Odyssey Corporation Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting the 24th Annual Report together with audited statement of accounts of the Company for the year ended on 31st March 2019.

FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31, 2019 (Standalone) is summarized below:-

Particulars 2018-19 2017-18
Total Income 23,25,69,947 19,10,67,283
Total Expenses 35,82,46,331 19,42,95,283
Profit/(Loss) before Tax (1,25,676,384) (32,28,001)
Less: Tax expense 80,500 1,20,053
Profit/ (Loss) after tax (12,55,95,884) (33,48,054)

The financial performance of your Company for the year ended March 31, 2019 (Consolidated) is summarized below:-

Particulars 2018-19 2017-18
Total Income 23,25,69,947 19,10,67,283
Total Expenses 35,83,37,830 19,42,95,283
Profit/(Loss) before Tax (12,57,67,883) (32,28,001)
Less: Tax expense 80,500 1,20,053
Profit/ (Loss) before Minority Interest (12,56,87,383) (33,48,054)
Less: Minority Interest 12,323 -
Profit/ (Loss) for the period (12,56,75,060) (33,48,054)

INDUSTRY OVERVIEW:

The Indian Economy has been passing through a stagnant phase for last two years which has affected industry and Finance Companies/Banks tremendously. The outlook on India in the last couple of years has become bearish with infrastructure projects (which are the backbone of any economy) languishing due to no clear policy of the then Government.

Many Industries/projects shut down or did not take off from the drawing board. All these factors led to the finance sector including Banks coming under tremendous pressure from collections of loans from industry.

NPAs of all major finance companies / Banks have increased to a great extent. There was intention by the entities who have taken loans to repay, but the stagnant economy and drying up of new projects, which led to vast overcapacities across sectors, had forced them to defer payments with consultations with the lenders.

With a new government having been formed in at the Central level there is a wave of Optimism in industrial and financial sectors and with decisions being taken for clearances of projects of over 21000 crores by the government, there is full hope of high growth for the economy which would result in the financial sector gaining back its robust health.

The Company is in the policy of giving short term loans which are fully backed by Assets / securities . Moreover the loans are given based on security of paying capacity and risk involved.

Though the Company is fully confident of recoveries in these accounts. However as a prudent business practice and as per the rules prescribed by RBI the Company has made provisioning in such accounts. This has resulted in net loss during the financial year.

ADEQUACY OF INTERNAL CONTROL:

The Company has robust internal control systems in place which are commensurate with the size and nature of the business. The internal controls are aligned with statutory requirements and designed to safeguard the assets of the Company. The internal control systems are complemented by various Management Information System (MIS) reports covering all areas. Increased attention is given to auto generation of MIS reports as against manual reports to take care of possible human errors or alteration of data. The Management reviews and strengthens the controls periodically.

HUMAN RESOURCE DEVELOPMENT:

The Company recognizes the importance of Human Resource as a key asset instrumental in its growth. The Company believes in acquisition, retention and betterment of talented team players. With the philosophy of inclusive growth, the Company has redefined its performance management system. The new system focuses on progression of individual employees together with organizational goals. Under the new system increased thrust will be on job rotation and multi-skilling.

MANPOWER:

The company recognizes the importance of human value and ensures that proper encouragement both moral and financial is extended to employees to motivate them.

COMPLIANCE:

The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with regulatory and internal guidelines. The Compliance Department of the Company is continued to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the Companys Board of Directors and the Companys Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/internal guidelines on a periodic basis.

New Instructions/Guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units operate within the boundaries set by regulators and that compliance risks are suitably monitored and mitigated in course of their activities and processes.

CAUTIONARY STATEMENT:

Investors are cautioned that this discussion contains statements that involve risks and uncertainties. Words like anticipate, believe, estimate intend, will, expect and other similar expressions are intended to identify "Forward Looking Statements". The company assumes no responsibility to amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events. Actual results could differ materially from those expressed or implied.

DIVIDEND:

The Board of Directors has not recommended any Dividend for the year.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith as ANNEXURE-I and forming part of the report.

SUBSIDIARY COMPANIES:

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure II Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure II.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

SHARE CAPITAL:

The Company has not changed its capital structure during 2018-19.

Issue of Shares with Differential Voting Rights:

The Company under the provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 [Chapter IV] does not issued shares with differential rights issued during the year under review.

Issue of Sweat Equity Shares:

The Company under the provisions of Section 54 read with Rule 8(13) of the Companies (Shares Capital and Debentures) Rules, 2014 has not issued any sweat equity shares during the year under review.

Buyback of Securities:

The Company has not bought back any of its securities during the year under review.

