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Chromatic India Ltd.

BSE: 530191 Sector: Industrials
NSE: CHROMATIC ISIN Code: INE662C01015
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VOLUME 201
52-Week high 2.24
52-Week low 0.85
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.97
Buy Qty 100.00
Sell Price 1.00
Sell Qty 9803.00
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CLOSE 1.00
VOLUME 201
52-Week high 2.24
52-Week low 0.85
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.97
Buy Qty 100.00
Sell Price 1.00
Sell Qty 9803.00

Chromatic India Ltd. (CHROMATIC) - Director Report

Company director report

BOARD'S REPORT

To the Members

Your Company's Directors are pleased to present the 31st Annual Report and the auditedaccounts 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 endedMarch 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 436441465 375102542
Profit/ (Loss) Before Tax (1095822) 470475
Add / (Less): Deferred Tax Adjustments 250613 268445
Less: Current Income Tax 113500 90000
Less: Fringe Benefit Tax
Less: Wealth Tax
Profit/(Loss) after Tax (2653536) 112030
Add/(Less): Prior Year short provision for Tax
Balance Brought Forward 8766732 8654703
Amount Available for Appropriation 6009868 8766732
Appropriations
Dividend/lnterim Dividend on Equity Shares
Tax on Dividend
Surplus / Deficit Carried Forward 6009868 8766732

Review of Performance

Your directors reports total income of Rs. 43.64 crores for the financial year endedMarch 31 2018 as against Rs. 37.51 crores for the financial year ended March 31 2017 aincrease of 16.26 % compared to last financial year. The Loss before tax is Rs. 10.95 lacsfor the year ended 2017 18 compared to Rs. 4.7 lacs for the year ended 2016 17. The Netprofit after tax is Rs. 26.53 lacs for the financial year 2017 18 as against Rs1.1 lacsfor 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 yearunder 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 theCompanies Act 2013. Management Discussion and Analysis

The Management's Discussion and Analysis on Company's performance industry trends andother material changes with respect to the Company and its subsidiaries pursuant toRegulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015(herein after called as the "Listing Regulations") is presented in aseparate section forming part of this Annual Report.

Material Changes/ Commitments affecting the Financial Position of the Company occurredbetween the end of the Financial Year to which the Financial Statements relate and thedate of this Report

Due to adverse market conditions company has defaulted in the financial obligations toBank and accordinglyin compliance with the extant RBI guidelines Bank has degraded thestatus of the account from Standard to Non Performing Asset and issued a notice under TheSecuritisation and Reconstruction ofFinancial Asset and Enforcement to Security InterestAct 2002. Company's management is already under discussion with the Bank for the extendedrepayment plan and also started repaying the debt gradually. The total outstanding amountof financial obligation of the Bank is Rs.116.66 lacs as on March 31 2018. Due to adversemaket conditions company has defaulted in the financial obligations to Bank andaccordingly in compliance with the extant RBI guidelines Bank has degraded the status ofthe account from Standard to Non Performing Asset and issued a notice under TheSecuritisation and Reconstruction of Financial Asset and Enforcement to Security InterestAct 2002. Due to this the Company's turnover has also been affected badly during thequarter. The Company has since paid all the dues to bank and bank has upgarded the accountto standard assets on 16.06.2018. The Company has started production again nad hope to dowell during the remaining period of financial year.

Apart from the above there are no material changes and commitments affecting thefinancial position of the Company occurred between the end of the financial year to whichthe 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. Howeverlooking at the growth in the size of the Company and its operations it is strengtheningthese systems further. The Company places great emphasis on the maintenance of effectiveinternal controls both from the point of view of compliance with statutory requirementsas well as supporting the smooth and efficient running of the business.

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

A process driven framework for Internal Financial Control has been designed andimplemented by the Company within the meaning of the explanation to Section 134(5)(e) ofthe Companies Act 2013. For the financial year ended March 312018 the Board is of theopinion that the Company has sound Internal Financial Control commensurate with its sizeand nature of its Business operations and operating effectively and no material weaknessexist.

The Company has appointed M/s. Ponkshe Kulkarni & Co.(FRN: 107962W) CharteredAccountants as Internal Auditors of the Company pursuant to Section 138 of the CompaniesAct 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 inthe provisions of the Listing Regulations. A report on the Corporate Governance isincluded as a part of this Annual Report. A Certificate from the Practicing CompanySecretary confirming the compliance with the conditions of the Corporate Governance asstipulated 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 FerroAlloys Limited and Chromatic International FZE on 13th September 2011 and 21st October2010 respectively.

