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Chromatic India Ltd (CHROMATIC) -BSE
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Directors Report

BOARD'S REPORT

To the Members,

Your Company's Directors are pleased to present the 31st Annual Report and the audited accounts of the Company for the financial year ended March 31, 2018.

Financial Results

The summary of the financial performance of the Company for the financial year ended March 31, 2018 compared to the previous year ended March 31, 2017 is summarized below:

(In Rupees)

Particulars 2017 18 2016 17
Net Sales and Other Income 436,441,465 375,102,542
Profit/ (Loss) Before Tax (1,095,822) 470,475
Add / (Less): Deferred Tax Adjustments 250,613 268,445
Less: Current Income Tax 113,500 90,000
Less: Fringe Benefit Tax
Less: Wealth Tax
Profit/(Loss) after Tax (2,653,536) 112,030
Add/(Less): Prior Year short provision for Tax
Balance Brought Forward 8,766,732 8,654,703
Amount Available for Appropriation 6,009,868 8,766,732
Appropriations
Dividend/lnterim Dividend on Equity Shares
Tax on Dividend
Surplus / Deficit Carried Forward 6,009,868 8,766,732

Review of Performance

Your directors reports total income of Rs. 43.64 crores for the financial year ended March 31, 2018 as against Rs. 37.51 crores for the financial year ended March 31, 2017, a increase of 16.26 % compared to last financial year. The Loss before tax is Rs. 10.95 lacs for the year ended 2017 18 compared to Rs. 4.7 lacs for the year ended 2016 17. The Net profit after tax is Rs. 26.53 lacs for the financial year 2017 18 as against Rs1.1 lacs for the financial year 2016 17, a increase of 23.12 % compared to last financial year.

Dividend

To conserve the financial resources, no dividend has been recommended for the year under review and no amount are proposed to be transferred to reserves.

Transfer to Reserve

No amount is proposed to transfer to the General Reserve Account as required under the Companies Act, 2013. Management Discussion and Analysis

The Management's Discussion and Analysis on Company's performance industry trends and other material changes with respect to the Company and its subsidiaries pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(herein after called as the "Listing Regulations") is presented in a separate section forming part of this Annual Report.

Material Changes/ Commitments affecting the Financial Position of the Company occurred between the end of the Financial Year to which the Financial Statements relate and the date of this Report

Due to adverse market conditions, company has defaulted in the financial obligations to Bank and accordingly,in compliance with the extant RBI guidelines, Bank has degraded the status of the account from Standard to Non Performing Asset and issued a notice under The Securitisation and Reconstruction ofFinancial Asset and Enforcement to Security Interest Act 2002. Company's management is already under discussion with the Bank for the extended repayment plan and also started repaying the debt gradually. The total outstanding amount of financial obligation of the Bank is Rs.116.66 lacs as on March 31, 2018. Due to adverse maket conditions, company has defaulted in the financial obligations to Bank and accordingly, in compliance with the extant RBI guidelines, Bank has degraded the status of the account from Standard to Non Performing Asset and issued a notice under The Securitisation and Reconstruction of Financial Asset and Enforcement to Security Interest Act, 2002. Due to this the Company's turnover has also been affected badly during the quarter. The Company has since paid all the dues to bank and bank has upgarded the account to standard assets on 16.06.2018. The Company has started production again nad hope to do well during the remaining period of financial year.

Apart from the above there are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.

Internal Financial Control (IFC) System and their adequacy

The Company's present Internal Control Systems are commensurate with its size. However, looking at the growth in the size of the Company and its operations it is strengthening these systems further. The Company places great emphasis on the maintenance of effective internal controls, both from the point of view of compliance with statutory requirements as well as supporting the smooth and efficient running of the business.

The Management is taking further initiatives in terms of adding more capacities, which would have significant benefit in the coming years.

A process driven framework for Internal Financial Control has been designed and implemented by the Company within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013. For the financial year ended March 31,2018, the Board is of the opinion that the Company has sound Internal Financial Control commensurate with its size and nature of its Business operations and operating effectively and no material weakness exist.

