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Directors Report of Career Point Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Fourteenth Annual Report on the business and operation of the company along with the Audited Statement of Accounts for the financial year ended March 31, 2014.

Financial Highlights

The highlights of your Company`s financial results for the financial year April 1, 2013 to March 31, 2014 on standalone basis are as follows:

(Rs.in Lacs)

Particulars 2013-14 2012-13

Sales & Services Income 5414.01 7055.88

Other income 835.00 682.91

Total Income 6249.01 7738.79

Profit before tax 441.67 2425.22

Provision for Taxation 20.62 885.34

Profit after tax 421.05 1539.88

Balance carried to Balance Sheet 421.05 1539.88

Performance

Performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report which forms part of Directors'' Report.

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 3 step down subsidiaries i.e. Coupler Enterprises Private Limited, Srajan Agritech Private Limited and Kota Automobiles Private Limited.

Copies of the Balance Sheet, Profit & Loss Account and Report of the Auditors of the subsidiary companies have not been attached as per the consent granted by the Board of Directors of the Company in terms of general exemption granted by the Ministry of Corporate Affairs, Government of India under Section 212(8) of the Companies Act, 1956 vide general circular no. 2/2011 dated 08.02.2011. However, as per the terms of the general exemption, a statement containing brief financial details of the subsidiary companies for the year ended March 31, 2014 and a statement pursuant to section 212 of the Company Act, 1956 relating to Subsidiary Company is included in the Annual Report. As required under the Listing Agreements with the Stock Exchanges, the Company has prepared the Consolidated Financial Statements of the Company and its subsidiaries as per Accounting Standard (AS) 21, Consolidated Financial Statements which form part of the Annual Report and Accounts.

The Annual Accounts of the subsidiary companies and related detailed information will be made available to the Shareholders of the Company seeking such information. The Annual Accounts of the subsidiary companies are also kept for inspection by any investors at the Registered Office of your Company.

Corporate Governance

The sprit 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. 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.

Corporate Social Responsibility

In alignment with the provisions of the Companies Act, 2013, 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.

The said Committee has been entrusted with the responsibility of formulating and monitoring the Corporate Social Responsibility Policy of the Company, which will include inter-alia activities to be undertaken by the Company, monitoring the implementation of the framework of the Policy and recommending the amount to be spent on CSR activities.

Directors

Mr. Mahesh Gupta [DIN - 00132721] and Mr. Ram Swaroop Chaudhary[DIN - 00711599] , Directors, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Board of Directors in their meeting held on May 29, 2014 had re-appointed, Mr. Om Prakash Maheshwari as Whole time Director designated as Executive Director & Chief Financial Officer of the Company for a further period of five years w.e.f. April 1, 2014 and Mr. Nawal Kishore Maheshwari as Whole time Director designated as Executive Director of the Company for a further period of five years w.e.f. April 1, 2014. These re-appointments are subject to the shareholders` approval.

IPO update

The Company came up with an Initial Public Offering (''IPO'' or ''Issue'') in October 2010. The equity shares were listed on the National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Ltd (BSE) on October 6, 2010. The IPO was floated for 3,712,642 Equity Shares of Rs. 10 each at a premium of ` 300 per share (` 285 per share for eligible employees) aggregating to Rs. 1,150 Million. As required under Clause 49 (IV) (D) of the Listing Agreement, the utilisation of the IPO proceeds are being reported in all the Quarterly results published by the Company after the same is reviewed by the Audit Committee. Detailed IPO proceeds utilization has been provided in the financial statements forming part of this Annual Report.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby states and confirms:

¦That in the preparation of Annual Accounts for the financial year, applicable Accounting Standards have been followed along with the proper explanations relating to material departures, if any;

¦That they have selected such accounting policies, which have been consistently applied and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for that year;

¦That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

¦That they have prepared the Annual Accounts on a going concern basis.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Consider the business activities of the Company information required to be provided under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in relation to Conservation of Energy and Technology Absorption are currently not applicable to the Company. Particulars of foreign currency earnings and outgo during the year are given in Notes to Accounts forming part of the Annual Report.

Public Deposits

During the year your company has neither invited nor accepted any Deposits from the Public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if any.

