The company has elected to measure the items of property, plant & equipment at their orevious GAAP carrying value at the date of transition to IND AS. Bulliding Includes Building Built on leasehold land.
The management of the company has reviewed the existing assets working conditions and utility at the balance sheet date and are of the opinion that there exists no Indication that an asset has been impaired and hence no impairment has beencarrled out.
"Include Building on land owned by related party. Gross Block of building is*7873.62 Lakhs & Net Block of Building is* 6915.82 Lakhs.
Note 5: CAPITAL WORK-IN-PROGRESS
Capital work-in-progress comprises of property, plant and equipment that are not ready for their intended use at the end of reporting period and are carried at cost comprising direct costs, related incidental expenses, other directly attributable costs and borrowing costs.
I No provision for diminution In the value of certain investments has been considered necessary, since In the opinion of the management, such diminution in their value is temporary in nature considering the nature of investments, inherent value and expected future cash flows from such investment.
'@51%share of the company Career Point Institute of Skill Development Pvt. Ltd. pledged with NSDCfor loan facility availed forspecific project.
(b) Rights, preferences and restrictions attached to shares:
The company has only one class of equity shares having par value of ? 10/- per share. Equity shareholder is having equal voting rights as well ai •ight to dividend dedared/distributed by the company.
(d) Aggregate number of shares issued for consideration otherthancashduringthe periodof fryeyearsimmediatelyprecedingtl-.e reporting pehod
The company has issued equity share 30,000 of ?10 each fully paid up during the financial '/ears 2017-18. on exercise of options granted under the employee stock option plans wherein part consideration was received in form of employee services.
(e) Noclassofsha-cs have been boughtbackby the Company during the oe'-iodot'five yearsimmediatelyprecedingthe reporting date
Nature of Reserves
1 General Reserve amount transferred /apportioned represents is in accordance with (The Companies Act, 1956) wherein a portion of profit is apportioned to general reserve, before a company can declare dividend.
2 "Other Comprehensive Income Reserve represents the balance in equity for item to be accounted In Other Comprehensive Income. OCI Is classified into
i) Items that will not be reclassified to profit & loss
ii) Item th3t will be reclassified to profit & loss."
3 "The balance consists of surplus retained from earned profits after payment of dividend and taxes thereon.'
4 Actuarial Gain and losses for defined plans are recognized through OCI in the period in which they occur. Re-measurement are not reclassified to profit or loss In subsequent periods.
5 Balance of Security Premium Reserve consists of premium on issue of shares over its face value. The balance will be utilised for issue of fully paid bonus shares, buy-back of Company's own share as per the provisions of the Companies Act 2013.
6 The company has an equity-settled share based payment plan for certain categories of employees of the company, refer Note No. 42 of standalone financial statement.
• In the previous year, the Board of Directors, at its meeting declared interim dividend the detail of which is as follows: -
Sub Note:
(a) Working Capital Term Loan (Kotak Bank) of 7410.61 Lakhs @ 9.50% p.a.{RPRR 3% p.a) payable by February, 2027. The loan is secured against the primary security having first charge on current assets (Present and future) and having Collateral Security on Plot No.23, Shubham Enclave, C-Scheme, Jaipur.
Personal guarantee given by Mr. Om Prakash Maheshwari. Mr. Nawal Kishore Maheshwari and Mr. Pramod Maheshwari.
(b> Term (Auto) Loan (Bank of Baroda) of ?26.77 Lakhs @ 10.20% p.a.(RBI Repo Rate -r3.45%) payabe by November 2024. The loan Is secured 3gainst hypothecation of vehicle. Personal guarantee given by Mr. Om Prakash Maheshwari, Mr. Nawal Kishore Maheshy/ari. Mr. Pramod Maheshwari and Mrs. Neelima Maheshwari.
© Term Loan (Induslnd Bank) of 7418.68 Lakhs <® 8.65 % p.a. (1 Year MCLR .15%) payable by June 2034. The loan Is secured against the Security on Plot No. 8-28 & 10-B Scheme, Gopalpura by pass jaipur. Personal guarantee given by Mr. Pramod Maheshwari.
