CORPORATE GOVERNANCE REPORT
Securities and Exchange Board of India (SEBI) introduced a formal code of Corporate Governance through Clause 49 of the Listing Agreement executed by the Company with the Stock Exchanges in India. Clause 49 of the Listing Agreement lays down several corporate governance practices, which are to be adopted by the listed companies. The Corporate Governance Code has been periodically upgraded to ensure that the companies follow and put into practice the best possible governance in managing the affairs of the Company with greater responsibility and transparency. This report sets out the status of various compliances adopted by the Company as set out in Clause 49 during the financial year 2014-15. We believe good governance practices stem from the culture and mindset of the organization.
Over the years, governance processes, practices and systems have evolved at CORE to adopt the global standard practices. In addition to complying with statutory requirements, effective governance systems and practices, inter alia, towards transparency, disclosure, internal controls and promotion of ethics at work place have been institutionalized. Good governance is a continuing process and CORE reiterates its commitment to pursue and adopt global standards of Corporate Governance in the overall interest of the stakeholders.
Our Company is listed on the BSE Limited and the National Stock Exchange of India Limited in India and forms part of 'B' Group, S & P
BSE 500 Index on the BSE and CNX 500, CNX IT at the NSE. Report on Corporate Governance as per Clause 49 of the Listing Agreement is given hereunder:
1. Company's Philosophy on Code of Governance
At CORE, we believe that as we move forward of being global corporation, our corporate governance standards must also be globally benchmarked. Therefore we are committed to meet the aspiration of all our stake holders. This is reflected in the shareholders returns, credit ratings, governance practices, entrepreneurial and performance focused working environment.
The Board of Directors and the Management of your Company have adopted the following Code of Conduct:
1. To maintain the highest standards of transparency and professionalism in all aspects of decision and transactions.
2. To ensure that the core values of the Company are protected.
3. To ensure timely dissemination of all price sensitive information and other matters of interest to our stakeholders.
4. To ensure that the Board exercises its fiduciary responsibilities towards Shareholders, Creditors and other stakeholders.
5. To comply with such laws and regulations applicable to the Company.
6. To promote the interest of all stakeholders including customers, shareholders, employees, lenders, vendors and society.
Board of Directors
The Board of Directors along with its committees provides leadership and vision to the management and supervises the functioning of the Company. The composition of the Board is governed by the Listing Agreement executed with the Stock Exchange(s), the Companies Act, 1956 and the provisions of the Articles of Association of the Company. The Board has an optimum combination of Executive and Non-Executive Directors as on 31st March 2015. Currently, the Company has four members on the Board of which two members are Independent Directors, one Non-Executive Director and one Non Executive Chairman of the Board is Non-Executive Director of the Company.
We follow a self-certification process for ensuring that the criteria are fully met and the certificates are tabled before the Board.
None of the Directors on the Company's Board is a member of more than ten committees and Chairman of more than five committees across all the companies in which he or she is a Director. All the Directors have made necessary disclosures regarding Committee positions held by them in other companies. Also none of the Directors on board hold the office of Director in more than 15 public limited companies.
The requisite information as enumerated in Annexure IA to Clause 49 of the Listing Agreement is tabled before the Board for discussion and their consideration. The maximum time gap between two Board meetings did not exceed 4 months.
3. Board Committees
The Board of Directors' have constituted the Audit Committee, the Shareholders / Investors Grievance Committee, the Remuneration/ Compensation Committee, the Management Committee, the FCCB Committee and the Guarantee Committee. Each Committees' roles and responsibilities have been defined and specified by the Board.
During the year, the Committee had met 4 times on 10-06-2014,14-08-2014, 14-11-2014 and 14-02-2015. The Audit Committee Chairman attended the last Annual General Meeting.
Terms of Reference of the Audit Committee
1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgement by management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Disclosure of related party transactions.
g) Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval
a) Reviewing with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
6. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
7. Reviewing the adequacy of internal audit function, if any, including the structure of internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency on internal audit.
8. Discussion with internal auditors on any significant findings and follow up there on.
9. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.
12. Review the following information,
1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the audit committee), submitted by management;
3. Management letters/letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses.
The Audit Committee has the following powers:
- To investigate any activity within its terms of reference.
- To seek information from any employee.
- To obtain outside legal or other professional advice.
