2. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
2
Chairman
Shri Prashant Jhawar
Vice-Chairman
Shri Rajeev Jhawar
Directors
Sir Stephen Harry Waley Cohen Bt.
Shri Subrata Kumar Mitra
Shri Rameshwar Pal Agrawal
Shri Shiva Kumar Barasia
Shri Trivikram Khaitan
Shri Rahul Choudhary
Shri Debjit Bhattacharya - Whole-time Director
Company Secretary
Dr. R. N. Chakraborty
Bankers
IDBI Bank Ltd.
The Hongkong & Shanghai Banking Corp Ltd
IndusInd Bank Ltd
Axis Bank Ltd.
Auditors
S. Swarup & Co.
21, Hemanta Basu Sarani, 3rd Floor,
Room No. 303, Kolkata - 700 001
Registered Office
PS Srijan Techpark, 5th Floor, DN - 52,
Sector-V, Salt Lake City, Kolkata - 700 091
Tel.: +91 33 4013 4700, Fax: +91 33 4013 4800
Website : www.umesl.co.in
E-mail : ranendranath.chakraborty@umesl.co.in
Registrar and Transfer Agent
MCS Limited
77/2A, Hazra Road, Kolkata – 700 029
Ph. : 033 2454 1892-93, Fax : 033 2454-1961
E-mail : mcskol@rediffmail.com
Website : www.mcsdel.com
CORPORATE INFORMATION
3. 3
ANNUAL REPORT 12-13
NOTICE is hereby given that the 16th
Annual General Meeting of the members of Usha Martin Education & Solutions Limited will
be held on Thursday, the 1st
of August, 2013 at 2.30P.M. at ”Shripati Singhania Hall”, Rotary Sadan, 94/2, Jawaharlal Nehru
Road, Kolkata - 700 020 to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance Sheet as at 31st
March, 2013, Statement of Profit & Loss for the year
ended on that date and the Report of the Directors and Auditors thereon.
2. To appoint a director in place of Shri Prashant Jhawar, who retires by rotation and being eligible offers himself for
reappointment.
3. To appoint a director in place of Shri Rahul Choudhary, who retires by rotation and being eligible offers himself for
reappointment.
4. To appoint a director in place of Shri Subrata Kumar Mitra, who retires by rotation and being eligible offers himself for
reappointment.
5. To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Section 224 and other applicable provisions, if any, of the Companies Act, 1956 and
Article 146 of the Articles of Association of the Company, M/s. S.Swarup & Co., Chartered Accountants, be and are
hereby reappointed as the Auditors of the Company to hold office until the conclusion of the next Annual General
Meeting and that their remuneration for the said period be determined by the Board of Directors.”
SPECIAL BUSINESS
6. To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Section 198, 269, 309, 310, 311 read with Schedule XIII and other applicable provisions,
if any, of the Companies Act, 1956, and in terms of Article 114 of Articles of Association of the Company, and all other
applicable guidelines for managerial remuneration issued by the Central Government from time to time, the Company
hereby ratifies the reappointment of Shri Debjit Bhattacharya as the Whole-Time Director of the Company for another
period of two years with effect from 1st
March, 2013 upon the terms and conditions embodied in the Agreement placed,
which agreement is hereby sanctioned with the liberty to the Board of Directors (which term shall be deemed to include
the Committee, if any, constituted by the Board of Directors from time to time) to alter and vary, subject to necessary
approvals as may be required from time to time, the terms and conditions of the said reappointment and/or Agreement
in such manner as may be agreed to between the Board of Directors and Shri Debjit Bhattacharya.”
“RESOLVED FURTHER THAT Dr. R N Chakraborty, Company Secretary of the Company be and is hereby authorised to
take all necessary, expedient and effective steps and execute all documents and writings as the case may be for the
implementation of the above reappointment and to do all such acts, deeds, matters and things as he may deem fit and
proper for giving effect to the above.”
NOTICE TO THE MEMBERS
By Order of the Board of Directors
Sd/-
Dr. R.N. Chakraborty
Company Secretary
Registered Office :
PS Srijan Techpark, 5th Floor,
DN - 52, Sector-V, Salt Lake City,
Kolkata - 700 091
Dated : 7th May, 2013
4. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
4
Notes:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE MEETING) IS ENTITLED TO
APPOINT A PROXY AND, IN CASE OF A POLL, VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A
MEMBER OF THE COMPANY.
2. Proxy form in order to be effective, must be duly stamped, executed and reach the Registered Office of the Company not
later than 48 hours before the time of commencement of the Meeting.
3. Corporate Members are requested to send to the Registered Office of the Company a duly certified copy of the board
resolution, pursuant to Section 187 of the Companies Act, 1956, authorizing their representative to attend and vote at the
Meeting.
4. Members / proxy holders are requested to bring their attendance slip duly signed so as to avoid inconvenience.
5. As per the provisions of the Companies Act, 1956, facility for making nomination is now available to the shareholders
in respect of the shares held by them. Nomination forms can be obtained from the Registered Office and/or Registrar
and Share Transfer Agent of the Company.
6. The related Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956 is annexed and form part of
this notice.
7. The Register of Members and the Share Transfer Book of the Company will remain closed from 25th
July 2013 to 1st
August
2013 (both days inclusive).
8. Members are requested to intimate to the Company queries, if any, on the Accounts at least 10 days before the meeting
to enable the management to keep the required information available at the meeting.
9. Members holding shares in physical form are requested to advise any change in their registered address, transfer of
equity shares and allied matters to the Company’s Registrar and Transfer Agent, MCS Limited, quoting their folio number.
Members holding shares in electronic form must send the advice about change in their registered address or bank
particulars,transfer of equity shares and allied matters to their respective Depository Participant and not to the Company.
10. In all correspondence with the Company or with its Transfer Agent, members are requested to quote their folio number
and in case the shares are held in the dematerialised form, they must quote their Client ID Number and DPID Number.
11. As per the Circular no. 17/2011 dated 21st
April, 2011 issued by Ministry of Corporate Affairs, Members are requested
to register their email address either with the Registrar and Transfer Agents of the Company, i.e., MCS Ltd or with their
Depositories for electronic communication.
12. Equity shares of the Company are under compulsory Demat trading by all investors. Those members, who have not
dematerialised their shares, are advised to dematerialise their shareholding, to avoid inconvenience in future.
13. Members who are holding equity shares in identical order of names in more than one folio are requested to write to the
Company’s Registrar and Transfer Agent, MCS Limited, to enable the Company to consolidate their shareholding in one
folio.
14. All documents referred to in the Notice and Explanatory Statement are open for inspection at the Registered Office of the
Company from 10 AM to 12 Noon on all working days until the date of Meeting or any adjournment(s) thereof.
15. Members are requested to bring their copy of Annual Report to the Meeting.
ANNEXURE TO NOTICE
Explanatory Statements in respect of Special Business pursuant to Section 173 of the Companies Act, 1956
Item No. 6
Shri Debjit Bhattacharya was reappointed as a Whole-time Director at a meeting of the Board of Directors on 29th
January, 2013,
to hold office as such with effect from 1st
March, 2013 for another period of two years subject to the approval of the members
at the ensuing Annual General Meeting of the Company and other necessary approvals, if any.
Shri Debjit Bhattacharya, aged about 46 years, is an Associate Member of Institute of the Cost and Works Accountants of India
with more than 17 years of experience. He has vast experience of working in various industry verticals and has been working in
IT industry for more than 10 years. Prior to joining the Company, he has served Bonsai Network India Pvt. Ltd., Compaq
5. 5
ANNUAL REPORT 12-13
Computer India Pvt. Ltd., Asiatic Oxygen Ltd and Sunderban Fertilizers Ltd. He has sound knowledge in US GAAP, India GAAP,
handling bank and financial institutions and other statutory compliances. He is also a Director on the Board of Usha Martin
Education Private Limited, a subsidiary concern of the Company.
The Board of Directors of your Company is of the opinion that his reappointment would be beneficial to the Company and hence
recommend the resolution at item no. 6 for your approval.
Shri Debjit Bhattacharya is deemed to be interested in the proposed resolution to the extent of his reappointment as a Whole-time
Director. No other Director of the Company is interested in this resolution.
Name of Director Shri Prashant Jhawar Shri Rahul Chaudhary Shri Subrata Kumar
Mitra
Shri Debjit
Bhattacharya
Date of Birth
Date of
Appointment
Qualification
Expertise in specific
functional areas
List of outside
Directorship held
excluding Alternate
Directorship and
Private companies as
on 31st March, 2013
Chairman/Member of
the Committee of the
Board of Directors of
the Company as on
31stMarch,2013
Chairman/Member of
the Committee of the
Board of Directors of
other Companies as on
31stMarch,2013
6th Aprill 1963
4th March, 2000
B.Com, Management
Development in
Wharton Business
School
Management
Usha Martin Ltd.
Usha Breco Realty Ltd.
l Usha Breco Ltd.
Usha Breco Education
Infrastructure Ltd.
KGVK Social
Enterprises Ltd.
KGVK Rural
Enterprise Ltd.
NIL
NIL
31st May, 1972
28th January, 2008
B.Com, FCA, ACS,
AICWA
Accounts, Finance and
Secretarial
NIL
Audit Committee
Remuneration
Committee
NIL
16th January, 1948
3rd March, 2010
MSc, MBA
Structuring project
finances, Strategic
Advising and Asset
management
Hexaware
Technologies Ltd.
SKP Securities Ltd.
Mangal Keshav
Holdings Ltd.
Mangal Keshav
Securities Ltd.
AMR Construction Ltd.
LIC Mutual Fund
AMC Ltd.
Shareholders &
Investors
Grievance
Committee
2nd April, 1967
1st March, 2009
B.Com, AICWA
Accounts, Finance
NIL
NIL
NILAudit Committee of
LIC Mutual Fund
AMC Limited.
The information/details to be provided under Clause 49 of the Equity Listing Agreement on Corporate Governance for the
appointment/reappointement of Directors for the aforesaid directors are as under:
6. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
6
Financial Review
During the Financial Year ended 31st
March 2013, your company recorded standalone revenue of ` 1199.28 Lakhs, which on
a year-on-year comparison decreased by 7.09%. Consolidated revenue for the current financial year is ` 1560.99 Lakhs, which
is a 2.53% decrease over last financial year. Standalone Profit after Tax stood at ` 34.78 Lakhs, which is a drop of approximately
14.15%(Y-o-Y), whereas Consolidated PAT stood at ` 38.95 Lakhs, which is 12.23% decline on Y-o-Y basis. Ratio analysis and
future outlook of the Company has been included in Management Discussion and Analysis section.
