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
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
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
Âas 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) Â 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 Âgroup'' as defined under the
Monopolies and Restrictive Trade Practices (ÂMRTP'') 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 Âgoing 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
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
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) Ã 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
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 à 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