To the Members
The Directors present the Annual Report of Odyssey Technologies Limited(the Company or Odyssey) along with the Audited FinancialStatements for the financial year ended 31st March 2020.
|Particulars ||Financial Year 2019-20 ||Financial Year 2018-19 |
| || ||(Restated) |
|01. Revenue from Operations (Net) ||1764.73 ||1361 95 |
|02. Other Income ||81.38 ||56.16 |
|03. Total Income ||1846.11 ||1418.11 |
|04. Operati ng Profit (PBIDT) ||547.24 ||367.56 |
|05. Finance Cost ||50.00 ||57.94 |
|06. Depreciation and Amortisation expense ||414.88 ||205.42 |
|07. Profit before tax ||82.36 ||104.20 |
|08. Tax expense ||37.01 ||39.98 |
|09. Net Profit for the year ||45.35 ||64.22 |
|10. Other Comprehensive Income/(Losses) ||(23.03) ||(6.20) |
|11. T otal Comprehensive Income for the period ||22.32 ||58.02 |
|12. Earnings per share (in Rs.) ||0.29 ||0.58 |
|13. Opening balance of retained earnings ||330.39 ||207.83 |
|14. Profit for the period ||45.35 ||64.22 |
|15. Earlier year Income Tax Provisions || ||(0.15) |
|16. On account of amalgamation || ||58.49 |
|17. Closing balance of retained earnings ||375.74 ||330.39 |
The Company's revenue from operations for the year under review isRs.1764.73 lakhs as compared to Rs. 1361.95 lakhs in the previous year. The Profit afterTax is at Rs. 45.35 lakhs as compared to Rs. 64.22 lakhs in the previous year.
The net profit generated during the year has been transferred toRetained Earnings under Reserves & Surplus. The closing balance of retained earningsof the company for the financial year 2019-20 after all adjustments was Rs. 375.74 lakhs.
The Directors have not recommended any Dividend on equity shares of thecompany for the year ended 31st March 2020.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act 2013 [theAct] the Directors of the Company to the best of their knowledge and abilityconfirm that:
a. in the preparation of the annual accounts for the year ended 31stMarch 2020 the applicable accounting standards have been followed and there are nomaterial departures;
b. they 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 as at 31stMarch 2020 and of the profit of the Company for the year ended on that date;
c. they have taken proper and sufficient 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 fraud andother irregularities;
d. they have prepared the annual accounts of the Company on a goingconcern basis;
e. they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and
f. they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory and secretarial auditors including audit of internal financial controls overfinancial reporting by the statutory auditors and reviews performed by the management andthe audit committee the Board of Directors is of the opinion that the Company's internalfinancial controls were adequate and effective during the financial year 2019-20. .
DIRECTORS & KEY MANAGERIAL PERSONNEL Directors
The shareholders of the Company at their 27th Annual GeneralMeeting of the Company [AGM] held on 7th September 2017 hadaccorded approval for the re-appointment of Mr. B. Robert Raja Chairman and ManagingDirector of the Company [CMD] and Mr. B. Antony Raja Whole-time Director[WTD] for a period of three years with effect from 1st April 2017up to 31st March 2020 liable to retire by rotation by passing OrdinaryResolutions pursuant to the provisions of the Act and the Rules made thereunder.Therefore since their present tenure expires on 31st March 2020 it isproposed to re-appoint Mr. B. Robert Raja CMD and Mr. B. Antony Raja WTD & CFO for afurther period of three years with effect from 1st April 2020 up to 31stMarch2023 liable to retire by rotation pursuant to the provisions of the Act and theRules made thereunder.
Dr.Rani Radhakrishnan was appointed as Independent Director of theCompany at the 25th Annual General Meeting held on 9th September2015 to hold office for five consecutive years with effect from March 19 2015 up toMarch 18 2020. Based on the recommendations of the Nomination and Remuneration Committeeher re-appointment as Independent Director of the Company for a second term of fiveconsecutive years commencing with effect from 19th March 2020 up to 18thMarch 2025 is proposed at the ensuing Annual General Meeting for the approval of theMembers by way of special resolution.
Pursuant to the provisions of Section 152 of the Companies Act 2013and Articles of Association of the Company Mr. B. Antony Raja Whole-time Directorretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for reappointment.
Details of the proposed re-appointment of the abovementioned Directorsare mentioned in the Explanatory Statement pursuant to Section 102 of the Companies Act2013 of the Notice of the 30th AGM.
