Chromatic India Ltd Directors Report.
To the Members,
Your Directors present herewith the 32nd Annual Report and the Audited Financial Statements of the Company for the financial year ended March 31, 2019.
The summary of the financial performance of the Company for the financial year ended March 31, 2019 compared to the previous year ended March 31, 2018 is summarized below:
|Net Sales and Other Income||81,246,457||433,585,981|
|Profit/ (Loss) Before Tax||(3,705,060)||(1,095,822)|
|Add / (Less): Deferred Tax Adjustments||390,815||250,613|
|Less: Current Income Tax||-||113,500|
|Less: Fringe Benefit Tax||-||-|
|Less: Wealth Tax||-||-|
|Profit/(Loss) after Tax||(4,095,875)||(2,653,536)|
|Add/(Less): Prior Year short provision for Tax||-||-|
|Balance Brought Forward||6,009,865||8,766,732|
|Amount Available for Appropriation||1,876,529||6,009,865|
|Dividend/Interim Dividend on Equity Shares||-||-|
|Tax on Dividend||-||-|
|Surplus / Deficit Carried Forward||1,876,529||6,009,865|
Operational Performance and State of Affairs of the Company
The total income generated for the financial year ended March 31, 2019 is Rs. 8.12 crores as against Rs. 43.35 crores for the financialyear ended March 31, 2018. The Loss before tax is Rs. 37.05 lacs for the year ended 2018-19 compared to Rs. 10.96 lacs for the year ended 2017-18. The Net profit after tax is Rs. 40.96 lacs for the financial year 2018-19 as against Rs 26.53 lacs for the financial year 2017-18.
To conserve the financial resources, no dividend has been recommended for the year under review.
Transfer to Reserve
No amount is proposed to transfer to the General Reserve Account as required under the Companies Act, 2013.
Change in Nature of Business
There is no change in nature of business of the Company during the year under review.
Management Discussion and Analysis
The Managements Discussion and Analysis on Companys 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 the 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
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 Companys 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, 2019, 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 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 Report.
Subsidiary Company / Associate / Joint Venture Company
As on March 31, 2019, your Company has two wholly owned subsidiaries (WOS), namely,
1. Chromatic Ferro Alloys Limited (under the process of strike off)
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 company Chromatic International FZE 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 includes the financial result of its subsidiary company.
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 initiated the process to close down a subsidiary company, viz. Chromatic Ferro Alloys Limited which has not yet started any operation.
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) and 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 2019-20 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 Companys recruitment practice ensures that suitable candidates with merit are recruited and provided with the right opportunities to grow within the organization.
Your Companys equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2019, 99.64% 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. Companys ISIN is INE662C01015.
SEBI has decided that securities of listed Companies can be transferred only in dematerialized form with effect from October 2, 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.
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, 2019 was Rs. 710,461,000/- divided into 71,046,100 equity shares of Rs. 10/- each. As on March
31, 2019, Directors shareholding in the Company is as mentioned in this Annual Report.
Pledge of shares
As on March 31, 2019, the Promoter of the Company does not have any shares which are encumbered / pledged.
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
Ms. Hiral Hitesh Bavishi (DIN: 08147837) was appointed as an Additional Director (Independent) on the Board with effect from June 29, 2019. Hence, the Board of Directors seek your confirmation for appointment of Ms. Hiral Hitesh Bavishi as an Independent Director for a term upto five consecutive years i.e., with effectfrom the date of this (32nd)
Annual General Meeting, up to the Annual General meeting to be held in the year 2024. Resolution with respect to the same has been incorporated in the Notice of the 32nd Annual General Meeting of the Company.
Ms. Hiral Hitesh Bavishi has consented to act as an Independent 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.
Mr. Vinod Kumar Kaushik, Whole time Director of the Company re-appointed for a period of fiveyears with effect from
01.04.2019. The resolution seeking approval of the members for the re-appointment of Mr. Vinod Kumar Kaushik as Whole time Director has been incorporated in the Notice of the 32nd Annual General Meeting of the Company.
All the appointment(s) and reappointment(s) has been recommended by the Nomination and Remuneration Committee of the Company.
