Your Directors have pleasure in presenting the 26th Annual Report on business andoperations of your Company along with the audited financial statements for the year ended31 March 2011.
RESULTS OF OPERATIONS
( in Million)
| || |
| ||2010-11 ||2009-10 ||2010-11 ||2009-10 |
|Income from Operations ||10,912.29 ||8,469.81 ||5,155.92 ||4,179.52 |
|Other Income ||155.76 ||89.38 ||142.59 ||85.78 |
|Variation in Inventory ||444.44 ||95.64 ||107.84 ||138.34 |
|Expenses ||8,793.86 ||6,578.82 ||3,886.04 ||3,041.99 |
|Profit Before tax ||2,718.62 ||2,076.00 ||1,520.31 ||1,361.65 |
|Less: Provision for tax (current) ||447.35 ||332.27 ||262.13 ||221.72 |
|Provision for tax (deferred) ||21.17 ||21.50 ||21.17 ||21.50 |
|Profit after Tax ||2,250.1 1 ||1,722.24 ||1,237.01 ||1,118.43 |
|Add: Balance B/F from Previous Year ||3,832.94 ||2,301.07 ||2,124.04 ||1,195.98 |
|Excess/Short Provision for Earlier years ||- ||(5.65) ||- ||(5.65) |
|Profit Available for appropriations ||6,083.05 ||4,017.66 ||3,361.05 ||2,308.76 |
|Debenture Redemption Reserve ||0.35 ||- ||0.35 ||- |
|Transfer to General Reserve ||125.00 ||112.00 ||125.00 ||112.00 |
|Proposed Dividend ||65.49 ||62.16 ||65.49 ||62.16 |
|Provision for Taxes on Dividends ||13.05 ||10.56 ||13.05 ||10.56 |
|Balance C/F to Balance Sheet ||5,879.16 ||3,832.94 ||3,157.16 ||2,124.04 |
The growth during the year under review was satisfactory. On a consolidated basis, yourCompany achieved a Total Operating Income of ? 10,912.29 million registering a growth of28.84% as compared to 8,469.81 million during the previous financial year. Similarly,Profit Before Tax was 2,718.62 million with a growth of 30.95% as compared to 2,076.00million during the previous financial year. Profit After Tax was 2,250.11 million with agrowth of 30.65% as compared to 1,722.24 million during the previous financial year.
Dividends & Appropriations: Your Company follows a policy of paying stable dividendlinked to consistent performance, while at the same time keeping in view the need tofinance growth plans through internal accruals. Your Directors are pleased to recommend adividend of 30% of the paid up capital i.e. Re. 0.60 per equity share, subject to theapproval of the members to be paid:
(i) to those beneficial owners, holding shares in electronic form, whose name appear inthe statement of beneficial owners furnished by the Depositories to the Company as at theclose of business hours on 3 August 2011.
(ii) to those Equity Shareholders, holding shares in physical form, whose names appearon the Register of Members of the Company at the close of business hours on 3 August 2011after giving effect to all valid transfers in physical form lodged with the Company or itsRegistrar and Share Transfer Agent till 3 August 2011.
The dividend above, if approved by the members would involve a cash outflow of 66.28million (as on the date of this report) and dividend tax of 13.05 million.
The Register of Members shall be closed from 4 August 2011 to 11 August 2011 (both daysinclusive), for the purposes of payment of dividend and for the Annual General Meetingproposed to be held on 11 August 2011.
Transfer to Reserves:
The Company proposes to transfer 125.00 million. (Previous year 112.00 million) to theGeneral Reserve. An amount of 5,879.16 million (Previous year 3832.94 million) has beenproposed to be retained in the Profit and Loss Account on consolidated basis.
A major milestone in the history of the Company was recorded by bagging one of thelargest education projects valued approximately 2,950 million from the State of Haryanafor implementing ICT (Information & Communication Technology) covering 2,622 schoolswhich will benefit 5 million students across 21 districts in that State. This project isexpected to augment the focus of the Government to improve the quality of education inschools by ushering in enhanced use of technology. The project envisages use of computersand bio-metric devices to enhance delivery of quality education in the schools and tomonitor student and teacher performances. We will also develop software to supportmonitoring and evaluation of teachers and students for the State's Education Departmentincluding asset and maintenance management system and help desk facility at the Statelevel.
