cpec ltd Directors report

To,

The Member,

CPEC Limited.

Your Directors are pleased to present 72nd Annual Report of your Company comprising the Audited Financial Statements for the yearended March 31,2015.

1. FINANCIAL HIGHLIGHTS:

(In Rupees)

Particulars	Current Year ended on 31st March, 2015	Previous Year ended on 31st March, 2014
1. Total Revenue/Receipt	-	20,000
2. Profit/Loss before depreciation	(64,482,000)	4,416,000
3. Depriciation	176,000	125,000
4. Profit/loss before Tax	(64,658,000)	4,291,000
5. Less: Provision for Tax	35,000	16,806,000
6. Profit before Tax	(61,693,000)	(12,515,000)
7. Balance of Profit as per Balance Sheet	24,768,000	37,282,000
8. Balance carried to the Balance Sheet	(39,924,000)	24,768,000

2. RESULTS OF OPERATIONS AND STATE OF THE COMPANY’SAFFAIRS:

• 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. CONSOLIDATEDFINANCIALSTATEMENTS:

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:

Your Directors do not recommend any dividend for thefinancial year 2014-15.

5. SHARECAPITALOF THECOMPANY:

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 16^th 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, Shri Alim Shamji, Directorof the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offeredhimself 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 underclause49of 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. PERFORMANCEOF SUBSIDIARY COMPANY:

The company has only one subsidiary MoulikImpex Private Limited and there has been no operation in that companyduring the year under review. In accordance with Section 129(3) of theCompaniesAct, 2013, consolidated financial statements of the Company and its subsidiary, form part of the Annual Report. Further, a statement containing the salient features of the financial statementof 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 CompaniesAct, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

9. EXTRACT OF ANNUAL RETURN:

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 Boards approval is taken by passing resolutions through circulations 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 dateof the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to bediscussed 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 underthe CompaniesAct, 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 underSection 134(3)(c) of the CompaniesAct, 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 profitof the companyfor 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 BY SECRETARIAL AUDITOR:

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, forwhich it has already started looking forcompetentindividuals.

15. REMARKS ON QUALIFICATION BY STATUTORY AUDITOR:

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 appellateauthoritieswhile the dueswhich are undisputed will be discharged in due course of time as soon as the Liquidity positions improves.

16. RISKS AND AREAS OF CONCERN

The Company has laid down a well-definedRisk 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 WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 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 arms 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. PARTICULARS OF LOANS, GUARANTEESORINVESTMENTSUNDERSECTION186:

The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 is given under Notes to Accounts offinancial statements.

20. ANNUAL PERFORMANCE EVALUATION BY THE 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 ofDirectors comprises of thefollowing key areas:

i. Attendance of Board Meetingsand Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growthof Company and its performance;

iv. Providing perspectives and feedback going beyondinformation 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 COMPANYS OPERATIONS IN FUTURE:

There was no significant or material orderwas passed by any regulator or court or tribunal, which impacts the going concern status of the Company orwill have bearing on companys operations in future.

22. AUDITCOMMITTEEANDITSCOMPOSITION:

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. Italso supervises the Companys internal control and financial reporting process.

As on March 31,2015, the Audit Committee comprised of Mr. Ratan Wadhwani (Independent Diredor), 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 ordirect or was denied access to the Audit Committee.

24. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the rules made thereunder, 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 Directors 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. RiskManagementCommittee

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 upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letterfrom 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 CompaniesAct, 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, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

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 WORK PLACE (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
Place: Mumbai	Akbar Shamji	Shernaz H. Master
Date : 12th August 2015	Director	Director

(Annexure -1)

Form No. MGT - 9

EXTRACT OF ANNUALRETURN

As on the financial year ended on 31.03.2015

[Pursuant to section 92(3) of the CompaniesAct,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS :

i) CIN	L27200MH1942PLC003671
ii) Registration Date	04/09/1942
iii) Name of the Company	CPEC LIMITED
iv) Category/Sub-Category of the Company	Company limited by shares/ Indian NonGovernment company
v) Address of the Registered office and contact details	12, 211/219, Bharti Bhavan, P.Dmello Road,Opp. GPO, Fort, Mumbai-400001
vi) Whether listed company	YES
vii) Name, Address and Contact details of Registrar and Transfer Agent, if any	LINK INTIME INDIA PVT. LTD
	C-13, Pannalal Silk Mills Compound,
	L.B.S.Marg, Bhandup (West),
	Mumbai - 400078.
	Email id- rnt.helpdesk@linkintime.co.in
	Tel.-022-25946970