Bonus Shares:

No Bonus Shares were issues during the year under review.

ACCEPTANCE OF FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 73, of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rule, 2014, during the year under review.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:

During the year under review, the transactions entered into by the Company with related parties as defined under the Act and the Listing Regulations, were in the ordinary course of Business and on arms length basis.

Omnibus approval is obtained for the transactions foreseen and repetitive in nature with related parties. A statement of all such related party transactions is presented before the Audit Committee on periodic and need basis for its review and approval.

Particulars of contracts or arrangements with related parties as required under Section 134(3)(h) of the Act, in the prescribed Form AOC-2 is given in ANNEXURE III of this Report.

Disclosure of transactions with related parties as required under the applicable Accounting Standards have been made in the notes forming part of the financial statements.

LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY:

There are loans given, investment made however no guarantee is given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.

INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.

DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

DIRECTORS:

Mr. Hiten Ramniklal Mehta (DIN: 01875252), who retires by rotation and, being eligible, offers himself for reappointment. If re-appointment, his term would be in accordance with the policy for directors of the Company.

Particulars Details
Name of the Director Mr. Hiten Ramniklal Mehta
Date of Birth 11-11-1968
Date of initial appointment 14-08-2012
Other Companies in which Directorship is held as on March 31, 2019 5(Five)
Chairman of Committees formed by Board of Other Companies on which he is a Director as on March 31, 2019 NIL
Members of Committees formed by Board of Other Companies on which he is a Director as on March 31, 2019 Alacrity Securities Limited

BOARD OF DIRECTORS:

The Company is managed by well-qualified professionals. All directors are suitably qualified, experienced and competent. The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors. The Independent Directors have made disclosures to the Board confirming that there are no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large. The Company has Code of Conduct for Directors and Senior Management personnel. The code is available on the official website of the www.odysseycorp.in

MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, total Four (4) meetings of the Board were held, details of which are given in the Corporate Governance Report that forms part of this Annual Report.

DIRECTORS REMUNERATION POLICY:

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration policy, providing criteria for determining qualifications, positive attributes, independence of a Director and a policy on remuneration for Directors, key managerial personnel and other employees. The detailed Remuneration policy is placed on the Companys website.

DECLARATIONS BY INDEPENDENT DIRECTOR:

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act 2013.

AUDITORS:

M/s. CLB & ASSOCIATES, Chartered Accountants, hold office until the conclusion of ensuing annual General Meeting and being eligible offer themselves for reappointment as Auditors of the Company. The Company has received letter from M/s. CLB & ASSOCIATES., Chartered Accountants to the effect that, their appointment, if made would be in the prescribed limit under 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re appointment. The Notes in the Financial statement referred to in the Auditors report are self explanatory and do not call for any further comments

AUDITORS REPORT:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirms:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended 31st March, 2019.

3. That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

4. That the Directors have prepared the Annual Accounts on a going concern basis.

5. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

6. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

8. Based on the framework of internal financial controls and compliance systems established and maintained by 2013 the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2018-19.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual Directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company. Information on the manner in which the annual evaluation has been made by the Board of its own performance and that of its Committee and individual Directors is given below.

DETAILS OF THE COMMITTEES OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2018-19 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report. The recommendation by the Audit Committee as and when made to Board has been accepted by it.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required under Regulation 34 read with Schedule V of the Listing Regulations forms part of this Annual Report as ANNEXURE-IV.

CORPORATE GOVERNANCE:

The report on Corporate Governance as required by, SEBI (LODR), Regulations, 2015 is attached separately in the Annual Report. All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2018-19. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report. The Managing Director have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI (LODR), Regulations, 2015.

COMMITTEES OF THE BOARD:

The Board Committee plays a crucial role in the governance structure of the Company and has been constituted to deal with specific areas/activities which concern the Company and need a closer review. The Board Committee are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The Chairman of the respective Committee informs the Board about the summary of the discussions held in the Committee meetings.

The Board has constituted following Committees of Directors:

• Audit Committee,

• Nomination & Remuneration Committee, and

• Stakeholders Relationship Committee.

AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section.

• Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS
Sameer Relia Non-Executive Independent Director Chairman
Jai Prakash Jindal Non-Executive Independent Director Member
Hiten Ramniklal Mehta Executive Director Member
Ankur Mahesh Mehta Non-Executive Independent Director Member

* Mr. Jai Prakash Jindal Resigned from the Post of Non-Executive Director w.e.f 01-04-2019

* Mr. Ankur Mahesh Mehta was appointed as Additional Non-Executive Independent Director w.e.f. 01.04.2019

Terms of reference:

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Companys financial reporting process and the disclosure of its financial information

• To ensure that the financial statement is correct, sufficient and credible.

