16th
ANNUAL REPORT
2013
Contents
Corporate Information................................. 2
Notice.............................
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
2
Chairman
Shri Prashant Jhawar
Vice-Chairman
Shri Rajeev Jhawar
Directors
Sir S...
3
ANNUAL REPORT 12-13
NOTICE is hereby given that the 16th
Annual General Meeting of the members of Usha Martin Education ...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
4
Notes:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (...
5
ANNUAL REPORT 12-13
Computer India Pvt. Ltd., Asiatic Oxygen Ltd and Sunderban Fertilizers Ltd. He has sound knowledge i...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
6
Financial Review
During the Financial Year ended 31st
March 2013, your company...
7
ANNUAL REPORT 12-13
Based on the experience of last three years of operation,UM School Trust has now decided to change i...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
8
None of the Directors are disqualified under Section 274 (1) (g) of the Compan...
9
ANNUAL REPORT 12-13
The particulars required to be furnished under Section 217 (1) (e) of the Companies Act, 1956 read w...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
10
Industry Overview:
[Sources: Ministry of Human Resource Development: www.educ...
11
The wholly owned subsidiary of your Company, Usha Martin Education Private Limited (“UMEPL”) is engaged in providing
al...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
12
Name Designation
No. of
Equity
Shares
held
No. of outside
Committee position
...
13
* Sir Stephen Harry Waley Cohen Bt. attended 1 (one) meeting personally and 2 (two) meetings through Telephonic confere...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
14
Terms of Reference for Audit Committee
The Terms of Reference of Audit Commit...
15
Notes:
a) Details as per Note 7 of Note 19 to the Notes on Accounts;
b) The appointment is subject to termination by 3 ...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
16
VI. COMPLIANCE WITH OTHER MANDATORY REQUIREMENTS
Management Discussion and An...
17
ANNUAL REPORT 12-13
Subsidiaries
The Company has a subsidiary under the name and style of “Usha Martin Education Privat...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
18
Press Releases
Official press releases on performance of the Company, signifi...
19
Global Depository Receipt (GDRs) Societè de la Bourse de Luxembourg UMIFG
Societe Anonyme, R.C.B.6222B.
P. 165, L-2011 ...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
20
PerformanceofCompany’sSharesvis-a-visBSESensex
Comparison of monthly closing ...
21
CEO & CFO Certification
Debjit Bhattacharya
Whole-time Director
Place: Kolkata
Date: May 7th, 2013
CEO/CFO Certificate ...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
22
We have reviewed the compliance of conditions of Corporate Governance by Usha...
23
ANNUAL REPORT 12-13
INDEPENDENT AUDITOR’S REPORT
To the Members of USHA MARTIN EDUCATION & SOLUTIONS LIMITED
Report on ...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
24
In terms of the information and explanations given to us and the books and re...
25
Place : Kolkata
Date : May 7, 2013
For S.Swarup & Co.
Chartered Accountants
Firm Registration No. 310089E
S .S. Gupta
(...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
26
Balance Sheet as at 31st March, 2013
I EQUITY AND LIABILITIES
1) Shareholders...
27
Statement of Profit and Loss for the Year Ended 31st March, 2013
I Revenue
Revenue from Operations
Other Income
II Tota...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
28
Note : 1 - SHARE CAPITAL
Note :
Paid up capital includes 26,414,411 Equity Sh...
29
Note : 2 - RESERVE AND SURPLUS
Securities Premium Account
As per last Account
General Reserve Account ( see note below)...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
30
A.TangibleAssets
Building10,880,1792,592,647_13,472,826247,779189,256_437,035...
31
ANNUAL REPORT 12-13
NameoftheBodyCorporate
Asat
31stMarch,2012
(Amountin`)
Asat
31stMarch,2013
(Amountin`)
Subsidiary/
...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
32
Note : 9 - Long Term Loans and Advances
Security Deposits ( Unsecured conside...
33
As at
31st March, 2012
(Amount in `)
As at
31stMarch,2013
( Amount in ` )
Notes forming part of Balance Sheet
Note : 13...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
34
Notes forming part of Statement of Profit and Loss
For the Year Ended
31st Ma...
35
1 SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Preparation of Financial Statement
The Company generally follows mercanti...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
36
g) Foreign Currency Transactions
Transactions in foreign currency are account...
37
Reimbursement of Expenses against services for setting of
Education Centre /Income from Research report on
Education
20...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
38
Note 19 : Significant Accounting Policies and Notes on Accounts for the year
...
39
Revenues from operation 108,719,989 10,535,253 119,255,242
Total Assets 251,744,927 _ 251,744,927
Capital Expenditure 3...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
40
LeaveEncashment
(Unfunded)
1 Current Service Cost 269,730 99,165
247,017 16,1...
41
IV Change in Defined Benefit Obligations (DBO)
duringthe yearendedMarch31,2013
1 Present Value of DBO at the Beginning ...
USHA MARTIN EDUCATION & SOLUTIONS LIMITED
42
VI Actuarial Assumptions
1. Discount Rate (%) 8.25% 8.25%
2. Expected Return ...
43
Cash Flow Statement for the Year Ended 31st March, 2013
For the year ended
31st March, 2012
( ` )( ` )( ` )
For the yea...
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Annual report 2008 09
Upcoming SlideShare
Loading in …5
×

Annual report 2008 09

665 views

Published on

Published in: Business, Economy & Finance
0 Comments
0 Likes
Statistics
Notes
  • Be the first to comment

  • Be the first to like this

No Downloads
Views
Total views
665
On SlideShare
0
From Embeds
0
Number of Embeds
1
Actions
Shares
0
Downloads
3
Comments
0
Likes
0
Embeds 0
No embeds

No notes for slide

Annual report 2008 09

  1. 1. 16th ANNUAL REPORT 2013 Contents Corporate Information................................. 2 Notice........................................................... 3 Directors Report.......................................... 6 Management Discussion and Analysis...... 10 Corporate Governance Report................... 12 Auditors Report........................................... 23 Balance Sheet.............................................. 26 Statement of Profit & Loss............................ 27 Notes to Accounts................................... 28 Cash Flow Statement................................... 43 Consolidated Accounts................................45
  2. 2. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 2 Chairman Shri Prashant Jhawar Vice-Chairman Shri Rajeev Jhawar Directors Sir Stephen Harry Waley Cohen Bt. Shri Subrata Kumar Mitra Shri Rameshwar Pal Agrawal Shri Shiva Kumar Barasia Shri Trivikram Khaitan Shri Rahul Choudhary Shri Debjit Bhattacharya - Whole-time Director Company Secretary Dr. R. N. Chakraborty Bankers IDBI Bank Ltd. The Hongkong & Shanghai Banking Corp Ltd IndusInd Bank Ltd Axis Bank Ltd. Auditors S. Swarup & Co. 21, Hemanta Basu Sarani, 3rd Floor, Room No. 303, Kolkata - 700 001 Registered Office PS Srijan Techpark, 5th Floor, DN - 52, Sector-V, Salt Lake City, Kolkata - 700 091 Tel.: +91 33 4013 4700, Fax: +91 33 4013 4800 Website : www.umesl.co.in E-mail : ranendranath.chakraborty@umesl.co.in Registrar and Transfer Agent MCS Limited 77/2A, Hazra Road, Kolkata – 700 029 Ph. : 033 2454 1892-93, Fax : 033 2454-1961 E-mail : mcskol@rediffmail.com Website : www.mcsdel.com CORPORATE INFORMATION
  3. 3. 3 ANNUAL REPORT 12-13 NOTICE is hereby given that the 16th Annual General Meeting of the members of Usha Martin Education & Solutions Limited will be held on Thursday, the 1st of August, 2013 at 2.30P.M. at ”Shripati Singhania Hall”, Rotary Sadan, 94/2, Jawaharlal Nehru Road, Kolkata - 700 020 to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2013, Statement of Profit & Loss for the year ended on that date and the Report of the Directors and Auditors thereon. 2. To appoint a director in place of Shri Prashant Jhawar, who retires by rotation and being eligible offers himself for reappointment. 3. To appoint a director in place of Shri Rahul Choudhary, who retires by rotation and being eligible offers himself for reappointment. 4. To appoint a director in place of Shri Subrata Kumar Mitra, who retires by rotation and being eligible offers himself for reappointment. 5. To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 224 and other applicable provisions, if any, of the Companies Act, 1956 and Article 146 of the Articles of Association of the Company, M/s. S.Swarup & Co., Chartered Accountants, be and are hereby reappointed as the Auditors of the Company to hold office until the conclusion of the next Annual General Meeting and that their remuneration for the said period be determined by the Board of Directors.” SPECIAL BUSINESS 6. To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 198, 269, 309, 310, 311 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, and in terms of Article 114 of Articles of Association of the Company, and all other applicable guidelines for managerial remuneration issued by the Central Government from time to time, the Company hereby ratifies the reappointment of Shri Debjit Bhattacharya as the Whole-Time Director of the Company for another period of two years with effect from 1st March, 2013 upon the terms and conditions embodied in the Agreement placed, which agreement is hereby sanctioned with the liberty to the Board of Directors (which term shall be deemed to include the Committee, if any, constituted by the Board of Directors from time to time) to alter and vary, subject to necessary approvals as may be required from time to time, the terms and conditions of the said reappointment and/or Agreement in such manner as may be agreed to between the Board of Directors and Shri Debjit Bhattacharya.” “RESOLVED FURTHER THAT Dr. R N Chakraborty, Company Secretary of the Company be and is hereby authorised to take all necessary, expedient and effective steps and execute all documents and writings as the case may be for the implementation of the above reappointment and to do all such acts, deeds, matters and things as he may deem fit and proper for giving effect to the above.” NOTICE TO THE MEMBERS By Order of the Board of Directors Sd/- Dr. R.N. Chakraborty Company Secretary Registered Office : PS Srijan Techpark, 5th Floor, DN - 52, Sector-V, Salt Lake City, Kolkata - 700 091 Dated : 7th May, 2013
