డైరెక్టర్ల నివేదిక CPEC Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present their 71st Annual Report together with audited account statement for the year ended on the 31st March, 2014.

1. BUSINESS ACTIVITY:

The Company''s financial result for the year ended on the 31st March, 2014 is as under:

Current Year Previous Year Particulars (in Rs. lacs) (in Rs. lacs)

Revenue from Operations - 249.74

Other Income 0.20 -

Total Revenue 0.20 249.74

Depreciation and Amortization Expense 1.25 0.10

Finance cost 7.38 55.03

Other Expense 64.60 169.10

Employee benefits expense 2.64 5.34

Total Expense 75.87 229.57

Profit/(Loss) before Exceptional items (75.66) 20.17

Exceptional items 118.57 (133.33)

Profit/(Loss) Before Tax Tax Expenses 42.91 (113.16)

a. Provision for Income Tax 168.24 -

b. Deferred Tax Assets/Liabilities/MAT Credit (0.18) 0.05

c. Fringe Benefit Tax - -

Profit/(Loss) after tax (125.16) (113.21)

Profit/(Loss) brought forward from previous year (s)

Balance carried to the Balance Sheet (125.16) (113.21)

2. DIVIDEND:

Your directors do not recommend any dividend for the financial year 2013-14.

3. OPERATIONS:

During the year under review, your company has recorded total income of Rs. 0.20 lacs with a loss of Rs. 125.16 lacs. In the first quarter of next financial year i.e 30/06/2014 the company has completed the stake sale in M/S Euro Solar Power Pvt. Ltd. for a Net Sale consideration of Rs. 7.875 Cr. The amount is receivable in stages and last payment to be received in December 2014. The company proposes to repay all its statutory liabilities, repay loans and further expand the solar power development, solely or in joint venture, on the balance vacant land of around 70 acres adjacent to the existing plot.

4. AUDITORS AND THEIR REPORT

M/s D.B. Bhanushali, Chartered Accountants, the auditors of the company are retiring at the conclusion of the ensuing Annual General Meeting of the company and being eligible offer themselves for reappointment as Auditors. The Company has received certificate to the effect that their appointment, if made, would be within the limit prescribed under Section 141 (3) of the Companies Act, 2013.

The Auditor''s Report is self-explanatory and needs no clarification.

5. PARTICULARS OF EMPLOYEES

During the year under review, the Company did not have any employee attracting provisions of Section 134 (3) (e) of the Companies Act, 2013.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company is into Renewable energy, mainly Solar power generation, hence the disclosures under Section 217 (1) (e) of the Companies Act. 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable.

Foreign Exchange Earnings/Outgoings

There were no foreign exchange earnings during the year were Rs. 0/- and outgoings Rs. 0/-.

7. INVESTOR RELATIONS:

Your company continues to provide prompt investor service through quick resolution of investor grievances. Your company has designated an exclusive email id [email protected] to enable the investors to post their grievances and the company to monitor its redressal. The company is also registered at the SCORES website of SEBI, where we take regular updates on any grievance posted, which so far has been 2 received and 2 resolved and hence, NIL outstanding. The company has paid Annual Listing fees to the Stock Exchange for the financial year 2013-14.

8. FIXED DEPOSITS:

Your Company has not accepted any public deposits within the meaning of the provisions of Section 73(1) of the Act read with the Companies Act (Acceptance of Deposits) Rules, 1975. Therefore, no amount on account of principal or interest on Public Deposits was outstanding as on the Date of the Balance Sheet.

9. DIRECTORS:

The Board of Directors is duly constituted and there has been no change during the financial year under consideration. Mr. Riyaz Shamji, Director, retiring at the ensuing Annual General Meeting, being eligible offers himself for re-appointment.

10. COMPLIANCE CERTIFICATE

The Compliance Certificate under Section 383A of the Act, and Rule 3 of the Companies (Compliance Certificate) Rules, 2001 is issued by SRM & Co., Practicing Company Secretary and forms part of this Report.

11. JOINT VENTURE AND SUBSIDIARIES

During the year under review, Moulik Impex Private Limited is the only subsidiary of the Company and hence reporting under the provisions of Section 129(3) of the Companies Act, 2013, (the Accounts and other information of the subsidiaries) is required.

12 DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under the provisions of section 134(5), of the Companies Act, 2013, your Directors state that:

1. In preparation of Annual Accounts the applicable accounting standards have been followed along with proper explanation relating to material departure therefrom.

2. They had selected such accounting policies and applied them constantly 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 at the end of the financial year and that of profit of the company for that period.

3. They had taken proper and sufficient care of maintenance of adequate accounting records so as to safeguard the company''s assets and to detect fraud and irregularities.

4. They have prepared the annual accounts of the company on a going concern basis.

13. ACKNOWLEDGEMENT:

The Board wishes to express their sincere gratitude for the continued co-operation, encouragement and support extended by the shareholders and bankers of the company. The Board also wishes to express their deep appreciation of the dedicated services of the officers, staff of the company.

