Mar 31, 2014
Dear Shareholders,
The Company''s Directors are pleased to present the 27th Annual Report
and the audited accounts of the Company for the financial year ended
31st March, 2014.
Financial Results
The summary of the financial performance of the Company for the
financial year ended 31st March, 2014 compared to the previous year
ended 31st March 2013 is summarized below:
(In Rupees)
Particulars 2013-2014 2012-2013
Net Sales and Other Income 285,905,382 932,907,649
Profit/ (Loss) Before Tax 2,63,460 2,743,773
Add / (Less): Deferred Tax Adjustments 61,194 (31,815)
Less: Current Income Tax 75,000 700,000
Less: Fringe Benefit Tax - -
Less: Wealth Tax - -
Profit/(Loss) after Tax 1,27,266 2,075,588
Add/(Less): Prior Year short provision for Tax - 55,172
Balance Brought Forward 8,718,382 8,239,054
Amount Available for Appropriation 8,845,648 10,314,642
Appropriations
Dividend/Interim Dividend on Equity Shares - 1,420,922
Tax on Dividend - 230,510
Surplus / Deficit Carried Forward 8,845,648 8,718,382
Review of Performance and Management discussion and Analysis
Your directors are pleased to report total income of Rs. 28.59 crores
for the financial year ended 31st March, 2014 as against Rs. 93.29
crores for the financial year ended 31st March, 2013, a decrease of
69.35%. The profit before tax is Rs. 2.63 Lacs for the year ended
2013-14 compare to Rs. 27.43 Lacs for the year ended 2012-13. The Net
profit after tax is Rs. 1.27 lacs for the financial year ending
2013-2014.
The Management''s Discussion and Analysis on Company''s performance Â
industry trends and other material changes with respect to the Company
and its subsidiaries pursuant to Clause 49 of the Listing Agreement is
presented in a separate section forming part of this Annual Report.
Dividend
To converse the financial resources, no dividend has been recommended
for the year under review and no amount are proposed to be transferred
to reserves.
Internal Control System
The Company''s present Internal Control Systems are commensurate with
its size. However, looking at the growth in the size of the Company and
its operations it is strengthening these systems further. The Company
places great emphasis on the maintenance of effective internal
controls, both from the point of view of compliance with statutory
requirements as well as supporting the smooth and efficient running of
the business.
The Management is taking further initiatives in terms of adding more
capacities, which would have significant benefit in the coming years.
Transfer to Reserve
No amount is proposed to transfer to the General Reserve Account.
Subsidiary Company
As on 31st March 2014, your Company has three wholly owned
subsidiaries, namely,
1. Chromatic Ferro Alloys Limited
2. Chromatic Sponge Iron Limited
3. Chromatic International FZE
The Company had formed two 100% wholly  owned subsidiary, "Chromatic
Ferro Alloys Limited" and "Chromatic Sponge Iron Limited" on 13th
September, 2011 and 12th September, 2011 respectively.
In terms of Section 212 of the Companies Act, 1956, the Directors''
Report, Balance Sheet, Profit and Loss Account of its Subsidiary
companies need to be attached to this Annual Report along with
necessary statement under the said section. In accordance with the
general circular No. 2/2011 dated 8th February, 2011, an exemption has
been provided to companies from complying with Section 212, provided
such companies publish the audited consolidated financial statement in
the Annual Report. Accordingly, the Balance Sheet, Profit and Loss
Account and other documents of the subsidiary companies are not being
attached with the Balance Sheet of the Company. The Company will make
available, on request, the Annual Accounts of the subsidiary companies
and the related detailed information to any member of the Company who
may be interested in obtaining the same. These documents will also be
kept open for inspection during the business hours at the Registered
Office of the Company. The Consolidated Financial Statements presented
by the Company include the financial results of its subsidiary
companies.
The statement pursuant to Section 212 of the Companies Act, 1956
containing the prescribed details of subsidiaries is attached to this
report.
Listing of Equity Shares
The equity shares of your company are listed on Bombay Stock Exchange
Limited (BSE), National Stock Exchange of India Limited and the
Luxembourg Stock Exchange, Luxembourg. The equity shares of the Company
was listed and admitted for dealing on National Stock Exchange with
effect from 29th May, 2012. The annual listing fees for the year
2014-15 yet to be paid to all Stock Exchanges.
Human Resource Development
Company encourages a culture that develops and empowers people,
promotes team building and nurtures new ideas. The Company''s
recruitment practice ensures that suitable candidates with merit are
recruited and provided with the right opportunities to grow within the
organization.
Depository System
Your Company''s equity shares are available for dematerialization
through National Securities Depository Limited and Central Depository
Services (India) Limited. As of March, 31st March 2014, 99.63% of the
Equity shares were held in demat form. In view of the numerous
advantages offered by the Depository system, members holding shares in
physical mode are advised to avail of the facility of dematerialization
form either of the Depositories. Company''s ISIN No. is INE662C01015.
Buy-Back of Shares
During the financial year under review, Company has not announced any
Buy-back of its Shares.
Share Capital
During the financial year under review, there is no change in the
equity share capital of the company.
Pledge of shares
As on 31st March, 2014, 7,15,000 Equity shares from the Promoter group
were pledged.
Corporate Governance Report
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best Corporate
Governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of this Report.
The requisite Certificate from M/s R. N. Gupta, Practicing Company
Secretary on compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49 is attached to this Report.
Director
Prior to coming into force of Section 149 of the Companies Act, 2013,
three of the Companies Directors, Mr. Chirag Shah and Mr. Ajay Singh
Sethi were categorized as Independent Directors in terms of the
definition contained in the Equity Listing Agreement.
Ms. Diana Joshi has been appointed as an additional non-executive and
Independent director of the company by the board of directors with
effect from 1st September, 2014.
The provisions of Section 149 (4) of the Companies Act, 2013,
pertaining to the appointment of Independent Directors have been
notified by the Ministry of Corporate Affairs with effect from April
01, 2014. Pursuant to the company into force of Section 149 of the
Companies Act, 2013, from April 01, 2014, the company has re-assessed
the status of its Directors with a view of determining their qualifying
for classification as Independent Directors in terms of Section 149 (6)
of the Companies Act, 2013. Accordingly, Mr. Chirag Shah, Mr. Ajay
Singh Sethi and Ms. Diana joshi fulfill the criteria laid out in
Section 149 (6) of the Companies Act, 2013, in this regard.
Section 149 (10) of the Companies Act, 2013 restrict the tenure of
Independent Director to two terms of up to ten years, with a single
term not exceeding five years, which shall be effective from April 01,
2014. The revised Clause 49 of the Equity Listing agreement issued by
Securities and Exchange Board of India (SEBI), pursuant to Circular no.
CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014, also contains the same
provisions. Mr. Chirag Shah and Mr. Ajay Singh Sethi have offered
themselves for appointment as Independent Directors of your company
pursuant to the provisions of the Companies Act, 2013, to hold office
for a period up to September 29, 2017 for a period of 3 years.
Ms. Diana Joshi appointed as additional Director designated as
Independent director w.e.f. 1st September, 2014 and she shall hold
office up to the date of ensuing Annual general Meeting.
The Company has received requisite notices in writing from members
proposing Mr. Chirag shah, Mr. Ajay Singh Sethi and Ms. Diana Joshi for
appointment as an independent Director.
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of section 149 of
the Companies Act, 2013 and under clause 49 of the listing agreement
with the stock exchange.
The Board recommends their appointment at the ensuing Annual General
Meeting.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to Directors'' Responsibility Statement, your Directors hereby confirmed
that- (I) In the preparation of Annual Accounts for the year ended
March 31, 2014 the applicable Accounting Standard have been followed
along with proper explanation relating to material departure and there
are no material departures from the same;
(II) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at 31st March, 2014, and profit of the company for
the year ended on that date;
(III) The Directors have taken proper and sufficient care for the
maintenance of adequate Accounting records in accordance with the
provision of Companies Act, 1956 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities; and
(IV) The Directors have prepared the Annual Accounts of the Company on
a going concern basis.
Auditors and Auditors'' Report
M/s. S. K. Badjatya & Co., Chartered Accountants, Statutory Auditors of
the Company, holds office until the conclusion of the ensuing Annual
General Meeting and being eligible for re-appointment.
The Company has received confirmation from M/s S. K. Badjatya & Co., to
the effect that their re-appointment, if made, would be within the
prescribed limits under Section 141(3) of the Companies Act, 2013 and
that they are not disqualified for such re-appointment within the
meaning of Section 141 of the Companies Act, 2013. The Auditors has
also submitted peer review certificate issued by the Peer Review Board
of the Institute of Chartered Accountants of India, New Delhi as
required under the listing agreement. The Board recommends their
re-appointment.
Members are requested to consider their re-appointment as Statutory
Auditors of the Company from the conclusion of this Annual General
Meeting until the conclusion of next Annual General Meeting of the
Company, at a remuneration to be decided by the Board of Directors of
the Company in consultation with the Auditors.
All observation made by the Auditors in their reports are self
explanatory by way of Notes on Accounts and does not require any
further clarification.
Cost Audit
The Board of Directors in pursuance to the Orders issued by the Central
Government under Section 148 of the Companies Act, 2013, have appointed
M/s. Kishore A. Bhatia, Cost Accountants, Mumbai, for conducting the
audit of the cost accounting records maintained by the Company.
Fixed Deposits
Your Company has not accepted any fixed deposits, during the year,
under Section 58A of the Companies Act, 1956 and, as such, no amount on
account of principal or interest on fixed deposits was outstanding
during the period under review.
Consolidated Financial Results
Your Directors provides Audited Consolidated Financial Statements in
this Annual Report.
Foreign Exchange Earnings and Outgo
During the year under review, Company has made following transactions
in Foreign Currency.
(Rs. In Lakh)
Particular 2013-14 2012-13
Expenditure in Foreign Currency 428.61 324.57
Earning in Foreign Currency 2676.49 2035.30
Conversation of Energy, Technology Absorption & Foreign Earnings and
Outgo:
Information in accordance with the provision of section 217(1)(e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in respect of the Board of Directors) Rules 1988, regarding
conversation of energy and technology absorption are as per Annexure-A
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.
Particulars of Employees
There are no employees drawing remuneration beyond prescribed amount
requiring disclosure under section 217(2A) of the Companies Act, 1956.
Transfer to investor education and protection fund
The following table given information relating to outstanding dividend
accounts and the dates by which they need to be transferred:
Financial
Year Date of Declaration of Dividend Date on which dividend
will become part of IEPF
2006-07
(Final) September 29, 2007 November 5, 2014
2009-10
(Interim) January 29, 2010 March 07, 2017
2011-12
(Interim) February 08, 2012 March 16, 2019
2012-13
(Final) September 30 ,2013 November 06,2020
Acknowledgement
Your Directors take this opportunity to thank all investors, customers,
vendors, banks/financial institutions, regulatory and government
authorities and Stock Exchanges for their consistent support and
encouragement to the Company. The Directors also place on record their
sincere appreciation to all employees of the Company for their hard
work, dedication and commitment. The enthusiasm and unstinting efforts
of the employees have enabled the Company to remain at the forefront of
the Industry.
By order of the Board of Directors
For Chromatic India Limited
Sd/- Sd/-
Place : Mumbai Director Whole time Director
Dated: September 2, 2014 (DIN 06583820) (DIN02586479)
Mar 31, 2013
Dear Shareholders,
The Company''s Directors are pleased to present the 26th Annual Report
and the audited accounts of the Company for the financial year ended
31st March, 2013.
Operational Results
The summary of the financial performance of the Company for the
financial year ended 31st March, 2013 compared to the previous year
ended 31st March 2012 is summarized below:
(In Rupees)
Particulars 2012-2013 2011-2012
Net Sales and Other Income 932,907,649 1,230,389,738
Profit/ (Loss) Before Tax 2,743,773 12,532,903
Add / (Less): Deferred Tax Adjustments (31,815) 2,838
Less: Current Income Tax 700,000 (4,007,278)
Less: Fringe Benefit Tax - -
Less: Wealth Tax - -
Profit/(Loss) after Tax 2,075,588 8,522,787
Add/(Less): Prior Year short
provision for Tax 55,172 6180
Balance Brought Forward 8,239,054 3,838,665
Amount Available for Appropriation 10,314,642 12,367,632
Appropriations
Dividend/Interim dividend on
Equity Shares 1,420,922 3,552,305
Tax on Dividend 230,510 576,273
Surplus / Deficit Carried Forward 8,718,382 8,239,054
Review of Performance and Management discussion and Analysis
Your directors are pleased to report total income of Rs. 93.29 crores
for the financial year ended 31st March, 2013 as against Rs. 123.04
crores for the financial year ended 31st March, 2012, a decrease of
24.18%. The profit before tax is Rs. 27.43 Lacs for the year ended
2012-13 compare to Rs. 1.25 crores for the year ended 2011-12. The Net
profit after tax is Rs. 20.75 lacs for the financial year ending 2012-
2013.
The Management''s Discussion and Analysis on Company''s performance Â
industry trends and other material changes with respect to the Company
and its subsidiaries pursuant to Clause 49 of the Listing Agreement is
presented in a separate section forming part of the Annual Report.
