Directors Report of Odyssey Corporation Ltd.

Mar 31, 2024

The Board of Directors are pleased to present the Company Consolidated Annual Report and the Company''s audited financial statements for the financial year ended 31^st March, 2024.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31st March, 2024 are as follow:

Particulars	Year ended 31st March 2024		Year ended 31st March 2023
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	3652.72	3652.72	7783.67	7784.50
Profit before tax from continuing operations	371.41	359.94	150.06	149.52
Tax Expenses (Including Deferred Tax)	4.54	4.52	5.28	5.28
Profit after Tax	366.88	355.41	144.78	144.24
Total Income for the year	1421.29	1412.02	172.92	125.58

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY''S AFFAIR

During the year under review, your Company achieved total standalone revenue from operations of Rs. 3652.72 Lakhs (previous year Rs. 7783.67 Lakhs).

The profit after tax (including other comprehensive income) is at Rs. 1421.29 Lakhs (previous year Rs. 172.92 Lakhs).

4. DIVIDEND

Your Directors do not recommend any divided for the financial year ended 31^st March 2024.

5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement is part of the Annual Report.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.

10. INTERNAL CONTROL SYSTEM

The Company''s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company “To be the most sustainable and competitive Company in our industry”. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has not made any investment, given any loan or guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.

The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

However, the details of the transactions with Related Party are provided in the Company''s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

14. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return Financial Year 2023-24. http://www.odysseycorp.in

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met 5 times on 22-05-2023, 10-08-2023, 07-09-2023, 07-11-2023 & 07-02-2024.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

• That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

• That the selected accounting policies were applied consistently and the Directors 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 as on 31^st March, 2024, and that of the profit of the Company for the year ended on that date.

• That proper and sufficient care has been taken 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 fraud and other irregularities.

• That the annual accounts have been prepared on a going concern basis.

• The Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

• The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. ARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.

The policy is available on the Company''s website. www.odysseycorp.in.

19. DIRECTORS

Mr. Hiten Ramniklal Mehta (DIN: 01875252) is liable to retire by rotation in this ensuing Annual General Meeting and being eligible she has offered herself for reappointment.

Your directors recommend her re-appointment. Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

20. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

21. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

22. STATUTORY AUDITORS

M/s. ABN & Co., Chartered Accountants, (Firm Registration No. 004447C), were appointed as Statutory Auditor of the Company at the 27^th Annual General Meeting held on 30^th September 2023, for a period of 5 years from the conclusion of 27^th Annual General Meeting till the conclusion of the 32^nd Annual General Meeting of the Company to be held in the year 2027.

23. INTERNAL AUDITORS

M/s Yogesh Bhuva & Co., were appointed as internal auditors by the Board for the financial year 2023-24.

24. SECRETARIAL AUDITORS

The Company has appointed of M/s. Jaymin Modi & Co., Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2023-2024 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the FY 2023-24 is annexed herewith and forms part of this report as Annexure D. Secretarial Audit is not applicable to the Subsidiary, not being a material subsidiary.

25. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2023-24. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as Annexure E.

28. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The details Statement containing salient features of the financial statement of Subsidiaries are disclosed in Annexure F. The Consolidated Financial Statement of your Company form part of this Annual Report. Annual Report of your Company does not contain the Financial Statements of its Subsidiary. The Subsidiary Companies Audited Accounts are available on the Company''s Website: www.odysseycorp.in.

29. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns. he Vigil Mechanism Policy is available at the website of the Company: www.odysseycorp.in.

30. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

31. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.

32. 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

There are no material changes and commitments affecting the financial position of the Company occurred during the financial year.

33. THE 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

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

34. DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT DIRECTORS FOR THE FINANCIAL YEAR 2023-2024

On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through an induction and familiarization program including the presentation and interactive session with the Committee Members and other Functional Heads on the Company''s finance and other important aspects.

35. CORPORATE GOVERNANCE

Your company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A report on Corporate Governance pursuant to the provisions of Corporate Governance Code stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure G. The complete details of the various board committees are also provided therein along with Secretarial Auditors'' Certificate regarding compliance of conditions of corporate governance.

36. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016. The details of difference between amount of the

valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.

37. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company.

38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

39. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximising long-term value for shareholders.

40. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014.

As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company has spent towards CSR activities, details of which are provided in attached Annexure H to Director''s Report.

41. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.

By order of the Board

For Odyssey Corporation Limited

Sd/-

Mr. Hiten Ramniklal Mehta Whole time Director DIN 01875252

Date: 05.09.2024 Place: Mumbai

---

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their Twenty one Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. Financial summary of the Company (Standalone)

The Board''s Report shall be prepared based on the stand alone financial statements of the company.

