Directors Report of CORE Education & Technologies Ltd.
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 30th Annual Report of
your Company along with the audited financial statements for the year
ended 31st March, 2015.
RESULTS FROM OPERATIONS
Amt in Rs,(million)
Standalone
2014-15 2013-14
Income from Operations 3,437.56 6,275.32
Other Income 480.49 (33.40)
Variation in Inventory 287.43 530.03
Expenses 10,324.35 10,220.07
Exceptional Items 4,052.95 745.97
Profit Before tax (10,746.68) (5,254.16)
Less: Provision for tax (current) - -
Excess/(Short) Provision for
earlier years - -
Provision for tax (deferred) - (232.84)
Profit after Tax (10,746.68) (5,021.32)
Add: Balance B/F from
Previous Year 1,000.54 5,942.03
Excess/(Short) Provision
for Earlier years - -
Profit Available for
appropriations (10,746.68) (5,021.32)
Debenture Redemption
Reserve 30.79 -
Transfer to General Reserve - -
Proposed Dividend - (68.69)
Provision for Taxes on
Dividends - (11.14)
Minority Interest - -
Balance C/F to Balance Sheet (9,776.93) 1,000.54
Overview
The Company continued to face strong headwinds during the year under
review. As reported last year, the Company's CDR proposal was approved
by the CDR EG. The approved proposal envisaged an investment of ' 100
crores from a prospective joint venture partner. In spite of the
Company's best efforts, such a joint venture did not happen, as a
result of which it was decided to withdraw the CDR proposal. The
withdrawal is at present under consideration with the CDR EG.
Consequent to the withdrawal, your Company's management continues its
efforts to revive the operations by pursuing all alternatives available
to it. Disposal of non-core assets, divestment of the company's
overseas subsidiaries and a continued sustained search for an
appropriate joint venture partner are part of these efforts. Recovery
of dues on various government and other projects is also under way,
both thru commercial and legal means.
In view of these continued and sustained efforts, your Directors have
thought it fit to draw up the Company's accounts on a "going concern"
basis, as observed by the Statutory Auditors' in their Audit Report.
Your Company achieved a total operating income of 3,437.56 million as
compared toRs, 6,275.32 million during the previous financial year with a
loss of 10,746.68 million as compared to a loss of 5,254.16 million
during the previous financial year. Loss after tax was 10,746.68
million as compared toRs, 5,021.32 million during the previous financial
year. The losses are mainly attributed towards the writing off of
Trade receivables and Impairment of IPRS and also for providing for
impairment in the value of investments in the subsidiary companies.
On the exports and overseas operations, many customers had raised
quality issues relating to assessment and intervention segment of the
products. As reported last year, a management committee was formed to
analyse and suggest the future course of action. Based on its findings,
the committee had decided to write off INRs 1,769. 92 million, last
year and make efforts to recover the rest. Based on the developments
during the year under report, a further amount of INRs 1,730.49 has
been written off in the current year.
As part of its annual exercise, the management also reviewed the
carrying value of its IPR. Technological changes, adoption of new
standards in the USA and fast changing student behavioral patterns
have shortened the life of a lot of hitherto long term products. Based
on an analysis of the current demand and relevance for our products,
the Company has decided to write down the value of its IPR.
Therefore, management has made provisions for impairment of 3,287.84
million as compared to 1,291.52 million in the previous year, towards
the carrying cost of such IPRs and treated an exceptional item.
The operations of the overseas subsidiaries have also suffered due to
the above reasons. The revenues in USA subsidiaries have reduced to
INRs 2,843.35 million from 5,459.59 million in FY 13. The carrying
value of IPR in the subsidiaries has also reduced substantially due to
reasons mentioned above. In view of this, the value of investments in
the subsidiaries has eroded substantially. An amount of INRs 4,052.99
million has been provisioned during the current year to provide for
such erosion.
To mitigate the financial stress, the Company has taken various steps
including cost cutting exercise and bidding for low capital intensive
projects with high margin. Also rationalization is done in terms of
number of employees. The No. Of employees have reduced to 124 from 277.
A fire accident occurred on 18th July, 2014 at the Corporate office of
the Company situated at 10th Floor, Lotus Business Park ,Off Link Road,
Adhere (West), Mumbai - 400 053. Because of this incident the Company
has lost some important data, both in the physical & the digital form
though there are no major financial losses other than damage to
property. The Company is in the process of assessing the extent of the
damage caused to the data and rebuilding/recoupment of such data.
Dividends and Appropriations
In view of the losses incurred, your Directors do not recommend any
dividend for the financial year 2014-15.
Transfer to reserves
There are no transfer of funds to General Reserves during the financial
year 2014-15.
Changes in Capital Structure
There is no change in Capital Structure of the Company during the year
under review.
Extract of the Annual Return
An extract of the Annual Return as provided under Section 92 (3) of the
Companies Act, 2013 is annexed to this Report.
Number of meetings of the Board of Directors
5 (Five) Board Meetings were held during the period under review. The
dates of these Board Meetings are 10th June, 2014, 14th August, 2014, 4
th September, 2014, 14 th November, 2014 and 14 th February, 2015.
During the year, the Board of Directors of the Company comprised of
Non-Executive Promoter Chairman, Mr.Sanjeev Mansotra; two Executive
Directors namely, Mr. Naresh Sharma, Executive Director, Mr. Nikhil
Morsawala, Director-Finance; and two Independent Directors, namely Mr.
Sunder Shyam Dua and Mr.Harihar Iyer. Mr Naresh Sharma resigned on 12th
November, 2014. The term of appointment of Mr. Nikhil Morsawala as
Director - Finance ended on 11th August, 2015. He now continues to be
on the Board as a Non-Executive Director.
In accordance with the provisions of the Companies Act, 2013,
Mr.Sanjeev Mansotra, Non-Executive Chairman of your Company is retiring
by rotation at the ensuing Annual General Meeting and expressed his
willingness to be reappointed as Director of the Company for a period
of 5 years from the date of this Annual General Meeting. Brief resume
of Mr. Sanjeev Mansotra proposed to be reappointed as Director, nature
of his expertise in specific functional areas and names of companies in
which he holds Directorships and Memberships of the Board Committees,
as stipulated in Clause 49 of the Listing Agreement with the stock
exchanges are provided in the Corporate Governance forming part of the
Annual Report.
Directors' Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013, for the year
ended 31st March, 2015 the Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures, if any;
b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are 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 that period;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
d) the Directors had prepared the annual accounts on a going concern
basis;
e) the Directors had laid down internal financial controls to be
followed by the Company and that such financial controls are adequate
and were operating effectively.
f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Material developments in human resources and industrial relations
The past year has been a challenging year with the slowdown in economy
coupled with the education sector also facing a slump. This required
the company to manage its cost more efficiently without compromising on
its productivity. Core understands the business needs to adapt to the
economic realities and had taken steps like cutting the strength of its
India team across functions to maintain the equilibrium in terms of
right fit for right skill.
Recognizing the necessity to maintain its core team of skilled and
competent work force every effort would be made to ensure the perfect
balance in terms of employees' skills and demand and nurture a core
team of dedicated employees to face the economic turnaround in the
future.
Best Practice
Your Company continues to be a CMMiLevel5 certification and an ISO
9001:2008 organizations.
Directors and Key Managerial Personnel
Mr. Pundi L. Narasimham ceased to be a Director of the Company with
effect from 18 July, 2014. Mr. Naresh Sharma ceased to be a Director of
the Company with effect from 12th November, 2014. The Board has placed
on record its appreciation of the significant role played by Mr.
Narasimham and Mr. Sharma during their respective tenure as a Director
of the Company.
As per the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Sanjeev Mansotra retires by rotation
and being eligible, offers himself for re-appointment.
During the year under review, Mr. Ganesh Umashankar resigned as the
Company Secretary with effect from 31st December, 2014. Mr. Ashutosh
Ghare, was appointed as the CEO effective 14th November, 2014. No other
Key Managerial Personnel has been appointed or has tendered resignation
during the Financial Year 2014-15.
Declaration given by Independent Directors
Pursuant to the approval of the Members at the 29th Annual General
Meeting, Mr. Harihar Iyer and Mr. Sunder Shyam Dua were appointed as
the Independent Directors of the Company for a period of 5 (five)
consecutive years for a term up to the conclusion of the 34th Annual
General Meeting.
As per the requirement of Section 149 (7) of the Companies Act, 2013,
Mr. Harihar Iyer and Mr. Sunder Shyam Dua, the Independent Directors
have given a declaration that they meet the criteria of independence as
specified under Section 149 (6) of the Act.
Explanations or Comments on qualifications, reservations or adverse
remarks Consequent to the withdrawal, your Company's management
continues its efforts to revive the operations by pursuing all
alternatives available to it. Disposal of non-core assets, divestment
of the Company's overseas subsidiaries and a continued sustained search
for an appropriate joint venture partner are part of these efforts.
Recovery of dues on various government and other projects is also under
way, both thru commercial and legal means.
In view of these continued and sustained efforts, your Directors have
thought it fit to draw up the Company's accounts on a "going concern"
basis, as observed by the Statutory Auditors' in their Audit Report.
Reporting of Frauds
During the year under review, there have been no frauds reported by the
Statutory Auditors of the Company.
Particulars of Loans, guarantees or investments
During the year the Company has not made loan or given guarantees and
investment.
Remuneration Policy
A Remuneration Policy for Directors, Key Managerial Personnel and other
employees of the Company as required under Section 178 (3) of the
Companies Act, 2013 is being adopted.
Particulars of contracts or arrangements with related parties
Particulars of contracts or arrangements with related parties in form
No. AOC- 2 as required pursuant to the provisions of Section 134(3)(h)
and Rule 8 of the Companies (Accounts), Rules, 2014 is annexed to this
Report [Annexure 2].
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgoings Particulars prescribed under Section 134(3)(m)
of the Companies Act, 2013 are given in an Annexure to this Report.
Risk Management Policy
The Company has adopted a Risk Management and Mitigations Policy. A
formal Risk reporting system has been devised by the Company. Risk
Management Committee has also been constituted comprising of Director
and senior officials of the Company.
Annual Evaluation
The performance of Board of Directors and the committees constituted by
the Board and the individual directors has been evaluated during the
Financial Year ended 31st March, 2015.
Particulars of Subsidiary companies or Joint ventures or associate
company The Company has 18 subsidiaries including step-down subsidiary
companies as on 31st March, 2015. During the year, the Board of
Directors (the Board) reviewed the affairs of material subsidiaries.
The Company has, in accordance with Section 129(3) of the Companies
Act, 2013 prepared consolidated financial statements of the Company and
all its subsidiaries, which form part of the Annual Report. Further,
the report on the performance and financial position of each of the
subsidiary, associate and joint venture and salient features of the
financial statements in the prescribed Form AOC-1 is annexed to this
report [Annexure 1]. The Consolidated Financial Statement has been
prepared in accordance with applicable Accounting Standards issued by
The Institute of Chartered Accountants of India. Details of the
subsidiary companies are discussed in the Management Discussion &
Analysis, forming part of this report.
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial statements
and related information of the Company and audited financial statements
of each of the subsidiary will be available on our website
www.core-edu- tech.com. These documents will also be available for
inspection during business hours at the registered office of the
Company.
Particulars of Deposits
During the year under review, the Company has neither accepted any
deposits covered under Chapter V of the Companies Act, 2013 nor has it
accepted deposits which are not in compliance with the requirements of
Chapter V.
Particulars of Material Orders
During the year under review, neither any Regulator nor any Court or
Tribunals has passed any significant and material Order impacting the
going concern status and the Company's operations in future.
Audit Committee
The Audit Committee comprises of Mr. Sunder Shyam Dua, Chairman, Mr.
Harihar Iyer, Independent Director and Mr. Nikhil Morsawala, Director.
Mr. Pundi L. Narasimham resigned as a Director of the Company with
effect from 18th July, 2014 and consequently ceased to be a Member of
the Audit Committee. The Audit Committee continues to provide valuable
advice and guidance in the areas of costing, finance and internal
controls.
Auditors
M/s. Sushil Budhia, Chartered Accountants, the Statutory Auditors of
the Company resigned from the office of the Statutory Auditors
effective 13th July, 2015 owing to some other commitments. The Board
has, at its Meeting held on 17th August, 2015, appointed M/s. Aniket
Kulkarni & Associates, Chartered Accountants (Registration No.
130521W), as the Statutory Auditors in the casual vacancy so caused due
to resignation of the former Auditors.
M/s. Aniket Kulkarni & Associates, Chartered Accountants (Registration
No. 130521W) are due to retire at the ensuing Annual General Meeting.
The Company has received a written consent and a certificate from the
Statutory Auditors, under Section 139 of the Companies Act, 2013,
stating that the appointment, if made will be in accordance with Rule 4
(1) of the Companies (Audit and Auditors) Rules, 2014.
Particulars of Employees
Information as per Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Report.
Secretarial Audit Report
During the year under review, the Company had appointed M/s.
Jaiprakash. R. Singh & Associates Practicing Company Secretary
(Membership No. 7391) (C.P No. 4412), Mumbai as the Secretarial
Auditor for the Financial Year 2014-15. The report in form MR- 3 on the
Audit carried out by the said Auditor is annexed to this Report.
Purchase of shares of the Company
The Company does not give any loan, guarantee or security, or any
financial assistance to the employees of the Company for the purpose of
a purchase or subscription for any shares of the Company pursuant to
Section 67 (2) of the Companies Act, 2013.
Corporate Social Responsibility Committee
The provisions of Section 135 of the Companies Act, 2013 are not
applicable to the Company as none of the thresholds viz. Net Worth of '
500 crore or more, Turnover of ' 1,000 crore or more or Net Profit of '
5 crore or more were satisfied. Consequently, the Company has not
constituted the Corporate Social Responsibility Committee.
Vigil mechanism
The Company had adopted a Whistle Blower Policy to report to the
Management instances of unethical behavior, actual or suspected, fraud
or violation of the Company's code of conduct or ethics policy.
Issue of shares with differential voting rights
The Company has not issued any shares with differential voting rights
pursuant to the provisions of Rule 4 of the Companies (Share Capital
and Debenture) Rules, 2014.
Issue of sweat equity shares
During the year under review, the Company has not issued any sweat
equity shares to any of its employees, pursuant to the provisions of
Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014.
Employee Stock Option
During the year under review, the Company has not granted any stock
options to any of its Directors or employees, pursuant to the
provisions of Rule 12 of the Companies (Share Capital and Debenture)
Rules, 2014. Disclosure pursuant to the provisions of Securities and
Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 as on 31st March, 2015 are
given in the Annexure and the said Annexure forms part of this Report.
