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Usha Martin Education & Solutions Ltd.

BSE: 532398 Sector: Services
BSE 15:15 | 20 Mar 1.51 0.06






NSE 15:05 | 10 Jul Usha Martin Education & Solutions Ltd
OPEN 1.38
52-Week high 2.88
52-Week low 1.13
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.38
Sell Qty 49930.00
OPEN 1.38
CLOSE 1.45
52-Week high 2.88
52-Week low 1.13
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.38
Sell Qty 49930.00

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

Company director report

Your Directors have pleasure in presenting the 20th Annual Report together with theAudited Statement of Accounts of the Company for the financial year ended 31st March2017.

Financial Results ( ` in Lakh)

Standalone Consolidated
Particulars Year ended 31.3.2017 Year ended 31.3.2016 Year ended 31.3.2017 Year ended 31.3.2016
Gross Income 151.55 139.68 163.08 156.16
Gross Profit/(loss) before Finance (101.86) (237.04) (99.82) (234.64)
Cost and Depreciation
Less: Finance Cost 37.12 29.63 37.13 29.63
Less: Depreciation 19.90 23.98 19.89 23.98
Profit/(loss) before exceptional items and tax (158.88) (290.65) (156.84) (288.25)
Less: Exeptional items 121.77 121.77 _
Profit/(loss) Before Tax (280.65) (290.65) (278.61) (288.25)
Less: Provision for Tax(Net) _ _ 0.65 0.72
Profit/(Loss) After Tax (280.65) (290.65) (279.26) (288.97)
Transfer to Reserves and Surplus (280.65) (290.65) (279.26) (288.97)

Financial Review

During the Financial Year ended 31st March 2017 your company recorded standalonerevenue of `. 151.55 Lakhs considerably lower as compared to the previousfinancial year.Consolidated revenue for the current financial year is `. 163.08Lakhs which also follows the same trend.


Your Directors do not recommend any dividend for the current financial year.

Reserve and Surplus

The balance of Reserves and Surplus as at 31st March 2017 stands at `.1106.93Lakhs after making the appropriations indicated above.


The Company has obtained exemption from annexing accounts and other documentspertaining to subsidiary through the general approval from Ministry of Corporate AffairsGovernment of India vide their letter no. 47/07/2011-CL-III dated 20th January 2011.However the financial statements of the subsidiary company (i.e. UMEPL) and otherdetailed information will be made available to the members seeking such information at anypoint of time. The annual accounts of the subsidiary company will also be available forinspection at the Registered Office of the Company as well as at the Registered Office ofthe subsidiary.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statementsreceived from subsidiary company as approved by its Board of Directors have beenprepared in accordance with the Accounting Standard 21 (AS-21) Consolidated FinancialStatements as notified under Section 129 (3) of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 as applicable. Further the ConsolidatedFinancial Statements are also presented in accordance with Regulation 33 of the SEBI(Listing Obligation and Disclosures Requirement) Act 2015 entered into with the stockexchanges where the shares of the company are listed.

Public Deposit

The Company has not accepted any deposit within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

Particulars of Loans Guarantees or Investments:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company aregiven in the notes to the financial statements.

Internal Control Systems and their adequacy:

Company is equipped with a proper and adequate system of internal controls formaintaining proper accounting cost control and efficiency in operation. Company hasdeveloped documented procedures and various methods as follows:-

Proper Delegation of power to de-centralize the whole operation for making it moredynamic.

Preparation of annual budget for targets for business growth which is continuouslymonitored throughout the year.

Financial control & approval based on budget allocation.

The Company also has adequate system to ensure that all of its assets are safeguardedand protected against loss from unauthorized use or disposition and transactions areauthorized recorded and reported correctly. The internal control system is supplementedby internal audits review by management documented policies and procedures.

Corporate Social Responsibility initiatives

Your Company does not fulfill the criteria for making contribution towards corporatesocial responsibility as directed by The Companies (Corporate Social ResponsibilityPolicy) Rule 2014. However as a responsible entity of the country we respect societyvalue and make endeavor to contribute for the societal cause as far as possible.


