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 |