The Directors have pleasure in presenting the Annual Report and Audited Accounts ofCESC Limited for the year ended 31 March 2016.
|Particulars ||2015-16 ||2014-15 |
|Revenue from operations ||6493.07 ||6188.80 |
|Other Income ||123.11 ||84.80 |
|Total Income ||6616.18 ||6273.60 |
|Profit Before Depreciation &Taxation ||1268.21 ||1225.79 |
|Depreciation ||(369.20) ||(343.07) |
|Taxation ||(192.00) ||(185.00) |
|Profit before transfer to Reserves ||707.01 ||697.72 |
|Profit brought forward from previous year ||243.50 ||225.64 |
|Reserve for unforeseen exigencies ||(16.63) ||(16.27) |
|General Reserve ||(520.00) ||(520.00) |
|Interim Dividend / Proposed Dividend & tax thereon ||(159.55) ||(143.59) |
|Leaving a balance carried forward ||254.33 ||243.50 |
During the year under review the Company's revenue from operations increased by 4.92%over last year to reach RS. 6493.07 crore. Total income (including other income) grew by5.46% from RS. 6273.60 crore in 2014-15 to RS. 6616.18 crore in 2015-16. Profit beforedepreciation and taxation (PBDT) grew by 3.46% to RS. 1268.21 crore during the year. Afterproviding for depreciation of RS. 369.20 crore and taxation of RS. 192.00 crore theprofit after taxes (PAT) for 201516 stands at RS. 707.01 crore which reflects an 1.33%increase over RS. 697.81 crore during 2015-16.
A detailed review of the operations for the year ended 31 March 2016 is given in theManagement Discussion & Analysis (Annexure 'A') which forms a part of this Report.
The Board of Directors of the Company in its meeting held on 11 March 2016 declared aninterim dividend of RS. 10 per equity share. The above dividend has been paid during thefinancial year 2015-16.
As on 31 March 2016 CESC had thirty-five subsidiaries. Omnipresent Retail IndiaPrivate Limited and New Rising Promoters Private Limited became subsidiaries of theCompany during the year. Relevant details of operations of the subsidiaries are given inthe section 'New Projects and Initiatives' and the section 'Other Businesses' in theManagement Discussion & Analysis.
In accordance with the provisions of Section 129 (3) of the Companies Act 2013 ('theAct') the Company has prepared a consolidated financial statement of the Company and ofall the subsidiaries in the same form and manner as that of its own duly audited by M/s.Lovelock & Lewes the auditors in compliance with the applicable accounting standardsand the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ('SEBIRegulations'). The consolidated financial statements for the year 2015-16 which form apart of the annual report and accounts shall be laid before the Annual General Meeting ofthe Company while laying its financial statements under sub-section (2) of the saidsection. A separate statement containing the salient features of the financial statementsof its subsidiaries is attached to the financial statements of the Company.
CESC has emerged as the winner of two separate bids floated by Jaipur Vidyut VitranNigam Limited for appointment of distribution franchisees in the cities of Kota andBharatpur in Rajasthan.
Details of the Company's projects have been provided in the relevant sections of theManagement Discussion & Analysis which is annexed as a part of this report.
Mr. S. K. Pai ceased to be a Director of the Company with effect from 21 May 2015pursuant to his retirement from IDBI Bank Limited.
In terms of the provisions of Section 152 of the Act and Article 102 of the Articles ofAssociation of the Company Mr. Sanjiv Goenka Director retires at the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment.
The Independent Directors of your Company have confirmed that they meet the criteria ofindependence as prescribed under Section 149(6) of the Act and the SEBI Regulations.
Corporate Governance Report which forms a part of this report includes details onNomination and Remuneration Committee and Remuneration Policy of the Company which dealswith appointment and remuneration of Directors and Key Managerial Personnel and theirperformance evaluation criteria.
Five meetings of the Board of Directors were held during the year. Key ManagerialPersonnel
During the year there was no change in the Key Managerial Personnel of your Company.
The equity shares of the Company continue to be listed at the BSE Limited (BSE) theNational Stock Exchange of India Ltd (NSE) and the Calcutta Stock Exchange Ltd (CSE).During February 2016 the Company entered into Listing Agreement with BSE NSE and CSE interms of SEBI Regulations. The Company has paid the requisite listing fee to the StockExchanges up to the financial year 2016-17.