- To secure attendance of outsiders with relevant expertise, if it considers necessary.
B. Remuneration & Nomination Committee
The Remuneration/Compensation Committee renamed as Remuneration & Nomination Committee by the Board at its meeting held on 14th August, 2014 has been constituted to recommend and review remuneration of the Managing Director and Executive Directors and to review the appointments of Senior Management Personnel. The Committee has been further authorized to administer and supervise the Employee Stock Option Scheme implemented by the Company. The committee meets as and when required. During the year, committee met one time on 10-06-2014.
Currently the Remuneration & Nomination Committee is constituted
Brief Terms of Reference:
1. Make recommendations for appointment on the Board.
2. Recommend compensation payable to the Executive Directors and Senior Personnel
3. Review of HR Policies / initiatives.
4. Administer & supervise Employees Stock Option Schemes.
The remuneration policy approved by the Board of Directors, inter alia, provides for the following:
1. Salary & Commission not to exceed limits prescribed under the Companies Act, 1956.
2. No Sitting Fee to be paid for attending the Board / Committee meetings.
3. Promoter Director not eligible for participating in ESOS
1. Sitting Fee and Commission not to exceed the limits prescribed under the Companies Act, 1956.
2. Eligible for Commission based on time, effort and output given by them.
3. Eligible for ESOP (other than Promoter Director)
C. Stakeholders Relationship Committee
The Shareholders / Investors Grievance Committee is renamed as Stakeholders Relationship Committee by the Board at its Meeting held on 14th August, 2014. The Committee, inter alia approves issue of duplicate share certificates, oversees and reviews all matters connected with transfer of shares and allotment of shares under CORE ESOS and allotment of shares against conversion of FCCBs of the Company. The Committee also looks into redressal of investor complaints related to transfer of shares, non receipt of dividend and annual accounts etc. The Committee oversees the performance of the Registrar and Transfer agents of the Company. The Committee also monitors the implementation and compliance of the Company's Code of Conduct for Prohibition of Insider trading in pursuance of the SEBI (Prohibition of Insider Trading) Regulations 1992.
The committee has met as and when required. During the year committee met one time on 10-06-2014
Brief Terms of Reference:
1. Redressal of shareholder/investors complaints related to transfer of shares.
2. Oversees and review all matters connected with transfer of securities of the Company and insider trading regulations.
Shareholders/Investors Complaints during the year:
5. Disclosures by Management
a) No material, financial and commercial transactions were reported by the management to the Board, in which the management had personal interest having a potential conflict with the interest of the company at large.
b) There were no material transactions with Directors or Management, their associates or their relatives that may have potential conflict with the interest of the Company at large.
c) There was no instance of non-compliance during the last three years by the Company on any matter related to capital market. There were neither penalties imposed nor strictures passed on the Company by Stock Exchanges, SEBI or any statutory authority.
d) Though there is no formal Whistle Blower Policy, the Company takes cognizance of the complaints made and suggestions given by the employees and others. Anonymous complaints are also looked into and whenever necessary, suitable corrective steps are taken. Employees of the Company are freely accessible to the Audit Committee of the Board of Directors.
e) The Company has fulfilled a non-mandatory requirement
f) As prescribed in Annexure I D to Clause 49 of the Listing Agreement with the Stock Exchanges, related to constitution of Remuneration & Nomination Committee.
6. Means of Communication
i. The Quarterly Unaudited results immediately after its declaration are published in Newspapers.
ii. News Papers wherein the results are published: The Financial Express (English financial newspaper) & Lokmat (Marathi -regional language newspaper).
iii. The financial results are also displayed on the Company's website at www.core-edutech.com
iv. Official news releases are intimated to the Stock Exchanges immediately and are also displayed on the website of the Company.
v. Presentations are made to Institutional Investors as and when requested.
vi. As a part of green initiatives, the Company had e-mailed Annual Report of the Company for the year 2012-13 to the shareholders who had registered their e-mail id with their respective depositories; However, the Company had also sent physical copy of the Annual Reports to the shareholders.