The Company will make available on request the annual accounts of the subsidiarycompanies and related information to any member of the Company who may be interested inobtaining the same. These documents will also be kept open for inspection during thebusiness hours at the registered office of the Company. The Consolidated FinancialStatements presented by the Company includes the financial results of its subsidiarycompanies.

During the year under review Company does not have any associate company and jointventure company pursuant to the provisions of Companies Act 2013. Your company is inprocess to close down a subsidiary company viz. Chromatic Ferro Alloys Limited which hasnot 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 anapplication 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 ofsubsidiaries is attached to this Annual Report as Annexure A.

Policy for determining material subsidiaries is disclosed on the website of the Companyat 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 waslisted and admitted for dealing on National Stock Exchange with effect from 29th May2012. The annual listing fees for the year 2018 19 is already paid to the Bombay StockExchange Limited and National Stock Exchange of India Limited.

Human Resource Development

Company encourages a culture that develops and empowers people promotes team buildingand nurtures new ideas. The Company's recruitment practice ensures that suitablecandidates with merit are recruited and provided with the right opportunities to growwithin the organization.

Depository System

Your Company's equity shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As of March31 2018 99.63% of the Equity shares were held in demat form. In view of the numerousadvantages offered by the Depository system members holding shares in physical mode areadvised 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 indematerialized form with effect from October 4 2018. In view of the above and to availvarious benefits of dematerialization members are advised to dematerialise shares held bythem in physical form.

Buy Back of Shares

During the financial year under review Company has not announced any Buy back of itsShares.

Share Capital

During the financial year under review there is no change in the capital structure ofthe Company by way of further issue bonus sweat equity share employee stock optionscheme or in any other manner. The paid up equity share capital of the Company as on March31 2018 was Rs. 710461000/ divided into 71046100 equity shares of Rs. 10/ each. As onMarch 31 2018 Directors shareholding in the Company is as mentioned in this AnnualReport.

Pledge of shares

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

Board Meetings

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

Directors / Key Managerial Personnel

1. Composition of Directors A Appointment

Mr. Siraj Ahmed Shaikh was appointed as an Additional Director (Independent) on theBoard 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 Generalmeeting to be held in the year 2023.

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

B. Re appointment

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

C. Resignation

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

All the appointment(s) and reappointment(s) has been recommended by the Nomination andRemuneration Committee of the Company. The resolutions seeking approval of the members forthe re appointment of Mr. Vinod Kumar Kaushik as Whole time Director and appointment ofMr. Siraj Ahmed Shaikh as Independent Director have been incorporated in the Notice of theAnnual 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 theCompany namely Mr. Mayank Rasiklal Kotadia and Ms. Diana Mahesh Joshi were categorized asIndependent Directors in terms of the definition contained in the Equity ListingRegulations and were appointed as Independent Directors at the 30th Annual General Meetingheld on September 27 2017 for a term of 5 years.

The provisions of Section 149(4) of the Companies Act 2013 pertaining to theappointment of Independent Directors have been notified by the Ministry of CorporateAffairs with effect from April 012014. Pursuant to the provisions into force of Section149 of the Companies Act 2013 from April 01 2014 the Company has re assessed thestatus of its Directors with a view of determining their qualification for categorising asIndependent Directors in terms of Section 149(6) of the Companies Act 2013. AccordinglyMr. Mayank Rasiklal Kotadia Ms. Diana Mahesh Joshi and Mr. Siraj Ahmed Shaikh fulfillsthe 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 AhmedShaikh who is proposed to be appointed as Independent Directors in this ensuing AnnualGeneral Meeting has also given his declaration of independence as per the provisions ofthe Companies Act 2013.

Section 149 (10) of the Companies Act 2013 restrict the tenure of Independent Directorupto two terms with a single term not exceeding five years which shall be effective fromApril 01 2014. The Regulation 25 of the Listing Regulations also contains the sameprovisions relating to tenure of Independent Directors. The said Regulation also containsother obligations with respect to independent directors which has been duly fulfilled bythe Independent Directors of the Company.