PARTICULARS	Year ended March 31, 2016 Rs (In ''000)	Year ended March 31, 2015 Rs (In ''000)
Income	393160	34,15,56,
Less: Expenditure	376867	330885
Profit/(Loss) before depreciation and taxes	16293	10671
Less: Depreciation	385	1365
Net Profit/(Loss) before tax	15908	9307
Less: Provision for Tax	3250	1593
Less: Provision for Deferred Tax	704	-284
Less: Provision for Prior Period	187	-
Less: Provision for MAT Credit available	--3181	-1547
Net Profit/(Loss) after tax	14948	9538
Add: Balance b/f	95768	86230
Less: Income Tax of earlier years
Add: Excess Provision of tax (earlier Years)
Add : Prior Period adjustment
Profit available for Appropriation	110716	95768
Less : Proposed Dividend	NIL	NIL
Balance carried to balance sheet	110716	95768

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 which are fully backed by Assets/securities. 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 2015-16 comprises operating revenues of '' RS 30,33,34,287 ,and other income of Rs 8,79,93,832 .

Standalone Revenues:

During the fiscal 2016, the gross operational income of the Company stood at Rs 30,33,34,287 as compared to previous fiscal of Rs.27,62,42,297

Consolidated Profits / (Loss):

Profits stood at Rs 1,56,56,175 before tax and profit after Tax stood at Rs 1,46,95,669 as compared.

Standalone Profits / (Loss) :

Profit stood as Rs 1,59,07,933 before tax and profit after tax stood at Rs 1,49,47,426 for the fiscal 2016 as compared to the previous year profit before tax Rs 93,06,903 and after tax Rs95,37,878.

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, Ms. Pooja Mehta has resigned from the post of Director and CFO of the Company w.e.f. 2^nd November, 2015 respectively.

Ms Usha Abhade has been appointed as Chief Financial Officer, with effect from 1^st December, 2015 .

Ms. Preeti Yadav has been appointed as Company Secretary and Compliance officer with effect from 1^st December, 2015, respectively.

Mrs. Meeta H Mehta has been appointed as additional Director of the Company w.e. f. January 27,2016 and Whole Time Director w.e.f April 25,2016.

7. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Seven 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

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company''s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as 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 re marks 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 were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the 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 Nishu Jain & Associates Practicing Company Secretary have been appointed as 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.

Particulars
Approval
Options granted	Not Applicable
Options vested
Options exercised
Total number of shares arising out of exercise of options
Options forfeited/lapsed/cancelled
Variations of terms of options
Money realized by exercise of options
Total number of options in force

Notes:

1.Details of options granted during the FY 2015 - 16 to:

	Particulars
	(a) Directors and key managerial personnel
	(b)Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year (includes employees and group company employees)	NOTAPPLICABLE
	(c)Identified employee who are granted options, during any one year equal to exceeding1% of the issued capital (excluding outstanding warrants and conversions)of the Company at the time of grant

19. 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.

20. 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.

21. 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 .

22. 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 .

23. 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

24. 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.

25. Deposits

The details relating to deposits, covered under Chapter V of the Act,-__

a.	accepted during the year;	NIL
b.	remained unpaid or unclaimed as at the end of the year;	NIL
c.	whether there has been any default in repayment of deposits or payment of interest there on during the year and if so, number of such cases and the total amount involved	NIL
	(i) at the beginning of the year;	NIL
	(ii) maximum during the year;
	(in) at the end of the year;

The details of deposits which are not in compliance with the requirements of Chapter V of the Act;

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 31,2016 are given below. Suitable disclosures as required under AS 18 have been made in the Financial Statement.

a) 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.

29. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy_

(i)	the steps taken or impact on conservation of energy
(ii)	the steps taken by the company for utilizing alternate sources of energy	NOT APPLICABLE
(iii)	the capital investment on energy conservation equipment’s

(i)	the efforts made towards technology absorption
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
	(a) the details of technology imported	NOT APPLICABLE
	(b) the year of import;
	(c) whether the technology been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	the expenditure incurred on Research and Development

(c) Foreign exchange earnings and Outgo

a) Conservation of energy

(i)	the steps taken or impact on conservation of energy
(ii)	the steps taken by the company for utilizing alternate sources of energy	NOT APPLICABLE
(iii)	the capital investment on energy conservation equipment’s

(b) Technology absorption

(i)	the efforts made towards technology absorption
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
	(a) the details of technology imported	NOT APPLICABLE
	(b) the year of import;
	(c) whether the technology been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	the expenditure incurred on Research and Development

c) Foreign exchange earnings and Outgo

Foreign Earning - NOT APPLICABLE

Foreign Outgo during the year under review - NIL

30. 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.

