Dear Career Point Shareowners
The Board of Directors ("Board") of Career Point Limited("Company") with immense pleasure present their sixteenth report on the businessand operations of your Company for the financial year 2015-16. This Report is beingpresented along with the audited financial statements for the year.
1. Financial Highlights
The highlights of your Company`s financial results for the financial year 2015-16 onstandalone basis are as follows:
| || ||(Rs. in Lacs) |
|Particulars ||31-Mar-16 ||31-Mar-15 |
|Income from Operations ||7589.41 ||7787.63 |
|Expenditure ||6072.62 ||7342.51 |
|Profit from Operations before Other Income Interest and Exceptional Items ||1516.79 ||445.12 |
|Other Income ||1078.52 ||1116.21 |
|Profit before Interest and Exceptional Items ||2595.31 ||1561.33 |
|Interest Expense ||443.97 ||496.54 |
|Profit after Interest Expense but before Extraordinary items ||2151.34 ||1064.79 |
|Extraordinary Items ||0.00 ||(622.40) |
|Profit from Ordinary Activities before tax ||2151.34 ||442.39 |
|Total Provision for taxes ||736.41 ||(82.50) |
|Profit from Ordinary Activities after tax ||1414.93 ||524.89 |
2. Financial Performance and Key business developments
Performance of the Company and particulars of some of the key business developmentswhich took place during the financial year 2015-16 have been detailed out in theManagement Discussion and Analysis Report which forms part of Directors' Report.
3. Material Changes and Commitments if any affecting the Financial Positionbetween the end of the Financial Year and the date of Report:
There are no material changes and commitments affecting the financial position of thecompany between the end of financial year and the date of report.
4. Public Deposits
During the year your Company has neither invited not accepted any deposits from thepublic within the meaning of section 2(32) and 74 of the Companies Act 2013 and as suchno amount of principal or interest on deposit was outstanding as of the balance sheetdate.
5. Subsidiary Companies
Your Company has 6 subsidiaries i.e. Career Point Infra Limited Career Point EdutechLimited Gyan Eduventure Private Limited Career Point Accessories Private Limited SrajanCapital Limited Career Point Institute of Skill Development Private Limited and 2 stepdown subsidiaries i.e. Coupler Enterprises Private Limited and Srajan Agritech PrivateLimited. During the financial year 2015-16 M/s Career Point Institute of SkillDevelopment Private Limited was incorporated as wholly owned subsidiary company of CareerPoint Limited.
A separate statement in Form AOC -1 containing the salient features of financialstatements of all subsidiaries & associates of your Company forms part of consolidatedfinancial statements in compliance with Section 129 and other applicable provisions ifany of the Companies Act 2013. The financial statements of the subsidiary companies andrelated information are available for inspection by the members at the Registered Officeof your Company during business hours on all days except Saturdays Sundays and publicholidays upto the date of the Annual General Meeting ('AGM') as required under Section 136of the Companies Act 2013. Any member desirous of obtaining a copy of the said financialstatements may write to the Company Secretary at the Registered Office of your Company.The financial statements including the consolidated financial statements financialstatements of subsidiaries and all other documents required to be attached to this reporthave been uploaded on the website of your Company www.cpil.in.
6. Financial Position and Performance of Subsidiaries Joint Ventures andAssociates
In terms of Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 the financial position and performance of subsidiaries are givenas an addendum or annexure thereto.
7. Consolidated Financial Statements and Cash Flow Statement
The consolidated financial statements and Cash flow statement for the financial yearended March 31 2016 were prepared by the Company in accordance with applicable AccountingStandards issued by the Institute of Chartered Accountants of India and the same togetherwith the Auditor's Report thereof form part of the Annual Report.
8. Corporate Governance
In compliance with Regulation 34 of the SEBI (Listing obligations and disclosurerequirements) Regulations 2015 a separate report on Corporate Governance along with acertificate from the Auditors on its compliance forms an integral part of this report.
9. Management Discussion and Analysis Report
The Management Discussion and Analysis Report annexed and forms part of this Directors'Report.
10. Directors' Responsibility Statement
Pursuant to the requirements of Section 134 of the Companies Act 2013 and to the bestof their knowledge & belief and according to the information and explanations obtainedyour Directors state that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and proper explanations provided relating to material departures if any;
b) such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company at the end of the financial year and of the profit ofthe Company for that period;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) requisite internal financial controls were laid down and that financial control areadequate and are operating effectively; and
f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
11. Internal Control System and their adequacy
The Company has proper and adequate internal control systems which ensure that allassets are safeguarded against loss from unauthorized use and all transactions areauthorized recorded and reported correctly. The Management continuously reviews theinternal control systems and procedures to ensure orderly and efficient conduct ofbusiness. Internal audits are regularly conducted using external and internal resourcesto monitor the effectiveness of internal controls. M/s. P. Khandelwal & Co. CharteredAccountants Kota is the internal auditor of the Company who conducts audit and submitquarterly reports to the Audit Committee.
