DIRECTOR'S REPORT TO THE MEMBER CPEC LIMITED. Your Directors are pleased to present 72"dAnnual Report of your Company comprising the Audited Financial Statements for the year ended March 31,2015. 2. RESULTS OF OPERATIONS AND STATE OF THE COMPANY'S AFFAIRS: • There is no revenue from operations. • PBDIT decreased to Rs. (64,482,000). • Profit before tax is negative ie Rs. (64,658,000). • Net Profit is again negative ie Rs. (61,693,000). No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company 3. CONSOLIDATED FINANCIALSTATEMENTS: In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report. 4. DIVIDEND: YourDirectorsdonotrecommendanydividendforthefinancialyear2014-15 5. SHARE CAPITAL OF THE COMPANY: The Authorized capital of the company is Rs. 35,000,000and the paid up capital of the company is Rs. 28,245,000. Paid-up capital of the company has been increased from Rs. 21,300,000 to Rs. 28,245,000 pursuant to allotment of equity shares of Rs. 6,945,000 by board of directors in their meeting held on 16th April, 2014, to promoters and non-promoters through private placement. The company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31,2015, none of the Directors of the company hold instruments convertible into equity shares of the company. 6. DIRECTORS: In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, ShriAlim Shamji, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment. During the year the Board has appointed the following Independent Directors (Additional Directors): Mr. Ratan Wadhwani Ms. Tavleen Akoi The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchange. As stipulated under the Clause 49 of the Listing Agreement with BSE Limited,brief resume of the Directors proposed to be 7. PERFORMANCE OF SUBSIDIARY COMPANY: The company has only one subsidiary Moulik Impex Private Limited and there has been no operation in that company during the year under review. In accordance with Section 129(3) of the Companies Act, 2013, consolidated financial statements of the Companyand its subsidiary, form part of the Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiary in the prescribed formatAOC-1 is appended to the Board report. 8. PUBLIC DEPOSITS: During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. 9. EXTRACTOFANNUALRETURN: The details forming part of the extract of the Annual Return in Form MGT 9 is appended to this Report as Annexure 1 and forms an integral part of this report. 10. LISTING OF SHARES ON BOMBAY STOCK EXCHANGE LIMITED: The Equity shares of the Company are listed on Bombay Stock Exchange Ltd (BSE). The trading in the shares of the company is suspended since March 2012 and all efforts are made by the company towards revocation of the same. 11. MEETINGS OF THE BOARD: The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. Atentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However,in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board areheld in Mumbai, Maharashtra. The agenda of the Board/Committee meetings is circulated 7 day prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The Board met FIVE times during the year, the details of which are given in the Corporate Governance Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013. 12. DIRECTORS'RESPONSIBILITY STATEMENT: Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 state that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. the directors have selected such accounting policies and applied them consistently 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 of the profit of the company for that period; c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. the directors have prepared the annual accounts on a going concern basis; e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 13. NOMINATION &REMUNERATION POLICY: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. 14. REMARKS ON QUALIFICATION BYSECRETARIALAUDITOR: The qualifications given under the Secretarial audit report are about the Non Appointment of Key Managerial Personnel under section 203 of Companies Act, 2013 read with applicable rules and Non Appointment of Internal Auditor of the Company under section 138 of Companies Act, 2013 read with applicable rules during the Audit period (01st April 2014-31st March, 2015). The Board of Directors in their meeting held on 12th August, 2015 has appointed Mrs. Shernaz Master as Whole time Director. Given the fact that the Company does not have any business activity currently, and that it is looking at various avenues in the field of renewable and solar energy, the Company is making all efforts to ensure that as soon as the business operations picks up, it shall have the Chief Financial Officer, Company Secretary and the internal Auditor in place, for which it has already started looking for competent individuals. 15. REMARKSONQUALIFICATIONBYSTATUTORYAUDITOR: The qualification given under the Independent Auditors report and the CARO report, is demand for payment of statutory dues raised by Income tax, Sales tax and service tax departments, to which we would like to highlight that there are certain amounts which are disputed and are being contested by the company with the appellate authorities while the dues which are undisputed will be discharged in due course of time as soon as the Liquidity positions improves. 