Our Company has also bagged a contract from the Govt. of Maharashtra under theICT@Schools Phase 2 program covering 947 schools across the three districts of Mumbai,Pune and Kolhapur. The contract, which will extend over a period of 5 years from the dateof its commencement, is valued at 1,200 million.
We also successfully commissioned the ICT project with the State of Nagaland.
Another project with the Government of Gujarat was signed for implementing ComputerAided Learning (CAL) for 645 Schools valued at about 264 million covering 645 schoolsacross south Gujarat for a period of 5 years. This project involves setting up ComputerAided Learning in Secondary and Higher Secondary schools and supply of hardware, software,manpower services including Teachers' Training and maintenance of systems.
We also signed a contract for providing Child Tracking System (CTS) with the AssamState Government under the Axom Sarba Siksha Abhijan Mission. The project includesproviding bi-lingual CTS application and supply of ICR survey forms, household surveytraining, converting the data digitally and providing support and maintenance for 1 year.
Similarly, we have entered into a contract with the Government of Tripura to provide aLearning Management System (LMS) and for developing 100 hours of content in English andBengali.
CORE K12 Schools
We are initiating many activities under this domain with many small projects beingimplemented with quality products and solutions. This is a major step for the Company tocreate its niche in the domestic market, by leveraging its overseas experience andexpertise. We have undertaken a pilot project for implementing school ERP and maintenancefor Navodaya Vidhyalaya Samiti, under the Ministry of HRD, Department of Education.
We are commissioning a pilot project for Kendriya Vidyalaya Sangathan for implementingQuality Improvement Programs and School ERP products, implementing Assessment Centre andproviding e-learning contents for 25 Kendriya Vidyalayas. Similar products and servicesare also provided to Navodaya Vidyalaya Samiti, under the Ministry of HRD covering 64schools.
We plan to establish a chain of CORE K12 schools in next few years. These schools willbe established in accordance with existing regulations and affiliated to various streamslike IB, ICSE, CBSE, etc. These schools would aim to provide quality education clubbedwith special focus on sports, arts and other activities, which would not only enable thestudents for preparing themselves for better prospects' in their career but also toexplore the students' hidden talent.
CORE Higher Education
We were awarded a contract by the National Project Implementation Unit (NPIU), underthe ministry of HRD for providing MIS for monitoring technical education qualityimprovement program for 200 Engineering Colleges, setting up data center for hosting MIS,provide MIS training for 1,200 users and maintenance for 5 years.
Similar to the schools, we also plan to establish private universities for ManagementStudies, Engineering & Technical. With the passing of Private Universities Bill bysome States, we believe, this would be another big opportunity for CORE to help thestudents to imbibe quality higher education.
CORE Skill Development: Vocational Training:
Vocational Training is another area gaining thrust worldwide with several ministriescoming out with various schemes in vocational training for unemployment remediation andmeeting the industry's needs for skilled man-power. This is another important area offocus for CORE as we move forward.
Under the vocational training initiatives, your Company received a mandate to assistthe Delhi Police to equip its personnel with latest IT Skills for approximately 2000policemen with the basics of IT. This initiative will be a part of Crime & CriminalTracking Network & System (CCTNS) program which Delhi Police has undertaken to curbcrime in the city. The CCTNS is a comprehensive system designed to facilitate collection,storage, retrieval, analysis, transfer and sharing of data and information between policestations and the State and Central Police Organisation.
The Company also signed MOU with Gujarat Knowledge Society to impart job-oriented skillup-gradation courses to students from various disciplines in colleges across Ahmedabad andSurat districts. This is a significant step towards educating and enhancing the employmentpotential of youth in Gujarat. The courses will be offered across 18 verticals covering400 colleges to cater to a student population of about 100,000. We also received approvalfrom the Ministry of Higher & Technical Education, Maharashtra, for establishingIndustrial Training Center (ITC) in Navi Mumbai. This initiative will focus towards skillcapacity building and plans to address the challenges of skilled manpower in the countryby producing trained workforce through a delivery mechanism for industry relevant trainingprograms. The courses to be provided will follow the National Council for VocationalTraining (NCVT) in accordance with the guidelines issued by the respective Governments.