Internal Control System
The Company''s present Internal Control Systems are commensurate with
its size. However, looking at the growth in the size of the Company and
its operations it is strengthening these systems further. The Company
places great emphasis on the maintenance of effective internal
controls, both from the point of view of compliance with statutory
requirements as well as supporting the smooth and efficient running of
the business.
The Management is taking further initiatives in terms of adding more
capacities, which would have significant benefit in the coming years.
Dividend
The Directors are pleased to recommend a Dividend of Rs. 0.02/- per
equity share of Rs. 10/ each, to be appropriated from the profits of
the financial year ended March 31, 2013 subject to the approval of the
Shareholders at the ensuing Annual General Meeting. The Dividend will
be paid in compliance with applicable regulations. The Dividend amount,
if declared as above, would be Rs. 1,420,922.
The dividend payout for the year under review has been formulated in
accordance with the Company''s policy to pay sustainable dividend linked
to long term performance, keeping in view the Company''s need for
capital for its growth plans and the intent to finance such plans
through internal accruals to the maximum.
Transfer to Reserve
No amount is proposed to transfer to the General Reserve Account.
Subsidiary Company
As on 31st March 2013, your Company has three wholly owned
subsidiaries, namely,
1. Chromatic International FZE
2. Chromatic Ferro Alloys Limited
3. Chromatic Sponge Iron Limited
The Company had formed above two 100% wholly  owned subsidiary,
"Chromatic Ferro Alloys Limited" and "Chromatic Sponge Iron Limited" on
13th September, 2011 and 12th September, 2011 respectively.
In terms of Section 212 of the Companies Act, 1956, the Directors''
Report, Balance Sheet, Profit and Loss Account of its Subsidiary
companies need to be attached to this Annual Report along with
necessary statement under the said section. In accordance with the
general circular No. 2/2011 dated 8th February, 2011, an exemption has
been provided to companies from complying with Section 212, provided
such companies publish the audited consolidated financial statement in
the Annual Report. Accordingly, the Balance Sheet, Profit and Loss
Account and other documents of the subsidiary companies are not being
attached with the Balance Sheet of the Company. The Company will make
available, on request, the Annual Accounts of the subsidiary companies
and the related detailed information to any member of the Company who
may be interested in obtaining the same. These documents will also be
kept open for inspection during the business hours at the Registered
Office of the Company. The Consolidated Financial Statements presented
by the Company include the financial results of its subsidiary
companies.
The statement pursuant to Section 212 of the Companies Act, 1956
containing the prescribed details of subsidiaries is attached to this
report.
Listing of Equity Shares
The equity shares of your company are listed on Bombay Stock Exchange
Limited (BSE), National Stock Exchange of India Limited and the
Luxembourg Stock Exchange, Luxembourg. The equity shares of the Company
was listed and admitted for dealing on National Stock Exchange with
effect from 29th May, 2012. The annual listing fees for the year
2013-14 have been paid to all these Stock Exchanges except to the
Luxembourg Stock Exchange.
Human Resource Development
Company encourages a culture that develops and empowers people,
promotes team building and nurtures new ideas. The Company''s
recruitment practice ensures that suitable candidates with merit are
recruited and provided with the right opportunities to grow within the
organization.
Depository System
Your Company''s equity shares are available for dematerialization
through National Securities Depository Limited and Central Depository
Services (India) Limited. As of March, 31st March 2013, 99.63% of the
Equity shares were held in demat form. In view of the numerous
advantages offered by the Depository system, members holding shares in
physical mode are advised to avail of the facility of dematerialization
form either of the Depositories. Relevant ISIN No. is INE662C01015.
Buy-Back of Shares
During the financial year under review, Company has not announced any
Buy-back of its Shares.
Corporate Governance Report
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best Corporate
Governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Report.
The requisite Certificate from M/s R. N. Gupta, Practicing Company
Secretary on compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49 is attached to this Report.
Director
Mr. Ajay Singh Sethi, Director of the Company is liable to retires by
rotation at the ensuing Annual General Meeting and is eligible for re-
appointment. The Board recommends his re-appointment at the ensuing
Annual General Meeting.
Mr. Chirag Shah, who was appointed as Additional Director of the
Company under section 260 of the Companies Act, 1956 on 29th May, 2013.
In terms of the provisions of Section 260 of the Companies Act, 1956,
Mr. Chirag Shah holds office up to the conclusion of the forthcoming
Annual General Meeting (AGM) of the Company and is eligible for
appointment. The Company has received notice from a member of the
Company pursuant to section 257 of the Companies Act, 1956, proposing
his candidature for the office of Director. Mr. Chirag Shah is liable
to retire by rotation. The Board recommends his appointment as
Director.
Mr. Nitin Sethi, Non Executive and Independent Director of the Company,
resigned as the director with effect from 5th July, 2013. The Board
places on record their gratitude and appreciation for the contribution
of the said directors during their tenure as Director of the Company.
Company Secretary & Compliance Officer
The present Company Secretary and Compliance Officer of the company Ms.
Priyanka Chauhan has resigned due to her personal reasons with effect
from 31st March, 2013. Mr. Nidhi Nair has been appointed, by the Board
of Directors of the Company, as Company Secretary and Compliance Office
of the Company with effect from 19th July, 2013.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to Directors'' Responsibility Statement, your Directors hereby confirmed
that- (I) In the preparation of Annual Accounts for the year ended
March 31, 2013 the applicable Accounting Standard have been followed
along with proper explanation relating to material departure and there
are no material departures from the same;
(II) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at 31st March, 2013, and profit of the company for
the year ended on that date;
(III) The Directors have taken proper and sufficient care for the
maintenance of adequate Accounting records in accordance with the
provision of Companies Act, 1956 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities; and
(IV) The Directors have prepared the Annual Accounts of the Company on
a going concern basis.
Auditors and Auditors'' Report
M/s. S. K. Badjatya & Co., Chartered Accountants, Statutory Auditors of
the Company, holds office until the conclusion of the ensuing Annual
General Meeting and being eligible for re-appointment.
The Company has received confirmation from M/s S. K. Badjatya & Co., to
the effect that their re-appointment, if made, would be within the
prescribed limits under Section 224(1B) of the Companies Act, 1956 and
that they are not disqualified for such re-appointment within the
meaning of Section 226 of the Companies Act, 1956. The Auditors has
also submitted peer review certificate issued by the Peer Review Board
of the Institute of Chartered Accountants of India, New Delhi as
required under the listing agreement. The Board recommends their re-
appointment.