31. 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.

32. Corporate Governance:

As per Clause 49 of the Listing Agreement and Listing Regulation,2015 of 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 ”

33. 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.

34. 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

(e) 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.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. 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).

36. Corporate Governance and Management Discussion And Analysis:

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2016

37 OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place, a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

38 Acknowledgements

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/- sd/-

Whole Time Director Di_rect_or

^{Meeta H Mehta} Hiten R. Mehta

Place: Mumbai

Date: 12/08/2016

---

Mar 31, 2015

The 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. Financial summary of the Company ( Standalone)

I PARTICULARS [Year ended Year ended March 31, 2015 March 31, 2014 Rs(In 000) Rs(In 000)

Income 34,15,56 45822

Less: Expenditure 330885 47089

Profit/(Loss) before depreciation and taxes 1067 1267

Less: Depreciation 1365 805

Net Profit/(Loss) before tax 9307 (462)

Less: Provision or Tax 15,93 - Less: Provision for Deferred Tax (283) (9365)

Less: Provision for prior Period 6 -

Less: Provision or MAT Credit available (1547) -

Net Profit/(Loss) after Tax 9538 (8971)

Add: Balance b/f 68373 77344

Less: Income Tax of earlier years

Add: Excess Provision of tax (earlier Years)

Add: Prior Period adjustment

Profit available for Appropriation 58835 68373

Less : Proposed Dividend NIL NIL

Balance carried to balances heat 58835 68373

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. 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 Rs. 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.

BONUS SHARES

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 5th 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 Directors) 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

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

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, the 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.

Particulars

Approval

Options vested Not Applicable

Options exercised

Total number of shares arising out of exercise of options

Options forfeited/lapsed/cancelled

Variations of terms of options

Money realized by exercise of options

Total number of options in force

Particulars personnel

(b) Any other employee who received a grant in any one year of options amounting NOT APPLICABLE

to 5% or more of the options granted during the year (includes employees and group company employees)

(c) Identified employee s who are granted options, during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

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.

a. accepted during the year; NIL

b. remained unpaid or unclaimed as at the end of the year; NIL

c. whether there has been any default in repayment of deposits or payment of interest NIL thereon during the year and if so, number of such cases and the total amount involved

(i) at the beginning of the year; NIL

(ii) maximum during the year;

(iii) at the end of the year;

The details of deposits which are not in compliance with the requirements of Chapter V of the Act;

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 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.

29. Conservation of energy, technology absorption and foreign exchange earnings and outgo are as follows:

a) Conservation of energy

(i) the steps take no meon on vononergy NOT APPLICABLE sources of energy

(iii) the capital investment on energy conservation equipment's

(b) Technology absorption

(i) the efforts made towards technology absorption

(ii) the benefits derived like product improvement, cost reduction, product dev elopement or impotent substitution

(iii) inc as of imported technology( imported during the last three years reckoned from the beginning of the financial year)NOT APPLICABLE

(b)the year of import;

(c) whether the technology been fully absorbed

(d)if not fully absorbed, areas where absorption as

not taken place, and the reasons thereof (iv) the expenditure incurred on Research and Development

(c) Foreign exchange earnings and Outgo

a) Conservation of energy

(i) the steps take nor impact once observation of energy1

(ii) the steps taken by the company for utilizing alternate NOT APPLICABLE sources of energy

(iii) the capital investment on energy conservation equipment's

(b) Technology absorption

(i) the efforts made towards technology absorption

(ii) the benefits derived like product improvement, cost reduction, product dev elopement or import substitution

(iii) ince as of imported technology( imported during the last three years reckoned from the beginning oft he

(a)the details of technology imported NOTA PPLICABLE

(b)the year of import;

(c)whether the technology been fully absorbed

(d)i f not fully absorbed, areas where absorption as

not taken lace, and the reasons thereof

(iv) the expenditure incurred on Research and Development

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

(e) 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.