  4. 4. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 4 Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE MEETING) IS ENTITLED TO APPOINT A PROXY AND, IN CASE OF A POLL, VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. Proxy form in order to be effective, must be duly stamped, executed and reach the Registered Office of the Company not later than 48 hours before the time of commencement of the Meeting. 3. Corporate Members are requested to send to the Registered Office of the Company a duly certified copy of the board resolution, pursuant to Section 187 of the Companies Act, 1956, authorizing their representative to attend and vote at the Meeting. 4. Members / proxy holders are requested to bring their attendance slip duly signed so as to avoid inconvenience. 5. As per the provisions of the Companies Act, 1956, facility for making nomination is now available to the shareholders in respect of the shares held by them. Nomination forms can be obtained from the Registered Office and/or Registrar and Share Transfer Agent of the Company. 6. The related Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956 is annexed and form part of this notice. 7. The Register of Members and the Share Transfer Book of the Company will remain closed from 25th July 2013 to 1st August 2013 (both days inclusive). 8. Members are requested to intimate to the Company queries, if any, on the Accounts at least 10 days before the meeting to enable the management to keep the required information available at the meeting. 9. Members holding shares in physical form are requested to advise any change in their registered address, transfer of equity shares and allied matters to the Company’s Registrar and Transfer Agent, MCS Limited, quoting their folio number. Members holding shares in electronic form must send the advice about change in their registered address or bank particulars,transfer of equity shares and allied matters to their respective Depository Participant and not to the Company. 10. In all correspondence with the Company or with its Transfer Agent, members are requested to quote their folio number and in case the shares are held in the dematerialised form, they must quote their Client ID Number and DPID Number. 11. As per the Circular no. 17/2011 dated 21st April, 2011 issued by Ministry of Corporate Affairs, Members are requested to register their email address either with the Registrar and Transfer Agents of the Company, i.e., MCS Ltd or with their Depositories for electronic communication. 12. Equity shares of the Company are under compulsory Demat trading by all investors. Those members, who have not dematerialised their shares, are advised to dematerialise their shareholding, to avoid inconvenience in future. 13. Members who are holding equity shares in identical order of names in more than one folio are requested to write to the Company’s Registrar and Transfer Agent, MCS Limited, to enable the Company to consolidate their shareholding in one folio. 14. All documents referred to in the Notice and Explanatory Statement are open for inspection at the Registered Office of the Company from 10 AM to 12 Noon on all working days until the date of Meeting or any adjournment(s) thereof. 15. Members are requested to bring their copy of Annual Report to the Meeting. ANNEXURE TO NOTICE Explanatory Statements in respect of Special Business pursuant to Section 173 of the Companies Act, 1956 Item No. 6 Shri Debjit Bhattacharya was reappointed as a Whole-time Director at a meeting of the Board of Directors on 29th January, 2013, to hold office as such with effect from 1st March, 2013 for another period of two years subject to the approval of the members at the ensuing Annual General Meeting of the Company and other necessary approvals, if any. Shri Debjit Bhattacharya, aged about 46 years, is an Associate Member of Institute of the Cost and Works Accountants of India with more than 17 years of experience. He has vast experience of working in various industry verticals and has been working in IT industry for more than 10 years. Prior to joining the Company, he has served Bonsai Network India Pvt. Ltd., Compaq
  5. 5. 5 ANNUAL REPORT 12-13 Computer India Pvt. Ltd., Asiatic Oxygen Ltd and Sunderban Fertilizers Ltd. He has sound knowledge in US GAAP, India GAAP, handling bank and financial institutions and other statutory compliances. He is also a Director on the Board of Usha Martin Education Private Limited, a subsidiary concern of the Company. The Board of Directors of your Company is of the opinion that his reappointment would be beneficial to the Company and hence recommend the resolution at item no. 6 for your approval. Shri Debjit Bhattacharya is deemed to be interested in the proposed resolution to the extent of his reappointment as a Whole-time Director. No other Director of the Company is interested in this resolution. Name of Director Shri Prashant Jhawar Shri Rahul Chaudhary Shri Subrata Kumar Mitra Shri Debjit Bhattacharya Date of Birth Date of Appointment Qualification Expertise in specific functional areas List of outside Directorship held excluding Alternate Directorship and Private companies as on 31st March, 2013 Chairman/Member of the Committee of the Board of Directors of the Company as on 31stMarch,2013 Chairman/Member of the Committee of the Board of Directors of other Companies as on 31stMarch,2013 6th Aprill 1963 4th March, 2000 B.Com, Management Development in Wharton Business School Management Usha Martin Ltd. Usha Breco Realty Ltd. l Usha Breco Ltd. Usha Breco Education Infrastructure Ltd. KGVK Social Enterprises Ltd. KGVK Rural Enterprise Ltd. NIL NIL 31st May, 1972 28th January, 2008 B.Com, FCA, ACS, AICWA Accounts, Finance and Secretarial NIL Audit Committee Remuneration Committee NIL 16th January, 1948 3rd March, 2010 MSc, MBA Structuring project finances, Strategic Advising and Asset management Hexaware Technologies Ltd. SKP Securities Ltd. Mangal Keshav Holdings Ltd. Mangal Keshav Securities Ltd. AMR Construction Ltd. LIC Mutual Fund AMC Ltd. Shareholders & Investors Grievance Committee 2nd April, 1967 1st March, 2009 B.Com, AICWA Accounts, Finance NIL NIL NILAudit Committee of LIC Mutual Fund AMC Limited. The information/details to be provided under Clause 49 of the Equity Listing Agreement on Corporate Governance for the appointment/reappointement of Directors for the aforesaid directors are as under:
  6. 6. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 6 Financial Review During the Financial Year ended 31st March 2013, your company recorded standalone revenue of ` 1199.28 Lakhs, which on a year-on-year comparison decreased by 7.09%. Consolidated revenue for the current financial year is ` 1560.99 Lakhs, which is a 2.53% decrease over last financial year. Standalone Profit after Tax stood at ` 34.78 Lakhs, which is a drop of approximately 14.15%(Y-o-Y), whereas Consolidated PAT stood at ` 38.95 Lakhs, which is 12.23% decline on Y-o-Y basis. Ratio analysis and future outlook of the Company has been included in Management Discussion and Analysis section. Dividend Your Directors do not recommend any dividend for the current financial year. Reserve And Surplus The balance Reserves and Surplus, as at 31st March, 2013 stands at ` 1881.14 Lakhs after making the appropriations indicated above. Subsidiary As you are aware that, the Company has a wholly-owned Indian subsidiary under the name and style of Usha Martin Education Private Limited (“UMEPL”). The said subsidiary is catering to school Education Segment. During the year under review, UMEPL was mainly engaged in providing school management services to all the schools of Usha Martin School Trust, currently functioning in West Bengal and Bihar. It also has registered and/or has applied for registration of certain brands, namely, “Usha Martin School” and “Usha Martin World School”, including all related logos, labels, taglines, styles etc. related to the brands. DIRECTORS’ REPORT TO THE MEMBERS Your Directors have pleasure in presenting the 16th Annual Report, together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2013. Financial Results: ( ` 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)
  7. 7. 7 ANNUAL REPORT 12-13 Based on the experience of last three years of operation,UM School Trust has now decided to change its business model from running affordable low cost school to running high end schools (with air conditioned classrooms, Buses, state of the art laboratories and extracurricular activities). While reviewing the performance of school management business for last 3 years (PAT Year 2012-13`4.17 lakhs; PAT Year 2011-12` 3.87 lakhs; PAT Year 2010-11 `2.43 lakhs), the Board of Directors’ of UMEPL feels that school business management requires considerable upfront capital Investments with returns coming over an extended period of time and the existing resources available with the Company cannot support such required investments. As such the management of UMEPL thought it appropriate to change its business model to licensing and consultancy and sell of its school management business ‘as a going concern’. The sale is proposed to be done to a related party on such consideration as the Board of Directors of UMEPL may deem appropriate arrived at on the basis of independent valuation undertaken by a firm of chartered accountants. However UMEPL will continue to own its’ UM School Brands, and continue to earn license fee even after sale of the existing school management business. Accordingly, suitable steps are being taken for obtaining necessary approval to give effect to such sale of undertaking. The Company has obtained exemption from annexing accounts and other documents pertaining to subsidiary, under Section 212(8), through the general approval from Ministry of Corporate Affairs, Government of India, vide their letter no. 47/07/2011- CL-III dated 20th January 2011. However, the financial statements of the subsidiary company (i.e., UMEPL) and other detailed information will be made available to the members seeking such information at any point of time. The annual accounts of the subsidiary company will also be available for inspection at the Registered Office of the Company as well as at the Registered Office of the subsidiary. Consolidated Financial Statements The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiary company, as approved by its Board of Directors, have been prepared in accordance with the Accounting Standard 21 (AS-21) – Consolidated Financial Statements as notified under Section 211 (3C) of the Companies Act, 1956 read with Companies (Accounting Standards) Rules, 2006 as applicable. Further, the Consolidated Financial Statements are also presented in accordance with Clause 41 of the Listing Agreement entered into with the stock exchanges, where the shares of the company are listed. Group Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising ‘group’ as defined under the Monopolies and Restrictive Trade Practices (‘MRTP’) Act, 1969 are furnished in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, which are as follows: Usha Martin Ltd., UMIL Share and Stock Broking Services Ltd., Peterhouse Investment Ltd., Usha Martin Ventures Ltd., Usha Martin Finance Ltd., Prajeev Investments Ltd., Brij Investments Pvt. Ltd., Prashant Investments Ltd., Peterhouse Investments India Ltd., Kenwyn Overseas Ltd., UCT Properties Pvt. Ltd., Neutral Publishing House Ltd., Redtech Network India Private Limited, Usha Breco Limited, Usha Breco Realty Limited, Usha Breco Education Infrastructure Limited. Public Deposit The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under. Directors Shri Prashant Jhawar, Shri Rahul Choudhary and Shri Subrata Kumar Mitra retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The term of appointment of Shri Debjit Bhattacharya, Whole-time Director, who was reappointed for a period of 2 years with effect from 1st March 2011, came to an end on 28th February 2013. The Board, considering the expertise and experience of Shri Bhattacharya and his contribution towards the overall growth of the Company, observe that it would be best in the interest of the Company to reappoint Shri Bhattacharya for a further period of 2 years with effect from 1st March 2013. Hence a resolution is placed at the Notice of the Annual General Meeting for the re-appointment of Shri Bhattacharya, as a Whole-time Director of the Company for a further period of 2 years, subject to compliance with all regulatory requirements, for the kind consideration of the shareholders.
