Mar 31, 2015
1. SEGMENT REPORTING:
The Company provides software development and related IT and
Infrastructure services. The company has identified six business
segments viz. Assessment, Governance, Learning, Teaching, Consulting &
Advance Technology The accounting policies adopted for segment
reporting are in line with the accounting policy of the company with
following additional policies for segment reporting.
(a) Revenue and expenses have been identified as allocable to a
particular segment on the basis of relationship to operating activities
of the segment, Revenue and expenses which relate to enterprises as a
whole and are not allocable to a particular segment on reasonable basis
have been disclosed as "Unallocated Corporate Expenses".
(b) Segment assets and segment liabilities represent assets and
liabilities in respective segments. Investments, tax related assets and
other assets and liabilities that cannot be allocated to a segment on
reasonable basis have been disclosed as "Unallocated Corporate Assets"
or "Unallocated Corporate Liabilities" as the case may be.
2. EMPLOYEE STOCK OPTION SCHEME:
During the year 2007, the company had introduced CORE Employee Stock
Option Scheme - 2007 in accordance with the Securities and Exchange
Board of India (Employee Stock Option and Employee Stock Purchase
Scheme) Guidelines, 1999. The eligibility and number of options to be
granted to an employee is determined on the basis of his/her
experience, seniority, designation /job title, and their performance
and as approved by the Board/Remuneration and Compensation Committee.
3. REMITTANCES IN FOREIGN CURRENCY ON ACCOUNT OF DIVIDEND
The company has paid dividend in respect of shares held by
Non-Residents on repatriation basis. This inter-alia includes portfolio
investment and direct investment, where the amount is also credited to
Non-Resident External Account (NRE A/c). The exact amount of dividend
remitted in foreign currency cannot be ascertained. The total amount
remittable in this respect is Nil:
4. COMMITMENTS
a) Estimated amount of contracts remaining to be executed on capital
account and not provided for ' NIL /- (PY ' 500,747/-).
5. FINANCIAL AND DERIVATIVE INSTRUMENTS
a) Derivative contracts entered into by the Company and outstanding as
on 31st March, 2015 For Hedging Currency & Interest Rate Risks:-
For Nominal amounts of derivative contracts entered into by the Company
and outstanding as on 31st March, 2015 amount to ' NIL (PY ' NIL-)
b) Details of foreign currency exposures that are not hedged by a
derivative instrument or otherwise:
Foreign currency exposure (other than foreign operation) that are not
hedged as on 31st March, 2015 amount to ' 7,498,685,617/- (PY '
6,733,939,592/-) on account of:
6. OTHER NOTES
a) Exceptional Items represents : - Investment w/off :
As per the companies estimates on valuation for the investments made in
various subsidiaries there was an indication that the investment has to
be impaired. Hence the company has made provision as per AS -13 for
diminution in the value of Investments totaling to ' 4,052,948,378 as
on 31st March 2015.
Receivables w/off
During the year, customers have raised quality issues relating to
assessment and intervention segment of the products. A management
committee was formed to analyses 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 product to their customers. During negotiations, these
customers have alleged that due to defective products supplied by CORE,
they have lost their contracts with reputed clients and have claimed
compensation. To avoid the legal claims and disputes in future and to
have continuity in overseas operations, the committee has decided to
write off the receivables of ' 1,730,436,995 and settle with customers.
IPR Impairment:
During the year, management has 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 has 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.
Management has made provision for impairment of ' 3,287,844,535 towards
the carrying cost of such IPRs which has been treated as exceptional
item. The IPRs aligned to CCSI are carried at cost.
(b) Going Concern:
The Company's finances continued to be under stress which is evident
from decrease in sales revenue, increase in overdue trade receivables
and payables, salary arrears and arrears of statutory dues, over dues
(interest and repayment of borrowings) of banks, financial institutions
and finance lease obligations. To mitigate the financial stress, the
company has taken various steps including cost cutting exercise and
opted for Corporate Debt Restructuring (CDR) plan which has been
admitted and is subject to final approval from its lenders. Also,
during the year a promoter company has infused ' 51,20,80,907 as an
advance under the aforesaid restructuring Plan. The management is
confident of approval of the restructuring package of the loans under
CDR, improve the operating margins and collection from trade
receivables. Despite there being possible material uncertainty in this
regard, management is confident of meeting its financial obligations.
and hence, these financial statements have been prepared on the basis
of going concern assumption.
(c) Haryana ICT
The company had entered into a contract with the State of Haryana on
25.03.2011 to install and maintain computer labs in 2,622 schools under
the ICT program. The project was completed as per the contract and the
maintenance part of the contract was in operation since last couple of
years. Due to various reasons, chief among them being non-receipt of
payments from the State Government, the company had partially ceased to
service the contract during the year. In spite of on-going negotiations
taking place between the company and the State Governments to revive
the project, the company received a termination order from the State on
23.04.2014 and forfeiture of bank guarantee of ' 29,50,00,000. The
company filed a Special Leave Petition with the Supreme Court on
28.04.2014 and in response to which the Supreme Court granted a stay on
the termination Order and forfeiture of bank guarantee for a period of
3 weeks. The stay is currently in operation. The company believes that
it has strong case in this matter. Pending outcome of the legal
proceedings, no adjustment has been made to the carrying value as at
31st March, 2015 of receivables of ' 74,83,19,014 and of the fixed
assets of ' 100,21,44,968 at this stage, for this project.
(d) Trade receivable overdue for more than six months period includes '
4,655,855,013 dues from customers in assessment segment. Based on the
discussion with the customers, management is confident of recovering
the dues. The customers have confirmed the year end balances and
therefore no provision for doubtful debts is considered necessary at
this stage. Out of the total Debtors of ' 4,801,085,391 debtors of '
1,898,559,608 are receivable from the subsidiaries
(e) Company had purchased computer equipments for ICT projects on
financial lease and has taken term loan from Hewlett Packard Financial
Services (India) Private Limited (HPFS). During the year, a
restructuring agreement has been entered into and a repayment schedule
has been restructured for both finance lease and the loan as a
consolidated amount. In the absence of breakup of future repayments of
lease and loan, the disclosures pertaining to finance lease obligations
has not been made.
(f) In the opinion of the Board of Directors, other current assets have
a value on realization in the ordinary course of the company's
business, which is at least to the amount at which they are stated in
the balance sheet.
(g) Advances, Trade payables and few trade receivable balances are
subject to confirmation and reconciliation, if any
(h) These accounts of Core Education & Technologies Ltd. include
accounts of its two overseas branches.
(i) Application to RBI has been made for overseas debtors outstanding
for a period of more than 1 year but the approval from RBI is pending.