(f) the directors had devised proper systems to ensure compliance with the provisions of 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:

ended 31st March, 2015 Lose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

Place: Mumbai

Date: 14/08/2015 Sd/- Sd/- Whole Time director& CFO DIRECTOR Pooja H Mehta Hitten R. Mehta

---

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 19th Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31, 2014

STANDALONE FINANCIAL RESULTS

PARTICULARS Year ended Year ended March 31, March 31, 2014 2013 Rs (In '000) Rs (In '000)

Income 43234 45368

Less: Expenditure 42893 53968

Profit/(Loss) before depreciation and taxes 342 (8600)

Less: Depreciation 805 830

Net Profit/(Loss) before tax (462) (9430)

Less: Provision for Tax - 703

Less: Provision for Deferred Tax (9365) (463)

Less: Provision for Fringe Benefit Tax - -

Less: Provision for MAT Credit available - -

Net Profit/(Loss) after tax (8971) (9670)

Add: Balance b/f 77344 87014

Less: Income Tax of earlier years

Add: Excess Provision of tax (earlier Years)

Add : Prior Period adjustment

Profit available for Appropriation 67585 77344

Less : Proposed Dividend NIL NIL

Balance carried to balance sheet 67585 77344

OPERATIONS

During the year under report, the Company has net Profit of Rs.8970874 /- (Rupees Eighty Nine Lacs fifty Eight Thousand five hundred seventy five only) .

MANAGMNRT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis for the year 2013-14 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate sections forming part of the Annual Report.

A Certificate from Statutory Auditors of the company, M/s. CLB & Associates confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the companies Act, 1956 the Directors confirm that:

(i) in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) They have selected the 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 under review and for the profit or loss of the Company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the Annual Accounts on a going concern basis.

DIVIDEND

Due to not having a sufficient distributable profit for the current year the Board of Directors of the Company has not recommended any dividend on the equity share of the Company

FIXED DEPOSIT

The Company has not accepted / renewed any Fixed Deposits from Shareholders, Directors and public during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the articles of association Mr. Hiten R Mehta would retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, offers himself for re-appointment.

SUBSIDIARY COMPANIES:

The Company has the following subsidiary companies

1. Odyssey Infrabuild Private Limited.

2. Odyssey Global Private Limited.

3. Odyssey Media and Entertainment Private Limited.

4. Odyssey Group PTE. Limited.

As per Section 212 of the Companies Act, 1956.The Company is required to attach the Director's Report, Balance Sheet, and Profit and Loss Account of subsidiaries. In accordance with the general circular No. 2/2011 dated 08th February, 2011, has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statement in the Annual Report. Accordingly, the Balance Sheet, Profit and Loss and other documents of the subsidiaries are not being attached with the Balance Sheet of the Company. The company will make available the Annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. These documents will also be kept open for inspection during the business hours at the Registered Office of the Company. The Consolidated Financial Statements presented by the company include the financial results of its subsidiary companies.

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

COST AUDITOR

The central Government had not directed an audit of cost accountants maintained by the company in respect of all its products.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & RISK ANALYSIS REPORT

As required by clause 49 of the listing agreement entered into with the Stock Exchange, a detailed report on the Corporate Governance and Management Discussion & Risk Analysis Report is attached to this report. Auditor's certificate regarding compliance of the conditions of the Corporate Governance stipulated under the said clause is also attached to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of sub-section (1) of section 217 of the Companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

PARTICULARS OF EMPLOYEES

The Provisions of section 217(2A) of the Companies Act,1956 read with the companies (Particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed as amended till date.

LISTING

The equity shares of the company are at present listed with the Bombay Stock Exchange Limited. The Company is regular in payment of listing fee.

CASH FLOW STATEMENT

In conformity with the provisions of clause 32 of the Listing Agreement and requirement of Companies Act, 1956 the cash flow statement for the year ended 31.03.2014 is annexed here to.

ACKNOWLEDGMENT

The Board of Directors expressed deep gratitude for the assistance, co-operation and support extended to your company by the bankers of the company, customers as well as the investing community and look forward to their continued support.

By Order of the Board For Odyssey Corporation Limited Sd/- Sd/- Director Director Hiten R Mehta Jaiprakash Jindal

Place: Mumbai Date: 14th August, 2014

---

Mar 31, 2013

To The Members of ODYSSEY CORPORATION LIMITED

The Directors have pleasure in presenting the 18th Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31, 2013

STANDALONE FINANCIAL RESULTS

PARTICULARS Year ended Year Ended March 31, 2013 March, 31, 2012 Rs (In ''000) Rs (In ''000)

Income 45368 240190

Less: Expenditure 53968 238769

Profit/(Loss) before depreciation and taxes (8600) 1421

Less: Depreciation 830 732

Net Profit/(Loss) before tax (9430) 689

Less: Provision for Tax 703 0.00

Less: Provision for Deferred Tax (463) 1012

Less: Provision for Fringe Benefit Tax - -

Less L Provision for MAT Credit Available - (313)

Net Profit/(Loss) after tax (9670) (10)

