Your Directors have pleasure in presenting the 43rd
Director's Report of the Company together with the Audited Statements of Accounts for
the Financial Year ended March 31,2025.
1. FINANCIAL RESULTS:
| PARTICULARS |
Current Year 2024-25 |
Previous Year 2023-24 |
| Gross Revenue from operations |
7066.30 |
8981.14 |
| Profit/(Loss) Before Interest, Depreciation & Tax (PBIDT) |
(7894.21) |
(1764.30) |
| Finance Charges |
4.69 |
4.40 |
| Profit/(Loss) before Depreciation and Tax(PBDT) |
(7898.90) |
(1768.70) |
| Depreciation |
695.26 |
716.06 |
| Profit/(Loss) Before Tax(PBT) |
(8594.16) |
(2484.77) |
| Provision for Tax |
- |
- |
| Profit/(Loss) After Tax (PAT) |
(8594.16) |
(2484.77) |
| Credit Balances /Earlier Tax provision written back |
- |
2526.31 |
| Impairment on Non-Current Investments |
(223.25) |
(561.87) |
| Profit/(Loss) brought forward from previous year |
(18912.74) |
(18392.41) |
| Adjustment in Depreciation |
- |
- |
| Profit/(Loss) carried to Balance Sheet |
(27730.15) |
(18912.74) |
2. Industry Overview:
During the financial year 2024-25, the Ferro alloys industry navigated
a challenging business environment marked by multiple global and domestic headwinds.
Weakness in international steel demand, coupled with fluctuating prices of key raw
materials such as manganese ore and chrome ore, exerted pressure on margins. Elevated
energy costs, logistical disruptions, and geopolitical uncertainties further contributed
to market volatility. In addition, increasing regulatory requirements relating to
environmental compliance and sustainability added to operating costs for industry
participants.
Despite these challenges, India has retained its position as one of the
leading producers of Ferro alloys, supported by a robust steel sector and a competitive
resource base. The outlook for FY 202526 remains cautiously optimistic. A recovery in
global steel consumption, stabilization in raw material supply chains, and the Government
of India's continued focus on infrastructure development are
expected to drive demand growth. Furthermore, the industry is
increasingly adopting energy-efficient technologies, backward integration strategies, and
export market diversification to strengthen its competitive advantage.
Overall, while near-term volatility may persist, the medium- to
long-term fundamentals of the ferro alloys sector remain strong, underpinned by structural
demand growth from steel-intensive sectors and ongoing policy support.
3. Affairs of the Company
a) Operational Status of the Company:
Your Company is in the business of manufacturing of Ferro Alloys. Your
Company suspended its manufacturing of Ferro Silicon effective from 30th May 2025 due to
unfavourable market conditions. Except this. there is no change in nature of business of
the Company
Your Directors remains optimistic and is actively monitoring market
developments. It is expected that manufacturing operations will resume shortly, subject to
improvements market stability.
b) Performance of your Company:
During the financial year under review, the total revenue for the
Company was Rs. 7,649.31Lakhs against Rs. 9197.22 Lakhs in the previous year. The Company
incurred a net Loss of Rs. 8817.40 Lakhs compared to a net Loss of Rs. 520.33Lakhs
incurred in the previous year.
c) Change in the nature of business, if any
Your Company is in the business of manufacturing of Ferro Alloys There
is no change in the business activities in the Company.
4. EARNINGS PER SHARE (EPS):
The Basic EPS of our Company stood at Rs.-53.78 at standalone level for
the year ended 31st March,2025.
5. Dividend & Reserves:
As the Company incurred loss during the year under review, as a result
of this, the Directors could not recommend dividend for the Financial Year 2024-25.
6. Transfer to Reserves:
The Company has not transferred any amount to reserves during the year
under review.
7. Liquidity:
The Company continues to be debt-free and maintains sufficient cash
reserves to meet its operations and strategic objectives. Your Company had liquid assets
of Rs.274.50 Lakhs as at 31 March 2025 as against Rs.303.06 Lakhs at the previous year.
These funds have kept in current Accounts with Scheduled Banks.
8. Deposits:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 and as such, no amount of principal and interest was outstanding as on 31st
March, 2025.
9. Share Capital:
The Paid-up Share Capital as on 31st March, 2025 was
Rs.16.39 Cr. During the year under review, the Company did not issue any Shares.
