annual report 2008 09

16th

ANNUAL REPORT2013

Contents

Corporate Information................................. 2

Notice........................................................... 3

Directors Report.......................................... 6

Management Discussion and Analysis...... 10

Corporate Governance Report................... 12

Auditors Report........................................... 23

Balance Sheet.............................................. 26

Statement of Profit & Loss............................ 27

Notes to Accounts................................... 28

Cash Flow Statement................................... 43

Consolidated Accounts................................ 45

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.

AuditorsS. 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 091Tel.: +91 33 4013 4700, Fax: +91 33 4013 4800Website : www.umesl.co.inE-mail : [email protected]

Registrar and Transfer AgentMCS Limited77/2A, Hazra Road, Kolkata – 700 029Ph. : 033 2454 1892-93, Fax : 033 2454-1961E-mail : [email protected] : www.mcsdel.com

CORPORATE INFORMATION

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 091Dated : 7th May, 2013


4

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE MEETING) IS ENTITLED TOAPPOINT A PROXY AND, IN CASE OF A POLL, VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE AMEMBER OF THE COMPANY.

2. Proxy form in order to be effective, must be duly stamped, executed and reach the Registered Office of the Company notlater 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 boardresolution, pursuant to Section 187 of the Companies Act, 1956, authorizing their representative to attend and vote at theMeeting.

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 shareholdersin respect of the shares held by them. Nomination forms can be obtained from the Registered Office and/or Registrarand 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 ofthis notice.

7. The Register of Members and the Share Transfer Book of the Company will remain closed from 25th July 2013 to 1st August2013 (both days inclusive).

8. Members are requested to intimate to the Company queries, if any, on the Accounts at least 10 days before the meetingto 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 ofequity 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 bankparticulars,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 numberand 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 requestedto register their email address either with the Registrar and Transfer Agents of the Company, i.e., MCS Ltd or with theirDepositories for electronic communication.

12. Equity shares of the Company are under compulsory Demat trading by all investors. Those members, who have notdematerialised 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 theCompany’s Registrar and Transfer Agent, MCS Limited, to enable the Company to consolidate their shareholding in onefolio.

14. All documents referred to in the Notice and Explanatory Statement are open for inspection at the Registered Office of theCompany 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 29thJanuary, 2013,to hold office as such with effect from 1st March, 2013 for another period of two years subject to the approval of the membersat 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 Indiawith more than 17 years of experience. He has vast experience of working in various industry verticals and has been working inIT industry for more than 10 years. Prior to joining the Company, he has served Bonsai Network India Pvt. Ltd., Compaq

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 MartinEducation 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 hencerecommend 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-timeDirector. No other Director of the Company is interested in this resolution.

Name of Director Shri Prashant Jhawar Shri Rahul Chaudhary Shri Subrata KumarMitra

Shri DebjitBhattacharya

Date of Birth

Date ofAppointment

Qualification

Expertise in specificfunctional areas

List of outsideDirectorship heldexcluding AlternateDirectorship andPrivate companies ason 31st March, 2013

Chairman/Member ofthe Committee of theBoard of Directors ofthe Company as on31st March, 2013

Chairman/Member ofthe Committee of theBoard of Directors ofother Companies as on31st March, 2013

6th Aprill 1963

4th March, 2000

B.Com, ManagementDevelopment inWharton BusinessSchool

Management

Usha Martin Ltd.Usha Breco Realty Ltd.

l Usha Breco Ltd.Usha Breco EducationInfrastructure Ltd.KGVK Social

Enterprises Ltd.KGVK Rural

Enterprise Ltd.

NIL

NIL

31st May, 1972

28th January, 2008

B.Com, FCA, ACS,AICWA

Accounts, Finance andSecretarial

NIL

Audit Committee Remuneration

Committee

NIL

16th January, 1948

3rd March, 2010

MSc, MBA

Structuring projectfinances, StrategicAdvising and Assetmanagement

HexawareTechnologies Ltd.SKP Securities Ltd.Mangal KeshavHoldings Ltd.Mangal KeshavSecurities Ltd.AMR Construction Ltd.LIC Mutual FundAMC Ltd.

Shareholders &InvestorsGrievanceCommittee

2nd April, 1967

1st March, 2009

B.Com, AICWA

Accounts, Finance

NIL

NIL

NILAudit Committee ofLIC Mutual FundAMC Limited.

The information/details to be provided under Clause 49 of the Equity Listing Agreement on Corporate Governance for theappointment/reappointement of Directors for the aforesaid directors are as under:


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 theCompany for the financial year ended 31st March, 2013.

Financial Results:( ` in Lakh)

Standalone Consolidated

Particulars Year ended Year ended Year ended Year ended31.3.2013 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)

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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

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

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

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 andproductive 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 andemergent demand, there is huge need of investments in the Indian education sector. Currently, education is primarily handled bythe government through its infrastructure and budget outlays. But given the small budget outlays and complex regulatorystructure, 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 penetrationof educational segments such as Pre-school, Information & Communication Technology (ICT) in schools etc, the market size of theIndian Education industry aggregated ` 3.46 lakh crore during FY12. Importantly, over the years, the role of private sector ineducation 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 presentsa 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 beensuccessful 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 rapidpace.

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 undergraduatecourses.During the current year under review, your Company has successfully trained and provided placement assistanceto 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 ANALYSISThe 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

The wholly owned subsidiary of your Company, Usha Martin Education Private Limited (“UMEPL”) is engaged in providingallied services to the schools originally set up under a trust by the name ‘Usha Martin School’ and currently functioning atvarious locations of West Bengal and Bihar. UMEPL also registered and/or applied for registration of brand names under itsumbrella for using those in school related services. However, as was stated in the Directors’ Report, UMEPL has decided to sellits 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 increasedfocus on capacity building presents a unique opportunity for growth of education business. Since majority of the Indian Statesare still not properly equipped to provide sufficient higher education to all the prospective students of the country, there is anopportunity 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. Thistrend is expected to continue for some times in the future also. A major aspect of higher education is the ability to be employmentready at the earliest. Hence there is always a chance factor in growth of the business of your Company which is majorlydependent on employment scenario.

Further there are normal risk factors of the Governmental policies which pose a deterrent to entry of private players in educationbusiness.

