The Directors have pleasure in presenting the 27th Annual Report on
business and operations of your Company along with the audited
financial statements for the year ended 31 March 2012.
RESULTS OF OPERATIONS:
(Rs. in Million)
Consolidated Standalone
2011-12 2010-11 2011-12 2010-11
Income from Operations 16,378.57 10,912.29 8,783.88 5,155.92
Other Income 496.86 42.81 451.95 29.64
Variation in Inventory (641.96) (444.44) 349.75 (107.84)
Expenses 13,235.66 8,680.91 6,532.97 3,773.09
Profit Before tax 4,281.73 2,718.62 2,353.12 1,520.31
Less: Provision
for tax (current) 1,027.39 447.35 449.01 262.13
Excess/(Short)
Provision for
Earlier years (124.74) - (124.74) -
Provision for
tax (deferred) 148.17 21.17 148.17 21.17
Profit after Tax 3,230.92 2,250.11 1,880.68 1,237.01
Add: Balance B/F
from Previous Year 5,879.16 3,832.94 3,157.16 2,124.04
Profit Available
for appropriations 9,110.08 6,083.05 5,037.84 3,361.05
Debenture
Redemption Reserve 57.73 0.35 57.73 0.35
Transfer to
General Reserve 188.00 125.00 188.00 125.00
Proposed Dividend 67.49 65.49 67.49 65.49
Provision for
Taxes on Dividends 10.95 13.05 10.95 13.05
Balance C/F to
Balance Sheet 8,785.90 5,879.16 4,713.67 3,157.16
FINANCIAL OVERVIEW:
The financial year 2011 12 was a remarkable year with significant
developments in India business operations. On a consolidated basis,
your Company achieved total operating income of Rs.16,378.57 Million
registering a growth of 50% as compared to Rs.10,912.29 Million during
the previous financial year. Similarly, Profit Before Tax was Rs.4,281.73
Million with a growth of 57% as compared to Rs.2,718.62 Million during
the previous financial year. Profit After Tax was Rs.3,230.92 Million
with a growth of 44% as compared to Rs.2,250.11 Million during the
previous financial year.
DIVIDENDS & APPROPRIATIONS:
Your Company follows a policy of paying stable dividend linked to
consistent performance, while at the same time keeping in view the need
to finance growth plans through internal accruals. Your Directors are
pleased to recommend a dividend of 30% of the paid up capital i.e.
Rs.0.60 (60 paise) per equity share, subject to the approval of the
members to be paid:
(i) to those beneficial owners, holding shares in electronic form,
whose names appear in the statement of beneficial owners furnished by
the Depositories to the Company as at the close of business hours on 19
September 2012.
(ii) to those Equity Shareholders, holding shares in physical form,
whose names appear on the Register of Members of the Company at the
close of business hours on 20 September 2012 after giving effect to all
valid transfers in physical form, if any, lodged with the Company or
its Registrar and Share Transfer Agent till 19 September 2012.
The dividend above, if approved by the members would involve a cash
outflow of Rs.67.49 million as dividend and Rs.10.95 million as dividend
tax.
The Register of Members shall be closed from 20 September 2012 to 27
September 2012 (both days inclusive), for the purposes of payment of
dividend and for the Annual General Meeting proposed to be held on 27
September 2012.
TRANSFER TO RESERVES:
The Company proposes to transfer a sum of Rs.188.00 Million (Previous
year Rs.125.00 Million) to the General Reserves Account and an amount of
Rs.8,785.90 million (Previous year Rs.5,879.16 million) has been retained
in the Profit and Loss Account on the consolidated basis.
OPERATIONAL HIGHLIGHTS
A brief overview of our business operation is provided in this section
which is discussed in detail in the Management Discussion & Analysis
section, forming part of this report.