10. Details of Subsidiary/Joint Ventures/Associate Companies:
Information pursuant to sub-section (3) of section 129 of the Act,
i.e., the statement containing the salient features of the financial statement of a
company's subsidiary or subsidiaries, associate company or companies and joint
venture or ventures is not applicable during the year, as there are no Subsidiary/ Joint
Venture Companies.
However, your Company has promoted the following two power companies by
way of Equity Investments:
Investment in KGPL 445 MW Gas Based Power Plant:
Konaseema Gas Power Limited (KGPL) (Associate Company), in which your
Company has invested in equity. KGPL suspended its manufacturing operations due to
non-availability of Gas (i.e., raw material) and as a result of this, the KGPL could not
service its debts to the Financial Institutions/Banks. IDBI Bank, one of the Term Loan
Lenders of KGPL, filed a petition U/s 7 of the Insolvency and Bankruptcy Code (IBC), 2016
against KGPL before Hon'ble National Company Law Tribunal (NCLT), Hyderabad. Hon'ble NCI-T
admitted said petition and initiated Corporate Insolvency Resolution Process(CIRP) against
KGPL vide its Order dated 18.12.2018. However, the Hon'ble NCLT passed orders for
liquidation of the Company due to the non-approval of the Resolution Plan by Committee of
Creditors. The Liquidation of KGPL is under process.
Investment in OPCL 20 MW Dam Based Hydel Power Plant:
20 MW Dam Based Hydro Electric Power Project by Orissa Power Consortium
Limited (OPCL), in which your Company has invested in equity, has generated 90.03 MU
million units during the financial year 2024-25. OPCL established 3.42 MW Solar Power
Project generated 3.92 MU during the financial year under review. Your Company is holding
Equity Share Capital of about 7.49% in OPCL.
11. Corporate Social Responsibility Policy:
Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility is not applicable under review and hence the Company has not adopted any
Corporate Social Responsibility Policy
12. Board of Directors and Key Managerial Personnel:
a) Re-appointment of Directors: Board recommended the re-appointment of
Mrs. M.Sri Mani Director, who is liable to retire by rotation, offer herself for
re-appointment.
b) Appointment/Change in designation of Directors:
There are no fresh appointment or change in designation of Director
during the year under review.
As required under regulation 36 (3) of the SEBI (LODR), Regulations,
2015, brief particulars of the Directors seeking appointment/re-appointment have annexed
to the explanatory statement to the Notice of Annual General Meeting.
13. Policy on Directors Appointment and Remuneration and Other Details:
The Company's policy on directors' appointment and
remuneration and other matters provided in section 178(3) of the Act have been disclosed
in the report on Corporate Governance, which forms part of the directors' report.
The Board, on recommendation of Nomination & Remuneration
Committee, has framed a policy for
selection and appointment of Directors, Senior Management and their
remuneration. The Policy is also available on the website of the Company i.e.,
www.chromesilicon.com
14. BOARD OF DIRECTORS & KMP:
• Board of Directors:
The Board of the Company is duly constituted. None of the directors of
the Company is disqualified under the provisions of the Act or under the SEBI Listing
Regulations.
• Board Diversity:
The Company has a truly diverse Board that includes and makes good use
of diversity in the skills, regional and industry experience, background, gender,
ethnicity and other distinctions among directors. This diversity is considered in
determining the optimum composition of the Board. All Board appointments are made on
merit, in the context of the skills, experience, independence and knowledge which the
Board as a whole requires to be effective.
• Independent Directors:
As a policy, the Company believes that independent directors comprise
at least 50% of the board strength. Mr. Hirak Kumar Basu has been nominated as Lead
Independent Director. He acts as a liaison between the non-executive directors and the
management and performs such other duties as the Board/ Independent Directors may decide
from time to time.
• Declaration by Independent Directors
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria
of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25
of the SEBI Listing Regulations.
• Certificate from company secretary in practice:
The Certificate on Non- Disqualification of Directors pursuant to
Regulation 34(3) and Schedule V Para C clause 10 (i) of the SEBI Listing Regulations has
been obtained.
• Registration of Independent Directors in Independent Directors
Databank:
All the Independent Directors of your Company have been registered and
are members of Independent Directors Databank maintained by the Indian Institute of
Corporate Affairs (IICA).
