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Directors Report of CESC Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report and Audited Accounts of CESC Limited for the year ended 31 March 2015.

Financial Results

(rs crore) Particulars 2014-15 2013-14

Revenuefromoperations 6188.80 5509.88

Otherlncome 84.80 99.66

Total Income 6273.60 5609.54

ProfitBeforeDepreciation&Taxation 1225.79 1163.48

Depreciation (343.07) (338.59)

Taxation (185.00) (173.00)

Profit before transfer to Reserves 697.72 651.89

Profit brought forward from previous year 225.64 228.32

Reserveforunforeseenexigencies (16.27) (37.63)

General Reserve (520.00) (500.00)

Proposed Dividend @ T 9per

EquityShare&taxthereon (143.59) (116.94)

Leaving a balance carried forward 243.50 225.64

Performance Overview

During the year under review, the Company''s revenue from operations increased by 12.32 % over last year to reach T 6188.80 crore. Including other income, total income grew by 11.84 % from T 5609.54 crore in 2013-14 to T 6273.60 crore in 2014-15. Profit before depreciation and taxation (PBDT) grew by 5.36% to T 1225.79 crore during the year. After providing for depreciation of T 343.07 crore and taxation of T 185 crore, the profit after taxes (PAT) for 2014-15 stands at T 697.72 crore, which reflects a 7.03% increase over T 651.89 crore during 2013-14.

A detailed review of the operations for the year ended 31 March 2015 is given in the Management Discussion & Analysis, which forms a part ofthis Report.

Share Capital

During the year under review, 76,21,118 equity shares were allotted to Qualified Institutional Buyers in accordance with the provisions ofthe Companies Act, 2013 ("the Act") and Chapter VIII ofthe SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, for cash at a premium of T 634 per equity share.

Dividend

The Board is pleased to recommend payment of equity dividend for the year ended 31 March 2015 at the rate of T 9 per share on the paid-up equity share capital as on that date (T 8 per share in 2013- 14). The dividend is proposed to be paid to those shareholders whose names appear in the Register of Members ofthe Company, or appear as beneficial owners as per particulars furnished by the Depositories at the close of business on 23 July 2015. No tax on the said dividend will be payable by the shareholders - as required, the Company will pay appropriate tax thereon.

Coal BlockAllocation

While disposing off a public interest litigation filed before the Honourable Supreme Court of India, the Honourable Court by its judgment dated 25 August, 2014 and by a subsequent order dated 24 September, 2014, had cancelled the allocations of 204 coal mines in various parts ofthe country, made through the screening committee route followed by the Government of India ("the Government") since 1993.

Sarisatoli coal block was allocated by the Government of India in 1996 and has been cateringto almost 50% ofthe coal requirements of the Company''s generating stations. The said block was also among the coal blocks allocation of which was cancelled by the Honourable Apex Court by the saidjudgement and order.

An Ordinance was subsequently promulgated by the Government dealing with various matters relating to the said de-allocation and public auction of the deallocated coal mines. The Company has made necessary payment and duly complied with all other conditions ofthe said Ordinance.

Some ofthe cancelled coal blocks selected by the Government were subsequently put up for public auction. The Company put in its bids for five of such coal blocks and emerged winner for the Sarisatoli block. Accordingly, there was no disruption in the coal mining activity and the coal supply to the Company''s generating stations continued as before.

Subsidiaries

As on 31 March 2015, CESC had thirty-three subsidiaries. Crescent Power Limited, Sheesham Commercial Private Limited, Water Hyacinth Commosale Private Limited and, Wigeon Commotrade Private Limited became subsidiaries ofthe Company during the year. Broad details of operations of these subsidiaries are given in the section ''New Projects and Initiatives'' and the section ''Other Businesses'' in the Management Discussion & Analysis, which forms a part of this report.

In accordance with the provisions of Section 129 (3) of the Act the Company has prepared a consolidated financial statement ofthe Company and of all the subsidiaries in the form and manner as that of its own, duly audited by Messrs. Lovelock & Lewes, the auditors, in compliance with the applicable accounting standards and the listing agreements with the Stock Exchanges. The consolidated financial statements for the year 2014-15 form a part of the annual report and accounts and shall be laid before the Annual General Meeting ofthe Company while laying its financial statements under sub-section (2) ofthe said section. A separate statement containing the salient features ofthe financial statements of its subsidiaries is attached.

CESC is concerned about the environment and takes various steps for its protection. In line with the decision of the Ministry of Corporate Affairs, Government of India, the Report and Accounts and other communication from the Company are sent to the shareholders by e-mail, wherever such addresses are registered with the Company.

Projects

Both the units of the 600 MW thermal power project at Haldia in West Bengal and Unit 2 of the 600 MW project at Chandrapur in Maharashtra have been commissioned during the year under review. A 26 MW wind power project at Surendranagar in Gujarat was commissioned in December 2014.

Details of the Company''s projects have been provided in the relevant sections of the Management Discussion & Analysis, which forms apart ofthis report.

Directors

Mr. S.N. Menon resigned as a Director of the Company with effect from 16 January, 2015 due to personal reasons.

In terms of the provisions of Section 152 of the Act and Article 102 of the Articles of Association of the Company, Mr. Aniruddha Basu, Director, retires at the forthcoming Annual General Meeting and, beingeligible, offers himselffor re-appointment.

Mr. Kalaikuruchi Jairaj and Mr. Pratip Chaudhuri who were appointed by the Board as Additional Directors from 1 August, 2014 and 1 October, 2014 respectively shall hold office as such up to the date of the forthcoming Annual General Meeting. The Company has received notices in writing from two members along with the requisite deposits of money proposing the candidature of Mr. Jairajand Mr. Chaudhuri to the office of Directors under the applicable provisions of the Act. Mr. Jairaj and Mr. Chaudhuri are proposed to be appointed as Independent Directors for a period of 5 years from 1 August, 2014 and 1 October, 2014 respectively.

Necessary resolutions for obtaining approval of the Members in respect of the above appointments have been incorporated in the notice of the forthcoming Annual General Meeting.

Six meetings of the Board of Directors were held during the year. Listing

The equity shares of the Company continue to be listed at the Bombay Stock Exchange (BSE), the National Stock Exchange (NSE) and the Calcutta Stock Exchange (CSE).The Company has paid the requisite listing fee to the Stock Exchanges up to the financial year 2015 -16.