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both under subsection (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 Act2013 Mr. Vinod Kumar Kaushik Whole time Director retires by rotation at the ensuingAnnual General Meeting of the Company and being eligible offers himself for reappointment at the forthcoming Annual General Meeting. The Board recommends hisreappointment.

Key Managerial Personnel

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

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

Company's policy relating to Directors Appointment Payment of Remuneration anddischarge of their duties

The provisions of Section 178(1) of the Companies Act 2013 relating to constitution ofNomination and Remuneration Committee are applicable to the Company and hence the Companyhas devised a policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence of Directors andother related matters as provided under the aforesaid provisions.

Board Evaluation

In accordance with the provisions of the Companies Act 2013 Companies (Amendment) Act2017 and Chapter II Regulation 4 of the Listing Regulations the annual evaluation hasbeen carried out of the performance of the Board and Audit Nomination and Remunerationand Stakeholder relationship Committees and of individual Directors.

Directors Responsibility Statement

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

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

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

c. The Directors have taken proper and sufficient care for the maintenance of adequateAccounting records in accordance with the provision of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

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

f. The directors had devised proper systems to ensure compliance with the provisions ofall 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 theCompany had appointed M/s. S. K. Badjatya& Co. Chartered Accountants (ICAI FirmRegistration no. 004017C) in the (28th) Annual General Meeting held on September 302015 as the Statutory Auditor of the Company who shall hold office till the conclusion ofthird consecutive Annual General Meeting of the Company to be held in the year 2018 onsuch remuneration as may be determine by the Board of Directors of the Company on therecommendation of the Audit Committee.

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

The Company has received confirmation from M/s S. K. Badjatya & Co. to the effectthat their re appointment if made would be within the prescribed limits under Section141(3) of the Companies Act 2013 and that they are not disqualified for such reappointment within the meaning of Section 141 of the Companies Act 2013. The Auditors hasalso submitted peer review certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India New Delhi as required under the listing agreement. TheBoard recommends their re appointment.

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

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

The Board recommends re appointment of M/s. S. K. Badjatya & Co. as the StatutoryAuditors 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 9of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 The Boardof Directors has appointed M/s. R N Gupta & Co. a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company. The Report of the SecretarialAudit Report submitted by them is enclosed as a part of this Report as Annexure B.

Explanation or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers 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 avalue on realisation in the ordinary course of business at least equal to the amount atwhich they are stated in the balance sheet and provision for all known liabilities havebeen made and contingent liabilities disclosed properly. Balances of sundry debtorssundry creditors loans and advances and other personal accounts are subject toconfirmation and reconciliation. Consequential impact if any will be considered as andwhen determined. Sundry Debtors and Loans & Advance(other than advancestosubsidairies) includes amount for a period of more than 3 years.

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

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

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

• The Company had made investments in erstwhile subsidiary namely Arcoiris SA witha view to have establishment abroad to penetrate into foreign market. Net worth ofArcoiris 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 wellas the advances and interest receivable which are doubtful of recovery. The amount hasbeen shown as Long Term Loans & Advances.

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

Explanation or comments by management under Section 134(f)(i) of the Companies Act2013 in respect of the above

Auditors observations are as follows:

• The management has estimated that the current assets loans and advances shallhave value on realization in the ordinary course of business. Though balances of sundrydebtors sundry creditors loans and advances and other personal accounts are subject toconfirmation and reconciliation the management feels the same are recoverable.

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

• Due to adverse market conditions company has defaulted in the financialobligations to Bank and accordingly in compliance with the extant RBI guidelines Bankhas degraded the status of the account from Standard to Non Performing Asset and issued anotice under The Securitisation and Reconstruction of Financial Assets and Enforcement toSecurity Interest Act 2002. Due to this the Company's turnover has also been affectedbadly during the quarter. The Company has since paid all the dues to bank and bank hasupgarded the account to standard assets on 16.06.2018. The Company has started productionagain nad hope to do well during the remaining period of financial year.

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

• The subsidiary did not do any business during the year but it is positivelyestimated 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 asfollows:

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

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

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

• The Company has raised an appeal against the notice of the Assessing Officer U/s143(1) of the IncomeTax Act1961and the matter is pending before the Commissioner ofIncome Tax (Appeals).

