Your Directors have pleasure in presenting the 26th Annual Report, together with the
Audited Statement of Accounts of the Company for the financial year ended 31st March,
2023.
Financial Results ( Rs. in thousand)
|
Standalone |
Consolidated |
Particulars |
Year ended 31.3.2023 |
Year ended 31.3.2022 |
Year ended 31.3.2023 |
Year ended 31.3.2022 |
| Gross Income |
7654.99 |
8,614.76 |
8106.52 |
9,066.62 |
| Gross Profit/(loss) before Finance |
2170.16 |
2,101.89 |
2397.95 |
2,255.22 |
| Cost and Depreciation |
|
|
|
|
| Less: Finance Cost |
1602.94 |
1,606.90 |
1606.18 |
1,608.33 |
| Less: Depreciation |
7.07 |
3.98 |
7.07 |
3.98 |
| Profit/(loss) before exceptional items and tax |
560.15 |
491.01 |
784.70 |
642.91 |
| Less : Exceptional Items |
- |
- |
- |
- |
| Profit/(loss) Before Tax |
560.15 |
491.01 |
784.70 |
642.91 |
| Less: Provision for Tax(net) |
33.66 |
- |
151.88 |
38.00 |
| Profit/(loss) After Tax |
526.49 |
491.01 |
632.82 |
604.91 |
| Other Comprehensive Income |
0.58 |
491.01 |
0.58 |
604.91 |
| Total Comprehensive Income for the period |
527.07 |
|
633.40 |
|
Financial Review
During the Financial Year ended 31st March 2023, your company recorded standalone
revenue of Rs.. 7654.99 thousand , commensurate with its present business activities.
Consolidated revenue for the current financial year is Rs.. 8106.52 thousand
Dividend
Your Directors do not recommend any dividend for the current financial year.
Reserve and Surplus
The balance of Reserves and Surplus, as at 31st March, 2023 stands at Rs..109417.63
thousand after making the appropriations indicated above.
Subsidiary
The Company has obtained exemption from annexing accounts and other documents
pertaining to subsidiary, 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. Usha Martin Education
Private Limited) 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 129 (3) of the Companies Act, 2013 read with
Companies (Audit and Auditors) Rules, 2014 as applicable. Further, the Consolidated
Financial Statements are also presented in accordance with Regulation 33 of the SEBI
(Listing Obligation and Disclosures Requirement) Act, 2015 entered into with the stock
exchanges where the shares of the company are listed.
Public Deposit
The Company has not accepted any deposit within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
Particulars of Loans, Guarantees or Investments:
The company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013. The details of the investments made by company are
given in the notes to the financial statements.
Internal Control Systems and their adequacy:
Company is equipped with a proper and adequate system of internal controls for
maintaining proper accounting cost control and efficiency in operation. Company has
developed documented procedures and various methods as follows:-
• Proper Delegation of power to de-centralize the whole operation for making it
more dynamic.
• Preparation of annual budget for targets for business growth which is
continuously monitored throughout the year.
• Financial control & approval based on budget allocation.
The Company also has adequate system to ensure that all of its assets are safeguarded
and protected against loss from unauthorized use or disposition, and transactions are
authorized, recorded, and reported correctly. The internal control system is supplemented
by internal audits, review by management, documented policies and procedures.
Corporate Social Responsibility initiatives
Your Company does not fulfill the criteria for making contribution towards corporate
social responsibility as directed by The Companies (Corporate Social Responsibility
Policy) Rule, 2014. However, as a responsible entity of the country we respect society
value and make endeavor to contribute for the social cause as far as possible.
Directors
None of the Directors are disqualified under Section 149 of Companies Act, 2013. As
required by law, this position is also reflected in the Auditors Report
• Declaration of Independence
The Independent Directors have submitted their declaration of Independence, as per the
Companies Act, 2013 and Regulation 25 of the Listing Agreement, to the Board at the first
Board Meeting of this current Financial Year
• Board Evaluation:
You are aware that, in compliance with the Companies Act, 2013, your Board on its
Meeting held on 29th January 2015, has adopted a Policy for evaluation of itself along
with all its committees and all the Directors individually. According to the policy, a
comprehensive evaluation was done to assess the Boards performance as well as working of
all its committees in its first Board Meeting held after the end of Financial Year 2022 -
23. The evaluation also included personal evaluation of individual Directors. The
Directors provided their opinion and feedback on the questionnaire on secret ballot.
The Board noted the outcome of the evaluation and expects better governance in the
Boards working for the coming period.
• Remuneration Policy
The earlier Remuneration Committee of the Company was renamed as The Nomination and
Remuneration Committee. The Committee has been re-constituted in line with the provisions
of Regulation 19 of the SEBI (Listing Obligation and Disclosures Requirement) Act, 2015
and also meets the requirement of Section 178 of the Companies Act, 2013. The Board has,
on the recommendation of the Nomination and Remuneration Committee framed a policy for
selection and appointment of Directors, Key Managerial Personnel and their remuneration.
• Meetings:
Details of the various meetings held during the financial year 2022 - 23 have been
given in the Corporate Governance Report.
Corporate Governance
Your Company recognizes the importance of good Corporate Governance in building
stakeholders confidence, improving investor protection and enhancing long-term enterprise
value. A report on Corporate Governance is annexed.
