Directors Report of Usha Martin Education & Solutions Ltd.

Mar 31, 2015

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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Mar 31, 2014

THE MEMBERS

The Directors have pleasure in presenting the 17th Annual Report, together with the Audited Statement of Accounts of the Company forthe financial year ended 31 st March, 2014.

Financial Results:

( Rs. in Lakhs )

Standalone Consolidated

Particulars Year ended Year ended Year ended Year ended 31.3.2014 31.3.2013 31.3.2014 31.3.2013

Gross Income 564.24 1199.28 662.48 1560.99

Gross Profit/(loss) before Finance Cost and Depreciation (14.43) 118.14 24.26 131.71

Less: Finance Cost 13.42 11.04 13.42 11.04

Less: Depreciation 27.71 64.08 29.36 72.48

Profit/(loss) forthe year (55.56) 43.02 (18.52) 48.20

Less Provision for Tax (Net) - 8.25 5.03 9.25

Profit/(loss) After Tax (55.56) 34.78 (23.55) 38.95

Transferto Reserves and Surplus (55.56) 34.78 (23.55) 38.95

Financial Review

During the Financial Year ended 31 st March 2014, your company recorded standalone revenue of Rs. 564.24 Lakhs, considerably lower as compared to the previous financial year. Consolidated revenue forthe current financial year is Rs. 662.48 Lakhs, which also follows the same trend. Standalone loss after Tax stood at Rs. 55.56 Lakhs, whereas Consolidated Loss after tax stood at Rs. 23.55 Lakhs. 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 forthe current financial year.

Reserve and Surplus

The balance of Reserves and Surplus, as at 31st March, 2014 stands at Rs. 1825.58 Lakhs after making the appropriations indicated above.

Subsidiary

As you are aware that during the financial year 2013-14, the wholly owned subsidiary of the Company, namely Usha Martin Education Private Limited ("UMEPL") has changed its business model to licensing and consultancy and sold off its school management business ''as a going concern1 to Usha Breco Education Infrastructure Limited, a Company formed forthe sole purpose of School Management Solutions. The sale was done on consideration as the Board of Directors''of UMEPL deemed appropriate on the basis of independent valuation undertaken by a firm of Chartered Accountants. However, 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 (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.

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 Rajeev Jhawar and Shri Rameshwar Pal Agrawal are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. As per the newly enacted Companies Act, 2013 the company proposes to appoint Mr. Rameshwar Pal Agrawal as Independent Director for a fixed term of 3 years effective from this Annual General Meeting.

During the year, Sir Stephen Waley-Cohen Bt., 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 Sir Stephen during his tenure as a Director.

None of the Directors are disqualified under Section 274 (1) (g) of the Companies Act, 1956 and under recently enacted

Section 149 of Companies Act, 2013. 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 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 2014.

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 2014, 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 2014 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 pursuant to Companies Act and the Board recommended their appointment.

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 particulars required to be furnished under provisions of Section 21 7 (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 involving any type of energy consumption or adaptation of any technology.

The particulars required to be furnished under Section 21 7 (1) (e) of the Companies Act, 1 956 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 NIL

Outgo Rs. 2.14 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

Date: May 28, 2014 On behalf of the Board of Directors

PrashantJhawar Debjit Bhattacharya

Chairman Whole-time Director

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Mar 31, 2013

The Directors have pleasure in presenting the 16th Annual Report, together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2013.

Financial Results:

(Rs. in Lakh)

Standalone Consolidated Particulars Year ended Year ended Year ended Year ended 31.3.2013 31.3.2012 31.3.2013 31.3.2012

Gross Income 1199.28 1290.85 1560.99 1601.50

Gross Profit/(loss) before Finance Cost and Depreciation 118.14 150.66 131.71 168.65

Less: Finance Cost 11.04 4.99 11.04 12.45

Less: Depreciation 64.08 95.61 72.48 101.47

Profit/(loss) for the year 43.02 50.06 48.20 54.73

Less Provision for Tax (Net) 8.25 9.55 9.25 10.35

Profit/(loss) After Tax 34.78 40.51 38.95 44.38

Profit/ ( loss) brought from Previous Year

Amount Available for Appropriation 34.78 40.51 38.95 44.38

Dividend

Transfer (to)/from Reserves and Surplus (34.78) (40.51) (38.95) (44.38)

Financial Review

During the Financial Year ended 31st March 2013, your company recorded standalone revenue of Rs. 1199.28 Lakhs, which on a year-on-year comparison decreased by 7.09%. Consolidated revenue for the current financial year is Rs. 1560.99 Lakhs, which is a 2.53% decrease over last financial year. Standalone Profit after Tax stood at Rs. 34.78 Lakhs, which is a drop of approximately 14.15%(Y-o-Y), whereas Consolidated PAT stood at Rs. 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 Rs. 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.

