(iv) Rights attached to equity shares
The Company has only one class of equity shares having a face value of ' 2 each. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. Payment of dividend is also made in foreign currency to shareholders outside India. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, all preferential amounts, if any, shall be discharged by the Company. The remaining assets of the Company shall be distributed to the holders of equity shares in proportion to the number of shares held to the total equity shares outstanding as on that date.
The Company has elected the option provided under Section 115BAA of the Income-tax Act, 1961 for measurement of its income tax expense for the period ended 31 March 2024 and 31 March 2023 and has accordingly recognised the income tax expense at the prescribed domestic effective tax rate of 25.17% (31 December 2022: 25.17%). The major components of income tax expense and the reconciliation between expected tax expense based on the domestic effective tax rate and the reported tax expense in the statement of profit and loss is as follows:
Note:
1. The Company has created the mortgage over its land in favour of the bank towards the Funding availed by subsidiary company which aggregate to 32000.00 Lakhs (March 31,2023 is NIL).
2. The Company has given the undertaking to ensure that the subsidiary company meets its Outstanding Debt Obligations to the Bank as stipulated in the Financing documents to the extent of Rs. 32000.00 lakhs.
3. The same are subject to uncertain future events not wholly within the control of the Company. The Management does not expect the same to have materially adverse effect on its financial position, as it believes the likely hood of any loss is not probable.
2.28 Leases Leases as lessee
The Company has lease arrangements for its office premises located at various locations with-in India. These leases have original terms for a period between 2-10 periods with renewal option at the discretion of lessee. There are no residual value guarantees provided to the third parties.
The Company has a defined benefit gratuity plan, according to which every employee who has completed five periods or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed period of service (service of six months and above is rounded off as one period) after deduction of necessary taxes at the time of retirement / exit, restricted to a sum of ?2 million in accordance with Payment of Gratuity Act, 1972. The following tables summarize the reconciliation of opening and closing balances of the present value and defined benefit obligation:
2.31 Segment information
The company is engaged in production, trading and distribution of Coffee and related products. Hence, the same becomes the reportable segment for the Company. Accordingly, disclosure of segment information as prescribed in the Indian accounting standard 108 “Operating segments” is not applicable
2.32 Categories of Financial instruments and their fair values
The carrying amount of all financial assets and financial liabilities appearing in the financial statements are reasonable approximation of their fair values.
The fair value of the financial assets and financial liabilities are included at an amount at which the instruments could be exchanged in a current transaction between the willing parties, other than in a forced or liquidation sale.
2.33 Financial risk management objectives and policies Financial Risk Management Framework
The Company is exposed to financial risks arising from its operations and the use of financial instruments. The key financial risks include credit risk, market risk and liquidity risk. The Company’s risk management policies are established to identify and analyse the risks faced by the Company and seek to, where appropriate, minimize potential impact of the risk and to control and monitor such risks. There has been no change to the Company’s exposure to these financial risks or the manner in which it manages and measures the risks.
The following sections provide details regarding the Company’s exposure to the financial risks associated with financial instruments held in the ordinary course of business and the objectives, policies and processes for management of these risks.
Financial assets that are neither past due nor impaired
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk arises primarily from financial assets such as trade receivables, balances with banks and loan and other receivables.
Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, cash and bank balances and loans. None of the financial instruments of the Company result in material concentration of credit risk.
Exposure to credit risk
At the end of the reporting period, the Company’s maximum exposure to credit risk is represented by the carrying amount of each class of financial assets recognised in the statement of financial position. No other financial assets carry a significant exposure to credit risk.
None of the Company’s cash equivalents, loans and other financial assets were either past due or impaired as at the respective reporting period. The Company has diversified its portfolio of investment in cash and cash equivalents and term deposits with various banks which have secure credit ratings, hence the risk is reduced. Loans given to related parties and others are tested for impairment where there is an indicator and the assessed credit risk associated with such loans is relatively low. Other financial assets represent security deposits given to lessors and other assets. Credit risk associated with such deposits and other assets is relatively low.
Ind AS requires expected credit losses to be measured through a loss allowance. The Company assesses at each balance sheet date whether a financial asset or a group of financial assets are impaired. Expected credit losses are measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix if they past due. The provision matrix takes into account historical credit loss experience and is adjusted for forward-looking information.
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company manages liquidity risk by maintaining cash and cash equivalents and the cash flows generated from operations.
(iii) Market risk:
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Company’s income. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
(a) Foreign currency risk:
Foreign currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The majority of Company’s revenue is generated in foreign currencies (primarily in United States Dollars), while a significant portion of its costs are in Indian rupees. As a result, as the rupee appreciates or depreciates against foreign currencies, the results of the entity’s operations are impacted. The Company does not use financial derivatives such as foreign currency forward contracts.
Significant unhedged foreign currency risk exposure relating to financial assets and financial liabilities expressed in ? terms are as follows:
(b) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Company and the Company’s financial instruments will fluctuate because of changes in market interest rates. The Company’s exposure to interest rate risk relates primarily to the floating interest rate borrowings. The Company’s investment in deposits with banks and loans are fixed interest rates and therefore do not expose the Company to significant interest rate risk.