Teachers' Training, Capacity Building: Your Company has already signed a MOU withthe University of Oxford for enabling Teachers Capacity Building and for Training Teachersin India. This path breaking collaboration with the University of Oxford is very criticaland crucial for the success of the Sarva Shiksha Abhiyaan (SSA), the Rashtriya MadhyamikShiksha Abhiyaan (RMSA) and the Model Schools Programs, the main initiatives for improvingeducation in the country, by the Government of India. This enables your Company to have afirst mover advantage to tap a significant market share which is stated to be USD onebillion. This collaboration with Oxford University is the first ever private sectorinitiative in the field of teacher enablement in India. The Company has already commencedleveraging this association in the domestic market and will see more developments in thisregard in the immediate future.
During the year under review, CORE Education & Consulting Solutions Inc., USA, oneof our main wholly owned subsidiarIes in the US reported a turnover of USD 125.87 (?5,725.33 million) showing an increase of 19.65% over the previous year. Profit After Taxwas USD 16.95 million ( 771.07 million) showing an increase of 41.40% over the previousyear.
Acquisition of TSI:
Going ahead with the trend of inorganic growth, during the year under review theCompany through its subsidiaries in the US acquired Technical Systems Integrators LLC(TSI), a Georgia based Education Solutions Company and Keenan, Keenan & AssociatesInc., and a New York based Education Consulting Company.
TSI, in operation since 2002, provides Education Solutions and IT services, withprimary focus on the sales, delivery, installation and management of advanced technologyassets towards the K-12 and Higher Education markets. TSI assists customers in CloudComputing, Virtualization, selecting systems, designing networks, integrating witheducational infrastructure, planning and managing networks and other infrastructureprojects from concept to completion.
The Company is also into providing Asset Recovery and Disaster Recovery Solutions tothe Education sector. The delivery of world class solutions is enabled by TSI'spartnerships and alliances with companies like Cisco, Dell, Intel, Microsoft, Nortel andMontana State University. TSI is also certified with Solution Providers like J D Edwards,SAP, Oracle and PeopleSoft, enabling seamless delivery of solutions across the entirefunctional spectrum of its customers. TSI is both a reseller of hardware products and amajor provider of services to Dell and Dell clients. TSI has been a major part of thefoundation for our strategy.
TSI's focus on the K-12 and Higher Education markets covers 100 districts across 25States in the US, including California, Florida, Maine, Montana, South Dakota, Texas andVirginia. From the University of Georgia, to Kaplan University in eight states, to thestate of Oregon school system, the customer base exceeds 500 educational institutions andcompanies.
Acquisition of Keenan & Keenan Group: Keenan, Keenan & Associates Inc., basedin New York, and operating under the business name 'The Employment Store', together withPartners4Growth Inc., provides highly skilled and specialized resources, with primaryfocus on providing trained consultants and staff to educational institutions. The Companyoffers a range of services such as Project Management, High Technology Services, BusinessConsulting, Process Re-engineering, Special Education Consulting, Para ProfessionalConsulting and Adjunct Services like Logistics, Transportation Management and NutritionManagement.
In operation since 1981, the firm supervises the activities of as many as 500 activeconsultants in a wide range of K-12 and Higher Education Institutions and other businesscorporations. Prominent Education Clients of Keenan Group includes University ofRochester, Eastman School of Music, University of Rochester School of Medicine andDentistry, Rochester Institute of Technology, National Technical Institute for the Deaf,State University of New York Geneseo, Rochester City School District, VWR International(The US's leading distributor of scientific supplies, lab ware and educational aids to K12and Higher Ed). KKG also serves a number of key clients in other verticals, such ashealthcare and pharmaceuticals.
During the year under review, CORE Educaton & Consulting Solutions Inc, UK, one ofour main Wholly Owned Subsidiaries in the UK, reported a turnover of GBP 6.87 million (488.15 million) showing an increase of 9.31% over the previous year. Profit After Tax wasGBP 1.33 million ( 94.42 million) showing an increase of 36.13% over the previous year.