(j) The FCCB redemption date was 7th May 2015 but the company has
still not redeemed the FCCB
(k) Share Application money of Core Education INC is still not
converted into equity shares for more than 1 year. The Company is in
the process of making application to RBI for the approval of the same
(l) Previous year's figures have been regrouped / reclassified wherever
necessary to correspond with the current year's classification /
disclosure.
Mar 31, 2014
I) Option on Unissued Share Capital
a. 4,500,000 Equity Shares are reserved for allotment of equity shares
under Core Employee Stock Option Scheme 2007. Out of this, 532,002 (PY
532,002) equity shares have been issued and allotted to the employees
against exercise of Options under Core ESOS 2007.
b. 7,500,000 Equity Shares are reserved for allotment of equity shares
under Core Employee Stock Option Scheme 2009. Out of this, 1,010,634
(PY 1,010,634) equity shares have been issued and allotted to the
employees against exercise of Options under Core ESOS 2009.
c. Refer Note 3.4 for option vested on share capital in respect of
foreign currency convertible bonds.
ii) Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of
Rs. 2/- per share. Each holder of equity shares is entitled to one vote
per share. The Company declares and pays dividends in Indian rupees.
The dividend, if any, proposed by the Board of Directors is subject to
the approval of shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will
be in proportion to the number of equity shares held by the
shareholders.
1 Term Loans comprising of:
(a) Rs. 458242,136 (PY. Rs. 490,973,717 ) is secured by way of an
exclusive charge on the project assets and project receivables.
(b) Rs. 79,305,158 (PY. Rs. 85,436,786 ) is secured by an exclusive
charge on the assets to be created under the Gujarat school project.
(c) Rs. 264,704,800 (PY. Rs. 264,704,800) is secured by first exclusive
charge on its property at Mahape, Navi Mumbai (CORE Knowledge Centre),
measuring 38,300 square feet.
(d) Rs. 282,000,000 (PY. Rs. 329,000,000 ) is secured by equitable
mortgage over its properties located at units No. 1 and 1A, 2nd and 5th
Floor, Plot No. 797, United Infotech Park Building, Trans Thane Creek
Industrial Area, Savli Village, Opposite Millennium Business Park,
Mahape, Navi Mumbai.
(e) Rs. 1,201,996,000 (PY. Rs. 1,087,786,000 ) is secured by a first
pari passu charge and mortgage over its properties located at Office
Nos. 1 to 7, 10th Floor, Lotus Nilkamal Business Park, New Link Road,
Andheri, Mumbai, a first pari passu charge over all movable assets of
and project receivables from the ICT project at Haryana and the
non-interest bearing escrow account maintained by Standard Chartered
Bank, Delhi branch.
(f) Rs. 1,813,637 (PY. Rs. 4,915,516 ) is secured by hypothecation of
respective vehicles.
(g) Finance lease obligations are secured against lease assets.
(h) Rs. 1,184,444,348 (PY. Rs.1,300,000,000) secured against pledge of
shares.
(i) Rs. 315,789,472 (PY.Rs. 378,947,368) secured against Gujarat ICT
receivables.
2 In the year the Company had issued foreign currency convertible
bonds of USD 75 million which matures on 7th May, 2015. The intial
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 rule and regualtions governing the issue, issued by the
Reserves Bank of India and the SEBI in this regards and, which works
out to Rs. 271.80 the fix exchange rate for the issue was USD 1 =
44.43.
During the year 2010-11 to 2012-13 FCCB of USD 26.07 million were
converted into 4,995,987 equity shares at the conversion price of Rs.
271.80 comprising face value of Rs. 2/- and premium of Rs. 269.80 for
each equity share as on 31st March, 2014 USD 48,937 million bonds are
outstanding for conversion.
3 Working Capital Loan and other short term loan are Secured by
hypothecation of entire stocks, book debts and other current assets of
the Company (present and future); further secured by equitable mortgage
on the immovable properties of the company situated at Unit No.: 1 to
8, Sector III, Building No.: 4, Millennium Business Park, Navi Mumbai
and Unit No. 1, 4th floor, United Infotech Park, TTC Industrial Area,
Navi Mumbai; and further secured by immovable properties of the Company
situated at a) 10th floor, Lotus Neelkamal Business park, Near Fun
Republic, Off Andheri Link Road, Andheri (W). b) Unit No. 1, 1st Flr,
United Infotech Park, (CKC), Plot No. R-797, Navi Mumbai c) Unit No. 1,
3rd Flr, United Infotech Park, (CKC), Plot No. R-797, Navi Mumbai, d)
Land admeasuring 50 acres situated at Hyderabad.
Unsecured other short-term loan of Rs. 850,000,000 (Previous year Rs.
850,000,000) is secured by the shares of the Company held by promoters.
4 Micro and Small Entities
The particulars required to be disclosed under the Micro, Small and
Medium Enterprises Act, 2006 (MSMED Act) in respect of principal amount
remaining unpaid to any supplier as at the end of the year, amount due
to the suppliers beyond the appointed day during the year, amount of
interest if any, accrued and remaining unpaid as at the end of the year
etc. could not be disclosed for want of information whether sundry
creditors include dues payable to any such undertakings. The Company
has initiated the exercise of identifying the status of the suppliers
as required under MSMED Act where supplier confirmations are awaited.
Disclosure in respect of significant related party transaction during
the year.
1 Purchase/Subscription of Investments includes Rs. 9,459,070 (Previous
Year -Rs. 7,882,066,028) in CORE Education and Consulting Solutions Pte
Ltd., Rs. 12,405,760 (Previous Year Rs. 401,594,155) CORE Project FZE,
Rs. 45,350,800 (Previous Year Rs. 1,670,337,345 in CORE Information
Technology Solutions Inc. USA.
2 Rs. 2,057,092,049 (Previous Year Nil) received from CORE Education
Consulting Solution Inc towards Share Application Money.
3 Loan repaid Rs. 26,383,941 (Previous Year Rs. 251,292,194) of CORE UK
Limited, Rs. 299,1 19,757 loan given (Previous Year Rs. 434,684,213 of
CORE Education and Consulting Solutions Inc., Loan given of Rs.
32,613,156 (Previous Year Nil) to CORE Education Technologies Inc.,
Loan repaid Rs. 71,541,443 (Previous Year Nil) from CORE Education
Technologies Inc., Loan repaid Rs. 157,157,259 (Previous year Nil) and
loan taken Rs. Nil (Previous Year Rs. 9,698,400) of Wisdom Global
Export Pte Ltd., Loan given Rs. 124,054,672 (Previous Year Nil) to Core
Education Infratech Ltd. and repaid includes Rs. Nil (Previous year Rs.
