Oddyssy Annual Report - 2014 - Final · ODYSSEY CORPORATION LIMITED ANNUAL REPORT - 2014 Registered Office: Shop No. 3, Hemu Castle, Dadabhai Road, Near Gokhilbai School, Vile Parle

ODYSSEY CORPORATION LIMITED

ANNUAL REPORT - 2014ANNUAL REPORT - 2014ANNUAL REPORT - 2014ANNUAL REPORT - 2014ANNUAL REPORT - 2014ANNUAL REPORT - 2014

Registered Office:

Shop No. 3, Hemu Castle, Dadabhai Road,

Near Gokhilbai School, Vile Parle (W), Mumbai – 400056

CORPORATE INFORMATION

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ANNUAL REPORT - 2014

BOARD OF DIRECTORSMr. Hiten Mehta Mr. Jai Prakash JindalMr. Paresh MahajanMr Sameer Relia

Company Secretary & Compliance OfficerMs. Nishu Goyal

REGISTERED OFFICEShop No. 3, Hemu Castle,Dadabhai Road, Near Gokhibai SchoolVile Parle (West)Mumbai – 400056Tel : 022-26241111Fax :022-26241104Email : [email protected]

AUDITORSM/s. CLB & AssociatesChartered Accountants,77, Mulji jetha building

rd3 floor,185-187, Princess streetMarine Lines, Mumbai – 400002Tel : 022-22066860Fax : 022-22052224Email : [email protected]

BANKERSICICI Bank Ltd.Corporation Bank Ltd.Canara Bank

REGISTRAR & TRANSFER AGENTBig Share Services Pvt. Ltd.E-2, Ansa Industrial Estate,Saki Vihar Road, Sakinaka,Andheri (East), Mumbai 400 07

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CONTENTS

Notice………………………………………………….

Directors Report……………………………………..

Corporate Governance Report…………………………………..

Management & Analyst Report …………………………………….

Auditor's Report…………………………………….

Balance Sheet…………………………………………

Statement of Profit and Loss Account………………..

Cash Flow Statement………………………….

Significant Accounting Policies……………………………..

Notes Forming Part of Accounts……………………

Consolidated Auditor's Report…………………………………….

Consolidated Balance Sheet…………………………………………

Consolidated Statement of Profit and Loss Account………………..

Consolidated Cash Flow Statement………………………….

Consolidated Significant Accounting Policies……………………………..

Consolidated Notes Forming Part of Accounts……………………

Statement pursuant to Section 212 of the Companies Act,1956 Proxy Form & Attendance Slip

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NOTICE

Notice is hereby given that the NINETEENTH Annual General Meeting of the Members of the Company will be held at Shop No. 3, Hemu Castle, Dadabhai Road, Near Gokhibai School, Vile

THParle (W), Mumbai – 400056 on, Saturday, 27 September, 2014 at 11.00 A.M. to transact the following business:

Ordinary Business:1. To receive, consider and adopt the Audited Balance Sheet and the Profit & Loss Account for the

styear ended 31 March 2014 and the Directors' Report and Auditors' Reports thereon.2. To appoint a Director in place of Mr. Hiten R Mehta (holding DIN: 01875252) who retires by

rotation and being eligible to offer himself for re appointment.3. To appoint the auditor of the company and to fix their remuneration and this regard to

Consider, and if thought fit ,to pass with or without modification (s), following resolution as an ordinary resolution “RESOLVED THAT M/s. CLB & Associates, Chartered Accountants, FRN 124305W be and are hereby appointed as Statutory Auditor's of the Company as per section 139 (1)of the Companies Act 2013,at a remuneration that may be decided by the Board of Directors in consultation with the Auditor's, provided that the re appointment shall be from the conclusion of this annual General Meeting to the conclusion of next three annual General Meetings of the company and that the appointment shall be subject to ratification by the members at every Annual General Meeting to be held during the said period.

SPECIAL BUSINESS:

4) To consider and, if thought fit, to pass with or without modification, the following resolution

as an 'Ordinary Resolution':

To appoint Mr. Sameer Relia (holding DIN: 01147315) as an Independent Director and in this

regard to consider and if thought fit, pass, with or without modification (s), the following

resolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Sections 149, 150, 152 and any other applicable

provisions of the Companies Act, 2013 and the rules made there under (including any statutory

modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the

Companies Act, 2013, Mr. Sameer Relia (holding DIN : 01147315), Director of the Company

whose period of office is liable to determination by retirement of directors by rotation and who,

pursuant to the provisions of the Companies Act, 2013 (being an independent director) is no

longer liable to retire by rotation and who in accordance with the Companies Act, 2013 is

required to be appointed as an independent director and in respect of whom the Company has

received a notice in writing from a member proposing his candidature for the office of Director,

be and is hereby appointed as an Independent Director of the Company .

For and on Behalf of the Board of DirectorsSd/-

Hiten R MehtaDirector Place : Mumbai

thDated : 4 September,2014


NOTES: -

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and to vote on a poll instead of himself and such proxy need not be a member of the company. The instrument appointing the proxy shall be deposited at the registered office of the company not later than 48 hours before the time fixed for holding the meeting in default, the instrument of proxy shall not be treated as valid.

2. The Register of members and Share Transfer Books of the Company will remain closed th thfrom 24 September, 2014 to 27 September, 2014 (both days inclusive).

3. Members are requested to bring their copy of Annual Report along with them as copies of the same will not be distributed at the meeting.

4. Members desirous of asking any questions at the Annual General Meeting are requested to send their questions so as to reach the Company at least 10 days before the Annual General Meeting so that the same can be suitably replied.

5. Members / Proxies are requested to produce the Attendance Slip at the entrance of the Hall.

6. Members are requested to intimate change of address, if any, to the company quoting reference to their Registered Folio Number.

7. The Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 in respect of the business under item, 4 set out above is annexed hereto.

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ANNEXURE TO THE NOTICE:

STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 (“The Act”) The following statement sets out all material facts relating to Special Business mentioned in accompanying Notice:

ITEM NO. 4

The following Explanatory Statement sets out the material facts relating to the business under items 4, of

the accompanying Notice:

Mr. sameer Relia is an Independent Directors of the Company. He joined the Board of Directors of the

company . The Securities and Exchange Board of India (SEBI) has amended Clause 49 of the Listing

Agreement inter alia stipulating the conditions for the appointment of independent directors by a listed

company. It is proposed to appoint Mr. Anil Sameer Relia as Independent Director under Section 149 of

the Act and Clause 49 of the Listing Agreement to hold office for 5 (five) consecutive years for a term up to

31st March 2019. The Company has received notices in writing from members along with the deposit of

requisite amount under Section160 of the Act proposing the candidatures of f Mr. Sameer Relia for the

office of Directors of the Company. Mr. Sameer Relia is not disqualified from being appointed as Directors

in terms of Section 164 of the Act and has given his consent to act as Director. The Company has also

received declarations from Mr. Sameer Relia that they meet with the criteria of independence as

prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing

Agreement. In the opinion of the Board, Mr. Sameer Relia fulfill the conditions for appointment as

Independent Director as specified in the Act and the Listing Agreement. Mr. Sameer Relia is independent

of the management. In the opinion of the Board of Directors, Mr. Sameer Relia, the independent Director

proposed to be appointed, fullfills the conditions specified in the Companies Act, 2013 and the rules made

there under and he is independent of the management. Copy of the draft letters for respective

appointments of Mr Sameer Relia as Independent Director setting out the terms and conditions are

available for inspection by members at the Registered Office of the Company during normal business

hours on working days upto the date of AGM. This Statement may also be regarded as a disclosure under

Clause 49 of the Listing Agreement with the Stock Exchange. Mr. Sameer Relia is interested in the

resolutions set out respectively at Item Nos. 4 of the Notice with regard to their respective appointments.

The relatives of Mr. Sameer Relia may be deemed to be interested in the resolutions set out respectively at

Item Nos. 4 of the Notice, to the extent of their shareholding interest, if any, in the Company. Save and

except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives

are, in anyway, concerned or interested, financially or otherwise, in these resolutions. The Board

commends the Ordinary Resolutions set out at Item Nos 4 of the Notice for approval by the shareholders

For and on Behalf of the Board of DirectorsSd/-

Hiten R MehtaDirector Place : Mumbai

thDated : 4 September,2014


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DIRECTORS' REPORT

To The Members,ODYSSEY CORPORATION LIMITED

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

CONSOLIDATED FINANCIAL RESULTS

For Odyssey Corporation Limited Sd/- Director Hiten R Mehta

Sd/- Director Jai Prakash Jindal

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

Year ended March 31, 2013 Rs (In ‘000)

Income 43235 46224 Less: Expenditure 48863 54424 Pro�it/(Loss) before depreciation and taxes (5628) (8200) Less: Depreciation 964 989 Net Pro�it/(Loss) before tax (6592) (9189) Less: Provision for Tax -- 703 Less: Provision for Deferred Tax (9365) (463) Less: Provision for Fringe Bene�it Tax - - Less: Provision for MAT Credit available - - Net Pro�it/(Loss) after tax 2840 (9429) Less Minority Interest (45) (46) Pro�it & Loss After Tax & Minority Interest 2886 (9383) Add: Balance b/f 60641 67138 Less: Income Tax of earlier years Add: Excess Provision of tax (earlier Years) Add : Prior Period adjustment

Pro�it available for Appropriation 60641 57755 Less : Proposed Dividend Balance carried to balance sheet 60641 57755

OPERATIONS : During the year under report, the Company has net Loss of Rs. 28,40,853 /- (Rupees Twenty Eight Lacs Fouty Thousand Eight Hundred fifty Three only


DIRECTORS' REPORTTo The Members,ODYSSEY CORPORATION LIMITED

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

STANDALONE FINANCIAL RESULTS

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

Year ended March 31, 2013 Rs (In ‘000)

Income 43234 45368 Less: Expenditure 42893 53968 Pro�it/(Loss) before depreciation and taxes 342 (8600) Less: Depreciation 805 830 Net Pro�it/(Loss) before tax (462) (9430) Less: Provision for Tax - 703 Less: Provision for Deferred Tax (9365) (463) Less: Provision for Fringe Bene�it Tax - - Less: Provision for MAT Credit available - - Net Pro�it/(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

Pro�it available for Appropriation 67585 77344 Less : Proposed Dividend NIL NIL Balance carried to balance sheet 67585 77344

OPERATIONSDuring 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.


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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 ADEQUACYThe 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.

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


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DIRECTORSIn 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 companies1. 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

thaccordance with the general circular No. 2/2011 dated 08 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 AUDITORThe central Government had not directed an audit of cost accountants maintained by the company in respect of all its products.


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Place: MumbaithDate: 14 August, 2014

By Order of the BoardFor Odyssey Corporation Limited Sd/- Director Hiten R Mehta

Sd/- Director Jaiprakash Jindal

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & RISK ANALYSIS REPORTAs 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 OUTGODuring 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 EMPLOYEESThe 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 STATEMENTIn 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.


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Report on Corporate Governance

COMPANY'S PHILOSOPHY:

Your Company has implemented the Guidelines of Corporate Governance in terms of Clause 49 of the listing Agreement executed with the Bombay Stock Exchange. The Company's philosophy on good Corporate Governance is maintained by being transparent, accounting implementing policies, setting and adhering to appropriate disclosure norms, learning and implementing best-in-class Board practices and displaying consistently high standards of corporate conduct towards its stakeholders.

I. BOARD OF DIRECTORS:

a) Composition of the Board:As on 31 March 2014, Odyssey's Board comprised of Four Directors. The Board functions either as a full Board or through committee. Policy formulation, setting up of goals and evaluation of performance and control functions vests with the Board while the Committees look after operational issues.

Mr. Paresh Mahajan� � - Non Executive & Independent

Mr. Jai Prakash Jindal - Non Executive & Independent

Mr. Sameer Relia -� Non Executive & Independent

Mr. Hiten Mehta -� Non Executive Director

b) Number of Board Meetings:nd th

In 2013-14, the Board of the Company met Nine times on ,2 April,2013.30th May 2013,6 thJune ,2013,25 July,2013, 14th August 2013, 5th September 2013, 14th November 2013,24

December,2013 and 14th February 2014 .

c) Directors' Attendance Record and Directorships: The attendance record of each director at the Board of Directors Meeting and at previous Annual General Meeting along with details of membership and/or chairmanship in Boards/or Committees is given below:


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Composition of the Board / No. of Board Meetings/ Attendance record & Directorship etc:

None of the Non Executive Directors have any material pecuniary relationship or transaction with the Company.

