CCL Products (India) Ltd Directors Report.

The Members

The Board of Directors are pleased to present the Companys 60th Annual Report along with the Companys 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 March, 2021, 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 77,860 78,871 122,601 110,521
Other Income 1,647 3,394 1,6447 3,394
Total Income 79,507 82,265 124,248 113,915
(Rs in Lakhs)
Particulars 2020-21 2019-20
Revenue from operations 79,507 82,265
Profit for the year after meeting all expenses (before Interest, Depreciation & Tax) 25,316 34,067
Less:
Interest 1,572 1,691
Depreciation and other write offs 2,702 2,543
Provision for Taxation 5,173 5,940
Net Profit 15,869 23,893

The turnover of the Company for the FY 2020-21 stood at Rs 79,507 Lakhs and net Profit at 15,869 Lakhs as compared to Rs 82,265 Lakhs and Rs 23,893 Lakhs respectively for the FY 2019-20. Profit includes dividend received ( Rs 6,217.95 Lakhs for FY 2020-21 and Rs 13,111.84 Lakhs for FY 2019-20) from Ngon Coffee Company Limited, a wholly owned subsidiary of the Company.

Consolidated basis / Group level

(Rs in Lakhs)

Particulars 2020-21 2019-20
Revenue from operations 124,248 113,915
Profit for the year after meeting all expenses (before Interest, Depreciation & Tax) 30,115 29,039
Less:
Interest 1,696 1,796
Depreciation and other write offs 4,941 4,712
Provision for Taxation 5,252 5,937
Net Profit 18,226 16,594

The turnover of the Group for the FY 2020-21 stood at Rs 124,248 Lakhs and net profit at Rs 18,226 Lakhs as compared to Rs 11,915 Lakhs and Rs 16,594 Lakhs respectively for the FY 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 of Rs 2/- each in their meeting held on 20th October, 2021. Further, your Board has recommended a final dividend of Rs 2/- per equity share of 2/- each for the approval of the Members in their ensuing Annual General Meeting. Total dividend for the FY 2020-21 year shall be Rs .4/- per equity share. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders w.e.f. 1st April 2020 and the 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 Register of Members and Share Transfer Books of the Company shall remain closed from 21st August, 2021 to 26th August, 2021 (both days inclusive) and Record Date is fixed th August, 2021, for the purposeas20 of payment of said 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 is herewith annexed as ‘Annexure I to this report. The Dividend Distribution Policy is posted 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 merge CCL Beverages Private Limited with your Company. The transferor Company, being a wholly owned subsidiary, there would not be issue of any fresh shares towards consideration for the said merger. Further, the said Scheme, upon approval by the Board of Directors of both the Companies, has received the requisite approvals of the Creditors and members of respective Companies. Necessary intimations have also been made to the Stock Exchanges (NSE and BSE) and other regulatory authorities in this regard. Further, the Company has not received any Objections from any authority / department, till date. The final petition, seeking approval to the said Scheme has been filed with the Honble National Company 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 is in progress during the current FY, and the uncertain impact of Covid -19, as discussed elsewhere in this Report, there were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2020-21 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 the Company. The paid-up Equity Share Capital of the Company as on 31st March, 2021 was Rs.2,660.56 Lakhs, comprising of 133,027,920 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 nor has granted any stock options or sweat equity.

Subsidiaries

The Subsidiary Companies situated in India and Outside India continue to contribute to the overall growth in revenues and overall performance of the Company. As of 31st March,2021, 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 Financial performance of the Subsidiaries Companies during the Financial Year ended March 31, 2021 is as mentioned below:

i. Jayanti Pte Limited (Singapore)

Jayanti Pte Limited is a wholly owned subsidiary of the Company incorporated in Singapore for the purpose of promoting instant coffee projects in various countries. This is 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 in Switzerland. This operates as an agglomeration and packing unit. Operational performance of the Company, in brief is hereunder:

( Rs in Lakhs)
Particulars 2020-21 2019-20
Revenue from operations 18,429 13,445
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 in Vietnam. This is an instant coffee manufacturing unit. Operational performance of the Company, in brief, is hereunder:

( Rs in Lakhs)

Particulars 2020-21 2019-20
Revenue from operations 37,436 26,719
Profit for the year after meeting all expenses (before Interest, Depreciation & Tax) 10,591 7,822
Less:
Interest 37 17
Depreciation and other write offs 2075 2,001
Provision for Taxation (8) 25
Net Profit/Loss 8,487 5,779

iv. Continental Coffee Private Limited

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

Particulars 2020-21 2019-20
Revenue from operations 13395 7,717
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, incorporated in India with an objective to implement agglomeration and packing project at Kuvvakolli Village. However, with a view to consolidate the project and ensuing operations with that of its parent Company, the Board of Directors of both the Companies decided to merge CCL Beverages Private Limited with CCL Products (India) Limited and approved the Scheme of Amalgamation. Further details of the said merger and the current status thereof are provided elsewhere in this Report.

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 herewith 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, 2021 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 and to the shareholders 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 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 the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at www.cclproducts.com

The policy for determining material subsidiaries of the Company has been provided in the 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 or associate companies during the year

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

Listing of Equity Shares

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

(i) BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai-400 001, 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.

