To the Members
The Directors present the Annual Report of Odyssey Technologies Limited ("theCompany" or "Odyssey") along with the Audited Financial Statements for thefinancial year ended 31st March 2021.
|Sl. No. Particulars ||Financial Year 2020-21 ||Financial Year 2019-20 |
|01. Revenue from Operations (Net) ||1659.07 ||1764.73 |
|02. Other Income ||76.11 ||81.38 |
|03. Total Income ||1735.18 ||1846.11 |
|04. Operating Profit (PBIDT) ||629.53 ||547.24 |
|05. Finance Cost ||31.08 ||50.00 |
|06. Depreciation and Amortisation expense ||362.96 ||414.88 |
|07. Profit before tax ||235.49 ||82.36 |
|08. Tax expense ||42.35 ||37.01 |
|09. Net Profit for the year ||193.14 ||45.35 |
|10. Other Comprehensive Income/(Losses) ||6.31 ||(23.03) |
|11. Total Comprehensive Income for the period ||199.45 ||22.32 |
|12. Earnings per share(in Rs.) ||1.23 ||0.29 |
|13. Opening balance of retained earnings ||375.74 ||330.39 |
|14. Profit for the period ||193.14 ||45.35 |
|15. Closing balance of retained earnings ||568.88 ||375.74 |
The Company's revenue from operations for the year under review is Rs.1659.07 lakhs ascompared to Rs. 1764.73 lakhs in the previous year. The Profit after Tax is at Rs. 193.14lakhs as compared to Rs. 45.35 lakhs in the previous year. The Covid-19 pandemic hasdisrupted the lives of millions across the world. The Company has taken initiatives forwell-being of employees such as insuring all employees with Corona Kavach policy andsponsoring vaccination drive for the employees. With the work from home approach theCompany has been able to manage uninterrupted services to all the customers.
The net profit generated during the year has been transferred to Retained Earningsunder Reserves & Surplus. The closing balance of retained earnings of the company forthe financial year 2020-21 was Rs. 568.88 lakhs.
The Paid-up Capital of the Company was increased from Rs.85119750/- (Rupees EightCrore Fifty One Lakhs Nineteen Thousand Seven Hundred and Fifty only) to Rs.157461750/- (Rupees Fifteen Crore Seventy Four Lakhs Sixty One Thousand Seven Hundredand Fifty only) by way of allotment of 7234200 shares to eligible shareholders ofTransferor Company pursuant to amalgamation of Cyberneme Private Limited with the Companyvide National Company Law Tribunal Division Bench-I Chennai ("NCLT") orderdated May 5 2020. Trading approval for these shares was granted by BSE Limited onSeptember 30 2020 allowing trading of the above mentioned securities with effect fromOctober 12020.
The Directors have not recommended any Dividend on equity shares of the company for theyear ended 31st March 2021.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act 2013 ["the Act"] theDirectors of the Company to the best of their knowledge and ability confirm that:
a. in the preparation of the annual accounts for the year ended 31st March2021 the applicable accounting standards have been followed and there are no materialdepartures;
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 31st March 2021 and of the profitof the Company 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 2020-21. .
DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company based on the recommendation of Nomination andRemuneration Committee ("NRC") approved the appointment of Mr.Ravi Srinivasan(DIN: 07193935) as an Additional Director on the Board of the Company. His appointment asa Director vide an Ordinary Resolution forms part of the Notice. His profile andparticulars of experience attributes and skills that qualify Mr.Ravi Srinivasan for theBoard membership are also disclosed in 2(c) of Corporate Governance Report which formspart of the Annual Report. Additional Director on Board of the Company to hold office upto the date of this AGM.
Details of the proposed appointment of the abovementioned Director is mentioned in theExplanatory Statement pursuant to Section 102 of the Companies Act 2013 of the Notice ofthe 31st AGM.
Pursuant to the provisions of Section 152 of the Companies Act 2013 and Articles ofAssociation of the Company Mr. B. Robert Raja Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment. A resolution seeking shareholders' approval for his re-appointment formspart of the Notice.
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"].
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 31st March 2021 are Mr. B. Robert Raja- Chairmanand Managing Director Mr. B. Antony Raja Whole-time Director & Chief FinancialOfficer and Ms B.Purnima- Company Secretary.