Members are requested to consider their re-appointment as Statutory
Auditors of the Company from the conclusion of this AGM until the
conclusion of next AGM of the Company, at a remuneration to be decided
by the Board of Directors of the Company in consultation with the
Auditors.
All observation made by the Auditors in their reports are self
explanatory by way of Notes on Accounts and does not require any
further clarification.
Cost Audit
The Board of Directors in pursuance to the Orders issued by the Central
Government under Section 233B of the Companies Act, 1956, have
appointed M/s. Kishore A. Bhatia, Cost Accountants, Mumbai, for
conducting the audit of the cost accounting records maintained by the
Company.
Fixed Deposits
Your Company has not accepted any fixed deposits, during the year,
under Section 58A of the Companies Act, 1956 and, as such, no amount on
account of principal or interest on fixed deposits was outstanding
during the period under review.
Consolidated Financial Results
Your Directors provides Audited Consolidated Financial Statements in
this Annual Report.
Foreign Exchange Earnings and Outgo
During the year under review, Company has made following transactions
in Foreign Currency.
(Rs. In Lakh)
Particular 2012-13 2011-12
Expenditure in Foreign Currency 202.03 117.36
Earning in Foreign Currency 2035.13 1473.33
Conversation of Energy, Technology Absorption & Foreign Earnings and
Outgo:
Information in accordance with the provision of section 217(1)(e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in respect of the Board of Directors) Rules 1988, regarding
conversation of energy and technology absorption are as per Annexure-A
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.
Particulars of Employees
There are no employees drawing remuneration beyond prescribed amount
requiring disclosure under section 217(2A) of the Companies Act, 1956.
Transfer to investor education and protection fund
The following table given information relating to outstanding dividend
accounts and the dates by which they need to be transferred:
Financial Year Date of Declaration
of Dividend Date on which
dividend will become
part of IEPF
2005-06 (Final) November 10, 2006 December 17, 2013
2006-07 (Final) September 29, 2007 November 5, 2014
2009-10 (Interim) January 29, 2010 March 07, 2017
2011-12 (Interim) February 08, 2012 March 16, 2019
Acknowledgement
Your Directors take this opportunity to thank all investors, customers,
vendors, banks/financial institutions, regulatory and government
authorities and Stock Exchanges for their consistent support and
encouragement to the Company. The Directors also place on record their
sincere appreciation to all employees of the Company for their hard
work, dedication and commitment. The enthusiasm and unstinting efforts
of the employees have enabled the Company to remain at the forefront of
the Industry.
By order of the Board of Directors
For Chromatic India Limited
Sd/- Sd/-
Director Whole time Director
Place : Mumbai
Dated : 14th August, 2013
Mar 31, 2012
The are pleased to present the 25th Annual Report and the audited
accounts of the Company for the financial year ended 31st March, 2012.
Operational Results
The summary of the financial performance of the Company for the
financial year ended 31st March, 2012 compared to the previous year
ended 31st March 2011 is summarized below:
(In Rupees)
Particulars 2011-2012 2010-2011
Net Sales and Other Income 1,230,389,738 1,104,112,194
Profit/ (Loss) Before Tax 12,532,903 11,747,107
Add / (Less): Deferred Tax Adjustments 2,838 (292,403)
Less: Current Income Tax (4,007,278) (2,300,000)
Less: Fringe Benefit Tax - -
Less: Wealth Tax - -
Profit/(Loss) after Tax 8,522,787 9,154,704
Add/(Less): Prior Year short provision for Tax 6180 (40,865)
Balance Brought Forward 3,838,665 (5,275,174)
Amount Available for Appropriation 12,367,632 3,838,665
Appropriations
Interim Dividend on Equity Shares 3,552,305 -
Tax on Dividend 576,273 -
Surplus / Deficit Carried Forward 8,239,054 3,838,665
Review of Performance and Management discussion and Analysis
Your directors are pleased to report total income of Rs. 123.04 crores
for the year ended 2011-12 as against Rs. 110.41 crores for the year
ended 2010-11, an increase of 10.26%. The profit before tax is Rs. 1.25
crores for the year ended 2011- 12 compare to Rs. 1.17 crores for the
year ended 2010-11. The Net profit after tax is Rs. 85.22 lacs for the
financial year ending 2011-2012. The Management Discussion and Analysis
is the part of this Annual Report.
Internal Control System
The Company's present Internal Control Systems are commensurate with
its size. However, looking at the growth in the size of the Company and
its operations it is strengthening these systems further. The Company
places great emphasis on the maintenance of effective internal
controls, both from the point of view of compliance with statutory
requirements as well as supporting the smooth and efficient running of
the business.
The Management is taking further initiatives in terms of adding more
capacities, which would have significant benefit in the coming years.
Dividend
During the year under review, your Company has declared and paid an
interim dividend of Rs. 0.05 per equity share in the month of February,
2012 aggregating to Rs. 3552305/- on 71046100 equity shares of nominal
value of Rs. 10/- each. The dividend distribution will result in a cash
outgo of Rs. 4128578/- (including tax on dividend of Rs. 576273/-).
Transfer to Reserve
No amount is proposed to transfer to the General Reserve Account.
Subsidiary Company
As on 31st March 2012, your Company has three wholly owned
subsidiaries, namely,
1. Chromatic International FZE
2. Chromatic Ferro Alloys Limited
3. Chromatic Sponge Iron Limited
The Company has formed two 100% wholly - owned subsidiary, "Chromatic
Ferro Alloys Limited" and "Chromatic Sponge Iron Limited" on 13th
September, 2011 and 12th September, 2011 respectively. The Company has
not subscribed the Shares of the Subsidiaries till 31st March, 2012.
In terms of Section 212 of the Companies Act, 1956, the Directors'
Report, Balance Sheet, Profit and Loss Account of its Subsidiary
companies are attached to this Annual Report along with necessary
statement under the said section. In accordance with the general
circular No. 2/2011 dated 8th February, 2011, an exemption has been
provided to companies from complying with Section 212, provided such
companies publish the audited consolidated financial statement in the
Annual Report. Accordingly, the Balance Sheet, Profit and Loss Account
and other documents of the subsidiary companies are not being attached
with the Balance Sheet of the Company. The Company will make available
the Annual Accounts of the subsidiary companies and the related
detailed information to any member of the Company who may be interested
in obtaining the same. These documents will also be kept open for
inspection during the business hours at the Registered Office of the
Company. The Consolidated Financial Statements presented by the Company
include the financial results of its subsidiary companies.
The statement pursuant to Section 212 of the Companies Act, 1956
containing the prescribed details of subsidiaries is attached to this
report.
Listing of Equity Shares
The equity shares of your company are listed on Bombay Stock Exchange
Limited (BSE) and the Luxembourg Stock Exchange, Luxembourg. The annual
listing fees for the year 2012-13 have been paid to all these Stock
Exchanges.