India Business:
During the period under review, India business became more prominent
with additional orders for implementation of Information &
Communication Technology (ICT), Computer Aided Learning (CAL) and
Learning Management Systems (LMS) in addition to the existing contracts
under the flagship program of Sarva Shiksha Abhiyaan. This programme
involving various State Governments covers 2,622 schools in the State
of Haryana, 947 schools in Maharashtra, 1,920 schools in Punjab, 3,707
schools across Gujarat and further schools across Meghalaya, Assam,
West Bengal and others. We currently cater to over 10,000 schools and
have covered over 13.3 million children under our various projects in
India and have helped the industry in providing employment to over
7,000 people.
In a capacity building exercise your company in association with the
Central Board of Secondary Education (CBSE), New Delhi, trained about
1,028 teachers. In addition to this, the Company proposes to deploy its
turnkey examination management tool ''EdMastery'' with required
customization for CBSE. CORE''s solution will help CBSE to automate the
process of generation and distribution of question papers across the
12,800 CBSE affiliated schools, automate the web based online test-
Performance Analysis Test (PAT) across different countries and automate
the centre-wise test by implementing client server based system.
New Partners
Our association with the University of Oxford for teacher capacity
building took a new leap by way of a pilot project along with Kerala
State Governments'' State Council Educational Research and Training
(SCERT) for teacher training.
We partnered with Texas Instruments, known for innovation in
technology, to bring STEMpower'' an innovation in teaching, learning and
assessment of math and science in the classrooms. Through STEMpower,
CORE has taken its first steps in building relationships with private
schools in India and has successfully bagged orders from renowned
school like Sanskriti in New Delhi.
Our partnership with the East Valley Institute of Technology (EVIT), is
developing a set of blended curriculum courses that engage students
both online and in real-world apprenticeships that teach students the
relationship between academic preparation and career skills sought by
employers.
We have also partnered with ITE Singapore for vocation training
activities.
Vocational Training
Vocational Training is another important focus area for your Company,
where we train the youth to enhance employablility. There are
significant developments under the Vocational Training business with
several contracts bagged and one of them being, the contract from
Karnataka State Electronic Development Corporation for imparting
training under SJSRY Step up Scheme to impart employment-linked
trainings approximately 12,500 beneficiaries, sponsored by Directorate
of Municipal Administration across Karnataka. Anather contract is from
the Department of Panchayati Raj, Uttar Pradesh, for the training of
11,200 Elected Representatives and functionaries of Panchayati Raj
Institutions in the State on Public Private Partnership basis. And
further training of over 7,200 students under Employment Generation and
Marketing Mission (EGMM), Andhra Pradesh, 1,500 students under Gujarat
Knowledge Society - Grant for Girl Empowerment Training Program on
Adolescence Education and 4,800 students under Mission for Elimination
of Poverty in Muncipal Areas (MEPMA), Andhra Pradesh, a scheme set-up
for enabling employment to the urban poor candidates.
Further, your Company has taken several initiatives on multi sector
vocation model covering various sectors with emplyoment potential in
sectors like Hopitality, Retail, Auto, Construction and Information
Technology.
Teacher Training
Your Company had collaborated with the University of Oxford some time
back based on which it has been able to create teacher training content
which is ready for commercial use in India as well as across the globe.
The Company will be ready for a launch on this soon and expects to reap
the benefits of this collaboration.
OVERSEAS OPERATIONS:
US Business
Currently approximately 86% of the Consolidated revenues are generated
from the US business, and during the year under review, CORE Education
& Consulting Solutions INC., USA, one of our main wholly owned
subsidiaries in the US registered a 21.42% increase in Profit after
Tax, to USD 20.58 million (Rs.1,016.43 million). Overall we saw an
increase of 50.7% in the revenues of our US subsidiaries (comprising
CECS Inc, CETI Inc and CITS Inc) from Rs.6,128.8 million in FY11 to
Rs.9,233.8 million in the current year FY12. This was supported by a
healthy EBITDA of 27.8% during the year which grew from Rs.1,519.7
million in FY11 to Rs.2,566.8 million in FY12 an increase of 68.9% during
the year. Profit after tax for our US subsidiaries also grew from
Rs.804.6 million in FY11 to Rs.1,246.9 million in FY12 by an impressive
55%. In the US, we have presence in over 46 States and provide
Education Solutions across four key elements of education delivery,
namely Assessment & Intervention, Governance, Advanced Technologies and
Consulting Solutions.