Dividend
Your Directors do not recommend any dividend for the current financial year.
Reserve And Surplus
The balance Reserves and Surplus, as at 31st
March, 2013 stands at ` 1881.14 Lakhs after making the appropriations indicated
above.
Subsidiary
As you are aware that, the Company has a wholly-owned Indian subsidiary under the name and style of Usha Martin Education
Private Limited (“UMEPL”).
The said subsidiary is catering to school Education Segment. During the year under review, UMEPL was mainly engaged in
providing school management services to all the schools of Usha Martin School Trust, currently functioning in West Bengal and
Bihar. It also has registered and/or has applied for registration of certain brands, namely, “Usha Martin School” and “Usha
Martin World School”, including all related logos, labels, taglines, styles etc. related to the brands.
DIRECTORS’ REPORT TO THE MEMBERS
Your Directors have pleasure in presenting the 16th
Annual Report, together with the Audited Statement of Accounts of the
Company for the financial year ended 31st
March, 2013.
Financial Results:
( ` in Lakh)
Standalone Consolidated
Particulars Year ended Year ended Year ended Year ended
31.3.2013 31.3.2012 31.3.2013 31.3.2012
Gross Income 1199.28 1290.85 1560.99 1601.50
Gross Profit/(loss) before Finance
Cost and Depreciation 118.14 150.66 131.71 168.65
Less: Finance Cost 11.04 4.99 11.04 12.45
Less: Depreciation 64.08 95.61 72.48 101.47
Profit/(loss) for the year 43.02 50.06 48.20 54.73
Less Provision for Tax (Net) 8.25 9.55 9.25 10.35
Profit/(loss) After Tax 34.78 40.51 38.95 44.38
Profit/ ( loss) brought from Previous Year — — — —
Amount Available for Appropriation 34.78 40.51 38.95 44.38
Dividend — — — —
Transfer (to)/from Reserves and Surplus (34.78) (40.51) (38.95) (44.38)
7. 7
ANNUAL REPORT 12-13
Based on the experience of last three years of operation,UM School Trust has now decided to change its business model from
running affordable low cost school to running high end schools (with air conditioned classrooms, Buses, state of the art
laboratories and extracurricular activities). While reviewing the performance of school management business for last 3 years
(PAT Year 2012-13`4.17 lakhs; PAT Year 2011-12` 3.87 lakhs; PAT Year 2010-11 `2.43 lakhs), the Board of Directors’ of UMEPL
feels that school business management requires considerable upfront capital Investments with returns coming over an extended
period of time and the existing resources available with the Company cannot support such required investments. As such the
management of UMEPL thought it appropriate to change its business model to licensing and consultancy and sell of its school
management business ‘as a going concern’. The sale is proposed to be done to a related party on such consideration as the
Board of Directors of UMEPL may deem appropriate arrived at on the basis of independent valuation undertaken by a firm of
chartered accountants. However UMEPL will continue to own its’ UM School Brands, and continue to earn license fee even after
sale of the existing school management business. Accordingly, suitable steps are being taken for obtaining necessary approval
to give effect to such sale of undertaking.
The Company has obtained exemption from annexing accounts and other documents pertaining to subsidiary, under Section
212(8), through the general approval from Ministry of Corporate Affairs, Government 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 other detailed
information will be made available to the members seeking such information at any point of time. The annual accounts of the
subsidiary company will also be available for inspection at the Registered Office of the Company as well as at the Registered
Office of the subsidiary.
Consolidated Financial Statements
The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiary company, as
approved by its Board of Directors, have been prepared in accordance with the Accounting Standard 21 (AS-21) – Consolidated
Financial Statements as notified under Section 211 (3C) of the Companies Act, 1956 read with Companies (Accounting Standards)
Rules, 2006 as applicable. Further, the Consolidated Financial Statements are also presented in accordance with Clause 41 of
the Listing Agreement entered into with the stock exchanges, where the shares of the company are listed.
Group
Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising ‘group’ as defined under the
Monopolies and Restrictive Trade Practices (‘MRTP’) Act, 1969 are furnished in the Annual Report for the purpose of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, which are as follows:
Usha Martin Ltd., UMIL Share and Stock Broking Services Ltd., Peterhouse Investment Ltd., Usha Martin Ventures Ltd., Usha
Martin Finance Ltd., Prajeev Investments Ltd., Brij Investments Pvt. Ltd., Prashant Investments Ltd., Peterhouse Investments India
Ltd., Kenwyn Overseas Ltd., UCT Properties Pvt. Ltd., Neutral Publishing House Ltd., Redtech Network India Private Limited, Usha
Breco Limited, Usha Breco Realty Limited, Usha Breco Education Infrastructure Limited.
Public Deposit
The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made
there under.
Directors
Shri Prashant Jhawar, Shri Rahul Choudhary and Shri Subrata Kumar Mitra retire by rotation at the ensuing Annual General
Meeting and being eligible, offer themselves for reappointment.
The term of appointment of Shri Debjit Bhattacharya, Whole-time Director, who was reappointed for a period of 2 years with
effect from 1st
March 2011, came to an end on 28th
February 2013. The Board, considering the expertise and experience of Shri
Bhattacharya and his contribution towards the overall growth of the Company, observe that it would be best in the interest of the
Company to reappoint Shri Bhattacharya for a further period of 2 years with effect from 1st
March 2013. Hence a resolution is
placed at the Notice of the Annual General Meeting for the re-appointment of Shri Bhattacharya, as a Whole-time Director of the
Company for a further period of 2 years, subject to compliance with all regulatory requirements, for the kind consideration of the
shareholders.
8. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
8
None of the Directors are disqualified under Section 274 (1) (g) of the Companies Act, 1956. As required by law, this position
is also reflected in the Auditors’ Report.
Corporate Governance
Your Company recognizes the importance of good Corporate Governance in building stakeholders’ confidence, improving
investor protection and enhancing long-term enterprise value. A detailed report on Corporate Governance is annexed.
Management Discussion and Analysis
As provided in Clause 49 of the Listing Agreement with the Stock Exchanges, where the shares of your Company are listed, a
management discussion and analysis on the operations and financial position of the Company is provided in a separate
section.
CEO / CFO Certification
The Chairman and Whole-time Director of the Company have submitted a certificate to the Board as required under Clause 49
of the Listing Agreement for the year ended 31st March 2013.
Directors’ Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors confirm:
(i) That in preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and
estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the financial 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 of adequate accounting records in accordance
with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2013 on a ‘going concern’ basis.
Auditors
M/s S. Swarup & Co., Chartered Accountants, have communicated their willingness to act as the auditors of the Company
subject to necessary approval at the forthcoming Annual General Meeting under Section 224 (1B) of the Companies Act, 1956
and the Board recommended their appointment.
Human Resources
Company considers its employees as its greatest source of strength and continuously focuses on their development. Experienced
personnel having technical qualification related to the area of work of your Company have been inducted to strengthen the
project team. Employee relations remained satisfactory throughout and the Board would like to record its appreciation for the
employees of the Company for their whole hearted cooperation, unstinted support and dedication at all levels in maintaining
smooth and harmonious industrial relations.
In addition to a core group of experienced professionals who have remained with the organization for years, fresh professionals
in various disciplines were also inducted. For enhancement of professional capabilities, employees were exposed to various
training program both in-house as well as by reputed training institutions.
The particulars required to be furnished under provisions of Section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, are not applicable to the Company, as none of the employees of your
Company draws a salary above the limit as specified in the said Rule.
Energy, Technology and Foreign Exchange Earning and Outgo
The nature of the Company’s business does not require to involve any type of energy consumption or adaptation of any
technology.
9. 9
ANNUAL REPORT 12-13
The particulars required to be furnished under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:
(i) Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company.
(ii) Foreign Exchange earnings and outgo are as under:
Earnings : ` 105.35 Lakhs
Outgo : ` 9.38 Lakhs
Environment
Though the Company’s operations are not inherently polluting in nature, the Company continues to take adequate precautions
to comply with all regulatory measures in this regard at all the educational premises and sites, so that no harm would cause to
the society 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 Management of the Company, which has
been posted on the website of the Company.
It is hereby affirmed that all the Directors and Senior Management Personnel have complied with the Code and a confirmation
to that effect has been obtained from the Directors and the Senior Management.
Compliance Certificate
A Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement is attached to this Report.
Acknowledgements
Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders,
customers, vendors, bankers, and other business constituents for their support during the year under review. Your Directors also
wish to place on records their deep sense of appreciation for the commitment displayed by all employees during the year.
Place : Kolkata
Dated : May 7, 2013
Prashant Jhawar
Debjit Bhattacharya
Chairman
Whole-time Director
On behalf of the Board of Directors
10. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
10
Industry Overview:
[Sources: Ministry of Human Resource Development: www.education.nic.in; Company internal research; Industry research reports by various agencies
like CARE, Salvus Capital etc]
Education is the key to unlocking and building lasting value in a robust economy. For any country to grow and prosper, a well-
positioned educated population is the fundamental requirement to meet the demands of an increasingly global economy and
productive value creation. India has amongst the largest student population in the world and a low literacy level of 74.04%
(2011). According to census 2011 figures, over 35.3% of the 1.21 billion people are between the age group 0-14 years.
Additionally, there is shortage of employable manpower in various industry segments. In order to meet this existing and
emergent demand, there is huge need of investments in the Indian education sector. Currently, education is primarily handled by
the government through its infrastructure and budget outlays. But given the small budget outlays and complex regulatory
structure, supply of equal education to all sectors is lagging far behind the demand of education.
The country’s literacy rate has improved from 64.8% during 2001 to 74% as per the Census 2011. With the growing penetration
of educational segments such as Pre-school, Information & Communication Technology (ICT) in schools etc, the market size of the
Indian Education industry aggregated ` 3.46 lakh crore during FY12. Importantly, over the years, the role of private sector in
education has increased with the setting-up of institutes. Even, the Government has emphasised on Public Private Partnership
(PPP) in education so as to expand the reach and provide quality education to students in small towns & villages. This presents
a vast opportunity for private players in the education sector.
Company Outlook & Strategy
In continuation of its endeavor in becoming one of the most prominent quality service provider to the education sector of India,
your Company has increased its emphasis on supporting setting up the Usha Martin University at Jharkhand, at the earliest.
