Usha Martin Education & Solutions Ltd Directors Report.

TO THE MEMBERS

Your Directors have pleasure in presenting the 22nd Annual Report, together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2019.

Financial Results ( Rs. in Lakh)

Standalone

Consolidated

Particulars Year ended 31.3.2019 Year ended 31.3.2018 Year ended 31.3.2019 Year ended 31.3.2018
Gross Income 86.66 100.76 94.92 107.80
Gross Profit/(loss) before Finance Cost and Depreciation 30.36 26.81 33.00 29.26
Less: Finance Cost 20.41 36.32 20.43 36.33
Less: Depreciation 4.63 8.43 4.63 8.43
Profit/(loss) before Exeptional items and tax 5.32 (17.94) 7.94 (15.51)
Less: Exeptional items
Profit/(loss) Before Tax 5.32 (17.94) 7.94 (15.51)
Less: Provision for Tax(Net) 16.53 - 17.87 0.62
Profit/(Loss) After Tax (11.21) (17.94) (9.93) (16.13)
Transfer to Reserves and Surp l u s (11.21) (17.94) (9.93) (16.13)

Financial Review

During the Financial Year ended 31 st March 2019, your company recorded standalone revenue of Rs.86.66 Lakhs, commensurate with its present business activities. Consolidated revenue for the current financial year is Rs. 94.92 Lakhs.

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, 2019 stands at Rs.1077.77 Lakhs 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-111 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 social value and make endeavor to contribute for the social cause as far as possible.

Directors

During the year, two of the Directors of the Company, who were associated with the Company for quite a long duration and also contributed for the betterment of the Company greatly, viz. Mr Rahul Choudhary and Mr. Debjit Bhattacharya, placed their resignations from the post of Directorship, both due to their other pressing and domestic commitments.

The Board places on record great appreciation for them and wish them all the best in their life ahead.

To fill up the vacancy created by the resignation of Mr. Rahul Choudhary, who was also an Independent Director of the Company, the Company needed to appoint an Independent Director.

The members of the Nomination and Remuneration Committee searched for a suitable person for the post and ultimately recommended to appoint Mr. Nipendra Kumar Sharma for the same. Mr. Sharma, aged about 61 years, has a vast experience of more than 35 years, through various industries associated with finance and accounts. Keeping the necessities of the Company in view, his appointment would be beneficial for the Company. Board also accepted the recommendation of the Committee and appointed Mr. Sharma as an Independent Additional Director of the Company with effect from 12th February 2019 upto the forthcoming Annual General Meeting.

Suitable resolution has been put in the Notice of the forthcoming Annual General Meeting for appointment of Mr. Sharma as an Independent Director of the Company for a period of 5 years, which is subject to adoption by the shareholders.

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 SEBI (LODR)Regulation, 2015, 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 2018-19. 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 2018-19 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.

SEBI(LODR) REGULATIONS, 2015:

All the regulations and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been complied by your Company within the due time.

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 SEBI (LODR)Regulation, 2015, for the year ended 31 st March 2019.

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 31 st March 2019, 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 31 st March 2019 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) The directors 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 Accountants 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 financial year 2020-21.

A resolution to ratify their appointment has been made a part of the Notice of the Meeting, for your consideration and adoption.

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 1:2 as at 31 st March 2019. No other Directors get any remuneration from the Company except the Board sitting fees, which is Rs 2,000 per meeting.

There was no increase in the salary of the Whole time Director and a nominal increase in the salaries of the Company Secretary or other 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 2018-19, 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 : 54.56 Lakhs

Outgo Rs. 1.94 Lakhs 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 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.

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. Prateek Kohli, 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” along with the Secretarial Audit Report of the Subsidiary Company as per the requirement of the SEBI (LODR), Regulation,2015.

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.

On Behalf of the Board of Directors
Place: Kolkata Vinay Kumar Gupta
Date: 28th May, 2019 Whole-time Director (DIN: 00574665)