Corporate Governance
The Company endeavourers to attain highest values of Corporate
Standards. The Report on Corporate Governance as stipulated under
Clause 49 of the Listing Agreement forms part of the Annual Report.
The Chairman's declaration regarding compliance with CETL Code of
Conduct for Directors and Senior Management personnel forms part of
report on Corporate Governance.
Management Discussion and Analysis
Management Discussion and Analysis for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented as a separate section forming part of this
Annual Report.
Acknowledgements
We thank our customers, investors, bankers and other stakeholders for
their continued support during the year. We place on record our sincere
appreciation of the contribution made by employees at all levels. Our
consistent growth was made possible by their hard work, solidarity,
cooperation and support and look forward to their continued support.
For and on behalf of the Board
Sanjeev Mansotra
Non-Executive Chairman
Date: 17th August, 2015 DIN No.: 01030000
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 29th Annual Report of
your Company along with the audited financial statements for the year
ended 31st March, 2014.
RESULTS FROM OPERATIONS
(Amt Rs. in Million)
Standalone
2013-14 2012-13
Income from Operations 6,275.32 1 1,228.40
Other Income 25.94 49.58
Variation in Inventory 530.03 (762.97)
Expenses 7,748.01 9,269.06
Exceptional Items 3,807.42 -
Profit Before tax (5,254.16) 2,008.91
Less: Provision for tax (current) - 402.03
Excess/(Short) Provision for
earlier years - -
Provision for tax (deferred) (232.84) 20.86
Profit after Tax (5,021.32) 1,586.03
Add: Balance B/F from Previous Year 5,942.03 4,713.67
Excess/(Short) Provision for Earlier
years - -
Profit Available for appropriations (5021.32) 1,586.03
Debenture Redemption Reserve - 87.83
Transfer to General Reserve - 190.00
Proposed Dividend (68.69) 68.69
Provision for Taxes on Dividends (11.14) 11.14
Minority Interest - -
Balance C/F to Balance Sheet 1,000.54 5,942.03
Overview
The year 2013-14 was very challenging for the Company. We continued
with the existing ongoing projects and were not in a position to bid
for any new projects. As reported previously, the Company''s Corporate
Debt Restructuring (CDR) proposal for restructuring its debts was
admitted for approval and was finally approved by CDR Empowered Group
(CDR EG) on 23rd July, 2014.
Your Company achieved a total operating income of Rs. 6,275.32 million
as compared to Rs. 1 1,228.40 million during the previous financial
year with a loss of Rs. 5,254.16 million as compared to profit of Rs.
2,008.91 million during the previous financial year. Loss after tax was
Rs. 5,021.32 million as compared to the profit of Rs. 1,586.03 million
during the previous financial year.
The financial stress still continues to haunt the Company, but
strategies are being worked for resurrecting the business and realizing
funds from sale of non-core assets and investment in subsidiaries, for
repayment of debts.
The losses are mainly attributed towards the writing off of certain
expenses incurred on ICT projects, Trade receivables and Impairment of
IPRs.
ICT Projects for five states having project contract value of Rs.
5,471.70 million were awarded to the Company. However, the Company was
unable to achieve financial closure for these projects. As a result,
the projects were left incomplete and consequently the contracts were
terminated by the respective State Governments. Since implementation of
majority of the projects had already commenced and was in progress, the
Company had already incurred an expenditure of Rs. 614.59 million for
this partial implementation. On the termination of the contract, the
company had to write off the expenditure incurred on these projects.
Also, the bank guarantees of Rs. 131.37 million given for these
projects has been invoked by the respective State Governments which has
been charged off as project expenses written off. The Haryana
Government had issued termination order of the ICT Project in that
state and also had issued notice for invocation of Bank Guarantee of
Rs. 295 million. The Company has filed a Special Leave Petition with
the Hon''ble Supreme Court against the termination order and invocation
of the Bank Guarantee. The matter is subjudice and pending outcome of
the legal proceedings, no adjustments has been made to the carrying
value as at 31st March, 2014 for the receivable of Rs. 748.31 million
and of the fixed assets of Rs. 1,002.14 million at this stage, for this
project. These has been drawn as an attention to the audit report for
the year ended 31st March, 2014.
On the exports and overseas operations, many customers had raised
quality issues relating to assessment and intervention segment of the
products. A management committee was formed to analyse and suggest the
future course of action. Customers in this segment would, generally
make additional improvements on the products sold to them and further
sell the upgraded/final products to their customers. During
negotiations, these customers had alleged that due to defective
products received, they had lost their contracts with reputed clients
and have claimed compensation. To avoid any legal claims and disputes
in future and to have continuity in overseas business operations, the
committee decided to write off the receivables of Rs. 1,769. 92
milllion and for settlement with the customers.
The management also reviewed the carrying value of it''s IPR in view of
the adoption of Common Core States Standard Initiative (CCSSI) in the
United States of America (USA) where these assets were substantially
used. The CCSSI is an education initiative in the USA that seeks to
establish consistent education standards across the states as well as
ensure that students graduating from high school are prepared to either
two or four year college programs or enter the workforce. Prior to the
CCSSI, each state had its own education standards and Company had the
required resources and capability to deliver the solutions. However,
with the change in regulations and requirements, company had been
investing in upgrading to the CCSSI to deliver the solutions
consistently and as per requirement. With the CCSSI now in place, all
the old products of the company that were aligned to the erstwhile
State Standards have become partially redundant. Whilst the erstwhile
State Standards will run parallel with the CCSSI for a few years, thus
making the old products still commercially relevant, the company has,
out of abundant caution, and with a conservative view, decided to fully
write down these products. Therefore, management has made provisions
for impairment of Rs. 1,291.52 million towards the carrying cost of
such IPRs and treated as an exceptional item.
To mitigate the financial stress, the Company has taken various steps
including cost cutting exercise and bidding for low capital intensive
projects with high margin. Also rationalization is done in terms of
number of employees. The No. of employees have reduced to 106 from 277.
A fire accident occured on 18th July, 2014 at the Corporate office of
the Company situated at 10th Floor, Lotus Business Park, Off Link Road,
Andheri (West), Mumbai - 400 053. Because of this incident the Company
has lost some important data, both in the physical & the digital form
though there are no major financial losses other than damage to
property. The Company is in the process of assessing the extent of the
damage caused to the data and rebuilding / recoupment of such data.
Dividends and Appropriations In view of the losses incurred and the
Company admitted for Corporate Debt Restructuring Plan, your Directors
do not recommend any dividend for the financial year 2013-14.
Transfer to reserves:
There are no transfer of funds to General Reserves during the financial
year 2013-14.
Changes in Capital Structure
There is no change in Capital Structure of the Company during the year
under review.
SUBSIDIARY COMPANIES AND PARTICULARS REQUIRED UNDER SECTION 212 OF THE
COMPANIES ACT, 1956
The consolidated financial statement includes the financial statements
of the subsidiaries of the Company and forms part of this report. The
Consolidated Financial Statement has been prepared in accordance with
applicable Accounting Standards issued by The Institute of Chartered
Accountants of India. Details of the subsidiary companies are discussed
in the Management Discussion & Analysis, forming part of this report.
As per the provisions of Section 212 of the Companies Act, 1956
(hereinafter referred to as ''the Act''), your Company is required to
attach the Directors'' Report, Balance Sheet, Profit and Loss Account
and other information of the subsidiaries to its Balance Sheet.
Government of India (Ministry of Corporate Affairs), vide General
Circular 2/2011 dated 8th February, 201 1 has granted general exemption
to all the companies from attaching to its Balance Sheet, the
individual Annual Reports of all its subsidiary companies, as required
under Section 212 of the Act, subject to Board approval and fulfillment
of certain other conditions. Your Directors believe that the audited
consolidated accounts present a full and fair picture of the state of
affairs and financial conditions of the Company and its subsidiaries,
as is done globally. A statement pursuant to Section 212 of the
Companies Act, 1956 relating to the Company''s interest in subsidiaries
is attached to the financial statement and forms part of this Report.
The annual accounts of these subsidiaries and the related detailed
information will be made available to any Member of the Company seeking
such information and are also available for inspection by any Member of
the Company at the Registered Office of the Company.
BOARD OF DIRECTOR
Board of Directors of the Company comprises of Non-Executive Promoter
Chairman, Mr. Sanjeev Mansotra; two Executive Directors namely, Mr.
Naresh Sharma, Executive Director, Mr. Nikhil Morsawala,
Director-Finance; and two Independent Directors, namely Mr. S. S. Dua
and Mr. Harihar Iyer. Mr. Pundi L. Narasimham, Independent Director,
resigned from the Board with effect from 18th July, 2014.
In accordance with the provisions of the Companies Act, 2013, Mr.
Naresh Sharma, Executive Director, of your Company is retiring by
rotation at the ensuing Annual General Meeting and expressed his
willingness to be reappointed as the Executive Director of the Company
for a period of 5 years from the date of this Annual General Meeting.
Brief resume of Mr. Naresh Sharma proposed to be reappointed as
Executive Director, nature of his expertise in specific functional
areas and names of companies in which he holds Directorships and
Memberships of the Board Committees, as stipulated in Clause 49 of the
Listing Agreement with the stock exchanges are provided in the
Corporate Governance forming part of the Annual Report.
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Director''s Responsibility Statement, it is
hereby confirmed:
(a) that in preparation of the Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(b) that we have selected such accounting policies and applied them
consistently and made judgements and estimates that are 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 loss of the
Company for the year;
(c) that we 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;
(d) that we have prepared the annual accounts on a going concern basis.
Material developments in human resources and industrial relations
The past year has been a challenging year with the slowdown in economy
coupled with the education sector also facing a slump. This required
the company to manage its cost more efficiently without compromising on
its productivity. Core understands the business needs to adapt to the
economic realities and had taken steps like cutting the strength of its
India team across functions to maintain the equilibrium in terms of
right fit for right skill.
Recognizing the necessity to maintain its core team of skilled and
competent work force every effort would be made to ensure the perfect
balance in terms of employees'' skills and demand and nurture a core
team of dedicated employees to face the economic turnaround in the
future.
BEST PRACTICES
Your Company continues to be a CMMi Level 5 certification and an ISO
9001:2008 organization.
CORPORATE GOVERNANCE
The Company endeavours to attain highest values of Corporate Standards.
The Company has adhered to the requirements set out by the Securities
and Exchange Board of India''s Corporate Governance practices and has
implemented all the stipulations prescribed, in the Clause 49 of the
Listing Agreement with Stock Exchanges. The Report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement forms
part of the Annual Report.
The Chairman''s declaration regarding compliance with CETL Code of
Conduct for Directors and Senior Management personnel forms part of
report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented as a separate section forming part of this
Annual Report.
AUDITORS & AUDITORS'' REPORT
M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Asit Mehta &
Associates, Chartered Accountants, the Joint Statutory Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting. The new Companies Act, 2013 has laid down a policy of rotation
of auditors to ensure appropriate Corporate Governance. The present
auditors have held office for more than five years. In keeping with the
spirit of new legislation, the Board of Directors recommend the
appointment of M/s. Sushil Budhia Associates as the Auditor for the FY
2014-15.
The Company has received confirmations from the new auditors to the
effect that their appointment, if made would be within the prescribed
limits under Section 139 of the Companies Act, 2013 and that they are
not disqualified for such reappointment within the meaning of Section
141 of the said Act.
The notes to Accounts referred to in the Auditor''s Report are self-
explanatory and therefore do not call for any further Comments.
FIXED DEPOSITS
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Companies Act, 1956 and as such, no
amount of principal or interest was outstanding on the date of the
Balance Sheet.
EMPLOYEE PARTICULARS
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other particulars of employees forms part of the
Directors'' Report.
However, having regard to the provisions of Section 219(1)(b)(iv) of
the said Act, the Annual Report excluding the aforesaid information is
being sent to all the members of the Company and others entitled
thereto,. Any member interested in obtaining such particulars may
write to the Company Secretary at the Registered Office of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo as required under Section 217
(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of
particulars in the report of Board of Directors) Rules, 1988 are
provided in the Annexure I to this report.
TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO INVESTOR
EDUCATION & PROTECTION FUND (IEPF)
During the year 2013-14, the company has transferred the Unclaimed
Dividend declared for the Year 2005-06 to the Investors Education and
Protection Fund (IEPF) established by the Central Government. The
dividend declared for the year 2006-07 has also been transferred to the
IEPF established by the Central Government in terms of Section 205C of
the Companies Act 1956. The Unclaimed Dividend for the year 2007-08 &
onwards can be claimed by the members by Corresponding the same to the
Company or the Registrar & Transfer Agent of the Company. Members are
requested to note that dividends not encashed or claimed within 7 years
from the date of transfer to the Company''s unpaid dividend account
will, as per Section 205A of the Companies Act, 1956, be transferred to
the IEPF.
Pursuant to the provisions of the Investor Education & Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on 27th
September, 2013 (date of last Annual General Meeting) on the company''s
website www.core-edutech.com and also on the Ministry of Corporate
Affairs website.
Acknowledgements
We thank our customers, investors, bankers and other stakeholders for
their continued support during the year. We place on record our sincere
appreciation of the contribution made by employees at all levels. Our
consistent growth was made possible by their hardwork, solidarity,
cooperation and support and look forward to their continued support.
For and on behalf of the Board
Sanjeev Mansotra
Date: 14th August, 2014 Chairman
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the 28th Annual Report on
business and operations of your Company along with the audited
financial statements for the year ended 31st March, 2013.
rESULTS oF oPErATionS:
(in Million)
consolidated Standalone
2012-13 2011-12 2012-13 2011-12
Income from Operations 19,074.83 16,378.57 11,228.40 8,783.88
Other Income 330.80 496.86 337.58 451.95
Variation in Inventory (913.83) (641.96) (762.97) 349.75
Expenses 16,492.48 13,235.66 10,320.04 6,532.97
Profit Before tax 3,826.98 4,281.73 2,008.91 2,353.12
Less: Provision for
tax (current) 1,097.12 1027.39 402.03 449.01
Excess/(Short)
Provision for
earlier years 0 (124.74) 0 (124.74)
Provision for
tax (deferred) 20.88 148.17 20.86 148.17
Profit after Tax 2,708.98 3,230.92 1,586.03 1,880.68
Add: Balance B/F from
Previous Year 8,785.90 5,879.16 4,713.67 3,157.16
Excess/(Short) Provision
for Earlier years 0 (124.74) 0 (124.74)
Profit Available for
appropriations 2,708.98 3,230.92 1,586.03 1,880.68
Debenture Redemption
Reserve 87.83 57.73 87.83 57.73
Transfer to General
Reserve 190.00 188.00 190.00 188.00
Proposed Dividend 68.69 67.49 68.69 67.49
Provision for Taxes
on Dividends 11.14 10.95 11.14 10.95
Minority Interest 1.82 0 0 0
Balance C/F to
Balance Sheet 11,135.40 8,785.90 5,942.03 4,713.67
overview:
The year 2012-13 was generally a steady year for your Company, though
the beginning of the headwinds that were to afflict the entire industry
were being felt towards the end of the year. On a consolidated basis,
your Company achieved a total operating income of Rs. 19,074.83 million
as compared to Rs. 16,378.57 million during the previous financial year.
