RP·- Sanjiv Goenka Group Growing Legacies cesc' VENTURES 10 July, 2020 Manager (Listing) National Stock Exchange of India Limited Exchange Plaza, 5t h Floor, Plot No. C/1, G- Block, Bandra - Kurla Complex, Bandra (East), Mumbai - 400 051 SCRIP CODE: CESCVENT The Secretary BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 SCRIP CODE: 542333 The Secretary The Ca lcutta Stock Exchange Limited 7, Lyons Range, Kol kata - 700 001 SCRIP CODE: 13343 Dear Sir, Third Annual General Meetine & Book Closure Further to our letter dated 6 July, 2020, we write to inform you that the Register of members will remain closed from 27 July, 2020 to 3 August, 2020 (both days inclusive) for the purpose of Third Annual General Meeting of the Company to be held through Video Conferencing/ Other Audio Visual Means on Monday, 3 August, 2020 at 3.00 pm (IST). Copies of the Notice and Annual Report being dispatched to the shareholders are attached herewith. rs fait tJ, cEsc VENTURES LIMITED L7 4.9ssv1B2017PLC219318 Regd. Office: C_ESC House, Chowringhee Square, Kolkata - 700 001, India e-mail : [email protected] □ Tel: +91 33 2225 6040 □ CIN : ~719991"B2017PtC:U93t8 □ Web: www.cescventures.com (Formerly known as RP·SG Business Process Services Limited) RP - Sanjlv Goenka Group CESC~ Orowtng LegaclH V E N T U R E S V E NTU R ES cesV E NTU R c'ES Board of Directors Sanjiv Goenka, Chairman Shashwat Goenka Arjun Kumar Kalaikuruchi Jairaj CONTENTS Grace Elizabeth Koshie Page Rajeev Ramesh Chand Khandelwal, Whole-time Director Board of Directors 1 Chairman’s Letter 2 Chief Financial Officer Notice 3 Arvind Vats Report of the Board of Directors 11 Management Discussion & Analysis 15 Company Secretary Report on Corporate Governance 24 Sudip Kumar Ghosh Additional Shareholder Information 38 Auditors Annual Report on CSR 44 Batliboi, Purohit & Darbari Business Responsibility Report 45 Secretarial Audit Report 51 Solicitors Other Particulars 55 Khaitan & Co. Extract of Annual Return 56 Registered Office Details pertaining to Remuneration 69 CESC House, Financial Statements 70 Chowringhee Square, Independent Auditor’s Report 71 Kolkata 700 001, India Balance Sheet 76 Tel : 033-2225 6040 CIN : L74999WB2017PLC219318 Statement of Profit and Loss 77 E-mail : [email protected] Cash Flow Statement 79 Website : www.cescventures.com Notes forming part of Financial Statement 80 Consolidated Financial Statements 99 Corporate Office Independent Auditor’s Report 100 RPSG House, 2/4, Judges Court Road, Balance Sheet 110 Kolkata - 700 027, India Statement of Profit and Loss 111 Cash Flow Statement 113 Bankers Notes forming part of Financial Statements 114 ICICI Bank Limited RBL Bank Limited Information regarding Subsidiary Companies etc. 159 1 cesc' Chairman’s Letter V E NTU R ES V E NTU R ES Dear Shareholder, Quest Properties India Limited (QPIL), launched the Quest, Kolkata’s first upscale shopping mall in November 2013. Despite slowdown in economic activity in 2019-20 and the closure of the mall in the last Who would have known at the same time last year that the world 12 days in March 2020 due to Covid-19, both footfalls and combined and India would be engulfed by a virulent pandemic originating gross sale of all retailers in the mall remained at the last year’s from China? A pandemic that has already globally infected over 11 level — at over 16 million and ` 700 crore respectively. Moreover, million people and claimed more than 525,000 lives? Covid-19 has QPIL is implementing a residential project in Haldia spread across changed all of us. How we live. How we work. What precautions we 3.5 acres of land. In 2019-20, it completed Phase I of the project take. And how we think of the future. comprising about 0.2 million square feet of saleable area; most of the apartments that were constructed have been handed over. With over 650,000 tested positive for Covid-19 in India at the time During 2019-20, QPIL’s total income was ` 107.1 crore and PAT was of my writing this letter, and the cumulative number of infections ` 17.5 crore. rising at an exponential rate of 4% per day, it is very difficult to tell when this will begin to flatten out. Till then we will all need to live From your Company’s perspective, these are still relatively early safely and work in an office environment that is very different from days for both the restaurants and the Ayurveda businesses. I am anything that we have seen before. sure that both will do well over the passage of time. Coming now to your Company, I am happy to inform you that it has The consolidated financial results for your Company in 2019-20 performed well in 2019-20. The standalone results —which reflect were: CESC Ventures IT activities related mostly to the power generation and distribution businesses — are as follows: • Revenue