With our association with schools, districts and statewide agencies
across the US, CORE integrates and optimizes formative assessment
solutions, technology infrastructure, management applications,
compliance reporting, strategic staffing solutions and technical career
education programs. CORE currently touches the lives of over 20 million
students spread over 54,000 schools across the United States, advancing
education through an integrated mosaic of innovative solutions. To
create richer learning experiences, CORE is integrating its education
offerings for assessment and governance solutions with the latest
technology based solutions from its partners (Dell and Promethean) to
transform today''s classrooms with 3D technologies, active desks and
interactive whiteboards.
Our business partnership agreement with Promethean is aimed at
introducing transformational interactive learning technology in
schools. Similarly our partnership with the East Valley Institute of
Technology (EVIT), is developing a set of blended curriculum courses
that engage students both online and in real-world apprenticeships that
teach students the relationship between academic preparation and career
skills sought by employers.
UK Business
During the year under review, we further consolidated our position
through the acquisition of ITN Mark Education Ltd. in May 2011. ITN
Mark is an education services provider operating through a network of
16 offices across UK. This acquisition has helped CORE expand its
education business by giving it the capability to provide teachers and
teaching assistants to schools and nurseries in England and Wales, and
to offer specialist education consultancy services, principally aimed
at meeting the requirements of the United Kingdom Department of
Education and inspections by the Office for Standards in Education, to
education authorities, school clusters, academies and private sector
education providers.
We are focused on growing our U.K. teacher supply solutions to also
include special education need specialists, nursery and support staff
as compared to targeting only teachers and teaching assistants. We are
also targeting to provide these temporary education professionals to
academies or schools in the UK that are directly funded by the central
government.
Middle East and North Africa Business
This year, we could achieve yet another remarkable milestone under our
Higher Education initiative by establishing CORE International
Institute of Higher Education FZE, in Ras-al-Khaimah, one of the
Emirates in the UAE, which now currently offers courses in association
with Birla Institute of Technology, Ranchi. The institute offers
programs in Engineering, Management and Architecture for around 300
students on campus. We are also in the process of formalining with a
leading international university for offering Global Executive MBA
programmes in the UAE.
We have entered into a Joint Venture with Mackeen Holding, a
quasi-government business group with diversified interests in Qatar,
for creating a blueprint for developing a world-class education
environment in Qatar. Further, we have a Joint Venture with Muscat
Overseas Co. LLC, Oman''s leading business group to develop a world-
class education system in the Sultanate of Oman.
Teacher Supply - As part of its thriving cross selling opportunities
across the globe, your Company has expanded its Teacher Supply
Business, which was part of the acquisition of ITN Mark, in the Middle
East this year. We can see huge traction for placement of permanent
teachers in countries like Kuwait, Qatar and Saudi Arabia, as these
countries are facing huge shortage of quality English speaking teachers
in K-12 schools.
Our presence in the Africa region spans across to several countries
like Mozambique, Zambia and Kenya where we offer our Examination
Management Solutions like FAIM.
Restructuring of Subsidiaries:
In the process of creating and enhancing the value for our
stakeholders, it was decided to restructure the Company''s business
carried on through its subsidiaries, whereby our subsidiaries in the US
and UK viz., CORE Education & Consulting Solutions, Inc., USA and CORE
Education & Consulting Solutions (UK) Ltd., in the UK shall become
immediate subsidiaries of CORE Education & Consulting Solutions Pte.
Ltd., our wholly owned subsidiary incorporated in Singapore.
