ccl products india ltd Directors report

The Members

The Board of Directors are pleased to present your Companys report on business and operations along with the audited financial statements (standalone and consolidated) for the financial year ended March 31,2023.

Financial Performance

The financial results and performance of your Company for the year ended on March 31,2023 on Standalone and Consolidated Basis is summarized below:

Standalone Basis

(Rs in Lakhs)

Particulars	2022-2023	2021-2022
Revenue from operations	133525	92294
Profit for the year (before Interest, Depreciation & Tax)	26497	22826
Less:
Interest	2597	1380
Depreciation	3508	3077
Provision for Taxation (including deferred tax)	3599	5649
Net Profit	16793	12720

For the financial year 2022-23, your Company recorded a turnover of Rs 133525 Lakhs and earned a net profit of Rs 16793 Lakhs as compared to the previous years turnover of Rs 92,294 Lakhs and net profit of Rs 12720 Lakhs. Profit includes dividend received (Rs 3723.69 Lakhs for FY 2022-23 and Rs 2634.30 Lakhs for FY 202122) from M/s. Ngon Coffee Company Limited, wholly owned subsidiary of your Company.

Consolidated basis

(Rs in Lakhs)

Particulars	2022-2023	2021-2022
Revenue from operations	207122	146203
Profit for the year (before Interest, Depreciation & Tax)	40310	33516
Less:
Interest	3440	1636
Depreciation	6370	5746
Provision for Taxation (including deferred tax)	3612	5699
Net Profit	26888	20435

For the financial year 2022-23, on a consolidated basis, your Company recorded a turnover of Rs 207122 Lakhs and net profit of Rs 26888 Lakhs as compared to previous years turnover of Rs 146203 Lakhs and net profit of Rs 20435 Lakhs.

Transfer of amount to General Reserve

No amount has been transferred to reserves during the year.

Capex

Your Company has spent an amount of Rs 75.52 Crores towards its capital expenditure requirements.

Business Review

Despite the increasing recessionary trends and unstable global political scenarios, your Company continued to grow at a healthy pace. This growth has been driven by all product types in our portfolio and has been spread across all geographies. During the year under review, your Company has secured the business of a few prestigious new customers. The inclusion of their brands in its portfolio has given further confidence to the innovation and R&D efforts. Capacity expansion at Ngon Coffee Company Limited, Vietnam has been completed and the additional capacity been operating at 50% utilization, driving the growth further.

The branded business in domestic market has been growing consistently and is firmly entrenched as one of the top 3 coffee brands in India. The brand has generated strong awareness among consumers, backed by an above-the-line marketing campaigns and below-the-line sampling activities. New products and variants were launched to cater to different market segments, including the launch of ‘Continental Greenbird products in the plant-based meat product category.

Acquisition of brands

With an objective of gaining more penetration and access in European coffee markets with the help of locally popular brands, your Company has acquired Percol, Rocket Fuel, Plantation Wharf, The London Blend, Perk Up and Percol Fusion from Food Brands Group, a subsidiary of Lofbergs Group, UK. The agreement helps accelerate your Companys strategy in expanding the manufacturing and distribution of FMCG products globally. Percol is a much-loved progressive brand, launched in 1987 which achieved several notable milestones and has stood for sustainability all along. The Percol product range currently comprises of Instant Coffee, Roast & Ground Coffee and Coffee Bags. Further, ‘ROCKETFUEL, one of the most successful brands, was co-developed by Food Brands Group along with CCL. Eventually Food Brands has created an exceptional brand position and reputation for premium products with an impressive level of product listings with the UKs leading supermarket chains, thus providing your Company a readily available market for its various products.

Global Coffee Scenario

The Global Coffee Market size is estimated at $126.17 billion in 2023, and it is expected to reach $158.89 billion by 2028, growing at a CAGR of 4.72% during the forecast period (2023-2028) (Mordor Intelligence).