In May 2011, the UK subsidiary acquired ITN Mark Education Ltd.; a UK based EducationSolutions Company which is a national provider of supply teachers and teaching assistants.It contributes towards the ultimate goal of making teaching globally competitive in eachand every sector and is focused on imparting industry relevant training to the teachers.ITN is one of the leading providers of supply teachers and teaching assistants in England& Wales to primary and secondary schools. It also provides educational consultingservices to academies and local authorities. It is 8th largest in size with a 5% marketshare of a total market of GBP 430 million (supply teachers and teaching assistantbusiness). It also has a specialized Educational Consultancy Services division that workswith larger client groups such as education authorities, school clusters, academies,private sector education providers and a range of other educational institutes.
ITN Mark was acquired from Ochre House Limited, the recruitment outsourcing and talentmanagement business backed by NBGI Private Equity.Changes in
Authorised Share Capital:
The Authorised share capital of the Company was increased from 300 million (comprisingof 150 million equity shares of 2 each) to 500 million (comprising of 250 million equityshares of 2 each) at the previous Annual General Meeting.
Allotment of equity shares against conversion of Warrants:
Pursuant to the approval received from the members at the Extra Ordinary GeneralMeeting of the Company held on 31 October 2009, the Company in accordance and compliancewith the Securities & Exchange Board of India Issue of Capital and DisclosureRegulation, 2009, issued and allotted on preferential basis,1,00,00,000 (One crore)Warrants to CORE Infrapower Limited, forming the part of Promoter Group entitling theWarrant-holder to apply for equivalent number of equity shares of 2/- each at a price of185/- per share (including a premium of 183/- per share) to be exercised over a period of18 months from the date of its allotment. In the previous year 2009-10, 48,00,000 sharesof 2/- each were allotted on exercise of the equivalent number of Warrants and during theyear under review, the balance Warrants constituting 52,00,000 were exercised andequivalent number of shares of 2/- each were allotted, to the said entity. With this allthe outstanding warrants were fully exercised and against which equivalent number ofequity shares were allotted.
Allotment of equity shares against conversion of Foreign Currency Convertible Bonds('FCCBs'):
The Company had issued USD 80 million Zero Coupon Foreign Currency Convertible Bonds('FCCB') vide offering circular dated 8 April 2007. As on 1 April 2010, out of the totalissue of USD 80 Million Zero Coupon FCCB's bonds worth USD 10 million were outstanding forconversion. During the year under review the entire outstanding FCCB's aggregating USD 10million were converted and the Company allotted 4,926,380 equity shares of 2 each at apremium of 80.86 per equity share. With this allotment, the entire issue of USD 80 millionZero Coupon Foreign Currency Convertible Bonds, were fully converted.
Pursuant to the approval received from the Members at the 24th AGM held on 24 September2009. The company had launched and priced the issue of USD 60 Million 7% Convertible Bondswith an upsize option of USD 15 million, convertible into ordinary / equity shares of theCompany. The issue was fully subscribed and closed on 6 May 2010, with an aggregate issueof USD 75 million. The Bonds mature over a period of 5 years and 1 day with the maturitydate 7 May 2015. The Bonds carry YTM and coupon of 7% p.a. The initial conversion price ofthe said bonds, was fixed at 10% premium over the reference share price of 247.09calculated in accordance with the applicable rule and regulations governing the issue,under the guidelines issued by the Reserve Bank of India and the Securities and ExchangeBoard of India in this regard, which works out to 271.80. The fixed exchange rate for theissue was USD 1 = 44.43. During the year under review, bonds worth USD 217,000 wereconverted against which the Company had allotted 35,472 equity shares of 2 each at apremium of 269.80 per equity share. As on 31 March 2011 the end of the year,USD 74,783,000bonds were outstanding for conversion. However during the period from 1 April 2011 tillthe date of this report the Company had further allotted 1,209,645 equity shares of 2 eachagainst the conversion of USD 7,400,000 bonds at the applicable premium with bonds worthUSD 67,383,000 outstanding as on the date of this report.
CORE Employee Stock Option Scheme:
The Company introduced and implemented the CORE Employee Stock Option Scheme (theScheme) in CORE ESOS 2007 and CORE ESOS 2009, in accordance with the Securities andExchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999 (the Guidelines). The detailed disclosure required under the relevantguidelines is attached herewith and forms part of this report.
During the year, 272,173 equity shares under CORE ESOS 2007 and 115,320 equity sharesunder CORE ESOS 2009, were allotted to the eligible employees/ Director.
