|BSE: 505678||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE029P01019|
|BSE 05:30 | 01 Jan||CPEC Ltd|
|NSE 05:30 | 01 Jan||CPEC Ltd|
|BSE: 505678||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE029P01019|
|BSE 05:30 | 01 Jan||CPEC Ltd|
|NSE 05:30 | 01 Jan||CPEC Ltd|
Your Directors are pleased to present 72nd Annual Report of your Company comprising theAudited Financial Statements for the yearended March 312015.
1. FINANCIAL HIGHLIGHTS:
2. RESULTS OF OPERATIONS AND STATE OF THE COMPANYSAFFAIRS:
There is no revenue from operations.
PBDIT decreased to Rs. (64482000).
Profit before tax is negative ie Rs. (64658000).
Net Profit is again negative ie Rs. (61693000).
No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements the audited consolidatedfinancial statement is provided in the Annual Report.
Your Directors do not recommend any dividend for thefinancial year 2014-15.
5. SHARECAPITALOF THECOMPANY:
The Authorized capital of the company is Rs. 35000000and the paid up capital of thecompany is Rs. 28245000. Paid-up capital of the company has been increased from Rs.21300000 to Rs. 28245000 pursuant to allotment of equity shares of Rs. 6945000 byboard of directors in their meeting held on 16th April 2014 to promoters andnon-promoters through private placement. The company has not issued shares withdifferential voting rights nor has granted any stock options or sweat equity. As on March312015 none of the Directors of the company hold instruments convertible into equityshares of the company.
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Shri Alim Shamji Directorof the Company retires by rotation at theensuing Annual General Meeting and being eligible has offeredhimself for re-appointmentand your Board recommends his re-appointment.
During the year the Board has appointed the following Independent Directors (AdditionalDirectors):
Mr. Ratan Wadhwani Ms.Tavleen Akoi
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149 (6) of the Companies Act 2013 and underclause49of the Listing Agreement with theStock Exchange.
As stipulated under the Clause 49 of the Listing Agreement with BSE Limitedbriefresume of the Directors proposed to be
7. PERFORMANCEOF SUBSIDIARY COMPANY:
The company has only one subsidiary MoulikImpex Private Limited and there has been nooperation in that companyduring the year under review. In accordance with Section 129(3)of theCompaniesAct 2013 consolidated financial statements of the Company and itssubsidiary form part of the Annual Report. Further a statement containing the salientfeatures of the financial statementof the subsidiary in the prescribed formatAOC-1 isappended to the Board report.
8. PUBLIC DEPOSITS:
During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the CompaniesAct 2013 read with Companies (Acceptance ofDeposits) Rules 2014.
9. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT 9 is appendedto 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). Thetrading in the shares of the company is suspended since March 2012 and all efforts aremade 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 policyand strategy apart from other Board business. Atentative annual calendar of the Board andCommittee Meetings is informed to the Directors in advance to facilitate them to plantheir schedule and to ensure meaningful participation in the meetings. Howeverin case ofa special and urgent business need the Board's approval is taken by passing resolutionsthrough circulations permitted by law which are confirmed in the subsequent Boardmeeting.
The notice of Board meeting is given well in advance to all the Directors of theCompany. Usually meetings of the Board areheld in Mumbai Maharashtra. The agenda of theBoard/Committee meetings is circulated 7 day prior to the dateof the meeting. The agendafor the Board and Committee meetings includes detailed notes on the items to bediscussedat 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 theCorporate Governance Report. The intervening gap between the two consecutive meetings waswithin the period prescribed underthe CompaniesAct 2013.
12. DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required underSection 134(3)(c) ofthe CompaniesAct 2013 state that:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profitof the companyfor that period;
c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f. the directors have devised proper systems to ensure compliance with the provisionsof 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 Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. 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 NonAppointment of Key Managerial Personnel under section 203 of Companies Act 2013 read withapplicable rules and Non Appointment of Internal Auditor of the Company under section 138of Companies Act 2013 read with applicable rules during the Audit period (01st April2014- 31st March 2015). The Board of Directors in their meeting held on 12th August 2015has appointed Mrs. Shernaz Master as Whole time Director. Given the fact that the Companydoes not have any business activity currently and that it is looking at various avenuesin the field of renewable and solar energy the Company is making all efforts to ensurethat as soon as the business operations picks up it shall have the Chief FinancialOfficer Company Secretary and the internal Auditor in place forwhich it has alreadystarted looking forcompetentindividuals.
15. REMARKS ON QUALIFICATION BY STATUTORY AUDITOR:
The qualification given under the Independent Auditors report and the CARO report isdemand for payment of statutory dues raised by Income tax Sales tax and service taxdepartments to which we would like to highlight that there are certain amounts which aredisputed and are being contested by the company with the appellateauthoritieswhile thedueswhich are undisputed will be discharged in due course of time as soon as the Liquiditypositions improves.
16. RISKS AND AREAS OF CONCERN
The Company has laid down a well-definedRisk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigationprocess.Adetailed exercise is being carried out to identify evaluate manage andmonitoring of both business and non-business risk. The Board periodically reviews therisks and suggests steps to be taken to control and mitigate the same through a properlydefined framework.