The Company has appointed M/s. Ponkshe Kulkarni & Co.(FRN: 107962W) Chartered Accountants, as Internal Auditors of the Company pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014.

Corporate Governance and Shareholders Information

Your Company has taken adequate steps to adhere to all the stipulations laid down in the provisions of the Listing Regulations. A report on the Corporate Governance is included as a part of this Annual Report. A Certificate from the Practicing Company Secretary, confirming the compliance with the conditions of the Corporate Governance as stipulated under Listing Regulations, forming a part of this Annual Report.

Subsidiary Company / Associate / Joint Venture Company

As on March 31, 2018, your Company has two wholly owned subsidiaries (WOS), namely,

1. Chromatic Ferro Alloys Limited

2. Chromatic International FZE

The Company has incorporated two 100% wholly owned subsidiary, namely Chromatic Ferro Alloys Limited and Chromatic International FZE on 13th September, 2011 and 21st October, 2010 respectively.

The Company will make available, on request, the annual accounts of the subsidiary companies and related information to any member of the Company who may be interested in obtaining the same. These documents will also be kept open for inspection during the business hours at the registered office of the Company. The Consolidated Financial Statements presented by the Company includes the financial results of its subsidiary companies.

During the year under review, Company does not have any associate company and joint venture company pursuant to the provisions of Companies Act, 2013. Your company is in process to close down a subsidiary company, viz. Chromatic Ferro Alloys Limited which has not yet started any operation and during the year one of the subsidiary company viz. Chromatic Sponge Iron Limited has been struck off by the Registrar of Companies on an application made by the Company and dissolution certificate has also issued.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement, in Form AOC 1, containing the prescribed details of subsidiaries is attached to this Annual Report, as Annexure A.

Policy for determining material subsidiaries is disclosed on the website of the Company at www.chromatic.in

Further, the Company does not have any Joint Venture or Associate Company.

Listing of Equity Shares

The equity shares of your company are listed on Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE). The equity shares of the Company was listed and admitted for dealing on National Stock Exchange with effect from 29th May, 2012. The annual listing fees for the year 2018 19 is already paid to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

Human Resource Development

Company encourages a culture that develops and empowers people, promotes team building and nurtures new ideas. The Company's recruitment practice ensures that suitable candidates with merit are recruited and provided with the right opportunities to grow within the organization.

Depository System

Your Company's equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2018, 99.63% of the Equity shares were held in demat form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization form either of the Depositories. Company's ISIN No. is INE662C01015.

SEBI has decided that securities of listed Companies can be transferred only in dematerialized form with effect from October 4, 2018. In view of the above and to avail various benefits of dematerialization, members are advised to dematerialise shares held by them in physical form.

Buy Back of Shares

During the financial year under review, Company has not announced any Buy back of its Shares.

Share Capital

During the financial year under review, there is no change in the capital structure of the Company by way of further issue, bonus, sweat equity share, employee stock option scheme or in any other manner. The paid up equity share capital of the Company as on March 31, 2018 was Rs. 710,461,000/ divided into 71,046,100 equity shares of Rs. 10/ each. As on March 31, 2018, Directors shareholding in the Company is as mentioned in this Annual Report.

Pledge of shares

As on March 31, 2018, the Promoter of the Company does not have any shares which are encumbered / pledged.

Board Meetings

During the Financial year, five board meetings were held and the details of which are given in the Corporate Governance Report. The provisions of the Companies Act, 2013, Secretarial Standards as prescribed by the Institute of Company Secretaries of India and the Listing Regulations were adhered to while considering the time gap between the two meetings.

Directors / Key Managerial Personnel

1. Composition of Directors A Appointment

Mr. Siraj Ahmed Shaikh was appointed as an Additional Director (Independent) on the Board with effect from August 31, 2018. We seek your confirmation for appointment of Mr. Siraj Ahmed Shaikh as an Independent Director for a term upto five consecutive years i.e., with effect from the date of this (31 st) Annual General Meeting, up to the Annual General meeting to be held in the year 2023.