According to the International Coffee Organisation (ICO), world coffee production was reported at 171.3 million bags in 2022-23, up from 168.5 million bags in coffee year 2021-22. On the other hand, world coffee consumption was at 178.5 million bags in 2022-23 up from 175.6 million bags in coffee year 2021-22. Due to consecutive years of shortfalls and a further shortfall anticipated in 2023-24, coffee prices have witnessed a sharp increase across all origins. In this backdrop, decelerating global economic growth rates coupled with sticky inflationary pressures will have a strong impact on coffee consumption for the upcoming year 2023-24.

Dividend

As you are aware, an interim dividend of Rs 3/- per equity share (face value Rs 2/- per share) was paid during the FY 2022-2023. Further your Board of Directors have recommended a final dividend of Rs 2.5/- per equity share of Rs 2/- each in their meeting held on May 16, 2023, which shall be subject to the approval of the Members in the forthcoming Annual General Meeting. If aggregated, total dividend for the financial year 2022-23 shall stand at Rs 5.5/- per equity share. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders w.e.f. April 1,2020 and your Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

The record date for the purpose of payment of final dividend for the financial year ended March 31,2023 shall be August 11,2023.

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

Demerger / Scheme of Arrangement

As you are aware, Continental Coffee Private Limited, a WOS of CCL Products (India) Limited has two divisions namely, Marketing and Distribution of Coffee and FMCG Products division (Coffee division) and the Food and Beverage Kiosks including ‘Coffee on Wheels (F & B division). During the year under review, CCL Products (India) Limited (the Resulting Company) and Continental Coffee Private Limited (the Demerged Company) entered into a Scheme of Arrangement whereby the coffee division of the Demerged Company shall be demerged into the Resulting Company, effective 01.10.2022, being the Appointed Date. Considering various advantages that would endure upon the proposed demerger, such as dedicated focus on their respective business, insulation from each others business risks, enhancement of shareholders value, greater economies of scale and efficient utilization of resources, the Board of Directors of both the said Companies, in their respective Meetings, have approved the said Scheme. Further, the respective secured creditors and unsecured creditors have also provided their consents / No Objections to the said Scheme.

Subsequently, both the said Companies have made applications with the Honble National Company Law Tribunals (NCLT), seeking directions for / dispensations from convening Meetings of shareholders and creditors for their respective Companies. The Honble NCLTs have allowed the applications and dispensed with the requirement of holding Meetings of shareholders and creditors. Further, requisite petitions have been filed with the respective NCLTs seeking their sanction to the proposed Scheme of Arrangement. The matter is listed for hearing and remains to be disposed off as on date.

Material Changes and Commitments

Save and except as discussed and stated in this Report, there were no material changes and commitments affecting the financial position of your Company that have occurred between the end of the Financial Year 2022-23 and the date of this report.

Share Capital

During the year under review, there was no change in the paid-up share capital of your Company. The paid- up Equity Share Capital of your Company as on March 31,2023 stood at Rs 2660.56 Lakhs, comprising of 13,30,27,920 equity shares of face value of Rs 2/- each. During the year under review, your Company has neither issued any shares with differential voting rights or sweat equity.

However, during the year under review, 264750 options have been granted pursuant to the CCL Employee Stock Option Scheme - 2022, which shall be convertible into equal number of shares, subject to fulfillment of certain conditions, as laid in the said Scheme.

Employee Stock Options:

Share based employee benefits are an effective mode aimed at promoting the culture of employee ownership, creating long term wealth in their hands which also helps the organisation to attract, motivate and retain the employees in the competitive environment and to reduce the employees retention rate in the organization.

With the said objective, your Company, pursuant to the resolutions passed by the Board of Directors on August 5, 2022, and by the Shareholders on August 30, 2022, adopted a Scheme under the name and style "CCL Employee Stock Option Scheme - 2022" (the CCL Scheme 2022/ the Scheme) for the eventual benefits of its employees and the employees of its subsidiaries. A Trust under the name and style "CCL Employees Trust" has been formed in this regard, inter alia, for the purpose of administration of the Scheme. Your Company, pursuant to the said Scheme may grant upto a maximum of 4 Lakhs options convertible into equal number of Equity shares of Rs 2/- each, in one or more tranches. Upon exercise and payment of the exercise price, the option holder will be entitled to one Equity Share per employee stock option.

