Directors Report of CESC Ltd.
Mar 31, 2023
The Board of Directors of the Company (''the Board'') present the Forty-fifth Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31, 2023 (''the year'').
Pursuant to the provisions of the Companies Act, 2013 (''the Act'') and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (''Listing Regulations''), the Company has prepared its standalone and consolidated financial statements for the Financial Year ended March 31, 2023, details of which are summarised below:
|
('' in Crore) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Revenue from operations |
7,973 |
7,294 |
14,246 |
12,544 |
|
Other Income |
180 |
185 |
309 |
276 |
|
Total Income |
8,153 |
7,479 |
14,555 |
12,820 |
|
Profit before Regulatory Income and Tax |
273 |
328 |
463 |
1,179 |
|
Regulatory Income |
787 |
716 |
1,276 |
737 |
|
Profit before tax |
1,060 |
1,044 |
1,739 |
1,916 |
|
Tax Expenses |
230 |
228 |
342 |
511 |
|
Profit for the year |
830 |
816 |
1,397 |
1,405 |
|
Other comprehensive loss |
(10) |
(15) |
(18) |
(11) |
|
Total comprehensive Income |
820 |
801 |
1,379 |
1,394 |
Highlights of the Company''s financial performance for the year ended March 31, 2023 are as under:
During the year under review, total income was '' 8,153 Crore as against '' 7,479 Crore for the previous year. Profit before tax was '' 1,060 Crore and Profit after tax (PAT) was at '' 830 Crore. Total Comprehensive Income for the year after all other adjustments was '' 820 Crore. Retained earnings as on March 31, 2023 was '' 10,303.40 Crore (March 31, 2022''10,311.81 Crore).
Total consolidated income was '' 14,555 Crore as against '' 12,820 Crore for the previous year. Profit before tax was '' 1,739 Crore and Profit after tax (PAT) was at '' 1,397 Crore. Total Comprehensive Income for the year after all other adjustments was '' 1,379 Crore.
There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this report.
The financial results and operational performance, including major developments have been further discussed in detail in the Management Discussion and Analysis section.
During the year under review, an Interim Dividend of 450% i.e. '' 4.50/- per equity share of '' 1/- each was paid to the Members after deduction of tax at source, at prescribed rates under the Income Tax Act, 1961. The above dividend was declared in terms of the Dividend Distribution Policy of the Company.
The Dividend Distribution Policy of the Company is available at the Company''s website and can be accessed at https:// www.cesc.co.in/storage/uploads/policies/Dividend Policy. pdf
The Notice convening the ensuing Annual General Meeting ("AGM") of the Members of the Company includes an item for confirmation of the said Interim Dividend.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis for the year under review is presented in a separate section forming part of this Report as Annexure ''A''.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, the Company during the year under review has transferred Dividend which remains unpaid / unclaimed for seven consecutive years and also Equity Shares pertaining to which Dividend remains unclaimed for a consecutive period of seven years to the Investors Education and Protection Fund (''IEPF'') established by the Central Government.
The details of said Dividend and the Equity shares transferred to IEPF are given elsewhere in the report and is also available on the website of the Company.
As on March 31, 2023, the Company had eighteen subsidiaries.
Details of operations of the Company''s subsidiaries are set out in Management Discussion and Analysis, which forms part of the Annual Report. Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of the subsidiary companies in Form No. AOC-1 is given in the Annual Report. In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the Listing Regulations, the audited financial statements of the subsidiary companies are available on the Company''s website and can be accessed at https://www.cesc.co.in/subsidiaryAccounts
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company''s website and can be accessed at: https:// www.cesc.co.in/storage/uploads/policies/POLICY ON MATERIAL SUBSIDIARIES.pdf
Noida Power Company Limited, Haldia Energy Limited and Dhariwal Infrastructure Limited are three material subsidiaries of the Company as per Regulation 16 (1) (c) of the Listing Regulations.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Act, Indian Accounting Standards and the Listing Regulations, Consolidated Financial Statements of the Company for the Financial Year 2022-23, duly audited by Company''s Statutory Auditors, Messrs. S. R. Batliboi & Co. LLP, Chartered Accountants, forming a part of the Annual Report and shall be laid before the members in the ensuing AGM of the Company as required under the Act.
The audited financial statements including the consolidated financial statements of the Company and all other documents required to be attached thereto, are available on the Company''s website and can be accessed at https://www.cesc.co.in/annualReports
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act read with the Articles of Association of the Company, Mr. Shashwat Goenka (DIN : 03486121) will retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The Board on the recommendation of Nomination and Remuneration Committee has recommended the said re-appointment.
The Board on the recommendation of Nomination and Remuneration Committee and subject to the approval of the Members has recommended the (a) re-appointment of Mr. Rabi Chowdhury (DIN: 06601588) as the Managing Director (Generation) and Mr. Debasish Banerjee (DIN: 06443204) as the Manging Director (Distribution) for a period of one year with effect from May 28, 2023 and (b) re-appointment of Mr. Pradip Kumar Khaitan (DIN: 00004821) as a Non-Executive Non-Independent Director of the Company in terms of Regulation 17(1A) of the Listing Regulations. Necessary resolutions for the above re-appointment(s) have been included in the Notice for the forthcoming AGM of the Company.
In the opinion of the Board, all the Directors, including the Directors proposed to be re-appointed, possess the requisite qualifications, experience and expertise and hold high standards of integrity. The Company has received necessary disclosures/declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations.
The list of key skills, expertise and core competencies of the Board is provided in the Report on Corporate Governance forming part of this report.
As on March 31, 2023, the Company has the following Key Managerial Personnel (KMP) as per Section 2(51) of the Act:
|
Sl. No. |
Key Managerial Personnel |
Designation |
|
1. |
Mr. Rabi Chowdhury |
Managing Director (Generation) |
|
2. |
Mr. Debasish Banerjee |
Managing Director (Distribution) |
|
3. |
Mr. Rajarshi Banerjee |
Executive Director & CFO |
|
4. |
Mr. Jagdish Patra |
Company Secretary and Compliance Officer |
|
There were no changes in the Key Managerial Personnel of your Company. |
||
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission, as applicable, received by them.
The meeting of the Board of Directors were held during the financial year on May 13, 2022, August 10, 2022, November 14, 2022 and February 14, 2023.
INDEPENDENT DIRECTORS'' MEETING
The Independent Directors of your Company met on February 14, 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the
Committees of the Board and the Board as a whole along with the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, Govt. of India, relating to Meetings of the Board of Directors and General Meetings respectively.
The Company recognises the importance of a diverse Board in its success and believe that a truly diverse Board will leverage differences in thought, perspective, industry experience, knowledge and skills including expertise in financial, global business, leadership, technology and other domains, will ensure that Company retains its competitive advantage.
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the Nomination and Remuneration Committee (''NRC'') is responsible for determining qualification, positive attributes and independence of a Director.
Additional details on Board diversity are available in the Corporate Governance that forms part of this Report
In order to ensure that the Board and Committees of the Board are functioning effectively and to comply with statutory requirements, the annual performance evaluation of all the Directors, Committees of the Board, Chairman of the Board and the Board as a whole, was conducted during the year. The evaluation was carried out based on the criteria and framework approved by the NRC. A detailed disclosure on the parameters and the process of Board evaluation as well as the outcome has been provided in the Report on Corporate Governance.
The various Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
The following statutory Committees constituted by the Board according to their respective roles and defined scope:
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Corporate Social Responsibility Committee
⢠Stakeholders'' Relationship Committee
⢠Risk Management Committee
Details of the composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance.
EQUITY SHARE CAPITAL AND DEBT SECURITIESEquity Shares
During the year under review, there has been no change in the authorised, issued, subscribed and paid up Equity Share Capital of the Company.
The Equity Shares of the Company continued to be listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid the requisite listing fees to the Stock Exchanges up to the Financial year 2023-24.
Debentures
During the year under review, the Company had issued and allotted, 5,000 Secured, Unlisted, Redeemable, Rated, Non-Convertible Debentures (''NCDs'') having a face value of '' 10 lakh each aggregating to '' 500 Crore for cash at par, on private placement basis. The said NCDs were issued in compliance with the applicable circulars issued by the Securities and Exchange Board of India on issuance of debt securities by large corporates.
The funds raised through NCDs have been utilised as per the terms of the issue.
On May 20, 2023, the Company has redeemed by exercising call option, 3000 Secured, Listed, Redeemable, Rated, Non-Convertible Debentures having face value of '' 10 Lakh each aggregating to '' 300 Crore which were issued and alloted for cash at par on private placement basis.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors hereby state and confirm that:
i) in the preparation of the accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to the 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.
The Company is committed to focus on enhancing standards of Corporate Govrnance by long term value creation and protecting stakeholders'' interests by applying proper care, skill and diligence to business decisions and constant adherance to the requirement of Listing Regulations.
In compliance with Regulation 34 read with Schedule V of the Listing Regulations, a Report on Corporate Governance for the year under review, is presented in a separate section as a part of this Report as Annexure ''B'' along with Additional Shareholder Information as Annexure ''C''.
A certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance, as stipulated under the Listing Regulations, is annexed to this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No significant and materials orders were passed by the regulators or courts or tribunals impacting the going concern status and your Company''s operations in future.
INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.
CHANGE IN THE NATURE OF THE BUSINESS
During the year under review, there was no change in the nature of the business of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Over the past years, the Company has focused on several corporate social responsibility programs. The Company continues its endeavour to improve the lives of people and provide opportunities for their holistic development through its different initiatives in the areas of Health,
Education, Child Protection, Environmental, Sustainability, and Skill Development.
In terms of Companies (Corporate Social Responsibility Policy) 2014, as amended, the Company has formulated its Corporate Social Responsibility Policy. The said Policy is uploaded on Company''s website and can be accessed at https://www.cesc.co.in/storage/uploads/policies/CSR Policy.pdf. A detailed section on CSR activities undertaken during the year under review is annexed herewith and marked as Annexure-''D'' and forming part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In terms of Regulation 34 (2) (f) of Listing Regulations, SEBI has introduced new reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR) which seeks disclosures from listed entities on their performance against the nine principles of the ''National Guidelines on Responsible Business Conduct'' (NGBRCs) and reporting under each principle is divided into essential and leadership indicators.
The Company has been a torchbearer of responsible business practices, always ensuring its decisions balance social and environmental considerations with financial factors. Your Company always believed that being responsible and reliable also means being sustainable. These principles have always been an integral part of strategic planning of the Company both to manage risk as well as to enable long term sustainable growth and value creation.
As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective, is given in the report as Annexure E''.
All contracts or arrangements entered into by the Company with its related parties during the year under review were in accordance with the provisions of the Act and the Listing Regulations. All such contracts or arrangements, were entered into in the ordinary course of business and at arm''s length basis and approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Disclosure of Related Party Transactions as required in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC -2 is not applicable for this year.
The Policy Statement on Materiality and dealing with Related Party Transactions is available on the Company''s website and can be accessed at ittps://www.cesc.co.in/ storage/uploads/policies/RELATED PARTIES POLICY.pdf.
Members may please refer to Note 42 to the Standalone Financial Statements for requisite disclosure in respect of related parties and transactions entered into with them during the year under review.
The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Risk Management Committee has been entrusted with the responsibility to assist the Board in a) overseeing the Company''s risk management framework; and b) ensuring that all material Strategic and Commercial including Cybersecurity, Safety and Operations, Compliance, Control and Financial risks have been identified and assessed and ensuring that all adequate risk mitigations are in place, to address these risks. The Audit Committee has additional oversight in the area of financial risks and controls. Further, details are included in the separate section forming part of this Report.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace. In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has adopted a policy. The Company has constituted an Internal Complaints Committee(s) (ICC) to redress and resolve any complaints arising under the POSH Act. Training / awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.
Details of complaints received/disposed, if any, during the Financial Year 2022-23 are provided in the Report on Corporate Governance.
INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY
The Company has in place adequate internal financial controls for ensuring orderly and efficient conduct of the business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The IFC are adequate and operating effectively. Effectiveness of IFC is ensured through management reviews, controlled self-assessment and independent testing by the Internal Audit Department of the Company.
The Company believes that these systems provide reasonable assurance that the Company''s internal financial controls are adequate and are operating effectively as intended.
AUDITORS AND AUDITORS'' REPORT
Messrs. S R Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 301003E/E300005) were re-appointed as Statutory Auditors of the Company for a term of five consecutive years, at the Forty-fourth AGM of the Company.
The Auditors'' Report annexed to the financial statements for the year under review does not contain any qualifications, reservations or adverse remarks. The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.
During the year under review, the Auditors have not reported any instance of fraud as referred to in Section 134(3)(ca) of the Act.
COST AUDITORS AND COST AUDIT REPORT
The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Act and such records are maintained accordingly.
The Board of Directors, on the recommendation of the Audit Committee, has appointed Messrs. Shome & Banerjee, Cost Accountants (Firm Registration No 000001) as Cost Auditors to conduct the audit of Company''s cost records for the financial year ended March 31, 2023. The Cost Audit Report, for the year ended March 31, 2022, was filed with the Central Government within the statutory time limit.
In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to be paid to the Cost Auditors for the Financial Year 2023-24 is required to be ratified by the members, the Board of Directors recommends the same for approval by members at the ensuing AGM. The said proposal forms part of the Notice of the AGM.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Messrs. Anjan Kumar Roy & Co., (Certificate of Practice -4557) Practicing Company Secretaries, were appointed by the Board as the Secretarial Auditors of your Company for the Financial Year ended March 31, 2023. The Secretarial Audit Report pursuant to Section 204 of the Act, is attached in the Annexure ''F'' forming part of this Report.
Pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Reports of three material unlisted subsidiaries of the Company namely Noida Power Company Limited, Haldia Energy Limited and Dhariwal Infrastructure Limited, for the Financial Year 2022-23 are also attached and are forming part of the Annual Report as Annexures ''F1'', ''F2'' and ''F3''. The Secretarial Audit Reports of such material unlisted subsidiaries do not contain any qualifications, reservations or adverse remarks.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company promotes safe, ethical and compliant conduct of all its business activities The Company has a Vigil Mechanism and Whistle-blower policy in accordance with Section 177 of the Act and Regulation 22 of Listing Regulations to bring Company''s attention to instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affect the financial integrity of the Company.
The said policy has been uploaded on the Company''s website and can be accesssed at https://www.cesc. co.in/storage/uploads/policies/WhistleBlowerPolicy.pdf. The said policy provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company through the Company Secretary for redressal. No person had been denied access to the Chairman of the Audit Committee and there was no such reporting during the financial year 2022-23.
The Company''s ''Insider Trading Prohibition Code'' which is in line with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, lays down the guidelines and procedures to be followed and disclosures to be made by the Insiders, while dealing in Company''s securities.
In view of the aforesaid Regulations and SEBI Circular, the Company also has in place a Structured Digital Database wherein details of persons with whom Unpublished Price Sensitive Information is shared on need to know basis and for legitimate business purposes is maintained with time stamping and audit trails to ensure non-tampering of the data base.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company, being a company providing infrastructure facilities is exempt from the provisions applicable to loans, guarantees, security and investments under Section 186 (11) of the Act. Therefore, no details are required to be provided.
Your Company during the year under review, has not accepted any deposit from the public and as such no amount of principal or interest was outstanding as on the date of the Balance Sheet.
CONSERVATION OF ENERGY, RESEARCH &DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars as required under Section 134 of the Companies Act, 2013 relating to Conservation of Energy and Technology Absorption is given in Annexure ''G'', forming a part of this report.
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company and can be accessed at https://www.cesc.co.in/storage/ uploads/annreport/CESC_AnnualReturn_2022-23.pdf.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure ''H''.
Details of employee remuneration as required under provisions of Section 197 of the Act and the Rule 5(2) and 5(3) of the aforesaid Rules are provided in Annexure I. In terms of proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the Annexure I. The said statement is also available for inspection by the shareholders at the Registered Office of the Company during business hours on working days of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at [email protected].
None of the employees listed in the said Annexure are related to any Director of the Company.
The Company has in place a Remuneration Policy for Directors, Key Managerial Personnel and other employees, duly recommended by the Nomination and Remuneration Committee and approved by the Board. The said Policy is uploaded on the website of the Company and can be accessed at https://www.cesc.co.in/storage/uploads/ policies/REMUNERATION%20POLICY CESC SM.pdf.
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 of this report.
Industrial relations in the Company, during the year, continued to be cordial. A detailed section on the Company''s Human Resource initiatives is included in the Management Discussion and Analysis forming a part of this report.
Your Directors wishes to place on record its deep sense of appreciation for the committed and dedicated services by the Company''s employees at all levels, co-operation received from the shareholders, business partners, financial institutions, banks, consumers and vendors during the year under review.
The Directors are also thankful to the Government of India, the various ministries of the State Governments, the central and state electricity regulatory authorities, communities in the neighborhood of our operations, municipal authorities of Kolkata and local authorities in areas where we are operational in India for all the support rendered during the year.
Your Directors are also grateful for your continued encouragement and support.
On behalf of the Board of Directors Dr. Sanjiv Goenka
Place : Kolkata Chairman
Date : May 22, 2023 DIN: 00074796
Mar 31, 2022
Your Directors have pleasure in presenting the 44th Board Report on the Company''s business and operations, together with Audited Financial Statements for the financial year ended March 31, 2022 (''the year'').
"We don''t just Generate and Distribute Electrical Power... We Generate Association and Distribute Assurance.â
CESC is India''s first fully integrated electrical utility company ever since 1899, generating and distributing power.
We are the sole distributor of electricity within an area of 567sq km of Kolkata, Howrah and adjoining areas and serve 3.5 million consumers which include domestic, industrial, and commercial users. We operate two thermal power plants in our licensed area generating 885 MW of power. These are Budge Budge Generating Station (750 MW) and Southern Generating Station (135 MW) within our licensed area.
