The Board of Directors are pleased to present their report on the business andoperations of your Company along with the Annual Report and Audited Financial Statementsfor the financial year ended 31 March 2018.
Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules 2015 witheffect from April 1 2017. Financial Statements for the year ended March 31 2017 havebeen restated to conform to Ind AS. For the purpose of transition to Ind AS the Companyhas followed the guidance prescribed in Ind AS 101- First time adoption of IndianAccounting Standards with April 1 2016 as the transition date. Notes to the financialstatements provide further explanation on the transition to Ind AS.
| || ||Rs.in lakhs |
|Particulars ||Financial Year 2017-18 ||Financial Year 2016-17 |
|1 Revenue from Operations (Net) ||1365.56 ||1191.19 |
|2 Other Income ||40.35 ||64.94 |
|3 Total Income ||1405.91 ||1256.13 |
|4 Operating Profit (PBIDT) ||494.99 ||469.83 |
|5 Finance Cost ||69.25 ||30.18 |
|6 Depreciation and ||94.69 ||53.98 |
|Amortisation expense || || |
|7 Profit before tax ||331.05 ||385.67 |
|8 Tax expense ||90.17 ||128.16 |
|9 Net Profit for the year ||240.88 ||257.51 |
|10 Other Comprehensive Income : || || |
|a) Items that will not be reclassified to profit or loss ||(45.09) ||2.51 |
|b) Income Tax relating to Items that will not be reclassified to profit or loss ||12.54 ||(0.83) |
|11 Total Comprehensive Income for the period ||208.33 ||259.19 |
|12 Earnings per share ||2.72 ||2.90 |
|13 Opening balance of retained earnings ||(33.05) ||(290.56) |
|14 Added during the year ||240.88 ||257.51 |
|15 Closing balance of retained earnings ||207.83 ||(33.05) |
The Company's revenue from operations for the year under review increased to Rs.1365.56lakhs as compared to Rs. 1191.19 lakhs in the previous year signifying a growth of 14.64%.The Profit after Tax is at Rs. 240.88 lakhs as compared to Rs. 257.51 lakhs in theprevious year.
The net profit generated during the year has been transfered to Retained Earnings underReserves & Surplus which in turn has fully wiped off the carried forward loss of theprevious years leaving a positive closing balance of Rs. 207.83 lakhs under retainedearnings.
The Board of Directors has not declared any Dividend on equity shares of the companyfor the year ended 31 March 2018.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act 2013 ["the Act"] theBoard of Directors to the best of their knowledge and ability confirm that:
a. in the preparation of the annual accounts for the year ended 31 March 2018 theapplicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31 March 2018 and of the profit of theCompany for the year ended on that date;
c.they have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
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 and thatsuch internal financial controls are adequate and are operating effectively; and f. theyhave devised proper systems to ensure compliance with the provisions of all applicablelaws 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 2017-18.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of the Companies Act 2013 shareholders of the company attheir 27 Annual General Meeting held on September 7 2017 approved the re-appointments ofMr. B. Robert Raja Chairman and Managing Director of the Company and Mr. B. Antony RajaWhole-time Director & CFO of the Company for a further period of three years witheffect from 1 April2017 up to 31 March 2020 liable to retire by rotation.
Pursuant to the provisions of Section 152 of Companies Act 2013 and Articles ofAssociation of the Company Mr. B. Antony Raja Whole-time Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment.
The Company has received declarations from all the Independent Directors of the Companyunder Section 149 (7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as prescribed both under Section 149 (6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ["SEBI ListingRegulations"].
There was no change in the composition of the Board of Directors during the year underreview. Mr. U.Rathish Babu Director of the Company vide an order dated 1 November 2017issued by Registrar of Companies Chennai Tamilnadu was disqualified under Section 164(2) (a) of the Companies Act 2013. Pursuant to the Writ Petition filed by him theHon'ble High Court of Judicature at Madras has granted an interim stay of the operation ofthe aforesaid order consequent to which he continues to be a Director of the Company.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act read with Rule 8 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Key ManagerialPersonnel of the Company as on 31 March 2018 are Mr. B. Robert Raja- Chairman and ManagingDirector Mr. B. Antony Raja-Whole-time Director & Chief Financial Officer and Ms K.V. Lakshmi- Company Secretary. There has been no change in the Key Managerial Personnelduring the year under review.
