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Chromatic India Ltd.

BSE: 530191 Sector: Industrials
NSE: CHROMATIC ISIN Code: INE662C01015
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VOLUME 9841
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OPEN 1.11
CLOSE 1.15
VOLUME 9841
52-Week high 3.82
52-Week low 1.10
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Chromatic India Ltd. (CHROMATIC) - Director Report

Company director report

To the members

Your Company's Directors are pleased to present the 30th Annual Report and the auditedaccounts of the Company for the financial year ended March 31 2017.

Financial Results

The summary of the financial performance of the Company for the financial year endedMarch 31 2017 compared to the previous year ended March 31 2016 is summarized below:

Particulars 2016-17 2015-16
Net Sales and Other Income 372838983 295862110
Profit/ (Loss) Before Tax 470475 255981
Add / (Less): Deferred Tax Adjustments 268445 (75571)
Less: Current Income Tax 90000 48000
Less: Fringe Benefit Tax - -
Less: Wealth Tax - -
Profit/(Loss) after Tax 112030 270442
Add/(Less): Prior Year short provision for Tax - -
Balance Brought Forward 8654703 8384862
Amount Available for Appropriation 8766732 8654703
Appropriations
Dividend/Interim Dividend on Equity Shares - -
Tax on Dividend - -
Surplus / Deficit Carried Forward 8766732 8654703

Review of Performance

Your directors reports total income of Rs. 37.28 crores for the financial year endedMarch 31 2017 as against Rs. 29.59 crores for the financial year ended March 31 2016 aincrease of 25.99 % compared to last financial year. The profit before tax is Rs. 4.7 lacsfor the year ended 2016-17 compared to Rs. 2.5 lacs for the year ended 2015-16 a increaseof 88.00 % compared to the last financial year. The Net profit after tax is Rs. 1.1 lacsfor the financial year 2016-17 as against Rs. 2.7 lacs for the financial year 2015-16.

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

No material changes and commitments affecting the financial position of the Companyoccurredbetween theend of the financial year to which the financial statements relate andthe 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 312017 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 2017 your Company has three wholly owned subsidiaries (WOS) namely

1. Chromatic Ferro Alloys Limited

2. Chromatic Sponge Iron Limited(Dissolved w.e.f 16th May 2017)

3. Chromatic International FZE

The Company had formed three 100% wholly - owned subsidiary namely Chromatic FerroAlloys Limited Chromatic Sponge Iron Limited and Chromatic International FZE on 13thSeptember 201112th September 2011 and 21st October 2010 respectively.

The Company will make available on request the annual accounts of the subsidiarycompanies and the related information where ever applicable to any member of the Companywho may be interested in obtaining the same. These documents after finalisation shallalso be kept for inspection during the business hours at the registered office of thecompany. The Consolidated Financial Statements presented by the Company includes thefinancial results of its subsidiary companies.

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 an Indian subsidiary company viz. Chromatic Ferro Alloys Limitedwhich has not yet started any operation and during the year one of the subsidiary companyviz. Chromatic Sponge Iron Limited has been struck off by the Registrar of Companies anddissolution certificate has also been issued vide MCA's letter dated 16th May 2017.

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 2017-18 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 2017 99.64% 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.

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 2017 was Rs. 710461000/-. As on March 31 2017 Directors shareholding in theCompany and the details thereof are given in the Extract of Annual Return (Form No. MGT-9)in Annexure D to the Boards Report

Pledge of shares

As on March 31 2017 the Promoter of the Company does not have any shares which areencumbered / pledged.

Board Meetings

During the Financial year seven 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. Resignation

During the financial year under review Mr. Chirag B Shah Non-Executive IndependentDirector stepped down from the Board with effect from December 21 2016. The Board wishesto place on record its deep appreciation for the valuable contributions made by him to theBoard and the Company during his tenure as director.