Mr.Siraj Ahmed Shaikh has consented to act as an Independed Director of the Company.The Company has also received a declaration that he is not disqualified from being appointed as a Director u/s 164 of the Companies Act, 2013 and meets the criteria of independence as prescribed under both Companies Act and SEBI Regulations.

B. Re appointment

Mr. Vinod Kumar Kaushik, Whole time Director of the Company retires by rotation and being eligible, offers himself for reappointment.

C. Resignation

During the financial year under review, Mr. Sandeep Baban Pawar, Non Executive Independent Director has resigned from the Board with effect from January 12, 2018, who was appointed w.e.f. August 11, 2017 by the Board of Directors. The Board wishes to place on record its deep appreciation for the valuable contributions made by him to the Board and the Company during his tenure as director.

All the appointment(s) and reappointment(s) has been recommended by the Nomination and Remuneration Committee of the Company. The resolutions seeking approval of the members for the re appointment of Mr. Vinod Kumar Kaushik as Whole time Director and appointment of Mr. Siraj Ahmed Shaikh as Independent Director have been incorporated in the Notice of the Annual General Meeting of the Company.

Declaration by Independent Directors:

In pursuance of Section 149 of the Companies Act, 2013, two of the Director's of the Company namely, Mr. Mayank Rasiklal Kotadia and Ms. Diana Mahesh Joshi were categorized as Independent Directors in terms of the definition contained in the Equity Listing Regulations and were appointed as Independent Directors at the 30th Annual General Meeting held on September 27, 2017 for a term of 5 years.

The provisions of Section 149(4) of the Companies Act, 2013, pertaining to the appointment of Independent Directors have been notified by the Ministry of Corporate Affairs with effect from April 01,2014. Pursuant to the provisions into force of Section 149 of the Companies Act, 2013, from April 01, 2014, the Company has re assessed the status of its Directors with a view of determining their qualification for categorising as Independent Directors in terms of Section 149(6) of the Companies Act, 2013. Accordingly, Mr. Mayank Rasiklal Kotadia, Ms. Diana Mahesh Joshi and Mr. Siraj Ahmed Shaikh fulfills the criteria laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Listing Regulations, in this regard.

During the year under review the new appointees on Board namely, Mr. Siraj Ahmed Shaikh, who is proposed to be appointed as Independent Directors in this ensuing Annual General Meeting, has also given his declaration of independence as per the provisions of the Companies Act, 2013.

Section 149 (10) of the Companies Act, 2013 restrict the tenure of Independent Director upto two terms, with a single term not exceeding five years, which shall be effective from April 01, 2014. The Regulation 25 of the Listing Regulations also contains the same provisions relating to tenure of Independent Directors. The said Regulation also contains other obligations with respect to independent directors, which has been duly fulfilled by the Independent Directors of the Company.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub section (6) of section 149 of the Companies Act, 2013.

Retire by Rotation:

In accordance with the applicable provisions of Section 152(6) of the Companies Act, 2013, Mr. Vinod Kumar Kaushik, Whole time Director, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re appointment at the forthcoming Annual General Meeting. The Board recommends his reappointment.

Key Managerial Personnel

During the financial year under review, there is no change in the Key Managerial Personnel of the Company. Familiarization programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

Company's policy relating to Directors Appointment, Payment of Remuneration and discharge of their duties

The provisions of Section 178(1) of the Companies Act, 2013 relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised a policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under the aforesaid provisions.