'|S> Search was conducted by Senior Intelligence officer, Directorate general of goods and Service Tax intelligence (DGGI), Jaipur Zonal Unit, Jaipur on 25.04.2022 at CP Tower Road no.l, IPIA, Kota {Rajasthan) and the company has deposited demand of ?24.85 lakhs. Post balance sheet date, the case has been finalised by the Department vide letter dated 03.04.2023 wherein it has concluded its search and continued the demand. Accordingly, amount deposited by the Company has been adjusted against the final demand, lb) Corporate Guarantee of ?3500 Lakhs and *1260 Lakhs on behalf of Loan Facility availed by Career Point University, Kota and Career Point institute of Stall Development Private limited. The management does not expectany outflow of resources in respect of corporate guarantees given.
39 Estimated amount of contracts remainingto be executed on capital account net of advances is Nlll. (Previous year?5 lakhs.)
40 During the earlier years, the Company has received principal amount of 1st Installment of Rs. 216.90 lakhs from Rajasthan Skill and Livelihoods Development Corporation {RSLDC) for the Deen-Dayal Upadhyaya Grameen Kaushalya Yojana (DDU-GKY) project, against which the Company had Incurred Rs.371.75 lakhs and Issued bank guarantee of Rs. 54.22 lakhs in terms of the agreement signed with RSLDC. During the quarter ended 30th September 2022. RSLDC has Invoked oank guarantee of Rs. 54.22 lakhs and has also demanded refund amounting to Rs. 334.76 lakhs (including interest of Rs. 117.36 lakhs) on termination of the above stated project. The Company has pursued the invocation of Bank Guarantee and other receivable of Rs. 213.42 lakhs (Including Rs. 159.19 lakhs receivable) from RSLDC, before the Hon'ble Rajasthan High Court, Jaipur and the Rajasthan State Commercial Court under section 9 of Arbitration & Conciliation Act, 1996.The matter was listed on 28.04.2023 before the hon'ble Rajasthan H gh Court, Jaipur Bench for final arguments wherein the hon'ble Court allowed the petition in Company’s favour and appointed the sole arbitrator. The Company is under process to file application before the sole arbitrator as appointed by hon'ble Court. Based on its assessment of the merits of the case, the management is of the view that it has a creditable case in its favour and the aforesaid receivable balances are good and fully recoverable and hence, no adjustment is required as demanded by the RSLDC at this stage.
41 In accordance with the provision of section 135 of the Act, Board of Directors of the Company had constituted a Corporate Social Responsibility (CSR) Committee, in terms, with the provisions of the said Act, the Company was to spend a sum of * 28.79 Lakhs and ^ 32.49 Lakhs towards CSR activities during the year ended 31st March 2023 and 31st March 2022 respectively. The CSR Committee has been examining and evaluating suitable proposals for deployment of funds towards CSR initiatives. However, the committee expects finalization of such proposals in due course. During the year, Company has contributed the following sums towards CSR initiatives.
42 CPL Employee Stock Option Plan 2013:
Pursuant to the resolution passed by the members In the ACM held on 2lst Sept 2013, the company has introduced CPL employee Stock Option Plan 2013, which provides for issue of not more than 9,06.647 equity shares of face value of ?10each fully paid up shares.
The Company has granted 5,COG employee stock options under the scheme, tacn option so granted shall carry 3 right to subscrioe one equity share of the company upon vest! ng and payment of exercise orice of ? 100 per option. The said Stock Ootion vested on 2nd July, 201S and entitled to exercise the options up to a period of4 years from thedate of vesting. These 5000 options nave beenexercised during 2017-18.
Further, the Company has granted 70,000 employee stock options under the scheme. Each option so granted shall carry a right to subscribe one equity share of the company upon vesting and payment of exercise price of ?125 per option. Out of the above 40,000 stock option vested on 30th November, 2016 and 30,000 stock option shall be vested over 3 period of 2 '/ears from the date of grant, 30th November, 2015 and same is entitled to be exercised up to 3 period or 4 years from the date of vesting. Out of these 70,GOO options, 25000 options had been exercised during 2017-18 and 20000 equity shares had been allotted at an exercise price of ?125pershare including premium of ? 115 per share to the eiigibe employees of the company underthe scheme during 2020-21.