Similarly, profit before tax was Rs. 3,826.98 million as compared to Rs.
4,281.73 million during the previous financial year. Profit after tax
was Rs. 2,708.98 million as compared to Rs. 3,230.92 million during the
previous financial year.
The headwinds that were felt towards the end of the year turned into a
virtual tornado for the Company in the first quarter of current
financial year 2013-14. The Company faced significant financial stress
due to decrease in sales revenue, increase in overdue trade receivables
and payables and non-availability of assessed working capital limits.
All this was the result of the economic and liquidity stress felt by
various governments across the world, leading to significant cuts in
public expenditure in areas including education. Since the company
mainly follows the Business to Government model, cuts in government
expenditure significantly impact the order flow and cash flows of the
Company.
The Company''s order book for the current year declined significantly in
the USA due to fewer RFPs being issued at the beginning of this
calendar year. In addition to the "sequester" effect that kicked in for
the Federal Government of the USA, the implementation of the Common
Core Standard across the United States from the next academic year 2014
significantly reduced the order flow for the current year. This in turn
will adversely impact the volume of exports that the company will
execute from its Offshore Development Centers in India, putting further
strain on Indian Operations. This substantial impact on the Company is
expected to taper off over the next two to three years, once the
implementation of the Common Core Standard gathers full steam.
In India, the Company was plagued by very high receivables from State
Government customers, largely due to liquidity constraints faced by
both the Central and State Governments. The company''s market
capitalization also witnessed a drastic fall, impacting the fund
raising exercise of the company. The Company was able to complete only
one tranche of fund raising USD 50 million out of a total expected
raise of USD 150 million.
The cumulative impact of the reduced order flow in the USA, the reduced
cash flows in India and the inability to complete the USD 150 million
fund raising exercise due to adverse market conditions was seen in the
financial performance of the first quarter of the current year, which
saw a loss of Rs. 3,336.95 million. The revenue trends witnessed in the
first quarter are expected to continue through the year.
To mitigate the financial stress, the Company has taken various steps
including cost cutting exercise and opted for Corporate Debt
Restructuring (CDR) plan. Considering the above and based on a
detailed plan for the next 12 months prepared by the Management and
approved by the Board of Directors, the Company is confident of meeting
its obligations as and when they fall due.
Dividends and Appropriations:
In view of the Corporate Debt Restructuring Plan, your Company does not
recommend any dividend to the members for the financial year 2012-13.
Transfer to reserves:
The Company proposes to transfer Rs. 190 Million (Previous year Rs. 188
Million) to the General Reserve. An amount of Rs. 11,135.40 million
(Previous year Rs. 8,785.90 million) has been proposed on consolidated
basis to be retained in the Profit and Loss Account on consolidated
basis.
oPErATionAL HiGHLiGHTS
A brief overview of our business operation is provided in this section
which is discussed in detail in the Management Discussion and Analysis
section, forming part of this report.
ovErSEAS oPErATionS:
US Business
In the US, CORE has a presence in over 42 States and provides
Technology enabled Education Solutions across four key elements of
education delivery, namely Assessment and Intervention, Governance,
Advanced Technologies and Consulting Solutions. Assessment and
Intervention products aims to effectively and actively track, measure
and improve student proficiency as well as ensure continuous progress
toward key educational objectives. While Governance segment is focused
on meeting the compliance and accountability needs of school districts,
government and corporate entities through a variety of special needs
student services and student tracking and ID software solutions.
Currently approximately 79% of the Consolidated revenues are generated
from the US business, and during the year under review, CORE Education
& Consulting Solutions INC., USA, one of our main wholly owned
subsidiaries in the US registered a Profit after Tax, to USD 16.8
million (Rs. 914.24 million). Overall we saw a decrease of 6.2% in the
revenues of our US subsidiaries (comprising CECS Inc, CETI Inc and CITS
Inc) from Rs. 9,233.8 million in FY12 to Rs. 8,658.06 million in the
current year FY 2012-13. Profit after tax for our US subsidiaries was
at Rs. 1,327.9 million in FY 201 2-1 3 compared toRs. 1,246.9 million in FY
201 1-12. New clients contracted by your company during the year
include Miami Dade Public Schools, Duval County Public Schools &
Gadsden County Public Schools.
New Partners
CORE is actively involved in forging partnerships with other successful
companies to provide hardware products along with managed IT solutions,
integrated innovative products within classroom management, assessment,
and improvement. CORE has partnered with T-Mobile to offer broadband
connectivity for all of our mobile devices. In another partnership,
CORE tied up with Anthro Corp to create a security/charging cabinet for
the Kuno solution.
UK Business
ITN Mark is based in Manchester with a nationwide branch network
consisting of 13 sites. CORE is keen to tap its U.K. teacher supply
solutions from primarily providing only teachers and teaching
assistants to also providing special education need specialists,
nursery and support staff as well. In addition, CORE plans to provide
temporary education professionals to academies or schools in the UK
that are directly funded by the central government.
Currently approximately 1 0% of the consolidated revenues are generated
from the UK business, and during the year under review, CORE Education
& Consulting Solutions (UK) Limited registered revenue of Rs.1,890.7
million, growth of 1 8.82% compared to Rs. 1,591.2 million in FY 201
1-12.
Middle East and North Africa Business
CORE ÂBIT Campus spread over an area of 4 acres in Ras-al-Khaimah had a
good academic year 2012-13 with total of 226 students studying in
campus. Your Company also participated in GETEX Exhibition at Dubai
International convention centre in April 2012. For the current academic
year 201 3-1 4, there are 1 25 new enrollments across multiple courses.
During FY 1 3, your Company made significant inroads in the Middle East
& Africa region with a strong business pipeline. Core has expanded its
Teacher Supply Business in Middle East and has successfully signed few
Letter of Intent (LOI) in Ghana and Kenya. Company has also secured an
order for providing Campus Management Solution and is aggressively
looking to sell other technology enabled solutions such as FAIM across
the region.
India Business:
During FY 201 2-1 3, the India business witnessed a sharp rise in
receivables from its State Government customers. This put a lot of
stress on the liquidity position in India. As a result, the Company
decided to consciously slow down its growth in the ICT Segment. Whilst
the company did receive new orders for implementation of Information &
Communication Technology (ICT) and Computer Aided Learning (CAL), it
had to perforce abandon three projects mid-way through implementation
in the first quarter of FY 201 3-1 4 due to lack of financial closure.
In Vocational business, in addition to the existing contracts under the
Swarnajayanti Gram Swarojgar Yojana (SGSY), Swarna Jayanti Shahari
Rozgar Yojana (SJSRY) & Government Hostel Scheme- Maharashtra. Your
Company has bagged significant contracts with one them being, the
contract from Ministry of Rural Development (MORD) to train and place
2,000 students from North Eastern states. We were also awarded the
contract from Social Justice and Special Assistance Department,
Government of Maharashtra to conduct training for 7,820 students in
Government hostels across Mumbai and Nagpur region. Another important
contract is from Gujarat Knowledge Society to provide training and
conduct exams for 1 1,800 students in Gujarat.
The Company deployed customized version of its turnkey examination
management tool ''EdMastery'' for Central Board of Secondary Education
(CBSE). CORE''s solution helped CBSE to automate the process of
generation and distribution of question papers and marking schemes
across the 1 2,000 CBSE affiliated schools. The solution provided
password protected unique question paper to every school. This solution
also provides the web based online test- Performance Analysis Test
(PAT) across different countries.
We have signed an MoU with EdCIL, a Public Sector Enterprise under
Ministry of Human Resource Development (MHRD), Government of India to
develop solutions for the Education sector in India and at
International level through the innovative knowledge base of EdCIL in
educational arena and our knowledge and experience in providing
technology based solutions for Education Training, Content Development
and Skill Testing.
Changes in Capital Structure
Allotment of equity shares against conversion of Foreign Currency
Convertible Bonds (''FCCBs''):
Pursuant to the approval received from the Members at the 24th AGM held
on September 24, 2009. The company had launched and priced the issue of
USD 60 Million 7% Convertible Bonds with an upsize option of USD 1 5
million, convertible into ordinary / equity shares of the Company. The
issue was fully subscribed and closed on 6th May 201 0, with an
aggregate issue of USD 75 million. The Bonds mature over a period of 5
years and 1 day with the maturity date 7th May, 2015. The Bonds carry
YTM and coupon of 7% p.a. The initial conversion price of the said
bonds, was fixed at 1 0% premium over the reference share price of Rs.
247.09 calculated in accordance with the applicable rule and
regulations governing the issue, under the guidelines issued by the
Reserve Bank of India and the Securities and Exchange Board of India in
this regard, which works out to Rs. 271 .80. The fixed exchange rate for
the issue was USD 1 = Rs. 44.43. During the year under review, bonds
worth USD 1 0,1 50,000 were converted (PY USD 1 5,696,000 ) against
which the Company had allotted 1,659,1 73 equity shares (PY. 25,65,749)
of f 2 each at a premium of f 269.80 per equity share. As on 31st
March, 2013, the end of the year, USD 48,937,000 bonds (PY. USD
59,087,000 bonds) were outstanding for conversion.
CORE Employee Stock Option Scheme:
The Company introduced and implemented the CORE Employee Stock Option
Scheme (the scheme) in CORE ESOS 2007 and CORE ESOS 2009, in accordance
with the Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the
Guidelines). The detailed disclosure required under the relevant
guidelines is attached herewith and forms part of this report.
During the year, 48,326 equity shares (PY. 169,628 equity shares) under
CORE ESOS 2007 and 303,986 equity shares (PY. 591,328 equity shares)
under CORE ESOS 2009, were allotted against the exercise of stock
options by the eligible employees / Directors.
Considering all the allotments above, during the year 2012-2013, the
paid-up share capital of your Company stands increased from Rs.
224,944,682/- comprising 1 12,472,341 equity shares of Rs. 2/- each toRs.
228,967,652 comprising 1 14,483,826 equity shares of Rs. 2/- each.
SUBSIDIARY COMPANIES AND PARTICULARS REQUIRED UNDER SECTION 212 OF THE
COMPANIES ACT, 1956
Being a Global Corporate entity, your Directors believe that the
Consolidated Results represent the performance of the Company in a more
comprehensive manner as compared to the stand alone operations. In
view of that and also as required under the Listing Agreements with the
Stock Exchanges, a Consolidated Financial Statement of the Company and
all its subsidiaries are attached and forms part of this report. The
Consolidated Financial Statement has been prepared in accordance with
applicable Accounting Standards issued by The Institute of Chartered
Accountants of India. Details of the subsidiary companies are discussed
in the Management Discussion & Analysis, forming part of this report.
As per the provisions of Section 212 of the Companies Act, 1956
(hereinafter referred to as ''the Act''), your Company is required to
attach the Directors'' Report, Balance Sheet, Profit and Loss Account
and other information of the subsidiaries to its Balance Sheet.
Government of India (Ministry of Corporate Affairs), vide General
Circular 2/2011 dated 8th February, 2011 has granted general exemption
to all the companies from attaching to its Balance Sheet, the
individual Annual Reports of all its subsidiary companies, as required
under Section 212 of the Act, subject to Board approval and fulfillment
of certain other conditions. Your Directors believe that the audited
consolidated accounts present a full and fair picture of the state of
affairs and financial conditions of the Company and its subsidiaries,
as is done globally. A statement pursuant to Section 212 of the
Companies Act, 1956 relating to the Company''s interest in subsidiaries
is attached to the financial statement and forms part of this Report.
The annual accounts of these subsidiaries and the related detailed
information will be made available to any Member of the Company seeking
such information and are also available for inspection by any Member of
the Company at the Registered Office of the Company.
BoArD oF DirEcTorS
Board of Directors of the Company comprises of Non-Executive Promoter
Chairman, Mr. Sanjeev Mansotra; three Executive Directors namely, Mr.
Naresh Sharma, Executive Director, Mr. Nikhil Morsawala, Director-
Finance and Prof. Dr. Arun Nigavekar, Executive Director; and three
Independent Directors, namely Mr. S. S. Dua, Mr. Harihar Iyer and Mr.
Pundi L. Narasimham. Four Directors of the Company, namely Mr K C
Ganjwal, Mr M. N. Nambiar, Mr Awinash Arondekar and Ms Maya Sinha have
resigned during the period under report. One new Director, namely Mr.
Pundi L. Narasimham, was appointed during the period under report.
In accordance with the provisions of the Act and the Articles of
Association of your Company, Prof. Dr. Arun Nigavekar, Executive
Director of your Company, is retiring by rotation at the ensuing Annual
General Meeting and expressed his unwillingness to continue to be
reappointed as Director of the Company.
Brief resume of Mr. Pundi L. Narasimham appointed as an Additional
Director at the Board Meeting held on 14th August, 2013, proposed to be
reappointed as Director, nature of his expertise in specific functional
areas and names of companies in which he holds directorships and
memberships/chairmanships of Board Committees, as stipulated in Clause
49 of the Listing agreement with the stock exchanges are provided in
the report on Corporate Governance forming part of the annual report.
Directors'' responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Act, with
respect to Director''s Responsibility Statement, it is hereby confirmed:
(a) that in preparation of the Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(b) that we have selected such accounting policies and applied them
consistently and made judgements and estimates that are 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 of the
Company for the year;
(c) that we 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;
(d) that we have prepared the annual accounts on a going concern basis.
Material developments in human resources and industrial relations
The ability to attract and retain talented employees is critical to
business success of any organization. At Core, we recognize that each
individual is unique and brings his/her unique talents to the
organization.
As part of our talent management strategies, we practice Strategic
Talent Acquisition, which takes a long-term view of not only filling
vacancies for today, but also using the candidates to fill positions in
the future to create sufficient talent pool. This has helped in
ensuring the availability of the right talent at the right time and
sometimes even ahead of time. With a view to develop future
capabilities, Core is also involved in Campus hiring to develop new
potential and through highly skilled training programmes to nurture the
skills of these new talents to enhance the talent pool for future
assignments.