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 Rs. 4.17 lakhs; PAT Year 2011-12 Rs. 3.87 lakhs; PAT Year 2010-11 Rs. 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.

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.

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 : Rs. 105.35 Lakhs

Outgo : Rs. 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.

On behalf of the Board of Directors

Prashant Jhawar Chairman

Place : Kolkata

Dated : May 7, 2013 Debjit Bhattacharya Whole-time Director

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Mar 31, 2012

The Directors have pleasure in presentation the 15th Annual Report, together with the Audited Statement of Accounts of the company for the financial year ended 31st March, 2012.

Financial Results:

Standalone consolidated

Particulars Year Year Year Year ended ended ended ended

31.3.2012 31.3.2011 31.3.2012 31.3.2011

Gross income 1290.85 1281.48 1601.50 1491.49

Gross Profit/(loss) before Financial Cost and Depreciation 150.66 275.90 168.65 282.80

Less: Finance Cost 4.99 6.65 12.45 6.65

Less:Depreciation 95.61 73.08 101.47 76.94

Profit/(loss) for the year 50.06 196.17 54.73 199.21

Less provision for Tax(Net) 9.55 39.10 10.35 39.71

Profit/(loss) After Tax 40.51 157.07 44.38 159.50

Profit/(loss) brought from Previous Year - _ _ _ Amount Available for Appropriation 40.51 157.07 44.38 159.50

Dividend _ _ _ _

Transfer (to)/from Reserves and Surplus (40.51) (157.07) (44.38) (159.50) Business Review During the Financial Year ended 31st March 2012, your Company recorded standalone revenue of Rs 1290.85 Lakhs, which on a year-on-year comparison increased marginally by 0.73%. Consolidated revenue for the current financial year was Rs. 1601.50 Lakhs, which is a marginal 7.4% increase over last financial year. Standalone Profit after Tax stood at Rs. 40.51 Lakhs, which is a drop of approximately 74% (Y-O-Y), whereas consolidated PAT stood at Rs.44.38 Lakhs, which is 72% decline on Y-O-Y basis. Student registrations across various offerings have increased by approximately 21% over last year with undergraduate registration accounting for major portion of growth where margin is lower, resulting in decline of net profit. Dividend

Your Directors do not recommend any dividend for the current financial year.

Subsidiary The Company has a wholly-owned Indian subsidiary under the name and style of Usha Martin Education Private Limited. The said subsidiary is instrumental in catering to Education Segment. The company has obtained exemption from annexing accounts and other documents pertaining to subsidiary, under Section 212(8), vide approval from Ministry of Corporate Affairs, Government of India, vide their letter no. 47/07/2011-CL-III dated 20th January 2011. The financial statements of the subsidiary company 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 Statements) Rules, 2006 as applicable. Further, the Consolidated Financial Statements are also presented in accordance with Clause 41 of the Listing Agreement entered into 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 Mono policies and Respective Trade Practices ('MRTP') Act, 1969 are furnished in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. 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 Shiva Kumar Barasia and Shri Trivikram Khaitan retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment. Corporate Governance

Your Company recognizes the importance of good Corporate Governance as step for building stakeholders' confidence, improving investor protection and enhancing long-term enterprise value. A detailed report on Corporate Governance is annexed. Management Discussion and Analysis The management discussion and analysis on the operations and financial position of the Company is provided in a separate section forming part of annual report. CEO/CFO Certification The Whole-time Director of the Company has submitted a certificate to the Board as required under Clause 49 of the Listing Agreement for the year ended 31st March 2012. Directors' Responsibility Statement Pursuant 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 2012, 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 judgement and estimates that were reasonable and prudent so as to give 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 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 recommend their appointment.

Human Resources The Company recognizes the importance and contribution of people in delivering existing business and identifying new business opportunities and is committed to the welfare of its staff by providing a congenial work environment. The Board of Directors expresses its appreciation for sincere efforts made by the employees of your Company at all levels during the year and their co-operation in maintaining cordial relations. 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 given as none of the employees of your Company draws a salary of or above Rs. 60 Lakhs per annum or Rs.5 Lakhs per month.

Energy, Technology and Foreign Exchange Earning and Outgo 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 Rs. 14.23 Lakhs Outgo Rs. 5.88 Lakhs

Compliance Certificate

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements 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.

On behalf of the Board of Directors

Prashant Jhawar Chairman

Debjit Bhattacharya Whole-time Director

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Mar 31, 2011

THE MEMBERS

The Directors have pleasure in presenting the 14th Annual Report, together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2011.