The Company has received declarations from all the
Independent Directors of the Company under Section 149 (7) of theCompanies Act 2013 confirming that they meet the criteria of independence as prescribedboth under Section 149 (6) of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 [SEBI Listing Regulations]. Incompliance with Rule 6(1) and (2) of Companies (Appointment and Qualification ofDirectors) Fifth Amendment Rules 2019 All Independent Directors have confirmed theirrespective registrations in the Independent Directors Databank.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act read with Rule 8of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 KeyManagerial Personnel of the Company as on 31st March 2020 are Mr. B. RobertRaja- Chairman and Managing Director Mr. B. Antony Raja-Whole-time Director & ChiefFinancial Officer and Ms B.Purnima- Company Secretary. During the year Ms.K.V.Lakshmiresigned from the post of Company Secretary and her resignation was accepted by the Boardwith effect from the closing hours of February 6 2020. Ms.B.Purnima (ACS:30500) wasappointed as the Company Secretary with effect from February 7 2020.
The Board of Directors met four times during the financial year2019-20. The meetings were held on May 14 2019 August 12 2019 November 112019 andFebruary 6 2020. In order to transact urgent business approval of the Board/Committeeswere taken by passing resolutions through circulation pursuant to Section 175 of theCompanies Act 2013 which were noted at the subsequent meeting of the Board /Committeesas the case may be.
Further details regarding meetings of the Board and Committees arefurnished in the Corporate Governance Report which forms a part of the Annual Report.
The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual Directors pursuant to the provisions of theCompanies Act 2013 and corporate governance requirements as prescribed by SEBI ListingRegulations.
The performance of the Board was evaluated by the Board seeking inputsfrom all directors on the basis of criteria such as adequacy of the composition of theBoard and its Committees Board culture effectiveness of board processes and performanceof specific 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 February 62020 performance 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 andother matters provided in Section 178(3) of the Act has been disclosed in the CorporateGovernance Report which is a part of this report. The Policy is also available on thewebsite of the Company at http://www.odysseytec.com/Documents/OtherDocs/Nomination_&_Remuneration_Policy.pdf
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIRADEQUACY
The Company has in place adequate internal financial controls withreference to the financial statements. During the year such controls were evaluated andno reportable deficiency in the design or operation of such controls were observed.
The details pertaining to composition of Audit Committee are includedin the Corporate Governance Report which forms a part of the Annual Report. During theyear under review all the recommendations made by the Audit Committee were accepted bythe Board.
Pursuant to the provisions of Sections 139 142 of the Act read withCompanies (Audit & Auditors) Rules 2014 M/s Sekar & Co. Chartered AccountantsChennai (Firm Registration No.016269S) were appointed as the Statutory Auditors of theCompany by the shareholders for a term of five consecutive years from the conclusion ofthe 27th Annual General Meeting (AGM) of the Company till the conclusion of the32nd Annual General Meeting to be held in the year 2022 subject toratification of their appointment at every AGM if so required under the Act. Therequirement to place the matter relating to appointment of auditors for ratification byMembers at every aGm has been done away with pursuant to the Companies (Amendment) Act2017 effective from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM.
The Notes on financial statement referred to in the Auditors' Reportare self-explanatory and do not call for any further comments. The Auditors' Report doesnot contain any qualification reservation or adverse remark.
Pursuant to the provisions of Section 204 of the Companies Act 2013read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the Board had appointed M/s B. Ravi & Associates Practising CompanySecretaries as Secretarial Auditor to conduct Secretarial Audit for the financial year2019-20. The Secretarial Audit Report for the financial year ended March 312020 isannexed herewith as Annexure-I to this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.
The Board of Directors has developed and implemented
a Risk Management Policy for the company. The Board is responsible forreviewing the risk management plan and ensuring its effectiveness. The Audit Committeeadditionally overviews the financial risks and controls. The Risk Management Policy isavailable on the website of the Company athttp://www.odysseytec.com/Documents/OtherDocs/Risk_M anagement_Policy.pdf
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not made given or provided any loans or investment orguarantee or security to any person or body corporate under the provisions of Section 186of the Companies Act 2013.
TRANSACTIONS WITH RELATED PARTIES
Information on transactions with related parties pursuant to Section134 (3) (h) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules 2014 inForm AOc-2 is annexed herewith as Annexure-II to this Report.
EXTRACT OF ANNUAL RETURN
As per the requirements of Section 92 (3) of the Companies Act 2013read with Rule 12 of the Companies (Management and Administration) Rules 2014 Extract ofAnnual Return of the Company in Form MGT-9 for the financial year ended 31.03.2020 isannexed herewith as Annexure-III to this Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197 (12) of the Companies Act2013 read with Rule 5 (1) of Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure-IV to this Report. Pursuantto Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 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 adetailed report on Corporate governance with auditors' certificate thereon and ManagementDiscussion and Analysis Report are attached and forms part of this report.
