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CCL Products (India) Ltd.

BSE: 519600 Sector: Agri and agri inputs
NSE: CCL ISIN Code: INE421D01022
BSE 00:00 | 24 Sep 390.75 -7.80
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OPEN 402.00
PREVIOUS CLOSE 398.55
VOLUME 25906
52-Week high 495.00
52-Week low 225.00
P/E 31.26
Mkt Cap.(Rs cr) 5,199
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 402.00
CLOSE 398.55
VOLUME 25906
52-Week high 495.00
52-Week low 225.00
P/E 31.26
Mkt Cap.(Rs cr) 5,199
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

The Members

The Board of Directors are pleased to present the Company's 60th AnnualReport along with the Company's audited financial statements (standalone and consolidated)for the financial year ended 31 st March 2021

Financial Performance

Financial Results and Performance of Your Company for the year ended on 31st March2021 on a standalone and consolidated basis is summarized below:

(Rs in Lakhs)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from operations 77860 78871 122601 110521
Other Income 1647 3394 16447 3394
Total Income 79507 82265 124248 113915
(Rs in Lakhs)
Particulars 2020-21 2019-20
Revenue from operations 79507 82265
Profit for the year after meeting all expenses (before Interest Depreciation & Tax) 25316 34067
Less:
Interest 1572 1691
Depreciation and other write offs 2702 2543
Provision for Taxation 5173 5940
Net Profit 15869 23893

The turnover of the Company for the FY 2020-21 stood at Rs 79507 Lakhs and net Profitat` 15869 Lakhs as compared to Rs 82265 Lakhs and Rs 23893 Lakhs respectively for theFY 2019-20. Profit includes dividend received ( Rs 6217.95 Lakhs for FY 2020-21 and Rs13111.84 Lakhs for FY 2019-20) from Ngon Coffee Company Limited a wholly ownedsubsidiary of the Company.

Consolidated basis / Group level

(Rs in Lakhs)

Particulars 2020-21 2019-20
Revenue from operations 124248 113915
Profit for the year after meeting all expenses (before Interest Depreciation & Tax) 30115 29039
Less:
Interest 1696 1796
Depreciation and other write offs 4941 4712
Provision for Taxation 5252 5937
Net Profit 18226 16594

The turnover of the Group for the FY 2020-21 stood at Rs 124248 Lakhs and net profitat Rs 18226 Lakhs as compared to Rs 11915 Lakhs and Rs 16594 Lakhs respectively for theFY 2019-20.

Transfer of amount to General Reserve

No amount has been transferred to reserves during the year.

Dividend

Your Board of Directors has declared an interim dividend of Rs 2/- per equity share ofRs 2/- each in their meeting held on 20th October 2021. Further your Board hasrecommended a final dividend of Rs 2/- per equity share of ` 2/- each for the approval ofthe Members in their ensuing Annual General Meeting. Total dividend for the FY 2020-21year shall be Rs .4/- per equity share. Pursuant to the Finance Act 2020 dividend incomeis taxable in the hands of the shareholders w.e.f. 1st April 2020 and theCompany is required to deduct tax at source (TDS) from dividend paid to the Members atprescribed rates as per the Income-tax Act 1961.

The Register of Members and Share Transfer Books of the Company shall remain closedfrom 21st August 2021 to 26th August 2021 (both days inclusive)and Record Date is fixed th August 2021 for the purposeas20 of payment ofsaid Final dividend.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has framed a Dividend Distribution Policy and the same isherewith annexed as ‘Annexure I' to this report. The Dividend Distribution Policy isposted on the website of the Company and the web link is https://www.cclproducts.com/wp-content/uploads/2019/04/Dividend-Distribution-Policy.pdf

Amalgamation of CCL Beverages Private Limited with CCL Products (India) Limited

The members may note that pursuant to a Scheme of Amalgamation it is proposed to mergeCCL Beverages Private Limited with your Company. The transferor Company being a whollyowned subsidiary there would not be issue of any fresh shares towards consideration forthe said merger. Further the said Scheme upon approval by the Board of Directors of boththe Companies has received the requisite approvals of the Creditors and members ofrespective Companies. Necessary intimations have also been made to the Stock Exchanges(NSE and BSE) and other regulatory authorities in this regard. Further the Company hasnot received any Objections from any authority / department till date. The finalpetition seeking approval to the said Scheme has been filed with the Hon'ble NationalCompany Law Tribunal Amaravati Bench at Hyderabad and is pending for its disposal.