Ms. Diana M Joshi, Non-Executive Independent Director has resigned from the Board with effect from June 21, 2019. The Board wishes to place on record its deep appreciation for the valuable contributions made by her to the Board and the Company during her tenure as Director.
2. Declaration by Independent Directors
The Company has received declaration from all the Independent Directors of the Company, including the relevant proposed appointee, confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of section 149 of the Companies Act, 2013.
3. Key Managerial Personnel a. CFO
Mr. Nitinkumar Chhotalal Kothari has been appointed as Chief Financial Officer of the Company w.e.f. April 16, 2019.
b. Company Secretary
During the financial year under review, Ms. Suruchi Wadher has resigned from the post of Company Secretary & Compliance Officer w.e.f. November 20, 2018 and Ms. Roshni Jigar Shah has been appointed for the said designation w.e.f. April 16, 2019.
Apart from above, there is no other change in 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.
Companys 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, matters as provided under the aforesaid provisions.
In accordance with the provisions of the Companies Act, 2013, Companies (Amendment) Act, 2017 and Chapter II Regulation
4 of the Listing Regulations, annual evaluation has been carried out of the performance of the Board and Audit, Nomination and Remuneration and Stakeholder Relationship Committees.
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, 2019, the applicable Accounting Standard have been followed along with proper explanation relating to material departure 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
2019, and loss of the company for the year ended on that date;
c. The Directors have taken proper and sufficient care for the maintenance 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. Proper internal financialcontrols were in place and that the financial controls were 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 (31st) Annual General Meeting held on September 26, 2018, as the Statutory Auditor of the Company who shall hold office till the conclusion of Annual General
Meeting of the Company to be held in the year 2020 on such remuneration as may be determine by the Board of Directors of the Company on the recommendation of the Audit Committee.
The Company has received confirmation from M/s S. K. Badjatya & Co., to the effect that their re-appointment is 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. As required under Regulation 33(d) of the Listing Regulations, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
According to the provisions 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 had appointed M/s. R N Gupta & Co., a firm of Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Report of the Secretarial Audit Report submitted by them is enclosed as a part of this Report as Annexure B.
However, M/s. R N Gupta & Co., has resigned as Secretarial Auditor of the Company w.e.f. May 15, 2019.
The Company on May 15, 2019 had appointed Ms. Nishi Jain, Practicing Company Secretary (COP No. 8429 and FCS No. 22386) as Secretarial Auditor in place of M/s. R N Gupta & Co.
Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the in their Reports:
(i) Statutory Auditor:
The observations and comments given in the report of the Auditors are as follows:
We draw reference to note 24 to the standalone financial statements. Sundry Debtors and Loans & Advances (other than advances to subsidiaries) includes amount of Rs 38.61 crore and Rs 1.06 crore respectively which are outstanding for a period of more than 3 years.
We draw reference to note 25 to the standalone financial statement. Loans & Advances includes non-interest bearing unsecured loan of Rs. 249,49,20,653/- 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 the accounting treatment as prescribed in Ind AS 109 (Financial Instruments) and Ind AS 113 (Fair Value Measurement)
We draw reference to note 26 to the standalone financial statement. Company has classified one of its Building which has been given on rent, as Investment Property as per Ind AS 40 (Investment Property) and elected to continue with the carrying value recognised as at 1 April 2016 measured as per previous GAAP. Company has not measured the Investment property at Fair value as on 31.03.2019 as prescribed in Ind AS 40.
We draw reference to note 28 to the standalone financial statements. During the year 2018-19, Commissiomer of Income Tax (Appeal), has passed the order for the A.Y. 2012-13 against the Company for the Income Tax demand of Rs 1,94,68,328/-. Said demand has not yet provided in the books as on 31st March 2019.
We draw reference to note 29 to the standalone financial statements. Capital work in progress includes an amount of Rs. 105.72 Crores, paid during previous accounting years for setting up of power plant. The procurement has not been done for pending clearances from the Govt. These advances are subject to confirmation and reconciliation and outstanding for more than 3 years
We draw reference to the note 6(d). Company carrying heavy cash in hand balance, which in our opinion is not line with the size of business. We have not physically verified the cash balance.