  8. 8. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 8 None of the Directors are disqualified under Section 274 (1) (g) of the Companies Act, 1956. As required by law, this position is also reflected in the Auditors’ Report. Corporate Governance Your Company recognizes the importance of good Corporate Governance in building stakeholders’ confidence, improving investor protection and enhancing long-term enterprise value. A detailed report on Corporate Governance is annexed. Management Discussion and Analysis As provided in Clause 49 of the Listing Agreement with the Stock Exchanges, where the shares of your Company are listed, a management discussion and analysis on the operations and financial position of the Company is provided in a separate section. CEO / CFO Certification The Chairman and Whole-time Director of the Company have submitted a certificate to the Board as required under Clause 49 of the Listing Agreement for the year ended 31st March 2013. Directors’ Responsibility Statement Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors confirm: (i) That in preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review; (iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) That the Directors have prepared the accounts for the financial year ended 31st March 2013 on a ‘going concern’ basis. Auditors M/s S. Swarup & Co., Chartered Accountants, have communicated their willingness to act as the auditors of the Company subject to necessary approval at the forthcoming Annual General Meeting under Section 224 (1B) of the Companies Act, 1956 and the Board recommended their appointment. Human Resources Company considers its employees as its greatest source of strength and continuously focuses on their development. Experienced personnel having technical qualification related to the area of work of your Company have been inducted to strengthen the project team. Employee relations remained satisfactory throughout and the Board would like to record its appreciation for the employees of the Company for their whole hearted cooperation, unstinted support and dedication at all levels in maintaining smooth and harmonious industrial relations. In addition to a core group of experienced professionals who have remained with the organization for years, fresh professionals in various disciplines were also inducted. For enhancement of professional capabilities, employees were exposed to various training program both in-house as well as by reputed training institutions. The particulars required to be furnished under provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are not applicable to the Company, as none of the employees of your Company draws a salary above the limit as specified in the said Rule. Energy, Technology and Foreign Exchange Earning and Outgo The nature of the Company’s business does not require to involve any type of energy consumption or adaptation of any technology.
  9. 9. 9 ANNUAL REPORT 12-13 The particulars required to be furnished under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988: (i) Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company. (ii) Foreign Exchange earnings and outgo are as under: Earnings : ` 105.35 Lakhs Outgo : ` 9.38 Lakhs Environment Though the Company’s operations are not inherently polluting in nature, the Company continues to take adequate precautions to comply with all regulatory measures in this regard at all the educational premises and sites, so that no harm would cause to the society and the nature at a large. Declaration on compliance with code of conducts The Board has formulated a Code of Conducts for the Board Members and Senior Management of the Company, which has been posted on the website of the Company. It is hereby affirmed that all the Directors and Senior Management Personnel have complied with the Code and a confirmation to that effect has been obtained from the Directors and the Senior Management. Compliance Certificate A Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report. Acknowledgements Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, customers, vendors, bankers, and other business constituents for their support during the year under review. Your Directors also wish to place on records their deep sense of appreciation for the commitment displayed by all employees during the year. Place : Kolkata Dated : May 7, 2013 Prashant Jhawar Debjit Bhattacharya Chairman Whole-time Director On behalf of the Board of Directors
  10. 10. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 10 Industry Overview: [Sources: Ministry of Human Resource Development: www.education.nic.in; Company internal research; Industry research reports by various agencies like CARE, Salvus Capital etc] Education is the key to unlocking and building lasting value in a robust economy. For any country to grow and prosper, a well- positioned educated population is the fundamental requirement to meet the demands of an increasingly global economy and productive value creation. India has amongst the largest student population in the world and a low literacy level of 74.04% (2011). According to census 2011 figures, over 35.3% of the 1.21 billion people are between the age group 0-14 years. Additionally, there is shortage of employable manpower in various industry segments. In order to meet this existing and emergent demand, there is huge need of investments in the Indian education sector. Currently, education is primarily handled by the government through its infrastructure and budget outlays. But given the small budget outlays and complex regulatory structure, supply of equal education to all sectors is lagging far behind the demand of education. The country’s literacy rate has improved from 64.8% during 2001 to 74% as per the Census 2011. With the growing penetration of educational segments such as Pre-school, Information & Communication Technology (ICT) in schools etc, the market size of the Indian Education industry aggregated ` 3.46 lakh crore during FY12. Importantly, over the years, the role of private sector in education has increased with the setting-up of institutes. Even, the Government has emphasised on Public Private Partnership (PPP) in education so as to expand the reach and provide quality education to students in small towns & villages. This presents a vast opportunity for private players in the education sector. Company Outlook & Strategy In continuation of its endeavor in becoming one of the most prominent quality service provider to the education sector of India, your Company has increased its emphasis on supporting setting up the Usha Martin University at Jharkhand, at the earliest. As you are aware that the Company’s strategy for growth of training centers using infrastructure partner model has been successful over the year and hence the Company wishes to focus on increasing profitability at all its partner and owned centers. Your Company is also exploring the possibilities of entering into online education segment which is expected to grow at a rapid pace. Business Review Learning Business Segment As was depicted in the Business review in the earlier years, the Company has shifted its major focus on the undergraduate courses.During the current year under review, your Company has successfully trained and provided placement assistance to over 80% of the under-graduate students enrolled in its various study centers. However, due to comparative higher cost of delivery for undergraduate courses, margins have declined. MANAGEMENT DISCUSSION AND ANALYSIS The downward trend in the Indian Economy continued further during the year under review resulting in reduced employment ratio. The impact is obviously more on the students having higher technical and management education. Following this trend the in-take of post graduate students has been further lowered this year. The emphasis on undergraduate courses has been strengthened with a focus to make this our primary business. On a Y-o-Y basis, Revenues decreased by 7.09.% whereas Profit after-tax fell by 14.15%. Several key ratios are mentioned below: Particulars Year ended Year ended 31.3.2013 31.3.2012 Profitability Ratio: ( % ) ( % ) EBITDA/ Net Sales 10 12 PBT/ Sales 4 4 PAT/ Sales 3 3 *Based on Standalone figures.
  11. 11. 11 The wholly owned subsidiary of your Company, Usha Martin Education Private Limited (“UMEPL”) is engaged in providing allied services to the schools originally set up under a trust by the name ‘Usha Martin School’ and currently functioning at various locations of West Bengal and Bihar. UMEPL also registered and/or applied for registration of brand names under its umbrella for using those in school related services. However, as was stated in the Directors’ Report, UMEPL has decided to sell its business to another company, only retaining the brands registered and/or applied for registration in its name. Opportunities and threats Indian Government’s positive thrust on education, allocation of higher budgetary amount for the education sector and increased focus on capacity building presents a unique opportunity for growth of education business. Since majority of the Indian States are still not properly equipped to provide sufficient higher education to all the prospective students of the country, there is an opportunity for the private sector to act as a major catalyst in the system. However, at the same time the global recessionary situation reduces the employment opportunity throughout the World. This trend is expected to continue for some times in the future also. A major aspect of higher education is the ability to be employment ready at the earliest. Hence there is always a chance factor in growth of the business of your Company which is majorly dependent on employment scenario. Further there are normal risk factors of the Governmental policies which pose a deterrent to entry of private players in education business. Adequacy of Internal Controls 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-centralised the whole operation for making it more dynamic. Preparation of annual budget for targets for business growth which is continuously monitored throughout the year. Financial control and approval based on budget allocation. The Company also has adequate system to ensure that all of its assets are safeguarded and protected against loss 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. Human Resources Human Resource continue to play the key role in the growth and development of your Organization. With the diversification of business it has inducted experienced senior level as well as middle level management professionals, useful for this sector. The Company, as usual, has maintained cordial relation amongst the employees. The Board of Directors expresses its deep appreciation for sincere efforts made by the employees of your Company at all levels for the development of its business during the year and their co-operation in maintaining cordial relations. Cautionary Statements This document includes certain forward-looking statements. These statements are based on management’s current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological and/or regulatory factors. The Company is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto. Place : Kolkata Dated : May 7, 2013 Prashant Jhawar Debjit Bhattacharya Chairman Whole-time Director On behalf of the Board of Directors ANNUAL REPORT 12-13
  12. 12. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 12 Name Designation No. of Equity Shares held No. of outside Committee position held # No. of Outside Directorship held @ Shri. Prashant Jhawar Chairman/Non-Executive 6 _ _ 134,220 Shri. Rajeev Jhawar Vice-Chairman /Non-Executive 7 1 _ 36,957 Sir Stephen Harry Waley Cohen Bt. Non-Executive / Independent _ _ _ _ Shri. Subrata Kumar Mitra Non-Executive/ Independent 6 2 1 _ Shri. Rameshwar Pal Agrawal Non-Executive/ Independent _ _ _ _ Shri. Shiva Kumar Barasia Non-Executive 3 2 _ _ Shri. Trivikram Khaitan Non-Executive/ Independent _ _ _ _ Shri. Rahul Choudhary Non-Executive / Independent _ _ _ _ Shri. Debjit Bhattacharya Whole-time Director/ Executive _ _ _ 16,000 Member Chairman Directors Number Non-Executive Three Non-Executive /Independent Five Executive One Summary of Composition of the Board of Directors @Excluding foreign companies, private companies and companies under Section 25 of the Companies Act, 1956. # Chairmanship and membership of Audit Committee and Shareholder’s Grievance Committee is only considered. Composition of the Board of Directors and their shareholding as on 31st March, 2013 REPORT ON CORPORATE GOVERNANCE A BRIEF STATEMENT ON COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE Your Company continues to focus on good Corporate Governance with emphasis on its further betterment on a continuous basis. Corporate Governance is an integral part of Management. Any practical Corporate Governance Policy must provide empowerment of the Management to meet their obligations to the stakeholders at all level together with a check on the Management to ensure that the power vested on them are used with utmost care and responsibilities and not misused. Your Company’s Management believes in attainment of excellence, growth and value creation and in pursuit of that it continuously endevours to leverage resources to transform opportunities into reality as much as possible. I. BOARD OF DIRECTORS Composition The total strength of your Board of Directors is nine members consisting of one Non–Executive Chairman, seven Non-Executive Directors and one Executive Director. The Board comprised of five independent directors out of total nine members. None of the Directors on the Board is a Member of more than ten Committees or a Chairman of more than five Committees (as specified under Clause 49(I)(C) (ii) of the Equity Listing Agreement), across all the companies in which he is a Director. All the Directors have furnished a notice of disclosure of interest as specified under Section 299(1) of the Companies Act, 1956. The Company maintains Register of Contracts and details of companies and firms in which Directors are interested as provided under Section 301 (1) of the said Act. Meeting of the Board of Directors The dates of the Board Meeting are fixed in advance and accordingly intimation is sent to the Board Members. Senior officials are also invited to attend the meetings to provide clarification as and when required. During the year under review, 4 (four) Board Meetings were held on 9th May, 2012, 2nd August, 2012, 8th November, 2012 and 29th January, 2013