During the year, 264750 options have been granted to the employees of your Company / employees of subsidiary(ies).

Further, information pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder and details of the Scheme as specified in Part F of Schedule - I of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are provided as Annexure I to this Report and also available on Companys website and may be accessed at https://www.cclproducts.com/wp-content/uploads/2023/07/ESQP-disclosure- pursuant-to-SEBI-SBEB-Regulations-2021.pdf

Further, your Company has framed a Policy with respect to the death or permanent incapacity of an employee, subject to compliance with applicable laws and the same may be accessed at https://www.cclproducts.com/ wp-content/uploads/2023/07/Policv-for-death-and-disablement-as-per-CCL-ESQP-Scheme-2022.pdf

Further, it is confirmed that the Scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and during the year under review there were no material changes in the Scheme.

Certificate from M/s. P.S. Rao & Associates, Company Secretaries, Secretarial Auditors of your Company confirming that the scheme has been implemented in accordance with the SEBI Regulations will be placed at the forthcoming Annual General Meeting and on the website of your Company for inspection by the members.

Subsidiaries

The subsidiary companies situated in India and outside India continue to contribute to the business and overall performance of your Company. As of March 31,2023, your Company has the following wholly owned subsidiaries:

1. Jayanti Pte Limited (Singapore)

2. Continental Coffee Sa (Switzerland)

3. Ngon Coffee Company Limited (Vietnam)

4. Continental Coffee Private Limited (India)

5. CCL Food and Beverages Private Limited (India) (incorporated during the FY 2022-23)

Performance and contribution of each of the Subsidiaries

As per Rule 8 of Companies (Accounts) Rules, 2014, a report on the financial performance of the subsidiary companies during the financial year ended March 31,2023 is summarized below:

i. Jayanti Pte Limited (Singapore)

Jayanti Pte Limited is a wholly owned subsidiary of your Company incorporated in Singapore to act as an investment vehicle for your Company, hence no operational performance is reported.

ii. Continental Coffee SA (Switzerland)

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

(Rs in Lakhs)]

Particulars	2022-2023	2021-2022
Revenue from operations	29642	21807
Profit for the year (before Interest, Depreciation & Tax)	1461	905
Less:
Interest	110	79
Depreciation	105	90
Provision for Taxation	38	31
Net Profit	1208	705

iii. Ngon Coffee Company Limited (Vietnam)

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

(Rs in Lakhs))

Particulars	2022-2023	2021-2022
Revenue from operations	64724	45125
Profit for the year (before Interest, Depreciation & Tax)	17655	12928
Less:
Interest	547	81
Depreciation	2498	2443
Provision for Taxation	-	-
Net Profit	14610	10404

iv. Continental Coffee Private Limited

Continental Coffee Private Limited is a wholly owned subsidiary of your Company, incorporated in India, established with an objective of promoting instant coffee brands of your Company in the domestic market. It has two divisions namely, Marketing and Distribution of Coffee and FMCG Products division (Coffee division) and the Food and Beverage Kiosks including ‘Coffee on Wheels (F & B division). As stated elsewhere in this Report, it is proposed to demerge the Coffee division into your Company. The operational performance of the Company, in brief, is hereunder:

(Rs in Lakhs))

Particulars	2022-2023	2021-2022
Revenue from operations	20885	17376
Profit for the year (before Interest, Depreciation & Tax)	(1281)	(319)
Less:
Interest	305	239
Depreciation	260	136
Provision for Taxation	6	14
Net Profit/Loss	(1852)	(708)

v. CCL Food and Beverages Private Limited

CCL Food and Beverages Private Limited is a wholly owned subsidiary of your Company, incorporated in India on September 07, 2022. The Company was incorporated with an objective of augmenting the current set of capacities of your Company. The Company is yet to commence its commercial operations. The performance of the Company, in brief, is hereunder:

(Rs in Lakhs))

Particulars	2022-2023
Revenue from operations	-
Profit for the year (before Interest, Depreciation & Tax)	(11.08)
Less:
Interest	0.56
Depreciation and other write offs
Provision for Taxation	-
Net Profit/Loss	(11.64)

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

Consolidated Financial Statements

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

The Consolidated Financial Statements for the financial year ended March 31,2023 forms part of the Annual Report.