As you are aware that the Company’s strategy for growth of training centers using infrastructure partner model has been
successful over the year and hence the Company wishes to focus on increasing profitability at all its partner and owned centers.
Your Company is also exploring the possibilities of entering into online education segment which is expected to grow at a rapid
pace.
Business Review
Learning Business Segment
As was depicted in the Business review in the earlier years, the Company has shifted its major focus on the undergraduate
courses.During the current year under review, your Company has successfully trained and provided placement assistance
to over 80% of the under-graduate students enrolled in its various study centers.
However, due to comparative higher cost of delivery for undergraduate courses, margins have declined.
MANAGEMENT DISCUSSION AND ANALYSIS
The downward trend in the Indian Economy continued further during the year under review resulting in reduced employment
ratio. The impact is obviously more on the students having higher technical and management education. Following this trend the
in-take of post graduate students has been further lowered this year. The emphasis on undergraduate courses has been strengthened
with a focus to make this our primary business.
On a Y-o-Y basis, Revenues decreased by 7.09.% whereas Profit after-tax fell by 14.15%. Several key ratios are mentioned below:
Particulars Year ended Year ended
31.3.2013 31.3.2012
Profitability Ratio: ( % ) ( % )
EBITDA/ Net Sales 10 12
PBT/ Sales 4 4
PAT/ Sales 3 3
*Based on Standalone figures.
11. 11
The wholly owned subsidiary of your Company, Usha Martin Education Private Limited (“UMEPL”) is engaged in providing
allied services to the schools originally set up under a trust by the name ‘Usha Martin School’ and currently functioning at
various locations of West Bengal and Bihar. UMEPL also registered and/or applied for registration of brand names under its
umbrella for using those in school related services. However, as was stated in the Directors’ Report, UMEPL has decided to sell
its business to another company, only retaining the brands registered and/or applied for registration in its name.
Opportunities and threats
Indian Government’s positive thrust on education, allocation of higher budgetary amount for the education sector and increased
focus on capacity building presents a unique opportunity for growth of education business. Since majority of the Indian States
are still not properly equipped to provide sufficient higher education to all the prospective students of the country, there is an
opportunity for the private sector to act as a major catalyst in the system.
However, at the same time the global recessionary situation reduces the employment opportunity throughout the World. This
trend is expected to continue for some times in the future also. A major aspect of higher education is the ability to be employment
ready at the earliest. Hence there is always a chance factor in growth of the business of your Company which is majorly
dependent on employment scenario.
Further there are normal risk factors of the Governmental policies which pose a deterrent to entry of private players in education
business.
Adequacy of Internal Controls
Company is equipped with a proper and adequate system of internal controls for maintaining proper accounting cost control
and efficiency in operation. Company has developed documented procedures and various methods as follows :-
Proper delegation of power to de-centralised the whole operation for making it more dynamic.
Preparation of annual budget for targets for business growth which is continuously monitored throughout the year.
Financial control and approval based on budget allocation.
The Company also has adequate system to ensure that all of its assets are safeguarded and protected against loss from
unauthorized use or disposition, and transactions are authorized, recorded, and reported correctly. The internal control system
is supplemented by internal audits, review by management, documented policies and procedures.
Human Resources
Human Resource continue to play the key role in the growth and development of your Organization. With the diversification of
business it has inducted experienced senior level as well as middle level management professionals, useful for this sector. The
Company, as usual, has maintained cordial relation amongst the employees.
The Board of Directors expresses its deep appreciation for sincere efforts made by the employees of your Company at all levels
for the development of its business during the year and their co-operation in maintaining cordial relations.
Cautionary Statements
This document includes certain forward-looking statements. These statements are based on management’s current expectations
or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed
or implied by the statements herein due to changes in economic, business, competitive, technological and/or regulatory factors.
The Company is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking
statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance
on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial
statements included herein and the notes thereto.
Place : Kolkata
Dated : May 7, 2013
Prashant Jhawar
Debjit Bhattacharya
Chairman
Whole-time Director
On behalf of the Board of Directors
ANNUAL REPORT 12-13
12. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
12
Name Designation
No. of
Equity
Shares
held
No. of outside
Committee position
held #
No. of
Outside
Directorship
held @
Shri. Prashant Jhawar Chairman/Non-Executive 6 _ _ 134,220
Shri. Rajeev Jhawar Vice-Chairman /Non-Executive 7 1 _ 36,957
Sir Stephen Harry Waley Cohen Bt. Non-Executive / Independent _ _ _ _
Shri. Subrata Kumar Mitra Non-Executive/ Independent 6 2 1 _
Shri. Rameshwar Pal Agrawal Non-Executive/ Independent _ _ _ _
Shri. Shiva Kumar Barasia Non-Executive 3 2 _ _
Shri. Trivikram Khaitan Non-Executive/ Independent _ _ _ _
Shri. Rahul Choudhary Non-Executive / Independent _ _ _ _
Shri. Debjit Bhattacharya Whole-time Director/ Executive _ _ _ 16,000
Member Chairman
Directors Number
Non-Executive Three
Non-Executive /Independent Five
Executive One
Summary of Composition of the Board of Directors
@Excluding foreign companies, private companies and companies under Section 25 of the Companies Act, 1956.
# Chairmanship and membership of Audit Committee and Shareholder’s Grievance Committee is only considered.
Composition of the Board of Directors and their shareholding as on 31st March, 2013
REPORT ON CORPORATE GOVERNANCE
A BRIEF STATEMENT ON COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE
Your Company continues to focus on good Corporate Governance with emphasis on its further betterment on a continuous
basis. Corporate Governance is an integral part of Management. Any practical Corporate Governance Policy must provide
empowerment of the Management to meet their obligations to the stakeholders at all level together with a check on the
Management to ensure that the power vested on them are used with utmost care and responsibilities and not misused. Your
Company’s Management believes in attainment of excellence, growth and value creation and in pursuit of that it continuously
endevours to leverage resources to transform opportunities into reality as much as possible.
I. BOARD OF DIRECTORS
Composition
The total strength of your Board of Directors is nine members consisting of one Non–Executive Chairman, seven Non-Executive
Directors and one Executive Director. The Board comprised of five independent directors out of total nine members.
None of the Directors on the Board is a Member of more than ten Committees or a Chairman of more than five Committees (as
specified under Clause 49(I)(C) (ii) of the Equity Listing Agreement), across all the companies in which he is a Director. All the
Directors have furnished a notice of disclosure of interest as specified under Section 299(1) of the Companies Act, 1956. The
Company maintains Register of Contracts and details of companies and firms in which Directors are interested as provided
under Section 301 (1) of the said Act.
Meeting of the Board of Directors
The dates of the Board Meeting are fixed in advance and accordingly intimation is sent to the Board Members. Senior officials
are also invited to attend the meetings to provide clarification as and when required.
During the year under review, 4 (four) Board Meetings were held on 9th
May, 2012, 2nd
August, 2012, 8th
November, 2012 and
29th
January, 2013
13. 13
* Sir Stephen Harry Waley Cohen Bt. attended 1 (one) meeting personally and 2 (two) meetings through Telephonic conference.
Functioning and responsibilities of Board of Directors
The Board of Directors plays the primary role in ensuring good corporate governance and functioning of the Company. All
statutory and other significant and material information including information mentioned in Annexure IA of the Equity Listing
Agreement is placed before the Board to enable it to discharge its responsibilities of strategic supervision of the Company as
trustees of the members. The Company has an effective post-meeting follow-up mechanism in place. Action Taken Report on
decisions taken at previous meetings of the Board is reviewed at the subsequent meeting of the Board.
Compliance with Laws
Pursuant to Clause 49 of the Equity Listing Agreement, the Board periodically reviews compliance report on all laws applicable
to the Company, as prepared by the Company. There has been no non-compliance in this respect.
Code of Conduct
The Company maintain a well define Code of Conduct for Board Members and Senior Executive of the Management, and the
same has been circulated to all concerned and is also hosted on the website of the Company. As per clause 49 of the Equity
Listing Agreement, the Board Members and Senior Executives of the Management have given their declarations confirming
compliance of the provisions of the above Code of Conduct.
II. AUDIT COMMITTEE
Constitution of Audit Committee
The Audit Committee has been constituted in line with the provisions of Clause 49(II) of the Equity Listing Agreement and also
meets the requirement of Section 292A of the Companies Act, 1956. The members of the Committee are financial experts.
The members of Audit Committee as on 31st March 2013 are as follows:
Shri Rahul Choudhary Chairman/Non-executive/Independent
Shri Shiva Kumar Barasia Member /Non-executive
Shri Trivikram Khaitan Member/Non-executive/Independent
Name Designation
The Company Secretary acts as the Secretary to the Committee.
ANNUAL REPORT 12-13
Shri Rahul Choudhary 3
Shri Shiva Kumar Barasia 4
Shri Trivikram Khaitan 4
Director Audit Committee Meetings attended
Meeting of the Audit Committee
The dates of the Audit Committee Meeting are fixed in advance and accordingly intimation is sent to the Audit Committee
Members. During the year under review, 4 (four) Audit Committee Meetings were held on 9th
May, 2012, 1st
August 2012, 8th
November, 2012 and 29th
January, 2013.
The Chairman of the Audit Committee has attended the last Annual General Meeting held on 1st
August, 2012.
Attendance of the Directors at the Meeting of the Board and at the last AGM
Director Attended Last AGMBoard Meetings Attended
Shri Prashant Jhawar 4 Yes
Shri Rajeev Jhawar 3 No
Sir Stephen Harry Waley Cohen Bt. 3* No
Shri Subrata Kumar Mitra 4 Yes
Shri Rameshwar Pal Agrawal 2 No
Shri Shiva Kumar Barasia 4 Yes
Shri Trivikram Khaitan 4 Yes
Shri Rahul Choudhary 3 Yes
Shri Debjit Bhattacharya 4 Yes
14. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
14
Terms of Reference for Audit Committee
The Terms of Reference of Audit Committee include the power as laid out in Clause 49 II (C) of the Equity Listing Agreement and
role as stipulated in Clause 49 II (D) of the Equity Listing Agreement which inter alia includes the following:
1. To review the scope of audit (including the audit report) and any management letters issued by the statutory auditors.
2. To oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible.
3. To review before submission to the Board the quarterly, half yearly and annual financial statements, Management
Discussion and Analysis and significant Related Party Transactions.
4. To review adequacy of internal control system and ensure compliance with the same including holding of discussions
regarding internal control system.