• Changes in the composition of Board of Directors:
Your Company has reorganized Executive Leadership to Accelerate
Technology Led Growth and made certain changes to the Board composition as follows:
Appointments/Re-appointments and Change in Designation (Including those
made after the end of financial year and the date of this report): Not Applicable Re-Appointments
(Director liable to retire by rotation):
A) Mrs. M. Sri Mani (DIN No. 01229624), a director retire by rotation
and being eligible, offer themselves for re-appointment in the ensuing AGM
B) KMP as at the end of the financial year:
Following are the KMP of the Company in accordance with the provisions
of Section 2(51), and 203 of the Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 as at 31st March 2025:
| SL. No Name of the KMP |
Designation |
| 1 Mr. PV.Rao, |
Whole-Time Director and CEO |
| 2 Ms. Shivangi Tibrewala |
Company Secretary & Compliance Officer |
| 3 Mr. R. Dharmender |
CFO |
• Changes in composition of KMP:
There was no change in the composition of the KMP during the Financial
Year 2024-25.
• Changes in composition of KMP after the end of financial year
and the date of this report: There was no change in the composition of the KMP
The details about the composition of board, KMP and the committees of
the board can be found at the Report of Corporate Governance, which forms part of this
report.
15. Number of Meetings of Board:
During the year, Five meetings of the Board of Directors were held, the
details of which forms part of the report on Corporate Governance.
16. Annual Evaluation of the Board, Committees and Individual
Directors:
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and individual Directors pursuant to the provisions of the
Act and the corporate governance requirements as prescribed by SEBI Listing Regulations.
The performance of the Board was evaluated by the board after seeking inputs from all the
Directors based on the criteria such as the Board composition and structure, effectiveness
of the board processes, information and functioning etc. In a separate meeting of
Independent Directors, performance of NonIndependent Directors, performance of the Board
as a whole and performance of the Chairman was evaluated, taking into account the views of
Executive Directors and Non-Executive Directors. The same was discussed in the Board
meeting that followed the meeting of the Independent Directors, at which the performance
of the Board, its committees and Individual Directors was also discussed. Performance
evaluation of Independent Directors was done by the entire Board, excluding the
Independent Director being evaluated.
17. Disclosure of Composition of Audit Committee:
The details of composition of Audit Committee is disclosed in the
report on Corporate Governance.
18. Policy on Directors' Appointment and Remuneration and other
details:
The Company's policy Directors' appointment and remuneration
and other matters provided in Section 178(3) of the Act have been disclosed in the report
on Corporate Governance Reports, which forms part of Directors' Report.
VI. Stakeholders Relationship committee
The Composition of Stakeholders Relationship Committee and details of
its meetings have been disclosed in the report on Corporate Governance Reports, which
forms part of Directors' Report.
The Company has designated an exclusive e-mail ID called
vbcfalhyd@gmail.com for complaints/ grievances.
VII. Risk Management Committee A.) Composition:
The Details of composition of the Committee are given below:
| Name of the Director |
Designation |
Category |
| Shri Hirak Kumar Basu |
Chairman |
Independent Non-Executive Director |
| Shri P. Raju |
Member |
Independent Non-Executive Director |
| Shri. P.V. Rao |
Member |
Whole-Time Director |
B) Risk Management Policy:
The Company follows a comprehensive system of Risk Management. The
Company has adopted a procedure for assessment and minimization of probable risks. It
ensures that all the risks are timely defined and mitigated in accordance with the
well-structured risk management process.
18. Unpaid / Unclaimed Dividend:
In terms of the provisions of the Companies Act, the Company is obliged
to transfer dividends which remain unpaid or unclaimed for a period of seven years from
the declaration to the credit of the Investor education and Protection Fund established by
the Central Government. Company has not required to transfer the unclaimed dividends to
the IEPF.
19. Details of Adequacy of Internal Financial Controls:
Your Company has well established procedures for internal control
across its various locations, commensurate with its size and operations. The organization
is adequately staffed with qualified and experienced personnel for implementing and
monitoring the internal control environment. The internal audit function is adequately
resourced commensurate with the operations of the Company and reports to the Audit
Committee of the Board.
M/s Bhavani & Co., Chartered Accountant, Hyderabad as Internal
Auditors for the year 2024-25. Deviations are reviewed periodically and due compliances
are ensured. Summary of significant Audit observations along with recommendations and its
implementations are reviewed by the Audit committee and concerns, if any, are reported to
Board.
