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CCL Products (India) Ltd.

BSE: 519600 Sector: Agri and agri inputs
NSE: CCL ISIN Code: INE421D01022
BSE 00:00 | 24 Mar 557.55 1.50
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NSE 00:00 | 24 Mar 558.20 1.70
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OPEN 557.25
PREVIOUS CLOSE 556.05
VOLUME 6324
52-Week high 592.55
52-Week low 315.60
P/E 38.88
Mkt Cap.(Rs cr) 7,418
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 557.25
CLOSE 556.05
VOLUME 6324
52-Week high 592.55
52-Week low 315.60
P/E 38.88
Mkt Cap.(Rs cr) 7,418
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

CCL Products (India) Ltd. (CCL) - Director Report

Company director report

for the Financial Year 2021-22

The Members

The Board of Directors are pleased to present your Company's report onbusiness and operations along with the audited financial statements (standalone andconsolidated) for the financial year ended 31st March 2022.

Financial Performance

The financial results and performance of your Company for the yearended on 31st March 2022 on Standalone and Consolidated basis is summarizedbelow:

Standalone Basis

(Rs in Lakhs)

Particulars 2021-2022 2020-2021
Revenue from operations 92294 79507
Profit for the year (before Interest Depreciation & Tax) 22826 25316
Less:
Interest 1380 1572
Depreciation 3077 2702
Provision for Taxation (including deferred tax) 5649 5173
Net Profit 12720 15869

For the financial year 2021-2022 your Company recorded a turnover ofRs 92294 Lakhs and earned a net profit of Rs 12720 Lakhs as compared to the previousyear's turnover of Rs 79507 Lakhs and net profit of Rs 15869 Lakhs. Profit includesdividend received (' 2634.40 Lakhs for FY 2021-22 and Rs 6217.95 Lakhs for FY 2020- 21)from M/s. Ngon Coffee Company Limited wholly owned subsidiary of your Company.

Consolidated basis / Group level

( Rs in Lakhs)

Particulars 2021-2022 2020-2021
Revenue from operations 146203 124248
Profit for the year
(before Interest Depreciation & Tax) 33516 30115
Less:
Interest 1636 1696
Depreciation 5746 4941
Provision for Taxation (including deferred tax) 5699 5252
Net Profit 20435 18226

For the financial year 2021-2022 on a consolidated basis the turnoverof your Company for the financial year ended 31st March 2022 stood at Rs146203 Lakhs and net profit at Rs 20435 Lakhs as compared to previous year's turnoverof Rs 124248 Lakhs and net profit of Rs 18226 Lakhs.

Transfer of amount to General Reserve

No amount has been transferred to reserves during the year.

Dividend

Your Board of Directors have declared an interim dividend of Rs 3/- perequity share of Rs 2/- each in their meeting held on 19th January 2022 andrecommended a final dividend of Rs 2/- per equity share of Rs 2/- each in their meetingheld on 26th May 2022 subject to the approval of the members in the 61stAnnual General Meeting. The total dividend for the financial year 2021-22 year shall be Rs5/- per equity share. Pursuant to the Finance Act 2020 dividend income is taxable in thehands of the shareholders w.e.f. 1st April 2020 and your Company is required todeduct tax at source (TDS) from dividend paid to the members at prescribed rates as perthe Income-tax Act 1961.

The record date for the purpose of payment of final dividend for thefinancial year ended 31st March 2022 is fixed as 26th August 2022.

As per 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 your Company has framed a Dividend Distribution Policy which may beaccessed at https://www.cclproducts.com/wp-content/uploads/2021/07/Dividend-Distribution-Policv.pdf.

Material Changes and Commitments

Save as and except the proposed merger which was completed during theFY 2021-22 the Russia - Ukraine war and the impact of Covid -19 as discussed elsewherein this Report there were no material changes and commitments affecting the financialposition of your Company that have occurred between the end of the financial year 2021-22and the date of this report.

