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CORE Education & Technologies

BSE: 512199|NSE: COREEDUTEC|ISIN: INE247G01024|SECTOR: Computers - Software - Training
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CORE Education & Technologies is not traded in the last 30 days
CORE Education & Technologies is not traded in the last 30 days
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Directors Report Year End : Mar '15    « Mar 14
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
Source : Dion Global Solutions Limited
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