16. RISKSANDAREASOFCONCERN The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. Adetailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. 17. INTERNAL FINANCIAL CONTROL: The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control. 18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITHRELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIESACT 2013 All contracts / arrangements/ transactions entered by the Company during the financial yearwith related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your Directors draw attention of the members to Note 22 to the financial statement which sets out related party disclosures. "(Policy is available on the website of the company)" 19. PARTICULARSOFLOANS,GUARANTEESORINVESTMENTSUNDERSECTION 186: The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 is given under Notes to Accounts of financial statements. 20. ANNUAL PERFORMANCE EVALUATION BYTHE BOARD: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The Board has devised questionnaire to evaluate the performances of each of executive and non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas: [Attendance of Board Meetings and Board Committee Meetings; ii. Quality of contribution to Board deliberations; iii. Strategic perspectives or inputs regarding future growth of Company and its performance; iv. Providing perspectives and feedback going beyond information provided by the management. 21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: There was no significant or material or derwas passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future. 22. AUDIT COMMITTEEAND ITS COMPOSITION: The composition of the Audit Committee is as under and the same has been given in Corporate Governance Report as required under Clause 49 of the Listing Agreement, which is annexed to this report. The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process. As on March 31,2015, the Audit Committee comprised of Mr. Ratan Wadhwani (Independent Director), Ms. Tavleen Akoi (Independent Director),and Mr.AkbarShamji (Non-Executive Director). Mr. Ratan Wadhwani is the Chairman of Audit Committee of the Company. 23. WHISTLE BLOWER POLICY: The Company has a vigil mechanism/whistle blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The Details of the Vigil mechanism Policy is explained in the Corporate Governance Report. We affirm that during the financial year 2014-15, no employee ordirector was denied access to the Audit Committee. 24. SECRETARIALAUDITREPORT: Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the rules made there under, the company has appointed M/s. Srm and Co., a firm of Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed and forms part of this report. 25. CORPORATE GOVERNANCE REPORT: Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchange, the following have been made a part of the Annual Reportand are attached to this report: Management Discussion and Analysis Report Corporate Governance Report Auditors' Certificate regarding compliance of conditions of Corporate Governance Director's Declaration 26. COMMITTEES OF THE BOARD: During the year, in accordance with the Companies Act, 2013, the Board constituted following Committees of the Board, as follows: 1. Audit Committee 2. Stakeholders' Relationship Committee 3. Nomination and Remuneration Committee 4.Committee of Independent Director 5. Risk Management Committee 6. Share transfer Committee Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Reporton Corporate Governance", a part of thisAnnual Report. 27. PARTICULARSOFREMUNERATION: There were no employees drawing more than aggregate remuneration as specified under Section 197 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975, as amended. Detail of remuneration paid to all the directors are provided in the "Report on Corporate Governance", a part of this Annual Report. 28. AUDITORS: M/s D. B. Bhanushali &Co., Chartered Accountants, Mumbai, the Statutory Auditors of your Company hold office as such up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend the re-appointment of M/s. D. B. Bhanushali & Co., Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of 77-Annual General Meeting of the Company. 29. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO: The Company did not have any activity related to conservation of energy, technology absorption. There were neither a foreign exchange earnings nor outgo during the year under review within the provisions of section 134(3)(m) of Companies act, 2013. 30. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee. 31. ACKNOWLEDGMENT: Your Directors wish to place on record their gratitude for the continued co-operation and patronage extended by the esteemed customers. The Directors would also like to place on record their sincere appreciation for the continued cooperation, guidance, support and assistance extended during the year under report by our bankers, customers, suppliers and Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees at all levels during the year under report. For & on behalf of the Board of Directors Akbar Shamji Director Shernaz H. Master Director Place: Mumbai Date :12th August 2015 |