Share Capital

During the year under review there was no change in the paid up sharecapital of your Company. The paid- up Equity Share Capital of your Company as on 31stMarch 2022 stood at ' 2660.56 Lakhs comprising of 133027920 equity shares of facevalue of ' 2/- each. During the year under review your Company has neither issued anyshares with differential voting rights nor has granted any stock options or sweat equity.

Subsidiaries

The subsidiary companies situated in India and outside India continueto contribute to the overall growth in revenues and performance of your Company. As of 31stMarch 2022 your Company has the following wholly owned subsidiaries:

I. Jayanti Pte Limited (Singapore)

II. Continental Coffee Sa (Switzerland)

III. Ngon Coffee Company Limited (Vietnam)

IV. Continental Coffee Private Limited (India)

Performance and contribution of each of the Subsidiaries

As per Rule 8 of Companies (Accounts) Rules 2014 a report on thefinancial performance of the subsidiary companies during the financial year ended 31 stMarch 2022 is as mentioned below:

i. Jayanti Pte Limited (Singapore)

Jayanti Pte Limited is a wholly owned subsidiary of your Companyincorporated in Singapore to act as an investment vehicle for your Company hence nooperational performance is reported.

ii. Continental Coffee SA (Switzerland)

Continental Coffee SA is a wholly owned subsidiary of your Companyincorporated in Switzerland. This is an agglomeration and packing unit. Operationalperformance of the Company in brief is as hereunder:

(Rs in Lakhs)

Particulars 2021-2022 2020-2021
Revenue from operations 21807 18429
Profit for the year (before Interest Depreciation & Tax) 905 929
Less:
Interest 79 53
Depreciation 90 97
Provision for Taxation 31 80
Net Profit 705 699

iii. Ngon Coffee Company Limited (Vietnam)

Ngon Coffee Company Limited is a wholly owned subsidiary of yourCompany incorporated in Vietnam. This is an instant coffee manufacturing unit. Operationalperformance of the Company in brief is hereunder:

( in Lakhs)

Particulars 2021-2022 2020-2021
Revenue from operations 45125 37436
Profit for the year after meeting all expenses (before Interest Depreciation & Tax) 12928 10591
Less:
Interest 81 37
Depreciation 2443 2075
Provision for Taxation - (8)
Net Profit 10404 8487

iv. Continental Coffee Private Limited

Continental Coffee Private Limited is a wholly owned subsidiary of yourCompany incorporated in India established with an objective of promoting instant coffeebrands of your Company in the domestic market. Operational performance of the Company inbrief is hereunder:

(Rs in Lakhs)

Particulars 2021-2022 2020-2021
Revenue from operations 17376 13395
Profit for the year after meeting all expenses (before Interest Depreciation & Tax) (319) (366)
Less:
Interest 239 176
Depreciation 136 68
Provision for Taxation 14 10
Net Profit/Loss (708) (620)

v. CCL Beverages Private Limited

CCCL Beverages Private Limited pursuant to the order passed by theHon'ble National Company Law Tribunal Amaravati Bench dated 09th November2021 stands amalgamated with CCL Products (India) Limited.

The statement containing the salient features of the financialstatement of subsidiaries as per sub-section (3) of Section 129 of the Companies Act 2013in Form AOC-1 is herewith annexed as ‘‘Annexure I'' to this report.

Consolidated Financial Statements

The Consolidated Financial Statements are prepared in accordance withIndian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards)Rules 2015 notified under Section 133 of the Companies Act 2013 and other relevantprovisions of the Companies Act 2013.

The Consolidated Financial Statements for the financial year ended 31stMarch 2022 forms part of the Annual Report.

Further we undertake that the annual accounts of the subsidiarycompanies and the related detailed information will be made available to the shareholdersseeking such information at any point of time. Further the annual accounts of thesubsidiary companies shall also be kept open for inspection by any shareholder at ourRegistered Office and that of the subsidiary companies.

Further pursuant to the provisions of Section 136 of the Act thefinancial statements of your Company consolidated financial statements along withrelevant documents and separate audited financial statements in respect of subsidiariesare available on the website of your Company which may be accessed at www.cclproducts.com.