During the year under review two of the eminent Independent Directors of your Companyviz. Mr. R P Agrawal and Mr. S K Mitra resigned from the Board mainly due to their agefalling health and other pre-occupation. Both of them were associated with the Company fora very long period as Directors and guided the Company to various highs. The Board placedtheir emmence respect towards both of them and places high appreciation on records.

On resignation of Mr. Mitra and Mr. Agrawal two Independent positions of the Boardbecame vacant. After a thorough search Board found three very eminent persons to fit tothe positions. Remuneration Committee recommended and the Board appointed all of them asIndependent Directors of the Company. The details of them are as follows: Mr. Manoj KumarVijay is a Commerce graduate from Calcutta University and Diploma Holder in Multi-MediaDesigning from Zee Education Kolkata. He is having a vast experience of more than 30years in various fields including Administration and Management. The Board thinks that theinduction of Mr. Vijay will benefit the company in many ways specially in theadministration sector.

Mr. Arun Kumar Ladha is a Commerce graduate from Calcutta University. He is having avast experience of more than 30 years in various fields including accounts and finance.The Board thinks that the induction of Mr. Ladha will benefit the company in many ways.

Mr. Nitin Sharma is a B.Tech from WBUT. He is about 32 years of age and is currentlyworking with KPMG as their technical consultant. Since your Company is now impartingtechnical education including SAP the experience and knowledge of this young professionalwould be of immense help to the Company Accordingly suitable resolutions were put in theNotice of the Annual General Meeting to give effect to the appointments. None of theDirectors are disqualified under Section 149 of Companies Act 2013. As required by lawthis position is also reflected in the Auditors Report.

Declaration of Independence

The Independent Directors have submitted their declaration of Independence as per theCompanies Act 2013 and Regulation 25 of the SEBI (LODR) 2015 to the Board at the firstBoard Meeting of this current Financial Year.

Board Evaluation:

You are aware that in compliance with the Companies Act 2013 your Board on itsMeeting held on 29th January 2015 has adopted a Policy for evaluation of itself alongwith all its committees and all the Directors individually. According to the policy acomprehensive evaluation was done to assess the Board s performance as well as working ofall its committees in its first Board Meeting held after the end of Financial Year2016-17. The evaluation also included personal evaluation of individual Directors. TheDirectors provided their opinion and feedback on the questionnaire on secret ballot.

The Board noted the outcome of the evaluation and expects better governance in theBoard s working for the coming period.

Remuneration Policy

The earlier Remuneration Committee of the Company was renamed as The Nomination andRemuneration Committee. The Committee has been re-constituted in line with the provisionsof Regulation 19 of the SEBI (Listing Obligation and Disclosures Requirement) Act 2015and also meets the requirement of Section 178 of the Companies Act 2013. The Board hason the recommendation of the Nomination & Remuneration Committee framed a policy forselection and appointment of Directors Key Managerial Personnel and their remuneration.


Details of the various meetings held during the financial year 2016-17 have been givenin the Corporate Governance Report.

Corporate Governance

Your Company recognizes the importance of good Corporate Governance in buildingstakeholders confidence improving investor protection and enhancing long-term enterprisevalue. A report on Corporate Governance is annexed.

CEO / CFO Certification

The Whole-time Director and CFO of the Company have submitted a certificate to theBoard as required under Regulation 17 (8) of the SEBI (LODR) 2015 for the year ended 31stMarch 2017.

Directors Responsibility Statement

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 theDirectors confirm:

(i) That in preparation of the accounts for the financial year ended 31st March 2017the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (iv) That the Directors have prepared the accounts for the financialyear ended 31st March 2017 on a going concern basis.

( v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) The directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.


Section 139 of the Companies Act 2013 directed that a Listed Company cannot appoint orre-appoint an Individual as auditor for more than one term of five consecutive years.

Here Auditor means Statutory Auditor.

M/s S Swarup were re-appointed as the statutory auditors of the Company for a term uptothe 20th Annual General Meeting of the Company which is coming to an end this year. Beinga sole proprietorship they cannot be re-appointed for further terms. Hence the Companyneed to appoint a new Statutory Auditors with effect from the conclusion of the 20thAnnual General Meeting to be held in August 2017.