Interest rate sensitivity
The Company noted that any reasonably possible change in interest rates on the variable rate instruments will not have any material impact on the Company’s profit after tax and its equity.
(c) Price risk
The fair value of some of the Company’s investments measured at fair value through other comprehensive income exposes the Company to equity price risks. These investments are subject to changes in the market price of securities. The Company periodically monitors the sectors it has invested in, performance of the investee companies, measures mark- to- market gains/losses and reviews the same to manage the price risk.
2.34 Capital risk management
Capital includes equity capital and all reserves attributable to the equity holders of the Company. The primary objective of the capital management is to ensure that it maintain an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder’s value. The Company manages its capital structure and make adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders return capital to shareholders or issue new shares.
Reason for change more than 25%: Not applicable
2.36 Additional disclosures
(i) No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(ii) The Company have not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(iii) No transactions are carried out with companies struck off under Section 248 of the Act or Section 560 of Companies Act, 1956.
(iv) The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(v) The Company has entered into a scheme of arrangement which has an accounting impact on current and/or previous financial year. Please refer note number 2.39 for details.
(vi) There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(vii) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(viii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.”
(ix) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.”
(x) There are no charges or satisfaction which are yet to be registered with the registrar of companies beyond the statutory period.
2.37 The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company, in respect of financial year commencing on 1 April 2023 has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log). Audit trail (edit log) is enabled at the application level, and the Company’s users have access to perform transactions only from the application level.
2.38 Business Combination
Demerger of Marketing and Distribution of Coffee and FMCG Products Division of Continental Coffee Products Private Limited into CCL Products (India) Limited
On October 18, 2023, The Hon’ble National Company Law Tribunal (NCL T) approved the Scheme of Demerger of Marketing and Distribution of Coffee and FMCG Products Division of Continental Coffee Products Private Limited into CCL Products (India) Limited with an appointed date as October 1,2022. Following the guidance available under Appendix C of Ind AS 103, the financial information in the financial statements in respect of prior periods has been restated from that date. Consequently, the financial information for the year ended March 31, 2023, quarter ended June 30, 2023 and September 30, 2023 were restated to give effect to this demerger.
The business combination referred to above, being a “common control” transaction, has been accounted as per ‘Pooling of Interest’ method as prescribed under Appendix C of Ind AS 103 -“Business Combination”. In accordance with the requirements of para 9 (iii) of Appendix C to Ind AS 103, the Standalone financial statements of the Company in respect of the prior period have been restated with an appointed date as October 1,2022, the impact of which is detailed below:
2.39 Employee stock incentive plans
CCL Employee Stock Option Scheme, 2022 (CCL ESOP 2022 Plan):
The Company instituted the CCL ESOP 2022 Plan for eligible employees pursuant to the special resolution approved by the shareholders in the Annual General Meeting held on August 30, 2022. The CCL ESOP 2022 Plan covers eligible employees (excluding promoter directors) of the parent company and its subsidiaries (collectively, “eligible employees”).
The Nomination, Governance and Compensation Committee of the Board of the parent company (the “Committee”) administers the CCL ESOP 2022 Plan and grants stock options to eligible employees. The Committee determines which eligible employees will receive options, the number of options to be granted, the exercise price, the vesting period and the exercise period. The vesting period is determined for all options issued on the date of grant. The options issued under the CCL ESOP 2022 Plan vest in periods ranging between one and four years subject to a maximum period of five years from the date of grant of such options.
The company has established CCL Employee Stock Option Scheme, 2022 (CCL ESOP 2022 Plan with 5,00,000 equity shares.
The exercise price of the options is INR 2 per share. The fair value of the share options is estimated at the grant date using a Black-Scholes Method, taking into account the terms and conditions upon which the share options were granted. However, the above performance condition is only considered in determining the number of instruments that will ultimately vest.
*The difference of 1,00,000 options between the number of options exercisable at the end of FY 2022-23 and outstanding at the beginning of FY 2023-24 is due to the grant of 1,00,000 options to Mr. Praveen Jaipuriar, CEO pursuant to the resolution passed by the Compensation Committee whereby the options granted under Continental Coffee Private Limited Employee Stock Option Plan, 2021 (CCPL ESOP Plan) were converted into 1,00,000 options under CCL Employee Stock Option Scheme - 2022 ( CCL ESOP Scheme) as contemplated in the Scheme of Arrangement between Continental Coffee Private Limited, Demerged Company and CCL Products (India) Limited, Resulting Company.
During the year a reserve was made towards outstanding of ESOPs and Share based payment expenses for the year ended 31 March 2024 of ? 1,685.47 lacs (31 March 2023 - ? 1,073.46 lacs).
The Weighted average grant date fair value of the options granted during the year ended 31 March 2024 was ? 548.06 per option.
This is the notes to standalone financial statements referred to in our report of even date.
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