Considering all the allotments above, during the year 2010 - 2011, the paid-up sharecapital of your Company stands increased from 197,192,582/-comprising 98,596,291 equityshares of 2/- each to 218,291,272/- comprising 109,145,636 equity shares of 2/- each.
SUBSIDIARY COMPANIES AND PARTICULARS REQUIRED UNDER SECTION 212 OF THE COMPANIES ACT,1956
Being a global corporate entity, your Directors believe that the Consolidated Resultsrepresent the performance of the Company in a more comprehensive manner as compared to thestand alone operations. In view of that and also as required under the Listing Agreementswith the Stock Exchanges, a Consolidated Financial Statement of the Company and all itssubsidiaries are attached and forms part of this report. The Consolidated FinancialStatement has been prepared in accordance with applicable Accounting Standards issued byThe Institute of Chartered Accountants of India. Details of the subsidiary companies arediscussed in the Management Discussion & Analysis, forming part of this report.
As per the provisions of Section 212 of the Companies Act, 1956 (herein after referredto 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.Government of India (Ministry of Corporate Affairs), vide General Circular 2/2011 dated 8February 2011 has granted general exemption to all the companies from attaching to itsBalance Sheet, the individual Annual Reports of all its subsidiary companies, as requiredunder Section 212 of the Act, subject to Board approval and fulfillment of certain otherconditions.
Your Directors believe that the audited Consolidated Accounts present a full and fairpicture of the state of affairs and financial conditions of the Company and itssubsidiaries, as is done globally. A statement pursuant to Section 212 of the CompaniesAct, 1956 relating to the Company's interest in subsidiaries is attached to the financialstatement and forms part of this Report. The annual accounts of these subsidiaries and therelated detailed information will be made available to any Member of the Company seekingsuch information and are also available for inspection by any Member of the Company at theRegistered Office of the Company.
BOARD OF DIRECTORS
As mandated by the Board, Mr. Sanjeev Mansotra, accepted greater responsibilities asthe Chairman & Global CEO of the CORE Group and stepped down from the post of ManagingDirector of the Company, with effect from 1 April, 2011, which will entail and necessitateextensive travel across the Middle East, Asia-Pacific and the African region and othercontinents to explore business opportunities. Mr Mansotra continues to be the Chairman ofthe Board.
Prof. Nigavekar was appointed as an Additional Director by the Board on 15 April, 2011.At the recommendation of the Remuneration / Compensation Committee, the Board approvedappointment of Prof. Arun Nigavekar as an Executive Director of the Company, at the Boardmeeting held on 26 May, 2011. Resolutions proposing appointment of Prof. Nigavekar as anExecutive Director of the Company and the terms of his appointment have been included inthe notice convening the 26th Annual General Meeting of the Company for yourConsideration.
Ms. Maya Sinha is in association with the company since 14 May, 2010. At therecommendation of Remuneration / Compensation Committee, the Board approved appointment ofMs. Maya Sinha, as an Executive Director of the Company, at the Board meeting held on 10June, 2011. Resolution proposing her appointment as an Executive Director of the Companyand the terms of her appointment has been included in the notice convening the 26th AnnualGeneral Meeting of the Company for your Consideration.
We believe that the Company will be immensely benefitted with the appointment of Prof.Nigavekar and Ms. Maya Sinha as Executive Directors of the Company with their expertise inthe areas of their operations.
Mr. K C Ganjwal, was appointed as an Additional Director in the Category ofNon-executive Independent Director with effect from 26 June, 2011. A notice in writingunder Section 257 of the Companies Act, 1956, has been received from a shareholdersignifying the intention to propose Mr. K C Ganjwal, as a candidate for the office ofDirector. The proposed resolution has been included in the notice convening the 26thAnnual General Meeting of the Company for your consideration.
In accordance with the provisions of the Act and the Articles of Association of yourCompany, Mr. Harihar Iyer & Mr. Naresh Sharma, Directors of your Company, are retiringby rotation at the ensuing Annual General Meeting of the Company and being eligible offerthemselves for re-appointment, at the said Meeting.