The Board has recommended M/s G Basu & Co. Chartered Accountant to be appointedas the next Statutory Auditors of the Company. M/s G Basu & Co. is a very old andeminent firm in this field. They are associated with various big companies both in theprivate as well as government sector. Keeping in view of the size and working of yourCompany they would be best suited as the Statutory Auditors.

A resolution to give effect to their appointment has been made a part of the Notice ofthe Meeting for your consideration and adoption.

Human Resources

At your Company the management believes and affirms the importance of development ofhuman resources which is most valuable and key element in bringing all round improvementand achieving growth of the business. We are proud to have a successful relationshipphilosophy at all level which focuses on finding solutions through dialogue in a spiritof open work culture and constructive team work. This has enabled us to maintain a cordialand peaceful work environment throughout.

The total number of permanent employees of the Company as at 31st March 2017 was 9(Nine)

The ratio of remuneration of Median Employee to that of the Whole time Director is 1:2as at 31st March 2017. No other Directors get any remuneration from the Company except theBoard sitting fees which is Rs 2000 per meeting.

There was no increase in the salary of the Whole time Director and Company Secretary orany employees during the year under review.

Related Party Transactions:

The Board has adopted a Related Party Transaction Policy for the Company at its meetingheld on 29th January 2015.

However during the financial year 2016-17 there is no materially significant relatedparty transaction made by the company with Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict with interest of the company atlarge.

Energy Technology and Foreign Exchange Earning and Outgo

The nature of the Company s business does not require involving any type of energyconsumption or adaptation of any technology.

The particulars required to be furnished under Rule 8 of the Companies (Accounts)Rules 2014:

(i) Part A and B pertaining to conservation of energy and technology absorption are notapplicable to the Company.

(ii) Foreign Exchange earnings and outgo are as under: Earnings : `. 112.08Lakhs Outgo : `. 2.38 Lakhs

Vigil Mechanism / Whistle Blower Policy:

The Board has adopted a Whistle Blower Policy for the Company at its meeting held on29th January 2015.

This policy is formulated to provide opportunity to all the employees to access in goodfaith to the Audit Committee of the Company in case they observe any unethical andimproper practice or behaviour or wrongful conduct in the Company and to prohibitmanagerial personnel from taking adverse personnel action against such employee.


Though the Company s operations are not inherently polluting in nature the Companycontinues to take adequate precautions to comply with all regulatory measures in thisregard at all the educational premises and sites so that no harm would cause to thesociety and the nature at a large.

Declaration on compliance with code of conducts

The Board has formulated a Code of Conducts for the Board Members and Senior Managementof the Company which has been posted on the website of the Company.

It is hereby affirmed that all the Directors and Senior Management Personnel havecomplied with the Code and a confirmation to that effect has been obtained from theDirectors and the Senior Management.

Prevention of Insider Trading:

The Company already had a structured Code of Conduct for Prevention of Insider TradingPolicy since long back with a view to regulate trading in securities by the Directors anddesignated employees of the Company. The Code has been further streamlined to keep paritywith the new Companies Act 2013.

The Code requires pre-clearance for dealing in the Company s shares and prohibits thepurchase or sale of Company s shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Directors and the designated employees who hold anyshares in the Company have confirmed compliance with the Code.

Secretarial Audit:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ms. Ekta Goswami partner of Ekta Goswami Associates Practicing CompanySecretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditreport is annexed herewith as Annexure B .

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure A .

Business Risk Management:

Pursuant to section 134 (3) (n) of the Companies Act 2013 the company has adopted aRisk Management Policy. The Board identified some risks that may affect the business ofyour Company and segregated them in various categories. Based upon such categorizationBoard has directed the Management to adopt and follow certain preventive steps.

Board reviews the risks periodically.

Compliance Certificate

A Certificate from the Statutory Auditors of the Company regarding compliance ofconditions of Corporate Governance as stipulated under Schedule (V) (E ) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is attached to thisReport.


Your Directors would like to express their sincere appreciation of the co-operation andassistance received from shareholders customers vendors bankers and other businessconstituents for their support during the year under review. Your Directors also wish toplace on records their deep sense of appreciation for the commitment displayed by allemployees during the year.

On Behalf of the Board of Directors

Place: Kolkata Prashant Jhawar Vinay Kumar Gupta
Date: 26thMay 2017 Chairman Whole-time Director