Material Changes and Commitments

Save and except the proposed merger which was initiated during the FY 2020-21 and isin progress during the current FY and the uncertain impact of Covid -19 as discussedelsewhere in this Report there were no material changes and commitments affecting thefinancial position of the Company that have occurred between the end of the Financial Year2020-21 of the Company and the date of the report.

Share Capital

During the year under review there was no change in the paid up share capital of theCompany. The paid-up Equity Share Capital of the Company as on 31st March 2021 wasRs.2660.56 Lakhs comprising of 133027920 equity shares of face value of Rs.2/- each.During the year under review your Company has neither issued any shares with differentialvoting rights nor has granted any stock options or sweat equity.

Subsidiaries

The Subsidiary Companies situated in India and Outside India continue to contribute tothe overall growth in revenues and overall performance of the Company. As of 31stMarch2021 your Company had following Wholly Owned subsidiaries

• Jayanti Pte Limited Singapore

• Continental Coffee SA (formerly Grandsaugreen SA) Switzerland

• Ngon Coffee Company Limited Vietnam

• Continental Coffee Private Limited India

• CCL Beverages Private Limited India

Performance of Subsidiaries

As per Rule 8 of Companies (Accounts) Rules 2014 a Report on the Financialperformance of the Subsidiaries Companies during the Financial Year ended March 31 2021is as mentioned below:

i. Jayanti Pte Limited (Singapore)

Jayanti Pte Limited is a wholly owned subsidiary of the Company incorporated inSingapore for the purpose of promoting instant coffee projects in various countries. Thisis only an investment Company hence no operational performance is reported.

ii. Continental Coffee SA (formerly Grandsaugreen SA) (Switzerland)

Continental Coffee SA is a wholly owned subsidiary of the Company incorporated inSwitzerland. This operates as an agglomeration and packing unit. Operational performanceof the Company in brief is hereunder:

( Rs in Lakhs)
Particulars 2020-21 2019-20
Revenue from operations 18429 13445
Profit for the year after meeting all expenses (before Interest Depreciation & Tax) 929 504
Less:
Interest 53 3
Depreciation and other write offs 97 100
Provision for Taxation 80 28
Net Profit/Loss 699 373

iii. Ngon Coffee Company Limited (Vietnam)

Ngon Coffee Company Limited is a wholly owned subsidiary of the Company incorporated inVietnam. This is an instant coffee manufacturing unit. Operational performance of theCompany in brief is hereunder:

( Rs in Lakhs)

Particulars 2020-21 2019-20
Revenue from operations 37436 26719
Profit for the year after meeting all expenses (before Interest Depreciation & Tax) 10591 7822
Less:
Interest 37 17
Depreciation and other write offs 2075 2001
Provision for Taxation (8) 25
Net Profit/Loss 8487 5779

iv. Continental Coffee Private Limited

Continental Coffee Private Limited is a wholly owned subsidiary of the Company whichhas been established with an objective of promoting instant coffee brands of the Companyin the domestic market. Operational performance of the Company in brief is hereunder:

Particulars 2020-21 2019-20
Revenue from operations 13395 7717
Profit for the year after meeting all expenses (before Interest Depreciation & Tax) (366) (190)
Less:
Interest 176 92
Depreciation and other write offs 68 68
Provision for Taxation 10 (1)
Net Profit/Loss (620) (349)

v. CCL Beverages Private Limited

CCL Beverages Private Limited is a wholly owned subsidiary of the Company incorporatedin India with an objective to implement agglomeration and packing project at KuvvakolliVillage. However with a view to consolidate the project and ensuing operations with thatof its parent Company the Board of Directors of both the Companies decided to merge CCLBeverages Private Limited with CCL Products (India) Limited and approved the Scheme ofAmalgamation. Further details of the said merger and the current status thereof areprovided elsewhere in this Report.