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of thetotal turnover of the company shall be stated:-

Name and Description of main Nproducts/services	NIC Code of the Product/ service	% to total turnover of the company
1 Electric Power Generation,	3510	No turnover during the year under review
Transmission and Distribution using solar and Thermal Energy

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES-

Sl. No.	Name & Address of the company	CIN/GLN	Holding/subsidiary/associate	% of shares held	Applicable Section
1	MOULIK IMPEX PVT LTD C/O CPEC Ltd1 Industrial Estate, Lalbaug, Mumbai-400012	U51100MH1998PTC117164	Subsidiary	100%	2(87)

IV. SHAREHOLDING PATTERN

(Equity Share Capital Break up as percentage of Total Equity)

I) Category-wise Share Holding

Category of shareholders	No. of shares held at the beginning of the year (01-04-2014)				No. of shares held at the end of the year (31.03.2015)				% change during the year
	Demat	Physical	Total	%of Total shares	Demat	Physical	Total	% of Total shares
A. Promoter
(1) Indian
(a) Individual /HUF
(b) Central Govt.
(c) State Govts.
(d) Bodies Corp.	0	458065	458065	21.51	0	458065	458065	16.22	5.29 (Decrease)
(e) Banks/FI
(f) Others
Sub-total (A)(1)	0	458065	458065	21.51	0	458065	458065	16.22	5.29 (Decrease)
(2) Foreign
(a) NRIs - Individuals	150000	150000	300000	14.09	150000	286300	436300	15.45	1.36 (Increase)
(b) Other - Individuals
(c) Bodies Corp.
(d) Banks/FI
(e) Others
Sub-total (A)(2)	150000	150000	300000	14.09	150000	286300	436300	15.45	1.36 (Increase)
Total shareholding of promoters (A)	150000	608065	758065	35.6	150000	744365	894365	31.67	3.93 (Decrease)
B. Public
(1) Institutions
(a) Mutual Funds
(b) Banks/FI	0	200	200	0.01	0	200	200	0.01
(c) Central Govt.
(d) State Govts.
(e) Venture Capital Funds
(f) Insurance Companies
(g) FIIs
(h) Foreign Venture Capital Funds
(i) Others
Sub-total (B)(1)	0	200	200	0.01	0	200	200	0.01
(2) Non Institutions
(a) Bodies Corp.
(i) Indian	0	7075	7075	0.33	1	7075	7076	0.25	0.08 (Decrease)
(ii) Overseas-
(b) Individuals
(i) Individual shareholders holding nominal share capital upto Rs. 1 Lakh	4255	377329	381584	17.92	10780	370803	381583	13.51	4.41 (Decrease)
(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 Lakh	0	983076	983076	46.15	210000	461076	671076	23.76	22.39 (Decrease)
(c) Others
NRI (Repat& Non Repat)					0	446200	446200	15.80	15.80 (Increase)
Foreign companies					0	424000	424000	15.01	15.01 (Increase)
OCBs
Trust
Hindu Undivided Family
Employee
Clearing Members
Sub-total (B)(2)	4255	1367480	1371735	64.40	220781	1709154	1929935	68.33	3.93 (Increase)
Total Public Sharehoding (B)	4255	1367680	1371935	64.41	220781	1709354	1930135	68.34	3.93 (Increase)
C. Shares held by cusodian for GDRs&ADRs
Grand Total (A+B+C)	154255	1975745	2130000	100	370781	2453719	2824500	100

(ii) Shareholding ofPromoters

Shareholders Name	Shareholding at the beginning of the year (01.04.2014)			Shareholding at the end of the year (31.03.2015)			% change in shareholdin g during the year
	No. of shares	% of total shares of the Company	% of shares Pledge d /encum bered to total shares	No. of shares	% of total shares of the Company	% of shares Pledged /encumb ered to total shares
PROTEUS TRADING PVT. LTD	458065	21.51	-	458065	16.22	-	5.29 (Decrease)
AKBARABDULHAMID JAMAL SHAMJI	75000	3.52	-	211300	7.48	-	3.96 (Increase)
ALIMABDULHAMID JAMAL SHAMJI	75000	3.52	-	75000	2.66	-	0.86 (Decrease)
RYAZ SHAMJI	75000	3.52		75000	2.66	-	0.86 (Decrease)
ABDUL J. SHAMJI	75000	3.52	-	75000	2.66	-	0.86 (Decrease)