Directors'' Responsibility Statement

Pursuant to Section 134 of the Act, your Directors hereby state and confirm that:

i) in the preparation ofthe accounts for the financial year ended 31 March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) 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;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance

A report on Management Discussion and Analysis is attached herewith (Annexure ''A''). A separate Report on Corporate Governance (Annexure ''B'') alongwith Additional Shareholder Information (Annexure ''C'') as prescribed under the Listing Agreement executed with the Stock Exchanges, are annexed as a part of this Report along with the Auditor''s Certificate.

Corporate Social Responsibility

In accordance with Section 135 of the Act and the rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which along with the required disclosures are annexed as a part of this Report. A detailed section on the activities ofthe Company in this behalf during the year is disclosed in Annexure ''D'', which forms a part of this report.

Whistle Blower Policy

Pursuant to Section 177 ofthe Act, the rules made thereunder and the Listing Agreement with the Stock Exchanges, the Company has established a Whistle Blower Policy (Vigil Mechanism) for directors, employees and stakeholders for reporting genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. The details of establishment of such mechanism have been disclosed in the Company''s website www.cesc.co.in

Related Party Transactions

Related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There was no materially significant transaction with the Company''s Promoters, Directors, Management or their relatives that could have had a potential conflict with the interests ofthe Company. Transactions with related parties entered into in the normal course of business are periodically placed before the Audit Committee of the Board for its approval.

Particulars of Loans, Guarantees or Investments

In terms of the provisions of the Section 186 (11) of the Act, the provisions of Section 186 (4) requiring disclosure in the financial statements of the full particulars of the loans given, investments made or guarantees given or securities provided and the purpose thereof is not applicable to the Company.

Fixed Deposits

The Company, during the year, has not accepted any deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet. All unpaid/unclaimed amounts lying with the Company have duly been transferred to Investor Education and Protection Fund.

Auditors

Messrs. Lovelock & Lewes, Chartered Accountants, Statutory Auditors of the Company, were re-appointed Auditors to hold office from the conclusion of the Thirty-sixth Annual General Meeting (AGM) held on 30 July 2014 till the conclusion of the Thirty-ninth AGM to be held in 2017 subject to ratification by the members at the Thirty- seventh and Thirty-eighth AGM of the Company. Accordingly, the notice convening the ensuing Thirty-seventh AGM includes a resolution seeking such ratification by the members of the said re- appointment of the Auditors.

The Company has received a letter from the Statutory Auditors to the effect that the ratification of their re-appointment, if made at the forthcoming AGM would be in accordance with the limits prescribed underSection 141(3)(g) oftheAct.

Cost Audit

Messrs. Shome & Banerjee, Cost Accountants, were re-appointed to conduct the audit of the cost accounting records of the Company for the year under review.

Secretarial Audit

Secretarial audit of secretarial and related records of the Company was conducted during the year by S.M. Gupta & Co., Company Secretaries and a copy of the secretarial audit report is annexed which forms a part ofthis report (Annexure ''E'').

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 134 of Act read with the Companies (Accounts) Rules, 2014 is given in Annexure, forming a part ofthis Report (Annexure ''F'').

Extract ofAnnual Return

An extract of the Annual Return as required to be attached is annexed and forms a part ofthis report. (Annexure ''G'').

Particulars of Employees

The information as required in accordance with Section 134 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in an annexure to this Report. However, as per the provisions of first proviso to Section 136(1) ofthe Act, the Report and the Accounts are being sent to all the Shareholders ofthe Company excluding the aforesaid information. Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company. The said information is also available for inspection at the Registered Office during working hours up to the date of the Annual General Meeting.

The Company has in place a Remuneration Policy for Directors, key managerial personnel and other employees duly recommended by the Nomination & Remuneration Committee and approved by the Board. Other details relating to remuneration paid during the year to directors and key managerial personnel are furnished in the Report on Corporate Governance which forms a part ofthis report.

Details pertaining to remuneration as required under Section 197 (12) ofthe Act read with Rule 5 (1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed forming a part of this Report (Annexure ''H'').

Details ofthe Anti Sexual Harassment Policy ofthe Company is stated in the report of the Corporate Governance forming a part of this report.

Industrial Relations

Industrial relations in the Company, during the year, continued to be cordial. A detailed section on the Company''s Human Resource initiatives is a part ofthe Management Discussion & Analysis forming a part ofthis Report.

Acknowledgement

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to your Company by its consumers, banks, vendors, Government authorities and employees.

Your Directors are also grateful for your continued encouragement and support.

For and on behalf of the Board of Directors Sanjiv Goenka Kolkata, 21 May 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report and Audited Accounts of CESC Limited for the year ended 31 March 2014.

In terms of the General Circular 08/2014 dated 4 April 2014, the financial statements, and the documents required to be attached thereto and the Board''s report for the year under review have been prepared in accordance with the relevant provisions, schedules and rules of the Companies Act, 1956.

Financial Results

(Rs. Crore) Particulars 2013-14 2012-13

Revenue from operations 5509.88 5303.07

Other Income 99.66 106.72

Total Income 5609.54 5409.79

Profit Before Depreciation & Taxation 1163.48 1079.71

Depreciation (338.58) (306.21)

Taxation (173.00) (155.00)

Profit before transfer to Reserves 651.89 618.50

Profit brought forward from previous year (228.32) (244.02)

Reserve for unforeseen exigencies (37.63) (31.88)

General Reserve (500.00) (500.00)

Proposed Dividend @T8per

Equity Share& tax thereon (116.94) (102.32)

Leaving a balance carried forward 225.64 228.32

Performance Overview

During the year under review, the Company''s revenue from operations increased by 3.9% over last year to reach Rs. 5509.88 crore. Including other income, total income grew by 3.7% from Rs. 5409.79 crore in 2012-13 to Rs. 5609.54 crore in 2013-14. Profit before depreciation and taxation (PBDT) grew by 7.8% to Rs. 1163.48 crore during the year. After providing for depreciation of Rs. 338.58 crore and taxation of Rs. 173 crore, the profit after taxes (PAT) for 2013-14 stands at Rs. 651.89 crore, which reflects a 5.4% increase over Rs. 618.50 crore during 2012-13.

A detailed review of the operations for the year ended 31 March 2014 is given in the Management Discussion & Analysis, which forms a part of this Report.

Dividend

The Board is pleased to recommend payment of equity dividend for the year ended 31 March 2014 at the rate of Rs. 8 per share on the paid-up equity share capital as on that date {Rs. 7 per share in 2012-

13). The dividend is proposed to be paid to those shareholders whose names appear in the Register of Members of the Company, or appear as beneficial owners as per particulars furnished by the Depositories at the close of business on 19 June 2014. No tax on the said dividend will be payable by the shareholders - as required, the Company will pay appropriate tax thereon.

