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Usha Martin Education & Solutions Ltd.

BSE: 532398 Sector: Services
NSE: UMESLTD ISIN Code: INE240C01028
BSE 12:15 | 23 Feb 1.26 0.06
(5.00%)
OPEN

1.25

HIGH

1.26

LOW

1.25

NSE 15:05 | 10 Jul Usha Martin Education & Solutions Ltd
OPEN 1.25
PREVIOUS CLOSE 1.20
VOLUME 12704
52-Week high 2.89
52-Week low 1.13
P/E
Mkt Cap.(Rs cr) 3
Buy Price 1.26
Buy Qty 2296.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.25
CLOSE 1.20
VOLUME 12704
52-Week high 2.89
52-Week low 1.13
P/E
Mkt Cap.(Rs cr) 3
Buy Price 1.26
Buy Qty 2296.00
Sell Price 0.00
Sell Qty 0.00

Usha Martin Education & Solutions Ltd. (UMESLTD) - Auditors Report

Company auditors report

To the Members of USHA MARTIN EDUCATION & SOLUTIONS LIMITED Report on theStandalone Financial Statements

We have audited the accompanying standalone financial statements of USHA MARTINEDUCATION & SOLUTIONS LIMITED ( the Company ) which comprise the Balance Sheet as at31st March 2017 the Statement of Profit and Loss the Cash Flow Statement for the yearthen ended and a summary of the significant accounting policies and other explanatoryinformation.

Management s Responsibility for the Standalone Financial Statements

The Company s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ( the Act ) with respect to the preparation of thesestandalone financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditor s Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company s preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and thereasonableness of the accountingestimates made by the Company s Directors as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2017 and its Loss and its cash flows for the year ended on that date.

Emphasis on Matter

We draw attention to the matter reffered to in Note No.20(11) of Notes on Accounts tofinancial statements which refers to provision for impairment of assets of Rs.12176753/- being the carrying amount of building constructed on leasehold landpossession of which was taken by the lessor during the year on account of closure of theeducation centre.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor s Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act we give in theAnnexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

(e) On the basis of the written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in terms of Section164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such control refer to ourseparate report in Annexure B .

(g) With respect to the other matters to be included in the Auditor s Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us: i. TheCompany does not have any pending litigations which would impact its financial position.ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses. iii. There were no amounts which wererequired to be transferred to the Investor Education and Protection Fund by the Company.iv. The Company has provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8 November2016 to 30 December 2016 and these are in accordance with the books of accountsmaintained by the company.Refer Note 20(10)to the financial statements. For S.Swarup& Co.

Chartered Accountants (Firm Registration No. 310089E)

