| The Company's Directors are pleased to present the 28th Annual Report
and the audited accounts of the Company for the financial year ended
31st March, 2015.
Financial Results
The summary of the financial performance of the Company for the
financial year ended 31st March, 2015 compared to the previous year
ended 31st March, 2014 is summarized below:
(In Rupees)
Particulars 2014-15 2013-14
Net Sales and Other Income 414,015,616 285,905,382
Profit/ (Loss) Before Tax 488,640 263,460
Add / (Less): Deferred Tax
Adjustments 95,285 61,194
Less: Current Income Tax 80,000 75,000
Less: Fringe Benefit Tax
Less: Wealth Tax
Profit/(Loss) after Tax 313,355 127,266
Add/(Less): Prior Year
short provision for Tax
Balance Brought Forward 8,845,648 8,718,382
Amount Available
for Appropriation 8,384,862 8,845,648
Appropriations
Dividend/Interim
Dividend on Equity
SharesTax
on Dividend
Surplus / Deficit
carried Forward 8,384,862 8,845,648
Review of Performance and Management discussion and Analysis
Your directors are pleased to report total income of Rs. 41.40 crores
for the financial year ended 31st March, 2015 as against Rs.28.59
crores for the financial year ended 31st March, 2014, an increase of
44.80% compared to last financial year. The profit before tax is Rs.
4.88 Lacs for the year ended 2014-15 compared to Rs. 2.63 Lacs for the
year ended 2013-14, an increase of 85.55% compared to the last
financial year. The Net profit after tax is Rs. 3.13 Lacs for the
financial year 2014- 15 as against 1.27 lacs for the financial year
2013-14, an increase of 146.22% compared to last financial year.
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 Clause 49 of the Listing Agreement is
presented in a separate section forming part of this Annual Report.
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.
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, 2015, the Board is of the opinion that
the Company has sound IFC commensurate with its size and nature of its
Business operations and operating effectively and no material weakness
exist.
Transfer to Reserve
No amount is proposed to transfer to the General Reserve Account as
required under the Companies Act, 2013.
Corporate Governance and Shareholders Information
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 49 of the Listing Agreement. 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 Clause 49 of the Listing Agreement is enclosed as a
part of this Report.
Subsidiary Company / Associate / Joint Venture Company
As on 31st March 2015, your Company has three wholly owned subsidiaries
(WOS), namely,
1. Chromatic Ferro Alloys Limited
2. Chromatic Sponge Iron Limited
3. Chromatic International FZE
The Company had formed three 100% wholly - owned subsidiary, namely
Chromatic Ferro Alloys Limited, Chromatic Sponge Iron Limited and
Chromatic International FZE on 13th September, 2011, 12th September,
2011 and 21st October, 2010 respectively.
The Company will make available, on request, the Annual Accounts of the
subsidiary companies and the 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 include 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 has decided to close the subsidiary
Company (ies) which have not yet started operations.
The statement pursuant to Section 129 (3) of the Companies Act, 2013
containing the prescribed details of subsidiaries is attached to this
report.
Listing of Equity Shares
The equity shares of your company are listed on Bombay Stock Exchange
Limited (BSE), National Stock Exchange of India Limited and the
Luxembourg Stock Exchange, Luxembourg. 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
2015-16 is already paid to the Bombay Stock Exchange Limited and
National Stock Exchange of India Limited, whereas the payment to the
Luxembourg Stock Exchange is yet to be made.
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 31st March, 2015, 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.
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
equity share capital of the Company by way of further issue, bonus,
sweat equity share, employee stock option scheme or in any other
manner.
Pledge of shares
As on March 31, 2015, the Promoters of the Company do not have any
shares which are encumbered / pledged.
Board Meetings
During the Financial year, four board meetings were held and the
details of which are given in the Corporate Governance Report. The
provisions of the Companies Act, 2013 and the Listing Agreement were
adhered to while considering the time gap between the two meetings.
Directors / Key Managerial Personnel
In pursuance of Section 149 of the Companies Act, 2013, three of the
Director's of the company namely, Mr. Chirag Shah, Mr. Ajay Singh
Sethi and Ms. Diana Joshi were categorized as Independent Directors in
terms of the definition contained in the Equity Listing Agreement.
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 categorizing as Independent Directors in terms of
Section 149 (6) of the Companies Act, 2013. Accordingly, Mr. Chirag
Shah; Mr. Ajay Singh Sethi and Ms. Diana Joshi fulfills the criteria
laid down in Section 149 (6) of the Companies Act, 2013, in this
regard.
Section 149 (10) of the Companies Act, 2013 restrict the tenure of
Independent Director up to two terms, with a single term not exceeding
five years, which shall be effective from April 01, 2014. The revised
Clause 49 of the Equity Listing agreement issued by Securities and
Exchange Board of India (SEBI), pursuant to Circular no. CIR/CFD/POLICY
CELL/2/2014 dated April 17, 2014, also contains the same provisions.
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 and under clause 49 of the listing agreement
with the stock exchange.