We have been successful in building a culture of personal growth and
have been able to engage talented people. This has been possible with a
robust performance management system. We are committed to cultivating a
performance-driven culture that rewards results and recognise
excellence. The objective of the performance management system is to
align each individual goal to the company''s business goals. Our strong
performance management system provides the ongoing processes and
practices to maintain a stellar workforce.
Employee development planning is an ongoing activity and people are
trained in the areas of technical competencies and behavioral
competencies such as leadership development, organizational change
management, team building and management of diverse teams. The
environment of continuous learning enables employees to shoulder higher
responsibilities with élan.
These initiatives provide a platform to the employees to understand the
organization and imbibe its culture. It promotes the sense of working
at an individual level and collective level to integrate their goals
with the company''s goal.
corporate Social responsibility
As a socially responsible organization, Core has been part of various
initiatives during the course of the year towards contributing to a
better society. Prominent amongst these initiatives have been the Blood
Donation Camp organised at its office premises across various locations
in Mumbai in association with the Umang Foundation which received an
overwhelming response from its employees. It saw participation from
employees at all levels come together to contribute towards this noble
cause making it a huge success. Such was the popularity of the
initiative that we had people from other organizations in and around
also participating in the Camp.
The organization has also been at the forefront of creating
environmental awareness amongst its employees. In order to create a
better environment and increase the Green Cover in the city it
organized a tree plantation drive whereby free saplings were
distributed to all its employees to be planted in areas in and around
their localities. Core had also organized various sessions to spread
awareness amongst its employees on the importance of following a
healthy lifestyle through interactive mediums like games and
activities.
Core has always been aware of its responsibilities as an organization
with a Social Conscience and it would always be its endeavor to
contribute to socially relevant issues in the years to come.
BEST PrAcTicES
During the year, your Company has achieved CMMi Level 5 certification.
The Company continues to be an ISO 9001:2008 organization and working
towards achieving ISO 27001 certification, a standard for Information
Security Management Systems.
corPorATE GovErnAncE
The Company endeavours to attain highest values of Corporate Standards.
The Company has adhered to the requirements set out by the Securities
and Exchange Board of India''s Corporate Governance practices and has
implemented all the stipulations prescribed, in the Clause 49 of the
Listing Agreement with Stock Exchanges. The Report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement forms
part of the Annual Report.
The Chairman''s declaration regarding compliance with CETL Code of
Conduct for Directors and Senior Management personnel forms part of
report on Corporate Governance.
MAnAGEMEnT DiScUSSion AnD AnALYSiS
Management Discussion and Analysis for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented as a separate section forming part of this
Annual Report.
AUDiTorS AnD AUDiTor''S rEPorT
M/s. Chaturvedi & Shah, Chartered Accountants and M/s Asit Mehta &
Associates, Chartered Accountants, the Joint Statutory Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment.
The Company has received confirmations from the auditors to the effect
that their re-appointment, if made would be within the prescribed
limits under Section 224(1B) of the Companies Act, 1956 and that they
are not disqualified for such reappointment within the meaning of
Section 226 of the said Act.
The notes to Accounts referred to in the Auditor''s Report are self-
explanatory and therefore do not call for any further Comments.
FiXED DEPoSiTS
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Act and as such, no amount of principal
or interest was outstanding on the date of the Balance Sheet.
EMPLoYEE PArTicULArS
In terms of the provisions of Section 217(2A) of the Act, read with
(Particulars of Employees) Rules, 1975 as amended, the names and other
particulars of employees forms part of the Director''s Report.
However, having regard to the provisions of Section 219(1) (b) (iv) of
the said Act, the Annual report excluding the aforesaid information is
being sent to all the members of the Company and others entitled
thereto. Any member interested in obtaining such particulars may write
to the Company Secretary at the registered office of the Company.
conSErvATion oF EnErGY, TEcHnoLoGY ABSorPTion AnD ForEiGn EXcHAnGE
EArninGS AnD oUT Go
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo as required under Section 217(1)
(e) of the Companies Act, 1956 read with Companies (Disclosure of
particulars in the report of Board of Directors) Rules, 1988 are
provided in the Annexure I to this report.
TrAnSFEr oF UnPAiD / UncLAiMED AMoUnTS To invESTor EDUcATion ProTEcTion
FUnD (iEPF)
During the year 2012-13, the company has transferred the Unclaimed
Dividend declared for the Year 2004-05 to the Investors Education and
Protection Fund (IEPF) established by the Central Government. The
dividend declared for the year 2005-06 is being transferred within the
stipulated period to the IEPF established by the Central Government in
terms of Section 205C of the Companies Act 1956. The Unclaimed Dividend
for the year 2006-07 & onwards can be claimed by the members by
Corresponding the same to the company or the Registrar & Transfer Agent
of the company. Members are requested to note that dividends not
encashed or claimed within 7 years from the date of transfer to the
Company''s unpaid dividend account will, as per Section 205A of the
Companies Act, 1956, be transferred to the IEPF. No claim shall lie
against the Company or the said Fund in respect of any amounts, which
were unclaimed and unpaid for a period of seven years from the dates
they first became due for payment and no payment shall be made in
respect of any such claims.
AcKnowLEDGEMEnTS
We thank our customers, investors, bankers and other stakeholders for
their continued support during the year. We place on record our sincere
appreciation of the contribution made by employees at all levels. Our
consistent growth was made possible by their hardwork, solidarity,
cooperation and support and look forward to their continued support.
For and on behalf of the Board
Place: Mumbai Sanjeev Mansotra
Date: 14th August, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the 27th Annual Report on
business and operations of your Company along with the audited
financial statements for the year ended 31 March 2012.
RESULTS OF OPERATIONS:
(Rs. in Million)
Consolidated Standalone
2011-12 2010-11 2011-12 2010-11
Income from Operations 16,378.57 10,912.29 8,783.88 5,155.92
Other Income 496.86 42.81 451.95 29.64
Variation in Inventory (641.96) (444.44) 349.75 (107.84)
Expenses 13,235.66 8,680.91 6,532.97 3,773.09
Profit Before tax 4,281.73 2,718.62 2,353.12 1,520.31
Less: Provision
for tax (current) 1,027.39 447.35 449.01 262.13
Excess/(Short)
Provision for
Earlier years (124.74) - (124.74) -
Provision for
tax (deferred) 148.17 21.17 148.17 21.17
Profit after Tax 3,230.92 2,250.11 1,880.68 1,237.01
Add: Balance B/F
from Previous Year 5,879.16 3,832.94 3,157.16 2,124.04
Profit Available
for appropriations 9,110.08 6,083.05 5,037.84 3,361.05
Debenture
Redemption Reserve 57.73 0.35 57.73 0.35
Transfer to
General Reserve 188.00 125.00 188.00 125.00
Proposed Dividend 67.49 65.49 67.49 65.49
Provision for
Taxes on Dividends 10.95 13.05 10.95 13.05
Balance C/F to
Balance Sheet 8,785.90 5,879.16 4,713.67 3,157.16
FINANCIAL OVERVIEW:
The financial year 2011 Ã 12 was a remarkable year with significant
developments in India business operations. On a consolidated basis,
your Company achieved total operating income of Rs.16,378.57 Million
registering a growth of 50% as compared to Rs.10,912.29 Million during
the previous financial year. Similarly, Profit Before Tax was Rs.4,281.73
Million with a growth of 57% as compared to Rs.2,718.62 Million during
the previous financial year. Profit After Tax was Rs.3,230.92 Million
with a growth of 44% as compared to Rs.2,250.11 Million during the
previous financial year.
DIVIDENDS & APPROPRIATIONS:
Your Company follows a policy of paying stable dividend linked to
consistent performance, while at the same time keeping in view the need
to finance growth plans through internal accruals. Your Directors are
pleased to recommend a dividend of 30% of the paid up capital i.e.
Rs.0.60 (60 paise) per equity share, subject to the approval of the
members to be paid:
(i) to those beneficial owners, holding shares in electronic form,
whose names appear in the statement of beneficial owners furnished by
the Depositories to the Company as at the close of business hours on 19
September 2012.
(ii) to those Equity Shareholders, holding shares in physical form,
whose names appear on the Register of Members of the Company at the
close of business hours on 20 September 2012 after giving effect to all
valid transfers in physical form, if any, lodged with the Company or
its Registrar and Share Transfer Agent till 19 September 2012.
The dividend above, if approved by the members would involve a cash
outflow of Rs.67.49 million as dividend and Rs.10.95 million as dividend
tax.
The Register of Members shall be closed from 20 September 2012 to 27
September 2012 (both days inclusive), for the purposes of payment of
dividend and for the Annual General Meeting proposed to be held on 27
September 2012.
TRANSFER TO RESERVES:
The Company proposes to transfer a sum of Rs.188.00 Million (Previous
year Rs.125.00 Million) to the General Reserves Account and an amount of
Rs.8,785.90 million (Previous year Rs.5,879.16 million) has been retained
in the Profit and Loss Account on the consolidated basis.
OPERATIONAL HIGHLIGHTS
A brief overview of our business operation is provided in this section
which is discussed in detail in the Management Discussion & Analysis
section, forming part of this report.
India Business:
During the period under review, India business became more prominent
with additional orders for implementation of Information &
Communication Technology (ICT), Computer Aided Learning (CAL) and
Learning Management Systems (LMS) in addition to the existing contracts
under the flagship program of "Sarva Shiksha Abhiyaan". This programme
involving various State Governments covers 2,622 schools in the State
of Haryana, 947 schools in Maharashtra, 1,920 schools in Punjab, 3,707
schools across Gujarat and further schools across Meghalaya, Assam,
West Bengal and others. We currently cater to over 10,000 schools and
have covered over 13.3 million children under our various projects in
India and have helped the industry in providing employment to over
7,000 people.
In a capacity building exercise your company in association with the
Central Board of Secondary Education (CBSE), New Delhi, trained about
1,028 teachers. In addition to this, the Company proposes to deploy its
turnkey examination management tool 'EdMastery' with required
customization for CBSE. CORE's solution will help CBSE to automate the
process of generation and distribution of question papers across the
12,800 CBSE affiliated schools, automate the web based online test-
Performance Analysis Test (PAT) across different countries and automate
the centre-wise test by implementing client server based system.
New Partners
Our association with the University of Oxford for teacher capacity
building took a new leap by way of a pilot project along with Kerala
State Governments' State Council Educational Research and Training
(SCERT) for teacher training.
We partnered with Texas Instruments, known for innovation in
technology, to bring STEMpower' an innovation in teaching, learning and
assessment of math and science in the classrooms. Through STEMpower,
CORE has taken its first steps in building relationships with private
schools in India and has successfully bagged orders from renowned
school like Sanskriti in New Delhi.
Our partnership with the East Valley Institute of Technology (EVIT), is
developing a set of blended curriculum courses that engage students
both online and in real-world apprenticeships that teach students the
relationship between academic preparation and career skills sought by
employers.
We have also partnered with ITE Singapore for vocation training
activities.
Vocational Training
Vocational Training is another important focus area for your Company,
where we train the youth to enhance employablility. There are
significant developments under the Vocational Training business with
several contracts bagged and one of them being, the contract from
Karnataka State Electronic Development Corporation for imparting
training under SJSRY Step up Scheme to impart employment-linked
trainings approximately 12,500 beneficiaries, sponsored by Directorate
of Municipal Administration across Karnataka. Anather contract is from
the Department of Panchayati Raj, Uttar Pradesh, for the training of
11,200 Elected Representatives and functionaries of Panchayati Raj
Institutions in the State on Public Private Partnership basis. And
further training of over 7,200 students under Employment Generation and
Marketing Mission (EGMM), Andhra Pradesh, 1,500 students under Gujarat
Knowledge Society - Grant for Girl Empowerment Training Program on
Adolescence Education and 4,800 students under Mission for Elimination
of Poverty in Muncipal Areas (MEPMA), Andhra Pradesh, a scheme set-up
for enabling employment to the urban poor candidates.
Further, your Company has taken several initiatives on multi sector
vocation model covering various sectors with emplyoment potential in
sectors like Hopitality, Retail, Auto, Construction and Information
Technology.
Teacher Training
Your Company had collaborated with the University of Oxford some time
back based on which it has been able to create teacher training content
which is ready for commercial use in India as well as across the globe.
The Company will be ready for a launch on this soon and expects to reap
the benefits of this collaboration.
OVERSEAS OPERATIONS:
US Business
Currently approximately 86% of the Consolidated revenues are generated
from the US business, and during the year under review, CORE Education
& Consulting Solutions INC., USA, one of our main wholly owned
subsidiaries in the US registered a 21.42% increase in Profit after
Tax, to USD 20.58 million (Rs.1,016.43 million). Overall we saw an
increase of 50.7% in the revenues of our US subsidiaries (comprising
CECS Inc, CETI Inc and CITS Inc) from Rs.6,128.8 million in FY11 to
Rs.9,233.8 million in the current year FY12. This was supported by a
healthy EBITDA of 27.8% during the year which grew from Rs.1,519.7
million in FY11 to Rs.2,566.8 million in FY12 an increase of 68.9% during
the year. Profit after tax for our US subsidiaries also grew from
Rs.804.6 million in FY11 to Rs.1,246.9 million in FY12 by an impressive
55%. In the US, we have presence in over 46 States and provide
Education Solutions across four key elements of education delivery,
namely Assessment & Intervention, Governance, Advanced Technologies and
Consulting Solutions.
With our association with schools, districts and statewide agencies
across the US, CORE integrates and optimizes formative assessment
solutions, technology infrastructure, management applications,
compliance reporting, strategic staffing solutions and technical career
education programs. CORE currently touches the lives of over 20 million
students spread over 54,000 schools across the United States, advancing
education through an integrated mosaic of innovative solutions. To
create richer learning experiences, CORE is integrating its education
offerings for assessment and governance solutions with the latest
technology based solutions from its partners (Dell and Promethean) to
transform today's classrooms with 3D technologies, active desks and
interactive whiteboards.
Our business partnership agreement with Promethean is aimed at
introducing transformational interactive learning technology in
schools. Similarly our partnership with the East Valley Institute of
Technology (EVIT), is developing a set of blended curriculum courses
that engage students both online and in real-world apprenticeships that
teach students the relationship between academic preparation and career
skills sought by employers.
