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Usha Martin Education & Solutions Ltd.

BSE: 532398 Sector: Services
NSE: UMESLTD ISIN Code: INE240C01028
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NSE 05:30 | 01 Jan Usha Martin Education & Solutions Ltd
OPEN 6.66
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VOLUME 1788
52-Week high 8.25
52-Week low 2.77
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Mkt Cap.(Rs cr) 18
Buy Price 0.00
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Sell Price 0.00
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OPEN 6.66
CLOSE 6.66
VOLUME 1788
52-Week high 8.25
52-Week low 2.77
P/E
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

TO THE MEMBERS

Your Directors have pleasure in presenting the 24th Annual Report together with theAudited Statement of Accounts of the Company for the financial year ended 31st March2021.

Financial Results

Standalone

Consolidated
Particulars Year ended 31.3.2021 Year ended 31.3.2020 Year ended 31.3.2021 Year ended 31.3.2020
Gross Income 67.12 77.67 71.62 83.09
Gross Profit/(loss) before Finance 20.19 22.16 20.97 24.42
Cost and Depreciation
Less: Finance Cost 16.92 15.14 16.93 15.16
Less: Depreciation 1.32 2.75 1.32 2.75
Profit/(loss) before exceptional items and tax 1.95 4.27 2.72 6.51
Less : Exceptional Items - - - -
Profit/(loss) Before Tax 1.95 4.27 2.72 6.51
Less: Provision for Tax(net) - -- 0.20 0.59
Profit/(loss) After Tax 1.95 4.27 2.52 5.92
Transfer to Reserves and Surplus 1.95 4.27 2.52 5.92

Financial Review

During the Financial Year ended 31st March 2021 your company recorded standalonerevenue of Rs. 67.12 Lakhs commensurate with its present business activities.Consolidated revenue for the current financial year is Rs. 71.62 Lakhs.

Dividend

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 2021 stands at Rs. 1084 Lakhsafter making the appropriations indicated above.

Subsidiary

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. Usha Martin EducationPrivate Limited) and other detailed information will be made available to the membersseeking such information at any point of time. The annual accounts of the subsidiarycompany will also be available for inspection at the Registered Office of the Company aswell as at the Registered Office of the 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 social cause as far as possible.

Directors

With great sorrow we inform you about the sad untimely demise of our IndependentDirector Mr. Arun Kumar Ladha on 15th February 2021. The Board places on record greatappreciation for him during his tenure.

Due to the demise of Mr.Ladha one of the positions of Independent Director of theCompany fall vacant. Due to the sudden surge of covid pandemic it was not possible to fillup the vacancy by 31st March 2021 but subsequently Mr.Anil Kumar Modi was appointed as theIndependent Director of the Company with effect from 29th June 2021. However Mr.Modi'sappointment is subject to approval by the shareholders at the ensuing Annual GeneralMeeting. Accordingly a resolution has been put in the notice of the forthcoming 24th AGMto be adopted by the shareholders at the meeting.

Mr. Anil Kumar Modi a commerce graduate from the University of Calcutta is havingmore than 30 years of experience in the field of finance and accounts. The Board thoughtit fit that at the present scenario of the Company his expertise would help the

Company for financial planning.

The appointment of the Whole-time Director Mr. Vinay Kumar Gupta was due to expirewith effect from 4th July 2021. The Board considered the matter for his re-appointment.All the Board members were very much satisfied with the performance of Mr. Gupta duringhis tenure of Whole-time Directorship and hence the Chairman recommended for hisre-appointment for another period of 3 years i.eupto 3rd July 2024. Accordingly aresolution giving effect to the re-appointment of Mr. Gupta is placed at the Notice of the24th AGM for consideration and adoption by the shareholders.

None of the Directors are disqualified under Section 149 of Companies Act 2013. Asrequired by law this 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 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 of itself 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 in its first Board Meeting held afterthe end of Financial Year 2020-21. The evaluation also included personal evaluation ofindividual Directors. The Directors provided their opinion and feedback on thequestionnaire on secret ballot. The Board noted the outcome of the evaluation and expectsbetter governance in the Board'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 and 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 2020-21 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 2021.

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 2021the 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 2021 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) TheDirectors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

Auditors

M/s G Basu & Co. Chartered Accountant were appointed as the statutory auditors ofthe Company for a term upto the 23rd Annual General Meeting of the Company i.e upto theyear 2020.