Subsidiaries

As on 31 March 2014, CESC had twenty-nine subsidiaries. Broad details of operations of these subsidiaries are given in the section ''New Projects and Initiatives'' and the section ''Other Businesses'' in the Management Discussion & Analysis, which forms a part of this report.

In accordance with the general exemption granted by the Central Government, the accounts of the subsidiaries for the year 2013-14 and the related detailed information will be made available to the holding and subsidiary companies'' shareholders seeking such information at any point of time and are not attached. Copies of the annual accounts of the subsidiary companies will also be kept open for inspection by any shareholder at the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of accounts of subsidiaries to any shareholder on demand. The Company publishes Consolidated Financial Statements of the Company and its subsidiaries duly audited by Messrs. Lovelock & Lewes, Auditors, prepared in compliance with the applicable Accounting Standards and the Listing Agreements with the Stock Exchanges. The Consolidated Financial Statements for the year 2013-14 form a part of the Annual Report and Accounts.

CESC is concerned about the environment and takes various steps for its protection. In line with the decision of the Ministry of Corporate Affairs, Government of India, the Report and Accounts and other communication from the Company are, sent to the shareholders by e-mail, wherever such addresses are registered with the Company.

Projects

Several projects are being pursued by various subsidiaries of the Company - thermal generation projects at Haldia in West Bengal, Chandrapur in Maharashtra and Bhagalpur in Bihar, wind power project at Gujarat and hydro-electric projects at Arunachal Pradesh.

Details on these projects have been provided in the relevant sections of the Management Discussion & Analysis, which forms a part of this report.

Directors

The Board regrets to record the sad demise of Mr. O. P. Vaish on 18 September 2013, a Director of the Company since 7 September 2011. The Board placed on record its deep appreciation for the valuable contribution made by Mr Vaish during his tenure as a Director of the Company.

In terms of the provisions of Section 152 of the Companies Act, 2013 (''the Act'') and Article 102 of the Articles of Association of the Company, Mr. S. Goenka and Mr. S. K. Pai, Directors, retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

Mr. B. M. Khaitan, Mr. S. N. Menon, Mr. C. K. Dhanuka and Mr. P. K. Khaitan are Non-Executive Directors on the Board of Directors (''the Board'') of the Company. With the enactment of the Act, it is now incumbent upon every listed company to have the requisite number of Independent Directors on the Board. The above Directors are being appointed as Independent Directors of the Company under the Act. The Company has received four separate Notices in writing from four Members along with requisite deposits of money proposing the aforesaid four directors to the office of Directors under the applicable provisions of the Act. Mr B. M. Khaitan, Mr S. N. Menon and Mr C. K. Dhanuka are appointed as Independent Directors for a period of 5 years from 1 April 2014 and Mr P. K. Khaitan from 1 October 2014.

Ms Rekha Sethi, who was appointed by the Board on 30 May 2014 as an Additional Director shall hold office as such up to the date of the forthcoming Annual General Meeting. The Company has received a Notice in writing from a Member along with the requisite deposit of money proposing the candidature of Ms Sethi to the office of Director under the applicable provisions of the Act. Ms Sethi is appointed as an Independent Director for a period of 5 years from 30 May 2014.

Necessary resolutions for obtaining approval of the Members in respect of the above appointments have been incorporated in the notice of the forthcoming Annual General Meeting.

The requisite disclosure regarding the re-appointment/ appointment of the above Directors has been made in the Report of Corporate Governance which forms a part of the Directors'' Report.

Listing

The equity shares of the Company continue to be listed at the Bombay Stock Exchange (BSE), the National Stock Exchange (NSE) and the Calcutta Stock Exchange (CSE).The Company has paid the requisite listing fee to the Stock Exchanges up to the financial year 2014 -15. During the year under review, equity shares of the Company have since been delisted from the London Stock Exchange.

Directors''Responsibility Statement

Pursuant to Section 217(2AA) of the erstwhile Companies Act, 1956, your Directors hereby state and confirm that:

i) in the preparation of annual accounts for the financial year ended 31 March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2014 and of the profit for the period from 1 April 2013 to 31 March 2014;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts for the financial year ended 31 March 2014 have been prepared on a going concern basis.

Corporate Governance

A report on Management Discussion and Analysis is also attached herewith (Annexure ''A''). A separate Report on Corporate Governance (Annexure ''B''), along with Additional Shareholder Information (Annexure ''C''), as prescribed under the Listing Agreement with the Stock Exchanges, are annexed as a part of this Report along with the Auditor''s Certificate.

Fixed Deposits

The Company, during the year, has not accepted any deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet. 17 deposits aggregating Rs. 0.03 crore remained unclaimed as on 31 March 2014.

Auditors

Messrs. Lovelock & Lewes, Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made at the forthcoming Annual General Meeting, would be within the limits prescribed under Section 141(3)(g) of the Act.

Cost Audit

Messrs. Shome & Banerjee, Cost Accountants, were reappointed to conduct the audit of the cost accounting records of the Company for the year under review.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ''D'', forming a part of this Report.

Particulars of Employees

The information as required in accordance with Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in an annexure to this Report. However, as per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company. The said information is also available for inspection at the Registered Office during working hours up to the date of the Annual General Meeting.

Industrial Relations

Industrial relations in your Company, during the year, continued to be cordial. A detailed section on the Company''s Human Resource initiatives is attached in the Management Discussion & Analysis.

Acknowledgement

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to your Company by its consumers, banks, vendors, Government authorities and employees.

Your Directors are also grateful for your continued encouragement and support.

For and on behalf of the Board of Directors

Director Pradip Kumar Khaitan Kolkata,30 May 2014 Managing Director Aniruddha Basu


Mar 31, 2013

The Directors have pleasure in presenting the Annual Report and Audited Accounts of CESC Limited for the year ended 31 March 2013.

Rs. in Crore

Particulars 2012-13 2011-12

Revenue from 5317.10 4680.54 operations

Other Income 92.69 101.31

Total Income 5409.79 4781.85

Profit Before Depreciations 1079.71 982.79 Taxation

Depreciation (306.21) (289.48)

Taxation (155.00) (139.00)

Profit before transfer to 618.50 554.31 Reserves

Profit brought forward from 244.02 190.41 previous year

Reserve for unforeseen (31.88) (28.10) exigencies

General Reserve (500.00) (400.00)

Proposed Dividend @ Rs.7 per Equity (102.32) (72.60) Share & tax thereon

Leaving a balance carried forwad 228.32 244.02

PERFORMANCE OVERVIEW

During the year under review, the Company''s revenue from operations increased by 13.6% over last year to reach Rs. 5317.10 crore. Including other income, total income grew by 13.13% from Rs. 4781.85 crore in 2011-12 to Rs. 5409.79 crore in 2012-13. Profit before depreciation and taxation (PBDT) grew by 9.86% to Rs. 1079.71 crore during the year. After providing for depreciation of Rs. 306.21 crore and taxation ofRs. 155 crore, the profit after taxes (PAT) for 2012-13 stands atRs. 618.50 crore, which reflects a 11.58% increase over Rs. 554.31 crore during 2011-12.