Brief resume of the Directors proposed to be appointed, reappointed, nature of hisexpertise in specific functional areas and names of companies in which they holddirectorships and memberships/chairmanships of Board Committees, as stipulated in Clause49 of the Listing agreement with the stock exchanges are provided in the report onCorporate Governance forming part of the annual report.
Directors' Responsibility Statement:
Pursuant to the requirement under section 217(2AA) of the Act, with respect toDirector's Responsibility Statement, it is hereby confirmed:
(a) that in preparation of the Annual Accounts, the applicable accounting standardshave been followed and that no material departures have been made from the same;
(b) that they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the year;
(c) that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) that they have prepared the annual accounts on a going concern basis.
HUMAN RESOURCE MANAGEMENT:
COREans are the key resources of our company. The company has been able to create andcontinuously improve a favorable work environment that keeps engaging employees acrosslevels.
Our HR is also actively involved in organizing other significant and well receivedemployee engagement initiatives viz. CORE Cricket Premium League, CORE FootballTournament, CORE Annual Table Tennis and Carrom Tournament. We also celebrate Culturalevent on various occasion on Independence Day - 'Colours of India', Picnics, Women's DayCelebrations etc.
To connect our employees in the CORE family across the globe, we started and launched'CORE Connect', a bi-monthly magazine to share experience and other happenings across allour offices. This is an exciting platform that connects all the COREans on the latesthappenings in CORE across the globe.
As the journey continues, CORE's HR policies and processes continues to be aligned toeffectively drive its expanding businesses at a global level and make inroads intoemerging opportunities. Initiatives further planned at reaching out to employees acrosslevels as well as locations through training and engaging initiatives. Our human resourcesmanagement process continuously keeps in pace with our business and we keep attracting andretaining high caliber employees.
With the aim of creating a sense of ownership among the employees within theorganization, the Company has been introducing Employee Stock Option Scheme from time totime to reward the employees. The first scheme was introduced in 2007 and in 2009 anothersuch scheme was introduced. The schemes are in accordance with the existing guidelinesissued by the Securities and Exchange Board of India as amended from time to time.
Company has been assigned A1 rating by ICRA for short term borrowings indicatinghighest credit quality. The Company was also rated 'CARE A+' by Credit Analysis &Research Ltd. (CARE) for long term borrowings/debts.
Your Company continues to be an ISO 9001:2008 organization and also maintains CMMiLevel 3 certification and is upgrading itself for CMMi 5 level certification.
The Company endeavors to attain highest values of Corporate Standards. The Company hasadhered to the requirements set out by the Securities and Exchange Board of India'sCorporate Governance practices and has implemented all the stipulations prescribed, in theClause 49 of the Listing Agreement with Stock
Exchanges. The Report on Corporate Governance as stipulated under Clause 49 of theListing Agreement forms part of the Annual Report.
The Chairman's declaration regarding compliance with CPTL Code of Conduct for Directorsand 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 underClause 49 of the Listing Agreement with the Stock Exchanges is presented as a separatesection 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 theconclusion of the ensuing Annual General Meeting and are eligible for re-appointment.
The Company has received confirmations from the auditors to the effect that theirre-appointment, if made would be within the prescribed limits under Section 224(1B) of theCompanies Act, 1956 and that they are not disqualified for such reappointment within themeaning of Section 226 of the said Act.
The notes to Accounts referred to in the Auditor's Report are self-explanatory andtherefore do not call for any further Comments.
The Company has not accepted any deposits from the public within the meaning of Section58A of the Act and as such, no amount of principal or interest was outstanding on the dateof the Balance Sheet.
In terms of the provisions of Section 217(2A) of the Act, read with (Particulars ofEmployees) Rules 1975 as amended, the names and other particulars of employees forms partof 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 ofthe Company and others entitled thereto. Any member interested in obtaining suchparticulars 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, foreignexchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956read 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 EEDUCATION PROECTION FUND (IEPF):
During the year there were no amounts which remained unpaid / unclaimed for a period of7 years and which were required to be transferred by the Company to the Investor Educationand Protection Fund established by the Central Government pursuant to Section 205C of theCompanies Act, 1956.