CEO / CFO Certification
The Whole-time Director and CFO of the Company have submitted a certificate to the
Board as required under Regulation 17 (8) of the Listing Agreement for the year ended 31st
March 2023.
Directors Responsibility Statement
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, the
Directors confirm:
(i) That in preparation of the accounts for the financial year ended 31st March 2023,
the applicable accounting standards have been followed along with proper explanation
relating to material departures; (ii) That the Directors have selected such accounting
policies and applied them consistently and made judgment and estimates that were
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit or loss of the Company for the
year under review;
(iii) That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; (iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2023 on a going concern basis.
v) The Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
vi) TheDirectors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
Auditors
M/s G Basu & Co., Chartered Accountant were appointed as the statutory auditors of
the Company for a term upto the 23rd Annual General Meeting of the Company i.e upto the
year 2020 - 21.
Keeping in view their performance and the guidance provided by them, the Board of
Directors thought it prudent to re-appoint them for another terms of 5 years, which was in
accordance with the provisions of Companies Act, 2013. Accordingly, the members of the
Company, at the 23rd Annual General Meeting of the Company held on 21st September 2020,
had re-appointed M/s G Basu & Co. for a further term of 5 years upto the conclusion of
the Annual General Meeting to be held in 2025.
Human Resources
At your Company, the management believes and affirms the importance of development of
human resources, which is most valuable and key element in bringing all round improvement
and achieving growth of the business. We are proud to have a successful relationship
philosophy at all level, which focuses on finding solutions through dialogue in a spirit
of open work culture and constructive team work. This has enabled us to maintain a cordial
and peaceful work environment throughout. The ratio of remuneration of Median Employee to
that of the Whole time Director is 2:1 as at 31st March 2023. No other Directors get any
remuneration from the Company except the Board sitting fees, which is Rs. 2 thousand per
meeting.
There was no increase in the salary of the Whole time Director and a nominal increase
in the salaries of the employees of the Company.
Related Party Transactions:
The Board has adopted a Related Party Transaction Policy for the Company at its meeting
held on 29th January 2015. However, during the financial year 2021-22, SEBI has
formulised a Related Party Transaction Policy that has to be complied by all the listed
Companies with effect from the start of the Financial Year 2022-23. The Board has
accordingly re-organised and re-formulated the already existing Related Party Transaction
Policy of the Company which is effective with effect from 1st April 2022.
However, during the financial year 2022- 23, there is no materially significant related
party transaction made by the company with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with interest of the company at
large.
Energy, Technology and Foreign Exchange Earning and Outgo
The nature of the Companys business does not require involving any type of energy
consumption or adaptation of any technology .
The particulars required to be furnished under Rule 8 of the Companies (Accounts)
Rules, 2014:
(i) Part A and B pertaining to conservation of energy and technology absorption are not
applicable to the Company.
(ii) Foreign Exchange earnings and outgo are as under: Earnings : Rs.. 4,954.70
thousand Outgo: NIL
Vigil Mechanism / Whistle Blower Policy:
The Board has adopted a Whistle Blower Policy for the Company at its meeting held on
29th January 2015.
This policy is formulated to provide opportunity to all the employees to access in good
faith, to the Audit Committee of the Company in case they observe any unethical and
improper practice or behaviour or wrongful conduct in the Company and to prohibit
managerial personnel from taking adverse personnel action against such employee.
Environment
Though the Companys 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 conduct
The Board has formulated a Code of Conducts for the Board Members and Senior Management
of the Company, which has been posted on the website of the Company.
It is hereby affirmed that all the Directors and Senior Management Personnel have
complied with the Code and a confirmation to that effect has been obtained from the
Directors and the Senior Management.
Prevention of Insider Trading:
The Company already had a structured Code of Conduct for Prevention of Insider Trading
Policy since long back, with a view to regulate trading in securities by the Directors and
designated employees of the Company. The Code has been further streamlined to keep parity
with the new Companies Act, 2013 and the newly enacted SEBI (Prohibition of Insider
Trading) Amendment Regulation, 2019.
The Code requires pre-clearance for dealing in the Companys shares and prohibits the
purchase or sale of Companys shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Directors and the designated employees, who hold any
shares in the Company, have confirmed compliance with the Code.
Secretarial Audit:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed Mr. PrateekKohli, Partner of M/s Prateek Kohli & Associates., Practicing
Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial
Audit report is annexed herewith as "Annexure B".
According to Regulation 24A of the SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015, a Secretarial Audit Report of the Subsidiary Company is
required to annexed with the Directors Report. Accordingly, a Secretarial Audit Report of
the wholly owned subsidiary of the Company viz. Usha Martin Education Private Limited is
attached herewith as "Annexure C".
Extract of Annual Return:
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
herewith as "Annexure A".
Business Risk Management:
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company has adopted a
Risk Management Policy. The Board identified some risks that may affect the business of
your Company and segregated them in various categories. Based upon such categorization
Board has directed the Management to adopt and follow certain preventive steps.
Board reviews the risks periodically.
Compliance Certificate
A Certificate from the Statutory Auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under Schedule (V) (E ) of the SEBI
(Listing Obligation and Disclosures Requirement) Act, 2015 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.
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