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

		Shareholding at the beginning of the year (01.04.2014)		Cumulative shareholding during the year
		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
PROTEUS TRADING PVT. LTD
At the beginning of the year		458065	21.51	-	-
Changes during the year
Date	Reason
-	-	-			-
At the end of the yea	-	-		458065	16.22
AKBAR ABDULHAMID JAMAL SHAMJI
At the beginning of the year		75000	3.52		-
Changes during the year
Date	Reason
16/04/2014	Preferential allotment	136300	4.83		-
At the end of the yea	r	-		211300	7.48
ALIM ABDULHAMID JAMAL SHAMJI
At the beginning of the year		75000	3.52	-	-
Changes during the year
Date	Reason
-	-	-			-
At the end of the yea	-	-	-	75000	2.66
RYAZ SHAMJI
At the beginning of the year		75000	3.52		-
Changes during the year
Date	Reason
-	-	-			-
At the end of the year	-	-		75000	2.66
ABDUL J. SHAMJI
At the beginning of the year		75000	3.52		-
Changes during the year
Date	Reason
-	-	-	-	-	-
At the end of the yea	r	-	-	75000	2.66

(iv) Shareholding Pattern of top ten Shareholders

(other than Directors, Promoters and Holders of GDRs andADRs):

For each of the top 10 shareholders		Shareholding at the beginning of the year (01.04.2014)		Cumulative shareholding during the year
		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
01 RENOLD PLC
A At the beginning of the year		312000	14.65		-
B Changes during the year
Date	Reason
-	-				-
C At the end of the year-				312000	11.05
02 DEEP GOEL
A Atthe beginning of the year		110000	5.16	-	-
B Changes during the year
Date	Reason
-					-
C At the end of the year			110000	3.90
03 DAISY GOEL
A At the beginning of the vear	100000	4.69
B Changes during the year
Date	Reason
-					-
C At the end of the year			100000	3.54
04 VIVEK KOIRI
A Atthe beginning of theyear	70000	3.29		-
B Changes during the year
Date	Reason
-					-
C At the end of the year			70000	2.48
05 AMBAR KOIRI
A Atthe beginning of theyear	70000	3.29		-
B Changes during the year
Date	Reason
-					-
C At the end of the year				70000	2.48
06 PRATHAM SUTARAY
A At the beginning of the year	70000	3.29		-
B Changes during the year
Date	Reason
-					-
C At the end of the year			70000	2.48
07 PARESH SUTARIA
A Atthe beginning of theyear	70000	3.29
B Changes during the year
Date	Reason
-					-
C Atthe end of the year			70000	2.48
08 EDWARD BORGERDING
A Atthe beginning of the year	0	0		-
B Changes during the year
Date	Reason
16/04/2014	Preferential allotment	254200	8.99
C Atthe end of the year			254200	8.99
09 FREDRICK U.ACHOM
A Atthe beginning of the year	0	0		-
B Changes during the year
Date	Reason
16/04/2014	Preferential allotment	192000	6.80	-	-
C Atthe end of the year			192000	6.80
10 WOUROOD LIMITED
A Atthe beginning of the year	0	0		-
B Changes during the year
Date	Reason
16/04/2014	Preferential allotment	112000	3.97
C Atthe end of the year			112000	3.97

(v) Shareholding of Directors and Key Managerial Personnel:

Sr.	For each of the Directors and KMPs		Shareholding at the beginning of the year (01.04.2014)		Cumulative shareholding during the year
No.			No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
1	SHERNAZ HOSI MASTER
A	At the beginning of the year		400	0.01
B	Changes during the year
	Date	Reason
C	At the end of the year				400	0.01
2	AKBARABDULHAMID JAMAL SHAMJI
A	At the beginning of the year		75000	3.52
B	Changes during the year
	Date	Reason
	16/04/2014	Preferential allotment	136300	4.83
C	At the end of the year				211300	7.48
3	ALIM ABDULHAMID JAMAL SHAMJI
A	At the beginning of the year		75000	3.52
B	Changes during the year
	Date	Reason
C	At the end of the year				75000	2.66
4	RYAZ ABDULHAMID JAMAL SHAMJI
A	At the beginning of the year		75000	3.52
B	Changes during the year
	Date	Reason
C	At the end of the year				75000	2.66

V. INDEBTEDNESS

Indebtedness of the Company including interest out standing/accrued but not due for payment

(Rs. In Lacs)

