The Members
The Board of Directors are pleased to present your Company's 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 year's
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 year's 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
Company's 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 UK's 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
other's 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
Hon'ble National Company Law Tribunals (NCLT), seeking directions for / dispensations from
convening Meetings of shareholders and creditors for their respective Companies. The
Hon'ble 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 Company's 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 Company's 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 Company's 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 61st Annual General
Meeting held on August 30, 2022 for a period of 5 years shall hold their office till the
conclusion of 66th 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 Auditor's 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 2/3rd 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 61st 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 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 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 Director's 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 Board's 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 Company's 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 Board's 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 arm's 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 Company's 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 |
|
|
|