Further, the Company has granted 10,000 employee stock options under the scheme. Each option so granted shall carry a right to subscribe one equity share of the company upon vesting and payment of exercise price of ?110 per option. Out of the above 5,000 stock option granted shail be vested over a period of one-year and 5,000 stock option over a period of 2 years from the date of grant, 30th March, 2017 and same s entitled to be exercised up to a period of 4 years from the date of vesting. Out of these 10,000 options, 10,000 equity shares had been allotted at an exercise price of ? 110 per share including premium of? 100 per share to theeiigible employee of the company under the schemeduring2020-21 No options were granted during the year No options were exercised dun ng the year.
Further, 25000 options which vrere not exe rcised by the eligible emp! oyee have lapsed on 30th November, 2021 The Number of Share Options under the share option plan areasfollows:
43. The Board of Directors at their meeting held on 29th May 2023 has recommended final dividend of Rs 1 per share for the financial year ended March, 312023, subject to the approval of the members at the Annual General Meeting. This is in addition to interim dividend Rs 1 per share declared and paid by the Board of Directors during the said financial \'ear.
47 SEGMENTREPORTING
In accordance with IND AS 108, Operating Segments, segment information has been provided in the consolidated financial results of the Company and therefore no separate disclosure on segment information is given in these standalone financial Statements.
48 The annual GST return (Form 9and 9C) for the year ended 31st, March, 2023 is pending for the filling as competent authority has extended the date of filling till 31st December 2023. The company is in process of recor.ciling the date of GSTR-2A with GSTR-3B. In the view of management on final reconciliation, the impact v/ill not be mate rial.
49 (a) The Board of Directors of the Company in their meeting held on 14th February 2023, has approved a composite scheme of arrangement ('Scheme'} under section 230 to 232. read with section 66 and other applicable provisions of the Companies Act, 2013and the provisions of other applicable laws, amongst Srajan Capital Limited (Transferor Company), Career Point Limited (CPL) (Transferee Company/Demerged Company) and Career Point Edutech Limited (Result rg Company) and their respective shareholders. The Scheme provides for (i) demerger of educat or. business ('Demerged Undertafcng'J from Career Point Limited to Career Point Edutech Limited (Resulting Company); and (ii) merger of Srajan Capital Limited (Transferor Company) with Career Point Limited (Transferee Company). The appointed date for the purpose of giving scheme effect is 1st April 2023. On 28.02.2023 the Career Point Limited has submitted the scheme before the Regulatory Authorities viz SEBI, BSE and NSE. The scheme Is, Inter alia, subject to, receipt of approval from the statutory, regulatory and customary approvals, including approvals from Stock Exchanges, NCLT Chandigarh Branch.
(b) With the necessary approvals of the shareholders and the Registrar of Companies, Jaipur, the Company had altered its object clause of the Memorandum of Association w.e.f. 10th September 2021 to include activities related with NBFC which interalia includes the business activities of holding and investment/financeand accordingly income from investment/finance business have been included in Revenue from operations.
(c) Accordingly, in view of as stated in (b) above, the Company had applied for NBFI Registration with Reserve 8ank of India (RBI) In this regard, RBI has advised Company to alter the object clause of the Memorandum of Association (MOA) of the Company in order to be eligible for registration as non deposit taking (NDj NBFC and plan of the Company to obtain regulatory approvals from SEBi and NCIT in relation to the proposed scheme of arrangement (as referred In para 4(aJ above). The Company has informed RBI, It is in process to file application with SEBI for the r approval and after receiving their approval v/l!l file the scheme with NCLT, Chandigarh for their approval Regarding alteration of MOA, the same has been approved by the shareholders through postal ballot on dated 10.02.2023 and accordingly, the company has received approval from the Registrar of Companies Chandigarh on28.04.2C23. Presently communication with RBI on their queries is going on and certificate of registration is awaited..