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 2016 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;
ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;
iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
A separate Report on Corporate Governance (Annexure 'B') along with AdditionalShareholder Information (Annexure 'C') as prescribed under the SEBI Regulations areannexed 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 Companyhas formulated a Corporate Social Responsibility Policy a brief outline of which alongwith the required disclosures and details of activities undertaken during the year aredisclosed in Annexure 'D' which forms part a of this report.
Whistle Blower Policy
Pursuant to Section 177 of the Act the rules made thereunder and the SEBI Regulationsthe Company has a Whistle Blower Policy (Vigil Mechanism) in place for reporting genuineconcerns over happening of instances of any irregularity unethical practice and/ormisconduct for directors employees and stakeholders. The Company's website(www.cesc.co.in) confirms establishment of the said policy.
Related Party Transactions
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There was no materiallysignificant related party transaction that had a potential conflict with the interests ofthe Company. Transactions with related parties entered into in the normal course ofbusiness 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 ofSection 186 (4) requiring disclosure in the financial statements of the full particularsof the loan given investment made or guarantee given or security provided and the purposefor which the loan or guarantee or security is proposed to be utilised by the recipient ofthe loan or guarantee or security is not applicable to the Company.
The Company during the year has not accepted any deposits and as such no amount ofprincipal or interest was outstanding as on the date of the Balance Sheet.
Messrs. Lovelock & Lewes Chartered Accountants Statutory Auditors of the Companywere reappointed Auditors to hold office from the conclusion of the Thirty-sixth AnnualGeneral Meeting (AGM) held on 30 July 2014 till the conclusion of the Thirty-ninth AGMsubject to ratification by the members at the Thirty-eighth AGM of the Company.Accordingly the notice convening the ensuing Thirty- eighth AGM includes a resolutionseeking 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 theratification of their re-appointment if made at the forthcoming Annual General Meetingwould be within the limits prescribed under Section 141(3)(g) of the Act.
Messrs. Shome & Banerjee Cost Accountants were re-appointed to conduct the auditof the cost accounting records of the Company for the year under review.
Secretarial audit of secretarial and related records of the Company was conductedduring the year by S.M. Gupta & Co. Company Secretaries and a copy of the secretarialaudit report is annexed which forms a part of this report (Annexure 'E').
Conservation of Energy Research & Development Technology Absorption ForeignExchange Earnings and Outgo
The information relating to conservation of energy research & developmenttechnology absorption and foreign exchange earnings and outgo as required under Section134 of Act read with the Companies (Accounts) Rules 2014 is given in Annexure forming apart of this Report (Annexure 'F').
Extract of Annual Return
An extract of the Annual Return as required to be attached is annexed and forms a partof this report. (Annexure 'G').
Particulars of Employees
Details pertaining to remuneration as required under Section 197 (12) of the Act readwith Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed forming a part of this Report (Annexure - 'H').
Further the information as required in accordance with Rule 5 (2) of the said rulesalso forms a part of this Report. However as per the provisions of first proviso toSection 136(1) of the Act the Report and the Accounts are being sent to all theShareholders of the Company excluding the aforesaid information. Any shareholderinterested in obtaining such information may write to the Company Secretary at theRegistered Office of the Company. The said information is also available for inspection atthe Registered Office during working hours up to the date of the AGM.
The Company has in place a Remuneration Policy for Directors key managerial personneland other employees duly recommended by the Nomination & Remuneration Committee andapproved by the Board. Other details relating to remuneration paid during the year
to directors and key managerial personnel are furnished in the Report on CorporateGovernance which forms a part of this report.
Details of the Anti Sexual Harassment Policy of the Company is stated in the report ofthe Corporate Governance forming a part of this report.
Industrial relations in the Company during the year continued to be cordial. Adetailed section on the Company's Human Resource initiatives is a part of the ManagementDiscussion & Analysis forming a part of this Report.
The Board wishes to place on record its sincere appreciation for the continuedassistance and support extended to your Company by its consumers bankers vendorsGovernment authorities and employees. Your Directors are also grateful for your continuedencouragement and support.
| ||For and on behalf of the Board of Directors |
| ||Sanjiv Goenka |
|Kolkata 19 May2016 ||Chairman |