The policy for determining material subsidiaries is available on thewebsite of your Company which may be accessed at :https://www.cclproducts.com/wp-content/uploads/2021/07/policv-on-material-subsidiarv.pdf

Companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year:

Your Company does not have any associate or joint venture companyfalling within the definition under the Companies Act 2013. Further during the yearunder review CCL Beverages Private Limited the wholly owned subsidiary was amalgamatedwith CCL Products (India) Limited. There was no other change in the list of whollysubsidiaries of your Company.

Global Coffee Scenario

According to the estimates of the International Coffee Organisation(ICO) for the financial year 2021-22 global production is estimated to rise by 1.9% to171.9 million bags vis-a-vis 168.7 million bags for the coffee year 2020-21. In thecurrent financial year the share of Arabica production is 101.88 million bags up 5.2%from that of last year and Robusta production at 70.02 million bags is likely to be lowerby 2.6% vis-a-vis last financial year.

World coffee consumption is projected to grow by 3.3% to 170.3 million60-kg bags in 2021-22 as compared to 164.9 million for financial year 2020-21. In 2021-22consumption is expected to exceed production by 3.1 million bags. However exogenousfactors such as reduced global economic growth and increased cost of inputs productionand trade may affect both supply and demand.

Listing of Equity Shares

Your Company's equity shares are listed on the following StockExchanges:

(i) BSE Limited Phiroze JeeJeebhoy Towers Dalal Street Mumbai- 400001 Maharashtra India; and

(ii) National Stock Exchange of India Limited Exchange Plaza Floor 5Plot No. C/1 G Block Bandra-Kurla Complex Bandra (East) Mumbai - 400051 MaharashtraIndia.

Your Company has paid the Annual Listing Fees to the said StockExchanges for the Financial Year 2022-23. External Factors - COVID-19 and the Outbreak ofwar - impact thereof

The Financial Year 2021-22 suffered two major jolts causing farreaching impact on the global economy. First it was COVID-19 and then the Russia -Ukraine war. The beginning of the financial year witnessed unprecedented spread ofCOVID-19 resulting in lockdowns restrictions on movements across the country and massfatalities. Towards the end of 2nd quarter of the FY while the waves of COVID started tosubside steadily and normalcy was about to be restored the Russia - Ukraine war broke outin the 4th quarter of the FY. The said events may have peculiar impacts on theglobal economy. Despite the said we feel bolstered to mention that your Company not onlycould mitigate the adverse impacts it also managed to encash the opportunities along therough road to make the most of what it had to offer. Rise in ocean freights along with thewar related scenarios did affect the delivery time and the transportation costs but theoverall scenario for your Company still remained favorable for carrying out its operationsin an uninterrupted manner so as to be able to cater to the growing demands of itscustomers. Your Company's overseas wholly-owned subsidiaries viz. Ngon Coffee CompanyLimited at Vietnam and Continental Coffee SA at Switzerland are operating smoothly withoutany disruptions. The Board and the Management will continue to closely monitor thesituation as it evolves and do its best to take all necessary measures in the interestsof all stakeholders of your Company.

Corporate Social Responsibility

Your Company as part of its Corporate Social Responsibility (CSR)initiative undertook and supported activities like contributions to old age homesorphanages promotion of education and health care activities facilitatinginfrastructural and rural development to the identified rural areas in and around thefactories situated at Guntur and Tirupati Districts of Andhra Pradesh and rural housing tothe underprivileged groups.

Your Company has a Policy on Corporate Social Responsibility (CSR). TheAnnual Report on CSR activities as per the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 is annexed herewith as ‘‘Annexure II" to this report.The CSR Policy is posted on the website of your Company which may be accessed at https://www.cclproducts.com/wp-content/uploads/2021/07/csr-policv.pdf

Further pursuant to the provisions of Section 135 of the CompaniesAct 2013 your Company was required to spend an amount of ' 458.22 Lakhs towards CSRActivities.

Your management feels proud to mention that for the financial yearended 31st March 2022 your Company has spent a total amount of ' 492.46 Lakhstowards various CSR activities which was in excess of the mandatorily prescribed limit.

Internal Control Systems & their adequacy

The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to your Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.