Your Company has got listed on National Stock Exchange of India Limited
vide NSE letter dated 25th May, 2012. The Equity Shares of the Company
has been listed and admitted to dealings on the Exchange with effect
from May 29, 2012. The Symbol of our securities on National Stock
Exchange is CHROMATIC.
Human Resource Development
Company encourages a culture that develops and empowers people,
promotes team building and nurtures new ideas. The Company's
recruitment practice ensures that suitable candidates with merit are
recruited and provided with the right opportunities to grow within the
organization.
Depository System
Your Company's equity shares are available for dematerialization
through National Securities Depository Limited and Central Depository
Services (India) Limited. As of March, 31st March 2012, 99.61% 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. Relevant ISIN No. is INE662C01015.
Buy-Back of Shares
During the financial year under review, Company has not announced any
Buy-back of its Shares.
Corporate Governance Report
In terms of Clause 49 of the Listing Agreement with the Stock
Exchanges, a compliance report on Corporate Governance has been annexed
as part of the Annual Report along with a certificate from the
practicing Company Secretary confirming the compliance of conditions of
corporate governance under clause 49 of the Listing Agreement is also
attached to this Report.
Directors
Mr. Ajay Singh Sethi, Director of the Company is liable to retires by
rotation at the ensuing Annual General Meeting and is eligible for
re-appointment. The Board recommends his re-appointment at the ensuing
Annual General Meeting.
Mr. Balkishan Kalia, who was the Director of the Company have, ceased
to be director, due to his death, with effect from 14th March, 2012.
The Board expressed their deep condolences at untimely and sad demise
of Mr. Balkishan Kalia and may his soul rest in peace. The Board placed
on record a deep appreciation for the valuable services rendered by Mr.
Balkishan Kalia during his tenure as a director of the Company.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the companies Act, 1956, with respect
to Directors' Responsibility Statement, your Directors hereby confirmed
that-
(I) In the preparation of Annual Accounts for the year ended March 31,
2012 the applicable Accounting Standard have been followed along with
proper explanation relating to material departure and there are no
material departures from the same;
(II) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at 31st March, 2012, and profit of the company for
the year ended on that date;
(III) The Directors have taken proper and sufficient care for the
maintenance of adequate Accounting records in accordance with the
provision of Companies Act, 1956 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities; and
(IV) The Directors have prepared the Annual Accounts of the Company on
a going concern basis.
Auditors and Auditors' Report
M/s. S. K. Badjatya & Co., Chartered Accountants, Statutory Auditors of
the Company, holds office until the conclusion of the ensuing Annual
General Meeting and being eligible for re-appointment.
The Company has received confirmation from M/s S. K. Badjatya & Co., to
the effect that their re-appointment, if made, would be within the
prescribed limits under Section 224(1B) of the Companies Act, 1956 and
that they are not disqualified for such re-appointment within the
meaning of Section 226 of the Companies Act, 1956. The Auditors has
also submitted peer review certificate issued by the Peer Review Board
of the Institute of Chartered Accountants of India, New Delhi as
required under the listing agreement. The Board recommends their
re-appointment.
Members are requested to consider their re-appointment as Statutory
Auditors of the Company from the conclusion of this AGM until the
conclusion of next AGM of the Company, at a remuneration to be decided
by the Board of Directors of the Company in consultation with the
Auditors.
All observation made by the Auditors in their reports are self
explanatory by way of Notes on Accounts and does not require any
further clarification.
Cost Audit
The Board of Directors in pursuance to the Orders issued by the Central
Government under Section 233B of the Companies Act, 1956, have
appointed M/s. Kishore A. Bhatia, Cost Accountants, Mumbai, for
conducting the audit of the cost accounting records maintained by the
Company.
Fixed Deposits
The Company had neither invited nor accepted any public deposits,
during the year, under Section 58A of the Companies Act, 1956 and, as
such, no amount on account of principal or interest on public deposits
was outstanding during the period under review.
Consolidated Financial Results
Your Directors provides Audited Consolidated Financial Statements in
the Annual Report.
Foreign Exchange Earnings and Outgo
During the year under review, Company has made following transactions
in Foreign Currency.
(Rs. In Lakh)
Particular 2011-12 2010-11
Expenditure in Foreign Currency 117.36 147.27
Earning in Foreign Currency 1473.33 1800.88
Conversation of Energy, Technology Absorption & Foreign Earnings and
Outgo:
Information in accordance with the provision of section 217(1)(e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in respect of the Board of Directors) Rules 1988, regarding
conversation of energy and technology absorption are as per Annexure-A
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. Particulars
of Employees
There are no employees drawing remuneration beyond prescribed amount
requiring disclosure under section 217(2A) of the Companies Act, 1956.
Pledge of Shares
During the year under review, the promoters of the Company M/s Cheetah
Multitrade Private Limited have pledged 715000 equity shares with
financial institution.
Transfer to investor education and protection fund
The following table given information relating to outstanding dividend
accounts and the dates by which they need to be transferred:
Financial Year Date of Declaration of
Dividend Date on which dividend
will become part of IEPF
2004-05 (Final) September 30, 2005 November 06, 2012
2005-06 (Final) November 10, 2006 December 17, 2013
2006-07 (Final) September 29, 2007 November 5, 2014
2009-10 (Interim) January 29, 2010 March 07, 2017
2011-12 (Interim) February 08, 2012 March 16, 2019
Acknowledgement
Yours Directors place on record their appreciation of co-operation and
support extended by the Bankers, Government agencies and other
institution and look forward to their continued support. Your Directors
wish to place on record their deep sense of appreciation for the
committed services of Executives, Staff and Workers of the Company.
By order of the Board of Directors
For Chromatic India Limited
Sd/- Sd/-
Director Whole time Director
Place :Mumbai
Dated :13th August, 2012
Mar 31, 2011
The Members,
We are pleased to present the 24th Annual Report and the audited
accounts of the Company for the financial year ended 31st March, 2011.
Operational Results
The summary of the financial performance of the Company for the
financial year ended 31st March, 2011 compared to the previous year
ended 31st March 2010 is summarized below:
(In Rupees)
Particulars 2010-2011 2009-2010
Net Sales and Other Income 1,104,112,194 166,533,978
Profit/(Loss) Before Tax 11,747,107 1,331,152
Add / (Less): Deferred Tax Adjustments (292,403) 262,407
Less: Current Income Tax (2,300,000) -
Less: Fringe Benefit Tax - -
Less: Wealth Tax - -
Profit/(Loss) after Tax 9,154,704 1,593,559
Less: Prior Year short
provision for Tax
Balance Brought Forward (5,275,174) (5,299,771)
Amount Available for Appropriation 3,838,665 (3,706,212)
Appropriations
Interim Dividend on Equity Shares - 1,341,050
Tax on Dividend - 227,912
Surplus / Deficit Carried Forward 3,838,665 (5,275,174)
Dividend
To converse the financial resources, no dividend has been recommended
for the year under review and no amount are proposed to be transferred
to reserves.