Add: Balance b/f 87014 87024

Less: Income Tax of earlier years - -

Add: Excess Provision of tax (earlier Years) - -

Profit available for Appropriation- 77344 87014

Less : Proposed Dividend NIL Nil

Balance carried to balance sheet 77344 87014

OPERATIONS

During the year under report, the Company has net Loss of Rs.96,69,716 /- (Rupees Ninety Six Lacs sixty Nine Thousand Seven hundred Sixteen only) as against Loss of(Rs.10000 /-) (Rupees Ten Thousand Only)in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company is engaged into the activities such as Corporate Finance & Advisory Services and trading in shares, Investments, etc. The Company is taking number of initiatives to consolidate and improve margins and return on capital which will in turn enhance the shareholders value. The current year was a better year for the Company. Due to uncertain finance market, the Company is taking a cautious view and will adopt its investment policies accordingly.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the companies Act, 1956 the Directors confirm that:

(i) in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) They have selected the 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 under review and for the profit or loss of the Company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the Annual Accounts on a going concern basis.

DIVIDEND

Due to not having a sufficient distributable profit for the current year the Board of Directors of the Company has not recommended any dividend on the equity share of the Company

FIXED DEPOSIT

The Company has not accepted / renewed any Fixed Deposits from Shareholders, Directors and public during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the articles of association Mr. Paresh Mahajan would retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, offers himself for re-appointment.

Your company has appointed Mr. Sameer Reela as an additional director of the company on 25th June, 2013.

SUBSIDIARY COMPANIES:

The Company has the following subsidiary companies

1. Odyssey Infrabuild Private Limited.

2. Odyssey Global Private Limited.

3. Odyssey Media and Entertainment Private Limited.

4. Odyssey Group PTE. Limited.

As per Section 212 of the Companies Act, 1956.The Company is required to attach the Director''s Report, Balance Sheet, and Profit and Loss Account of subsidiaries. In accordance with the general circular No. 2/2011 dated 08th February, 2011, has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statement in the Annual Report. Accordingly, the Balance Sheet, Profit and Loss and other documents of the subsidiaries are not being attached with the Balance Sheet of the Company. The company will make available the Annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. These documents will also be kept open for inspection during the business hours at the Registered Office of the Company. The Consolidated Financial Statements presented by the company include the financial results of its subsidiary companies.

AUDITORS

M/s. CLB & ASSOCIATES, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as Auditors of the Company. The Company has received declaration under 224(1B) of the Companies Act, 1956 from the Auditors of the Company.

COST AUDITOR

The central Government had not directed an audit of cost accountants maintained by the company in respect of all its products.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & RISK ANALYSIS REPORT

As required by clause 49 of the listing agreement entered into with the Stock Exchange, a detailed report on the Corporate Governance and Management Discussion & Risk Analysis Report is attached to this report. Auditor''s certificate regarding compliance of the conditions of the Corporate Governance stipulated under the said clause is also attached to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of sub- section (1) of section 217 of the Companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

PARTICULARS OF EMPLOYEES

The Provisions of section 217(2A) of the Companies Act,1956 read with the companies (Particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed as amended till date.

LISTING

The equity shares of the company are at present listed with the Bombay Stock Exchange Limited. The Company is regular in payment of listing fee.

CASH FLOW STATEMENT

In conformity with the provisions of clause 32 of the Listing Agreement and requirement of Companies Act, 1956 the cash flow statement for the year ended 31.03.2013 is annexed here to.

ACKNOWLEDGMENT

The Board of Directors expressed deep gratitude for the assistance, co-operation and support extended to your company by the bankers of the company, customers as well as the investing community and look forward to their continued support.

By Order of the Board

For Odyssey Corporation Limited

Sd/- Sd/-

Director Director

Hiten R Mehta Paresh Mahajan

Place: Mumbai

Date: 5th September, 2013

---

Mar 31, 2011

The Members,

ODYSSEY CORPORATION LIMITED

The Directors have pleasure in presenting the 16th Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2011

FINANCIAL RESULTS

Rs.

Particulars Year ended 31st March, 2011 Year ended 31st March, 2010

Income 50,608 42,529

Less: Expenditure 44,673 13,559

Profit/(Loss) before depreciation and taxes 51,046 28,970

Less: Depreciation 401 337

Net Profit/(Loss) before tax 58,947 28,633

Less: Provision for Tax 1,250 4,900

Less: Provision for Deferred Tax 2,619 3,935

Less: Provision for Fringe Benefit Tax - -

Less: Provision for MAT Credit available (7,219) (4,759)

Net Profit/(Loss) after tax 51,046 24,557

Add: Balance b/f 47,812 23,276

Less: Income Tax of earlier years - -

Add: Excess Provision of tax (earlier Years) (38) (20)

Add : Prior Period adjustment - -

Profit available for Appropriation 98,470 47,813

Less : Proposed Dividend 9,093 -

Balance carried to balance sheet 89,376 47,813

During the year under report, the Company has net profit of Rs. 5,10,46,637/- (Rupees Five Crore Ten Lacs Forty six Thousand six Hundred Thirty Seven only) as against (Rs. 2,45,57,121/-) (Rupees Two Crore Forty Five lacs Fifty Seven Thousand One Hundred Twenty one only) in the previous year.