Further, we undertake that the annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders seeking such information at any point of time. Further, the annual accounts of the subsidiary companies shall also be kept open for inspection by 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 statements of your Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of your Company at www.cclproducts.com.

The policy for determining material subsidiaries is available on the website 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 the Subsidiaries, joint ventures or associate companies during the year:

Your Company does not have any associate or joint venture Company falling within the definition under the Companies Act, 2013. During the year under report, your Company has incorporated a wholly owned subsidiary under the name and style "CCL Food and Beverages Private Limited" on September 7, 2022. There was no other change in the list of subsidiaries of your Company.

Listing of Equity Shares

Your Companys equity shares are listed on the following Stock Exchanges:

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

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

Your Company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2023-24.

Corporate Social Responsibility

Your Company, as part of its Corporate Social Responsibility (CSR) initiative, undertook and supported activities like contributions to old age homes, orphanages, promotion of education and health care activities, facilitating infrastructural and rural development to the identified rural areas in Anantapur District and also around the factories situated at Guntur District and Tirupati District of Andhra Pradesh including setting up of R.O plants for providing safe drinking water and also environmental preservation in rural areas around Hyderabad and Tirupati.

Your Company has a Policy on Corporate Social Responsibility (CSR). The Annual Report on CSR activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure III to this report. The CSR Policy is posted on the website of your Company and the web link is https://www.cclproducts.com/wp-content/uploads/2021/07/csr-policy.pdf

Further, pursuant to the provisions of Section 135 of the Companies Act, 2013 your Company was required to spend an amount of W 461.63 Lakhs towards CSR Activities.

Your management feels proud to mention that for the financial year ended March 31,2023, your Company has spent a total amount of W 479.26 Lakhs towards various CSR activities which was in excess of its CSR Obligation under the Act.

Internal Control Systems & their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Statutory Auditors & their Report

M/s. Ramanatham & Rao, Chartered Accountants (FRN: 2934S) who were appointed as the Statutory Auditors of your Company at the 61^st Annual General Meeting held on August 30, 2022 for a period of 5 years shall hold their office till the conclusion of 66^th Annual General Meeting. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of your Company.

The standalone and the consolidated financial statements of your Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Statutory Auditors reports do not contain any qualifications, reservations, adverse remarks or disclaimers.

The Statutory Auditors were present in the last AGM held on August 30, 2022.

Internal Auditors

The Board of Directors, based on the recommendation of the Audit Committee have re-appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

Cost Auditors

In accordance with the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, upon the recommendation of Audit Committee has appointed M/s. M P R & Associates, Cost Accountants, Hyderabad as the Cost Auditors of your Company to carry out the cost audit of the products manufactured by your Company during the financial year 2023-24 at a remuneration of W 200000/-. The remuneration payable to the cost auditor is 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. M P R & Associates, Cost Accountants, is included in the Notice convening the Annual General Meeting. Your Company is maintaining cost records as 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, has been received to the effect that their appointment as Cost Auditor of your Company is in accordance with the limits specified under Section 141 of the Companies Act, 2013 and the Rules framed thereunder.

Reporting of Frauds

During the year under review, there was no instance of fraud, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 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, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. P.S. Rao & Associates, Company Secretaries (Peer Review Number: 710/2020) to undertake the Secretarial Audit of your Company for the FY 2022-23. The Secretarial Audit Report issued by M/s. P.S. Rao & Associates for the FY 2022-23 is enclosed as Annexure IVto this Report.