  13. 13. 13 * Sir Stephen Harry Waley Cohen Bt. attended 1 (one) meeting personally and 2 (two) meetings through Telephonic conference. Functioning and responsibilities of Board of Directors The Board of Directors plays the primary role in ensuring good corporate governance and functioning of the Company. All statutory and other significant and material information including information mentioned in Annexure IA of the Equity Listing Agreement is placed before the Board to enable it to discharge its responsibilities of strategic supervision of the Company as trustees of the members. The Company has an effective post-meeting follow-up mechanism in place. Action Taken Report on decisions taken at previous meetings of the Board is reviewed at the subsequent meeting of the Board. Compliance with Laws Pursuant to Clause 49 of the Equity Listing Agreement, the Board periodically reviews compliance report on all laws applicable to the Company, as prepared by the Company. There has been no non-compliance in this respect. Code of Conduct The Company maintain a well define Code of Conduct for Board Members and Senior Executive of the Management, and the same has been circulated to all concerned and is also hosted on the website of the Company. As per clause 49 of the Equity Listing Agreement, the Board Members and Senior Executives of the Management have given their declarations confirming compliance of the provisions of the above Code of Conduct. II. AUDIT COMMITTEE Constitution of Audit Committee The Audit Committee has been constituted in line with the provisions of Clause 49(II) of the Equity Listing Agreement and also meets the requirement of Section 292A of the Companies Act, 1956. The members of the Committee are financial experts. The members of Audit Committee as on 31st March 2013 are as follows: Shri Rahul Choudhary Chairman/Non-executive/Independent Shri Shiva Kumar Barasia Member /Non-executive Shri Trivikram Khaitan Member/Non-executive/Independent Name Designation The Company Secretary acts as the Secretary to the Committee. ANNUAL REPORT 12-13 Shri Rahul Choudhary 3 Shri Shiva Kumar Barasia 4 Shri Trivikram Khaitan 4 Director Audit Committee Meetings attended Meeting of the Audit Committee The dates of the Audit Committee Meeting are fixed in advance and accordingly intimation is sent to the Audit Committee Members. During the year under review, 4 (four) Audit Committee Meetings were held on 9th May, 2012, 1st August 2012, 8th November, 2012 and 29th January, 2013. The Chairman of the Audit Committee has attended the last Annual General Meeting held on 1st August, 2012. Attendance of the Directors at the Meeting of the Board and at the last AGM Director Attended Last AGMBoard Meetings Attended Shri Prashant Jhawar 4 Yes Shri Rajeev Jhawar 3 No Sir Stephen Harry Waley Cohen Bt. 3* No Shri Subrata Kumar Mitra 4 Yes Shri Rameshwar Pal Agrawal 2 No Shri Shiva Kumar Barasia 4 Yes Shri Trivikram Khaitan 4 Yes Shri Rahul Choudhary 3 Yes Shri Debjit Bhattacharya 4 Yes
  14. 14. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 14 Terms of Reference for Audit Committee The Terms of Reference of Audit Committee include the power as laid out in Clause 49 II (C) of the Equity Listing Agreement and role as stipulated in Clause 49 II (D) of the Equity Listing Agreement which inter alia includes the following: 1. To review the scope of audit (including the audit report) and any management letters issued by the statutory auditors. 2. To oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. 3. To review before submission to the Board the quarterly, half yearly and annual financial statements, Management Discussion and Analysis and significant Related Party Transactions. 4. To review adequacy of internal control system and ensure compliance with the same including holding of discussions regarding internal control system. 5. To review performance of the statutory and internal auditors and to recommend the appointment, re-appointment, replacement or removal of the statutory auditors, the fixation of audit fees; and approval of payment to statutory auditors for any other services rendered. 6. To review the adequacy and the structure of the internal audit function, staffing, reporting structure and frequency of internal audit including appointment and removal and terms of remuneration of the Chief Internal Auditor. 7. To review the applications of the funds raised through issue of shares. 8. To look into the reasons for substantial defaults, if any, in the payment to the investors and creditors. 9. To review Corporate Governance & other compliances. 10. To review any internal investigation reports and the functioning of the Whistle Blower mechanism, in case the same is existing. 11. To implement and monitor requirements as set out in Rules on Prevention of Insider Trading. 12. Any other functions as may be delegated by the Board. Apart from the Annual Accounts, the Audit Committee had also reviewed the Un-audited quarterly financial results and internal audit report of the Company during the year. III. REMUNERATION COMMITTEE (NON MANDATORY) Constitution of Remuneration Committee The Company has a duly constituted Remuneration Committee. As on 31st March 2013, the Committee comprises of following members: The Company Secretary acts as Secretary of the Committee. Meeting of the Remuneration Committee During the financial year ended 31st March 2013, one meeting was held on 29th January, 2013 to consider, review and recommend the terms of reappointment of Shri Debjit Bhattacharya as a Whole-Time Director of the Company. Terms of Reference of Remuneration Committee The Terms of Reference of the Committee are as follows: 1) To determine and recommend the remuneration package (including pension rights and compensation) and terms of reference of Executive Directors. 2) To review performance of Executive Directors. Sir Stephen Harry Waley Cohen Bt. Chairman/Non-Executive/Independent Shri Rahul Chaudhary Member/Non-Executive/Independent Shri Trivikram Khaitan Member/Non-Executive/Independent Shri Rajeev Jhawar Member/ Non-Executive Shri Shiva Kumar Barasia Member/Non-Executive Name Designation
  15. 15. 15 Notes: a) Details as per Note 7 of Note 19 to the Notes on Accounts; b) The appointment is subject to termination by 3 months notice in writing from either side; c) The Company does not have any scheme for grant of stock options to its Directors and Employees. Non- Executive Directors For attending Board Meetings The Non-Executive Directors of the Company are also eligible for commission for any financial year as per the Articles of Association of the Company, if approved by the Board. The Non Executive Directors were not paid any commission or any other remuneration during the financial year under review. For attending Audit Committee Meetings Executive Director Relationship with other Directors Business relationship with the Company All elements of remuneration package Fixed components and performance linked incentives Service contracts, notice period Stock options details, if any Shri Debjit Bhattacharya None Whole-time Director Pl. see note below Pl. see note below Pl. see note below Pl. see note below ANNUAL REPORT 12-13 Details of Remuneration paid to all Directors Executive Directors The remuneration of Whole-time Director is recommended by the Remuneration Committee to the Board of Directors for its necessary consideration and approval. The remuneration of the Executive Director is also approved by the members at the General Meeting of the Company. For attending Remuneration Committee Meetings Shri Prashant Jhawar 8,000 Shri Rajeev Jhawar 6,000 Sir Stephen Harry Waley Cohen Bt. 2,000 Shri Subrata Kumar Mitra 8,000 Shri Rameshwar Pal Agrawal 4,000 Shri Shiva Kumar Barasia 8,000 Shri Trivikram Khaitan 8,000 Shri Rahul Choudhary 6,000 Directors Sitting Fees Paid ( ` ) Shri. Rahul Choudhary 6,000 Shri. Shiva Kumar Barasia 8,000 Shri. Trivikram Khaitan 8,000 Directors Sitting Fees Paid ( ` ) Sir Stephen Harry Waley Cohen Bt. NIL Shri Rahul Choudhary 2,000 Shri Trivikram Khaitan 2,000 Shri Rajeev Jhawar NIL Shri Shiva Kumar Barasia 2,000 Directors Sitting Fees Paid ( ` )
  16. 16. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 16 VI. COMPLIANCE WITH OTHER MANDATORY REQUIREMENTS Management Discussion and Analysis Report A Management Discussion and Analysis report forms part of the annual report and includes discussion on various matters specified under clause 49(IV)(F) of the Equity Listing Agreement. V. GENERAL BODY MEETINGS Particulars of Annual General Meetings (AGM) held during the three previous years The Company Secretary acts as the Compliance Officer in the meetings of the committee. Terms of Reference of the Committee The Terms of Reference of the Committee are as follows: 1) To approve transfer/transmission of shares, issue new certificates against lost, defaced, mutilated, consolidations, subdivision etc. 2) To look into the redressing of shareholder complaints like transfer of shares, non receipt of balance sheet, non receipts of declared dividends etc. 3) To uphold the basic rights to transfer and registration of shares, redressal of complaints, obtaining relevant information on the Company on a timely basis. Status of complaints for the period from 01-04-2012 to 31-03-2013 IV. SHAREHOLDERS & INVESTORS GRIEVANCE COMMITTEE The said Committee was formed on 30th October, 2000. The Committee in consultation with the secretarial department of the Company examines the grievance of members/investors and the system of redressal of the same. Constitution of Shareholders & Investors Grievance Committee The Shareholders & Investors Grievance Committee, comprises of following members as on 31st March 2013: 1tt August, 2012 Shripati Singhania Hall, Rotary Sadan, None at 2.30 P.M 94/2, J.N Road, Kolkata-20 28th July, 2011 Shripati Singhania Hall, Rotary Sadan, None at 3.30 P.M 94/2, J.N Road, Kolkata-20 6th August, 2010 Shripati Singhania Hall, Rotary Sadan, For carrying on new business activity under at 3.30 AM 94/2, J.N Road, Kolkata-20 Section 149(2A) of Companies Act, 1956 Date & Time Venue Special Resolutions Passed Shri Rajeev Jhawar Chairman / Non-Executive Shri Subrata Kumar Mitra Member / Non-Executive/ Independent Shri Debjit Bhattacharya Member / Whole-time Director/ Executive Name Designation Complaints pending as on 1st April, 2012 0 Number of complaints received 6 Number of complaints attended to/resolved 6 Complaints pending as on 31st March, 2013 0 Number of share transfer pending for approval as on 31st March,2013 0
  17. 17. 17 ANNUAL REPORT 12-13 Subsidiaries The Company has a subsidiary under the name and style of “Usha Martin Education Private Limited” which is not a material non- listed Indian Subsidiary as per clause 49 III (i) of the Equity Listing Agreement. An Independent Director of the Company is appointed as one of the Director of subsidiary company. The minutes of proceedings of meetings of the Board of Directors of subsidiary companies are placed before the Board of Directors of the Company and attention of the directors is drawn to significant transactions and arrangements entered into by the subsidiary company. VII. DISCLOSURES Materially significant related party transactions There were no materially significant related party transactions (i.e. transactions of the Company of material nature) made by the Company with its Promoters, Directors or Management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large. Transactions with the related parties are disclosed in the Notes to the Accounts. Details of Non-compliance during the last three year During the last three years, there were no strictures or penalties imposed on the Company by either SEBI or the Stock Exchanges or any statutory authority for non-compliance of any matter relating to Capital Market. Disclosure of Accounting treatment The financial statements are prepared on accrual basis of accounting and in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India from time to time, Indian GAAP, provisions of the Companies Act, 1956 and comply in material aspects with the accounting standards notified under Section 211(3C) of the Companies Act, 1956 reading with the Companies (Accounting Standard) Rules, 2006. CEO/CFO Certification As required by Clause 49 (V) (B) of the Equity Listing Agreement, the management has given a declaration to the Board that they have no personal interest in any material, commercial and financial transactions that may have potential conflict with the interest of the Company at large. Reconciliation of Share Capital Audit A qualified practicing Company Secretary carried out a Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Ltd (NSDL) and Central Depository Services Ltd (CDSL) with the total issued paid- up and listed capital. The Reconciliation of Share Capital Audit Report confirms the total issued/paid-up capital is in agreement with the total number of share in physical and dematerialized form. Non Mandatory Conditions The Board The Board decided to maintain the office of Chairman and Vice-Chairman. Shri Prashant Jhawar and Shri Rajeev Jhawar were appointed/ elected to be the Chairman and Vice-Chairman of the Company, respectively, until otherwise decided. Remuneration Committee The Company has a Remuneration Committee as reported in paragraph III above. Audit Qualification There is no audit qualification. The rest of the Non Mandatory Requirements such as Shareholders’ Right, Training of Board Members, Mechanism of evaluating non-executive Board Members and Whistle Blower Policy will be implemented by the Company as and when required and / or deemed necessary by the Board. VIII. MEANS OF COMMUNICATION Financial Results The quarterly unaudited financial results of the Company are announced within 45 days of the end of respective quarter and the audited financial results are announced within 60 days of the end of financial year. The results are published in one English Newspaper and a vernacular (Bengali) Newspaper. The results are also promptly forwarded to stock exchanges in which the shares of the Company are listed.