The Board of Directors had appointed Ms. Diana Joshi as an additional
director of the company from 1st September, 2014. Her appointment was
regularized in the last Annual General Meeting as an Independent
Director for a period of consecutive three years.
Ms. Dipti M. Sharma was appointed as Company Secretary and Compliance
Officer of the Company effective from 11th June, 2014 by the Board of
Directors of the Company. She resigned effective from 28th February,
2015. The Board places on record its appreciation of the immense
contribution made by her to the Company.
Mr. Vinod Kaushik, Whole-time Director of the Company, retires from the
Board by rotation and is being eligible for re- appointment at the
forthcoming Annual General Meeting.
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) 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 Section 178(3) of the Companies Act, 2013.
Board Evaluation
In accordance with the provisions of the Companies Act, 2013 and clause
49 of the Listing Agreement, the Board has carried out the annual
evaluation of its own performance, the directors individually as well
as the evaluation of the working of the Audit, Nomination and
Remuneration Committee and Stakeholder relationship committee.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013with respect to
Directors' Responsibility Statement, your Directors hereby confirmed
that- (I) In the preparation of Annual Accounts for the year ended
March 31, 2015 the applicable Accounting Standard have been followed
along with proper explanation relating to material departure and there
are no material departures from the same;
(II) 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 31st March, 2015, and profit of the company for
the year ended on that date;
(III) 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;
(IV) The Directors have prepared the Annual Accounts of the Company on
a going concern basis;
(V) Proper internal financial controls were followed by the Company and
such internal financial controls are adequate and were operating
effectively and
(VI) 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
M/s. S. K. Badjatya & Co., Chartered Accountants (ICAI Firm
Registration no. 004017C), Statutory Auditors of the Company, retires
at the conclusion of the forthcoming 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 third consecutive Annual General
Meeting of the Company to be held in the year 2018( subject to the
ratification of the appointment by the members at every Annual General
Meeting held after this Annual General Meeting), at a remuneration
decided by the Board of Directors of the Company in consultation with
the Auditors.
All observation made by the Auditors in their reports are self
explanatory by way of Notes on Accounts and does not require any
further clarification.
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 Mr.
R. N. Gupta, Practicing Company Secretary as the Secretarial Auditor
for the financial year ending 31st March, 2015. The Secretarial Audit
Report submitted by him is enclosed as a part of this Report as
Annexure A.
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 31st
March, 2015.
Cost Audit
As per the Cost Audit Orders, Cost Audit is not applicable to the
Company's products /business for the financial year 2014-15.
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 2014-15 2013-14
Expenditure in Foreign
Currency 1,674.73 428.61
Earning in Foreign
Currency 3,133.36 2,676.49
Conservation of Energy, Technology Absorption & Foreign Earnings and
Outgo:
Information in accordance with the provision of Section 134 of the
Companies Act, 2013 read with Rule 8 of the Companies (Account), Rules,
2014 regarding conservation of energy and technology absorption are as
per Annexure-B 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 31st March, 2015.
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 Clause 49 of the Listing Agreement, 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,
rohibition & 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 31st March, 2015 no complaints have
been received pertaining to sexual harassment.
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 Clause 49 of the Listing Agreement 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 materially significant transactions with the
Company's Promoters; Directors; Management 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.
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 Agreement.
Our Company took loan from M/s Easy Access Financial Services Private
Limited , whereby the promoter company's shares i.e M/s Cheetah
Multitrade Private Limited Shares were pledged as a security towards
the loan.
During the period under review, the pledged shares of promoter company
were invoked and sold to realize the loan.
Explanation or Comments on Qualifications, Reservations or Adverse
Remarks or Disclaimers made by the Auditors and the Practicing Company
Secretary in their Reports:
There was no qualification, reservations or adverse remarks made by the
Auditors in their report.
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.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as Annexure - C 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 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 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 - D 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 Mangerial Personnel is
furnished hereunder:
Sr.
No Name Designation Remuneratio Remuneration
paid F.Y Paid F.Y
2014-15 2013-14
(Rs In
Lakhs) (Rs.in
Lakhs)
1 Mr.Vinod
Kumar
Kaushik Whole Time
Director 11.97 9.18
2 Ms.Dipti
Chinchkdeke Company
Secretary 0 1.92* 0 0.66
NAME Increase in Ratio /Times
remuneration per median
from previous employees
year remuneration
MR. Vinod
kumar 2.79 4.11
Kasuik
MS. Dipti
chinchk
deke 0 0.66
* Note : Ms. Dipti Chinchkhede was appointed as a Company Secretary
w.e.f 11th June, 2014 and resigned from the organization w.e.f 28th
February, 2015. Hence the actual amount paid to her during the
financial year has been stated. For comparison basis, the remuneration
to be paid for the entire financial year has been taken.
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 date on which
Declaration of dividend will
Dividend become part of IEPF
2009-10 (Interim) January 29, 2010 March 07, 2017
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 last year, 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.
By order of the Board of Director
For Chromatic India Limited
Sd/- Sd/-
Chirag Shah Vinod Kumar Kaushik
Director Whole time Director
Place:Mumbai (DIN06583820) (DIN02586479)
Dated : 4th August, 2015
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