A detailed review of the operations for the year ended 31 March 2013 is given in the Management Discussion & Analysis, which forms a part of this Report.

DIVIDEND

The Board is pleased to recommend payment of equity dividend for the year ended 31 March 2013 at the rate of Rs. 7 per share on the paid- up equity share capital as on that date 5 per share in 2011-12). The dividend is proposed to be paid to those shareholders whose names appear in the Register of Members of the Company, or appear as beneficial owners as per particulars furnished by the Depositories at the close of business on 11 July 2013. No tax on the said dividend will be payable by the shareholders - as required, the Company will pay appropriate tax thereon.

SUBSIDIARIES

At the beginning of the year, CESC had twelve subsidiaries: Spencer''s Retail Limited, Au Bon Pain Cafe India Limited, Music World Retail Limited, CESC Infrastructure Limited, Haldia Energy Limited, Dhariwal Infrastructure Limited, Surya Vidyut Limited, CESC Properties Limited, Metromark Green Commodities Private Limited, Nalanda Power Company Limited, CESC Projects Limited and Bantal Singapore Pte Limited.

During the year, the Company added seventeen subsidiaries.

- Papu Hydropower Projects Limited and Pachi Hydropower Projects Limited became the subsidiaries of the Company with effect from 16 May 2012.

- Spen Liq Private Limited became a subsidiary of the Company on 9 October 2012.

- Firstsource Solutions Limited along with its twelve subsidiaries: Firstsource Group USA, Inc, Firstsource BPO Ireland Ltd, Firstsource Solutions UK Ltd, Anunta Tech Infrastructure Services Ltd, Firstsource-Dialog Solutions Pvt. Ltd., MedAssist Holding Inc., Firstsource Business Process Services, LLC, Firstsource Solutions USA, LLC, Firstsource Advantage, LLC, Firstsource Transaction Services, LLC, Twin Lakes Property LLC (Twinlakes-l) and Twin Lakes Property LLC (Twinlakes-Il), became subsidiaries of your Company with effect from 5 December 2012.

- Ranchi Power Distribution Company Private Limited became a subsidiary of the Company with effect from 12 November 2012.

As on 31 March 2013, CESC had twenty nine subsidiaries. Broad details of operations of these subsidiaries are given in the section ''New Projects and Initiatives'' under ''Power Business'' and the section ''Other Businesses'' in the Management Discussion & Analysis, which forms a part of this report.

In accordance with the general exemption granted by the Central Government under Section 212(8) of the Companies Act, 1956, (''the Act'') the accounts of the subsidiaries for the year 2012-13 and the related detailed information will be made available to the holding and subsidiary companies'' shareholders seeking such information at any point of time and are not attached. Copies of the annual accounts of the subsidiary companies will also be kept open for inspection by any shareholder at the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of accounts of subsidiaries to any shareholder on demand. The Company publishes Consolidated Financial Statements of the Company and its subsidiaries duly audited by Messrs. Lovelock & Lewes, Auditors, prepared in compliance with the applicable Accounting Standards and the Listing Agreements with the Stock Exchanges. The Consolidated Financial Statements for the year 2012-13 form a part of the Annual Report and Accounts.

CESC is concerned about the environment and takes various steps for its protection. In line with the decision of the Ministry of Corporate Affairs, Government of India, the Report and Accounts and other communication from the Company are sent to the shareholders by e-mail, wherever such addresses are registered with the Company.

PROJECTS

Several projects are being pursued by various subsidiaries of the Company - thermal generation projects at Haldia in West Bengal, Chandrapur in Maharashtra and Bhagalpur in Bihar, wind power project at Rajasthan and hydro-electric projects at Arunachal Pradesh. Details on these projects have been provided in the relevant sections of the Management Discussion & Analysis, which forms a part of this report.

DIRECTORS

The Board regrets to record the sad demise of Dr. R.P. Goenka on 14 April 2013. Dr. Goenka was a Director of the Company since 29 April 1989 and Chairman of the Board since 1991.

The Board has placed on record its deep appreciation for the very valuable contribution made by Dr. Goenka to the Company during his unparalleled stewardship over a long period of more than two decades. Mr. Sanjiv Goenka was appointed Chairman of the Board of Directors with effect from 28 May 2013.

Mr. S.K. Pai replaced Mr. S.K.V. Srinivasan as the nominee of IDBI Bank Limited with effect from 15 January 2013.

In terms of the provisions of Section 256, read with Section 255 of the Act and Article 102 of the Articles of Association of the Company, Mr. B.M. Khaitan and Mr. P. K. Khaitan, Directors, retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. Necessary resolutions for seeking approval of the Members have been incorporated in the notice of the forthcoming Annual General Meeting.

The Board of Directors has appointed Mr Aniruddha Basu as an additional director with the designation ''Wholetime Director'' of the Company with effect from 28 May 2013. The Board has also decided that subject to requisite approval of the shareholders, Mr. Basu will be appointed as the Managing Director from 1 August 2013 till 27 May 2018. He will take over from Mr. Sumantra Banerjee, whose term as Managing Director expires on 31 July 2013. The Board placed on record its appreciation for the valuable contribution made by Mr. Banerjee as its Managing Director over a long period of two decades.

The requisite disclosure regarding the re- appointment / appointment of the above Directors has been made in the Report of Corporate Governance which forms a part of the Directors'' Report.

LISTING

The equity shares of the Company continued to be listed during the year at the BSE Limited (BSE), the National Stock Exchange of India Limited (NSE), the Calcutta Stock Exchange Association Limited (CSE) and the London Stock Exchange.

The Company has paid the requisite listing fee to the Stock Exchanges up to the financial year 2013 -14.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Act, your Directors hereby state and confirm that:

i) in the preparation of annual accounts for the financial year ended 31 March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2013 and of the profit for the period from 1 April 2012 to 31 March 2013;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts for the financial year ended 31 March 2013 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A report on Management Discussion and Analysis is also attached herewith (Annexure ''A''). A separate Report on Corporate Governance (Annexure ''B''), along with Additional Shareholder Information (Annexure ''C''), as prescribed under the Listing Agreement with the Stock Exchanges, are annexed as a part of this Report along with the requisite Auditor''s Certificate thereon.