Directors sitting fees of Rs.250 Per head per meeting was paid to all the Directors for physically attending meetings of the Board, Audit committees.

II. BOARD COMMITTEES:

The board has constituted the following committees of Directors:

a. Audit Committee

b. Remuneration Committee

c. Shareholder's Grievance Committee

a) Audit Committee:As on 31 March 2014, Audit Committee consisted of Mr. Paresh Mahajan, Mr. Jai Prakash Jindal and Mr. Sameer Relia as members of the Committee. Mr. Paresh Mahajan and Mr. Sameer Relia are independent Directors. The Committee met Four times during the course

th th th hof the year on 28 May 2013, 13 August 2013, 13 November 2013 and 13 February 2014.

Name of the Directors

Category of Directorship

Attendance Particulars No. of other Directorships and Committee membership / Chairmanships in other Indian public companies

Number of Board Meetings

Last AGM

Other Directorships

Committee Memberships

Committee Chairmanships

Held Attended

Mr. Paresh Mahajan

Non Executive Independant

9 9 Yes --- --- ---

Mr. Hiten Mehta

Non Executive Promoter

9 9 Yes 5

Mr. Sameer Relia

Non-Executive Independant

6 6 Yes 1 --- ---

Jai Prakash Jindal

Non-Executive Independant

9 8 Yes 3


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Attendance record of Audit Committee members for 2013-14:

Name of Members Status Nature No. of Meetings of Directorship Held Attended

Mr. Paresh Mahajan Chairman Non Executive 4 3Independent Director

Mr. Samir Relia Member Non Executive 4 2Independent Director

Mr. Jai Prakash Jindal Member Non Executive 4 3Non Executive Director

Representatives of the statutory auditors are regularly invited by the Audit Committee to

its meetings. The terms and composition of the Audit Committee confirm to the

requirement of Section 292A of the Companies Act, 1956.

Terms of reference: (a) Review of the Company's financial reporting process and financial statements.(b) Review of accounting and financial policies and practices.(c) Review of Internal control systems.(d) Discussion with Statutory Auditors on any significant findings and follow-up

thereon.(e) Reviewing the Company's financial and risk management policies.

The Statutory Auditors are invitees to the Meeting.

Powers of Audit Committee:

The Audit Committee has the following powers:I To investigate any activity within its terms of reference;ii) To seek information from any employee;iii) To obtain outside legal or other professional advice;iv) To secure attendance of outsiders with relevant expertise, if it considers necessary.

b) REMUNERATION COMMITTEE: Remuneration Committee comprise of Mr. Paresh Mahajan and Mr. Sameer Relia. Mr. Paresh Mahajan and Mr. Sameer Relia are independant Directors. During the financial

thyear, one meeting of Committee was held on 30 June 2013 to recommend the sitting fee payable to the all the Non executive Directors.


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C) SHAREHOLDERS'/INVESTORS' GRIEVANCES COMMITTEE:The Shareholders'/Investors' Grievance Committee consisted of Mr. Paresh Mahajan – Chairman and Mr. Sameer Relia & Mr. Hiten Mehta. The Committee looks into all matters related with the transfer of securities it also specifically looks into redressing complaints of shareholders and investors such as transfer of shares, transmission of shares, issue of share certificates, non-receipt of Annual Report and non-receipt of declared dividends. The Committee comprises three members; The Committee met Four times during the year. During the year all the complaints received from Shareholders were duly replied and

stresolved. No complaint was pending as on 31 March, 2014. Transfer committee

Attendance record of Shareholders'/Investors' Grievances Committee for 20132014:

Name of Members Category Nature of Directorship No. of Meetings Held Attended Mr. Paresh Mahajan Chairman Non Executive 4 4 Independent Director Mr. Sameer Relia Member Non Executive 4 4 Independent Director Mr. Hiten Mehta Member Non Executive 4 4

d) CODE OF CONDUCT:

The Board of Odyssey Corporation Limited has adopted and laid down a code of conduct for

all Board members and Senior Management of the company. All Board members and

Senior Management personnel have affirmed compliance with the Code of Conduct. The

declaration by the Chief Executive Officer in this respect appears elsewhere in this report.

e) INVESTOR COMPLAINTS

The Company received some complaints from shareholders during the year as shown

below. These complaints were resolved to the satisfaction of the shareholders. The average

time taken by the Company to resolve complaints was 15-20 days.

Nature of complaint Complaints Complaints Complaints

received redressed Pending

Non-receipt of share certificates 1 1 1

Non-receipt of dividend/interest warrant - - -

Non-receipt of annual report - - -

Non-completion of transfer procedure - - - Total 1 - -

III. Subsidiary CompaniesAs per provisions of Listing Agreement of the Stock Exchange, Odyssey Corporation Limited has following Subsidiary companies.


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1. Odyssey Infrabuild Private Limited.2. Odyssey Global Private Limited.3. Odyssey Media and Entertainment Private Limited.4. Odyssey Group PTE. Limited.

IV. DISCLOSURES:a) There were no materially significant related party transactions during the year that

may have potential conflict with the interest of the Company at large.b) There were no instances of any material non compliance during the last three years by

the Company on any matter related to capital markets. There was no penalties imposed nor did strictures pass on the company by stock exchanges, SEBI or any statutory authority.

c) All disclosures relating to financial and commercial transactions where Directors may have a potential interest are provided to the Board, and the interested Directors do not participate in the discussion nor do they vote on such matters.

d) The Company has followed the Accounting Standard issued by the Institute of Chartered Accountants of India (ICAI) in preparation of its financial statements and there were no Audit qualification in this regard.

e) Transactions with related parties are disclosed in Notes forming part of the Accounts' annexed to the financial statements of the year.

f) In terms of Clause 49(v) the listing Agreement, the Chief Executive Officer have st

furnished a certificate for the financial year ended 31 March 2014 to the Board of Directors of the Company with respect to accuracy of financial statements and adequacy of internal controls, The said certificate is attached at the end of the report.

V. General Body Meetings:Date, time and venue for the last three annual general meetings are given below.

Financial year Date Time Venue

2010-2011 30th Sept 2011 11.00 A.M

Shop No. 3,Hemu Castle,Dadabhai Road,Nr.Goklibai School,Vile Parle (W) Mumbai 400010

2011-2012 29th Sept 2012 11.00 A.M


2012-2013 30th Sept 2013 11.00 A.M


Resolutions under None of the business required to be transacted at the forthcoming Annual General Meeting is proposed to be passed by postal ballot.

Details of last three Annual General Meetings:


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VI. MEANS OF COMMINICATION:The Company regularly intimates unaudited as well as audited results to the stock exchanges immediately after these are taken on record by the Board.

VII. MANAGEMENT DISCUSSION & ANALYSIS.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

VIII. GENERAL SHAREHOLDERS INFORMATION:

a) Annual General Meeting:th

Date : � 27 September, 2014 Time : � 11.00 AM Venue : Shop No. 3, Hemu Castle, Dadabhai Road, Near Gokhilbai School, Vile Parel (W), Mumbai - 400056.

b) Financial Calendar:st st

1 April to 31 March.

a) Potential Time of Quarterly Results: First quarter � : Second week of August 2013� Second quarter : Second week of November 2013 Third quarter� : Second week of February 2014 Fourth quarter� : Last week of May 2014

d) Book Closure:The books will be closed from 24.09.2014 to 27.09.2014 (both days inclusive) as Book closure for the Annual General Meeting.

e) Listing:Equity shares of Odyssey Corporation Limited are listed on the Bombay Stock Exchange Limited.

The Company has paid annual listing fees for the financial year 2014-15.

BSE Stock Codes: 531996

f) ISIN for Dematerialization : INE839E01023


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g) Market Price Data: The monthly high and low prices of company's equity shares at Bombay Stock

High and Low Prices at the BSE Month High

(Rs.) Low (Rs.)

April 2013 41.50 34.00

May 2013 54.80 32.85

June 2013 67.30 54.60

July 2013 101.00 65.80

August 2013 90.00 67.80

September 2013 64.45 51.40

October 2013 52.80 43.10

November 2013 51.00 34.45

December 2013 45.00 36.25

January 2014 43.70 24.75

February 2014 31.20 21.60

March 2014 35.85 13.75

h) Shareholding Pattern:

Share Holding Pattern as on 31 March 2014 given below:

Category No. of shares

held Shareholding

%

Promoters 16920342 42.9514

Mutual Funds/UTI & Banks

--- ----

Private Bodies Corporate 6669989 16.9314

Resident Individuals 10871156 27.5958

NRIs FIIs

2051

4663708

.0052

11.8386

Clearing Members 266954 0.6776

Total 39394200 100.00


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sti) Distribution of shareholding as on 31 March 2014:

Range (in Rs) Number of

shareholders Shares amount (in Rs)

Shareholding %

Up to 5000 461 637575 0.3237

5001 to 10,000 76 673220 0.3418

10,001 to 20,000 73 1133695 0.5456

20,001 to 30,000 50 1262630 0.6410

30,001 to 40,000 21 774580 0.3932

40,001 to 50,000 49 2401125 1.2190

50,001 to 1,00,000 65 4651640 2.3616

1,00,001 and above 114 185436535 94.1441

Total 909 196971000 100.00

j) Share Transfer System :The Company's shares are compulsorily traded in dematerialised form and are available for trading on both NSDL & CDSL. Share Transfer in physical form is approved by Shareholders/Investor Grievances Committee of Directors at regular interval to ensure that the Share Transfer complete in all respects are given effect to within valid period from the date of receipt.

k) Registrar & Transfer Agent:The company has appointed a Registrar and Share Transfer Agent, M/s. BIG SHARE SERVICES PVT LTD. E-2, Ansa Industrial Estate, Saki Vihar Road, Sakinaka, Andheri [East], Mumbai 400 072.

M/s. BIG SHARE SERVICES PVT LTD, which is fully equipped to carry out share transfer activities and redress investor complaints.

stl) Dematerialisation of Shares as on 31 March, 2014:The Shares of the Company are compulsorily traded in dematerialised form, 99.7521% of

stequity shares are dematerialised as on 31 March, 2014.

m) Investor Correspondence Address: Big Share Services Pvt. Ltd. E-2, Ansa Industrial Estate, Saki Vihar Road, Sakinaka, Andheri [East], Mumbai 400 072.


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Declaration regarding Compliance of code of Conduct should be inserted which has to be signed by the Chief Executive Officer

D E C L A R A T I O N

Annual Declaration by Chief Executive Officer (CEO) / Chairman / Managing Director (MD) pursuant to Clause 49(i)(d)(ii) of the Listing Agreement

As the Chief Executive Officer (CEO) /Chairman / Managing Director (MD) of ODYSSEY CORPORATION LIMITED provided under Clause 49 (i)(d)(ii) of the Listing Agreement. I hereby declare that all the Board members and Senior Management personnel of the company have confirmed compliance with the code of conduct for the financial year ended 31 March 2014.


thDate 30 May, 2014 Place: Mumbai


Sd/- Director Jai Prakash Jindal

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Auditor's Certificate on Corporate Governance

To,The MembersOdyssey Corporation Limited

We have examined the compliance of conditions of corporate governance by Odyssey stCorporation Limited for the year ended 31 march 2014, as stipulated in Clause 49 of the

Listing Agreements of the said company with stock exchanges.

The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination has been limited to a review of the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the Management, except for at least one independent director on the Board of Directors of the Company not having been appointed on the Board of Directors of a material non listed Indian subsidiary company, as required in terms of paragraph III(i) of Clause 49 (refer paragraph 8(i) on the Corporate Governance Report), we certify that the Company has complied, in all material respects, with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreements.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the state of affairs of the Company.�

For CLB & Associates��Chartered AccountantsF�� .R.No. 124305W

Sd/-��(S.Sarupria) ��Partner��M.No.035783

Place: Mumbai��thDate: 30 May, 2014��


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CHIEF EXECUTIVE OFFICER (CEO) CERTIFICATION

I, Jai Prakash Jindal, director, of Odyssey Corporation Limited, hereby certify to the Board that:

st(a) I have reviewed financial statements and the cash flow statement for the year 31 March 2014 and that to the best of our knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) These statements together present a true and fair view of the company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by Odyssey Corporation Limited during the year which are fraudulent, illegal or violative of the company's code of conduct.