Amongst others, we have through a wholly-owned subsidiary, Haldia Energy Limited, commissioned Haldia thermal power plant, which is a 600 MW project at Haldia, West Bengal. The entire power from Haldia is utilised to meet the total power requirement of CESC. The power from Haldia propagates to the city through dedicated 400KV network.
From our embedded generating station along with power from Haldia, we met around 89% of our customers'' electricity requirement during the year.
We continuously strive to provide the best-in-class service to our consumers. We have carefully designed each of our Online Services in a way, that can be seamlessly accessed and operated through the electronic platform. This enables our Consumers to avail all our services online, from the comfort of their homes.
Our zeal lies to stay true and deliver exceptional service to all our stakeholders, who are with us on this relentless journey with a hope that they will continue to be part of our journey.
In compliance with the provisions of the Companies Act, 2013 (''the Act''), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards for
the Financial Year 2021-22. The standalone and consolidated financial highlights of the Company''s operations are as follows:
|
(H in Crore) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
2021-22 |
|2020-21| |
2021-22 |
|2020-21 |
|
|
Income from |
7,294 |
6,921 |
12,544 |
11,632 |
|
operations |
||||
|
Other Income |
185 |
180 |
276 |
242 |
|
Total Income |
7,479 |
7,101 |
12,820 |
11,874 |
|
Profit before |
328 |
390 |
1,179 |
1,328 |
|
regulatory Income |
||||
|
and Tax |
||||
|
Regulatory Income |
716 |
457 |
737 |
424 |
|
Profit before tax |
1,044 |
847 |
1,916 |
1,752 |
|
Profit for the year |
816 |
814 |
1,405 |
1,363 |
|
Other |
(15) |
(33) |
(11) |
(29) |
|
comprehensive loss |
||||
|
Total comprehensive |
801 |
781 |
1,394 |
1,334 |
|
Income |
||||
The financial results and the results of operations, including major developments have been further discussed in detail in the Management Discussion and Analysis Report.
During the year, an interim dividend of 450% i.e. H 4.50 per equity share was paid within the permissible timeline after deducting the tax at source pursuant to prevailing laws. The above dividend was declared in terms of the Dividend Distribution Policy of the Company.
The Notice convening the ensuing Annual General Meeting ("AGMâ) of the Members of the Company includes an item for confirmation of the said interim dividend.
According to Regulation 43A of the Listing Regulations, the top 1000 listed entities based on market capitalization, calculated as on March 31 of every financial year are required to formulate a Dividend Distribution Policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports. Accordingly, the Company has adopted Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The policy can be accessed using the link https://www.cesc.co.in/wp-content/uploads/policies/Dividend Policy.pdf.
ALTERATION OF ARTICLES OF ASSOCIATION
During the year under review, the Articles of Association ("AOAâ) of the Company was altered by adoption of a new restated AOA in substitution and supersession of existing AOA. The said new restated AOA was approved by the members of the Company through postal ballot by way of remote electronic voting.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section elsewhere in the report as Annexure ''A''.
TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which dividend remains unpaid / unclaimed for seven consecutive years or more shall be transferred to the Investor''s Education and Protection Fund (''IEPF'') after giving due notices to the concerned shareholders.
The details of equity shares transferred to IEPF are given elsewhere in the report and also available on the Company''s website at https://www.cesc.co.in.
During the Financial Year 2021-22, the Company has transferred the unpaid/ unclaimed dividend to the Investors Education and Protection Fund (''IEPF'') Account established by the Central Government in compliance with the provisions of the above rules.The Company has also uploaded the details of unpaid and unclaimed dividend amounts lying with the Company on the Company''s website https://www.cesc.co.in.
The shareholders whose unpaid dividend / shares are transferred to the IEPF can request the Company / Registrar and Transfer Agent as per the applicable provisions in the prescribed Form No. I EPF-5 for claiming the unpaid dividend / shares out of the IEPF. The process for claiming the unpaid dividend / shares out of the IEPF is also available on the Company''s website at http://www.cesc.co.in.
As on March 31, 2022, the Company had eighteen subsidiaries. During the year under review, Surya Vidyut Limited (SVL) ceased to be a subsidiary of the Company consequent to sale of SVL''s shares to Torrent Power Limited in terms of Share Purchase Agreement executed with them.
Details of operations of the Company''s subsidiaries are set out in Management Discussion and Analysis, which forms part of the Annual Report. Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of the subsidiary companies in Form No. AOC-1 is given in the Annual Report. The statement also provides details of the performance and the financial position of each of the subsidiaries. Copies of the financial statements of the
subsidiary companies are available on the Company''s website at https://www.cesc.co.in/?cat=25
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company''s website and can be accessed at: https://www.cesc.co.in/wp-content/ uploads/policies/POLICY ON MATERIAL SUBSIDIARIES.pdf
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act, 2013 ("the Actâ) read with applicable Accounting Standards and the Listing Regulations, consolidated financial statements of the Company for the Financial Year 2021-22, duly audited by Company''s Auditors M/S S. R. Batliboi & Co. LLP, Chartered Accountants, forming a part of the Annual Report and shall be laid before the AGM of the Company as required under the Act.
The audited financial statements including the consolidated financial statements of the Company and all other documents required to be attached thereto, are available on the Company''s website and can be accessed at https://www.cesc.co.in/?cat=16.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the 43rd AGM of the Company held on August 18, 2021, the shareholders approved: (i) appointment of Mr. Debanjan Mandal as an Independent Director for a term of five years effective May 10, 2021, (ii) re-appointment of Mr. Pradip Kumar Khaitan as a Non-Executive Non-Independent Director in terms of Regulation 17(1A) of the Listing Regulations, and (iii) re-appointment of Dr. Sanjiv Goenka as a Non-Executive Director liable to retire by rotation.
During the year under review Mr. Kalaikuruchi Jairaj (DIN:01875126), Independent Director, resigned from the Board of Directors of the Company with effect from December 29, 2021 due to his personal reasons. Mr. Jairaj was on the Board since August 1, 2014 and made significant contribution as a Director during his tenure. The Board places on record its appreciation to Mr. Jairaj for his invaluable contribution.
On the recommendation of the Nomination & Remuneration Committee (NRC), the Board recommends the following re-appointment(s): (i) re-appointment of Mr. Debasish Banerjee (DIN: 06443204), who retires by rotation and being eligible has offered himself for re-appointment as a director liable to retire by rotation (ii) re-appointment of Mr. Pradip Kumar Khaitan (DIN: 00004821) as a Non-Executive Non-Independent Director in terms of Regulation 17(1A) of the Listing Regulations. Notice of the AGM includes appropriate Resolutions seeking your approval in respect of both the above re-appointments.
In the opinion of the Board, all the Directors, including the Directors proposed to be re-appointed, possess the requisite qualifications, experience and expertise and hold high standards of integrity. All of the Independent Directors are exempt from the requirement of passing the proficiency test. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and
the Listing Regulations. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
The list of key skills, expertise and core competencies of the Board of Directors is provided in the Report on Corporate Governance forming part of this report. Details, such as brief resumes, nature of expertise in specific functional areas, names of companies in which the above-named directors hold directorships, committee memberships/ chairpersonships, shareholding in CESC, etc. are furnished in the Notice of the AGM.
The criteria for determining qualification, positive attributes and independence of a director are given in the, Remuneration Policy. The said Policy for Directors, Key Managerial Personnel and Senior Managerial Personnel is uploaded on the website of the Company and its accesible at https://www.cesc.co.in/wp-content/uploads/ policies/REMUNERATION%20POLICY CESC SM.pdf
As on March 31, 2022, the Company has the following Key Managerial Persons (KMP) as per Section 2(51) of the Act:
|
No |
Key Managerial Personnel |
Designation |
|
1 |
Mr. Rabi Chowdhury |
Managing Director(Generation) |
|
2 |
Mr. Debasish Banerjee |
Managing Director(Distribution) |
|
3 |
Mr.Rajarshi Banerjee |
ED& CFO |
|
4 |
Mr. Jagdish Patra |
Company Secretary and Compliance Officer |
None of the Managing Directors received any commission from any of the Company''s subsidiaries. During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission, as applicable, received by them.
Five meetings of the Board of Directors were held during the year on May 10, 2021, June 16, 2021, August 11, 2021, November 11, 2021 and January 13, 2022.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, Govt. of India, relating to Meetings of the Board of Directors and General Meetings respectively.
CRITERIA ON BOARD DIVERSITY AND DIRECTOR ATTRIBUTES AND REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for determining qualification, positive attributes and independence of a
Director. The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted the Policy on Remuneration for Directors, Key Managerial Personnel and other employees.
BOARD EVALUATION
In order to ensure that the Board and Committees of Board are functioning effectively and to comply with statutory requirements, the annual performance evaluation of the Board, Committees of Board and individual directors was conducted during the year. The evaluation was carried out based on the criteria and framework approved by the NRC. A detailed disclosure on the parameters and the process of Board evaluation as well as the outcome has been provided in the Report on Corporate Governance.