The said Secretarial Audit Report does not contain any observation or qualification or reservation or adverse remark or disclaimer except as regards constitution of Nomination and Remuneration Committee during the period between 01.01.2022 to 05.08.2022, which did not meet the requirements of minimum 2/3^rd Directors being Independent. It is clarified that the alleged non-compliance was purely a mathematical error, occurred on account of misinterpretation as regards rounding off to the nearest whole number. However, upon realising the mistake, your Company paid the prescribed fine and undertook requisite reporting and other compliances in accordance with the Circular No. SeBI/HO/CFD/CMD/CIR/P/2020/12, issued by SEBI.

Further, the Secretarial Audit Report of the material unlisted subsidiary of your Company, i.e., Continental Coffee Private Limited, as per Regulation 24(A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure IVA to this Report.

Compliance with Secretarial Standards

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

Directors & Key Managerial Personnel

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

i. Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Sri B. Mohan Krishna and Dr. Krishnanand Lanka, the Directors of your Company retired by rotation in the 61^st AGM and were reappointed thereat.

Further, Sri K. K. Sarma and Smt. Challa Shantha Prasad, Non-Executive Directors of your Company retire by rotation in the ensuing AGM and being eligible, have offered themselves for reappointment. The Board of Directors recommend their reappointment. Further, it may be noted that Sri K. K. Sarma is aged 73 years and if reappointed in the ensuing AGM, attains the age of 75 years during his forthcoming tenure. Hence, pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consent of the members is sought by way of Special Resolution as proposed in the Notice attached hereto.

ii. Reappointments (Non-Executive / Independent Directors)

Your Board of Directors draw your kind attention to the following changes / reappointments that took place in the office of Non-Executive / Independent Directors of your Company, which are already detailed in the Statement to the Notice of the AGM attached hereto.

• appointment of Sri. Durga Prasad Kode (DIN 07946821) as an Additional Director in the capacity of Independent category in the Board Meeting held on July 14, 2023. If approved by the members in their ensuing AGM, Sri. Durga Prasad Kode shall hold office of Independent Director for another term of 5 years, i.e., upto July 13, 2028. Corresponding resolution forms part of Notice attached hereto.

• the current tenure of Smt. Kulsoom Noor Saifullah (DIN 02544686) as an Independent Director of the Company expires on February 13, 2024. In view of the said, resolution proposing her reappointment to the office of Independent Director for another term of 5 years, effective February 14, 2024 forms part of Notice attached hereto.

• the current tenure of Sri K. V. Chowdary (DIN 08485334) as an Independent Director of the Company expires on June 24, 2024. In view of the said, resolution proposing his reappointment to the office of Independent Director for another term of 5 years, effective June 25, 2024 forms part of Notice attached hereto.

• appointment of Dr. Krishnanand Lanka (DIN 07576368) as an Additional Director in the capacity of Independent category in the Board Meeting held on July 14,2023, who stepped down from his office of Non-Executive Director effective July 13, 2023. If approved by the members in their ensuing AGM, Dr. Krishnanand Lanka shall hold office of Independent Director upto July 13, 2028. Corresponding resolution forms part of Notice attached hereto.

• appointment of Sri Satyavada Venkata Ramachandra Rao (DIN 01869061) as an Additional Director in the capacity of Non-Executive Director in the Board Meeting held on July 14, 2023. If appointed by the members in their ensuing AGM, Sri Satyavada Venkata Ramachandra Rao shall hold office of NonExecutive Director of the Company, liable to retire by rotation.

iii. Reappointments (Whole Time Directors)

Your Board of Directors draw your kind attention to the following changes / reappointments that took place in the office of Whole Time Directors of your Company, which are already detailed in the Statement to the Notice of the AGM attached hereto.

• approved the reappointment of Sri Challa Srishant (DIN: 00016035) to the office of Managing Director for another term of 5 years, effective February 14, 2024, subject to the approval of members in their ensuing AGM.

• approved the reappointment of Sri B. Mohan Krishna (DIN: 03053172) to the office of Whole Time Director designated as an Executive Director, effective February 14, 2024, subject to the approval of members in their ensuing AGM.