28,568), Loan taken Rs. 83,132,959 (Previous Year Nil) from Aarman
Software Pvt. Ltd., Loan taken Rs. 244,642,500 (Previous Year Rs.
31,462,944) from Core Infrapower Limited, Loan taken Rs. 246,203,700
(Previous Year Rs. 600,059,480) from Wisdom Global Enterprises Limited.
4 Income from Operations includes export of software developed of Rs.
1,181,327,493 (previous year Rs. 2,526,878,406) to Core Education &
Consulting Solution Inc. USA.
5 Interest Income represents income from Core Education & Consulting
Solution Inc. USA Rs. Nil (Previous year Rs. 463,788,189).
6 In Payment to Key Management Personnel includes Rs. 5,000,004 to Mr.
Nikhil Morsawala ( Previous Year Rs. 5,000,004), Rs. 4,078,887 to Ms
Maya Sinha (Previous Year Rs. 15,000,000), Rs. 1,955,556 to Prof. Arun
Nigavekar ( Previous Year Rs. 3,480,000) and Rs. 4,800,000 to Mr Naresh
Sharma (Previous Year Rs. 4,800,000).
7 Rent paid to Relatives of Key Managerial person Mrs. Neelam Mansotra
amounts to Rs. 3,600,000 (Previous year Rs. 3,600,000).
8 Advance taken from Promotor Contribution Rs. 991,631,540.
CONTINGENT LIABILITIES:
(Amount in Rs.)
For the year ended For the year ended
31st March, 2014 31st March, 2013
Guarantees:
Bank Guarantees 546,816,815 1,428,618,390
Corporate Guarantee given
on behalf of Core Education
& Consulting Inc. USA & Core 5,643,039,710 5,106,855,261
Education & Consulting Inc.
U K a wholly owned
subsidiary Company
Total 6,189,856,525 6,535,473,651
Based on the award, the Company started work on these projects. 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 had already commenced and was in progress, the Company
had already incurred a expenditure of Rs. 614,598,31 1 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. 131,376,081 given for these projects has been invoked
by the respective State Governments which has been charged off as
project expenses written off.
Receivables w/off
During the year, customers have raised quality issues relating to
assessment and intervention segment of the products. A management
committee was formed to analyise 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 product to their customers. During negotiations, these
customers have alleged that due to defective products supplied by CORE,
they have lost their contracts with reputed clients and have claimed
compensation. To avoid the legal claims and disputes in future and to
have continuity in overseas operations, the committee has decided to
write off the receivables of Rs. 1,769,918,589 and settle with
customers.
IPR Impairment
During the year, management has 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 has 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.
Management has made provision for impairment of Rs. 129,15,27,671
towards the carrying cost of such IPRs which has been treated as
exceptional item. The IPRs aligned to CCSI are carried at cost.
(b) Going Concern
"The Company''s finances continued to be under stress which is evident
from decrease in sales revenue, increase in overdue trade receivables
and payables, salary arrears and arrears of statutory dues, over dues
(interest and repayment of borrowings) of banks, financial institutions
and finance lease obligations. To mitigate the financial stress, the
company has taken various steps including cost cutting exercise and
opted for Corporate Debt Restructuring (CDR) plan which has been
admitted and is subject to final approval from its lenders. Also,
during the year a promoter company has infused Rs. 512,080,907 as an
advance under the aforesaid restructuring Plan. The management is
confident of approval of the restructuring package of the loans under
CDR, improve the operating margins and collection from trade
receivables. Despite there being possible material uncertainty in this
regard, management is confident of meeting its financial obligations.
and hence, these financial statements have been prepared on the basis
of going concern assumption.
(c) Haryana ICT
"The Company had entered into a contract with the State of Haryana on
25.03.2011 to install and maintain computer labs in 2,622 schools under
the ICT program. The project was completed as per the contract and the
maintenance part of the contract was in operation since last couple of
years. Due to various reasons, chief among them being non-receipt of
payments from the State Government, the Company had partially ceased to
service the contract during the year. In spite of on-going negotiations
taking place between the company and the State Governments to revive
the project, the Company received a termination order from the State on
23.04.2014 and forfeiture of bank guarantee of Rs. 295,000,000. The
Company filed a Special Leave Petition with the Supreme Court on
28.04.2014 and in response to which the Supreme Court granted a stay on
the termination Order and forfeiture of bank guarantee for a period of
3 weeks. The stay is currently in operation. The company believes that
it has strong case in this matter. Pending outcome of the legal
proceedings, no adjustment has been made to the carrying value as at
31st March, 2014 of receivables of Rs. 748,319,014 and of the fixed
assets of Rs. 1,002,144,968 at this stage, for this project.
(d) Trade receivable overdue for more than six months period includes
Rs. 1,379,392,375 dues from customers in assessment segment. Based on
the discussion with the customers, management is confident of
recovering the dues. The customers have confirmed the year end balances
and therefore no provision is considered necessary at this stage.
(e) Company had purchased computer equipments for ICT projects on
financial lease and has taken term loan from Hewlett Packard Financial
Services (India) Private Limited (HPFS). During the year, a
restructuring agreement has been entered into and a repayment schedule
has been restructured for both finance lease and the loan as a
consolidated amount. In the absence of breakup of future repayments of
lease and loan, the disclosures pertaining to finance lease obligations
has not been made.
(f) In the opinion of the Board of Directors, other current assets have
a value on realisation in the ordinary course of the company''s
business, which is at least to the amount at which they are stated in
the balance sheet.
(g) Advances, Trade payables and few trade receivable balances are
subject to confirmation and reconciliation, if any.
(h) These accounts of Core Education & Technologies Ltd. include
accounts of its two overseas branches.
(i) Previous year''s figures have been regrouped / reclassified wherever
necessary to correspond with the current year''s
classification/disclosure.
Mar 31, 2013
1 - EMPLoYEE STocK oPTion ScHEME :
During the year 2007, the Company had introduced CORE Employee Stock
Option Scheme  2007 in accordance with the Securities and Exchange
Board of India (Employee Stock Option and Employee Stock Purchase
Scheme) Guidelines, 1999. The eligibility and number of options to be
granted to an employee is determined on the basis of his/her
experience, seniority, designation/job title, and their performance and
as approved by the Board/Remuneration and Compensation Committee.