This restructuring will serve multiple purposes viz., i) creating and
consolidating values for our global K-12 business under one company
which is currently spread over various jurisdictions; ii) bringing
synergies into the operations through such integration; iii) setting up
our global R & D centre in Singapore to further enhance our education
offerings and iv) unlocking value of our K-12 business in medium term /
long term. Moreover, the Singapore subsidiary will not only be a
holding company for the US and UK business but will also develop its
own business considering the business potential of the emerging markets
of Singapore, Malaysia, China, Hong Kong and other countries in the
Asia Pacific region.
Changes in Capital Structure
Allotment of share on exercise of options under CORE Employee Stock
Option Scheme:
During the year, 169,628 equity shares under CORE ESOS 2007 and 591,328
equity shares under CORE ESOS 2009, were allotted to the eligible
employees and the Directors of the Company on exercise of stock options
issued and implemented in accordance with the Securities and Exchange
Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999. Detailed disclosure as required
under the relevant guidelines is provided in
Annexure II herewith and forms a part of this report.
Allotment of shares against conversion of Foreign Currency Convertible
Bonds (''FCCBs''):
During the year under review, bonds worth USD 15,696,000 were converted
against which the Company had allotted 2,565,749 equity shares of Rs.2
each at a premium of Rs.269.80 per equity share. As on 31st March 2012,
USD 59,087,000 bonds were outstanding for conversion.
Considering all the allotments above, during the year 2011 2012, the
paid-up share capital of your Company stands increased from
Rs.218,291,272/- comprising 109,145,636 equity shares of Rs.2/- each to
Rs.224,944,682/- comprising 112,472,341 equity shares of Rs.2/- each.
During the period from 1st April 2012 till the date of this report, the
Company had further allotted 183,889 equity shares of Rs.2/- each against
the exercise of stock options and 1,593,788 equity shares against
conversion of FCCBs. As on the date of this report, a sum of USD 49.33
million remains outstanding for conversion.
SUBSIDIARY COMPANIES AND PARTICULARS REQUIRED UNDER SECTION 212 OF THE
COMPANIES ACT, 1956
Being a Global Corporate entity, your Directors believe that the
Consolidated Results represent the performance of the Company in a more
comprehensive manner as compared to the Standalone business operations.
In view of that and also as required under the Listing Agreements with
the Stock Exchanges, the Consolidated Financial Statements of the
Company and all its Subsidiaries are attached and forms part of this
report. The Consolidated Financial Statement has been prepared in
accordance with applicable Accounting Standards issued by The Institute
of Chartered Accountants of India and the revised Schedule VI in
Companies Act, 1956 as directed by the Ministry of Corporate Affairs
vide its Notification No. S.O.447E dated 28 February, 2011. Details of
the subsidiary companies are discussed in more detail in the Management
Discussion & Analysis section, forming part of this report. Your
Directors believe that the audited consolidated accounts represent a
true and fair view of the state of affairs and financial conditions of
the Company and its subsidiaries.
As per the provisions of Section 212 of the Companies Act, 1956
(hereinafter referred to as ''the Act''), your Company is required to
attach the Directors'' Report, Balance Sheet, Profit and Loss Account
and other information of the subsidiaries to its Balance Sheet.
However, Government of India (Ministry of Corporate Affairs), vide
General Circular No. 2/2011 dated 8 February 2011 has granted general
exemption to all the companies from attaching to its Balance Sheet, the
Annual Financials of all its subsidiary companies, subject to approval
of the Board of Directors of the Company and subject to such
disclosures on the financial information other conditions as mentioned
in the aforesaid circular being complied with. A statement pursuant to
Section 212 of the Companies Act, 1956, relating to the Company''s
interest in its subsidiaries is attached to the financial statement of
the Company and forms part of this report. The annual financials of
these subsidiary companies and the related information shall be made
available to any Member of the Company seeking such information and are
also available for inspection by any Member of the Company at the
Registered Office of the Company.
