Dear Career Point Shareowners
The Board of Directors ("Board") of Career Point Limited("Company") with immense pleasure present their Eighteenth report on thebusiness and operations of your Company for the financial year 2017-18. This Report isbeing presented along with the audited financial statements for the year.
1. Financial Highlights
The highlights of your Company's financial results for the financial year 2017-18 onstandalone basis are as follows:
|Particulars ||31-Mar-18 ||31-Mar-17 |
|Income from Operations ||7108.89 ||7278.91 |
|Expenditure ||5957.81 ||5746.36 |
|Profit from Operations before Other Income Interest and Exceptional Items ||1151.08 ||1532.55 |
|Other Income ||1009.04 ||1083.79 |
|Profit before Interest and Exceptional Items ||2160.12 ||2616.34 |
|Interest Expense ||303.41 ||167.86 |
|Profit after I nterest Expense but before Extraordinary items ||1856.71 ||2448.48 |
|Extraordinary Items ||- ||- |
|Profit from Ordinary Activities before tax ||1856.71 ||2448.48 |
|Total Provision for taxes ||558 ||645.73 |
|Profit from Ordinary Activities after tax ||1298.71 ||1802.75 |
Pursuant to the provisions of the Companies Act 2013 (the 'Act') the FinancialStatements of the Company have been prepared in accordance with the Indian AccountingStandards ('Ind AS') notified under the Companies (Indian Accounting Standards) Rules2015 as amended from time to time.
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 2017-18 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 Position betweenthe 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. Credit Rating
Your Company enjoys credit rating of 'CARE A' Stable (Single A; Outlook: Stable) forits Long Term Bank Facilities.
6. Subsidiary Companies
As on March 31 2018 your Company has Eight Subsidiaries (including two step downSubsidiary Companies) and two Associate Companies as under:
(1) Six Subsidiary Companies 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
(2) Two Step down Subsidiary Company i.e. Coupler Enterprises Private Limited andSrajan Agritech Private Limited (Subsidiary of Career Point Infra Limited).
(3) Two Associate Companies Imperial Infin Private Limited and Study Board EducationPrivate Limited A separate statement in Form AOC -1 containing the salient features ofFinancial Statements of all subsidiaries & associates of your Company forms part ofConsolidated Financial Statements in compliance with Section 129 and other applicableprovisions if any of the Companies Act 2013.
The Financial Statements of the subsidiary companies and related information areavailable for inspection by the members at the Registered Office of your Company duringbusiness hours on all days except Saturdays Sundays and public holidays upto the date ofthe Annual General Meeting ('AGM') as required under Section 136 of the Companies Act2013.
Any member desirous of obtaining a copy of the said Financial Statements may write tothe Company Secretary at the Registered Office of your Company. The Financial Statementsincluding the Consolidated Financial Statements Financial Statements of subsidiaries andall other documents required to be attached to this report have been uploaded on thewebsite of your Company www.cpil.in.
7. Financial Position and Performance of Subsidiaries Joint Ventures and Associates
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 Annexure - 4.
8. Disclosure of Accounting Treatment:
Pursuant to the provisions of the Act the Financial Statements of the Company havebeen prepared in accordance with the Indian Accounting Standards notified under theCompanies (Indian Accounting Standards) Rules 2015 as amended from time to time.
9. Corporate Governance
The spirit of good Corporate Governance remains integral to the Company's corporatephilosophy. Your Company has complied with all the requirements relating to CorporateGovernance as stipulated in SEBI (Listing obligation and disclosure requirements) 2015.In compliance with the SEBI (Listing obligation and disclosure requirements) 2015 aseparate report of the Directors on Corporate Governance is given as a separate sectiontitled 'Report on Corporate Governance' which forms part of the Annual Report. A reporton Corporate Governance is enclosed forms part of this Annual Report. The Auditors'Certificate confirming the compliance to the conditions of the Corporate Governance isannexed to the Report on Corporate Governance.
10. Management Discussion and Analysis Report
Management Discussion and Analysis Report on the business outlook and performancereview for the year ended March 31 2018 as stipulated in Regulation 34 read withSchedule V of the Listing Regulations is available as a separate section which forms partof the Annual Report.
11. 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 explanationsobtained your 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;
f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
12. 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.Sanjay. Khandelwal &Associates. Chartered Accountants Kota is the internal auditor of the Company whoconducts audit and submit quarterly reports to the Audit Committee.
13. Risk Management
The Company has voluntary constituted a Risk Management Committee the details of whichare given in the Corporate Governance Report. The Company has developed a risk managementpolicy and identified risks and taken appropriate steps for their mitigation for moredetails please refer to the
Management Discussion and Analysis set out in this Annual Report and on the website ofthe Company www.cpil.in.
14. Details of Board Meetings
The Board of Directors met 4 times in the year 2017-18. 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 Mr. Pramod Maheshwari [DIN -00185711]and Mr. Nawal Kishore Maheshwari [DIN-00185762] Directors retire at the forthcomingAnnual General Meeting and are eligible for re-appointment. The Board recommends theirre-appointment. Mr. Pritam Kumar Goswami Independent Director has resigned fromDirectorship of the Company w.e.f.1st April 2018.
16. 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 there under 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.
17. Key Managerial Personnel
During the year under review there was no change in the Key Managerial Personnel('KMP') of the Company. As at March 31 2018 the following are the KMP of the Company:
Mr. Pramod Maheshwari Chairman and Managing Director & CEO; Mr. Om PrakashMaheshwari Executive Director & CFO;
Mr. Tarun Kumar Jain GM (Corporate & Legal Affairs) & Company Secretary
(a) Statutory Auditors:
M/s. Lodha & Co were appointed as Statutory Auditors of your Company at the AnnualGeneral Meeting held on 26th September 2017 for a term of five consecutive years. TheReport given by the Auditors on the Financial Statements of the Company is part of theAnnual Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.
