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Annual Report 2009 - Clariant

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<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

<strong>Clariant</strong> Chemicals (India) Limited


<strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

We enhance the quality of your life!<br />

<strong>Clariant</strong>’s products span across a wide spectrum<br />

of applications. You could find us in the most<br />

unexpected areas, right from the wrinkle<br />

free fabric, to the scratch free automotive<br />

coatings, in the special pharma and plastic<br />

packaging, on the leather sofas or in the heavy<br />

metal free paints. Our initiatives on quality,<br />

creating a broad range of green products, work<br />

place ethics and safety help strengthen our<br />

partnership with all of our stakeholders upon<br />

whom our success depends. Ultimately we<br />

strive to provide sustainable partnerships and<br />

make our world a better place!


Index<br />

2<br />

Corporate Management<br />

7 Financial Performance<br />

9 Notice<br />

13 Directors’ <strong>Report</strong><br />

17 Management Discussion and Analysis<br />

22 <strong>Report</strong> on Corporate Governance<br />

31 Auditors’ <strong>Report</strong><br />

34 Balance Sheet<br />

35 Profit and Loss Account<br />

36 Cash Flow Statement<br />

38 Schedules to Balance Sheet<br />

44 Schedules to Profit and Loss Account<br />

46 Notes<br />

58 Statement relating to the Subsidiary Company<br />

59 Chemtreat Composites India Private Limited (Subsidiary)<br />

67 Auditors’ <strong>Report</strong> on Consolidated Financial Statements<br />

68 Consolidated Financial Statements<br />

88 10-years’ Highlights


2 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Corporate Management<br />

Peter Palm R.A. Shah Diwan A. Nanda<br />

Bansi S. Mehta Henri Schloemer B.L. Gaggar Heiner Meier


3<br />

AUDIT COMMITTEE<br />

R.A. Shah, Chairman<br />

Diwan A. Nanda<br />

Henri Schloemer<br />

INVESTORS’ GRIEVANCE COMMITTEE<br />

Diwan A. Nanda, Chairman<br />

Peter Palm<br />

AUDITORS<br />

Deloitte Haskins & Sells<br />

Chartered Accountants<br />

BANKERS<br />

The Hongkong & Shanghai Banking Corpn. Ltd.<br />

Standard Chartered Bank<br />

Citibank N.A.<br />

SOLICITORS & ADVOCATES<br />

Crawford Bayley & Co.<br />

REGISTRAR & SHARE TRANSFER AGENTS<br />

BOARD OF DIRECTORS<br />

R.A. Shah – Chairman<br />

Peter Palm – Vice-Chairman & Managing Director<br />

Bansi S. Mehta<br />

Diwan A. Nanda<br />

Heiner Meier<br />

Henri Schloemer<br />

Dr. Andreas Walde<br />

B.L. Gaggar – Director Finance & Company Secretary<br />

Sharepro Services (India) Pvt. Ltd.<br />

Sakinaka, Andheri (E)<br />

Mumbai – 400 072<br />

REGISTERED OFFICE<br />

Ravindra Annexe<br />

194, Churchgate Reclamation<br />

Mumbai – 400 020<br />

WORKS<br />

Dhatav, Roha, Dist. Raigad – 402 116<br />

Balkum, Thane – 400 608<br />

Kolshet Road, Thane – 400 607<br />

Kudikadu, SIPCOT P. O., Cuddalore – 607 005<br />

Singadivakkam Village, Kanchipuram – 631 561


4 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Exacting Solutions …<br />

<strong>Clariant</strong>’s customers span across a wide range of businesses that<br />

are the market leaders in their own ways. Our diversity highlights our<br />

varied expertise and domain knowledge available for meeting the<br />

specialized demands of the industry.<br />

<strong>Clariant</strong>’s textiles business, a respected market leader in India, supplies<br />

not just specialty chemicals for pretreatment, dyeing, printing and<br />

finishing but also has the ability to impart special effects, from crease<br />

resistance to moisture management as well as repellency. We cater to<br />

varied segments like casual wear, sportswear, denim, business wear,<br />

work wear, towels, upholstery, sarees and dress materials, medical<br />

garments, textiles for cars, planes, trains and carpets.<br />

<strong>Clariant</strong> is the leading manufacturer and supplier of pigments and<br />

its preparations – be it for paints, plastics, printing inks, cosmetics,<br />

detergents or special applications like latex, viscose or waxes.<br />

Our high performance pigments meet the exacting demands of the<br />

automotive, coil and coating industries. The halogen-free flame<br />

retardants from the additives range are used for protective coatings,<br />

resins, thermoplastics and polyester fibers.<br />

Our paper specialties business is the preferred supplier of optical<br />

brighteners, colorants and functional chemicals that impart superior<br />

whiteness, color, coating and strength solutions for the paper market.<br />

Our focused product range enhances both optical and functional<br />

properties of all kinds of paper and board. We cater to segments<br />

like: printing & writing, coated paper, tissue & toweling, packaging &<br />

board, newsprint, among others.<br />

<strong>Clariant</strong> is a leading supplier of leather chemicals and services in India,<br />

offering chemical and technical solutions for the complete leather<br />

manufacturing process, from beamhouse to finishing. We meet the<br />

exacting demands of segments like automotive, shoe & fancy goods,<br />

furniture, garment, fur, etc.


5<br />

Our emulsions business is a major supplier of polymer dispersions to<br />

paints, coatings, construction and adhesive industries. In water-based<br />

wood coatings, the products have low VOC, no smell and quick drying,<br />

thereby meeting the local demands of the industry. They also provide<br />

good block resistance with enhanced gloss on wood and metals.<br />

<strong>Clariant</strong> masterbatches has been recognized as an important specialty<br />

and tailor made masterbatch supplier for the plastics industry. We<br />

meet the exacting demands in many application areas like: automotive,<br />

personal care, food & beverage, medical products, toys, fibers &<br />

filaments, packaging film & sheet, agriculture applications, etc.<br />

One of <strong>Clariant</strong>’s unique area of expertise is the high quality multifunctional<br />

anti-graffiti coatings which are also corrosion resistant and<br />

easy to clean. These find wide applications on the exteriors of railway<br />

coaches, automobile bodies, etc.<br />

The industrial & consumer specialties business is a global leader. Its<br />

personal care business develops and produces specialty ingredients<br />

and co-surfactants for skin and hair care, wet wipes and selected<br />

pharmaceutical applications. The industrial and home care business<br />

manufactures products for household cleaning fluids and disinfectant<br />

applications. Our emulsifiers, lubricants and corrosion inhibitors<br />

offer solutions for the lubricant and metal working fluid applications,<br />

while our brake fluids meet the automotive industry’s demand. Our<br />

industrial biocides are technology leaders in the coating segment.<br />

We work closely with our customers - both multinational brands and<br />

regional brands - to ensure performance, cost-efficiency and ecofriendliness.<br />

Delivering personalized and high performance solutions through<br />

close customer relationships which add value for our customers is<br />

our hallmark.


6 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

… for a better tomorrow!<br />

Our basket of innovative products aim at ensuring our contribution to the broader sustainable development of the world we live in.<br />

Eco-friendly solutions are integral to our pigment range – be it the lead/chrome/heavy metal free pigments for paints or the flame retardants that<br />

are increasingly finding usage in varied applications, especially in the infrastructure sector in India. Our solutions also help conserve energy,<br />

avoid excess usage and are VOC free. Our water-based emulsions are another example.<br />

<strong>Clariant</strong>’s textile chemicals, especially for baby-wear, shirtings, bed-sheets, denims and trouser fabrics are compliant to global norms like<br />

Oekotex, GOTS, EU legislations, etc. The 4E concept focuses on environment, efficiency, ecology and economy. The multi-functional anti-graffiti<br />

coatings feature eco-friendly/energy savings and include non-fluorine compounds in formulations. Our specialized paper chemicals are wellsuited<br />

for manufacture of recycled paper as. The leather product range provides environment-friendly value-added solutions for the specific<br />

needs of the industry.<br />

<strong>Clariant</strong>’s skin care formulations are based on raw materials from renewable resources; recycling concepts are used for aviation de-icing<br />

products, which are promoted under our ECOTAIN label. Surfactant chemistry based on ethoxylates and specialty polyglycols offer state-of-theart<br />

solutions for the current demands of the Indian market; e.g. VOC-free, low odour and APEO-free paint additives as well as formaldehyde free<br />

preservatives. Our green preservative combined with our state-of-the-art manufacturing facility and an elaborate technical service offers the<br />

perfect combination of product and service that enables our customers achieve exacting solutions for a better tomorrow!


7<br />

Financial Performance<br />

PBT and Margin<br />

1800<br />

1631<br />

30<br />

1500<br />

25<br />

(Rs. Million)<br />

1200<br />

900<br />

600<br />

648<br />

508 493<br />

1073<br />

11.7<br />

17.7<br />

20<br />

15<br />

10<br />

(%)<br />

300<br />

7.6 7.4<br />

5.7<br />

5<br />

0<br />

April’05 -<br />

March’06<br />

April’06 -<br />

December’06<br />

FY 2007<br />

FY 2008 FY <strong>2009</strong><br />

0<br />

PBT Margin %<br />

Distribution of Revenue <strong>2009</strong><br />

(Rs. Million)<br />

PAT and Margin<br />

Taxes 550 (6%)<br />

Exceptional items<br />

245 (3%)<br />

Profit after tax<br />

1081 (12%)<br />

1200<br />

1000<br />

1081<br />

24<br />

20<br />

Other expenses<br />

1066 (11%)<br />

Depreciation /<br />

Impairment<br />

203 (2%)<br />

(Rs. Million)<br />

800<br />

600<br />

400<br />

200<br />

404<br />

329<br />

4.8 4.8<br />

318<br />

3.7<br />

675<br />

7.4<br />

11.7<br />

16<br />

12<br />

8<br />

4<br />

(%)<br />

Personnel cost<br />

616 (7%)<br />

Cost of material<br />

5452 (59%)<br />

0<br />

April’05 -<br />

March’06<br />

April’06 -<br />

December’06<br />

FY 2007<br />

FY 2008 FY <strong>2009</strong><br />

PAT Margin %<br />

0<br />

EPS, DPS and Payout<br />

45<br />

170.8<br />

40.6<br />

175<br />

36<br />

140<br />

(Rupees)<br />

27<br />

18<br />

9<br />

82.8<br />

15.2<br />

11.0<br />

16.4 *<br />

18.0 **<br />

11.9<br />

98.1<br />

10.0<br />

25.3<br />

87.8<br />

19.0<br />

72.1<br />

25.0<br />

105<br />

70<br />

35<br />

(%)<br />

0<br />

April’05 -<br />

March’06<br />

April’06 -<br />

December’06<br />

FY 2007 FY 2008<br />

FY <strong>2009</strong><br />

0<br />

EPS DPS Payout<br />

(Earning per share) (Dividend per share) (Including Dividend Tax)<br />

* <strong>Annual</strong>ised ** Including Golden Jubilee Dividend of Rs 10


8<br />

<strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Capital employed and ROCE<br />

Net Working Capital to Sales<br />

4200<br />

3500<br />

3880<br />

3165 3135<br />

3207<br />

3498<br />

48<br />

40<br />

1250<br />

1000<br />

1199<br />

1128<br />

1165<br />

1008<br />

20<br />

16<br />

(Rs. Million)<br />

2800<br />

2100<br />

1400<br />

21.0<br />

30.9<br />

32<br />

24<br />

16<br />

(%)<br />

(Rs. Million)<br />

750<br />

500<br />

14.1<br />

12.3*<br />

13.5<br />

11.0<br />

699<br />

7.6<br />

12<br />

8<br />

(%)<br />

700<br />

10.4<br />

13.8*<br />

10.1<br />

8<br />

250<br />

4<br />

0<br />

April’05 -<br />

March’06<br />

April’06 -<br />

December’06<br />

FY 2007<br />

FY 2008 FY <strong>2009</strong><br />

0<br />

0<br />

April’05 -<br />

March’06<br />

April’06 -<br />

December’06<br />

FY 2007<br />

FY 2008 FY <strong>2009</strong><br />

0<br />

Capital Employed<br />

ROCE<br />

NWC<br />

As % of Sales<br />

* <strong>Annual</strong>ised<br />

* <strong>Annual</strong>ised<br />

Inventory to Sales<br />

Receivable to Sales<br />

1500<br />

24<br />

1800<br />

24<br />

1250<br />

1253<br />

1282<br />

1127<br />

1054<br />

20<br />

1500<br />

1451<br />

1374<br />

1413<br />

1321<br />

1446<br />

20<br />

(Rs. Million)<br />

1000<br />

750<br />

14.8<br />

14.0 *<br />

13.1<br />

11.5<br />

767<br />

16<br />

12<br />

(%)<br />

(Rs. Million)<br />

1200<br />

900<br />

17.1<br />

15.0*<br />

16.4<br />

14.4<br />

15.7<br />

16<br />

12<br />

(%)<br />

500<br />

8.3<br />

8<br />

600<br />

8<br />

250<br />

4<br />

300<br />

4<br />

0<br />

April’05 -<br />

March’06<br />

April’06 -<br />

December’06<br />

FY 2007<br />

FY 2008 FY <strong>2009</strong><br />

0<br />

0<br />

April’05 -<br />

March’06<br />

April’06 -<br />

December’06<br />

FY 2007<br />

FY 2008 FY <strong>2009</strong><br />

0<br />

* <strong>Annual</strong>ised<br />

Inventory<br />

As % of Sales<br />

Receivable<br />

* <strong>Annual</strong>ised<br />

As % of Sales


9<br />

Notice<br />

NOTICE is hereby given that the Fifty-third <strong>Annual</strong> General<br />

Meeting of the Members of <strong>Clariant</strong> Chemicals (India) Limited<br />

will be held at Y. B. Chavan Auditorium, Gen. Jagannath Bhosale<br />

Marg, Next to Sachivalaya Gymkhana, Mumbai-400 021, on Friday,<br />

April 23, 2010 at 04.00 p.m. to transact the following business:<br />

Ordinary Business:<br />

1. To consider and adopt the audited Balance Sheet as at<br />

December 31, <strong>2009</strong> and the Profit and Loss Account for the<br />

year ended on that date and the <strong>Report</strong>s of the Directors and<br />

Auditors thereon.<br />

2. To confirm the declaration and payment of interim<br />

dividend and to declare a final dividend for the year ended<br />

December 31, <strong>2009</strong>.<br />

3. To appoint a director in place of Diwan A. Nanda, who<br />

retires by rotation and being eligible, offers himself for reappointment.<br />

4. To appoint the auditors and fix their remuneration.<br />

Special Business:<br />

5. To consider and, if thought fit, to pass, with or without<br />

modification, the following resolution as an Ordinary<br />

Resolution:<br />

"RESOLVED THAT in accordance with the provisions of Section<br />

257 of the Companies Act, 1956, Mr. Henri Schloemer, who<br />

was appointed as an Additional Director pursuant to the<br />

provisions of Section 260 of the Companies Act, 1956 and<br />

Article 113 of the Articles of Association of the Company with<br />

effect from January 1, 2010 and being eligible, offers himself<br />

for re-appointment and in respect of whom the Company has<br />

received notice in writing along with the prescribed deposit,<br />

from a shareholder signifying his intention to propose him<br />

as a candidate for the office of Director, be and is hereby<br />

appointed as a Director of the Company liable to retire by<br />

rotation.”<br />

6. To consider and if thought fit, to pass with or without<br />

modification, the following resolution as a Special<br />

Resolution:<br />

“RESOLVED THAT pursuant to the provisions of Sections 198,<br />

269, 309, 310 read with Schedule XIII and all other<br />

applicable provisions, if any, of the Companies Act, 1956,<br />

approval of members be and is hereby accorded to<br />

the appointment of Mr. Peter Palm as Vice-Chairman<br />

& Managing Director of the Company for a period of<br />

three years with effect from January 1, 2010 upon the<br />

terms and conditions including remuneration, benefits<br />

and perquisites payable or extended to him as set out<br />

in the agreement executed between the Company and<br />

Mr. Palm and provided in explanatory statement annexed to<br />

the Notice convening this meeting.<br />

RESOLVED FURTHER THAT Mr. Palm be paid a one time lump<br />

sum compensation not exceeding Rs. 10 lakhs subject to the<br />

deduction of tax, as relocation allowance and to reimburse<br />

actual expenses incurred for shifting of his personal effects<br />

from Leeds, UK to Mumbai, India.<br />

RESOLVED FURTHER THAT in the event of any statutory<br />

amendment, modification or relaxation by the Central<br />

Government to Schedule XIII to the Companies Act, 1956,<br />

the Board of Directors of the Company (hereinafter referred<br />

to as ‘the Board’ which term shall be deemed to include<br />

any Committee which the Board may constitute to exercise<br />

its powers, including powers conferred by this resolution)<br />

be and is hereby authorised to vary and/or increase the<br />

remuneration including salary, commission, perquisites,<br />

allowances, etc., within such prescribed limit(s) or ceiling<br />

and the agreement between the Company and the<br />

Vice-Chairman & Managing Director be suitably amended<br />

to give effect to such modification, relaxation or variation<br />

without any further reference to the members of the Company<br />

in General Meeting.<br />

RESOLVED FURTHER THAT, Mr. Palm shall not be subject<br />

to retirement by rotation as per Article 127 of the<br />

Articles of Association of the Company during his tenure as<br />

Vice-Chairman & Managing Director.<br />

RESOLVED FURTHER THAT for the purpose of giving effect<br />

to this resolution, any Director and the Company Secretary of<br />

the Company be and are hereby authorised to further execute<br />

the necessary documents under the Common Seal of the<br />

Company.<br />

7. To consider and, if thought fit, to pass, with or without<br />

modification, the following resolution as an Ordinary<br />

Resolution:<br />

“RESOLVED THAT pursuant to the provisions of Section<br />

293(1)(a) and other applicable provisions, if any, of the<br />

Companies Act, 1956, (including any statutory modifications<br />

or re-enactment thereof) and subject to the consent, approval,<br />

and permission being obtained from appropriate authorities to<br />

the extent applicable and necessary, consent of the Company<br />

be and is hereby accorded to the Board of Directors of the<br />

Company (hereinafter referred to as the ‘Board’ which shall


10 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

be deemed to include any committee thereof) to sell, transfer<br />

and/or otherwise dispose off whole or substantially whole of<br />

the Company’s assets consisting of property/land/undertaking<br />

at the Balkum, Thane site of the Company with or without<br />

the buildings, plant and machinery, equipment, furniture and<br />

fixtures, infrastructure, facilities, auxiliaries, utilities attached<br />

thereto the land, intellectual property rights, resources,<br />

advantages, privileges, easement, benefits, exemptions,<br />

rights, lease, tenancy, licenses, consents etc. in respect of<br />

the said land and other assets attached or any part of it; to<br />

such person(s) or entities at a price and on such terms and<br />

conditions, as may be deemed fit by the Board in the best<br />

interest of the Company.<br />

RESOLVED FURTHER THAT the Board of Directors of the<br />

Company be and is hereby authorised and empowered<br />

to finalise and execute necessary documents including<br />

agreements, deeds of assignment/conveyance and other<br />

documents and to do all such other acts, deeds, matters and<br />

things as may be deemed necessary and expedient in their<br />

discretion for completion of transfer/sale/lease or otherwise<br />

dispose off the said property, land and undertaking and to<br />

give effect to this resolution.<br />

RESOLVED FURTHER THAT the Board of Directors be and is<br />

hereby authorized to delegate all or any of the powers herein<br />

conferred in such manner as may be deemed fit”.<br />

8. To consider and, if thought fit, to pass, with or without<br />

modification, the following resolution as a Special<br />

Resolution:<br />

“RESOLVED THAT pursuant to Section 146 (2) of the Companies<br />

Act, 1956 the registered office of the company be shifted<br />

from Ravindra Annexe, 194 Churchgate Reclamation,<br />

Mumbai-400 020 to Kolshet Road P.O. Sandoz Baug<br />

Thane 400 607 within the state of Maharashtra.<br />

RESOLVED FURTHER that for the purpose of giving effect to<br />

this resolution, the Board of Directors of the Company be and<br />

is hereby authorised to do all such acts, deeds, matters and<br />

things and to execute all such deeds, documents, instruments<br />

and writings and in its absolute discretion necessary or<br />

desirable or in the best interests of the Company.<br />

RESOLVED FURTHER that Mr. B. L. Gaggar, Director Finance &<br />

Company Secretary be authorized to notify the said change in<br />

the situation of the Registered Office of the Company to the<br />

Registrar of Companies, Maharashtra”.<br />

February 19, 2010.<br />

Registered Office:<br />

Ravindra Annexe,<br />

194, Churchgate Reclamation,<br />

Mumbai-400 020<br />

By Order of the Board of Directors<br />

For <strong>Clariant</strong> Chemicals (India) Limited<br />

B. L. Gaggar<br />

Director Finance & Company Secretary<br />

NOTES:<br />

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE<br />

MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND<br />

AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED<br />

NOT BE A MEMBER OF THE COMPANY.<br />

Proxy form in order to be effective must be received at the<br />

registered office of the Company not less than 48 hours before<br />

the meeting.<br />

2. The relevant Explanatory Statement pursuant to Section 173<br />

of the Companies Act, 1956 in respect of the special business<br />

under Item Nos. 5 to 8 set out above is hereto annexed.<br />

3. The Register of Members and Share Transfer Books of the<br />

Company will remain closed from Tuesday, April 13, 2010 to<br />

Friday, April 23, 2010 both days inclusive, for the purpose of<br />

payment of final dividend, if declared at the <strong>Annual</strong> General<br />

