DIRECTORS' REPORT

The Directors are pleased to present their report on the business and operations of your Company along with the Annual Report and audited financial statements for the financial year ended 31st March, 2015.

PERFORMANCE REVIEW

The Company has recorded improved performance during the year reporting revenue of Rs.1015.17 lakhs signifying a growth of 32.47%. The Profit after Tax is at Rs. 290.87 lakhs as compared to Rs. 210.92 lakhs in the previous year, registering a growth of 37.90%. The net profit generated during the year has been added to general reserves which in turn has reduced the carried forward loss.

DIVIDEND

Dividend on equity shares of the company for the year ended March 31, 2015 could not be recommended by your Directors in view of the carried forward loss from the previous years.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures;

b .they have selected such accounting policies and applied

them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; c . th ey have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts of the Company on a going concern basis.

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and reviews performed by the management and the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of the Companies Act, 2013,which came into effect from April 1, 2014, the members at their 24th Annual General Meeting held on September 18, 2014 approved the re-appointments of Mr. B. Robert Raja, Chairman and Managing Director and Mr. B. Antony Raja, Whole-time Director of the Company for a further period of three years with effect from 1st April,2014 up to 31st March, 2017, liable to retire by rotation and appointments of Mr. U.Rathish Babu, Mr. G. Rajasekaran and Mr. Kurilla Srinivas Rao as Independent Directors of the Company for a period of five consecutive years from April 1, 2014 up to March 31, 2019, who are not liable to retire by rotation.

Pursuant to the provisions of Section 152 of Companies Act, 2013 and Articles of Association of the Company, Mr. B. Robert Raja, Chairman & Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Pursuant to the provisions of Section 161 (1) of the Companies Act, 2013 read with all other applicable provisions, the Board of Directors at their meeting held on March 19, 2015 had appointed Dr. Rani Radhakrishnan as an Additional Director (Independent) of the Company to hold office with effect from March 19, 2015 up to the date of the ensuing Annual General Meeting of the Company. As per the provisions of Companies Act, 2013, an Independent Director is required to be appointed for a term of up to five consecutive years and shall not be liable to retire by rotation. Considering her experience and expertise, it is hereby proposed to the members to appoint Dr. Rani Radhakrishnan for a period of five consecutive years from March 19, 2015 up to March 18, 2020.

The Company has received declarations from all the Independent Directors of the Company under Section 149 (7) of Companies Act, 2013 confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

During the year under review, Ms Ramya .S ceased to be the Company Secretary and Compliance Officer of the Company with effect from May 2,2014 and Ms K.V.Lakshmi was appointed as the Company Secretary and Compliance Officer of the Company with effect from May 2,2014.

Pursuant to the provisions of Section 203 (1) of the Companies Act, 2013 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ,the Board of Directors, at their meeting held on May 14,2014 noted and formalized Mr. B. Robert Raja-Managing Director, Mr.B.Antony Raja(Whole-time Director) - Chief Financial Officer and Ms K.V.Lakshmi-Company Secretary as the Whole-time Key Managerial Personnel of the Company.

Details of the proposal for appointment of Dr. Rani Radhakrishnan as Independent Director of the Company are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the Twenty fifth Annual General Meeting.

MEETINGS OF THE BOARD

The Board of Directors met six times during the financial year. The meetings were held on May 14, 2014, August 5, 2014, October 21, 2014, December 22, 2014, January 23, 2015 and March 19, 2015. Further details regarding meetings of the Board are furnished in the Corporate Governance Report, which forms a part of the Annual Report.

FORMAL ANNUAL EVALUATION

The Board has carried out a formal annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

A structured questionnaire was prepared by the Nomination and Remuneration Committee and performance of the Board was evaluated by the Board seeking inputs from all directors on the basis of criteria such as adequacy of the composition of the Board and its Committees, Board culture, effectiveness of board processes and performance of specific duties, obligations and governance. The performance of the Committees was evaluated by the Board on the basis of criteria such as composition of committees, effectiveness of committee meetings, etc,. The individual Directors were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and shareholders, etc,.

In the separate meeting of the independent directors held on January 24, 2015, performance of the non-independent directors and Board as a whole was reviewed and performance of Chairman of the Company was reviewed after taking into account views of Executive Director.

POLICY ON DIRECTOR'S APPOINTMENT & REMUNERATION

The Company's policy on director's appointment, remuneration and other matters provided in Section 178 (3) of the Act has been disclosed in the Corporate Governance Report, which forms a part of the Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were evaluated and no reportable deficiency in the design or operation of such controls were observed.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms a part of the Annual Report.

STATUTORY AUDITOR

M/s B. B. Naidu & Co., Chartered Accountants, Chennai, (Firm Registration No.002291S) who are the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board had appointed Dr. B. Ravi, Company Secretary in practice [FCS 1810, CP3318] to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as Annexure-I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RISK MANAGEMENT

The Board has developed and implemented a Risk Management Policy for the company including identification of elements of risk, which in the opinion of the Board may threaten the existence of the Company. The Risk Management Policy is available on the website of the Company at <http://www.odysseytec.com/Documents/OtherDocs/Risk_Management_Policy.pdf>  Management Policy.pdf

TRANSACTIONS WITH RELATED PARTIES

All contracts or arrangements entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. There were no materially significant related party transactions with the company's promoters, Key Managerial Personnel, directors or their relatives which could have had a potential conflict with the interests of the company

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board and has been uploaded on the website of the Company at http://www.odysseytec.com/Documents/OtherDocs/Policy on Related Party Transactions.pdf >

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in Form MGT-9 as required under Section 134(3) (a) of the Companies Act, 2013 is annexed herewith as Annexure-II to this Report

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of Companies (Appointment & Remuneration of Managerial Personnel), Rules, 2014 is annexed herewith as Annexure-III to this Report.

DISCLOSURE REQUIREMENTS

¦ As per Clause 49 of the Listing Agreement entered into with the stock exchange, corporate governance report with auditors' certificate thereon and management discussion and analysis report are attached and forms part of this report.

¦ Details of the familiarization programme conducted for the independent directors of the company is available on the website of the Company (http://www.odysseytec.com/Documents/OtherDocs/Famil iarisation Programme for Independent Directors.pdf)

The Company has formulated and published a Whistle Blower Policy to provide vigil mechanism for Directors and Employees to report genuine concerns to the management, pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and Clause 49 of Listing Agreement. The details of establishment of such mechanism / Whistle Blower Policy have been disclosed in the company's website at http://www.odysseytec.com/Documents/OtherDocs/Whistl e Blower Policy.pdf

The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace pursuant to the requirements of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rules made thereunder. Accordingly, the Internal Complaints Committee has been constituted for redressal of any sexual harassment complaint.No complaints were received during the year.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CONSERVATION OF ENERGY. TECHNOLOGY  ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outflow as required to be disclosed under Section 134 (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-IV to this Report.

STATE OF COMPANY'S AFFAIRS

Management Discussion and Analysis Report for the year under review, as stipulated in clause 49 of the Listing Agreement is given as a separate part of the annual report. It contains a detailed write up and explanation about the performance of the company

ACKNOWLEDGEMENT

Your directors express their grateful appreciation for the assistance and cooperation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review, in aiding the smooth flow of operations. Continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

For and on behalf of the Board of Directors

B Robert Raja

Chairman & Managing Director

Date : August 3, 2015

 Place: Chennai