Board Evaluation

In accordance with the provisions of the Companies Act, 2013 Companies (Amendment) Act, 2017 and Chapter II Regulation 4 of the Listing Regulations, the annual evaluation has been carried out of the performance of the Board and Audit, Nomination and Remuneration and Stakeholder relationship Committees and of individual Directors.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013:

a. In the preparation of Annual Accounts for the year ended March 31, 2018 the applicable Accounting Standard read with requirement set out under schedule III of the Act, have been followed and there are no material departures from the same;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018, and of the loss of the company for the year ended on that date;

c. The Directors have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provision of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the Annual financial statements of the Company on a going concern basis;

e. Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and Auditors' Report

Pursuant to section 139 of the Companies Act, 2013 and rules framed thereunder, the Company had appointed M/s. S. K. Badjatya& Co., Chartered Accountants (ICAI Firm Registration no. 004017C), in the (28th) Annual General Meeting held on September 30, 2015, as the Statutory Auditor of the Company who shall hold office till the conclusion of third consecutive Annual General Meeting of the Company to be held in the year 2018 on such remuneration as may be determine by the Board of Directors of the Company on the recommendation of the Audit Committee.

M/s. S. K. Badjatya& Co., Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and they have consented to continue as the Statutory Auditors of the Company

The Company has received confirmation from M/s S. K. Badjatya & Co., to the effect that their re appointment, if made, would be within the prescribed limits under Section 141(3) of the Companies Act, 2013 and that they are not disqualified for such re appointment within the meaning of Section 141 of the Companies Act, 2013. The Auditors has also submitted peer review certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, New Delhi as required under the listing agreement. The Board recommends their re appointment.

Members are requested to consider their re appointment as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the second consecutive Annual General Meeting of the Company to be held in the year 2020, at a remuneration decided by the Board of Directors of the Company on the recommendation of the Audit Committee.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every Annual General Meeting is done away with vide Notification (No. S.O. 1833CE), dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, the resolution for re appointment does not propose for ratification of appointment of Auditors.

The Board recommends re appointment of M/s. S. K. Badjatya & Co., as the Statutory Auditors of the Company at the ensuing Annual General Meeting.

Secretarial Audit

According to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel), 2014, The Board of Directors has appointed M/s. R N Gupta & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report submitted by them is enclosed as a part of this Report as Annexure B.

Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors in their Reports:

(i) Statutory Auditor:

The observations and comments given in the report of the Auditors are as follows:

• In the opinion of the Board, current assets, loans and advances shall have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet and provision for all known liabilities have been made and contingent liabilities disclosed properly. Balances of sundry debtors, sundry creditors, loans and advances and other personal accounts are subject to confirmation and reconciliation. Consequential impact, if any, will be considered as and when determined. Sundry Debtors and Loans & Advance(other than advances tosubsidairies) includes amount for a period of more than 3 years.

• Loans & Advances includes non interest bearing unsecured loan given to Chromatic International FZE, the subsidiary of the company for overseas Business Development. The subsidiary did not do any business during the year. Company has not made accounting treatment as prescribed in Ind AS 109 (Financial Instruments) and INd As 113 Fiar Value Measurement). Due to non availability to repayment plan, Company is notable to provide the impact of the same in the Balance Sheet/Notes.

• TheCompany has written off the entire amount related to investment in subsidairy namely chromatic Ferro Alloys Limited during the year, net worth of which is completely eroded and the company has started process of winding up of same.

• Due to adverse market conditions, company has defaulted in the financial obligations to Bank and accordingly, in compliance with the extant RBI guidelines, Bank has degraded the status of the account from Standard to Non Performing Asset and issued a notice under The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. Company's mangement is already under discussion with Bank for the extended repayment plan and also started repaying the debt gradually.

• The Company had made investments in erstwhile subsidiary namely Arcoiris SA with a view to have establishment abroad to penetrate into foreign market. Net worth of Arcoiris SA is fully eroded and the company has been liquidated during the year 2011 12. However, no provision is made for investment made by the company in Arcoiris S.A. as well as the advances and interest receivable, which are doubtful of recovery. The amount has been shown as Long Term Loans & Advances.