Meeting.<br />

4. The final dividend on shares as recommended by the Board of<br />

Directors, if declared at the meeting, will be paid:<br />

(i) in respect of shares held in demat form on the basis<br />

of beneficial ownership as per details furnished by the<br />

Depositories as at the end of the business on April 12,<br />

2010 and<br />

(ii) in respect of shares held in physical form to those<br />

members whose names appear on the Register of<br />

Members of the Company after giving effect to all valid<br />

share transfers lodged with the Share Transfer Agent<br />

on or before April 12, 2010. The Company will dispatch<br />

the dividend warrants on or after April 24, 2010.<br />

5. Profiles of the Directors being re-appointed, as required under<br />

clause 49 of the Listing Agreement, are provided in the report<br />

on Compliance of Corporate Governance.<br />

6. The amount outstanding in unpaid dividend account in respect<br />

of financial year 2002-2003 will be transferred to the ‘Investor<br />

Education and Protection Fund’ maintained with the Central<br />

Government after the end of 7 (seven) years after July 23,<br />

2010. Members who have still not encashed their dividend<br />

are requested to encash the same at the earliest.<br />

7. In case of any change of particulars including address, bank<br />

mandate & nomination for shares held in demat form, should<br />

be notified only to the respective Depository Participants<br />

where the member has opened his demat account. The<br />

Company or its Share Transfer Agent will not be able to act<br />

on any direct request from these Members for change of<br />

such details. However, any change in particulars in respect of<br />

shares held in physical form, should be sent to the Registrars<br />

& Share Transfer Agents of the Company.<br />

8. Members holding shares in demat form may please note that<br />

the bank account details given by them to their Depository<br />

Participants (DPs) and passed on to the Company by such DPs<br />

would be printed on the dividend warrants of the concerned<br />

members. However, if any member(s) wants to receive<br />

dividend in any other bank account, he/she should change/<br />

correct the bank account details with their concerned DPs and<br />

also intimate about ECS payment requirement. The Company


Notice<br />

11<br />

will not be able to act on any such request from shareholders<br />

directly for deletion/change in the bank account details.<br />

9. Members may please note that the Dividend Warrants are<br />

payable at par at all the clearing branches of the HDFC<br />

Bank Limited in India for an initial period of three months<br />

only. Thereafter, the Dividend Warrant is payable only on<br />

revalidation for a further period of three months. The members<br />

are therefore, advised to encash Dividend Warrants within<br />

the initial validity period.<br />

10. Members who wish to attend the meeting are requested to<br />

bring attendance slip sent herewith, duly filled in, and the<br />

copy of the <strong>Annual</strong> <strong>Report</strong>. Copies of the <strong>Annual</strong> <strong>Report</strong> will<br />

not be distributed at the meeting.<br />

ANNEXURE TO THE NOTICE<br />

Explanatory Statement under Section 173 of the Companies<br />

Act, 1956<br />

Item No. 5<br />

At the meeting of the Board of Directors (“the Board”) of the Company<br />

held on October 29, <strong>2009</strong> the Board appointed Mr. Henri Schloemer<br />

as an additional director of the Company with effect from January<br />

1, 2010 pursuant to Section 260 of the Companies Act, 1956, read<br />

with Article 113 of the Articles of Association of the Company,<br />

Mr. Schloemer holds office only up to the date of the forthcoming<br />

<strong>Annual</strong> General Meeting.<br />

Notice in writing has been received from a member of the Company<br />

along with the prescribed deposit under Section 257 of the Companies<br />

Act, 1956, signifying his intention to propose Mr. Henri Schloemer as<br />

a candidate for the office of Director.<br />

The Directors recommend the Resolution for Member’s approval.<br />

No Director other than Mr. Henri Schloemer is concerned/interested<br />

in this resolution.<br />

Item No. 6<br />

Mr. Peter Palm was appointed by the Board, as the Vice-Chairman<br />

& Managing Director of the Company, for a period of three years,<br />

with effect from January 1, 2010 on the remuneration, terms and<br />

conditions subject to the approval of members.<br />

The Directors recommend the approval of the special resolution<br />

concerning the appointment of Mr. Palm. None of the Directors,<br />

other than Mr. Palm, is concerned or interested in the resolution.<br />

The information in respect of the terms of remuneration and<br />

perquisites is given below:<br />

Remuneration, benefits and perquisites<br />

i. Salary:<br />

Rs. 7,88,000/- (Rupees seven lakhs eighty eight thousands<br />

only) per month, which may be increased by the Board of<br />

Directors from time to time, subject to a maximum salary of<br />

Rs. 9,45,000/- (Rupees nine lakhs forty five thousands only)<br />

per month. Salary will be subject to the deduction of Income<br />

tax at the applicable rates, under the Income Tax Act, 1961.<br />

ii.<br />

iii.<br />

iv.<br />

Contribution to PF:<br />

Contribution to Provident Fund at the rate specified in the<br />

Provident Fund Act and Rules thereunder calculated on salary<br />

payable per month.<br />

Commission:<br />

Subject to the overall ceilings laid down under Sections<br />

198 and 309 of the Companies Act, 1956, a fixed sum in the<br />

range of Rs. 21,00,000/- (Rupees twenty-one lakhs only) to<br />

Rs. 30,00,000/- (Rupees thirty lakhs only) per annum, as may<br />

be decided by the Board from year to year.<br />

Perquisites<br />

a) Housing:<br />

Suitable residential accommodation, free of cost with<br />

all facilities, amenities and services (including gas,<br />

electricity, water and furnishings). In case Mr. Palm<br />

does not opt for Company provided accommodation<br />

at any time, he shall be reimbursed the house rent<br />

allowance of a sum not exceeding 70% of his salary.<br />

The expenditure incurred by the Company on gas,<br />

electricity, water and furnishings provided to him shall<br />

be evaluated as per the Income Tax Rules, 1962.<br />

b) Medical Reimbursement:<br />

Reimbursement of medical expenses incurred by<br />

Mr. Palm for self and family, in accordance with the<br />

rules and regulations of the Company as may be in<br />

force from time to time.<br />

c) Leave and Leave Travel Concession:<br />

Leave period of six weeks on full pay and allowances,<br />

for every twelve months of service subject to the<br />

condition that the accumulated leave shall not be<br />

encashed. The Company will bear the full cost of leave<br />

passage for Mr. Palm and his family once in a year to<br />

any destination in India. In case it is proposed that the<br />

leave be spent abroad, the Company will bear the full<br />

cost of air passage by club class for Mr. Palm and his<br />

family once in a year not exceeding the cost of return<br />

passage to his home country.<br />

d) Club Fees:<br />

Mr. Palm shall be entitled to the reimbursement of<br />

fees of any two clubs in India, including admission or<br />

entrance fees and monthly or annual subscriptions.<br />

e) Personal Accident Insurance:<br />

The Company shall pay an annual premium of a sum<br />

not exceeding Rs.15,000/- towards personal accident<br />

insurance policy of Mr. Palm.<br />

f) Reimbursement of expenses for returning to home<br />

country:<br />

Mr. Palm will be entitled to reimbursement of expenses<br />

incurred by him for self and family for returning to his<br />

home country after completion of his tenure of office<br />

including actual expenses incurred on travel and on


12 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

packing, forwarding, loading/unloading as well as<br />

freight, insurance etc. in connection with the moving<br />

of his personal effects.<br />

g) Car, Driver & Telephone:<br />

The Company will provide Mr. Palm a car and driver<br />

and telephone at his residence for use on Company’s<br />

business. Use of car for private purposes and personal<br />

long distance calls on telephone shall be billed by the<br />

Company to Mr. Palm.<br />

In case the Company is not able to provide a driver to<br />

Mr. Palm, the expenses for engaging a driver will be<br />

reimbursed to him as per the Company’s rules.<br />

h) Entertainment Expenses:<br />

The Company shall reimburse entertainment expenses<br />

actually and properly incurred by Mr. Palm in the course<br />

of the business of the Company subject to such annual<br />

limits as may be fixed by the Board of Directors of the<br />

Company.<br />

v) Limits on Remuneration:<br />

The remuneration as specified in clauses above shall be<br />

subject to the overall limits as specified under Sections 198,<br />

269, 309 and other applicable provisions read with Schedule<br />

XIII of the Companies Act, 1956.<br />

vi)<br />

vii)<br />

Minimum Remuneration:<br />

In the event of the Company incurring a loss or having<br />

inadequate profits in any financial year, the remuneration,<br />

benefits and perquisites payable or extended to Mr. Palm<br />

shall be in accordance with the provisions of Section II of<br />

Part II of Schedule XIII to the Companies Act, 1956 as amended<br />

from time to time.<br />

Termination:<br />

This agreement may be terminated by either party by giving to<br />

the other party six months’ notice of such termination.<br />

viii) Vacation of Office:<br />

If at any time during the tenure of his appointment as the<br />

Vice-Chairman & Managing Director, Mr. Palm ceases to<br />

be in the whole time employment of the Company for any<br />

reason whatsoever, he shall also cease to be a Director of<br />

the Company and simultaneously this agreement shall stand<br />

terminated.<br />

ix)<br />

Sitting Fees:<br />

Mr. Palm shall not be paid sitting fees for attending the<br />

meetings of the Board of Directors of the Company.<br />

Mr. Palm is not liable to retire by rotation during his tenure as<br />

Vice-Chairman and Managing Director.<br />

Item No. 7<br />

Sale of Land/Premises at Balkum<br />

In terms of Section 293(1) (a) of the Companies Act, 1956 sale, lease<br />

or otherwise disposal of the whole, or substantially the whole of<br />

undertaking of the Company, or where the Company owns more<br />

than one undertaking, of the whole or substantially the whole of<br />

any such undertaking requires approval of the shareholders by way<br />

of an Ordinary Resolution.<br />

The Company is holding about 36 acres of land at Balkum, Thane<br />

and after completion of sale of Diketene and Intermediates<br />

business together with its movable assets in terms of Business<br />

Transfer Agreement, in January 2010, the site is currently used for<br />

manufacturing operations of Phthalo Green pigments and various<br />

site offices and laboratory set-up. The location earlier approved<br />

for use by chemical industry by the Govt. of Maharashtra, is<br />

currently surrounded by residential buildings. It is, therefore felt<br />

that considering the Company’s commitment to environment,<br />

safety and health of its people and society at large, the site is<br />

not fit for continuing the operations as chemical factory and the<br />

potential of the premises/land at site can be better realised for<br />

use by other commercial/residential purposes. Since development<br />

of infrastructure is not the core of the Company’s business, the<br />

Board considered and thought it fit and proper that after closure,<br />

divestment or sale of its existing business operations from Balkum<br />

site and subject to approval of shareholders, the premises/land and<br />

other assets attached thereto, may be sold in the best interest of the<br />

Company and the value realised therefrom may be best put to use<br />

for expansion/growth of the Company’s business.<br />

The Directors recommend the Resolution for Member’s approval.<br />

None of the Director is concerned/interested in this resolution.<br />

Item No. 8<br />

Proposal for change of registered office<br />

As per provisions of Section 146(2) of the Companies Act, 1956 read<br />

with proviso (b) thereto, shifting of registered office of a company<br />

outside the local limits of any city or town requires approval of<br />

shareholders by way of Special Resolution.<br />

With a view to improve co-ordination and communication between<br />

the corporate, marketing and site offices, the Board of Directors<br />

considered and subject to approval of shareholders, approved the<br />

proposal for shifting the registered office to Kolshet in Thane, where<br />

the manufacturing site, marketing offices and the technology labs of<br />

the Company are currently located. The proposed location is outside<br />

the local limits of Mumbai city and therefore requires approval<br />

of shareholders by way of special resolution. If approved, the<br />

registered office will be moved to Kolshet Road, P. O. Sandoz Baug,<br />

Thane 400 607 with effect from May 1, 2010.<br />

The Directors recommend the approval of the special resolution.<br />

None of the Directors is concerned or interested in the resolution.<br />

February 19, 2010.<br />

Registered Office:<br />

Ravindra Annexe,<br />

194, Churchgate Reclamation,<br />

Mumbai-400 020<br />

By Order of the Board of Directors<br />

For <strong>Clariant</strong> Chemicals (India) Limited<br />

B. L. Gaggar<br />

Director Finance & Company Secretary


13<br />

Directors’ <strong>Report</strong><br />

Your directors are pleased to present the Fifty-third annual report<br />

and audited statement of accounts for the year ended December<br />

31, <strong>2009</strong>.<br />

Financial Results<br />

The financial performance of the Company for the year ended<br />

December 31, <strong>2009</strong> is summarized below:<br />

Rupees - Lakhs<br />

<strong>2009</strong> 2008<br />

Sales (Gross) 97322.24 100145.34<br />

Less: Excise duty (5188.11) (8505.87)<br />

Net sales 92134.13 91639.47<br />

Profit before exceptional items & taxation 18761.13 10776.60<br />

Less: Exceptional items (2450.46) (48.00)<br />

Profit before taxation 16310.67 10728.60<br />

Less: Provision for taxation (incl. FBT and deferred tax) (5466.34) (3732.21)<br />

Less: Short provision for taxation – Prior years (30.77) (248.09)<br />

Profit after tax 10813.56 6748.30<br />

Add: Balance brought forward from previous year 1097.40 950.36<br />

Amount available for appropriation 11910.96 7698.66<br />

Appropriations :<br />

General reserve 1081.36 674.83<br />

Interim dividend 2666.07 —<br />

Proposed final dividend 3999.11 5065.54<br />

Corporate tax on dividend (interim & final proposed) 1132.75 860.89<br />

Balance carried forward to balance sheet 3031.67 1097.40<br />

Review of Operations<br />

The global economic and financial crisis that began in 2008 and<br />

continued to affect Indian economy till first half of <strong>2009</strong> had a<br />

crippling impact on the global chemical industry. This has affected the<br />

Company’s performance during the first 2 quarters of <strong>2009</strong>. However,<br />

unexpected recovery in domestic market and excellent performance<br />

in terms of cost management has resulted into positive growth<br />

in terms of sales and benchmarking performance in net profits of<br />

your Company as compared to previous year. The following ratios<br />

appropriately reflect your Company’s operational performance during<br />

the year under review.<br />

<strong>2009</strong> 2008<br />

Sales growth (%) 0.5 6.4<br />

Domestic sales growth (%) 2.8 7.0<br />

Export sales growth (%) (8.3) 4.0<br />

PBDIT (% to sales) 22.6 14.9<br />

PAT (% to sales) 11.7 7.4<br />

ROCE (%) 30.9 21.0<br />

Debt : Equity ratio 0.01 0.01<br />

Earning per share (Rs.) 40.56 25.31<br />

Cash earning per share (Rs.) 48.19 36.49<br />

Book value per share (Rs.) 130.45 119.14<br />

Dividend<br />

During the year, your directors had declared interim dividend of<br />

Rs. 10 per share (100%) and the same was paid in August, <strong>2009</strong>.<br />

Considering the excellent performance for the year and the policy for<br />

distribution of profits to the shareholders adopted by the Company,<br />

the Board of Directors is pleased to recommend a final dividend of<br />

Rs. 15 per share (150%).<br />

The total dividend for the year ended amounts to Rs. 25 per share<br />

(250%) as compared to Rs. 19 per share (190%) paid for the previous<br />

year. On the paid-up share capital of Rs. 2666 lakhs, the total payout<br />

on account of dividend and tax thereon for the year entails cash out<br />

flow of Rs. 7798 lakhs (previous year Rs. 5926 lakhs) and pay out<br />

of 72% of the net profit.<br />

Divestment of Business<br />

The Company, during the year sold its flexible laminating<br />

adhesive business for a total consideration of Rs. 3.6 crores to<br />

M/s. Bostik India Pvt. Ltd. The Company had also signed business<br />

transfer agreement (BTA) with M/s. Laxmi Organic Industries Ltd.<br />

for sale of its diketene and intermediates business located at<br />

Balkum, Thane together with movable assets, technical knowhow<br />

and non-compete undertaking for a total consideration of<br />

Rs. 13.25 crores. On receipt of full consideration, the transaction is<br />

concluded in January 2010 and the plant is being dismantled and<br />

delivered to the buyer.<br />

Registered Office<br />

The registered office of the Company presently located at<br />

Ravindra Annexe, 194, Churchgate Reclamation, Mumbai-400 020<br />

is under lease and the premises is under major repairs. For better<br />

co-ordination and effective communication between sites, offices<br />

and laboratories, the Board has decided that subject to approval of<br />

shareholders, the registered office of the Company be relocated at<br />

<strong>Clariant</strong> owned premises at Kolshet Road, Thane-400 607 effective<br />

from May 1, 2010. Shareholders are requested to approve the<br />

proposal.<br />

Balkum, Thane site<br />

The Board of Directors of your Company has decided that subject to<br />

the decision on closure, divestment or sale of its existing business<br />

operations carried out at Balkum, Thane site and subject to approval<br />

of shareholders, the land/premises and other assets attached<br />

thereto, may be sold in the best interest of the Company and the<br />

value realised therefrom may be best put to use for growth of the<br />

Company’s business.<br />

Shareholders are requested to consider and approve the proposal as<br />

set out in notice of the annual general meeting.