UK Business
During the year under review, we further consolidated our position
through the acquisition of ITN Mark Education Ltd. in May 2011. ITN
Mark is an education services provider operating through a network of
16 offices across UK. This acquisition has helped CORE expand its
education business by giving it the capability to provide teachers and
teaching assistants to schools and nurseries in England and Wales, and
to offer specialist education consultancy services, principally aimed
at meeting the requirements of the United Kingdom Department of
Education and inspections by the Office for Standards in Education, to
education authorities, school clusters, academies and private sector
education providers.
We are focused on growing our U.K. teacher supply solutions to also
include special education need specialists, nursery and support staff
as compared to targeting only teachers and teaching assistants. We are
also targeting to provide these temporary education professionals to
academies or schools in the UK that are directly funded by the central
government.
Middle East and North Africa Business
This year, we could achieve yet another remarkable milestone under our
Higher Education initiative by establishing "CORE International
Institute of Higher Education FZE, in Ras-al-Khaimah, one of the
Emirates in the UAE, which now currently offers courses in association
with Birla Institute of Technology, Ranchi. The institute offers
programs in Engineering, Management and Architecture for around 300
students on campus. We are also in the process of formalining with a
leading international university for offering Global Executive MBA
programmes in the UAE.
We have entered into a Joint Venture with Mackeen Holding, a
quasi-government business group with diversified interests in Qatar,
for creating a blueprint for developing a world-class education
environment in Qatar. Further, we have a Joint Venture with Muscat
Overseas Co. LLC, Oman's leading business group to develop a world-
class education system in the Sultanate of Oman.
Teacher Supply - As part of its thriving cross selling opportunities
across the globe, your Company has expanded its Teacher Supply
Business, which was part of the acquisition of ITN Mark, in the Middle
East this year. We can see huge traction for placement of permanent
teachers in countries like Kuwait, Qatar and Saudi Arabia, as these
countries are facing huge shortage of quality English speaking teachers
in K-12 schools.
Our presence in the Africa region spans across to several countries
like Mozambique, Zambia and Kenya where we offer our Examination
Management Solutions like FAIM.
Restructuring of Subsidiaries:
In the process of creating and enhancing the value for our
stakeholders, it was decided to restructure the Company's business
carried on through its subsidiaries, whereby our subsidiaries in the US
and UK viz., CORE Education & Consulting Solutions, Inc., USA and CORE
Education & Consulting Solutions (UK) Ltd., in the UK shall become
immediate subsidiaries of CORE Education & Consulting Solutions Pte.
Ltd., our wholly owned subsidiary incorporated in Singapore.
This restructuring will serve multiple purposes viz., i) creating and
consolidating values for our global K-12 business under one company
which is currently spread over various jurisdictions; ii) bringing
synergies into the operations through such integration; iii) setting up
our global R & D centre in Singapore to further enhance our education
offerings and iv) unlocking value of our K-12 business in medium term /
long term. Moreover, the Singapore subsidiary will not only be a
holding company for the US and UK business but will also develop its
own business considering the business potential of the emerging markets
of Singapore, Malaysia, China, Hong Kong and other countries in the
Asia Pacific region.
Changes in Capital Structure
Allotment of share on exercise of options under CORE Employee Stock
Option Scheme:
During the year, 169,628 equity shares under CORE ESOS 2007 and 591,328
equity shares under CORE ESOS 2009, were allotted to the eligible
employees and the Directors of the Company on exercise of stock options
issued and implemented in accordance with the Securities and Exchange
Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999. Detailed disclosure as required
under the relevant guidelines is provided in
Annexure II herewith and forms a part of this report.
Allotment of shares against conversion of Foreign Currency Convertible
Bonds ('FCCBs'):
During the year under review, bonds worth USD 15,696,000 were converted
against which the Company had allotted 2,565,749 equity shares of Rs.2
each at a premium of Rs.269.80 per equity share. As on 31st March 2012,
USD 59,087,000 bonds were outstanding for conversion.
Considering all the allotments above, during the year 2011 Ã 2012, the
paid-up share capital of your Company stands increased from
Rs.218,291,272/- comprising 109,145,636 equity shares of Rs.2/- each to
Rs.224,944,682/- comprising 112,472,341 equity shares of Rs.2/- each.
During the period from 1st April 2012 till the date of this report, the
Company had further allotted 183,889 equity shares of Rs.2/- each against
the exercise of stock options and 1,593,788 equity shares against
conversion of FCCBs. As on the date of this report, a sum of USD 49.33
million remains outstanding for conversion.
SUBSIDIARY COMPANIES AND PARTICULARS REQUIRED UNDER SECTION 212 OF THE
COMPANIES ACT, 1956
Being a Global Corporate entity, your Directors believe that the
Consolidated Results represent the performance of the Company in a more
comprehensive manner as compared to the Standalone business operations.
In view of that and also as required under the Listing Agreements with
the Stock Exchanges, the Consolidated Financial Statements of the
Company and all its Subsidiaries are attached and forms part of this
report. The Consolidated Financial Statement has been prepared in
accordance with applicable Accounting Standards issued by The Institute
of Chartered Accountants of India and the revised Schedule VI in
Companies Act, 1956 as directed by the Ministry of Corporate Affairs
vide its Notification No. S.O.447E dated 28 February, 2011. Details of
the subsidiary companies are discussed in more detail in the Management
Discussion & Analysis section, forming part of this report. Your
Directors believe that the audited consolidated accounts represent a
true and fair view of the state of affairs and financial conditions of
the Company and its subsidiaries.
As per the provisions of Section 212 of the Companies Act, 1956
(hereinafter referred to as 'the Act'), your Company is required to
attach the Directors' Report, Balance Sheet, Profit and Loss Account
and other information of the subsidiaries to its Balance Sheet.
However, Government of India (Ministry of Corporate Affairs), vide
General Circular No. 2/2011 dated 8 February 2011 has granted general
exemption to all the companies from attaching to its Balance Sheet, the
Annual Financials of all its subsidiary companies, subject to approval
of the Board of Directors of the Company and subject to such
disclosures on the financial information other conditions as mentioned
in the aforesaid circular being complied with. A statement pursuant to
Section 212 of the Companies Act, 1956, relating to the Company's
interest in its subsidiaries is attached to the financial statement of
the Company and forms part of this report. The annual financials of
these subsidiary companies and the related information shall be made
available to any Member of the Company seeking such information and are
also available for inspection by any Member of the Company at the
Registered Office of the Company.
BOARD OF DIRECTORS
Board of Directors of the Company comprises of Mr. Sanjeev Mansotra,
Non-Executive Chairman on the Board, however, being in-charge and
responsible for the global operations of the Company, he is designated
as the Global CEO; Mr. Naresh Sharma, Mr. Nikhil Morsawala, Ms. Maya
Sinha and Prof. Dr. Arun Nigavekar, holding the position of Executive
Directors; Mr. Harihar Iyer as the Non-Executive Director; Mr. Sunder
Shyam Dua, Mr. Awinash Arondekar, Mr. M Narayanan Nambiar and Mr. K C
Ganjwal being the Independent Directors. Mr. K C Ganjwal, due to
personal reason, has resigned from the Board of Directors w.e.f 11
August 2012.
In accordance with the provisions of the Act and the Articles of
Association of your Company, Mr. Nikhil Morsawala and Mr. S. S. Dua,
Directors of the Company, are liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment, at the ensuing Annual General Meeting.
At the recommendation of Remuneration/ Compensation Committee, the
Board at its meeting held on 30th August, 2012 approved re-appointment
of Mr. Naresh Sharma as Executive Director of the Company, w.e.f. 1st
April, 2012. Resolution proposing re- appointment of Mr. Naresh Sharma,
as an Executive Director and the terms of his appointment have been
included in the Notice convening the 27th Annual General Meeting of the
Company for your consideration.
Brief resume of the Directors proposed to be reappointed, nature of
their expertise in specific functional areas and names of companies in
which they hold directorships and memberships/chairmanships of Board
Committees, as stipulated in Clause 49 of the Listing agreement with
the stock exchanges are provided in the report on Corporate Governance
forming part of the annual report.
Directors' Responsibility Statement
Pursuant to the requirement under section 217(2AA) of the Act, with
respect to Director's Responsibility Statement, it is hereby confirmed:
(a) that in preparation of the Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(b) that we have selected such accounting policies and applied them
consistently and made judgments and estimates that are 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 of the
Company for the year;
(c) that we 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;
(d) that we have prepared the annual accounts on a going concern basis.
HUMAN RESOURCE MANAGEMENT
COREans are the key resources of your company. The company has been
able to create a vibrant work environment that keeps engaging employees
across levels.
As the journey continues, CORE's HR policies and processes continue to
be aligned to effectively drive the businesses at global level and make
inroads into emerging opportunities. Our human resources management
process continuously keeps pace with our business and we keep
attracting and retaining high caliber and experienced employees across
various geographies. We have also created a high performance culture
where feedback is an ongoing exercise. Career progression and
succession planning also happens in a planned manner.
To connect our employees in the CORE family across the globe, CORE
Connect, an e-magazine was launched, which shares experience and other
happenings across all our offices. This is an exciting platform that
connects all the COREans on the latest happenings in CORE across the
globe.
HR is also actively involved in organizing significant and well
received employee engagement initiatives viz. CORE Cricket Premier
League (CCPL 2012) that attracted an organization wide participation.
We also celebrate festivals on occasions such as Makar Sankranti (with
Kite Flying organized across offices in different locations), a fun
filled day during Christmas and Diwali celebrations with various
contests held and also with gifts & sweets distributed to all
employees, Navrathri celebrated with color theme days, Women's day
celebration, Monsoon and Winter picnics.
Corporate Social Responsibilities
On the Corporate Social Responsibility front, we continued
participating in the Standard Chartered Mumbai Marathon à 2012, to
promote "Education for All" through SMILE foundation. The fact that the
hard work put in by the participants was benefiting the under
privileged children made it worth the cause. Employees also whole
heartedly participated in the blood donation drive organised by Umang
Foundation.
With the aim of creating a sense of ownership among the employees
within the organization, the Company has been introducing Employee
Stock Option Scheme from time to time to reward the employees. The
first scheme was introduced in 2007 and in 2009 another such scheme was
introduced. The schemes are in accordance with the existing guidelines
issued by the Securities and Exchange Board of India as amended from
time to time and it continues to be a strong retention tool too.
Credit Ratings
Company has been assigned with 'CARE A1' rating for short term
borrowings indicating highest credit quality and 'CARE A' for long term
borrowings/debts by Credit Analysis & Research Ltd. (CARE).
Your Company has a long term credit rating which was carried out during
the year by International agencies. Standard & Poor's has rated the
Company at B and Moodys has rated the Company at B1 as well.
BEST PRACTICES
Though the Company continues to be an ISO 9001:2008 organization, we
are working towards achieving ISO 27001 certification; a standard for
Information Security Management Systems.
Further, we are pleased to inform that during the year, your Company
was rated at Level 5 of CMMi process improvement model, which is
considered a credible benchmark of quality. Level 5- Optimizing, is the
highest level of maturity on CMMi (Capability Maturity Model
Integration). The Class A standard CMMi Appraisal Method for Process
Improvement (SCAMPI) is designated to provide benchmark quality ratings
relative to Capability Maturity Model Integration (CMMi) models. The
SCAMPI appraisal represents stringent showcasing of consistency,
quality and effectiveness. The appraisal methods helps an organization
to gain insight into their process capability or organizational
maturity by identifying process strengths and weaknesses as related to
the best practices of one or more CMMi models.
CMMi is a process improvement approach that can be applied to work
groups, projects, or entire organizations and provides organizations
with the essential elements to improve process performance. Being rated
at Level 5 Ã Optimising of CMMi, can provide improvements in product
and service quality, forecasting accuracy, productivity, return on
investment, customer satisfaction and other measures of performance.
CORPORATE GOVERNANCE
The company endeavors to attain highest values of Corporate Standards.
The Company has adhered to the requirements set out by the Securities
and Exchange Board of India's Corporate Governance practices and has
implemented all the stipulations prescribed, in the Clause 49 of the
Listing Agreement with Stock Exchanges. The Report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement forms
part of this Annual Report.
The Chairman's declaration regarding compliance with CETL Code of
Conduct for Directors and Senior Management personnel forms part of
report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented as a separate section forming part of this
Annual Report.
AUDITORS AND AUDITOR'S REPORT
M/s Chaturvedi & Shah, Chartered Accountants and M/s, Asit Mehta &
Associates, Chartered Accountants, the Joint Statutory Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and have confirmed their eligibility for re-appointment.
Confirmations from the auditors to the effect that their re-appointment
/ appointment, wherever applicable, if made, would be within the
prescribed limits under Section 224(1B) of the Companies Act, 1956 and
that they are not disqualified for such reappointment within the
meaning of Section 226 of the said Act.
The notes to Accounts referred to in the Auditor's Report are self-
explanatory and therefore do not call for any further Comments.
FIXED DEPOSITS
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Act and as such, no amount of principal
or interest was outstanding on the date of the Balance Sheet.
EMPLOYEE PARTICULARS
In terms of the provisions of Section 217(2A) of the Act, read with
(Particulars of Employees) Rules 1975 as amended, the names and other
particulars of employees' forms part of the Director's Report.
However, having regard to the provisions of Section 219(1) (b) (iv) of
the said Act, the Annual report excluding the aforesaid information is
being sent to all the members of the Company and others entitled
thereto. Any member interested in obtaining such particulars may write
to the Company Secretary at the registered office of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo as required under Section 217(1)
(e) of the Companies Act, 1956 read with Companies (Disclosure of
particulars in the report of Board of Directors) Rules, 1988 are
provided in the Annexure I to this report.
TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)
During the year, there were no amounts which remained unpaid /
unclaimed for a period of 7 years and which were required to be
transferred by the company to the Investor Education and Protection
Fund established by the Central Government pursuant to Section 205C of
the Companies Act, 1956.
ACKNOWLEDGEMENTS
We thank our customers, investors, bankers and other stakeholders for
their continued support during the year. We place on record our sincere
appreciation of the contribution made by employees at all levels. Our
consistent growth was made possible by their hard work, solidarity,
cooperation and support and look forward to their continued support.
For and on behalf of the Board
Place: Mumbai Sanjeev Mansotra
Date: 30 August, 2012 Chairman
Mar 31, 2011
The Directors have pleasure in presenting the 26th Annual Report on
business and operations of your Company along with the audited fi
-nancial statements for the year ended 31 March 2011.