DIVIDEND

The Board of Directors of the Company have recommended a 5% dividend for each equity share, if approved by the shareholders at the ensuing Annual General Meeting. It will be paid to all shareholders whose names appear on the Register of Members as on 23rd September, 2011 and whose names appear as beneficial owners as per beneficiary list furnished for the purpose by NSDL and CDSL.

PERFORMANCE REVIEW & FUTURE PROSPECTS

The Company is engaged into the activities such as Corporate Finance & Advisory Services and trading in shares, Investments, etc. The Company is taking number of initiatives to consolidate and improve margins and return on capital which will in turn enhance the shareholders value. The current year was a better year for the Company. Due to uncertain finance market, the Company is taking a cautious view and will adopt its investment policies accordingly.

AMENDMENT IN OBJECT CLAUSE OF THE COMPANY, INCREASE IN AUTHORISED CAPITAL AND ISSUE OF ADR AND GDR OF THE COMPANY

During the year the shareholders of the Company has approved amendment in Object Clause of the Company and Increase in Authorised Capital of the Company from Rs. 20 Crores to Rs. 30 Crores and also approved the Issue of ADR/GDR by passing a special resolution through postal ballot.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the companies Act, 1956 the Directors confirm that:

(i) in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) They have selected the 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 under review and for the profit or loss of the Company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the Annual Accounts on a going concern basis.

FIXED DEPOSIT

The Company has not accepted/renewed any Fixed Deposits from Shareholders, Directors and public during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Paresh Bhupendra Mahajan who retires by rotation at the ensuing Annual General Meeting and is eligible for re- appointment, offers himself for re-appointment.

SUBSIDIARY COMPANIES:

During the year there is no Subsidiary as per provisions of Listing Agreement of the Stock Exchange of Odyssey Corporation Limited. However after the year ended 31st March, 2011 the Company has made the investments in the following subsidiary 1. Odyssey Infrabuild Private Limited, incorporated in Mumbai on 10th June, 2011, Odyssey Media and Entertainment Private Limited, incorporated in Mumbai on 9th June, 2011, Odyssey Global Private Limited, incorporated in Mumbai on 13th June,2011.

CONVERSION OF WARRANTS

During the financial year ended 31st March, 2011 the Company has allotted 218,500 Equity Shares on 5th March, 2011 and 10,76,600 Equity Shares on 28th March, 2011 of Rs. 10/- each at a premium of Rs. 28/- each on conversion of Warrants. During the current financial year the Company has further allotted 15,10,000 Equity Shares on conversion of warrants respectively.

AUDITORS

M/s. SANDEEP SHETH & ASSOCIATES, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible for re-appointment as Auditors of the Company. The Company has received declaration under 224(1B) of the Companies Act, 1956 from the Auditors of the Company.

COMMENTS ON AUDITOR'S REPORT:

As regards Para 7 of the annexure to the Auditor's Report, the directors are looking after the day to day business of the Company and expenditure on formal internal audit system is not warranted. However the Company is in process of appointing a firm of chartered accountant as an internal auditor.

COST AUDITOR

The central Government had not directed the Company to maintain cost accounts in respect of any its products.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & RISK ANALYSIS REPORT

As required by clause 49 of the listing agreement entered into with the Stock Exchange, a detailed report on the Corporate Governance and Management Discussion & Risk Analysis Report is attached to this report. Auditor's certificate regarding compliance of the conditions of the Corporate Governance stipulated under the said clause is also attached to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of sub-section (1) of section 217 of the Companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

PARTICULARS OF EMPLOYEES

The Provisions of section 217(2A) of the Companies Act,1956 read with the companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed as amended till date.

LISTING

The equity shares of the Company are at present listed with the Bombay Stock Exchange Limited. The Company is regular in payment of listing fee.

CASH FLOW STATEMENT

In conformity with the provisions of clause 32 of the Listing Agreement and requirement of Companies Act, 1956 the cash flow statement for the year ended 31.03.2010 is annexed here to.