(b) Secretarial Auditors:
Mr. Sourabh Mishra Practicing Company Secretary carried out the Secretarial Auditduring the year. The Board of Directors have appointed Mr. Sourabh Mishra SecretarialAuditor for 2018-19. The Secretarial Audit report is annexed herewith as Annexure 3 to theReport.
(c) Internal Auditors:
Pursuant to section 138 of the Companies Act 2013 read with Companies (Accounts)Rules 2014 and based on the recommendation of the Audit Committee the Board hasappointed M/s Sanjay Khandelwal & Associate as the Internal Auditors of the Companyfor the Financial Year 2017-18 on August 24 2017 in place of M/s P. Khandelwal & Co.Chartered Accountants.
Further based on the recommendation of the Audit
Committee the Board has extended the existing term of M/s Sanjay Khandelwal &Associate as the Internal Auditors of the Company for the Financial Year 2018-19 on May16 2018. The Internal Auditors present their audit report before the Audit Committee on aquarterly basis.
(d) Cost Auditors
The Company is not required to conduct Cost Audit during the Financial Year 2017-18.Therefore Company has not appointed any Cost Auditor.
19. Separate Meetings of Independent Director
In terms of requirements of Schedule IV of the Companies Act 2013 the IndependentDirectors of the Company met separately on 28 March 2018 without the attendance ofNon-Independent Directors or any other official of the Company or members of itsmanagement to review the performance of Non-Independent Directors (including theChairman) the entire Board and the quality quantity and timeliness of the flow ofinformation between the Management and the Board. The Company received the Annualdisclosure(s) from all the Directors disclosing their Directorship and Interest in otherCompanies in specified formats prescribed in Companies Act 2013 and the Board took noteof the same in its Board Meeting.
20. Particulars of 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) Rules 2014 as on 31st March 2018 areset out in NOTE 8 15 38 and 54 to the Standalone Financial Statements forming part ofthis report.
21. Particulars of Contract or arrangement with Related Parties
All related party transactions (RPTs) which were entered into during the financialyear were on an arm's length basis and did not attract provisions of section 188 of theCompanies Act 2013. There were material transactions entered with related parties duringthe year under review which have been disclosed in Form AOC-2 in that regard.
During the year 2017-18 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 there under & the Listing Regulations.
A statement showing the disclosure of transactions with related parties as requiredunder IND As 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.
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. None of Directorreceives remuneration from the Subsidiary Companies.
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
Audit Committee currently comprises of Mr. Pawan Kumar Lalpuria as Chairman of theAudit Committee with other members being Mr. Mahesh Gupta and Mr. Om Praksash MaheshwariMr. Ram Swaroop Chaudhary Mr. Jagdish Prasad Sarda. Further details relating to the AuditCommittee are provided in the Corporate Governance Report which forms part of thisreport.
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 andRemuneration Committee based on the Company's remuneration structure taking into accountfactors such as level of experience qualification and suitability. The Company generallypays remuneration by way of salary perquisites and allowances.
28. Policies of the Company
Your Company has posted the following documents on its website
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 ofTrading by insiders
7. Remuneration Policy.
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 a CPL Employees Stock Option Plan 2013 (ESOP 2013) inaccordance with Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 (SEBI Guidelines) for grant of stockoptions to its eligible employees of the Company. The Nomination and RemunerationCommittee of the Board administers and monitors the Scheme.
30. Significant & Material Orders Passed by the Regulators or Courts or Tribunals
There are no significant and material orders passed by the Regulators/Courts/Tribunalsthat would impact 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.
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 2017-18:
No. of complaints received: Nil
No. of complaints disposed off: N. A.
34. Business Responsibility Reporting
The Business Responsibility Reporting as required by Regulation 34(2)(f) of SEBI(Listing obligation and disclosure requirements) Regulations 2015 is not applicable toyour Company for the Financial Year ending March 31 2018
35. Green Initiative
Your Company has taken the initiative of going green and
minimising the impact on the environment. The Company has been circulating the copy ofthe Annual Report in electronic format to all those Members whose email addresses areavailable with the Company. Your Company appeals other Members also to register themselvesfor receiving Annual Report in electronic 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. Capital and Finance
Exercise of Stock Options During the year under review your Company has made followingallotments pursuant to exercise of options by eligible employees under the Career PointEmployee Stock Option Scheme
|Date of Allotment ||No of Shares ||Issue Price ||Nature of Allotment |
|11 October 2017 ||25000 ||'125 || |
Allotment of shares arising out of exercise of options
|11 October 2017 ||5000 ||'100 |
* Allotment of 25000 Equity Shares to Mr. Shailendra Maheshwari and 5000 Equity Sharesto Mr. Mahesh Bhangriya.
The issued subscribed and paid up equity share capital of the Company increased fromRs. 181329390/- as on March 31 2017 to Rs. 181629390/- as on March 31 2018.
Pursuant to Section 43(a)(ii) of the Act read with Sub-rule 4 of Rule 4 of theCompanies (Share and Capital Debentures) Rules 2014 the Company has not issued anyEquity shares with differential rights during the period under review.
The applicable disclosure as stipulated under SEBI (Share Based Employee Benefits)Regulation 2014 are provided in Annexure 7 to this report.
38. Secretarial Standards:
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.
39. Changes in the Nature of Business If Any
The Company continued to provide educational services (Formal and Informal) and hencethere was no change in the nature of business or operations of the Company which impactedthe financial position of the Company during the year under review.
40. Transfer to Reserves
The Company proposes to keep the entire amount of Rs. 1298.71 lakhs in the RetainedEarnings.
41. Acknowledgments 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 |
Chairman Managing Director and CEO