In the opinion of the Board, all the Independent Directors of your Company (existing and proposed) possess integrity, experience, expertise, and the requisite proficiency required under all applicable laws and the policies of your Company.

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

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of your Company have got their names included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Further, during the year under review, Sri Bharat Kumar Mahendrabhai Vyas (DIN 00043804), who was appointed as an Additional Director (Independent Director) of your Company effective December 02, 2022, resigned from his office effective January 18, 2023.

iv. Directors and Officers Insurance (‘D&O)

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

Meetings of the Board

Six meetings of the Board of Directors were held during the year. The details of the Board and Committee meetings and Independent Directors meeting are given in the Corporate Governance Report which forms part of this Annual Report.

Your Company has also adopted Governance Guidelines on Board Effectiveness which comprises the aspects relating to composition of board and committees, terms of directors, nomination, appointment, development of directors, code of conduct, effectiveness of board and committees, review and their mandates.

Committees

i. Audit Committee

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

ii. Other Committees

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

? Nomination and Remuneration Committee / Compensation Committee

? Stakeholders Relationship Committee

? Corporate Social Responsibility Committee

? Risk Management Committee

? Management Committee

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

Policy on Directors 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 Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of your Company, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance, recommend the remuneration package of both the Executive and the Non-Executive Directors on the Board and also the remuneration of Senior Management, one level below the Board. The Committee reviews the remuneration package payable to Executive Director(s) makes appropriate recommendations to 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 has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations and the same is enclosed as Annexure V and is posted on the website of your Company which may be accessed at https://www.cclproducts.com/ wp-content/uploads/2023/07/Remuneration-Policy.pdf

The remuneration determined for Executive/Non-Executive Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are compensated by way of profit- sharing Commission and are entitled to sitting fees for the Board/ Committee Meetings. The remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of your Company.

Neither the Managing Director nor any Whole Time Director of your Company received any remuneration or commission from any of its Subsidiaries. However it is proposed to pay commission to Sri Challa Srishant, Managing Director and Sri B. Mohan Krishna, Executive Director from Ngon Coffee Company Limited, Vietnam for the financial year 2023-24 as proposed in the notice attached hereto.

Brief terms of Nomination and Remuneration Policy and other matters provided in Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of this Report.

(b) Familiarization/ Orientation program for Independent Directors:

A formal familiarization program was conducted about the amendments in the Companies Act, Rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws to your Company and all the directors were also apprised about the business activities of your Company.

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

The details of such familiarization programs for Independent Directors are posted on the website of your Company and web link is https://www.cclproducts.com/wp-content/uploads/2021/07/Familiarization-programme- for-Independent-Directors.pdf

Annual Evaluation of Board Performance and Performance of its Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and all other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of your Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of the Executive Director and Non-Executive Directors who also reviewed the performance of the Secretarial Department. The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive 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 March 31,2023, covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the notes to the Financial Statements.

Fixed Deposits

Your Company has neither accepted nor renewed any fixed deposits from the 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 outstanding as on the date of the Balance sheet.

Directors Responsibility Statement

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

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

ii) Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of your company at the end of the financial year 2022-23 and of the profit or loss of your company for that period;

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

iv) The annual accounts for the year 2022-23 have been prepared on a going concern basis.

v) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) Systems to ensure compliance with the provisions of all applicable 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 Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through your Companys Whistle Blower Policy, to deal with instance of fraud and mismanagement, if any in the Group. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. The details of the Policy are explained in the Corporate Governance Report and also posted on the_website of your Company and the web link is https:// www.cclproducts.com/wp-content/uploads/2021/07/whistle-blower-policy.pdf

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

Risk Management

Your Company has constituted a Risk Management Committee and formulated a policy on the Risk Management in accordance with the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to frame, implement and monitor the risk management plan for your Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Furthermore, your Company has set up a robust internal audit function which reviews and ensures sustained effectiveness of internal financial controls by adopting a systematic approach to its work. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report. The Risk Management Policy of your Company is posted on the website of your Company and the web link is https://www.cclproducts.com/wp-content/uploads/2021/07/risk-management-policv.pdf