RESULTS OF OPERATIONS
(Rs.in Million)
Consolidated Standalone
2010-11 2009-11 2010-11 2009-10
Income from Operations 10,912.29 8,469.81 5,155.92 4,179.52
Other Income 155.76 89.38 142.59 85.78
Variation in Inventory 444.44 95.64 107.84 138.34
Expenses 8,793.86 6,578.82 3,886.04 3,041.99
Profit Before tax 2,718.62 2,076.00 520.31 1,361.65
Less: Provision for tax
(current) 447.35 332.27 262.13 221.72
Provision for tax (deferred) 21.17 21.50 21.17 21.50
Profit after Tax 2,250.11 1,722.24 1,237.01 1,118.43
Add: Balance B/F from
Previous Year 3,832.94 2,301.07 2,12404 1,195.98
Excess/Short Provision for
Earlier years (5.65) (5.65)
Profit Available for
appropriations 6,083.05 4,01766 3361.05 2,308.76
Debenture Redemption
Reserve 0.35 0.35
Transfer to General Reserve 125.00 112.00 125.00 112.00
Proposed Dividend 65.49 62.16 65.49 62.16
Provision for Taxes on
Dividends 13.05 10.56 13.05 10.56
Balance C/F to Balance
Sheet 5,879.16 3,832.94l 3,157.16 2,124.04
Overview:
The growth during the year under review was satisfactory. On a
consolidated basis, your Company achieved a Total Operating Income of Rs.
10,912.29 million registering a growth of 28.84% as compared to Rs.
8,469.81 million during the previous financial year. Similarly, Profit
Before Tax was Rs. 2,718.62 million with a growth of 30.95% as compared
to Rs. 2,076.00 million during the previous financial year. Profit After
Tax was Rs. 2,250.11 million with a growth of 30.65% as compared to Rs.
1,722.24 million during the previous financial year.
Dividends & Appropriations:
Your Company follows a policy of paying stable dividend linked to
consistent performance, while at the same time keeping in view the need
to f nance growth plans through internal accruals. Your Directors are
pleased to recommend a dividend of 30% of the paid up capital i.e. Re.
0.60 per equity share, subject to the approval of the members to be
paid:
(i) to those benef cial owners, holding shares in electronic form,
whose name appear in the statement of benef cial owners furnished by
the Depositories to the Company as at the close of business hours on 3
August 2011.
(ii) to those Equity Shareholders, holding shares in physical form,
whose names appear on the Register of Members of the Company at the
close of business hours on 3 August 2011 after giving effect to all
valid transfers in physical form lodged with the Company or its
Registrar and Share Transfer Agent till 3 August 2011.
The dividend above, if approved by the members would involve a cash
outf ow of Rs. 66.28 million (as on the date of this report) and dividend
tax of Rs. 13.05 million.
The Register of Members shall be closed from 4 August 2011 to 11 August
2011 (both days inclusive), for the purposes of payment of dividend and
for the Annual General Meeting proposed to be held on 11 August 2011.
Transfer to Reserves:
The Company proposes to transfer Rs. 125.00 million. (Previous year Rs.
112.00 million) to the General Reserve. An amount of Rs. 5,879.16
million (Previous year Rs. 3832.94 million) has been proposed to be
retained in the Profit and Loss Account on consolidated basis.
OPERATIONAL HIGHLIGHTS
Domestic Operations:
ICT@CORE
A major milestone in the history of the Company was
recorded by bagging one of the largest education
projects valued approximately Rs. 2,950 million from the
State of Haryana for implementing ICT (Information &
Communication Technology) covering 2,622 schools.
The Company achieved yet another milestone by bagging one of the
largest ICT implementation project in Haryana valuing approximately Rs.
2,950 million which will benef t 5 million students across
21 districts in that State. This project is expected to augment the
focus of the Government to improve the quality of education in
schools by ushering in enhanced use of technology. The project
envisages use of computers and bio-metric devices to enhance
delivery of quality education in the schools and to monitor student
and teacher performances. We will also develop software to support
monitoring and evaluation of teachers and students for the States
Education Department including asset and maintenance management
system and help desk facility at the State level.
Our Company has also bagged a contract from the Govt. of Maharashtra
under the ICT@Schools Phase 2 program covering 947 schools across the
three districts of Mumbai, Pune and Kolhapur. The contract, which will
extend over a period of 5 years from the date of its commencement, is
valued at Rs. 1,200 million.
We also successfully commissioned the ICT project with the State of
Nagaland.
Another project with the Government of Gujarat was signed for
implementing Computer Aided Learning (CAL) for 645 Schools valued at
about Rs. 264 million covering 645 schools across south Gujarat for a
period of 5 years. This project involves setting up Computer Aided
Learning in Secondary and Higher Secondary schools and supply of
hardware, software, manpower services including Teachers Training and
maintenance of systems.
We also signed a contract for providing Child Tracking System (CTS)
with the Assam State Government under the Axom Sarba Siksha Abhijan
Mission. The project includes providing bi-lingual CTS application and
supply of ICR survey forms, household survey training,
converting the data digitally and providing support and maintenance for
1 year.
Similarly, we have entered into a contract with the Government of
Tripura to provide a Learning Management System (LMS) and for
developing 100 hours of content in English and Bengali.
CORE K12 Schools
We are initiating many activities under this domain with many small
projects being implemented with quality products and solutions. This is
a major step for the Company to create its niche in the domestic
market, by leveraging its overseas experience and expertise. We have
undertaken a pilot project for implementing school ERP and maintenance
for Navodaya Vidhyalaya Samiti, under the Ministry of HRD, Department
of Education.
We are commissioning a pilot project for Kendriya Vidyalaya Sangathan
for implementing Quality Improvement Programs and School ERP products,
implementing Assessment Centre and providing e-learning contents for 25
Kendriya Vidyalayas. Similar products and services are also provided to
Navodaya Vidyalaya Samiti, under the Ministry of HRD covering 64
schools.
We plan to establish a chain of CORE K12 schools in next few years.
These schools will be established in accordance with existing
regulations and aff liated to various streams like IB, ICSE, CBSE, etc.
These schools would aim to provide quality education clubbed with
special focus on sports, arts and other activities, which would not
only enable the students for preparing themselves for better prospects
in their career but also to explore the students hidden talent.
CORE Higher Education
We were awarded a contract by the National Project Implementation Unit
(NPIU), under the ministry of HRD for providing MIS for monitoring
technical education quality improvement program for 200 Engineering
Colleges, setting up data center for hosting MIS, provide MIS training
for 1,200 users and maintenance for 5 years.
Similar to the schools, we also plan to establish private universities
for Management Studies, Engineering & Technical. With the passing of
Private Universities Bill by some States, we believe, this would be
another big opportunity for CORE to help the students to imbibe
quality higher education.
CORE Skill Development: Vocational Training:
Vocational Training is another area gaining thrust worldwide with
several ministries coming out with various schemes in vocational
training for unemployment remediation and meeting the industrys needs
for skilled man-power. This is another important area of focus for CORE
as we move forward.
Under the vocational training initiatives, your Company received a
mandate to assist the Delhi Police to equip its personnel with latest
IT Skills for approximately 2000 policemen with the basics of IT. This
initiative will be a part of Crime & Criminal Tracking Network & System
(CCTNS) program which Delhi Police has undertaken to curb crime in the
city. The CCTNS is a comprehensive system designed to facilitate
collection, storage, retrieval, analysis, transfer and sharing of data
and information between police stations and the State and Central
Police Organisation.
The Company also signed MOU with Gujarat Knowledge Society to impart
job-oriented skill up- gradation courses to students from various
disciplines in colleges across Ahmedabad and Surat districts. This is a
signif cant step towards educating and enhancing the employment
potential of youth in Gujarat. The courses will be offered across 18
verticals covering 400 colleges to cater to a student population of
about 100,000. We also received approval from the Ministry of Higher &
Technical Education, Maharashtra, for establishing Industrial Training
Center (ITC) in Navi Mumbai. This initiative will focus towards skill
capacity building and plans to address the challenges of skilled
manpower in the country by producing trained workforce through a
delivery mechanism for industry relevant training programs. The
courses to be provided will follow the National Council for Vocational
Training (NCVT) in accordance with the guidelines issued by the
respective Governments.
Teachers Training, Capacity Building: Your Company has already signed
a MOU with the University of Oxford for enabling Teachers Capacity
Building and for Training Teachers in India. This path breaking
collaboration with the University of Oxford is very critical and
crucial for the success of the Sarva Shiksha Abhiyaan (SSA), the
Rashtriya Madhyamik Shiksha Abhiyaan (RMSA) and the Model Schools
Programs, the main initiatives for improving education in the country,
by the Government of India. This enables your Company to have a f rst
mover advantage to tap a signif cant market share which is stated to be
USD one billion. This collaboration with Oxford University is the f rst
ever private sector initiative in the f eld of teacher enablement in
India. The Company has already commenced leveraging this association in
the domestic market and will see more developments in this regard in
the immediate future.
OVERSEAS OPERATIONS:
USA Operations
During the year under review, CORE Education & Consulting Solutions
Inc., USA, one of our main wholly owned subsidiarIes in the US reported
a turnover of USD 125.87 (Rs. 5,725.33 million) showing an increase of
19.65% over the previous year. Profit After Tax was USD 16.95 million
(Rs. 771.07 million) showing an increase of 41.40% over the previous
year.
ACQUISITIONS
Acquisition of TSI:
Going ahead with the trend of inorganic growth, during the year under
review the Company through its subsidiaries in the US acquired
Technical Systems Integrators LLC (TSI), a Georgia based Education
Solutions Company and Keenan, Keenan & Associates Inc., and a New York
based Education Consulting Company.
TSI, in operation since 2002, provides Education Solutions and IT
services, with primary focus on the sales, delivery, installation and
management of advanced technology assets towards the K-12 and Higher
Education markets. TSI assists customers in Cloud Computing,
Virtualization, selecting systems, designing networks, integrating with
educational infrastructure, planning and managing networks and other
infrastructure projects from concept to completion.
The Company is also into providing Asset Recovery and Disaster Recovery
Solutions to the Education sector. The delivery of world class
solutions is enabled by TSIs partnerships and alliances with companies
like Cisco, Dell, Intel, Microsoft, Nortel and Montana State
University. TSI is also certif ed with Solution Providers like J D
Edwards, SAP, Oracle and PeopleSoft, enabling seamless delivery of
solutions across the entire functional spectrum of its customers. TSI
is both a reseller of hardware products and a major provider of
services to Dell and Dell clients. TSI has been a major part of the
foundation for our strategy.
TSIs focus on the K-12 and Higher Education markets covers 100
districts across 25 States in the US, including California, Florida,
Maine, Montana, South Dakota, Texas and Virginia. From the University
of Georgia, to Kaplan University in eight states, to the state of
Oregon school system, the customer base exceeds 500 educational
institutions and companies.
Acquisition of Keenan & Keenan Group: Keenan, Keenan & Associates Inc.,
based in New York, and operating under the business name The
Employment Store, together with Partners4Growth Inc., provides highly
skilled and specialized resources, with primary focus on providing
trained consultants and staff to educational institutions. The Company
offers a range of services such as Project Management, High Technology
Services, Business Consulting, Process Re-engineering, Special
Education Consulting, Para Professional Consulting and Adjunct Services
like Logistics, Transportation Management and Nutrition Management.
In operation since 1981, the f rm supervises the activities of as many
as 500 active consultants in a wide range of K-12 and Higher Education
Institutions and other business corporations. Prominent Education
Clients of Keenan Group includes University of Rochester, Eastman
School of Music, University of Rochester School of Medicine and
Dentistry, Rochester Institute of Technology, National Technical
Institute for the Deaf, State University of New York Geneseo, Rochester
City School District, VWR International (The USs leading distributor
of scientif c supplies, lab ware and educational aids to K12 and Higher
Ed). KKG also serves a number of key clients in other verticals, such
as healthcare and pharmaceuticals.
UK OPERATIONS
During the year under review, CORE Educaton & Consulting Solutions Inc,
UK, one of our main Wholly Owned Subsidiaries in the UK, reported a
turnover of GBP 6.87 million (Rs. 488.15 million) showing an increase of
9.31% over the previous year. Profit After Tax was GBP 1.33 million (Rs.
94.42 million) showing an increase of 36.13% over the previous year.
Acquisitions:
In May 2011, the UK subsidiary acquired ITN Mark Education Ltd.; a UK
based Education Solutions Company which is a national provider of
supply teachers and teaching assistants. It contributes towards the
ultimate goal of making teaching globally competitive in each and every
sector and is focused on imparting industry relevant training to the
teachers. ITN is one of the leading providers of supply teachers and
teaching assistants in England & Wales to primary and secondary
schools. It also provides educational consulting services to academies
and local authorities. It is 8th largest in size with a 5% market
share of a total market of GBP 430 million (supply teachers and
teaching assistant business). It also has a specialized Educational
Consultancy Services division that works with larger client groups such
as education authorities, school clusters, academies, private sector
education providers and a range of other educational institutes.
ITN Mark was acquired from Ochre House Limited, the recruitment
outsourcing and talent management business backed by NBGI Private
Equity.Changes in Capital Structure
Authorised Share Capital:
The Authorised share capital of the Company was increased from Rs. 300
million (comprising of 150 million equity shares of Rs. 2 each) to Rs. 500
million (comprising of 250 million equity shares of Rs. 2 each) at the
previous Annual General Meeting.
Allotment of equity shares against conversion of Warrants:
Pursuant to the approval received from the members at the Extra
Ordinary General Meeting of the Company held on 31 October 2009, the
Company in accordance and compliance with the Securities & Exchange
Board of India Issue of Capital and Disclosure Regulation, 2009, issued
and allotted on preferential basis, 1,00,00,000 (One crore) Warrants to
CORE Infrapower Limited, forming the part of Promoter Group entitling
the Warrant-holder to apply for equivalent number of equity shares of Rs.
2/- each at a price of Rs. 185/- per share (including a premium of Rs.
183/- per share) to be exercised over a period of 18 months from the
date of its allotment. In the previous year 2009-10, 48,00,000 shares
of Rs. 2/- each were allotted on exercise of the equivalent number of
Warrants and during the year under review, the balance Warrants
constituting 52,00,000 were exercised and equivalent number of shares
of Rs. 2/- each were allotted, to the said entity. With this all the
outstanding warrants were fully exercised and against which equivalent
number of equity shares were allotted.