• Recommending the appointment, remuneration and terms of appointment of external Auditor.

• Review and monitor the auditors independence and performance and effectiveness of audit process.

• Approval or any subsequent modification of transactions of the company with related parties

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Monitoring the end use of funds raised through public offers and related matters.

• Reviewing with management the Annual financial statements and half yearly and Quarterly financial results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow up there on.

NOMINATION AND REMMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Composition of the Committee is in conformity with the provisions of the said Section.

• Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS
*Jaiprakash Jindal Non Executive Independent Director Chairman
*Ankur Mahesh Mehta Non-Executive Independent Director Member
Sameer Relia Non-Executive Independent Director Member
**Meeta H Mehta Non-Executive Independent Director Member
**Prajakta Kaushik Damania Non-Executive Independent Director Member

*Mr. Jai Prakash Jindal Resigned from the Post of Non-Executive Director w.e.f 01-04-2019

* Mr. Ankur Mahesh Mehta was appointed as Additional Non-Executive Independent Director w.e.f. 01.04.2019.

**Ms. Prajakta Kaushik Damania was appointed as Additional Non-Executive - Non Independent Director W.e.f. 01.03.2019. **Ms. Meeta H Mehta resigned from the post of Non-Executive - Non Independent Director w.e.f 01.03.2019.

Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are asunder:

• Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure, size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013. The composition of the Committee is in conformity with the provisions of the said section.

• Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS
*Prajakta Kaushik Damania Non-Executive Independent Director Chairman
*Meeta H Mehta Non-Executive Independent Director Chairman
Sameer Relia Non-Executive Independent Director Member
Hiten Ramniklal Mehta Executive Director Member

*Ms. Prajakta Kaushik Damania was appointed as Additional Non-Executive - Non Independent Director W.e.f. 01.03.2019.

*Ms. Meeta H Mehta resigned from the post of Non-Executive - Non Independent Director w.e.f 01.03.2019.

SECRETARIAL AUDIT REPORT:

A Secretarial Audit Report for the year ended March 31, 2019 in prescribed form duly audited by the Practicing Company Secretary, Jaymin Modi & Co., Mumbai is annexed herewith as ANNEXURE-V and forming part of the report.

CODE OF CONDUCT:

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a Code of Conduct for its Directors and Senior Management, incorporating duties of Directors as laid down in the Companies Act, 2013. The Board has adopted a Code of Conduct for all Directors and Senior Management of the Company and the same has been placed on Companys website.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not manufacturing activity as like a unit provision of Section 134(3)(m) of the Company Act, 2013, read with the Rule 3 of Companies (Account) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable.

INTERNAL AUDITS AND CONTROLS:

The Company has in-house Internal Auditor. During the tear the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As requirement of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Company has already maintained internal policy to prevent womens harassment at work place and covered all employees so they could directly make complaints to the committee, if such situation arises. The management and Committee together with confirm total number of complaints received and resolved during the year is as follows:

a) No. of complaints received: NIL

b) No. of complaints disposed NIL

MAXIMUM TENURE OF INDEPENDENT DIRECTORS:

The maximum tenure of Independent Directors is in accordance with the Companies Act, 2013 and Regulation 25(2) of the SEBI (LODR) Regulations, 2015.

DIRECTORS INTEREST IN THE COMPANY:

Sometime, the Company does enter into contracts with companies in which some of the Directors of the Company are interested as director or member. However, these contracts are in the ordinary course of the Companys business without giving any specific weightage to them. Directors regularly make full disclosures to the Board of Directors regarding the nature of their interest in the companies in which they are directors or members. Full particulars of contracts entered with companies in which directors are directly or indirectly concerned or interested are entered in the Register of Contracts maintained under Section 189 of the Companies Act, 2013 and the same is placed in every Board Meeting for the noting of the Directors.

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with Secretarial Standards on meetings of the Board of Directors ("SS-1") and on General Meetings ("SS-2") as amended and issued from time to time by the Institute of Company Secretaries of India in terms of Section 118(10) of the Companies Act, 2013.

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

The Company thanks all of the employees for their contribution to the Companys performance. The Company applauds all the employees for their superior levels of competence, dedication and commitment to your Company.

Registered Office:

Shop No 3, Hemu Castle, Dadabhai Road,

Near Gokhlibai School, Vile Parle (West)

Mumbai 400056

By order of the Board

For Odyssey Corporation Limited

Sd/-

Hiten Ramniklal Mehta

Managing Director

DIN- 01875252

Place: Mumbai

Date: 05.09.2019