Consolidated Financial Statements and Cash Flow Statement

As stipulated by Clause 32 of the Listing Agreement, the consolidated financial statements and Cash flow statement for the financial year ended March 31, 2014 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.

Particulars of Employees

Particulars of employees required in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are mentioned in the table below:

Name Designation Qualification Age Joining Date Experience (In Years)

Mr. Pankaj Talwar Faculty (Chemistry) B.E. 37 1/1/2010 18 years

Mr. Ramesh Kumar Sharda Faculty (Chemistry) M.Sc. 42 1/1/2010 17 years

Mr. Rajnish Goyal Faculty (Maths) B.E. 38 1/4/2006 9 years



Name Gross Previous Remuneration Employment Paid during and FY 2013-14 Designation (Rs. in Lakhs)

Mr. Pankaj Talwar 72.34 Allen Career Institute, Kota as Faculty

Mr. Ramesh Kumar Sharda 68.58 Allen Career Institute, Kota as Faculty

Mr. Rajnish Goyal 62.50 Self Employed



Dividend

Your Directors have not recommended any dividend for the financial year ended as on March 31, 2014.

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 2014-15. 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.

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.

During the financial year 2013-14, your Company had launched CPL Employees Stock Option Plan 2013 (ESOP 2013) with the objective to provide an incentive to attract and retain the best talents by way of rewarding their performance and motivate them to contribute to the corporate growth and profitability. None of the employee was granted option under ESOP 2013 in financial year 2013-14.

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.

For and on behalf of the Board

Pramod Maheshwari Chairman, Managing Director & CEO

Place : Kota Om Prakash Maheshwari Dated : May 29, 2014 Executive Director & CFO


Mar 31, 2013

Dear Career Point Shareowners,

The Directors have pleasure in submitting their Thirteenth Annual Report on the business and operation of the company alongwith the Audited Balance Sheet and Profit & Loss Accounts for the year ended March 31, 2013.

Financial Highlights

The financial highlights of the Company for the year on standalone basis are as under: (Rs.in Lacs) Particulars 2012-13 2011-12

Sales & Services Income 7055.88 7958.95

Other income 682.91 1770.54

Total Income 7738.79 9729.49

Profit before tax 2425.22 4451.92

Provision for Taxation 885.34 1272.33

Profit after tax 1539.88 3179.59

Balance carried to Balance Sheet 1539.88 3179.59

Performance

Performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report which forms part of Directors'' Report.

Subsidiary Companies

Your Company has 4 subsidiaries i.e. Career Point Infra Limited(CP Infra) , Career Point Edutech Limited (CP Edutech) , Gyan Eduventure Private Limited (Gyan Eduventure) and Career Point Accessories Private Limited (CP Accessories).

Copies of the Balance Sheet, Profit & Loss Account and Report of the Auditors of the subsidiary companies have not been attached as per the consent granted by the Board of Directors of the Company in terms of general exemption granted by the Ministry of Corporate Affairs, Government of India under Section 212(8) of the Companies Act, 1956 vide general circular no. 2/2011 dated 08.02.2011. However, as per the terms of the general exemption, a statement containing brief financial details of the subsidiary companies for the year ended March 31, 2013 and a statement pursuant to section 212 of the Company Act, 1956 relating to Subsidiary Company is included in the Annual Report. As required under the Listing Agreements with the Stock Exchanges, the Company has prepared the Consolidated Financial Statements of the Company and its subsidiaries as per Accounting Standard (AS) 21, Consolidated Financial Statements which form part of the Annual Report and Accounts.

The Annual Accounts of the subsidiary companies and related detailed information will be made available to the Shareholders of the Company seeking such information. The Annual Accounts of the subsidiary companies are also kept for inspection by any investors at the Registered Office of your Company.

Corporate Governance

The sprit 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. 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

Mr. Pawan Kumar Lalpuria and Mr. Pritam Kumar Goswami , Directors, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. Necessary resolutions are being placed before the shareholders for approval.

