To the Members of Usha Martin Education & Solutions Ltd.
Report on the Audit of the Standalone Financial Statements Opinion
We have audited the accompanying standalone financial statements of Usha Martin
Education & Solutions Ltd. ("the Company") which comprise the balance sheet
as at 31st March 2023, and the statement of Profit and Loss (including other comprehensive
income), statement of changes in equity and statement of cash flows for the year then
ended, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information (herein after referred to as
"the standalone financial statements).
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid financial statements give the information required by the
Companies Act, 2013 in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India, of the sat e of affairs
of the Company as at March 31, 2023, and its profit, changes in equity and its cash flows
for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. Our responsibilities under those
Standards are further described in the Auditors Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India together with the ethical requirements that are relevant to our audit of the
financial sat ements under the provisions of the Companies Act, 2013 and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion on the
stand alone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Sr. No. Key Audit Matter |
Auditors Response |
| 1 Accuracy of recognition, measurement, presentation and disclosures of
revenues and other related balances in view of adoption of Ind AS 115 "Revenue from
Contracts with Customers (new revenue accounting standard) |
Principal Audit Procedures |
| The application of the new revenue accounting standard involves certain
key judgements relating to identification of distinct performance obligations,
determination of transaction price of the identified performance obligations, the
appropriateness of the basis used to measure revenue recognized over a period.
Additionally, new revenue accounting standard contains disclosures which involve collation
of information in respect of disaggregated revenue and periods over which the remaining
performance obligations will be satisfied subsequent to the balance sheet date. |
We assessed the Companys process to identify the impact of adoption of
the new revenue accounting standard. |
|
Our audit approach consisted testing of the design and operating
effectiveness of the internal controls and substantive testing as follows: |
|
• Evaluated the design of internal controls relating to
implementation of the new revenue accounting standard. Selected a sample of continuing and
new contracts, and |
|
• tested the operating effectiveness of the internal control,
relating to identification of the distinct performance obligations and determination of
transaction price. We carried out a combination of procedures involving enquiry and
observation, re-performance and inspection of evidence in respect of operation of these
controls. |
|
• Tested the relevant information technology systems access and
change management controls relating to contracts and related information used in recording
and disclosing revenue in accordance with the new revenue accounting standard. |
|
• Selected a sample of continuing and new contracts and performed
the following procedures: |
|
• Read, analyzed and identified the distinct performance obligations
in these contracts. |
|
• Compared these performance obligations with that identified and
recorded by the Company. |
|
• Considered the terms of the contracts to determine the trans-
action price including any variable consideration to verify the transaction price used to
compute revenue and to test the basis of estimation of the variable consideration. |
|
• Samples in respect of revenue recorded for time and material
contracts were tested using a combination of approved time sheets including customer
acceptances, subsequent invoicing and historical trend of collections and disputes. |
|
• In respect of samples relating to fixed price contracts, progress
towards satisfaction of performance obligation used to compute recorded revenue was
verified with actual and estimated efforts from the time recording and budgeting systems.
We also tested the access and change management controls relating to these systems. |
|
• Sample of revenues disaggregated by type and service offerings was
tested with the performance obligations specified in the underlying contracts. |
|
• Performed analytical procedures for reasonableness of revenues
disclosed by type and service offerings. |
|
• We reviewed the collation of information and the logic of the
report generated from the budgeting system used to prepare the disclosure relating to the
periods over which the remaining performance obligations will be satisfied subsequent to
the balance sheet date. |
2. Accuracy of revenues and onerous obligations in respect of fixed
price contracts involves critical estimates |
Our audit approach was a combination of test of internal controls and
substantive procedures which included the following: |
| Estimated effort is a critical estimate to determine revenues and
liability for onerous obligations. This estimate has a high inherent uncertainty as it
requires consideration of progress of the contract, efforts incurred till date and efforts
required to complete the remaining contract performance obligations. |
Evaluated the design of internal controls relating to recording of
efforts incurred and estimation of efforts required to complete the performance
obligations. |
| Refer Notes to the Standalone Financial Statements. |
Tested the access and application controls pertaining to time recording,
allocation and budgeting systems which prevents unauthorized changes to recording of
efforts incurred. |
|
• Selected a sample of contracts and through inspection of evidence
of performance of these controls, tested the operating effectiveness of the internal
controls relating to efforts incurred and estimated. |
|
• Selected a sample of contracts and performed a retrospective
review of efforts incurred with estimated efforts to identify significant variations and
verify whether those variations have been considered in estimating the remaining efforts
to complete the contract. |
|
• Reviewed a sample of contracts with unbilled revenues to identify
possible delays in achieving milestones, which require change in estimated efforts to
complete the remaining performance obligations. |
|
• Performed analytical procedures and test of details for
reasonableness of incurred and estimated efforts. |
3. Evaluation of uncertain tax positions & Recoverability of
advance tax. |
Obtained details of completed tax assessments and demands from
management. Involvement of our internal experts hardly found anything to challenge the
managements underlying assumptions in estimating the tax provision and recoverability and
advance tax. |
| Refer Notes to the Standalone Financial Statements |
|
4. Valuation of investments and impairment thereof: |
|
(a) Non-Current Investments in Body Corporate; Refer Notes to the
Standalone Financial Statements |
Held at cost. |
Responsibilities of Managements and Those Charged with Governance for the Standalone
Financial Statements
The Companys Board of Directors is responsible for the matters stated in section
134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of
these standalone financial statements that give a true and fair view of the financial
position, financial performance, (changes in equity) and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the
accounting S andar t ds specified under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statement that give
a true and fair view and are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, management is responsible for assessing the
Companys ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so. Board of Directors is also responsible for overseeing the
Companys financial reporting process.