ACKNOWLEDGMENT

The Board of Directors expressed deep gratitude for the assistance, co-operation and support extended to your Company by the bankers of the Company, customers as well as the investing community and look forward to their continued support.

By Order of the Board

For Odyssey Corporation Limited

Sd/- Sd/-

Paresh Mahajan Hemanshu Mehta

Director Director

Place: Mumbai

Date: 7th September, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 15th Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31, 2010

FINANCIAL RESULTS

PARTICULARS Year ended March Year ended March 31, 2010 31, 2009

Rs (In 000) Rs (In 000)

Income 42,529 4,665

Less: Expenditure 13,559 49,871

Profit/(Loss) before depreciation and taxes 28,970 (45,206)

Less: Depreciation 337 343

Net Profit/(Loss) before tax 28,633 (45,549)

Less: Provision for Tax 4,900

Less: Provision for Deferred Tax 3,935 (5,531)

Less: Provision for Fringe Benefit Tax -- 40

Less: Provision for MAT Credit available (4,759) --

Net Profit/(Loss) after tax 24,557 (40,058)

Add: Balance b/f 23,276 62,123

Less: Income Tax of earlier years

Add: Excess Provision of tax (earlier Years) (20) 414

Add : Prior Period adjustment -- 797

Profit available for Appropriation 47,813 23,276

Less : Proposed Dividend

Balance carried to balance sheet 47,813 23,276

OPERATIONS

During the year under report, the Company has net profit of Rs. 2,45,57,121 /- (Rupees Two Crore Forty Five Lacs Fifty Seven Thousand One Hundred Twenty One only) as against (Rs. 4,00,57,765 /-) (Rupees Four Crore Fifty Seven Thousand Seven Hundred Sixty Five only) in the previous year. Your directors are taking reasonable steps to increase the profit for the next year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company is engaged into the activities such as Corporate Finance & Advisory Services and trading in shares, Investments, etc. The Company is taking number of initiatives to consolidate and improve margins and return on capital which will in turn enhance the shareholders value. The current year was a better year for the Company. Due to uncertain finance market, the Company is taking a cautious view and will adopt its investment policies accordingly.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the companies Act, 1956 the Directors confirm that:

(i) in preparation of the Annua! Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) They have selected the 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 under review and for the profit or loss of the Company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the Annual Accounts on a going concern basis.

DIVIDEND

The Company has not declared any dividend during the year.

DEPOSITS

The Company has not accepted / renewed any Deposits from Shareholders, Directors and public during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Samar Vishwanath Singh would retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment, offers himself for re-appointment.

Your company has appointed Mr. Hemanshu Mehta as an additional director of the company on 15th October, 2009. Mr. Raj Narain Rawat was inducted as an Additional Director on the Board of the Company on 7th September 2010 and he was also appointed as Executive Director of the company for the period of 5 years with effect from 7th September, 2010.

Mr. Denis H Selarka resigned from the company with effect from 7th September, 2010

SHIFTING OF THE REGISTERED OFFICE OF THE COMPANY:

Your Company has shifted its Registered office from A-2, Haridarshan, near SVP Primary School, Bhogilal Fadiya Road, Kandivali (W), Mumbai - 400067 to Shop No. 3, Hemu Castle, Dadabhai Road, Vileparle (W), Mumbai - 400056 with effective from 1st June 2010 for the more operational convenience of the company.

INCREASE OF AUTHORISED CAPITAL:

Your Company has already intimated you regarding the increase in Authorized capital of the Company from Rs. 5 Crores to 20 Crores and accordingly your approval has also taken in the general meeting held on 27th February, 2010 by passing the special resolution and got the approval for the above from Registrar of Companies.

PREFERENTIAL ISSUE:

Your Company has issued the 1,47,00,000 warrants under preferential allotment which were converted into equity and out of the above 1,18,92,000 warrants were converted into equity on 16th March 2010 and your company paid up capital has increased to 16,89,2000 Equity shares of Rs. 10/- each

AUDITORS

M/s. Sandeep Sheth & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible for re-appointment as Auditors of the Company. The Company has received declaration under 224(1 B) of the Companies Act, 1956 from the Auditors of the Company.

COMMENTS ON AUDITORS REPORT:

As regards Para 7 of the annexure to the Auditors Report, the directors are looking after the day to day business of the Company and expenditure on formal internal audit system is not warranted. However the company is in process of appointing a firm of chartered accountant as an internal auditor.

COST AUDITOR

The central Government had not directed an audit of cost accountants maintained by the company in respect of all its products.