C) I accept responsibility for establishing and maintaining internal controls for financial reporting in Odyssey Corporation Limited and I have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting. I have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps I have taken or propose to take to rectify these deficiencies.

(d) I have indicated to the auditors and the Audit Committee (i) Significant changes in internal control over financial reporting during the year; (ii) Significant changes in accounting policies during the year and the same have

been disclosed in the notes to the financial statements; and (iii) Instances of significant fraud of which we have become aware and the

involvement therein, if any, of the management or an employee having a significant role in the company's internal control system.

(e) I affirm that I have not denied any personnel access to the Audit Committee of the company (in respect of matters involving alleged misconduct).

(f) I further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year.

Place: Mumbai th

Date: 30 May, 2014


For Odyssey Corporation Limited Sd/-

Director Jai Prakash Jindal

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MANAGEMENT DISCUSSION & ANALYSIS

ABOUT THE INDUSTRY:

NBFCs are an integral part of the country’s financial system complementing the services of

commercial banks. The main reason attributed to the growth of NBFCs is the

comprehensive regulation of the banking system. Other factors include higher level of

customer orientation, lesser pre/post sanction requirements and higher rates of interest

on deposits being offered by NBFCs. It is mandatory that every NBFC should be registered

with RBI to carry on any business of non banking financial institution. The activities of non-

banking financial companies (NBFCs) in India have undergone qualitative changes over

the years through functional specialisation. The role of NBFCs as effective financial

intermediaries has been well recognized as they have inherent ability to take quicker

decisions, assume greater risks, and customize their services and charges more according

to the needs of the clients. While these features, as compared to the banks, have

contributed to the proliferation of NBFCs, their flexible structures allow them to unbundle

services provided by banks and market the components on a competitive basis. The

distinction between banks and non-banks has been gradually getting blurred since both

the segments of the financial system engage themselves in many similar types of activities.

At present, NBFCs in India have become prominent in a wide range of activities like hire-

purchase finance, equipment lease finance, loans, investments, etc. By employing in

novative marketing strategies and devising tailor-made products, NBFCs have also been

able to build up a clientele base among the depositors, mop up public savings and

command large resources as reflected in the growth of their deposits from public,

shareholders, directors and other companies, and borrowings by issue of non-convertible

debentures, etc. The importance of NBFCs in delivering credit to the unorganised sector

and to small borrowers at the local level in response to local requirements is well

recognised. The rising importance of this segment calls for increased regulatory attention

and focused supervisory scrutiny in the interests of financial stability and depositor

protection. The RBI and the Government have taken notable steps in FY 2013-14 to address

the economic headwinds. The Government formed the Project Management Group to

facilitate large projects, undertook actions on power tariffs, gas price and continued diesel

price increases. The RBI initiated efforts at recognizing and cleaning up Non-Performing

Assets (“NPA”). On the policy front, it introduced a shift in focus to Consumer Price Inflation

(CPI) from Wholesale Price Inflation (WPI), and a move towards inflation targeting. If

implemented correctly and in a time bound manner, these collectively have the ability to

create a meaningful impact on the economy. The Government’s first GDP estimate for FY

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2013-14 estimates growth at 4.9%, largely in line with market expectations. The Interim

budget which was the last budget of the UPA-II Government was “not” biased towards

populist measures but focused on growth measures, like reduction in excise duties on

capital and consumer goods and maintaining the fiscal deficit target within limits. The key

to a higher growth would be reviving investments (initially by revival of stalled projects),

especially in the private sector and higher domestic savings, especially financial savings, by

containing inflation and positive real return. Debt in the private sector has risen despite

India’s total debt (private and public) remaining at approximately 139% of GDP, in line with

the last 10 years’ average. Rising private-sector debt coupled with repayments to the tune

of approximately US$20 bn annually make the economy vulnerable to international capital

flows. Though the real economy is largely domestic oriented, given its dependence on

capital flows, India is open to exchange volatility and its related pitfalls. On the global front,

the Federal Reserve reduced its monthly asset purchases with the last reduction for FY

2013-14 being made in February 2014. The year ahead will be challenging on the interest

rate and credit quality front, however, if India votes a stable Government, we could see an

improvement in asset quality and return growth.

NBFCs as components of the financial sector:

A broad picture of the role of NBFCs and the interconnectedness they have in the financial

sector can be gauged from the details given below:

General:

The total number of NBFCs as on March 31, 2014 are 12,029 of which deposit taking NBFCs

are 241 and non-deposit taking NBFCs with asset size of ‘100 crore and above are 465, non-

deposit taking NBFCs with asset size between ‘50 crore and ‘100 crore are 314 and those

with asset size less than ‘50 crore are 11009. As on March 31, 2014, the average leverage

ratio (outside liabilities to owned fund) of the NBFCs-ND-SI stood at 2.94, return on assets

(net profit as a percentage of total assets) stood at 2.3%, Return on equity (net profit as a

percentage of equity) stood at 9.22 % and the gross NPA as a percentage of total credit

exposure (aggregate level) stood at 2.8%. Asset Liability composition Liabilities*of the

NBFC sector: Owned funds (23% of total liabilities), debentures (32%), bank borrowings

(21%), deposit (1%), borrowings from Financial Institutions (1%), Inter-corporate

borrowings (2%), Commercial Paper (3%), other borrowings (12%), and current

liabilities & provisions (5%). Assets* of the NBFC sector: Loans & advances (73% of total

assets), investments (16%), cash and bank balances (3%), other current assets (7%) and

other assets (1%).

An Overview of Regulation of NBFCs

In response to the perceived need for better regulation of the NBFC sector, the Reserve

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Bank of India (RBI) Act, 1934 was amended in 1997, providing for a comprehensive

regulatory framework for NBFCs. The RBI (Amendment) Act, 1997 conferred powers on

the RBI to issue directions to companies and its auditors, prohibit deposit acceptance and

alienation of assets by companies and initiate action for winding up of companies.

(1) Mission

To ensure that:a) the financial companies function on healthy lines,b) these companies function in consonance with the monetary policy framework, so

that their functioning does not lead to systemic aberrationc) the quality of surveillance and supervision exercised by the RBI over the NBFCs

keeps pace with the developments in this sector.d) comprehensive regulation and supervision of Asset liability and risk management

system for NBFCs,

(2) Amendments to the Reserve Bank of India (RBI) Act, 1934

RBI Act was amended in January 1997 providing for, inter alia.

a) Entry norms for NBFCs and prohibition of deposit acceptance (save to the extent

permitted under the Act) by unincorporated bodies engaged in financial business,

b) Compulsory registration, maintenance of liquid assets and creation of reserve fund,

c) Power of the RBI to issue directions to an NBFC or to the NBFCs in general or to a class

of NBFCs.

d) Comprehensive regulation and Supervision of deposit taking NBFCs and limited

supervision over not accepting public deposits.

(3) Basic Structure of Regulatory and Supervisory Framework

a ) Prescription of prudential norms akin to those applicable to banks,

b) Submission of periodical returns for the purpose of off-site surveillance, c) Supervisory framework comprising a on-site inspection (CAMELS pattern)(b) off-

site monitoring through returns ,(c) market intelligence, and (d) exception reports by statutory auditors,

d) Punitive action like cancellation of Certificate of Registration (CoR), prohibition

from acceptance of deposits and alienation of assets, filing criminal complaints

and winding up petitions in extreme cases, appointment of the RBI observers in

certain cases, etc.

e) Co-ordination with State Governments to curb unauthorised and fraudulent

activities, training programmes for personnel of NBFCs, State Governments and

Police officials.

(4) Other steps for protection of depositors’ interest

Publicity for depositors’ education and awareness, workshops / seminars for trade and

industry organizations, depositors’ associations, chartered accountants, etc.

-25-



ABOUT THE ODYSSEY CORPORATION LIMITED:

Business Overview:

Our Company is a non deposit taking NBFC, registered with the RBI. Our Company has been

in the business of providing financial services since inception. Our Company is primarily

focused in providing inter corporate loans, personal loans, loans against shares &

securities, loans against properties, trade financing, bills discounting, trading in shares &

securities and arbitrage business in stock and commodity market. Being an, NBFC our

Company has positioned itself between the organized banking sector and local money

lenders, offering the customers competitive, flexible and timely lending services. Recently

Our Company offers financial services to commercial, industrial and financial clients with a

one stop financial solution:-

Products & Services:

Our Company offers financial services to commercial, industrial and financial clients with a

one stop financial solution:-

a) Trade Finance & Bill Discounting

b) Working capital loans

c) Loan against property

d) Margin funding and loan against approved securities

FINANCIAL PERFORMANCE :

Consolidated Profit :

The total consolidated profit of the Company for the FY 2013-14 comprises as

Rs 28,40,853 lacs

Standalone Profit :

During the fiscal 2014, the operational profit of the Company stood at Rs.8970874 /- Lacs .

Financial Highlights: a) Income from operation stood at ‘ 43234 Lacs for fiscal 2014

b ) Profit Before Taxes of fiscal 2014 was ‘ (462) Lacs.

C ) Profit After Taxes of fiscal 2014 was ‘ (8971) Lacs

d) Basic Earning per share for fiscal 2014 was -0.25 per share. e) Cash & cash equivalents (including fixed deposits with banks) stood at ‘ 4,37,732 Lacs as on March 31,2014

f) Face value of per Equity shares is Rs 5/-

SWOT ANALYSIS:

STRENGTHS:-

Ready contacts for business development: Our Company has strong relationships with the

well established business houses in India cultivated through several years of client

servicing.

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Promoted and managed by qualified and experienced professionals: Our Company is

promoted by Mr. Hemanshu R Mehta, who has more than 20 years of experience in financial

services. The board of our Company comprises of qualified professionals, experienced in

the industry.

WEAKNESS:-

Branding: Despite our ready contacts for business development & listing on esteemed

Exchange (BSE), our company is not a well established brand among large NBFC players

who have access to larger financial resources.

Accessibility:

We do not have branches on a Pan India basis, so we are not able to explore the business

opportunities in those regions.

OPPORTUNITIES:-

Large market: The players in the NBFC sector still have a lot of scope to cover larger market

and the rural markets are still untapped.

Desire for status: With increased desire of individuals to improve their standard of living,

the NBFC industry is getting exposed to new category of Client (Individuals) in a big way

with large share of business coming from this segment apart form corporate clients.

THREATS:-

a) Economic Downturn: If the Economic downturn is prolonged it can reduce the

financing need of people due to shrinking business opportunities.

b) Private Banks: Private Banks are also working on the similar business model as the

NBFCs do, thereby giving a very strong competitions to the NBFC’s.

c) RBI and Government restrictions: With more stringent norms governing the

functioning of NBFC and certain government restrictions act as a hindrance in smooth

functioning of NBEC

FUTURE STRATEGY:

a) Expansion of existing activities: - Our Company intends to expand its financial services

by enhancing its focus on margin funding, loan against shares and securities, loan against

properties and corporate loan, bill discounting and working capital loan.

b) Financial Management/Advisory Services: - We have an in house team which has the

capacity to provide services in the area of financial management/advisory services like

syndication for big ticket loans from banks, project appraisals, debt restructuring and

arranging non fund based limits form bank. Our Company is planning to foray into business

of financial management/advisory services with the potential clients.

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c) Differentiated Services:- In the growing economy, the corporate clients will be

requiring funds for further expansions. Our Company would be providing all diversified

service portfolio under one umbrella to cater most of the customer needs and demands.

d) Brand recognition: We are in such a business where we are facing lot of competition.

We are planning to put more efforts to build Comfort as a well known brand. Despite our

existing contacts & listing on esteemed Exchange (BSE),our Company is not a well

established brand among large NBFC players. We will be making the necessary

arrangements for our brand reorganization.

REGULATORY:

As Being a Non-Banking Finance Company, is regulated by department of Non-Banking

supervision of Reserve Bank of India. Company is current under category of Non –Deposit

taking company so company is not within purview of various guidelines applicable.

However RBI has issued several guidelines applicable to Non-Deposit taking companies.