Mr. Ajay Singh Sethi Non-Executive Independent Director has resigned from the Boardwith effect from August 11 2017. The Board wishes to place on record its deepappreciation for the valuable contributions made by him to the Board and the Companyduring his tenure as director.

b. Appointment

Mr. Mayank R Kotadia was appointed as an Additional Director (Independent) on the Boardwith effect from December 30 2016. We seek your confirmation for appointment of Mr.Mayank R Kotadia as an Independent Director for a term upto five consecutive years i.e.with effect from the dateof this (30th) Annual General Meeting up to the Annual Generalmeeting to be held in the year 2022.

Mr. Sandeep B Pawar was appointed as an Additional Director (Independent) on the Boardwith effect from August 11 2017. We seek your confirmation for appointment of Mr. SandeepB Pawar as an Independent Director for a term upto five consecutive years i.e. witheffect from the date of this (30th) Annual General Meeting up to the Annual Generalmeeting to be held in the year 2022.

c. Re-appointment

Ms. Diana M Joshi was appointed as an Independent Director for a period of three yearwith effect from September 30 2014 term of which expires in this ensuing Annual GeneralMeeting. We seek your confirmation for re-appointment of Ms. Diana M Joshi as anIndependent Director of the Company for a term of five consecutive years i.e. with effectfrom the dateof this (30th) Annual General Meetingup to the Annual General meeting to beheld in the year 2022.

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

All the appointment(s) and re-appointment(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 Ms. Diana M Joshi asIndependent Director and appointment of Mr. Mayank R Kotadia as Independent Director Mr.Sandeep B Pawar as Independent Director have been incorporated in the Notice of the AnnualGeneral Meeting of the Company.

Declaration by Independent Directors:

In pursuance of Section 149 of the Companies Act 2013 three of the Director's of theCompany namely Mr. Chirag B Shah* Mr. Ajay Singh Sethi and Ms. Diana M Joshi werecategorized as Independent Directors in terms of the definition contained in the EquityListing Regulations and were appointed as Independent Directors at the 27th Annual GeneralMeeting for or term of 3 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. Chirag B Shah* Mr. Ajay Singh Sethi and Ms. Diana M Joshi fulfills the criteria laiddown in Section 149(6) of the Companies Act 2013 and Regulation 16(b) of the ListingRegulations in this regard.

During the year under review the new appointees on Board namely Mr. Mayank R Kotadiaand Mr. Sandeep B Pawar who are proposed to be appointed as Independent Directors in thisensuing Annual General Meeting has also given their declaration of independence as perthe provisions of the 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 undersub-section (6) of section 149 of the Companies Act 2013.

*Resigned w.e.f December 21 2016.

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 forre-appointment at the forthcoming Annual General Meeting. The Board recommends hisre-appointment.

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 and Chapter II Regulation4 of the Listing Regulations the Board has carried out the annual evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration and Stakeholder relationship Committees.

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 2017 theapplicable Accounting Standard have been followed along with proper explanation relatingto material departure 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 2017 and profit of thecompany 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. Proper internal financial controls were in place and that the financial controlswere 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(subject to the ratification of the appointment by the members at every Annual GeneralMeeting held thereafter) on such remuneration as may be determine by the Board ofDirectors of the Company on the recommendation of the Audit Committee.

M/s. S. K. Badjatya & Co. have given their consent to be re-appointed as theStatutory Auditors of the Company and has furnished a certificate of their eligibilityunder section 141 of the Companies act 2013 and the rules framed thereunder. As requiredunder Regulation 33(d) of the Listing Regulations the auditors have also confirmed thatthey hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.

The Board recommends ratification of the 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 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 a value onrealisation in the ordinary course of business at least equal to the amount at which theyare stated in the balance sheet and provision for all known liabilities have been made andcontingent liabilities disclosed properly. Balances of sundry debtors sundry creditorsloans and advances and other personal accounts are subject to confirmation andreconciliation. Consequential impact if any will be considered as and when determined.

