The Board of Directors Is pleased to present the Forty-third Annual Report on thebusiness and operations of your Company and the Audited Financial Statements for the yearended March 31 2021.
The Company's financial performance (standalone and consolidated) for the year endedMarch 31 2021 is summarised below:
|Particulars || |
|2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Income from operations ||6921 ||7836 ||11639 ||12159 |
|Other Income ||180 ||146 ||235 ||219 |
|Total Income ||7101 ||7982 ||11874 ||12378 |
|Profit before regulatory Income and Tax ||390 ||587 ||1328 ||1137 |
|Regulatory Income ||457 ||532 ||424 ||630 |
|Profit before tax ||847 ||1119 ||1752 ||1767 |
|Profit for the year ||814 ||918 ||1363 ||1309 |
|Other comprehensive loss ||(33) ||(33) ||(29) ||(38) |
|Total comprehensive income ||781 ||885 ||1334 ||1271 |
Highlights of Company's performance and the state of Company's Affairs for the yearended March 31 2021 are as under:
During the year under review total income was Rs. 7101 crore as against Rs. 7982crore for the previous year. Profit before tax was Rs. 847 crore and Profit after tax(PAT) was at Rs. 814 crore. Total Comprehensive Income for the year after all otheradjustments was Rs. 781 crore.
Retained Earnings as on March 31 2021 was Rs. 10353 crore (Previous year Rs. 10432crore) after adjustment for dividend unforeseen exigencies and other items. Please referNote 20 in the Standalone Financial Statements for necessary details.
Total consolidated income was Rs. 11874 crore as against Rs. 12378 crore for theprevious year. Profit before tax was Rs. 1752 crore and Profit after tax (PAT) was at Rs.1363 crore. Total Comprehensive Income for the year after all other adjustments was Rs.1334 crore.
During the year an interim dividend of 450% i.e. Rs. 45 per equity share was paidwithin the permissible timeline after deducting the tax at source pursuant to the FinanceAct 2020. As per the Finance Act 2020 dividend income is taxable in the hands of themembers w.e.f. April 1 2020 and the Company is required to deduct tax at source (TDS)from dividend paid to the Members at prescribed rates as per the Income-tax Act 1961. Theabove dividend is the highest in Company's history and was declared in terms of theDividend Distribution Policy of the Company.
The Notice convening the ensuing Annual General Meeting ("AGM") of theMembers of the Company includes an item for confirmation of the said interim dividend.
According to Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ('Listing Regulations') the top 1000 listed entitiesbased on market capitalization calculated as on March 31 of every financial year arerequired to formulate a dividend distribution policy which shall be disclosed on thewebsite of the listed entity and a web-link shall also be provided in their annualreports. Accordingly the Dividend Distribution Policy of the Company can be accessedusing the following link https://www.cesc.co.in/wp-content/uploads/policies/DividendPolicv.pdf.
ALTERATION OF ARTICLES OF ASSOCIATION
During the year under review Article 88 of the Articles of Association of the Companywas altered for increasing the maximum number of Directors to fifteen from the earlierlevel of ten after obtaining requisite approval of the Members of the Company via postalballot.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis for the year under review as stipulated under theListing Regulations is presented in a separate section and forming a part of this reportas Annexure 'A'.
As on March 31 2021 the Company had nineteen subsidiaries including Noida PowerCompany Limited which became a subsidiary of the Company during the financial year2020-21. Broad details of operations of the subsidiaries of the Company are given inManagement Discussion & Analysis which forms a part of this report.
A separate statement containing salient features of the financial statements ofsubsidiary companies as per Section 129(3) of the Act is attached to the consolidatedfinancial statements.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act 2013 ("the Act")applicable Accounting Standards and the Listing Regulations consolidated financialstatements of the Company and of all its subsidiaries for the year 2020-21 duly auditedby Messrs S. R. Batliboi & Co. LLP Chartered Accountants Company's Auditors forminga part of the Annual Report and shall be laid before the AGM of the Company as requiredunder the Act.
The audited financial statements including the consolidated financial statements of theCompany and all other documents required to be attached thereto are available on theCompany's website and can be accessed at https://www.cesc.co.in/?cat=16.