The statement containing the salient features of the financial statement ofsubsidiaries as per sub-section (3) of Section 129 of the Companies Act 2013 in FormAOC-1 is herewith annexed as ‘Annexure II' to this report.

Consolidated Financial Statements

The Consolidated Financial Statements are prepared in accordance with Indian AccountingStandards (Ind AS) as per the Companies (Indian Accounting Standards) Rules 2015 notifiedunder Section 133 of the Companies Act 2013 and other relevant provisions of theCompanies Act 2013.

The Consolidated Financial Statements for the financial year ended March 31 2021 formspart of the Annual Report.

Further we undertake that the Annual Accounts of the subsidiary Companies and therelated detailed information will be made available to the shareholders and to theshareholders of the subsidiary companies seeking such information at any point of time.Further the Annual Accounts of the subsidiary Companies shall also be kept for inspectionby any shareholder at our Registered office and that of the subsidiary Companies

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of subsidiaries are available on thewebsite of the Company at www.cclproducts.com

The policy for determining material subsidiaries of the Company has been provided inthe following link: https://www.cclproducts.com/wp-content/uploads/2019/04/policy-on-material-subsidiary.pdf

Companies which have become or ceased to be its Subsidiaries joint ventures orassociate companies during the year

The Company does not have any associate or joint venture Company falling within thedefinition under the Companies Act 2013. Further during the year under review there wasno instance where any of the existing wholly owned subsidiaries of the Company have ceasedas such or any company has become its subsidiary. Thus there was no change in the list ofwholly subsidiaries of the Company.

Listing of Equity Shares

The Company's equity shares are listed on the following Stock Exchanges:

(i) BSE Limited Phiroze JeeJeebhoy Towers Dalal Street Mumbai-400 001 MaharashtraIndia; and

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

The Company has paid the Annual Listing Fees to the said Stock Exchanges for theFinancial Year 2021-22.

COVID-19 and its impact

The impact of COVID-19 on the Company is being closely reviewed with the Management bythe Board from time to time. Your Company had temporarily suspended operations at itsPlants and other locations as per the directives given by the Central and State Governmentand keeping in view the safety of work force. After seeking necessary approvals from theGovernment authorities and adopting social distancing norms ensuring utmost safety ofemployees operations were recommenced at the Plants and other locations. Howeverdispatches were affected due to restriction on movement of finished products to the portsfor exports towards the end of the financial year. The Company's products viz. CoffeeTea and Pepper are meant for daily consumption in households and ‘out-of home' andthe Management anticipates slowdown in some geographies in the short term especially inthe ‘out-of-home' consumption due to COVID-19 pandemic. The management is keeping aclose watch on any likely impact of second wave of the pandemic which has recentlyreceded and the apprehended outbreak of third wave. The Company's Wholly-owned Subsidiaryviz. Ngon Coffee Company Limited at Vietnam is operating smoothly without anydisruptions. The Board and the Management shall keep a continuous vigil to closely monitorthe situation as it evolves and do its best to take all necessary measures in theinterest of all stakeholders of the Company.

Corporate Social Responsibility

The Company as part of its Corporate Social Responsibility (CSR) initiative undertookmany projects like promotion of education in rural areas infrastructure and sanitationdevelopment welfare of girl child facilitating pure drinking water to the identifiedrural areas in and around the factories situated at Guntur District and Chittoor Districtof Andhra Pradesh and also women empowerment and youth skill development programmes inrural areas around Hyderabad.

The Company has a Policy on Corporate Social Responsibility (CSR). The Annual Report onCSR activities as per the Companies (Corporate Social Responsibility Policy) Rules 2014is annexed herewith as ‘Annexure III' to this report. The CSR Policy is posted on thewebsite of the Company and the web link ishttps://www.cclproducts.com/wp-content/uploads/2019/04/csr-policy.pdf

Further pursuant to the provisions of Section 135 of the Companies Act 2013 yourCompany was required to spend an amount of Rs 418.78 Lakhs towards CSR Activities.

