The Directors have pleasure in presenting the Annual Report and Audited
 Accounts of CESC Limited for the year ended 31 March 2011.
 
 Financial Results                                        (Rs.Crores)
 
 Particulars                                 2010-11        2009-10
 
 Earnings from Sale of Electricity           3939.85        3292.84
 
 Other Income                                 152.44         156.20
 
 Total Income                                 419219 
 
 Profit before Depreciation & Taxation        881.62         727.69
 
 Depreciation                                (267.37)       (205.64)
 
 Taxation                                    (125.85)        (88.75)
 
 Profit before transfer to Reserves           488.40         433.30
 
 Profit brought forward from previous year    133.56         125.91
 
 Reserve for unforeseen exigencies            (23.47)        (17.38)
 
 General Reserve                             (350.00)       (350.00)
 
 Proposed Dividend @Rs. 4 per
 Equity Share & tax thereon                   (58.08)        (58.27)
 
 Leaving a balance carried forward             19041          13156
 
 Performance Overview
 
 During the year under review, the Companys earnings from sale of
 electricity increased by 19.65% over last year to reach Rs. 3939.85
 crore. Including other income, total income grew by 18.65% from Rs.
 3449.04 crore in 2009 -10 to Rs. 4092.29 crore in 2010 -11. Profit
 before depreciation and taxation (PBDT) grew by 21.15% to Rs. 881.62
 crore during the year. After providing for depreciation of Rs. 267.37
 crore and taxation of Rs. 125.85 crore, the profit after taxes (PAT)
 for 2010 -11 stands at Rs. 488.40 crore, which reflects a 12.72%
 increase over Rs. 433.30 crore during 2009-10.
 
 A detailed review of the operations for the year ended 31 March 2011 is
 given in the Management Discussion & Analysis, which forms a part of
 this Report.
 
 Dividend
 
 The Board is pleased to recommend payment of equity dividend for the
 year ended 31 March 2011 at the rate of Rs. 4 per share on the paid-up
 equity share capital as on that date (Rs. 4 per share in 2009 -10). The
 dividend is proposed to be paid to those shareholders whose names
 appear in the Register of Members of the Company, or appear as
 beneficial owners as per particulars furnished by the Depositories at
 the close of business on 15 July 2011. No tax on the said dividend will
 be payable by the shareholders - as required, the Company will pay
 appropriate tax thereon.
 
 Subsidiaries
 
 As on 31 March 2011, CESC had ten subsidiaries: Spencers Retail
 Limited, Au Bon Pain Cafe India Limited, Music World Retail Limited.
 CESC Infrastructure Limited, Haldia Energy Limited, Dhariwal
 Infrastructure Limited, Surya Vidyut Limited, CESC Properties Limited,
 Metromark Green Commodities Private Limited and Nalanda Power Company
 Limited. Since the close of the year, two more subsidiaries had been
 formed namely Bantal Singapore Pte Limited and CESC Projects Private
 Limited.
 
 The details of operations of subsidiaries are given in the section New
 Projects under Power Business and the section New Businesses in
 the Management Discussion & Analysis, which forms a part of this
 report.
 
 In accordance with the general exemption granted by the Central
 Government under Section 212(8) of the Companies Act, 1956.  (the
 Act) the accounts of the subsidiaries for the year 2010 -11 and the
 related detailed information will be made available to the holding and
 subsidiary companies shareholders seeking such information at any
 point of time and are not attached. Copies of the annual accounts of
 the subsidiary companies will also be kept open for inspection by any
 shareholder in the Registered Office of the Company and of the
 subsidiary companies concerned. The Company shall furnish a hard copy
 of accounts of subsidiaries to any shareholder on demand. The Company
 publishes Consolidated Financial Statements of the Company and its
 subsidiaries duly audited by Messrs. Lovelock & Lewes, Auditors,
 prepared in compliance with the applicable Accounting Standards and the
 Listing Agreements with the Stock Exchanges. The Consolidated Financial
 Statements for the year 2010 -11 form part of the Annual Report and
 Accounts.
 
 CESC is concerned about the environment and takes various steps for its
 protection. In line with the decision of the Ministry of Corporate
 Affairs, Government of India, the Report and Accounts and other
 communication from the Company are, from now on, sent to the
 shareholders by e-mail, wherever such addresses are registered with the
 Company.
 
 Projects
 
 Currently, four power generation projects are being executed by various
 CESC subsidiaries - thermal generation project at Haldia, Chandrapur
 and Bhagalpur as well as a solar power project in Rajasthan. CESC
 itself is carrying out a number of projects to enhance its distribution
 capabilities and to conserve the environment.
 
 Further details on these projects have been provided in the relevant
 sections of the Management Discussion & Analysis, which forms a part of
 this report.
 
 Awards
 
 During the year, your Company won the following awards :
 
 1.  Budge Budge generating station received Gold Award for best
 environmental performance power plant of the year in Asian Power Awards
 2010 organised by Asian Power Magazine, Singapore.
 
