DIRECTORS'S REPORT Dear Career Point Shareowners, The Board of Directors ("Board") of Career Point Limited ("Company") with immense pleasure present their fifteenth report on the business and operations of your Company for the financial year 2014-15. This Report is being presented along with the audited financial statements for the year Financial Performance and Key business developments Performance of the Company and particulars of some of the key business developments which took place during the financial year 2014-15 have been detailed out in the Management Discussion and Analysis Report which forms part of Directors' Report Material Changes and Commitments, if any, affecting the Financial Position between the end of the Financial Year and the date of Report: There are no material changes and commitments affecting the financial position of the company between the end of financial year and the date of report. Dividend During the financial year 2014-15, the Board of Directors of the Company declared an interim dividend of INR 1 per equity share on August 12, 2014, i.e. 10% on the face value of Rs. 10/- per share for the Financial Year 2014-15. The Company has paid interim dividend on September 05, 2014. The Record date for the purpose of payment of Interim Dividend was August 21, 2014. Subsidiary Companies Your Company has 5 subsidiaries i.e. Career Point Infra Limited, Career Point Edutech Limited, Gyan Eduventure Private Limited, Career Point Accessories Private Limited, Srajan Capital Limited and 2 step down subsidiaries i.e. Coupler Enterprises Private Limited, Srajan Agritech Private Limited. Career Point Infra Limited was incorporated under the Companies Act, 1956 on December 6, 2007. Its Corporate Identification Number is U45201RJ2007PLC025439. The object of this company is to acquire land and developing such land for maintaining of schools and educational institutions. Career Point Edutech Limited was incorporated under the Companies Act, 1956 on November 9, 2006. Its Corporate Identification Number is U80302RJ2006PLC023306. The object of this company includes developing technology based educational solution and software. Gyan Eduventure Private Limited was incorporated under the Companies Act, 1956 on February 15, 2012. Its Corporate Identification Number is U80302RJ2012PTC037928. The object of this company is to develop and run coaching classes and training centers. Career Point Accessories Private Limited was incorporated under the Companies Act, 1956 on February 16, 2013. Its Corporate Identification Number is U21098RJ2013PTC041510. The object of this company is to deal in all kind of accessories, products and other allied goods. Srajan Capital Limited was incorporated under the Companies Act, 1956 on December 09, 2013. Its Corporate Identification Number is U65910RJ2013PLC044519. The object of this company is to carry on business of Non Banking Financial Institution (NBFC). The Company has been granted Certifciate of Registration by Reserve Bank of India to carry on business of Non Banking Financial Institution (NBFC) on December 09, 2014. Coupler Enterprises Private Limited and Srajan Agritech Private Limited are subsidiaries of Career Point Infra Limited and incorporated under the Companies Act, 1956 on February 16, 2012 and December 18, 2013 respectively. As per Section 129 of the Companies Act, 2013, a copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the above subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents upon request in writing to the Company Secretary at the Registered Office of the Company by any member of the Company interested in obtaining the same. The Annual Accounts of the subsidiary companies are also kept for inspection by any investors at the Registered Office of your Company. However, as required under the Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements of the Company and all its Subsidiaries is enclosed and form part of the Annual Report and Accounts. The Company has attached a separate statement containing the salient features of the financial statement of the said subsidiary Companies in Form AOC -1 as Annexure-4. Financial Position and Performance of Subsidiaries, 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 given as an Annexure-4. Consolidated Financial Statements and Cash Flow Statement Your Company is also presenting the audited consolidated financial statements prepared in accordance with the Accounting Standard 21 issued by the Institute of Chartered Accountants of India. Pursuant to the provisions of Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014, statement containing salient features of the financial statements of subsidiary companies is disclosed separately and forms part of the annual report. As stipulated by Clause 32 of the Listing Agreement, the consolidated financial statements and Cash flow statement for the financial year ended March 31, 2015 were prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with the Auditor's Report thereof form part of the Annual Report. Corporate Governance The spirit of good Corporate Governance remains integral to the Company's corporate philosophy. Your Company has complied with all the requirements relating to Corporate Governance as stipulated in Clause 49 of the Listing Agreement. The report of the Directors on Corporate Governance is given as a separate section titled 'Report on Corporate Governance', which forms part of the Annual Report. A report on Corporate Governance is enclosed forms part of this Annual Report. The Auditors' Certificate confirming the compliance to the conditions of the Corporate Governance stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance. Management Discussion and Analysis Report As required by Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report is annexed and forms part of the