FIXED DEPOSITS

The Company, during the year, has not accepted any deposits within the meaning of Section 58A of the Act and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet. 246 deposits aggregatingRs. 0.47 crore remained unclaimed as on 31 March 2013.

AUDITORS

Messrs. Lovelock & Lewes, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for reappointment. The Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made at the forthcoming Annual General Meeting, would be within the limits prescribed under Section 224 (IB) of the Act.

COST AUDIT

Messrs. Shome & Banerjee, Cost Accountants, were reappointed to conduct the audit of the cost accounting records of the Company for the year under review. The due date and the actual date of filing of cost audit report for the year under review were 28 February 2013 and 8 December 2012 respectively.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1 )(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ''D'', forming a part of this Report.

PARTICULARS OF EMPLOYEES

The information as required in accordance with Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in an annexure to this Report. However, as per the provisions of Section 219(l) (b) (iv) of the Act, the Report and the Accounts are being sent to all the Shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company. The said information is also available for inspection at the Registered Office during working hours up to the date of the Annual General Meeting.

INDUSTRIAL RELATIONS

Industrial relations in your Company, during the year, continued to be cordial. A detailed section on the Company''s Human Resource initiatives is attached in the Management Discussion & Analysis.

ACKNOWLEDGEMENT

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to your Company by its consumers, banks, vendors, Government authorities and employees.

Your Directors are also grateful for your continued encouragement and support.

On behalf of the Board of Directors

Sanjiv Goenka

Kolkata, 28 May 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Annual Report and Audited Accounts of CESC Limited for the year ended 31 March 2012.

Financial Results (Rs. crore)

Particulars 2011-12 2010-11

Revenue from operations 4680.54 4172.54

Other Income 101.31 74.11

Total Income 4781.85 4246.65

Profit Before Depreciation & Taxation 982.79 881.62

Depreciation (289.48) (267.37)

Taxation (139.00) (125.85)

Profit before transfer to Reserves 554.31 488.40

Profit brought forward from previous year 190.41 133.56

Reserve for unforeseen exigencies (28.10) (23.47)

General Reserve (400.00) (350.00)

Proposed Dividend @Rs. 5 per

Equity Share & tax thereon (72.60) (58.08)

Leaving a balance carried forward 244.02 190.41

Performance Overview

During the year under review, the Company's revenue from operations increased by 12.17% over last year to reach Rs.4680.54 crore. Including other income, total income grew by 12.60% from Rs.4246.65 crore in 2010-11 to Rs.4781.85 crore in 2011-12. Profit before depreciation and taxation (PBDT) grew by 11.48% to Rs. 982.79 crore during the year. After providing for depreciation of Rs.289.48 crore and taxation of Rs.139.00 crore, the profit after taxes (PAT) for 2011-12 stands at Rs.554.31 crore, which reflects a 13.50% increase over Rs. 488.40 crore during 2010-11.

A detailed review of the operations for the year ended 31 March 2012 is given in the Management Discussion & Analysis, which forms a part of this Report.

Dividend

The Board is pleased to recommend payment of equity dividend for the year ended 31 March 2012 at the rate of Rs. 5 per share on the paid-up equity share capital as on that date (Rs. 4 per share in 2010-11). The dividend is proposed to be paid to those shareholders whose names appear in the Register of Members of the Company, or appear as beneficial owners as per particulars furnished by the Depositories at the close of business on 12 July, 2012. No tax on the said dividend will be payable by the shareholders - as required, the Company will pay appropriate tax thereon.

Subsidiaries

As on 31 March 2012, CESC had twelve subsidiaries: Spencer's Retail Limited, Au Bon Pain Cafe India Limited, Music World Retail Limited, CESC Infrastructure Limited, Haldia Energy Limited, Dhariwal Infrastructure Limited, Surya Vidyut Limited, CESC Properties Limited, Metromark Green Commodities Private Limited, Nalanda Power Company Limited, CESC Projects Limited and Bantal Singapore Pte Limited. Since close of the year, the Company has acquired Pachi Hydro Power Projects Limited and Papu Hydropower Projects Limited as its subsidiaries.

The details of operations of these subsidiaries are given in the section 'New Projects and Initiatives' under 'Power Business' and the section 'other Businesses' in the Management Discussion & Analysis, which forms a part of this report.

In accordance with the general exemption granted by the Central Government under Section 212(8) of the Companies Act, 1956, ('the Act') the accounts of the subsidiaries for the year 2011-12 and the related detailed information will be made available to the holding and subsidiary companies' shareholders seeking such information at any point of time and are not attached. Copies of the annual accounts of the subsidiary companies will also be kept open for inspection by any shareholder at the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of accounts of subsidiaries to any shareholder on demand. The Company publishes Consolidated Financial Statements of the Company and its subsidiaries duly audited by Messrs. Lovelock & Lewes, Auditors, prepared in compliance with the applicable Accounting Standards and the Listing Agreements with the Stock Exchanges. The Consolidated Financial Statements for the year 2011-12 form a part of the Annual Report and Accounts.

CESC is concerned about the environment and takes various steps for its protection. In line with the decision of the Ministry of Corporate Affairs, Government of India, the Report and Accounts and other communication from the Company are, from now on, sent to the shareholders by e-mail, wherever such addresses are registered with the Company.

Projects

Several projects are being pursued by various subsidiaries of the Company- thermal generation projects at Haldia, Chandrapur and Bhagalpur, wind power project at Rajasthan and hydro electric projects at Arunachal Pradesh.

Details of these projects have been provided in the relevant sections of the Management Discussion & Analysis, which forms a part of this report.

Directors

The Board regrets to record the demise of Mr. B. P Bajoria, a Director of the Company since 1995, who passed away on 20 February 2012. Mr Bajoria had a long association with the Company spanning over a period of almost 17 years. The Board has placed on record its appreciation for the valuable contribution made by Mr. Bajoria to the Company.

The Board appointed Mr. S. N. Menon and Mr. O. P. Vaish as Directors of the Company with effect from 7 September 2011. Since the close of the year, Mr. C. K. Dhanuka has been appointed as a Director with effect from 4 May 2012. Being Additional Directors, Mr. Menon, Mr. Vaish and Mr. Dhanuka retire at the forthcoming Annual General Meeting. Notices have been received from three Members signifying their intentions to propose Mr. Menon, Mr. Vaish and Mr. Dhanuka as Directors of the Company at the said Annual General Meeting.