Share Capital
During the year under review, the authorized share capital has been
increased from Rs. 250,000,000 to Rs. 1,250,000,000 divided into
125,000,000 equity shares of Rs.10/- each vide resolutions passed at
20th September 2010, at the previous annual general meeting.
a) Conversion of warrants
During the year under review, with the authority of the members of the
Company by way of Postal Ballot, of which the result were declared on
10th March, 2010, the Board of Directors, at their meeting held on June
15, 2010, based on the request received from warrant holders converted
1500000 warrants into equal number of Equity Shares of Rs. 10/- each.
The above shares were listed on the Indian Stock Exchanges.
b) Allotment of Equity Shares on Preferential Basis
During the Year under review, under authority of special resolution
passed by the members of the Company at the Annual General Meeting held
on 20th September, 2010, the Company has issued 22,500,000 Equity
shares of Rs. 10/- each on Preferential Basis.
The Board of Directors, at their meeting held on 7th October, 2010
allotted 22,500,000 equity shares of Rs. 10/- each at a price of Rs.
39/- including premium of Rs. 29/- per equity share. The above shares
were listed on the Indian Stock Exchanges.
c) Global depository receipts (GDRs)
On 22nd October 2010, under authority of special resolution passed by
the members of the Company by way of postal ballot, of which the result
was declared on 10th March 2010, the Company allotted 37,800,000 equity
shares of Rs. 10/ - each at a premium of Rs. 32/- per equity share
underlying 42,00,000 Global Depository Receipts (GDRs). Each GDR
represents nine equity shares raising a total US$ 35.78 million. With
effect from 27th October 2010, the Company's Global Depository Receipts
(GDRs) are listed with Luxembourg Stock Exchange.
Subsidiary Company
As on 31st March 2011, your Company has two wholly owned subsidiaries,
namely,
1. Arcoiris SA
2. Chromatic International FZE
The Company has formed a wholly-owned subsidiary, "Chromatic
International FZE" in UAE on 21st October, 2010.
In terms of Section 212 of the Companies Act, 1956, the Directors'
Report, Balance Sheet, Profit and Loss Account of its Subsidiary
companies are attached to this Annual Report along with necessary
statement under the said section. There was no material change in the
nature of the business of the subsidiaries.
The statement pursuant to Section 212 of the Companies Act, 1956
containing the prescribed details of subsidiaries is attached to this
report.
Listing / Delisting of Equity Shares
The equity shares of your company are listed on Bombay Stock Exchange
Limited (BSE) and the Luxembourg Stock Exchange, Luxembourg. The annual
listing fees for the year 2010-11 have been paid to all these Stock
Exchanges. Company, during the year under review, with the authority of
the members of the Company at the Annual General Meeting held on 20th
September, 2010, had, submitted application for voluntarily delisting
of Company's equity shares from the Ahmedabad Stock Exchange.
The Ahmedabad Stock Exchange has granted delisting permission vide
their letter dated 7th June, 2011 and the shares are delisted with
effect from 8th June, 2011 from the Ahmedabad Stock Exchange.
Human Resource Development
Company encourages a culture that develops and empowers people,
promotes team building and nurtures new ideas. The Company's
recruitment practice ensures that suitable candidates with merit are
recruited and provided vvith the right opportunities to grow within the
organization. The percentage of employees turnover is almost nil in the
Company.
Depository System
Yours Company's equity shares are available for dematerialization
through National Securities Depository Limited and Central Depository
Services (India) Limited. As of 31st March 2011, 99.43% of the Equity
shares were held in demat form. Relevant ISIN No. is INE662C01015
Buy-Back of Shares
During the financial year under review, Company has not announced any
Buy-back of its Shares.
Corporate Governance Report
In terms of Clause 49 of the Listing Agreement with the Stock
Exchanges, a compliance report on Corporate Governance has been annexed
as part of the Annual Report along with practicing Company Secretary
certificate for the compliance.
Directors
Mr. B. K. Kalia was appointed as Additional Director of the Company,
under Section 260 of the Companies Act, 1956, in the Board of Directors
meeting held on 4th October, 2010. In terms of the provisions of
Section 260 of the Companies Act, 1956, Mr. B. K. Kalia holds office up
to the conclusion of the forthcoming Annual General Meeting (AGM) of
the Company and is eligible for appointment as Director. The Company
has received notice from a member of the Company pursuant to Section
257 of the Companies Act, 1956, proposing his candidature for the
office of Director. Mr. B. K. Kalia shall be liable to retire by
rotation. The Board recommends his appointment as Director.
Mr. Nitin Sethi, Director of the Company retires by rotation at the
ensuing Annual General Meeting and is eligible for re- appointment. The
Board recommends his re-appointment at the ensuing Annual General
Meeting.
Mr. Vipin SFiarma, who was the Director of the Company had resigned
with effect from September 29, 2010. The Board places on record their
gratitude and appreciations for the contribution by the director during
the tenure as Director of the Company.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the companies Act, 1956, your Directors
state that-
(I) In the preparation of Annual Accounts for the year ended 2010-11,
the applicable Accounting Standard have been followed along with proper
explanation relating to material departure and there are no material
departures from the same;
(II) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at 31st March, 2011, and profit of the company for
the year ended on that date;
(III) The Directors have taken proper and sufficient care for the
maintenance of adequate Accounting records in accordance with the
provision of Companies Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities; and
(iv) The Directors have prepared the Annual Accounts on a going concern
basis.
Auditors
M/s. S. K. Badjatya & Co., Chartered Accountants, retires at the
conclusion of the forthcoming AGM and is eligible for re- appointment.
Members are requested to consider their reappointment as Statutory
Auditors of the Company from the conclusion of this AGM until the
conclusion of next AGM of the Company, at a remuneration to be decided
by the Board of Directors of the Company in consultation with the
Auditors.
The Company received confirmation from M/s S. K. Badjatya & Co., to the
effect that their appointment if made, would be within the prescribed
limits under Section 224(1 B) of the Companies Act, 1956 and that they
are not disqualified for such re- appointment within the meaning of
Section 226 of the Companies Act, 1956. The Board recommends their
re-appointment.
Cost Auditors
The Board has appointed M/s Kishore A. Bhatia, Cost Accountants, Mumbai
as Cost Auditors under section 233B of the Companies Act, 1956 for the
financial year 2011-12.
