Notes to Accounts of CPEC Ltd.

Mar 31, 2014

1. Share Capital

(i) Terms/rights attached to equity shares:

The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each equity shareholder is entitled to one vote per share.

The Shareholders have all other rights as available to Equity Shareholders as per the provisions of the Companies Act, 1956, read together with the Memorandum of Association and Articles of Association of the Company, as applicable.

2. Reserves and surplus

Note: The financial statements for the financial year ended 31/03/2011 were revised and approved by the shareholders n the EOGM dated 09/11/2013. As per the approved revised financial statements the loans and advances have reduced by Rs. 816.39 Lacs, the income tax provision was increased by Rs. 46.16 Lacs and the profit was reduced by Rs 862.56 Lacs. This had an effect on the opening balance of the respective accounts in the financial year 31/3/12 and 31/3/13. Accordingly the revised reserves, loans and advances and provision for tax has been carried forward and shown for financial year 2013-14. Hence the opening balances strictly do not match with the closing balances as per the financial statements of financial year 2012-13 with regards to the above accounts.

3. Share application money pending allotment

Note : The company has allotted 694500 shares on April 16, 2014 after receiving BSE approval on April 04, 2014 or preferential basis as per the AGM resolution dated September 30, 2013

4. Short-term provisions

Note:

(i) Additional provision made for A.Y. 2011-12 of Rs. 159.53 inclusive of interest on S.A. Payment in accordance with the return filed by the Company on 16/01/2014

5. Non-current investments (Valued at cost unless stated otherwise)

1. The investments are stated at cost. Provisions for diminution in the value of the investments will be made only if such decline is other than temporary in the opinion of the management.

2. Moulik Impex Pvt. Ltd., a subsidiary company is not carrying out any business activity.

3. Kriscon Services Pvt. Ltd. is the investment vehicle for holding 25% equity shares of Euro Solar Power Pvt. Ltd.

6. Revenue from operations

The Company is also carrying out its business activity as a Solar Power developer through its Associate company Euro Solar Power Pvt. Ltd.

7. Contingent Liability

(i) Corporate guarantee for term loan of Rs.38.30 crores given to a commercial bank on behalf of associate company M/s Euro solar power private limited.

(ii) Interest and penalty for delayed statutory dues payment being income tax, service tax and TDS; as may be levied by the authorities.

8. Disclosures under AS 18

8.a Details of related parties:

Description of relationship Names of related parties

Holding Company CPEC Ltd

Subsidiaries Moulik Impex Pvt. Ltd.

Kriscon Services Pvt. Ltd.

Associates Euro Solar Power Pvt. Ltd.

Key Management Personnel (KMP) Mr. Akbar Shamji

Mr. Ryaz Shamji

Mr. Alim Shamji

Mrs. S H Master

Relatives of KMP Mrs. Samina Shamji

Note: Related parties have been identified by the Management.

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Mar 31, 2013

1 Corporate information

CPEC Ltd is in the business of solar power and implemented 5 mw solar power project in the state of Gujarat under the associate company Euro Solar Power Pvt ltd . CPEC ltd is operating from Mumbai; the Company has changed its registered office from 505,Sai Samarth Business Park, Deonar Road, Mumbai- 400088, Maharashtra to 11, 211-219, Snartf Bhavan, opp. Govt dental College, P. O''Meffo Road, Fort Mumbai-400001

2. Contingent Liability

(i) Application money for shares is received from Non residents. Due to non- fulfilment of KYC requirements, necessary approvals for allotment from RBI is awaited. RBI may impose a penalty for the delay, sum of which is not quantifiable.

(ii) Corporate guarantee for term loan of Rs.38.30 crores given to a commercial bank on behalf of associate company M/s Euro solar power private limited.

(iii) Interest and penalty for delayed statutory dues payment being income tax, service tax and TOS.

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Mar 31, 2012

1 Corporate information

CPEC Ltd is in the business of solar power and implementing 5 mw solar power project in the state of Gujarat under the associate company Euro Solar Power Pvt ltd . CPEC ltd is operating from Mumbai having registered office at 505,Sai Samarth Business Park, Deonar Road, Mumbai- 400088, Maharashtra.

2. The company made investment in S. J. Green Park Pvt. Ltd. for implementation of 5 MW solar project in the state of Gujarat. The company sold its investment in S. J. Green Parks Pvt. Ltd , resulting in net loss of Rs.Rs.3.2 Cr.However, the company made gains of Rs. 3.30 Cr. on sale of 41 acres of land to the promoters of S.J.Greenpark P ltd.