We thank our customers, investors, bankers and other stakeholders for their continuedsupport during the year. We place on record our sincere appreciation of the contributionmade by employees at all levels. Our consistent growth was made possible by their hardwork, solidarity, cooperation and support and look forward to their continued support.
| ||For and on behalf of the Board |
|Place: Mumbai ||Sanjeev Mansotra |
|Date: 10 June 2011 ||Chairman |
Annexure to Directors' Report
Particulars pursuant to Companies (Disclosure of Particulars in the Report of the Boardof Directors) Rules 1988:
A) Details on Conservation of Energy
Though the operations of your Company are not energy-intensive, significant measuresare taken to reduce energy consumption. We constantly evaluate new technologies and investto make our infrastructure more energy-efficient.
Some of the energy efficient practices adopted across the facilities of the Company toreduce consumption of power are:
- Installation of energy efficient lighting.
- Use of energy efficient computers and by purchasing energy-efficient equipment.
- Energy monitor and controlling system.
- Incorporating new technologies in the air-conditioning systems at all upcomingfacilities to optimize power conservation.
- Identification and replacement of outdated and low-efficient UPS systems in a phasedmanner.
- Installation of LCD monitors (Energy Efficient) in place of normal CRT monitors,therby saving energy.
- Turning of lights in all floors when COREans are not working.
- Turning off the air conditioners during non peak hours and on weekends.
- Toughened glass windows to reduce infrared radiation.
- Effective management of ventilation to ensure acceptable air quality.
Our strategy to adopt the best practices, latest technologies and high levels ofefficiency in our operations will help us build an environment where energy is conserved.
B) Technology Absorption & Research & Developments
Research and Development for new solutions and services, designs, frameworks,processes, and methodologies continue to be of top priority for us. This allows us toenhance quality, productivity and customer satisfaction through continuous innovation. TheCompany believes that technological obsolescence is a reality. Only progressive researchand development will help us to accomplish future challenges and opportunities. We investand encourage continuous innovation.
C) Foreign Exchange Earnings & Outgo:
The Company continued to be net foreign earner during the year.
Total foreign exchange earned by the Company during the year under review was 1,777.06million as compared to 1,569.51 million during the previous year.
Total foreign exchange outflow during the year under review was 257.97 million asagainst 14.99 million during the previous year.
Disclosure pursuant to the provisions of Securities and Exchange Board of India
(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ason 31 March 2011
| || |
Scheme-1 : ESOS 2007
Scheme-2 : ESOS 2009
|1. Date of grant ||14.06.2007 ||13.03.2008 ||22.05.2008 ||27.06.2008 ||31.07.2008 ||15.10.2009 ||12.08.2010 ||11.11.2010 ||11.02.2011 |
|2. Options granted ||1,421,500 ||1,179,340 ||170,690 ||77,960 ||109,755 ||4,200,000 ||978,000 ||351,000 ||474,000 |
|3. Pricing Formula || |
Exercise price shall be the latest available closing market price of the Equity Shares of the Company on BSE or NSE, where the highest volume of shares are traded, prior to the date of grant.
|4. Price of the share in market at the time of option grant ||136.80 ||204.85 ||222.75 ||181.45 ||214.70 ||192.00 ||261.90 ||306.30 ||267.50 |
|5. Outstanding options as at 1st April, 2010 (Nos.) ||708,790 ||532,145 ||122,890 ||17,500 ||34,255 ||3,783,500 ||N.A. ||N.A. ||N.A. |
|6. Options granted during the year ended 31 March 2011 (Nos.) ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||978,000 ||351,000 ||474,000 |
|7. Options vested during the year ended 31 March 2011 (Nos.) ||179,122 ||234,054 ||60,045 ||7,500 ||14,978 ||2,143,599 ||Nil ||Nil ||Nil |