Statutory Auditors & their report

The Shareholders in their meeting held on 11th July 2017(56th AGM) approved the appointment of M/s. Ramanatham & Rao CharteredAccountants Hyderabad as the Statutory Auditors of your Company to hold office till theconclusion of 61st Annual General Meeting. The Board of Directors based on therecommendation of Audit Committee considered the re-appointment of M/s. Ramanatham &Rao Chartered Accountants Secunderabad (Registration No. 002934S) as Statutory Auditorsof your Company from the conclusion of 61st Annual General Meeting till theconclusion of 66th Annual General Meeting subject to approval of members atthe ensuing Annual General Meeting. Accordingly a resolution seeking the re-appointmentof M/s. Ramanatham & Rao Chartered Accountants as the Statutory Auditors of yourCompany is included in the notice convening the Annual General Meeting for approval of theshareholders.

The standalone and the consolidated financial statements of yourCompany have been prepared in accordance with Ind AS notified under Section 133 of theAct. The Statutory Auditor's report does not contain any qualifications reservationsadverse remarks or disclaimers.

The Statutory Auditors were present in the last AGM held on 26thAugust 2021.

Internal Auditors

The Board of Directors based on the recommendation of the AuditCommittee have re-appointed M/s. Ramesh & Co. Chartered Accountants Hyderabad asthe Internal Auditors of your Company. The Internal Auditors are submitting their reportson quarterly basis.

Cost Auditors

The Board places its deep condolences on the sudden demise of Mr. N V SKapardhi (proprietor of M/s. Kapardhi & Associates Cost Accountants) on 24thJanuary 2022 who was then holding the office of Cost Auditor of your Company for the FY2021-22. In view of the said casual vacancy the Board pursuant to the recommendation ofthe Audit Committee at its meeting held on 10th February 2022 appointed M/s.M P R & Associates Cost Accountants (Registration No. 000413) to the office of CostAuditor of your Company for the FY 2021-22 at a remuneration of ' 200000/- subject tothe approval of members of your Company.

Further in accordance with Section 148(3) and other applicableprovisions if any of the Companies Act 2013 and the Companies (Audit and Auditors)Rules 2014 the Board of Directors upon recommendation of the Audit Committee hasappointed M/s. M P R & Associates Cost Accountants Hyderabad as the Cost Auditorsof your Company to carry out the cost audit of the products manufactured by your Companyduring the financial year 2022-23 at a remuneration of ' 200000/-. The remunerationpayable to the cost auditor is required to be placed before the members in the generalmeeting for their ratification. Accordingly resolutions seeking members ratification forthe remuneration payable to M/s. M P R & Associates Cost Accountants are included inthe Notice convening the Annual General Meeting. Your Company is maintaining cost recordsas specified by the Central Government under Section 148(1) of the Companies Act 2013.

A Certificate from M/s. M P R & Associates Cost Accountants hasbeen received to the effect that their appointment as Cost Auditor of your Company is inaccordance with the limits specified under Section 141 of the Companies Act 2013 and theRules framed thereunder.

Reporting of Frauds

During the year under review there was no instance of fraud whichrequired the Statutory Auditors to report to the Audit Committee and/or Board underSection 143(12) of the Companies Act 2013 and the rules made thereunder.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany appointed M/s. P.S. Rao & Associates Company Secretaries (Peer Review Number:P2001TL078000) to undertake the Secretarial Audit of your Company for the FY 2021-22. TheSecretarial Audit Report confirms that your Company has complied with the provisions ofthe Act Rules Regulations and Guidelines and that there were no deviations ornon-compliances. The Secretarial Audit Report is provided in ‘‘Annexure IN"to this Report.

Further we would like to clarify that the said Secretarial AuditReport does not contain any observations or qualifications or reservations or adverseremarks or disclaimers.

Compliance with Secretarial Standards

Your Company has devised proper systems to ensure compliance with theprovisions of all the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively. Duringthe year under review your Company has complied with the Secretarial Standards issued bythe Institute of Company Secretaries of India.