• During the year under review, the Company has initiated process of closure of its Indian unlisted subsidiary company, i.e., Chromatic Ferro Alloys Limited, as the company is non operational. The projects / plans of the Company could not be implemented due to operational difficulties. The respective investments in and loan given to these subsidiary companies have not been written off in the books of the Company. The same shall be adjusted / accounted for / written off in the year in which certificate of closure is received from the Registrar of Companies, Mumbai. In view of this the Company's consolidated results consists of Chromatic Ferro Alloys Limited and Chromatic International FZE 100% non integral foreign subsidiary together comprise "Group".

Explanation or comments by management under Section 134(f)(i) of the Companies Act, 2013 in respect of the above

Auditors observations are as follows:

• The management has estimated that the current assets, loans and advances shall have value on realization in the ordinary course of business. Though balances of sundry debtors, sundry creditors, loans and advances and other personal accounts are subject to confirmation and reconciliation, the management feels the same are recoverable.

• The management is of the opinion that the subsidiary would commence business and the advances lent to the subsidiary would be utilized for the purpose of its business.

• Due to adverse market conditions, company has defaulted in the financial obligations to Bank and accordingly, in compliance with the extant RBI guidelines, Bank has degraded the status of the account from Standard to Non Performing Asset and issued a notice under The Securitisation and Reconstruction of Financial Assets and Enforcement to Security Interest Act 2002. Due to this the Company's turnover has also been affected badly during the quarter. The Company has since paid all the dues to bank and bank has upgarded the account to standard assets on 16.06.2018. The Company has started production again nad hope to do well during the remaining period of financial year.

• The amount has been shown as Long Term Loans & Advances in the Financial Statements. Unfortunately, the company has been liquidated during the year 2011 12 and hence recovery of the same is estimated as doubtful.

• The subsidiary did not do any business during the year, but it is positively estimated that the aforesaid subsidiary may commence business in the next financial year.

(ii) Secretarial Auditor:

The observations and comments given in the report of the Secretarial Auditors are as follows:

• During the year under review, the Company has received a notice of demand form from the IncomeTax Assesing Officer U/s 143(1) of the Income Tax Act, 1961 and the matter is pending before the Commissioner of Income Tax (Appeals).

• Due to adverse market conditions, company has defaulted in the financial obligations to Bank and accordingly, in compliance with the extant RBI guidelines, Bank has degraded the status of the account from Standard to Non Performing Asset and issued a notice under The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. Company's mangement is already under discussion with Bank for the extended repayment plan and also started repaying the debt gradually.

Explanation or comments under Section 134(f)(i) of the Companies Act, 2013 in respect of the above Auditors observations are as follows:

• The Company has raised an appeal against the notice of the Assessing Officer U/s 143(1) of the IncomeTax Act,1961and the matter is pending before the Commissioner of Income Tax (Appeals).

• Due to adverse market conditions, company has defaulted in the financial obligations to Bank and accordingly, in compliance with the extant RBI guidelines, Bank has degraded the status of the account from Standard to Non Performing Asset and issued a notice under The Securitisation and Reconstruction of Financial Assets and Enforcement to Security Interest Act 2002. Due to this the Company's turnover has also been affected badly during the quarter. The Company has since paid all the dues to bank and bank has upgarded the account to standard assets on 16.06.2018. The Company has started production again nad hope to do well during the remaining period of financial year.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013.

Shares in suspense account

No equity share of the Company was in suspense account as on March 31, 2018.

Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company's products /business for the financial year 2017 18.

Fixed Deposits

Your Company has not accepted any fixed deposits, during the year, under Section 73 of the Companies Act, 2013 and, as such; no amount on account of principal or interest on fixed deposits was outstanding during the period under review.

Consolidated Financial Results

Your Directors provides Audited Consolidated Financial Statements in this Annual Report.

Foreign Exchange Earnings and Outgo

During the year under review, Company has made following transactions in Foreign Currency.