|8. Options exercised during the year ended 31 March 2011 (Nos.) ||251,561 ||7,161 ||3,100 ||10,076 ||275 ||115,320 ||Nil ||Nil ||Nil |
|9. Total no. of shares arising as a result of exercise of options (Nos.) ||251,561 ||7,161 ||3,100 ||10,076 ||275 ||115,320 ||Nil ||Nil ||Nil |
|10. Options lapsed / surrendered during the year ended 31 March 2011 (Nos.) ||98,522 ||109,890 ||8,400 ||2,274 ||4,300 ||692,025 ||205,500 ||31,000 ||17,000 |
|11. Options in force as at 31 March 2011 (Nos.) ||358,707 ||415,094 ||111,390 ||5,150 ||29,680 ||2,976,155 ||772,500 ||320,000 ||457,000 |
|12. Variation of terms of options ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil |
|13. Money realised by exercise of options ||34,413,544.80 ||1,466,930.85 ||690,525.00 ||1,828,290.20 ||59,042.50 ||22,141,440.00 ||Nil ||Nil ||Nil |
|14. Employee wise details of options granted to: || || || || || || || || || |
|i) Senior Managerial Personnel ||Refer Note 2 ||Refer Note 2 ||Refer Note 2 ||Refer Note 2 ||Refer Note 2 ||Refer Note 2 ||Refer Note 2 ||Refer Note 2 ||Refer Note 2 |
|ii) Employees receiving 5% or more of the total number of options granted during the year ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil |
|iii) Employees granted options equal to or exceeding 1 % of the issued capital ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil |
|15 Diluted EPS on issue of shares on exercise calculated in accordance with AS 20 || || || || || || || || || |
|i) Method of calculation of employee compensation cost ||Intrinsic Value Method || || || || || || || || |
|ii) Difference between the employee compensation cost so computed (i) above and the employee compensation cost that shall have been recognized if fair value of options had been used. ||206,507,908 || || || || || || || || |
|iii) The impact of the difference on profits and EPS of the Company if fair value of options had been used for accounting Employee Options ||Proforma Profit 1,030,504,097 and Proforma Basic EPS ? 9.98 || || || || || || || || |
|16 Weighted-average exercise prices and weighted-average fair value of options, exercise price of which is less than the market price on the date of grant shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock || || || || || || || || || |
|i) Weighted average exercise price (?) ||136.80 ||204.85 ||222.75 ||181.45 ||214.70 ||192.00 ||261.90 ||306.30 ||267.50 |
|ii) Weighted average fair value (?) ||72.76 ||108.95 ||101.35 ||83.88 ||105.34 ||Type A- 115.37 ||TypeA- 105.17 ||Type C - 119.18 ||Type C - 122.76 |
| || || || || || ||Type B- 115.37 ||Type C - 109.71 || || |
| || || || || || ||Type C - 118.76 || || || |
|17 Significant assumptions used to estimate fair values of options granted during the year || || || || || || || || || |
| || || || || || || || || || |
|i) Risk free interest rate(%) ||7.81 ||7.81 ||7.67 ||8.65 ||9.09 ||7.24 ||7.44 ||7.69 ||7.75 |
|ii) Expected life (years) ||5 ||5 ||5 ||5 ||5 ||5 ||5 ||5 ||5 |
|iii) Expected volatility(%) ||54.00 ||54.00 ||46.23 ||46.23 ||46.23 ||73.64 ||36.98 ||31.91 ||33.13 |
|iv) Dividend yield(%) ||0.10 ||0.10 ||0.10 ||0.10 ||0.10 ||0.51 ||0.33 ||0.33 ||0.33 |
Note: The details of options granted to Senior Managerial Personnel under various ESOSsof the Company are given as under :
|Name of Senior Managerial Personnel || |
No. of Stock Options Granted
| || |
Scheme-1 : ESOS 2007
Scheme-2 : ESOS 2009
|Grant Date ||14-Jun-10 ||13-Mar-08 ||22-May-08 ||27-Jun-08 ||31-Jul-08 ||15-Oct-09 ||12-Aug-10 |
|Mr. Prakash Gupta ||80,000 ||20,000 ||Nil ||Nil ||Nil ||110,000 ||Nil |
|Mr. Kevin Howell ||Nil ||Nil ||Nil ||Nil ||Nil ||100,000 ||Nil |
|Mr. Shekhar Iyer ||40,000 ||Nil ||Nil ||Nil ||Nil ||60,000 ||Nil |
|Mr. Sanjay Minocha ||40,000 ||Nil ||Nil ||Nil ||Nil ||57,500 ||Nil |
|Mr. Vijay Kumar Malik ||Nil ||Nil ||Nil ||Nil ||Nil ||50,000 ||Nil |
|Mr. James Ashby ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||50,000 |
|Mr. Bill Wallet ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||50,000 |
|Mr. Robert Collins ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||50,000 |
|Mr. Diane Bean ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||40,000 |