BOARD OF DIRECTORS
Board of Directors of the Company comprises of Mr. Sanjeev Mansotra,
Non-Executive Chairman on the Board, however, being in-charge and
responsible for the global operations of the Company, he is designated
as the Global CEO; Mr. Naresh Sharma, Mr. Nikhil Morsawala, Ms. Maya
Sinha and Prof. Dr. Arun Nigavekar, holding the position of Executive
Directors; Mr. Harihar Iyer as the Non-Executive Director; Mr. Sunder
Shyam Dua, Mr. Awinash Arondekar, Mr. M Narayanan Nambiar and Mr. K C
Ganjwal being the Independent Directors. Mr. K C Ganjwal, due to
personal reason, has resigned from the Board of Directors w.e.f 11
August 2012.
In accordance with the provisions of the Act and the Articles of
Association of your Company, Mr. Nikhil Morsawala and Mr. S. S. Dua,
Directors of the Company, are liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment, at the ensuing Annual General Meeting.
At the recommendation of Remuneration/ Compensation Committee, the
Board at its meeting held on 30th August, 2012 approved re-appointment
of Mr. Naresh Sharma as Executive Director of the Company, w.e.f. 1st
April, 2012. Resolution proposing re- appointment of Mr. Naresh Sharma,
as an Executive Director and the terms of his appointment have been
included in the Notice convening the 27th Annual General Meeting of the
Company for your consideration.
Brief resume of the Directors proposed to be reappointed, nature of
their expertise in specific functional areas and names of companies in
which they hold directorships and memberships/chairmanships of Board
Committees, as stipulated in Clause 49 of the Listing agreement with
the stock exchanges are provided in the report on Corporate Governance
forming part of the annual report.
Directors'' Responsibility Statement
Pursuant to the requirement under section 217(2AA) of the Act, with
respect to Director''s Responsibility Statement, it is hereby confirmed:
(a) that in preparation of the Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(b) that we have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the year;
(c) that we have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) that we have prepared the annual accounts on a going concern basis.
HUMAN RESOURCE MANAGEMENT
COREans are the key resources of your company. The company has been
able to create a vibrant work environment that keeps engaging employees
across levels.
As the journey continues, CORE''s HR policies and processes continue to
be aligned to effectively drive the businesses at global level and make
inroads into emerging opportunities. Our human resources management
process continuously keeps pace with our business and we keep
attracting and retaining high caliber and experienced employees across
various geographies. We have also created a high performance culture
where feedback is an ongoing exercise. Career progression and
succession planning also happens in a planned manner.
To connect our employees in the CORE family across the globe, CORE
Connect, an e-magazine was launched, which shares experience and other
happenings across all our offices. This is an exciting platform that
connects all the COREans on the latest happenings in CORE across the
globe.
HR is also actively involved in organizing significant and well
received employee engagement initiatives viz. CORE Cricket Premier
League (CCPL 2012) that attracted an organization wide participation.
We also celebrate festivals on occasions such as Makar Sankranti (with
Kite Flying organized across offices in different locations), a fun
filled day during Christmas and Diwali celebrations with various
contests held and also with gifts & sweets distributed to all
employees, Navrathri celebrated with color theme days, Women''s day
celebration, Monsoon and Winter picnics.
Corporate Social Responsibilities
On the Corporate Social Responsibility front, we continued
participating in the Standard Chartered Mumbai Marathon 2012, to
promote Education for All through SMILE foundation. The fact that the
hard work put in by the participants was benefiting the under
privileged children made it worth the cause. Employees also whole
heartedly participated in the blood donation drive organised by Umang
Foundation.
With the aim of creating a sense of ownership among the employees
within the organization, the Company has been introducing Employee
Stock Option Scheme from time to time to reward the employees. The
first scheme was introduced in 2007 and in 2009 another such scheme was
introduced. The schemes are in accordance with the existing guidelines
issued by the Securities and Exchange Board of India as amended from
time to time and it continues to be a strong retention tool too.
Credit Ratings
Company has been assigned with ''CARE A1'' rating for short term
borrowings indicating highest credit quality and ''CARE A'' for long term
borrowings/debts by Credit Analysis & Research Ltd. (CARE).