IPO update

The Company came up with an Initial Public Offering (''IPO'' or ''Issue'') in October 2010. The equity shares were listed on the National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Ltd (BSE) on October 6, 2010. The IPO was floated for 3,712,642 Equity Shares of Rs. 10 each at a premium of Rs. 300/- per share (Rs. 285/- per share for eligible employees) aggregating to Rs. 1,150 Million. As required under Clause 49 (IV) (D) of the Listing Agreement, the utilisation of the IPO proceeds are being reported in all the Quarterly results published by the Company after the same is reviewed by the Audit Committee. Detailed IPO proceeds utilization has been provided in the financial statements forming part of this Annual Report.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby states and confirms:

- That in the preparation of Annual Accounts for the financial year, applicable Accounting Standards have been followed along with the proper explanations relating to material departures, if any;

- That they have selected such accounting policies, which have been consistently applied and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for that year;

- That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That they have prepared the Annual Accounts on a going concern basis.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Consider the business activities of the Company information required to be provided under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in relation to Conservation of Energy and Technology Absorption are currently not applicable to the Company. Particulars of foreign currency earnings and outgo during the year are given in Notes to Accounts forming part of the Annual Report.

Public Deposits

During the year your company has neither invited nor accepted any Deposits from the Public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if any.

Consolidated Financial Statements and Cash Flow Statement

As stipulated by Clause 32 of the Listing Agreement, the consolidated financial statements and Cash flow statement for the financial year ended March 31, 2013 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.

Particulars of Employees

The Company did not have any employee drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, and therefore no particulars are required to be furnished.

Dividend

Your Directors have not recommended any dividend for the financial year ended as on March 31, 2013.

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 2013-14. The Audit Committee of the Board has recommended their re- appointment. The necessary resolution is being placed before the shareholders for approval.

They have furnished the requisite certificate to the effect that their re- appointmen, if effected, will be in accordance with Section 224(1B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and do not require any further comments.

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.

For and on behalf of the Board

Pramod Maheshwari Chairman, Managing Director & CEO

Place : Kota Om Prakash Maheshwari

Dated : May18, 2013 Executive Director & CFO


Mar 31, 2012

The Directors have pleasure in presenting their Twelth Annual Report together with the Audited Accounts of your Company for the year ended March 31, 2012.

Financial Highlights

The financial highlights of the Company for the year on standalone basis are as under:

(Rs. in Lacs)

Particulars 2011-12 2010-11

Sales & Services Income 7,958.95 7,862.38

Other income 1,770.54 1,070.26

Total Income 9,729.49 8,932.64

Profit before tax 4,451.92 3,916.99

Provision for Taxation 1,272.32 1,179.57

Profit after tax 3,179.60 2,737.42

Balance of Profit brought forward 8,262.44 5,525.02

Balance carried to Balance Sheet 11,442.04 8,262.44

Performance

Performance of the Company has been comprehensively covered in the Management Discussions and Analysis Report which forms part of Directors' Report.

Subsidiary Companies

Your Company has 3 subsidiaries i.e. Career Point Infra Limited (CP Infra), Career Point Edutech Limited (CP Edutech) and Gyan Eduventure Private Limited (Gyan Eduventure).

Copies of the Balance Sheet, Profit & Loss Account and Report of the Auditors of the subsidiary companies have not been attached as per the consent granted by the Board of Directors of the Company in terms of general exemption granted by the Ministry of Corporate Affairs, Government of India under Section 212(8) of the Companies Act, 1956 vide general circular no. 2/2011 dated 08.02.2011. However, as per the terms of the general exemption, a statement containing brief financial details of the subsidiary companies for the year ended March 31, 2012 and a statement pursuant to section 212 of the Company Act, 1956 relating to Subsidiary Company is included in the Annual Report. As required under the Listing Agreements with the Stock Exchanges, the Company has prepared the Consolidated Financial Statements of the Company and its subsidiaries as per Accounting Standard (AS) 21, Consolidated Financial Statements which form part of the Annual Report and Accounts.

The Annual Accounts of the subsidiary companies and related detailed information will be made available to the Shareholders of the Company seeking such information. The Annual Accounts of the subsidiary companies are also kept for inspection by any investors at the Registered Office of your Company.

Corporate Governance

The sprit 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. 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

The Board has re-appointed Mr. Pramod Maheshwari, as Managing Director of the Company for a period of five years with effect from July 1, 2012 subject to the approval of the Shareholders. The detailed terms and conditions of the re-appointment are given in the Notice of Annual General Meeting.

