DIRECTORS' REPORT To, The Members, Your Directors have pleasure in presenting their Twentieth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 1 .Operations The Indian Economy has been passing through a stagnant phase for the last two years which has affected industry and Finance companies/ Banks tremendously. The outlook on India in the last couple of years had 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 collection of loans from Industry. NPA's 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. Your Company is in the policy of giving short term loans. Moreover the loans are given based on scrutiny 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. 1. Financial Highlights Consolidated Revenues : The total consolidated income of the Company for the FY 2014-15 comprises operating revenues of ` Rs 27,62,42,297 ,and other income of Rs 6,44,03,719 as compared to previous fiscal operating revenues of `Rs 57,43,142 and other income of Rs. 3,77,15,568 . Standalone Revenues: During the fiscal 2015, the gross operational income of the Company stood at 2762.,42lacs as compared to previous fiscal of " 1155.26 Lacs Consolidated Profits / (Loss): Loss stood at -43,10,058 Lacs before tax and loss after Tax stood at -40,79,084 as compared to previous fiscal Profit before Tax (PBT) stood at 65,92,317 and Profit after Tax (PAT) stood at 28,40,853 . Standalone Profits / (Loss) : Profit stood as Rs 9306903 before tax and profit after tax stood at Rs. 9537878 for the fiscal 2015 as compared to the previous year loss before tax Rs. 462295 and after tax Rs. 8970874. 2. Change in the nature of business, if any No change of business occur during the year under review. 3. Dividend The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year. 4. Reserves The amounts, if any, which the Board proposes to carry to any reserves is to be given. 5. Share Capital ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS The company under the provision 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 during the year under review. ISSUE OF SWEAT EQUITY SHARE The company under the provision Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity share during the year under review BUY BACK OF SECURITIES The Company has not bought back any of its securities during the year under review. BONUSSHARES No Bonus Shares were issued during the year under review. 6. Directors and Key Managerial Personnel Mr. Hiten R. Mehta, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. During the year, Mr. Paresh Mahajan has resigned as Director of the Company w.e.f. 14th February, 2015 respectively. Ms. Pooja H. Mehta has been appointed as Whole Time Director and Chief Financial Officer, with effect from 30th March 2015 . Ms. Nishu Goyal Company Secretary and Compliance officer has resigned with effect from June 2015, respectively 7. Meetings A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Eight Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 8. Board Evaluation Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out is explained in Corporate Governance Report. 9. Declaration by an Independent Director(s) and re- appointment, if any A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report. 10. Remuneration Policy: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Managerial Remuneration: A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report. 11. Details of Subsidiary/Joint Ventures/Associate Companies Annexure II [Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement] 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. 12. Auditors: M/s. CLB & ASSOCIATES, Chartered Accountants, hold office until the conclusion of ensuing annual General Meeting and being eligible offer themselves for re-appointment 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 Auditor's report are self explanatory and do not call for any further comments 13. Auditors' Report and Secretarial Auditor's Report The Auditors' Report Notes to Accounts and Auditors remarks in their report are self-explanatory. As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to non filing of some forms which were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, company would ensure in future that all the provisions are complied to the fullest extent. 14. Disclosure about Cost Audit As per the Cost Audit Orders, Cost Audit is not applicable to the Company. 15. Secretarial Audit Report In terms of Section 204 of the Act and Rules made there under, M/s Rinki Goyal & Associates Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report. 16. Internal Audit & Controls The Company has in house Internal Auditor. During the year, 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. 17. Issue of employee stock options The Board of directors, shall, inter alia, disclose in the Directors' Report for the year, the details as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014. 18. Vigil Mechanism : In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.odysseycorp.in under investors/policy documents/Vigil Mechanism Policy link. 19. Risk management policy: Pursuant to Section 134(3)(n) of the Companies Act 2013 & Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report. At present the Company has not identified any element of risk which may threaten the existence of the Company. 20. Extract Of Annual Return: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE - I 21. Material changes and 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 and the date of the report No Such Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates. 22. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future No significant and material order have been passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future. The company is doing reasonable growth and development 23. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. The company has adequate internal control systems in place. With a view to monitor the Company's performance as well as to make sure that internal checks and controls are operating properly, the Company has appointed external firms of Chartered Accountant as Internal auditor. The audit committee ensures that the internal control systems are adequate and working effectively. 26. Particulars of loans, guarantees or investments under section 186 Particulars of loans given, Investment made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note No. 9 of the financial statement). 27. Particulars of contracts or arrangements with related parties: The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year ended March 31,2015 are given below. Suitable disclosures as required under AS 18 have been made in the Financial Statement. a) Interest Free Loan taken from Alacrity Securities Limited: INR 254250500 b) Interest free loan given to Body Corporate. c) Remuneration of Key Managerial Personnel: NIL Your Directors draw attention of the members to Note No. 24B(vi) to the Financial Statement which sets out related party disclosure. 28. Statutory Disclosures In terms of the provisions of Section 197 of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request .However as per the provisions of Section 136 of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any, member interested in obtaining the information on employee's particulars, which is available for inspection by the members at the registered office of the Company during Business hours on working days of the Company up to the date of ensuing Annual General Meeting, may write to the Company at the registered office of the Company in advance. 1. Corporate Social Responsibility (CSR) The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall not be applicable to the Company. 2. Human Resources: Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 3. Corporate Governance: As per Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on corporate governance practices followed by the Company together with the certificate from the Company's Statutory Auditors confirming compliance forms part of this report as "Annexure " 4. Insider Trading Regulations: Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved and adopted by the Directors and designated Employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information during the period of Trading Window Closure. The Board is responsible for implementation of the Code. All Board of Directors and designated employees have confirmed compliance with the Code. The Board has appointed Jai Prakash Jindal, Compliance officer under the code. 5. Directors' Responsibility Statement: The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and all applicable laws and that such systems were adequate and operating effectively. 6. Transfer of Amounts to Investor Education and Protection Fund : Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). 7. Corporate Governance and Management Discussion And Analysis: The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015 8. Acknowledgement An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results. For and on behalf of the Board of Directors Sd/- Pooja H Mehta Whole Time Director & CFO sd/- Hiten R. Mehta Director Place: Mumbai Date: 14/08/2015 |