5. To review performance of the statutory and internal auditors and to recommend the appointment, re-appointment,
replacement or removal of the statutory auditors, the fixation of audit fees; and approval of payment to statutory auditors
for any other services rendered.
6. To review the adequacy and the structure of the internal audit function, staffing, reporting structure and frequency of
internal audit including appointment and removal and terms of remuneration of the Chief Internal Auditor.
7. To review the applications of the funds raised through issue of shares.
8. To look into the reasons for substantial defaults, if any, in the payment to the investors and creditors.
9. To review Corporate Governance & other compliances.
10. To review any internal investigation reports and the functioning of the Whistle Blower mechanism, in case the same is
existing.
11. To implement and monitor requirements as set out in Rules on Prevention of Insider Trading.
12. Any other functions as may be delegated by the Board.
Apart from the Annual Accounts, the Audit Committee had also reviewed the Un-audited quarterly financial results and internal
audit report of the Company during the year.
III. REMUNERATION COMMITTEE (NON MANDATORY)
Constitution of Remuneration Committee
The Company has a duly constituted Remuneration Committee. As on 31st
March 2013, the Committee comprises of following
members:
The Company Secretary acts as Secretary of the Committee.
Meeting of the Remuneration Committee
During the financial year ended 31st March 2013, one meeting was held on 29th
January, 2013 to consider, review and
recommend the terms of reappointment of Shri Debjit Bhattacharya as a Whole-Time Director of the Company.
Terms of Reference of Remuneration Committee
The Terms of Reference of the Committee are as follows:
1) To determine and recommend the remuneration package (including pension rights and compensation) and terms of
reference of Executive Directors.
2) To review performance of Executive Directors.
Sir Stephen Harry Waley Cohen Bt. Chairman/Non-Executive/Independent
Shri Rahul Chaudhary Member/Non-Executive/Independent
Shri Trivikram Khaitan Member/Non-Executive/Independent
Shri Rajeev Jhawar Member/ Non-Executive
Shri Shiva Kumar Barasia Member/Non-Executive
Name Designation
15. 15
Notes:
a) Details as per Note 7 of Note 19 to the Notes on Accounts;
b) The appointment is subject to termination by 3 months notice in writing from either side;
c) The Company does not have any scheme for grant of stock options to its Directors and Employees.
Non- Executive Directors
For attending Board Meetings
The Non-Executive Directors of the Company are also eligible for commission for any financial year as per the Articles of
Association of the Company, if approved by the Board. The Non Executive Directors were not paid any commission or any other
remuneration during the financial year under review.
For attending Audit Committee Meetings
Executive
Director
Relationship
with other
Directors
Business
relationship
with the
Company
All elements of
remuneration
package
Fixed
components and
performance
linked incentives
Service
contracts,
notice
period
Stock
options
details,
if any
Shri Debjit
Bhattacharya
None Whole-time
Director
Pl. see note
below
Pl. see note
below
Pl. see note
below
Pl. see note
below
ANNUAL REPORT 12-13
Details of Remuneration paid to all Directors
Executive Directors
The remuneration of Whole-time Director is recommended by the Remuneration Committee to the Board of Directors for its
necessary consideration and approval. The remuneration of the Executive Director is also approved by the members at the
General Meeting of the Company.
For attending Remuneration Committee Meetings
Shri Prashant Jhawar 8,000
Shri Rajeev Jhawar 6,000
Sir Stephen Harry Waley Cohen Bt. 2,000
Shri Subrata Kumar Mitra 8,000
Shri Rameshwar Pal Agrawal 4,000
Shri Shiva Kumar Barasia 8,000
Shri Trivikram Khaitan 8,000
Shri Rahul Choudhary 6,000
Directors Sitting Fees Paid ( ` )
Shri. Rahul Choudhary 6,000
Shri. Shiva Kumar Barasia 8,000
Shri. Trivikram Khaitan 8,000
Directors Sitting Fees Paid ( ` )
Sir Stephen Harry Waley Cohen Bt. NIL
Shri Rahul Choudhary 2,000
Shri Trivikram Khaitan 2,000
Shri Rajeev Jhawar NIL
Shri Shiva Kumar Barasia 2,000
Directors Sitting Fees Paid ( ` )
16. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
16
VI. COMPLIANCE WITH OTHER MANDATORY REQUIREMENTS
Management Discussion and Analysis Report
A Management Discussion and Analysis report forms part of the annual report and includes discussion on various matters
specified under clause 49(IV)(F) of the Equity Listing Agreement.
V. GENERAL BODY MEETINGS
Particulars of Annual General Meetings (AGM) held during the three previous years
The Company Secretary acts as the Compliance Officer in the meetings of the committee.
Terms of Reference of the Committee
The Terms of Reference of the Committee are as follows:
1) To approve transfer/transmission of shares, issue new certificates against lost, defaced, mutilated, consolidations,
subdivision etc.
2) To look into the redressing of shareholder complaints like transfer of shares, non receipt of balance sheet, non receipts of
declared dividends etc.
3) To uphold the basic rights to transfer and registration of shares, redressal of complaints, obtaining relevant information
on the Company on a timely basis.
Status of complaints for the period from 01-04-2012 to 31-03-2013
IV. SHAREHOLDERS & INVESTORS GRIEVANCE COMMITTEE
The said Committee was formed on 30th October, 2000. The Committee in consultation with the secretarial department of the
Company examines the grievance of members/investors and the system of redressal of the same.
Constitution of Shareholders & Investors Grievance Committee
The Shareholders & Investors Grievance Committee, comprises of following members as on 31st
March 2013:
1tt
August, 2012 Shripati Singhania Hall, Rotary Sadan, None
at 2.30 P.M 94/2, J.N Road, Kolkata-20
28th
July, 2011 Shripati Singhania Hall, Rotary Sadan, None
at 3.30 P.M 94/2, J.N Road, Kolkata-20
6th
August, 2010 Shripati Singhania Hall, Rotary Sadan, For carrying on new business activity under
at 3.30 AM 94/2, J.N Road, Kolkata-20 Section 149(2A) of Companies Act, 1956
Date & Time Venue Special Resolutions Passed
Shri Rajeev Jhawar Chairman / Non-Executive
Shri Subrata Kumar Mitra Member / Non-Executive/ Independent
Shri Debjit Bhattacharya Member / Whole-time Director/ Executive
Name Designation
Complaints pending as on 1st April, 2012 0
Number of complaints received 6
Number of complaints attended to/resolved 6
Complaints pending as on 31st March, 2013 0
Number of share transfer pending for approval as on 31st
March,2013 0
17. 17
ANNUAL REPORT 12-13
Subsidiaries
The Company has a subsidiary under the name and style of “Usha Martin Education Private Limited” which is not a material non-
listed Indian Subsidiary as per clause 49 III (i) of the Equity Listing Agreement. An Independent Director of the Company is
appointed as one of the Director of subsidiary company. The minutes of proceedings of meetings of the Board of Directors of
subsidiary companies are placed before the Board of Directors of the Company and attention of the directors is drawn to
significant transactions and arrangements entered into by the subsidiary company.
VII. DISCLOSURES
Materially significant related party transactions
There were no materially significant related party transactions (i.e. transactions of the Company of material nature) made by the
Company with its Promoters, Directors or Management, their subsidiaries or relatives etc. that may have potential conflict with
the interests of the Company at large.
Transactions with the related parties are disclosed in the Notes to the Accounts.
Details of Non-compliance during the last three year
During the last three years, there were no strictures or penalties imposed on the Company by either SEBI or the Stock Exchanges
or any statutory authority for non-compliance of any matter relating to Capital Market.
Disclosure of Accounting treatment
The financial statements are prepared on accrual basis of accounting and in accordance with the applicable Accounting
Standards issued by the Institute of Chartered Accountants of India from time to time, Indian GAAP, provisions of the Companies
Act, 1956 and comply in material aspects with the accounting standards notified under Section 211(3C) of the Companies Act,
1956 reading with the Companies (Accounting Standard) Rules, 2006.
CEO/CFO Certification
As required by Clause 49 (V) (B) of the Equity Listing Agreement, the management has given a declaration to the Board that they
have no personal interest in any material, commercial and financial transactions that may have potential conflict with the interest
of the Company at large.
Reconciliation of Share Capital Audit
A qualified practicing Company Secretary carried out a Reconciliation of Share Capital Audit to reconcile the total admitted
capital with National Securities Depository Ltd (NSDL) and Central Depository Services Ltd (CDSL) with the total issued paid-
up and listed capital. The Reconciliation of Share Capital Audit Report confirms the total issued/paid-up capital is in agreement
with the total number of share in physical and dematerialized form.
Non Mandatory Conditions
The Board
The Board decided to maintain the office of Chairman and Vice-Chairman. Shri Prashant Jhawar and Shri Rajeev Jhawar were
appointed/ elected to be the Chairman and Vice-Chairman of the Company, respectively, until otherwise decided.
Remuneration Committee
The Company has a Remuneration Committee as reported in paragraph III above.
Audit Qualification
There is no audit qualification.
The rest of the Non Mandatory Requirements such as Shareholders’ Right, Training of Board Members, Mechanism of evaluating
non-executive Board Members and Whistle Blower Policy will be implemented by the Company as and when required and / or
deemed necessary by the Board.
VIII. MEANS OF COMMUNICATION
Financial Results
The quarterly unaudited financial results of the Company are announced within 45 days of the end of respective quarter and the
audited financial results are announced within 60 days of the end of financial year. The results are published in one English
Newspaper and a vernacular (Bengali) Newspaper. The results are also promptly forwarded to stock exchanges in which the
shares of the Company are listed.
18. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
18
Press Releases
Official press releases on performance of the Company, significant corporate decisions/activities, etc., are promptly forwarded
to stock exchanges and to the media (both print and electronic mode).
Website
The Company’s website www.umesl.co.in provides a separate section for the investors where relevant shareholders information
is available. The Annual Report of the Company is also available on the website in a user-friendly and downloadable form.
Annual Report
Annual Report is circulated to members and others entitled thereto. The Management Discussion and Analysis Report and
Corporate Governance Report form a part of the Annual Report.
Chairman’s speech at General Meeting
Chairman’s speech is distributed to the members at the Annual General Meeting. The same is also sent to the stock exchanges
for information of members.
