(i) Contingent Liabilities
(Rs. in million)
(a) Sl. No. Particulars As at 31st
March 2011
a. Guarantees issued by banks on behalf of the Company 691.59
(743.27)
b. Corporate guarantee given to bank for secured loan
to third party 9,150.00
(6,650.00)
c. Corporate guarantee given to bank for secured loan
& debenture to Subsidiaries 8,187.65
(7,197.94)
d. Premium on redemption of US$ 80 million Zero
Coupon Foreign Currency Convertible Bonds Due 2012 1,440.11
(1,455.91)
e. Taxes under adjudication/appeal 64.27
(-)
f. Assignment of debtors with Limited Recourse Option 600.00
(-)
(Previous year figures are given in parenthesis.)
Notes:
1. The loan outstanding to banks against the corporate guarantee in
point no. (b) above as on 31st March, 2011 is Rs.8,062.60 million
(Previous year Rs.6,640.00 million).
2. The loan & Debenture outstanding against the corporate guarantee in
point no. (c) above as on 31st March, 2011 is Rs.7,483.53 million
(Previous year Rs.4,485.65 million).
3. Future outflows in respect of (b) will arise on crystallization and
demand made by bank, and in respect of (d) on redemption of the bonds
on the maturity date, if not converted before the maturity date as per
the terms of issue of FCCB.
4. Future outflow in respect of point (e) will arise on adjudication
of the cases. The Company has paid Rs.16.88 million under protest
against demands raised by tax authorities.
5. The Company does not expect any cash outflows in respect of (a),
(b), (c) & (f).
b. The Company has given comfort letter to Pearson Singapore Pte
Limited, Singapore to indemnify, against any loss suffered by it due to
failure to comply factually and punctually its obligations under Share
Purchase Agreement. The amount pertaining to comfort letter has not
been included in above.
(ii) Capital Commitments
Estimated amount of contracts remaining to be executed on capital
account and not provided for (net of advances) Rs. Nil (Previous year
Rs.4.39 million).
(iii) US$ 80 Million Zero Coupon Foreign Currency Convertible Bonds
In 2007, the Company had issued at par 5-year, Zero Coupon Foreign
Currency Convertible Bonds (FCCB) at an exercise price of Rs.2,949.83
per share aggregating to US $ 80 million (Rs.3,237.60 million as on the
date of issue) for financing overseas acquisition, capital expenditure
and other expenditure as per RBI regulation. Out of the US $ 80 million
Zero Coupon Foreign Currency Convertible Bonds (FCCB) aggregating to US
$ 1.5 million have been converted into equity shares leading to
increase in the capital base by 20,710 Equity Shares and all the
proceeds out of US$ 80 million bonds have been utilized as per the
terms of the offering of FCCB and as on 31st March, 2011 USD 78.5
million were outstanding.
(iv) Employees Stock Option Scheme
(a) Pursuant to shareholder resolution dated 24th August, 2006, the
Company introduced Educomp Employees Stock Option Scheme 2006 which
provides for the issue of 31,25,000 equity shares to employees of the
Company and its subsidiaries. The option vesting period was initially
for five years from the date of award of option to employees at an
exercise price approved by the remuneration committee. However the
vesting period was increased to seven years as per the shareholders
approval dated 13th September, 2007. Till date 29,79,420 Stock options
have been granted under this scheme.
All the above options are planned to be settled in equity at the time
of exercise and have maximum period of 7 years from the date of
respective grants.
(b) Pursuant to shareholder resolution dated 13th September, 2007, the
Company introduced Educomp Employees Stock Option Scheme 2007 which
provides for the issue of 10,00,000 equity shares to employees of the
Company and its subsidiaries. The option vesting period was initially
for seven years from the date of award of option to employees at an
exercise price approved by the remuneration committee. However, the
vesting period was increased to ten years as per the shareholders
approval dated 11th February, 2008. Till date 9,67,340 Stock options
have been granted.
All the above options are planned to be settled in equity at the time
of exercise and have maximum period of 10 years from the date of
respective grants.
(c) Pursuant to shareholder resolution dated 25th November, 2008, the
Company introduced Educomp Employees Stock Option Scheme 2008 which
provides for the issue of 12,50,000 equity shares to employees of the
Company and its subsidiaries. The option vesting period is Ten Years
from the date of award of option to employees at an exercise price
approved by the remuneration committee. Till date 12,17,600 stock
options have been granted.
All the above options are planned to be settled in equity at the time
of exercise and have maximum period of 10 years from the date of
respective grants.
(d) Pursuant to shareholder resolution dated 18th March, 2010, the
Company introduced Educomp Employees Stock Option Scheme 2010 which
provides for the issue of 10,00,000 equity shares to employees of the
Company and its subsidiaries. The option vesting period is Ten Years
from the date of award of option to employees at an exercise price
approved by the remuneration committee. Till date 9,71,750 stock
options have been granted.
All the above options are planned to be settled in equity at the time
of exercise and have maximum period of 10 years from the date of
respective grants.