COMMITTEES OF THE BOARD
The various Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
The following statutory Committees constituted by the Board according to their respective roles and defined scope:
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Corporate Social Responsibility Committee
⢠Stakeholder''s Relationship Committee
⢠Risk Management Committee
Details of the composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance.
The Company has adopted a Code of Conduct and Ethics for its Directors and Senior Management Personnel. The same can be accessed at https://www.cesc.co.in/wp-content/ uploads/2014/02/Code-of-Conduct.pdf.
All Directors and Senior Management Personnel have affirmed the compliance with the said Code of Conduct and Ethics.
The Managing Directors have also confirmed and certified the same and the certification is given elsewhere in the report.
EQUITY CAPITAL AND DEBT SECURITIES
Equity Shares
Pursuant to the approval of the Members of the Company at the Forty-third AGM held on August 18, 2021, the equity shares of your Company were sub-divided for each equity share of face value of H 10/- into ten equity shares of face value of Re. 1/- each, thereby keeping the paid up share capital intact.
The equity shares of the Company continue to be listed on BSE Limited and the National Stock Exchange of India Ltd.
The Company has paid the requisite listing fees to the Stock Exchanges up to the financial year 2022-23.
Issue of Debentures
During the year, the Company had issued and allotted, on private placement basis, Secured, unlisted Non Convertible Redeemable Debentures (NCDs) aggregating to H 500 crore for cash at par, in compliance with the applicable circulars of the Securities and Exchange Board of India on issue of debt securities by certain large corporates.
The funds raised through NCDs have been utilized as per terms of the issue.
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors hereby state and confirm that:
i) in the preparation of the accounts for the Financial Year ended March 31, 2022, the applicable accounting standards have been followed alongwith proper explanation relating to the 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.
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the related requirements set out in the Listing Regulations.
In compliance with Regulation 34 read with Schedule V of the Listing Regulations, a Report on Corporate Governance for the year under review, is presented in a separate section elsewhere in the Report as Annexure ''B'' and Additional Shareholder Information as Annexure ''C''.
A certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance, as stipulated under the Listing Regulations, is annexed to this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No significant and material order was passed by any regulator or court or tribunal impacting the going concern status and your Company''s operations in future.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
There was no proceeding, initiated by any Financial Creditor or Operational Creditor or by the Company, under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the Financial Year 2021-2022.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of the business of the Company.
CORPORATE SOCIAL RESPONSIBILITY
As a responsible utility serving the city of Kolkata for more than 100 years, your Company has a commitment to serve the society. As the Company continues to play a dynamic role in India''s power sector, our community engagements are creating value in a manner that is environmentally sustainable and socially uplifting. Through the CSR initiatives, your Company is dedicated to the cause of providing, access to basic services, empowering people, educating them and improving their quality of life. The Company undertakes programmes based on identified needs of the community around healthcare, education, safe drinking water and sanitation, child protection as well as through livelihood generation and skill development.
Through Nayee Roshni Project, the Company facilitates underprivileged children in urban slums to acquire quality education with level- appropriate reading and writing ability. Child-friendly environment in schools is created through provision of safe drinking water and sanitation facilities under Nirmal Abhiyan Project. The Company''s Hamari Awaaz Project seeks to create child friendly communities in urban slums by mobilising, sensitising and empowering communities to fight against child labour and foster child protection. Improvement of health and nutrition status of pregnant women, lactating mothers, adolescent girls and children in 0-6 years age group through Suswasthya Project is another focus area of CESC''s CSR initiatives. Under the Nirmal Parivesh project, community-based water and sanitation initiatives have been undertaken for protection of environment and promotion of sustainable development. CESC supports skill development projects, such as, Saksham, Udaan, Prayas and Pragati in several
locations for employment generation among underprivileged youths. Across the different programme areas focused by the Company, its endeavour is to reach out to the disadvantaged and the marginalized sections of the society, and thereby, contribute to the regional and national development goals.
CESC has also been actively supporting a project undertaken by the RP-Sanjiv Goenka Group CSR Trust of which CESC is a part for setting up in Kolkata, a school of international standard. The construction work for the school building is still in process.
In terms of Companies (Corporate Social Responsibility Policy) 2014, as amended, the Company has revised its Corporate Social Responsibility Policy, a brief outline of which along with the required disclosures are annexed elsewhere in this report. The CSR Policy is uploaded on Company''s website and can be accessed at https://www.cesc.co.in/wp-content/ uploads/policies/CSR Policy.pdf. A detailed section on the activities undertaken during the year under review is included in Annexure ''D'' and forming a part of this report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In recent times, adapting to and mitigating climate change impact, inclusive growth and transitioning to a sustainable economy have emerged as major issues globally. There is an increased focus of investors and other stakeholders seeking businesses to be responsible and sustainable towards the environment and society. Thus, reporting of Company''s performance on sustainability related factors has become as vital as reporting on financial and operational performance.
In terms of amendment to regulation 34 (2) (f) of Listing Regulations, SEBI has introduced new reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR) which seeks disclosures from listed entities on their performance against the nine principles of the ''National Guidelines on Responsible Business Conduct'' (NGBRCs) and reporting under each principle is divided into essential and leadership indicators.
CESC has been a torchbearer of responsible business practices, always ensuring its decisions balance social and environmental considerations with financial factors. We have always believed that being responsible and reliable also means being sustainable. These principles have always been an integral part of strategic planning of the Company both to manage risk as well as to enable long term sustainable growth and value creation.
As stipulated under the Listing Regulations, the BRSR describing the initiatives taken by the Company from an environmental, social and governance perspective, is given in the report as Annexure -''E''.
RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered by the Company during the financial year under review with related parties, were in ordinary course of business and on an arm''s length basis. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for the Financial Year 2021-22 and hence the same is not provided.
During the year, the Company amended the Policy on Dealing with Related Party Transactions (''RPT Policy'') in view of the amendments issued by SEBI and to simplify the process of transaction approval sought from the Audit Committee. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company''s website and can be accessed at https://www.cesc.co.in/wp-content/uploads/ policies/RELATED PARTIES POLICY.pdf
Transactions with related parties entered into in the normal course of business are periodically placed before the Audit Committee of the Board for its review and approval. Members may please refer to Note 42 to the Standalone Financial Statements for requisite disclosure in respect of related parties and transactions entered into with them during the Financial Year 2021-22.
RISK MANAGEMENT
Your Board has formed a Risk Management Committee to frame, implement and monitor the risk management policy for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has a Policy on Prevention of Sexual Harassment at Workplace, which is available on the Company website at https://www.cesc.co.in. The Company has constituted an Internal Complaints Committee in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and is fully compliant. The Audit Committee oversees compliance at regular intervals. Details of complaints received/disposed during Financial Year 2021-22 are provided in the Report on Corporate Governance.
INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY
CESC has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The IFC are adequate and operating effectively. Effectiveness of IFC is ensured through Management reviews, controlled self-assessment and independent testing by the Internal Auditor.
AUDITORS AND AUDITORS'' REPORT
M/s S R Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration No.301003E/E300005) was appointed as the Auditors of the Company for a term of five consecutive years, at the Thirty-ninth AGM of the Company and their appointment shall cease at the conclusion of the forthcoming AGM.
As per the provisions of Section 139 of the Act, the Board of Directors of the Company, on the recommendation of the Audit Committee, recommends re-appointment of M/s S R Batliboi & Co. LLP, Chartered Accountants for a further period of five years i.e. upto the conclusion of 49th AGM.
M/s S R Batliboi & Co. LLP, Chartered Accountants, (i) have expressed their willingness to be re-appointed as Auditors for a further term, (ii) have submitted their confirmation to the effect that they continue to satisfy the criteria provided in Section 141 of the Act and (iii) that their appointment is within the limits prescribed under Section 141(3)(g) of the Act.
A resolution proposing re-appointment of M/s S R Batliboi & Co. LLP, as the Auditors of the Company and their remuneration pursuant to Section 139 of the Act, along with the statement, forms part of the Notice of 44th AGM.
The Auditors'' Report annexed to the financial statements for the year under review does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors have not reported any instance of fraud referred to in Section 134(3) (ca) of the Act.
COST AUDITORS AND COST AUDIT REPORT
The Board of Directors, on the recommendation of the Audit Committee, had appointed M/s Shome & Banerjee, Cost Accountants (Firm Registration No 000001) as the Cost Auditors to conduct the audit of Company''s cost records for the Financial Year ended March 31, 2022. The Cost Auditors have confirmed that they are not disqualified pursuant to the provisions of Section 141 of the Act read with Section 139 and 148 of the Act. The Cost Auditors will submit their report for
the Financial Year 2021-22 on or before the due date. The Cost Audit Report, for the year ended March 31, 2021, was filed with the Central Government within the prescribed time. The Company maintains the Cost Records as per the provisions of Section 148(1) of the Act.
In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to be paid to the Cost Auditors for the Financial Year 2022-23 is required to be ratified by the members, the Board of Directors recommends the same for approval by members at the ensuing AGM. The proposal forms part of the Notice of the AGM.