Company is complying various statutory provisions such as Companies Act, Income tax,

Service tax, BSE Listing Agreement provisions and other applicable laws and regulations

applicable to the company. Notable among which are

a) Submission of Financial results

b) Submission of Business continuity certificate

c) Compliance with Prudential Norms

INTERNAL CONTROL SYSTEM AND ADEQUACY:

Internal Control Systems has been designed to provide reasonable assurance that assets

are safeguarded, transactions are executed in accordance’s with management’s

authorization and properly recorded and accounting records are adequate for preparation

of financial statements and other financial information. Internal check is conducted on a

periodical basis to ascertain the adequacy and effectiveness of internal control systems.

CAUTIONARY:

Statement in the Management Discussion & Analysis, describing the company’s objectives,

projections and estimates are forward looking statement and progressive within the

meaning of applicable laws & regulations. Actual result may vary from those expressed or

implied. Important developments that could affect the company’s operations are

significant changes in political and economic environment in India, tax laws, RBI

regulations, exchange rate fluctuation and other incidental factors.

-28-


INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF ODYSSEY CORPORATION LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of ODYSSEY CORPORATION LIMITED, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.


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Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:(a) in the case of the Balance Sheet, of the state of affairs of the Company as at

March 31, 2014;(b) in the case of the Statement of Profit and Loss, of the loss for the year ended on

that date; and(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on

that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books .

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.;

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.





-30-


ANNEXURE TO THE AUDITORS' REPORTReferred to in paragraph 1 under the heading of “Report on Other Legal and Regulatory

Requirements” of our report of even date.

1.

i) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

ii) As explained to us, all the fixed assets have been physically verified by the management in phase periodical manner, which is in our opinion reasonable. No material discrepancies were noticed on such verification.

iii) In our opinion none of the fixed assets has been disposed off by the company, however according to the information and explanation given to us the going concern status of the Company is not affected.

2.

i) The Management has conducted physical verification of inventory at reasonable interval.

ii) The procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business,

iii) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification as compared to book records.

3.

i) The Company has granted unsecured loans to two parties covered in the Register maintained under Section 301 of the Companies Act, 1956, aggregating to Rs.145.17 lacs, the maximum amount outstanding during the year was Rs.1699.53 lacs, and balance as on year end was Rs.1225.71 lacs.

ii) In our opinion and according to the explanation given to us the terms and conditions of the loan given are not prima-facie prejudicial to the interest of the company except the fact that no interest has been charged on loan given to one party.

iii) In respect of the said loans, the said loans are repayable on demand and hence the question of overdue amounts does not arise.

iv) The Company has taken interest free unsecured loans from one party covered in the register maintained under Section 301 of the Companies Act, 1956, aggregating to Rs.494.58 lacs. The maximum amount outstanding during the year and year end balance was Rs. 192.68 lacs and Rs. 165.82 lacs respectively.

v) In our opinion and as per explanation given to us, the terms and conditions of the loans taken, are prima facie not prejudicial to the interest of the company.

vi) In respect of Loan taken by the Company, the Principal amount is repayable on demand.

vii) The question of overdue amount of loans taken by the company does not arise, as the loans are repayable on demand.

4. In our opinion and according to the information and explanations given to us, there is


-31-


adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any major weakness in such internal control system.

5. In our opinion and according to the information and explanations given to us and record examined by us there was no transaction in pursuance of such contract with parties exceeding in value Rupees five lakhs have been made.

6. According to the information and explanation given to us the Company has not accepted any deposits from the public during the year and, consequently the directives issued by the Reserve Bank of India and the provision of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. According to the information given to us by the management, Maintenance of cost records under section 209(1) (d) of the companies Act, 1956 are not applicable to the company.

9. Taxes and Duties :

i) According to the books and records as examined by us and according to the information and explanation given to us, in our opinion, the Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, sales-tax, wealth- tax, custom duty, excise duty, cess and other statutory dues applicable to it, except Rs. 439440/- towards income tax which is since being paid/adjusted.

ii) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, and excise duty were outstanding, at the year end for a period of more than six months from the date they became payable.

iii) According to the records of the company and the information and explanation given to us, there are no disputed dues in respect of Sales Tax, Income Tax, Wealth Tax, Customs Duty, Excise Duty and Cess.

10. The company has no accumulated losses as at the end of the financial year. The company has not incurred cash loss during the current year but there was cash loss in the immediately preceding financial year.

11. Based on the audit procedures and according to the records of the Company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to bank. The company has neither taken any loans from a financial institution nor issued any debentures.

12. Based on our examination of records and information and explanation given to us, the company has not granted any loans and advances on the basis of security by


-32-


way of pledge of shares, debentures and other securities. Therefore, the provision of the clause 4 (xii) of the Order are not applicable to the company.

13. The Company is not a chit fund / Nidhi/ Mutual benefit fund/ Society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. The company has maintained proper records of transactions and contracts in respect of Investment in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name except for the shares which are lodged for transfer or pending to be received from the Company or lying with the Broker as certified by the management.

15. As per the information and explanations given to us, in our opinion the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanations given to us, the term loans raised by the company during the year have been applied for the purpose for which they were raised.

17. According to information and explanations given to us and on overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to the parties or companies covered in the register maintained under Section 301of the Companies Act, 1956.

19. The Company has not issued any debentures during the year and there are no debentures outstanding on at the year end, therefore the question of creation of Securities do not arise.

20. The Company has not raised any money through a public issue during the year.

21. To the best of knowledge and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.





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Balance Sheet As At 31st March 2014

As per our report of even date.For CLB & AssociatesChartered AccountantsFRN. 124305WSd/-S.SarupriaPartnerM.No. 035783Place:MumbaiDate: 30.05.2014

Sd/-Company Secretary

PARTICULARSNote

No.

I.EQUITY AND LIABILITIES

1.Shareholder's funds

(a) Share Capital 1 196,971,000

196,971,000

(b) Reserves and Surplus 2 507,701,255

498,730,381

704,672,255

695,701,381

2Non Current Liabilities

(a) Long-term Borrowings 3 -

245,788

- 245,788

3Current Liabilities

(a) Short- term Borrowings 5 16,582,381

-

(b) Trade Payables 6 29,893,518

26,923,956

(c) Other Current Liabilities 7 4,1,34,917

1,398,434

50,610,816 28,322,390

TOTAL 755,283,071 724,269,559

IIASSETS

1.Non-Current Assets

(a) Fixed Assets

(i) Tangible Assets 8 3,436,011 5,607,819

(ii) Intangible Assets 8 12,194 14,708 (b) Non-Current Investments 9 28,818,822 95,582,822 (c) Deferred Tax Assets (net) 4 16,708,549 7,343,338 (d) Long-term Loans and Advances 10 239,204,804

250,305,721

(e) Other Non-Current Assets 11 32,730

32,730

755,283,071 358,887,138 2.Current Assets

(a) Inventories 12 1,544,640

9,692,162

(b) Trade Receivables 13 41,667,265

41,067,265

(c) Cash and Bank Balances 14 437,732

1,000,099

(d) Short-term Loans and Advances 15 417,443,257

307,654,580

(e) Other Current Assets 16 5,977,067

5,968,315

467,069,961

365,382,421

TOTAL 755,272,686 724,269,559

Signi�icant Accounting Policies 23 - -

As on 31st March,2014

(Amount in Rs.)

The attached notes from 1 to 24 form an integral part of the Financial Statement.




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Statement Of Pro�it and Loss For the Year Ended 31St March 2014

As per our report of even date.For CLB & AssociatesChartered AccountantsFRN. 124305W

S.SarupriaPartnerM.No. 035783

Place:MumbaiDate: 30.05.2014


PARTICULARSNote

No.

I Revenue from Opera�ons 17 5,743,142 25,737,299

II Other Income 18 37,491,801 19,630,843

III Total Revenue (I + II) 43,234,942 45,368,142

IV Expenses

Cost of Matarials consumed -

-

Purchases of Stock in Trade 2,163,397 29,920,476

Changes in inventories of finished goods, work in progress and

Stock-in- trade19 8,147,522 6,287,057

Employee Benefits Expenses 20 1,904,008 2,126,448

Finance Costs 21 59,141 104,958

Deprecia�on and Amor�za�on Expenses 8 804,701 829,746

Other Expenses 22 30,618,468 15,529,073

Total Expenses 43,697,237 54,797,758

V Profit before Tax (VII-VIII) -462,295 -9,429,617

VI Tax Expense:

(1) Current Tax - - Less: MAT Credit En�tlement -

-

Add:Short Provision for Tax for earlier years - 703,303

Less: Excess Provision for Tax wri�en back -67,959 -

(2) Deferred Tax -9,365,210 -463,205

-9,433,169 240,098

VII Profit/(Loss) for the period (XI+XIV) -8,970,874 -9,669,715

VIII Earnings per Equity Share:

Basic and Diluted -0.23 -0.25

Signi�icant Accounting Policies 23

2013-14 2012-13

(Amount in Rs.)

The attached notes from 1 to 24 form an integral part of the Financial Statement.




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Cash Flow Statement For the Year Ended 31St March 2014

A Cash Flow From Opera�ng Ac�vi�es 2013-2014 2012-2013

Net Profit Before Tax As Per Profit And Loss Account -462,295 -9,429,617

Adjustments For:

Deprecia�on 804,701 829,746

Dividend Received -1,127,677 -1,131,874

Profit on sale of Long term investments -28,586,362 -

Loss on Sale of Investment - 9,447,029

Loss on sale of Fixed Assets 519,622

Interest Income -10,317,722 -22,635,549

Interest Expenses 59,141 104,958

Opera�ng Profit Before Working Capital Changes -185,560,592 -22,815,307

Decrease/(Increase) In Inventories 8,147,522 6,287,057

Decrease/(Increase) In Trade Receivables -600,000 1,300,738

Decrease/(Increase) In Short Term Loan & Advances -109,788,677 13,979,519

Decrease/(Increase) In Other Current Assets -8,752 952,680

Increase/(Decrease) In Short Term Borrowings 16,582,381 -

Increase/(Decrease) in Trade Payables 109,788,677 4,210,360

Increase/(Decrease) in Other Current Liabili�es 3,113,602 -19,833,666

Decrease/(Increase) In Other Non Current Assets - 304,273

Decrease/(Increase) In Long Term Loan & Advances 11,100,917 107,294

Cash generated From Opera�ons -87,214,799 -15,507,052

Income Taxes Paid -67,959 2,263,563

Net Cash Flow From Opera�ng Ac�vi�es (A) -87,146,840 -17,770,615

B Cash Flow From Inves�ng Ac�vi�es

(Purchase)/Sale Of Fixed Assets 850,000 -15,500

Further Investments made - -

Interest Received 10,317,722 22,635,549

Sale of Investments 46,214,000 3,095,789

Profit on Sale of Investment 28,586,362 -

Dividend Received 1,127,677 1,131,874

Share Applica�on Money Paid - -10,000,000

Net Cash Flow From Inves�ng Ac�vi�es (B) 87,095,761 16,847,712


-36-






C Cash Flow From Financing Ac�vi�esTerm Loan Taken - -Term Loan Repaid -452,146 -404,232

Interst paid -59,141 -104,958Furthur Shares Issued - -Dividend Paid(including DDT) - -

Net Cash Flow From Financing Ac�vi�es © -511,287 -509,190

Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) -5,62,367 -1,432,094

Net Increase/(Decrease) In Cash And Cash Equivalents:

Opening Balnce 1,000,099 2,432,192Closing Balance 437,732 1,000,099Net Increase/(Decrease) In Cash And Cash Equivalents -562,367 -1,432,093

-




-37-


Note 1

D)Terms / Rights attached to the Equity Shares:-i) The company has only one class of Equity Shares having a par value of Rs. 5/- per share.

Each holder of Equity Share is entitled to one vote per share.

ii) The company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to approval of the Shareholders in the ensuing Annual General Meeting.iii)In the event of liquidation of the Copmpany, the holders of Equity Shares will be entuitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the Shareholders.