14 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Fixed Deposits<br />

The Company has not accepted fixed deposits during the year<br />

under review. There were no overdue deposits except unclaimed<br />

deposits of Rs. 6000/- as at December 31, <strong>2009</strong> which has been<br />

subsequently deposited to Investor Education & Protection Fund<br />

of Government in January, 2010. As per requirements of Section<br />

205C of the Companies Act, 1956, the fixed deposits and interest<br />

unclaimed after completion of seven years are transferred to<br />

the Investor Education and Protection Fund established by the<br />

Central Government. There is no amount due and outstanding<br />

to be credited to Investor Education and Protection Fund as on<br />

December 31, <strong>2009</strong>.<br />

Subsidiary Company<br />

The audited accounts of the wholly owned subsidiary, Chemtreat<br />

Composites India Private Limited along with Auditors <strong>Report</strong> thereon,<br />

and the statement pursuant to Section 212 of the Companies Act,<br />

1956, is a part of this annual report.<br />

Consolidated Financial Statements<br />

In accordance with the Accounting Standards (AS-21), notified<br />

by the Companies (Accounting Standards) Rules, 2006, the<br />

consolidated financial statements covered in this annual report<br />

by the Company include financial information of its subsidiary<br />

Chemtreat Composites India Private Limited and forms part of this<br />

annual report.<br />

Management Discussion and Analysis <strong>Report</strong><br />

The Management Discussion and Analysis <strong>Report</strong> forming part of<br />

Directors’ <strong>Report</strong> for the year under review, as stipulated under<br />

Clause 49 of the listing agreement with stock exchanges, forms part<br />

of the annual report.<br />

Corporate Governance<br />

The Company is committed to maintain the highest standards<br />

of corporate governance. The report on corporate governance as<br />

stipulated under clause 49 of the listing agreement forms part of<br />

the annual report. The requisite certificate from the auditors of the<br />

Company confirming compliance with the conditions of corporate<br />

governance as stipulated under the aforesaid clause is attached to<br />

this report.<br />

Particulars of Employees<br />

The statement giving particulars of employees, as required<br />

under Section 217(2A) of the Companies Act, 1956 read with the<br />

Companies (Particulars of Employees) Rules, 1975 as amended,<br />

forms part of this report. However, having regard to the provisions<br />

of Section 219(1)(b)(iv) of the said Act, the annual report excluding<br />

the aforesaid statement is being sent to all the members of the<br />

company. Any member interested in obtaining a copy of this<br />

statement may write to the company secretary at the registered<br />

office of the Company.<br />

Directors<br />

Consequent upon termination of agreement of Mr. Heiner Meier, as<br />

Vice-Chairman and Managing Director, the Board at its meeting held<br />

on October 29, <strong>2009</strong> considered and appointed Mr. Peter Palm as<br />

Vice-Chairman and Managing Director of the Company effective from<br />

January 1, 2010. The Board wishes to place on records its sincere<br />

appreciation for Mr. Meier’s valuable contribution since integration<br />

of <strong>Clariant</strong> group companies in India and welcomes the appointment<br />

of Mr. Palm in his place. Mr. Peter Lindner, who was first appointed<br />

as director of the Company on October 25, 2001 and Mr. Walter<br />

Kindler, who was appointed as director on February 20, <strong>2009</strong> to fill<br />

up the casual vacancy caused by resignation of Mr. Dominik Strebel<br />

resigned from the Board with effect from January 1, 2010.The Board<br />

at the meeting held on October 29, <strong>2009</strong> appointed Mr. Heiner Meier<br />

as director to fill up the casual vacancy caused by resignation of<br />

Mr. Lindner and Mr. Henri Schloemer as additional director with<br />

effect from January 1, 2010. The Company has received notice<br />

under Section 257 of the Companies Act, 1956 from a shareholder<br />

proposing Mr. Henri Schloemer as a director of the Company.<br />

In accordance with the provisions of the Companies Act, 1956 and<br />

the articles of association of the Company, Diwan Arun Nanda, the<br />

director of the Company is due to retire at the forthcoming annual<br />

general meeting, and being eligible, has offered himself for reappointment.<br />

Details of the directors seeking re-appointment are provided<br />

in the Corporate Governance <strong>Report</strong> forming part of this report, as<br />

required under Clause 49 of the listing agreement with the stock<br />

exchanges.<br />

Directors’ Responsibility Statement<br />

In terms of Section 217(2AA) of the Companies Act, 1956 your<br />

directors confirm that:<br />

(a) in the preparation of the annual accounts, the applicable<br />

accounting standards have been followed;<br />

(b)<br />

(c)<br />

(d)<br />

they have selected such accounting policies and applied them<br />

consistently and made judgements and estimates that are<br />

reasonable and prudent so as to give a true and fair view of<br />

the state of affairs of the Company as at December 31, <strong>2009</strong><br />

and of the profit of the Company for that year;<br />

they have taken proper and sufficient care for the maintenance<br />

of adequate accounting records in accordance with the<br />

provisions of the Companies Act, 1956 for safeguarding the<br />

assets of the Company and for preventing and detecting fraud<br />

and other irregularities;<br />

they have prepared the annual accounts on a going concern<br />

basis.<br />

Conservation of Energy, Research and Development,<br />

Technology Absorption, Foreign Exchange Earnings and<br />

Outgo<br />

Information required under section 217(1)(e) of the Companies Act,<br />

1956 read with the Companies (Disclosure of Particulars in the<br />

<strong>Report</strong> of Board of Directors) Rules, 1988 is annexed hereto and<br />

forms part of the report.


Directors’ <strong>Report</strong><br />

15<br />

Auditors<br />

M/s. Deloitte Haskins & Sells, Chartered Accountants, retires at the<br />

conclusion of the ensuing annual general meeting and being eligible,<br />

offer themselves for re-appointment. Members are requested to<br />

appoint the auditors and fix the remuneration payable to them.<br />

Cost Audit<br />

The Board of Directors, in pursuance of an order under section 233B<br />

of the Companies Act, 1956 issued by the Central Government, has<br />

appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai, as<br />

cost auditors to audit the cost accounts maintained by the Company<br />

in respect of Dyes and Intermediates for bulk drugs for the financial<br />

year <strong>2009</strong>.<br />

Acknowledgement<br />

The Board of Directors place on record its sincere appreciation for<br />

the dedicated efforts put in by all employees, their commitment and<br />

contribution ensuring sustained operations that your Company has<br />

achieved in most difficult and challenging environment during the<br />

year. Your directors would like to record their sincere appreciation<br />

for the support and co-operation that your Company received from<br />

all the distributors, suppliers and business associates whom your<br />

Company regards as partners in progress.<br />

The Board of directors also express their appreciation of the<br />

assistance and co-operation extended by the bankers and unstinted<br />

support received from <strong>Clariant</strong> group companies.<br />

Your directors thank the members for their confidence in the<br />

Company.<br />

Mumbai, February 19, 2010<br />

For and on behalf of the Board of Directors<br />

R. A. Shah<br />

Chairman<br />

Annexure to<br />

Directors’ <strong>Report</strong><br />

Information as per section 217(1)(e) read with Companies (Disclosure<br />

of Particulars in the <strong>Report</strong> of Board of Directors) Rules, 1988<br />

and forming part of the Directors' report for the year ended<br />

December 31, <strong>2009</strong>.<br />

FORM-A<br />

Particulars with respect to conservation of energy<br />

A. Power and fuel consumption:<br />

1. Electricity:<br />

a) Purchased:<br />

<strong>2009</strong> 2008<br />

Units (in ‘000 KwH) 49592 51119<br />

Total amount (Rs. Lakhs) 2605 2316<br />

Rate per Unit (Rs.) 5.25 4.53<br />

b) Own Generation:<br />

2. Coal<br />

i) Through diesel generator<br />

Units (in ‘000 KwH) 1650 1138<br />

Units per Litre of diesel oil 3.28 3.19<br />

Cost per Unit (Rs.) 10.58 11.56<br />

ii) Through Steam turbine/ generator Nil Nil<br />

Quantity (MT) 6178 3825<br />

Total cost (Rs. Lakhs) 365 250<br />

Average rate (Rs. per Kg.) 5.90 6.54<br />

3. Furnace Oil (including L.S.H.S.)<br />

Quantity (MT) 3712 2549<br />

Total Cost (Rs. Lakhs) 755 698<br />

Average rate (Rs. per Kg.) 20.40 27.38<br />

4. Other internal generation Nil Nil<br />

5. Agro mass briquettes<br />

Quantity (MT) 8200 14475<br />

Total cost (Rs. Lakhs) 334 537<br />

Average rate (Rs. per Kg.) 4.08 3.71<br />

6. Lignite / Fire wood<br />

Quantity (MT) 2190 3083<br />

Total cost (Rs. Lakhs) 35 48<br />

Average rate (Rs. per Kg.) 1.58 1.54<br />

B. Consumption per unit of production:<br />

The Company manufactures a wide variety of products. The<br />

products before reaching the finished final stage pass through<br />

various operations in the different plants. It is, therefore, not<br />

feasible to furnish the information in respect of consumption<br />

per unit of production.


16 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

FORM-B<br />

Form of disclosure of particulars with respect to Technology<br />

Absorption, Research & Development (R & D).<br />

Research & Development<br />

1. Specific Areas in which R&D carried out by the<br />

Company:<br />

R&D focused on two major aspects i.e. improved products and<br />

cost reduction. In the competitive market of specialty chemicals<br />

and colorants it is very much necessary to develop products<br />

with better application properties and ease of application.<br />

Improved product safety of products, especially for exports,<br />

was another important area in which R & D worked. With the<br />

increasing cost of raw materials, fuel and energies R & D’s<br />

efforts were directed towards optimization of the processes<br />

and operations of pigments, dyes, intermediates, surfactants<br />

and other specialty chemicals from cost reduction point of<br />

view.<br />

2. Benefits derived as a result of the above R & D:<br />

The new as well as improved products created additional<br />

business and also helped to achieve customers’ satisfaction.<br />

Process optimization lead to substantial cost reduction.<br />

Development of eco-friendly processes resulted in lower<br />

quantity of effluent and emission. Introduction of non toxic/non<br />

hazardous products conforming to product safety regulations<br />

resulted in higher and sustainable exports.<br />

3. Future plan of action:<br />

R & D will continue focus on projects leading to further cost<br />

reduction, improved product safety and ecology.<br />

4. Expenditure on R & D:<br />

2. Benefits derived as a result of the above efforts, e.g. product<br />

improvement, cost reduction, product development, import<br />

substitution etc.<br />

Benefits derived from these efforts include process<br />

rationalization, product quality improvement, import<br />

substitution and overall cost reduction.<br />

3. In case of imported technology (imported during the last<br />

5 years reckoned from the beginning of the financial year),<br />

following information may be furnished.<br />

(a) Technology imported : Nil<br />

(b) Year of import : N.A.<br />

(c) Has technology been fully absorbed : N.A.<br />

Foreign Exchange Earnings and Outgo<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

1. Total foreign exchange earned 18064.41 19734.02<br />

2. Total foreign exchange used 23689.50 22923.72<br />

Mumbai, February 19, 2010<br />

For and on behalf of the Board of Directors<br />

R. A. Shah<br />

Chairman<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

(a) Capital 3.36 9.93<br />

(b) Revenue 224.20 323.29<br />

(c) Total 227.56 333.22<br />

(d)<br />

Total R & D Expenditure as<br />

percentage of total turnover 0.25% 0.36 %<br />

Technology absorption, adaptation and innovation:<br />

1. Efforts, in brief, made towards technology absorption,<br />

adaptation and innovation:<br />

The R & D department absorbs the knowledge of chemical<br />

technology from various sources such as know-how from<br />

the parent company and its worldwide affiliates, our own<br />

experimental data bank, published literature etc. and<br />

thereafter adapts the same to the Company's infrastructure.<br />

While adapting technology care has to be taken that it suits<br />

the locally available raw materials and production plants. Also<br />

it is to be ensured that the raw material specifications are not<br />

‘over demanding’ and the raw material cost is affordable. The<br />

new/improved technology is used to effect improvements to<br />

the products and processes as well as for the containment of<br />

pollution.


17<br />

Management Discussion & Analysis<br />

Financial and Operational Performance<br />

The year <strong>2009</strong> began with a very high degree of uncertainty<br />

and volatility in the Indian as well as the global economy. The<br />

sentiments, however, started improving in the later part of the<br />

year with pick up in domestic demand. Despite all the challenges,<br />

recession and downturns in the business all around the world,<br />

your Company was able to sustain its business performance and<br />

registered positive growth in sales and exceptional improvement in<br />

net results. While domestic sales grew by 2.8%, export sales were<br />

lower by 8.3%. Of the total sales revenue of the Company for the<br />

year, 18.6% is contributed by exports. Efficient cost management at<br />

all levels resulted in an impressive growth of 51.5% in profit before<br />

depreciation, interest, exceptional items and tax (PBDIT) and 60.2% in<br />

net profit after tax (PAT) over the previous year. The overall efficiency<br />

has resulted into improvement in PBDIT from 15% to 22.6% and<br />

PAT from 7.4% to 11.7% of sales as compared to the previous year.<br />

These results in the tough macroeconomic environment reflect the<br />

strength of the Company in the market place.<br />

The Company has further consolidated its market leadership in the<br />

highly competitive textile chemicals and leather dyes sectors. It is<br />

constantly improving its market presence in other industry segments<br />

it participates in.<br />

The Company remains a zero debt company with no long-term<br />

borrowings. Short-term borrowings are restricted to the need<br />

based working capital requirements. The Company has created a<br />

benchmark in efficient management of working capital. The year end<br />

ratio of inventory to sales of 8.3%, receivables to sales of 15.7%<br />

and net working capital (NWC) to sales of 7.6% is one of the best<br />

in the specialty chemical industry. Net cash flow from operating<br />

activities during the year was Rs. 17108 lakhs. Funds surplus to the<br />

operational needs have been prudently invested to earn reasonable<br />

returns with a high degree of safety. A sum of Rs. 12125 lakhs<br />

(previous year Rs. 5459 lakhs) stands invested in debt schemes of<br />

mutual funds at the end of the year.<br />

During the year under review, all the plants had smooth operations<br />

and the capacity utilisation was on need-based requirement. The<br />

Company sold its non-core business of flexible laminating adhesives<br />

and entered into a business transfer agreement for sale of its<br />

diketene and intermediate business. Both these businesses during<br />

the year contributed Rs. 8568 lakhs by way of net sales.<br />

Achievement of ISO 9001, ISO 14001 and OHSAS–ISO 18001<br />

certification from SQS (Swiss Association for Quality Management<br />

System) for the Company’s Management Systems and for Environment<br />

Management and Safety in its operations reflects yours Company’s<br />

continuous commitment towards quality, safety and sustainable<br />

environment friendly approach.<br />

Business Segments and Performance<br />

In accordance with the Accounting Standard – 17 notified by the<br />

Companies (Accounting Standards) Rules, 2006, the Company has<br />

reclassified its range of products into two reportable business<br />

segments based on characteristics of products, production processes<br />

and the class of customers.<br />

1. Intermediates and Colours:<br />

The intermediates and colours segment comprises of<br />

pigments, pigment preparations, additives, intermediates and<br />

masterbatches.<br />

<strong>Clariant</strong> offers a wide range of products for optimal colour<br />

and performance solutions. High performance pigments serve<br />

a variety of industries including the automotive, architectural,<br />

cosmetics, packaging and printing trades and the product<br />

portfolio includes pigment preparations, special dyes, flame<br />

retardants, high quality waxes and polymer additives.<br />

The pigments and additives businesses of the Company<br />

deal in pigments, their dispersions and diketene derivatives.<br />

They have a strong presence in organic pigments serving<br />

the needs of the paints, printing-inks, plastics, rubber,<br />

detergents, cosmetics and other industries. Besides being an<br />

important player in diketene chemistry, it has niche products<br />

in the colourant range to meet specific customer needs. The<br />

Company’s manufacturing facilities and state of art technical<br />

service laboratories provide cutting edge technology which<br />

helps in realizing the goals set by <strong>Clariant</strong>, for sustainable<br />

growth of the business. The Company is focusing on the<br />

promotion of lead- and chrome-free pigments and is spreading<br />

the awareness on use of non-halogenated flame retardants.<br />

The pigment and additives businesses of the company, during<br />

the year, had good domestic growth of 6%, however negative<br />

growth of 20% in exports resulted into net growth of -3%<br />

over the previous year.<br />

The <strong>Clariant</strong>’s masterbatches business is a world leader in<br />

providing colour and additive concentrates and performance<br />

solutions for the plastic industry and holds strong positions<br />

in the packaging, consumer goods, automotive and fiber<br />

segments.<br />

The masterbatches business of the Company services the<br />

plastic processing industry covering the product range of colour<br />

concentrates, additive masterbatches and special mixtures of<br />

pigments, additives, dispersing and wetting agents which<br />

have applications in a variety of industrial and consumer<br />

products such as automotive, packaging of pharmaceuticals,<br />

personal care, food & beverage products, packaging<br />

film & sheet, agriculture appliances, electrical connectors,


18 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

wire & cables, medical equipment, household and consumer<br />

products, food services, toys, fibers & filaments, compound<br />

/ MRP and construction etc. <strong>Clariant</strong> is recognized as an<br />

important supplier of specialty and tailor made masterbatches<br />

for the processing of polymers like LDPE, HDPE, HM-HDPE,<br />

PP, PVC, Nylon, PET, PBT and monofilaments, multi-filaments,<br />

staple and nonwoven fibers for technical textile applications.<br />

The masterbatches business, during the year, had an excellent<br />

growth of 36% over the previous year. In order to cater to the<br />

market potential of it’s product range, the Company is in the<br />

process of expanding the capacities and setting up a green<br />

field manufacturing facility in MIDC, Ambernath.<br />

The total sales under this segment of Rs. 39267 lakhs<br />

for the year comprises of pigments and additives of<br />

Rs. 32866 lakhs, masterbatches of Rs. 5318 lakhs and<br />

functional intermediates Rs. 1083 lakhs. The ratio of domestic<br />

sales to export sales was 73:27. The segment contributes<br />

43% to the total sales and registered a negative growth of<br />

2.2% over previous year.<br />

2. Dyes and Specialty Chemicals:<br />

The Segment comprises of specialty chemicals and dyes<br />

for the textile, leather and paper industry and performance<br />

chemicals for personal care and industrial applications.<br />

<strong>Clariant</strong>’s textile, leather and paper chemicals businesses<br />

add value through functionality and aesthetics to the textile,<br />

leather and paper industries and provide solutions to meet<br />

customers’ needs across the entire production chain in the<br />

user industry.<br />

The Textile business serves textile producers as well as<br />

retailers and brand owners with products and services for<br />

pre-treatment, sizing, fibre finishing, dyeing and printing to<br />

finishing. <strong>Clariant</strong>’s expertise in dyes and specialty chemicals<br />

makes the Company a perfect partner in every step of the<br />

textile process chain from fiber to finish. <strong>Clariant</strong>’s global<br />

service Archroma® provides a solution to manage colour<br />

standards along the whole textile chain and significantly<br />

accelerates time to market. The Company is the market leader<br />

in the segment of textile chemicals.<br />

The Leather business develops and serves the market needs of<br />

dyes and chemicals to process, treat and colour leathers and to<br />

create specific effects and fulfil the performance requirements<br />

of specific leather products. Market leadership in India in the<br />

leather business is fortified with a comprehensive range of<br />

dyes and wet end chemicals that cater to the retanning,<br />

dyeing and finishing of all types of leather.<br />

<strong>Clariant</strong> is the market leader in colourants and optical<br />

brighteners for paper and it’s specialty chemicals provide<br />

solutions, e.g. improve the strength of recycled paper. The<br />

Company has established itself as one of the preferred<br />

suppliers of dyes, optical brightening agents, surface and<br />

process chemicals for the domestic paper industry.<br />

During the year, the businesses of textile, leather and paper<br />

had overall growth of 5% driven mainly by export growth of<br />

100% over the previous year.<br />

<strong>Clariant</strong>’s product portfolio based on surfactants, polymers<br />

and active ingredients provide products and solutions for the<br />

oil and gas industry and key ingredients for the home care and<br />

cosmetic sector. A wide variety of global industries, such as<br />

detergent, cosmetics, oil, gas, construction, agriculture, metal<br />

working, mining, paint and aviation sectors use high-tech<br />

functional chemicals in their products. <strong>Clariant</strong> is a dominant<br />

player in the lubricant segment supplying brake fluids, engine<br />

coolants and specialty additives and is a preferred supplier<br />

of specialty ingredients for skin and hair care, wet wipes and<br />

selected pharmaceutical applications in the personal care<br />

segment. The Company is a leading supplier of biocides to the<br />

coating and construction industries and a solution provider for<br />

solvent recovery systems.<br />

Given the product range, the strong brand image created by<br />

the parent company coupled with capabilities of providing<br />

technical services in product development and application<br />

process, the Company is well positioned in this business<br />

segment.<br />

The total sales under this segment of Rs. 52867 lakhs for<br />

the year comprises of Rs. 46352 lakhs (87.7%) from domestic<br />

and Rs. 6515 lakhs (12.3%) from export sales. The Dyes and<br />

Specialty Chemicals segment has contributed 57% of total<br />

sales revenue for the year registering a growth of 2.7% over<br />

previous year.<br />

The segment wise financial performance of the Company is<br />

summarised below:<br />

(Rs. Lakhs)<br />

Segments <strong>2009</strong><br />

% to Total<br />

Sales 2008<br />

% to Total<br />

Sales<br />

Intermediates & Colours 39267 43% 40169 44%<br />

Dyes & Specialty Chemicals 52867 57% 51470 56%<br />

Total 92134 100% 91639 100%<br />

Internal Control Systems<br />

The Company has a comprehensive system of internal controls to<br />

safeguard the Company’s assets against loss from unauthorized use<br />

and ensure proper authorization of financial transactions. The system<br />

is designed to provide a high degree of assurance regarding the<br />

effectiveness and efficiency of operations, the reliability of financial<br />

controls and compliance with applicable laws and regulations. The<br />

organization is well structured and the policy guidelines are well<br />

documented with pre-defined authority where monetary decision is<br />

involved. Structured management information and reporting systems<br />

together with an exhaustive budgetary control process for all major<br />

operational activities form part of the overall control mechanism<br />

to ensure that requisite information related to all operations are<br />

reported and are available for control and review.<br />

The Company has established a well laid out policy to maintain<br />

the highest standards of environment, safety and health while<br />

maintaining operational integrity. This policy is strictly adhered to<br />

as per <strong>Clariant</strong> guidelines at all manufacturing sites.