Keeping in view their performance and the guidance provided by them the Board ofDirectors thought it prudent to re-appoint them for another terms of 5 years which was inaccordance with the provisions of Companies Act 2013. Accordingly the members of theCompany at the 23rd Annual General Meeting of the Company held on 21st September 2020had re-appointed M/s G Basu & Co. for a further term of 5 years upto the conclusion ofthe Annual General Meeting to be held in 2025.

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 ratio of remuneration of Median Employee tothat of the Whole time Director is 1.34:1 as at 31st March 2021. No other Directors getany remuneration from the Company except the Board sitting fees which is Rs 2000 permeeting.

There was no increase in the salary of the Whole time Director and a nominal increasein the salaries of the employees of the Company.

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 2020-21 there is nomaterially significant related party transaction made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest 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 : Rs. 58.95 Lakhs Outgo : NIL

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.

Environment

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 conduct

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 and the newly enacted SEBI (Prohibition of InsiderTrading) Amendment Regulation 2019.

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 Mr. PrateekKohli Partner of M/s PrateekKohli& Associates. PracticingCompany Secretaries to undertake the Secretarial Audit of the Company. The SecretarialAudit report is annexed herewith as "Annexure B".

According to Regulation 24A of the SEBI (Listing Obligations and DisclosuresRequirement) Regulations 2015 a Secretarial Audit Report of the Subsidiary Company isrequired to annexed with the Directors' Report. Accordingly a Secretarial Audit Report ofthe wholly owned subsidiary of the Company viz. Usha Martin Education Private Limited isattached herewith as "Annexure C".

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.

Acknowledgements

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.

AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To

The Members of USHA MARTIN EDUCATION & SOLUTIONS LIMITED

We have examined the compliance of conditions of Corporate Governance by Usha MartinEducation & Solutions Limited ("the Company") for the year ended 31stMarch 2021 as stipulated in Regulations 17 to 27 and Clauses (b) to (i) of Regulation46(2) and para C D and E of Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (the Listing Regulations) The compliance of conditions ofCorporate Governance is the responsibility of the management. Our examination was limitedto procedures and implementation thereof adopted by the Company for ensuring thecompliance of the conditions of the Corporate Governance. It is neither an audit nor anexpression of opinion of the financial statements of the company. We conducted ourexamination in accordance with the guidance note on Reports & Certificates for SpecialPurposes (Revised 2016) issued by Institute of Chartered Accountants of India. TheGuidance Note requires that we comply with the ethical requirements of the Code of Ethicsissued by the Institute of Chartered Accountants of India. We have complied with therelevant applicable requirements of the Standard on Quality Control (SQC) Quality controlfor firms that perform audits and Reviews of Historical Financial Statements and OtherAssurance and Related Services Engagements.

In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the above-mentioned Listing Obligations and DisclosureRequirements as applicable.

We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the managementhas conducted the affairs of the Company.

CEO & CFO Certification[Regulation 17(8)]

CEO/CFO Certification specified in Part B of Schedule II of SEBI (Listing Obligationsand To Disclosure Requirements) Regulations 2015.

The Board of Directors

Usha Martin Education & Solutions Limited

In pursuance to Part B of Schedule II of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 with various Stock Exchanges I hereby certify as underwith regard to the Annual Audited Accounts of the Company for the financial year ended31st March 2021 including the Schedules and notes forming part thereof as well as theCash Flow Statement for the financial year ended as on that date: a. That the financialstatements and the cash flow statement for the year have been reviewed and that to thebest of my knowledge and belief :

i. these statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading;

ii. these statements together present a true and fair view of the company s affairs andare in compliance with existing accounting standards applicable laws and regulations.

b. That there are to the best of my knowledge and belief no transactions entered intoby the company during the year which is fraudulent illegal or violative of the company scode of conduct.

c. That I accept responsibility for establishing and maintaining internal controls forfinancial reporting and that I have evaluated the effectiveness of internal controlsystems of the company pertaining to financial reporting and they have disclosed to theauditors and the Audit Committee deficiencies in the design or operation of such internalcontrols if any of which I am aware of and the steps I have taken or propose to take torectify these deficiencies.

d. That I have indicated to the auditors and the Audit committee :

i. significant changes in internal control over financial reporting during the year;

ii. significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and iii.instances of significantfraud of which they have become aware and the involvement therein if any of themanagement or an employee having a significant role in the company s internal controlsystem over financial reporting.

Date: 29th June 2021 Vinay Kumar Gupta Indrajit Bandyopadhyay
Place: Kolkata Whole-time Director Chief Financial Officer

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