2 - rEMiTTAncES in ForEiGn cUrrEncY on AccoUnT oF DiviDEnD
The Company has paid dividend in respect of shares held by
Non-Residents on repatriation basis. This inter-alia includes portfolio
investment and direct investment, where the amount is also credited to
Non-Resident External Account (NRE A/c). The exact amount of dividend
remitted in foreign currency cannot be ascertained. The total amount
remitable in this respect is given herein below:
3 - coMMiTMEnTS
a) Estimated amount of contracts remaining to be executed on capital
account and not provided for Rs. 878,315,655 (P.Y. Rs. 90,941,865).
4 - conTinGEnT LiABiLiTiES:
(Amount In Rs.)
Particulars As at As at
31st March, 2013 31st March, 2012
Guarantees:
Bank Guarantees 1,428,618,390 570,612,151
Corporate Guarantee given
on behalf of Core Education
& Consulting Inc. USA, a wholly
owned 4,182,237,159 1,304,490,750
subsidiary Company
Total 5,610,855,549 1,875,102,901
b) The income tax assessment of the company have been completed up to
Assessment year 2010-11. The disputed demand outstanding up to the said
Assessment year is Rs. 33,30,924. Based on the decisions of the
appellate authorities and the interpretations of other relevant
provisions, the company has been advised that the demand is likely to
be either quashed or substantially reduced and accordingly no provision
has been made.
5 - oTHEr noTES
(a) In the opinion of the Board of Directors, other current assets have
a value on realization in the ordinary course of the Company''s
business, which is at least to the amount at which they are stated in
the Balance Sheet.
(b) All advances, receivables and payables are subject to confirmation
and reconciliation, if any.
(c) These accounts of Core Education & Technologies Ltd. include
accounts of its two overseas branches.
(d) During the year, company restructured it''s investments in wholly
owned subsidiaries. The investment comprising of 10,00,000 common
shares and 12,19,63,300 preferred stock of Core Education & Consulting
Solutions, Inc., USA and 10,00,000 common shares and 97,58,732
preferred stock of Core Education & Consulting Solutions (UK) Ltd., UK
were transferred to wholly owned subsidiary Core Education & Consulting
Solution Pte Ltd., Singapore. In lieu of transfer the Core Eductation &
Consulting Solution Pte Ltd, Singapore has issued 25,88,394 common
shares and 13,74,40,765 preferred stock to the company, which have been
stated at fair value based on the valuation report dated 5th March,
2012 of M/s. P. Murali & Co.
(d) Previous year''s figures have been regrouped/reclassified wherever
necessary to correspond with the current year''s
classification/disclosure.
Mar 31, 2012
1.1 During the previous year, the Company had allotted 640 (Six Hundred
Forty Only) Secured Redeemable Non Convertible Debentures (NCDs) of
Rs.10.00 Lakhs each (Rupees Ten Lakhs only) in the form of Separately
Transferable Redeemable Principal Parts of (STRPPS) having the face
value of Rs.1.00 Lakh (Rupees One Lakh Only) each aggregating to Rs.64.00
Crores (Rupees Sixty Four Crores only) having a coupon rate of 11.75%
payable annually. Further, during the current year, the company had
allotted additional 150 (One Hundred Fifty only) Secured Redeemable Non
Convertible Debentures (NCDs) of Rs.10.00 Lacs each (Rupees Ten Lacs
Only) in form of Separately Transferable Redeemable Principal Parts of
(STRPPS) having the face value of Rs.1.00 Lacs (Rupees One Lacs Only)
each on 17th June, 2011 having a coupon rate of 12.75% payable annually
and 590 (Five Hundred Ninety Only) Secured Redeemable Non Convertible
Debentures (NCDs) of Rs.10 Lacs each (Rupees Ten Lacs only) in form of
Separately Transferable Redeemable Principal Parts of (STRPPS) having
the face value of Rs.1.00 Lacs each (Rupees One Lacs Only) on 30th
December, 2011 with coupon rate of 13.00% aggregating to Rs.74.00 Crores
(Rupees Seventy Four Crores Only). The Debentures are redeemable in
three instalments viz 30% at the end of 3rd year, 30% at the end of 4th
year and 40% at the 5th year from the date of allotment.
1.2 Rs.1,380,000,000 (P.Y. Rs.640,000,000) is to be secured by pari passu
first charge on immovable asset and tangible Fixed assets of the
Company.
1.3 Term Loans comprising of
a) Rs.27,499,994 (P.Y. Rs.57,500,000) is secured by First charge of
property at unit No. 1 to 7, 10th Floor, Lotus ' Neelkamal Business
Park, New Link Road, Andheri (west) Mumbai.
c) Rs.490,973,717 (P.Y. Nil) is secured by way of an exclusive charge on
the project assets and project receivables.
d) Rs.101,810,561 (P.Y. Nil) is secured by an exclusive charge on the
assets to be created under the Gujarat school project.
e) Rs.382,352,400 (P.Y. Rs.505,095,890) is secured by first exclusive
charge on its property at Mahape, Navi Mumbai (CORE Knowledge Centre),
measuring 38,300 square feet.
f) Rs.470,000,000 (P.Y. Nil) is secured by equitable mortgage over
properties of the Parent Guarantor located at units no. 1 and 1A, 2nd
and 5th Floor, Plot No. 797, United Infotech Park Building, Trans Thane
Creek Industrial Area, Savli Village, Opposite Millennium Business
Park, Mahape, Navi Mumbai.
g) Rs.1,358,400,000 (P.Y. Nil) is secured by a first pari passu charge
and mortgage over the properties of the Parent Guarantor located at
Office Nos. 1 to 7, 10th Floor, Lotus Nilkamal Business Park, New Link
Road, Andheri, Mumbai, a first pari passu charge over all movable
assets of and project receivables from the ICT project at Haryana and
the non-interest bearing escrow account maintained by the Parent
Guarantor with Standard Chartered Bank, Delhi branch.
h) Rs.232,004,589 (P.Y. Nil) is secured by an exclusive charge on the
assets created under ICT projects.
i) Nil (P.Y. 49,903,445) Secured by Equitable Mortgage of Unit No. 1,
First Floor, United Infotech' Park, TTC Industrial Area, Navi Mumbai.
j) Rs.9,451,934 (P.Y. Rs.13,907,452) is secured by hypothecation of
respective vehicles.
1.4 Earlier the Company had issued foreign currency convertible bonds
of USD 75 million which matures on 7th May, 2015. The intial 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
rule and regualtions governing the issue, issued by the Reserves Bank
of India and the SEBI in this regards and, which works out to Rs.271.80
the fix exchange rate for the issue was USD 1 = 44.43.
During the year ended 31st March, 2011 FCCB of USD 0.217 million were
converted into 35,472 equity shares at the conversion price of Rs.271.80
comprising face value of Rs.2/- and premium of Rs.269.80 for each equity
share. As on 31st March, 2011 USD 74.783 million bonds are outstanding
for conversion.