Management Discussion & Analysis<br />

19<br />

The Company, with a view to encourage independent approach, has<br />

outsourced the function of internal auditors to qualified professionals,<br />

who conduct operational and system audits in accordance with an<br />

audit plan adopted by the audit committee. Internal auditors as<br />

part of their assignment, evaluate and assess the adequacy and<br />

effectiveness of internal control measures and the compliance with<br />

policies, plans and statutory requirements. The internal audit reports<br />

are reviewed at audit committee meetings and appropriate action on<br />

the recommendations is initiated by the management.<br />

Human Resources<br />

Human resources continue to be an invaluable and intangible asset<br />

and key success factor for the Company to grow and sustain it’s<br />

market position in a highly competitive and challenging environment.<br />

<strong>Clariant</strong> firmly believes that people are the pivotal force behind<br />

the growth and excellence in business operations. The overall<br />

performance and the market position, the Company enjoys are the<br />

result of the aggregate strength of it’s people.<br />

The Company during the year, paid special attention to developmental<br />

activities comprising of sharpening of skills and abilities, developing<br />

academic and professional knowledge and cultivating appropriate<br />

behavioral skill sets, such as improving interpersonal relations,<br />

team building abilities, effective communication and presentation<br />

skills. Focus on developing leadership skills and building talent for<br />

the future and the process of improving organizational and human<br />

capability through competency mapping of managerial positions in all<br />

areas of the company’s operations, continued as a major initiative.<br />

The Company has put great emphasis on the project “<strong>Clariant</strong><br />

Excellence” and has trained 4 black belts and 21 green belts in the<br />

Lean Six Sigma process to identify further opportunities of cost<br />

savings and process improvements.<br />

The Company is committed to provide the right environment to<br />

it’s employees to work and to inculcate a sense of ownership and<br />

pride.<br />

Cordial relations built on the strength of mutual trust and faith<br />

in each other, prevailing at all locations, helped the Company in<br />

downsizing the work force, earlier engaged in operations, which<br />

are discontinued at Cuddalore in Tamilnadu and Balkum in Thane.<br />

The voluntary retirement scheme, offering one of the best packages<br />

prevalent in the industry, announced by the Company was well<br />

responded to and a sum of Rs. 2810 lakhs were paid during the year<br />

to 161 employees at all levels in the organisation. The total number<br />

of employees on the rolls of the Company as at December 31, <strong>2009</strong><br />

was 945 against 1,172 on December 31, 2008.<br />

Industry Structure and Development<br />

The Indian chemicals and petrochemicals industry is worth about<br />

US$ 78 billion. The industry with investments worth US$ 60 billion,<br />

contributes 3% to India’s GDP and 14% to total exports, employs<br />

around 1 million is the largest in Asia and 12th in the world. Till the<br />

recent slowdown, the industry was growing at 6%-10% per year,<br />

as against the global average of 3%-4%. The industry exports more<br />

than 50% of its production and thus is deeply connected to the global<br />

economy. However, India’s share in global exports and imports is<br />

less than 2%. The industry had an export growth rate of 27%, which<br />

has come down to 16%, as a result of the global economic crisis.<br />

Half of the chemical market is currently occupied by basic chemicals<br />

such as petrochemicals and fertilizers. The rest comprises evenly<br />

of specialty chemicals such as paints, dyestuffs and intermediates<br />

and knowledge chemicals such as pharmaceuticals, bio chemicals<br />

and agro chemicals. The growth rate of basic chemicals is 7-8% but<br />

that of specialty and knowledge chemicals is 13-15% and a great<br />

expectation is placed on its future growth.<br />

India has achieved considerable progress in the production of basic<br />

organic and inorganic chemicals, pesticides, paints, dyestuffs and<br />

intermediates, petrochemicals, fine and specialty chemicals and<br />

toiletry products. With the slash in tariffs, the Indian chemical<br />

industry with well-built systems and segment focused operations is<br />

likely to benefit further. It is not only the country’s oldest industry,<br />

but contributes to India’s growing economy in a phenomenal way.<br />

The industry is highly diversified and serves the basic needs of<br />

many different industry verticals like natural gas, water, oil, metals,<br />

minerals, air, oil, etc and all these verticals eventually bring into the<br />

marketplace an array of products. The companies manufacturing high<br />

value chemicals and compliant with industrial quality standards, are<br />

capable of making their mark not just in India but in the overseas<br />

markets as well.<br />

Indian dyes are in demand world over. Pigments and Dyes are<br />

primarily used in paints, inks, textiles, leather, paper, foodstuffs and<br />

polymers. The textile industry accounts for the largest consumption<br />

of dyestuffs. India has emerged as a global supplier of dyestuffs and<br />

dye intermediates, particularly for reactive, acid, vat and direct dyes<br />

approximately 6% of the world production. The total market of paint<br />

and dyes is about US$ 1 billion with a growth rate of about 10%.<br />

The dyestuff market is highly fragmented with high concentration<br />

in Maharashtra and Gujarat. There are about 25 large and medium<br />

players, which cover 50% market share, while 2000 other organized<br />

players contribute the balance 50%. The per capita consumption of<br />

dyestuff is very low in India (400 gms) as compared to the developed<br />

countries (15 kgs). The plastics & polymer segment is growing steadily<br />

with a very high potential of domestic consumption. It remains one<br />

of the fastest growing markets in the recent past. Many overseas<br />

plastic processors have started investing in India for exports as<br />

well as for domestic consumption. However, the capacities of these<br />

plants remain small.<br />

The Indian textile industry size is estimated to expand significantly<br />

from the present US$ 50 billion and it accounts for around 4% of<br />

the Gross Domestic Products (GDP), 14% of Industrial production and<br />

over 13% of the country’s total export earnings. The textile industry<br />

is capital intensive and in recent years it has invested significantly<br />

on capital assets by acquiring sophisticated new machinery. This<br />

has gone a long way towards upgrading products to international<br />

standards and massive investment is expected further. All this has<br />

enabled the industry to entrench itself firmly and make an entry<br />

into the society of top fashion, formal and leisurewear garments.<br />

India is emerging as a one stop shop for all textiles and clothing<br />

requirements. <strong>Clariant</strong> is a market leader in textile chemicals and<br />

has a significant presence in all segments of the industry including<br />

technical textiles.


20 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

World trade in leather is estimated at about US$ 150 billion and<br />

India’s share is US$ 3.5 billion despite having the advantage of a<br />

large labour force and a wide raw material base. Dwindling exports<br />

in the wake of the global demand slump and stiff competition from<br />

countries like China and Vietnam have resulted into a fall in leather<br />

exports by 17% in dollar terms and 8% in Rupee terms during the<br />

nine months ended December 31, <strong>2009</strong> when compared with the<br />

same period a year ago and the industry expects that the exports<br />

during <strong>2009</strong>-10 will show a decline of about 10-15%. Contrary to the<br />

dismal show by the Indian leather industry, the Company has done<br />

extremely well with a strong growth in exports led by <strong>Clariant</strong> Group<br />

demand. The Company has a wide product range for leather dyeing<br />

and finishing chemicals to cater to the market needs for a variety of<br />

products and is the market leader in wet end chemicals.<br />

The Rs. 16000 crore Indian paper industry is currently investing on<br />

capacity expansion, pollution control measures and environmental<br />

management plans. The total paper demand in the country according<br />

to industry estimates is about 94 lakh tonnes a year with packaging<br />

contributing to about 24% and newsprint 20%. <strong>Clariant</strong>’s paper<br />

business offers a wide range of high performance products for<br />

improving whiteness, strength, strong and bright shades with<br />

excellent printability.<br />

The Indian paint industry has seen remarkable changes during the<br />

last decade. In this period, almost every major multinational has<br />

established or entrenched their presence, incumbents have built<br />

on their market position and the industry has become far more<br />

sophisticated in terms of the products it manufactures, the way it<br />

sells to customers and the range of technologies it uses. Overall<br />

paint demand in India has grown 1.5 times the GDP growth, though<br />

some segments have done better. The Company has positioned<br />

itself as preferred supplier of pigments, additives and intermediates<br />

to major paint, coatings and ink manufacturing companies in the<br />

country.<br />

The personal care sector in India is set for a lot of action by way<br />

of expansion in capacity, fast replacement of product portfolio and<br />

investment in research and development projects to sustain its<br />

growth momentum in the Rs. 9500 crore personal care businesses.<br />

<strong>Clariant</strong> with its strong global presence is looking forward for<br />

improving its position in this segment.<br />

The Company has diversified product ranges catering to the needs<br />

of variety of user industries and these are classified into two broad<br />

business segments of Intermediates and Colours and Dyes and<br />

Specialty Chemicals. Details on these segments are described in<br />

this report under ‘Segment wise performance’.<br />

Outlook<br />

In spite of deceleration from 9% GDP growth to about 7% GDP<br />

growth in <strong>2009</strong>-10, India remains the second largest growing<br />

economy in the world. The index of industrial production has surged<br />

by an incredible 16.8% in December <strong>2009</strong> against a contraction of<br />

0.2% a year ago. For the period April-December <strong>2009</strong>, the average<br />

industrial growth rate worked out to 8.6%, much better than the<br />

growth of 3.6% during the same period in 2008. Based on the growth<br />

rate of the broad industry groups, the trend during the current year<br />

is encouraging.<br />

The Indian chemical industry is on a high growth trajectory and<br />

through a series of efforts, expected to achieve USD 100 billion<br />

in the upcoming years. The industry today is into manufacturing<br />

of a wide range of goods including fine and specialty chemicals,<br />

drugs and pharmaceuticals, dyes and pigments, agrochemicals<br />

and fertilizers, pesticides, plastics and petrochemicals etc. and its<br />

contribution to the Indian manufacturing sector is about 18%. The<br />

positive factor for the Indian chemical industry is the demand for its<br />

products that is largely driven by the domestic market. Considering<br />

the very low per capita consumption ratio, it has great potential for<br />

fast growth and with its inherent strengths of low cost and highly<br />

qualified workforce, it is expected to play the role of an export base<br />

to Europe and Middle East. However, the industry is yet to make<br />

its presence felt in a significant way in the international markets<br />

and factors like global recession and financial crises had significant<br />

impact on the manufacturing and export sector of the industry.<br />

Although <strong>2009</strong> has seen enough challenges, recession and<br />

downturns, the Company has withstood all such pressures and<br />

strongly positioned itself to meet the challenges of the future. While<br />

some of the effects of the global economic scenario still persist, 2010<br />

promises to be much better to forge ahead. Considering the strong<br />

presence in different market segments, it’s technological ability<br />

to provide solutions to user industries, rapid response in adapting<br />

to change in fashion and preference of people, global affiliation<br />

and brand image of <strong>Clariant</strong> world-wide, the future outlook of the<br />

Company’s business is positive and sustainable growth is expected<br />

in coming years.<br />

Opportunities and Threats<br />

The overall performance of the Indian chemical industry even<br />

when the world is reeling under financial and economic recession<br />

is satisfactory given the performance in the domestic markets.<br />

Global recession is a reminder call for domestic industries to upgrade<br />

the quality of products, technical services, cost competitiveness<br />

and processing efficiencies, etc. Although small in size, the Indian<br />

chemical industry is a net exporter. Per capita consumption in<br />

each of its industry segment is very low and is about 1/10th<br />

of world average, thus hold strong potential to grow in domestic<br />

markets.<br />

To counter the negative fallout of the global slowdown on the Indian<br />

economy, the Government responded by providing a substantial fiscal<br />

expansion in the form of tax relief to boost demand and increased<br />

expenditure on public projects. In view of good performance by<br />

industries, financial stimulus if rolled back, could affect domestic<br />

demand in certain sectors for a temporary period.<br />

The Business environment for the chemical industry globally has<br />

been changing very fast and if the Indian chemical businesses have<br />

to hold against competition they have to change and adopt their<br />

strategies, methodology of working and organisational structure.<br />

China is becoming the biggest threat to the Indian chemical industry<br />

with their excess capacity and controlled exchange rate of Yuan,<br />

making Indian products uncompetitive.<br />

The area of challenge and concerns which the Indian chemical industry<br />

will need to face are non-tariff barriers, by way of international<br />

treaties, which at times appear well and innocuous but have been


Management Discussion & Analysis<br />

21<br />

used against the Indian chemical industry in the past and will have<br />

to be reckoned with, as our industry makes inroads into global trade<br />

in chemicals so far dominated by developed nations. A plethora of<br />

taxes, levies and duties charged while transacting business within<br />

and across states, often exceeds the duty barrier that exporters to<br />

the Indian market face. The high cost of internal transactions needs<br />

to be appropriately addressed so as to provide Indian manufacturers<br />

a level playing field. India still has a problem of infrastructure like<br />

insufficient power supply and underdeveloped road network.<br />

Highly developed technology, in-depth research capabilities,<br />

backward and forward linkages, development of domestic capacity<br />

to decrease the dependence on imports are some of the crucial<br />

factors that need to be taken into consideration. Nowadays, safety,<br />

health and environment protection issues have become the majortalking<br />

point in almost all industries and even in the Indian chemical<br />

industry too. The Indian chemical manufacturers are addressing the<br />

issue on a war-footing.<br />

Government’s initiative to promote six Petroleum, Chemicals and<br />

Petrochemical Investment Regions (PCPIR) is hoped to change<br />

the fortunes for the Indian Chemical industry. Despite the difficult<br />

time, the dyestuff and specialty chemicals industry holds a lot of<br />

promise for India. The industry is a potential powerhouse benefiting<br />

from comparative low labour costs, an excellent army of technical<br />

manpower, capabilities for research and development facilities,<br />

a huge and fast developing domestic market and the potential to<br />

increase it’s share in global markets.<br />

A diversified product range, proactive preparedness in adjusting to<br />

demand and supply levels and aggressive customer support services<br />

have provided a cushion to the Company to withstand the pressure<br />

of global meltdown and downturn in the industry. With strong<br />

technology support from the parent company, state of art product<br />

development facilities, a world class product safety laboratory<br />

with excellent product testing facilities and continuous emphasis<br />

on cost management, the Company is well prepared to exploit the<br />

opportunities both in the domestic and global markets to improve<br />

it’s presence. The Company has placed continuous emphasis on cost<br />

management.<br />

Risks and Concerns<br />

<strong>Clariant</strong>’s approach to Risk Management is designed to clarify risk<br />

levels and encourage entrepreneurial behavior throughout the Group.<br />

The Company’s risk management policy is in line with <strong>Clariant</strong>’s global<br />

guidelines on risk management and adequate measures have been<br />

adopted by the Company to combat various risks including business<br />

risks (competition, consumer preferences, technology changes),<br />

financial risks (cost, credit, liquidity, foreign exchange) hazard risks<br />

(environment, safety and health), operational risks (system, process,<br />

people) and regulatory and compliance risks.<br />

The Company has adopted a focused approach towards risk<br />

management in the form of a corporate insurance program which<br />

has the goal of optimizing the financing of insurable risks by using<br />

a combination of risk retention and risk transfer techniques. The<br />

program covers any risks relating to business interruption resulting<br />

from property damage and legal liability resulting from operations<br />

and personal injury.<br />

The Company has in place a responsive system to assess the<br />

capabilities of all its vendors and distributors before being selected<br />

and their performance is periodically reviewed for managing risks,<br />

if any. The Company’s approach in providing solutions and servicing<br />

it’s customers for over five decades, it’s attitude towards the vendors<br />

and customers to consider them as it’s partners in progress provide<br />

the Company requisite comforts to mitigate risks arising out of<br />

competition and loyalty. The Company has put in place a system<br />

driven credit control procedure and proactive approach to prepare<br />

a liquidity planner and a constant review thereof to ensure that at<br />

any given point of time there is adequate cover available to meet<br />

its liabilities.<br />

<strong>Clariant</strong> as a group is proactively committed to taking into<br />

consideration environment protection and safety in all our activities.<br />

Risk associated with protection of environment, safety of operations<br />

and health of people at work is monitored regularly with reference to<br />

statutory regulations prescribed by the government authorities and<br />

guidelines defined by <strong>Clariant</strong>. The Company does not merely fulfill<br />

the legal requirements concerning emission, waste water and waste<br />

disposal, but actually works to even stricter self imposed standards.<br />

The Company has created a benchmark of completing the internal<br />

landmark of 50 lakhs man-hours of accident free working between<br />

November 2007 and January 2010.<br />

The Company’s business critical software is operated on a server with<br />

regular maintenance and back-up of data. The global communication<br />

network is managed centrally and is equipped to deal with failures<br />

and breakdowns. Updated tools are regularly loaded to ensure a<br />

virus free environment.<br />

The Company operates within the letter and spirit of all applicable<br />

laws. The Company has put in place a system driven legal compliance<br />

manual and certification process that ensures compliance of<br />

regulatory provisions and the same is periodically reviewed to<br />

avoid any deviations and regularly updated to keep pace with the<br />

regulatory changes. The <strong>Clariant</strong> code of conduct covers responsible<br />