(Rs. in Lakh)

Particular 2017 18 2016 17
Expenditure in Foreign Currency 15.99 47.55
Earning in Foreign Currency 3,346.20 3,352.01

Conversation of Energy, Technology Absorption & Foreign Earnings and Outgo:

Information in accordance with the provision of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conversation of energy and technology absorption are as per Annexure C and forms part of this report.

Environment and Social Concern

Your Company continues its efforts for the betterment of the environment and conservation of scarce natural resources.

Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable on the Company for the financial year ending March 31, 2018.

Vigil Mechanism

In pursuant to the provisions of the Section 177(9) and (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.chromatic.in .

Business Risk Management

The principle of Risk Minimization has been followed in the company as is the norm of the every industry, it has now become a compulsion.

Therefore, in accordance with Regulation 17(9) of the Listing Regulations, the members of the Board were informed about the risk assessment and the minimization procedures after which the Board formally adopted the steps for framing, implementing and monitoring the risk management plan of the company.

In today's competitive environment, strategies for mitigating risk while accomplishing the growth plans of the company are imperative.

The common risk interalia are: Business Risk, Technology obsolescence, Investments, Retention of Talent and expansion of facilities.

As a matter of policy, these risks are assessed and appropriate steps are taken to mitigate the same.

Disclosure under Sexual Harassment of Women & Workplace (Prevention, Prohibition & Redressal) Act, 2013

Our company has in place an Anti Sexual Harassment Policy at workplace. Our policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. During the year ended March 31, 2018 no complaints have been received pertaining to sexual harassment.

Significant and Material Orders Passed by the Regulators or Courts

During the year under revive there are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Disclosure of Composition of Audit Committee

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is applicable to the Company. The Composition is in line with the provisions of the Listing Regulations read with Section 177 of the Companies Act, 2013.

Related Party Transactions

The Related Party Transactions that were entered during the financial year were on the Arm's Length Basis and were in the ordinary course of business. There were no Related Party Transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of the Companies Act, 2013.

There were no materially significant transactions with the Company's Promoters; Directors; Management, KMP or their Relatives which could have a potential conflict with the interests of the company. Transactions with related parties entered by the Company in the normal course of the business are periodically placed before the committee for its omnibus approval. There being no ‘material' related party transactions as defined under regulation 23 of SEBI Listing Regulations, 2015, there are no details to be disclosed in Form AOC 2 in that regard. During the year 2017 18, pursuant to section 177 of the Companies Act, 2013 and regulation 23 of SEBI Listing Regulations, 2015, all RPTs were placed before the Audit Committee for its approval.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the company and its related parties, in compliance with the applicable provisions of the Companies Act , 2013, the Rules made there under and the Listing Regulations.

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, the Company shall make disclosures in compliance with the Accounting Standard on "Related Party Disclosures" as per the following:

In the accounts of Disclosures of amounts at the year end and the maximum amount of loans / advances / Investments outstanding during the year.
1 Holding Company: Cheetah Multitrade Private Limited Loan Taken by the Company = Rs. 8,182,402/
2 Subsidiary:
a Chromatic International FZE Loan Given by the Company = Rs 2,336,749,514
b Chromatic Sponge Iron Limited NA
c Chromatic Ferro Alloys Limited Loan Given by the Company is written off
3 Holding Company Investments by the loan in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan= NA

Note: For the purpose of above disclosures directors ‘interest shall have the same meaning as given in Section184 of Companies Act, 2013.

Particulars of Loans, Guarantees or Investments

In pursuance to the provision of Section 186 of the Companies Act, 2013, the details of the Loans, guarantees or investments are given in the notes to the financial statements in this Annual Report.

Annual Return

As per Companies (Amendment) Act, 2017 Annual Return of the Company has been uploaded on the website www.chromatic.in Particulars of Employees

The information required pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of the employees of the Company is as follows:

a) Employed throughout the year NIL

b) Employed for part of the year NIL

The Company has not employed any individual whose remuneration falls beyond the purview of the limits prescribed under the provisions Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The remuneration paid to all the Key Managerial Personnel was in accordance with the remuneration policy adopted by the Company.