Your management feels proud to mention that for the financial year ended 31st March2021 your Company has spent a total amount of Rs 436.15 Lakhs towards various CSRactivities which was in excess of the mandatorily prescribed limit.

Internal Control Systems & their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of frauds and errors accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures.

Statutory Auditors & their Report

The Shareholders in their meeting held on 11th July 2017 (56th AGM)appointed M/s. Ramanatham & Rao Chartered Accountants Hyderabad as the StatutoryAuditors of the Company to hold office as such till the conclusion of 61st Annual GeneralMeeting.

The Statutory Auditors shall continue to hold their office as such for the ensuing FY.

Further the Statutory Auditor's report does not contain any qualificationsreservations adverse remarks or disclaimers.

The Statutory Auditors attended the AGM held on 24th July 2020.

Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee havere-appointed M/s. Ramesh & Co. Chartered Accountants Hyderabad as the InternalAuditors of your Company. The Internal Auditors are submitting their reports on quarterlybasis.

Cost Auditors

In accordance with Section 148(3) and other applicable provisions if any of theCompanies Act 2013 and The Companies (Audit and Auditors) Rules 2014 the Audit Committeehas recommended and the Board of Directors had appointed M/s. Kapardi & AssociatesCost Accountants Hyderabad being eligible and having sought re-appointment as CostAuditors of the Company to carry out the cost audit of the products manufactured by theCompany during the financial Rs 200000/-. The remuneration payable to the cost auditoris required to be placed before the members in the general meeting for their ratification.Accordingly a resolution seeking members ratification for the remuneration payable to

M/s. Kapardi & Associates Cost Accountants is included in the Notice conveningthe Annual General Meeting.

The Company is maintaining cost records as specified by the Central Government underSection 148(1) of the Companies Act 2013.

A Certificate from M/s. Kapardi & Associates Cost Accountants has been receivedto the effect that their appointment as Cost Auditor of the Company is in accordance withthe limits specified under Section 141 of the Companies Act 2013 and the Rules framedthereunder.

Reporting of Frauds

During the year under review there was no instance of fraud which required theStatutory Auditors to report to the Audit Committee and /or Board under Section 143(12) ofthe Companies Act 2013 and the rules made thereunder.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company appointedM/s. P.S.Rao & Associates Company Secretaries to undertake the Secretarial Audit ofthe Company for the FY 2020-21. The Secretarial Audit Report confirms that the Company hascomplied with the provisions of the Act Rules Regulations and Guidelines and that therewere no deviations or non-compliances. The Secretarial Audit Report is attached here withat ‘Annexure - IV' to this Report.

Further we would like to clarify that the said Secretarial Auditor does not containany observation or qualification or reservations or adverse remarks or disclaimers.

Compliance with Secretarial Standards on Board and Annual General Meetings

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively. During the year underreview the Company has complied with secretarial standards issued by the Institute ofCompany Secretaries of India

Directors & Key Managerial Personnel

The Board of directors of the Company has an optimum combination of ExecutiveNon-Executive and Independent Directors with one woman Independent Director.

i. Independent and Non-Executive Directors

In accordance with the provisions of Section 152 of the Companies Act 2013 Dr. LankaKrishnanand and Mr. B. Mohan Krishna retired by rotation and were reappointed to theoffice of Director of the Company in the previous AGM held on 24.07.2020. Further Ms.Challa Shantha Prasad and Mr. K.K. Sarma Non-Executive Directors of the Company retire byrotation in the ensuing AGM and being eligible have offered themselves forre-appointment.

In the opinion of the Board all the Independent directors of the Company possessintegrity experience expertise and the requisite proficiency required under allapplicable laws and the policies of the Company.