behavior, protecting the reputation of the company and reducing<br />

risks for our shareholders.<br />

Cautionary Statement<br />

Certain statements under “Management Discussion & Analysis”<br />

describing the Company’s objectives, projections, estimates,<br />

expectations or predictions may be forward looking statement<br />

within the meaning of applicable securities laws and regulations.<br />

Although the expectations are based on reasonable assumptions,<br />

the actual results could materially differ from those expressed or<br />

implied, since the Company’s operations are influenced by many<br />

external and internal factors beyond the control of the Company.<br />

The Company assumes no responsibility to publicly amend,<br />

modify or revise any forward looking statements, on the basis of<br />

any subsequent developments, information or events


22 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

<strong>Report</strong> on Corporate Governance<br />

Company’s philosophy<br />

<strong>Clariant</strong> Chemicals (India) Ltd., part of the <strong>Clariant</strong> Group, committed<br />

to the highest standards of Corporate Governance, has over the years<br />

practised good corporate governance and is committed to create<br />

value to all its shareholders. The Company is driven by its core<br />

values, viz. ethical practices, concern for people at work, delight of<br />

customers and striving to meet the stakeholders’ expectations and<br />

societal aspirations.<br />

The Company believes that governance should be functioning<br />

beyond compliances, adherence to regulatory frame work, financial<br />

prudence and should create fair and transparent processes and<br />

reporting systems. The focused approach, professionalism of Board<br />

and fair and transparent processes have led your Company to new<br />

heights. Corporate Governance has been strengthened by formulating<br />

and adopting Code of Conduct for directors and senior members of<br />

management. The Company makes best efforts to use best-in-class<br />

technology, focus on providing solution and service to its customers<br />

thereby creating value chain, promote highest levels of safety in its<br />

operations, maintain better health of its employees, provide a clean<br />

environment for sustainable development and meet the objectives of<br />

shareholders by providing them fair returns and value.<br />

1. Group Structure:<br />

Your Company is an affiliate of <strong>Clariant</strong> AG, Switzerland, a global<br />

leader in the field of specialty chemicals represented on five continents<br />

with over 100 group companies and headquartered in Muttenz<br />

near Basel. In accordance with the Group‘s business structure, the<br />

Company operates in four business divisions viz. TLP (Textile, Leather<br />

& Paper), P&A (Pigments and Additives), Functional Chemicals and<br />

Masterbatches and these are classified in two business segments<br />

Intermediates & Colours and Dyes & Specialty Chemicals.<br />

2. Board of Directors<br />

2.1 Composition and the Changes:<br />

The Company as on December 31, <strong>2009</strong> had seven Directors<br />

comprising of six non-executive Directors including<br />

Chairman. The day to day management of the Company<br />

is conducted by Vice-Chairman and Managing Director<br />

subject to supervision and control of the Board of<br />

Directors. The independent Directors take active part in the<br />

Board and Committee Meetings, which adds value<br />

in the decision making process of the Board of<br />

Directors.<br />

Mr. Heiner Meier led the team of management as Vice-<br />

Chairman & Managing Director for the year. However, upon<br />

termination of his agreement, Mr. Peter M. Palm is appointed<br />

as the Vice-Chairman and Managing Director in his place with<br />

effect from January 1, 2010. Mr. Dominik Strebel resigned<br />

during the year and Mr. Walter Kindler was appointed in<br />

the casual vacancy caused by his resignation. However,<br />

Mr. Kindler resigned as Director as of December 31, <strong>2009</strong><br />

and Mr. Henri Schloemer is appointed as Additional Director<br />

effective from January 1, 2010. Mr. Peter Lindner resigned<br />

as of December 31, <strong>2009</strong> and Mr. Heiner Meier is appointed<br />

with effect from January 1, 2010, in the casual vacancy<br />

caused by resignation of Mr. Lindner.<br />

The composition and category of the Board of Directors as<br />

at December 31, <strong>2009</strong>, the number of other directorships/<br />

committee memberships held by them and also the<br />

attendance of the Directors at the Board meetings of the<br />

Company is as under:<br />

No. of other Directorships and Committee memberships/<br />

Particulars of Attendance<br />

Chairmanships in Indian Public Companies#<br />

Name of the Director Category<br />

Number of Board meetings Last AGM held Other Directorships* as Committee Committee<br />

Held Attended on April 29, <strong>2009</strong> on December 31, <strong>2009</strong> Memberships Chairmanships<br />

Mr. R. A. Shah<br />

Non-Executive<br />

6 6 Attended 14 10 5<br />

DIN 00009851<br />

Independent<br />

Mr. H. Meier<br />

Executive 6 6 Attended None 1 None<br />

DIN 00726512<br />

Mr. P. Lindner<br />

Non-Executive 6 1 Attended None None None<br />

DIN 01417833<br />

Dr. A. Walde<br />

Non-Executive 6 0 Not Attended None None None<br />

DIN 01417867<br />

Mr. B. S. Mehta<br />

Non-Executive<br />

6 6 Attended 14 10 5<br />

DIN 00035019<br />

Independent<br />

Diwan A. Nanda<br />

Non-Executive<br />

6 4 Attended 5 3 1<br />

DIN 00034744<br />

Independent<br />

Mr. Dominik Strebel Non-Executive 1 0 NA None None None<br />

DIN 01859786<br />

Mr. Walter Kindler Non-Executive 5 1 Attended None None None<br />

DIN 02511867<br />

* This excludes alternate directorships/directorships in private limited companies, foreign companies and companies governed by Section 25 of the Companies Act, 1956 wherever applicable.<br />

# It excludes committees other than Audit Committee, Shareholders/Investor Grievance Committee and companies other than public limited company but includes committee membership/ chairmanship<br />

in <strong>Clariant</strong> Chemicals (India) Ltd.


<strong>Report</strong> on Corporate Governance<br />

23<br />

2.2 Profile of Members of the Board of Directors being<br />

appointed/re-appointed:<br />

Mr. Peter Palm<br />

Mr. Peter Palm a German national has done his Certificate<br />

of Business Administration from Chamber of Commerce<br />

Frankfurt Am Main awarded in 1970 and completed<br />

management training in UK, Switzerland and other countries.<br />

Before joining the Company as Vice-Chairman and Managing<br />

Director he had international postings in India, Afghanistan,<br />

Sri Lanka, Saudi Arabia, Nigeria, South Africa and since<br />

the year 2005 he was Country President of <strong>Clariant</strong> UK &<br />

Ireland.<br />

Diwan A. Nanda<br />

Diwan A. Nanda, a gold medalist from the Indian<br />

Institute of Management, Ahmedabad has over 40 years<br />

of vast experience in marketing & advertising and has<br />

held various positions in academics and advertising.<br />

He started his career in marketing in Hindustan Lever<br />

Limited and later founded ‘Rediffusion’ an advertising<br />

agency in 1973 and is on the board of Rediff.com India Ltd.<br />

and Eveready Industries (India) Ltd. He is the recipient of<br />

AAAI Premnarayan award for outstanding contribution to<br />

advertising in India in 2002.<br />

Dr. Henri Schloemer<br />

Dr. Henri Schloemer, a German national, received his<br />

doctorate degree in Business Administration from the<br />

German University of Bochum. He joined <strong>Clariant</strong> 1998<br />

and later became CFO for <strong>Clariant</strong>’s German operations. In<br />

2007 he was appointed as Managing Director of <strong>Clariant</strong><br />

Germany and later in <strong>2009</strong> became Head of the Corporate<br />

Affairs department at <strong>Clariant</strong>’s headquarters in Muttenz,<br />

Switzerland, responsible for strategy, mergers & acquisitions<br />

and worldwide regions for <strong>Clariant</strong>.<br />

2.3 Board Meetings and Agenda:<br />

In compliance with the provisions of clause 49 of the<br />

listing agreement, the Board meets at least once in every<br />

quarter to review the performance and to deliberate and<br />

consider other items on the agenda. Six meetings were<br />

held during the year on February 20, <strong>2009</strong>, April 29, <strong>2009</strong>,<br />

May 14, <strong>2009</strong>, July 24, <strong>2009</strong>, October 29, <strong>2009</strong> and<br />

December 14, <strong>2009</strong>.<br />

The agenda of the Board of Directors’ Meeting interalia<br />

includes the following:<br />

• <strong>Annual</strong> revenue and capital investment budgets;<br />

• The unaudited quarterly, half-yearly financial results<br />

and the audited annual accounts of the Company,<br />

both consolidated and on a standalone basis<br />

including segment wise revenue, results and capital<br />

employed;<br />

• Declaration of dividend;<br />

• Sale of material nature, of investments, assets,<br />

business, which is not in normal course of<br />

business;<br />

• Investment in capital projects of material nature;<br />

• The minutes of the Board meetings of subsidiary<br />

company;<br />

• Minutes of the meetings of Board, Audit and<br />

Investors’ grievance committees, as also the<br />

resolutions passed by circulation;<br />

• Internal audit reports and the status on<br />

implementation of suggestions;<br />

• Cost audit and secretarial audit reports;<br />

• Proposals for joint venture, collaboration, merger &<br />

acquisition, if any;<br />

• Making of loans or investment of surplus funds;<br />

• Appointment of statutory auditors, cost auditors &<br />

internal auditors;<br />

• Appointment of key management positions below<br />

the Board level;<br />

• Issues relating to shareholders – such as ratification<br />

of transfers, demat status, pending grievances,<br />

issue of duplicate share certificates, etc.;<br />

• Materially important show cause, demand,<br />

prosecution and penalty notices;<br />

• Fatal or serious accidents, dangerous occurrences,<br />

any material effluent or pollution problems;<br />

• Defaults in payment of statutory dues, if any;<br />

• Review of Foreign exchange exposure and exchange<br />

rate movement, if material;<br />

• Contracts in which Director(s) are deemed to be<br />

interested;<br />

• Matters requiring statutory/Board approvals;<br />

• Review of related party transactions;<br />

• Status on compliance of regulatory/statutory and<br />

listing requirements;<br />

• Issue/revocation of Power of Attorney;<br />

• Commission payable to Directors;<br />

• General notices of interest of Directors;<br />

• Appointment of Managing and other Directors.<br />

3. Board Committees:<br />

The Board has constituted two committees viz., Audit<br />

committee and Investor Grievance Committee. The roles and<br />

responsibilities assigned to these committees covered under<br />

the terms of reference approved by the Board are subject to<br />

review by the Board from time to time and the minutes of<br />

the meetings of these committees are reviewed and taken<br />

note by the Board. The details as to the composition, terms<br />

of reference, number of meetings and related attendance<br />

etc. of these committees are provided below.


24 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

3.1 Audit committee:<br />

3.1.1 Composition:<br />

Mr. R. A. Shah, Diwan A. Nanda and Mr. H. Schloemer are<br />

the members of the Audit Committee after January 1, 2010.<br />

Mr. Dominik Strebel was member of the Audit Committee<br />

till February 20, <strong>2009</strong> and consequent upon his resignation<br />

Mr. Walter Kindler was inducted as member of Audit<br />

Committee till December 31, <strong>2009</strong>. Mr. R. A. Shah chairs<br />

the committee. The statutory auditors, internal auditors and<br />

cost auditors are also invited to attend the audit committee<br />

meetings from time to time. The composition of the Audit<br />

committee meets the requirements of Section 292A of<br />

the Companies Act, 1956 and Clause 49 of the Listing<br />

Agreement.<br />

Mr. H. Meier, the then Vice-Chairman & Managing Director<br />

attended the Audit Committee meetings as special invitee.<br />

Mr. B. L. Gaggar, Director Finance & Company Secretary<br />

represents the finance function and also acts as Secretary<br />

to the committee. All major variances affecting the<br />

performance of the Company are discussed and explained.<br />

During the year four meetings of the Audit Committee were<br />

held on February 20, <strong>2009</strong>, April 29, <strong>2009</strong>, July 24, <strong>2009</strong> and<br />

October 29, <strong>2009</strong>.<br />

Attendance at Audit Committee meetings:<br />

Name of Director Category Status Number of Meetings<br />

Held<br />

Attended<br />

Mr. R. A. Shah Independent Chairman 4 4<br />

Diwan A. Nanda Independent Member 4 4<br />

Mr. Dominik Strebel<br />

(Up to February 20, <strong>2009</strong>)<br />

Mr. W. Kindler<br />

(from February 20, <strong>2009</strong>)<br />

Non-Independent Member 1 0<br />

Non-Independent Member 3 1<br />

3.1.2 Scope of Audit Committee:<br />

The Audit Committee assists the Board in fulfilling<br />

its obligations relating to corporate accounting and<br />

reporting practices, financial and accounting controls and<br />

presentation of financial statements and thus provides<br />

effective supervision of the financial reporting process. The<br />

committee also reviews the appointment, independence<br />

and performance of statutory auditors, the performance of<br />

internal auditors and the Company’s internal control and<br />

risk management policies. The terms of reference of the<br />

audit committee are in accordance with clause 49(II) (D) of<br />

the listing agreement entered into with the relevant stock<br />

exchanges and include:<br />

(i)<br />

Overseeing the Company’s financial reporting<br />

process and the disclosure of its information to<br />

ensure that the financial statements are correct,<br />

sufficient and credible;<br />

(ii)<br />

(iii)<br />

Recommending to the Board, the appointment, reappointment<br />

and, if required, the replacement or<br />

removal of statutory auditors and fixation of fee for<br />

audit and other services;<br />

Reviewing with the management, the annual<br />

financial statements before submission to the Board<br />

for approval.<br />

The Audit Committee is empowered to exercise<br />

its rights under clause 49(II)(C) and also reviews<br />

various information prescribed under clause 49(II)(E)<br />

of the listing agreement entered into with the<br />

relevant Stock Exchanges.<br />

3.2 Remuneration Committee:<br />

The Company has not constituted a remuneration Committee<br />

as compensation/remuneration payable to the directors are<br />

approved by the shareholders in the general meeting.<br />

The Company has no pecuniary relationship or transaction<br />

with its Non-executive directors other than payment of<br />

commission, which has been approved by the shareholders<br />

and payment of dividend on equity shares, if any, held by<br />

directors in the Company. The Company has been seeking<br />

legal consultations from M/s. Crawford Bayley & Co.,<br />

Advocates & Solicitors on various matters and a sum of<br />

Rs. 33,06,705 (Previous year Rs. 3,65,363) has been paid as<br />

professional fees to the said firm during the year ended at<br />

December 31, <strong>2009</strong>. Mr. R. A. Shah, who is the Chairman<br />

of the Company, is the senior partner of the said firm.<br />

The aforesaid professional fee is not considered material<br />

enough that may have potential conflict with the interest<br />

of the Company and to impinge on the independence of<br />

Mr. Shah.<br />

The details of remuneration paid to Directors for the year<br />

ended December 31, <strong>2009</strong> is as follows:<br />

Rupees (in Lakhs)<br />

Name of Director<br />

Sitting<br />

fees<br />

Salary,<br />

Perquisites,<br />

Contribution<br />

to Provident<br />

Fund<br />

Compensation<br />

for loss<br />

of office<br />

Commission<br />

Total<br />

Mr. R. A. Shah 0.50 – – 4.00 4.50<br />

Mr. H. Meier – 149.51 40.83 26.75 217.09<br />

Mr. B. S. Mehta 0.45 – – 3.00 3.45<br />

Diwan A. Nanda 0.50 – – 3.00 3.50<br />

The Company has no scheme for grant of stock options to<br />

the Directors.<br />

3.3 Investors’ Grievance Committee:<br />

The Investor’s Grievance Committee, during the year,<br />

comprised of Diwan A. Nanda non-executive independent<br />

director as Chairman and Mr. H. Meier Vice-Chairman<br />

& Managing Director as a member. Consequent upon<br />

the termination of agreement with Mr. H. Meier,


<strong>Report</strong> on Corporate Governance<br />

25<br />

Mr. Peter Palm replaces as member of the committee<br />

effective from January 1, 2010.The committee, inter alia,<br />

approves issue of duplicate share certificates and oversees<br />

and reviews all matters connected with transfer of shares<br />

of the Company. The committee also looks into redressal<br />

of shareholders’ complaints related to transfer of shares,<br />

non receipt of annual report and dividend warrant etc. The<br />

committee monitors implementation and compliance of<br />

the Company’s Code of Conduct for prohibition of insider<br />

trading in pursuance of SEBI (Prohibition of Insider Trading)<br />

Regulations, 1992. The committee met twice on April 29,<br />

<strong>2009</strong> and October 29, <strong>2009</strong> during the year and these were<br />

attended by both the members.<br />

To expedite the process of physical transfer of shares,<br />

the Board has delegated the authority to Mr. B. L. Gaggar<br />

Director Finance & Company Secretary who is the<br />

compliance officer of the Company. In accordance with<br />

the authority granted by the Board, Mr. Gaggar deals with<br />

transfer/transmission of physical shares, split/sub-division<br />

and consolidation of physical shares and rematerialisation<br />

of shares. The physical transfers of shares are ratified at<br />

the Board meetings.<br />

M/s. Sharepro Services (India) Private Limited, the Registrar<br />

and Share Transfer Agents, deals with all shareholders<br />

related matters for both physical and demat holding. The<br />

Company has retained the services of a practicing Company<br />

Secretary to perform Secretarial Audit every quarter. No<br />

non-compliance from established procedures is reported.<br />

Pursuant to Clause 41 of the Listing Agreements, investor<br />

grievance redressal status is reported every quarter to the<br />

Stock Exchanges and the numbers of unattended grievances<br />

are published in the news papers along with financial<br />

results.<br />

There was one investor complaint pending as on<br />

December 31, <strong>2009</strong> which is being attended.<br />

4. Subsidiary Company<br />

The Company does not have material non-listed subsidiary<br />

whose turnover or net worth (i.e. paid-up capital and free<br />

reserves) exceeds 20% of the consolidated turnover or<br />

net worth respectively, of the listed holding Company.<br />

Chemtreat Composites India Private Limited, a wholly owned<br />

subsidiary Company, has its production base at Khopoli,<br />

in the Maharashtra state. As a majority shareholder, the<br />

Company nominates its representatives on the Board of the<br />

subsidiary company and monitors the performance through<br />

quarterly review of financial statements by Audit committee<br />

and review of minutes of the Board meeting by Company’s<br />

Board.<br />

Mr. Heiner Meier, Mr. Walter Kindler and Mr. B. L. Gaggar<br />

were the Directors of Chemtreat Composites India Private<br />

Ltd. Upon resignations of Mr. Meier and Mr. Kindler with<br />

effect from January 1, 2010, Mr. Peter Palm and Mr. Henri<br />

Schloemer are nominated as the Directors on the board of<br />

subsidiary company.<br />

5. General Body Meetings:<br />

Location, date and time of the <strong>Annual</strong> General Meetings<br />

of the Company held during the preceding 3 years and the<br />

Special Resolutions passed thereat are as follows:<br />

AGM Venue Date and<br />

Time<br />

50th<br />

51st<br />

52nd<br />

Y. B. Chavan<br />

Auditorium,<br />

Gen. Jagannath<br />

Bhosale Marg,<br />

Next to Sachivalaya<br />

Gymkhana,<br />

Mumbai 400 021<br />

Y. B. Chavan<br />

Auditorium,<br />

Gen. Jagannath<br />

Bhosale Marg,<br />

Next to Sachivalaya<br />

Gymkhana,<br />

Mumbai 400 021<br />

Y. B. Chavan<br />

Auditorium,<br />

Gen. Jagannath<br />

Bhosale Marg,<br />

Next to Sachivalaya<br />

Gymkhana,<br />

Mumbai 400 021<br />

April 19, 2007<br />

4.00 p.m.<br />

April 17, 2008<br />

4.00 p.m.<br />

April 29, <strong>2009</strong><br />

4.00 p.m.<br />

Special Resolutions<br />

Passed<br />

No special resolution.<br />

i) Enhancement of the<br />

borrowing limits of the<br />

Company from<br />

Rs. 125 crores to Rs. 300<br />

crores.<br />

ii) Payment of commission<br />

to the Directors other<br />

than Managing Director.<br />

i) Re-appointment of<br />

Mr. H. Meier as the<br />

Vice-Chairman &<br />

Managing Director.<br />

ii) Amendment of Articles<br />

of Association of the<br />

Company.<br />

There was no postal ballot conducted during <strong>2009</strong> and any<br />

of the preceding three years.<br />

6. Disclosures:<br />

6.1 Materially significant related party transactions:<br />

The Company has not entered into any transactions of<br />

material nature, with its promoters, the directors, or the<br />

senior management personnel, their subsidiaries or relatives<br />

etc. that may have potential conflict with the interests of<br />

the Company. The disclosure in respect of related party<br />

transactions is provided in the notes to the accounts. All<br />

contracts with the <strong>Clariant</strong> affiliates entered into during<br />

the year are in the normal course of business and have no<br />

potential conflict with the interest of the company at large<br />

and are carried out on an arm’s length basis at fair market<br />

value.<br />

6.2 Code of Conduct<br />

The Board of Directors has adopted the Code of Conduct<br />

for Directors and senior management personnel and the<br />

same has been placed on the Company’s website. The<br />

Code has been circulated to all the members of the Board<br />

and senior management personnel and the compliance<br />

of the same is affirmed by them annually. In addition, a<br />

standard international Code of Business Conduct formulated<br />

by <strong>Clariant</strong> Group is applicable to all employees of the<br />

Company.


