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 – 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 – 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 – 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. |