| DEAR MEMBERS,
The Directors have pleasure in presenting the 18th Annual Report,
together with the Audited Statement of Accounts of the Company for the
financial year ended 31st March, 2015.
Financial Results
( Rs. in Lakh)
Standalone
Particulars Year ended Year ended
31.3.2015 31.3.2014
Gross Income 350.16 564.24
Gross Profit/(loss) before Finance (96.80) (14.43)
Cost and Depreciation
Less: Finance Cost 21.25 13.42
Less: Depreciation 29.29 27.71
Profit/(loss) for the year (147.34) (55.56)
Less Provision for Tax (Net) - -
Profit/(loss) After Tax (147.34) (55.56)
Transfer to Reserves and Surplus (147.34) (55.56)
Consolidated
Particulars Year ended Year ended
31.3.2015 31.3.2014
Gross Income 367.36 662.48
Gross Profit/(loss) before Finance (95.43) 24.26
Cost and Depreciation
Less: Finance Cost 21.25 13.42
Less: Depreciation 29.29 29.36
Profit/(loss) for the year (145.97) (18.52)
Less Provision for Tax (Net) 0.44 5.03
Profit/(loss) After Tax (146.41) (23.55)
Transfer to Reserves and Surplus (146.41) (23.55)
Financial Review
During the Financial Year ended 31st March 2015, your company recorded
standalone revenue of Rs. 350.16 Lakhs, considerably lower as compared
to the previous financial year. Consolidated revenue for the current
financial year is Rs. 367.36 Lakhs, which also follows the same trend.
Dividend
Your Directors do not recommend any dividend for the current financial
year.
Reserve and Surplus
The balance of Reserves and Surplus, as at 31st March, 2015 stands at
Rs.1,678.24 Lakhs after making the appropriations indicated above.
Subsidiary
The wholly owned subsidiary of your Company, Usha Martin Education Pvt.
Ltd.(UMEPL) is continuing to own its' Usha Martin School Brands, and
earning license fees by licensing the said brands to various Usha
Martin Schools.
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 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 the Companies Act, 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.
Public Deposit
The Company has not accepted any deposit within the meaning of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
Particulars of Loans, Guarantees or Investments
The company has not given any loans or guarantees covered under the
provisions of Section 1 86 of the Companies Act,2013. The details of
the investments made by company is given in the notes to the financial
statements.
Internal Control Systems and their adequacy
Company is equipped with a proper and adequate system of internal
controls for maintaining proper accounting cost control and efficiency
in operation. Company has developed documented procedures and various
methods as follows :-
* Proper delegation of power to de-centralise 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 & approval based on budget allocation.
The Company also has adequate system to ensure that all of its assets
are safeguarded and protected against loss from unauthorized use or
disposition and transactions are authorized, recorded, and reported
correctly. The internal control system is supplemented by internal
audits, review by management, documented policies and procedures.
Corporate Social Responsibility initiatives
The Companies (Corporate Social Responsibility Policy) Rule, 2014 is
not applicable to the Company. However, your Company respects society
value and make endevour to contribute for the societal cause as far as
possible.
Directors
Shri Subrata Kumar Mitra, Shri Rahul Choudhary and Shri Trivikram
Khaitan, being Independent Directors, are retiring by rotation at the
ensuing Annual General Meeting. The Board proposed to appoint them for
a fixed term of 3 years, subject to approval by the shareholders at the
ensuing Annual General Meeting, in compliance with Section 149 of the
Companies Act, 2013 and clause 49 of the listing agreement.
The terms of appointment of Shri Debjit Bhattacharya, Whole-time
Director, who was re-appointed for a period of 2 years with effect from
1st March, 2013, came to an end on 28th February, 2015. 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 re-appoint Shri
Bhattacharya for a further period of 2 years with effect from 1st March
2015. 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.
Smt Gangotri Guha, was appointed as an Additional Director of the
Company by the Board at its meeting held on 29th January, 2015 upto the
date of the ensuing Annual General Meeting. She is proposed to be
appointed as a Director at the ensuing Annual General Meeting and
accordingly a resolution has been put in the Notice of the Annual
General Meeting for her appointment for the approval of the same by the
members of the Company. A brief resume and background of Smt. Guha has
been put in the Annexure of the Notice calling the Annual General
Meeting.
During the year, Shri Shiva Kumar Barasia, expressed his desire to step
down from the Directorship, due to his other pressing commitments. Your
Board of Directors' with great reluctance accepted his offer of
resignation. However, the Board placed their great appreciation on
record for the immensely valuable contribution made by Shri Barasia
during his tenure as a Director. None of the Directors are
disqualified under Section 149 of Companies Act, 2013. As required by
law, this position is also reflected in the Auditors' Report.
During the year, Shri Vinay Kumar Gupta has been appointed as the Chief
Financial Officer of the Company by the Board at its meeting held on
29th January 2015.