2.1 Nil (P.Y. Rs.505,134,730) was secured by first charge on property
located at Unit No. 1, 3rd floor, United Infotech' Park, TTC Industrial
Area, Navi Mumbai.
2.2 Working Capital Loan- '-Secured by hypothecation of entire stocks,
book debts & other current assets of the company (present & future);
further secured by equitable mortgage on the immovable properties of
the company situated at Unit No: 1 to 8, Sector III, Building No: 4,
Millennium Business Park, Navi Mumbai and Unit No. 1, 4th floor, United
Infotech Park, TTC Industrial Area, Navi Mumbai; and further secured by
Fixed deposit given by the promoter company.
2.3 Other short term loans are commercial papers Rs.450,000,000 (P.Y.
Rs.650,000,000).
3.1 Micro and Small Entities
The particulars required to be disclosed under the Micro, Small and
Medium Enterprises Act, 2006 (MSMED Act) in respect of principal amount
remaining unpaid to any supplier as at the end of the year, amount due
to the suppliers beyond the appointed day during the year, amount of
interest if any, accrued and remaining unpaid as at the end of the year
etc. could not be disclosed for want of information whether sundry
creditors include dues payable to any such undertakings. The Company
has initiated the exercise of identifying the status of the suppliers
as required under MSMED Act where supplier confirmations are awaited.
The estimates of rate of escalation in salary considered in actuarial
valuation, take into account inflation, seniority promotion and other
relevant factors including supply and demand in the employment market.
The above information is certified by the actuary.
The expected rate of return on plan assets is determined considering
several applicable factors, mainly the composition of plan assets held,
assessed risks, historical results of return on plan assets and the
Company's policy for plan assets management.
4 SEGMENT REPORTING:
The Company provides software development and related IT and
Infrastructure services. The company has identified three basic
segments viz. Local-Software Development India, ICT Projects and
EOU-Software Development. However, EOU-Software Development has further
classified into Off-Shore Development and On-Shore Development.
The accounting policies adopted for segment reporting are in line with
the accounting policy of the company with following additional policies
for segment reporting.
a) Revenue and expenses have been identified as allocable to a
particular segment on the basis of relationship to operating activities
of the segment, Revenue and expenses which relate to enterprises as a
whole and are not allocable to a particular segment on reasonable basis
have been disclosed as "Unallocated Corporate Expenses".
b) Segment assets and segment liabilities represent assets and
liabilities in respective segments. Investments, tax related assets and
other assets and liabilities that cannot be allocated to a segment on
reasonable basis have been disclosed as Unallocated Corporate Assets or
Unallocated Corporate Liabilities as the case may be.
Note: Previous year's figures are in italics which are below the
current year's figures.
Disclosure in respect of signifcant related party transaction during
the year.
1. Purchase/Subscription of Investments includes CORE Education &
Consulting Solutions Inc. (USA) Rs.613.47 million (Previous Year
Rs.2,339.21 million). Rs.234.27 million (Previous Year Rs.172.12 million) in
CORE Education & Technologies (FZC), Rs.364.72 million (Previous Year
Rs.16.99 million) CORE Education & Consulting Solutions (UK) Ltd.,
Rs.1,000.06 million (Previous year Nil) in CORE Education & Consulting
solutions Pte Limited, Rs.318.49 million (Previous year Nil) in CORE
Information Technology Solutions Inc.
2. Loans and Advances Rs.27.92 million (Previous Year Nil) given to CORE
Infrapower Limited as associates.
3. Income from Operations includes export of software developed of
Rs.1,621.10 million (previous year Rs.937.29 million) to Core Education &
Consulting Solution Inc., Rs.21.82 million (previous year Rs.161.56
million) to Core Education & Technologies Ltd. (UK) a wholly owned
subsidiary. Rs.448.69 million (Previous year Rs.Nil) to CORE Education &
Consulting Solution. Rs.436.95 million (Previous year Nil) to CORE
Education Infratech Limited.
4. In Payment to Key Management Personnel includes Rs.28.22 million to
Mr. Sanjeev Mansotra (Previous year Rs.40.94 million), Rs.5.00 million to
Mr. Nikhil Morsawala (Previous Year Rs.3.75 million), Rs.11.52 million to
Ms Maya Sinha (Previous Year Nil), and Rs.14.07 million to Mr. Prakash
Gupta (Previous Year Rs.11.16 million).
5. Rent paid to Relatives of Key Managerial person Mrs. Neelam
Mansotra amounts to Rs.3.6 million (Previous year Rs.3.6 million)
6. Guarantees, includes Rs.1,304.49 million (Previous year Rs.1,138.58
million) Corporate guarantee on behalf of Core Education Consulting
Solutions Inc. a wholly owned subsidiary company.
5 EMPLOYEE STOCK OPTION SCHEME :
During the year 2007, the company had introduced CORE Employee Stock
Option Scheme à 2007 in accordance with the Securities and Exchange
Board of India (Employee Stock Option and Employee Stock Purchase
Scheme) Guidelines, 1999. The eligibility and number of options to be
granted to an employee is determined on the basis of his/her
experience, seniority, designation /job title, and their performance
6 COMMITMENTS
a) Estimated amount of contracts remaining to be executed on capital
account and not provided for Rs.90,941,865 (P.Y. Rs.1,558,693,216).
7 CONTINGENT LIABILITIES:
(Amount in Rs.)
Particulars As at As at
31st March,
2012 31st March,
2011
Guarantees:
Bank Guarantees 570,612,151 462,197,839
Corporate Guarantee given on
behalf of Core Education &
Consulting Inc. USA, a 1,304,490,750 1,138,575,000
wholly owned subsidiary Company
TOTAL 1,875,102,901 1,600,772,839
8 OTHER NOTES
a) In the opinion of the Board of Directors, other current assets have
a value on realisation in the ordinary course of the company's
business, which is at least to the amount at which they are stated in
the balance sheet.
b) All advances, receivables and payables are subject to confirmation
and reconciliation, if any.
c) The Ministry of Corporate Affairs, Government of India, Vide General
Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011
respectively has granted a general exemption from compliance with
section 212 of the companies Act 1956, subject to fulfilment of
conditions stipulated in the circular. The company has satisfied the
conditions stipulated in the circular and hence is entitled to the
exemption. Necessary information relating to the subsidiaries has been
included in the Consolidated Financial Statements.
d) These accounts of Core Education & Technologies Ltd. include
accounts of its two overseas branches.
e) The name of the Company has been changed from Core Projects &
Technologies Limited to Core Education & Technologies Limited.
f) The Revised Schedule VI has become effective from 1 April, 2011 for
the preparation of financial statements. This has significantly
impacted the disclosure and presentation made in the financial
statements. Previous year's figures have been regrouped / reclassified
wherever necessary to correspond with the current year's classification
/ disclosure.