CORPORATE GOVERNANCE

As required by clause 49 of the listing agreement entered into with the Stock Exchange, a detailed report on the Corporate Governance is attached to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of sub-section (1) of section 217 of the Companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

PARTICULARS OF EMPLOYEES

The Provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed as amended till date.

LISTING

The equity shares of the company are at present listed with the Bombay Stock Exchange Limited. The Company is regular in payment of listing fee.

CASH FLOW STATEMENT

In conformity with the provisions of clause 32 of the Listing Agreement and requirement of Companies Act, 1956 the cash flow statement for the year ended 31.03.2010 is annexed here to.

ACKNOWLEDGMENT

The Board of Directors expressed deep gratitude for the assistance, co-operation and support extended to your company by the bankers of the company, customers as well as the investing community and look forward to their continued support.

By Order of the Board

For Odyssey Corporation Limited

Sd/- Sd/- Paresh Mahajan Hemanshu Mehta Director Director

Place: Mumbai Date: 07.09.2010

---

Mar 31, 2009

The Directors have pleasure in presenting the 14th Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31, 2009.

FINANCIAL RESULTS

PARTICULARS Year ended Year ended March 31, March 31, 2009Rs (In 000) 2008Rs (In000)

Income 4,665 5,77,742

Less: Expenditure 49,871 5,72,515

Profit/ (Loss) before depreciation and taxes (45,206) 5,227

Less:Depreciation 343 462

Net Profit/(Loss) before tax (45,549) 4,765

Less: Provision for Tax - 550

Less: Provision for Deferred Tax (5,531) (8,712)

Less: Provision for Fringe Benefit Tax 40 65

Net Profit/(Loss) after tax (40,058) 12,862

Add: Balance b/f 62,123 49,261

Less: Income Tax of earlier years -- --

Add: Excess Provision of tax (earlier Years) 414 --

Add : Prior Period adjustment 797 --

Profit available for Appropriation 23,276 62,123

Less : Proposed Dividend -- --

Less : Dividend Tax -- --

Balance carried to balance sheet 23,276 62,123

OPERATIONS

During the year under report, the Company has net loss of (Rs. 4, 00, 57,764/-) (Rupees Four Crore Fifty Seven Thousand Seven Hundred Sixty Four only) as against (Rs. 1, 28, 61,722/-) (Rupees One Crore Twenty Eight Lakhs Sixty One Thousand Seven Hundred Twenty Two only) in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company is engaged into the activities such as Corporate Finance & Advisory Services and trading in shares, Investments, etc. The Company is taking number of initiatives to consolidate and improve margins and return on capital which will in turn enhance the shareholders value. The current year was a better year for the Company. Due to uncertain finance market, the Company is taking a cautious view and will adopt its investment policies accordingly.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the companies Act, 1956 the Directors confirm that:

(i) in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) They have selected the 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 under review and for the profit or loss of the Company for that period;

(iii)They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the Annual Accounts on a going concern basis.

DIVIDEND

The Company has not declared any dividend during the year due to loss.

FIXED DEPOSIT

The Company has not accepted / renewed any Fixed Deposits from Shareholders, Directors and public during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the articles of association Mr. Samar Vishwanath Singh would retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, offers himself for re-appointment.

AUDITORS

M/s. Sandeep Sheth & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible for re-appointment as Auditors of the Company. The Company has received declaration under 224{1B) of the Companies Act, 1956 from the Auditors of the Company.

COMMENTS ON AUDITORS REPORT:

As regards Para 7 of the annexure to the Auditors Report, the directors are looking after the day to day business of the Company and expenditure on formal internal audit system is not warranted. However the company is in process of appointing a firm of chartered accountant as an internal auditor.

COST AUDITOR

The central Government had not directed an audit of cost accountants maintained by the company in respect of all its products.

CORPORATE GOVERNANCE

As required by clause 49 of the listing agreement entered into with the Stock Exchange, a detailed report on the Corporate Governance is attached to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of sub- section (1) of section 217 of the Companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

PARTICULARS OF EMPLOYEES

The Provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed as amended till date.

LISTING

The equity shares of the company are at present listed with the Bombay Stock Exchange Limited. The Company is regular in payment of listing fee.

CASH FLOW STATEMENT

In conformity with the provisions of clause 32 of the Listing Agreement and requirement of Companies Act, 1956 the cash flow statement for the year ended 31.03.2009 is annexed here to.

ACKNOWLEDGMENT

The Board of Directors expressed deep gratitude for the assistance, co-operation and support extended to your company by the bankers of the company, customers as well as the investing community and look forward to their continued support.



By Order of the Board For Odyssey Corporation Limited Sd/- Paresh Mahajan Director Place:Mumbai Date:07.09.2009