The Company complies with all the applicable mandatory SecretarialStandards issued by the Institute of Company Secretaries of India.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMENAT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has formulated a Policy for Prevention of Sexual Harassmentat Workplace pursuant to the requirements of the Sexual Harassment at Workplace(Prevention Prohibition and Redressal) Act 2013 read with relevant Rules madethereunder. Accordingly Internal Complaints Committee [ICC] has beenconstituted for redressal of any sexual harassment complaint. The following is the summaryof the complaints during the financial year 2019-20 :-
|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 noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information relating to conservation of energy technologyabsorption and foreign exchange earnings and outflow as required to be disclosed underSection 134 (m) of the Companies Act 2013 read with Rule 8(3) of Companies (Accounts)Rules 2014 is annexed herewith as Annexure-V to this Report.
STATE OF COMPANY'S AFFAIRS
Management Discussion and Analysis Report for the year under review asstipulated in Regulation 34 (2) (e) of SEBI Listing Regulations is given as a separatepart of the annual report. It contains a detailed write up and explanation about theperformance of the company.
AMALGAMATION OF CYBERNEME PRIVATE LIMITED WITH ODYSSEY TECHNOLOGIESLIMITED
The Board of Directors of the Company at their meeting held on 10thDecember 2018 approved the Draft Scheme of Amalgamation enabling the amalgamation ofCyberneme Private Limited (Transferor Company) with Odyssey TechnologiesLimited (Transferee Company) under Section 230 to 232 of the Companies Act2013 and other applicable provisions of the Act and Rules made thereunder with anAppointed Date of 1st December 2018. The Scheme of Amalgamation was approved byBSE the Designated Stock Exchange vide its letter dated 2nd April 2019.
Pursuant to the NCLT Orders dated 24th May 2019 and 30thMay 2019 a meeting of the Equity shareholders of the Company was held on Tuesday16th July 2019 at 3:00 P.M. at Beverly Hotel 1st Floor 17Rajarathinam Road Kilpauk Chennai- 600010 to approve the Scheme of Amalgamation. Themajority of persons representing more than three-fourths in value of the equityshareholders of the company voting in person or by proxy or by postal ballot or remotee-voting had approved the Scheme of Amalgamation of Cyberneme Private Limited with OdysseyTechnologies Limited.
The Scheme of Amalgamation was sanctioned by the National Company LawTribunal Division Bench-I Chennai (NCLT) vide order dated May 5 2020 whichwas filed with the Registrar of Companies Chennai and approved on May 112020 whichbecomes the effective date. The Scheme was given effect from the appointed date ofDecember 12018 in accordance with Ind AS 103 - Business Combinations asprescribed under Section 133 of the Companies Act 2013 read with Rule 3 of the Companies(Accounting Standards) Rules 2015 and relevant amendment rules thereafter.
CAPITAL STRUCTURE & VESTING OF UNDERTAKINGPURSUANT TO SCHEME OF AMALGAMATION
The Authorised Share capital of the Company was increased fromRs.150000000/- (Rupees Fifteen Crores Only) divided into 15000000 (One Crore FiftyLakhs) equity shares of Rs.10-/(Rupees Ten Only) each to Rs. 250000000/- (Rupees TwentyFive Crores only) divided into 24600000 (Two Crore Forty Six Lakhs) equity shares ofRs.10/-(Rupees Ten Only) each and 400000 (Four Lakh) 4% Preference Shares ofRs.10/-(Rupees Ten Only) each in accordance with the Scheme of Amalgamation.
Consequent to the Scheme of Amalgamation becoming effective the entireundertaking of Cyberneme Private Limited along with all its assets and liabilities as onDecember 12018 (Appointed Date) were transferred and vested in the Company. 352900equity shares held by Cyberneme Private Limited in the Company got cancelled on account ofcross holdings and the Company issued and allotted 7234200 Equity Shares to theShareholders of Cyberneme Private Limited in pursuance to the Scheme of Amalgamation on 7thAugust 2020. Thereafter upon obtaining necessary approval from the Registrar ofCompanies Chennai the Paid-up Capital of the Company was increased to Rs.157461750(Rupees Fifteen Crore Seventy Four Lakh Sixty One Thousand Seven Hundred and Fifty)divided into 15746175 (One Crore Fifty Seven Lakhs Forty Six Thousand One Hundred andSeventy Five) equity shares of Rs.10/- each.
MATERIAL CHANGES & COMMITMENTS
There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between 31st March 2020and 7th August 2020.
SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
During the Financial Year 2019-20 no order has been passed by anyregulatory authorities or Courts impacting the going concern status and Company'soperations in future.
Your directors express their grateful appreciation for the assistanceand cooperation received from the Banks Government Authorities Corporate ProfessionalsCustomers Vendors and Shareholders during the year under review in aiding the smoothflow of operations. Continued dedication and sense of commitment shown by the employees atall levels during the year deserve special mention.
|For and on behalf of the Board of Directors |
|Place: Chennai ||B Robert Raja |
|Date : August 7 2020 ||Chairman & Managing Director |