Adequacy of Internal Controls

Company is equipped with a proper and adequate system of internal controls for maintaining proper accounting cost controland 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 fromunauthorized use or disposition, and transactions are authorized, recorded, and reported correctly. The internal control systemis 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 ofbusiness it has inducted experienced senior level as well as middle level management professionals, useful for this sector. TheCompany, 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 levelsfor 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 expectationsor beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressedor 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-lookingstatements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue relianceon these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financialstatements 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

Name Designation

No. ofEquitySharesheld

No. of outsideCommittee position

held #

No. ofOutside

Directorshipheld @

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 ThreeNon-Executive /Independent FiveExecutive 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 continuousbasis. Corporate Governance is an integral part of Management. Any practical Corporate Governance Policy must provideempowerment of the Management to meet their obligations to the stakeholders at all level together with a check on theManagement to ensure that the power vested on them are used with utmost care and responsibilities and not misused. YourCompany’s Management believes in attainment of excellence, growth and value creation and in pursuit of that it continuouslyendevours 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-ExecutiveDirectors 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 (asspecified under Clause 49(I)(C) (ii) of the Equity Listing Agreement), across all the companies in which he is a Director. All theDirectors have furnished a notice of disclosure of interest as specified under Section 299(1) of the Companies Act, 1956. TheCompany maintains Register of Contracts and details of companies and firms in which Directors are interested as providedunder 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 officialsare 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 and29th January, 2013

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. Allstatutory and other significant and material information including information mentioned in Annexure IA of the Equity ListingAgreement is placed before the Board to enable it to discharge its responsibilities of strategic supervision of the Company astrustees of the members. The Company has an effective post-meeting follow-up mechanism in place. Action Taken Report ondecisions 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 applicableto 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 thesame has been circulated to all concerned and is also hosted on the website of the Company. As per clause 49 of the EquityListing Agreement, the Board Members and Senior Executives of the Management have given their declarations confirmingcompliance 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 alsomeets 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 CommitteeMembers. 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

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 androle 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 thefinancial statement is correct, sufficient and credible.

3. To review before submission to the Board the quarterly, half yearly and annual financial statements, ManagementDiscussion and Analysis and significant Related Party Transactions.

4. To review adequacy of internal control system and ensure compliance with the same including holding of discussionsregarding 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 auditorsfor any other services rendered.

6. To review the adequacy and the structure of the internal audit function, staffing, reporting structure and frequency ofinternal 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 isexisting.

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 internalaudit 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 followingmembers:

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 andrecommend 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 ofreference 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

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 ofAssociation of the Company, if approved by the Board. The Non Executive Directors were not paid any commission or any otherremuneration during the financial year under review.

For attending Audit Committee Meetings

ExecutiveDirector

Relationshipwith otherDirectors

Businessrelationshipwith theCompany

All elements ofremunerationpackage

Fixedcomponents andperformancelinked incentives

Servicecontracts,noticeperiod

Stockoptionsdetails, if any

Shri DebjitBhattacharya

None Whole-timeDirector

Pl. see notebelow

Pl. see notebelow

Pl. see notebelow

Pl. see notebelow

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 itsnecessary consideration and approval. The remuneration of the Executive Director is also approved by the members at theGeneral 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


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



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 mattersspecified 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 ofdeclared dividends etc.

3) To uphold the basic rights to transfer and registration of shares, redressal of complaints, obtaining relevant informationon 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 theCompany 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

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 isappointed as one of the Director of subsidiary company. The minutes of proceedings of meetings of the Board of Directors ofsubsidiary companies are placed before the Board of Directors of the Company and attention of the directors is drawn tosignificant 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 theCompany with its Promoters, Directors or Management, their subsidiaries or relatives etc. that may have potential conflict withthe 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 Exchangesor 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 AccountingStandards issued by the Institute of Chartered Accountants of India from time to time, Indian GAAP, provisions of the CompaniesAct, 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 theyhave no personal interest in any material, commercial and financial transactions that may have potential conflict with the interestof 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 admittedcapital 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 agreementwith 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 wereappointed/ 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 evaluatingnon-executive Board Members and Whistle Blower Policy will be implemented by the Company as and when required and / ordeemed 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 theaudited financial results are announced within 60 days of the end of financial year. The results are published in one EnglishNewspaper and a vernacular (Bengali) Newspaper. The results are also promptly forwarded to stock exchanges in which theshares of the Company are listed.


18

Press Releases

Official press releases on performance of the Company, significant corporate decisions/activities, etc., are promptly forwardedto 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 informationis 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 andCorporate 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 exchangesfor 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 andCode Number Stock Exchange Scrip Code

Equity Shares Bombay Stock Exchange Ltd. 532398Phiroze Jeejeebhoy Towers, UMESLDalal StreetMumbai – 400 001

National Stock Exchange of India Ltd. UMESLTDExchange Plaza5th Floor, Plot No.C/1G Block Bandra Kurla ComplexBandra (E) Mumbai – 400 051

19

Global Depository Receipt (GDRs) Societè de la Bourse de Luxembourg UMIFGSociete 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 LimitedSecurities Market Services,1st floor,Empire complex, Senapati Bapat Marg,Lower Parel, Mumbai – 400 013

ISIN Fully paid up equity shares:ISIN INE240C01028GDRs : US91730W1053

Registrar and Transfer Agents M/s. MCS Limited77/2A, Hazra Road, Kolkata-700 029Tel.:033-2454-1892/93, 033-40724052/53Fax : 033-2454-1961Website : www.mcsdel.comE-mail : [email protected]

Address for correspondence / enquiry Usha Martin Education & Solutions LimitedPS. Srijan Tech Park, 5th Floor, DN-52Sector V, Salt Lake, Kolkata-700 91Email: [email protected]

High Low High Low

Mar 13 7.35 6.80 7.50 6.18Feb 13 8.80 8.50 8.74 6.75Jan 13 10.65 10.15 10.64 8.44Dec 12 12.45 11.90 12.20 9.40Nov 12 12.10 10.50 12.30 7.95Oct 12 10.70 9.70 10.54 8.50Sep 12 9.90 9.20 9.79 8.05Aug 12 9.85 9.45 10.10 8.57Jul 12 11.85 11.25 11.98 9.15Jun 12 15.00 13.55 14.75 8.90May 12 11.70 10.25 11.42 8.26Apr 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 ofShareholders

Number ofShares

ANNUAL REPORT 12-13

Dematerialization of Shares and Liquidity as on 31st March, 2013The shares of the Company are compulsorily traded in dematerialized form. In order to facilitate the members to dematerializethe shares, the Company has an agreement with NSDL and CDSL. The summarized position of members in physical and Dematsegment as on 31st March, 2013 is as under:

Type ofShareholding

Physical 620737 2.35

Demat – NSDL 23801201 90.10

Demat – CDSL 1993873 7.55

Total 26415811 100.00

Number ofShares

Percentage ofTotal Shareholding


20

Performance of Company’s Shares vis-a-vis BSE SensexComparison of monthly closing price of the Company withmonthly closing BSE Sensex during the period April 2012 toMarch, 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 applicationfor transfers, transmission, sub division and consolidation. As the Company’s shares are currently traded in dematerializedform, 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 Registrardirectly to the transferees. A committee of the members of the Board is also formed to approve the share transfer on afortnightly 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 March2013

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

CategoryNo. of

Shareholders% of

ShareholdersNo. of

Shares held% of

Shareholding

21

CEO & CFO Certification

Debjit BhattacharyaWhole-time Director

Place: KolkataDate: 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 asunder 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 yearended 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 ofmy knowledge and belief :

i. these statements do not contain any materially untrue statement or omit any material fact or contain statementsthat might be misleading;

ii. these statements together present a true and fair view of the company’s affairs and are in compliance withexisting 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 theyear 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 haveevaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and havedisclosed 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 notesto the financial statements; and

iii. instances of significant fraud of which they have become aware and the involvement therein, if any, of themanagement or an employee having a significant role in the Company’s internal control system over financialreporting.