6. General Shareholder information
i. 30th Annual General Meeting
ii. Date and Time: 30th September, 2015 at 10:00 A.M.
iii. Venue: Hotel Country INN, Plot No.X4/5B TTC, Industrial Area, Mahape, Navi Mumbai..
iv. Financial year:
April to March
v. Book Closure Date:
23rd September, 2015 to 30th September, 2015. (both days inclusive - for the purpose of AGM)
vi. Listing on Stock Exchange:
BSE Limited (BSE) National Stock Exchange of India Limited (NSE)
vii. Listing Fee:
The Company has paid the annual listing fees for the year 2014-15.
viii. Stock Code: BSE : 522199
NSE : COREEDUTECH
Equity ISIN : INE247G01024
x) Registrar & Transfer Agents & Investor Correspondence
All shareholders Complaints/Queries in respect of their shareholding may be addressed to the Company’s Registrar & Share Transfer Agent.
M/s. Adroit Corporate Services Private Limited
19, Jaferbhoy Industrial Estate, Makwana Road, Marol Naka, Andheri (E), Mumbai - 400 059 Phone: 022 42270400 / 2859 6060 Fax No.: 022 28503748
Investors may directly contact the Compliance Officer of the Company at firstname.lastname@example.org for any type of complaints or queries.
Dematerialization of Shares and Liquidity
The Shares of the Company are tradable only in dematerialized (electronic) form and are available for trading under both the depository systems in India - National Securities Depository Ltd. (NSDL) & Central
Share Transfer System
Shareholders/investors are requested to send share transfer related documents directly to our Registrar and Share Transfer Agents whose address is given as above in this section. If the transfer documents are in order, the transfer of share(s) is registered within 15 days of receipt of transfer documents by our Registrar and Share Transfer Agents.
Depository Services (India) Ltd. (CDSL) 99.997% of the Company's share are held in electronic form as on 31st March, 2015.
Details of Foreign Currency Convertible Bonds (FCCBs):
Details of ADR/GDR or any Convertible instruments, conversion date and likely impact on equity:
Foreign Currency Convertible Bonds:
The Company had issued USD 60,000,000 - 7% Convertible Bonds due 2015 vide Offering Circular with an upsize of USD 15,000,000 which were fully subscribed. The said issue was closed on 16th May, 2010 and an aggregate of USD 75,000,000 were raised.
During the year under review, USD Nil (previous year NIL) FCCBs were converted and Nil equity shares (previous year NIL equity shares) were allotted to the Bondholders and there is an outstanding of USD 48,937,000 bonds as on 31st March, 2015.
Utilization of proceeds from FCCB's: Proceeds from FCCB's were utilized for acquisition of overseas companies and investment in existing overseas subsidiaries and for eligible capital expenditure in India in accordance with Utilization Proceeds as mentioned in the said Offering Circular.
Employee Stock Option Schemes:
The Company had introduced CORE Employee Stock Options Scheme 2007 in April 2007 reserving 4,500,000 stock options to the eligible employees and the directors of the Company and also for the employees of the subsidiaries. During the financial year 2014-15, Nil stock options (previous year NIL stock options) were exercised and equivalent number of equity shares were allotted to the eligible employees, on exercise of their stock options granted under the said Scheme. Under this Scheme, Nil stock options (previous year NIL stock options) were outstanding as on 31st March, 2015. Details of vested, live and lapsed options are given in the Directors' Report
The Company had also introduced CORE Employee Stock Option Scheme 2009. During the financial year under report, the Company had granted Nil stock options (previous year NIL stock options) to the eligible employees of the Company. During the year under Report, Nil stock options (previous year NIL stock options) were exercised and equivalent number of equity shares of Rs. 2/- each, were allotted to the eligible employees/ Directors of the Company and employees of the subsidiary companies under the said Scheme. Under the said Scheme, 1,218,458 stock options (previous year NIL stock options) were outstanding as on 31st March, 2015. The details of vested, live and lapsed options are given in the Directors' report.
Registered Office :
Unit No.1-4, Building No.4,
Sector III, Millennium Business Park, Mahape, Navi Mumbai 400 710
Corporate Office :
Lotus Business Park, 10th Floor, Dalia Industrial Estate, Off Andheri Link Road, Andheri (W), Mumbai 400 053
Global Delivery Centers:
Unit No. 403, 4th floor, Multistoried Building, SEEPZ - SEZ, Andheri (E), Mumbai 400 093
On behalf of the Board of Directors
DIN No: 01030000
Dated: 17th August, 2015