• Due to adverse market conditions company has defaulted in the financialobligations to Bank and accordingly in compliance with the extant RBI guidelines Bankhas degraded the status of the account from Standard to Non Performing Asset and issued anotice under The Securitisation and Reconstruction of Financial Assets and Enforcement toSecurity Interest Act 2002. Due to this the Company's turnover has also been affectedbadly during the quarter. The Company has since paid all the dues to bank and bank hasupgarded the account to standard assets on 16.06.2018. The Company has started productionagain 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 secondproviso 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 ofthe Companies Act 2013 and as such; no amount on account of principal or interest onfixed deposits was outstanding during the period under review.

Consolidated Financial Results

Your Directors provides Audited Consolidated Financial Statements in this AnnualReport.

Foreign Exchange Earnings and Outgo

During the year under review Company has made following transactions in ForeignCurrency.

(Rs. in Lakh)

Particular 2017 18 2016 17
Expenditure in Foreign Currency 15.99 47.55
Earning in Foreign Currency 3346.20 3352.01

Conversation of Energy Technology Absorption & Foreign Earnings and Outgo:

Information in accordance with the provision of Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 regarding conversation ofenergy 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 andconservation of scarce natural resources.

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

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable on the Company for the financialyear ending March 31 2018.

Vigil Mechanism

In pursuant to the provisions of the Section 177(9) and (10) of the Companies Act2013 a Vigil Mechanism for Directors and Employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.chromatic.in .

Business Risk Management

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

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

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

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

As a matter of policy these risks are assessed and appropriate steps are taken tomitigate 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 aimsat prevention of harassment of employees as well as contractors and lays down theguidelines for identification reporting and prevention of sexual harassment. During theyear ended March 31 2018 no complaints have been received pertaining to sexualharassment.

Significant and Material Orders Passed by the Regulators or Courts

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

Disclosure of Composition of Audit Committee

The provisions of Section 177 of the Companies Act 2013 read with Rule 6 and 7 of theCompanies (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 withSection 177 of the Companies Act 2013.

Related Party Transactions

The Related Party Transactions that were entered during the financial year were on theArm's Length Basis and were in the ordinary course of business. There were no RelatedParty Transactions (RPTs) entered into by the Company during the financial year whichattracted 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 withthe interests of the company. Transactions with related parties entered by the Company inthe normal course of the business are periodically placed before the committee for itsomnibus approval. There being no ‘material' related party transactions as definedunder regulation 23 of SEBI Listing Regulations 2015 there are no details to bedisclosed in Form AOC 2 in that regard. During the year 2017 18 pursuant to section 177of the Companies Act 2013 and regulation 23 of SEBI Listing Regulations 2015 all RPTswere placed before the Audit Committee for its approval.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the company and its relatedparties in compliance with the applicable provisions of the Companies Act 2013 theRules made there under and the Listing Regulations.

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations theCompany shall make disclosures in compliance with the Accounting Standard on "RelatedParty 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. 8182402/
2 Subsidiary:
a Chromatic International FZE Loan Given by the Company = Rs 2336749514
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 samemeaning 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 ofthe Loans guarantees or investments are given in the notes to the financial statements inthis Annual Report.

Annual Return

As per Companies (Amendment) Act 2017 Annual Return of the Company has been uploadedon 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 asfollows:

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 purviewof the limits prescribed under the provisions Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

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

The details pursuant to Section 197 read with Rule 5(1) of the Companies (Appointmentand 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 andDirector'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 ofits Employees including Key Managerial Personnel are directly linked to individualperformance as well as that of the business. Given the superior business performance andthe performance rating of the Key Managerial Personnel appropriate reward by way of meritincrease or variable pay have been awarded to the Key Managerial Personnel for the currentyear. This was duly reviewed and approved by the Nomination & Remuneration Committeeof the Company.

Transfer to investor education and protection fund

The following table gives information relating to outstanding dividend accounts and thedates 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 forthe last year 2014 15 and 2015 16 the provisions of Section 125 of the Companies Act2013 do not apply.

Acknowledgement

Your Directors take this opportunity to thank all investors customers vendorsbanks/financial institutions regulatory and government authorities and Stock Exchangesfor their consistent support and encouragement to the Company. The Directors also place onrecord their sincere appreciation to all employees of the Company for their hard workdedication and commitment. The enthusiasm and unstinting efforts of the employees haveenabled the Company to remain at the forefront of the Industry.

Cautionary Statement:

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic market conditions affectingcost as well as the selling prices of the services changes in government regulations taxlaws economic developments within the country and other factors such as litigation andindustrial 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)