ANNUAL REPORT 12-13


22

We have reviewed the compliance of conditions of Corporate Governance by Usha Martin Education & Solutions Limited, forthe year ended March 31, 2013, as stipulated in Clause 49 of the Equity Listing Agreement of the said Company with StockExchange(s) in India.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limitedto procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of theCorporate 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 hascomplied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreements; through theCompany’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 viabilityof 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 : KolkataDate : May 7, 2013

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 whichcomprises the balance sheet as at 31st March 2013, the Statement of Profit and Loss and Cash Flow of the Company for the yearthen 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 financialposition 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 maintenanceof internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and arefree 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 inaccordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether thefinancial 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 thefinancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controlrelevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures thatare appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used andthe reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of thefinancial 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 theinformation required by the Act in the manner so required and give a true and fair view in conformity with the accountingprinciples 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 5of 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 necessaryfor 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 fromour examination of those books;

c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreementwith the books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the AccountingStandards referred to in subsection (3C) of section 211 of the Companies Act, 1956;


24

In terms of the information and explanations given to us and the books and records examined by us in the normal course of auditand 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 situationof fixed assets.

(b) All fixed assets were physically verified by the management during the year. As informed no material discrepancieswere noticed on such verification.

(c) Since there was no significant/substantial disposal of fixed assets during the year, the same has not affected thecompany 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 partiescovered in the register maintained under sec.301 of the Companies Act, 1956 so clause 4(iii) of the Order is notapplicable.

(iv) In our opinion and according to the information and explanations given to us, it appears that there are adequate internalcontrol procedures commensurate with the size of the company and nature of its business for the purchase of fixed assetsand for the sale of services. In our opinion there is no continuing failure to correct major weaknesses in internal controlsystem.

(v) According to the information and explanations provided by the management, the company has entered therein thecontracts or arrangements that need to be entered into the register maintained u/s.301 of the Companies Act, 1956. Allsuch transactions have been made at prices which are reasonable having regard to the prevailing market prices at therelevant 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 applicableto 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 theBoard of Directors, none of the directors is disqualified as on March 31st, 2013, from being appointed as a director interms 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 section441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in whichsuch cess is to be paid, no cess is due and payable by the Company.


Firm Registration No. 310089ES .S. Gupta(Proprietor)

Membership No. 17897Place : KolkataDate : May 7, 2013

25

Place : Kolkata

Date : May 7, 2013




(ix) (a) As per records produced before us, the company is generally regular in depositing undisputed statutory dues likeProvident 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 theappropriate authorities and there were no arrears of such dues at the year end which have remained outstandingfor 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 thefinancial 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 hasnot defaulted in the repayment of dues to any financial institution or banks. No debentures have been issued by thecompany 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, thecompany has not granted any loans and advances on the basis of security by way of pledge of shares, debentures andother securities.

(xiii) In our opinion, the company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society and therefore the provisionsof 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 byothers 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 findthat 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 preferentialallotment 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 respectthereof 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 theCompany, has been noticed or reported during the year.

ANNUAL REPORT 12-13


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

12

3

456

TOTAL

7

8910

111213

TOTAL

19

26,415,811188,114,104

1,298,170

17,082,51410,938,2767,896,052

251,744,927

30,631,907576,039

160,500,0007,490,8442,028,641

33,118,0122,442,634

14,956,850

251,744,927

26,415,811184,636,529

979,115

13,400,9553,530,5837,032,505

235,995,498

35,243,7641,319,144

160,500,0007,414,698

878,980

15,332,8852,877,370

12,428,657

235,995,498

As at31st March, 2012

(Amount in `)


( 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 ofBalance Sheet

(S.S. Gupta)

Proprietor


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

Statement of Profit and Loss for the Year Ended 31st March, 2013

I Revenue

Revenue from OperationsOther Income

II Total Revenue

III Expenses

Employee Benefit ExpenseFinance CostsDepreciation and Amortization ExpenseOperating 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


This is the Statement of Profit & Loss referred to in our report ofeven date

1415

1617

18

19

119,255,242672,676

119,927,918

38,790,2691,103,6696,407,701

69,323,704

115,625,343

4,302,575

825,000

3,477,575

0.130.13

128,035,2151,049,725

129,084,940

41,117,302 499,171

9,561,35972,901,576

124,079,408

5,005,532

955,000

4,050,532

0.150.15

For the Year Ended31st March, 2012

(Amount in ` )


(Amount in ̀ )

Note no.

The Notes referred to above form an integralpart of Statement of Profit & Loss

Particulars

ANNUAL REPORT 12-13

(S.S. Gupta)

Proprietor



S.SWARUP & CO.



Place : Kolkata


Prashant Jhawar

Debjit Bhattacharya

R. N. Chakraborty

Chairman

Whole-time Director

Company Secretary



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.


(Amount in `)


( 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 RedeemablePreference Shares of ̀ 50/- each(Previous year 1,000,000 Equity Shares of ` 50/- each)

b) Issued, Subscribed and Paid-up26,415,811 Equity Shares of ̀ 1/-(Previous year ` 1/-) each

250,000,000

26,415,811

26,415,811

200,000,000

50,000,000250,000,000

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 holderof ordinary shares is entitled to one vote per share and equal right for dividend. No preference and/or restrictions ondistribution 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 theBalance Sheet date.

g) i) No shares have been allotted or has been bought back by the Company during the period of five years preceding thedate 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 EquityShares as on 31.03.2013

% of EquityShares as on 31.03.2013



Name of the shareholders

29

Note : 2 - RESERVE AND SURPLUS

Securities Premium AccountAs per last Account

General Reserve Account ( see note below)As per last Balance SheetAdd: Transferred from Statement of Profit & Loss

Note: General Reserves are free reserve or undistributed profits and created out of appropriation of profits. The reserve iscreated based on the financial policy of the Company and discretion of the management. The reserve can be utilized for anygeneral purpose of the business which may include, meeting future liability or loss, strengthening the financial position of thebusiness/ expansion of business etc.


(Amount in `)


( Amount in ̀ )

120,249120,249

180,465,7484,050,532

184,516,280

184,636,529


120,249120,249

184,516,2803,477,575

187,993,855

188,114,104

Note : 3 - Long Term Provisions

Provision for Employee benefit- Gratuity (Funded)- Leave Encashment (Un-funded)

686,036293,079

979,115

914,605383,565

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 CustomersOther Payables

Statutory DuesCapital GoodsEmployees related liability

370,350

588,750147,690

2,423,793

3,530,583

143,500

5,064,550682,010

5,048,216

10,938,276

Note : 6 - Short Term Provisions

Provisions for TaxationProvision 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