In terms of provisions of Section 256, read with Section 255 of the Act and Article 102 of the Articles of Association of the Company, Mr. P. K. Khaitan and Mr. S.K.V Srinivasan, Directors, retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. Necessary resolutions seeking approval of the Members have been incorporated in the notice of the forthcoming Annual General Meeting.

The requisite disclosure regarding the re-appointment/appointment of the above Directors has been made in the Report on Corporate Governance which forms a part of the Directors' Report.

Listing

The equity shares of the Company continue to be listed at the Bombay Stock Exchange (BSE), the National Stock Exchange (NSE), the Calcutta Stock Exchange (CSE) and the London Stock Exchange.

The Company has paid the requisite listing fee to the Stock Exchanges up to the financial year 2012-13.

Directors'Responsibility Statement

Pursuant to Section 217(2AA) of the Act, your Directors hereby state and confirm that:

i) in the preparation of annual accounts for the financial year ended 31 March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2012 and of the profit for the period from 1 April 2011 to 31 March 2012;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts for the financial year ended 31 March 2012 have been prepared on a going concern basis.

Corporate Governance

A report on Management Discussion and Analysis is also attached herewith (Annexure 'A). A separate Report on Corporate Governance (Annexure 'B'), along with Additional Shareholder Information (Annexure 'C'), as prescribed under the Listing Agreement with the Stock Exchanges, are annexed as a part of this Report along with the requisite Auditor's Certificate thereon.

Fixed Deposits

The Company has not accepted any deposits within the meaning of Section 58A of the Act and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet. 270 deposits aggregating Rs. 0.51 crore remained unclaimed as on 31 March 2012.

Auditors

Messrs. Lovelock & Lewes, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for reappointment. The Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made at the forthcoming Annual General Meeting, would be within the limits prescribed under Section 224 (1B) of the Act.

Cost Audit

Messrs. Shome & Banerjee, Cost Accountants, were reappointed to conduct the audit of the cost accounting records of the Company for the year under review. The due date and the actual date of filing of cost audit report during the year under review had been 27 September, 2011 and 13 September, 2011 respectively.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e)of the Act read with the Companies (Disclosure of Particulars in the

Report of Board of Directors) Rules, 1988 is given in Annexure 'Dforming a part of this Report.

Particulars of Employees

The information as required in accordance with Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in an annexure to this Report. However, as per the provisions of Section 219(1)(iv) of the Act, the Report and the Accounts are being sent to all the Shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such information may write to the Company at the Registered Office of the Company. The said information is also available for inspection at the Registered Office during working hours up to the date of the Annual General Meeting.

Industrial Relations

Industrial relations in your Company, during the year, continued to be cordial. Adetailed section on the Company's Human Resource initiatives is attached in the Management Discussion & Analysis.

Acknowledgement

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to your Company by its consumers, banks, vendors, Government authorities and employees.

Your Directors are also grateful for your continued encouragement and support.

On behalf of the Board of Directors

S. Goenka

Kolkata, 13 June 2012 Vice-Chairman


Mar 31, 2011

The Directors have pleasure in presenting the Annual Report and Audited Accounts of CESC Limited for the year ended 31 March 2011.

Financial Results (Rs.Crores)

Particulars 2010-11 2009-10

Earnings from Sale of Electricity 3939.85 3292.84

Other Income 152.44 156.20

Total Income 419219

Profit before Depreciation & Taxation 881.62 727.69

Depreciation (267.37) (205.64)

Taxation (125.85) (88.75)

Profit before transfer to Reserves 488.40 433.30

Profit brought forward from previous year 133.56 125.91

Reserve for unforeseen exigencies (23.47) (17.38)

General Reserve (350.00) (350.00)

Proposed Dividend @Rs. 4 per Equity Share & tax thereon (58.08) (58.27)

Leaving a balance carried forward 19041 13156

Performance Overview

During the year under review, the Companys earnings from sale of electricity increased by 19.65% over last year to reach Rs. 3939.85 crore. Including other income, total income grew by 18.65% from Rs. 3449.04 crore in 2009 -10 to Rs. 4092.29 crore in 2010 -11. Profit before depreciation and taxation (PBDT) grew by 21.15% to Rs. 881.62 crore during the year. After providing for depreciation of Rs. 267.37 crore and taxation of Rs. 125.85 crore, the profit after taxes (PAT) for 2010 -11 stands at Rs. 488.40 crore, which reflects a 12.72% increase over Rs. 433.30 crore during 2009-10.

A detailed review of the operations for the year ended 31 March 2011 is given in the Management Discussion & Analysis, which forms a part of this Report.

Dividend

The Board is pleased to recommend payment of equity dividend for the year ended 31 March 2011 at the rate of Rs. 4 per share on the paid-up equity share capital as on that date (Rs. 4 per share in 2009 -10). The dividend is proposed to be paid to those shareholders whose names appear in the Register of Members of the Company, or appear as beneficial owners as per particulars furnished by the Depositories at the close of business on 15 July 2011. No tax on the said dividend will be payable by the shareholders - as required, the Company will pay appropriate tax thereon.

Subsidiaries

As on 31 March 2011, CESC had ten subsidiaries: Spencers Retail Limited, Au Bon Pain Cafe India Limited, Music World Retail Limited. CESC Infrastructure Limited, Haldia Energy Limited, Dhariwal Infrastructure Limited, Surya Vidyut Limited, CESC Properties Limited, Metromark Green Commodities Private Limited and Nalanda Power Company Limited. Since the close of the year, two more subsidiaries had been formed namely Bantal Singapore Pte Limited and CESC Projects Private Limited.

The details of operations of subsidiaries are given in the section New Projects under Power Business and the section New Businesses in the Management Discussion & Analysis, which forms a part of this report.

In accordance with the general exemption granted by the Central Government under Section 212(8) of the Companies Act, 1956. (the Act) the accounts of the subsidiaries for the year 2010 -11 and the related detailed information will be made available to the holding and subsidiary companies shareholders seeking such information at any point of time and are not attached. Copies of the annual accounts of the subsidiary companies will also be kept open for inspection by any shareholder in the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of accounts of subsidiaries to any shareholder on demand. The Company publishes Consolidated Financial Statements of the Company and its subsidiaries duly audited by Messrs. Lovelock & Lewes, Auditors, prepared in compliance with the applicable Accounting Standards and the Listing Agreements with the Stock Exchanges. The Consolidated Financial Statements for the year 2010 -11 form part of the Annual Report and Accounts.

