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Odyssey Technologies Ltd.

BSE: 530175 Sector: IT
NSE: N.A. ISIN Code: INE213B01019
BSE 00:00 | 15 Oct 20.00 -1.65
(-7.62%)
OPEN

19.70

HIGH

23.70

LOW

19.55

NSE 05:30 | 01 Jan Odyssey Technologies Ltd
OPEN 19.70
PREVIOUS CLOSE 21.65
VOLUME 1189
52-Week high 38.70
52-Week low 17.35
P/E 8.58
Mkt Cap.(Rs cr) 18
Buy Price 20.00
Buy Qty 200.00
Sell Price 21.90
Sell Qty 50.00
OPEN 19.70
CLOSE 21.65
VOLUME 1189
52-Week high 38.70
52-Week low 17.35
P/E 8.58
Mkt Cap.(Rs cr) 18
Buy Price 20.00
Buy Qty 200.00
Sell Price 21.90
Sell Qty 50.00

Odyssey Technologies Ltd. (ODYSSEYTECH) - Auditors Report

Company auditors report

To the Members of

ODYSSEY TECHNOLOGIES LIMITED

Report on the Financial Statements

Opinion

We have audited the accompanying Ind AS financial statements of ODYSSEY TECHNOLOGIESLIMITED ("the Company") which comprise the Balance Sheet as at March 312018 and the Statement of Profit and Loss(including the statement of other comprehensiveincome) Statement of Changes in Equity and Statement of Cash Flows for the year thenended including a summary of significant accounting policies and other explanatoryinformation (hereinafter referred to as "financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2018 and its profit total comprehensive income changes in equity and its cash flowsfor the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion.

Responsibility of the Management for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to preparation andpresentation of these financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income changes in equityand cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS)specified under Section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended and other accounting principles generally accepted inIndia .

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditor's Responsibility for Audit of the Financial Statements

Our responsibility is to express an opinion on these financial statements based on ouraudit.

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder and the Orderissued under Section 143(11) of the Act.

The Standards of Auditing specified under Section 143 (10) of the Act require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditors' judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal control relevant to the Company's preparation of the financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made bythe Company's Directors as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure-A a statement on the matters specified in paragraphs 3and 4 of the Order.

2. As required by section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c) The Balance Sheet Statement of Profit and Loss including other comprehensiveincome Statement of Changes in Equity and the Statement of Cash Flows dealt with by thisReport are in agreement with the books of account. d) In our opinion the aforesaidfinancial statements comply with the Indian Accounting Standards (Ind AS) specified underSection 133 of the Act ; e) On the basis of written representations received from thedirectors as on March 31 2018 and taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2018 from being appointed as a director interms of section 164(2) of the Act; .

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and operating effectiveness of such controls refer to ourseparate report in Annexure B. Our report expresses an unmodified opinion on the adequacyand operating effectiveness of the Company's internal financial controls over financialreporting and

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

(i) there are no pending financial litigations on its financial position in itsfinancial statements.

(ii) there are no long term contracts for which provision need to be made.

(iii) the company has no unpaid dividends that is required to be transferred to theInvestors Education and Protection fund.

3. Other Matter

The comparative financial information of the company for the year ended 31 March 2017and the transition date opening balance sheet as on 1 April 2016 prepared in accordancewith Ind AS included in these Ind AS financial statements have been audited by thepredecessor auditor who had audited the financial statements for the relevant periods. Thereport of the predecessor auditor on the comparative financial information and the openingbalance sheet dated 1 April 2016 expressed an unmodified opinion.

ANNEXURE-A TO THE AUDITORS' REPORT

The Annexure referred to in Para 1 of our Independent Auditors' Report to the membersof the Company on the financial statements for the year ended 31 March 2018:

(i) In respect of Company's fixed assets :

(a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner in our opinion the periodicity ofphysical verification is reasonable having regard to the size of the company and thenature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of ourexaminations of the records of the company the title deeds of immovable properties areheld in the name of the Company.

(ii) The Company is a service company primarily rendering software services.Accordingly it does not hold any physical inventories. Thus paragraph 3(ii) of the Orderis not applicable to the Company.

(iii) The Company has not granted any loan to Companies firms or parties covered inthe register maintained under Section 189 of the Companies Act 2013.

(iv) In our opinion and according to the information and explanations given to us theCompany has not given any loans and has not made any investments in accordance with theprovisions of Section 185 and 186 of the Act. Thus paragraph 3(iv) of the Order is notapplicable to the Company.

(v) During the year the company has not accepted deposits from the public. Thereforeparagraph 3 (v) of the Order is not applicable to the Company.

(vi) The Central Government has not specified maintenance of cost records under Section148(1) of the Companies Act 2013 for the business activities carried out by the company.Thus reporting under paragraph 3 (vi) of the Order is not applicable to the Company.

(vii) (a) According to the records of the Company the Company is regular in depositingundisputed statutory dues including Provident Fund Employees' State InsuranceIncome-Tax Sales-Tax Service Tax Goods and Services Tax Duty of Customs Duty ofExcise Value added Tax Cess and any other statutory dues to the appropriate authorities.

(b) According to the information and explanation given to us no undisputed amountspayable in respect of Provident Fund Employees' State Insurance Income-Tax Sales-TaxService Tax Goods and Services Tax Duty of Customs Duty of Excise Value added TaxCess and any other material statutory dues were in arrears as at 31 March 2018 for aperiod of more than six months from the date they became payable.

(c) According to the information and explanations given to us there are no amountspayable disputed in respect of Income Tax Sales Tax Service Tax Duty of Customs Dutyof Excise Value added Tax.

(viii)In our opinion and according to the information and explanation given to us thecompany has not defaulted in the payment of loans or borrowings to the banks. There are noloans or borrowings from government financial institutions and debenture holders.

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3(ix) of the Order is not applicable to the Company.

(x) According to the information and explanations given to us no fraud by the companyor no material fraud on the Company by its officers or employees has been noticed orreported during the course of our audit.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

(xii)In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review. Hence reporting under paragraph 3 (xiv) of the Order is notapplicable to the Company.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected to its directors and hence provisions ofSection 192 of the Companies Act 2013 are not applicable to the Company.

(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

ANNEXURE B TO THE AUDITORS' REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of ODYSSEYTECHNOLOGIES LIMITED ("the Company") as of 31 March 2018 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India ('ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") issued by ICAI and the Standards on Auditing prescribedunder Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For M/s. Sekar & Co.
Chartered Accountants
Firm Regn. No: 016269S
(Arun Kumar Ghadei)
Chennai Partner
22 May 2018 M.No: 230158