20. Auditors:
• In terms of the provisions of the Companies Amendment Act, 2017
read with Notification S.O. 1833(E) dated 7th May 2018 deletes provision of
annual ratification of the appointment of auditor. Now during a single term of 5 years,
there shall be no requirement for ratification of the appointment of auditor. A company
sending notices for Annual General Meeting on or after 7th May 2018 is not
required to include ratification of the auditor as its agenda item.
The Auditors, M/s Pavuluri & Associates, Chartered Accountants were
appointed as Statutory Auditors to hold office till the conclusion of AGM to be held in
the year 2026, since there is no requirement of annual ratification of appointment of
Statutory Auditors, the Board has not recommended for ratification of Statutory Auditors
in the Notice of 43rd AGM.
• Secretarial Auditors:
The Board appointed B S S & Associates (Firm Reg. No.: 3744) as the
Secretarial Auditors for the Financial Year ended 31st March, 2025.
• Cost Auditors
Members have ratified the appointment of M/s. Nageshwara Rao & Co
(Firm Registration No. 00332) as Cost Auditors of the Financial Year 2024-25.
• Internal Auditors:
M/s Bhavani & Co, Chartered Accountants are the internal auditors
of the Company for the Financial Year ended 31st March 2025.
21. Auditors' Report:
a) Independent Auditors Report:
The report of the Independent Auditors for the Financial Year 2024-25
is enclosed with the Financial Statements in this Annual Report. The following is the
reply of the Board on the qualifications made by the Auditors in their Report:
| No Audit Qualification |
Reply given by the Board |
| a Non-Compliance with Ind AS 19 - Employee Benefits: The
Company has not made provisions for future payments of gratuity and leave encashment,
considering the present liability using the Projected Unit Credit method as mandated by
Ind AS 19 "Employee Benefits". This constitutes noncompliance with the
provisions of section 133 of the Companies Act, 2013. Consequently, the liabilities and
expenses related to employee benefits are understated, resulting in the Understatement of
Losses and Other Equity would have been lower by the said amount. |
The Company has made necessary provisions in the books of
accounts without getting the report from the Actuarial valuation. However, Board is of
view that the Company is made required amounts in the Books. Therefore, we have not taken
any impact on for Adjusted Figures (audited figures after adjusting for qualifications) |
| , The Company has Interest Free Loans & Advances of
Rs.9.37 crores, there is existence of material uncertainties over the realizability of
these amounts due to various factors such as age of these assets, non-availability of
confirmation of balances/agreements etc. In absence of alternative corroborative evidence,
we are unable to comment on the extent to which such balances are recoverable. Had the
aforesaid Advances been provided for impairment, Loss for the Period would have been
Higher by such provision and other equity would have been lower by the said amount. |
We have continuously follow-up with the advances recoverable
from the various parties. Company is confident to collect the amounts or materials from
the said supplies and accordingly no provision has been made in the Books of Accounts. |
| C The Company has not undertaken physical verification of
Inventories at periodic intervals and has not obtained any technical/ market/ commercial
evaluation for the inventories. Hence, we are unable to comment on the realizable value of
the same, which may be lower than the amount at which it has been reflected in the balance
sheet. The Company has not maintained adequate inventory records at the factory. No
provision has been made on diminution in the value of old and slow- moving inventory. The
impact of the above remarks, presently not ascertainable and, therefore, cannot be
commented upon. |
The company is having a system to make periodical physical
verification of stocks/ inventories and also arriving at the values. |
| D The Company has not obtained the D balance
confirmations in respect of Trade payables to the extent of Rs.8.20 Crores, Other
Liabilities to the extent of Rs.9.21 Crore have not been received from the parties and
hence we are unable to state these balances are recoverable/payable to the extent stated. |
Company send the balance confirmation letter to the
respective parties as per the standard audit practice. But Company is yet to receive the
response from them. As per the Board's view all the balances are correct as per our books
of accounts. Therefore, we have not taken any impact on for Adjusted Figures (audited
figures after adjusting for qualifications) |
| E The management did not carry out the scheduled physical
verification of Property, Plant and Equipment during the year, as required under Ind AS 16
- Property, Plant and Equipment. Accordingly, we were unable to verify the existence and
condition of these assets or assess the accuracy and completeness of the related
disclosures in the financial statements. |
The company is having a system to make periodical physical
verification of Property, Plant and Equipment. |
b) Cost Audit Report:
M/s Nageswara Rao & Co as the Cost Auditors of the Company for the
Financial Year 2024-25. They have conducted the cost audit of the company for the
Financial Year 2024-25.