Share Capital

Number Amt Number Amt

Authorised :

Equity Shares of Rs.5 Each 60,000,000 300,000,000 60,000,000 300,000,000

Issued :

Equity Shares of Rs. 5/- each 39,394,200 196,971,000 39,394,200

196,971,000

Subscribed & Paid up :

Equity Shares of Rs. 5/- each fully paid up 39,394,200 196,971,000 39,394,200 196,971,000

Total 39,394,200 196,971,000 39,394,200 196,971,000

B)Reconcilia?on of No. of Shares outstanding at the beginning and at the end of the repor?ng period: -

Par?cularsAs at 31st

March,2014

As at 31st

March,2013

Number Number

39,394,200 39,394,200

- -

- -

39,394,200 39,394,200

C) The details of shareholders holding more than 5% shares:-

Name of Shareholder

No. of Shares

held

% of Holding No. of Shares

held

% of Holding

Bina Mehta 12,294,200

31.21 12,294,200

31.21

Pooja Hemanshu Mehta 2,870,000

7.29 2,870,000

7.29

Shares allo?ed fully paid up during the year

Shares bought back during the year

(Amount in Rs.)

Shares outstanding at the end of the year

Current Year Previous Year

As at 31st March,2013As at 31st March,2014

Shares outstanding at the beginning of the year

A)


-38-


Note 2

Note 3

Reserves & SurplusAs at

31st March,2014

As at

31st March,2013

a. Capital Reserves

Opening Balance 9,867,550 9,867,550

(+) Current Year Transfer - -

(-) Written Back in Current Year - -

Closing Balance 9,867,550 9,867,550

b. Securities Premium Account

Opening Balance 411,518,800 411,518,800

Add : Securities premium credited on Share issue - -

Less : Premium Utilised for various reasons

Premium on Redemption of Debentures - -

For Issuing Bonus Shares - -

Closing Balance 411,518,800 411,518,800

c. Surplus

Opening balance 77,344,031 87,013,747

(+) Net Prot/(Net Loss) For the current year -8,970,874 -9,669,716

(+) Transfer from Reserves - -

(-) Proposed Dividends - -

(-) Dividend Distribution Tax - -

(-) Transfer to Reserves - -

Closing Balance 86,314,905 77,344,031

Total (a+b+c) 507,701,255 498,730,381

(Amount in Rs.)

Long Term BorrowingsAs at

31,March,2014

As at

31,March,2013(b) Term loans

(i) Vehicle Loan

-from banks 245,788 697,933

(Secured by Car)

Amount disclosed under the head "Other current Liabilities" Note: 6 245,788 452,145

Total - 245,788

(Amount in Rs.)

Terms of Repayment : Equated Monthly Installments (EMI) of Rs.42,320(Forty Two Thousand Three Hundred And Twenty)

per month for a period of 36 [email protected]%.


-39-


Note 4

Deferred TaxAs on 31,March,2014 As on

31,March,2013

1. Deferred Tax Liability

a. Depreciation - 240,278

2. Deferred Tax Assets

a. Depreciation 10,385

b. Unabsorbed losses 16,698,164 7,583,616

Net deffered Tax Asset/liabilities 16,708,549 7,343,338

3.Deferred Tax Assets/(Liabilities) as on the Corresponding Previous Y 7,343,339 6,880,134

Total A: Deferred Tax Amount For the Relevent Assessement Year 9,365,210 -463,204

Total B: Total Deferred Tax Amount As on the Year Ending Date 16,708,549 7,343,338

Note 5

Short Term BorrowingsAs at

31st March,2014As at

31st March,2013

From Rela�ve Par�es

Alacrity Securi�es Ltd. 16,582,381 -

16,582,381 -

Note 6

Trade PayablesAs at


31st March,2013

(a) Due to Micro, Small and Medium Enterprises 29,893,518 -

(b) Others 29,893,518 26,923,957

Total 29,893,518 26,923,957

Note 7

Other Current Liabili�esAs at


31st March,2013

(a) Current maturi�es of Long-term debt 245,788 452,145

(b) Taxes, Dues and Other Levies Payable -

439,440 741,540

- Income Tax (F.Y. 2009-10)

- Professional Tax (Company)

-

- Service tax payable

16,714 29,387

Total 4,134,917 1,227,672


- Professional Tax (Staff))

- TDS Payable

- 2,5003,675 2,100

3,429,300

-40-


Note 8

Fixed Assets

Descriptions As at Addition Deduction As at As at For the Deduction As at As at As at

01.04.2013 31.03.2014 01.04.2013 Year on sale 31.03.2014 31.03.2014 31.03.2013

Tangible Assets:-

Ofce Equipment 7.07% 413,715 - -

413,715

92,330 29,270 - 121,600 292,115 321,385

Fax Machine 7.07% 40,920 - -

40,920

35,875 2,894 - 38,769 2,151 5,045

EPBAX System 6.33% 24,000 - -

24,000

20,395 1,521 - 21,916 2,084 3,605

-

Computer 16.21% 1,028,718 - -

1,028,718

750,686 166,869 - 917,555 111,163 278,032

-

Furnitures & Fixtures 6.33% 2,634,312 - -

2,634,312

481,653 166,867 - 648,520 1,985,792 2,152,659

-

Motor Car 9.50% 4,860,880 1,742,880 3,118,000 2,013,787 434,766 373,258 2,075,295 1,042,705 2,847,093

Total (A) 9,002,545 - 1,742,880 7,259,665 3,394,726 802,187 373,258 3,823,654 3,436,011 5,607,819

Intangible Assets:-

Computer software 16.21% 15,500 - - 15,500 792 2,514 3,306 12,194 14,708

Total (B) 15,500 - - 15,500 792 2,514 - 3,306 12,194 14,708

Total (A+B) 9,018,045 - 1,742,880 7,275,165 3,395,518 804,701 373,258 3,826,960 3,448,205 5,622,527

Previous year 9,002,545 15,500 - 9,018,045 2,565,771 829,746 - 3,395,517 5,622,528 6,436,774

Gross Block Depreciation Net Block Rate of

Depreciation


Note 13

Trade ReceivablesAs at

31st March,2014

a. Trade Receivables outstanding for a period exceeding six

months from the due date of Payment

Unsecured, considered good 54,144,467 Less: Provision for doub�ul debts -

54,144,467

b. Trade Receivables Others:

Unsecured, considered good 600,000

Less: Provision for doub�ul debts -

600,000

Total 41,667,265

(Amount in Rs.)

As at

31st March,2013

41,067,265 -

41,067,265

-

-

-

41,067,265

Note 12As at

31st March,2014

As at

31st March,2013

1,544,640 9,692,162

-

1,544,640 9,692,162

a. Stock-in-trade

Total

Inventories

-41-


Note- 10

Advance for Capital and Others As at 31st March,2014

As at 31st March,2013

Unsecured, considered good Capital AdvanceOthersLess: Provision for doubtful loans and advances

(Amount in Rs.)

Note 11 (Amount in Rs.)

As at

31st March,2014

As at

31st March,2013

32,730 32,730

32,730 32,730

Other Non-Current Assets

a. Others

Deposits

Total


-3,100,000

--

3,100,000

-10,000,000

5,000,000-

15,000,000

-42-


Note 14

Cash and Bank BalanceAs at

31st March,2014

Cash and cash Equivalents

Cash on hand 193,872

Balances with banks on current account

-Canara Bank 60,637

-Corporation Bank 35,184

-ICICI Bank 138,039

-ICICI Bank Trade a/c -

-IDBI Bank 10,000

Total 437,732

As at

31st March,2013

2,678

840,322

11,021

107,539

28,539

10,000

1,000,099


Note 15 (Amount in Rs.)

Short-term loans and advancesAs at

31st March,2014

As at

31st March,2013

a. Loans and Advances to Related Parties

Unsecured, considered good 122,571,040

164,203,479

Less:Provision for doubtful loans and advances -

-

Total-A 122,571,040

164,203,479

b. Misc Loans and Advances

Unsecured, considered good 250,309,484

101,907,368

Less: Provision for doubtful loans and advances -

-

Total-B 250,309,484

101,907,368

c.Subsidiary

Unsecured Considered Good 44,562,733

41,543,733

Less: Provision For Doubtful Loans And Advances -

-

Total-C 44,562,733

41,543,733

Total-(A+B+C) 417,443,257

307,654,580

Note 16

Other Current AssetsAs at

31st March,2014

As at

31st March,2013

Advance Against Services 25,200

25,200

Advance to Suppliers 5,569,216

5,569,216

Advance to Others 381,977

370,149

Prepaid Expenses 674

3,750

Total 5,977,067

5,968,315

-43-


Note 17 Revenue from OperationsParticulars 2013-14 2012-13

Sale of Products - 6,928,784

Sale of Shares 5,743,142

18,808,515

Revenue from Operations (Net) 5,743,142

25,737,299

Note 18 Other IncomeParticulars 2013-14 2012-13

Interest Income 10,317,722

22,635,549

Dividend Income 1,127,677

1,131,874

Net Gain on Sale of Investments 28,586,362

-

Other Non-Operating Income (net of expenses directly attributable to such income)

Net Gain on Foreign Currency Translations and Transcations , ,

-4,137,581

Sundry balance written back 46,766

-

Speculation gain on share trading -

1,001

-2 586 726

Total 37,491,801

19,630,843


Note 19 Inventory ChangeOpening Inventory 2013-14 2012-13

(a) Finished Goods - - (b) Traded Goods 9,692,162 15,979,219 (c) Work-in-Progress - -

9,692,162 15,979,219 Less: Closing Inventory

(a) Finished Goods -

-

(b) Traded Goods 1,544,640 9,692,162

(c) Work-in-Progress -

-

1,544,640 9,692,162

(Increase) / Decrease in Inventory 8,147,522 6,287,057

Note 20 Employee Bene?its ExpenseParticulars 2013-14 2012-13

(a) Salaries and Wages 1,860,000

2,079,350 (b) Staff Welfare Expenses 44,008

47,098

Total 1,904,008

2,126,448

Note 21 Finance CostParticulars 2013-14 2012-13

Interest Expenses 59,141 104,958

Total 59,141 104,958

Note 22 Other ExpensesParticulars 2013-14 2012-13

Repairs and Maintenance

-Others 71,084 35,739

Payment to Auditors

-As Audit Fee 112,360 112,360

-For Taxation Matters 56,180 56,180

-For Other Services 42,135 42,135

Rent 67,416 67,416

Rates & Taxes 2,500 2,500

Travelling and Conveyance 50,446 716,865

Legal and Professional Charges 285,900 214,803

Donations 700,000 -

Advertising and Publicity 41,318 70,521

Business Promotion Expenses 95,202 -

Electricity Expenses 78,423 207,617

Depository, Lis?ng, Custodial and Other Charges 128,668 112,358

Net Loss on Sale of Investments - 9,447,029

Loss from Joint Venture 20,550,000 -

Loss on Investment in Subsidiary 223,767 789,892

Loss on Fixed Assets 519,622 -

Printing & Stationery 23,734 18,029

Postage & Telephone 157,758 330,967

Bank Charges 26,258 26,333

Sundry Balances Wri?en Off - 3,125,579

Services Tax Paid 7,129,300 -

Others 256,398 152,750

Total 30,618,468 15,529,073

-44-



-45-



23� A� Significant Accounting Policies

� � �1� Basis Of Accounting�The financial statements have been prepared and presented under the historical cost convention method on accrual basis and materially comply with the Accounting Standards issued by the Institute of Chartered Accountants of India(ICAI) and the provisions of the Companies Act, 1956. All Income and Expenditure having material bearing on the financial statements have been recognised on accrual basis.

2� Use Of Estimates

The preparation and presentation of financial statements in conformity with the generally accepted accounting principles(GAAP).It requires the management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) as of the date of the financial statement and the reported revenues and expenses for the reporting year. Difference between the actual result and estimates are recognized in the period in which the results are known/ materialized.

3� Revenue Recognition

3(i) Income From Sale Of Goods:�Revenue from sale of goods is recognised when all the significant risks and rewards of the goods have been passed on to the buyer ,usually on the delivery of the goods.The company collects Sales Tax And Value Added Tax(VAT) on behalf of the government and therefore these are not economic benifits flowing to the Company.Hence they have been excluded from the perview of revenue.Excise duty deducted from the revenue(Gross) is the amount that is included in the revenue(Gross) and not the entire amount of liability arising during the year.� � �3(ii) Income From Sale Of Services:

Income from sale of services is recognised when the bills are raised and on their subsequent acceptence.The company collects Service Tax on behalf of the government and as such it is not an economic benefit flowing to the company.