The Board of Directors met four times during the financial year 2020-21. The meetingswere held on July 17 2020 August 07 2020 November 12 2020 and January 28 2021. Inorder to transact urgent business approval of the Board/Committees were taken by passingresolutions through circulation pursuant to Section 175 of the Companies Act 2013 whichwere noted at the subsequent meeting of the Board /Committees as the case may be.
Further details regarding meetings of the Board and Committees are furnished in theCorporate Governance Report which forms part of the Annual Report.
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 28 2021performance 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 DIRECTORS' 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 updated Policy is also available on thewebsite of the Company at http://www.odvssevtec.com/Documents/OtherDocs/Nomina tion &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.
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.
Pursuant to the provisions of Sections 139 142 of the Act read with Companies (Audit& Auditors) Rules 2014 M/s Sekar & Co. Chartered Accountants Chennai (FirmRegistration No.016269S) were appointed as the Statutory Auditors of the Company by theshareholders for a term of five consecutive years from the conclusion of the 27thAnnual General Meeting (AGM) of the Company till the conclusion of the 32ndAnnual General Meeting to be held in the year 2022 subject to ratification of theirappointment at every AGM if so required under the Act. The requirement to place thematter relating to appointment of auditors for ratification by Members at every aGm hasbeen done away with pursuant to the Companies (Amendment) Act 2017 effective from May 72018. Accordingly no resolution is being proposed for ratification of appointment ofstatutory auditors at the ensuing AGM.
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.
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 Practising Company Secretaries as SecretarialAuditor to conduct Secretarial Audit for the financial year 2020-21. The Secretarial AuditReport for the financial year ended March 31 2021 is annexed herewith as Annexure-I tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark.
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 updated Risk Management Policy is available on the website of the Company athttp://www.odvssevtec.com/Documents/ Other Docs/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
Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act 2013the Annual Return in Form MGT 7 shall be placed on the website of the company atwww.odvssevtec.com/index.php/investors after the conclusion of the 31st AnnualGeneral Meeting.
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-III to this Report. Pursuant to Rule 5(2) ofCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 there areno employees drawing remuneration in excess of eight lakh and fifty thousand rupees permonth or one crore and two lakh rupees per year during the year under review.
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.
The Company complies with all the applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India.
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 there under.Accordingly Internal Complaints Committee ["ICC"] has been constituted forredressal of any sexual harassment complaint. The following is the summary of thecomplaints during the financial year 2020-21:-
|a)Number of complaints received during the financial year ||: Nil |
|b)Number of complaints disposed of during the financial year ||: Nil |
|c)Number of complaints pending as on end of the financial year ||: 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-IV 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.
AMALGAMATION OF CYBERNEME PRIVATE LIMITED WITH ODYSSEY TECHNOLOGIES LIMITED
The Scheme of Amalgamation of Cyberneme Private Limited ("TransferorCompany") with the Company was sanctioned by the National Company Law TribunalDivision Bench-I Chennai ("NCLT") vide order dated May 5 2020 which was filedwith the Registrar of Companies Chennai and approved on May 11 2020 which becomes theeffective date. The Scheme was given effect from the appointed date of December 12018 inaccordance with Ind AS 103 - "Business Combinations" as prescribed under Section133 of the Companies Act 2013 read with Rule 3 of the Companies (Accounting Standards)Rules 201 5 and relevant amendment rules thereafter.
Eligible Shareholders of the Transferor Company were allotted 7234200 shares at theBoard Meeting held on August 7 2020 on a proportionate basis as mentioned in Clause 12.2of the Scheme. Trading approval for these shares was granted by BSE Limited on September30 2020 allowing trading of the above mentioned securities with effect from October12020.
MATERIAL CHANGES & COMMITMENTS
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between 31st March 2021 and 11thAugust 2021.
SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
During the Financial Year 2020-21 no order has been passed by any regulatoryauthorities or Courts impacting the going concern status and Company's operations infuture.
Your directors express their grateful appreciation for the assistance and cooperationreceived from the Banks Government Authorities Corporate Professionals CustomersVendors and Shareholders during the year under review in aiding the smooth flow ofoperations. Continued dedication and sense of commitment shown by the employees at alllevels during the year deserve special mention.