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Notes to Accounts of Usha Martin Education & Solutions Ltd.

Mar 31, 2015

1. SHARE CAPITAL

a) There has been no Movement in number of shares outstanding at the beginning and at the end of reporting period

b) The Company has only one class of issued shares i.e. ordinary equity shares having par value of 1 per share. Each holder of ordinary shares is entitled to one vote per share and equal right for dividend. No preference and/or restrictions on distribution of dividend and repayment of capital is attached to the above shares.

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

d) i) No shares have been allotted or has been bought back by the Company during the period of five years preceding the date as at which the Balance Sheet is prepared.

ii) No convertible securities has been issued by the Company during the year.

iii) No calls are unpaid by any Director and Officer of the Company during the year.

2) During the year, the Company has utilized its working capital facility (Overdraft) of Rs. 50 lacs from IDBI Bank Ltd, secured by first charge by way of hypothecation of all the current assets, both present and future, of the Company. The above loan is also collaterally secured by first charge by way of hypothecation of movable fixed assets of the Company.

3) Foreign Currency Earnings & Outgo: a) Expenditure in foreign currency :

2014-15 ( Rs. ) 2013-14 ( Rs. )

Listing Fees 174,975 213,650

4) Related Party Disclosures Pursuant to Accounting Standard 1 8 issued by The Institute of Chartered Accountants of India.

i) Related Parties

Name Relationship

Usha Breco Realty Limited. Substantial interest in voting power of the entity.

Usha Martin Limited. - do -

Usha Martin Education Private - do - Limited.

Usha Breco Limited - do -

Usha Breco Edutional Infrastructure - do - Limited

Redtech Network India Private - do - Limited.

Debjit Bhattacharya (Whole-time Key Managerial Personnel Director)

Vinay Kumar Gupta (Chief Financial Key Managerial Personnel officer)

Ranendranath Chakraborty (Company Key Managerial Personnel Secretary)

4) The Company has unabsorbed depreciation and carried forward losses available for set off under the Income- tax Act, 1961. However, in view of inability to assess future taxable income, the extent of net deferred tax assets which may be adjusted in the subsequent years, is not ascertainable with virtual certainty at this stage and accordingly the same has not been recognized in the accounts on prudent basis.

5) Sundry Balances Written off amounting to Rs. 18,89,510/- have been shown net of Sundry Balances Written back amounting to Rs. 6,70,521/- resultring in net Sundry Balances Written off amounting to Rs. 12,1 8,989/- shown in Statement of Profit & Loss.

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

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


Mar 31, 2014

1) The Company has unabsorbed depreciation and carried forward losses available for set off under the Income- tax Act, 1961. However, in view of inability to assess future taxable income, the extent of net deferred tax assets which may be adjusted in the subsequent years, is not ascertainable with virtual certainty at this stage and accordingly the same has not been recognized in the accounts on prudent basis.

2) Other income includes Prior period income of Rs. 1,41,917/- towards interest on income tax refund and planned assets.

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

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


Mar 31, 2013

1) During the year, the Company has utilized its working capital facility (Overdraft) of Rs. 50 lacs from IDBI Bank Ltd, secured by first charge by way of hypothecation of all the current assets, both present and future, of the Company. The above loan is also collaterally secured by first charge by way of hypothecation of movable fixed assets of the Company.As on 31st March, 2013 there was no outstanding balance on the working capital facility as provided by IDBI Bank Ltd.

Figures in normal font relate to previous year

2) The Segment Information for the year ended 31st March,2013

I (a) The Company was giving disclosures under AS-17 i.e. Segment Reporting till the year ended 31st March, 2012. The same had been discontinued from the current year as there are practically no separate segments that need to be reported

The Company was engaged in two main business segments till 31st March, 2012: _ Software business and Consultancy comprising of software development and support services

_ Learning business comprising of learning solutions in the area of Technology & Management.

3) The Company has unabsorbed depreciation and carried forward losses available for set off under the Income- tax Act, 1961. However, in view of inability to assess future taxable income, the extent of net deferred tax assets which may be adjusted in the subsequent years, is not ascertainable with virtual certainty at this stage and accordingly the same has not been recognized in the accounts on prudent basis.