Mr. Mahesh Gupta was appointed as an Additional Director at the Board Meeting held on February 7, 2012. His term of office expires at the end of the ensuing Annual General Meeting. The Company has received a notice in writing from the member under Section 257 of the Act proposing Mr. Mahesh Gupta appointment as Director of the Company. Necessary resolution relating to the same is being placed before the shareholders for approval.

Mr. Ram Swaroop Chaudhary and Mr. Vishal Jain, Directors, retire at the forthcoming Annual General Meeting and are eligible for re- appointment. Necessary resolutions are being placed before the shareholders for approval

Utilisation of IPO proceeds

The Company came up with an Initial Public Offering ('IPO' or 'Issue') in October 2010. The equity shares were listed on the National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Ltd (BSE) on October 6, 2010. The IPO was floated for 3,71 2,642 Equity Shares of Rs. 10 each at a premium of Rs. 300/- per share (Rs. 285/- per share for eligible employees) aggregating to Rs. 1,150 Million. During the year under review, your Company obtained the approval from the members at Extra Ordinary General Meeting held on March 19, 2012 and delegated the powers to the Board of Directors of the Company to very/amend/alter/revise the utilisation of any part of IPO proceeds and/or utilise any part of the issue proceeds for a purpose or purposes other than those described in the Prospectus of the Company.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby states and confirms:

- That in the preparation of Annual Accounts for the financial year, applicable Accounting Standards have been followed along with the proper explanations relating to material departures, if any;

- That they have selected such accounting policies, which have been consistently applied and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for that year;

- That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That they have prepared the Annual Accounts on a going concern basis.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Consider the business activities of the Company information required to be provided under Section 21 7(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in relation to Conservation of Energy and Technology Absorption are currently not applicable to the Company. Particulars of foreign currency earnings and outgo during the year are given in Notes to Accounts forming part of the Annual Report.

Public Deposits

During the year your Company has neither invited nor accepted any Deposits from the Public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if any.

Consolidated financial statements and cash flow statement

As stipulated by Clause 32 of the ListingAgreement, the consolidated financial statements and Cash flow statement for the financial year ended March 31, 201 2 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.

Particulars of employees

The Company did not have any employee drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, and therefore no particulars are required to be furnished.

Dividend

Your Directors have not recommended any dividend for the financial year ended as on March 31, 201 2

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 201 2-13. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

The notes on Accounts referred to in the Auditors' Report are self explanatory and do not require any further comments.

Acknowledgements and Appreciation

Your Directors are thankful to all the all shareholders, Franchisees, 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

Place : Kota Pramod Maheshwari

Date : May 30, 2012 Chairman, Managing Director & CEO


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their Eleventh Annual Report together with the Audited Accounts of your Company for the year ended March 31, 2011.

Financial Results

The financial highlights of the Company for the year on standalone basis are as under:

(Rs.in Lacs)

Particulars 2011 2010

Sales & Services Income 7,862.38 6,165.50

Other income 1,070.26 614.59

Total Income 8,932.64 6,780.09

Profit before tax 3,916.99 2,937.87

Provision for Taxation 1,179.57 950.91

Profit after tax 2,737.42 1,986.96

Balance of Profit brought forward 5,525.02 3,538.06

Balance carried to Balance Sheet 8,262.44 5,525.02

Performance

The Company's performance in the year 2010-11 continued its strong momentum and showed healthy growth. During 2010-11, your Company achieved a Sales & Services Income of Rs.7,862.38 Lacs as compared to Rs 6,165.50 Lacs in 2009-10. The Profit before tax of the Company was Rs. 3,916.99 Lacs for the current financial year as compared to Rs.2,937.87 Lacs in 2009-10. The net profit after tax stood at Rs.2,737.42 Lacs, compared to the net profit after tax of Rs.1,986.96 Lacs in the previous fiscal, growth over 37.77% over the previous year.

Public Issue

During the year under review the Company turned into a public listed entity with an Initial Public Offering ('IPO' or 'Issue') of its equity shares in October 2010. The equity shares were listed on the National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Ltd (BSE) on October 6, 2010. The IPO was floated for 3,712,642 Equity Shares of Rs.10 each at a premium of Rs.300/- per share (for employees Rs.285/- per share) aggregating to Rs.11,500 Lacs. The Issue received a good response from all sections of investors and was oversubscribed by 41.10 times. The Issue was through 100% book building process. The issue constituted 20.48 % of the post issue paid- up share capital of the Company.