(e) The discount rate is based upon the market yields available on
government bonds at the accounting date.
(f) The estimates of future salary increase, considered in actuarial
valuation, take account of inflation, seniority, promotion and other
relevant factors on long term basis.
(g) Estimated amounts of benefits payable within next year are:
- For gratuity Rs.22.26 milion (Previous year Rs.10.60 million)
- For leave encashment Rs.3.81 million (Previous year Rs.1.79 million)
(vii) Operating lease
(a) General description of lease terms:
i) Assets are taken on lease over a period of 2 to 10 years.
ii) Lease rentals are charged on the basis of agreed terms.
c. Assets given on lease:
i) General description of lease terms:
a) Assets are given on lease over a period of 2 to 3 years
b) Lease rentals are charged on the basis of agreed terms.
ii) The Company has given office space on sub lease. Other Income
includes income from operating lease of Rs.4.23 million (Previous year
Rs.4.19 million) under lease and hire income. The future minimum
Sublease payment expected to be received as on March 31, 2011 Rs.0.62
million (Previous year Rs.0.80 million).
(x) Related Party Disclosures:
As per Accounting Standard 18, the disclosures of transactions with
related parties as defined in Accounting Standard are given as below:
i) List of Related Parties & Relationships:
S. No. Name of Related PartyRelationship
1 Wheitstone Productions Pvt. Ltd. Subsidiary
2 Edumatics Corporation Inc., USA Companies
3 Educomp Learning Pvt. Ltd. (Direct & Indirect
4 Educomp Infrastructure & School Management Limited Holding)
5 Educomp School Management Ltd.
6 Educomp Learning Hour Pvt. Ltd.
7 Educomp Asia Pacific Pte Ltd., Singapore
8 Ask N Learn Pte Ltd., Singapore
9 Singapore Learning.com Pte Ltd., Singapore
10 Vidya Mandir Classes Ltd.
11 Pave Education Pte Ltd., Singapore
12 Wiz Learn Pte Ltd., Singapore
13 Authorgen Technologies Ltd.
14 Shikhya Solutions Inc., USA
15 Educomp Software Ltd.
16 Educomp Infrastructure Services Pvt. Ltd.
17 Educomp Professional Education Ltd.
18 Learning Internet Inc., U.S.A.
19 Educomp APAC Services Ltd., BVI
20 Savvica Inc. Canada
21 Euro Kids International Ltd.
22 Eurokids India Ltd.
23 Educomp Child Care Pvt Ltd.
24 Educomp Online Supplemental Service Ltd.
25 Educomp Intelprop Ventures Pte. Ltd., Singapore
26 Educomp Investment Management Ltd.
27 Falcate Builders Pvt. Ltd.
28 Newzone Infrastructure Pvt. Ltd.
29 Rockstrong Infratech Pvt. Ltd.
30 Reverie Infratech Pvt. Ltd.
31 Herold Infra Pvt. Ltd.
32 Growzone Infrastructure Pvt. Ltd.
33 Hidream Constructions Pvt. Ltd.
34 Leading Edge Infratech Pvt. Ltd.
35 Strotech Infrastruture Pvt. Ltd.
36 Markus Infrastructure Pvt. Ltd.
37 Orlando Builders Pvt. Ltd.
38 Crosshome Developers Pvt. Ltd.
39 Good Luck Structure Pvt. Ltd.
40 Evergreen Realtech Pvt. Ltd.
41 Zeta Buildcon Pvt. Ltd.
42 Onega Infrastructure Pvt. Ltd.
43 Grider Infratech Pvt. Ltd.
44 Boston Realtech Pvt. Ltd.
45 Modzex Infrastructure Pvt. Ltd.
46 Virtual Buildtech Pvt. Ltd.
47 Laservision Estates Pvt. Ltd.
48 Euro School International Ltd.
49 Euro School Properties & Infrastructure Ltd.
50 Knowledge Vistas Ltd.
51 Greycells18 Media Ltd. Associate
52 Gateforum Educational Services Pvt. Ltd.
53 Educomp Raffles Higher Education Ltd. Joint Venture of Direct
Subsidiary
54 Educomp Higher Initiatives Pte Ltd., Singapore
55 Mr. Shantanu Prakash
56 Mr. Jagdish Prakash
Key Managerial Personal
57 Learning Links Foundation
58 Learning Leadership Foundation
59 Education Quality Foundation of India
60 Richmond Educational society
61 Eduloans Corporations Pvt. Ltd.*
62 Indiacan Education Pvt. Ltd.
63 Millennium Infra developers Ltd.
64 A Plus Education Solutions Pvt. Ltd.
65 Lakshya Digital Pvt. Ltd.
Others having control (including subsidiary Of Joint Venture of
Subsidiary)
Material Related Party Transactions
Notes:
1. Includes Sales and services to:
Learning Link Foundation Rs.83.78 million (Previous year Rs.116.23
million) Learning Leadership Foundation Rs.35.52 million (Previous year
Rs.19.90 million) Educomp Raffles Higher Education Ltd Rs.32.31 million
(Previous year Rs.37.28 million) Educomp Infrastructure & School
Management Ltd. Rs.27.47 million (Previous year Rs.29.50 million)
AsknLearn Pte Ltd. Rs.12.21 million (Previous year Rs.30.90 million)
2. Includes Other Income From:
Educomp Infrastructure & School Management Ltd. Rs.58.10 million
(Previous year Rs. Nil)
Learning Leadership Foundation Rs.3.43 million (Previous year Rs.3.42
million). IndiaCan Education Pvt. Ltd. Rs.0.60 million (Previous year
Rs.1.99 million) Authrogen Technologies Ltd. Rs.2.48 million (Previous
year Rs.1.06 million)
3. Includes Reimbursement of Expenses:
Savvica Inc. Canada Rs. Nil (Previous year Rs.7.26 million)
IndiaCan Education Pvt. Ltd. Rs. Nil (Previous year Rs.23.27 million)
4. Includes Expenses:
IndiaCan Education Pvt. Ltd. Rs.20.03 million (Previous year Rs. Nil)
5. Loans and Advances (includes share application money) given relates
to: Indiacan Education Pvt. Ltd. Rs.0.13 million (Previous year
Rs.19.00 million)
Educomp Child Care Pvt. Ltd. Rs.2.71 million (Previous year Rs.12.72
million)
Educomp Infrastructure & School Management Ltd. Rs.250.00 million
(Previous year Rs. Nil)
Educomp Learning Hour Pvt. Ltd. Rs.52.18 million (Previous year Rs.
Nil)
Authorgen Technologies Ltd. Rs.40.31 million (Previous year Rs. Nil)
6. Includes purchase of Intangible Assets from:
Educomp Learning Pvt. Ltd Rs.30.90 million (Previous year Rs.32.14
million)
Authorgen Technologies Ltd. Rs.5.14 million (Previous year 3.32
million)
7. Represents investment made in:
Educomp Infrastructure & School Management Ltd. Rs.2,253.50 million
(Previous yearRs.4,897.50 million).
Educomp Professional Education Ltd. Rs.2,371.80 million (Previous year
Rs.262.97 million)
8. Includes transaction for the year mainly with:
Mr. Shantanu Prakash Rs.13.80 million (Previous year Rs.31.10 million)
Mr. Jagdish Prakash Rs.4.20 million (Previous year Rs.1.19 million)
9. Represents corporate Guarantee given to:
Educomp Asia Pacific Pte. Limited Rs.937.65 million (Previous year
Rs.947.94 million). However, the loan outstanding against the guarantee
of Rs.937.65 million isRs.876.03 million (Previous year Rs.885.65
million)
Educomp Infrastructure & School Management Ltd. Rs.7,250 million
(Previous yearRs.6,250.00 million). However, the loan and debentures
outstanding against the guarantee of Rs.7,250.00 million is Rs.6,607.50
million (Previous Year Rs.3,600.00 million)
10. Includes Rent paid to:
Educomp Learning Pvt. Ltd Rs.0.29 million (Previous year Rs.0.29
million)
Mr. Shantanu Prakash Rs.0.83 million (Previous year Rs.0.76 million)
11. Includes Sales of Business:
Educomp Child Care Pvt. Ltd. Rs. Nil (Previous year Rs.90.59)
IndiaCan Education Pvt. Ltd. Rs. Nil (Previous year Rs.215.45 million)
12. Includes Sales of Investments:
Educomp Online Supplemental Service Ltd. Rs.213.63 million (Previous
year Rs. Nil)
(xi) Segment Reporting
The Company has four segments: School Learning Solutions (comprising of
Smart Class & Edureach (ICT) business), K-12 Schools (comprising
preschools & high schools), Higher Learning Solutions (comprising of
vocational, higher education and professional development) and Online,
Supplemental & Global business.
In accordance with the provision of AS 17, the Company has business
segment as primary segment. As its Secondary Segment, the Company has
only one geographical segment having 10 per cent or more of enterprise
revenue from sales to external customers based on the geographical
location of its customers.
Revenue and expenses directly attributable to segments are reported
under each reportable segment. All other expenses, which are not
attributable or allocable to segments, have been disclosed as
un-allocable expenses.
Assets and liabilities that are directly attributable to segments are
disclosed under each reportable segment. All other assets and
liabilities are disclosed as un-allocable.
(xii) In accordance with Micro, Small and Medium Enterprises
Development Act, 2006 which comes into force with effect from October
2, 2006, the Company is required to identify the Micro, Small and
Medium suppliers and pay them interest on overdue beyond the specified
period irrespective of the terms agreed with the suppliers. The Company
has sent the written letters to all its vendors. However, in absence of
written response from all the vendors, the liability of interest, if
any cannot be reliably estimated. Management is of opinion that there
will be no liability in view of supplier profile of the Company.
(xxi) The previous year figures have been regrouped, rearranged and
reclassified wherever necessary to conform to current year
classification. |