Directors & Key Managerial Personnel

The Board of directors of your Company has an optimum combination ofExecutive Non-Executive and Independent Directors including Women Directors.

i. Independent and Non-Executive Directors

In accordance with the provisions of Section 152 of the Companies Act2013 Mr. B. Mohan Krishna and Dr. Lanka Krishnanand Non-Executive Directors of yourCompany retire by rotation and being eligible have offered themselves for re-appointment.

In the opinion of the Board all the Independent Directors of yourCompany possess integrity experience expertise and the requisite proficiency requiredunder all applicable laws and the policies of your Company.

All the Independent Directors have given declarations stating that theymeet the criteria of independence as provided in Section 149(6) of the Companies Act 2013along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.There has been no change in the circumstances affecting their status as independentdirectors of your Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014 as amended all the IndependentDirectors of your Company have got their names included in the data bank of IndependentDirectors maintained with the Indian Institute of Corporate Affairs.

ii. Whole Time Directors & Other Key Managerial Personnel

During the year under review there was no change in the office(s) ofany Whole time Director.

During the year under review Mr. K V L N Sarma Chief OperationsOfficer resigned on 27th October 2021 following which your Company appointedMr. Praveen Jaipuriar as the Chief Executive Officer of your Company with effect from 29thOctober 2021.

iii. Directors and Officers Insurance (‘D&O?)

As per the requirements of Regulation 25(10) of the SEBI ListingRegulations your Company has taken D&O for all its directors and members of theSenior Management.

Meetings of the Board

Six meetings of the Board of Directors were held during the year. Thedetails of the Board and Committee meetings and Independent Directors' meeting are givenin the Corporate Governance Report which forms part of this Annual Report.

Your Company also adopted Governance Guidelines on Board Effectivenesswhich comprises the aspects relating to composition of board and committees terms ofdirectors nomination appointment development of directors code of conducteffectiveness of board and committees review and their mandates.

Committees

i. Audit Committee

Your Board has in place a duly constituted Audit Committee as per theprovisions of Section 177 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The composition attendance powers and roleof the Audit Committee are included in Corporate Governance Report which forms part ofthis Annual Report. All the recommendations made by the Audit Committee were accepted bythe Board of Directors.

ii. Other Committees

Apart from the Audit Committee the Board has also constituted thefollowing committees in accordance with the provisions of Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable whichare in place and are discharging their functions as per terms of reference entrusted bythe Board:

? Nomination and Remuneration Committee

? Stakeholders Relationship Committee

? Corporate Social Responsibility Committee

? Risk Management Committee

? Management Committee

The composition attendance powers and role of the Committees areincluded in Corporate Governance Report which forms part of this Annual Report.

Policy on Director?s Appointment and Remuneration and othermatters

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed in compliancewith Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and pursuant to Section 178 of the Companies Act 2013. The main object of thisCommittee is to identify persons who are qualified to become directors and who may beappointed in senior management of your Company recommend to the Board their appointmentand removal and shall carry out evaluation of every Director's performance recommend theremuneration package of both the Executive and the Non-Executive Directors on the Boardand also the remuneration of Senior Management one level below the Board. The Committeereviews the remuneration package payable to Executive Director(s) makes appropriaterecommendations to the Board and acts in terms of reference of the Board from time totime.

On the recommendation of the Nomination and Remuneration Committee theBoard has adopted and framed a Remuneration Policy for the Directors Key ManagerialPersonnel and other Employees pursuant to the provisions of the Companies Act 2013 andSEBI Listing Regulations and the same is enclosed as ‘‘Annexure IV'' and theRemuneration is posted on the website of your Company which may be accessed athttps://www. cclproducts.com/wp-content/uploads/2021/07/remuneration-policy.pdf

The remuneration determined for Executive/Non-Executive Directors issubject to the recommendation of the Nomination and Remuneration Committee and approval ofthe Board of Directors. The Non-Executive Directors are entitled to sitting fees for theBoard/Committee Meetings and profit based commission. The remuneration paid to Directorsand Key Managerial Personnel and all other employees is in accordance with theRemuneration Policy of your Company.