The details pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure E

Remuneration Ratio of the Director's/Key Managerial Personnel (KMP)/Employees

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 in respect of employees of the Company and Director's/Key Managerial Personnel is furnished hereunder:

Name Designation Remuneration paid F.Y 2017 18 (Rs. In Lakhs) Remuneration paid F.Y 2016 17 (Rs.in Lakhs) Increase in Remuneration from Previous year (Rs.in Lakhs) Ratio/Times per Median of Employees Remuneration
Mr. Vinod Kumar Kaushik Whole Time Director 11.82 12.07 (0.25) 6.18
CS Suruchi Wadher Company Secretary 2.97 2.97 0 0

Relationship between average increase in remuneration and Company's performance:

In line with Company's reward philosophy, merit increases and annual bonus pay outs of its Employees including Key Managerial Personnel are directly linked to individual performance as well as that of the business. Given the superior business performance and the performance rating of the Key Managerial Personnel, appropriate reward by way of merit increase or variable pay have been awarded to the Key Managerial Personnel for the current year. This was duly reviewed and approved by the Nomination & Remuneration Committee of the Company.

Transfer to investor education and protection fund

The following table gives information relating to outstanding dividend accounts and the dates by which they need to be transferred:

Financial Year Date of Declaration of Dividend Date on which dividend will become part of IEPF
2011 12 (Interim) February 08, 2012 March 16, 2019
2012 13 (Final) September 30 ,2013 November 06, 2020

As referred above, since there was no unpaid/unclaimed Dividend declared and paid for the last year 2014 15 and 2015 16, the provisions of Section 125 of the Companies Act, 2013 do not apply.

Acknowledgement

Your Directors take this opportunity to thank all investors, customers, vendors, banks/financial institutions, regulatory and government authorities and Stock Exchanges for their consistent support and encouragement to the Company. The Directors also place on record their sincere appreciation to all employees of the Company for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

Cautionary Statement:

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic market conditions affecting cost as well as the selling prices of the services, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

By order of the Board of Directors For Chromatic India Limited

Sd/ Sd/
Mayank Rasiklal Kotadia Vinod Kumar Kaushik
Place: Mumbai Director Whole time Director
Date: May 26, 2018 (DIN:07484438) (DIN: 02586479)

   

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In case of any grievances pleae write to
Investor_trading@globecapital.com /  igr@globecapital.com (For Trading)     globedp@globecapital.com (For DP)    Investor_pms@globecapital.com (For PMS)     
commigr@globecapital.com (For Commodities)
Equity SEBI Registration No INZ000177137. Exchange Registration Nos NSE : TM No. - 06637, Clearing No.- M50302 | BSE : Clearing No.- 3179 | MSEI : TM Code-1004, Clearing Member Code- 4 | SEBI Registration for DP : IN-DP-NSDL-97-99, NSDL- DP ID: IN300966, CDSL DP ID: 12020600 | SEBI Research Analysts Registration No. INH100001187 | SEBI PMS Registration No. INP00000236
* Through subsidiary Globe Commodities Ltd. --> Commodity SEBI Regn. No. - INZ000024939, Exchange Regn. Nos. - MCX CM ID: 8550 TM ID: 10735, NCDEX CM ID: M50011 TM ID: 00012, NMCE ID: CL0111, ICEX ID: 1009, NCDXSPOT-CR-07-10011,
** Through step in subsidiary Globe Comex International DMCC --> DGCX **TM Id.1064, CM Id.3064*
"We also do Pro-Account trading in Commodity Segment.."
"KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary."
Attention Investors:
"Prevent Unauthorised transactions in your account --> Update your mobile numbers/email IDs with your Stock Brokers. Receive information of your transactions directly from Exchange on your mobile/email at the end of the day .......... Issued in the interest of investors"
"Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participant. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL/CDSL on the same day......................issued in the interest of investors."
"No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
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