Company is not required to conduct a Cost Audit for the financial year
2025-26, as the turnover for the preceding financial year (2024-25) falls below the
statutory threshold prescribed under the Companies (Cost Records and Audit) Rules, 2014,
as amended.
Accordingly, the provisions of Rule 4 relating to mandatory cost audit
are not applicable for the next financial year.
c) Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Company has appointed M/s. B S S & Associates, (Firm Reg. No.: 3744), Practicing
Company Secretary to conduct the Secretarial Audit and give a Secretarial Audit Report for
the Financial Year 2024-25 to be annexed to the Report of Board of Directors.
The Board has gone through the report of the secretarial auditor and
decided to address all the issues in an appropriate manner and while specifically
authorizing the Whole-Time Director to take all such steps as may be required in this
regard in order to ensure proper compliance of all the applicable/provisions and laws.
In terms of section 204 of the Act read with Regulation 24A(1) of SEBI
(LODR) Regulations, and based on the recommendation of the Audit Committee, the Board of
Directors have approved and recommends the appointment of M/s. B S S & Associates, a
peer reviewed firm of Practicing Company Secretaries (Firm Reg. No.: 3744) as the
Secretarial Auditors of the Company at the ensuing AGM for a term of 5 (five) consecutive
years commencing from the conclusion of this 43rd (Forty Third) Annual General Meeting
until the conclusion of 48th (Forty Eighth) Annual General Meeting to be held in the year
2030.
d) Instances of fraud reported by the Auditors:
During the FY 2024-2025, the statutory auditors and the secretarial
auditor have not reported any instances of frauds committed in the Company by its Officers
or Employees under section 143(12) of the Act to the Central Government or the Audit
Committee under section 143(12) of the Companies Act, 2013.
e) Annual Secretarial Compliance Report:
The Annual Secretarial Compliance Report for the Financial Year
2024-2025 for all applicable compliance as per the Securities and Exchange Board of India
Regulations and Circulars/ Guidelines issued thereunder has been duly obtained by the
Company.
The Annual Secretarial Compliance Report issued by Mr. Jameel Babu K,
practicing company secretary (CP No. 21932) has been submitted to the Stock Exchanges
within 60 days of the end of the Financial Year.
22. Vigil Policy
Pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine
concerns has been established. The Company empowered the victimized Employees or Director
to approach directly the Chairman of the Audit Committee for a solution to the issue so
that the victimized Employee/Director is rescued. The said policy is available on the
website of the Company www.chromesilicon.com
23. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The details of conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo are as follows:
• Conservation of Energy
The information in accordance with the provision of Section 134 of the
Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules 2014, regarding conservation of Energy a separate Annexure has
been provided in this annual report.
• Technology Absorption
No expenditure is incurred by the Company attributable to Technology
absorption during the year under review.
(c) Foreign exchange earnings and outgo.
During the year, there are no foreign exchange inflows/earnings or
outflows/investments.
(d) Expenditure on Research and Development
No expenditure is incurred by the Company attributable to Expenditure
on Research and Development during the year under review.
24. Management Discussion & Analysis
Pursuant to SEBI (LODR), Regulations, 2015, a Report on Management
Discussion & Analysis is provided in this Annual Report.
25. Particulars of Loans, Guarantees or Investments under Section 186:
The particulars of loans given, guarantees given, securities provided
and investments made along with the purpose for which the loan, guarantee, or security is
proposed to be utilized by the recipient are have been disclosed in the Financial
Statements.
26. Particulars of Contracts or Arrangements with Related Parties:
All transactions entered into with Related Parties as defined under the
Companies Act, 2013 and Regulation 23 of SEBI Listing Regulations, 2015 during the
financial year were in the ordinary course of business and on an arms' length pricing
basis. There were no materially significant transactions with related parties during the
financial year, which were in conflict with the interest of the Company.
A statement, in summary form, of all the transactions entered into with
the related parties in the ordinary course of business, details of individual transactions
with related parties are placed before the audit committee for the review from time to
time.
Your Company has formulated a policy on related party transactions
which has been placed on the website of the company i.e. www.chromesilicon.com. There are
no related party transactions except mentioned in the Financial Statements.
