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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 —BIT 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

 
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