30

A. T

ang

ible

Ass

ets

Bui

ldin

g1

0,8

80

,17

92

,59

2,6

47

_1

3,4

72

,82

62

47

,77

91

89

,25

6_

43

7,0

35

13

,03

5,7

91

10

,63

2,4

00

Pla

nt a

nd E

qui

pm

ent

23

,21

8,5

20

43

9,5

49

3,7

64

,62

31

9,8

93

,44

61

7,9

84

,39

23

,90

2,8

32

3,7

64

,61

61

8,1

22

,60

81

,77

0,8

38

5,2

34

,12

8

Offi

ce E

qui

pm

ent

4,6

73

,04

92

7,9

52

_4

,70

1,0

01

73

5,3

54

30

1,6

50

_1

,03

7,0

04

3,6

63

,99

73

,93

7,6

95

Furn

iture

& F

ixtu

res

17

,65

2,6

42

30

5,4

65

3,2

24

,16

81

4,7

33

,93

93

,56

0,7

21

1,0

79

,10

98

65

,54

53

,774

,28

51

0,9

59

,65

41

4,0

91

.921

Veh

icle

s1

,961

,06

4_

_1

,961

,06

461

3,4

44

14

5,9

93

_7

59

,43

71

,20

1,6

27

1,3

47

,62

0

58

,38

5,4

54

3,3

65

,61

36

,98

8,7

915

4,7

62

,27

62

3,1

41,6

90

5,6

18

,84

04

,63

0,1

61

24

,13

0,3

69

30

,63

1,9

07

35

,24

3,7

64

B. I

nta

ngib

le A

sset

s

So

ftwa

re3

,53

6,4

514

5,7

56

_ 3

,58

2,2

07

2,2

17,3

07

78

8,8

61_

3,0

06

,16

85

76

,03

91

,31

9,1

44

3,5

36

,451

45

,75

6_

3,5

82

,20

72

,21

7,3

07

78

8,8

61_

3,0

06

,16

85

76

,03

91

,31

9,1

44

Tota

l (A

) +

(B

)61

,92

1,9

05

3,4

11,3

69

6,9

88

,791

58

,34

4,4

83

25

,35

8,9

97

6,4

07

,70

14

,63

0,1

61

27

,13

6,5

37

31

,20

7,9

46

36

,56

2,9

08

Prev

ious

Yea

r5

6,7

85

,03

85

,59

2,4

90

45

5,6

23

61,9

21,9

05

16

,06

2,9

15

9,5

61,3

59

26

5,2

77

25

,35

8,9

97

36

,56

2,9

08

Note

s fo

rmin

g p

art

of B

ala

nce

Sh

eet

No

te :

7- F

ixed

Ass

ets

[ R

efer

Po

int 1

(b

) o

f No

te19

]

GR

OS

S B

LOC

K

Des

crip

tion

Ba

lanc

e a

s a

t31

st M

arc

h,2

01

2

Sale

s /A

djus

tmen

tsdu

ring

the

year

Ba

lanc

e a

s a

t31

st M

arc

h,2

01

3A

dd

itio

ns

As

at

31st

Ma

rch,

20

12

DEP

REC

IATI

ON

Dep

reci

atio

nC

harg

es fo

rth

e Ye

ar

Sale

s /A

djus

tmen

tsdu

ring

the

year

NET

BLO

CK

Ba

lanc

e a

s a

t3

1st

Ma

rch,

201

3

(Am

oun

t in

` )))) )

Ba

lanc

e a

s a

t31

st M

arc

h,2

01

3

Ba

lanc

e a

s a

t31

st M

arc

h,2

01

2

31

ANNUAL REPORT 12-13

Na

me

of t

he B

od

y C

orp

ora

te

As

at

31st

Ma

rch,

201

2

(Am

oun

t in

` )

As

at

31

st M

arc

h,2

01

3

(Am

oun

t in

` )

Sub

sid

iary

/A

sso

cia

te/J

V/

Co

ntro

lled

Ent

ity/O

the

rs

No

. of S

hare

s

201

3

20

12

Quo

ted

/U

nquo

ted

Part

y Pa

id/

Fully

Pa

id

Ex

tent

of

Ho

ldin

g

20

13

201

2

Wh

eth

er

Sta

ted

at

Cos

t

i) U

sha

Co

mm

unic

atio

ns T

echn

olo

gy

Fully

Pa

idLi

mite

d, B

ritis

h V

irg

in Is

land

s 9

,39

6,0

97

9,3

96

,09

7U

nquo

ted

upC

ost

55

,00

0,0

00

55

,00

0,0

00

ii) R

edte

ch N

etw

ork

Ind

ia P

riva

teLi

mite

d5

28

,97

45

28

,974

Unq

uote

dFu

lly P

aid

Co

st1

00

,00

0,0

00

10

0,0

00

,00

0(F

orm

erly

, Bo

nsa

i Net

wo

rk I

ndia

upPr

iva

te L

imite

d)

iii)

Ush

a M

art

in E

duc

atio

nFu

lly P

aid

Priv

ate

Lim

ited

Sub

sid

iary

55

0,0

00

55

0,0

00

Unq

uote

dup

10

01

00

Co

st5

,50

0,0

00

5,5

00

,00

0

Ag

gre

ga

te A

mo

unt

of

Unq

uote

d1

60

,50

0,0

00

16

0,5

00

,00

0In

vest

me

nt

Note

s fo

rmin

g p

art

of B

ala

nce

Sh

eet

No

te :

8- N

on

Cur

rent

Inve

stm

ents

Inve

stm

ent i

n Eq

uity

Inst

rum

ents


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 tobe received)

Prepaid expenses


(Amount in `)


( Amount in ̀ )

5,893,935

_

1,520,763

7,414,698


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)



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


(Amount in `)


( Amount in ̀ )


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


(Amount in ` )


(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

Notes forming part of Statement of Profit and Loss


(Amount in ` )


(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

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 yearended 31st March, 2013

ANNUAL REPORT 12-13


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:


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

Reimbursement of Expenses against services for setting ofEducation Centre /Income from Research report onEducation

2012-13( ̀ ) 2011-12 ( ̀ )

10,535,253 1,423,381

b) Earnings in foreign currency:


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. Thesame had been discontinued from the current year as there are practically no separate segments that need to bereported

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 andAssociates

( ̀ )

Key ManagementPersonnel

( ̀ )

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


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

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 ` )


6) Computation of Earning Per Equity Share (Basic and Diluted)

For the year ended For the year ended

31st March,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

Leave Encashment(Unfunded)

1 Current Service Cost 269,730 99,165247,017 16,182

2 Interest Cost 45,448 21,02440,206 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 173,317 139,15550,994 133,155

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 815,123 348,204550,888 254,837

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 andrecognized in the financial statements in respect of Employee Benefit Schemes. ( Amount in ` )


a) Principal amount due to suppliers under MSMED Act Nilb) Interest due to suppliers as above Nilc) Any payment made to suppliers beyond appointed date (under Section 16 of the Act) Nild) Interest due and payable to suppliers under MSMED Act Nile) Interest accrued and remaining unpaid as at 31.03.2013 Nilf) Interest remaining due and payable as per Section 23 of the Act Nil

41

IV Change in Defined Benefit Obligations (DBO)during the year ended March 31, 2013

1 Present Value of DBO at the Beginning of Period 550,888 254,837473,011 296,625


3 Interest Cost 45,448 21,02440,206 25,213



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 Present Value of DBO at the End of Period 815,123 348,204550,888 254,837

V Change in Fair Value of Assets during theyear ended March 31, 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)



( Amount in ` )

ANNUAL REPORT 12-13


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.


11) Balances of Sundry Debtors, Sundry Creditors and Loans and Advances (Dr. & Cr.) are subject to confirmation from therespective parties.

12) Previous year figures have been regrouped / rearranged wherever necessary.