	Secured Loans excluding deposits	Unsecured Loans		Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year	-			-
i) Principal Amount	-	352.18		-	352.18
ii) Interest due but not paid	-	-		-	-
iii) Interest accrued but not due	-	-		-	-
Total (i+ii+iii)	-	352.18		-	352.18
Changes in indebtedness during the financial year	-		-
> Addition	-	-	-		-
> Reduction	-	242.58	-		242.58
Net Change	-	242.58	-		242.58
Indebtedness at the end of the financial year	-	-
i) Principal Amount	-	109.60	-		109.60
ii) Interest due but not paid	-	-	-		-
iii) Interest accrued but not due	-	-	-		-
Total (i+ii+iii)	-	109.60	-		109.60

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A.Remuneration to Managing Director, Whole-time Directors and/or Manager:

Amount in lacs

Sl.	Particulars of Remuneration	Name of MD/WTD/Manager/Executive Director
No.		1	2	3	4	Total Amount
1	Gross Salary:	Shernaz Master				-
	(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961	6.00 (p.a.)		6.00
	(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961	Nil
	(c) Profits in lieu of salary u/s 17(3) of the Income Tax Act, 1961	Nil
2	Stock Option	Nil	-	-	-	-
3	Sweat Equity	Nil				-
4	Commission	Nil				-
	- as % of profits	-	-	-	-	-
	- others, specify					-
5	- Others, specify	Nil	-	-	-	-
	Total	6.00	-	-	-	6.00
	Ceiling as per the Act	30.00*

*As per schedule V, section II, table (A) of the Companies Act, 2013, the limit of yearly remuneration payable to all the managerial personnel taken together shall not exceed Rs.30.00 lacs p.a.

B. Remuneration to other directors : NIL

Sl. No.	Particulars of Remuneration	Name of director
		1	2	3	4	Total Amount
1	Independent Directors	Ratan Wadhwani	Tavleen Akoi	-	-	-
	Fees for attending board/ committee meetings	-	-	-	-	-
	Commission	-	-	-	-	-
	Others, please specify	-	-	-	-	-
	Total (1)	-	-	-	-	-
2	Other Non-Executive Directors	Akbar Shamji	Alim Shamji	Ryaz Shamji	-	-
	Feesforattending board/committee meetings
	Commission	-	-	-	-	-
	Others, please specify	-	-	-	-	-
	Total (2)	-	-	-	-	-
	Total (1+2)	-	-	-	-	-
	Total Managerial Remuneration	Nil	Nil	Nil	Nil	Nil
	Overall Ceiling as per the Act	30.00*	30.00*	30.00*	30.00*	30.00*

*As per schedule V section II, table (A) of the Companies Act, 2013, the limit of yearly remuneration payable to all the managerial personnel taken together shall not exceed Rs. 30.00 lacs p.a.

C. REMUNERATIONT OF KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD - NIL

Sl. No.	Particulars of Remuneration	KMP
		CEO	CS	CFO	Total Amount
1	Gross Salary:	-	-	-	-
	(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961	-	-	-	-
	(b) Value of perquisites u/s 17(2) of the Income TaxAct, 1961	-	-	-	-
	(c) Profits in lieu of salary u/s 17(3) of the Income TaxAct, 1961	-	-	-	-
2	Stock Option	-	-	-	-
3	SwEquity	-	-	-	-
4	Commission	-	-	-	-
	- as % of profits	-	-	-	-
	- others, specify	-	-	-	-
5	Others, specify	-	-	-	-
	Total	-	-	-	-

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: N.A

Type	Section of the Companies Act	Brief Description	Details of penalty/ punishment/ Compounding fees imposed	Authority [RD /NCLT/ Court]	Appeal made, if any (give details)
A. COMPANY	-	-	-	-	-
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-
B. DIRECTORS	-	-	-	-	-
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-
C. OTHER OFFICERS IN DEFAULT					-
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-

SECRETARIAL AUDIT REPORT

(FOR THE FINANCIAL YEAR ENDED 31 MARCH 2015)

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointmentand Remuneration ofManagerial Personnel) Rules, 2014]

To,

The Members,

CPEC Limited

12,211/219, Bharti Bhavan,

P.D’mello Road,

Opp. GPO, Fort,

Mumbai-400 001.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by CPEC Limited (herein after called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2015 ("Audit Period"), complied with the statutory provisions listed hereunder and also that the Company has proper Board- processesandcompliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I. The Companies Act, 2013 (the Act) and the Rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extentapplicabletotheCompany:-

a. The Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. TheSecuritiesand Exchange Board ofIndia (Prohibition ofInsider Trading) Regulations, 1992;

c. The Securities and Exchange Board ofIndia (Issue ofCapital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share TransferAgents) Regulations, 1993 regarding the CompaniesActand dealing with client;

e. The Securities and Exchange Board ofIndia (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during theAuditPeriod); and

f. The Securities and Exchange Board of India (Buyback ofSecurities) Regulations, 1998 (Not applicable to the Company during the Audit Period).