Directors' Report. Directors' Responsibility Statement Pursuant to the requirements of Section 134 of the Companies Act, 2013 and to the best of their knowledge & belief and according to the information and explanations obtained, your Directors state that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any; b) such accounting policies have been selected and applied consistently and judgements and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period; c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets 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 are adequate and are operating effectively; and f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. Internal Control System and their adequacy The Company has proper and adequate internal control systems, which ensure that all assets are safeguarded against loss from unauthorized use and all transactions are authorized, recorded and reported correctly. The Management continuously reviews the internal control systems and procedures to ensure orderly and efficient conduct of business. Internal audits are regularly conducted, using external and internal resources to monitor the effectiveness of internal controls. M/s. P. Khandelwal & Co., Chartered Accountants, Kota, is the internal auditor of the Company, who conducts audit and submit quarterly reports to the Audit Committee. Risk Management Pursuant to the provisions of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee, the details of which are given in the Corporate Governance Report. The Company has developed a risk management policy and identified risks and taken appropriate steps for their mitigation, for more details, please refer to the Management Discussion and Analysis set out in this Annual Report and on the webiste of the Company www.cpil.in Details of Board Meetings The Board of Directors met 4 times in the year 2014-15. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report. Directors With effect from August 12, 2014, Mrs. Neelima Maheshwari has been appointed as Non Executive Director, In accordance with the provision of Section 152 (6), Mr. Om Prakash Maheshwari [DIN - 00185677] and Mr. Nawal Kishore Maheshwari [DIN - 00185762], Directors, retire at the forthcoming Annual General Meeting and are eligible for re-appointment, The Board recommends his re-appointment. Details of the proposal for his appointment are given in the Notice of the Annual General Meeting. for his appointment are given in the Notice of the Annual General Meeting. Declaration by Independent Directors The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that he/she holds the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibility in the Company, nature of the industry in which the Company operates and other related matters are put on the website of the Company at the link: <http://www.cpil.in/downloads/2015-16/CPL_Familiarisation%20Policy.pdf> Key Managerial Personnel The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review: (i) Mr. Pramod Maheshwari, Chairman, Managing Director & CEO (ii) Mr. Om Prakash Maheshwari, Executive Director & CFO (iii) Mr. Tarun Kumar Jain, GM (Corporate & Legal Affairs) & Company Secretary Auditors and Auditors' Report M/s. Sharp & Tannan, Chartered Accountants, retire at the close of ensuing Annual General Meeting and are eligible for reappointment as Statutory Auditors of your Company for the financial year 2015-16. The Audit Committee of the Board has recommended their re-appointment. The Company has received letters from Statutory Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Notes on Accounts referred to in the Auditors' Report are self explanatory and do not require any further comments. Cost Audit The Company is not required to conduct cost audit during the financial year 2014-15. Secretarial Audit Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company had appointed M/s. M Sancheti & Associates, Company Secretaries, Jaipur as Secretarial Auditor of the Company for the Year 2014-15. In accordance with the section 204 of the Act they have submitted their report in prescribed format and the same has been attached as Annexure-3. The report so submitted is self-explanatory and does not call for any further explanation(s) / comment(s). Particulars of Loans, Guarantees or Investment Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes forming part of the financial statements. Particulars of Contract or arrangement with Related Parties There is no Related Party Transaction that may have potential conflict with the interest of the Company at large. The Company's major Related Party Transactions are generally with its subsidiary, Key Management Personnel and Enterprises under the same management. The Related Party Transactions are entered into based on the considerations of various business exigencies and Company's long term strategy. All the transactions entered during the financial year 2014-15 with Related Parties were on arm's length basis and the same are reported under notes to the financial statements. All transactions covered under Related Party Transactions are regularly/periodically ratified and/or approved by the Board/Audit Committee. The Related Party Transaction Policy as approved by the Board is uploaded on the Company's website at the web link: <http://www.cpil.in/downloads/2015-16/CPL_Related%20Party%20Policy.pdf> All the related party transactions are entered into at arm's length in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Agreement and there are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have a potential conflict with the interests of the Company Form AOC-2 has been attached as Annexure-5. Particulars of Employees The information required under Section197 of the Companies Act, 2013 read with the Companies (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 as an addendum or annexure thereto. The Information required pursuant to Section 197 read with. Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 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 the Company. None of the employee holds (by himself or along with his spouse and dependent Children) more than two percent of the Equity shares of the Company. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Consider the business activities of the Company the requirement relating to providing the particulars relating to conservation of energy and technology absorption stipulated in Rule 8 of the Companies (Accounts) Rules 2014 required to be furnished u/s.134 (3)(m) of the Companies Act, 2013 is not applicable. Particulars of foreign currency earnings and outgo during the year: Nil. Composition of Audit Committee In line with the provisions of Section 177 (8) of the Companies Act, 2013, the composition 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. Mahesh Gupta (Non-Executive Independent Director) and Mr. Om Prakash Maheshwari (Executive Director & Chief Financial Officer) Vigil Mechanism The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual 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 the organisation. The Whistle Blower Policy is available on the website of the Company. Performance Evaluation Pursuant to Clause 49 of the Listing Agreement read with provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance and that of the individual Directors. The evaluation criteria, inter alia, covered various aspects of the Board's functioning including its composition, execution and performance of specific duties, obligations and governance. The performance of individual directors was evaluated on parameters such as Attendance and participation in the Meetings, Contribution towards growth of the Company, Leadership initiative, Team work attributes and supervision of staff members, Compliance with policies, safeguarding the interest of the Company etc. The Directors expressed their satisfaction with the evaluation process. Key Parameters for appointment of Directors and Key Managerial Personnel The Nomination and Remuneration Committee has formulated a detailed policy for appointment of directors, key managerial personnel which is designed to attract, motivate and retain best talent. This policy applies to directors, senior management including its Key Managerial Personnel (KMP) and senior management of the Company. The remuneration of the Executive Directors and KMPs of the Company is recommended by the Nomination and Remuneration Committee based on the Company's remuneration structure taking into account factors such as level of experience, qualification and suitability. The Company generally pays remuneration by way of salary, perquisites and allowances. Public Deposits During the year, your Company has neither invited not accepted any deposits from the public within the meaning of section 2(32) and 74 of the Companies Act, 2013 and as such, no amount of principal or interest on deposit was outstanding as of the balance sheet date. 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 Policy 5. Familiarisation Programme. 6. Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by insiders 7. Material Subsidiary Company Policy 8. Remuneration Policy 9. Code of Fair Disclosure Human Resource and Employee's Stock Option Scheme Your Company has been able to create and continuously improve a favorable work environment that encourages innovation and meritocracy at all levels. Employees' relations remained cordial at all the Company's locations. The Directors take this opportunity to record their appreciation for the outstanding contribution. Your Company has implemented a CPL Employees Stock Option Plan 2013 (ESOP 2013) in accordance with Securities and Exchange 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 of the Company. The Nomination and Remuneration Committee of the Board administers and monitors the Scheme. During the financial year 2014-15, your Company has granted options under the scheme. Significant and Material Orders Passed by the Regulators or Courts There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations. Extract of Annual Return The Extract of Annual Return as required under Section 134(3)(a) of the Companies Act, 2013 is set out at Annexure-1 which forms part of this report. Corporate Social Responsibility Pursuant to Section 135 (4) and Rule 8 of the Companies (Corporate Social Responsibility Policy), Rules, 2014, a report on CSR containing particulars in the specified format is attached at Annexure-2. Your directors have constituted the Corporate Social Responsibility Committee of the Board of Directors, with Mr. Mahesh Gupta as Chairman, and Mr. RS Chaudhary and Mr. Nawal Kishore Maheshwari as other members. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: The Company has in place a Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15: No. of complaints received: Nil No. of complaints disposed off: N. A. Business Responsibility Reporting The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2015. Green Initiative Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form. Additional Information to Shareholders All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and updates are made available on the Company's website (www.cpil.in) on a regular basis. Acknowledgments and Appreciation Your Directors are thankful to all the Shareholders, Business Associates, Vendors, Advisors, Bankers, Governmental Authorities, Media and all concerned for their continued support. The Directors acknowledge the commitment and contribution of all employees to the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. For and on behalf of the Board of Directors Pramod Maheshwari Chairman, Managing Director and CEO Place: Kota Date: May 26, 2015 |