Subsidiary Companies

Your Company has 2 subsidiaries i.e. Career Point Infra Limited (CP Infra) and Career Point Edutech Limited (CP Edutech).

CP Infra is in the field of rendering infrastructure and allied services for setting-up of physical infrastructure for educational institutions. CP Infra has entered into an infrastructure support service agreements for providing infrastructure support services with Gopi Bai Foundation Trust Kota (Raj.) for setting up of their proposed university at Kota and Hamirpur namely Career Point University and with Career Point Education Society for Career Point Technical Campus at Rajsamand.

CP Edutech is in the field of developing technology based educational solution and software. CP Edutech has been instrumental in launching two software products i.e. a2zexam. com and examtayari.com.

Copies of the Balance Sheet, Profit & Loss Account and Report of the Auditors of the subsidiary companies have not been attached as per the consent granted by the Board of Directors of the Company in terms of general exemption granted by the Ministry of Corporate Affairs, Government of India under Section 212(8) of the Companies Act, 1956 vide general circular no. 2/2011 dated 08.02.2011. However, as per the terms of the general exemption, a statement containing brief financial details of the subsidiary companies for the year ended March 31, 2011 and a statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is included in the Annual Report. As required under the Listing Agreements with the Stock Exchanges, the Company has prepared the Consolidated Financial Statements of the Company and its subsidiaries as per Accounting Standard (AS) 21, Consolidated Financial Statements which form part of the Annual Report and Accounts.

The Annual Accounts of the subsidiary companies and related detailed information will be made available to the Shareholders of the Company seeking such information. The Annual Accounts of the subsidiary companies are also kept for inspection by any investors at the Registered Office of your Company.

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. 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

Mr. Vishal Jain was appointed as an Additional Director at the Board Meeting held on January 27, 2011. His term of office expires at the end of the ensuing Annual General Meeting. The Company has received a notice in writing from the member under Section 257 of the Act proposing Mr. Vishal Jain appointment as Director of the Company. Necessary resolution relating to the same is being placed before the shareholders for approval.

Mr. Pawan Kumar Lalpuria and Mr. Pritam Kumar Goswami, Directors, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. Necessary resolutions are being placed before the shareholders for approval.

The Board of Directors in their meeting held on March 26, 2011 had re-appointed Mr. Pramod Maheshwari as Whole time

Director designated as Chairman, Managing Director & Chief Executive Officer of the Company for a further period of three years w.e.f. April 1, 2011, Mr. Om Prakash Maheshwari as Whole time Director designated as Executive Director & Chief Financial Officer of the Company for a further period of three years w.e.f. April 1, 2011 and Mr. Nawal Kishore Maheshwari as Whole time Director designated as Executive Director of the Company for a further period of three years w.e.f. April 1, 2011. These re-appointments are subject to the shareholdersRs. approval. Necessary resolutions are being placed before the shareholders for approval.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby states and confirms:

That in the preparation of Annual Accounts for the financial year, applicable Accounting Standards have been followed along with the proper explanations relating to material departures, if any;

That they have selected such accounting policies, which have been consistently applied and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for that year;

That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

That they have prepared the Annual Accounts on a going concern basis.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Considering the business activities of the Company information required to be provided under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in relation to Conservation of Energy and Technology Absorption are currently not applicable to the Company.

Particulars of foreign currency earnings and outgo during the year are given in Notes to Accounts forming part of the Annual Report.

Fixed Deposits

During the year your company has neither invited nor accepted any Deposits from the Public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if any.

Particulars of employees

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 is not required to give as during the financial year ended March 31, 2011, no employee was employed throughout the year who has in receipt of remuneration not less than Rs.60,00,000 for the year and remuneration not less than Rs. 5,00,000 per month.

Dividend

Your Directors have not recommended any dividend for the financial year ended as on March 31st, 2011.

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 2011-12. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

The notes on Accounts referred to in the Auditors' Report are self explanatory and do not require any further comments.

Acknowledgements and Appreciation

Your Directors are thankful to all shareholders, Franchisees, 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

Place : Kota Pramod Maheshwari

Date : May 13, 2011 Chairman, Managing Director & CEO







 
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