Allotment of equity shares against conversion of Foreign Currency
Convertible Bonds (FCCBs): The Company had issued USD 80 million Zero
Coupon Foreign Currency Convertible Bonds (FCCB) vide offering
circular dated 8 April 2007. As on 1 April 2010,
out of the total issue of USD 80 Million Zero Coupon FCCBs bonds worth
USD 10 million were outstanding for conversion. During the year under
review the entire outstanding FCCBs aggregating USD 10 million were
converted and the Company allotted 4,926,380 equity shares of Rs. 2 each
at a premium of Rs. 80.86 per equity share. With this allotment, the
entire issue of USD 80 million Zero Coupon Foreign Currency Convertible
Bonds, were fully converted.
Pursuant to the approval received from the Members at the 24th AGM held
on 24 September 2009. The company had launched and priced the issue of
USD 60 Million 7% Convertible Bonds with an upsize option of USD 15
million, convertible into ordinary / equity shares of the Company. The
issue was fully subscribed and closed on 6 May 2010, with an aggregate
issue of USD 75 million. The Bonds mature over a period of 5 years and
1 day with the maturity date 7 May 2015. The Bonds carry YTM and
coupon of 7% p.a. The initial conversion price of the said bonds, was f
xed at 10% premium over the reference share price of Rs. 247.09
calculated in accordance with the applicable rule and regulations
governing the issue, under the guidelines issued by the Reserve Bank of
India and the Securities and Exchange Board of India in this regard,
which works out to Rs. 271.80. The f xed exchange rate for the issue was
USD 1 = Rs. 44.43. During the year under review, bonds worth USD 217,000
were converted against which the Company had allotted 35,472 equity
shares of Rs. 2 each at a premium of Rs. 269.80 per equity share. As on 31
March 2011 the end of the year,USD 74,783,000 bonds were outstanding
for conversion. However during the period from 1 April 2011 till the
date of this report the Company had further allotted 1,209,645 equity
shares of Rs. 2 each against the conversion of USD 7,400,000 bonds at the
applicable premium with bonds worth USD 67,383,000 outstanding as on
the date of this report.
CORE Employee Stock Option Scheme: The Company introduced and
implemented the CORE Employee Stock Option Scheme (the Scheme) in CORE
ESOS 2007 and CORE ESOS 2009, in accordance with the Securities and
Exchange Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines,1999 (the Guidelines). The detailed
disclosure required under the
relevant guidelines is attached herewith and forms part of this report.
During the year, 272,173 equity shares under CORE ESOS 2007 and 115,320
equity shares under CORE ESOS 2009, were allotted to the eligible
employees/ Director.
Considering all the allotments above, during the year 2010 Ã 2011, the
paid-up share capital of your Company stands increased from Rs.
197,192,582/- comprising 98,596,291 equity shares of Rs. 2/- each to Rs.
218,291,272/- comprising 109,145,636 equity shares of Rs. 2/- each.
SUBSIDIARY COMPANIES AND PARTICULARS REQUIRED UNDER SECTION 212 OF THE
COMPANIES ACT, 1956
Being a global corporate entity, your Directors believe that the
Consolidated Results represent the performance of the Company in a more
comprehensive manner as compared to the stand alone operations. In view
of that and also as required under the Listing Agreements with the
Stock Exchanges, a Consolidated Financial Statement of the Company and
all its subsidiaries are attached and forms part of this report. The
Consolidated Financial Statement has been prepared in accordance with
applicable Accounting Standards issued by The Institute of Chartered
Accountants of India. Details of the subsidiary companies are discussed
in the Management Discussion & Analysis, forming part of this report.
As per the provisions of Section 212 of the Companies Act, 1956 (herein
after referred to as the Act), your Company is required to attach the
Directors Report, Balance Sheet, Profit and Loss Account and other
information of the subsidiaries to its Balance Sheet. Government of
India (Ministry of Corporate Affairs), vide General Circular 2/2011
dated 8 February 2011 has granted general exemption to all the
companies from attaching to its Balance Sheet, the individual Annual
Reports of all its subsidiary companies, as required under Section 212
of the Act, subject to Board approval and fulf llment of certain other
conditions.
Your Directors believe that the audited Consolidated Accounts present a
full and fair picture of the state of affairs and financial conditions
of the Company and its subsidiaries, as is done globally. A statement
pursuant to Section 212 of the Companies Act, 1956 relating to the
Companys interest in subsidiaries is attached to the financial
statement and forms part of this Report. The annual accounts of these
subsidiaries and the related detailed information will be made
available to any Member of the Company seeking such information and are
also available for inspection by any Member of the Company at the
Registered office of the Company.
BOARD OF DIRECTORS
As mandated by the Board, Mr. Sanjeev Mansotra, accepted greater
responsibilities as the Chairman & Global CEO of the CORE Group and
stepped down from the post of Managing Director of the Company, with
effect from 1 April, 2011, which will entail and necessitate extensive
travel across the Middle East, Asia- Pacif c and the African region and
other continents to explore business opportunities. Mr Mansotra
continues to be the Chairman of the Board.
Prof. Nigavekar was appointed as an Additional Director by the Board on
15 April, 2011. At the recommendation of the Remuneration /
Compensation Committee, the Board approved appointment of Prof. Arun
Nigavekar as an Executive Director of the Company, at the Board meeting
held on 26 May, 2011. Resolutions proposing appointment of Prof.
Nigavekar as an Executive Director of the Company and the terms of his
appointment have been included in the notice convening the 26th Annual
General Meeting of the Company for your Consideration.
Ms. Maya Sinha is in association with the company since 14 May, 2010.
At the recommendation of Remuneration / Compensation Committee, the
Board approved appointment of Ms. Maya Sinha, as an Executive Director
of the Company, at the Board meeting held on 10 June, 2011. Resolution
proposing her appointment as an Executive Director of the Company and
the terms of her appointment has been included in the notice convening
the 26th Annual General Meeting of the Company for your Consideration.
We believe that the Company will be immensely benef tted with the
appointment of Prof. Nigavekar and Ms. Maya Sinha as Executive
Directors of the Company with their expertise in the areas of their
operations.
Mr. K C Ganjwal, was appointed as an Additional Director in the
Category of Non-executive Independent Director with effect from 26
June, 2011. A notice in writing under Section 257 of the Companies Act,
1956, has been received from a shareholder signifying the intention to
propose Mr. K C Ganjwal, as a candidate for the office of Director. The
proposed resolution has been included in the notice convening the 26th
Annual General Meeting of the Company for your consideration.
In accordance with the provisions of the Act and the Articles of
Association of your Company, Mr. Harihar Iyer & Mr. Naresh Sharma,
Directors of your Company, are retiring by rotation at the ensuing
Annual General Meeting of the Company and being eligible offer
themselves for re-appointment, at the said Meeting.
Brief resume of the Directors proposed to be appointed, reappointed,
nature of his expertise in specif c functional areas and names of
companies in which they hold directorships and
memberships/chairmanships of Board Committees, as stipulated in Clause
49 of the Listing agreement with the stock exchanges are provided in
the report on Corporate Governance forming part of the annual report.
Directors Responsibility Statement: Pursuant to the requirement under
section 217(2AA) of the Act, with respect to Directors Responsibility
Statement, it is hereby conf rmed:
(a) that in preparation of the Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(b) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are 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 of the
Company for the year;
(c) that they have taken proper and suff cient 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;
(d) that they have prepared the annual accounts on a going concern
basis.
HUMAN RESOURCE MANAGEMENT:
COREans are the key resources of our company. The company has been able
to create and continuously improve a favorable work environment that
keeps engaging employees across levels.
Our HR is also actively involved in organizing other signif cant and
well received employee engagement initiatives viz. CORE Cricket Premium
League, CORE Football Tournament, CORE Annual Table Tennis and Carrom
Tournament. We also celebrate Cultural event on various occasion on
Independence Day à Colours of India, Picnics, Womens Day
Celebrations etc.
To connect our employees in the CORE family across the globe, we
started and launched CORE Connect, a bi-monthly magazine to share
experience and other happenings across all our offices. This is an
exciting platform that connects all the COREans on the latest
happenings in CORE across the globe.
As the journey continues, COREs HR policies and processes continues to
be aligned to effectively drive its expanding businesses at a global
level and make inroads into emerging opportunities. Initiatives further
planned at reaching out to employees across levels as well as locations
through training and engaging initiatives. Ourhuman resources
management process continuously keeps in pace with our
business and we keep attracting and retaining high caliber employees.
With the aim of creating a sense of ownership among the employees
within the organization, the Company has been introducing Employee
Stock Option Scheme from time to time to reward the employees. The f
rst scheme was introduced in 2007 and in 2009 another such scheme was
introduced. The schemes are in accordance with the existing guidelines
issued by the Securities and Exchange Board of India as amended from
time to time.
Credit Ratings:
Company has been assigned A1 rating by ICRA for short term borrowings
indicating highest credit quality. The Company was also rated CARE A+
by Credit Analysis & Research Ltd. (CARE) for long term
borrowings/debts.
BEST PRACTICES:
Your Company continues to be an ISO 9001:2008 organization and also
maintains CMMi Level 3 certif cation and is upgrading itself for CMMi 5
level certif cation.
CORPORATE GOVERNANCE:
The Company endeavors to attain highest values of Corporate Standards.
The Company has adhered to the requirements set out by the Securities
and Exchange Board of Indias Corporate Governance practices and has
implemented all the stipulations prescribed, in the Clause 49 of the
Listing Agreement with Stock Exchanges. The Report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement
forms part of the Annual Report.
The Chairmans declaration regarding compliance with CPTL Code of
Conduct for Directors and Senior Management personnel forms part of
report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented as a separate section forming part of this
Annual Report.
AUDITORS AND AUDITORS REPORT:
M/s Chaturvedi & Shah, Chartered Accountants and M/s Asit Mehta &
Associates, Chartered Accountants, the Joint Statutory Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment.
The Company has received conf rmations from the auditors to the effect
that their re-appointment, if made would be within the prescribed
limits under Section 224(1B) of the Companies Act, 1956 and that they
are not disqualif ed for such reappointment within the meaning of
Section 226 of the said Act.
The notes to Accounts referred to in the Auditors Report are
self-explanatory and therefore do not call for any further Comments.
FIXED DEPOSITS:
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Act and as such, no amount of principal
or interest was outstanding on the date of the Balance Sheet.
EMPLOYEE PARTICULARS:
In terms of the provisions of Section 217(2A) of the Act, read with
(Particulars of Employees) Rules 1975 as amended, the names and other
particulars of employees forms part of the Directors Report.
However, having regard to the provisions of Section 219(1) (b) (iv) of
the said Act, the Annual report excluding the aforesaid information is
being sent to all the members of the Company and others entitled
thereto. Any member interested in obtaining such particulars may write
to the Company Secretary at the registered office of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO:
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo as required under Section 217(1)(e)
of the Companies Act, 1956 read with Companies (Disclosure of
particulars in the report of Board of Directors) Rules, 1988 are
provided in the Annexure I to this report.
TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EEDUCATION PROECTION
FUND (IEPF):
During the year there were no amounts which remained unpaid / unclaimed
for a period of 7 years and which were required to be transferred by
the Company to the Investor Education and Protection Fund established
by the Central Government pursuant to Section 205C of the Companies
Act, 1956.
ACKNOWLEDGEMENTS:
We thank our customers, investors, bankers and other stakeholders for
their continued support during the year. We place on record our sincere
appreciation of the contribution made by employees at all levels. Our
consistent growth was made possible by their hard work, solidarity,
cooperation and support and look forward to their continued support.
For and on behalf of the Board
Place: Mumbai S anjeev Mansotra
Date: 10 June 2011 Chairman
Mar 31, 2010
We are delighted to present our 25th Annual report on our business and
operations for the year ended 31st March, 2010.
Results of Operations
(Rs. in Million)
Consolidated Stand Alone
2009-10 2008-09 2009-10 2008-09
Income from operations 8,469.81 6,774.96 4,179.52 3,466.33
other Income 38.34 27.36 34.87 12.71
Variation in Inventory 215.62 259.79 138.34 147.96
expenses 6,647.78 5,408.59 2,991.09 2,712.72
Profit Before tax 2,076.00 1,653.51 1,361.65 914.28
Less: Provision for
tax (current) 332.27 210.56 221.72 94.52
Provision for tax
(deferred) 21.50 9.15 21.50 9.14
Fringe Benefits Tax NIL 1.77 NIL 1.77
Profit after Tax 1,722.24 1,432.03 1,118.43 808.84
Add: Balance B/F from
Previous Year 2,301.07 1,017.61 1,195.98 535.72
excess/Short Provision
for earlier years (5.65) (2.28) (5.65) (2.28)
Profit Available for
appropriations 4,017.6 6 2,447.37 2,308.76 1,342.27
Transfer to General
reserve 112.00 81.00 112.00 81.00
Proposed Dividend 62.16 55.81 62.16 55.81
Provision for Taxes on
Dividends 10.56 9.48 10.56 9.48
Balance C/F to Balance
Sheet 3,832.94 2,301.07 2,124.04 1,195.98
Consolidated results of Operations
Being a Global Corporate entity, we believe that the Consolidated
results represent a more comprehensive picture as compared to the
standalone operations. The Company had applied to the Ministry of
Corporate Affairs, Govt. of India and had sought exemption from the
requirement under the provisions of Section 212 of the Companies Act,
1956 from attaching the financial statements of each of the
subsidiaries. The said ministry had vide their letter No.
47/335/2010-CL-III dated 5th May, 2010 granted its approval under the
said section.
Business and Operations
Highlights of the year under review:
- Revenue Growth of 25.02% on consolidated basis
- Consolidated PAT for FY 2009-10 - Rs. 1,722.24 mn translating into a
Diluted EPS of Rs. 17.76 Per share
- Net Worth as on March 31, 2010- Rs. 8,957.39 mn
- Operating in 4 countries
- Number of Students / Children serviced 28.62 mn
- Number of schools covered 76,752
- Number of teachers trained over 100,000
- Total resources 1,000+
- Strategic Alliance with IGNoU, oxford University, Centre of Higher
Learning, Mechdyne Corporation
- CMMi Level 3 CertifIed
The year under review was remarkable, on a consolidated basis your
Company achieved a Total operating Income of Rs. 8,469.81 mn during the
fInancial year 2009- 10 registering growth of 25.02% as compared to Rs.
6,774.96 mn during the previous fInancial year 2008- 09. Similarly,
ProfIt Before Tax was Rs. 2,076.00 mn with a growth of 25.55% as
compared to Rs. 1,653.51 mn during the previous fInancial year. Profit
After Ta x was Rs. 1,722.24 mn with a growth of 20.27% as compared to
Rs. 1,432.03 mn during the previous financial year.
on Standalone basis, your Company achieved a Total Income of Rs.
4,179.52 mn with a growth of 20.57% as compared to Rs. 3,466.33 mn
during the previous fiancial year 2008-09. Profit Before Tax was Rs.