Financial Results:

( Rs. in 000)

Standalone Consolidated

Particulars Year ended Year ended Year ended Year ended

31.3.2011 31.3.2010 31.3.2011 31.3.2010

Gross Income 1364,03 794,94 1574,03 794,94

Gross Profit/(loss) before Interest and Depreciation 275,30 164,35 282,20 164,35

Less Interest 6,05 0.00 6,05 0.00

Less Depreciation 73,08 42,17 76,94 42,17

Profit/(loss) for the year 196,17 122,18 199,21 122,18

Less Provision for Tax (Net) 39,10 20,76 39,71 20,76

Profit/(loss) After Tax 157,07 101,42 159,50 101,42

Profit/ ( loss) brought from Previous Year - - - -

Amount Available for Appropriation 157,07 101,42 159,50 101,42

Dividend - - - -

Transfer (to)/from Reserves and Surplus (157,07) (101,42) (159,50) (101,42)

Balance Carried to Balance Sheet - - - -

Financial Review

During the financial year ended 31st March 2011, your Company recorded standalone revenue of Rs. 13.64 Crore, which on a year-on-year comparison is approximately 72% increase. Consolidated revenue for the current financial year is 98% increase over last financial year. Standalone profit after tax of Rs. 1.57 Crore is an increase of approximately 55% (year on year ), whereas Consolidated profit after tax stood at Rs. 1.59 Crore, which is 57% increase on year on year 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.

Subsidiary

The Company has a wholly-owned non-material Indian subsidiary under the name and style of Usha Martin Education Private Limited. The said subsidiary is instrumental in catering to education segment. The company has obtained exemption from annexing accounts and other documents pertaining to subsidiary, under Section 212(8), vide approval from Ministry of Corporate Affairs, Government of India, vide their letter no. 47/07/2011-CL-III dated 20th January 2011.

The financial statements of the subsidiary company 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, 1997.

Public Deposit

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

Directors

During the year under review Shri Rameshwar Pal Agrawal had been appointed as an Additional Director of the Company with effect from 27th January, 2011. In terms of Section 260 of the Companies Act, 1956, Shri Agrawal shall vacate his office at the ensuing Annual General Meeting. A suitable resolution has been proposed in the Notice of the Annual General Meeting for his appointment.

Shri Rajeev Jhawar and Sir Stephen Harry Waley Cohen Bt. retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Corporate Governance

Your Company recognizes the importance of good Corporate Governance as step for building stakeholders confidence, improving investor protection and enhancing long-term enterprise value. A detailed report on Corporate Governance is annexed.

During the year under review various committees of Directors were reconstituted. The same has been mentioned in the report on Corporate Governance.

Management Discussion and Analysis

The management discussion and analysis on the operations and financial position of the Company is provided in a separate section forming part of the annual report.

CEO / CFO Certification

The Whole-time Director of the Company has submitted a certificate to the Board as required under Clause 49 of the Listing Agreement for the year ended 31st March 2011.

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 2011, 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 2011 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 recommend their appointment.

Human Resources

The Company recognizes the importance and contribution of people in delivering existing business and identifying new business opportunities and is committed to the welfare of its staff by providing a congenial work environment.

The Board of Directors expresses its appreciation for sincere efforts made by the employees of your Company at all levels during the year and their co-operation in maintaining cordial relations.

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 given as none of the employees of your Company draws a salary of or above Rs. 60 Lakhs per annum or Rs. 5 Lakhs per month or a part thereof.

Energy, Technology and Foreign Exchange Earning and Outgo

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 Rs. 69.73 Lakhs

Outgo Rs. 1.65 Lakhs

Compliance Certificate

A Certificate from the 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.

On behalf of the Board of Directors

Prashant Jhawar Chairman

Place : Kolkata

Dated : 11th May, 2011 Debjit Bhattacharya Whole-time Director

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Mar 31, 2010

The Directors have pleasure in presenting the 13th Annual Report, together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2010.

Financial Results: (Rs in 000)

Stand alone Consolidated

Particulars Year Ended Year Ended Year Ended 31st March, 2010 31st March, 2009 31st March, 2010

Gross Income 794,94 282,83 794,94 Gross Profit/(Loss) before Interest and Depreciation 164,35 61,231 64,35

Less Interest 0.00 22 0.00

Less Depreciation 42,17 16,14 42,17

Profit/(Loss) for the year 122,18 44,87 122,18

Less Provision for Tax (Net) 20,76 86 20,76

Profit /(Loss) After Tax 101,42 44,01 101,42

Amount Available for Appropriation 101,42 44,01 101,42

Dividend - - -

Transfer (to) / from Reserves and Surplus (101,42) (44,01) (101,42)

Balance Carried to Balance Sheet - - -

Financial Review:

On a year-on-year comparison your Companys revenue showed an increase of 181% (from Rs, 282.83 Lakhs in the year 2009 to Rs. 794.94 Lakhs in the year ended 2010). The profit has increased by 172 %. The Company recorded a Profit after tax of Rs 101.42 Lakhs as compared to Rs 44.01 Lakhs in the preceding year. During the year, the Company has incurred capital expenditure of Rs 145.49 Lakhs and the entire amount was funded through internal accruals. The Company continues to be debt-free. Ratio analysis and future outlook of the Company has been included in Management Discussion and Analysis section. Since this is first year of operation of subsidiary company, the entire expenses have been debited to pre-operative expenses. Hence, there is no change in Profit/Loss position in consolidated results.