* Declearation of Independence
The Independent Directors have submitted their declaration of
Independence, as per the Compines Act, 2013 and Clause 49 of the
Listing Agreement, to the Board at the first Board Meeting of this
current Financial Year.
* Board Evaluation
As directed by the Companies Act, 2013, the Board on its Meeting held
on 29th January, 2015, adopted a Policy for evaluation of itself
alongwith all its committees and all the Directors individually.
Based on such policy, the Board in its first Board Meeting held after
the end of Financial Year 2014-15, performed an Evaluation, on a
comprehensive basis, of its own working, as well as working of all its
committees. The evaluation also included personal evaluation of
individual Directors. A comprehensive questionnaire has been set to
assess the overall working of the Board as well as all the Directors
individually. The Directors provided their opinion and feedback on the
questionnaire on secret ballot. As a result of such evaluation some
advises generated, which the entire Board noted and adopted to follow
in its future performance.
* Remuneration Policy
The earlier Remuneration Committee of the Company was renamed as The
Nomination and Remuneration Committee. The Committee has been
re-constituted in line with the provisions of Clause 49(IV) of the
Equity Listing Agreement and also meets the requirement of Section 178
of the Companies Act, 2013
The Board has, on recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Key managerial personnel and their remuneration.
* Meetings
Details of the various meetings held during the financial year 2014-15
has been given in the Corporate Governance 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 report on Corporate Governance
is annexed.
CEO / CFO Certification
The Whole-time Director and CFO 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 2015.
Directors' Responsibility Statement
Pursuant to the requirement under Section 134 (5) of the Companies Act,
2013, the Directors confirm:
(i) That in preparation of the accounts for the financial year ended
31st March 2015, 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, 2013 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 2015 on a 'going concern' basis.
v) The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi) The Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
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 139
and 140 of the Companies Act, 2013 and the Board recommended their
appointment for a further period of 2 years i.e. upto the conclusion of
the 20th Annual General Meeting of the Company.
Human Resources
At your Company, the management believes and affirms the importance of
development of human resources, which is most valuable and key element
in bringing all round improvement and achieving growth of the business.
We are proud to have a successful relationship philosophy at all level,
which focuses on finding solutions through dialogue in a spirit of open
work culture and constructive team work. This has enabled us to
maintain a cordial and peaceful work environment throughout.
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 ratio of remuneration of Median Employee to that of the Whole time
Director is 1:5. No other Directors get any remuneration from the
Company except the board sitting fees, which is Rs. 2,000 per meeting.
The average increase in salary of the employees was 8%, whereas there
was no increase in the salary of the Whole time Director.
Related Party Transactions
The Board has adopted a Related Party Transaction Policy for the
Company at it meeting held on 29th January 2015. However, during the
financial year 2014-15, there is no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
Energy, Technology and Foreign Exchange Earning and Outgo
The nature of the Company's business does not require involving any
type of energy consumption or adaptation of any technology.
The particulars required to be furnished under Rule 8 of the Companies
(Accounts) Rules, 2014:
(i) Part A and B pertaining to conservation of energy and technology
absorption are not applicable to the Company.
(ii) Foreign Exchange earnings and outgo are as under:
Earnings : Rs. 94.80 Lakhs
Outgo : Rs. 1.75 Lakhs
Vigil Mechanism / Whistle Blower Policy
The Board has adopted a Whistle Blower Policy for the Company at it's
meeting held on 29th January, 2015.
This policy is formulated to provide opportunity to all the employees
to access in good faith, to the Audit Committee of the Company in case
they observe any unethical and improper practice or behavior or
wrongful conduct in the Company and to prohibit managerial personnel
from taking adverse personnel action against such employee.
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.
Prevention of Insider Trading
The Company already had a structured Code of Conduct for Prevention of
Insider Trading Policy since long back, with a view to regulate trading
in securities by the Directors and designated employees of the Company.
The Code has been further streamlined to keep a parity with the new
Companies Act, 2013.
The Code requires pre-clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company's shares by the Directors and
the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period
when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Directors and the designated
employees, who hold any shares in the Company have confirmed compliance
with the Code.
Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed Shri Arani Guha, Partner of K.
Arun & Co, Practicing Company Secretaries to undertake the Secretarial
Audit of the Company. The Secretarial Audit report is annexed herewith
as "Annexure B" Extract of Annual Return
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure A"
Business Risk Management
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company
has adopted a Risk Management Policy. The Board identified some risks
that may affect the business of your Company and segregated them in
various categories. Based upon such categorization Board has directed
the Management to adopt and follow certain preventive steps.
Board reviews the risks periodically.
Compliance Certificate
A Certificate from the Statutory Auditors of the Company regarding
compliance 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
Date: 11th May , 2015 On behalf of the Board of Directors
Prashant Jhawar Debjit Bhattacharya
Chairman Whole-time Director
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