Neither the Managing Director nor any Whole Time Director of yourCompany has received any remuneration or commission from any of the subsidiaries of yourCompany.

Brief terms of Nomination and Remuneration Policy and other mattersprovided in Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations aredisclosed in the Corporate Governance Report which forms part of this Report.

(b) Familiarisation/ Orientation program for Independent Directors:

A formal familiarization program was conducted apprising the directorsof the amendments in the Companies Act rules prescribed thereunder SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and all other applicable lawsto your Company. All the directors were also apprised about the business activities ofyour Company.

It is the general practice of your Company to notify the changes in allthe applicable laws to the Board of Directors from time to time. The objective of theprogram is to familiarize Independent Directors on the Board with the business of yourCompany industry in which your Company operates business model challenges etc. throughvarious programs such as interaction with experts within your Company meetings with ourbusiness leads and functional heads on a regular basis.

The details of such familiarization programs for Independent Directorsare posted on the website of your Company which may be accessed athttps://www.cclproducts.com/wp-content/uploads/2021/07/Familiarization-programme-for-Independent-Directors.pdf

Annual Evaluation of Board Performance and Performance of itsCommittees and Individual Directors

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out theannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination and Remuneration and all othercommittees.

A structured questionnaire was prepared after taking into considerationinputs received from the Directors covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees board cultureexecution and performance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution independence of judgment safeguarding theinterest of your Company and its minority shareholders etc. The performance evaluation ofthe Independent Directors was carried out by the entire Board excluding the IndependentDirector being evaluated.

In a separate meeting of Independent Directors performance ofNon-Independent Directors the Board as a whole and the Chairman of your Company wasevaluated taking into account the views of the Executive Directors & Non-ExecutiveDirectors who also reviewed the performance of the Secretarial Department. The Nominationand Remuneration Committee reviewed the performance of individual directors on the basisof criteria such as the contribution of the individual director to the Board and Committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.

The Directors expressed their satisfaction with the evaluation process.

Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments made during the financialyear ended 31st March 2022 covered under the provisions of Section 186 of theCompanies Act 2013 read with Companies (Meetings of Board and its Powers) Rules 2014are given in the notes to the Financial Statements.

Fixed Deposits

Your Company has neither accepted nor renewed any fixed deposits fromthe public within the meaning of Section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014 and as such no principal or interest was outstandingas on the date of the Balance Sheet.

Capex

Your Company has spent an amount of ' 82.59 Crores towards its capitalexpenditure requirements. Directors? Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act 2013 your Directorsconfirm that to the best of their knowledge and belief and according to the informationand explanation obtained by them

i) In the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;

ii) Such accounting policies as mentioned in the notes to the financialstatements have been selected and applied consistently and judgments and estimates thatare reasonable and prudent made so as to give a true and fair view of the state of affairsof your Company at the end of the financial year 2021-22 and of the profit or loss of yourcompany for that period;

iii) Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of your Company and for preventing and detecting fraud andother irregularities;

iv) The annual accounts for the year 2021-22 have been prepared on agoing concern basis.

v) That proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively.

vi) That systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism as envisaged in the Companies Act 2013 the Rulesprescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is implemented through your Company's Whistle Blower Policy to dealwith instances of fraud and mismanagement if any in the Group. The Policy provides foradequate safeguards against victimization of employees who avail the mechanism and alsoprovides for direct access to the Chairman of the Audit Committee. The details of thePolicy are explained in the Corporate Governance Report and is also available on thewebsite of your Company which may be accessed athttps://www.cclproducts.com/wp-content/uploads/2021/07/whistle-blower-policv.pdf

The Whistle Blower Policy aims for conducting the affairs in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behavior. All the employees of your Company are covered under the WhistleBlower Policy.