  18. 18. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 18 Press Releases Official press releases on performance of the Company, significant corporate decisions/activities, etc., are promptly forwarded to stock exchanges and to the media (both print and electronic mode). Website The Company’s website www.umesl.co.in provides a separate section for the investors where relevant shareholders information is available. The Annual Report of the Company is also available on the website in a user-friendly and downloadable form. Annual Report Annual Report is circulated to members and others entitled thereto. The Management Discussion and Analysis Report and Corporate Governance Report form a part of the Annual Report. Chairman’s speech at General Meeting Chairman’s speech is distributed to the members at the Annual General Meeting. The same is also sent to the stock exchanges for information of members. IX. GENERAL SHAREHOLDERS INFORMATION Date of Incorporation 18th August, 1997 Corporate Identity Number (CIN) L31300WB1997PLC085210 Registered Office PS Srijan Tech Park, 5th Floor, DN-52, Sector - V Salt Lake City, Kolkata – 700 091 Date, time and Venue of Thursday , 1st of August 2013 at 2-30 P.M. at Annual General Meeting ‘’Sripati Singhania Hall”, Rotary Sadan, 94/2, Jawaharlal Nehru Road, Kolkata – 700 020 Financial Calendar (tentative and subject to change) Financial reporting for the first quarter ending June 30, 2013 On or before 14th August, 2013 Financial reporting for the second quarter ending September 30, 2013 On or before 15th November, 2013 Financial reporting for the third quarter ending December 31, 2013 On or before 15th February, 2014 Audited Results for the year ended March 31, 2014 On or before 30th May, 2014 Annual General Meeting for the year ended March 31, 2014 On or before 30th September, 2014 Date of Book Closure 25th July, 2013 to 1st August, 2013 (both days inclusive) Dividend Payment Date Not Applicable Listing on Stock Exchange and Code Number Stock Exchange Scrip Code Equity Shares Bombay Stock Exchange Ltd. 532398 Phiroze Jeejeebhoy Towers, UMESL Dalal Street Mumbai – 400 001 National Stock Exchange of India Ltd. UMESLTD Exchange Plaza 5th Floor, Plot No.C/1 G Block Bandra Kurla Complex Bandra (E) Mumbai – 400 051
  19. 19. 19 Global Depository Receipt (GDRs) Societè de la Bourse de Luxembourg UMIFG Societe Anonyme, R.C.B.6222B. P. 165, L-2011 Luxembourg Overseas Depository for GDRs Deutsche Bank Trust Company Americas, 60, Wall Street, New York, NY10005 United States Domestic Custodian of GDRs ICICI Bank Limited Securities Market Services,1st floor, Empire complex, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 ISIN Fully paid up equity shares: ISININE240C01028 GDRs : US91730W1053 Registrar and Transfer Agents M/s. MCS Limited 77/2A, Hazra Road, Kolkata-700 029 Tel.:033-2454-1892/93,033-40724052/53 Fax : 033-2454-1961 Website : www.mcsdel.com E-mail : mcskol@rediffmail.com Address for correspondence / enquiry Usha Martin Education & Solutions Limited PS. Srijan Tech Park, 5th Floor, DN-52 Sector V, Salt Lake, Kolkata-700 91 Email: ranendranath.chakraborty@umesl.co.in High Low High Low Mar 13 7.35 6.80 7.50 6.18 Feb 13 8.80 8.50 8.74 6.75 Jan 13 10.65 10.15 10.64 8.44 Dec 12 12.45 11.90 12.20 9.40 Nov 12 12.10 10.50 12.30 7.95 Oct 12 10.70 9.70 10.54 8.50 Sep 12 9.90 9.20 9.79 8.05 Aug 12 9.85 9.45 10.10 8.57 Jul 12 11.85 11.25 11.98 9.15 Jun 12 15.00 13.55 14.75 8.90 May 12 11.70 10.25 11.42 8.26 Apr 12 12.35 11.80 12.45 10.25 BSEMonth Market Price Data NSE Distribution of Shareholding as on 31st March, 2013 Range 1 - 500 30725 2209981 501 - 1000 1126 952628 1001 - 5000 862 2060158 5001 - 10000 108 832397 10001 & above 109 20360647 Total 32930 26415811 Number of Shareholders Number of Shares ANNUAL REPORT 12-13 Dematerialization of Shares and Liquidity as on 31st March, 2013 The shares of the Company are compulsorily traded in dematerialized form. In order to facilitate the members to dematerialize the shares, the Company has an agreement with NSDL and CDSL. The summarized position of members in physical and Demat segment as on 31st March, 2013 is as under: Type of Shareholding Physical 620737 2.35 Demat – NSDL 23801201 90.10 Demat – CDSL 1993873 7.55 Total 26415811 100.00 Number of Shares Percentage of Total Shareholding
  20. 20. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 20 PerformanceofCompany’sSharesvis-a-visBSESensex Comparison of monthly closing price of the Company with monthly closing BSE Sensex during the period April 2012 to March, 2013 is given below: Share Transfer System he Company at its Registered Office or at M/s. MCS Ltd, Registrar and Transfer Agents, Kolkata receives the application for transfers, transmission, sub division and consolidation. As the Company’s shares are currently traded in dematerialized form, the transfers are processed and approved in the electronic form by NSDL/CDSL through their depository participants. The Company on a regular basis processes the physical transfers and the certificates are dispatched by the Registrar directly to the transferees. A committee of the members of the Board is also formed to approve the share transfer on a fortnightly basis. Outstanding GDRs/ ADRs/ Warrants or any convertible instruments, conversion date and likely impact on equity. As on 31st March, 2013, there are 1,799,455 outstanding GDRs each representing one equity share of the Company. Physical vis-a-vis Demat shareholding as on 31st March 2013 Pattern of shareholding as on 31st March, 2013 Promoters Group 20 0.06 11388396 43.11 Mutual Funds//UTI 6 0.02 1634 0.01 Banks/Financial Institutions/Ins/ Govt. 33 0.10 936562 3.54 FIIS/FVC 6 0.02 1562889 5.92 Bodies Corporates 536 1.63 1769862 6.7 Individuals 32180 97.72 8634034 32.69 Others 148 0.45 322979 1.22 GDRs 1 0.00 1799455 6.81 Total 32930 100.00 26415811 100.00 Category No. of Shareholders % of Shareholders No. of Shares held % of Shareholding
  21. 21. 21 CEO & CFO Certification Debjit Bhattacharya Whole-time Director Place: Kolkata Date: May 7th, 2013 CEO/CFO Certificate in terms of Clause 49 of the Equity Listing Agreement To, The Board of Directors, Usha Martin Education & Solutions Limited In pursuance to the Clause 49 of the Equity Listing Agreement with the various Stock Exchanges, I hereby certify as under with regard to the Annual Audited Accounts of the Company for the financial year ended 31st March, 2013, including the Schedules and notes forming part thereof, as well as the Cash Flow Statement for the financial year ended as on that date: a. That the financial statements and the cash flow statement for the year have been reviewed and that to the best of my knowledge and belief : i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; ii. these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations. b. That there are, to the best of my knowledge and belief, no transactions entered into by the Company during the year which is fraudulent, illegal or violative of the Company’s Code of Conduct; c. That I accept responsibility for establishing and maintaining internal controls for financial reporting and that I have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, which I am aware of and steps I have taken or propose to take to rectify these deficiencies; d. That I have indicated to the auditors and the Audit committee: i. significant changes in internal control over financial reporting during the year; ii. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and iii. instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting. ANNUAL REPORT 12-13
  22. 22. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 22 We have reviewed the compliance of conditions of Corporate Governance by Usha Martin Education & Solutions Limited, for the year ended March 31, 2013, as stipulated in Clause 49 of the Equity Listing Agreement of the said Company with Stock Exchange(s) in India. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreements; through the Company’s established risk assessment and minimization procedures (together with internal control system for financial reporting) are in the process of being formalized / updated. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company. For S.Swarup & Co. Chartered Accountants S .S. Gupta (Proprietor) Membership No. 17897 Auditors’ Certificate on compliance of conditions of Corporate Governance. To The Members Usha Martin Education & Solutions Limited Place : Kolkata Date : May 7, 2013
  23. 23. 23 ANNUAL REPORT 12-13 INDEPENDENT AUDITOR’S REPORT To the Members of USHA MARTIN EDUCATION & SOLUTIONS LIMITED Report on the Financial Statements We have audited the accompanying financial statements of USHA MARTIN EDUCATION & SOLUTIONS LIMITED which comprises the balance sheet as at 31st March 2013, the Statement of Profit and Loss and Cash Flow of the Company for the year then ended and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 the Act. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013; (ii) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and (iii) in the case of Cash Flow Statement, of cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 2. As required by section 227(3) of the Act, we report that: a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account; d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;
  24. 24. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 24 In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under: (i) (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) All fixed assets were physically verified by the management during the year. As informed no material discrepancies were noticed on such verification. (c) Since there was no significant/substantial disposal of fixed assets during the year, the same has not affected the company as a going concern. (ii) The nature of company’s activities during the year have been such that clause 4(ii) of the Order is not applicable. (iii) As the company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under sec.301 of the Companies Act, 1956 so clause 4(iii) of the Order is not applicable. (iv) In our opinion and according to the information and explanations given to us, it appears that there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of fixed assets and for the sale of services. In our opinion there is no continuing failure to correct major weaknesses in internal control system. (v) According to the information and explanations provided by the management, the company has entered therein the contracts or arrangements that need to be entered into the register maintained u/s.301 of the Companies Act, 1956. All such transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. (vi) The company has not accepted any deposits from the public. (vii) The company has an internal audit system commensurate with its size and nature of its business. (viii) The clause relating to maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 is not applicable to the company. ANNEXURE TO THE AUDITORS’ REPORT (This is the Annexure referred to in our Report of even date) e) on the basis of written representations received from the directors as on March 31st , 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31st , 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company. For S.Swarup & Co. Chartered Accountants Firm Registration No. 310089E S .S. Gupta (Proprietor) Membership No. 17897 Place : Kolkata Date : May 7, 2013