Dividend

In order to conserve cash to fund expansion, your Directors have decided not to recommend any dividend for the

current financial year.

Subsidiaries

The Company has a wholly-owned non-material Indian Subsidiary under the name and style of Usha Martin Education Private Limited. The said subsidiary shall be instrumental in catering to Education Segment. Statement under Section 212 (1) of the Companies Act, 1956 is attached hereto and forms an integral part of this Report.

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 fhe Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 are furnished in the Annual Report for the purpose of fhe SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Public Deposit

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the • rules made thereunder.

Change of Name of the Company

At an Extra-ordinary General Meeting of the Company held on 26th October 2009, you had approved a resolution for change of name of the Company. The changed name reflects the present area of focus. The new name has been successfully given effect and adhesive stickers had been sent out to all the members holding shares of the Company in physical form.

Restructuring of Capital

At an Extra-Ordinary General Meeting of the Company held on 23rd December 2009, you had approved a resolutions for restructuring of capita! of your Company subject however to the confirmation of the Honble High Court at Calcutta. As per the said resolution, the Equity Share Capital of your Company shall stand reduced from 26,415,811 Equity Shares of Rs.5/- each to 26,415,811 Equity Shares of Re. 1/- each. Further, the value of Securities Premium Account shall stand reduced from Rs. 230,862,705/- to Rs. 120,249/- while the Capital Redemption Reserve having a balance of Rs. 50,000,000/- shall be utilized in full. The entire amount released shall be utilized to diminish the value of Investments made by the Company. You will be pleased to know that on 6* April 2010, the Honble High Court at Calcutta has granted necessary approval to the Reduction of Capital. However, as per the provisions of Section 103(2) of the Companies Act, 1956, the said Reduction of Capital can be given effecl only from the date the Registrar of Companies, West Bengal registers the said order and the Registrar of Companies, West Bengal has registered the minutes on 4th May 2010. The Company is now taking all appropriate steps to make the changes effective.

During the year under review the accumulated losses should have been Rs.242,910,807/- (after adjustment of Profits during the year Rs. 10,142,091/-). However, the Company has adjusted the entire accumulated losses against General Reserve of the Company thereby bringing the balance of General Reserve to Rs.164,758,421/-.

Directors

During the year under review, Mr. Subrata Kumar Mitra has been appointed as an Additional Director of the Company with effect from 3d March 2010. in terms of Section 260 of the Companies Act, 1956, Mr. Mitra shall vacate his office at the ensuing Annual General Meeting. A suitable resolution has been proposed in the Notice of the Annual General Meeting for his re-appointment.

Mr Prashant Jhawar and Mr. Rahul Choudhary retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Corporate Governance

Your Company recognizes the importance of good Corporate Governance as step for building stakeholders confidence, improving investor protect ion and enhancing long-term enterprise value.

A detailed report on Corporate Governance is annexed.

Your Company has implemented revised Clause 49 of the Listing Agreement from 1st January 2006.

The practice has also been introduced for Senior Management personnel to make disclosures to the Board of Directors relating to any material financial and commercial transactions where they have any personal interest, with a potential conflict with the interest of the Company at large.

Management Discussion and Analysis

The management discussion and analysis on the operations and financial position of the Company is provided in a separate section forming part of the annual report.

CEO / CFO Certification

The Whole-time Director of the Company has submitted a certificate to the Board as required under Clause 49 of the Listing Agreement for the year ended 31st March 2010.

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 2010, 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 2010 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 (IB) of the Companies Act, 1956 and the Board recommend for their appointment.

The qualifications made by auditors in their report have been sufficiently explained by way of Note 3 of the Schedule N to Accounts.

Human Resources

The Company recognizes the importance and contribution of people in delivering existing business and identifying new business opportunities and is committed to the welfare of its staff by providing a congenial work environment.

The Board of Directors expresses its appreciation for sincere efforts made by the employees of your Company at all levels during the year and their co-operation in maintaining cordial relations.

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 given as none of the employees of your Company is covered by the prescribed amount of remuneration in this regard.

Energy, Technology and Foreign Exchange Earning and Outgo

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 Rs. NIL

Outgo Rs. 172,452

Compliance Certificate

A Certificate from the 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 record their deep sense of appreciation for the commitment displayed by all employees during the year.

On behalf of the Board of Directors

Place: Kolkata Prashant Jhawar Chairman

Date: 11thMay, 2010 DebjitBhattacharya Whole-time Director