17. INTERNAL FINANCIAL CONTROL:
The Audit Committee evaluates the efficacy and adequacy of financial control system inthe Company its compliance with operating systems accounting procedures and policies atall locations of the Company and strives to maintain the Standard in Internal FinancialControl.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF THE COMPANIES ACT 2013
All contracts/arrangements/ transactions entered by the Company during the financialyearwith related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material inaccordance 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 statementwhich sets out related party disclosures. "(Policy is available on the website ofthe company)"
19. PARTICULARS OF LOANS GUARANTEESORINVESTMENTSUNDERSECTION186:
The details of loans guarantee or investment under Section 186 of the Companies Act2013 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 ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration Committees. The Board has devised questionnaire toevaluate the performances of each of executive and non-executive and IndependentDirectors. Such questions are prepared considering the business of the Company and theexpectations that the Board have from each of the Directors. The evaluation framework forassessing 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 itsperformance;
iv. Providing perspectives and feedback going beyondinformation provided by themanagement.
21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There was no significant or material orderwas passed by any regulator or court ortribunal which impacts the going concern status of the Company orwill have bearing oncompany's operations in future.
The composition of the Audit Committee is as under and the same has been given inCorporate Governance Report as required under Clause 49 of the Listing Agreement which isannexed to this report.
The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect to auditing and accounting matters. Italso supervises theCompany's internal control and financial reporting process.
As on March 312015 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 fraudand mismanagement if any. The mechanism also provides for adequate safeguards againstvictimization of directors and employees who avail of the mechanism and also provide fordirect access to the Chairman of the Audit Committee in the exceptional cases. The detailsof the Vigil mechanism Policy is explained in the Corporate Governance Report. We affirmthat during the financial year 2014-15 no employee ordirect or was denied access to theAudit Committee.
24. SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rulesmade thereunder the company has appointed M/s. Srm and Co. a firm of Company Secretaryin Practice to undertake the Secretarial Audit of the Company. The Secretarial Auditreport 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 exchangethe 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 constitutedfollowing Committees of the Board as follows:
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
4. Committee of Independent Director
6. Share transfer Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Reporton Corporate Governance" a part ofthisAnnual Report.
There were no employees drawing more than aggregate remuneration as specified underSection 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 inthe "Report on Corporate Governance" a part of this Annual Report.
M/s D. B. Bhanushali &Co. Chartered Accountants Mumbai the Statutory Auditors ofyour Company hold office as such upto the conclusion of the ensuing Annual General Meetingand are eligible for re-appointment. The Company has received a letterfrom them to theeffect that they are willing to continue as Statutory Auditors and if re-appointed theirre-appointment would be within the limits prescribed under Section 139 of theCompaniesAct 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 fromthe conclusion of the ensuing Annual General Meeting upto the conclusion of 77-AnnualGeneral 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 technologyabsorption. There were neither a foreign exchange earnings nor outgo during the year underreview within the provisions of section 134(3)(m) of Companies act 2013.
30. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has constituted an Internal Compliant Committee under Section 4 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.During the year no complaint was filed before the said Committee.
Your Directors wish to place on record their gratitude for the continued co-operationand patronage extended by the esteemed customers. The Directors would also like to placeon record their sincere appreciation for the continued cooperation guidance support andassistance extended during the year under report by our bankers customers suppliers andGovernment agencies. The Board of Directors wishes to express its appreciation for thevaluable contribution made by the employees at all levels during the year under report.
Form No. MGT - 9
EXTRACT OF ANNUALRETURN
As on the financial year ended on 31.03.2015
[Pursuant to section 92(3) of the CompaniesAct2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS :
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of thetotal turnover of thecompany shall be stated:-
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES-
IV. SHAREHOLDING PATTERN
(Equity Share Capital Break up as percentage of Total Equity)
I) Category-wise Share Holding
(ii) Shareholding ofPromoters
(iii) Change in Promoters Shareholding (please specify if there is nochange)
(iv) Shareholding Pattern of top ten Shareholders
(other than Directors Promoters and Holders of GDRs andADRs):
(v) Shareholding of Directors and Key Managerial Personnel:
Indebtedness of the Company including interest out standing/accrued but not due forpayment
(Rs. In Lacs)
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A.Remuneration to Managing Director Whole-time Directors and/or Manager:
Amount in lacs
*As per schedule V section II table (A) of the Companies Act 2013 the limit ofyearly remuneration payable to all the managerial personnel taken together shall notexceed Rs.30.00 lacs p.a.
B. Remuneration to other directors : NIL
*As per schedule V section II table (A) of the Companies Act 2013 the limitof yearly remuneration payable to all the managerial personnel taken together shall notexceed Rs. 30.00 lacs p.a.
C. REMUNERATIONT OF KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD - NIL
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: N.A
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]
12211/219 Bharti Bhavan
Opp. GPO Fort
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by CPEC Limited (herein aftercalled the Company). Secretarial Audit was conducted in a manner that provided me areasonable basis for evaluating the corporate conducts/ statutory compliances andexpressing my opinion thereon.