12. Risk Management
The Company has constituted a Risk Management Committee the details of which are givenin the Corporate Governance Report. The Company has developed a risk management policy andidentified risks and taken appropriate steps for their mitigation for more detailsplease refer to the Management Discussion and Analysis set out in this Annual Report.
13. Details of Board Meetings
The Board of Directors met five times in the year 2015-16. The details of the boardmeetings and the attendance of the Directors are provided in the Corporate GovernanceReport.
In accordance with the provision of Section 152 (6) Mr. Pramod Maheshwari [DIN -00185711] and Mrs. Neelima Maheshwari [DIN - 00185677] Directors retire at theforthcoming Annual General Meeting and are eligible for re-appointment. The Boardrecommends their re-appointment. Details of the proposal for their appointment are givenin the Notice of the Annual General Meeting.
15. Declaration by Independent Directors
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1)(b) of Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force). The details of programmes forfamiliarisation of Independent Directors with the Company their roles rightsresponsibility in the Company nature of the industry in which the Company operates andother related matters are put on the website of the Company at www.cpil.in.
16. Key Managerial Personnel
The following employees were designated as whole-time key managerial personnel by theBoard of Directors during the year under review: i. Mr. Pramod Maheshwari ChairmanManaging Director & CEO ii. Mr. Om Maheshwari Executive Director & CFO iii. Mr.Tarun Kumar Jain GM (Corporate & Legal Affairs) & Company Secretary
17. Auditors and Auditors' Report
M/s. Sharp & Tannan Chartered Accountants retire at the close of ensuing AnnualGeneral Meeting and eligible for reappointment as Statutory Auditors of your Company forthe financial year 2016-17. The Audit Committee of the Board has recommended theirre-appointment.
Your Company has received written consent(s) and certificate(s) of eligibility inaccordance with Sections 139 141 and other applicable provisions of the Companies Act2013 and Rules issued thereunder (including any statutory modification(s) orre-enactment(s) for the time being in force) from M/s Sharp & Tannan CharteredAccountants. Further they have confirmed that they hold a valid certificate issued by thePeer Review Board of the Institute of Chartered Accountants of India (ICAI) as requiredunder the Listing Regulations.
The Notes on Accounts referred to in the Auditors' Report are self explanatory and donot require any further comments.
18. Cost Audit
The Company is not required to conduct cost audit during the financial year 2015-16.
19. Secretarial Audit
Pursuant to Section 204 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 Company had appointed M/s. M Sancheti& Associates Company Secretaries Jaipur (Certificate of Practice No.: 8997) asSecretarial Auditor of the Company for the Year 2016-17. In accordance with the section204 of the Act they have submitted their report in prescribed format and the same has beenattached at Annexure-3. The report so submitted is self-explanatory and does not call forany further explanation(s) / comment(s).
20. Loans Guarantees or Investment
Details of loans guarantees and investments under the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 as on 31st March 2016 are set out in NOTE 10 10A 12 and 16 to the StandaloneFinancial Statements forming part of this report.
21. Related Party Transaction
All related party transactions (RPTs) which were entered into during the financialyear were on an arm's length basis and were in the ordinary course of business and did notattract provisions of section 188 of the Companies Act 2013. There were materialtransactions entered with related parties during the year under review which have beendisclosed in Form AOC-2 in that regard.
During the year 2015-16 as required under section 177 of the Companies Act 2013 andregulation 23 of the SEBI Listing Regulations 2015 all RPTs were reviewed and approvedby the Audit Committee. Prior omnibus approvals are granted by the Audit Committee forrelated party transactions which are of repetitive nature entered in the ordinary courseof business and are on arm's length basis in accordance with the provisions of CompaniesAct 2013 read with the Rules issued thereunder and the Listing Regulations. A statementshowing the disclosure of transactions with related parties as required under AccountingStandard 18 is set out separately in this Annual Report.
The Policy on RPTs as approved by the Board is uploaded on the Company's websitewww.cpil.in
22. Particulars of Employees
The information required under Section 197 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended;the name and other particulars of employees are to be set out in the Directors' Report asan addendum or annexure thereto. The Information required pursuant to Section 197 readwith Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rule2014 in respect of employees of the Company is annexed herewith as Annexure - 6 and isalso available on the website of your Company.
None of the employee listed in the said Annexure is a relative of any director of theCompany. None of the employee holds (by himself or along with his spouse and dependentChildren) more than two percent of the Equity shares of the Company.
23. Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo
Consider the business activities of the Company the requirement relating to providingthe particulars relating to conservation of energy and technology absorption stipulated inRule 8 of the Companies (Accounts) Rules 2014 required to be furnished u/s.134 (3)(m) ofthe Companies Act 2013 is not applicable. Particulars of foreign currency earnings andoutgo during the year: Nil.