  25. 25. 25 Place : Kolkata Date : May 7, 2013 For S.Swarup & Co. Chartered Accountants Firm Registration No. 310089E S .S. Gupta (Proprietor) Membership No. 17897 (ix) (a) As per records produced before us, the company is generally regular in depositing undisputed statutory dues like Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and Statutory dues to the extent applicable to it with the appropriate authorities and there were no arrears of such dues at the year end which have remained outstanding for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, there are no disputed dues of Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty or Cess to the extent applicable to it. (x) The Company does not have any accumulated loss as at 31st March, 2013 and has neither incurred cash losses in the financial year under report nor in the financial year immediately preceding such financial year. (xi) Based on our audit procedures and as per the information and explanations given by the management the company has not defaulted in the repayment of dues to any financial institution or banks. No debentures have been issued by the company and as such the question of default on the same does not arise. (xii) According to the information and explanations given to us and based on the documents and records produced, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. (xiii) In our opinion, the company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society and therefore the provisions of clause 4(xiii) of the Order are not applicable. (xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable. (xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions. (xvi) Since no term loans have been raised by the company, clause 4(xvi) of the order is not applicable. (xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet, we find that the company has not utilized funds raised on short term basis for long term investments. (xviii) No share capital has been raised by the company during the year and hence the question of making any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956, does not arise. (xix) No debentures have been issued by the company and hence the question of creating securities or charge in respect thereof does not arise. (xx) The company has not raised any money through a public issue during the year. (xxi) On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the Company, has been noticed or reported during the year. ANNUAL REPORT 12-13
  26. 26. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 26 Balance Sheet as at 31st March, 2013 I EQUITY AND LIABILITIES 1) Shareholders’ Funds (a) Share Capital (b) Reserves and Surplus 2) Non - Current Liabilities (a) Long Term Provisions 3) Current Liabilities (a) Trade Payables (b) Other Current Liabilities (c) Short Term Provisions II ASSETS 1) Non - Current Assets (a) Fixed Assets (i) Tangible Assets (ii) Intangible Assets (b) Non-Current Investments (c) Long Term Loans and Advances (d) Other Non- Current Assets 2) Current Assets (a) Trade Receivables (b) Cash and Cash equivalents (c) Short Term Loans and Advances Significant Accounting Policies and Notes on Accounts 1 2 3 4 5 6 TOTAL 7 8 9 10 11 12 13 TOTAL 19 26,415,811 188,114,104 1,298,170 17,082,514 10,938,276 7,896,052 251,744,927 30,631,907 576,039 160,500,000 7,490,844 2,028,641 33,118,012 2,442,634 14,956,850 251,744,927 26,415,811 184,636,529 979,115 13,400,955 3,530,583 7,032,505 235,995,498 35,243,764 1,319,144 160,500,000 7,414,698 878,980 15,332,885 2,877,370 12,428,657 235,995,498 As at 31st March, 2012 (Amount in `) As at 31stMarch,2013 ( Amount in ` ) Note no.Particulars This is the Balance sheet referred to in our report of even date The Notes referred to above form an integral part of Balance Sheet (S.S. Gupta) Proprietor Membership No. 17897 For and on behalf of S.SWARUP & CO. Chartered Accountants Firm Registration No. 310089E Place : Kolkata Dated : 7th May, 2013 Prashant Jhawar Debjit Bhattacharya R. N. Chakraborty Chairman Whole-time Director Company Secretary On behalf of the Board
  27. 27. 27 Statement of Profit and Loss for the Year Ended 31st March, 2013 I Revenue Revenue from Operations Other Income II Total Revenue III Expenses Employee Benefit Expense Finance Costs Depreciation and Amortization Expense Operating and Administrative Expenses IV Total Expenses V Profit before Tax VI Tax Expense: Current Tax VII Profit / (Loss) after tax Earnings per Equity Share: (1) Basic (2) Diluted Significant Accounting Policies and Notes on Accounts This is the Statement of Profit & Loss referred to in our report of even date 14 15 16 17 18 19 119,255,242 672,676 119,927,918 38,790,269 1,103,669 6,407,701 69,323,704 115,625,343 4,302,575 825,000 3,477,575 0.13 0.13 128,035,215 1,049,725 129,084,940 41,117,302 499,171 9,561,359 72,901,576 124,079,408 5,005,532 955,000 4,050,532 0.15 0.15 For the Year Ended 31st March, 2012 (Amount in ` ) For the Year Ended 31stMarch,2013 (Amount in ` ) Note no. The Notes referred to above form an integral part of Statement of Profit & Loss Particulars ANNUAL REPORT 12-13 (S.S. Gupta) Proprietor Membership No. 17897 For and on behalf of S.SWARUP & CO. Chartered Accountants Firm Registration No. 310089E Place : Kolkata Dated : 7th May, 2013 Prashant Jhawar Debjit Bhattacharya R. N. Chakraborty Chairman Whole-time Director Company Secretary On behalf of the Board
  28. 28. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 28 Note : 1 - SHARE CAPITAL Note : Paid up capital includes 26,414,411 Equity Shares issued as fully paid-up in terms of the Scheme of Demerger approved by the Hon’ble Calcutta High Court. As at 31st March, 2012 (Amount in `) As at 31stMarch,2013 ( Amount in ` ) a) Authorised 200,000,000 Equity Shares of ` 1/- each (Previous year 200,000,000 Equity Shares of ` 1/- each ) 1,000,000 10.75% Cumulative Redeemable Preference Shares of ` 50/- each (Previous year 1,000,000 Equity Shares of ` 50/- each) b) Issued, Subscribed and Paid-up 26,415,811 Equity Shares of ` 1/- (Previous year ` 1/-) each 250,000,000 26,415,811 26,415,811 200,000,000 50,000,000 250,000,000 26,415,811 26,415,811 200,000,000 50,000,000 Notes forming part of Balance Sheet c) There has been no Movement in number of shares outstanding at the beginning and at the end of reporting period d) The Company has only one class of issued shares i.e. ordinary equity shares having par value of `. 1 per share. Each 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. e) Shares in the Company held by each shareholder holding more than 5% as on balance sheet date f) There are no shares reserved for issue under option and contracts /commitments for sale of shares /disinvestment as at the Balance Sheet date. g) 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. UMIL Share & Stock Broking Services Ltd 3,075,127 11.64 3,075,127 11.64 Peterhouse Investment India Limited 2,968,718 11.24 2,968,718 11.24 Peterhouse Investment Limited 2,388,291 9.04 2,388,291 9.04 Prajeev Investments Limited 2,057,610 7.79 2,057,610 7.79 Deutsche Bank Trust Company Americas 1,799,455 6.81 1,799,455 6.81 No. of Equity Shares as on 31.03.2013 % of Equity Shares as on 31.03.2013 No. of Equity Shares as on 31.03.2012 % of Equity Shares as on 31.03.2012 Name of the shareholders
  29. 29. 29 Note : 2 - RESERVE AND SURPLUS Securities Premium Account As per last Account General Reserve Account ( see note below) As per last Balance Sheet Add: Transferred from Statement of Profit & Loss Note: General Reserves are free reserve or undistributed profits and created out of appropriation of profits. The reserve is created based on the financial policy of the Company and discretion of the management. The reserve can be utilized for any general purpose of the business which may include, meeting future liability or loss, strengthening the financial position of the business/ expansion of business etc. As at 31st March, 2012 (Amount in `) As at 31stMarch,2013 ( Amount in ` ) 120,249 120,249 180,465,748 4,050,532 184,516,280 184,636,529 Notes forming part of Balance Sheet 120,249 120,249 184,516,280 3,477,575 187,993,855 188,114,104 Note : 3 - Long Term Provisions Provision for Employee benefit - Gratuity (Funded) - Leave Encashment (Un-funded) 686,036 293,079 979,115 914,605 383,565 1,298,170 Note : 4 - Trade Payables For Supplies / Services Accrued Expenses 11,259,001 2,141,954 13,400,955 9,963,812 7,118,702 17,082,514 Note : 5 - Other Current Liabilities Advance Received from Customers Other Payables Statutory Dues Capital Goods Employees related liability 370,350 588,750 147,690 2,423,793 3,530,583 143,500 5,064,550 682,010 5,048,216 10,938,276 Note : 6 - Short Term Provisions Provisions for Taxation Provision for Employee benefit - Gratuity (Funded) - Leave Encashment (Un-funded) 7,010,532 11,492 10,481 7,032,505 7,835,532 47,158 13,362 7,896,052 ANNUAL REPORT 12-13
  30. 30. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 30 A.TangibleAssets Building10,880,1792,592,647_13,472,826247,779189,256_437,03513,035,79110,632,400 PlantandEquipment23,218,520439,5493,764,62319,893,44617,984,3923,902,8323,764,61618,122,6081,770,8385,234,128 OfficeEquipment4,673,04927,952_4,701,001735,354301,650_1,037,0043,663,9973,937,695 Furniture&Fixtures17,652,642305,4653,224,16814,733,9393,560,7211,079,109865,5453,774,28510,959,65414,091.921 Vehicles1,961,064__1,961,064613,444145,993_759,4371,201,6271,347,620 58,385,4543,365,6136,988,79154,762,27623,141,6905,618,8404,630,16124,130,36930,631,90735,243,764 B.IntangibleAssets Software3,536,45145,756_3,582,2072,217,307788,861_3,006,168576,0391,319,144 3,536,45145,756_3,582,2072,217,307788,861_3,006,168576,0391,319,144 Total(A)+(B)61,921,9053,411,3696,988,79158,344,48325,358,9976,407,7014,630,16127,136,53731,207,94636,562,908 PreviousYear56,785,0385,592,490455,62361,921,90516,062,9159,561,359265,27725,358,99736,562,908 NotesformingpartofBalanceSheet Note:7-FixedAssets[ReferPoint1(b)ofNote19] GROSSBLOCK Description Balanceasat 31stMarch, 2012 Sales/ Adjustments duringtheyear Balanceasat 31stMarch, 2013 Additions Asat 31stMarch, 2012 DEPRECIATION Depreciation Chargesfor theYear Sales/ Adjustments duringtheyear NETBLOCK Balanceasat 31stMarch, 2013 (Amountin`))))) Balanceasat 31stMarch, 2013 Balanceasat 31stMarch, 2012