Explanation or comments 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.
The Company is awaiting the required approvals for proceeding to set up the power plant.
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.
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, 2019.
As per the Cost Audit Orders, Cost Audit is not applicable to the Companys products /business for the financial year 2018-19.
Your Company has not accepted any deposits under Section 73 of the Companies Act, 2013 for the year under review and, as such; no amount on account of principal or interest on deposits was outstanding during the period under review.
Consolidated Financial Statements
Your Directors provides Audited Consolidated Financial Statements in this Annual Report. The statement containing the salient features of the financial statement of the Subsidiary Company as required under Section 129(3) of the Companies Act, 2013 in Form AOC-1 is annexed herewith as Annexure A. However, your Company does not have Associate or Joint Venture as on 31st March, 2019.
Foreign Exchange Earnings and Outgo
During the year under review, Company has made following transactions in Foreign Currency.
|Expenditure in Foreign Currency||0.44||15.99|
|Earning in Foreign Currency||548.91||3,346.20|
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, 2019.
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.
Your company has been regularly assessing the risk and ensures that the risk mitigation plans are in place.
Disclosure under Sexual Harassment of Women at 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. Your Directors state that during the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013.
|a. number of complaints filed during the financial year||Nil|
|b. number of complaints disposed of during the financial year||Nil|
|I c. I number of complaints pending as on end of the financial year||Nil|
Company has constituted Internal Complain Committee in accordance with Section 4 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Significant and Material Orders Passed by the Regulators or Courts
material orders passed by the Regulators / Courts which would impact During they ear under review there are no significant 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.
Disclosure of Composition of Stakeholders Relationship Committee
The provisions of Section 178 of the Companies Act, 2013 is applicable to the Company. The Composition is in line with the provisions of the Listing Regulations read with Section 178 of the Companies Act, 2013.
Related Party Transactions
During the year, Company has not entered into any transaction referred to in sub-section (1) of Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its powers) Rules, 2014 with related parties.
The Related Party Transactions that were entered during the financial year were on the Arms 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 Companys 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 2018-19, 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.
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:
|Sr. No.||In the accounts of Chromatic India Limited||Disclosures of amounts at the year end and the maximum amount of loans / advances / Investments outstanding during the year.|
|1||Holding Company:||Loan Taken by the Company = Rs. 8,182,402/-|
|Cheetah Multitrade Private Limited|
|a||Chromatic International FZE||Loan Given by the Company = Rs 2,494,920,653|
|b||Chromatic Ferro Alloys Limited (under the process of liquidation)||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|
Disclosures of transactions of the listed entity with promoter / promoter group:
The Company has only one promoter i.e., Cheetah Multitrade Private Limited. The Company has taken loan of Rs. 8,182,402/- form the promoter, apart from this there is no other transaction with the promoter. Disclosures of transactions of the Company with the Promoter as per the applicable Ind AS are forming part of the financial Statements of the Company.
Particulars of Loans, Guarantees or Investments
In pursuance to the provisions 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.
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 D.
Remuneration Ratio of the Directors/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 Directors/Key Managerial Personnel is furnished hereunder:
|Sr. No||Name||Designation||Remuneration paid in F.Y 2018-19||Remuneration paid F.Y. 2017-18||Increase in Remuneration from Previous year||Ratio/Times per Median of Employees Remuneration|
|(Rs. In Lakhs)||(Rs. In Lakhs)||(Rs. In Lakhs)|
|1||Mr. Vinod Kumar Kaushik||Whole Time Director||12.69||11.82||7.27%||-|
|2||*Ms. Suruchi Wadher||Company Secretary||2.06||2.97||-||-|
*Ms. Suruchi Wadher resigned w.e.f. 20th November, 2018.
Relationship between average increase in remuneration and Companys performance:
In line with Companys 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.
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
Statements in the Boards Report and the Management Discussion & Analysis describing the Companys 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 Companys 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|
|Mayank Rasiklal Kotadia||Vinod Kumar Kaushik|
|Date: August 14, 2019||DIN: 07484438||DIN: 02586479|