S .S. Gupta

(Proprietor) Membership No. 17897

Place : Kolkata Date : May 26th 2017

ANNEXURE A TO THE AUDITORS REPORT

The Annexure referred to in our Report to the member of the Company on the standalonefinancial statements for the year ended 31st March 2017 we report that: i. (a) TheCompany has maintained proper records showing full particulars including quantitativedetails and situation of fixed assets; (b) All fixed assets were physically verified bythe management during the year. As informed no material discrepancies were noticed on suchverification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the company the company does not own any immovableproperty.Hence paragraph 3(i)(c) of the Order is not applicable. However the land whichwas taken on lease in earlier years on which construction was done has been takenpossesion by the lessor during the year and carrying amount i.e. written down value (WDV)of `.12176753/- has been provided by way of impairement.(Refer Note No. 20(11)of Notes on Accounts). ii. The Company is a service company. Accordingly it does not holdany physical inventories. Thus paragraph 3(ii) of the Order is not applicable. iii. TheCompany has not granted any loans secured or unsecured to companies firms LimitedLiability partnerships or other parties covered in the Register maintained under section189 of the Act. Accordingly the provisions of paragraph 3 (iii) (a) to (c) of the Orderare not applicable to the Company. iv. In our opinion and according to the information andexplanations given to us the company has complied with the provisions of section 185 and186 of the Companies Act 2013 with respect of loans investments guarantees andsecurity made. v. The Company has not accepted any deposits from the public and hence thedirectives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 orany other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules2015 with regard to the deposits accepted from the public are not applicable. Henceparagraph 3(v) of the Order is not applicable vi. The clause relating to maintenance ofcost records under sub-section (1) of section 148 of the Companies Act 2013 is notapplicable to the company. Hence paragraph 3(vi) of the Order is not applicable. vii. (a)According to information and explanations given to us and on the basis of our examinationof the books of account and records the Company has been generally regular in depositingundisputed statutory dues including Provident Fund Employees State Insurance Income-TaxSales tax Service Tax Duty of Customs Duty of Excise Value added Tax Cess and anyother statutory dues with the appropriate authorities. According to the information andexplanations given to us no undisputed amounts payable in respect of the above were inarrears as at March 31 2017 for a period of more than six months from the date on whenthey become payable. b) According to the information and explanation given to us thereare no dues of income tax sales tax service tax duty of customs duty of excise valueadded tax outstanding on account of any dispute. viii. In our opinion and according to theinformation and explanations given to us the Company has not defaulted in the repaymentof loans or borrowings to financial institution bank government or dues to debentureholders. ix. According to the information and explanations given to us and on the basis ofour examination of the records of the company the company has not raised moneys by way ofinitial public offer or further public offer including debt instruments and term loans.

Accordingly paragraph 3 (ix) of the Order is not applicable to the Company. x.According to the information and explanations given to us no fraud by the Company or onthe company by its officers or employees has been noticed or reported during the year. xi.According to the information and explanations given to us and on the basis of ourexamination of the records of the company the managerial remuneration has been paid orprovided in accordance with the requisite approvals mandated by the provisions of section197 read with Schedule V to the Companies Act; xii. In our opinion and according to theinformation and explanations given to us the Company is not a Nidhi Company. Accordinglyparagraph 3 (xii) of the Order is not applicable to the Company. xiii. According to theinformation and explanations given to us and on the basis of our examination of therecords of the company transactions with the related parties are in compliance withsection 177 and 188 of Companies Act 2013 where applicable and details of suchtransactions have been disclosed in the Financial Statements as required by the applicableaccounting standards. xiv. According to the information and explanations given to us andon the basis of our examination of the records of the company the company has not madeany preferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review. Accordingly paragraph 3 (xiv) of the Order isnot applicable to the Company. xv. According to the information and explanations given tous and on the basis of our examination of the records of the company the company has notentered into any non-cash transactions with directors or persons connected with him.Accordingly paragraph 3 (xv) of the Order is not applicable to the Company. xvi. Thecompany is not required to be registered under section 45 IA of the Reserve Bank of IndiaAct 1934 and accordingly paragraph 3 (xvi) of the Order is not applicable to theCompany.

For S.Swarup & Co.

Chartered Accountants (Firm s Registration No. 310089E)

S .S. Gupta

(Proprietor) Membership No. 17897

Place : Kolkata

Date : May 26th 2017

ANNEXURE B TO THE AUDITORS REPORT

(This is the Annexure referred to in our Report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ( the Act ) We have audited the internal financial controlsover financial reporting of USHA MARTIN EDUCATION & SOLUTIONS LIMITED( theCompany ) as of 31stMarch 2017 in conjunction with our audit of the standalone financialstatements of the Company for the year ended on that date.

Management s Responsibility for Internal Financial Controls

The Company s management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India [ICAI]. These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company s policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Company s internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the Guidance Note ) and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor s judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company s internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company s internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company s internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For S.Swarup & Co.

Chartered Accountants (Firm s Registration No. 310089E)

S .S. Gupta

(Proprietor) Membership No. 17897

Place : Kolkata

Date : May 26th 2017