All the Independent Directors have given declarations stating that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 alongwith Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There hasbeen no change in the circumstances affecting their status as independent directors of theCompany.

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 Company have enrolled their namesin the data bank of Independent Directors maintained with the Indian Institute ofCorporate Affairs.

ii. Whole Time Directors & Other Key Managerial Personnel

During the year under review there was no change in the office(s) of any Whole timeDirector or any Key Managerial Personnel of the Company.

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

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations theCompany has taken D&O for all its Directors and members of the Senior Management.

Meetings of the Board

Four meetings of the Board of Directors were held during the year. The details of theBoard and Committee meetings and Independent Directors' meeting are given in the CorporateGovernance Report which form part of this Annual Report.

The Company has also adopted Governance Guidelines on Board Effectiveness whichcomprises the aspects relating to Composition of Board and Committees Terms of DirectorsNomination Appointment Development of Directors Code of Conduct Effectiveness of Boardand Committees review and their mandates.

Committees

Audit Committee

The Board has in place a duly constituted Audit Committee as per the provisions ofSection 177 of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The composition attendance powers and role of the AuditCommittee are included in Corporate Governance Report which forms part of this AnnualReport. All the recommendation made by the Audit Committee were accepted by the Board ofDirectors.

Other Committees

Apart from the Audit Committee the Board has also constituted the followingcommittees in accordance with the provisions of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as applicable which are inplace and discharging their functions as per terms of reference entrusted by the 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 are included inCorporate Governance Report which forms part of this Annual Report.

Policy on Director's Appointment and Remuneration and other matters

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed in compliance with Regulation19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andpursuant to Section 178 of the Companies Act 2013. The main object of this Committee isto identify persons who are qualified to become directors and who may be appointed insenior management of the Company recommend to the Board their appointment and removal andshall carry out evaluation of every Director's performance recommend the remunerationpackage of both the Executive and the Non-Executive Directors on the Board and also theremuneration of Senior Management one level below the Board. The Committee reviews theremuneration package payable to Executive Director(s) makes apporopriate recommendationsto the Board and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee the Board hasadopted and framed a Remuneration Policy for the Directors Key Managerial Personnel andother Employees pursuant to the provisions of the Companies Act 2013 and SEBI ListingRegulations.

The remuneration determined for Executive/Non-Executive Directors is subject to therecommendation of the Nomination and Remuneration Committee and approval of the Board ofDirectors. The Non-Executive Directors are compensated by way of profitsharing Commissionand the Non-Executive Directors are entitled to sitting fees for the Board/CommitteeMeetings. The remuneration paid to Directors Key Managerial Personnel and all otheremployees is in accordance with the Remuneration Policy of the Company.

Neither the Managing Director nor any Whole Time Director of the Company received anyremuneration or commission from any of its Subsidiaries.

Brief terms of Nomination and Remuneration Policy and other matters provided in Section178(3) of the Act and Regulation 19 of SEBI Listing Regulations have been disclosed in theCorporate Governance Report which forms part of this Report.

(b) Familiarisation/Orientation program for Independent Directors: A formalfamiliarization programme was conducted about the amendments in the Companies Act Rulesprescribed thereunder SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and all other applicable laws to the Company.

It is the general practice of the Company to notify the changes in all the applicablelaws to the Board of Directors from time to time The objective of the program is tofamiliarize Independent Directors on our Board with the business of the Company industryin which the Company operates business model challenges etc. through various programssuch as interaction with experts within the Company meetings with our business leads andfunctional heads on a regular basis.

The details of such familiarization programmes for Independent Directors are posted onthe website of the Company and web link ishttps://www.cclproducts.com/wp-content/uploads/2019/04/familiarization-programme-for-independentdirectors.pdf

Annual Evaluation of Board Performance and Performance of its Committees and IndividualDirectors

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration and all otherCommittees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board excluding the Independent Director beingEvaluated.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of the Executive Director and NEDs. who also reviewed the performance ofthe Secretarial Department. The NRC reviewed the performance of individual directors onthe basis of criteria such as the contribution of the individual director to the Board andCommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution 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 Financial Year ended 31stMarch 2021 covered under the provisions of Section 186 of the Companies Act 2013 readwith Companies (Meetings of Board and its Powers) Rules 2014 are given in the notes tothe Financial Statements.