For & on behalf of the Board of Directors

Place: Mumbai Shernaz H. Master Date : 08th August 2014 Director

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Mar 31, 2010

The Directors present Sixty-Seventh Annual Report and the Audited Statement of Final Accounts for the year ended 31st March 2010

FINANCIAL RESULTS 2009-2010 2008-2009

Rupees Rupees

The Gross Operating Profit / (Loss) for the year (6,104,887) (6,212,552)

Deduction therefrom/Addition thereto : Interest 9,846,776 1,528,710

Depreciation , 475,716 745,380

Operating Profit (16,429,779) (8,486,642)

Profit on sale of asset 1,834,847

Net Profit Before Tax (18,264,626) (8,486,642)

Provision for taxation - - Income Tax - - Deferred Tax - 78,133

Fringe Benefit Tax - 65,031

(143,164)

Profit after Tax (18,264,626) (8,629,806)

Add: Income Tax Adjustments for prior years - 32,709

Add: (Less) amount written off. - -

(18,264,626) (8,662,515)

Balance in Profit & Loss Account brought forward 9,465,300 18,127,815

(8,799,326) 94,65,300

APPROPRIATIONS - -

General Reserves

Leaving a balance to be carried forward (8,799,326) -

(8,799,326) 94,65,300

OPERATTONSAND FUTURE PROSPECTS

During the year, the production & sales in quantitive revenue terms were lower by around 18% as compared to previous year. Even the exports were lower. The management is taking all possible steps to reduce cost and increase turnover, possible steps to reduce cost and increase turnover.

The Company has taken steps to shift manufacturing facilities to Turbhe Navi Mumbai, the shifting is now almost complete and the manufacturing facilites will be steamlined shortly. Barring unforseen circumstances , your directors are confident of achieving the previous year turnover and increase profitability by reducing cost. To unlock value the present property at Lalbaug will be sold or developed.

SAD DEMISE OFOUR GROUPCHAIRMANMR ABDUL J. SHAMJI

Your Directors regret very much to inform you about the sad and sudden demise of your Group Chairman, Mr.Abdul J. Shamji on the 15th of March,2010.

The Company has sold the property at Lalbaug where the Companys factory was situated.

DIRECTORS

In accordance with the provisions of the Companies Act. 1956 and Articles of Association of the Company, Mr. Ryaz Shamji, Director of die Company retire by rotation and being eligible, offers himself for reappointment.

PARTICULARS OFEMPLOYERS

There is no employee who was in receipt of a remuneration of Rs. 2,00,000/- per month or Rs. 24,00,000/- per annum during me year.

SECTION 217 (1) (e) OFTHE COMPANIES ACT

As required under Section 217 (1) (e) of die Companies Act. 1956 read with me Companies (Disclosure of Particulars in die Report of me Board of Directors) Rules, 1988, die relevant information is given below:

A. Conservation of Energy

The Companys operations involve low energy consumptions, wherever possible energy conservation measures have already been implemented. The Company is making all efforts to optimise die use of energy through improved operational mediods. NA

B. Research & Development

The Company has been gearing up its Products Development activities to meet competition and during the year number of application-specific designs were developed. Emphasis is also being laid on value engineering an TQM- NA

C Foreign Exchange Earnings/Outgoings

Our foreign exchange earnings during die year were Rs.0/- and outgoings Rs. 0/-

D. Directors Responsibility Statement:

Your Directors state:

(i) that in the preparation of die annual accounts, die applicable accounting standards had been followed along witii proper explanation relating to material departures:

(ii) mat die Directors had selected such accounting policies and applied diem consistendy and made judgments and estimates mat are reasonable and prudent so as to give a true and fair view of die state of affairs of die company at die end of die financial year and of die profit and loss of die company for mat period.

(iii) that die Directors had taken proper and sufficient care for die maintenance of adequate accounting records in accordance widi me provisions of mis Act for safeguarding die assets of die Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors had prepared the annual accounts on a going concern basis.

SUBSIDIARIES

In respect companies subsidiaries, i.e. Cpec Engineering ltd, Cardcom (I) pvt. Ltd. And Moulik Impex Pvt.Ltd., die audited statements together with particulars required under section 212 of the Companies Act, 1956 are annexed herewith. In case of Cardcom (I) Pvt.Ltd.the company is engaged in manufacturing of plastic cards. The turnover during die year was Rs.3.16 lakhs as against Rs. 8.84 lakhs of die pervious year and die loss increased from Rs.37.54 lakhs to Rs.65.98 Lacs. In case of Moulik Impex Pvt.Ltd.the company is not engaged in any business activity.

AUDITORS

M/s. Vedula, Vijay & Ramanatiian, Chartered Accountants, die present Auditors of die company retire at mis Annual General Meeting and being eligible offer themselves for re-appointment.

ACKNOWLEDGEMENT

Your Directors would like to thank die customers for their continued support to your Companys quality products. The Directors also thank die employees at all levels for their wholehearted support, co-operation and devotion to duty, as well as to die Bankers, Suppliers and Dealers for their continued patronage.

On behalf of the Board of Directors

Mr. Ryaz Shamji

Mumbai, 29th May, 2010. Director