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

COVID-19 and its impact

The impact of COVID-19 on the Company is being closely reviewed with the Management by the Board from time to time. Your Company had temporarily suspended operations at its Plants and other locations as per the directives given by the Central and State Government and keeping in view the safety of work force. After seeking necessary approvals from the Government authorities, and adopting social distancing norms, ensuring utmost safety of employees, operations were recommenced at the Plants and other locations. However, dispatches were affected due to restriction on movement of finished products to the ports for exports towards the end of the financial year. The Companys products viz., Coffee, Tea and Pepper are meant for daily consumption in households and ‘out-of home and the Management anticipates slowdown in some geographies in the short term especially in the ‘out-of-home consumption due to COVID-19 pandemic. The management is keeping a close watch on any likely impact of second wave of the pandemic, which has recently receded and the apprehended outbreak of third wave. The Companys Wholly-owned Subsidiary viz., Ngon Coffee Company Limited, at Vietnam, is operating smoothly without any disruptions. The Board and the Management shall keep a continuous vigil to closely monitor the situation as it evolves and do its best to take all necessary measures, in the interest of all stakeholders of the Company.

Corporate Social Responsibility

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

The 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 the Company and the web link is https://www.cclproducts.com/wp-content/uploads/2019/04/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 Rs 418.78 Lakhs towards CSR Activities.

Your management feels proud to mention that for the financial year ended 31st March, 2021, your Company has spent a total amount of Rs 436.15 Lakhs towards 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 orderly and efficient conduct of its business, including adherence to the 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

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

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

Further, the Statutory Auditors report does not contain any qualifications, reservations, 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 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 Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014 the Audit Committee has recommended and the Board of Directors had appointed M/s. Kapardi & Associates, Cost Accountants, Hyderabad, being eligible and having sought re-appointment, as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company during the financial Rs 2,00,000/-. 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. Kapardi & Associates, Cost Accountants, is included in the Notice convening the Annual General Meeting.

The 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. Kapardi & Associates, Cost Accountants, has been received to the effect that their appointment as Cost Auditor of the 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, the Company appointed M/s. P.S.Rao & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the FY 2020-21. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations, and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report is attached here with at ‘Annexure - IV to this Report.

Further, we would like to clarify that the said Secretarial Auditor does not contain any 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 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, the Company has complied with secretarial standards issued by the Institute of Company Secretaries of India

Directors & Key Managerial Personnel

The Board of directors of the Company has an optimum combination of Executive, Non-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. Lanka Krishnanand and Mr. B. Mohan Krishna, retired by rotation and were reappointed to the office 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 by rotation in the ensuing AGM and being eligible, have offered themselves for re-appointment.

In the opinion of the Board all the Independent directors of the Company possess integrity, experience, expertise, and the requisite proficiency required under all applicable laws and the policies of the 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 status as independent directors of the 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, Independent Directors of the Company have enrolled their names in the data bank of Independent Directors 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) of any Whole time Director 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, the Company 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 the Board and Committee meetings and Independent Directors meeting are given in the Corporate Governance Report which form part of this Annual Report.

The 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

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 Corporate Governance Report which forms part of this Annual Report. All the recommendation made by the Audit Committee were accepted by the Board of Directors.

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

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Management Committee

The composition, attendance, powers and role of the Committees are included in 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 the 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 apporopriate 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.

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 profitsharing Commission and the Non-Executive Directors 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 the Company.

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

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) Familiarisation/Orientation program for Independent Directors: A formal familiarization programme 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 the Company.

It is the general practice of the 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 Independent Directors on our Board with the business of the Company, industry in which the Company operates, business model, challenges etc. through various programs such as interaction with experts within the Company, meetings with our business leads and functional heads on a regular basis.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and web link is https://www.cclproducts.com/wp-content/uploads/2019/04/familiarization-programme-for-independentdirectors.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 the 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 the Company was evaluated, taking into account the views of the Executive Director and NEDs. who also reviewed the performance of the Secretarial Department. The NRC 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 31st March, 2021, 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 the company at the end of the financial year 2020-21 and of the profit or loss of the 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 the company and for preventing and detecting fraud and other irregularities;

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

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

vi) That 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 stipulated in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Companys Whistle Blower Policy, in order to deal with instances 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 the 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 transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. 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 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 the 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 the Company is posted on the website of the Company and the web link is https://www.cclproducts.com/wp-content/uploads/2019/04/risk-management-policy.pdf

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

All the 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 were no materially significant related party transactions undertaken by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All the related party transactions are placed before the Audit Committee and also before the Board for their respective approval. Omnibus approval of the Audit Committee is obtained as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the transactions which can be foreseen and are repetitive in nature. The 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. Particulars of contracts or arrangements with related parties pursuant 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 the website of the Company and the web link is https://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 Disclosure Requirements) Regulations, 2015 as approved by the Board is uploaded on the website of the Company 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 Annual Return in the prescribed format i.e. Form MGT -7 is placed on the website of the Company and 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 and Disclosure 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 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.3,90,100/- pertaining to financial year 2012-13, which remained unclaimed for a period of seven years has been transferred by the Company to the Investor Education and Protection 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 in respect of which dividend has remained unpaid or unclaimed for a period of seven consecutive years or more upto and including the financial year 2012-13 were transferred by the Company to Investor Education and Protection Fund during the financial year 2020-21 and the statement containing such details, as prescribed, is placed on the website of the 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 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 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as "Annexure VII" to this report.

Business Responsibility Report

A Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing various initiatives taken by the Company on the environmental, social and governance 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 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 2020-21 and a Certificate from M/s. P S Rao & Associates, Practising Company Secretaries 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 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 the 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. The 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. The Company has also constituted an Internal Complaint Committee, known as Anti Sexual Harassment Committee to address the concerns 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 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 VIII 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 the 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 alongwith their status as at the end of the financial year:

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

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

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.

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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