The financial statements of the subsidiaries as required are available on Company'swebsite and can be accessed at: https://www.cesc.co.in/?cat=25
The Company has formulated a Policy for determining Material Subsidiaries. The Policyis available on the Company's website and can be accessed at:https://www.cesc.co.in/wp-content/uploads/ policies/ POLICYONMATERIALSUBSIDIARIES. pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of the provisions of Section 152 of the Act and Article 102 of the Articles ofAssociation of the Company Mr. Rabi Chowdhury retires as a Director of the Company at theforthcoming AGM and being eligible offers himself for re-appointment as a Director.
Mr. Debanjan Mandal was appointed as an Additional Director in the category ofNon-Executive Independent Director for a period of five years with effect from May 102021. Mr. Mandal would hold office as such till the date of ensuing AGM of the Company. Inthe opinion of the Board Mr. Mandal possesses requisite expertise integrity andexperience including proficiency for appointment as an Independent Director of theCompany and the Board considers that given his professional background and experiencehis association would be beneficial to the Company. The Company has received requisitenotice from a member proposing the candidature of Mr. Debanjan Mandal to the office ofDirector of the Company in accordance with the relevant provisions of the Act.
It is also proposed to seek shareholders' approval by means of a Special Resolution forcontinuation of the Directorship of Mr. Pradip Kumar Khaitan as a Non-ExecutiveNon-Independent Director of the Company in accordance with the requirement of Regulation17(1A) of the Listing Regulations.
The Board of Directors on the recommendation of the Nomination and RemunerationCommittee ("NRC") has recommended re-appointment/appointment/ continuation ofDirectorship of the above Directors.
Notice of the AGM includes appropriate Resolutions seeking your approval in respect ofall the above appointments.
The details on Directors' re-appointments /appointments and remuneration includingcriteria for determining qualifications positive attributes independence of Director andalso remuneration for Key Managerial Personnel and other employees forms part of CorporateGovernance Report of this Annual Report.
During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees andcommission as applicable received by them.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the Act and theListing Regulations.
In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014 as amended Independent Directors of the Companyhave registered their names in the data bank of Independent Directors maintained with theIndian Institute of Corporate Affairs.
Four meetings of the Board of Directors were held during the year on June 29 2020September 8 2020 November 6 2020 and January 13 2021.
Changes in Key Managerial Personnel
Mr. Subhasis Mitra ceased to be the Company Secretary of the Company with effect fromMay 10 2021 and Mr. Jagdish Patra was appointed in his place as the Company Secretary andCompliance Officer of the Company with effect from the same date. Except the above thereis no other change in Key Managerial Personnel.
The Company has followed the applicable Secretarial Standards (SS) i.e. SS-1 and SS-2relating to Meetings of the Board of Directors and General Meetings respectively.
CRITERIA ON BOARD DIVERSITY AND DIRECTOR ATTRIBUTES AND REMUNERATION POLICY FORDIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read withPart D of Schedule II to the Listing Regulations the NRC is responsible for determiningqualification positive attributes and independence of a Director. The NRC is alsoresponsible for recommending to the Board a policy relating to the remuneration of theDirectors Key Managerial Personnel and other employees. In line with this requirementthe Board has adopted the Policy on Remuneration for Directors Key Managerial Personneland other employees.
COMMITTEES OF THE BOARD
The various Committees of the Board focus on certain specific areas and make informeddecisions in line with the delegated authority.
The following statutory Committees constituted by the Board according to theirrespective roles and defined scope:
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 forrespective committees are given in the Report on Corporate Governance.
The Company has adopted a Code of Conduct and Ethics for its Directors and SeniorManagement Personnel. The same can be accessed athttps://www.cesc.co.in/wp-content/uploads/2014/02/ Code-of-Conduct.pdf.
All Directors and Senior Management Personnel have affirmed the compliance with thesaid Code of Conduct and Ethics.
The Managing Directors have also confirmed and certified the same and the certificationis given elsewhere in the report.
EQUITY CAPITAL AND DEBT SECURITIES
There was no change in the equity share capital of the Company during the year.