SO (a) During the year the Company has given a loan of ^ 27,153.46 Lakhs (Previous Year ^25,104.53 Lakhs) and balance outstanding at the year end is ^17,523.74 Lakhs (Previous Year ^14,068.50 Lakhs) at the rate of 10.05% per annum to M/s Srajan Capital Limited I'SCL1), a wholly owned NBFC Suosidlary for Business activity. The interest has oeen charged at the rate not less than Bank rate declared by Reserve Bank of India (RBI). Furthermore Management is also of the opinion that the given loan is in compliance of section 185 and section 186 under Companies Act, 2013. Investment in SCL Is Rs.2,663 lakhs.
(b) As at 31st March 2023, the Company's investment in and loan to subsidiary company M/s Srajan Capital Limited ('SCL') is Rs. 20,186.74 lakhs (Investment Rs. 2,663.00 lakhs and unsecured loan Rs. 17,523.74 lakhs). As per the audited financial statements of SCL for the year ended 31st March 2023, it has degraded (sub-standard and doubtful) its loans and advances to various parties amounting to Rs. 5,228.82 lakhs (upto 31.03.2022 Rs. 4.431.72 lakhs) including loans given to related party of Rs. 4.397.32 lakhs (upto 31.03.2022 Rs. 4,397.32 lakhs) against which SCL has made provision of Rs. 4,507.38 lakhs (Including provision against loans given to related party of Rs. 4,397.32 lakhs) (upto 31.03.2022 Rs. 467.20 lakhs including orov sion on loans given to rented party of Rs. 439.73 lakhs). Also, the borrower has started the payment of its outstanding dues and has paid Rs. 1,007.20 lakhs during the year. Considering the long term nature, the intrinsic value and future cash flows of the assets of subsidiary company, in the opinion of the management of the company, no provision for diminution in value is necessary in this stage.
c) During the previous financial year 2021-2022, a loan of Rs. 12,200 lakhs which was repayable on demand was converted into long term loans. The long term loan of Rs. 13,000 lakhs will be repaid after four years from FY 2022-2023 in 8 equal installments of Rs. 1,625 lakhs in the manner as wiil be agreed between parties from time to time.
51 Financial risk management objectives and policies
The Company's activities are exposed to a variety of financial risks from Its operations. The key financial risks include market risk (including interest rate risk etc.), credit risk and liquidity risk. The company's overall risk management policy seeks to minimize potential adverse effects on company's financial performance.
(A) Market Risk: Market risk Is the risk that the fair value of future cash flow of financial Instruments will fluctuate becauseof change In market prices. Market risk comprises mainly of interest rate risk.
(a) Interest rate risk: Interest rate risk is the risk that the fair value of future cash flows of a financial Instrument will fluctuate because of changes in market interest rates. Any change in the interest rates environment may impact future rates of borrov/ing. The company mitigates this risk by regularly assessing the market scenario, finding appropriate financial instruments, interest rate negotiation with the lenders for ensuring the cost effective method of financing.
(b) Interest Rate Sensitivity: The following table demonstrates the sensitivity to a reasonable possible change in interest rsteon financial assets affected. With all other variable held constant, the company's profit before tax is affected through the impact on finance cost with respect to our borrowing as follows:
(c) Price Risk: The Company's exposure to securities price riskarises from investments held In mutual funds and classified In the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the company diversifies its portfolio. Quotes (NAV) of these investments are available from the mutual fund houses. As on 31.03.2023, the Company has no investment in mutual funds and hence ft has no price risk as on 31.3.2023.
Profit forthe year would increase/decrease as a result of gains/losseson these securities classified as at fair value through profit or loss.
(d) Commodity Price risk: The Company is affected by the price volatility of certain commodities. Its operating activities require the purchase of raw material therefore, requires a continuous supply of certain raw materials. To mitigate the commodity price risk, the Company has an approved supplier base toget competitive prices forthe commodities and to assess the market to manage the cost without any comprise on quality.
(B) Credit Risk:
Credit risk arises from the possibility that counter party may not be able to settle their obligation as agreed. Credit risk primarily arises from financial assets such as trade receivables, other balance with banks, loans and other receivables.
Trade Receivables: - The maximum exposure to credit risk is primarily from trade receivables (Other than Group Company), The company periodically assesses the credit quality of counter parties, taking into the financial condition, current economic trends, past experiences and other factors.