Mar 31, 2011
1.1 The previous years figures have been reworked, regrouped,
rearranged and reclassif ed wherever necessary. Amounts and other
disclosures for the preceding years are included as integral part of
the current year financial statements and are to be read in relation to
the amount and other disclosure relating to the current year.
1.2 These accounts of CORE Projects & Technologies Ltd. include
accounts of its two overseas branches.
1.3 Warrants
In the Extra Ordinary General Meeting of the Members of the Company
held on 31 October, 2009, the members had approved the issuance of
warrants to the Promoter / Promoter Group, entitling the warrant
holders to apply from time to time for equity shares of the company in
one or more tranches on preferential basis not exceeding 10,000,000
fully paid-up equity shares of the face value of Rs. 2/- each. During the
year, CORE Infrapower Ltd. has applied for conversion of balance
5,200,000 warrants applied in previous year into equivalent number of
equity shares and the company has allotted 5,200,000 equity shares to
CORE Infrapower Limited @ 185/- per shares (including premium of Rs.
183/- per share).
1.4 Foreign Currency Convertible Bonds
During the financial year 2010-11, Balance portion of zero coupon FCCB
of USD 10 Million were converted into equity shares at the conversion
price of Rs. 82.86 comprising face value of Rs. 2/- and premium of Rs. 80.86
per equity share. With these, FCCB of USD 80 million in aggregate,
issued in the year 2007-08 stands, fully converted into equity shares
as on 31 March 2011.
Pursuant to the approval received from the Members at the 24th AGM held
on 24th September 2009 the Company had launched and priced the issue of
USD 60 Million 7% Foreign Currency Convertible Bonds with an upsize
option of USD 15 million, convertible into equity shares of the
Company. The issue was fully subscribed and closed on 6th May, 2010,
with an aggregate issue of USD 75 million. The Bonds are issued for 5
years and 1 day and will mature on 7th May 2015. 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
rule and
regulations governing the issue, issued by the Reserve Bank of India
and the SEBI in this regard and, which works out to Rs. 271.80. The fixed
exchange rate for the issue was USD 1 = Rs. 44.43.
During the year ended 31 March 2011 FCCB of USD 0.217 million were
converted into 35472 equity shares at the conversion price of Rs. 271.80
comprising face value of Rs. 2/- and premium of Rs. 269.80 for each equity
share. As on 31 March 2011 USD 74.783 million bonds are outstanding
for conversion
1.5 Secured Redeemable Non Convertible Debentures (NCDs)
The Company had allotted 640 (Six Hundred Forty Only) Secured
Redeemable Non Convertible Debentures (NCDs) of Rs. 10.00 Lakhs each (Rs.
Ten Lakhs only) in the form of Separately Transferable Redeemable
Principal Parts of (STRPPS) having the face value of Rs. 1.00 Lakh (Rs. One
Lakh Only) each aggregating to Rs. 64.00 Crores (Rs. Sixty Four Crores
only) having a coupon rate of 11.75% payable annually. The Debentures
are redeemable in three instalments viz 30% at the end of 3rd year, 30%
at the end of 4th year and 40% at the 5th year from the date of
allotment i.e. 30th March 2011.
Def ned Benefit Plan
The Company operate post retirement Benefit plan as follows:
(a) Funded
Gratuity
(b) Un Funded
Leave Encashment
The estimates of rate of escalation in salary considered in actuarial
valuation, take into account inf ation, seniority promotion and other
relevant factors including supply and demand in the employment market.
The above information is certif ed by the actuary.
The expected rate of return on plan assets is determined considering
several applicable factors, mainly the composition of plan assets held,
assessed risks, historical results of return on plan assets and the
Companys policy for plan assets management.
2.7 Employee Stock Option Scheme :
During the year 2007, the company had introduced CORE Employee Stock
Option Scheme à 2007 in accordance with the Securities and Exchange
Board of India (Employee Stock Option and Employee Stock Purchase
Scheme) Guidelines, 1999. The eligibility and number of options to be
granted to an employee is determined on the basis of his/her
experience, seniority, designation /job title, and their performance
and as approved by the Board/Remuneration and Compensation Committee.
The Remuneration/Compensation Committee have granted 4,159,245 option
out of 4,500,000 under the scheme to the eligible directors and
employees of the Company and its subsidiaries, as follows:
Out of 4,500,000 options 1,200,000 granted on 12th December 2007 were
surrendered.
During the financial year 2009-10, the Company had introduced CORE
Employee Stock Option Scheme à 2009 where 7,500,000 options could be
granted. The options are granted in three types and the vesting period
is as follows:
TYPE A
Applicable only for the first set of grants made to eligible employees
who have joined on or before 31 March 2007 and to eligible Directors
under this scheme
TYPE B
Applicable only for the first set of grants made to eligible employees
who have joined between 01 April 2007 and 31 March 2008
TYPE C
Applicable for grants made to eligible employees who have joined on or
after 1 April 2008 and for subsequent set of grants, if any made to
employees joined on or before 1 April 2008
The exercise price of both the options is the latest available closing
market price of the equity shares of the Company, prior to the date of
the grant. The Company has followed the intrinsic value method of
valuation for the options. In the context, stock-based employee
compensation recognised in the books of account is Nil, since the
market price of the underlying share at the date of the grant is the
same as the exercise price of the option, and the intrinsic value of
stock option works out to be Nil.
2.8 Micro and Small Entities
The particulars required to be disclosed under the Micro, Small and
Medium Enterprises Act, 2006 (MSMED Act) in respect of principal amount
remaining unpaid to any supplier as at the end of the year, amount due
to the suppliers beyond the appointed day during the year, amount of
interest if any, accrued and remaining unpaid as at the end of the year
etc. could not be disclosed for want of information whether sundry
creditors include dues payable to any such undertakings. The Company
has initiated the exercise of identifying the status of the suppliers
as required under MSMED Act where supplier conf rmations are awaited.
Disclosure in respect of signif cant related party transaction during
the year.
1. Purchase/ Subscription of Investments includes CORE Education &
Consulting Solutions Inc., (USA) Rs. 23,392.12 Lacs (Previous Year Rs.
13,499.50 Lacs) and CORE Education & Consulting Solutions à ISLE of Man
for Rs. 11,178.49 Lacs ( Previous Year Rs. Nil ).
2. Loans and Advances Rs. 233.06 Lacs (Previous Year Rs. Nil) given to
CORE Education and Consulting Solutions (UK) Ltd., and received Rs.