The Company had voluntarily delisted its equity shares from The Calcutta StockExchange Limited with effect from November 23 2020. The equity shares of the Company arecontinue to be listed on BSE Limited (BSE) and the National Stock Exchange of India Ltd(NSE). The Company has paid the requisite listing fees to the Stock Exchanges up to thefinancial year 2021-22.
Sub-division of equity shares of the Company
Your Board of Directors at its meeting held on June 16 2021 considered a proposal tosub-divide each equity share of face value of Rs. 10/- into 10 equity shares of the facevalue of Re. 1/- each fully paid up subject to approval of the members at theforthcoming AGM and such other approvals as may be necessary.
The Notice of the AGM includes an appropriate resolution seeking your approval for theabove purpose.
Issue of Debentures
During the year the Company had issued and allotted on private placement basis thefollowing Non-Convertible Debentures ("NCDs"):
(i) secured listed NCDs aggregating to Rs. 500 crore and
(ii) secured unlisted NCDs aggregating to Rs. 250 crore
for cash at par in compliance with the applicable circulars of the Securities andExchange Board of India on issue of debt securities by certain large corporates.
The funds raised through NCDs have been utilised 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 2021 theapplicable accounting standards have been followed alongwith proper explanation relatingto the 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.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the related requirements set out in the Listing Regulations. The report onCorporate Governance is given in the report as Annexure 'B' and Additional ShareholderInformation as Annexure 'C' as stipulated under the Listing Regulations alongwith theAuditors' Certificate thereon.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and your Company's operations in future.
CORPORATE SOCIAL RESPONSIBILITY
As a responsible utility serving the city of Kolkata for more than 100 years yourCompany has a commitment to serve the society. As the Company continues to play a dynamicrole in India's power sector our community engagements are creating value in a mannerthat is environmentally sustainable and socially uplifting. Through the CSR initiativesyour Company is dedicated to the cause of providing access to basic services empoweringpeople educating them and improving their quality of life. The Company undertakesprogrammes based on identified needs of the community around healthcare education safedrinking water and sanitation as well as through livelihood generation and skilldevelopment.
Through Roshni Project the Company facilitates underprivileged children in urban slumsto acquire quality education with level- appropriate reading and writing ability.Child-friendly environment in government schools is created through provision of safedrinking water and sanitation facilities under Nirmal Abhiyan Project. Further CESCSchool Building Project aims at providing conducive environment for learning anddevelopment in schools through development of school buildings classrooms laboratoriesplaygrounds and libraries. The Company's Hamari Awaaz Project seeks to create childfriendly communities in urban slums by mobilising sensitising and empowering communitiesto fight
against child labour and other forms of child abuse and foster child protection.Improvement of health and nutrition status of pregnant women lactating mothersadolescent girls and children in 0-6 years age group through Suswasthya Project is anotherfocus area of CESC's CSR initiatives. Under the Nirmal Kolkata projects community-basedwater and sanitation initiatives have been undertaken for protection of environment andpromotion of sustainable development. CESC supports skill development projects such asSaksham Udaan and Prayas in several locations for employment generation amongunderprivileged youths. Across the different programme areas focused by the Company itsendeavour is to reach out to the disadvantaged and the marginalised sections of thesociety and thereby contributing to the regional and national development goals.
CESC has also been actively supporting a project undertaken by the RP-Sanjiv GoenkaGroup CSR Trust of which CESC is a part for setting up in Kolkata a school ofinternational standard. The construction work for the school building is in progress.
In terms of recent amendments in Companies (Corporate Social Responsibility Policy)2014 as amended the Company has revised its Corporate Social Responsibility Policy abrief outline of which along with the required disclosures are annexed elsewhere in thisreport. The CSR Policy is uploaded on Company's website and can be accessed athttps://www.cesc.co.in/wp-content/uploads/ policies/CSR Policv.pdf. A detailed section onthe activities undertaken during the year under review is included in Annexure 'D' andforming a part of this report.