26 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

The Vice-Chairman & Managing Director has confirmed the<br />

compliance of code of conduct and as required under subclause<br />

I(D) of clause 49 of the listing agreement given a<br />

declaration as under:<br />

“In accordance with sub-clause I(D) of Clause 49 of the<br />

Listing Agreement with the Stock Exchanges, I hereby<br />

confirm that, all the Directors and the Senior Management<br />

Personnel of the Company have affirmed compliance with<br />

the code of conduct applicable to them, for the year January<br />

to December, <strong>2009</strong>”.<br />

6.3 Prohibition of Insider Trading:<br />

The Company has framed its Insider Trading Regulations<br />

wherein rules for the preservation of price sensitive<br />

information, pre-clearance of trade, monitoring and<br />

implementation are framed. This code is applicable to all<br />

Directors and such employees of the Company who are<br />

incidental to have access to unpublished price sensitive<br />

information relating to the Company. Transaction for dealing<br />

in the prescribed volume of the security of the Company<br />

during the prescribed time requires prior approval from the<br />

Company.<br />

None of the Directors is holding any shares in the Company<br />

as on December 31, <strong>2009</strong>.<br />

7. Means of Communication:<br />

• The Company has 30,656 shareholders as on<br />

December 31, <strong>2009</strong>. The main channel of<br />

communication to the shareholders is through<br />

annual report which includes inter alia, the<br />

Directors’ <strong>Report</strong>, the Auditors <strong>Report</strong>, <strong>Report</strong><br />

on Corporate Governance, Audited Financial<br />

Statements, Consolidated Financial Statements<br />

and other important information. The Management<br />

Discussion and Analysis <strong>Report</strong> forms part of the<br />

<strong>Annual</strong> <strong>Report</strong>.<br />

• The website of the Company www.clariant.in acts<br />

as the primary source of information regarding<br />

the operations of the Company. Quarterly financial<br />

results and media releases are being displayed on<br />

the Company’s website.<br />

• The <strong>Annual</strong> General Meeting is the principal forum<br />

for face-to-face communication with shareholders,<br />

where the Board responds to the specific queries of<br />

the shareholders.<br />

• Quarterly results, approved by the Board of<br />

Directors and submitted to the Stock Exchanges<br />

in terms of the requirements of clause 41<br />

of the Listing Agreement are published in the<br />

prominent English publications such as Financial<br />

Express/Business Standard and prominent<br />

vernacular publications such as Maharashtra Times/<br />

Nav Shakti/Sakal.<br />

8. General Shareholder Information:<br />

8.1 <strong>Annual</strong> General Meeting<br />

Date & Time:<br />

Friday, April 23, 2010 at 04.00 p.m.<br />

Venue:<br />

Y. B. Chavan Auditorium, Gen. Jagannath Bhosale Marg,<br />

Next to Sachivalaya Gymkhana, Mumbai-400 021.<br />

8.2 Voting rights:<br />

In terms of Articles 93 to 105 of the Articles of Association<br />

of the Company, every member present in person or proxy,<br />

attorney or representative at the general meeting of the<br />

members shall have the following voting rights:<br />

• On a show of hands: one vote for a member present<br />

in person;<br />

• On a poll: one vote for each equity share registered<br />

in the name of the member or held by the beneficial<br />

owner;<br />

• Proxy has no right to speak.<br />

8.3 Financial Calendar:<br />

The Company’s financial year is period of twelve months<br />

from January to December.<br />

Dates for Audited/Unaudited Results:<br />

Financial Year<br />

January-December<br />

<strong>2009</strong><br />

Financial Year<br />

January-December<br />

2010 (Proposed)<br />

January – March April 29, <strong>2009</strong> April 23, 2010<br />

April – June July 24, <strong>2009</strong> July, 2010<br />

July – September October 29, <strong>2009</strong> October, 2010<br />

October – December February 19, 2010 February, 2011<br />

<strong>Annual</strong> General Meeting April 23, 2010 April, 2011<br />

8.4 Dates of Book Closure<br />

Book Closure dates<br />

January-December<br />

2010<br />

April 13, 2010 to<br />

April 23, 2010 (Both days<br />

inclusive)<br />

Payment of Dividend On or after April 24,<br />

2010<br />

January-December<br />

2011 (Proposed)<br />

Second fortnight of April<br />

2011<br />

Immediately after AGM


<strong>Report</strong> on Corporate Governance<br />

27<br />

8.5 Listing of Shares:<br />

Shares of the Company are listed on Bombay Stock Exchange<br />

Ltd. (BSE) and National Stock Exchange of India Limited<br />

(NSE).<br />

The Company has paid the listing fees upto March 31, 2010<br />

to both the Stock Exchanges.<br />

8.6 Stock Code:<br />

Name of the Stock<br />

Exchange<br />

Stock Code<br />

BSE CLARICHEM Rs. 467.90<br />

NSE CLNINDIA Rs. 470.40<br />

Closing Price as on<br />

31.12.<strong>2009</strong><br />

Company Registration Number with ROC/Ministry of<br />

Corporate Affairs<br />

CIN : L24110MH1956PLC010806<br />

ISIN : INE492A01029<br />

8.7 Stock Market Data Price Rupees per share:<br />

Month<br />

Bombay Stock Exchange<br />

(BSE)<br />

<strong>2009</strong> High Rs. Low Rs. Volume<br />

(Nos.)<br />

National Stock Exchange<br />

(NSE)<br />

High Rs. Low Rs. Volume<br />

(Nos.)<br />

January 179.90 145.00 92853 179.65 145.00 39013<br />

February 175.90 144.30 563745 175.50 146.10 413017<br />

March 205.00 164.00 934184 205.00 162.70 346991<br />

April 213.85 153.00 344594 214.40 170.00 415259<br />

May 246.00 175.10 454303 245.80 180.10 418189<br />

June 277.00 224.05 305460 272.80 225.25 155536<br />

July 318.65 233.00 248523 326.40 234.50 122695<br />

August 320.00 279.00 157878 314.75 280.00 141513<br />

September 367.00 308.00 229551 367.00 309.00 183248<br />

October 389.90 350.00 204675 390.00 351.05 124781<br />

November 422.95 360.10 176262 424.00 352.50 132042<br />

December 485.00 349.90 600612 485.00 400.10 569941<br />

8.8 Performance of Company’s shares to broad based<br />

index (BSE Sensex):<br />

8.9 Address for correspondence:<br />

Registrar & Share Transfer Agents:<br />

M/s. Sharepro Services (India) Pvt. Limited,<br />

A) 13-AB, Samhita Warehousing Complex,<br />

Gala No. 52-56<br />

2nd Floor, Sakinaka Tel. Exchange Lane,<br />

off Andheri-Kurla Road,<br />

Sakinaka,<br />

Mumbai-400 072.<br />

Tel: 022-6772 0400/6772 0300,<br />

Fax: 022-2859 1568, 2850 8927<br />

Email: sharepro@shareproservices.com<br />

Contact Person: Mrs. Indira Karkera/ Miss Priya<br />

E-mail ID under clause 47(f) of the<br />

Listing Agreement :<br />

<strong>Clariant</strong>@shareproservices.com<br />

B) Investor Relations:<br />

912, Raheja Centre,<br />

Free Press Journal Road,<br />

Nariman Point,<br />

Mumbai-400 021.<br />

Tel.: 022-2288 1568/69, 6613 4700<br />

Fax: 022-22825484<br />

The shareholders having physical shares are requested<br />

to ensure that any correspondence for change of<br />

address, change of bank mandates etc. should be<br />

signed by the first named shareholder. You are further<br />

requested to send supporting documents such as proof of<br />

residence, copy of PAN card whenever change of address<br />

is to be effected.<br />

In case where the shares of the Company are held in electronic<br />

form (that is, in dematerialised form), all communications<br />

concerning rematerialisation of shares, transfer and<br />

transmission, dividends, change of address, furnishing<br />

of alterations in bank account details, nominations, ECS<br />

credit of dividend amount to shareholders’ bank account or<br />

other inquiries should be addressed only to the Depository<br />

Participant (DP) with whom demat account is maintained,<br />

quoting client ID number and not to the Company or the R&T<br />

Agent . This is because once the shares are dematerialised<br />

they become fungible i.e., they lose their distinct identity<br />

such as the folio number, the certificate number, the<br />

distinctive share numbers, etc. and the corresponding credit<br />

for number of shares is given to the individual shareholder<br />

in his account with the concerned DP.<br />

For any assistance from the Company, members may<br />

contact Mr. S. P. Bhattu, Assistant Company Secretary at<br />

the registered office of the Company.<br />

Tel. No. 022-22022161/2283 0882


28 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

8.10 Shareholding Pattern as on December 31, <strong>2009</strong><br />

Sr.<br />

No.<br />

Category<br />

A. Promoter's Holding:<br />

No. of<br />

Shares held<br />

Percentage of<br />

Shareholding<br />

Foreign Promoters<br />

i Ebito Chemiebeteiligungen AG 8167080 30.63<br />

ii <strong>Clariant</strong> International AG 6075000 22.79<br />

iii <strong>Clariant</strong> Participations AG 2660000 9.98<br />

Sub-Total 16902080 63.40<br />

B. Institutional Investors<br />

i Mutual Funds / UTI 1151551 4.32<br />

ii Financial Institutions / Banks 20067 0.07<br />

iii Insurance Companies 479588 1.80<br />

iv Foreign Institutional Investors 58815 0.22<br />

Sub-Total 1710021 6.41<br />

C. Non-Institutional Investors<br />

i Bodies Corporate 1489332 5.59<br />

ii Individuals<br />

a) individual shareholders holding 5748845 21.56<br />

nominal share capital up to<br />

Rs.1 lakh<br />

b) individual shareholders holding 669395 2.51<br />

nominal share capital in<br />

excess of Rs. 1 lakh<br />

iii others<br />

a) Non-Resident (Non-Rep) 72270 0.27<br />

b) Non-Resident (Rep) 48168 0.18<br />

c) Trust 18784 0.07<br />

d) OCB 1850 0.01<br />

Sub-Total 8048644 30.19<br />

TOTAL 26660745 100.00<br />

2,56,09,068 shares of the Company are held in dematerialised<br />

form constituting 96.06% of the paid-up capital, as at<br />

December 31, <strong>2009</strong>. The total number of shareholders as on<br />

Benpos date of December 31, <strong>2009</strong> is 30,656.<br />

8.11 Details of Members holding > 1 % of the paid up<br />

capital of the Company<br />

Sr.<br />

No<br />

Name<br />

As at<br />

December 31, <strong>2009</strong><br />

No. of<br />

shares<br />

As at<br />

December 31, 2008<br />

% No. of<br />

shares<br />

1. Ebito Chemiebeteiligungen AG 8167080 30.63 8167080 30.63<br />

2. <strong>Clariant</strong> International AG 6075000 22.79 6075000 22.79<br />

3. <strong>Clariant</strong> Participations AG 2660000 9.98 2660000 9.98<br />

4. UTI (thru its various schemes) 572000 2.15 566297 2.12<br />

5. Finquest Securities Pvt. Ltd.<br />

(Held under 4 folios)<br />

%<br />

535766 2.01 Nil Nil<br />

6. UTI Master Value Fund 264243 0.99 289071 1.08<br />

8.12 Distribution of shareholdings as at December 31, <strong>2009</strong><br />

No. of equity shares<br />

held<br />

Shareholders<br />

Equity Shares held<br />

Numbers % No. of shares %<br />

1 – 500 28190 91.956 2836121 10.638<br />

501 – 1000 1436 4.684 1069610 4.012<br />

1001 – 2000 575 1.876 833575 3.127<br />

2001 – 3000 157 0.512 394096 1.478<br />

3001 – 4000 83 0.271 293416 1.101<br />

4001 – 5000 69 0.225 320948 1.204<br />

5001 – 10000 84 0.274 598984 2.247<br />

10001 & above 62 0.202 20313995 76.194<br />

Total 30656 100.000 26660745 100.000<br />

8.13 Dematerialisation of shares and liquidity<br />

Names of Depositories for dematerialisation of equity<br />

shares:<br />

Name of the Depository<br />

National Securities Depositories Limited (NSDL)<br />

Central Depository Services (India) Limited (CDSL)<br />

ISIN No.<br />

INE492A01029<br />

INE492A01029<br />

Trading in equity shares of the Company is permitted only in<br />

dematerialised form.<br />

8.14 ADRs/GDRs/Warrants<br />

The Company has not issued any GDRs/ADRs/Warrants or<br />

any other convertible instruments.<br />

8.15 Plant Locations:<br />

(i) The Company’s manufacturing facilities are located at<br />

(ii)<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

Balkum Village, Thane-400 608 (Maharashtra)<br />

Kolshet Road, Thane-400 607 (Maharashtra)<br />

113/114, MIDC, A.V.P.O. Dhatav, Roha,<br />

Dist. Raigad-402 116 (Maharashtra)<br />

Kudikadu, P.O., Cuddalore-607 005 (Tamil Nadu)<br />

(e) Singhadivakkam Village, Kanchipuram-631 561<br />

(Tamil Nadu)<br />

The Company’s wholly owned subsidiary company’s<br />

(Chemtreat Composites India Private Limited) plant<br />

is located at Village Savaroli Survey No. 109,<br />

110, 112 Kharpada Road, Tal Khalapur, Khopoli<br />

Dist. Raigad-410 203 (Maharashtra)<br />

9. Additional Information:<br />

9.1 Dividend for the year ended December 31, <strong>2009</strong>:<br />

The final dividend recommended by the Board for the year<br />

will be paid after approval of shareholders at the forthcoming<br />

<strong>Annual</strong> General Meeting to all those shareholders whose<br />

names appear – in respect of shares held in demat form, as<br />

beneficial owner, as per details furnished by the depositories<br />

as at the end of the business on April 12, 2010 and


<strong>Report</strong> on Corporate Governance<br />

29<br />

In respect of shares held in physical form as members in the<br />

register of members of the Company after giving effect to all<br />

valid share transfers lodged with the share transfer agent<br />

on or before April 12, 2010. The Company will dispatch the<br />

dividend warrants on or after April 24, 2010.<br />

9.2 Unpaid / Unclaimed Dividend:<br />

In terms of the amended provisions of Section 205C of the<br />

Companies Act, 1956 the Company is obliged to transfer<br />

dividends which remain unpaid or unclaimed for the period<br />

of seven years from the date of declaration of dividend<br />

to the credit of the Investor Education and Protection<br />

Fund established by the Central Government. Accordingly,<br />

the Company has transferred unpaid/unclaimed dividend<br />

up to the financial year 2001-2002 to the fund and no claim<br />

shall lie against the Company or the fund in respect of<br />

dividends remaining unclaimed or unpaid and transferred to<br />

the Fund.<br />

Members are hereby informed that the seven years period<br />

for payment of the dividend pertaining to financial year<br />

2002-2003 will expire on 24.07.2010 and thereafter the<br />

amount standing to the credit in the said account will be<br />

transferred to the ‘Investor Education and Protection Fund’ of<br />

the Central Government. Members are therefore requested<br />

to encash the dividend at the earliest.<br />

Dates of transfer of unclaimed dividend to the Fund<br />

Financial Year/period<br />

Date of Payment<br />

Date of completion of<br />

seven years<br />

2002-2003 25.07.2003 24.07.2010<br />

2003-2004 30.07.2004 29.07.2011<br />

2004-2005 29.07.2005 28.07.2012<br />

2005-2006 27.07.2006 26.07.2013<br />

April-Dec. 2006 19.04.2007 18.04.2014<br />

2007 17.04.2008 16.04.2015<br />

2008 29.04.<strong>2009</strong> 28.04.2016<br />

<strong>2009</strong> (Interim) 24.07.<strong>2009</strong> 23.07.2016<br />

9.4 Nomination Facility:<br />

A member can nominate a person who shall have rights<br />

to shares and/or amount payable in respect of shares<br />

registered in his name in the event of his death. This facility<br />

is available to the members of the Company. The said<br />

form can be obtained from the Company’s Share transfer<br />

agent or downloaded from the website of the Company<br />

at www.clariant.in<br />

9.5 Consolidation of folios and avoidance of multiple<br />

folios:<br />

Members having multiple folios are requested to consolidate<br />

their folios into single folio and for this purpose send request<br />

along with the original certificates along with a request to<br />

the Share Transfer Agent specifying the folio number under<br />

which they desire to hold the shares.<br />

9.6 Compliance<br />

The Company has complied with all requirements of<br />

regulatory authorities. No penalties/strictures were imposed<br />

on the Company by stock exchanges or SEBI or any statutory<br />

authority on any matter related to capital market during the<br />

last three years.<br />

10. CEO/CFO Certification<br />

The Vice-Chairman & Managing Director and the Director<br />

Finance & Company Secretary have provided annual<br />

certificate on financial reporting and internal controls to<br />

the Board pursuant to clause 49. They have also provided<br />

quarterly certificates on financial results while placing the<br />

financial results before the Board pursuant to Clause 41.<br />

Mumbai, February 19, 2010<br />

On behalf of the Board of Directors<br />

R. A. Shah<br />

Chairman<br />

9.3 Bank Mandate:<br />

Electronic Clearing Services (ECS) is a method of payment of<br />

dividend whereby the amount due to investors can directly<br />

be credited into their bank accounts, without having to<br />

issue paper instruments. It is fast and there is no scope for<br />

loss of dividend warrants in transit and possible fraudulent<br />

encashment.<br />

In case of shares held in physical form the bank details may<br />

be sent to the registrar & share transfer agents. In case of<br />

shares held in demat form, the bank details provided by the<br />

Depository Participant (DP) with whom the demat account<br />

is maintained will be applicable. All previous instructions<br />

given by you to the Company in respect of ECS and bank<br />

details will stand superseded by the ECS details recorded<br />

with your DP.