from operations was ` 4,578.4 crore and total income was ` 4,613.2 crore. • Revenue from operations was stable at ` 63.9 crore. Thanks largely to a significant dividend income from its subsidiary, • PBT was ` 185 crore. Firstsource Solutions Limited, total income increased by 88% to ` 234.1 crore. • PAT was ` 147.1 crore. • Profit before taxes (PBT) grew by 137% to ` 175.8 crore. I expect the first two quarters of 2020-21 to be difficult on account of lockdowns in India and elsewhere as well as the very slow run • Profit ftera taxes (PAT) increased by 165% to` 174.3 crore. rate across all businesses in the world, barring healthcare and pharmaceuticals. Thereafter, we should see a gradual build-up and • Diluted earnings per share (EPS) went up from ` 24.8 in 2018-19 reach normalcy towards the end of 2020-21. This is not in anybody’s to ` 65.7 in 2019-20. control. We will have to deal with it the best we can. As you know, your Company has several subsidiaries spanning Thank you for your support. My prayers for good health for your IT-Business Process Management (BPM), through Firstsource; fast families and you. Stay safe. Stay healthy. And, together, we shall moving consumer goods, through Guiltfree Industries Limited; overcome. real estate, through Quest Properties India Limited; restaurants, through Bowlopedia Restaurants India Limited; and Ayurveda, through Herbolab India Private Limited. Firstsource is a globally recognised BPM entity with a client base consisting of large enterprises in the US, the UK, India and Philippines, including several Fortune 500 and FTSE 100 companies. In 2019-20, Firstsource earned a total income of ` 4,107.5 crore and With my best regards, a PAT of ` 339.7 crore. Guiltfree has been one of the fastest growing FMCG companies Yours sincerely, in India, and its brand “TOO YUMM!” has garnered a gross brand awareness of 75%, and a market share of 2.3% of total western snacks in India. For 2019-20, Guiltfree’s total income was ` 289.8 Dr. Sanjiv Goenka crore. 26 June, 2020 Chairman 2 ~'.- RP-SanjlvGoenka ,F:' Group Growing Legacies cese' V E NTU R ES V E NTU R ES cesc Ventures Limited (Formerly known as RP–SG Business Process Services Limited) Registered Office : CESC House, Chowringhee Square, Kolkata-700001,India Tel : 033 – 2225 6040, E-mail : [email protected], Website : www.cescventures.com Corporate Identity Number: L74999WB2017PLC219318 NOTICE TO MEMBERS Notice is hereby given that the Third Annual General Meeting of which are included in the explanatory statement annexed the Members of CESC Ventures Limited will be held on Monday, hereto. 3 August 2020 at 3.00 P.M., Indian Standard Time (IST), through RESOLVED FURTHER THAT the Board of Directors of the Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) Company be and is hereby authorized to do all such acts, deeds to transact the following business: and things, as it may in its absolute discretion deem necessary, ORDINARY BUSINESS proper or desirable and to settle any question, difficulty or 1. To receive, consider and adopt: doubt that may arise in respect of the aforesaid appointment without being required to seek any further consent or approval a. audited financial statements for the year ended 31 March, of the Members of the Company, or otherwise to the end and 2020 and Reports of the Board of Directors and the intent that they shall be deemed to have given their approval Auditors thereon. thereto.“ b. audited consolidated financial statements for the year 5. AS A SPECIAL RESOLUTION ended 31 March, 2020 and Reports of the Auditors thereon “RESOLVED THAT in supersession of the earlier resolution passed by the members of the Company at the Second Annual 2. To appoint a Director in place of Dr. Sanjiv Goenka (Director General Meeting held on 19 July, 2019 pursuant to Section Identification Number: 00074796) who retires by rotation and, 180(1)(a) and other applicable provisions of the Companies being eligible, offers himself for re-appointment. Act, 2013 read with relevant Rules made thereunder, consent SPECIAL BUSINESS of the Members of the Company be and is hereby accorded to To consider and if, thought fit, to pass, with or without modifications, the Board of Directors of the Company (hereinafter referred the following Resolutions: to as the “Board”) to create a charge on the movable and immovable properties of the Company, both present and 3. AS AN ORDINARY RESOLUTION future, and in such form and manner as the Board may deem “RESOLVED THAT Mr. Rajeev Ramesh Chand Khandelwal fit, for securing any financial assistance in the form of term (Director Identification Number 08763979), who was appointed loan/debenture/bonds/working capital facilities including as an Additional Director of the Company by the Board of overdraft etc.