BUSINESS RESPONSIBILITY REPORT
Environment Social and Governance (ESG) risks arising from businesses are one of thecentral issues facing the world. Consumption patterns have been changing globally as aresult of the changing lifestyles increasing production volumes and making naturalresource depletion a global as well as a local issue. Spurred by the Paris Agreement in2015 and the adoption of United Nations Sustainable Development Goals the transition toa low carbon economy has been underway. It is essential to be mindful of the fact thatbusinesses around the world are not waiting for this transition to happen. CESC has been astakeholder centric organization and we at CESC are committed to adopt ESG riskmitigation measures by developing strategies for integrating sustainability in everysphere of our operations. We recognize that more and more stakeholders from marketleaders investors regulatory bodies to consumers are becoming aware of ESG parametersand their subsequent risks if not addressed.
As stipulated under the Listing Regulations the Business Responsibility Report (BRR)describing the initiatives taken by the Company from an environmental social andgovernance perspective is given in the report as Annexure -E.
RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered by the Company during the financialyear under review with related parties were in ordinary course of business and on anarm's length basis. During the year the Company had not entered into any contract /arrangement / transaction with related parties having potential conflict with theinterests of the Company and which could be considered materially significant. Thereforethe disclosure of Related Party Transactions as required under Section 134(3)(h) of theAct in Form AOC-2 is not applicable to the Company for the financial year 2020-21 andhence the same is not provided. The Policy on Materiality of Related Party Transactionsand on dealing with Related Party Transactions as approved by the Board is available onthe 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 areperiodically placed before the Audit Committee of the Board for its approval. Members mayplease refer to Note 42 to the Standalone Financial Statements for requisite disclosure inrespect of related parties and transactions entered into with them during the year.
Your Board has formed a Risk Management Committee to frame implement and monitor therisk management plan for the Company. The Committee is responsible for monitoring andreviewing the risk management plan and ensuring its effectiveness. The Audit Committee hasadditional oversight in the area of financial risks and controls. The major risksidentified by the businesses and functions are systematically addressed through mitigatingactions on a continuing basis. Furthermore your Company has set up a robust internalaudit function which reviews and ensures sustained effectiveness of internal financialcontrols by adopting a systematic approach to its work. Detailed discussion on riskmanagement is covered in Management Discussion and Analysis in Annexure 'A' and Report onCorporate Governance in Annexure 'B' of the Annual Report.
In view of the amendments in the Listing Regulations the Board of Directors of yourCompany modified the terms of reference of the Risk Management Committee to that extent.
Your Company's internal control systems are an integral part of the risk managementprocess and commensurate with the nature of its business the size and complexity of itsoperations and such internal financial controls with reference to the Financial Statementsare adequate. Your Company has implemented robust processes to ensure that all internalfinancial controls are effectively working.
AUDITORS AND AUDITORS' REPORT
Messrs S R Batliboi & Co. LLP Chartered Accountants (Firm RegistrationNo.301003E/E300005) was appointed as the Auditors of the Company for a term of fiveconsecutive years at the Thirty-ninth AGM of the Company. The Auditors' have confirmedthat they are not disqualified from continuing as Auditor of the Company.
The standalone and the consolidated financial statements of the Company have beenprepared in accordance with Indian Accounting
Standards notified under Section 133 of the Act.
The Auditors' Report annexed to the financial statements for the year under review doesnot contain any qualification reservation adverse remark or disclaimer. The Auditorshave not reported any instance of fraud referred to in Section 134(3)(ca) of the Act.
COST AUDITORS AND COST AUDIT REPORT
The Board has re-appointed Messers Shome & Banerjee Cost Accountants (FirmRegistration No 000001) as Cost Auditors for conducting the audit of cost records of theCompany for the financial year 2021-22 under Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014. A resolution seeking approval of theMembers for ratifying the remuneration of Rs. 700000 (Rupees Seven lakh) plus applicabletaxes travel and actual out-of-pocket expenses payable to the Cost Auditors for financialyear 2021-22 is included in the Notice to the ensuing AGM.
The Company is required to maintain cost records as specified by the Central Governmentunder Section 148(1) of the Act and such records are made and maintained accordingly.
SECRETARIAL AUDIT REPORT
The Board had appointed Messrs. S.M. Gupta & Co. Company Secretaries as theSecretarial Auditors of the Company to conduct the secretarial audit for the financialyear 2020-21.
The Secretarial Audit Report for the financial year ended March 31 2021 is annexed asAnnexure 'F' in this Report.