3(iii) Sale Of Film Rights:�Income from sale of Film Rights are accounted for as per the terms of the agreement.� � �3(iv)� Income From Other Operations:

Income from other operations is recognised on accrual basis and as per the terms of the agreement.� � �

-46-



3(v)� Income from Interest:

Interest income is recognised on time proportion basis taking into account the amount outstanding and the applicable rate of interest.Interest income is included under the head “other income” in the statement of profit and loss.

3(vi) Dividends:

Dividend Income is recognised when the company’s right to receive dividend is established by the reporting date

4 Fixed Assets

4(i) Tangible Assets:

Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.The cost comprises purchase price, borrowing cost if capitalization criteria are met and directly attributable costs of bringing the asset to its working condition for the intended use.Any trade discounts and rebates are deducted in ariving at the purchase price.

4(ii) Intangible Assets:

Intangible assets aquired seperately are measured on initial recognition at cost.Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any.

5 Depreciation/ Amortisation

Depreciation on fixed assets is calculated on straight line basis as per the rates prevailing in the schedule XIV of the Companies Act, 1956.Depreciation/Amortisation of the additions or deletions of assets during the year is provided on a pro-rata basis.

The Company has used the following rates to provide depreciation on its Fixed Assets:

Name Of the Asset Rate of Depreciation

Office Equipment 7.07%

Fax Machine 7.07%

EPBAX System 6.33%

Computer 16.21%

Furniture And Fixtures 6.33%

Motor Car 9.50%

Individual assets costing less than Rs.5000/- have been depreciated fully in the year of purchase.

-47-



6 Foreign Currency Translations

6(i) Initial Recognition:

Foreign currency transactions are recorded in the reporting currency by applying to the foreing currency amount the exchange rate.

6(ii) Conversion:

Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date.Non-Monetary items which are measured in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of transaction.Non-Monetary items which are measured at fair value or other similar valuation denominated in a foreign currency are translated using the eschange rate at the date when such value was determined.

6(iii) Exchange Differences:

The Exchange Difference arising on settlement/translation are recognised in the revenue accounts.

7 Borrowing Costs

7(i) Borrowing Cost that are directly attributable to the acquisition, construction or production of qualifying asset are capitalised as part of cost of such asset.

7(ii) Borrowing cost other than those directly attributable to the acquisition, construction or production of a qualifying asset are recognized as expense in the period in which they are incurred.

8 Investments

Investments are classified as long term and current investments. Long term investments are carried at cost less provision, if any, for permanent diminution in their v a l u e . C u r r e n t i n v e s t m e n t s a r e v a l u e d a t l o w e r o f c o s t a n d f a i r value.

9 Inventories

Inventories are valued at cost or net realizable value-Whichever is lower.

10 Employee Benefits:

10(i) The Providend Fund and Gratuity is not applicable to the company in view of number of employees is less than the required as per respective act.

-48-



11 Taxation

(i) Tax expense comprises current and deferred tax.

(ii) Current tax is measured at the amount expected to be paid to the tax authorities in

accordance with the Income Tax Act, 1961 enacted in India and the tax Laws prevailing in

the respective Tax jurisdiction where the Company operates.the tax rates and tax laws used

to compute the amount are those that are enacted or substantively enacted, at the

reporting date.Current income tax relating to the items recognised directly in equity is

re c o g n i s e d i n e q u i t y a n d n o t i n t h e s t a te m e n t o f p ro f i t a n d l o s s .

(iii) Deferred income taxes reflect the impact of timing differences between the taxable

income and accounting income originating during the current year and reversal of timing

differences for the earlier years.Deferred tax is measured using the tax rates and the tax

laws enacted or substantively enacted at the reporting date.Deferred income tax relating to

the items recognised directly in equity is recognised in equity and not in the statement of

profit and loss.

(iv) Deferred Tax Liabilities are recognised for all taxable timing differences.

(v) Deferred Tax Assets are recognised for deductible timing differences only to the extent

that there is reasonable certainty that sufficient future taxable income will be available

against which such deferred taxassets can be realised.

(vi) The carrying amount of deferred tax assets are reviewed at each reporting date.The

company writes down the carrying amount of deferred Tax asset to the extent that it is no

longer reasonbly certain or virtually certain, as the case may be, that sufficient future

taxable income will be available against which deferred tax asset can be realised.Any such

write down is reversed to the extent that it becomes resonably certain or virtually certain,

as the case may be, that sufficient future taxable income will be available.

(vii) Minimum Alternative Tax(MAT) paid in a year is charges to the statement of profit and

loss as current tax.The company recognises MAT credit available as an asset only to the

extent that there is a convincing evidence that the company will pay normal income tax

during the specified period.i.e.the period for which MAT credit is allowed to be carried

forward.IN the year in which the company recognises MAT credit as an asset in accordance

with the Guidance Note On Accounting For Credit Available in respect of Minimum

Alternative Tax under the income tax act, 1961, the said asset is created by way of credit to

the statement of profit and loss and shown as “MAT Credit Entitlement”.

(viii) The company reviews the “MAT credit Entitlement” asset at each reporting date and

writes down the asset to the extent the company does not have convincing evidence that it

will pay normal tax during the specified period.

-49-



12 Provisions,Contingent Liabilities And Contingent Assets

(i) Provisions are recognised only when there is a present obligation as a result of past events and when a reliable estimate of the amount of obligation can be made.

(ii) Contingent liability is disclosed for

(1) Possible obligations which will be confirmed only by future events not wholly ` within the control of the Company or

(2) Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation can not be made.

(iii) Contingent Assets are not recognised in the financial statements since this may result in the recognition of income that may never be realised.

13 Segment Reporting

(i) Business Segments have been identified on the basis of nature of products/services.The Company’s operations relate to trading of goods, trading in shares, selling of film rights and consultancy.

(ii) Revenue and expenses have been identofied to a segment on the basis of relationship to operating activities of the segment. Revenue and expenses which relates to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as “unallowable”.

(iii) Segment Assets and Segment Liabilities reprsents assets and liabilities in respective segments. Investments, tax related assets and other assets ans liabilities that can not be a l l o te d to a s e g m e n t o n re a s o n a b l e b a s i s , h ave b e e n d i s c l o s e d a s “unallowable”

14 Impairment of Assets

The Company assesses at each Balance Sheet date whether there is any indication that an asset may be impaired. If any such indication exists ,the Company estimates the recoverable amount of the assets. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the Profit and Loss Account. If at the Balance Sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount.

-50-



24 Notes To Account s

(Amount in Rs.)

1 Expenditure In Foreign Currency

ParticularsAs at

31st March, 2014As at

31st March, 2013

CIF Value Of Imports - -

Travelling Expenses - -

Company Formation Expenses -

Investment in Subsidiary company -

Total - 446,865

2 Value Of Imports Calculated On CIF Basis

Particulars

As at

31st March, 2014

As at

31st March, 2013

Traded Goods - -

Total - -

3

For the year

ended

31st March,2014

For the year

ended

31st March,2013

(a) 89,70,874 -9,669,715

(b) 39,394,200 38,120,008

(c) 5 5

(0.23) (0.25)

Weighted average no. of equity shares outstanding during the year

Basic and Diluted EPS

Earning Per Equity Share

Particulars

Net profit after tax attributable to equity shareholders for Basic EPS

Face value per Equity Share (Rs.)

4 Capital and other commitments: Estimated amount of capital corntract remaining to be executed and not provided for (net of advance) NIL (Previous year-146,75,000)5. Balances Of Debtors & Creditors And Loans & Advances Are Subject To confirmation & Reconciliation Share Application Money Given Is Subject To Confirmation.6 Related Party Disclosures: - In accordance with ‘Accounting Standard -18’ relating to Related Party Disclosures, information pertinent to related party transaction is given as under:-

A.

(i) Key Management personnel:

Name Of the Person1.Hiten R. Mehta

2.Beena Mehta

(ii) Subsidiar Company

1. Odyssey Group PTE Limited -

2. Odyssey Global Private Limited -

3. Odyssey Media And Entertaiment Private Limited

4. Odyssey Infrabuild Private Limited-

(iii)1.Alacrity Securities Limited

2.Pooja Equi-Research Private Limite d

3.Earth Stone Resources Zambia Limited

Relationship

having signifiacant influence to control

over the enterprise

Subsidiary

Director

Wholly owned subsidiary

Name of the related parties where control exists:

Subsidiary

Subsidiary

Enterprise owned or significantly influenced by key management personnel or their relatives:-

-51-



B. Transactions during the year with related parties :-

Name of The TransactionsKey Management

Personnel

Enterprise owned

or significantly

influenced by key

management

personnel or their

relatives

Subsidiaries

Company

- Alacrity Securities Ltd. -

14,386,645

(807,29,403) -

- Pooja Equi-Research Private Limited -

Nil

(426,43,435) -

- Odyssey Global Pvt. Ltd. - -

2,500

(8,000)

- Odyssey Infrabuild Pvt. Ltd. - -

12,500

(8,000)

- Odyssey Media & Entertainment Pvt. Ltd. - -

3,004,000

(25,758)

- Odyssey Group PTE Ltd. - -

223,767

(446,865)


21,569,786

(149,780,071) -


345,80,000

(46,204,878)

-


130,702

(2,504,901) -


Nil

(143,76,038) -


54,457,859

(Nil) -


32,890,000

(Nil) -

Loss on investment in Subsidiary


223,767

(789,892)

1.Loan Given

5.Loan Repaid

4.Loan Taken

3. Interest Received

2.Loan Received Back

5. Balance Written off

-52-



C.

Name Of The Related PartyKey Management

Personnel

Enterprise owned

or significantly

influenced by key

management

personnel or their

relatives

Subsidiaries

Company

1.Alacrity Securities Limited -Loan outstanding -

Nil

(7,052,439) -

2.Alacrity Securities Limited -Loan Payable -

16,582,381

(Nil)

2.Pooja Equi-Research Private Limited - Hemu Castle

Deposit -

500,000

(500,000) -

3.Pooja Equi-Research - Loan Given -

122,571,040

(157,151,040) -

4.Earthstone Resources Zambia Limited-Creditor For

Goods -

27,648,579

(25,061,853) -

5.Odyssey Global Private limited - -

500,461

(497,961)

6.Odyssey Infrabuild Private Limited - -

210,466

(197,966)

7.Odyssey Media And Entertainment Private Limited

- -

43,851,806

(40,847,806)

Outstanding Balances of the Related Parties as on 31st March 2014:-

Figure in bracket relates to previous year.

6 In respect Of Amounts Mentioned under section 205C of the Companies Act, 1956 there were no dues required to be credited to the Investor education and Protection Fund as on 31st March, 2014.7 No Borrowing Costs have been capitalised during the year.8. The above information regarding Micro, Small And Medium Enterprises has been determined to the extent such parties have been indentified on the basis of the information available with the company. This has been relied upon by the Auditor.9 Segment ReportingDuring the year the company operated in signal business segment of trading business in India. Hence there are no separate reportable business or geographical segments as per Accounting Standard (AS-17) on Segmental Reporting. 10 Other additional information required as per Schedule VI of the Companies Act,1956 is either Nil or Not Appliacble to the Company during the year. 11 Previous Years figures have been regrouped/reclassified wherever necessary to confirm to the current years classification.




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INDEPENDENT AUDITOR'S REPORT

TO THE BOARD OF DIRECTOR ODYSSEY CORPORATION LIMITED

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of ODYSSEY CORPORATION LIMITED, and its subsidiaries, which comprise the consolidated Balance Sheet as at March 31, 2014, and the consolidated Statement of Profit and Loss and the consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.


The Company's Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.


Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the


-54-



consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2014; and

(b) in case of the Consolidated Statement of the Profit and Loss, of the Profit for the Group for the year ended on that that.

(c) in case of the consolidated Cash Flow Statement of the Cash Flow of the Group for the year ended on that date.

Other Matters

We did not audit the financial statement of foreign subsidiary company Odyssey Group Pte Ltd. whose financial statements reflect total asset of Rs. 37/- as at March

st31 , 2014 and cash flows amounting to Rs. 37/- for the year ended on that date, as considered in consolidated financial statements. These financial statements have been certified by the director of the company as the company is exempted to audit as per Company Law of Singapore.




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ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 1 under the heading of “Report on Other Legal and Regulatory

Requirements” of our report of even date.