Risk Management

Your Company has constituted a Risk Management Committee and formulateda policy on Risk Management in accordance with the Companies Act 2013 and Regulation 21of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to frameimplement and monitor the risk management plan for your Company. The Committee isresponsible for monitoring and reviewing the risk management plan and ensuring itseffectiveness. The Audit Committee has additional oversight in the area of financial risksand controls. The major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. Furthermoreyour Company has set up a robust internal audit function which reviews and ensuressustained effectiveness of internal financial controls by adopting a systematic approachto its work. The details of the Committee and its terms of reference are set out in theCorporate Governance Report forming part of the Board's Report. The Risk Management Policyof your Company is posted on the website of your Company which may be accessed athttps://www.cclproducts.com/wp-content/uploads/2021/07/risk- management-policy.pdf

Related Party Transactions

All related party transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course of business.There are no materially significant related party transactions made by your Company withits Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of your Company at large.

All related party transactions are placed before the Audit Committeeand also before the Board for approval. Prior omnibus approval of the Audit Committee isobtained as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015for the transactions which are foreseeable and repetitive in nature. Your Company hasdeveloped a Policy on Related Party Transactions for the purpose of identification andmonitoring of such transactions.

None of the transactions with related parties falls under the scope ofsection 188(1) of the Companies Act 2013. However as a matter of disclosure particularsof contracts or arrangements with related parties are provided in ‘‘Annexure V''in Form AOC-2 pursuant to section 134(3)(h) of the Act read with rule 8(2) of theCompanies (Accounts) Rules 2014 and forms part of this report.

The policy on materiality of related party transactions and dealings inrelated party transactions as approved by the Board is uploaded on the website which maybe accessed at https://www.cclproducts.com/wp-content/uploads/2021/07/policv-on-related-partv-transactions.pdf.

Disclosure under Regulation 34(3) read with Schedule V of the ListingRegulations Related Party disclosure as per Schedule V of the Listing Regulations

S.No In the accounts of Particulars Amount at the year ended 2021-22 Maximum amount outstanding during the year 2021-22
1 CCL Products (India) Limited (Holding Company) (i) Loans/advances to subsidiaries -Continental Coffee Private Limited (Wholly owned subsidiary) Rs 17.93 Crores (including interest) Rs 23.43 Crores (including interest)
(ii) Loans/advances to associates NA NA
(iii) Loans/advances to firms/ companies in which Directors are interested NA NA
2 CCL Products (India) Limited (Holding Company) Investment by the Loanee in the shares of parent company/ subsidiary company when the company has made a loan or advance NA NA

Policy on Material Subsidiaries

The Policy on Material Subsidiaries as per SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 as approved by the Board is uploaded on thewebsite of your Company which may be accessed at https://www.cclproducts.com/wp-content/uploads/2021/07/policv-on-material-subsidiarv.pdf.

Annual Return

In accordance with Section 134 (3) (a) of the Companies Act 2013 acopy of Annual Return in the prescribed format i.e. Form MGT-7 is placed on the website ofyour Company which may be accessed at: https://www.cclproducts.com/wp-content/uploads/2022/08/MGT-7-2021-22.pdf

Management Discussion & Analysis

Pursuant to the provisions of Regulation 34(2) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a report on ManagementDiscussion & Analysis is herewith annexed as "Annexure VI" to this report.

Change in the nature of business

There has been no change in the nature of business of your Companyduring the year under review. Transfer of amounts to Investor Education and ProtectionFund

Pursuant to the provisions of Section 124 (5) of the Companies Act2013 an amount of ' 763060/- pertaining to financial year 2013-14 which remainedunclaimed for a period of seven years had been transferred by your Company to the InvestorEducation and Protection Fund established by the Central Government during the financialyear 2021-22.

Transfer of unclaimed shares to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Companies Act 2013all shares in respect of which dividend has not been paid or claimed for seven consecutiveyears or more upto and including the financial year 2013-14 were transferred by yourCompany in the name of Investor Education and Protection Fund during the financial year2021-22 and the statement containing such details as may be prescribed is placed on thewebsite of your Company. Information in respect of unclaimed dividend and due dates fortransfer to the IEPF are given below:

Sl For the Financial year ended Percentage of Dividend Date of Declaration Due date for transfer to IEPF
1 2014-15 (Final) 75% 20.07.2015 23.09.2022
2 2015-16 (Interim dividend) 75% 11.03.2016 15.05.2023
3 2015-16 (Final) 50% 26.09.2016 30.11.2023
4 2016-17 (Final) 125% 11.07.2017 14.09.2024
5 2017-18 (Final) 125% 14.07.2018 17.09.2025
6 2018-19 (Interim dividend) 87.5% 23.03.2019 27.05.2026
7 2018-19 (Final) 87.5% 07.08.2019 11.10.2026
8 2019-20 (First interim dividend) 100% 27.01.2020 31.03.2027
9 2019-20 (Second interim dividend) 150% 26.02.2020 30.04.2027
10 2020-21 (Interim dividend) 100% 20.10.2020 24.12.2027
11 2020-21 (Final dividend) 100% 26.08.2021 30.10.2028
12 2021-22 (Interim dividend) 150% 19.01.2022 23.03.2029

Insurance

All properties and insurable interests of the Company have been fullyinsured.

Particulars of Employees

The information required pursuant to Section 197 of the Companies Actread with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of your Company is herewith annexed as "AnnexureVII" to this report.

Business Responsibility Report

A Business Responsibility Report as per Regulation 34 of the ListingRegulations detailing various initiatives taken by your Company on the environmentalsocial and governance front forms an integral part of this Annual Report.

Corporate Governance

Your Company has been making every endeavor to bring more transparencyin the conduct of its business. As per the requirements of Regulation 34 (3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a report on CorporateGovernance for the year 2021-22 and a Certificate from M/s. P.S .Rao & AssociatesPractising Company Secretaries is furnished which form part of this Annual Report.

Human Resources

Your Company considers its Human Resources as the key to achieve itsobjectives. Keeping this in view your Company takes utmost care to attract and retainquality employees. The employees are sufficiently empowered and such work environmentpropels them to achieve higher levels of performance. The unflinching commitment of theemployees is the driving force behind your Company's vision. Your Company appreciates thespirit of its dedicated employees.

Policy on Prevention Prohibition and Redressal of Sexual Harassment atWork place

Your Company strongly supports the rights of all its employees to workin an environment that is free from all forms of harassment. Your Company has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace as perthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules made thereunder. The policy aims to provide protectionto employees at the workplace and prevent and redress complaints of sexual harassment andfor matters connected or incidental thereto with the objective of providing a safeworking environment where employees feel secure. Your Company has also constituted anInternal Complaints Committee known as Anti Sexual Harassment Committee to address theconcerns and complaints of sexual harassment and to recommend appropriate action.

Your Company has not received any complaint on sexual harassment duringthe year.

Energy conservation technology absorption and foreign exchangeearnings and outgo

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as"Annexure VIM" to this report.

Significant and material orders passed by the regulators or courts

There are no significant or material orders passed by the Regulators /Courts which would impact the going concern status of your Company and its futureoperations.

Details of application made or any proceeding pending under theInsolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with their statusas at the end of the financial year:

No application was made or any proceedings pending under the IBC 2016during the year ended on 31st March 2022. Details of difference between amountof the valuation done at the time of one-time settlement and the valuation done whiletaking loan from the Banks or Financial Institutions along with the reasons thereof:

Not Applicable

Green initiative in Corporate Governance

The Ministry of Corporate Affairs (MCA) has taken a green initiative inCorporate Governance by allowing paperless compliances by the Companies and permitted theservice of Annual Reports and documents to the shareholders through electronic modesubject to certain conditions and your Company continues to send Annual Reports and othercommunications in electronic mode to the members who have registered their email addresseswith your Company/RTA.

Acknowledgments

Your Directors take this opportunity to express their sincereappreciation to the shareholders customers bankers suppliers and other businessassociates for the excellent support and co-operation extended by them.

Your Directors gratefully acknowledge the ongoing co-operation andsupport provided by the Central and State Governments Stock Exchanges SEBI RBI andother Regulatory Bodies.

For and on behalf of the Board
Sd/- Sd/-
Challa Srishant B. Mohan Krishna
Managing Director Executive Director
DIN:00016035 DIN:03053172
Place: Hyderabad Date : 05th August 2022

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