IX. GENERAL SHAREHOLDERS INFORMATION
Date of Incorporation 18th
August, 1997
Corporate Identity Number (CIN) L31300WB1997PLC085210
Registered Office PS Srijan Tech Park, 5th Floor, DN-52, Sector - V
Salt Lake City, Kolkata – 700 091
Date, time and Venue of Thursday , 1st of August 2013 at 2-30 P.M. at
Annual General Meeting ‘’Sripati Singhania Hall”, Rotary Sadan,
94/2, Jawaharlal Nehru Road, Kolkata – 700 020
Financial Calendar
(tentative and subject to change)
Financial reporting for the first quarter ending
June 30, 2013 On or before 14th
August, 2013
Financial reporting for the second quarter
ending September 30, 2013 On or before 15th
November, 2013
Financial reporting for the third quarter ending
December 31, 2013 On or before 15th
February, 2014
Audited Results for the year ended March 31, 2014 On or before 30th
May, 2014
Annual General Meeting for the year ended
March 31, 2014 On or before 30th
September, 2014
Date of Book Closure 25th July, 2013 to 1st August, 2013
(both days inclusive)
Dividend Payment Date Not Applicable
Listing on Stock Exchange and
Code Number Stock Exchange Scrip Code
Equity Shares Bombay Stock Exchange Ltd. 532398
Phiroze Jeejeebhoy Towers, UMESL
Dalal Street
Mumbai – 400 001
National Stock Exchange of India Ltd. UMESLTD
Exchange Plaza
5th Floor, Plot No.C/1
G Block Bandra Kurla Complex
Bandra (E) Mumbai – 400 051
19. 19
Global Depository Receipt (GDRs) Societè de la Bourse de Luxembourg UMIFG
Societe Anonyme, R.C.B.6222B.
P. 165, L-2011 Luxembourg
Overseas Depository for GDRs Deutsche Bank Trust Company Americas,
60, Wall Street, New York, NY10005
United States
Domestic Custodian of GDRs ICICI Bank Limited
Securities Market Services,1st
floor,
Empire complex, Senapati Bapat Marg,
Lower Parel, Mumbai – 400 013
ISIN Fully paid up equity shares:
ISININE240C01028
GDRs : US91730W1053
Registrar and Transfer Agents M/s. MCS Limited
77/2A, Hazra Road, Kolkata-700 029
Tel.:033-2454-1892/93,033-40724052/53
Fax : 033-2454-1961
Website : www.mcsdel.com
E-mail : mcskol@rediffmail.com
Address for correspondence / enquiry Usha Martin Education & Solutions Limited
PS. Srijan Tech Park, 5th Floor, DN-52
Sector V, Salt Lake, Kolkata-700 91
Email: ranendranath.chakraborty@umesl.co.in
High Low High Low
Mar 13 7.35 6.80 7.50 6.18
Feb 13 8.80 8.50 8.74 6.75
Jan 13 10.65 10.15 10.64 8.44
Dec 12 12.45 11.90 12.20 9.40
Nov 12 12.10 10.50 12.30 7.95
Oct 12 10.70 9.70 10.54 8.50
Sep 12 9.90 9.20 9.79 8.05
Aug 12 9.85 9.45 10.10 8.57
Jul 12 11.85 11.25 11.98 9.15
Jun 12 15.00 13.55 14.75 8.90
May 12 11.70 10.25 11.42 8.26
Apr 12 12.35 11.80 12.45 10.25
BSEMonth
Market Price Data
NSE
Distribution of Shareholding as on 31st March, 2013
Range
1 - 500 30725 2209981
501 - 1000 1126 952628
1001 - 5000 862 2060158
5001 - 10000 108 832397
10001 & above 109 20360647
Total 32930 26415811
Number of
Shareholders
Number of
Shares
ANNUAL REPORT 12-13
Dematerialization of Shares and Liquidity as on 31st
March, 2013
The shares of the Company are compulsorily traded in dematerialized form. In order to facilitate the members to dematerialize
the shares, the Company has an agreement with NSDL and CDSL. The summarized position of members in physical and Demat
segment as on 31st
March, 2013 is as under:
Type of
Shareholding
Physical 620737 2.35
Demat – NSDL 23801201 90.10
Demat – CDSL 1993873 7.55
Total 26415811 100.00
Number of
Shares
Percentage of
Total Shareholding
20. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
20
PerformanceofCompany’sSharesvis-a-visBSESensex
Comparison of monthly closing price of the Company with
monthly closing BSE Sensex during the period April 2012 to
March, 2013 is given below:
Share Transfer System
he Company at its Registered Office or at M/s. MCS Ltd, Registrar and Transfer Agents, Kolkata receives the application
for transfers, transmission, sub division and consolidation. As the Company’s shares are currently traded in dematerialized
form, the transfers are processed and approved in the electronic form by NSDL/CDSL through their depository participants.
The Company on a regular basis processes the physical transfers and the certificates are dispatched by the Registrar
directly to the transferees. A committee of the members of the Board is also formed to approve the share transfer on a
fortnightly basis.
Outstanding GDRs/ ADRs/ Warrants or any convertible instruments, conversion date and likely impact on equity.
As on 31st March, 2013, there are 1,799,455 outstanding GDRs each representing one equity share of the Company.
Physical vis-a-vis Demat shareholding as on 31st
March
2013
Pattern of shareholding as on 31st March, 2013
Promoters Group 20 0.06 11388396 43.11
Mutual Funds//UTI 6 0.02 1634 0.01
Banks/Financial Institutions/Ins/ Govt. 33 0.10 936562 3.54
FIIS/FVC 6 0.02 1562889 5.92
Bodies Corporates 536 1.63 1769862 6.7
Individuals 32180 97.72 8634034 32.69
Others 148 0.45 322979 1.22
GDRs 1 0.00 1799455 6.81
Total 32930 100.00 26415811 100.00
Category
No. of
Shareholders
% of
Shareholders
No. of
Shares held
% of
Shareholding
21. 21
CEO & CFO Certification
Debjit Bhattacharya
Whole-time Director
Place: Kolkata
Date: May 7th, 2013
CEO/CFO Certificate in terms of Clause 49 of the Equity Listing Agreement
To,
The Board of Directors,
Usha Martin Education & Solutions Limited
In pursuance to the Clause 49 of the Equity Listing Agreement with the various Stock Exchanges, I hereby certify as
under with regard to the Annual Audited Accounts of the Company for the financial year ended 31st
March, 2013,
including the Schedules and notes forming part thereof, as well as the Cash Flow Statement for the financial year
ended as on that date:
a. That the financial statements and the cash flow statement for the year have been reviewed and that to the best of
my knowledge and belief :
i. these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
ii. these statements together present a true and fair view of the company’s affairs and are 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 into by the Company during the
year which is fraudulent, illegal or violative of the Company’s Code of Conduct;
c. That I accept responsibility for establishing and maintaining internal controls for financial reporting and that I have
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have
disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls,
if any, which I am aware of and steps I have taken or propose to take to rectify 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 have been disclosed in the notes
to the financial statements; and
iii. instances of significant fraud of which they have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the Company’s internal control system over financial
reporting.
ANNUAL REPORT 12-13
22. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
22
We have reviewed the compliance of conditions of Corporate Governance by Usha Martin Education & Solutions Limited, for
the year ended March 31, 2013, as stipulated in Clause 49 of the Equity Listing Agreement of the said Company with Stock
Exchange(s) in India.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreements; through the
Company’s established risk assessment and minimization procedures (together with internal control system for financial reporting)
are in the process of being formalized / updated. We state that such compliance is neither an assurance as to the future viability
of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.
For S.Swarup & Co.
Chartered Accountants
S .S. Gupta
(Proprietor)
Membership No. 17897
Auditors’ Certificate on compliance of conditions of Corporate Governance.
To
The Members
Usha Martin Education & Solutions Limited
Place : Kolkata
Date : May 7, 2013
23. 23
ANNUAL REPORT 12-13
INDEPENDENT AUDITOR’S REPORT
To the Members of USHA MARTIN EDUCATION & SOLUTIONS LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of USHA MARTIN EDUCATION & SOLUTIONS LIMITED which
comprises the balance sheet as at 31st
March 2013, the Statement of Profit and Loss and Cash Flow of the Company for the year
then ended and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial statements that give a true and fair view of the financial
position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section
(3C) of section 211 of the Companies Act, 1956 the Act. This responsibility includes the design, implementation and maintenance
of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that
are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the
information required by the Act in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st
March, 2013;
(ii) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and
(iii) in the case of Cash Flow Statement, of cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of sub-
section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5
of the Order.
2. As required by section 227(3) of the Act, we report that:
a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purpose of our audit;
b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from
our examination of those books;
c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement
with the books of account;
d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting
Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;
24. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
24
In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit
and to the best of our knowledge and belief, we state as under:
(i) (a) The company has maintained proper records showing full particulars, including quantitative details and situation
of fixed assets.
(b) All fixed assets were physically verified by the management during the year. As informed no material discrepancies
were noticed on such verification.
(c) Since there was no significant/substantial disposal of fixed assets during the year, the same has not affected the
company as a going concern.
(ii) The nature of company’s activities during the year have been such that clause 4(ii) of the Order is not applicable.
(iii) As the company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties
covered in the register maintained under sec.301 of the Companies Act, 1956 so clause 4(iii) of the Order is not
applicable.
(iv) In our opinion and according to the information and explanations given to us, it appears that there are adequate internal
control procedures commensurate with the size of the company and nature of its business for the purchase of fixed assets
and for the sale of services. In our opinion there is no continuing failure to correct major weaknesses in internal control
system.
(v) According to the information and explanations provided by the management, the company has entered therein the
contracts or arrangements that need to be entered into the register maintained u/s.301 of the Companies Act, 1956. All
such transactions have been made at prices which are reasonable having regard to the prevailing market prices at the
relevant time.
(vi) The company has not accepted any deposits from the public.
(vii) The company has an internal audit system commensurate with its size and nature of its business.
(viii) The clause relating to maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 is not applicable
to the company.
ANNEXURE TO THE AUDITORS’ REPORT
(This is the Annexure referred to in our Report of even date)
e) on the basis of written representations received from the directors as on March 31st
, 2013, and taken on record by the
Board of Directors, none of the directors is disqualified as on March 31st
, 2013, from being appointed as a director in
terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and
f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section
441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which
such cess is to be paid, no cess is due and payable by the Company.
For S.Swarup & Co.
Chartered Accountants
Firm Registration No. 310089E
S .S. Gupta
(Proprietor)
Membership No. 17897
Place : Kolkata
Date : May 7, 2013
25. 25
Place : Kolkata
Date : May 7, 2013
For S.Swarup & Co.