Related Party Transactions and particulars of contracts or arrangements with related parties

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

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

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

The policy on materiality of Related Party Transactions and dealings in related party transactions, as approved by the Board is uploaded on the website of your Company and the web link is: https://www.cclproducts.com/wp-content/uploads/2023/07/Policv-on-Related-Partv-Transactions.pdf

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

Related Party disclosures as per Schedule V of the Listing Regulations

S.No	In the accounts of	Particulars	Amount at the year ended 2022-23	Maximum amount of Loans/Advances/ Investments outstanding during the year 2022-23
1	CCL Products (India) Limited (Holding Company)	(i) Loans/advances to subsidiaries -Continental Coffee Private Limited (Wholly owned subsidiary)	Rs 9.98 Crores (including interest)	Rs 23.43 Crores (including interest)
		- CCL Food and Beverages Private Limited (Wholly owned subsidiary)	Rs 22.04 Crores	Rs 22.04 Crores
		(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 Obligations and Disclosure Requirements) Regulations, 2015 as approved by the Board is uploaded on the website 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, a copy of Annual Return in the prescribed format i.e. Form MGT-7 is placed on the website of your Company which may be accessed at https://www. cclproducts.com/wp-content/uploads/2023/07/MGT-7-2022-23.pdf

Management Discussion & Analysis

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as Annexure VII to this report.

Change in the nature of business

There has been no change in the nature of business of your Company during the year under review. Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 (5) of the Companies Act, 2013, an amount of Rs 7,13,145/- pertaining to financial year 2014-15, which remained unclaimed for a period of seven years has been transferred by your Company to the Investor Education and Protection Fund established by the Central Government during the financial year 2022-23.

Transfer of unclaimed shares to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Companies Act, 2013, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more upto and including the financial year 201415 were transferred by your Company to Investor Education and Protection Fund during the financial year 2022-23 and the statement containing such details as may be prescribed is placed on the website of your Company. Information in respect of unclaimed dividend and due dates for transfer 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	2015-16 (Final)	50%	26.09.2016	30.11.2023
2	2016-17 (Final)	125%	11.07.2017	14.09.2024
3	2017-18 (Final)	125%	14.07.2018	17.09.2025
4	2018-19 (Interim dividend)	87.5%	23.03.2019	27.05.2026
5	2018-19 (Final)	87.5%	07.08.2019	11.10.2026
6	2019-20 (First interim dividend)	100%	27.01.2020	31.03.2027
7	2019-20 (Second interim dividend)	150%	26.02.2020	30.04.2027
8	2020-21 (Interim dividend)	100%	20.10.2020	24.12.2027
9	2020-21 (Final dividend)	100%	26.08.2021	30.10.2028
10	2021-22 (Interim dividend)	150%	19.01.2022	23.03.2029
11	2021-22 (Final dividend)	100%	30.08.2022	31.10.2029
12	2022-23 (Interim dividend)	150%	18.01.2023	22.03.2030

Insurance

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

Particulars of Employees and Remuneration

The information required pursuant to Section 197 of the Companies Act, read 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 Annexure VIII to this report.

Corporate Governance

Your Company has been making every endeavor to bring more transparency in 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 Corporate Governance for the year 2022-23 and a Certificate from M/s. P S Rao & Associates, Practising Company Secretaries is furnished which forms a 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 quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind your Companys vision. Your Company appreciates the spirit of its dedicated 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 an environment, free from all forms of harassment. Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure. Your Company has also constituted an Internal Complaints Committee, known as Anti Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action.

Your 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 exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure IXto this report.

Business Responsibility and Sustainability Report

Pursuant to the amended Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) of your Company for the financial year ended March 31,2023 forms part of this Annual Report and is annexed herewith as Annexure X.

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 future operations.

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

No application was made or any proceedings were pending under the IBC, 2016 during the year ended on March 31,2023.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking 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 in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and your Company continues to send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with your Company/RTA.

Acknowledgments

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

Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other 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: Dak Lak Province, Vietnam
Date : July 14, 2023