* Loans & Advances includes non-interest bearing unsecured loan given to ChromaticInternational FZE the subsidiary of the company for overseas Business Development. Thesubsidiary did not do any business during the year.

* The Company had made investments in erstwhile subsidiary namely Arcoiris SA with aview to have establishment abroad to penetrate into foreign market. Net worth of ArcoirisSA is fully eroded and the company has been liquidated during the year 2011-12. Howeverno provision is made for investment made by the company in Arcoiris S.A. as well as theadvances and interest receivable which are doubtful of recovery. The amount has beenshown as Long Term Loans & Advances.

* The Company has made Advances for capital work in progress during previous accountingyears for setting up of power plant. The procurement has not been done for pendingclearances from the Govt. These advances are subject to confirmation and reconciliation.

* During the year under review the Company has initiated process of closure of itsIndian unlisted subsidiary company i.e. Chromatic Ferro Alloys Limited as the companyis non operational. The projects / plans of the Company could not be implemented due tooperational difficulties. The respective investments in and loan given to these subsidiarycompanies have not been written off in the books of the Company. The same shall beadjusted / 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 under Section 134(f)(i) of the Companies Act 2013 in respectof the above Auditors observations are as follows:

* The management has estimated that the current assets loans and advances shall havevalue 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 and theadvances lent to the subsidiary would be utilized for the purpose of its business.

* 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 Company is awaiting the required approvals for proceeding to set up the powerplant.

* The subsidiary did not do any business during the year and hence the management hasdecided to close down this subsidiary company and application for the same is in process.

(ii) Secretarial Auditor:

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

* Previous year the Company had received a Show Cause Notice cum demand from the IncomeTax Assessing officer under Income Tax Act 1961 the matter was adjudicated in favour ofthe Company. However a matter relating to transfer pricing is pending before theCommissioner of Income tax (Appeals).

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 won the appeal against the order of the Assessing officer. However amatter relating to transfer pricing is still pending before the Commissioner of Income tax(Appeals).

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 2017.

Cost Audit

As per the Cost Audit Orders Cost Audit is not applicable to the Company's products/business for the financial year 2016-17.

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.

Particular 2016-17 2015-16
Expenditure in Foreign Currency 47.55 417.93
Earning in Foreign Currency 3352.01 2728.30

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 2017.

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 Companyatwww.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 2017 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 or their Relatives which could have a potential conflict with theinterests of the company. Transactions with related parties entered by the Company in thenormal course of the business are periodically placed before the committee for its omnibusapproval.There being no 'material' related party transactions as defined under regulation23 of SEBI Listing Regulations 2015 there are no details to be disclosed in Form AOC-2in that regard. During the year 2016-17 pursuant to section 177 of the Companies Act2013 and regulation 23 of SEBI Listing Regulations 2015 all RPTs were placed before theAudit 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: Loan Taken by the Company = Rs. 8182402/-
Cheetah Multitrade Private Limited
2 Subsidiary:
a Chromatic International FZE Loan Given by the Company = Rs. 2330231222/-
b Chromatic Sponge Iron Limited NA
c Chromatic Ferro Alloys Limited Loan Given by the Company = Rs. 450000/-
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.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure - D

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 yearNIL

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 2016-17 (Rs. In Lakhs) Remuneration paid F.Y 2015-16 (Rs.in Lakhs) Increase in Remuneration from Previous year (Rs.in Lakhs) Ratio/Times per Median of Employees Remuneration
1 Mr. Vinod Kumar Kaushik Whole Time Director 12.07 13.15 1.08 6.50
2 CS Suruchi Wadher Company Secretary 2.97 0 0 1.38

1) Appointed as Whole time Director w.e.f. April 1 2014.

2) Appointed as Company Secretary and Compliance Officer w.e.f. April 7 2017

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 does 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 R Kotadia Vinod Kumar Kaushik
Director Whole time Director
(DIN:07484438) (DIN: 02586479)
Place: Mumbai
Date: September 1 2017