699.10 Lacs (Previous Year Rs. Nil) from CORE Education & Consulting
Solution Inc .
3. Income from Operations includes export of software developed of Rs.
9,372.89 lacs (previous year Rs. 8,660.11 lacs) to Core Education &
Consulting Solution Inc. a wholly owned subsidiary. and Rs. 1,615.56 lacs
(previous year Rs. 182.87 lacs) to Core Projects & Technologies Ltd.
(UK), another wholly owned subsidiary and domestic sales of Rs.3.22 Lacs
(Previous Year Rs. Nil) to Aarman Software Pvt.Ltd.
4. In Payment to Key Management Personnel includes Rs. 409.43 Lacs to
Mr. Sanjeev Mansotra (Previous year Rs. 120.00 Lacs), Rs. 24.00 Lacs,
Salary to Mr. Naresh Sharma (Previous year. Rs. 18.00 Lacs), Rs. 37.50 Lacs
to Mr. Nikhil Morsawala (Previous Yer Rs. Nil) and Rs. 111.63 to Mr.
Prakash Gupta (Previous Year Rs.118.53 Lakhs).
5. Rent paid to Relatives of Key Managerial person Mrs. Neelam
Mansotra amounts to Rs. 36 lacs (Previous year Rs. 36 lacs)
6. Share Application Money given to Rs. 1.02 Lacs to CORE K12 School
Pvt. Ltd. ( Previous Year Rs. Nil ) and Rs. 4.03 Lacs to CORE Skill
Development Pvt. Ltd. ( Previous Year Rs. Nil).
7. Guarantees, includes Rs. 11,385.75 Lacs (Previous year Rs. 11,903.40
Lacs) Corporate guarantee on behalf of Core Education Consulting
Solutions Inc. a wholly owned subsidiary company.
Note :
i. Loans & Advances to subsidiaries shown above are of short term
nature and are repayable on demand and thus there is no repayment
schedule as such.
ii. Advances in the nature of trade advances are not considered here
for reporting under this clause.
(b) Investment by the loanee in the shares of the company
2.16 Segment Reporting :
The Company provides software development and related IT and
Infrastructure services. The company has identif ed two basic segments
viz. Local-Software Development India and EOU-Software Development.
However, EOU- Software Development has further classif ed into
Off-Shore Development and On-Shore Development.
The accounting policies adopted for segment reporting are in line with
the accounting policy of the company with following additional policies
for segment reporting.
(a) Revenue and expenses have been identif ed as allocable to a
particular segment on the basis of relationship to operating activities
of the segment, Revenue and expenses which relate to enterprises as a
whole and are not allocable to a particular segment on reasonable basis
have been disclosed as "Unallocated Corporate Expenses"
(b) Segment assets and segment liabilities represent assets and
liabilities in respective segments. Investments, tax related assets and
other assets and liabilities that cannot be allocated to a segment on
reasonable basis have been disclosed as "Unallocated Corporate Assets"
or "Unallocated Corporate Liabilities" as the case may be.
2.16.2 Additional information pursuant to the provisions of Part II of
Schedule VI to the Companies Act, 1956
Quantitative information as required under Part C of Schedule VI of the
Companies Act 1956 is not applicable being service company.
Apart from rendering software related services, the Company also
execute software development projects for its customers. The software
development activity inter alia includes purchases / consumption of
hardware. The hardware purchases / consumed are not homogeneous nature
and are only ancillary to the main software and thus quantitative
detail in respect thereof cannot be furnished.
2.16.3 Remittance in foreign currency on account of Dividend
The company has paid dividend in respect of shares held by
Non-Residents on repatriation basis. This inter-alia includes portfolio
investment and direct investment, where the amount is also credited to
Non-Resident External Account (NRE A/c). The exact amount of dividend
remitted in foreign currency cannot be ascertained. The total amount
remittable in this respect is given herein below:
2.16.5 In the opinion of the Board of Directors, other current assets
have a value on realisation in the ordinary course of the companys
business, which is at least to the amount at which they are stated in
the balance sheet.
2.16.6 All advances, receivables and payables are subject to conf
rmation and reconciliation, if any.
2.16.7 The Ministry of Corporate Affairs, Government of India, Vide
General Circular No. 2 and 3 dated 8th February
2011 and 21st February 2011 respectively has granted a general
exemption from compliance with section 212 of the companies Act 1956,
subject to fulf lment of conditions stipulated in the circular. The
company has satisf ed the conditions stipulated in the circular and
hence is entitled to the exemption. Necessary information relating to
the subsidiaries has been included in the Consolidated Financial
Statements.
Mar 31, 2010
1.1 The previous years figures have been reworked, regrouped,
rearranged and reclassified wherever necessary. Amounts and other
disclosures for the preceding years are included as integral part of
the current year financial statements and are to be read in relation to
the amount and other disclosure relating to the current year.
1.2 These accounts of CORE Projects & Technologies Ltd. include
accounts of its two overseas branches.
1.3 Warrants Consist of
(I) In the extra Ordinary General Meeting of the Members of the Company
held on 31 October 2009, the members have approved the issuance of
warrants to the Promoter / Promoter Group, entitling the warrant
holders to apply from time to time for equity shares of the company in
one or more tranches on preferential basis not exceeding 10,000,000
fully paid-up equity shares of the face value of Rs. 2 each.
Accordingly, Core Infrapower Limited, the promoter group company, had
applied for conversion of 4,800,000 warrants into equivalent number of
equity shares and the company had allotted 4,800,000 equity shares to
CORE Infrapower Limited @ 185/- per share (including premium of Rs.
183/- per share) and 5,200,000 warrants are outstanding as on 31 March
2010.
(II) 10,000,000 warrants were issued to Wisdom Global enterprises
Limited, promoter Company, entitling the warrant holders to apply for
equivalent number of equity shares of Rs.2/- each at a price of
Rs.200/- per share ( including a premium of Rs.198/- per share) on
exercise of warrants at the end of 18 months from the date of issue
i.e. 29 October 2007.Of these, 1,650,000 warrants have been converted
into equivalent number of shares during the Financial Year 2008-09.
Balance warrants have not been exercised and consequently an amount of
Rs.167,000,000 received on subscription of such warrants forfeited
during the year.
(III) 450,000 warrants allotted to TGS Investment & Trade Private
Limited, entitling the warrant holder to apply for equivalent number of
equity shares of Rs.2/- each at the price of Rs.305/- per share
(including premium of Rs.303/- per share) at the end of 18 months from
the date of issue i.e. 27 February 2008. None of these warrants have
been exercised by M/s TGS Investments & Trade Private Limited.