The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Act and such records are made and maintained accordingly.
The Board had appointed M/S. S.M. Gupta & Co.,(Firm Regn. No S1993WB816800) Company Secretaries, as the Secretarial Auditors of the Company to conduct the secretarial audit for the Financial Year 2021-22.
The Secretarial Audit Report for the Financial Year ended March 31, 2022 is annexed as Annexure ''F'' forming part of this Report.
As per the requirements of the Listing Regulations, Practicing Company Secretaries of the material unlisted subsidiaries of the Company have undertaken Secretarial Audit for the Financial Year 2021-22. The Secretarial Audit Reports of such material unlisted subsidiaries confirms that they have complied with the provisions of the Act, Rules, Regulations, and Guidelines and that there were no deviations or non-compliances. Secretarial Audit Reports of Haldia Energy Limited, Dhariwal Infrastructure Limited and Noida Power Company Limited, three material unlisted subsidiaries of the Company, are also forming part of the Report and attached as Annexures ''F1'', ''F2'' and ''F3''.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the Company''s code of conduct, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Company''s code of conduct cannot be undermined.
In view of the above, your Company has established a robust Vigil Mechanism / Whistle-blower policy in accordance with provisions of the Act and Listing Regulations for
reporting genuine concerns over happening of instances of any irregularity, unethical practice and/or misconduct for Directors, employees and stakeholders. The details of the said policy have been disclosed on the Company''s website https://www.cesc.co.in. The Vigil Mechanism / Whistleblower policy provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company through the Company Secretary for redressal. No person had been denied access to the Chairman of the Audit Committee and there was no such reporting during the Financial Year 2021-22.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company, being a company providing infrastructural facilities, is exempt from the provisions applicable to loans, guarantees, security and investments under Section 186 (11) of the Act. Therefore, no details are required to be provided.
Your Company during the year, has not accepted any deposit and, as such no amount of principal or interest was outstanding as on the date of the Balance Sheet.
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-''G'', forming a part of this report.
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link at https://www.cesc.co.in/wp-content/uploads/ annreport/Annual Return.pdf.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure - ''H''.
Details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the aforesaid Rules are provided in Annexure I. In terms of proviso to
Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the Annexure I. The said statement is available for inspection with the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at [email protected].
None of the employees listed in the said Annexure are related to any Director of the Company.
The Company has in place a Remuneration Policy for Directors, Key Managerial Personnel and other employees, duly recommended by the Nomination and Remuneration Committee and approved by the Board. Other details relating to remuneration paid during the year to Directors are furnished in the Report on Corporate Governance which forms a part of this report.
Industrial relations in the Company, during the year, continued to be cordial. A detailed section on the Company''s Human Resource initiatives is included in the Management Discussion and Analysis forming a part of this report.
India and other global markets experienced significant disruption in operations resulting from uncertainty caused by the worldwide outbreak of Coronavirus pandemic. The Company''s business includes Generation and Distribution of power within its licensed area in the state of West Bengal, India. Considering power supply being an essential service, management believes that there is not much of a long term impact likely due to this pandemic on the business of the Company , its subsidiaries and joint venture except some lower demand and its consequential impact on supply and collection from consumers, which are believed to be temporary in nature. The Company has duly ensured compliance with specific regulatory directives issued in the related matter.
The Company is taking all necessary steps and precautionary measures to ensure smooth functioning of its operations/ business and to ensure the safety and well-being of all its employees. The Company is closely monitoring developments, its operations, liquidity and capital resources and is actively working to minimize the impact of this unprecedented situation. The Company is also monitoring the operations of its subsidiaries and joint venture, basis which, no impairment is required to be recognized in respect of such investments.
Pursuant to the relevant circulars issued by Ministry of Corporate Affairs, Government of India (MCA) and Securities & Exchange Board of India and in view of the prevailing situation of the pandemic, owing to the difficulties involved
in dispatching of the physical copies of the Notice of the forty fourth AGM and the Annual Report of the Company for the year 2021-22, the said documents are being sent only by email to the shareholders.
The Company supports the ''Green Initiative'' undertaken by the MCA, enabling electronic delivery of documents including Annual Report etc. to shareholders at their e-mail address already registered with the Depository Participants ("DPsâ) and Registrar and Transfer Agents ("RTAâ). Additionally, the Company conducts various meetings by means of electronic mode in order to ensure the reduction of carbon footprint.
In view of the above, shareholders who have not yet registered their email addresses are requested to register the same with their DPs/ the Company''s RTA for receiving all communications, including Annual Report, Notices, Circulars etc. from the Company electronically.
The Board of Directors wishes to place on record its deep sense of appreciation for the committed services by all the employees of the Company, co-operation received from the shareholders, business partners, financial institutions, banks, consumers and vendors during the year under review.
The Directors are also thankful to the Government of India, the various ministries of the State Governments, the central and state electricity regulatory authorities, communities in the neighborhood of our operations, municipal authorities of Kolkata and local authorities in areas where we are operational in India for all the support rendered during the year.
The Directors regret the loss of lives due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety, to fight this pandemic. Finally, we appreciate and value the contributions made by all our employees and their families for making the Company what it is.
Your Directors are also grateful for your continued encouragement and support.
On behalf of the Board of Directors Dr. Sanjiv Goenka
Place : Kolkata Chairman
Date : May 13, 2022 DIN: 00074796
Mar 31, 2019
The Directors have pleasure in presenting the Annual Report and Audited Accounts of CESC Limited for the year ended 31 March 2019.
Financial Results
Rs. Crores
|
Particulars |
2018-19 |
2017-18 |
|
Revenue from operations |
7754 |
7786 |
|
Other Income |
165 |
168 |
|
Total Income |
7919 |
7954 |
|
Protit from continuing operations before regulatory Income and Tax |
624 |
893 |
|
Regulatory Income |
570 |
209 |
|
Protit before tax from continuing operations |
1194 |
1102 |
|
Taxation |
(257) |
(238) |
|
Protit for the year from continuing operations |
937 |
864 |
|
Loss for the year from discontinued operations |
- |
(3) |
|
Profit for the year |
937 |
861 |
|
Other comprehensive income |
(34) |
(8) |
|
Total comprehensive income |
903 |
853 |
Performance Overview
During the year under review, the Company''s revenue from operations and total income (including other income) was at the level of Rs.7754 Crores (previous year Rs.7786 Crores) and Rs.7919 Crores (previous Year Rs.7954 Crores) respectively. Profit before tax from continuing operations increased by 8.35% to Rs. 1194 Crores during the year. Profit after tax (PAT) for 2018-19 stands at Rs. 937 Crores, which reflects an increase of 8.83% over Rs. 861 Crores for the previous year. Total comprehensive income increased by 5.86%. Retained earnings at the end of the year under report stood at Rs. 9365 Crores (Previous year Rs. 9063 Crores) after adjustments for dividend, unforeseen exigencies and miscellaneous items.
A detailed review of the operations for the year ended 31 March 2019 is given in the Management Discussion & Analysis, which forms a part of this Report.
Dividend
The Board of Directors of the Company on 5 February 2019 declared for the year ended 31 March 2019 an interim dividend of 175% or Rs. 17.50 per equity share, highest ever in the Company''s history, involving an outgo of Rs.279.66 Crores (Previous year Rs.191.45 Crores), inclusive of tax thereon. The interim dividend paid in February 2019 was declared in terms of the Dividend Distribution Policy approved by the Board of Directors of the Company at its meeting held on 14 September 2016 and available on the Company''s website at https://www.cesc.co.in/wp-content/ uploads/policies/Dividend_Policy.pdf.
Notice convening the ensuing Forty first Annual General Meeting of the Members of the Company includes an item for confirmation of the said interim dividend.
Restructuring Scheme
As reported in earlier years, it had become imperative to reorganize and reorient the Company for imparting a greater focus on each of its businesses and further enhancing the operational efficiency. With this objective, a Composite Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("the Scheme") involving the Company, some of its erstwhile subsidiaries and their respective shareholders was approved by the Hon''ble National Company Law Tribunal, Kolkata Bench ("NCLT"), subject to the terms and conditions mentioned in NCLT''s Order dated 28 March, 2018.
As the requisite approval from West Bengal Electricity Commission as required by the said NCLT Order is awaited, the Scheme has been implemented with CESC''s non-power investments demerged into two entities-retail and other business ventures-effective 1 October 2017, being the Appointed Date.
In terms of the Scheme, on 14 November, 2018, CESC shareholders registered in the Company''s books as on 31 October, 2018 had been allotted, without any payment, additional equity shares in Spencer''s Retail Limited (SRL), the new Retail company, and CESC Ventures Limited (CVL), the new Ventures Company, in the respective ratios specified in the Scheme. The said equity shares of SRL and CVL have subsequently been listed with National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE).
The Board believes that the above restructuring will unlock value for the investors, give a focused management attention to the verticals to pursue respective growth plan and allow the two new entities to take advantage of the market value for FMCG, Retail and IT businesses.