Auditor's Report
All observation made by the Auditors in their reports are self
explanatory by way of Notes on Accounts and does not require any
further clarification.
Fixed Deposits
The Company had neither invited nor accepted any public deposits,
during the year, under Section 58A of the Companies Act, 1956 and, as
such, no amount on account of principal or interest on public deposits
was outstanding as on the date of the Balance Sheet.
Foreign Exchange Earnings and Outgo
During the year under review, Company has made following transactions
in Foreign Currency.
(Rs. In Lakh)
Particular 2010-11 2009-10
Expenditure in Foreign Currency 147.27 159.94
Earning in Foreign Currency 1800.88 1607.57
Unclaimed / Unpaid Dividend
The following table given information relating to outstanding dividend
accounts and the dates by which they need to be transferred:
Financial Year Date of Declaration Date of payment Date on which
dividend will
become part of
IEPF
2004-05 September 03, 2005 September 30, 2005 September 02,
2012
2005-06 August 06, 2006 November 10, 2006 August 05, 2013
2006-07 August 29, 2007 September 29,
2007 August 28, 2014
2009-10 January 29, 2010 February 12, 2010 January 28,
2017
After seven years if the amount remains unclaimed then it will be
credited to the Investor Education and Protection Fund established by
the Central Government pursuant to section 205C of the Companies Act,
1956.
Conversation of Energy, Technology Absorption & Foreign Earnings and
Outgo:
Information in accordance with the provision of section 217(1)(e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in respect of the Board of Directors) Rules 1988, regarding
conversation of energy and technology absorption are as per Annexure-A
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.
Particulars of Employees
There are no employees drawing remuneration beyond prescribed amount
requiring disclosure under section 217(2A) of the Companies Act, 1956.
Acknowledgement
Yours Directors place on record their appreciation of co-operation and
support extended by the Bankers, Government agencies and other
institution and look forward to their continued support. Your Directors
wish to place on record their deep sense of appreciation for the
committed services of Executives, Staff and Workers of the Company.
By order of the Board of Directors
For Chromatic India Limited
Sd/- Sd/-
Mr. B. K. Kalia Vinod Kaushik
Director (Whole time
Director)
Place : Mumbai
Dated: 12th August, 2011
Mar 31, 2010
The Directors take great pleasure in presenting their 23rd Annual
Report on the business and operations of the Company along with the
audited financial statements for the year ended 31st March, 2010.
Financial Results
The performance of the Company for the fi nancial year 2009-2010 is
summarized below:
(In Rupees)
Particulars 2009-2010 2008-2009
Net Sales and Other Income 166,533,978 124,470,402
Profi t/ (Loss) Before Tax 1,331,152 (6,785,495)
Add / (Less): Deferred Tax
Adjustments 262,407 338,226
Less: Current Income Tax
Less: Fringe Benefit Tax - (249,506)
Less: Wealth Tax - (3,052)
Profi t/(Loss) after Tax 1,593,559 (6,699,787)
Less: Prior Year short
provision for Tax
Balance Brought Forward (5,299,771) 1,400,016
Amount Available for
Appropriation (3,706,212) (5,299,771)
Appropriations
Interim Dividend on Equity
Shares 1,341,050 -
Tax on Dividend 227,912 0
Surplus / Defi cit Carried
Forward (5,275,174) (5,299,771)
Review of Performance and Management discussion and Analysis
Your directors are please to report total income of Rs. 16.65 crores
for the year ended 2009-10 as against Rs. 12.44 crores for the year
ended 2008-09, an increase of 33.79%. Total turnover of the company is
export turnover. The profi t before tax is Rs. 13.31 lacs for the year
ended 2009-10 compare to Rs. 67.85 lacs loss for the year ended
2008-09. The Net profi t after tax is Rs. 15.93 lacs for the fi nancial
year ending 2009-2010 compared to loss of Rs. 66.99 lacs for the fi
nancial year 2008-2009.
The fi scal 2009-2010 was challenging for the Indian Industries
specially manufacturing sector due to Global melt down of economy.
However, due to sound revival measures by Government of India, the
Indian economy is expected to emerge as the fastest growing economy.
The Indian dyestuff and chemicals industries were not a exception.
However, cost and quality competitiveness were conducive for
maintaining the growth in revenue.
During the current year, the global export market particularly Dyes and
Chemicals sectors is on the path of revival and is expected to grow.
The chemical industry is one of the oldest industries in India. It
contributes signifi cantly towards industrial and economic growth of
the country.
Despite global melt down & volatility in raw material prices, your
company performed better in fi nancial year 2010 in terms of export
market as compared to the previous fi nancial year 2009. Export
turnover increased during the fi nancial year under review compared to
fi nancial year 2009.
Dividend
During the year under review, your Company has declared and paid an
interim dividend of Rs. 0.50 per equity share (5%) in the month of
January, 2010 aggregating to Rs. 1,341,050 on 2682100 equity shares of
nominal value of Rs. 10/- each.
Issue & allotment of Bonus Shares
During the year under review the Board, in their meeting held on
January 29, 2010, recommended issue of bonus shares to all the
shareholders of the Company in the ratio of fi ve new fully paid-up
equity shares of Rs 10/- each for every two existing fully paid-up
equity shares of Rs 10/- each held.
The members through Postal Ballot approved the issue and allotment of
the bonus shares, and the result were declared on March 10, 2010.
Pursuant to approval of the members, through Postal Ballot, the Company
capitalized a sum of Rs. 65640000/- out of CompanyÃs Reserve and
transferred the same to the Share Capital Account & allotted 6564000
Equity Shares as Bonus Equity Shares to the
Members whose name appeared in the register of members of the company
as on the record date fi xed for the purpose.
Based on the request in writing from Cheetah Multitrade Private
Limited, Promoter of the Company, to waive the right of bonus shares on
Equity shares being forfeited & reissued to them, the Board of
Directors decided not to issue bonus shares to them on requested part.
Forfeiture & reissue of Shares
During the year under review, the Company has forfeited 56500 Equity
Shares due to non payment of call money by the shareholders of the
Company and afterwards re-issued the same to M/s Cheetah Multitrade
Private Limited, promoter Company.
Subsidiary Company
In compliance with the requirement of Section 212 of the Companies Act,
1956 the Balance Sheet, Profi t & Loss Account, report of the Board of
Directors and the Auditors Report relating to Arcoiris SA which is
Subsidiary of the Company are attached herewith along with necessary
statement under the said section.
Human Resource Development
Company encourages a culture that develops and empowers people,
promotes team building and nurtures new ideas. The CompanyÃs
recruitment practice ensures that suitable candidates with merit are
recruited and provided with the right opportunities to grow within the
organization. The percentage of employees turnover is almost nil in the
Company.
