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Usha Martin Education & Solutions Ltd.

BSE: 532398 Sector: Services
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OPEN 1.89
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52-Week low 1.64
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.89
Sell Qty 35083.00
OPEN 1.89
CLOSE 1.98
52-Week high 3.69
52-Week low 1.64
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.89
Sell Qty 35083.00

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

Company director report


Your Directors have pleasure in presenting the 19th Annual Report togetherwith the Audited Statement of Accounts of the Company for the financial year ended 31stMarch 2016.

Financial Results



Particulars Year ended 31.3.2016 Year ended 31.3.2015 Year ended 31.3.2016 Year ended 31.3.2015
Gross Income 139.68 350.16 156.16 367.36
Gross Profit/(loss) before Finance (237.04) (96.80) (234.64) (95.43)
Cost and Depreciation
Less: Finance Cost 29.63 21.25 29.63 21.25
Less: Depreciation 23.98 29.29 23.98 29.29
Profit/(loss) for the year (290.65) (147.34) (288.25) (145.97)
Less Provision for Tax (Net) - --- 0.72 0.44
Profit/(loss) After Tax (290.65) (147.34) (288.97) (146.41)
Transfer to Reserves and Surplus (290.65) (147.34) (288.97) (146.41)

Financial Review

During the Financial Year ended 31st March 2016 your company recordedstandalone revenue of 139.68 Lakhs considerably lower as compared to the previousfinancial year.Consolidated revenue for the current financial year is '. 156.16 Lakhswhich 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 2016 stands at '.1387.59 Lakhs after making the appropriations indicated above.


The wholly owned subsidiary of your Company UMEPL is continuing to own its' UshaMartin School Brands and earning license fees by licensing the said brands to variousUsha Martin Schools.

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 January2011. 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 are given in the notes to the financialstatements.

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 itmore dynamic.

• Preparation of annual budget for targets for business growth which iscontinuously monitored 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 there was no change in the Directorship status of theCompany. However in the subsequent period during the 1st half of 2016-17significant changes took place in the Board.

Mr. Debjit Bhattacharya the erstwhile Whole Time Director of the Company expressedhis inability to continue as the Whole time Director due to his other pressingcommitments. However he has agreed to continue in the Board as a Non-Executive membershowing his commitment and goodwill towards the Company.

Board with great reluctance accepted his resignation as the Whole time Director. Boardplaced their huge appreciation for the contributions made by Shri Bhattacharya during histenure as the Whole Time Director and wished him all the success in his future endeavour.However Board also welcomed Shri Bhattacharya's good gesture to continue as aNon-Executive Director and recommend his appointment.

Shri Vinay Kumar Gupta is an Associate Member of Institute of the Chartered Accountantsof India with more than 13 years of experience. He has vast experience of working invarious industry verticals. Prior to joining the Company he has served prestigiouscompanies like Century Plyboards (India) Limited Hiland Group etc. .

He is associated with this Company for the past 6 years. With effect from January 2015he was the Chief Financia l Officer of the Company. He has an extensive knowledge aboutthe Company and it's working from all perspective.

Upon resignation of Shri Debjit Bhattacharya from the position of Whole Time DirectorBoard thinks that Shri Vinay Kumar Gupta is the fittest person to be appointed as theWhole time Director and hence recommend the appointment.

Accordingly suitable resolutions were put in the Notice of the Annual General Meetingto give effect to the appointments. None of the Directors are disqualified under Section149 of Companies Act 2013. As required by law this position is also reflected in theAuditors' Report.

Subsequent to the appointment of Shri Vinay Kumar Gupta as the Whole Time Director ofthe Company Shri Indrajit Bandyopadhyay has been appointed as the Chief Financial Officerby the Board at its meeting held on 28th June 2016. Shri Bandyopadyay isassociated with the Company for past several years in various position. He was the Dean ofUsha Martin Academy Kolkata. Presently he is the Head-Operation of the Company. He isholding his qualification in finance sector. He has sound knowledge in accounts and otherstatutory compliances.

• Declaration of Independence

The Independent Directors have submitted their declaration of Independence as per theCompanies Act 2013 and Regulation 25 of the Listing Agreement 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 ofitself alongwith all its committees and all the Directors individually.

According to the policy a comprehensive evaluation was done to assess the Board'sperformance as well as working of all its committees as well as working of all itscommittees in its first Board Meeting held after the end of Financial Year 2015-16. Theevaluation also included personal evaluation of individual Directors. The Directorsprovided 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 has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andtheir remuneration.

• Meetings:

Details of the various meetings held during the financial year 2015-16 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 Listing Agreement for the year ended 31stMarch 2016.

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 2016the 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 financial year ended 31stMarch 2016 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 provisions ofall applicable laws and that such system were adequate and operating effectively.


M/s S. Swarup & Co. Chartered Accountants have been appointed as the StatutoryAuditors of the Company for a period of 2 years with effect from the conclusion of the 18thAnnual General Meeting of the Company held on 5th August 2015 upto theconclusion of the 20th Annual General Meeting for the Company to be held in theyear 2017.

A resolution ratifying their appointment has been placed at the notice of theforthcoming Annual General Meeting.

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.

In addition to a core group of experienced professionals who have remained with theorganization for years fresh professionals in various disciplines were also inducted. Forenhancement of professional capabilities employees were exposed to various trainingprogram both in-house as well as by reputed training institutions.

The ratio of remuneration of Median Employee to that of the Whole time Director is at 31st March 2016. No other Directors get any remuneration from theCompany except the Board sitting fees which is Rs 2000 per meeting.

The average increase in salary of all the employees was 5% whereas there was noincrease in the salary of the Whole time Director and Company Secretary.

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 2015-16 there isno materially significant related party transaction made by the company with PromotersKey Managerial Personnel or other designated persons which may have potential conflictwith interest of the company at large.

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 : 84.78 Lakhs

Outgo : '. 2.22 Lakhs

Vigil Mechanism / Whistle Blower Policy:

The Board has adopted a Whistle Blower Policy for the Company at its meeting held on 29thJanuary 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 Shri Arani Guha Partner of K. Arun & Co. Practicing Company Secretaries toundertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith 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 Obligation and Disclosures Requirement) Act 2015 is attached to this Report.


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.

Place: Kolkata
Date: 4th July 2016 On behalf of the Board of Directors
Prashant Jhawar Debjit Bhattacharya
Chairman Whole-time Director