Your Company has a long term credit rating which was carried out during
the year by International agencies. Standard & Poor''s has rated the
Company at B and Moodys has rated the Company at B1 as well.
BEST PRACTICES
Though the Company continues to be an ISO 9001:2008 organization, we
are working towards achieving ISO 27001 certification; a standard for
Information Security Management Systems.
Further, we are pleased to inform that during the year, your Company
was rated at Level 5 of CMMi process improvement model, which is
considered a credible benchmark of quality. Level 5- Optimizing, is the
highest level of maturity on CMMi (Capability Maturity Model
Integration). The Class A standard CMMi Appraisal Method for Process
Improvement (SCAMPI) is designated to provide benchmark quality ratings
relative to Capability Maturity Model Integration (CMMi) models. The
SCAMPI appraisal represents stringent showcasing of consistency,
quality and effectiveness. The appraisal methods helps an organization
to gain insight into their process capability or organizational
maturity by identifying process strengths and weaknesses as related to
the best practices of one or more CMMi models.
CMMi is a process improvement approach that can be applied to work
groups, projects, or entire organizations and provides organizations
with the essential elements to improve process performance. Being rated
at Level 5 Optimising of CMMi, can provide improvements in product
and service quality, forecasting accuracy, productivity, return on
investment, customer satisfaction and other measures of performance.
CORPORATE GOVERNANCE
The company endeavors to attain highest values of Corporate Standards.
The Company has adhered to the requirements set out by the Securities
and Exchange Board of India''s Corporate Governance practices and has
implemented all the stipulations prescribed, in the Clause 49 of the
Listing Agreement with Stock Exchanges. The Report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement forms
part of this Annual Report.
The Chairman''s declaration regarding compliance with CETL Code of
Conduct for Directors and Senior Management personnel forms part of
report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented as a separate section forming part of this
Annual Report.
AUDITORS AND AUDITOR''S REPORT
M/s Chaturvedi & Shah, Chartered Accountants and M/s, Asit Mehta &
Associates, Chartered Accountants, the Joint Statutory Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and have confirmed their eligibility for re-appointment.
Confirmations from the auditors to the effect that their re-appointment
/ appointment, wherever applicable, if made, would be within the
prescribed limits under Section 224(1B) of the Companies Act, 1956 and
that they are not disqualified for such reappointment within the
meaning of Section 226 of the said Act.
The notes to Accounts referred to in the Auditor''s Report are self-
explanatory and therefore do not call for any further Comments.
FIXED DEPOSITS
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Act and as such, no amount of principal
or interest was outstanding on the date of the Balance Sheet.
EMPLOYEE PARTICULARS
In terms of the provisions of Section 217(2A) of the Act, read with
(Particulars of Employees) Rules 1975 as amended, the names and other
particulars of employees'' forms part of the Director''s Report.
However, having regard to the provisions of Section 219(1) (b) (iv) of
the said Act, the Annual report excluding the aforesaid information is
being sent to all the members of the Company and others entitled
thereto. Any member interested in obtaining such particulars may write
to the Company Secretary at the registered office of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo as required under Section 217(1)
(e) of the Companies Act, 1956 read with Companies (Disclosure of
particulars in the report of Board of Directors) Rules, 1988 are
provided in the Annexure I to this report.
TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)
During the year, there were no amounts which remained unpaid /
unclaimed for a period of 7 years and which were required to be
transferred by the company to the Investor Education and Protection
Fund established by the Central Government pursuant to Section 205C of
the Companies Act, 1956.
ACKNOWLEDGEMENTS
We thank our customers, investors, bankers and other stakeholders for
their continued support during the year. We place on record our sincere
appreciation of the contribution made by employees at all levels. Our
consistent growth was made possible by their hard work, solidarity,
cooperation and support and look forward to their continued support.
For and on behalf of the Board
Place: Mumbai Sanjeev Mansotra
Date: 30 August, 2012 Chairman |