CESC is concerned about the environment and takes various steps for its protection. In line with the decision of the Ministry of Corporate Affairs, Government of India, the Report and Accounts and other communication from the Company are, from now on, sent to the shareholders by e-mail, wherever such addresses are registered with the Company.

Projects

Currently, four power generation projects are being executed by various CESC subsidiaries - thermal generation project at Haldia, Chandrapur and Bhagalpur as well as a solar power project in Rajasthan. CESC itself is carrying out a number of projects to enhance its distribution capabilities and to conserve the environment.

Further details on these projects have been provided in the relevant sections of the Management Discussion & Analysis, which forms a part of this report.

Awards

During the year, your Company won the following awards :

1. Budge Budge generating station received Gold Award for best environmental performance power plant of the year in Asian Power Awards 2010 organised by Asian Power Magazine, Singapore.

2. In recognition of its safety record and initiatives, Southern generating station was awarded with Greentech Gold Award for Safety - 2011 by Greentech Foundation.

3. In recognition of its safety record and initiatives, New Cossipore generating station was awarded with Greentech Silver Award for Safety - 2011 organised by Greentech Foundation.

Directors

In terms of provisions of Section 256, read with Section 255 of the Act and Article 102 of the Articles of Association of the Company Mr. B. M. Khaitan and Mr. S. Banerjee, Directors, retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. The necessary resolutions for obtaining approval of the Members have been incorporated in the notice of the forthcoming Annual General Meeting. The requisite disclosure regarding the re-appointment of the above Directors has been made in the Report of Corporate Governance which forms a part of the DirectorsReport.

Mr. R. K. Misra, who was appointed by the Government of West Bengal as its nominee, ceased to be a Director of the Company with effect from 31 March, 2011. ICICI Bank Limited has withdrawn its nominee, Mr. Ajay Saraf, effective 21 June 2011. The Board places on record its appreciation of the valuable contribution made by Mr. Misra and Mr. Saraf, during their tenure as Directors.

Listing

The equity shares of your Company continue to be listed at the Bombay Stock Exchange (BSE), the National Stock Exchange (NSE). the Calcutta Stock Exchange (CSE) and the London Stock Exchange. The Company has paid the requisite listing fee to the Stock Exchanges up to the financial year 2011-12.

DirectorsResponsibility Statement

Pursuant to Section 217(2AA) of the Act, your Directors hereby state and confirm that:

i) in the preparation of annual accounts for the financial year ended 31 March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2011 and of the profit for the period from 1 April 2010 to 31 March 2011;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts for the financial year ended 31 March 2011 have been prepared on a going concern basis.

Promoter Group

Pursuant to intimation from the Promoters, the names of the Promoters and entities constituting group are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Corporate Governance

A report on Management Discussion and Analysis is also attached herewith (Annexure A). A separate Report on Corporate Governance (Annexure B), along with Additional Shareholder Information (Annexure C), as prescribed under the Listing Agreement with the Stock Exchanges, are annexed as a part of this Report along with the Auditors Certificate.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 58A of the Act and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet. 349 deposits aggregating Rs. 0.62 crore remained unclaimed as on 31 March 2011.

Auditors

Messrs. Lovelock & Lewes, Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a letter from the Statutory Auditors to the effect that their reappointment. if made at the forthcoming Annual General Meeting, would be within the limits prescribed under Section 224 (1B) of the Act

Cost Audit

Messrs. Shome & Banerjee, Cost Accountants, were reappointed to conduct the audit of the cost accounting records of the Company for the year under review. The due date and the actual date of filing of cost audit report for the year under review had been 27 September 2010 and 13 September 2010 respectively.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1 )(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure D, forming a part of this Report.

Particulars of Employees

The information as required in accordance with Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in an annexure to this Report. However as per the provisions of Section 219(1 )(b)(iv) of the Act, the Report and the Accounts are being sent to all the Shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such information may write to the Vice President & Company Secretary at the Registered Office of the Company. The said information is also available for inspection at the Registered Office during working hours up to the date of the Annual General Meeting.

Industrial Relations

A detailed section on your Companys Human Resource initiatives is attached in the Management Discussion & Analysis. During the year under review, industrial relations in your Company continued to be cordial.

Acknowledgement

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to your Company by its consumers, banks, vendors, Government authorities and employees.

Your Directors are also grateful for your continued support and encouragement.

On behalf of the Board of Directors

R.P. Goenka

Kolkata, 24 June 2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report and Audited Accounts of CESC Limited for the year ended 31 March 2010.

Financial Results (Rs. Crores)

Particulars 2009-10 2008-09

Earnings from Sale of Electricity 3292.84 3,031.32

Other Income 156.20 170.02

Total Income 3,449.04 3,201.34

Profit before Depreciation & Taxation 727.69 639.77

Depreciation (205.64) (174.90)

Taxation (88.75) (55.18)

Profit before transfer to Reserves 433.30 409.69

Profit brought forward from previous year 125.91 135.14

Reserve for unforeseen exigencies (17.38) (15.58)

General Reserve (350.00) (350.00)

Proposed Dividend aRs. 4 per

Equity Share & tax thereon (58.27) (58.47)

Leaving a balance carried forward 133.56 125.91

Performance Overview

During the year under review, the Companys earnings from sale of electricity increased by 8.6% over last year to reach Rs. 3,292.8 crore - the overall increase in total income was 7.7% (from Rs. 3,201.3 crore in 2008-09 to Rs. 3449.04 crore in 2009- 10). Profit before depreciation and taxation (PBDT) reflected a year-on-year increase of 13.7%. After providing for depreciation of Rs. 205.6 crore and taxation of Rs. 88.8 crore, the profit after taxes (PAT) for 2009-10 stands at Rs. 433.3 crore, which reflects a 5.8% increase over the PAT figure of the previous year amounting Rs. 409.7 crore.

A detailed review of the operations for the year ended 31 March 2010 is given in the Management Discussion & Analysis, which forms a part of this Report.

Dividend

The Board is pleased to recommend payment of equity dividend for the year ended 31 March 2010 at the rate of Rs. 4 per share on the paid-up equity share capital as on that date. The dividend is proposed to be paid to those shareholders whose names appear in the Register of Members of the Company, or appear as beneficial owners as per particulars furnished by the Depositories at the close of business on 9 July 2010. No tax on the said dividend will be payable by the shareholders - as required, the Company will pay appropriate tax thereon.