The company has a well-defined sale policy to minimize its risk or credit defaults. Outstanding receivables are regularly monitored and assessed. Impairment analysis is performed based on historical data at each reporting date on an individual basis Financial assets are written off when there is no reasonable expectation of recovery, such as customer failing to engage in a repayment plan with the company.
Deposits with Bank: The deposits with banks constitute mostly the liquid investment of the company and are generally not exposed to credit risk.
(C) Liquidity Risk: Liquidity risk is the risk, where the company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset, The company's approach to ensure, as far as possible, that It will have sufficient liquidity to meet its liabilities when due.
52. Capital risk management
The Company's policy is to maintain an adequate capital base so as to maintain creditor and market confidence and to sustain future development. Capital Includes Issued capital, share premium and all other equity reserves attributable to equity holders. The primary objective of the Company's capital management is to maintain an optimal structure so as to maximize the shareholder's value. In order to strengthen the capital base, the company may use appropriate means to enhance or reduce capital, as the case may be.
The Company is notsubjecttoany external Imposed capital requirement. The company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net Debt is calculated as borrowings less cash and cash equivalents.
The above information's regarding Micro. Small and medium Enterprise has been determined to the extent such parties have been identified of information available with the Company and as certified by the management.
54. Fair valuation techniques
The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available. The fair values of the financial assets and liabilities are included at the amount that v/ould be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The following methods and assumptions were used to estimate the fair values:
1) Fair value of cash and deposits, other bank balances, trade receivables, loans, trade payables, and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
2) Long-term fixed-rate and variable-rate receivabies / borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, credit risk and other risk characteristics. Fair value of variable interest rate borrowings approximates their carrying values, for fixed interest rate borrowing fair value is determined by using the discounted cash flow (DCF) method using discount rate that reflects the issuer's borrowings rate. Risk of non-performance for the company is considered to be insignificant in valuation.
Fair Value Hierarchy
All financial assets and liabilities for which fair value is measured in the financial statements are categorised within the fair value hierarchy,
described as follows: -
Level 1 - Quoted prices in active markets.
Level 2- Valuation techniques for which the lowest level Input that is significant to the fair value measurement is directly or Indirectly observable.
Level 3 - Inputs that are not based on observable market data.
The following table presents the fair value measurement hierarchy of financial assets and liabilities, which have been measured subsequent to Initial recognition at fair value as at 31st March, 2023 & 31st March 2022.
Terins and Conditions of Loan given to related parties:
Loans given by the Company to related parties are unsecured. Loan of ?4,523.74 Lakhs is repayable on demand and the borrower agrees to repay the loan as and when demanded by the company. Long Term Loan is of 113,000 Lakhs. Further the borrower shall pay interest @ 10.05% on the principal amount of loan outstanding. Interest will be charged on quarterly basis. The borrower undertakes that they will utilize the entire amount of loan for their business activity.
57. Other Information in terms of the amendment in Schedule III of the Companies Act vide notification dated 24th March 2021
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any 8enami property.
(ii) The Company does not have any transactions with companies struck off.
(Hi) The Company have not traded or Invested in Crypto currency or Virtual Currency during the financial year
(iv) The Company has not been declared wilful defaulter by any bank or financial institution orgovemment or any government authority.
(v) The Company have not advanced or loaned or invested funds (eitherfrom borrowed funds orshare premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entitles (Intermediaries) with the understanding
that the Intermediary shall lend or Invest in party identified by or on behalf of the Company (Ultimate Benefidaries)(read with note no. 56 (c) above wherein company has advanced or loaned or invested in one of the subsidiary company which is registered as NBFC with RBI and whose business is to provide and service loans and provide ancillary services)
(vi) The Company has not received any fund from any party(s) (Funding Party) vrith the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961}
(viii) The company has not been sanctioned working capital limit in excess of ? 5 crore, in aggregate, at points of time during the year, from bank on the basis of security of current assets.
(ix) The company has utilized the borrowings from banks and financial institutions for the specific purpose for which it. was taken during the financial year
(x) There is no change In opening balance of other equity due to change In any accounting policy and prior period errors
(xi) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.
59. Previous year figures have been regrouped/rearranged/recasted wherever consider neccesary to make them comparable with current period.
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