4) The Company has no amounts due to suppliers under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) as at 31.03.2013. The disclosure as required under the said Act as under:

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

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


Mar 31, 2012

1) During the year, the Company has renewed its working capital facility(Overdraft) of Rs. 50 lacs from IDBI Bank Ltd, secured by first charge by way of hypothecation of all the current assets, both present and future, of the Company. The above loan is also collaterally secured by first charge by way of hypothecation of movable fixed assets of the Company As on 31st March, 2012 there was no outstanding balance on the working capital facility as provided by IDBI Bank Ltd.

2) Power and Communication expenses include Rs.136,682 and Rs.3,370 respectively relating to earlier year.

3) Foreign Currency Earnings & Outgo

4) Related Party Disclosures Pursuant to Accounting Standard 18 issued by the Institute of Chartered Accountants of India.

i) Related Parties

Name Relationship

Usha Breco Realty Limited Substantial interest in voting power of the entity.

Usha Martin Limited - do -

Usha Martin Education Private Limited - do -

Usha Breco Limited - do -

Redtech Network India Private Limited - do -

Debjit Bhattacharya (Whole-time Director) Key Managerial Personnel

5) The Segment information for the year ended 31st March, 2012

I a) The Company is engaged in two main business segments:

- Software business and Consultancy comprising of software development and support services.

- Learning business comprising of learning solutions in the area of technology & Management.

b) During the year there were no inter-segment revenues.

6) The Company has unabsorbed depreciation and carried forward losses available for set off under the income-tax Act, 1961. However, in view of inability to assess future taxable income, the extent of net deferred tax assets which may be adjusted in the subsequent years, is not ascertainable with virtual certainty at this stage and accordingly the same has not been recognised in the accounts on prudent basis.

7) The Company has no amounts due to suppliers under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) as at 31.03.2012. The disclosure as required under the said Act as under:

a) Principal amount due to suppliers under MSMED Act Nil

b) Interest due to suppliers as above Nil

c) Any payment made to suppliers beyond appointed date(under Section 16 of the Act) Nil

d) Interest due and payable to suppliers under MSMED Act Nil

e) Interest accrued and remaining unpaid as at 31.3.2012 Nil

f) Interest remaining due and payable as per section 23 of the Act Nil

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

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

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

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

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


Mar 31, 2011

1) Note on Diminution in value of Investment and consequent reduction in Capital:

Pursuant to the Special Resolution passed at the Extra-ordinary General Meeting held on 23rd December, 2009, for utilization of Securities Premium Account, Capital Redemption Reserve and Equity Share Capital for diminishing the value of Investments, its subsequent approval by the Honble High Court at Calcutta vide its order dated 6th April, 2010 and issue of fresh certificate of Registration on 4th May, 2010 by the Registrar of Companies West Bengal, the issued, Subscribed and paid up Equity Share Capital stands reduced and value of Investments as on 31st March,2011 stands revised accordingly.

2) In the year 2002 the Company had made an investment of Rs.46,935,900 consisting of 990,000 Equity Shares of Rs.10 each in eSamsung UMIT Infotech Limited. Since eSamsung UMIT Infotech Limited did not perform as per Company expectations and the management was of the opinion that no sum was recoverable from eSamsung UMIT Infotech Limited, the Company had fully provided for diminution in the value of investment in the year 2003. During the year as per agreement with the buyer, the said Investment has been sold at Rs. 49,500. The resulting loss has been adjusted with the Provision existing in the Accounts and the excess Provision of Rs. 49,500 has been written back during the year.

3) During the year the Company has obtained working capital facility (Overdraft) of Rs. 50 lacs from IDBI Bank Ltd, secured by first charge by way of hypothecation of all the current assets, both present and future, of the Company. The above loan is also collaterally secured by first charge by way of hypothecation of movable fixed assets of the Company. As on 31st March, 2011 there was no outstanding balance on the working capital facility as provided by IDBI Bank Ltd.