As per the requirements of the Listing Regulations Practicing Company Secretaries ofthe material unlisted subsidiaries of the Company have undertaken secretarial audit forthe financial year 2020-21. The Secretarial Audit Reports of such material unlistedsubsidiaries confirms that they have complied with the provisions of the Act RulesRegulations and Guidelines and that there were no deviations or non-compliances.Secretarial Audit Reports of Noida Power Company Limited Haldia Energy Limited andDhariwal Infrastructure Limited three material unlisted subsidiaries of the Company arealso 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 andtransparent manner by adopting the highest standards of professionalism honestyintegrity and ethical behaviour. In line with the Company's code of conduct any actual orpotential violation howsoever insignificant or perceived as such would be a matter ofserious concern for the Company. The role of the employees in pointing out such violationsof the Company's code of conduct cannot be undermined.
In view of this above your Company has established a robust Vigil Mechanism and aWhistle-blower policy in accordance with provisions of the Act and Listing Regulations forreporting genuine concerns over happening of instances of any irregularity unethicalpractice and/or misconduct for Directors employees and stakeholders. The details of thesaid policy have been disclosed on the Company's website www.cesc.co.in. The VigilMechanism provides a mechanism for employees of the Company to approach the Chairman ofthe Audit Committee of the Company through the Company Secretary for redressal. No personhad been denied access to the Chairman of the Audit Committee and there was no suchreporting during the financial year 2020-21.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Your Company being an infrastructure company is exempt from the provisions applicableto loans guarantees security and investments under Section 186 (11) of the Act.Therefore no details are required to be provided.
The Company during the year has not accepted any deposit and as such no amount ofprincipal or interest was outstanding as on the date of the Balance Sheet.
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-G forminga part of this report.
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return is available on the website of the Companyon the following link at https://www.cesc.co.in/wp-content/uploads/annreport/AnnualReturn.pdf.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas Annexure - H. Details of employee remuneration as required under provisions of Section197 of the Act and Rule 5(2) and 5(3) of the aforesaid Rules are provided in the saidAnnexure I. In terms of proviso to Section 136(1) of the Act the Annual Report is beingsent to the Members excluding the Annexure I. The said statement is also available forinspection with the Company. Any Member interested in obtaining a copy of the same maywrite to the Company Secretary at email@example.com.
None of the employees listed in the said Annexure are related to any Director of theCompany.
The Company has in place a Remuneration Policy for Directors Key
Managerial Personnel and other employees duly recommended by the Nomination andRemuneration Committee and approved by the Board. Other details relating to remunerationpaid during the year to Directors and Key Managerial Personnel are furnished in the Reporton Corporate Governance which forms 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 included in of theManagement Discussion and Analysis forming a part of this report.
COVID 19 PANDEMIC
India and other global markets experienced significant disruption in operationsresulting from uncertainty caused by the worldwide outbreak of Coronavirus pandemic. TheCompany's business includes Generation and Distribution of power within its licensed areain the state of West Bengal India. Considering power supply being an essential servicemanagement believes that there is not much of a long term impact likely due to thispandemic on the business of the Company its subsidiaries and joint venture except somelower demand and its consequential impact on supply and collection from consumers whichare believed to be temporary in nature. The Company has duly ensured compliance withspecific regulatory directives issued in the related matter.
The Company is taking all necessary steps and precautionary measures to ensure smoothfunctioning of its operations/business and to ensure the safety and well-being of all itsemployees. The Company is closely monitoring developments its operations liquidity andcapital resources and is actively working to minimize the impact of this unprecedentedsituation.The Company is also monitoring the operations of its subsidiaries and jointventure basis which no impairment is required to be recognised in respect of suchinvestments.
The Board of Directors wishes to place on record its deep sense of appreciation for thecommitted services by all the employees of the Company co-operation received from theshareholders business partners financial institutions banks consumers and vendorsduring the year under review.
The Directors are also thankful to the Government of India the various ministries ofthe State Governments the central and state electricity regulatory authoritiescommunities in the neighbourhood of our operations municipal authorities of Kolkata andlocal authorities in areas where we are operational in India for all the support renderedduring the year.
The Directors regret the loss of lives due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic. Finally we appreciate and value the contributions made by all our employees andtheir 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
Date : June 16 2021