Suitable disclosure as required by the Indian Accounting Standards (Ind
AS-24) has been made in the notes to the financial statements. Accordingly, the details of
Related Party Transactions are annexed in Form AOC-2 is not applicable.
27. Annual Return
As required by Section 92(3) of the Act read with Section 134(3)(a) of
the Act the Annual Return in Form MGT-7 is placed at the company website
www.chromesilicon.com.
28. Particulars of Employees:
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:
(i) the ratio of the remuneration of each Director to the median
remuneration of the employees of the company for the financial year;
Our Non-executive Directors draw remuneration only by way of sitting
fee. The details of the same are provided in the Corporate Governance Report which forms
Annexure to this report. Hence, the ratio of remuneration of each Non-executive Director
to the median remuneration could not be given.
(ii) the percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
financial year;
| Name of the Person |
% increase in remuneration in the financial
year |
| MSP Rama Rao |
Nil |
| P.V. Rao |
Nil |
| R. Dharmender |
Nil |
| Shivangi Tibrewala |
Nil |
(iii) the percentage increase in the median remuneration of employees
in the financial year: Nil
(iv) the number of permanent employees on the rolls of company: 10.
(v) the explanation on the relationship between average increase in
remuneration and company performance; There is no increase of the salary of the employees
during the year under review.
(vi) comparison of the remuneration of the Key Managerial Personnel
against the performance of the company;
The Remuneration to Key Managerial Personnel is below the norms being
practiced in Comparable Industries for such experienced persons.
(vii) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: There is no increase of salaries to the employees.
(viii) the key parameters for any variable component of remuneration
availed by the Directors:
There is no variable component of remuneration availed by Directors
(ix) the ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in excess of the highest
paid director during the year: Not Applicable as Company paid only sitting fees to
Non-executive Directors.
(x) Affirmation that the remuneration is as per the remuneration policy
of the company. The Company affirms remuneration is as per the remuneration policy of the
Company. None of the employees are drawing Rs. 8,50,000/- and above per month or
Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section
197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
29. Prevention of Sexual Harassment of Women at Workplace:
In order to prevent sexual harassment of women at workplace as per
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said policy. During the
year under review, the company has not received any complaints.
30. Risk Management Policy
The Company has an adequate risk management policy in place. The risk
management process is reliable and broad based, ensuring that the Company is well guarded
against foreseeable risks and aptly prepared for future contingencies. Risk management
encompasses risk identification, evaluation, reporting and resolution to ensure the smooth
functioning of operations and business sustainability. Risk Management has become an
integral part of business decision making.
31. Loans and Advances in the nature of Loans to Firms/Companies in
which Directors are interested:
The information as required to be provided under Schedule V Para C
clause 10(n) of the SEBI (LODR) Regulations forms part of the report on Corporate
Governance Enclosed to the Annual Report.
32. Corporate Governance and Shareholders Information:
A separate section on Corporate Governance for fiscal 2022 forms part
of this Annual Report as Annexure-IV. Pursuant to Reg. 27 of SEBI (LODR), Regulations,
2015 Report on Corporate Governance together with the Certificate issued by Practicing
Company Secretary regarding compliance of the conditions of Corporate Governance forms
part of this Report.
33. Material Orders, if any, Passed by the Regulators, Courts Etc.:
There are no orders passed by Regulators/Courts/Tribunals which have
impact on the going concern status and Company's operations in future.
34. Material Changes and Commitments:
No material changes occurred subsequent to the close of the financial
year of the Company to which the balance sheet relates and the date of this report which
affecting Financial position of the Company as on 31.03.2025. The Company suspended its
manufacturing activities effective from
30.05.2025.
35. Maintenance of Cost Records
The Company has properly maintained cost records and accounts during
the financial year ended
31.03.2025.
36. Application under Insolvency and Bankruptcy Code, 2016:
The Company has not made any application under the Insolvency and
Bankruptcy Code, 2016 during the FY 2024-2025.
37. Valuations:
Details of difference between amount of the Valuation done at the time
of One Time Settlement and the Valuation Done While Taking Loan from the Banks or
Financial Institutions along with the Reasons thereof:
The Company has not made any such valuation during the FY 2024-2025.
38. Various Policies at website:
All the required policies of the Company has been placed on website of
the Company (www. chromesilicon.com).