Chartered Accountants
Firm Registration No. 310089E
S .S. Gupta
(Proprietor)
Membership No. 17897
(ix) (a) As per records produced before us, the company is generally regular in depositing undisputed statutory dues like
Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-Tax, Sales Tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and Statutory dues to the extent applicable to it with the
appropriate authorities and there were no arrears of such dues at the year end which have remained outstanding
for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no disputed dues of Income-Tax, Sales Tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty or Cess to the extent applicable to it.
(x) The Company does not have any accumulated loss as at 31st March, 2013 and has neither incurred cash losses in the
financial year under report nor in the financial year immediately preceding such financial year.
(xi) Based on our audit procedures and as per the information and explanations given by the management the company has
not defaulted in the repayment of dues to any financial institution or banks. No debentures have been issued by the
company and as such the question of default on the same does not arise.
(xii) According to the information and explanations given to us and based on the documents and records produced, the
company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and
other securities.
(xiii) In our opinion, the company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society and therefore the provisions
of clause 4(xiii) of the Order are not applicable.
(xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly,
the provisions of clause 4(xiv) of the Order are not applicable.
(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by
others from banks or financial institutions.
(xvi) Since no term loans have been raised by the company, clause 4(xvi) of the order is not applicable.
(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet, we find
that the company has not utilized funds raised on short term basis for long term investments.
(xviii) No share capital has been raised by the company during the year and hence the question of making any preferential
allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act,
1956, does not arise.
(xix) No debentures have been issued by the company and hence the question of creating securities or charge in respect
thereof does not arise.
(xx) The company has not raised any money through a public issue during the year.
(xxi) On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the
Company, has been noticed or reported during the year.
ANNUAL REPORT 12-13
26. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
26
Balance Sheet as at 31st March, 2013
I EQUITY AND LIABILITIES
1) Shareholders’ Funds
(a) Share Capital
(b) Reserves and Surplus
2) Non - Current Liabilities
(a) Long Term Provisions
3) Current Liabilities
(a) Trade Payables
(b) Other Current Liabilities
(c) Short Term Provisions
II ASSETS
1) Non - Current Assets
(a) Fixed Assets
(i) Tangible Assets
(ii) Intangible Assets
(b) Non-Current Investments
(c) Long Term Loans and Advances
(d) Other Non- Current Assets
2) Current Assets
(a) Trade Receivables
(b) Cash and Cash equivalents
(c) Short Term Loans and Advances
Significant Accounting Policies and Notes on Accounts
1
2
3
4
5
6
TOTAL
7
8
9
10
11
12
13
TOTAL
19
26,415,811
188,114,104
1,298,170
17,082,514
10,938,276
7,896,052
251,744,927
30,631,907
576,039
160,500,000
7,490,844
2,028,641
33,118,012
2,442,634
14,956,850
251,744,927
26,415,811
184,636,529
979,115
13,400,955
3,530,583
7,032,505
235,995,498
35,243,764
1,319,144
160,500,000
7,414,698
878,980
15,332,885
2,877,370
12,428,657
235,995,498
As at
31st March, 2012
(Amount in `)
As at
31stMarch,2013
( Amount in ` )
Note no.Particulars
This is the Balance sheet referred to in our report of even date The Notes referred to above form an integral part of
Balance Sheet
(S.S. Gupta)
Proprietor
Membership No. 17897
For and on behalf of
S.SWARUP & CO.
Chartered Accountants
Firm Registration No. 310089E
Place : Kolkata
Dated : 7th May, 2013
Prashant Jhawar
Debjit Bhattacharya
R. N. Chakraborty
Chairman
Whole-time Director
Company Secretary
On behalf of the Board
27. 27
Statement of Profit and Loss for the Year Ended 31st March, 2013
I Revenue
Revenue from Operations
Other Income
II Total Revenue
III Expenses
Employee Benefit Expense
Finance Costs
Depreciation and Amortization Expense
Operating and Administrative Expenses
IV Total Expenses
V Profit before Tax
VI Tax Expense:
Current Tax
VII Profit / (Loss) after tax
Earnings per Equity Share:
(1) Basic
(2) Diluted
Significant Accounting Policies and Notes on Accounts
This is the Statement of Profit & Loss referred to in our report of
even date
14
15
16
17
18
19
119,255,242
672,676
119,927,918
38,790,269
1,103,669
6,407,701
69,323,704
115,625,343
4,302,575
825,000
3,477,575
0.13
0.13
128,035,215
1,049,725
129,084,940
41,117,302
499,171
9,561,359
72,901,576
124,079,408
5,005,532
955,000
4,050,532
0.15
0.15
For the Year Ended
31st March, 2012
(Amount in ` )
For the Year Ended
31stMarch,2013
(Amount in ` )
Note no.
The Notes referred to above form an integral
part of Statement of Profit & Loss
Particulars
ANNUAL REPORT 12-13
(S.S. Gupta)
Proprietor
Membership No. 17897
For and on behalf of
S.SWARUP & CO.
Chartered Accountants
Firm Registration No. 310089E
Place : Kolkata
Dated : 7th May, 2013
Prashant Jhawar
Debjit Bhattacharya
R. N. Chakraborty
Chairman
Whole-time Director
Company Secretary
On behalf of the Board
28. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
28
Note : 1 - SHARE CAPITAL
Note :
Paid up capital includes 26,414,411 Equity Shares issued as fully paid-up in terms of the Scheme of Demerger approved by the
Hon’ble Calcutta High Court.
As at
31st March, 2012
(Amount in `)
As at
31stMarch,2013
( Amount in ` )
a) Authorised
200,000,000 Equity Shares of ` 1/- each
(Previous year 200,000,000 Equity Shares of ` 1/- each )
1,000,000 10.75% Cumulative Redeemable
Preference Shares of ` 50/- each
(Previous year 1,000,000 Equity Shares of ` 50/- each)
b) Issued, Subscribed and Paid-up
26,415,811 Equity Shares of ` 1/-
(Previous year ` 1/-) each
250,000,000
26,415,811
26,415,811
200,000,000
50,000,000
250,000,000
26,415,811
26,415,811
200,000,000
50,000,000
Notes forming part of Balance Sheet
c) There has been no Movement in number of shares outstanding at the beginning and at the end of reporting period
d) The Company has only one class of issued shares i.e. ordinary equity shares having par value of `. 1 per share. Each holder
of ordinary shares is entitled to one vote per share and equal right for dividend. No preference and/or restrictions on
distribution of dividend and repayment of capital is attached to the above shares.
e) Shares in the Company held by each shareholder holding more than 5% as on balance sheet date
f) There are no shares reserved for issue under option and contracts /commitments for sale of shares /disinvestment as at the
Balance Sheet date.
g) i) No shares have been allotted or has been bought back by the Company during the period of five years preceding the
date as at which the Balance Sheet is prepared.
ii) No convertible securities has been issued by the Company during the year.
iii) No calls are unpaid by any Director and Officer of the Company during the year.
UMIL Share & Stock Broking Services Ltd 3,075,127 11.64 3,075,127 11.64
Peterhouse Investment India Limited 2,968,718 11.24 2,968,718 11.24
Peterhouse Investment Limited 2,388,291 9.04 2,388,291 9.04
Prajeev Investments Limited 2,057,610 7.79 2,057,610 7.79
Deutsche Bank Trust Company Americas 1,799,455 6.81 1,799,455 6.81
No. of Equity
Shares as on
31.03.2013
% of Equity
Shares as on
31.03.2013
No. of Equity
Shares as on
31.03.2012
% of Equity
Shares as on
31.03.2012
Name of the shareholders
29. 29
Note : 2 - RESERVE AND SURPLUS
Securities Premium Account
As per last Account
General Reserve Account ( see note below)
As per last Balance Sheet
Add: Transferred from Statement of Profit & Loss
Note: General Reserves are free reserve or undistributed profits and created out of appropriation of profits. The reserve is
created based on the financial policy of the Company and discretion of the management. The reserve can be utilized for any
general purpose of the business which may include, meeting future liability or loss, strengthening the financial position of the
business/ expansion of business etc.