1.

i) The Company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets.

ii) As explained to us, all the fixed assets have been physically verified by the

management in phase periodical manner, which is in our opinion reasonable. No

material discrepancies were noticed on such verification.

iii) In our opinion none of the fixed assets has been disposed off by the company,

however according to the information and explanation given to us the going

concern status of the Company is not affected.

2.

i) The Management has conducted physical verification of inventory at reasonable

interval.

ii) The procedure of physical verification of inventory followed by the management

are reasonable and adequate in relation to the size of the company and the nature of

its business,

iii) The company is maintaining proper records of inventory and no material

discrepancies were noticed on physical verification as compared to book records.

3.

i) The Company has granted unsecured loans to two parties covered in the

Register maintained under Section 301 of the Companies Act, 1956, aggregating to

Rs.145.17 lacs, the maximum amount outstanding during the year was

Rs.1699.53 lacs, and balance as on year end was Rs.1225.71 lacs.

ii) In our opinion and according to the explanation given to us the terms and

conditions of the loan given are not prima-facie prejudicial to the interest of the

company except the fact that no interest has been charged on loan given to one

party.

iii) In respect of the said loans, the said loans are repayable on demand and hence the

question of overdue amounts does not arise.

iv) The Company has taken interest free unsecured loans from one party covered in

the register maintained under Section 301 of the Companies Act, 1956,

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aggregating to Rs.494.58 lacs. The maximum amount outstanding during the year

and yearend balance was Rs. 192.68 lacs and Rs. 165.82 lacs respectively.

v) In our opinion and as per explanation given to us, the terms and conditions of

the loans taken, are prima facie not prejudicial to the interest of the company.

vi) In respect of Loan taken by the Company, the Principal amount is repayable on

demand.

vii) The question of overdue amount of loans taken by the company does not arise, as

the loans are repayable on demand.

4. In our opinion and according to the information and explanations given to us, there

is adequate internal control system commensurate with the size of the Company

and the nature of its business, for the purchase of inventory and fixed assets and for

the sale of goods. During the course of our audit, we have not observed any major

weakness in such internal control system.

5. In our opinion and according to the information and explanations given to us

and record examined by us there was no transaction in pursuance of such

contract with parties exceeding in value Rupees five lakhs have been made.

6. According to the information and explanation given to us the Company has not

accepted any deposits from the public during the year and, consequently the

directives issued by the Reserve Bank of India and the provision of Section 58A and

58AA or any other relevant provisions of the Companies Act, 1956 and the rules

framed there under are not applicable.

7. In our opinion, the company has an internal audit system commensurate with the

size and nature of its business.

8. According to the information given to us by the management, Maintenance of cost

records under section 209(1) (d) of the companies Act, 1956 are not applicable to

the company.

9. Taxes and Duties :

i) According to the books and records as examined by us and according to the

information and explanation given to us, in our opinion, the Company is generally

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regular in depositing with appropriate authorities, undisputed statutory dues

including provident fund, investor education and protection fund, employees state

insurance, sales-tax, wealth- tax, custom duty, excise duty, cess and other statutory

dues applicable to it, except Rs. 439440/- towards income tax which is since being

paid/adjusted.

ii) According to the information and explanations given to us, no undisputed amounts

payable in respect of income tax, wealth tax, sales tax, customs duty, and excise

duty were outstanding, at the year end for a period of more than six months from

the date they became payable.

iii) According to the records of the company and the information and explanation

given to us, there are no disputed dues in respect of Sales Tax, Income Tax, Wealth

Tax, Customs Duty, Excise Duty and Cess.

10. The company has no accumulated losses as at the end of the financial year. The

company has not incurred cash loss during the current year but there was cash loss

in the immediately preceding financial year.

11. Based on the audit procedures and according to the records of the Company

examined by us and the information and explanations given to us, the company

has not defaulted in repayment of dues to bank. The company has neither taken

any loans from a financial institution nor issued any debentures.

12. Based on our examination of records and information and explanation given to us,

the company has not granted any loans and advances on the basis of security by

way of pledge of shares, debentures and other securities. Therefore, the provision

of the clause 4 (xii) of the Order are not applicable to the company.

13. The Company is not a chit fund / Nidhi/ Mutual benefit fund/ Society. Therefore,

the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. The company has maintained proper records of transactions and contracts in

respect of Investment in securities, debentures and other investments and timely

entries have been made therein. All shares, debentures and other investments have

been held by the Company in its own name except for the shares which are lodged

for transfer or pending to be received from the Company or lying with the Broker as

certified by the management.

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15. As per the information and explanations given to us, in our opinion the Company

has not given any guarantee for loans taken by others from banks or financial

institutions.

16. In our opinion and according to the information and explanations given to us, the

term loans raised by the company during the year have been applied for the

purpose for which they were raised.

17. According to information and explanations given to us and on overall examination

of the balance sheet of the Company, we report that no funds raised on short-term

basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to the parties or

companies covered in the register maintained under Section 301of the

Companies Act, 1956.

19. The Company has not issued any debentures during the year and there are no

debentures outstanding on at the year end, therefore the question of creation of

Securities do not arise.

20. The Company has not raised any money through a public issue during the year.

21. To the best of knowledge and according to the information and explanations given

to us, we report that no fraud on or by the Company has been noticed or reported

during the year.




Balance Sheet As At 31st March 2014


For and on behalf of the Board

Sd/-S.SarupriaPartnerM.No. 035783Place:MumbaiDate: 30.05.2014


-59-





-60-


Statement Of Profit and Loss For the Year Ended 31St March 2014








-61-


Cash Flow Statement For the Year Ended 31St March 2014


-62-









-63-


Note 1

D)Terms / Rights attached to the Equity Shares:-i) The company has only one class of Equity Shares having a par value of Rs. 5/- per share.

Each holder of Equity Share is entitled to one vote per share.

ii) The company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to approval of the Shareholders in the ensuing Annual General Meeting.iii)In the event of liquidation of the Copmpany, the holders of Equity Shares will be entuitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the Shareholders.


-64-


Note 2

Note 3

Long Term BorrowingsAs at

31,March,2014

As at

31,March,2013(b) Term loans

(i) Vehicle Loan

-from banks 245,788 697,933

(Secured by Car)

Amount disclosed under the head "Other current Liabilities" Note: 6 245,788 452,145

Total - 245,788

(Amount in Rs.)

Terms of Repayment : Equated Monthly Installments (EMI) of Rs.42,320(Forty Two Thousand Three Hundred And Twenty)

per month for a period of 36 [email protected]%.


-65-


Note 4


-66-



Note - 8

-67-



Note 11

Other Non-Current AssetsAs at

31st March,2014

As at

31st March,2013

Deposit with Govt. Dept. 32,730 32,730

Preliminary Expenses to the extent not W/off 159,770 319,540

Total 192,500 352,270

-68-



-69-



-70-



-71-



23 A Significant Accounting Policies :

1 Basis Of Accounting : The financial statements have been prepared and presented under the historical cost convention method on accrual basis and materially comply with the Accounting Standards issued by the Institute of Chartered Accountants of India(ICAI) and the provisions of the Companies Act, 1956. All Income and Expenditure having material bearing on the financial statements have been recognised on accrual basis.

2 Use Of Estimates : The preparation and presentation of financial statements in conformity with the generally accepted accounting principles(GAAP).It requires the management to make estimates and

-72-


assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) as of the date of the financial statement and the reported revenues and expenses for the reporting year. Difference between the actual result and estimates are recognized in the period in which the results are known/materialized.

3. RevenueRecognition

(i) Income From Sale Of Goods: Revenue from sale of goods is recognised when all the significant risks and rewards of the goods have been passed on to the buyer ,usually on the delivery of the goods.The company collects Sales Tax And Value Added Tax(VAT) on behalf of the government and therefore these are not economic benifits flowing to the Company.Hence they have been excluded from the perview of revenue.Excise duty deducted from the revenue(Gross) is the amount that is included in the revenue(Gross) and not the entire amount of liability arising during the year.(ii) Income From Sale Of Services: Income from sale of services is recognised when the bills are raised and on their subsequent acceptence.The company collects Service Tax on behalf of the government and as such it is not an economic benefit flowing to the company(iii) Sale Of Film Rights:Income From Sale Of Film Rights Are Accounted For as per the terms of the Agreement(iv) Income From Other Operations :Income From Other Operations is recognised on accrual basis and as per the terms of the agreement. (v) Income from Interest: Interest income is recognised on time proportion basis taking into account the amount outstanding and the applicable rate of interest.Interest income is included under the head “other income” in the statement of profit and loss.(vi) Dividends: Dividend Income is recognised when the companies right to receive dividend is established by the reporting date.

4 Fixed\ Assets(i) Tangible Assets: Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.The cost comprises purchase price, borrowing cost if capitalization criteria are met and directly attributable costs of bringing the asset to its working condition for the intended use.Any trade discounts and rebates are deducted in ariving at the purchaseprice.(ii) Intangible Assets: Intangible assets aquired seperately are measured on initial recognition at cost.Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any.


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5 Depreciation/ Amortisation : Depreciation on fixed assets is calculated on straight line basis as per the ratees prevailing in the schedule XIV of the Companies Act, 1956.Depreciation/Amortisation of the additions or deletions of assets during the year is provided on a pro-rata basis.Individual assets costing less than Rs.5000/- have been depreciated fully in the year of purchase.

6 Foreign Currency Translation : (i) Initial Recognition: Foreign currency transactions are recorded in the reporting currency by applying to the foreing currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.(ii)Conversion: Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date.Non-Monetary items which are measured in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of transaction.Non-Monetary items which are measured at fair value or other similar valuation denominated in a foreign currency are translated using the eschange rate at the date when such value was determined(iii Exchange Differences L The Exchange Difference arising on settlement/translation are recognised in the revenue accounts.

7 Borrowing Costs(i) Borrowing Cost that are directly attributable to the acquisition, construction or production of qualifying asset are capitalised as part of cost of such asset.

(ii) Borrowing cost other than those directly attributable to the acquisition, construction or production of a qualifying asset are recognized as expense in the period in which they are incurred.

8. Investments : Investments are classified as long term and current investments. Long term investments are carried at cost less provision, if any, for permanent diminution in their value. Current investments are valued at lower of cost and fair value.

9.InventoriesInventories are valued at cost or net realizable value-Whichever is lower.

10 Employee Benefits: (i) The payment of Gratuity is not applicable to the company in view of non competion of qualifying years of service by the employees


-74-


11 Taxation (i) Tax expense comprises current and deferred tax.(ii) Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961 enacted in India and the tax Laws prevailing in the respective Tax jurisdiction where the Company operates.the tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.Current income tax relating to the items recognised directly in equity is recognised in equity and not in the statement of profit and loss.(iii) Deferred income taxes reflect the impact of timing differences between the taxable income and accounting income originating during the current year and reversal of timing differences for the earlier years.Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the reporting date.Deferred income tax relating to the items recognised directly in equity is recognised in equity and not in the statement of profit and loss.(iv) Deferred Tax Liabilities are recognised for all taxable timing differences(v) Deferred Tax Assets are recognised for deductible timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred taxassets can be realised.(vi) The carrying amount of deferred tax assets are reviewed at each reporting date.The company writes down the carrying amount of deferred Tax asset to the extent that it is no longer reasonbly certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised.Any such write down is reversed to the extent that it becomes resonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.(vii) Minimum Alternative Tax(MAT) paid in a year is charges to the statement of profit and loss as current tax.The company recognises MAT credit available as an asset only to the extent that there is a convincing evidence that the company will pay normal income tax during the specified period.i.e.the period for which MAT credit is allowed to be carried forward.IN the year in which the company recognises MAT credit as an asset in accordance with the Guidance Note On Accounting For Credit Available in respect of Minimum Alternative Tax under the income tax act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as “MAT Credit Entitlement”(viii) The Company Reviews the “MAT credit Entitlement” asset at each reporting date and writes down the asset to the extent the company does not have convincing evidence that it will pay normal tax during the specified period.

12 Provisions,Contingent Liabilities And Contingent Assets(i) Provisions are recognised only when there is a present obligation as a result of past events and when a reliable estimate of the amount of obligation can be made.(ii) Contingent liability is disclosed for (1) Possible obligations which will be confirmed only by future events not wholly within the control of the Company or


-75-


(2) Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation can not be made.

(iii) Contingent Assets are not recognised in the financial statements since this may result in the recognition of income that may never be realised.