4) Power and Fuel expenses of Rs. 3,079,561 includes Rs. 157,908 relating to earlier year.

5) Related Party Disclosures Pursuant to Accounting Standard 18 issued by The Institute of Chartered Accountants of India.

(i) Related Parties Relationship Name

Usha Breco Realty Limited, Substantial interest in voting power of the entity.

Usha Martin Limited. - do -

Usha Martin Education Pvt. Limited. - do -

Usha Breco Limited - do -

eSamsung UMIT Infotech Limited - do -

Bonsai Network India Private Limited. - do-

Debjit Bhattacharya (Whole-time Director) Key Managerial Personnel

6) The Segment Information for the year ended 31st March,2011

I (a) The Company is engaged in two main business segments:

Software business and Consultancy comprising of software development and support services. Learning business comprising of learning solutions in the area of Technology & Management.

(b) During the year there were no inter-segment revenues.

7) The Company has unabsorbed depreciation and carried forward losses available for set off under the Income- tax Act, 1961. However, in view of inability to assess future taxable income, the extent of net deferred tax assets which may be adjusted in the subsequent years, is not ascertainable with virtual certainty at this stage and accordingly the same has not been recognized in the accounts on prudent basis.

8) The Company has no amounts due to suppliers under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) as at 31.03.2011. The disclosure as required under the said Act as under:

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

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


Mar 31, 2010

1. The Company has certain unquoted long term strategic investments [year -end aggregate book value Rs. 5450 lacs (refer Schedule D)] in Usha Communications Technology Limited, British Virgin Island and its subsidiary [Ushacomm India Private Limited merged into Bonsai Network India Pvt. Ltd. vide Honble Calcutta High Court Order dated 22-02-2008] which develop and provide software solutions for billing and customer care to the telecom industry. During the current year the Company has invested Rs. 35.75 lacs in its wholly owned subsidiary Usha Martin Education Pvt .Ltd. which caters to the assorted needs of education industry.

2. Note on Diminution in value of Investment and consequent reduction in Capital:

The Company at an Extra-ordinary General Meeting held on 23rd December 2009, had approved by a Special Resolution, utilization of Securities Premium Account, Capital Redemption Reserve and Equity Share Capital for diminishing the value of Investments as under:

The Company had filed a petition before the Honble High Court at Calcutta under Sections 78, 80, 100, 101, 102 and 103 of the Companies Act, 1956, for confirmation of the above mentioned Resolution of the Company. On 6th April 2010, the Honble High Court at Calcutta has sanctioned the petition. The Registrar of Companies, West Bengal has issued Certificate of Registration on 4* May, 2010. Consequently the value of Investments of the Company shall stand revised to the values as shown above.

3. Related Party Disclosures Pursuant to Accounting Standard 18 issued by The Institute of Chartered Accountants of India.

(i) Related Parties .

Name Relationship

Usha Communications Technology Limited, Substantial interest in

British Virgin Islands voting power of the entity.

Usha Martin Ltd. -do-

Usha Martin Education Pvt. Ltd. -do-

ESamsung UMIT InfoTech Limited -do-

Bonsai Network India Private Limited. -do-

Debjit Bhattacharya (Whole-time Director) Key Managerial Personnel

4. The Segment Information for the year ended 31st lMarch,2010

I (a) The Company is engaged in two main business segments:

-Software business and Consultancy comprising of software development and support services -Learning business comprising of learning solutions in the area of Technology & Management. (b) During the year there were no inter-segment revenues.

5. (a) The Company has unabsorbed depreciation and carried forward losses available for set off under the Income- tax Act, 1961. However, in view of inability to assess future taxable income, the extent of net deferred tax assets which may be adjusted in the subsequent years, is not ascertainable with virtual certainty at this stage and accordingly the same has not been recognized in the accounts on prudent basis.

6. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31 st March, 2010. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

7. Defined Benefit Plans / Long Term Compensated Absences - as per Actuarial Valuations as on March 31, 2010 and recognized in the financial statements in respect of Employee Benefit Schemes.

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

9.Previous year figures have been regrouped /rearranged wherever necessary.

 
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