Fixed Deposits

Your Company has neither accepted nor renewed any fixed deposits from the public withinthe meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014 and as such no principal or interest was outstanding as on the dateof the Balance sheet.

Directors' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationobtained by them

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii) Such accounting policies as mentioned in the notes to the financial statements havebeen selected and applied consistently and judgments and estimates that are reasonable andprudent made so as to give a true and fair view of the state of affairs of the company atthe end of the financial year 2020-21 and of the profit or loss of the company for thatperiod;

iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

iv) The annual accounts for the year 2020-21 have been prepared on a going concernbasis.

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

vi) That systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism as stipulated in the Companies Act 2013 the Rules prescribedthereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is implemented through the Company's Whistle Blower Policy in order to deal withinstances 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 also posted on the website ofthe Company and the web link is https://www.cclproducts.com/wp-content/uploads/2019/04/whistle-blower-policy.pdf

The Whistle Blower Policy aims for conducting the affairs in a fair and transparentmanner by adopting highest standards of professionalism honesty integrity and ethicalbehavior. All employees of the Company are covered under the Whistle Blower Policy.

Risk Management

The Company has constituted a Risk Management Committee and formulated a policy on theRisk Management in accordance with the Companies Act 2013 and Regulation 21 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 to frame implementand monitor the risk management plan for the Company. The Committee is responsible formonitoring and reviewing the risk management plan and ensuring its effectiveness. TheAudit Committee has additional oversight in the area of financial risks and controls. Themajor risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. Furthermore your Company has set up arobust internal audit function which reviews and ensures sustained effectiveness ofinternal financial controls by adopting a systematic approach to its work. The details ofCommittee and its terms of reference are set out in the Corporate Governance Reportforming part of the Board's Report. The Risk Management Policy of the Company is posted onthe website of the Company and the web link ishttps://www.cclproducts.com/wp-content/uploads/2019/04/risk-management-policy.pdf

Related Party Transactions and particulars of contracts or arrangements with relatedparties

All the related party transactions that were entered into during the financial yearwere on an arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions undertaken by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

All the related party transactions are placed before the Audit Committee and alsobefore the Board for their respective approval. Omnibus approval of the Audit Committee isobtained as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015for the transactions which can be foreseen and are repetitive in nature. The 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 of section 188(1)of the Companies Act 2013. Particulars of contracts or arrangements with related partiespursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)Rules 2014 are given in ‘Annexure V' in Form AOC-2 and forms part of this report.

The policy on Related Party Transactions as approved by the Board is uploaded on thewebsite of the Company and the web link ishttps://www.cclproducts.com/wp-content/uploads/2019/04/policy-on-related-party-transactions.pdf

Disclosure under Regulation 34(3) read with Schedule V of the Listing Regulations

Related Party disclosure as per Schedule V of the Listing Regulations

S.No In the accounts of Particulars Amount at the year ended 2020-21 Maximum amount outstanding during the year 2020-21
1 CCL Products (India) Limited (Holding Company) (i) Loans/advances to subsidiaries Continental Coffee Private Limited Rs 23.43 Crores Rs 23.43 Crores
(Wholly owned subsidiary) (including interest) (including interest)
(ii) Loans/advances to associates NA NA
(iii) Loans/advances to firms/ companies in which Directors are interested Nil Nil
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 Obligations and DisclosureRequirements) Regulations 2015 as approved by the Board is uploaded on the website of theCompany and the web link is https://www.cclproducts.com/wp-content/uploads/2019/04/policy-on-material-subsidiary.pdf

Annual Return

In accordance with Section 134 (3) (a) of the Companies Act 2013 a copy of AnnualReturn in the prescribed format i.e. Form MGT -7 is placed on the website of the Companyand may be accessed at Link: https://www.cclproducts.com/wp-content/uploads/2021/08/MGT-7-2020-21.pdf

Management Discussion & Analysis

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a report on Management Discussion &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 the Company during the year underreview.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 (5) of the Companies Act 2013 an amount ofRs.390100/- pertaining to financial year 2012-13 which remained unclaimed for a periodof seven years has been transferred by the Company to the Investor Education andProtection Fund established by the Central Government during the financial year 2020-21.

