointment the Executive Director andManaging Director shall be paid such remuneration as may be mutually agreed between theCompany (which includes the Committee and the Board of Directors) and the ExecutiveDirector/ Managing Director within the overall limits prescribed under the Companies Act2013.
The remuneration shall be subject to the approval of the members of the Companyin General Meeting in compliance with the provisions of the Companies Act 2013.
Remuneration Policy for the Senior Management Employees including CFO & CS
In determining the remuneration of Senior Management Employees the committee shallensure/consider the following:
The relationship between remuneration and performance benchmark;
The balance between fixed and variable pay reflecting short and long-termperformance appropriate to the working of the company and its goals as mutually agreed.
The policy relating to remuneration of Directors Key Managerial Personnel SeniorManagement and other employees is available on the website of the Company.
BOARD EVALUATION AND ASSESSMENT
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual Directors pursuant to the provisions of the Sections 134178 and Schedule IV of the Companies Act 2013. Evaluation was done after taking intoconsideration inputs received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committeesperformance of specific duties independence ethics and values attendance andcontribution at meetings etc.
The performance of the Independent Directors was evaluated individually by the Boardafter seeking inputs from all the directors on the effectiveness and contribution of theIndependent Directors.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members based on the criteria such as the composition of Committeeseffectiveness of Committee meetings etc.
The Board reviewed the performance of the individual Directors on the basis of thecontribution of the individual Director during Board and Committee meetings.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors and the performance of the Chairman was evaluated taking into account theviews of executive directors and non-executive directors. The Independent Directors alsoassessed the quality frequency and timeliness of flow of information between the Boardand the management that is necessary for effective performance.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED RESIGNED ORRE-DESIGNATED
During the financial year under review:
1- Mr. Hiten Ramniklal Mehta was appointed as Managing Director by the Members in theAnnual General Meeting held on 26th December 2020.
2- Mrs. Aagvi Botadra resigned as Company Secretary & Compliance officer of theCompany with effect from 30th June 2020.
3- Ms. Surbhi Dhandharia was appointed as Company Secretary & Compliance officer ofthe Company with effect from 15th July 2020.
DECLARATION BY THE INDEPENDENT DIRECTORS
During the year under review the independent directors of the company have submittedtheir disclosures to the board that they fulfill all the requirements as stipulated inSection 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 so as to qualify themselves to be appointedas independent directors under the provisions of the Companies Act 2013 and the relevantrules.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
i. In preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
ii. The directors have 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 ;
iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
iv. The directors have prepared the annual accounts on a going concern basis;
v. The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively;
vi. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and effective.
Further there are no more qualifications reservations or adverse remarks made by thestatutory auditor/secretarial auditor in their respective reports.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2021 is available on the Company's website at http://www.odysseycorp.in
CORPORATE SOCIAL RESPONSIBILITY
Based on the audited financial of 31st March 2021 the provisions section135 of the Companies Act 2013 is applicable to the company in the current financial year.The Board of Directors has constituted Corporate Social Responsibility (CSR) Committee inaccordance with the provisions of section 135 of the Companies Act 2013.
PARTICULARS OF EMPLOYEES
The information required under section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is presented in a separate section forming part of this Annual Report as ANNEXURE IV.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review as stipulatedin SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate section forming part of this annual report as ANNEXURE V.
M/S CLB & Associates Chartered Accountants (Firm Registration No. 124305W)Mumbai were appointed as Statutory Auditor of the Company at the 24th Annual GeneralMeeting held on 30th September 2019.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company have appointed M/s Jaymin Modi & Co. Practicing Company SecretariesMumbai to conduct the Secretarial Audit for the financial year 2020-2021. The SecretarialAudit Report for the year 2020-21 issued by him in the prescribed form MR-3 is attached asANNEXURE VI to this Report. The said Secretarial Audit Report does not contain anyqualification reservation adverse remark or disclaimer made by the Secretarial Auditor.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
The statutory auditors' report and secretarial auditors' report do not contain anyqualifications reservations or adverse remarks. During the year the statutory auditorand secretarial auditors have not reported any instances of frauds committed in theCompany by its officers or employees to the Audit Committee under section 143(12) of theCompanies Act2013.
INTERNAL FINANCIAL CONTROL
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. Based on the audit reports your Company undertakescorrective action in their respective areas and strengthens the controls. The Board ofDirectors of the Company have adopted various policies like Related Party Transactionspolicy Whistle Blower Policy code of conduct for regulating monitoring and reportinginsider trading and such other procedures for ensuring the orderly and efficient conductof its business prevention and detection of frauds and errors accuracy and completenessof the accounting and timely preparation of financial information.
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 financial year under review there were no significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in the future.
In pursuance of the provisions of Section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (LODR) Regulations2015 a Vigil Mechanism for directors andemployees to report genuine concerns has been established. The Policy on vigil mechanismi.e whistle blower policy may be accessed on the Company's website.
The policy provides for a framework and process for the employees and directors toreport genuine concerns or grievances about leakage of unpublished price sensitiveinformation (UPSI) illegal and unethical behavior to the Chairman of the Audit Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) CONSERVATION OF ENERGY
i) The steps taken or impact on conservation of energy: NIL
ii) The steps taken by the company for utilizing alternate sources of energy: NIL
iii) The capital investment on energy conservation equipments: NIL
(B) TECHNOLOGY ABSORPTION
i) The efforts made towards technology absorption: NIL
ii) The benefits derived like product improvement cost reduction product developmentor import substitution:
Better economy reduction in emission & clean operation
iii) Incase of imported technology (imported during the last year reckoned from thebeginning of the financial year): NIL
The details of technology imported: NIL
The year of import: NIL
Whether the technology fully absorbed: NIL
If not fully absorbed areas where absorption has not taken place and thereasons thereof; and: NIL
iv) The expenditure incurred on Research and Development: NIL
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review Foreign Exchange Earnings and Outgo are as under:-
|Particulars ||2021 ||2020 |
|Foreign Exchange earned ||Nil ||Nil |
|Foreign Exchange used ||Nil ||Nil |
Your directors place on record their gratitude to the Central Government various StateGovernments and Company's Bankers and advisors for the valuable advice guidanceassistance cooperation and encouragement they have extended to the Company from time totime. The Directors also take this opportunity to thank the company's customers suppliersand shareholders for their consistent support to the Company.
We place on record our appreciation of the contribution made by our employees at alllevels. Our consistent growth was made possible by their hard work solidaritycooperation and support.
| ||By order of the Board |
| ||For ODYSSEY CORPORATION LIMITED |
| ||Sd/- |
| ||Mr. Hiten Ramniklal Mehta |
|Date: 09th September 2021 ||Chairman & Wholetime Director |
|Place: Mumbai ||DIN: 01875252 |