Integrated Filing-Governance



General information about company

Scrip Code 500084
NSE Symbol CESC
MSEI Symbol NOTLISTED
ISIN INE486A01021
Name of the entity CESC LIMITED
Date of start of financial year 01-Apr-2024
Date of end of financial year 31-Mar-2025
Reporting Quarter Quarterly
Date of Quarter Ending 31-Dec-2024
Type of company Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? Yes
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? Yes
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? Yes
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? No
Reason For Part D Of Annexure I Disclosure Of Imposition Of Fine Or Penalty Is Not Applicable To The Entity During the quarter ended December 31, 2024, there were no such instances of imposition of fine or penalty requiring disclosure as per sub-para 20 of para A of Part A of Schedule III.
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? No
Reason For Part E Of Annexure I Disclosure Of Updates To Ongoing Tax Litigations Or Disputes Is Not Applicable To The Entity During the quarter ended December 31, 2024, there are no reportable Tax litigations or disputes as per the criteria mentioned in sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure-18 of the Master Circular.
Risk management committee Yes
Market Capitalisation as per immediate previous Financial Year Top 500 listed entities
Is SCORE ID Available ? Yes
SCORE Registration ID c00063
Reason For No SCORE ID
Type of Submission Original
Remarks (website dissemination)



Annexure I
Annexure I to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO No Disqualification of Directors under section 164 of the Companies Act, 2013
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
1 Mr. SANJIV GOENKA 00074796 Non-Executive - Non Independent Director Chairperson related to Promoter 29-Jan-1961 No Active NA 29-Apr-1989 03-Aug-2020 5 0 5 3
2 Mr. SHASHWAT GOENKA 03486121 Non-Executive - Non Independent Director Not Applicable 12-Apr-1990 No Active NA 14-Nov-2019 04-Aug-2023 5 0 4 1
3 Mr. PRADIP KUMAR KHAITAN 00004821 Non-Executive - Non Independent Director Not Applicable 25-Mar-1941 No Active Yes 21-Aug-2024 29-Oct-1992 29-Oct-1992 2 0 0 0
4 Mr. SUNIL MITRA 00113473 Non-Executive - Independent Director Not Applicable 24-Jun-1951 No Active NA 14-Nov-2019 14-Nov-2024 61.13 3 3 2 0
5 Mr. DEBANJAN MANDAL 00469622 Non-Executive - Independent Director Not Applicable 26-Aug-1973 No Active NA 10-May-2021 10-May-2021 43.18 5 5 6 1
6 Mr. ARJUN KUMAR 00139736 Non-Executive - Independent Director Not Applicable 01-Feb-1970 No Active NA 19-Jan-2024 19-Jan-2024 11.12 2 2 3 2
7 Mr. BRAJESH SINGH 10335052 Executive Director Not Applicable 01-Jul-1964 No Active NA 28-May-2024 28-May-2024 1 0 1 0
8 Mr. VINEET SIKKA 10627000 Executive Director Not Applicable 12-May-1967 No Active NA 28-May-2024 28-May-2024 1 0 0 0
9 Ms. KUSUM DADOO 06967827 Non-Executive - Independent Director Not Applicable 02-Jan-1953 No Active NA 23-May-2024 23-May-2024 7.07 4 4 6 1
10 Mr. PARAS KUMAR CHOWDHARY 00076807 Non-Executive - Independent Director Not Applicable 01-Oct-1951 No Active NA 09-Aug-2024 09-Aug-2024 4.22 2 1 3 0



Annexure 1

II. Composition of Committees
Disclosure of notes on composition of committees explanatory



Audit Committee Details
Whether the Audit Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00074796 SANJIV GOENKA Non-Executive - Non Independent Director Member 30-May-2014
2 00139736 ARJUN KUMAR Non-Executive - Independent Director Chairperson 19-Jan-2024
3 06967827 KUSUM DADOO Non-Executive - Independent Director Member 30-May-2024
4 00469622 DEBANJAN MANDAL Non-Executive - Independent Director Member 12-Nov-2024
5 00076807 PARAS KUMAR CHOWDHARY Non-Executive - Independent Director Member 09-Aug-2024



Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00074796 SANJIV GOENKA Non-Executive - Non Independent Director Member 23-May-2018
2 00004821 PRADIP KUMAR KHAITAN Non-Executive - Non Independent Director Member 30-May-2014
3 00469622 DEBANJAN MANDAL Non-Executive - Independent Director Member 13-Jan-2022
4 00139736 ARJUN KUMAR Non-Executive - Independent Director Chairperson 19-Jan-2024
5 06967827 KUSUM DADOO Non-Executive - Independent Director Member 30-May-2024
6 00076807 PARAS KUMAR CHOWDHARY Non-Executive - Independent Director Member 09-Aug-2024



Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00074796 SANJIV GOENKA Non-Executive - Non Independent Director Chairperson 30-May-2014
2 10335052 BRAJESH SINGH Executive Director Member 28-May-2024
3 00076807 PARAS KUMAR CHOWDHARY Non-Executive - Independent Director Member 09-Aug-2024



Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00004821 PRADIP KUMAR KHAITAN Non-Executive - Non Independent Director Chairperson 22-Sep-2014
2 99999999 Rajarshi Banerjee ED & CFO Member 22-Sep-2014
3 99999999 Subir Verma ED & CHRO Member 28-May-2024
4 99999999 Gargi Chatterjea ED (Reg Affairs & Corporate Services) Member 11-Nov-2021
5 10335052 BRAJESH SINGH Executive Director Member 28-May-2024
6 10627000 VINEET SIKKA Executive Director Member 28-May-2024
7 00076807 PARAS KUMAR CHOWDHARY Non-Executive - Independent Director Member 09-Aug-2024



Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 09-Aug-2024 Yes 10 9 4
2 12-Nov-2024 94 Yes 10 10 5



Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1 Audit Committee 09-Aug-2024 Yes 4 4 3 0
2 Audit Committee 12-Nov-2024 94 Yes 4 4 3 0
3 Stakeholders Relationship Committee 09-Aug-2024 Yes 3 3 1 0
4 Stakeholders Relationship Committee 12-Nov-2024 94 Yes 3 3 1 0
5 Nomination and remuneration committee 09-Aug-2024 Yes 6 6 4 0
6 Risk Management Committee 09-Aug-2024 Yes 4 4 1 3



Annexure 1
VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) Yes
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
9 Any comments/observations/advice of Board of Directors may be mentioned here:



Annexure 1
Sr Subject Compliance status
1 Name of signatory JAGDISH PATRA
2 Designation Company Secretary and Compliance Officer



Details of Cyber security incidence
Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter No
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr Date of the event Brief details of the event



Signatory Details
Name of signatory JAGDISH PATRA
Designation of person Company Secretary and Compliance Officer
Place Kolkata
Date 12-Feb-2025


Investor Grievance Details
No. of investor complaints pending at the beginning of Quarter 0
No. of investor complaints received during the Quarter 6
No. of investor complaints disposed off during the Quarter 6
No. of investor complaints those remaining unresolved at the end of the Quarter 0


Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies-
The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below
Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies
Sr. No. Name of the unlisted company in which shares or voting rights have been acquired Date of acquisition Aggregate holding (% shares or voting rights) as at the end of the previous quarter % shares or voting rights acquired during the quarter Aggregate holding (% shares or voting rights) as at the end of the quarter
1 Bhojraj Renewables Energy Private Limited 30-Nov-2024 0 100 100
2 Deshraj Solar Energy Private Limited 14-Oct-2024 0 100 100


Disclosure of Imposition of Fine or Penalty
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:
Any Other Information for Disclosure of Imposition of Fine or Penalty
Sr. No. Name of the authority Nature and details of the action(s) taken or order(s) passed Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority Details of the violation(s)/ contravention(s) committed or alleged to be committed Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible


Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr. No. Name of the opposing party Date of initiation of the litigation / dispute Status of the litigation / dispute as per last disclosure Current status of the litigation / dispute