13 Segment Reportin (i) Business Segments have been identified on the basis of nature of products/services.The Company’s operations relate to Purchase And Ditribution Of Film Rights,Tickets And Other Entertainment Related Expenses And Trading. (ii) Revenue and expenses have been identofied to a segment on the basis of relationship to operating activities of the segment. Revenue and expenses which realtes to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as “unallowable”(iii) Segment Assets and Segment Liabilities reprsents assets and liabilities in respective segments. Investments, tax related assets and other assets ans liabilities that can not be alloted to a segment on reasonable basis, have been disclosed as “unallowable”.

14 Impairment of Assets : The Company assesses at each Balance Sheet date whether there is any indication that an asset may be impaired. If any such indication exists ,the Company estimates the recoverable amount of the assets. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the Profit and Loss Account. If at the Balance Sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount.


CIF Value of ImportsTravelling ExpensesCompany Formation ExpensesInvestment in Subsidary Company

Total

----

---

446,865

446,865

Total- -

-76-


4 Capital and other commitments:

a Estimated amount of capital corntract remaining to be executed and not provided for (net of advance) Rs. ………./- (Previous year-146,75,000)

b Balances of Debtors & Creditors and Loans & advances are subject to confirmation & reconcilation

c Share application money igven is subject to confirmation.

5 Related Party Disclosures: - In accordance with 'Accounting Standard -18' relating to Related Party Disclosures,

information pertinent to related party transaction is given as under:-a. Name of the related parties where control exists:

(iii) Enterprise owned or significantly influenced by key management personnel or their relatives:- 1. Alacrity Securities Limited2. Pooja Equi-Research Private Limited3. Earth Stone Resources Zambia Limited


8,970,87439,394,200

50.23

-9,669,71538,120,008

50.23

(i)Key Management personnel:

Name Of the Person

1.Hiten R. Mehta

2.Beena Mehta

(ii)Subsidiar Company

1. Odyssey Group PTE Limited -

2. Odyssey Global Private Limited -

3. Odyssey Media And Entertaiment Private Limited

4. Odyssey Infrabuild Private Limited-

having signifiacant influence to control

over the enterprise

Subsidiary

Director

Subsidiary

Subsidiary

Wholly owned subsidiary

Relationship

-77-


B. Transactions during the year with related parties :-

Name of The TransactionsKey Management

Personnel

Enterprise owned

or significantly

influenced by key

management

personnel or their

relatives

Subsidiaries

Company


14,386,645

(807,29,403) -


Nil(426,43,435) -

- Odyssey Global Pvt. Ltd. - -

2,500

(8,000)

- Odyssey Infrabuild Pvt. Ltd. - -

12,500

(8,000)

- Odyssey Media & Entertainment Pvt. Ltd. - -

3,004,000

(25,758)


223,767

(446,865)


21,569,786

(149,780,071) -


345,80,000

(46,204,878)

-


130,702

(2,504,901) -


Nil

(143,76,038) -


54,457,859

(Nil) -


32,890,000

(Nil) -



223,767

(789,892)


5.Loan Repaid



4.Loan Taken

1.Loan Given

C.

Name Of The Related PartyKey Management

Personnel

Enterprise owned or significantly

influenced by key management

personnel or their relatives

SubsidiariesCompany

1.Alacrity Securities Limited -Loan outstanding -

Nil

(7,052,439) -

2.Alacrity Securities Limited -Loan Payable -

16,582,381

(Nil)


Deposit - 500,000

(500,000) -

3.Pooja Equi-Research - Loan Given -

122,571,040

(157,151,040)

-

4.Earthstone Resources Zambia Limited-Creditor For Goods -

27,648,579(25,061,853)

-

5.Odyssey Global Private limited - -

500,461

(497,961)

6.Odyssey Infrabuild Private Limited - -

210,466(197,966)


- -

43,851,806(40,847,806)

Outstanding Balances of the Related Parties as on 31st March 2014:-

-78-


7 In respect of Amounts mentioned under section 205C of the Companies Act, 1956 there were no dues required to be credited to the Investor education and Protection Fund as on 31st March, 2012.

8 No Borrowing Costs have been capitalised during the year.

9 The Above Information Regarding Micro, Small And Medium Enterprises has been Determined to the Extent such Parties Have been indentified on the basis of the information Available with the company

This has been Relied upon by the Auditor

10 Segment Reporting

During the year the company operated in signal business segment of trading business in India. Hence there are no separate reportable business or geographical segments as per Accounting Standard (AS-17) on Segmental Reporting.

11 Other additional information required as per Schedule VI of the Companies Act,1956 is either Nil or Not Appliacble to the Company during the year.

12 Previous Years figures have been regrouped/reclassified wherever necessary to conform to the current years classification.





-79-


M ĂŁÏ Ĭ ÒĹÔŐ ĒĮ Ĭ ÕÒĹÔĹĮ Ó ĎÔİ N -

149,780,071

(336,452,100) -


46,204,878

(632,923) -

- Odyssey Infrabuild Pvt. Ltd. -

- 90,000

(Nil)

- Odyssey Media & Entertainment Pvt. Ltd. -

- 800,000

(Nil)

Earthstone Resources Zambia Limited -

Nil

(580,49,903) -


2,504,901

(21,797,413) -


143,760,38

(1,437,684) -




789,892

(Nil)



3. Import Purchases

C. Outstanding Balances Of the Related Parties As On 31st March 2013:-

B�� C � Ç�� Č�� Ć��Key Management

Personnel

Enterprise owned

or significantly

influenced by key

management

personnel or their

relatives

Subsidiaries

Company

1.Alacrity Securities Limited

-

7,052,439

(76,103,107) -


Deposit -

500,000

(500,000) -

3.Pooja Equi-Research Loan Given

-

157,151,040

(160,712,483) -

4.Earthstone Resources Zambia Limited-Creditor For

Goods -

25,061,853

(20,911,153) -

5.Odyssey Global Private limited

- -

497,961

(489,961)

6.Odyssey Infrabuild Private Limited

- -

197,966

(279,966)

7.Odyssey Group PTE Limited

- -

Nil

(329,908)


- -

40,847,806

(41,622,048)

- - -

Figure in bracket relates to previous year.


-80-


6 In respect Of Amounts Mentioned under section 205C of the Companies Act, 1956 there were no dues required to be credited to the Investor education and Protection Fund as on 31st March, 2014.

7 No Borrowing Costs have been capitalised during the year.

8 The above information regarding Micro, Small And Medium Enterprises has been determined to the extent such parties have been indentified on the basis of the information available with the company.

This has been relied upon by the Auditor.

9 Segment Reporting During the year the company operated in signal business segment of trading business

in India. Hence there are no separate reportable business or geographical segments as per Accounting Standard (AS-17) on Segmental Reporting.

10 Other additional information required as per Schedule VI of the Companies Act,1956 is either Nil or Not Appliacble to the Company during the year.

11 Previous Years figures have been regrouped/reclassified wherever necessary to confirm to the current years classification.


Sd/-S.SarupriaPartnerM.No. 035783






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INDEPENDENT AUDITOR'S REPORTTO THE BOARD OF DIRECTOR ODYSSEY CORPORATION LIMITED

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of ODYSSEY

CORPORATION LIMITED, and its subsidiaries, which comprise the consolidated Balance

Sheet as at March 31, 2014, and the consolidated Statement of Profit and Loss and the

consolidated Cash Flow Statement for the year then ended, and a summary of significant

accounting policies and other explanatory information.


The Company's Management is responsible for the preparation of these consolidated

financial statements that give a true and fair view of the consolidated financial position,

consolidated financial performance and consolidated cash flows of the Company in

accordance with the Accounting Standards notified under the Companies Act, 1956 read

with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of

Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance

with the accounting principles generally accepted in India. This responsibility includes the

design, implementation and maintenance of internal control relevant to the preparation

and presentation of the financial statements that give a true and fair view and are free from

material misstatement, whether due to fraud or error.


Our responsibility is to express an opinion on these consolidated financial statements

based on our audit. We conducted our audit in accordance with the Standards on Auditing

issued by the Institute of Chartered Accountants of India. Those Standards require that we

comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free from material misstatement. An

audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the consolidated financial statements. The procedures selected depend on

the auditor's judgment, including the assessment of the risks of material misstatement of

the consolidated financial statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal control relevant to the Company's preparation

and fair presentation of the consolidated financial statements in order to design audit


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principles generally accepted in India:

(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Company

as at March 31, 2013;

(b) in the case of the Consolidated Statement of Profit and Loss, of the loss for the year

ended on that date; and

(c) in the case of the Consolidated Cash Flow Statement, of the cash flows for the year

ended on that date.

For CLB & Associates,Chartered AccountantsF. R. No. 124305W

Sd/-S. SarupriaPartnerM.No.035783Date: 30.05.2013


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Name of the Subsidiary CompanyOdyssey Infrabuild

Private Limited

Odyssey Global

Private Limited

Odyssey Media and

Entertainment

Private Limited

Odyssey Group PTE

Limited

A) The Financial Year of the Subsidiary Company

B) Shares of the subsidiary held by the Company on

the above date:

a) No. of Shares

8000 Equity

Shares of Rs. 100

each

8000 Equity

Shares of Rs. 10

each

9999 Equity Shares

of Rs. 10 each

1 Equity Shares of

$1

b) Extent of Holding 80% 80% 99% 100%

C)The net aggregate of profit/Loss of the

subsidiary company so far as its concerns the

members of the company

a) Not dealt within the account of the Company for

the year ended 31st,March,2014 amounted to:-

(I) For the financial years ended as in (A) above; NIL NIL NIL NIL

(II) for the previous financial year of subsidiary

since they became the subsidiary of the companyNIL NIL NIL NIL

b) Dealt within the account of the Company for the

year ended 31st March,2014 amounted to:-

(I) For the financial years ended as in (A) above; -89377 -131265 -5,909,381

(II) for the previous financial year of subsidiary

since they became the subsidiary of the company -92765 -135265 -39216

D) As the Financial year of the Company coincide

with the financial year of the holding

company.section 212(5) of the Companies

Act,1956 N.A. N.A N.A. N.A.

Statement Pursuant to Section 212 of the Companies Act,1956,Relating to Subsidiary Company

31st March,2014 31st March,2014 31st March,2014 31st March,2014

NIL

NIL

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PROXY FORM

th 19 ANNUAL GENERAL MEETING Folio No. :

I/We_______________________________of___________________________________in the district of____________being

the member(s) of the above named Company _____________hereby appoint___________________ of______ in

the district of ____________________________or failing him/her__________________of________________________ as

my/ our proxy to vote for me/ us on my/our behalf, at the Annual General Meeting of the Company to

be held at Shop No. 3, Hemu Castle, Dadabhai Road, Near Gokhilbai School, Vile Parle (W), Mumbai – th400056 on , 27 September 2014 and at any adjournment thereof.

Folio No.: D.P.ID NO: CLIENT I.D. NO: No.of Shares :AffixRe Signed this _________day of___________2014.

Note :This form in order to be effective should be duly stamped, completed and signed and must be deposited at the Registered Office of the Company, not less than 48 hours before the meeting.

Revenue Stamp of

Rs. 1/-

ATTENDANCE SLIP

th 19 ANNUAL GENERAL MEETING

I, Certify that I am a registered shareholder/proxy for the registered shareholder of the Company. I hereby record my presence at the Annual General Meeting of the Company at Shop No. 3, Hemu Castle, Dadabhai Road, Near Gokhilbai School, Vile Parle (W), Mumbai –

th400056 on 27 September,2014.

Registered Folio No.:-……………………… D.P.ID.NO…………………..Client ID No………………………

Name of the Shareholder :-………………………………………………………………………………

Note: Please fill in this attendance slip and hand it over at the Entrance. Members are requested to bring their copy of Annual Report of the meeting. Signature of the Shareholder / Proxy:………................……………


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NOTES


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NOTES


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NOTES


BOOK POST

If undelivered, please return to :


Registered Office : Shop No. 3, Hemu Castle,

Dadabhai Road, Near Gokhilbai School,

Vile Parle (W), Mumbai – 400056

Documents

Oddyssy Annual Report - 2014 - Final · ODYSSEY CORPORATION LIMITED ANNUAL REPORT - 2014 Registered Office: Shop No. 3, Hemu Castle, Dadabhai Road, Near Gokhilbai School, Vile Parle