Subsidiaries
As on 31 March 2019, CESC had seventeen subsidiaries. During the year under review, Jharkhand Electric Company Limited and Jarong Hydro-Electric Power Company Limited became subsidiaries of the Company. Broad details of operations of the subsidiaries of the Company are given in the section ''Business Performance'' in the Management Discussion & Analysis, which forms a part of this report.
In accordance with the Companies Act, 2013 (''the Act''), consolidated financial statements of the Company and of all its subsidiaries for the year 2018-19 have been prepared in the form and manner as that of its own and duly audited by M/s. S. R. Batliboi & Co. LLP, the auditors, in compliance with the applicable accounting standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Regulations''). These consolidated statements form a part of the annual report and accounts and shall be laid before the Annual General Meeting of the Company while laying its financial statements as required under the Act. A separate statement containing the salient features of the financial statements of its subsidiaries is attached.
Directors and Key Managerial Personnel
In terms of the provisions of Section 152 of the Act and Article 102 of the Articles of Association of the Company, Mr. Pradip Kumar Khaitan retires as a Director of the Company at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment as a Director. During the year, the Board agreed to Mr. Khaitan''s request to treat him as a non independent director of the Company.
It is also proposed to seek shareholders'' approval by means of a Special Resolution for continuation of the appointment of Mr. Khaitan as a non-executive non independent director of the Company in accordance with the requirement of Sub-Regulation 17(1A) of SEBI Regulations.
The current five year term of appointment of Mr. Pratip Chaudhuri will expire on 30 September, 2019 and it is proposed to reappoint him as an Independent Director, not liable to retire by rotation, for a fresh term of five years in accordance with the applicable provisions of the Act.
Notice for the forthcoming Annual General Meeting of the Company includes appropriate Resolutions seeking shareholders'' approval in respect of all the above matters.
As approved at the Fortieth Annual General Meeting of the Company held on 21 December, 2018, Mr. C. K. Dhanuka was reappointed as an Independent Director of the Company, not liable to retire by rotation, for a further period of five years, with effect from 1 April, 2019.
As further approved at the said Meeting, Ms. Rekha Sethi and Mr. K. Jairaj will be re-appointed as Independent Directors for a fresh term of five years each with effect from 30 May, 2019 and 1 August, 2019 respectively.
The requisite disclosures regarding the above re-appointments/ appointments have been made in the Corporate Governance section which forms a part of this Report.
The Independent Directors of the Company have confirmed that they meet the criteria of independence as prescribed under the Act and SEBI Regulations.
The details on Directors'' appointments and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration of Key Managerial Personnel and other employees form part of Corporate Governance Report of this Annual Report. During the year, performance evaluation of independent directors and other board members as well as the committees of the board were done in terms of the Act and SEBI Regulations.
Six meetings of the Board of Directors were held during the year on 23 May, 2018, 26 July 2018, 12 October 2018, 14 November 2018, 21 December 2018 and 5 February 2019. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meeting and Annual General Meeting.
Listing
The equity shares of the Company continue to be listed at BSE, NSE and CSE. The Company has paid the requisite listing fee to the Stock Exchanges up to the financial year 2019-20.
Directorsâ Responsibility Statement
Pursuant to Section 134 of the Act, your Directors hereby state and confirm that:
i) in the preparation of the accounts for the financial year ended 31 March, 2019, 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'') along with Additional Shareholder Information (Annexure ''C'') as prescribed under the SEBI Regulations, are annexed as a part of this Report along with the Auditor''s Certificate thereon.
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 in this behalf during the year is disclosed in (Annexure ''D'') which forms part of this report.
Business Responsibility Report
A separate Business Responsibility Report as required under SEBI Regulations is annexed and forms a part of this report (Annexure ''E'').
Whistle Blower Policy
Pursuant to Section 177 of the Act, the rules made thereunder and the SEBI Regulations, the Company has a Whistle Blower Policy (Vigil Mechanism) in place for reporting genuine concerns over happening of instances of any irregularity, unethical practice and/or misconduct for directors, employees and stakeholders. The details of the said policy has been disclosed in the Company''s website www.cesc.co.in
Related Party Transactions
All 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 related party transaction that had a potential conflict with the interests of the 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 loan given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security, are 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.
Risk Management
The Company has a Risk Management Policy for identification, assessment and mitigation of various risks faced by the Company. Management Discussion and Analysis (Annexure ''A'') and Report on Corporate Governance (Annexure ''B'') contain detailed discussion on risk management by the Company.
Auditors
At the Thirty-ninth Annual General Meeting of the Company, the members had appointed Messrs. S R Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No.301003E/E300005) as statutory auditors for a term of five consecutive years holding office until the conclusion of the Forty-fourth Annual General Meeting.
The Auditors'' Report annexed to the financial statements for the year under review does not contain any qualification. The Auditor have not reported any instance of fraud referred to in Section 134(3)(ca) of the Act.
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.
The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Act and accordingly such accounts and records are made and maintained.
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 of this report (Annexure ''F'').
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 of this Report (Annexure ''G'').
Annual Return
An extract of the Annual Return as required to be attached is annexed and form a part of this report (Annexure ''H''). The annual return of the Company as required under the Act will be available on the website of the Company at www.cesc.co.in.
Particulars of Employees
The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure - I. Details of employee remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the aforesaid Rules is provided in the Annexure forming part of this Report. However, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.
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 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 of the Management Discussion & Analysis forming a part of this 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.
On behalf of the Board of Directors
Sanjiv Goenka
Chairman
Kolkata, 17 May, 2019 DIN: 00074796
Mar 31, 2018
The Directors have pleasure in presenting the Annual Report and Audited Accounts of CESC Limited for the year ended 31 March 2018.
Financial Results
|
(Rs. crores) |
||
|
Particulars |
2017-18 |
2016-17 |
|
Revenue from operations |
7785.84 |
7220.07 |
|
Other Income |
167.94 |
136.55 |
|
Total Income |
7953.78 |
7356.62 |
|
Profit from continuing operations before |
893.14 |
908.49 |
|
regulatory income and Tax |
||
|
Regulatory Income |
209.24 |
190.23 |
|
Profit before tax from continuing operations |
1102.38 |
1098.72 |
|
Taxation |
(237.72) |
(237.84) |
|
Profit for the year from continuing operations |
864.66 |
860.88 |
|
Profit/(loss) for the year from discontinued |
(2.95) |
1.98 |
|
operations |
||
|
Profit for the year |
861.71 |
862.86 |
|
Other comprehensive income |
(8.79) |
(39.11) |
|
Total comprehensive income |
852.92 |
823.75 |
Performance Overview
During the year under review, the Companyâs revenue from operations increased by 7.83 % over last year to reach Rs.7785.84 crore. Total income (including other income) grew by 8.11 % from Rs.7356.62 crore in 2016-17 to Rs.7953.78 crore in 2017-18. Profit before tax from continuing operations increased by 0.33% to Rs.1102.38 crore during the year. Profit after tax (PAT) for 2017-18 stands at Rs.861.71 crore, which reflects a marginal decrease of 0.13% over Rs.862.86 crore of 2016-17. Total comprehensive income increased by 3.54%. Retained earnings at the end of the year under report stood at Rs.9062.75 crore (Previous year Rs.11204.13 crore) after adjustments for dividend, unforeseen exigencies and miscellaneous items.
A detailed review of the operations for the year ended 31 March 2018 is given in the Management Discussion & Analysis, which forms a part of this Report.
Dividend
The Board of Directors of the Company on 28 February 2018 declared an interim dividend of 120% or INR 12 per equity share involving an outgo of Rs.191.45 crore (Previous year Rs.159.55 crore) inclusive of tax thereon. The interim dividend was paid during the year. Notice convening the ensuing Fortieth Annual General Meeting of the Members of the Company includes an item for confirmation of the said interim dividend.
Restructuring Scheme
The Boardâs report last year stated that electricity distribution business was the core operation of the Company and, over the course of time, the Company had grown into a diversified conglomerate having interests in various other businesses like retail, business process outsourcing, information technology, real estate, entertainment etc. Accordingly, as the report further stated, it had become imperative to reorient and reorganize the Company for imparting greater focus on each of its businesses and further enhancing the operational efficiency. After complying with all applicable formalities, a Composite Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (âthe Schemeâ) involving the Company, nine of its subsidiaries and their respective shareholders was submitted to the Honâble National Company Law Tribunal, Kolkata Bench (âNCLTâ) for its requisite approval.
The Company received on 5 October, 2018 certified copy of the NCLT Order sanctioning the Scheme subject to a condition that demerger of its Generation Undertaking shall be effective upon approval from the Honâble West Bengal Electricity Regulatory Commission (âWBERCâ) to the Power Purchase Agreement between CESC and the Generation Undertaking proposed to be demerged in terms of the Scheme. The Company has made an application in April, 2018 seeking WBERCâs approval which is awaited.