As at
31st March, 2012
(Amount in `)
As at
31stMarch,2013
( Amount in ` )
120,249
120,249
180,465,748
4,050,532
184,516,280
184,636,529
Notes forming part of Balance Sheet
120,249
120,249
184,516,280
3,477,575
187,993,855
188,114,104
Note : 3 - Long Term Provisions
Provision for Employee benefit
- Gratuity (Funded)
- Leave Encashment (Un-funded)
686,036
293,079
979,115
914,605
383,565
1,298,170
Note : 4 - Trade Payables
For Supplies / Services
Accrued Expenses
11,259,001
2,141,954
13,400,955
9,963,812
7,118,702
17,082,514
Note : 5 - Other Current Liabilities
Advance Received from Customers
Other Payables
Statutory Dues
Capital Goods
Employees related liability
370,350
588,750
147,690
2,423,793
3,530,583
143,500
5,064,550
682,010
5,048,216
10,938,276
Note : 6 - Short Term Provisions
Provisions for Taxation
Provision for Employee benefit
- Gratuity (Funded)
- Leave Encashment (Un-funded)
7,010,532
11,492
10,481
7,032,505
7,835,532
47,158
13,362
7,896,052
ANNUAL REPORT 12-13
32. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
32
Note : 9 - Long Term Loans and Advances
Security Deposits ( Unsecured considered good unless otherwise stated)
Considered Good
Considered Doubtful
Other Loans and Advances (Recoverable in cash or in kind or for value to
be received)
Prepaid expenses
As at
31st March, 2012
(Amount in `)
As at
31stMarch,2013
( Amount in ` )
5,893,935
_
1,520,763
7,414,698
Notes forming part of Balance Sheet
6,293,935
_
1,196,909
7,490,844
Note : 10 - Other Non-Current Assets
Fixed Deposit with Bank
(with IDBI Bank Ltd. for availing Working Capital Facility)
Interest Receivable
Gratuity (Funded with LIC of India)
500,000
42,942
336,038
878,980
500,000
101,842
1,426,799
2,028,641
Note : 11 - Trade Receivable
( Unsecured considered good unless otherwise stated)
Outstanding for a period exceeding six months
Considered Good
Considered Doubtful
Provision for doubtful receivables
Other Receivables
Considered Good
Considered Doubtful
_
_
_
_
15,332,885
_
15,332,885
15,332,885
_
_
_
_
33,118,012
_
33,118,012
33,118,012
Note : 12 - Cash and Cash Equivalents
Cash on Hand
Balances with Banks
Cash Credit Account (For Security refer Point No. 2 of Note- 19)
Fixed Deposit with Bank
(with IDBI Bank Ltd. for availing Working Capital Facility)
Less: Non Current portion transferred to Other Non-Current Assets
( Ref. Note no. 10 )
76,969
1,648,414
1,151,987
_
2,877,370
18,471
1,951,735
472,428
_
2,442,634
500,000
500,000
500,000
500,000
33. 33
As at
31st March, 2012
(Amount in `)
As at
31stMarch,2013
( Amount in ` )
Notes forming part of Balance Sheet
Note : 13 - Short Term Loans and Advances
Other Loans and Advances (Recoverable in Cash or
in kind or for value to be received)
Advance Payment of Taxes
Advance against supplies of Goods and Services
Prepaid Expenses
Advance /Loans to Employees
10,912,390
331,305
956,755
228,207
12,428,657
12,829,747
287,322
1,593,956
245,825
14,956,850
Note : 14 - Revenue from Operations
Income from Learning Business
(Tax deducted at Source `. 1,863,600/- , Previous Year. `. 3,642,478/-)
128,035,215
128,035,215
Note : 15 - Other Income
Interest Income on Bank Fixed Deposit
(Tax deducted at Source `. 9,282/- , Previous Year. `. 9,084/-)
Liabilities no longer required written back
Prior period Income
Foreign Exchange Fluctuation Gain (Net)
Profit on Sale of Fixed Assets
128,772
872,157
929
47,452
415
1,049,725
Note : 16 - Employee Benefit expense
Salaries and Bonus
Contribution to Provident Fund and other Funds
Staff Welfare Expenses
38,842,140
1,908,581
366,581
41,117,302
For the Year Ended
31st March, 2012
(Amount in ` )
For the Year Ended
31stMarch,2013
(Amount in ` )
Notes forming part of Statement of Profit and Loss
119,255,242
119,255,242
139,465
533,211
_
_
_
672,676
36,395,134
2,015,018
380,117
38,790,269
ANNUAL REPORT 12-13
34. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
34
Notes forming part of Statement of Profit and Loss
For the Year Ended
31st March, 2012
(Amount in ` )
For the Year Ended
31stMarch,2013
(Amount in ` )
Note : 17 - Finance Costs
(No Borrowing Cost has been Capitalized during the year)
Interest on Working Capital Loan from Bank
Other Borrowing Cost
Others
318,974
164,674
15,523
499,171
316,543
787,126
_
1,103,669
Note : 18 - Operating and Administrative Expenses
Travelling and Conveyance
Communication
Power
Maintenance expenses
Rent
Lease Rent
Insurance
Computer Consumables
Professional and Consultancy charges
Legal & Secreterial
Marketing and Advertisement
Business Development
Printing and Stationery
Brokerage/ Commission
Hire charges
Recruitment expenses
Registration and Courseware
Directors Meeting Fees
Auditors’ Remuneration
For Statutory Audit
For Tax Audit
Rates and Taxes
Loss on discard of Fixed Assets
Bank Charges
Foreign Exchange Fluctuation Loss (Net)
Bad Debts/Sundry Balances written off
Miscellaneous Expenses
4,503,035
1,424,924
3,274,452
6,290,637
7,717,216
300,000
555,782
375,233
19,561,251
667,733
17,146,708
87,560
1,319,914
490,000
3,006,924
413,051
1,980,671
82,000
125,000
249,700
_
108,856
_
1,296,992
1,923,937
72,901,576
4,330,806
1,437,881
3,695,481
7,035,111
6,713,006
300,000
775,025
633,687
17,467,943
750,310
13,144,854
50,837
1,246,963
541,000
3,420,765
50,900
1,095,509
78,000
125,000
2,400,177
2,358,630
285,422
99,891
52,470
1,234,036
69,323,704
100,000
25,000
100,000
25,000
35. 35
1 SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Preparation of Financial Statement
The Company generally follows mercantile system of accounting unless otherwise stated and recognizes income
and expenditure on accrual basis except those with significant uncertainties.The accounts have been prepared in
accordance with historical cost convention method.
b) Fixed Assets and Depreciation
Fixed assets comprising both tangible and intangible items are stated at cost less depreciation. The Company
capitalizes all costs relating to acquisition of fixed assets. Cost of Software expected to be used on long-term basis
is capitalized.
Depreciation (including amortization) on fixed assets is provided using straight-line method (SLM) at the rates
prescribed in schedule XIV of the Companies Act 1956, other than Computer & Computer Software which are
depreciated under SLM over a period of 3 years. Laptops provided to students are depreciated on SLM basis over
a period of 3 or 2 years as the case may be depending on the duration of course undertaken by the students.
Further individual assets costing less than Rupees Five Thousands are depreciated in full in the year of purchase.
Depreciation on additions and deletions to fixed assets is provided on a pro-rata basis.
c) Investments
Long-term investments are valued at their acquisition cost. Any decline in the value of the said investment, other than
a temporary decline, is recognized and charged to the Statement of Profit and Loss.
Current Investments are stated at lower of cost or fair value.
d) Revenue Recognition
Revenue from software services and consultancy is recognized as follows:
_ The revenue from time and material contracts is recognized on the basis of the time spent and materials
consumed as per the terms of the contract.
_ In case of fixed price contracts revenue is recognized on percentage completion basis based on milestones
defined in the contract. Foreseeable losses, if any, on contract completion is provided for.
Revenue from training is recognized over the period of the course program.
Revenue from operations is accounted for net of Service Tax.
e) Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements and the results of operations during the
reporting period. Although these estimates are based upon management’s best knowledge of current events and
actions, actual results could differ from these estimates.
f) Current and Non Current assets and liabilities
An asset or liability is classified as current when it satisfies any of the following criteria
(i) It is expected to be realized / settled, or is intended for sale or consumption, in the Company’s normal operating
cycle:
(ii) It is held primarily for the purpose of being traded:
(iii) It is expected to be realized / due to be settled within twelve months after the reporting date: or
(iv) It is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting date or
(v) The Company does not have an unconditional right to defer settlement of the liability for at least twelve months
after the reporting date
Note 19 : Significant Accounting Policies and Notes on Accounts for the year
ended 31st March, 2013
ANNUAL REPORT 12-13
36. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
36
g) Foreign Currency Transactions
Transactions in foreign currency are accounted for at the rates prevailing on the date of the transaction. Monetary
assets and liabilities in foreign currencies at the year-end are restated at the exchange rates prevailing on that date.
Gain/loss arising out of exchange fluctuation on settlement or such restatement are accounted for in the Statement
of Profit and Loss, except to the extent these relate to acquisition of fixed assets, in which case these are adjusted to
the carrying value of the related fixed assets.
h) Leases
Operating Leases _ Rentals are expensed with reference to lease terms and other considerations.
i) Employee Benefits
(i) Contribution to employee provident fund is charged to revenue on a monthly basis
(ii) Liability for retrial, gratuity and un-availed earned leave is provided for based on an independent actuarial
valuation report as per the requirements of Accounting Standard – 15 (revised) on “Employee Benefits”.
(iii) Employee benefits of short-term nature are recognized as expense as and when it accrues. Long term employee
benefits (e.g. long-service leave) and post employments benefits (e.g. gratuity), both funded and unfunded, are
recognized as expense based on actuarial valuation.
j) Taxation
Current Tax in respect of taxable income of the year is provided for based on applicable tax rates and laws.
Deferred tax is recognized subject to the consideration of prudence in respect of deferred tax assets, on timing
differences, being the difference between taxable income and accounting income that originate in one period and
are capable of reversal in one or more subsequent periods and is measured using tax rates and laws that have been
enacted or substantively enacted by the Balance Sheet date. Deferred tax assets / liabilities are reviewed at each
Balance Sheet date.
k) Borrowing Cost
Borrowing cost attributable to the acquisition and contribution of qualifying assets are added to the cost up to date
when such assets are ready for their intended use. Other borrowings cost are recognized as expense in the period
in which these are incurred.
l) Contingencies
Contingencies, which can be reasonably ascertained, are provided for if, in the opinion of the Company, there is a
probability that the future outcome may be materially adverse to the Company.
m) Prior Period and Extra Ordinary Items and Changes in Accounting Policies
Prior Period and Extra Ordinary Items and Changes in Accounting Policies having material impact on the financial
affairs of the Company are disclosed.
2) During the year, the Company has utilized its working capital facility (Overdraft) of ` 50 lacs from IDBI Bank Ltd, secured
by first charge by way of hypothecation of all the current assets, both present and future, of the Company. The above loan
is also collaterally secured by first charge by way of hypothecation of movable fixed assets of the Company.As on 31st
March, 2013 there was no outstanding balance on the working capital facility as provided by IDBI Bank Ltd.
3) Foreign Currency Earnings & Outgo:
Note 19 : Significant Accounting Policies and Notes on Accounts for the year
ended 31st March, 2013
a) Expenditure in foreign currency :
Listing Fees
Foreign Travel
Consultancy
2012-13( ` ) 2011-12 (`)
181,141
703,386
53,209
168,125
420,024
_
37. 37
Reimbursement of Expenses against services for setting of
Education Centre /Income from Research report on
Education
2012-13( ` ) 2011-12 ( `)
10,535,253 1,423,381
b) Earnings in foreign currency:
Note 19 : Significant Accounting Policies and Notes on Accounts for the year
ended 31st March, 2013
4) Related Party Disclosures Pursuant to Accounting Standard 18 issued by The Institute of Chartered Accountants of India.
i) Related Parties
Name Relationship
Usha Breco Realty Limited. Substantial interest in voting power of the entity.
Usha Martin Limited. - do -
Usha Martin Education Private Limited. - do -
Usha Breco Limited - do -
Redtech Network India Private Limited. - do -
Debjit Bhattacharya (Whole-time Director) Key Managerial Personnel
ii) Particulars of Transactions during the year ended 31st March, 2013
Figures in normal font relate to previous year
5) The Segment Information for the year ended 31st March,2013
I (a) The Company was giving disclosures under AS-17 i.e. Segment Reporting till the year ended 31st
March, 2012. The
same had been discontinued from the current year as there are practically no separate segments that need to be
reported
The Company was engaged in two main business segments till 31st
March, 2012:
_ Software business and Consultancy comprising of software development and support services
_ Learning business comprising of learning solutions in the area of Technology & Management.