Therefore, the application money of Rs. 13,725,000 being 10% of the
total subscription money received has been forfeited during the year.
1.4 Foreign Currency Convertible Bonds
During the financial year 2009-10, zero coupon FCCB of US$ 15.2 million
were converted into equity shares at the conversion price of Rs. 82.86,
constituting face value of the equity share of Rs. 2 and premium of Rs.
80.86 for each share. Thus, out of total FCCB of US$ 80 million issued
in the year 2007-08, total conversions till 31 March 2010 amounts to
US$ 70 million. Balance FCCB of US$ 10 Million (P.Y. US$ 25.20 Million)
outstanding as at the year end can be converted at the option of bond
holder into one equity share at Rs. 82.86 per equity Share at a pre
determine exchange rate of US$ 1 = 40.82
The estimates of rate of escalation in salary considered in actuarial
valuation, take into account inflation, seniority promotion and other
relevant factors including supply and demand in the employment market.
The above information is certified by the actuary.
The expected rate of return on plan assets is determined considering
several applicable factors, mainly the composition of plan assets held,
assessed risks, historical results of return on plan assets and the
Companys policy for plan assets management.
1.6 Employee Stock Option Scheme
During the year 2007, the company had formulated employee Stock Option
Scheme à 2007 in accordance with the Securities and exchange Board of
India (employee Stock Option and employee Stock Purchase Scheme)
Guidelines, 1999. The eligibility and number of options to be granted
to an employee is determined on the basis of the employees work
performance and as approved by the Board/Remuneration and Compensation
Committee.
The Remuneration/Compensation Committee have granted 4,159,245 option
out of 4,500,000 under the scheme to the eligible directors and
employees of the Out of 4,500,000 options, 1,200,000 options granted on
12 December, 2007 were surrendered.
The exercise price of both the options is the latest available closing
market price of the equity shares of the Company, prior to the date of
the grant. The Company has followed the intrinsic value method of
valuation for the options. In the context, stock-based employee
compensation recognised in the books of account is Nil, since the
market price of the underlying share at the date of the grant is the
same as the exercise price of the option, and the intrinsic value of
stock option works out to be Nil.
1.6 Micro and Small Entities
The particulars required to be disclosed under the Micro, Small and
Medium enterprises Act, 2006 (MSMED Act) in respect of principal amount
remaining unpaid to any supplier as at the end of the year, amount due
to the suppliers beyond the appointed day during the year, amount of
interest if any, accrued and remaining unpaid as at the end of the year
etc. could not be disclosed for want of information whether sundry
creditors include dues payable to any such undertakings. The Company
has initiated the exercise of identifying the status of the suppliers
as required under MSMED Act where supplier confIrmations are awaited.
1.7 Transactions during the year with the companies under same
management are as under
1. Sundry Debtors includes Rs. 9,88,00,000/- (P. Y. Nil) receivables
from Core Higher Learning Limited and Core Learning Panorama Limited;
2. Share Applications money includes Rs. 16,00,00,000/- (P. Y. Nil)
given to Core Learning Panorama Limited.
Disclosure in respect of significant related party transaction during
the year.
1. Warrant Application Money includes Rs.2405.00 lacs (Previous year
Nil) from Core Infra Power Ltd.
2. Loan & Advances taken, includes an advance of Rs. Nil (Previous
year Rs. 7,308.67 lacs) taken from Core education Consulting Solutions
Inc., a wholly owned subsidiary company.
3. Sundry Debtors include, amount of Rs. 4598.70 lacs (Previous Yr.
Rs. 7621.20 lacs) due from Core education & Consulting Solutions Inc.
and Rs.837.20 lacs (Previous Yr. Rs. Nil) due from Core education
Infratech Ltd., a wholly owned subsidiary.
4. Creditors includes amount payable to Ms Neelam Mansotra Rs. Nil
(Previous Year Rs. 2.54 lacs).
2. Income from Operations includes export of software developed of Rs.
8660.11 lacs (previous year Rs. 15822.32 lacs) to Core education &
Consulting Solution Inc. a wholly owned subsidiary and Rs. 182.87 lacs
(previous year Rs. 246.94 lacs) to Core Projects & Technologies (UK)
Ltd. another wholly owned subsidiary and domestic sales of Rs.805.00
Lacs (Previous Year Rs. Nil) to Core education Infratech Ltd.
3. In expenditure, remuneration to Key Management Personnel includes
Rs. 120.00 Lacs to Mr. Sanjeev Mansotra (Previous year Rs. 120.00
Lacs), Rs. 18.00 Lacs, Salary to Naresh Sharma (Previous year. Rs.
15.50 Lacs), Salary to Mr. Prakash Gupta Rs. 118.53 Lakhs (P. Y. 100.00
Lakhs) and rent paid to Relatives of Key Managerial person Mrs. Neelam
Mansotra amounts to Rs. 36 lacs (Previous year Rs. 36 lacs)
4. Share application money includes Rs.1600.00 lacs (Previous year
Rs.Nil) in Core Learning Panorama Ltd., Rs.3813.29 lacs (Previous year
Rs.Nil) in Core education Infratech Ltd.
5. Guarantees, includes Rs. 11903.40 Lacs (Previous year 12992.25
Lacs) Corporate guarantee on behalf of Core education Consulting
Solutions Inc. a wholly owned subsidiary company.
6. Capital expenditure includes Rs. Nil (Previous year Rs. 72.97 Lacs)
for equipments received from Core education Consulting Solutions Inc a
wholly owned Subsidiary.
7 Segment Reporting
The company has identified two basic segments viz. Local-Software
Development India and EOU-Software Development. However, EOU-Software
Development has further classified into Off-Shore Development and On-
Shore Development.
The accounting policies adopted for segment reporting are in line with
the accounting policy of the company with following additional policies
for segment reporting:
(a) Revenue and expenses have been identified as allocable to a
particular segment on the basis of relationship to operating activities
of the segment, Revenue and expenses which relate to enterprises as a
whole and are not allocable to a particular segment on reasonable basis
have been disclosed as "Unallocated Corporate expenses".
(b) Segment assets and segment liabilities represent assets and
liabilities in respective segments. Investments, tax related assets and
other assets and liabilities that cannot be allocated to a segment on
reasonable basis have been disclosed as "Unallocated Corporate Assets"
or "Unallocated Corporate Liabilities" as the case may be.
8 In the opinion of the Board of Directors, other current assets
have a value on realisation in the ordinary course of the companys
business, which is at least to the amount at which they are stated in
the balance sheet.
9 All advances, receivables and payables are subject to confirmation
and reconciliation, if any.