Pending receipt of the above approval from WBERC, the Board of Directors of the Company at its meeting held on 12 October, 2018 has decided that with effect from 1 October, 2017 - the Appointed Date specified in the Scheme - the non-power investments of the Company be demerged into two entities as was planned in the Scheme, viz. Ventures and Retail companies. Now there would be three listed companies - CESC, RP-SG Retail Limited and RP-SG Business Process Services Limited. The last two companies are proposed to be renamed Spencerâs Retail Limited and CESC Ventures Limited respectively.
In terms of the Scheme, three of the said nine subsidiaries have amalgamated with CESC with effect from the said Appointed Date. Some of its other former subsidiaries like Firstsource Solutions Limited, Quest Properties India Limited and their respective subsidiaries have become subsidiaries of the said Ventures Company while Omnipresent Retail India Private Limited is now a subsidiary of the Retail company. Retail business operations of Spencerâs Retail Limited, one of the said three amalgamated companies, in the state of Gujarat in India have amalgamated with CESC.
In terms of the Scheme, on 14 November, 2018 each CESC shareholder registered in the Companyâs books as on 31 October, 2018 for every 10 of his shareholding has been allotted additional 6 equity shares of Rs.5/- each in the new Retail company and additional 2 equity shares of Rs.10/- each in the Ventures company. Paid up equity share capital of these two companies would be Rs.40 Crore and Rs.26 Crore respectively, over and above CESCâs paid up equity share capital of Rs.133 Crore. Applications are being made by the above two companies to National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE) for listing of the new equity shares with these exchanges.
The Board believes that the above Restructuring will result in benefits for all its stakeholders. It will allow unlocking value for the investors, give a focused management attention to the verticals to pursue respective growth plan and allow the two new entities to take advantage of the market value for FMCG, Retail and IT businesses.
Subsidiaries
As on 31 March 2018, CESC had fifteen subsidiaries. Pursuant to implementation of the Scheme, RP-SG Retail Limited, RP-SG Business Process Services Limited, Omnipresent Retail India Private Limited, Quest Properties India Limited, Metromark Green Commodities Private Limited, Guiltfree Industries Limited, Bowlopedia Restaurants India Limited, Apricot Foods Private Limited and Firstsource Solutions Limited alongwith its subsidiaries ceased to be subsidiaries of the Company with effect from 1 October 2017, being the appointed date as per the Scheme.
Further, CESC Infrastructure Limited, Spencerâs Retail Limited, Music World Retail Limited, Spen Liq Private Limited and New Rising Promoters Private Limited, erstwhile subsidiaries of the Company, amalgamated in terms of the Scheme with effect from the above appointed date.
Broad details of operations of the present subsidiaries, of the Company are given in the section titled âBusiness Performanceâ in the Management Discussion & Analysis, which forms a part of this report.
In accordance with the Companies Act, 2013, consolidated financial statements of the Company and of all its subsidiaries for the year 2017-18 have been prepared in the form and manner as that of its own and duly audited by M/s. S. R. Batliboi & Co. LLP, the auditors, in compliance with the applicable accounting standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Regulationsâ). These consolidated statements form a part of the annual report and accounts and shall be laid before the Annual General Meeting of the Company while laying its financial statements as required under the Act. A separate statement containing the salient features of the financial statements of its subsidiaries is attached.
Directors and Key Managerial Personnel
In terms of the provisions of Section 152 of the Act and Article 102 of the Articles of Association of the Company, Mr. Sanjiv Goenka, Chairman of the Board, retires as a Director of the Company at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment as a Director.
The current five year term of appointment of Mr. Chandra Kumar Dhanuka, Ms. Rekha Sethi and Mr. K. Jairaj, three of the Independent Directors of the Company, will expire on 31 March 2019, 29 May 2019 and 31 July 2019 respectively. It is proposed to reappoint them as Independent Directors, not liable to retire by rotation, for a fresh term of five years in accordance with the applicable provisions of the Act.
It is further proposed to obtain shareholdersâ approval by means of a Special Resolution for continuation of the appointment of Mr. P.K. Khaitan as an independent director of the Company in accordance with the requirement of the new Sub-Regulation 17(1A) introduced by the Securities & Exchange Board of India (Listing Obligation and Disclosure Requirements) (Amendment) Regulations 2018.
Since close of the year, Mr. Aniruddha Basu ceased to be a Director of the Company with effect from 28 May 2018 on expiry of his term as the Companyâs Managing Director. On and from the said date the Board, subject to necessary approval of the shareholders in general meeting, has appointed Mr. Rabi Chowdhury and Mr. Debasish Banerjee as Additional Directors of the Company with the designations of Managing Director (Generation) and Managing Director (Distribution) respectively for a period of five years.
Notice for the forthcoming Annual General Meeting of the Company includes appropriate Resolutions seeking shareholdersâ approval in respect of all the above matters.
Due to his advanced age and failing health, Mr. B.M. Khaitan has tendered his resignation as a director of the Company with effect from 23 May 2018. Mr. Khaitan was on the Board for almost a quarter of a century and made significant contribution as a Director over this long period. The Board places on record its profound appreciation to Mr. Khaitan for his invaluable contribution. The Board also places on record its sincere appreciation for the valuable contribution made by Mr. Basu as Managing Director of the Company.
The requisite disclosures regarding the above reappointments/ appointments have been made in the Corporate Governance section which forms a part of this Report.
The details on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees appear in Corporate Governance Report and is a part of this Report. During the year, performance evolution of independent directors and other board members as well as the committees of the board were done in terms of the Act and SEBI Regulations.
Five meetings of the Board of Directors were held during the year on 18 May 2017, 28 July 2017, 11 August 2017, 8 November 2017 and 8 February 2018.
Listing
The equity shares of the Company continue to be listed at the BSE Limited, National Stock Exchange of India Limited and The Calcutta Stock Exchange Limited. The Company has paid the requisite listing fee to the Stock Exchanges up to the financial year 2018-19.
Directorsâ Responsibility Statement
Pursuant to Section 134 of the Act, your Directors hereby state and confirm that :
i) in the preparation of the accounts for the financial year ended 31 March, 2018, 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 âAâ). As prescribed under the applicable SEBI Regulation, a separate Report on Corporate Governance (Annexure âBâ) along with the Auditorâs Certificate thereon and Additional Shareholder Information (Annexure âCâ) are annexed as a part of this Report.
Corporate Social Responsibility
In accordance with Section 135 of the Act and the rules made there under, 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 in this behalf during the year is Annexure âDâ which forms part of this report.
Business Responsibility Report
A separate Business Responsibility Report as required under the applicable SEBI Regulation is annexed and forms a part of this report. (Annexure âEâ).
Whistle Blower Policy
Pursuant to Section 177 of the Act, the rules made there under and under the applicable SEBI Regulations, the Company has a Whistle Blower Policy (Vigil Mechanism) in place for reporting genuine concerns over happening of instances of any irregularity, unethical practice and/or misconduct for directors, employees and stakeholders. The details of the said policy have been disclosed in the Companyâs website www.cesc.co.in.
Related Party Transactions
All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There was no materially significant related party transaction that had a potential conflict with the interests of the 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 loan given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security are 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.
Auditors
At the Thirty-ninth Annual General Meeting of the Company, the members had appointed Messrs. S R Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No.301003E/E300005) as statutory auditors for a term of five consecutive years holding office until the conclusion of the forty-fourth Annual General Meeting.
The Auditorsâ Report annexed to the financial statements for the year under review does not contain any qualification.
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 of this report (Annexure âFâ).
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 of this Report (Annexure âGâ).
Extract of Annual Return
An extract of the Annual Return as required to be attached is annexed and forms a part of this report. (Annexure âHâ).
Particulars of Employees
The information as required in terms of Section 197 (12) 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, 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.
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 of this report.
Details pertaining to remuneration as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed forming a part of this Report (Annexure - âIâ).
Industrial Relations
Industrial relations in the Company, during the year, continued to be cordial. A detailed section on the Companyâs Human Resource initiatives has been included in the Management Discussion & Analysis forming a part of this 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.
On behalf of the Board of Directors
Sanjiv Goenka
Kolkata, 14 November, 2018 Chairman
Mar 31, 2017
The Directors have pleasure in presenting the Annual Report and Audited Accounts of CESC Limited for the year ended 31 March 2017.
Financial Results
|
(Rs. crores) |
||
|
Particulars |
2016-17 |
2015-16 |
|
Revenue from operations |
7220.07 |
6796.14 |
|
Other Income |
146.56 |
127.65 |
|
Total Income |
7366.63 |
6923.79 |
|
Profit before regulatory income / (expenses) and Tax |
911.00 |
1234.21 |
|
Regulatory income / (expenses) |
190.23 |
(188.16) |
|
Profit before tax |
1101.23 |
1046.05 |
|
Taxation |
(238.37) |
(200.92) |
|
Profit after tax |
862.86 |
845.13 |
|
Other comprehensive income |
(39.11) |
(32.87) |
|
Total comprehensive income |
823.75 |
812.26 |
|
Retained Earnings - Opening Balance |
10897.59 |
10719.62 |
|
Add : |
||
|
Profit for the year |
862.86 |
845.13 |
|
Less : |
||
|
Other comprehensive income |
39.11 |
32.87 |
|
Fund for unforeseen exigencies |
16.16 |
16.63 |
|
Dividend & Tax thereon |
159.55 |
303.13 |
|
Adjustment on withdrawal additional depreciation & other adjustment |
341.50 |
314.53 |
|
Retained Earnings - Closing Balance |
11204.13 |
10897.59 |
The financial statements for the year ended 31 March, 2017 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements for the year ended 31 March, 2016 have been restated in accordance with Ind AS for comparative information.