(S.S. Gupta)

Proprietor



S.SWARUP & CO.



Place : Kolkata


Prashant Jhawar

Debjit Bhattacharya

R. N. Chakraborty

Chairman

Whole-time Director

Company Secretary


43

Cash Flow Statement for the Year Ended 31st March, 2013

For the year ended31st March, 2012

( ` )( ̀ )( ̀ )


( ` )

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


44


( ̀ )( ̀ )( ` )


( ̀ )

(1,103,669)

(1,103,669)

(434,736)

2,877,370

2,442,634

(434,736)

(499,171)

(499,171)

1,434,181

1,443,189

2,877,370

1,434,181

C. Cash flow from Financing Activities :

Finance costs

Net Cash from Financing Activities

Net increase/(Decrease) in cash and cash equivalents

Cash and Cash Equivalents at the beginning of the year

[Refer Note 12 to Accounts ]

Cash and Cash Equivalents at the end of the year

[Refer Note 12 to Accounts ]

Cash Flow Statement for the Year Ended 31st March, 2013

Notes :

1. The above Cash Flow Statement has been prepared under the Indirect method as set out in the Accounting Standard - 3on Cash Flow Statement issued by the Institute of Chartered Accountants of India.

2. Notes referred to above form an integral part of the Cash Flow Statement.

3. Previous year’s figures have been regrouped / rearranged wherever necessary.

This is the Cash Flow Statement referred to in our report of even date.

(S.S. Gupta)

Proprietor



S.SWARUP & CO.



Place : Kolkata


Prashant Jhawar

Debjit Bhattacharya

R. N. Chakraborty

Chairman

Whole-time Director

Company Secretary


45

Report on the Financial Statements

We have audited the accompanying consolidated financial statements of USHA MARTIN EDUCATION & SOLUTIONS LIMITEDand its subsidiaries, which comprises the balance sheet as at 31st March 2013, the Statement of Profit and Loss and Cash Flowof the Company for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of thefinancial 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 andmaintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted ouraudit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidatedfinancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of materialmisstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, theauditor considers internal control relevant to the Company’s preparation and fair presentation of the consolidated financialstatements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, aswell as evaluating the overall presentation of the consolidated 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 consolidated financialstatements give the information required by the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India:

(i) in the case of the Consolidated Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

(ii) in the case of the Consolidated Statement of Profit and Loss, of the Profit for the year ended on that date; and

(iii) in the case of Consolidated Cash Flow Statement, of cash flows for the year ended on that date.

Place : KolkataDate : May 7, 2013




ANNUAL REPORT 12-13Consolidated Accounts

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of USHA MARTIN EDUCATION & SOLUTIONS LIMITED


46

Consolidated 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(d) Other Current Assets


12

3

456

TOTAL

7

8910

11121314

TOTAL

20

26,415,811 189,160,729

1,471,772

23,172,381 11,305,811 7,899,185

259,425,689

36,545,715 1,111,600

155,000,000 7,490,844 2,568,506

35,878,743 3,019,671 17,477,674

332,936

259,425,689

26,415,811185,266,189

1,017,230

17,209,8364,127,8687,175,416

241,212,350

40,175,3702,165,034

155,000,0007,414,6981,544,853

15,805,3342,968,852

15,805,273332,936

241,212,350


(Amount in `)


( Amount in ̀ )

Note no.Particulars

(S.S. Gupta)

Proprietor



S.SWARUP & CO.



Place : Kolkata


Prashant Jhawar

Debjit Bhattacharya

R. N. Chakraborty

Chairman

Whole-time Director

Company Secretary


This is the Balance sheet referred to in our report of even date The notes referred to above form an integral part of theBalance Sheet

47

I Revenue

Revenue from OperationsOther Income

II Total Revenue

III Expenses

Employee Benefit ExpenseFinance CostsDepreciation and Amortization ExpenseOperating 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


1516

1718

19

20

155,055,2421,043,619

156,098,861

45,653,1181,103,6697,247,833

97,274,701

151,279,321

4,819,540

925,000

3,894,540

0.150.15

158,335,2151,814,681

160,149,896

50,124,0701,244,970

10,146,62193,161,671

154,677,332

5,472,564

1,035,000

4,437,564

0.170.17


(Amount in ` )


(Amount in ̀ )

Note no.

Consolidated Statement of Profit & Loss for the Year Ended 31st March, 2013

Particulars

(S.S. Gupta)

Proprietor



S.SWARUP & CO.



Place : Kolkata


Prashant Jhawar

Debjit Bhattacharya

R. N. Chakraborty

Chairman

Whole-time Director

Company Secretary


This is the Consolidated Statement of Profit & Loss referred to in

our report of even dateThe Notes referred to above form an integral part of

Consolidated Statement of Profit & Loss



48

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.


(Amount in `)


( 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 RedeemablePreference Shares of ̀ 50/- each(Previous year 1,000,000 Preference Shares of ` 50/- each)

b) Issued, Subscribed and Paid-up26,415,811 Equity Shares of ̀ 1/-(Previous year ` 1/-) each

250,000,000

26,415,811

26,415,811

200,000,000

50,000,000250,000,000

26,415,811

26,415,811

200,000,000

50,000,000

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. Eachholder of ordinary shares is entitled to one vote per share and equal right for dividend. No preference and/or restrictionson distribution of dividend and repayment of capital is attached to the above shares.

e) Usha Martin Education Private Limited is the only subsidiary of the Company and it is not holding any shares in theCompany

f) Shares in the Company held by each shareholder holding more than 5% as on balance sheet date

Notes forming part of Consolidated Balance Sheet

g) There are no shares reserved for issue under option and contracts /commitments for sale of shares /disinvestment as at theBalance Sheet date.

h) i) No shares have been allotted or has been bought back by the Company during the period of five years preceding thedate 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





Name of the shareholders

49

Note : 2 - RESERVE AND SURPLUS

Securities Premium AccountAs per last Account

General Reserve Account ( see note below)As per last Balance SheetAdd: Transfer from Statement of Profit & Loss

Note: General Reserves are free reserve or undistributed profits and created out of appropriation of profits. The reserve iscreated based on the financial policy of the Company and discretion of the management. The reserve can be utilized for anygeneral purpose of the business which may include, meeting future liability or loss, strengthening the financial position of thebusiness/ expansion of business etc.