Subsidiaries

As on 31 March 2010, CESC had eight subsidiaries: Spencers Retail Limited and its two subsidiaries (Au Bon Pain Cafe India Limited and Music World Retail Limited); CESC Properties Limited and its wholly owned subsidiary - Metromark Green Commodities Private Limited, Haldia Energy Limited and its wholly owned subsidiary, Dhariwal Infrastructure Limited, and Nalanda Power Company Limited. The details of operations of these subsidiaries are given in the section Subsidiaries in the Management Discussion& Analysis.

In accordance with the exemption granted by the Central Government under Section 212(8) of the Companies Act, 1956, (the Act) the accounts of the above subsidiaries for the year 2009-10 and the related detailed information will be made available to the holding and subsidiary companies investors seeking such information at any point of time and are not attached. Copies of the annual accounts of the subsidiary companies will also be kept open for inspection by any investor in the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of accounts of subsidiaries to any shareholder on demand. The Company publishes Consolidated Financial Statements of the Company and its subsidiaries duly audited by Messrs. Lovelock & Lewes, Auditors, prepared in compliance with the applicable Accounting Standards and the Listing Agreements with the Stock Exchanges. The Consolidated Financial Statements for the year 2009-10 form part of the Annual Report and Accounts.

Projects

The third unit of 250 MW at Budge Budge Generating Station was commissioned in February 2010, together with an associated power evacuation system comprising 89 Km of 220 kV double circuit transmission lines. Simultaneously, the 220 kV Eastern Metropolitan Substation with three 160 MVA, 220/132/33 kV transformers was also commissioned.

Haldia Energy Limited, a subsidiary of your Company, is in the process of setting up a 2 X 300 MW coal fired thermal power plant at Haldia. Substantial land acquisition has been completed for the first phase of the project; also, the required clearances for the project (including environmental clearances) have been obtained. The Ministry of Coal has awarded the coal linkages for the proposed power plant. Site preparation activities are now in progress.

Another subsidiary of your Company, Nalanda Power Company Limited, has signed a Memorandum of Understanding with the Bihar State Electricity Board to develop a 2,000 MW power

project at Pirpainti Anchal, District Bhagalpur, in two phases of 1,000 MW each. Preliminary approvals for this project have been received and the company has filed applications for the requisite approvals and clearances.

Dhariwal Infrastructure Limited, a wholly owned subsidiary of Haldia Energy Limited, a subsidiary of the Company, is in the process of setting up a 2 X 300 MW coal fired thermal power plant near Chandrapur (Maharashtra). Dhariwal Infrastructure has already acquired land for the plant, as well as all statutory clearances, including environmental clearance from the Ministry of Environment and Forests, as well as the Water Availability Certificate from Water Resources Department, Government of Maharashtra. The company also has the necessary coal linkages for the entire project from South Eastern Coalfields Limited (SECL). As on date, the company is involved in various pre-construction activities, viz. acquiring land for the railway corridor, site enabling activities and installation of construction power and water facilities. The company has also issued a Letter of Intent for the engineering, procurement and commissioning (EPC) of the complete balance of plant1 systems on a key vendor.

A write-up on your Companys ongoing projects can be read in the Projects section and the Subsidiaries section of the accompanying Management Discussion & Analysis.

Awards

During the year, your Company won the following awards :

1. The Company has earned recognition from the United Nations Framework Convention on Climate Change (UNFCCC) for its Clean Development Mechanism (CDM) status.

2. Titagarh Generating Stations water conservation and recycling measures were recognised by external experts: the station was adjudged as Water Efficient Unit in the National Award on Excellence in Water Management, 2009, conducted by Cll Godrej GBC.

3. In recognition of its safety record and initiatives, Southern Generating Station was awarded with Greentech Silver Award for Safety - 2010 organised by Greentech Foundation.

Directors

In terms of provisions of Section 256, read with Section 255 of the Act and Article 102 of the Articles of Association of the Company, Mr. B. P. Bajoria and Mr. P. K. Khaitan, Directors, retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. The necessary resolutions

for obtaining approval of the Members have been incorporated in the notice of the forthcoming Annual General Meeting. The requisite disclosure regarding the re-appointment of the above Directors has been made in the Report of Corporate Governance which forms part of the DirectorsReport.

Mr. R. K. Misra was appointed by the Government of West Bengal as its nominee in place of Mr. B. K. Paul, effective 12 January, 2010. The Board places on record its appreciation of the valuable contribution made by Mr. Paul during his tenure as a Director.

Listing

The equity shares of your Company continue to be listed at the Bombay Stock Exchange (BSE), the National Stock Exchange (NSE), the Calcutta Stock Exchange (CSE) and the London Stock Exchange.

The Company has paid the requisite listing fee to the Stock Exchanges upto the financial year 2010-11.

DirectorsResponsibility Statement

Pursuant to Section 217(2AA) of the Act, your Directors hereby state and confirm that:

i) in the preparation of annual accounts for the financial year ended 31 March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2010 and of the profit for the period from 1 April 2009 to 31 March 2010;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts for the financial year ended 31 March 2010 have been prepared on a going concern basis.

Promoter Group

Pursuant to intimation from the Promoters, the names of the Promoters and entities constituting group are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Corporate Governance

A report on Management Discussion and Analysis is also attached herewith (Annexure - A). A separate Report on Corporate Governance (Annexure B), along with Additional Shareholder Information (Annexure C), as prescribed under the Listing Agreement with the Stock Exchanges, are annexed as a part of this Report along with the Auditors Certificate.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 58A of the Act and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet. 699 deposits aggregating Rs. 1.07 crore remained unclaimed as on 31 March 2010.

Auditors

Messrs. Lovelock & Lewes, Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made at the forthcoming Annual General Meeting, would be within the limits prescribed under Section 224 (1B) of the Act.

Cost Audit

Messrs. Shome & Banerjee, Cost Accountants, were reappointed to conduct the audit of the cost accounting records of the Company for the year under review.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1 )(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure D forming part of this Report.

Particulars of Employees

The information as required in accordance with Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in an annexure to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the Report and the Accounts are being sent to all the Shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company. The said information is also available for inspection at the Registered Office during working hours up to the date of the Annual General Meeting.

Industrial Relations

A detailed section on your Companys Human Resource initiatives is attached in the Management Discussion & Analysis. During the year under review, industrial relations in your Company continued to be cordial.

Acknowledgement

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to your Company by its consumers, banks, vendors, Government authorities and employees.

Your Directors are also grateful for your continued support and encouragement.

On behalf of the Board of Directors

R.P. Goenka

Chairman

Kolkata, 21 June 2010

 
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