3. The company has made investment in Euro Solarpower Pvt. Ltd and holding controlling rights. The said company is implementing 5MW solar power project in the state of Gujarat.

4. The investments are stated at cost. Provisions for diminution in the value of the investments will be made only if such decline is other than temporary in the opinion of the management.

Moulik Impex Pvt. Ltd. a subsidiary company is not carrying out any business activity.

discharge of their liability to the bank since their was a common mortagage of company.s property at Lalbaug which was sold in the last financial year. Accordingly to the management the amounts are recoverable .

(a) Amount invested in Artheon Teleservices Pvt. Ltd. for which shares has yet to be alloted.

(i) The Advances in the course of business given to two related parties of Rs. 2.15 crs and Rs.7.4 lacs respectively has been outstanding for more than 2 years and as per management opinion it is not receivable and hence written off in the current year.

Description of relationship Details of related parties:

Holding Company CPEC Ltd

Subsidiaries Moulik Impex Pvt. Ltd.

Associates Euro Solar Power Pvt. Ltd.

Key Management Personnel (KMP) Mr Akbar Shamji , Alim Shamji , Ryaz Shamji and

Mrs. S H Master Relatives of KMP Mrs. Samina Shamji

Entities in which KMP/relatives of KMP have Barayu/Golden Rose,Excavator,Amenti Food

significant influence Processing,Golden Agro Farms Ltd.,Llion net

Ltd.,Stonefield construction PLC. Note: Related parties have been identified by the Management

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Mar 31, 2010

1 Contingent Inabilities not provided for Corporate Guarantee & mortagage given to bank for CPEC Engineering Ltd & Cardcom (I) PvtLtd subsidiary companies of CPEC LTD for term loan of Rs.536.77 lakhs & 357.83 Lakhs respectively.

2 Income Tax Assessment has been completed upto and including Assessment Year 2007-2008.

3 The deferred tax for timing difference between the book profit and tax profit for the year is accounted using the present applicable tax rates and tax laws. Deferred tax liability arising from the timing difference are recognised and adjusted against deferred tax asset and the balance in deferred tax asset account carried forward to the extend that reasonable is reasonable certainity that sufficient future taxable income will be available.

4 In die opinion of the Board, the Current Assets and Loans and advances are approximately of the value stated, if realised in the ordinary course of business.

5 Product-wise break-up of Sales,Production,Opening and Closing Stocks and Licenced and Installed Capacity.

6 Raw Materials and Components Consumed:

Raw Materials and components consumed : The information required as per clause 3 a of part 11 of schedule VI of Companies Act, 1956 is not appicable since die operation transferred to CPEC Engg. Ltd. a subsidiary of the company. The sale during year is of opening inventory made to Cpec Engineering Ltd.

7 The information required as per clause 3 a of part II of schedule VI of Companies Act, 1956 is not appicable since the operation transferred to cpec engineering ltd a subsidiary of me company.

8 Related Party Disclosures:

Disclosures as required by AS -18 "Related Party Disclosures" issued by the Institute of Chartered Accountants of India are given below:-

a) List of Related Parties:

Associate Companies / Persons. (Transactions done)

1. Cardcom (India) Pvt. Ltd.

2. Golden Rose Agro Farms Ltd.

3. CPEC Engineering (I) Ltd

4. Stone Field Construction PLC.

5. Barayu Spring Water Pvt. Ltd.

Key management personnel

1. Mr.AbdulShamji Director

2. Mr. Ryaz Shamji Director

9 The Company has equity investments in Cardcom (I) PvtLtd, Moulik Impex PvtLtd & CPEC Engg. Ltd of Rs.92,50,000/- Rs.60,00,000 /- and 99,400/- respectively. Cardcom (I) PvtLtd Is in the manufacturing of plastic cards and Moulik Impex Pvt Ltd. dose not carry any activity. CPEC Engineering Ltd, is a subsidiary formed to carry out manufacturing activity of CPEC LTD. in the short term, though, there is diminution in the value is considered since the diminution in the value is considered temporary. Based on the latest audited annual accounts as on 31.3.2010, the value of investments per share is Rs. Nil for Cardcom (I) Pvt Ltd, Rs.31.42 for Moulik Impex Pvt.Ltd and Rs. Nil for CPEC Engineering Ltd. Hence there is a diminution in the value of investment by Rs. 1,22,07,400 /-

10 The manufacturing operation are transferred to CPEC Engineering Ltd a subsidiary company. Hence the figures are not comparable to previous year figures.

11 The previous years figures have been recast and regrouped wherever necessary in order to conform to this years presentation.