(Amount in `)


( Amount in ̀ )

120,249

120,249

180,708,3764,437,564

185,145,940

185,266,189

120,249

120,249

185,145,9403,894,540

189,040,480

189,160,729

Note : 3 - Long Term Provisions

Provision for Employee benefit- Gratuity (Funded)- Leave Encashment (Un-funded)

686,036331,194

1,017,230

1,025,617446,155

1,471,772

Note : 4 - Trade Payables

For Supplies / Services

Accrued Expenses

13,155,732

4,054,104

17,209,836

13,672,613

9,499,768

23,172,381

Note : 5 - Other Current Liabilities

Advance Received from CustomersOther Payables

Statutory DuesCapital GoodsEmployees related liability

370,350

935,194251,249

2,571,075

4,127,868

143,500

5,262,506834,278

5,065,527

11,305,811

Note : 6 - Short Term Provisions

Provisions for TaxationProvision for Employee benefit

- Gratuity (Funded)- Leave Encashment (Un-funded)

7,151,492

11,492 12,432

7,175,416

7,835,532

47,59816,055

7,899,185




50

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ets

Bui

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0,8

80

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92

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2,6

47

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3,4

72

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62

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81

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6,9

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52

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52

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 valueto be received)

Prepaid expenses


(Amount in `)


( Amount in ̀ )

5,893,935

_

1,520,763

7,414,698

6,293,935

_

1,196,909

7,490,844

Note : 10 - Other Non-Current Assets



Interest Receivable

Gratuity (Funded with LIC of India)

Pre-Operative Expenses

500,000

42,942

336,038

665,873

1,544,853

500,000

101,842

1,633,727

332,937

2,568,506

Note : 11 - Trade Receivables

( 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

_

_

_

_

_

15,805,334

_

15,805,334

15,805,334

_

_

_

_

_

35,878,743

_

35,878,743

35,878,743


Note : 12 - Cash and Cash Equivalents

Cash on Hand

Balances with Banks

Cash Credit Account (For Security refer Point No. 3 of Note- 20)



Less: Non Current portion transferred to Other Non-Current Assets

100,659

1,716,206

1,151,987

_

2,968,852

500,000

500,000

500,000

500,000

35,833

2,511,410

472,428

_

3,019,671

53

Note : 15 - Revenue from Operations

Income from Learning Business

(Tax deducted at Source `. 2,719,783/- , Previous Year `. 4,310,896/-)

158,335,215

158,335,215

155,055,242

155,055,242

Note : 13 - Short Term Loans and Advances

Other Loans and Advances (Recoverable in Cash or in kind or for value tobe received)

Advance Payment of Taxes

Advance against supplies of Goods and Services

Prepaid Expenses

Advance /Loans to Employees


( Amount in ` )


( Amount in ̀ )

13,969,217

410,040

956,755

469,261

15,805,273

14,256,671

1,178,708

1,593,956

448,339

17,477,674

Note : 14 - Other Current Assets

Pre-Operative Expenses 332,936

332,936

332,936

332,936



Note : 16 - Other Income

Interest Income on

Bank (Tax deducted at Source ̀ . 19,495/- , Previous Year. ̀ . 9,084/-)

Others (Tax deducted at Source ̀ . Nil, Previous Year `. 72,110/-)

Liabilities no longer required written back

Prior period Income

Foreign Exchange Fluctuation Gain (Net)

Profit on Sale of Fixed Assets

Miscellaneous receipts

128,772

721,096

916,017

929

47,452

415

_

1,814,681

241,589

169,500

626,299

_

_

_

6,231

1,043,619

Note : 17 - Employee Benefit expense

Salaries and Bonus

Contribution to Provident Fund and other Funds

Staff Welfare Expenses

47,213,366

2,394,360

516,344

50,124,070

42,357,551

2,686,706

608,861

45,653,118


(Amount in ` )


(Amount in ̀ )

Notes forming part of Consolidated Statement of Profit and Loss


54

Note : 18 - Finance Costs

(No Borrowing Cost has been Capitalized during the year)

Interest on Working Capital Loan from Bank

Other Borrowing Cost

Others

318,974

910,473

15,523

1,244,970

316,543

787,126_

1,103,669

Note : 19 - Operating and Administrative Expenses

Travelling and Conveyance

Communication

Power

Maintenance expenses

Rent

Lease Rent

Insurance

Computer Consumables

Co- Curricular Activities

Professional and Consultancy charges

Legal & Secreterial

Marketing and Advertisement

Business Development

Printing and Stationery

Facility Management Services

Donation

Brokerage/ Commission

Hire charges

Recruitment expenses

Registration and Courseware

Directors Meeting Fees

Pre-Operative Expenses written Off

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

5,846,632

2,113,136

4,298,470

7,032,029

7,717,216

300,000

555,782

571,678

1,332,800

21,077,432

670,283

21,831,893

96,504

1,633,314

4,643,236

100,000

490,000

4,930,525

413,051

1,980,671

82,000

332,936

155,000

252,200

_

112,054

_

1,636,992

2,955,837

93,161,671

7,971,6351,986,460

4,668,388

8,559,176

6,713,006

300,000

775,025

954,907

930,310

22,441,340

750,310

20,788,151

67,066

1,619,739

4,872,280

66,000

541,000

3,617,686

50,900

1,095,509

78,000

332,936

155,000

2,482,477

2,358,630

293,758

99,891

52,898

2,652,223

97,274,701

115,000

40,000

115,000

40,000

Notes forming part of Consolidated Statement of Profit and Loss


(Amount in ` )


(Amount in ̀ )

55

1 SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation

a) The consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 (AS-21) -‘Consolidated Financial Statements’. These financial statements comprise Usha Martin Education & Solutions Limitedand its wholly owned subsidiary Usha Martin Education Private Limited. The financial statements of each of thesecompanies are prepared using uniform accounting policies in accordance with the generally accepted accountingprinciples in India.

b) The Company has one subsidiary Company named Usha Martin Education Private Limited which has been consideredin the preparation of these consolidated financial statements.

2 The financial statements of the Company are prepared on accrual basis and under historical cost convention. Thesignificant accounting policies adopted by the Company are detailed below:

a) Consolidation

Consolidated Financial Statements relate to Usha Martin Education & Solutions Limited, Parent Company and itssubsidiary. The Consolidated Financial Statements are in conformity with the Accounting Standard (AS)-21 onConsolidated Financial Statements, prescribed under the Companies Act,1956 (the ‘Act’) and are prepared as setout below:

The financial statements of the Parent Company and its subsidiary have been combined on a line by line basis byadding together book values of like items of assets, liabilities, income and expenses after adjustments/elimination ofinter-company balances and transactions.

The paid up share capital of the subsidiary company comprises of `.5,500,010/- divided into 550,001 equityshares of ̀ 10/- each out of which 550,000 shares are held by the parent company and one shares is held by eachnominee beneficial interest of which vests in the parent company.

The consolidated financial statements relate to Usha Martin Education & Solutions Limited, Parent Company and itssubsidiary, Usha Martin Education Private Limited, which is incorporated in India, and in which the company owns100% of Equity Shares.

The consolidated financial statements are prepared by adopting uniform accounting policies for like transactionsand other events in similar circumstances in all material respect and are presented to the extent possible, in the samemanner as the Parent Company’s separate financial statements.

As the operation of the subsidiary company started from 1st April 2010, all the expenditure prior to 1st April 2010has been shown under Pre-operative expenses which will be written off over a period of five years.

b) Fixed Assets and Depreciation

Fixed assets comprising both tangible and intangible items are stated at cost less depreciation. The Companycapitalizes all costs relating to acquisition of fixed assets. Cost of Software expected to be used on long-term basisis capitalized.

Depreciation (including amortization) on fixed assets is provided using straight-line method (SLM) at the ratesprescribed in schedule XIV of the Companies Act 1956, other than Computer & Computer Software which aredepreciated under SLM over a period of 3 years. Laptops provided to students are depreciated on SLM basis overa 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 thana 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:

Note 20 : Significant Accounting policies and Notes on Accounts for the yearended 31st March, 2013



56

_ The revenue from time and material contracts is recognized on the basis of the time spent and materials consumedas per the terms of the contract.