39. Declaration by Independent Director(s):
All Independent Directors of the Company have given declarations as
required under the provisions of Section 149(7) of the Companies Act, 2013 and Regulations
16(1 )(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, stating that they meet the eligibility criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations").
In the opinion of the Board all, our Independent Directors possess
requisite qualifications experience expertise and hold high standards of integrity for the
purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules 2014.
40. Separate Meeting of Independent Directors
During the year under review, the Independent Directors held their
separate meeting on February 14th February 2025 inter alia, to discuss:
- Review the performance of the Non-Independent Directors. Review the
performance of the committees and Board as a whole.
- Review the performance of the Chairman of the Company, taking into
account the views of Executive Directors and Non- Executive Directors.
- Assess the quality, quantity and timeliness of flow of information
between the Company management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
41. Presentation of Financial Statements:
The Financial Statements for the year ended 31st March,2025
are prepared in due compliance of the Indian Accounting Standards.
42. Internal Audit & Controls:
The Company appointed M/s Bhavani & Co., Chartered Accountants,
Hyderabad, as its Internal Auditors. Their scope of work includes review of Records,
Ledgers, voucher checking and the internal controls applied and practiced by the Company
to ensure the Assets are safeguarded and payments are made only for the benefits received
and also review of operational expenditure, effectiveness of internal control procedures
and systems, and assessing the internal control strengths in all areas.
The internal control procedures and systems are adequate commensurate
with the nature and size of the operations of the Company. Internal Auditors findings are
discussed, and suitable corrective actions are taken as per the directions of Audit
Committee on an ongoing basis to improve efficiency in operations.
43. Cash Flow Statement:
A Cash Flow Statement for the year 2024-25 is annexed to the Statement
of Accounts.
44. Familiarization Programmes:
The Company familiarizes its Independent Directors on their appointment
as such on the Board with the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, etc. through
familiarization programme. The Company also conducts orientation programme upon induction
of new Directors, as well as other initiatives to update the Directors on a continuing
basis. The familiarization programme for Independent Directors is disclosed on the
Company's website www.chromesilicon.com.
45. Secretarial Standards
The Company is in compliance with the applicable secretarial standards.
46. Human Resources:
The company has maintained cordial relations with the employees. Your
Directors and Management express their appreciation for the commitment and devotion shown
by the employees.
47. Declaration by the CEO:
Pursuant to the provisions of Regulation 17 of the SEBI Listing
Regulations, a declaration by the CEO of the company declaring that all the members of the
board and the senior management personnel of the company have affirmed compliance with the
Code of Conduct of the company. The CEO/CFO certification to the board pursuant to
Regulation 17 of the SEBI Listing Regulations is enclosed to this report.
48. Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, the best of their knowledge and ability confirm that:
(a) in the preparation of the annual accounts for the year ended 31st
March 2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(b) the Directors had 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 2025 and of the profit and loss of the company for the year ended on that date;
(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(d) the Directors have prepared the annual accounts on a going concern
basis;
(e) the Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
(f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
49. Cyber Security Incidents
There were no such incidents during the FY 2025.
50. Maternity Benefit Act 1961:
Company is compiled with respect to the compliance of the provisions
relating to the Maternity Benefit Act 1961 during the year under review
51. Key Ratios:
The details of significant changes (i.e. change of 25% or more as
compared to the immediately previous financial year) in key financial ratios, along with
detailed explanations therefor, including in the notes to account Note .No.2.32
52. Change in the Net Worth of the Company:
While the Company's net worth declined this financial year due to
losses amid market and operational challenges, management remains confident in the
Company's resilience and long-term prospects. Proactive measures are underway to
streamline operations, drive growth, and restore net worth in the coming periods. The
leadership team is committed to navigating current headwinds and delivering sustainable
value to all stakeholders.
53. Accounting Standards:
In the preparation of the financial statements for the year under
review, the Company has followed all the applicable Accounting Standards prescribed under
the Companies Act, 2013, and the relevant rules issued thereunder. There has been no
deviation from the prescribed Accounting Standards, and all disclosures have been made in
accordance with the applicable laws.
54. Acknowledgements
Your Directors thank the Government of India and Government of
Telangana for their support. They also place on record their appreciation for the help and
encouragement received from Bank of India, and other Financial Institutions.
Your Directors sincerely thank Customers, Vendors and Members for their
sustained support and co- operation.