Auditors Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditors report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under section 143(3)(i)
of the Companies Act, 2013, we are also responsible for expressing our opinion on whether
the company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of managements use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditors
report. However, future events or conditions may cause the Company to cease to continue as
a going concern.
• Evaluate the overall presentation, structure and content of the financial
statements, including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditors report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) order, 2020 (the Order) issued by
the Central Government of India in terms of Section 143(ii) of the Act, we give in the
Annexure-2 a statement on the matters specified in paragraphs 3 and 4 of the order.
2. As required by Section 143(3) of Indian Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement
dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the
Accounting Standards specified under Section 133 of Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on 31st
March, 2023 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2023 from being appointed as a director. (f) We have
audited the Internal Financial Controls over Financial Reporting (IFCOFR) of the company
as on 31st March, 2023 in conjunction with our audit of the standalone financial
statements of the company for the year ended on that date and our report dated 25.05.2023
as per Annexure-1 expressed an unmodified report.
(g) Pursuant to Section-197(16) of Companies Act, 2013, it is hereby confirmed that
remuneration paid to whole time Director has been very much within the limit laid down
under this section.
(h) With respect to the other matters to be included in the Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion
and to the best of our information and according to the explanations given to us: i. The
Company does not have any pending litigations which would impact its financial position
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
iii. clause 11( c) related to transfer of stipulated amount to Investor Education and
Protection Fund does not apply to the company. iv. As per information and explanations
made available to us by the management, no fund have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the
company to or in any other person(s) or entity(ies) with the understanding that such
entities shall lend or invest in other person or entities by or on behalf of the company
and the same is considered reasonable and appropriate in the circumstances. v. As per
information and explanations made available to us by the management, no funds have been
received by the company from any person(s) or entity(ies), with the understanding that
company shall lend or invest in other persons or entities by or on behalf of the Funding
Party or provide any guarantee, security on behalf of ultimate beneficiaries and the same
is considered reasonable and appropriate in the circumstances. vi. The company has not
declared or paid any dividend during the year under review
For G.Basu & Company
Place : Kolkata Firm
Registration Number:301174E
Chartered Accountants
Dated : 25th May, 2023
Goutam Maitra Partner
UDIN : 23054728BGZGPQ3942
Membership No. 054728
ANNEXURE - 1 Report on the Internal Financial Controls under Clause (i) of Sub-section
3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Usha
Martin Education & Solutions Limited, ("the Company") as of 31st March
2023 in conjunction with our audit of the financial statements of the Company for the year
ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India. These responsibilities include
the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to companys policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information, as required under
the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
(the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed
to be prescribed under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects. Our audit
involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our
audit of internal financial controls over financial reporting included obtaining an
understanding of internal financial controls over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected
depend on the auditors judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the Companys internal financial controls system over financial
reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal financial control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at 31st March 2023, based on the
internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
For G.Basu & Company
Firm Registration Number:301174E
Place : Kolkata
Chartered Accountants
Dated : 25th May, 2023 Goutam Maitra - Partner
UDIN : 23054728BGZGPQ3942
Membership No. 054728
RE: USHA MARTIN EDUCATION & SOLUTIONS LIMITED
THIS IS REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON OTHER LEGAL AND
REGULATORY REQUIREMENTS ANNEXURE - 2 i) The body corporate has fixed assets during the
year. It has maintained proper records showing full particulars, including quantitative
details and situation of fixed assets. No report of conducting physical verification of
fixed asset has been made available to us. The company has not revalued its property,
plant and equipment during the year.
ii) The company is a service company. Accordingly it does not hold any physical
inventories. Thus paragraph 3(ii) of the Order is not applicable.