ANNUAL REPORT 12-13
Particulars Subsidiaries and
Associates
( ` )
Key Management
Personnel
( ` )
Rent Paid (including lease Rent)
Directors’ Remuneration
Income from Training
Balances outstanding at the year end
Usha Martin Limited- lease Rent
Investment in Equity and Preference Shares Refer Note No. 8
to Accounts
-do-
684,750
660,000
—
—
7,800,000
6,000,000
—
—
—
—
1,489,346
1,475,000
—
—
—
—
38. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
38
Note 19 : Significant Accounting Policies and Notes on Accounts for the year
ended 31st March, 2013
Figures above are for FY’ 2011-12
*Excluding Shareholders’ Funds
@ Profit before taxation.
Revenue from Operations — — —
7,149,554 120,885,661 128,035,215
Other Income — — —
155,728 893,997 1,049,725
Segment Revenues — — —
7,305,282 121,779,658 129,084,940
Segment Results [Profit/(Loss)] before interest,
taxation and un-allocable expenditure — — —
2,793,892 4,596,438 7,390,330
Segment Assets — — —
561,179 74,098,280 74,659,459
Segment Liabilities — — —
2,183,944 15,412,644 17,596,588
Capital Expenditure — — —
— 5,592,490 5,592,490
Depreciation — — —
52,662 9,508,697 9,561,359
Software & Consultancy Learning TotalParticulars
( Amount in ` )
III Reconciliation of Reportable Segments with the Financial Statements
Liabilities*Particulars AssetsResultsRevenues
Total of Reportable Segments — — — —
128,956,168 7,390,330 74,659,459 17,596,588
Corporate – Unallocated (Net) — — — —
— (2,014,399) 161,000,000 —
Finance Cost — — — —
— (499,171) — —
Interest Income — — — —
128,772 128,772 — —
As per Financial Statements — — — —
129,084,940 5,005,532@ 235,659,459 17,596,588
( Amount in ` )
II Segment Revenues, Results and Other Information
39. 39
Revenues from operation 108,719,989 10,535,253 119,255,242
Total Assets 251,744,927 _ 251,744,927
Capital Expenditure 3,411,369 _ 3,411,369
Domestic Exports Total
IV Secondary Segment Reporting (by Geographical Segments) ( Amount in ` )
Note 19 : Significant Accounting Policies and Notes on Accounts for the year
ended 31st March, 2013
6) Computation of Earning Per Equity Share (Basic and Diluted)
For the year ended For the year ended
31stMarch,2013 31st March,2012
(I) Basic
(a) (i) Number of Equity Shares at the beginning of the year 26,415,811 26,415,811
(ii) Number of Equity Shares at the end of the year 26,415,811 26,415,811
(iii) Weighted average number of Equity
Shares outstanding during the year 26,415,811 26,415,811
(iv) Face Value of each Equity Share- `. 1 1
(b) Profit/(Loss) after tax attributable to Equity Shareholders- .
`. Net Profit/(Loss) after Taxation 3,477,575 4,050,532
Basic Earning per Share [(b)/(a)(iii)]- `. 0.13 0.15
(II) Diluted
(a) Diluted Potential Equity Shares _ _
(b) Diluted Earning per Share [I(b)/I(a)(iii)]- `. 0.13 0.15
7) Minimum Managerial Remuneration paid/payable
2012-13 2011-12
( ` ) ( ` ) ( ` ) ( ` )
(a) Wholetime Director’s Remuneration:
Salary 491,756 486,750
Contribution to Provident Fund 59,016 58,410
Contribution to Gratuity and Superannuation 24,472 21,582
Other Benefits (actual and/or estimated) 914,102 1,489,346 908,258 1,475,000
(b) Other Directors
Directors’ Sitting Fees 78,000 78,000 82,000
1,567,346 1,557,000
8) The Company has unabsorbed depreciation and carried forward losses available for set off under the Income- tax Act,
1961. However, in view of inability to assess future taxable income, the extent of net deferred tax assets which may be
adjusted in the subsequent years, is not ascertainable with virtual certainty at this stage and accordingly the same has not
been recognized in the accounts on prudent basis.
9) The Company has no amounts due to suppliers under the Micro, Small and Medium Enterprises Development Act, 2006
(MSMED) as at 31.03.2013. The disclosure as required under the said Act as under:
ANNUAL REPORT 12-13
40. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
40
LeaveEncashment
(Unfunded)
1 Current Service Cost 269,730 99,165
247,017 16,182
2 Interest Cost 45,448 21,024
40,206 25,213
3 Expected Return on Plan Assets (29,034) —
(26,883) —
4 Curtailment Cost / (Credit) — —
— —
5 Settlement Cost / (Credit) — —
— —
6 Past Service Cost — —
— —
7 Actuarial Losses / (Gains) (112,827) 18,966
(209,346) 91,760
8 Total expense recognized in the Statement of Profit & Loss 173,317 139,155
50,994 133,155
II Actuarial Returns for the period ended March, 2013 — —
III Net Asset / (Liability) recognized in Balance Sheet
as at March 31, 2013
1 Present Value of Defined Benefit Obligation 815,123 348,204
550,888 254,837
2 Fair Value on Plan Assets 1,479,033 —
362,921 —
3 Status [Surplus/(Deficit)] 663,910 (348,204)
(187,967) (254,837)
4 Unrecognised Past Service Cost — —
— —
5 Net Asset/(Liability) recognized in Balance Sheet 663,910 (348,204)
(187,967) (254,837)
Gratuity
(Funded)
I. Components Employer Expense
10) Defined Benefit Plans / Long Term Compensated Absences – as per Actuarial Valuations as on March 31, 2013 and
recognized in the financial statements in respect of Employee Benefit Schemes. ( Amount in ` )
Note 19 : Significant Accounting Policies and Notes on Accounts for the year
ended 31st March, 2013
a) Principal amount due to suppliers under MSMED Act Nil
b) Interest due to suppliers as above Nil
c) Any payment made to suppliers beyond appointed date (under Section 16 of the Act) Nil
d) Interest due and payable to suppliers under MSMED Act Nil
e) Interest accrued and remaining unpaid as at 31.03.2013 Nil
f) Interest remaining due and payable as per Section 23 of the Act Nil
41. 41
IV Change in Defined Benefit Obligations (DBO)
duringthe yearendedMarch31,2013
1 Present Value of DBO at the Beginning of Period 550,888 254,837
473,011 296,625
2 Current Service Cost 269,730 99,165
247,017 16,182
3 Interest Cost 45,448 21,024
40,206 25,213
4 Curtailment Cost / (Credit) — —
— —
5 Settlement Cost / (Credit) — —
— —
6 Plan Amendments — —
— —
7 Acquisitions — —
— —
8 Actuarial (Gains)/Losses (50,943) 18,966
(209,346) 91,760
9 Benefits Paid — (45,788)
— (174,943)
10 PresentValueofDBOattheEndofPeriod 815,123 348,204
550,888 254,837
V ChangeinFairValueofAssetsduringthe
yearendedMarch31,2013
1 Plan Assets at the Beginning of Period 362,921 —
336,038 —
2 Acquisition Adjustment — —
— —
3 Expected Return on Plan Assets 29,034 —
26,883 —
4 Actuarial Gains/(Losses) 61,884 —
— —
5 Actual Company Contribution 1,025,194 45,788
— 174,943
6 Benefits Paid — (45,788)
— (174,943)
7 Present Value of DBO at the End of Period 1,479,033 —
362,921 —
Gratuity
(Funded)
Leave Encashment
(Unfunded)
Note 19 : Significant Accounting Policies and Notes on Accounts for the year
ended 31st March, 2013
( Amount in ` )
ANNUAL REPORT 12-13
42. USHA MARTIN EDUCATION & SOLUTIONS LIMITED
42
VI Actuarial Assumptions
1. Discount Rate (%) 8.25% 8.25%
2. Expected Return on Plan Assets (%) 8.00% —
The estimates of future salary increases, considered in actuarial valuations take account of inflation, seniority,
promotion and other relevant factors such as supply and demand factors in the employment market.
Figures in normal font relate to previous year
11) Balances of Sundry Debtors, Sundry Creditors and Loans and Advances (Dr. & Cr.) are subject to confirmation from the
respective parties.
12) Previous year figures have been regrouped / rearranged wherever necessary.
Note 19 : Significant Accounting Policies and Notes on Accounts for the year
ended 31st March, 2013
(S.S. Gupta)
Proprietor
Membership No. 17897
For and on behalf of
S.SWARUP & CO.
Chartered Accountants
Firm Registration No. 310089E
Place : Kolkata
Dated : 7th May, 2013
Prashant Jhawar
Debjit Bhattacharya
R. N. Chakraborty
Chairman
Whole-time Director
Company Secretary
On behalf of the Board
43. 43
Cash Flow Statement for the Year Ended 31st March, 2013
For the year ended
31st March, 2012
( ` )( ` )( ` )
For the year ended
31stMarch,2013
( ` )
6,407,701
2,358,630
(139,465)
1,103,669
(533,211)
312,472
52,470
99,891
(19,715,231)
11,667,593
(3,411,369)
_
80,565
4,302,575
9,662,157
13,964,732
(8,047,638)
5,917,094
(1,917,357)
3,999,737
(3,330,804)
9,561,359
(415)
(128,772)
499,171
(872,157)
168,364
1,296,992
(47,452)
(2,340,020)
(2,486,007)
(5,592,490)
190,761
94,193
5,005,532
10,477,090
15,482,622
(4,826,027)
10,656,595
(3,415,707)
7,240,888
(5,307,536)
A. Cash flow from Operating Activities :
Net Profit/(Loss) before Taxation
Adjustments for :
Depreciation
Profit/(Loss) on Sale of Fixed Assets
Interest Income
Finance costs
Provisions/Liabilities no longer required written back
Provision for Gratuity/Leave Encashment
Bad Debts / Sundry balances written off
Unrealised Foreign Exchange (Gain)/Loss (net)
Operating profit before Working Capital changes
(Increase)/Decrease of Trade and other receivables
Increase/(Decrease) of Current Liabilities and
Other Provisions
Cash generated from/(used in) Operations
Direct taxes (paid)/refund (Net)
Net Cash from/(used in) Operating Activities
B. Cash flow from Investing Activities :
Purchase of Fixed Assets
Proceeds from Sale of Assets
Interest received from Bank/Others
Net cash used in Investing Activities
ANNUAL REPORT 12-13