  31. 31. 31 ANNUAL REPORT 12-13 NameoftheBodyCorporate Asat 31stMarch,2012 (Amountin`) Asat 31stMarch,2013 (Amountin`) Subsidiary/ Associate/JV/ Controlled Entity/Others No.ofShares 20132012 Quoted/ Unquoted PartyPaid/ FullyPaid ExtentofHolding 20132012 Whether Statedat Cost i)UshaCommunicationsTechnologyFullyPaid Limited,BritishVirginIslands9,396,0979,396,097UnquotedupCost55,000,00055,000,000 ii)RedtechNetworkIndiaPrivate Limited528,974528,974UnquotedFullyPaidCost100,000,000100,000,000 (Formerly,BonsaiNetworkIndiaup PrivateLimited) iii)UshaMartinEducationFullyPaid PrivateLimitedSubsidiary550,000550,000Unquotedup100100Cost5,500,0005,500,000 AggregateAmountofUnquoted160,500,000160,500,000 Investment NotesformingpartofBalanceSheet Note:8-NonCurrentInvestments InvestmentinEquityInstruments
  32. 32. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 32 Note : 9 - Long Term Loans and Advances Security Deposits ( Unsecured considered good unless otherwise stated) Considered Good Considered Doubtful Other Loans and Advances (Recoverable in cash or in kind or for value to be received) Prepaid expenses As at 31st March, 2012 (Amount in `) As at 31stMarch,2013 ( Amount in ` ) 5,893,935 _ 1,520,763 7,414,698 Notes forming part of Balance Sheet 6,293,935 _ 1,196,909 7,490,844 Note : 10 - Other Non-Current Assets Fixed Deposit with Bank (with IDBI Bank Ltd. for availing Working Capital Facility) Interest Receivable Gratuity (Funded with LIC of India) 500,000 42,942 336,038 878,980 500,000 101,842 1,426,799 2,028,641 Note : 11 - Trade Receivable ( Unsecured considered good unless otherwise stated) Outstanding for a period exceeding six months Considered Good Considered Doubtful Provision for doubtful receivables Other Receivables Considered Good Considered Doubtful _ _ _ _ 15,332,885 _ 15,332,885 15,332,885 _ _ _ _ 33,118,012 _ 33,118,012 33,118,012 Note : 12 - Cash and Cash Equivalents Cash on Hand Balances with Banks Cash Credit Account (For Security refer Point No. 2 of Note- 19) Fixed Deposit with Bank (with IDBI Bank Ltd. for availing Working Capital Facility) Less: Non Current portion transferred to Other Non-Current Assets ( Ref. Note no. 10 ) 76,969 1,648,414 1,151,987 _ 2,877,370 18,471 1,951,735 472,428 _ 2,442,634 500,000 500,000 500,000 500,000
  33. 33. 33 As at 31st March, 2012 (Amount in `) As at 31stMarch,2013 ( Amount in ` ) Notes forming part of Balance Sheet Note : 13 - Short Term Loans and Advances Other Loans and Advances (Recoverable in Cash or in kind or for value to be received) Advance Payment of Taxes Advance against supplies of Goods and Services Prepaid Expenses Advance /Loans to Employees 10,912,390 331,305 956,755 228,207 12,428,657 12,829,747 287,322 1,593,956 245,825 14,956,850 Note : 14 - Revenue from Operations Income from Learning Business (Tax deducted at Source `. 1,863,600/- , Previous Year. `. 3,642,478/-) 128,035,215 128,035,215 Note : 15 - Other Income Interest Income on Bank Fixed Deposit (Tax deducted at Source `. 9,282/- , Previous Year. `. 9,084/-) Liabilities no longer required written back Prior period Income Foreign Exchange Fluctuation Gain (Net) Profit on Sale of Fixed Assets 128,772 872,157 929 47,452 415 1,049,725 Note : 16 - Employee Benefit expense Salaries and Bonus Contribution to Provident Fund and other Funds Staff Welfare Expenses 38,842,140 1,908,581 366,581 41,117,302 For the Year Ended 31st March, 2012 (Amount in ` ) For the Year Ended 31stMarch,2013 (Amount in ` ) Notes forming part of Statement of Profit and Loss 119,255,242 119,255,242 139,465 533,211 _ _ _ 672,676 36,395,134 2,015,018 380,117 38,790,269 ANNUAL REPORT 12-13
  34. 34. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 34 Notes forming part of Statement of Profit and Loss For the Year Ended 31st March, 2012 (Amount in ` ) For the Year Ended 31stMarch,2013 (Amount in ` ) Note : 17 - Finance Costs (No Borrowing Cost has been Capitalized during the year) Interest on Working Capital Loan from Bank Other Borrowing Cost Others 318,974 164,674 15,523 499,171 316,543 787,126 _ 1,103,669 Note : 18 - Operating and Administrative Expenses Travelling and Conveyance Communication Power Maintenance expenses Rent Lease Rent Insurance Computer Consumables Professional and Consultancy charges Legal & Secreterial Marketing and Advertisement Business Development Printing and Stationery Brokerage/ Commission Hire charges Recruitment expenses Registration and Courseware Directors Meeting Fees Auditors’ Remuneration For Statutory Audit For Tax Audit Rates and Taxes Loss on discard of Fixed Assets Bank Charges Foreign Exchange Fluctuation Loss (Net) Bad Debts/Sundry Balances written off Miscellaneous Expenses 4,503,035 1,424,924 3,274,452 6,290,637 7,717,216 300,000 555,782 375,233 19,561,251 667,733 17,146,708 87,560 1,319,914 490,000 3,006,924 413,051 1,980,671 82,000 125,000 249,700 _ 108,856 _ 1,296,992 1,923,937 72,901,576 4,330,806 1,437,881 3,695,481 7,035,111 6,713,006 300,000 775,025 633,687 17,467,943 750,310 13,144,854 50,837 1,246,963 541,000 3,420,765 50,900 1,095,509 78,000 125,000 2,400,177 2,358,630 285,422 99,891 52,470 1,234,036 69,323,704 100,000 25,000 100,000 25,000
  35. 35. 35 1 SIGNIFICANT ACCOUNTING POLICIES a) Basis of Preparation of Financial Statement The Company generally follows mercantile system of accounting unless otherwise stated and recognizes income and expenditure on accrual basis except those with significant uncertainties.The accounts have been prepared in accordance with historical cost convention method. b) Fixed Assets and Depreciation Fixed assets comprising both tangible and intangible items are stated at cost less depreciation. The Company capitalizes all costs relating to acquisition of fixed assets. Cost of Software expected to be used on long-term basis is capitalized. Depreciation (including amortization) on fixed assets is provided using straight-line method (SLM) at the rates prescribed in schedule XIV of the Companies Act 1956, other than Computer & Computer Software which are depreciated under SLM over a period of 3 years. Laptops provided to students are depreciated on SLM basis over a period of 3 or 2 years as the case may be depending on the duration of course undertaken by the students. Further individual assets costing less than Rupees Five Thousands are depreciated in full in the year of purchase. Depreciation on additions and deletions to fixed assets is provided on a pro-rata basis. c) Investments Long-term investments are valued at their acquisition cost. Any decline in the value of the said investment, other than a temporary decline, is recognized and charged to the Statement of Profit and Loss. Current Investments are stated at lower of cost or fair value. d) Revenue Recognition Revenue from software services and consultancy is recognized as follows: _ The revenue from time and material contracts is recognized on the basis of the time spent and materials consumed as per the terms of the contract. _ In case of fixed price contracts revenue is recognized on percentage completion basis based on milestones defined in the contract. Foreseeable losses, if any, on contract completion is provided for. Revenue from training is recognized over the period of the course program. Revenue from operations is accounted for net of Service Tax. e) Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates. f) Current and Non Current assets and liabilities An asset or liability is classified as current when it satisfies any of the following criteria (i) It is expected to be realized / settled, or is intended for sale or consumption, in the Company’s normal operating cycle: (ii) It is held primarily for the purpose of being traded: (iii) It is expected to be realized / due to be settled within twelve months after the reporting date: or (iv) It is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date or (v) The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date Note 19 : Significant Accounting Policies and Notes on Accounts for the year ended 31st March, 2013 ANNUAL REPORT 12-13
  36. 36. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 36 g) Foreign Currency Transactions Transactions in foreign currency are accounted for at the rates prevailing on the date of the transaction. Monetary assets and liabilities in foreign currencies at the year-end are restated at the exchange rates prevailing on that date. Gain/loss arising out of exchange fluctuation on settlement or such restatement are accounted for in the Statement of Profit and Loss, except to the extent these relate to acquisition of fixed assets, in which case these are adjusted to the carrying value of the related fixed assets. h) Leases Operating Leases _ Rentals are expensed with reference to lease terms and other considerations. i) Employee Benefits (i) Contribution to employee provident fund is charged to revenue on a monthly basis (ii) Liability for retrial, gratuity and un-availed earned leave is provided for based on an independent actuarial valuation report as per the requirements of Accounting Standard – 15 (revised) on “Employee Benefits”. (iii) Employee benefits of short-term nature are recognized as expense as and when it accrues. Long term employee benefits (e.g. long-service leave) and post employments benefits (e.g. gratuity), both funded and unfunded, are recognized as expense based on actuarial valuation. j) Taxation Current Tax in respect of taxable income of the year is provided for based on applicable tax rates and laws. Deferred tax is recognized subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods and is measured using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets / liabilities are reviewed at each Balance Sheet date. k) Borrowing Cost Borrowing cost attributable to the acquisition and contribution of qualifying assets are added to the cost up to date when such assets are ready for their intended use. Other borrowings cost are recognized as expense in the period in which these are incurred. l) Contingencies Contingencies, which can be reasonably ascertained, are provided for if, in the opinion of the Company, there is a probability that the future outcome may be materially adverse to the Company. m) Prior Period and Extra Ordinary Items and Changes in Accounting Policies Prior Period and Extra Ordinary Items and Changes in Accounting Policies having material impact on the financial affairs of the Company are disclosed. 2) During the year, the Company has utilized its working capital facility (Overdraft) of ` 50 lacs from IDBI Bank Ltd, secured by first charge by way of hypothecation of all the current assets, both present and future, of the Company. The above loan is also collaterally secured by first charge by way of hypothecation of movable fixed assets of the Company.As on 31st March, 2013 there was no outstanding balance on the working capital facility as provided by IDBI Bank Ltd. 3) Foreign Currency Earnings & Outgo: Note 19 : Significant Accounting Policies and Notes on Accounts for the year ended 31st March, 2013 a) Expenditure in foreign currency : Listing Fees Foreign Travel Consultancy 2012-13( ` ) 2011-12 (`) 181,141 703,386 53,209 168,125 420,024 _