iii) During the year the Company has not made investments in, provided any guarantee or
security or granted any loans or advances in the nature of loans to companies, firms,
Limited Liability Partnerships or any other parties.
iv) Accordingly to information and explanations given to us and on the basis of our
examination of the books of account, in the absence of any reported transaction during the
year, clause 3(iv) does not apply. v) The Company has not accepted any deposits from the
public and hence the directives issued by the Reserve Bank of India and the provisions of
Section 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance
of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not
applicable. Hence, paragraph 3(v) of the Order does not apply to the company. vi) The
clause relating to maintenance of cost records under sub-section (1) of section 148 of the
Companies Act, 2013 is not applicable to the company. Hence, paragraph 3(vi) of the Order
is not applicable. vii) (a) Accordingly to information and explanations given to us and on
the basis of our examination of the books of account, and records, the Company has been
generally regular in depositing undisputed statutory dues including Provident Fund,
Income-Tax, Goods and Service, Duty of Customs, Duty of Excise, Value Added Tax, Cess and
any other statutory dues with the appropriate authorities. Accordingly to the information
and explanation given to us, no undisputed amounts payable in respect of the above were in
arrears as at 31st March, 2023 for a period of more than six months from the date on when
they become payable.
(b) According to the information and explanation given to us, there are no dues of
income tax, sales tax, service tax, duty of customs, duty of excise, value added tax
outstanding on account of any dispute. viii) According to the information and explanations
given to us, the company has no transaction that has not been recorded in the books of
account but has been disclosed as income during the year in the tax assessments under
Income Tax Act, 1961. ix) (a) In our opinion and according to the information and
explanations given to us, the Company has not defaulted in the repayment of loans or
borrowings to financial institution, bank, government or dues to debenture holders (the
company has no debenture holders).
(b) As per information and explanation given to us, the company has not been declared
willful defaulter by any bank, financial institution or other lender.
(c) The company has not applied for any term loan and hence para 3(ix)(c ) is not
applicable.
(d) Fund raised on short term basis generally not been utilised for long term purpose
except for financing of loss, if any. (e) As per information and explanation made
available to us, the company has not taken any funds from any entity or person on account
of or to meet the obligations of its subsidiaries, associates or joint ventures.
(f) As per information and explanation made available to us, the company has not raised
loans during the year on the pledge of securities held in its subsidiaries, associate or
joint venture companies. x) The company has not raised moneys by way of initial public
offer or further public offer including debt instruments. The company has not made any
preferential allotment or private placement of shares during the year under review.
Accordingly, paragraph 3(x) of the order is not applicable to the Company. xi) According
to the information and explanations given to us by the management, no fraud by the Company
or on the company by its officers or employees has been noticed or reported during the
year. xii) Paragraph 3(xii) of the Order related to Nidhi Company not applicable to the
company. xiii)According to the information and explanations given to us and on the basis
of our examination of the records of the Company, transactions with the related parties
are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and
details of such transactions have been disclosed in the Financial Statements as required
by the applicable accounting standards. xiv)The company has an internal audit system
commensurate with the size and nature of its business. We are informed that the remedial
measures are undertaken by the company. xv) According to the information and explanations
given to us by the management and on the basis of our examination of the records of the
company, opine that the company has not entered into any non-cash transactions with
directors or persons connected with him and therefore, section 192 compliance issue does
not arise. xvi) (a) The company is not required to be registered under section 45-1A of
the RBI Act,1934.
(b) The company has not conducted any Non-Banking Financial or Housing Finance
activities.
(c ) The company is not a Core Investment Company as defined in the regulation made by
the RBI.
xvii) The company has not incurred cash losses in the financial year and in the
immediately preceding financial year.
xviii) There has not been any resignation of the statutory auditors during the year.
xix) According to the information and explanation given to us and on the basis of the
financial ratios, ageing and expected date of realization of financial assets and payments
of financial liabilities , other information accompanying the financial statements, our
knowledge of the Board of Directors and management plans and based on our examination of
the evidence supporting assumptions, nothing has come to our attention , which causes us
to believe that any material uncertainty exists as on date of audit report that the
company is not capable of meeting liabilities existing at the date of balance sheet as and
when they fall due within the period of one year from the balance sheet date.
xx) Since the company does not attract section 135 of the Companies Act, payment on
account of CSR does not arise.
xxi) There is no comments from any companies, forming part of CFS, being the member of
business combination in respective standalone accounts, so as to be referred under this
law.
For G.Basu & Company
Place : Kolkata
Firm Registration Dated : 25th May, 2023
Number:301174E
UDIN : 23054728BGZGPQ3942
Chartered Accountants
Goutam Maitra - Partner
Membership No. 054728
+91-9892691696
