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સીઇએસસી ડિરેક્ટર્સ રિપોર્ટ, સીઇએસસી ડિરેક્ટર્સ દ્વારા રિપોર્ટ

સીઇએસસી

બીએસઈ: 500084  |  ઍનઍસઈ : CESC  |  ISIN: INE486A01013  |  Power - Generation & Distribution

શોધો સીઇએસસી કનેક્શન � Mar 18
ડિરેક્ટર્સ રિપોર્ટ વર્ષાન્ત : Mar '19

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.

Directors’ 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

સ્તોત્ર: રેલીગેર ટેકનોવા


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