Corporate Governance
Company's Philosophy :
ODYSSEY CORPORATION LIMITED has implemented the Guidelines of Corporate Governance in terms of Clause 49 of the listing Agreement executed with the Stock Exchange.

Company’s philosophy on good Corporate Governance translates into
Adopting transparent accounting policies;
Setting up 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.
Composition of Board of Directors :
As on March 31, 2010, Odyssey’s Board comprised of 4 Directors.
The Board functions either as a full Board or through specialised Committees. Policy formulation, setting up of goals and evaluation of performance and control functions vest with the Board, while the Committees look after operations & issues in operations.
Hemanshu Mehta Non Executive & Non Independent
Samar V. Singh Non Executive & Independent
Additional Director on the Board
Raj Narain Rawat Executive & Independent (wef Sept. 7, 2010)
In 2009-10, the Board of Directors met 8 times on June 30, July 31, September 7, October 15 & 31, 2009, January 27, March 4 & 16, 2010.

The Board has constituted the following Committees of Directors :
Audit Committee
Remuneration Committee
Shareholders Grievances Committee
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.
Disclosures :
There were no materially significant party transactions during the year that may have potential conflict with the interest of the Company at large.
There were no instances of any material non-compliance during the last 3 years by the Company on any matter related to capital markets. Neither were any penalties imposed, nor strictures passed against the Company by any of the Stock Exchanges, SEBI or any statutory authorities.
All disclosures relating to financial and commercial transactions where Directors may have a potential interest are informed to the Board, and the interested Directors do not participate in the discussion nor do they vote on such matters.
The Company has followed the Accounting Standards 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.
Transactions with related parties are disclosed in Note 6 – ‘Notes forming part of the Accounts’ annexed to the financial statements of the year.

In terms of Clause 49(V) the listing Agreement, the Chairman & Directors have made certification to the Board of Directors in the prescribed format for the year under review. The Chairman’s and Directors’ certification of the financial statements for the year are enclosed at the end of the report.

Means of Communications
The Company regularly intimates unaudited, as well as audited results to the Stock Exchanges immediately after these are taken on record by the Board.
Registrar & Transfer Agent
The company has appointed a Registrar and Share Transfer Agent, M/s. BIG SHARE SERVICES PVT LTD. which is fully equipped to carry out share transfer activities and redress investor complaints.
Compliance Officer : Ms Nishu Goyal, Company Secretary

Auditors : M/s. Sandeep Sheth & Associates, Chartered Accountants
Dematerialisation of Shares as on March 31, 2010
The shares of the Company are compulsorily traded in dematerialised form. 26.69% of equity shares are dematerialised as on March 31, 2010.
Investor Correspondence Address
Big Share Services Pvt. Ltd.

Odyssey Corporation Limited
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