Depository System
Yours Companys equity shares are available for dematerialization
through National Securities Depository Limited and Central Depository
Services (India) Limited. As of March, 31st March 2010, 91.64% of the
Equity shares were held in demat form. Relevant ISIN No. is
INE662C01015
Buy-Back of Shares
During the fi nancial year under review, Company has not announced any
Buy-back of its Shares.
Corporate Governance Report
As required under the Listing Agreement with Stock Exchanges, reports
on Corporate Governance as well as management discussion and analysis
are attached and forms part of the Directorsà report. Pursuant to the
provisions of Securities and Exchange Board of India circular dated
October 29, 2004, Clause 49 was applicable on the company with effect
from March 24, 2010. However, a report on Corporate Governance is being
attached and forms part of this report.
Directors
Mr. Ajay Sethi and Mr. Vipin Sharma were appointed as Additional
Directors of the Company under Section 260 of the Companies Act, 1956
in the Board of Directors meeting held on 29th May, 2010 & 29th
September, 2009 respectively. In terms of the provisions of Section 260
of the Companies Act, 1956, Mr. Nitin Sethi & Mr. Vipin Sharma holds
offi ce up to the conclusion of the forthcoming Annual General Meeting
(AGM) of the Company and is eligible for appointment as Director. The
Company has received notice from a member of the Company pursuant to
Section 257 of the Companies Act, 1956, proposing their candidature for
the offi ce of Directors. Mr. Ajay Sethi & Mr. Vipin Sharma, both
shall be liable to retirement by rotation. The Board recommends their
appointment as Directors.
Mr. Nitin Sethi, Director of the Company retires by rotation at the
ensuing Annual General Meeting and is eligible for re-appointment. The
Board recommends his re-appointment at the ensuing Annual General
Meeting.
Mr. K.R. Kamath, Mr. S. K.Sengupta, Mr. A. W. Palekar and Mr. M. K.
Sengupta who were the Directors of the Company have resigned with
effect from September 7, 2009. The Board places on record their
appreciations to the contribution of the said directors during the
tenure as Directors of the Company.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the companies Act, 1956, your Directors
state that- (I) In the preparation of Annual Accounts, the applicable
Accounting Standard have been followed along with proper explanation
relating to material departure and there are no material departures
from the same;
(II) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of fi nancial year and profi t of the company
for the year ended on that date;
(III) The Directors have taken proper and suffi cient care for the
maintenance of adequate Accounting records in accordance with the
provision of Companies Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities; and
(IV) The Directors have prepared the Annual Accounts on going concern
basis.
Auditors
The present statutory auditors of the company M/s Haribhakti & Co.,
Chartered Accountant have resigned with effect from August 23, 2010.
The Directors place on record deep appreciation for the assistance and
guidance extended by M/s Haribhakti & Co., Chartered Accountant, during
their tenure as Auditors of the Company.
The Company has received a letter from M/s S. K. Badjatya & Co.,
Chartered Accountants, to the effect that their appointment if made
would be within the prescribed limits under section 224 (1B) of the
Companies Act, 1956. On recommendation of the Audit Committee, the
Board in its meeting held on August 24, 2010, proposed their
appointment as the Statutory Auditors of the Company subject to
approval of the members of the company in the forthcoming annual
general meeting. You are requested to consider their appointment.
Fixed Deposits
The Company had neither invited nor accepted any public deposits,
during the year, under Section 58A of the Companies Act, 1956 and, as
such, no amount on account of principal or interest on public deposits
was outstanding as on the date of the Balance Sheet.
Foreign Exchange Earnings and Outgo
During the year under review, Company has made following transactions
in Foreign Currency.
(Rs. In Lakh)
Particular 2009-10 2008-09
Expenditure in Foreign Currency 159.94 104.26
Earning in Foreign Currency 1607.57 1151.27
Auditors Report
All observation made by the Auditors in their reports are self
explanatory by way of Notes on Accounts and does not require any
further clarifi cation.
Share Warrants
During the year under review, with the authority of the members of the
Company by way of Postal Ballot, of which the result were declared on
10th March, 2010 has issued the 1500000 share warrants convertible into
equivalent number of Equity Shares of Rs. 10/- each fully paid-up at a
price of Rs. 100/- including a premium of Rs. 90/-.
The Board of Directors, at their meeting held on June 15, 2010,based on
the request received from warrantholders converted 1500000 warrants
into equal number of Equity Shares of Rs. 10/- . The above shares were
listed on the Stock Exchanges.
Share Capital
During the year under review, the authorized share capital of the
Company was increased from Rs. 50,000,000 (Rupees Five Crore Only)
divided into 5,000,000 (Fifty Lacs) equity shares of Rs. 10 each to Rs.
250,000,000 (Rupees Twenty Five Crore Only) divided into 25,000,000
(Two Crores Fifty Lacs) equity shares of Rs. 10 each, pursuant to the
authority of the members of the company by way of Postal Ballot, of
which the result was declared on 10th March, 2010.
Unclaimed / Unpaid Dividend
The following table given information relating to outstanding dividend
accounts and the dates by which they need to be transferred:
Financial Year Date of Declaration Date of payment Date on which
dividend
will become
part of IEPF
2004-05 September 03, 2005 September
30, 2005 September
02, 2012
2005-06 August 06, 2006 November
10, 2006 August
05, 2013
2006-07 August 29, 2007 September
29, 2007 August
28, 2014
2009-10 January 29, 2010 February
12, 2010 January
28, 2017
After seven years if the amount remains unclaimed then it will be
credited to the Investor Education and Protection Fund established by
the Central Government pursuant to section 205C of the Companies Act,
1956.
Insurance
All the insurable interest of the Company including inventories,
Building, Plant & Machinery is adequately insured.
Conservation of Energy, Technology Absorption & Foreign Earnings and
Outgo:
Information in accordance with the provision of section 217(1)(e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in respect of the Board of Directors) Rules 1988, regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are as per Annexure-A 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.
Internal Control System
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 effi cient running of
the business.
Particulars of Employees
There are no employees drawing remuneration beyond prescribed amount
requiring disclosure under section 217(2A) of the Companies Act, 1956
Acknowledgement
Yours Directors place on record their appreciation of co-operation and
support extended by the Bankers, Government agencies and other
institution and look forward to their continued support. Your Directors
wish to place on record their deep sense of appreciation for the
committed services of Executives, Staff and Workers of the Company.
By order of the Board of Directors
For Chromatic India Limited
Sd/-
(Whole time Director)
Place : Mumbai
Dated : August 24, 2010