1,361.65 mn with a growth of 48.93% as compared to Rs. 914.28 mn during
the previous financial year. Profit After Tax was Rs. 1,118.43 mn with
a growth of 38.28% as compared to Rs. 808.84 mn during the previous
financial year.
Domestic
During the year under review, the Companys presence in the Domestic
segment became stronger with the implementation of an ICT project in
the State of Nagaland, under the Sarva Shiksha Abhiyaan initiated by
the Government of India. Your Company offered education Management
Integrated System (eMIS) comprising of Child Tracking System (CTS),
School & Student Information System (SSIS), Teacher & Staff Tracking
Systems (TSTS), Project Monitoring Information System (PMIS) and
Integrated examination Management Systems (IEMS). The offering also
involved creating education multimedia contents for Class V to VIII,
and providing Program Management Solution, Teacher Training and onward
upgradation of Physical Infrastructure and interventions and
innovations as required by the Government of Nagaland. The above
products and solutions we installed in 41 Government Middle schools
covering 2 districts of Dimapur & Phek in the State of Nagaland. More
than 6000 students and 160 teachers are benefited under the said
project.
our order book for the current fiscal (2010-11) covers similar project
worth Rs. 1200 mn for implementation in the State of Maharashtra under
Government of MaharashtraÃs ICT@Schools Phase 2 program under the BOOT
mode. This project will cover approximately 947 schools across the
three districts of Mumbai, Pune and Kolhapur and will run for a period
of five years. This involves setting up of computer infrastructure,
deploying & running school management software, provision of multimedia
educational software on Maharashtra State Curriculum and TeachersÃ
Training. We are also in advance stage of discussions with various
other State Governments in India for implementing similar projects
across various other Indian states.
Exports
During the year under review, the export of software services (100%
EOU) grew from Rs. 3,385.52 mn to Rs. 3758.52 mn thereby registering
growth of 11.02%.
Overseas
USA
our US counterpart continued to maintain its growth momentum. Core
education & Consulting Solutions Inc, USA our main WOS in the US
recorded a consolidated turnover of Rs. 4,785.04 mn with PBT of Rs.
642.22 mn and PAT of Rs. 545.32 mn.
During the current fiscal 2010-11, our Core K12 Division bagged a USD
24 Million contract from the Los Angeles Unified School District
(LAUSD) to design and implement a comprehensive formative assessment
program for nearly 700,000 students covering 375 schools. This involves
diagnostic testing for all key subjects, at all grade levels. The
contract signifies CoreÃs dominance and position as a leader in the
formative assessment domain. In addition to the LAUSD project, Core K12
holds the formative assessment contract to deliver its services to the
State of Texas à the largest such implementation in the USA, involving
testing services for 2.5 million learners. As a part of our business
plans this high quality product will also be offered to various
stakeholders in the Indian education environment. This offering to
LAUSD is in addition to existing assessment products being offered to
them.
UK
Core education & Consulting Solutions (UK) Ltd. (Core UK) our UK WOS
recorded consolidated turnover of Rs. 446.57 mn with PBT at Rs. 82.59
mn and PAT at Rs. 69.36 mn.
New Initiatives
Your Company is also tapping new avenues of business opportunities in
the school management programs focusing on the K12 Segment and Teachers
Training segment, which have huge potential in the emerging markets of
India and Africa besides US & the UK.
We believe that our collaboration with oxford University is the first
ever private sector initiative in the feld of teacher enablement in
India. We believe that as the Indian governmentÃs focus on education
increases the budget allocation to achieve this will increase
correspondingly.
School Management
Your Company is focusing on the School Management segment with Core
Learning Panorama Ltd., an associate company. School Management
business is focused on end- to-end management solution for schools and
colleges right from students registration, teachers training, fees
collection, examination management, infrastructure management,
curriculum management etc. We also plan to set up a chain of high
quality schools across India. We expect the first set of such schools
to be ready and operational very soon.
Teachers Training, Capacity Building & MOU with the Oxford University
Your Company signed a very prestigious MOU with the University of
oxford for building Teachers Capacity and for Training Teachers in
India. This path breaking collaboration with the University of oxford
would be very critical and crucial for the success of the Sarva Shiksha
Abhiyaan (SSA), the Rashtriya Madhyamik Shiksha Abhiyaan (RMSA) and the
Model Schools Programs, the main initiatives for improving education in
the country, by the Government of India. This enables your Company to
have a first mover advantage to tap a significant market share which is
stated to be over US$ 1 bn. This collaboration with oxford University
is the first ever private sector initiative in the field of teacher
enablement in India.
Vocational Training
Vocational Training is another area gaining thrust worldwide with
several ministries coming in with various schemes in vocational
training for unemployment remediation and meeting the industryÃs needs
for the skilled man power. This would be another area of focus for
Core as we move forward.
Consolidated Financial Statements
In accordance with the applicable accounting standards AS 21 on
Consolidated Financial Statements read with AS 23 on Accounting of
Investments in Associates, your Directors provide the audited
Consolidated Financial Statements in the Annual report.
A statement pursuant to Section 212 of Companies Act, 1956 relating to
Subsidiary Companies is also attached herewith to the accounts & forms
a part of this report.
The Company has the following subsidiaries:
1. Core education & Consulting Solutions Inc. USA, Step down
subsidiaries:
a. HCL Systems Inc, USA
2. Core education & Consulting Solutions (U.K.) Ltd., UK, Step down
subsidiaries:
a. Hamlet Computer Group Ltd., UK
b. Symbia Ltd., UK
3. Core Projects & Technologies FZE, Sharjah,
4. Core education Infratech Ltd., India
5. Aarman Software Pvt. Ltd., India
In terms of the exemption granted by the Central Government under
Section 212(8) of the Companies Act, 1956 vide its letter no.
47/335/2010-CL-III dated 5th May, 2010, the Audited Statement of
Accounts and the Auditors report thereon for the year ended 31st March,
2010 along with the reports of the Board of Directors of the CompanyÃs
subsidiaries have not been annexed.
The Company will make available these documents upon request by any
member of the Company interested in obtaining the same. However, as
directed by the Central Government, the financial data of the
subsidiaries have been furnished under ÃSubsidiary Companies
Particularsà forming part of the Annual report. Further, pursuant to
Accounting Standard AS-21 issued by the Institute of Chartered
Accountants of India, Consolidated Financial Statements presented by
the Company in this Annual report includes the financial information of
its subsidiaries.
Changes In Share Capital
Preferential Allotment of Warrants
With the approval of the members at the extra ordinary General Meeting
held on 31st October 2009, the Company issued and allotted 10 mn
Warrants to Core Infrapower Limited, forming part of the Promoter Group
on preferential basis, entitling the Warrant-holder to apply for 10 mn
equity Shares of Rs. 2/- each at a price of Rs. 185/- per share
(including a premium of Rs. 183/- per share) on exercise of the
Warrants over a period of 18 months from the date of its allotment.
During the year under review 4.8 mn shares of Rs. 2/- each were
allotted on exercise of the equivalent number of warrants.
Allotment of equity shares against conversion of Foreign Currency
Convertible Bonds (FCCBs)
The Company had issued USD 80 million Zero Coupon Foreign Currency
Convertible Bonds (FCCB) vide offering circular dated 8th May, 2007.
During the year under review, USD 15.20 million FCCBs were converted
against which 7.49 mn shares were allotted. As on 31st March 2010, USD
10 million bonds were outstanding and as on the date of this report the
entire balance was fully converted with allotment of 4.93 mn equity
shares since April 2010.
Allotment of Shares under CORE ESOS 2007
During the year, 41,875 equity shares were allotted under Core ESOS
2007 to the eligible employees / Director, against their applications
exercising the options, granted to them under the said Scheme. As on
31st March 2010, 1,415,580 stock options were outstanding under the
said Scheme.
New issue of Foreign Currency Convertible Bonds
Pursuant to the approval received from the Members at the last AGM,
your Company had on 15th April, 2010 launched and priced the issue of
USD 60 million Foreign Currency Convertible Bonds with an upsise of USD
15 million. Standard Chartered Bank were the Sole Book runner for the
said issue. The issue was fully subscribed and closed on 6th May 2010,
with aggregate issue of USD 75 million. The Bonds are issued for 5
years and 1 day and mature on 7th May 2015. The Bonds carry YTM and
coupon of 7% p.a. The initial conversion price of the said bonds, was
fixed at 10% premium over the reference share price of Rs. 247.09
calculated in accordance with the applicable rules and regulations
governing the issue, issued by the reserve Bank of India and the SEBI
in this regard, which works out to Rs. 271.80. The fixed exchange rate
for the issue was USD 1 = Rs. 44.43
Appropriations
Dividend
Your Company follows a policy of paying stable dividend linked to
consistent performance, while at the same time keeping in view the need
to finance growth plans through internal accruals.
Your Directors are pleased to recommended a dividend of 30% of the paid
up capital i.e. Rs. 0.60 per share on the expanded capital base of
10,35,83,754 equity shares of Rs. 2 each (as on the date of this
report).
Human Resource Management
Coreans are the key resources of your company. Your company has been
able to create and continuously improve a favorable work environment
that encourages novelty at all levels. The aim was to develop a sense
of ownership among the employees within the organisation. The Company
has been introducing employee Stock option Scheme from time to time to
reward the employees. The first scheme was introduced in 2007 and in
2009 another such scheme was introduced. The schemes are in accordance
with the existing guidelines issued by the Securities and exchange
Board of India as amended from time to time.
Cores HR policies and processes are aligned to effectively drive its
expanding business and making inroads into emerging opportunities. The
Company has a suitable recruitment and human resources management
process, which enables us to attract and retain high caliber employees.
CORE Employee Stock Option Scheme 2009
We introduced Core employee Stock option Scheme 2009 pursuant to the
approval of the Members received at the last AGM. The Scheme provides
for issuance of 7,500,000 stock options to the employees and directors
of the Company as well as to the employees of our Subsidiaries.
4,200,000 stock options were granted to the eligible employees and the
directors under the said scheme in accordance with the terms of issue
as detailed in the notice convening the said AGM. In the current year,
9,78,000 stock options were granted to the eligible employees and
director(s) in the said Scheme.
The applicable disclosures as stipulated under the SEBI Guidelines as
at 31st March, 2010 are given as Annexure II to this report.
Best Practices
Your Company continues to be an ISO 9001:2000 organisation and also
maintains CMMi Level 3 certifIcation and is upgrading itself for CMMi 5
level certification.
Corporate Governance
The company endeavors to attain highest values of Corporate Standards.
The Company has adhered to the requirements set out by the Securities
and exchange Board of IndiaÃs Corporate Governance practices and has
implemented all the stipulations prescribed. The report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement forms
part of the Annual report.
The Chairman and Managing DirectorÃs declaration regarding compliance
with CPTL Code of Conduct for Directors and Senior Management personnel
forms part of report on Corporate Governance.
Management Discussion And Analysis
Management Discussion and Analysis for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
exchanges is presented as a separate section forming part of this
Annual report.
Board of Directors
Ms. Maya Sinha was appointed as an Additional Director in the Category
of Non-executive Independent Director at the Board Meeting held on May
14, 2010. A notice in writing under Section 257 of the Companies Act,
1956, has been received from a shareholder signifying the intention to
propose Ms. Maya Sinha as a candidate for the office of Director. The
proposed resolution has been included in the notice convening the 25th
Annual General Meeting of the Company for your Consideration.
The Board of Directors at their meeting held on 12 August, 2010
approved the appointment of Mr. Nikhil Morsawala as a Whole-time
Director designated as Director à Finance, on the recommendation of the
Audit Committee for a period of five years. The resolution proposing
appointment of Mr. Morsawala and the terms of appointment has been
included in the notice convening the 25th Annual General Meeting of the
Company for your consideration.
In accordance with the Articles of Association of the Company, Mr.
Awinash Arondekar and Mr. M. N. Nambiar, Directors, are retiring by
rotation and seeks re-appointment at the ensuing Annual General
Meeting.
Brief resume of the Directors proposed to be appointed, reappointed,
nature of his/her expertise in specific functional areas and names of
companies in which they hold directorships and
memberships/chairmanships of Board Committees, as stipulated in Clause
49 of the Listing agreements executed with the stock exchanges are
provided in the notice convening the ensuing Annual General Meeting and
forms part of this annual report.
Auditors and Auditors Report
M/s Chaturvedi & Shah, Chartered Accountants & M/s Asit Mehta &
Associates, Chartered Accountants, the Joint Statutory Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment.
The company has received confirmations from the auditors to the effect
that their re-appointment, if made, would be within the prescribed
limits under Section 224(1B) of the Companies Act, 1956 and that they
are not disqualified for such reappointment within the meaning of
Section 226 of the said Act.
The notes to Accounts referred to in the AuditorÃs report are
self-explanatory and therefore do not call for any further Comments.
Fixed Deposits
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Companies Act, 1956 and as such, no
amount of principal or interest was outstanding on the date of the
balance sheet.
Employee Particulars
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with (Particulars of employees) rules 1975 as amended, the
names and other particulars are set out in the annexure to the
Directorsà report.
However, having regard to the provisions of Section 219(1) (b) (iv) of
the said Act, the Annual report excluding the aforesaid information is
being sent to all the members of the Company and others entitled
thereto. Any member interested in obtaining such particulars may write
to the Company Secretary at the registered office of the Company.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Out Go
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo as required under Section 217(1)(e)
of the Companies Act, 1956 read with Companies (Disclosure of
particulars in the report of Board of Directors) rules, 1988 are
provided in the Annexure I to this report.
Directors Responsibility Statement
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directorsà responsibility Statement, it is
hereby confirmed:
(a) that in preparation of the Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(b) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are 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 of the
Company for the year;
(c) that they 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;
(d) that they have prepared the annual accounts on a going concern
basis.
Transfer of Unpaid / Unclaimed Amounts to Investor Education and
Protection Fund (IEPF)
During the year, there were no amounts which remained unpaid /
unclaimed for a period of 7 years and which were required to be
transferred by the Company to the Investor education and Protection
Fund established by the Central Government pursuant to Section 205C of
the Companies Act, 1956.
Acknowledgements
We thank our customers, investors and bankers for their continued
support during the year. We place on record our sincere appreciation of
the contribution made by employees at all levels. our consistent growth
was made possible by their hard work, solidarity, cooperation and
support and we look forward to their continued support.
For and on behalf of the Board
Sanjeev Mansotra
Chairman & Managing Director
Place: Mumbai
Date: 12th August, 2010
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