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.
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
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
After Tax 40.51 157.07 44.38 159.50
from Previous Year - _ _ _
Amount Available for
Appropriation 40.51 157.07 44.38 159.50
Dividend _ _ _ _
Reserves and Surplus (40.51) (157.07) (44.38) (159.50)
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.
Your Directors do not recommend any dividend for the current financial
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.
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.
The Company has not accepted any deposit within the meaning of Section
58A of the Companies Act, 1956 and the rules made there under.
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.
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.
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
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March on a ''going concern'' basis.
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
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
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
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.
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