  37. 37. 37 Reimbursement of Expenses against services for setting of Education Centre /Income from Research report on Education 2012-13( ` ) 2011-12 ( `) 10,535,253 1,423,381 b) Earnings in foreign currency: Note 19 : Significant Accounting Policies and Notes on Accounts for the year ended 31st March, 2013 4) Related Party Disclosures Pursuant to Accounting Standard 18 issued by The Institute of Chartered Accountants of India. i) Related Parties Name Relationship Usha Breco Realty Limited. Substantial interest in voting power of the entity. Usha Martin Limited. - do - Usha Martin Education Private Limited. - do - Usha Breco Limited - do - Redtech Network India Private Limited. - do - Debjit Bhattacharya (Whole-time Director) Key Managerial Personnel ii) Particulars of Transactions during the year ended 31st March, 2013 Figures in normal font relate to previous year 5) The Segment Information for the year ended 31st March,2013 I (a) The Company was giving disclosures under AS-17 i.e. Segment Reporting till the year ended 31st March, 2012. 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. ANNUAL REPORT 12-13 Particulars Subsidiaries and Associates ( ` ) Key Management Personnel ( ` ) Rent Paid (including lease Rent) Directors’ Remuneration Income from Training Balances outstanding at the year end Usha Martin Limited- lease Rent Investment in Equity and Preference Shares Refer Note No. 8 to Accounts -do- 684,750 660,000 — — 7,800,000 6,000,000 — — — — 1,489,346 1,475,000 — — — —
  38. 38. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 38 Note 19 : Significant Accounting Policies and Notes on Accounts for the year ended 31st March, 2013 Figures above are for FY’ 2011-12 *Excluding Shareholders’ Funds @ Profit before taxation. Revenue from Operations — — — 7,149,554 120,885,661 128,035,215 Other Income — — — 155,728 893,997 1,049,725 Segment Revenues — — — 7,305,282 121,779,658 129,084,940 Segment Results [Profit/(Loss)] before interest, taxation and un-allocable expenditure — — — 2,793,892 4,596,438 7,390,330 Segment Assets — — — 561,179 74,098,280 74,659,459 Segment Liabilities — — — 2,183,944 15,412,644 17,596,588 Capital Expenditure — — — — 5,592,490 5,592,490 Depreciation — — — 52,662 9,508,697 9,561,359 Software & Consultancy Learning TotalParticulars ( Amount in ` ) III Reconciliation of Reportable Segments with the Financial Statements Liabilities*Particulars AssetsResultsRevenues Total of Reportable Segments — — — — 128,956,168 7,390,330 74,659,459 17,596,588 Corporate – Unallocated (Net) — — — — — (2,014,399) 161,000,000 — Finance Cost — — — — — (499,171) — — Interest Income — — — — 128,772 128,772 — — As per Financial Statements — — — — 129,084,940 5,005,532@ 235,659,459 17,596,588 ( Amount in ` ) II Segment Revenues, Results and Other Information
  39. 39. 39 Revenues from operation 108,719,989 10,535,253 119,255,242 Total Assets 251,744,927 _ 251,744,927 Capital Expenditure 3,411,369 _ 3,411,369 Domestic Exports Total IV Secondary Segment Reporting (by Geographical Segments) ( Amount in ` ) Note 19 : Significant Accounting Policies and Notes on Accounts for the year ended 31st March, 2013 6) Computation of Earning Per Equity Share (Basic and Diluted) For the year ended For the year ended 31stMarch,2013 31st March,2012 (I) Basic (a) (i) Number of Equity Shares at the beginning of the year 26,415,811 26,415,811 (ii) Number of Equity Shares at the end of the year 26,415,811 26,415,811 (iii) Weighted average number of Equity Shares outstanding during the year 26,415,811 26,415,811 (iv) Face Value of each Equity Share- `. 1 1 (b) Profit/(Loss) after tax attributable to Equity Shareholders- . `. Net Profit/(Loss) after Taxation 3,477,575 4,050,532 Basic Earning per Share [(b)/(a)(iii)]- `. 0.13 0.15 (II) Diluted (a) Diluted Potential Equity Shares _ _ (b) Diluted Earning per Share [I(b)/I(a)(iii)]- `. 0.13 0.15 7) Minimum Managerial Remuneration paid/payable 2012-13 2011-12 ( ` ) ( ` ) ( ` ) ( ` ) (a) Wholetime Director’s Remuneration: Salary 491,756 486,750 Contribution to Provident Fund 59,016 58,410 Contribution to Gratuity and Superannuation 24,472 21,582 Other Benefits (actual and/or estimated) 914,102 1,489,346 908,258 1,475,000 (b) Other Directors Directors’ Sitting Fees 78,000 78,000 82,000 1,567,346 1,557,000 8) The Company has unabsorbed depreciation and carried forward losses available for set off under the Income- tax Act, 1961. However, in view of inability to assess future taxable income, the extent of net deferred tax assets which may be adjusted in the subsequent years, is not ascertainable with virtual certainty at this stage and accordingly the same has not been recognized in the accounts on prudent basis. 9) The Company has no amounts due to suppliers under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) as at 31.03.2013. The disclosure as required under the said Act as under: ANNUAL REPORT 12-13
  40. 40. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 40 LeaveEncashment (Unfunded) 1 Current Service Cost 269,730 99,165 247,017 16,182 2 Interest Cost 45,448 21,024 40,206 25,213 3 Expected Return on Plan Assets (29,034) — (26,883) — 4 Curtailment Cost / (Credit) — — — — 5 Settlement Cost / (Credit) — — — — 6 Past Service Cost — — — — 7 Actuarial Losses / (Gains) (112,827) 18,966 (209,346) 91,760 8 Total expense recognized in the Statement of Profit & Loss 173,317 139,155 50,994 133,155 II Actuarial Returns for the period ended March, 2013 — — III Net Asset / (Liability) recognized in Balance Sheet as at March 31, 2013 1 Present Value of Defined Benefit Obligation 815,123 348,204 550,888 254,837 2 Fair Value on Plan Assets 1,479,033 — 362,921 — 3 Status [Surplus/(Deficit)] 663,910 (348,204) (187,967) (254,837) 4 Unrecognised Past Service Cost — — — — 5 Net Asset/(Liability) recognized in Balance Sheet 663,910 (348,204) (187,967) (254,837) Gratuity (Funded) I. Components Employer Expense 10) Defined Benefit Plans / Long Term Compensated Absences – as per Actuarial Valuations as on March 31, 2013 and recognized in the financial statements in respect of Employee Benefit Schemes. ( Amount in ` ) Note 19 : Significant Accounting Policies and Notes on Accounts for the year ended 31st March, 2013 a) Principal amount due to suppliers under MSMED Act Nil b) Interest due to suppliers as above Nil c) Any payment made to suppliers beyond appointed date (under Section 16 of the Act) Nil d) Interest due and payable to suppliers under MSMED Act Nil e) Interest accrued and remaining unpaid as at 31.03.2013 Nil f) Interest remaining due and payable as per Section 23 of the Act Nil
  41. 41. 41 IV Change in Defined Benefit Obligations (DBO) duringthe yearendedMarch31,2013 1 Present Value of DBO at the Beginning of Period 550,888 254,837 473,011 296,625 2 Current Service Cost 269,730 99,165 247,017 16,182 3 Interest Cost 45,448 21,024 40,206 25,213 4 Curtailment Cost / (Credit) — — — — 5 Settlement Cost / (Credit) — — — — 6 Plan Amendments — — — — 7 Acquisitions — — — — 8 Actuarial (Gains)/Losses (50,943) 18,966 (209,346) 91,760 9 Benefits Paid — (45,788) — (174,943) 10 PresentValueofDBOattheEndofPeriod 815,123 348,204 550,888 254,837 V ChangeinFairValueofAssetsduringthe yearendedMarch31,2013 1 Plan Assets at the Beginning of Period 362,921 — 336,038 — 2 Acquisition Adjustment — — — — 3 Expected Return on Plan Assets 29,034 — 26,883 — 4 Actuarial Gains/(Losses) 61,884 — — — 5 Actual Company Contribution 1,025,194 45,788 — 174,943 6 Benefits Paid — (45,788) — (174,943) 7 Present Value of DBO at the End of Period 1,479,033 — 362,921 — Gratuity (Funded) Leave Encashment (Unfunded) Note 19 : Significant Accounting Policies and Notes on Accounts for the year ended 31st March, 2013 ( Amount in ` ) ANNUAL REPORT 12-13
  42. 42. USHA MARTIN EDUCATION & SOLUTIONS LIMITED 42 VI Actuarial Assumptions 1. Discount Rate (%) 8.25% 8.25% 2. Expected Return on Plan Assets (%) 8.00% — The estimates of future salary increases, considered in actuarial valuations take account of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market. Figures in normal font relate to previous year 11) Balances of Sundry Debtors, Sundry Creditors and Loans and Advances (Dr. & Cr.) are subject to confirmation from the respective parties. 12) Previous year figures have been regrouped / rearranged wherever necessary. Note 19 : Significant Accounting Policies and Notes on Accounts for the year ended 31st March, 2013 (S.S. Gupta) Proprietor Membership No. 17897 For and on behalf of S.SWARUP & CO. Chartered Accountants Firm Registration No. 310089E Place : Kolkata Dated : 7th May, 2013 Prashant Jhawar Debjit Bhattacharya R. N. Chakraborty Chairman Whole-time Director Company Secretary On behalf of the Board
  43. 43. 43 Cash Flow Statement for the Year Ended 31st March, 2013 For the year ended 31st March, 2012 ( ` )( ` )( ` ) For the year ended 31stMarch,2013 ( ` ) 6,407,701 2,358,630 (139,465) 1,103,669 (533,211) 312,472 52,470 99,891 (19,715,231) 11,667,593 (3,411,369) _ 80,565 4,302,575 9,662,157 13,964,732 (8,047,638) 5,917,094 (1,917,357) 3,999,737 (3,330,804) 9,561,359 (415) (128,772) 499,171 (872,157) 168,364 1,296,992 (47,452) (2,340,020) (2,486,007) (5,592,490) 190,761 94,193 5,005,532 10,477,090 15,482,622 (4,826,027) 10,656,595 (3,415,707) 7,240,888 (5,307,536) A. Cash flow from Operating Activities : Net Profit/(Loss) before Taxation Adjustments for : Depreciation Profit/(Loss) on Sale of Fixed Assets Interest Income Finance costs Provisions/Liabilities no longer required written back Provision for Gratuity/Leave Encashment Bad Debts / Sundry balances written off Unrealised Foreign Exchange (Gain)/Loss (net) Operating profit before Working Capital changes (Increase)/Decrease of Trade and other receivables Increase/(Decrease) of Current Liabilities and Other Provisions Cash generated from/(used in) Operations Direct taxes (paid)/refund (Net) Net Cash from/(used in) Operating Activities B. Cash flow from Investing Activities : Purchase of Fixed Assets Proceeds from Sale of Assets Interest received from Bank/Others Net cash used in Investing Activities ANNUAL REPORT 12-13

×