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DIRECTOR'S REPORT

Career Point Ltd.

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Market Cap. (₹) 129.14 Cr. P/BV 0.32 Book Value (₹) 222.32
52 Week High/Low (₹) 167/70 FV/ML 10/1 P/E(X) 5.82
Bookclosure 26/09/2018 EPS (₹) 12.22 Div Yield (%) 0.00
Year End :2016-03 

DIRECTORS'S REPORT

Dear Career Point Shareowners,

The Board of Directors ("Board") of Career Point Limited ("Company") with immense pleasure present their sixteenth report on the business and operations of your Company for the financial year 2015-16. This Report is being 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 2015-16 on standalone basis are as follows:

(' 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 developments which took place during the financial year 2015-16 have been detailed out in the Management Discussion and Analysis Report which forms part of Directors' Report.

3. 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.

4. 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.

5. Subsidiary Companies

Your Company has 6 subsidiaries i.e. Career Point Infra Limited, Career Point Edutech Limited, Gyan Eduventure Private Limited, Career Point Accessories Private Limited, Srajan Capital Limited, Career Point Institute of Skill Development Private Limited and 2 step down subsidiaries i.e. Coupler Enterprises Private Limited and Srajan Agritech Private Limited.

During the financial year 2015-16, M/s Career Point Institute of Skill Development Private Limited was incorporated as wholly owned subsidiary company of Career Point Limited.

A separate statement in Form AOC -1 containing the salient features of financial statements of all subsidiaries & associates of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting ('AGM') as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your Company www.cpil.in.

6. 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 given as an addendum or annexure thereto.

7. Consolidated Financial Statements and Cash Flow Statement

The consolidated financial statements and Cash flow statement for the financial year ended March 31, 2016 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.

8. Corporate Governance

In compliance with Regulation 34 of the SEBI (Listing obligations and disclosure requirements) Regulations 2015, a separate report on Corporate Governance along with a certificate 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 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 judgments 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 of 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.

11. 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.

12. Risk Management

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.

13. Details of Board Meetings

The Board of Directors met five times in the year 2015-16. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

14. Directors

In accordance with the provision of Section 152 (6), Mr. Pramod Maheshwari [DIN - 00185711] and Mrs. Neelima Maheshwari [DIN - 00185677], Directors, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

The Board recommends their re-appointment. Details of the proposal for their appointment are given in the Notice of the Annual General Meeting.

15. Declaration by Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The details of programmes for familiarization 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 www.cpil.in.

16. 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 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 Annual General Meeting and eligible for reappointment as Statutory Auditors of your Company for the financial year 2016-17. The Audit Committee of the Board has recommended their re-appointment.

Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification(s) or re-enactment(s) for the time being in force), from M/s Sharp & Tannan, Chartered Accountants. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

The Notes on Accounts referred to in the Auditors' Report are self explanatory and do not 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 and Remuneration of Managerial Personnel) Rules,

2014, Company had appointed M/s. M Sancheti & Associates, Company Secretaries, Jaipur (Certificate of Practice No.: 8997) as Secretarial Auditor of the Company for the Year 2016-17. In accordance with the section 204 of the Act they have submitted their report in prescribed format and the same has been attached at Annexure-3. The report so submitted is self-explanatory and does not call for any further explanation(s) / comment(s).

20. Loans, Guarantees or Investment

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2016, are set out in NOTE 10, 10A, 12 and 16 to the Standalone Financial Statements forming part of this report.

21. Related Party Transaction

All related party transactions (RPTs), which were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and did not attract provisions of section 188 of the Companies Act, 2013. There were material transactions entered with related parties, during the year under review, which have been disclosed in Form AOC-2 in that regard.

During the year 2015-16, as required under section 177 of the Companies Act, 2013 and regulation 23 of the SEBI Listing Regulations, 2015, all RPTs were reviewed and approved by the Audit Committee. Prior omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in the ordinary course of business and are on arm's length basis in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations.

A statement showing the disclosure of transactions with related parties as required under Accounting Standard 18 is set out separately in this Annual Report.

The Policy on RPTs as approved by the Board is uploaded on the Company's website www.cpil.in

22. Particulars of Employees

The information required under Section 197 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 and is also available on the website of your Company.

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.

23. 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.

24. 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 Praksash Maheshwari (Executive Director & Chief Financial Officer)

25. 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 behavior, 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 organization. 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 Regulations, 2015, 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 participations 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.

27. 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.

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. Familiarization 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 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 2015-16, your Company has granted 70,000 options 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 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 Act, 2013 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 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.

33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redresal) 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 & Redresses) 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 2015-16:

No. of complaints received: Nil No. of complaints disposed off: N. A.

34. 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, 2016.

35. 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.

36. 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.

37. Acknowledgements 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.

Place: Kota For and on behalf of the Board of Directors

Date: May 09, 2016

Pramod Maheshwari

Chairman, Managing Director and CEO

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