Based on my verification of the Companys books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on 31st March 2015 ("AuditPeriod") complied with the statutory provisions listed hereunder and also thatthe Company has proper Board- processesandcompliance-mechanism in place to the extent inthe 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 theRules 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 thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act) to theextentapplicabletotheCompany:-
a. The Securities and Exchange Board ofIndia (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b. TheSecuritiesand Exchange Board ofIndia (Prohibition ofInsider Trading) Regulations1992;
c. The Securities and Exchange Board ofIndia (Issue ofCapital and DisclosureRequirements) Regulations 2009;
d. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransferAgents) Regulations 1993 regarding the CompaniesActand dealing with client;
e. The Securities and Exchange Board ofIndia (Delisting of Equity Shares) Regulations2009 (Not applicable to the Company during theAuditPeriod); and
f. The Securities and Exchange Board of India (Buyback ofSecurities) Regulations 1998 (Notapplicable to the Company during the Audit Period).
I have also examined compliance with the applicable clauses of the ListingAgreemententered into by the Company with the BSE Limited. During the period under review theCompany has complied with the provisions of the Act Rules Regulations GuidelinesStandards etc. mentioned above.
I further report that the Company has in my opinion complied with theprovisions of the Companies Act 1956 and the Rules made under that Act and the provisionsof Companies Act 2013 as notified by Ministry of Corporate Affairs and the Memorandum andArticles of Association of the Company with regard to:
a. Maintenance of various statutory registers and documents and making necessaryentries therein;
b. Closure of the Register of Members.
c. Forms returns documents and resolutions required to be filed with the Registrar ofCompanies and the Central Government;
d. Service of documents by the Company on its Members Auditors and the Registrar ofCompanies;
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 Committeemeetings;
h. Approvals of the Members the Board of Directors the Committees of Directors andthe government authorities wherever required;
i. Constitution of the Board of Directors/ Committee(s) of Directors appointmentretirement and reappointment of Directors including the Managing Director and Whole-timeDirectors;
j. Payment of remuneration to Directors
k. Appointment of StatutoryAuditors and remuneration payable to Auditors and;
l. Transfersandtransmissions of the Companys shares and issueanddispatchofduplicate certificates ofshares;
m. Borrowings and registration modificationand satisfactionofchargeswhereverapplicable;
n. Investmentof theCompanysfundsincludinginvestmentsandloanstoothers;
o. Form of balance sheet as prescribed under Part I form of statement of profit andloss as prescribed under Part II and General Instructionsforpreparation of the same asprescribed in ScheduleVI totheAct;
q. Contracts common seal registered officeand publication of name of the Company; nd
r. Generally llotherapplicableprovisionsof theActandtheRulesmadeundertheAct.
^ The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of irectors hat ook place during the period under review werecarried out in compliance with the provisions of the Act.
^ Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
^ Majority decision is carried through while the dissenting membersviews arecaptured and recorded as part of the minutes.
^ The Company has obtained all necessary approvals under the various provisions of theAct.
^ There was no prosecution initiated and no fines or penalties were imposed during theyear under review under the Act SEBI Act SCRA Depositories Act Listing Agreement andRules Regulations and Guidelines framed under these Acts against/on the Company itsDirectors and Officers.
^ The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Code ofBusiness 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 MinimumPublic shareholding.
I further reportthat the Company has compliedwith the provisions of theDepositories Act 1996 andthe Byelawsframed thereunder by the Depositories with regard todematerialization/rematerialization ofsecurities and reconciliation of recordsofdematerialized securities with all securities issued bythe Company.
I further report that based on the information received and records maintainedthere are adequate systems and processes in the Company commensurate with the size andoperations of the Companyto monitor and ensure compliance with applicable laws rulesregulations and guidelines.
I further report the following non compliances/observations/auditqualifications reservations or adverse remarks during the Auditperiodinrespectofsecretarialauditconductedbymeare:
o Company has not yet appointed any individuals to act as Key ManagerialPersonnel(Chief Executive Officer/Managing Director/Whole Time Director Company Secretaryand Chief Financial Officer) which a Listed Company is compulsorily required to do so asper Companies Act 2013 read with Companies (Appointment and Remuneration of ManagerialRemuneration) Rules 2014 and under listing agreement entered with BSE Limited.
o Company has defaulted in appointing any Firm or Individual as an Internal Auditorof the Company during Audit period under section 138 of Companies Act 2013 read withCompanies (Accounts) Rules 2014.
* This report is to be read with our letter of even date which is annexed as Annexure Aand forms an integral part of this report.
Our report of even date is to read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onouraudit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provided areasonable basis forouropinion.
3. We have not verified the correctness and appropriateness of financial records andBook of Accounts of the Company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulation standards is the responsibility of management. Our examination was limited tothe verification of procedures on the test basis.
6. The Secretarial audit report is neither an assurance as to the future viability ofthe Company nor of the efficiency or effectiveness with which the management has conductedthe affairs of the Company.