The Board of Directors met four times during the financial year 2017-18. The meetingswere held on May 15 2017 August 3 2017 November 9 2017 and January 30 2018 . 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 a 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 30 2018performance 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 Policy is also available on the website of theCompany at http://www.odysseytec.com/Documents/OtherDocs/Nomination_&_Remuneration_Policy.pdf.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were evaluated and no reportabledeficiency in the design or operation of such controls were observed.
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 for aterm of five consecutive years from the conclusion of the 27 Annual General Meeting (AGM)of the Company till the conclusion of the 32 Annual General Meeting to be held in the year2022 subject to ratification of their appointment at every AGM if so required under theAct. Section 139 of the Act has been amended vide Companies (Amendment) Act 2017 therebydeleting the proviso which mandated ratification of appointment of auditors at every 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 Practicing Company Secretaries as SecretarialAuditor to conduct Secretarial Audit for the financial year 2017-18. The Secretarial AuditReport for the financial year ended March 31 2018 is annexed herewith as Annexure-Ito this Report. The Secretarial Audit Report does not contain any qualificationreservation or 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 Risk Management Policy is available on the website of the Company athttp://www.odysseytec.com/Documents/OtherDocs/Risk_ Management_Policy.pdf.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not made given or provided any loans or investment or guarantee orsecurity to any person or body corporate under the provisions of Section 186 of theCompanies Act 2013.
TRANSACTIONS WITH RELATED PARTIES
Information on transactions with related parties pursuant to Section 134 (3) (h) of theAct read with Rule 8 (2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is annexedherewith as Annexure-II to this Report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company in Form MGT-9 as required under Section 134(3)(a) of the Companies Act 2013 is annexed herewith as Annexure-III to this Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197 (12) of the Companies Act 2013 read withRule 5 (1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is annexed herewith as Annexure-IV to this Report. Pursuant to Companies(Appointment & Remuneration of Managerial Personnel) Amendment Rules 2016 dated 30June 2016 there are no employees drawing remuneration in excess of eight lakh and fiftythousand rupees per month or one crore and two lakh rupees per year during the year underreview.
As required under Schedule V (C) of SEBI Listing Regulations a detailed report onCorporate governance with auditors' certificate thereon and Management Discussion andAnalysis Report are attached and forms part of this report.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has formulated a Policy for Prevention of Sexual Harassment at Workplacepursuant to the requirements of the Sexual Harassment at Workplace (PreventionProhibition and Redressal) Act 2013 read with relevant Rules made thereunder.Accordingly Internal Complaints Committee ["ICC"] has been constituted forredressal of any sexual harassment complaint. The following is the summary of thecomplaints received and disposed off during the financial year 2017-18 :-
a) No. of complaints received : Nil
b) No. of complaints disposed : Nil
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy technology absorption and foreignexchange earnings and outflow as required to be disclosed under Section 134 (m) of theCompanies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules 2014 is annexedherewith as Annexure-V to this Report.
STATE OF COMPANY'S AFFAIRS
Management Discussion and Analysis Report for the year under review as stipulated inRegulation 34 (2) (e) of SEBI Listing Regulations is given as a separate part of theannual report. It contains a detailed write up and explanation about the performance ofthe company.
RECLASSIFICATION OF CERTAIN MEMBERS OF PROMOTER GROUP TO PUBLIC CATEGORY
Pursuant to the provisions of Regulation 31A (2) read with Regulation 31A (7) of SEBIListing Regulations shareholders of the Company at their 27 Annual General Meeting heldon 7 September 2017 had approved reclassification of seven members of the Promoter Groupholding a total of 38900 equity shares of the Company constituting 0.43% of total paid upequity share capital of the company from the category of "Promoter & PromoterGroup" to "Public shareholding" category.
Thereafter necessary approval from the Stock Exchange BSE Ltd. was also received forthe same.
MATERIAL CHANGES & COMMITMENTS
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between 31 March 2018 and 2 August 2018.
SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
During the Financial Year 2017-18 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 Customers Vendors and Shareholdersduring the year under review in aiding the smooth flow of operations. Continueddedication and sense of commitment shown by the employees at all levels during the yeardeserve special mention.
| ||For and on behalf of the Board of Directors |
|Place: Chennai ||B Robert Raja |
|Date : August 2 2018 ||Chairman & Managing Director |