The Directors have pleasure in presentation the 15th Annual Report,
 together with the Audited Statement of Accounts of the company for the
 financial year ended 31st March, 2012.
 
 Financial Results:
 
                                Standalone             consolidated 
 
 Particulars                 Year        Year        Year        Year 
                            ended       ended       ended       ended
 
                        31.3.2012   31.3.2011   31.3.2012   31.3.2011
 
 Gross income             1290.85     1281.48     1601.50     1491.49
 
 Gross Profit/(loss) 
 before Financial Cost  
 and Depreciation          150.66      275.90      168.65      282.80
 
 Less: Finance Cost          4.99        6.65       12.45        6.65
 
 Less:Depreciation          95.61       73.08      101.47       76.94
 
 Profit/(loss) for the 
 year                       50.06      196.17       54.73      199.21
 
 Less provision for 
 Tax(Net)                    9.55       39.10       10.35       39.71
 
 Profit/(loss) 
 After Tax                  40.51      157.07       44.38      159.50
 
 Profit/(loss) brought 
 from Previous  Year            -           _           _           _
 Amount Available for 
 Appropriation              40.51      157.07       44.38      159.50
 
 Dividend                       _           _           _           _
 
 Transfer (to)/from 
 Reserves and Surplus      (40.51)    (157.07)     (44.38)    (159.50)   
       
      
 Business Review
       
 During the Financial Year ended 31st March 2012, your Company recorded
 standalone revenue of Rs 1290.85 Lakhs, which on a year-on-year
 comparison increased marginally by 0.73%. Consolidated revenue for the
 current financial year was Rs. 1601.50 Lakhs, which is a marginal 7.4%
 increase over last financial year. Standalone Profit after Tax stood
 at Rs. 40.51 Lakhs, which is a drop of approximately 74% (Y-O-Y),
 whereas consolidated PAT stood at Rs.44.38 Lakhs, which is 72% decline
 on Y-O-Y basis. Student registrations across various offerings have
 increased by approximately 21% over last year with undergraduate
 registration accounting for major portion of growth where margin is
 lower, resulting in decline of net profit.
                                                                
 Dividend
 
 Your Directors do not recommend any dividend for the current financial
 year.
 
 Subsidiary
        
 The Company has a wholly-owned Indian subsidiary under the name and
 style of Usha Martin Education Private Limited.  The said subsidiary is
 instrumental in catering to Education Segment. The company has obtained
 exemption from annexing accounts and other documents pertaining to
 subsidiary, under Section 212(8), vide approval from Ministry of
 Corporate Affairs, Government of India, vide their letter no.
 47/07/2011-CL-III dated 20th January 2011.
            
 The financial statements of the subsidiary company and other detailed
 information will be made available to the members seeking such
 information at any point of time. The annual accounts of the subsidiary
 company will also be available for inspection at the Registered Office
 of the Company as well as at the Registered Office of the subsidiary.
 
 Consolidated Financial Statements
       
 The Audited Consolidated Financial Statements based on the Financial
 Statements received from subsidiary company, as approved by its Board of
 Directors, have been prepared in accordance with the Accounting
 Standard 21 (AS-21) - Consolidated Financial Statements as notified
 under Section 211 (3C) of the Companies Act,1956 read with Companies
 (Accounting Statements) Rules, 2006 as applicable. Further, the
 Consolidated Financial Statements are also presented in accordance with
 Clause 41 of the Listing Agreement entered into the stock exchanges
 where the shares of the company are listed.
      
 Group
      
 Pursuant to an intimation from the Promoters, the names of the
 Promoters and entities comprising ''group'' as defined under the
 Mono policies and Respective Trade Practices (''MRTP'') Act, 1969 are
 furnished in the Annual Report for the purpose of the SEBI (Substantial
 Acquisition of Shares and Takeovers) Regulations, 1997.
        
 Public Deposit
       
 The Company has not accepted any deposit within the meaning of Section
 58A of the Companies Act, 1956 and the rules made there under.
         
 Directors
            
 Shri Shiva Kumar Barasia and Shri Trivikram Khaitan retire by rotation
 at the ensuring Annual General Meeting and being eligible, offer
 themselves for re-appointment.
       
 Corporate Governance
 
 Your Company recognizes the importance of good Corporate Governance as
 step for building stakeholders'' confidence, improving investor
 protection and enhancing long-term enterprise value. A detailed report
 on Corporate Governance is annexed.
        
 Management Discussion and Analysis
       
 The management discussion and analysis on the operations and financial
 position of the Company is provided in a separate section forming part
 of annual report.
         
 CEO/CFO Certification
       
 The Whole-time Director of the Company has submitted a certificate to
 the Board as required under Clause 49 of the Listing Agreement for the
 year ended 31st March 2012.
       
 Directors'' Responsibility Statement
       
 Pursuant the requirement under Section 217(2AA) of the Companies Act,
 1956, the Directors confirm:
        
 (i) That in preparation of the accounts for the financial year ended
 31st March 2012, the applicable accounting standards have been followed
 along with proper explanation relating to material departures;
       
 (ii) That the Directors have selected such accounting policies and
 applied them consistently and made judgement and estimates that were
 reasonable and prudent so as to give true and fair view of the state of
 affairs of the Company at the end of the financial year and of the
 profit or loss of the Company for the year under review;
       
 (iii) That the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
        
 (iv) That the Directors have prepared the accounts for the financial
 year ended 31st March on a ''going concern'' basis.
 
 Auditors
   
 M/s S.Swarup & Co., Chartered Accountants, have communicated their
 willingness to act as the Auditors of the Company subject to
 necessary approval at the forthcoming Annual General Meeting under
 Section 224(1B) of the Companies Act, 1956 and the Board recommend
 their appointment.
 
 Human Resources
       
 The Company recognizes the importance and contribution of people in
 delivering existing business and identifying new business opportunities
 and is committed to the welfare of its staff by providing a congenial
 work environment.
       
 The Board of Directors expresses its appreciation for sincere efforts
 made by the employees of your Company at all levels during the year and
 their co-operation in maintaining cordial relations.
       
 The particulars required to be furnished under provisions of Section
 217 (2A) of the Companies Act, 1956 read with the Companies
 (Particulars of Employees) Rules, 1975, are not given as none of the
 employees of your Company draws a salary of or above Rs. 60 Lakhs per
 annum or Rs.5 Lakhs per month.
 
 Energy, Technology and Foreign Exchange Earning and Outgo
       
 The particulars required to be furnished under Section 217 (1) (e) of
 the Companies Act, 1956 read with the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988:
        
 (i) Part A and B pertaining to conservation of energy and technology
 absorption are not applicable to the Company.
      
 (ii) Foreign Exchange earnings and outgo are as under:
         
 Earnings      Rs. 14.23 Lakhs
                
 Outgo         Rs. 5.88 Lakhs
 
 Compliance Certificate
 
 A Certificate from the auditors of the Company regarding compliance of
 conditions of Corporate Governance as stipulated under Clause 49 of the
 Listing Agreements is attached to this Report.
 
 Acknowledgements
 
 Your Directors would like to express their sincere appreciation of the
 co-operation and assistance received from shareholders, customers,
 vendors, bankers, and other business constituents for their support
 during the year under review. Your Directors also wish to place on
 records their deep sense of appreciation for the commitment displayed
 by all employees during the year.
 
                            On behalf of the Board of Directors
 
                            Prashant Jhawar       Chairman
 
                            Debjit Bhattacharya   Whole-time Director