24. Composition of Audit Committee
In line with the provisions of Section 177 (8) of the Companies Act 2013 thecomposition of the Committee is as below:
Chairperson: Mr. Pawan Kumar Lalpuria (Non-Executive Independent Director)
Members: Mr. Pritam Kumar Goswami (Non-Executive Independent Director) Mr. MaheshGupta (Non-Executive Independent Director) and Mr. Om Praksash Maheshwari (ExecutiveDirector & Chief Financial Officer)
25. Vigil Mechanism
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behaviouractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The mechanism under the policy has been appropriately communicated within theorganisation. The Whistle Blower Policy is available on the website of the Company.
26. Performance Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations2015 the Board has carried out an evaluation of its own performance and that of theindividual Directors. The evaluation criteria inter alia covered various aspects of theBoard's functioning including its composition execution and performance of specificduties obligations and governance. The performance of individual directors was evaluatedon parameters such as Attendance and participations in the Meetings Contribution towardsgrowth of the Company Leadership initiative Team work attributes and supervision ofstaff members Compliance with policies safeguarding the interest of the Company etc. TheDirectors expressed their satisfaction with the evaluation process.
27. Key Parameters for appointment of Directors and Key Managerial Personnel
The Nomination and Remuneration Committee has formulated a detailed policy forappointment of directors key managerial personnel which is designed to attract motivateand retain best talent. This policy applies to directors senior management including itsKey Managerial Personnel (KMP) and senior management of the Company. The remuneration ofthe Executive Directors and KMPs of the Company is recommended by the
Nomination and Remuneration Committee based on the Company's remuneration structuretaking into account factors such as level of experience qualification and suitability.The Company generally pays remuneration by way of salary perquisites and allowances.
28. Policies of the Company
Your Company has posted the following documents on its website www.cpil.in
|1. Code of Conduct and Ethics |
|2. Whistle Blower Policy |
|3. Related Party Transaction Policy |
|4. Corporate Social Responsibility |
|5. Familiarisation Programme. |
|6. Code of Internal Procedures and Conduct for Regulating Monitoring and Reporting of Trading by insiders |
29. Human Resource and Employee`s Stock Option Scheme
Your Company has been able to create and continuously improve a favorable workenvironment that encourages innovation and meritocracy at all levels. Employees' relationsremained cordial at all the Company's locations. The Directors take this opportunity torecord their appreciation for the outstanding contribution. Your Company has implemented aCPL Employees Stock Option Plan 2013 (ESOP 2013) in accordance with Securities andExchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines 1999 (SEBI Guidelines) for grant of stock options to its eligible employees ofthe Company. The Nomination and Remuneration Committee of the Board administers andmonitors the Scheme. During the financial year 2015-16 your Company has granted 70000options under the scheme.
30. Significant and Material Orders Passed by the Regulators or Courts
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
31. Extract of Annual Return
The Extract of Annual Return as required under Section 134(3)(a) of the Companies Act2013 is set out at Annexure-1 which forms part of this report.
32. Corporate Social Responsibility
Pursuant to Section 135 (4) and Rule 8 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 a report on CSR containing particulars in thespecified format is attached at Annexure-2.
Your directors have constituted the Corporate Social Responsibility Committee of theBoard of Directors with Mr. Mahesh Gupta as Chairman and Mr. RS Chaudhary and Mr. NawalKishore Maheshwari as other members.
33. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redresal) Act 2013:
The Company has in place a Sexual Harassment Policy in line with the requirement of TheSexual Harassment of Women at the Workplace (Prevention Prohibition & Redresses) Act2013. Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under the policy. The following is a summary of sexual harassment complaintsreceived and disposed off during the year 2015-16: No. of complaints received: Nil No. ofcomplaints disposed off: N. A.
34. Business Responsibility Reporting
The Business Responsibility Reporting as required by Clause 55 of the Listing Agreementwith the Stock Exchanges is not applicable to your Company for the financial year endingMarch 31 2016.
35. Green Initiative
Your Company has taken the initiative of going green and minimising the impact on theenvironment. The Company has been circulating the copy of the Annual Report in electronicformat to all those Members whose email addresses are available with the Company. YourCompany appeals other Members also to register themselves for receiving Annual Report inelectronic form.
36. Additional Information to Shareholders
All important and pertinent investor information such as financial results investorpresentations press releases new launches and updates are made available on theCompany's website (www.cpil.in) on a regular basis.
37. Acknowledgements and Appreciation
Your Directors are thankful to all the shareholders Business Associates VendorsAdvisors Bankers Governmental Authorities media and all concerned for their continuedsupport. The Directors acknowledge the commitment and contribution of all employees to thegrowth of the Company. Our consistent growth was made possible by their hard worksolidarity cooperation and support.
| ||For and on behalf of the Board of Directors |
|Place: Kota ||Pramod Maheshwari |
|Date: May 09 2016 ||Chairman Managing Director and CEO |