I have also examined compliance with the applicable clauses of the ListingAgreement entered into by the Company with the BSE Limited. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.

I further report that the Company has, in my opinion, complied with the provisions of the Companies Act, 1956 and the Rules made under that Act and the provisions of Companies Act, 2013 as notified by Ministry of Corporate Affairs and the Memorandum and Articles of Association of the Company, with regard to:

a. Maintenance of various statutory registers and documents and making necessary entries therein;

b. Closure of the Register of Members.

c. Forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Central Government;

d. Service of documents by the Company on its Members, Auditors and the Registrar of Companies;

e. Notice of Board meetings and meetings of the Committee of the Board;

f. Convening and holding of Annual General Meeting (held on 30th September, 2014);

g. Minutes of proceedings of General Meetings and of the Board and its Committee meetings;

h. Approvals of the Members, the Board of Directors, the Committees of Directors and the government authorities, wherever required;

i. Constitution of the Board of Directors/ Committee(s) of Directors, appointment, retirement and reappointment of Directors including the Managing Director and Whole-time Directors;

j. Payment of remuneration to Directors,

k. Appointment of StatutoryAuditors and remuneration payable to Auditors and;

l. Transfersandtransmissions of the Company’s shares and issueanddispatch ofduplicate certificates ofshares;

m. Borrowings and registration, modificationand satisfaction ofchargeswhereverapplicable;

n. Investmentof theCompany’sfundsincludinginvestmentsandloanstoothers;

o. Form of balance sheet as prescribed under Part I, form of statement of profit and loss as prescribed under Part II and General Instructionsforpreparation of the same as prescribed in ScheduleVI totheAct;

p. Directors’report;

q. Contracts, common seal, registered officeand publication of name of the Company; nd

r. Generally, llotherapplicableprovisionsof theActandtheRulesmadeundertheAct.

I furtherreportthat:

^ The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of irectors hat ook place during the period under review were carried out in compliance with the provisions of the Act.

^ Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

^ Majority decision is carried through while the dissenting members’views are captured and recorded as part of the minutes.

^ The Company has obtained all necessary approvals under the various provisions of the Act.

^ There was no prosecution initiated and no fines or penalties were imposed during the year under review under the Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations and Guidelines framed under these Acts against/on the Company, its Directors and Officers.

^ The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel;

The Company has complied with the provisions of the Securities Contracts (Regulation) Act, 1956 and the Rules made under that Act, with regard to maintenance of Minimum Public shareholding.

I further reportthat the Company has compliedwith the provisions of the Depositories Act, 1996 andthe Byelawsframed thereunder by the Depositories with regard to dematerialization/rematerialization ofsecurities and reconciliation of records ofdematerialized securities with all securities issued bythe Company.

I further report that based on the information received and records maintained there are adequate systems and processes in the Company commensurate with the size and operations of the Companyto monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report the following non compliances/observations/audit qualifications, reservations or adverse remarks during the Audit periodinrespectofsecretarialauditconductedbymeare:

o Company has not yet appointed any individuals to act as Key Managerial Personnel(Chief Executive Officer/Managing Director/Whole Time Director, Company Secretary and Chief Financial Officer) which a Listed Company is compulsorily required to do so as per Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014 and under listing agreement entered with BSE Limited.

o Company has defaulted in appointing any Firm or Individual as an Internal Auditor of the Company during Audit period under section 138 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

	For M/s. SRM and Co.
	Company Secretaries
	Sandhya Malhotra
Place: Mumbai	M. No. FCS No.: 6715
Date: 20th May 2015	C.P. No.: 9928

* This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

‘Annexure A

To,

The Members,

CPEC Limited

Our report of even date is to read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on ouraudit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provided a reasonable basis forouropinion.

3. We have not verified the correctness and appropriateness of financial records and Book of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulation, standards is the responsibility of management. Our examination was limited to the verification of procedures on the test basis.

6. The Secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

	For M/s. SRM and Co.
	Company Secretaries
	Sandhya Malhotra
Place: Mumbai	M. No. FCS No.: 6715
Date: 20th May 2015	C.P. No.: 9928