Performance Overview
During the year under review, the Companyâs revenue from operations increased by 6.24 % over last year to reach Rs.7220.07 crore. Total income (including other income) grew by 6.4% from Rs.6923.79 crore in 2015-16 to Rs.7366.63 crore in 2016-17. Profit before taxation grew by 5.27% to Rs.1101.23 crore during the year, while profit after taxes (PAT) for 2016-17 stands at Rs.862.86 crore, which reflects an increase of 2.1% over Rs.845.13 crore during 2015-16. Total comprehensive income increased by 1.41%.
A detailed review of the operations for the year ended 31 March 2017 is given in the Management Discussion & Analysis, which forms a part of this Report.
Dividend
The Board of Directors of the Company at its meeting held on 15 February, 2017 declared an interim dividend of 100%, i.e., Rs.10 per equity share. The said interim dividend has been paid during the financial year 2016-17.
Subsidiaries
As on 31 March 2017, CESC had thirty-nine subsidiaries. Guiltfree Industries Limited, ISGN Solutions Inc., ISGN Fulfilment Services Inc. and ISGN Fulfilment Agency LLC, became subsidiaries of the Company during the year. Broad details of operations of the subsidiaries are given in the section âPower Businessâ and the section âOther Businessesâ in the Management Discussion & Analysis, which forms a part of this report.
In accordance with the Companies Act, 2013 (âthe Actâ), consolidated financial statements of the Company and of all its subsidiaries have been prepared in the form and manner as that of its own and duly audited by M/s. Lovelock & Lewes, Chartered Accountants, the auditors, in compliance with the applicable accounting standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Regulationsâ). The consolidated financial statements for the year 2016-17 form part of the annual report and accounts and shall be laid before the Annual General Meeting of the Company while laying its financial statements as required under the Act. A separate statement containing the salient features of the financial statements of its subsidiaries is attached.
Distribution Franchisee
Last year, CESC emerged as the winner in two separate bids floated by Jaipur Vidyut Vitran Nigam Limited and was appointed as Distribution Franchisee (DF) for the cities of Kota and Bharatpur, in the state of Rajasthan.
During the year, CESC has emerged as the winner of another bid floated by Jodhpur Vidyut Vitran Nigam Limited for appointment of DF for the city of Bikaner in Rajasthan.
All these DFsâ operations have commenced satisfactorily.
Projects
Details of the projects undertaken in the recent past have been provided in the relevant sections of the Management Discussion and Analysis, which is annexed as a part of this report.
Restructuring Scheme
CESC, the flagship company of the RP-Sanjiv Goenka Group and incorporated in 1978, supplies electricity to the cities of Kolkata and Howrah. The core operation of the Company is its electricity distribution business. It also has electricity generation business, inter alia, supplying electricity for the licensed distribution business.
However, over the course of time, the Company has grown into a diversified conglomerate having interests in various businesses including retail, business process outsourcing, information technology, real estate, entertainment etc.
Given its diversified business, it has become imperative for the Company to reorient and reorganize itself in a manner that allows imparting greater focus on each of its businesses. With this repositioning, the Company is desirous of enhancing the operational efficiency. It will continue with its distribution business, with the generating stations continuing to supply power, as earlier, to the licensed distribution business.
Subject to necessary statutory approvals, the Board of Directors of the Company has approved a Composite Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (âthe Schemeâ) involving the Company and some of its subsidiaries.
In terms of the aforesaid Scheme, against their holding of every 10 CESC equity shares on the record date to be fixed in due course, shareholders of the Company will be allotted, on a pro-rata basis and without any consideration, 5 equity shares each in distribution and generation business, 6 equity shares (of Rs.5 each) in retail business and 2 equity shares in the entity holding other businesses such as information technology/business process outsourcing etc. The retail company will also allot fully paid preference shares of Rs.5 crore to CESC without any consideration. All the above four companies will be listed entities.
CESC will continue with its power distribution business. Its issued, subscribed and paid up share capital shall stand reduced from the present amount of Rs.132,55,70,430 divided into 13,25,57,043 equity shares of Rs.10/- each fully paid to Rs.66,27,85,215 divided into 13,25,57,043 equity shares to Rs.5/- each fully paid. Simultaneously, two such equity shares of Rs.5/- each shall be consolidated into one fully paid up equity share of Rs.10/- each.
The Scheme, when implemented, is expected to offer a simple business structure by segregation/unbundling of the businesses as well as further expansion thereof by enhancing the competitive strength, unlocking shareholdersâ value and providing better flexibility in accessing capital market.
Directors
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, Managing Director, retires as a Director at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment.
The Independent Directors of the Company have confirmed that they meet the criteria of independence as prescribed under the Act and the SEBI Regulations.
The policy on Directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for the Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report. During the year, performance evaluation of independent directors and other board members as well as the committees of the board was done in terms of the Act and SEBI Regulations.
Six meetings of the Board of Directors were held during the year.
Key Managerial Personnel
During the year, there was no change in the Key Managerial Personnel of the Company.
Listing
The equity shares of the Company continue to be listed at BSE Limited (BSE), National Stock Exchange of India Ltd (NSE) and the Calcutta Stock Exchange Ltd (CSE). The Company has paid the requisite listing fee to the Stock Exchanges up to the financial year 2017-18.
Directorsâ Responsibility Statement
Pursuant to Section 134 of the Act, your Directors hereby state and confirm that :
i) in the preparation of the accounts for the financial year ended 31 March, 2017, 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 âAâ). A separate Report on Corporate Governance (Annexure âBâ) along with Additional Shareholder Information (Annexure âCâ) as prescribed under the SEBI Regulations, are annexed as a part of this Report along with the Auditorsâ Certificate thereon.
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 in this behalf is attached (Annexure âDâ) which forms part of this report.
Business Responsibility Report
A separate Business Responsibility Report as required under SEBI Regulation is annexed and forms a part of this report (Annexure âEâ).
Whistle Blower Policy
Pursuant to Section 177 of the Act, the rules made thereunder and the SEBI Regulations, the Company has a Whistle Blower Policy (âVigil Mechanismâ) in place for reporting genuine concerns over happening of instances of any irregularity, unethical practice and/ or misconduct involving the directors, employees and stakeholders. The details of the said policy have been disclosed in the Companyâs website www.cesc.co.in . There was no instance of such reporting received during the year.
Related Party Transactions
All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There was no materially significant related party transaction that had a potential conflict with the interests of the 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 loan given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security 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.
Auditors
As per the provisions of the Act, the Company is required to appoint a new auditor and Messrs. S R Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No.301003E/E300005) are proposed to be appointed as auditors of the Company for a period of five years commencing from the conclusion of Thirty-ninth Annual General Meeting till the conclusion of Forty-fourth Annual General Meeting, subject to ratification of such appointment by the shareholders every year from the Fortieth to the Forty-third Annual General Meeting of the Company.
Messrs. S R Batliboi & Co. LLP, Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act read with the Companies (Audit and Auditors) Rules, 2014.
The Board of Directors recommend the appointment of Messrs. S R Batliboi & Co. LLP, Chartered Accountants, as statutory auditors of the Company for the aforesaid period.
The proposed appointment of Messrs. S R Batliboi & Co. LLP as the new auditors is in place of Messrs. Lovelock & Lewes, who have been the auditors of the Company since incorporation of the Company in 1978. The Board places on record its appreciation to Messrs. Lovelock & Lewes for discharging their duties as the Companyâs auditors for a long period.
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 Messrs. S.M. Gupta & Co., Company Secretaries and a copy of the secretarial audit report is annexed, which forms a part of this report (Annexure âFâ).
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 of this Report (Annexure âGâ).
Extract of Annual Return
An extract of the Annual Return as required to be attached in terms of the Act is annexed and forms a part of this report (Annexure âHâ).
Particulars of Employees
The information as required in terms of Section 197(12) 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, 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.
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 of this report.
Details pertaining to remuneration as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed forming a part of this Report (Annexure - âIâ)
Industrial Relations
Industrial relations in the Company, during the year, continued to be cordial. A detailed section on the Companyâs Human Resource initiatives is a part of the Management Discussion & Analysis forming a part of this 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
On behalf of the Board of Directors
Sanjiv Goenka
Kolkata, 18 May, 2017 Chairman
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
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on CESC Ltd.
-
CESC Ltd. Tools
- Bulk Deals
- Block Deals
-
CESC Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- Rights
- BSE Price History
- NSE Price History
-
CESC Ltd. Key Financial Ratios
- Ratios
-
CESC Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
CESC Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
CESC Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
CESC Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