Transfer of unclaimed shares to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Companies Act 2013 all the shares inrespect of which dividend has remained unpaid or unclaimed for a period of sevenconsecutive years or more upto and including the financial year 2012-13 were transferredby the Company to Investor Education and Protection Fund during the financial year 2020-21and the statement containing such details as prescribed is placed on the website of theCompany.

Information in respect of unclaimed dividend and due dates for transfer to the IEPF aregiven below:

Sl For the Financial year ended Percentage of Dividend Date of Declaration Due date for transfer to IEPF
1 2013-14 (Final) 60% 19.07.2014 22.09.2021
2 2014-15 (Final) 75% 20.07.2015 23.09.2022
3 2015-16 (Interim dividend) 75% 11.03.2016 15.05.2023
4 2015-16 (Final) 50% 26.09.2016 30.11.2023
5 2016-17 (Final) 125% 11.07.2017 14.09.2024
6 2017-18 (Final) 125% 14.07.2018 17.09.2025
7 2018-19 (Interim dividend) 87.5% 23.03.2019 27.05.2026
8 2018-19 (Final) 87.5% 07.08.2019 11.10.2026
9 2019-20 (First interim dividend) 100% 27.01.2020 31.03.2027
10 2019-20 (Second interim dividend) 150% 26.02.2020 30.04.2027
11 2020-21 (Interim dividend) 100% 10.10.2020 24.12.2027

Insurance

All properties and insurable interests of the Company have been fully insured.

Particulars of Employees

The information required pursuant to Section 197 of the Companies Act read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is herewith annexed as "Annexure VII" tothis report.

Business Responsibility Report

A Business Responsibility Report as per Regulation 34 of the Listing Regulationsdetailing various initiatives taken by the Company on the environmental social andgovernance front forms an integral part of this Annual Report.

Corporate Governance

The Company has been making every endeavor to bring more transparency in the conduct ofits business. As per the requirements of Regulation 34 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a report on Corporate Governance for theyear 2020-21 and a Certificate from M/s. P S Rao & Associates Practising CompanySecretaries is furnished which form part of this Annual Report.

Human Resources

Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.

Policy on Prevention Prohibition and Redressal of Sexual Harassment at Work place:

Your Company strongly supports the rights of all its employees to work in anenvironment free from all forms of harassment. The Company has adopted a Policy onPrevention Prohibition and Redressal of Sexual Harassment at workplace as per theprovisions 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. The Company has also constituted anInternal Complaint Committee known as Anti Sexual Harassment Committee to address theconcerns and complaints of sexual harassment and to recommend appropriate action.

The Company has not received any complaint on sexual harassment during the year.

Energy conservation technology absorption and foreign exchange earnings and outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as ‘AnnexureVIII' 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 whichwould impact the going concern status of the Company and its future operations.

Details of application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year alongwith their status as at the end ofthe financial year:

Neither any application was made nor any proceedings are pending under the IBC 2016during the year ended on 31st March 2021.

Details of difference between amount of the valuation done at the time of one timesettlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof: Not Applicable

Acknowledgments

Your Directors take this opportunity to express their sincere appreciation to theshareholders customers bankers suppliers and other business associates for theexcellent support and cooperation extended by them.

Your Directors gratefully acknowledge the ongoing co-operation and support provided bythe Central and State Governments Stock Exchanges SEBI RBI and other Regulatory Bodies.

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For and on behalf of the Board
CCL Products (India) Limited
Sd/-
Place: Hyderabad Challa Rajendra Prasad
Date: 29th July 2021 Executive Chairman
DIN : 00702292

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