_ In case of fixed price contracts revenue is recognized on percentage completion basis based on milestonesdefined 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 requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent liabilities at the date of the financial statements and the results of operations during thereporting period. Although these estimates are based upon management’s best knowledge of current events andactions, 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 normaloperating 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 leasttwelve months after the reporting date or

(v) The Company does not have an unconditional right to defer settlement of the liability for at least twelvemonths after the reporting date.

g) Foreign Currency Transactions

Transactions in foreign currency are accounted for at the rates prevailing on the date of the transaction. Monetaryassets and liabilities in foreign currencies at the year-end are restated at the exchange rates prevailing on thatdate. Gain/loss arising out of exchange fluctuation on settlement or such restatement are accounted for in theStatement of Profit and Loss account, except to the extent these relate to acquisition of fixed assets, in which casethese 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 actuarialvaluation 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 termEmployee benefits (e.g. long-service leave) and post employments benefits (e.g. gratuity), both funded andunfunded, 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 timingdifferences, being the difference between taxable income and accounting income that originate in one period andare capable of reversal in one or more subsequent periods and is measured using tax rates and laws that havebeen enacted or substantively enacted by the Balance Sheet date. Deferred tax assets / liabilities are reviewed ateach Balance Sheet date.


57

k) Borrowing Cost

Borrowing cost attributable to the acquisition and contribution of qualifying assets are added to the cost up todate when such assets are ready for their intended use. Other borrowing costs are recognized as expense in theperiod in which these are incurred.

l) Contingencies

Contingencies, which can be reasonably ascertained, are provided for if, in the opinion of the Company, there isa 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 financialaffairs of the Company are disclosed.

n) Miscellaneous Expenditure

Pre-operating expenses are to be written off over a period of five years. Accordingly, one-fifth of the Pre-operatingexpenses as on 31.03.2010 have been charged as expenses during the year.

3) 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. Theabove loan is also collaterally secured by first charge by way of hypothecation of movable fixed assets of theCompany.As on 31st March, 2013 there was no outstanding balance on the working capital facility as provided by IDBIBank Ltd.

4) Foreign Currency Earnings & Outgo:

a) Expenditure in foreign currency:


b) Earnings in foreign currency:

5) 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 -

Rahul Choudhary Key Managerial Personnel

Debjit Bhattacharya (Whole-time Director) Key Managerial Personnel

Listing Fees

Foreign Travel

Consultancy

2012-13( ̀ ) 2011-12 ( ̀ )

181,141

703,386

53,209

168,125

420,024

_

Reimbursement of Expenses against services for setting ofEducation Centre /Income from Research report onEducation

2012-13( ̀ ) 2011-12 ( ̀ )

10,535,253 1,423,381



58


ii) Particulars of Transactions during the year ended 31st March, 2013

6) The Segment Information for the year ended 31st March,2013I (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 bereported

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.


Particulars Subsidiaries andAssociates

( ̀ )

Key ManagementPersonel

( ` )

Rent Paid (including lease Rent) 684,750 —660,000 —

Directors’ Remuneration — 1,489,346— 1,475,000

Income from Training 7,800,000 —6,000,000 —

Balances outstanding at the year end

Usha Martin Limited- lease Rent — —

300,000 —

Investment in Equity and Preference Shares Refer Note No. 8

to Accounts-do-

II Segment Revenues, Results and Other Information

Revenue from Operations — — —7,149,554 151,185,661 158,335,215

Other Income — — —155,728 1,658,953 1,814,681

Segment Revenues — — —7,305,282 152,844,614 160,149,896

Segment Results [Profit/(Loss)] before interest,taxation and un-allocable expenditure — — —

2,793,892 5,088,173 7,882,065

Segment Assets — — —561,179 83,816,324 84,377,503

Segment Liabilities — — —2,183,944 19,858,878 22,042,822

Capital Expenditure — — —— 8,189,025 8,189,025

Depreciation — — —52,662 10,093,959 10,146,621

Software & Consultancy Learning TotalParticulars

( Amount in ` )

59

III Reconciliation of Reportable Segments with the Financial Statements

Liabilities*Particulars AssetsResultsRevenues

Total of Reportable Segments — — — —

159,300,028 7,882,065 84,377,503 22,042,822

Corporate – Unallocated (Net) — — — —

— (2,014,399) 155,500,000 —

Finance Cost — — — —

— (1,244,970) — —

Interest Income — — — —

849,868 849,868 — —

As per Financial Statements — — — —

160,149,896 5,472,564 @ 239,877,503 22,042,822

( Amount in ` )

Figures above are for FY’2011-12*Excluding Shareholders’ Funds@ Profit before taxation.


Revenues from operation 144,519,989 10,535,253 155,055,242

Total Assets 259,425,679 _ 259,425,679

Capital Expenditure 4,923,374 _ 4,923,374

Domestic Exports Total

IV Secondary Segment Reporting (by Geographical Segments)( Amount in ` )

7 ) Computation of Earning Per Equity Share (Basic and Diluted)

For the year ended For the year ended31st March,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 toEquity Shareholders- ̀ .Net Profit/(Loss) after Taxation 3,894,540 4,437,564

Basic Earning per Share [(b)/(a)(iii)]- `. 0.15 0.17

(II) Diluted(a) Diluted Potential Equity Shares _ _

(b) Diluted Earning per Share [I(b)/I(a)(iii)]- ̀ . 0.15 0.17



60

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



2 Interest Cost 50,258 24,22940,206 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) (125,814) 67,396(209,346) 131,826

8 Total expense recognized in the Statement of Profit & Loss 224,646 212,77250,994 173,221

Gratuity(Funded)

I. Components Employer Expenses

11) Defined Benefit Plans / Long Term Compensated Absences – as per Actuarial Valuations as on March 31, 2012 andrecognized in the financial statements in respect of Employee Benefit Schemes. ( Amount in ` )

8 ) Minimum Managerial Remuneration paid/payable

2012-13 2011-12

( ` ) ( ` ) ( ` ) ( ` )

(a) Whole-time 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


9) 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 beadjusted in the subsequent years, is not ascertainable with virtual certainty at this stage and accordingly the same has notbeen recognized in the accounts on prudent basis.

10) 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:

61



II Actuarial Returns for the year ended March, 2013 — —

III Net Asset / (Liability) recognized in Balance Sheetas at March 31, 2013

1 Present Value of Defined Benefit Obligation 926,575 413,487550,888 294,903

2 Fair Value on Plan Assets 1,685,961 —362,921 —

3 Status [Surplus/(Deficit)] 759,386 (413,487)(187,967) (294,903)

4 Unrecognised Past Service Cost — —— —

5 Net Asset/(Liability) recognized in Balance Sheet 759,386 (413,487)(187,967) (294,903)

IV Change in Defined Benefit Obligations (DBO)during the year ended March 31, 2013

1 Present Value of DBO at the Beginning of Period 611,011 294,903473,011 296,625


3 Interest Cost 50,258 24,22940,206 25,213



6 Plan Amendments — —— —

7 Acquisitions — —— —

8 Actuarial (Gains)/Losses (63,930) 67,396(209,346) 131,826

9 Benefits Paid — (94,188)— (174,943)

10 Present Value of DBO at the End of Period 926,575 413,487550,888 294,903

Gratuity(Funded)



62

( Amount in ` )

V Change in Fair Value of Assets during the year ended March 31, 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 1,232,122 94,188— 174,943

6 Benefits Paid — (94,188)— (174,943)

7 Present Value of DBO at the End of Period 1,685,961 —362,921 —


Gratuity(Funded)

VI Actuarial Assumptions

1. Discount Rate (%) 8.25% 8.25% 2. Expected Return on Plan Assets (%) N.A. —

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.