 2.  In recognition of its safety record and initiatives, Southern
 generating station was awarded with Greentech Gold Award for Safety -
 2011 by Greentech Foundation.
 
 3.  In recognition of its safety record and initiatives, New Cossipore
 generating station was awarded with Greentech Silver Award for Safety
 - 2011 organised by Greentech Foundation.
 
 Directors
 
 In terms of provisions of Section 256, read with Section 255 of the Act
 and Article 102 of the Articles of Association of the Company Mr. B. M.
 Khaitan and Mr. S. Banerjee, Directors, retire by rotation at the
 forthcoming Annual General Meeting and, being eligible, offer
 themselves for re-appointment. The necessary resolutions for obtaining
 approval of the Members have been incorporated in the notice of the
 forthcoming Annual General Meeting. The requisite disclosure regarding
 the re-appointment of the above Directors has been made in the Report
 of Corporate Governance which forms a part of the DirectorsReport.
 
 Mr. R. K. Misra, who was appointed by the Government of West Bengal as
 its nominee, ceased to be a Director of the Company with effect from 31
 March, 2011. ICICI Bank Limited has withdrawn its nominee, Mr. Ajay
 Saraf, effective 21 June 2011. The Board places on record its
 appreciation of the valuable contribution made by Mr. Misra and Mr.
 Saraf, during their tenure as Directors.
 
 Listing
 
 The equity shares of your Company continue to be listed at the Bombay
 Stock Exchange (BSE), the National Stock Exchange (NSE).  the Calcutta
 Stock Exchange (CSE) and the London Stock Exchange.  The Company has
 paid the requisite listing fee to the Stock Exchanges up to the
 financial year 2011-12.
 
 DirectorsResponsibility Statement
 
 Pursuant to Section 217(2AA) of the Act, your Directors hereby state
 and confirm that:
 
 i) in the preparation of annual accounts for the financial year ended
 31 March 2011, the applicable accounting standards have been followed
 along with proper explanation relating to material departures;
 
 ii) appropriate accounting policies have been selected and applied
 consistently and judgments and estimates have been made that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as at 31 March 2011 and of the profit for the
 period from 1 April 2010 to 31 March 2011;
 
 iii) proper and sufficient care has been taken 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 annual accounts for the financial year ended 31 March 2011 have
 been prepared on a going concern basis.
 
 Promoter Group
 
 Pursuant to intimation from the Promoters, the names of the Promoters
 and entities constituting group are disclosed in the Annual Report
 for the purpose of the SEBI (Substantial Acquisition of Shares and
 Takeovers) Regulations, 1997.
 
 Corporate Governance
 
 A report on Management Discussion and Analysis is also attached
 herewith (Annexure A). A separate Report on Corporate Governance
 (Annexure B), along with Additional Shareholder Information (Annexure
 C), as prescribed under the Listing Agreement with the Stock
 Exchanges, are annexed as a part of this Report along with the
 Auditors Certificate.
 
 Fixed Deposits
 
 Your Company has not accepted any deposits within the meaning of
 Section 58A of the Act and, as such, no amount of principal or interest
 was outstanding as on the date of the Balance Sheet. 349 deposits
 aggregating Rs. 0.62 crore remained unclaimed as on 31 March 2011.
 
 Auditors
 
 Messrs. Lovelock & Lewes, Chartered Accountants, Statutory Auditors of
 the Company hold office till the conclusion of the forthcoming Annual
 General Meeting and being eligible, offer themselves for reappointment.
 The Company has received a letter from the Statutory Auditors to the
 effect that their reappointment.  if made at the forthcoming Annual
 General Meeting, would be within the limits prescribed under Section
 224 (1B) of the Act
 
 Cost Audit
 
 Messrs. Shome & Banerjee, Cost Accountants, were reappointed to conduct
 the audit of the cost accounting records of the Company for the year
 under review. The due date and the actual date of filing of cost audit
 report for the year under review had been 27 September 2010 and 13
 September 2010 respectively.
 
 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
 217(1 )(e) of the Act read with the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988 is given
 in Annexure D, forming a part of this Report.
 
 Particulars of Employees
 
 The information as required in accordance with Section 217(2A) of the
 Act read with the Companies (Particulars of Employees) Rules, 1975, as
 amended, is set out in an annexure to this Report. However as per the
 provisions of Section 219(1 )(b)(iv) of the Act, the Report and the
 Accounts are being sent to all the Shareholders of the Company
 excluding the aforesaid information. Any shareholder interested in
 obtaining such information may write to the Vice President & Company
 Secretary at the Registered Office of the Company. The said information
 is also available for inspection at the Registered Office during
 working hours up to the date of the Annual General Meeting.
 
 Industrial Relations
 
 A detailed section on your Companys Human Resource initiatives is
 attached in the Management Discussion & Analysis. During the year under
 review, industrial relations in your Company continued to be cordial.
 
 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 support and
 encouragement.
 
                                 On behalf of the Board of Directors
 
                                                         R.P. Goenka
 
 Kolkata, 24 June 2011                                      Chairman