30 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Auditors’ Certificate on Corporate Governance<br />

To The Members of <strong>Clariant</strong> Chemicals (India) Limited<br />

We have examined the compliance of conditions of Corporate Governance by <strong>Clariant</strong> Chemicals (India) Limited, for the year ended<br />

December 31, <strong>2009</strong> as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchange(s).<br />

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures<br />

and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an<br />

audit nor an expression of opinion on the financial statements of the Company.<br />

In our opinion and to the best of our information and according to the explanations given to us and based on the representations made by<br />

the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in<br />

the above mentioned Listing Agreement.<br />

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which<br />

the Management has conducted the affairs of the Company.<br />

For Deloitte Haskins & Sells<br />

Chartered Accountants<br />

Reg. No. 117365W<br />

A. C. Khanna<br />

Partner<br />

Mumbai, 19th February, 2010 Membership No.: 17814


31<br />

Auditors’ <strong>Report</strong><br />

To the Members of <strong>Clariant</strong> Chemicals (India) Limited<br />

1. We have audited the attached Balance Sheet of <strong>Clariant</strong> Chemicals<br />

(India) Limited, as at December 31, <strong>2009</strong> and also the Profit and<br />

Loss Account and the Cash Flow Statement for the year ended<br />

on that date annexed thereto. These financial statements are the<br />

responsibility of the Company’s management. Our responsibility<br />

is to express an opinion on these financial statements based on<br />

our audit.<br />

2. We conducted our audit in accordance with auditing standards<br />

generally accepted in India. Those Standards require that we<br />

plan and perform the audit to obtain reasonable assurance<br />

about whether the financial statements are free of material<br />

misstatement. An audit includes examining, on a test basis,<br />

evidence supporting the amounts and disclosures in the<br />

financial statements. An audit also includes assessing the<br />

accounting principles used and significant estimates made by<br />

the management, as well as evaluating the overall financial<br />

statement presentation. We believe that our audit provides a<br />

reasonable basis for our opinion.<br />

(d)<br />

(e)<br />

(f)<br />

in our opinion, the Balance Sheet, Profit and Loss Account<br />

and Cash Flow Statement dealt with by this report comply<br />

with the Accounting Standards referred to in sub-section<br />

(3C) of Section 211 of the Companies Act, 1956;<br />

on the basis of the written representations received from<br />

the directors, as on December 31, <strong>2009</strong> and taken on<br />

record by the Board of Directors, we report that none<br />

of the directors of the Company is disqualified as on<br />

December 31, <strong>2009</strong> from being appointed as a director,<br />

in terms of clause (g) of sub-section (1) of Section 274 of<br />

the Companies Act, 1956; and<br />

in our opinion and to the best of our information and<br />

according to the explanations given to us, the said<br />

accounts give the information required by the Companies<br />

Act, 1956, in the manner so required and give a true and<br />

fair view in conformity with the accounting principles<br />

generally accepted in India:<br />

3. As required by the Companies (Auditor’s <strong>Report</strong>) Order, 2003 (the<br />

‘Order’) issued by the Central Government of India in terms of<br />

sub-section (4A) of Section 227 of the Companies Act, 1956, we<br />

enclose in the annexure a statement on the matters specified in<br />

paragraphs 4 and 5 of the said Order to the extent applicable to<br />

the Company.<br />

4. Further to our comments in the Annexure referred to in paragraph<br />

3 above, we report that:<br />

(i)<br />

(ii)<br />

(iii)<br />

in the case of the Balance Sheet, of the state of<br />

affairs of the Company as at December 31, <strong>2009</strong>;<br />

in the case of the Profit and Loss Account, of the<br />

profit of the Company for the year ended on that<br />

date; and<br />

in the case of the Cash Flow Statement, of the cash<br />

flows for the year ended on that date.<br />

(a)<br />

(b)<br />

(c)<br />

we have obtained all the information and explanations,<br />

which to the best of our knowledge and belief were<br />

necessary for the purposes of our audit;<br />

in our opinion, proper books of account as required by<br />

law have been kept by the Company, so far as appears<br />

from our examination of the books;<br />

the Balance Sheet, Profit and Loss Account and Cash Flow<br />

Statement dealt with by this report are in agreement with<br />

the books of account;<br />

Mumbai: February 19, 2010<br />

For Deloitte Haskins & Sells<br />

Chartered Accountants<br />

Registration No. 117365W<br />

A. C. Khanna<br />

Partner<br />

Membership No. 17814


32 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Annexure to the Auditors’ <strong>Report</strong><br />

[Referred to in paragraph 3 of the Auditors’ <strong>Report</strong> of even date to the members of <strong>Clariant</strong> Chemicals (India) Limited<br />

on the financial statements for the year ended December 31, <strong>2009</strong>.]<br />

(i) (a) The Company has maintained proper records showing<br />

full particulars including quantitative details and<br />

situation of fixed assets.<br />

(b)<br />

(c)<br />

The Company has a programme of physical verification<br />

of fixed assets. As per the said programme, certain<br />

assets were physically verified during the year. In our<br />

opinion, the frequency of verification is reasonable<br />

having regard to the size of the Company and the<br />

nature of its assets. According to the information and<br />

explanations given to us, no material discrepancies<br />

were noticed on such verification.<br />

In our opinion, fixed assets disposed off during the<br />

year were not substantial. Therefore, the provisions<br />

of clause 4(i)(c) of the Order are not applicable to<br />

the Company.<br />

(ii) (a) The inventories have been physically verified during<br />

the year by the management except for stocks lying at<br />

third party locations for which confirmations have been<br />

obtained and for goods-in-transit. In our opinion, the<br />

frequency of verification is reasonable.<br />

(b)<br />

(c)<br />

The procedures of physical verification of inventories<br />

followed by the management are reasonable and<br />

adequate in relation to the size of the Company and<br />

the nature of its business.<br />

In our opinion and according to the information and<br />

explanations given to us, the Company is maintaining<br />

proper records of inventory. The discrepancies noticed<br />

on verification between the physical stocks and the<br />

book records were not material and have been properly<br />

dealt with in the books of account.<br />

(iii) (a) As informed, the Company has not granted any loans,<br />

secured or unsecured to Companies, firms or other<br />

parties covered in the register maintained under<br />

Section 301 of the Companies Act, 1956. Accordingly,<br />

sub-clause (b), (c) and (d) of clause 4(iii) of the Order<br />

are not applicable.<br />

(iv)<br />

covered in the register maintained under Section 301<br />

of the Companies Act, 1956. Accordingly, sub-clause (f)<br />

and (g) of clause 4(iii) of the Order are not applicable.<br />

In our opinion and according to the information and explanations<br />

given to us, having regard to the explanations that some of the<br />

items purchased are of a special nature and suitable alternatives<br />

do not exist for obtaining comparable quotations, there are<br />

adequate internal control systems commensurate with the size<br />

of the Company and the nature of its business with regard to<br />

purchases of inventory and fixed assets and with regard to the<br />

sale of goods and services. Further, the basis of our examination<br />

and according to the information and explanations given to us,<br />

we have neither come across nor have we been informed of<br />

any instance of major weaknesses in the aforesaid internal<br />

control systems.<br />

(v) (a) In our opinion and according to the information and<br />

explanations given to us, the particulars of contracts or<br />

arrangements referred to in Section 301 of the Companies<br />

Act, 1956 have been entered in the register required to be<br />

maintained under that Section.<br />

(vi)<br />

(b)<br />

In our opinion and according to the information and<br />

explanations given to us, the transactions made in<br />

pursuance of such contracts and arrangements entered<br />

in the register maintained under Section 301 of the<br />

Companies Act, 1956 have been made at the prices<br />

which are reasonable having regard to the prevailing<br />

market prices at the relevant time except in case of some<br />

transactions where alternate source of supply did not exist<br />

and therefore, no comparison of prices was possible.<br />

In our opinion and according to the information and explanations<br />

given to us, the Company has complied with the provisions of<br />

Sections 58A, 58AA or any other relevant provisions of the<br />

Companies Act, 1956 and the Companies (Acceptance of Deposits)<br />

Rules, 1975 with regard to the deposits accepted from the public.<br />

As informed to us, no order has been passed by the Company Law<br />

Board or National Company Law Tribunal or Reserve Bank of India<br />

or any Court or any other Tribunal.<br />

(b)<br />

According to the information and explanations given<br />

to us, the Company has not taken any loans, secured<br />

or unsecured, from companies, firms or other parties<br />

(vii)<br />

In our opinion, the Company has an internal audit system<br />

commensurate with the size of the Company and nature of its<br />

business.


Annexure to the Auditors’ <strong>Report</strong><br />

33<br />

(viii)<br />

We have broadly reviewed the books of account maintained by the<br />

Company pursuant to the Rules made by the Central Government<br />

for the maintenance of cost records under Section 209(1)(d) of<br />

the Companies Act, 1956 and are of the opinion that prima facie<br />

the prescribed records have been maintained and the prescribed<br />

accounts are in the process of being made up. We have not,<br />

however, made a detailed examination of the records with a view<br />

to determining whether they are accurate or complete.<br />

(ix) (a) According to the records of the Company, Provident Fund,<br />

Investor Education and Protection Fund, Employees’ State<br />

Insurance, Income-tax, Sales-tax, Wealth tax, Service tax,<br />

Custom duty, Excise duty, Cess and other material statutory<br />

dues applicable to it have been generally regularly<br />

deposited during the year with the appropriate authorities.<br />

According to the information and explanations given to<br />

us, no undisputed amounts payable in respect of above<br />

were in arrears, as at December 31, <strong>2009</strong> for a period<br />

of more than six months from the date on which they<br />

became payable.<br />

(b)<br />

Name of<br />

Statute<br />

(Nature of<br />

Dues)<br />

Sales Tax<br />

(Tax/ Penalty/<br />

Interest)<br />

According to the records of the Company, Income-tax,<br />

Sales-tax, Wealth tax, Service tax, Customs duty, Excise<br />

duty and Cess as applicable which have not been deposited<br />

on account of dispute are as follows:<br />

Period to<br />

which the<br />

amount<br />

Relates<br />

1992-93, 2001-02,<br />

2002-03, 2003-04<br />

Commissionarate<br />

Forum where dispute is pending<br />

Appellate<br />

authorities<br />

& Tribunal<br />

High<br />

Court<br />

(Rs. In Lakhs)<br />

Total<br />

Amount<br />

354.25 – – 354.25<br />

1999-00 – 17.88 – 17.88<br />

1996-97,1997-98,<br />

1998-99<br />

– – 2.27 2.27<br />

Total 354.25 17.88 2.27 374.40<br />

The Central<br />

Excise Act<br />

(Tax/ Penalty/<br />

Interest)<br />

1994-97, 2000-<br />

2001, 2004-2005,<br />

2006- 2007<br />

408.64 – – 408.64<br />

1999-00, 2000-04 –- 33.75 – 33.75<br />

Total 408.64 33.75 – 442.39<br />

Service<br />

Tax<br />

2005-06 0.52 – – 0.52<br />

2004-05 – 5.12 – 5.12<br />

Total 0.52 5.12 – 5.64<br />

Income<br />

Tax (Tax/<br />

Interest)<br />

A.Y. 1987-88,<br />

1992-93 , 1994-95,<br />

2000-01, 2001-02,<br />

2003-04,2004-05,<br />

2005-06 & 2006-07<br />

A.Y. 1995-96,<br />

2000-01, 2003-04<br />

602.23 – – 602.23<br />

– 248.15 – 248.15<br />

Total 602.23 248.15 – 850.38<br />

(x)<br />

The Company does not have any accumulated losses at the end<br />

of the financial year and has not incurred cash losses during<br />

(xi)<br />

(xii)<br />

(xiii)<br />

(xiv)<br />

(xv)<br />

(xvi)<br />

the financial year covered by our audit and in the immediately<br />

preceding financial year.<br />

In our opinion and according to the information and explanations<br />

given to us, the Company has not defaulted in repayment of dues<br />

to financial institution, banks or debenture holders.<br />

Based on our examination of the records and the information and<br />

explanations given to us, the Company has not granted any loans<br />

and advances on the basis of security by way of pledge of shares,<br />

debentures and other securities.<br />

In our opinion, the Company is not a chit fund or a nidhi/ mutual<br />

benefit fund/ society. Therefore, the provisions of clause 4(xiii) of<br />

the Order are not applicable to the Company.<br />

In our opinion, the Company is not dealing in or trading in shares,<br />

securities, debentures and other investments. Accordingly, the<br />

provisions of clause 4(xiv) of the Order are not applicable to<br />

the Company.<br />

In our opinion and according to the information and explanations<br />

given to us, the Company has not given any guarantees for loans<br />

taken by others from banks or financial institutions.<br />

In our opinion and according to the information and explanations<br />

given to us, no term loans were acquired during the reporting<br />

period by the Company.<br />

(xvii) According to the information and explanations given to us and on<br />

an overall examination of the balance sheet of the Company, we<br />

report that no funds raised on short-term basis have been used<br />

for long-term investment.<br />

(xviii) According to the information and explanations given to us, the<br />

Company has not made any preferential allotment of shares to<br />

parties and companies covered in the register maintained under<br />

Section 301 of the Companies Act, 1956.<br />

(xix)<br />

(xx)<br />

(xxi)<br />

The Company has not issued any secured debentures. Therefore<br />

the provisions of clause 4(xix) of the Order are not applicable to<br />

the Company.<br />

The Company has not raised any money by way of public issue<br />

during the year. Therefore, the provisions of clause 4(xx) of the<br />

Order are not applicable to the Company.<br />

According to the information and explanations given to us, no<br />

fraud on or by the Company has been noticed or reported during<br />

the course of our audit.<br />

Mumbai: February 19, 2010<br />

For Deloitte Haskins & Sells<br />

Chartered Accountants<br />

Registration No. 117365W<br />

A. C. Khanna<br />

Partner<br />

Membership No. 17814


34 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Balance Sheet<br />

as at 31st December, <strong>2009</strong><br />

Schedule<br />

31-12-09<br />

Rs. Lakhs<br />

31-12-08<br />

Rs. Lakhs<br />

SOURCES OF FUNDS<br />

Shareholders’ funds<br />

Share capital 1 2666.07 2666.07<br />

Reserves and surplus 2 32113.18 29097.55<br />

34779.25 31763.62<br />

Loan funds<br />

Unsecured loans 3 204.78 309.07<br />

204.78 309.07<br />

Deferred tax liability – Net (See note 6, Schedule 17) — 254.94<br />

34984.03 32327.63<br />

APPLICATION OF FUNDS<br />

Fixed assets 4<br />

Gross block 34975.65 38797.09<br />

Less : Accumulated depreciation and impairment 21085.35 23390.54<br />

Net block 13890.30 15406.55<br />

Capital work-in-progress and advances, etc. 590.72 1053.83<br />

14481.02 16460.38<br />

Fixed assets held for disposal (See note 26, Schedule 17) 792.34 —<br />

Investments 5 12449.95 5784.47<br />

Deferred tax asset – Net (See note 6, Schedule 17) 275.72 —<br />

Current assets, loans and advances<br />

Inventories 6 7665.03 10543.98<br />

Sundry debtors 7 14459.63 13210.41<br />

Cash and bank balances 8 1696.62 842.31<br />

Loans and advances 9 6320.49 6397.96<br />

30141.77 30994.66<br />

Less : Current liabilities and provisions<br />

Liabilities 10 16572.90 12844.86<br />

Provisions 11 6583.87 8067.02<br />

23156.77 20911.88<br />

Net current assets 6985.00 10082.78<br />

34984.03 32327.63<br />

Notes on balance sheet and profit and loss account 17<br />

Per our report attached<br />

For Deloitte Haskins & Sells<br />

Chartered Accountants<br />

A. C. Khanna<br />

Partner<br />

Mumbai, 19th February, 2010<br />

For and on behalf of the Board<br />

R. A. Shah Chairman<br />

P. Palm Vice-Chairman & Managing Director<br />

Diwan A. Nanda Director<br />

B. L. Gaggar Director Finance & Company Secretary<br />

Mumbai, 19th February, 2010


35<br />

Profit and Loss Account<br />

for the year ended 31st December, <strong>2009</strong><br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Schedule<br />

INCOME<br />

Sales – Gross 97322.24 100145.34<br />

Less : Excise duty 5188.11 8505.87<br />

Sales – Net 92134.13 91639.47<br />

Other income 12 2630.82 2533.68<br />

94764.95 94173.15<br />

EXPENDITURE<br />

Cost of materials 13 54523.49 58150.05<br />

Personnel cost 14 6158.71 7229.91<br />

Interest (Net) 15 16.67 (18.29)<br />

Depreciation/Amortisation 4 1896.35 2251.60<br />

Impairment of fixed assets 4 136.98 728.62<br />

Other expenditure 16 14178.36 15842.89<br />

76910.56 84184.78<br />

Less : Service charges recovered 906.74 788.23<br />

76003.82 83396.55<br />

PROFIT BEFORE EXCEPTIONAL ITEMS AND TAXATION 18761.13 10776.60<br />

Exceptional items (See note 23, Schedule 17) 2450.46 48.00<br />

PROFIT AFTER EXCEPTIONAL ITEMS AND BEFORE TAXATION 16310.67 10728.60<br />

Provision for taxation<br />

Current tax 5958.00 3792.00<br />

Deferred tax (530.66) (178.29)<br />

Fringe benefit tax 39.00 118.50<br />

(Excess)/Short provision for taxation in respect of earlier years 30.77 248.09<br />

PROFIT AFTER TAXATION 10813.56 6748.30<br />

Balance brought forward from previous year 1097.40 950.36<br />

AVAILABLE FOR APPROPRIATION 11910.96 7698.66<br />

APPROPRIATED AS FOLLOWS<br />

General reserve 1081.36 674.83<br />

Interim dividend 2666.07 —<br />

Proposed dividend (Final) 3999.11 5065.54<br />

Corporate tax on dividend (Interim & Final) 1132.75 860.89<br />

Balance carried to the balance sheet 3031.67 1097.40<br />

11910.96 7698.66<br />

Notes on balance sheet and profit and loss account 17<br />

Basic and Diluted earnings per share (Rupees) (See note 15, Schedule 17) 40.56 25.31<br />

Face value per share (Rupees) 10.00 10.00<br />

Per our report attached to the Balance Sheet<br />

For Deloitte Haskins & Sells<br />

Chartered Accountants<br />

A. C. Khanna<br />

Partner<br />

Mumbai, 19th February, 2010<br />

For and on behalf of the Board<br />

R. A. Shah Chairman<br />

P. Palm Vice-Chairman & Managing Director<br />

Diwan A. Nanda Director<br />

B. L. Gaggar Director Finance & Company Secretary<br />

Mumbai, 19th February, 2010


36 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Cash Flow Statement<br />

for the year ended 31st December, <strong>2009</strong><br />

A. CASH FLOW FROM OPERATING ACTIVITIES :<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Net Profit after exceptional items and before taxation 16310.67 10728.60<br />