12) Balances of Sundry Debtors, Sundry Creditors and Loans and Advances (Dr. & Cr.) are subject to confirmation from therespective parties.

13) Previous year figures have been regrouped / rearranged wherever necessary.

(S.S. Gupta)

Proprietor



S.SWARUP & CO.



Place : Kolkata


Prashant Jhawar

Debjit Bhattacharya

R. N. Chakraborty

Chairman

Whole-time Director

Company Secretary


63

Consolidated Cash Flow Statement for the Year Ended 31st March, 2013


( ` )( ̀ )( ̀ )


( ` )

7,247,833

2,358,630

(411,089)

1,103,669

(626,299)

497,541

52,898

332,936

99,891

(22,984,981)

13,763,518

(4,923,374)

_

352,189

4,819,540

10,656,010

15,475,550

(9,221,463)

6,254,087

(528,414)

5,725,673

(4,571,185)

10,146,621

(415)

(849,868)

1,244,970

(916,017)

208,430

1,636,992

332,936

(47,452)

(2,837,008)

(433,415)

(8,189,025)

190,761

815,289

5,472,564

11,756,197

17,228,761

(3,270,423)

13,958,339

(4,156,235)

9,802,104

(7,182,975)

A. Cash flow from Operating Activities :

Profit after Non- recurring Items and 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

Pre-Operative Expenses 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 operations

Direct taxes (paid)/refund (Net)

Net Cash Flow from 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



64

Consolidated Cash Flow Statement for the Year Ended 31st March, 2013


( ̀ )( ̀ )( ` )


( ̀ )

(1,103,669)

(1,103,669)

50,819

2,968,852

3,019,671

50,819

(1,244,970)

(1,244,970)

1,374,159

1,594,693

2,968,852

9,694

1,374,159

C. Cash flow from Financing Activities :

Finance costs

Net Cash used in Financing Activities

Net increase in cash and cash equivalents during

the year (A+B+C)

Cash and Cash Equivalents at the beginning of the year

[Refer Note- 12 to Accounts ]

Cash and Cash Equivalents at the end of the year

[Refer Note- 12 to Accounts ]

Notes :

1. The above Cash Flow Statement has been prepared under the Indirect method as set out in the Accounting Standard - 3on Cash Flow Statement issued by the Institute of Chartered Accountants of India.

2. Notes referred to above form an integral part of the Cash Flow Statement.

3. Previous year’s figures have been regrouped / rearranged wherever necessary.

This is the Cash Flow Statement referred to in our report of even date.

(S.S. Gupta)

Proprietor



S.SWARUP & CO.



Place : Kolkata


Prashant Jhawar

Debjit Bhattacharya

R. N. Chakraborty

Chairman

Whole-time Director

Company Secretary


65

Statement giving financial information of Subsidiary Companies for the year ended 31st March, 2013 as required in theapproval letter received from the Ministry of Corporate Affairs, New Delhi, under Section 212(8) of the Companies Act,

1956

SI No. Particulars Usha Martin Education Pvt. Ltd.

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11

12

Share Capital

Reserve & Surplus

Non- Current Liabilities

Current Liabilities

Total Liabilities

Total Assets

Investments - Long Term (excluding investments in Subsidiaries)

Turnover (Net)

Profit / (Loss) before Taxation

Provision for Taxation

Profit / (Loss) after Taxation

Paid / Proposed Dividend

5,500,010

1,046,624

173,602

6,460,527

13,180,763

13,180,763

Nil

38,470,943

516,965

100,000

416,965

Nil

INRCurrency of the subsidiary

Place : Kolkata


Prashant Jhawar

Debjit Bhattacharya

Chairman

Whole-time Director


ANNUAL REPORT 12-13

USHA MARUSHA MARUSHA MARUSHA MARUSHA MARTIN EDUCTIN EDUCTIN EDUCTIN EDUCTIN EDUCAAAAATION & SOLTION & SOLTION & SOLTION & SOLTION & SOLUTIONS LIMITEDUTIONS LIMITEDUTIONS LIMITEDUTIONS LIMITEDUTIONS LIMITED

I/We....................................................................of........................................being a member (s) of Usha Martin

Education & Solutions Limited, hereby appoint ................................................................ of .........................

.................................... or failing him.................................................................. of..........................................or

failing him.........................of ............................as my / our Proxy to attend and vote for me and on my/our behalf at

the 16th Annual General Meeting of the Company to be held at ‘‘Sripati Singhania Hall”, Rotary Sadan, 94/2, Jawaharlal

Nehru Road, Kolkata-700 020 on Thursday, 1st day of August, 2013 at 2.30 P.M. and at any adjournment thereof.

Signed this .....................................................day of ..................................................Two Thousand thirteen.

Signature(s) of the Shareholder(s).................................................................................

DP ID No..................................................................................................................

Folio No. / Client ID No..............................................................................................

No. of Shares.............................................................................................................

Note : Note : Note : Note : Note : This form must be deposited at the Registered Office of the Company not later than 48 hours before the time for

holding the meetting.

PROXY FORMPROXY FORMPROXY FORMPROXY FORMPROXY FORM

USHA MARUSHA MARUSHA MARUSHA MARUSHA MARTIN EDUCTIN EDUCTIN EDUCTIN EDUCTIN EDUCAAAAATION & SOLTION & SOLTION & SOLTION & SOLTION & SOLUTIONS LIMITEDUTIONS LIMITEDUTIONS LIMITEDUTIONS LIMITEDUTIONS LIMITED

DP ID No...............................................................................

Folio No./ Client ID No....................................................... No. of Shares.......................................................

I certify that I am the registered Shareholder/Proxy for the registered shareholder of the Company, I hereby record my presence

at the 16th Annual General Meetting of the Company to be held at‘‘Sripati Singhania Hall”, Rotary Sadan, 94/2, Jawaharlal

Nehru Road, Kolkata-700 020 on Thursday, 1st day of August, 2013 at 2.30 P.M. and at any adjournment thereof.

Note : Please fill this admission slip and hand it over at the entrance of the hall.

Name of the Shareholder/ProxyIn BLOCK LETTERS

Signature of the Shareholder/Proxy

AffixRevenueStamp

ADMISSION SLIPADMISSION SLIPADMISSION SLIPADMISSION SLIPADMISSION SLIP

Regd. Office : PS Srijan Techpark, 5th Floor, DN - 52, Sector-VSalt Lake City, Kolkata - 700 091

Regd. Office : PS Srijan Techpark, 5th Floor, DN - 52, Sector-VSalt Lake City, Kolkata - 700 091