Adjustments for :<br />

Depreciation/Amortisation 1896.35 2251.60<br />

Impairment of fixed assets 136.98 728.62<br />

Unrealised foreign exchange (gain)/loss (Net) (32.89) 59.96<br />

Interest income (83.20) (171.67)<br />

Dividend income (407.90) (171.56)<br />

Loss/(profit) on sale of assets (Net) (80.31) (20.66)<br />

Loss/(profit) on sale of investments (Net) (0.21) (0.29)<br />

Provision for doubtful debts/advances (Net) 29.39 200.11<br />

Provision for leave encashment (126.69) 4.52<br />

Provision for ex-gratia gratuity (15.21) 4.24<br />

Provision for gratuity (186.30) 267.80<br />

Interest expenses 99.87 153.38<br />

Assets written-off 100.69 390.63<br />

Operating profit before working capital changes 17641.24 14425.28<br />

Adjustments for :<br />

Trade and other receivables (1050.90) 653.07<br />

Inventories 2878.95 727.06<br />

Trade, other payables and provisions 3693.84 (4447.67)<br />

Cash generated from operations 23163.13 11357.74<br />

Direct taxes paid – (Net of refunds) (6055.45) (3288.52)<br />

Net cash from operating activities 17107.68 8069.22<br />

B. CASH FLOW FROM INVESTING ACTIVITIES :<br />

Purchase of fixed assets (1005.00) (2669.18)<br />

Sale of fixed assets 138.31 49.71<br />

Purchase of investments (95164.44) (42571.83)<br />

Sale of investments 88499.17 39730.92<br />

Loans given to subsidiary (31.00) (75.00)<br />

Loans repaid by subsidiary 1.00 —<br />

Interest received 83.20 171.67<br />

Dividend received 407.90 171.56<br />

Net Cash used in investing activities (7070.86) (5192.15)


Cash Flow Statement<br />

37<br />

C. CASH FLOW FROM FINANCING ACTIVITIES :<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Repayment of borrowings (104.29) (98.09)<br />

Interest paid (93.33) (147.17)<br />

Dividend/dividend tax paid (8984.89) (3109.75)<br />

Net Cash used in financing activities (9182.51) (3355.01)<br />

NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) 854.31 (477.94)<br />

CASH AND CASH EQUIVALENTS AS AT BEGINNING OF THE YEAR 842.31 1320.25<br />

CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR (See note 3) (Refer Schedule 8) 1696.62 842.31<br />

Notes:<br />

1. The Cash flow has been prepared under the “Indirect Method” as set out in Accounting Standard – 3 on Cash flow statement notified by the<br />

Companies (Accounting Standards) Rules, 2006.<br />

2. Direct taxes paid are treated as arising from operating activities and are not bifurcated between investing and financing activities.<br />

3. Cash and cash equivalents at the end of the year include current account balances with banks of Rs. 221.71 lakhs (Previous Year : Rs. 161.63 lakhs)<br />

which are restricted in use on account of unclaimed dividend/fixed deposit/interest on fixed deposit.<br />

4. Figures for the previous year have been regrouped wherever necessary to conform to the current year’s classification.<br />

Per our report attached to the Balance Sheet<br />

For Deloitte Haskins & Sells<br />

Chartered Accountants<br />

A. C. Khanna<br />

Partner<br />

Mumbai, 19th February, 2010<br />

For and on behalf of the Board<br />

R. A. Shah Chairman<br />

P. Palm Vice-Chairman & Managing Director<br />

Diwan A. Nanda Director<br />

B. L. Gaggar Director Finance & Company Secretary<br />

Mumbai, 19th February, 2010


38 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Schedules<br />

forming part of the Balance Sheet<br />

SCHEDULE 1 : SHARE CAPITAL 31-12-09<br />

Rs. Lakhs<br />

31-12-08<br />

Rs. Lakhs<br />

Authorised<br />

30000000 equity shares of Rs. 10/- each 3000.00 3000.00<br />

Issued and subscribed<br />

26660745 equity shares of Rs. 10/- each fully paid 2666.07 2666.07<br />

Notes:<br />

Of the above :<br />

(a) 15010745 equity shares issued as fully paid up pursuant to a contract for a consideration other than cash.<br />

(b) 8167080 equity shares are held by EBITO Chemiebeteiligungen AG.<br />

6075000 equity shares are held by <strong>Clariant</strong> International AG.<br />

2660000 equity shares are held by <strong>Clariant</strong> Participations AG.<br />

The ultimate holding company being <strong>Clariant</strong> AG, Switzerland.<br />

(c) 6690610 equity shares were allotted as fully paid up bonus shares by capitalisation of Rs. 669.06 lakhs from general reserve.<br />

SCHEDULE 2 : RESERVES AND SURPLUS 31-12-09<br />

Rs. Lakhs<br />

Capital reserve<br />

31-12-08<br />

Rs. Lakhs<br />

As per last Balance sheet 730.11 730.11<br />

Capital redemption reserve<br />

As per last Balance sheet 137.50 137.50<br />

Securities premium account<br />

As per last Balance sheet 3545.65 3545.65<br />

Investment allowance reserve<br />

As per last Balance sheet 20.00 20.00<br />

Less : Transfer to general reserve 20.00 —<br />

— 20.00<br />

General reserve<br />

As per last Balance sheet 23566.89 22892.06<br />

Add : Transfer from Investment allowance reserve 20.00 —<br />

Transfer from Profit and loss account 1081.36 674.83<br />

24668.25 23566.89<br />

Profit and loss account 3031.67 1097.40<br />

32113.18 29097.55<br />

SCHEDULE 3 : UNSECURED LOANS 31-12-09<br />

Rs. Lakhs<br />

From others:<br />

31-12-08<br />

Rs. Lakhs<br />

Interest-free sales tax deferral scheme granted by State Industries Promotion Corporation<br />

of Tamil Nadu Limited (Repayable within one year Rs. 99.50 lakhs, Previous Year: Rs. 104.29 lakhs) 204.78 309.07<br />

204.78 309.07


Schedules forming part of the Balance Sheet<br />

39<br />

SCHEDULE 4 : FIXED ASSETS<br />

As at<br />

31-12-08<br />

GROSS BLOCK DEPRECIATION / AMORTISATION / IMPAIRMENT NET BLOCK<br />

Additions/<br />

Adjustments<br />

Deductions/<br />

Adjustments<br />

As at<br />

31-12-09<br />

As at<br />

31-12-08<br />

Deductions/<br />

Adjustments<br />

For the<br />

year<br />

Impairment<br />

(See note 2)<br />

As at<br />

31-12-09<br />

As at<br />

31-12-09<br />

Rs. Lakhs<br />

As at<br />

31-12-08<br />

Tangible Assets<br />

Land freehold 145.02 — — 145.02 — — — — — 145.02 145.02<br />

Land leasehold 14.88 — — 14.88 4.50 — 0.16 — 4.66 10.22 10.38<br />

Buildings 6771.07 299.06 4.91 7065.22 2313.36 1.77 171.48 136.98 2620.05 4445.17 4457.71<br />

Plant, machinery, equipment etc. 28909.15 1068.26 5013.19 24964.22 18878.89 4073.89 1550.35 — 16355.35 8608.87 10030.26<br />

Furniture, fixtures and office<br />

appliances 2260.06 88.48 148.71 2199.83 1627.14 140.79 137.20 — 1623.55 576.28 632.92<br />

Vehicles 696.91 12.31 122.74 586.48 566.65 122.07 37.16 — 481.74 104.74 130.26<br />

Total 38797.09 1468.11 5289.55 34975.65 23390.54 4338.52 1896.35 136.98 21085.35 13890.30<br />

Previous year 36413.30 3398.81 1015.02 38797.09 21005.66 595.34 2251.60 728.62 23390.54 15406.55<br />

Capital work-in-progress 550.23 1030.37<br />

Advances against capital orders 40.49 23.46<br />

590.72 1053.83<br />

14481.02 16460.38<br />

Notes:<br />

1. Buildings include Rs. 0.12 lakh (Previous Year : Rs. 0.12 lakh) being the cost of shares and bonds in co-operative housing societies.<br />

2. In accordance with the provisions of the Accounting Standard – 28 on Impairment of Assets notified by the Companies (Accounting Standards) Rules 2006, the Company has identified<br />

certain fixed assets that were impaired mainly on account of economic performance and viability of such assets which does not have any value in use. Accordingly during current year an<br />

impairment loss of Rs. 136.98 lakhs in respect of Dyes and Specialty Chemicals segment (Rs. 12.47 lakhs) and Intermediates and Colours segment (Rs. 124.51 lakhs) has been recognised<br />

in the profit and loss account. (Previous Year Rs. 728.62 lakhs in respect of Intermediates and Colours segment)<br />

SCHEDULE 5 : INVESTMENTS (AT COST) (Contd.) 31-12-09<br />

Rs. Lakhs<br />

31-12-08<br />

Rs. Lakhs<br />

Non Trade – Unquoted<br />

Long Term<br />

In Subsidiary Company<br />

500000 (Previous Year: 500000) fully paid equity shares of Rs. 10/- each<br />

in Chemtreat Composites India Private Limited 325.00 325.00<br />

Total Long Term 325.00 325.00<br />

Current<br />

In fully paid units of Rs. 10/- each<br />

9825217 (Previous Year : Nil) Birla Sun Life Saving Fund – Daily Dividend 983.19 —<br />

8883589 (Previous Year : Nil) HDFC Treasury Advantage Fund – Whole Sale Fund – Dividend-Daily 891.16 —<br />

4742864 (Previous Year : Nil) HDFC F R I F – STP – Whole Sale Fund – Dividend-Daily 478.12 —<br />

9776175 (Previous Year : Nil) DWS Ultra Short Term Fund – Dividend-Daily 979.37 —<br />

9019717 (Previous Year : Nil) DWS Cash Opportunity Fund – Dividend-Daily 904.16 —<br />

9695701 (Previous Year : Nil) JM Money Manager Fund – Super Plus Plan – Dividend-Daily 970.08 —<br />

4038543 (Previous Year : Nil) IDFC Money Manager Fund – Dividend-Daily 403.91 —<br />

9471776 (Previous Year : Nil) LIC MF Income Plus Fund – Dividend-Daily 947.18 —<br />

9197118 (Previous Year : Nil) LIC MF Saving Plus Fund – Dividend-Daily 919.71 —<br />

9847865 (Previous Year : Nil) LIC MF Floater Fund – Dividend-Daily 984.80 —


40 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

SCHEDULE 5 : INVESTMENTS (AT COST) (Contd.) 31-12-09<br />

Rs. Lakhs<br />

31-12-08<br />

Rs. Lakhs<br />

Nil (Previous Year : 9346248) Birla Sun Life Short Term Fund – Institutional – Daily Dividend — 935.14<br />

Nil (Previous Year : 7999333) Fidelity Cash Fund – Institutional – Daily Dividend — 800.13<br />

Nil (Previous Year : 7754587) HDFC Liquid Fund Premium Plan – Dividend-Daily — 950.70<br />

Nil (Previous Year : 5571131) Reliance Medium Term Fund – Daily Dividend — 952.41<br />

In fully paid units of Rs. 100/- each<br />

863340 (Previous Year : Nil) ICICI Prudential Flexible Income Premium Plan Fund – Daily Dividend 912.85 —<br />

957923 (Previous Year : Nil) ICICI Prudential Floating Rate Plan D – Daily Dividiend 958.12 —<br />

In fully paid units of Rs. 1000/- each<br />

91249 (Previous Year : Nil) Reliance Money Manager Fund – Institutional Plan – Daily Dividend 913.53 —<br />

65341 (Previous Year : 89206) DSP BlackRock Floating Rate Fund – Institutional Plan – Daily Dividend 653.77 892.06<br />

22483 (Previous Year : Nil) UTI Floating Rate Fund STP – Daily Dividend 225.00 —<br />

Nil (Previous Year : 83357) TATA Liquid Super High Investment Fund – Daily Dividend — 929.03<br />

Total Current 12124.95 5459.47<br />

Total Investments – Unquoted 12449.95 5784.47<br />

Following are the Investments which have been purchased and sold during the year :<br />

January to December <strong>2009</strong><br />

Nos. Rs. Lakhs<br />

Non trade Current – unquoted<br />

In fully paid units of Rs. 10/- each<br />

Reliance Medium Term Fund DDR 9798769 1675.15<br />

Reliance Liquid Fund Treasury Plan I.P. DDR 23021439 3519.33<br />

Kotak Liquid Fund : Institutional Premium Plan DDR 26435819 3232.60<br />

Kotak Floater Long Term – Daily Dividend 19001414 1915.30<br />

Kotak Flexi Debt Fund – Daily Dividend 9537367 958.27<br />

Birla Sun Life Saving Fund Inst DDR 11422101 1142.99<br />

Birla Sun Life Short Term Fund DDR 166799 16.69<br />

Birla Sun Life Cash Plus Inst DDR 30607458 3066.71<br />

JM High Liquidiy Fund – Super Inst Plan Daily Dividend 32701851 3275.58<br />

JM Money Manager Fund – Super Plus Plan Daily Dividend 24681333 2469.44<br />

TATA Floater Fund – Daily Dividend 22027430 2210.58<br />

DWS Insta Cash Plus Fund – Institutional Plan DDR 30962987 3109.02<br />

DWS Ultra Short Term Fund – Institutional Plan DDR 12471955 1249.16<br />

ICICI Prudential MF Plan Super Institutional Plan Daily Dividend 38359058 3836.40<br />

ICICI Prudential MF Flexible Income Plan – Premium Daily Dividend 17761278 1877.99<br />

ICICI Prudential MF Floating Rate Fund Daily Dividend 9896815 989.89


Schedules forming part of the Balance Sheet<br />

41<br />

Following are the Investments which have been purchased and sold during the year : (Contd.)<br />

January to December <strong>2009</strong><br />

Nos. Rs. Lakhs<br />

HDFC Cash Mangement Fund – Saving Plus – DDR 19417490 2065.32<br />

HDFC Cash Mangement Fund – Treasury Advantage Plan – Wholesale DDR 24687274 2476.50<br />

HDFC F R I F STF – Wholesale DDR 4959875 500.00<br />

HDFC Liquid Fund Premium Plan DDR 31033067 3804.59<br />

Canara Robeco Liquid Fund – I.P. – Daily Dividend 14698674 1475.89<br />

Canara Robeco Treasury Advantage Fund – I.P. – Daily Dividend 3870373 480.20<br />

Fidelity Cash Fund – I.P. – Daily Dividend 10815492 1081.82<br />

Fidelity Ultra Short Term Debt Fund – I.P. – Daily Dividend 19065377 1906.82<br />

IDFC Money Treasury Fund – I.P.C. – Daily Dividend 13954500 1395.66<br />

IDFC Money Treasury Fund – I.P.B. – Daily Dividend 29175520 2938.06<br />

IDFC Cash Fund – Super I.P.C – Daily Dividend 8998490 900.07<br />

IDFC Cash Fund – I.P. – Daily Dividend 37097892 3925.55<br />

SBI – SHF – Ultra Short Term Fund – I.P. – Daily Dividend 17816624 1782.55<br />

SBI – Magnum Insta Cash Fund – Daily Dividend 15543795 2603.63<br />

LIC Liquid Fund – DDR 40459389 4442.48<br />

LIC MF Income Plus Fund – DDR 8641648 864.16<br />

LIC MF Floater Rate S T Fund – DDR 16254850 1625.49<br />

FORTIS Money Plus Inst Plan Fund – DDR 10382401 1038.56<br />

FORTIS Overnight Fund – DDR 10287689 1029.08<br />

In fully paid units of Rs. 100 /- each<br />

ICICI Prudential MF Liquid Plan Super Institutional Plan – Daily Dividend 955874 956.08<br />

In fully paid units of Rs. 1000 /- each<br />

TATA Treasury Manager Fund Ship – Daily Dividend 90536 914.70<br />

TATA Liquidity Management Ship Fund – Daily Dividend 182296 2031.73<br />

DSP BlackRock Floating Rate Fund – I.P. – Daily Dividend 151974 1520.55<br />

DSP BlackRock Cash Manager Fund – I.P. – Daily Dividend 214595 2146.17<br />

UTI Treasury Advantage Fund – I.P. – Daily Dividend 169324 1693.44<br />

UTI Liquid Cash Plan – I.P. – Daily Dividend 234959 2395.29<br />

UTI Floating Rate Fund STP DDR 49961 500.00


42 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

SCHEDULE 6 : INVENTORIES 31-12-09<br />

Rs. Lakhs<br />

31-12-08<br />

Rs. Lakhs<br />

At lower of cost and net realisable value (As certified by the Management)<br />

Stores and spare parts 187.66 241.35<br />

Raw materials 2114.96 3281.75<br />

Packing materials 104.13 98.56<br />

Finished goods 4422.91 5718.63<br />

Work-in-progress 835.37 1203.69<br />

7665.03 10543.98<br />

SCHEDULE 7 : SUNDRY DEBTORS 31-12-09<br />

Rs. Lakhs<br />

31-12-08<br />

Rs. Lakhs<br />

Secured (Considered good)<br />

Over six months 5.68 9.02<br />

Other debts 1570.88 1349.06<br />

1576.56 1358.08<br />

Unsecured (Considered good, unless otherwise stated)<br />

Over six months (Including doubtful debts Rs. 246.31 lakhs; Previous Year : Rs. 280.89 lakhs) 328.62 396.73<br />

Other debts 12800.76 11736.49<br />

13129.38 12133.22<br />

Less : Provision for doubtful debts 246.31 280.89<br />

14459.63 13210.41<br />

SCHEDULE 8 : CASH AND BANK BALANCES 31-12-09<br />

Rs. Lakhs<br />

31-12-08<br />

Rs. Lakhs<br />

Cash on hand 4.18 6.63<br />

Cheques on hand 49.27 82.05<br />

With scheduled banks:<br />

On current accounts 1010.83 582.13<br />

On fixed deposit accounts 632.34 171.50<br />

1643.17 753.63<br />

1696.62 842.31


Schedules forming part of the Balance Sheet<br />

43<br />

SCHEDULE 9 : LOANS AND ADVANCES 31-12-09<br />

Rs. Lakhs<br />

31-12-08<br />

Rs. Lakhs<br />

(Unsecured – Considered good, unless otherwise stated)<br />

Advances and loans to the subsidiary (See note 25, Schedule 17) 688.35 709.47<br />

Advances recoverable in cash or in kind or for value to be received 3517.98 3672.17<br />

Less : Provision for doubtful advances 63.97 —<br />

3454.01 3672.17<br />

VAT set off admissible 99.67 52.51<br />

Advance payment of Income tax (Net of provision for taxation) 1768.95 1648.55<br />

Balances with customs and excise on current account 309.51 315.26<br />

6320.49 6397.96<br />

SCHEDULE 10 : CURRENT LIABILITIES 31-12-09<br />

Rs. Lakhs<br />

Sundry creditors :<br />

31-12-08<br />

Rs. Lakhs<br />

Due to micro enterprises and small enterprises (See Note 7, Schedule 17) 361.14 82.25<br />

Due to others 14127.02 11157.13<br />

14488.16 11239.38<br />

Deposits 1863.03 1443.85<br />

Unpaid dividends* 221.61 160.90<br />

Unclaimed fixed deposits* 0.06 0.15<br />

Unpaid interest on matured fixed deposits* 0.04 0.58<br />

16572.90 12844.86<br />

* There is no amount due and outstanding to be credited to Investor Education and Protection Fund<br />

SCHEDULE 11 : PROVISIONS 31-12-09<br />

Rs. Lakhs<br />

31-12-08<br />

Rs. Lakhs<br />

Employee benefits:<br />

Leave encashment 365.02 491.71<br />

Gratuity 200.73 387.03<br />

Ex-gratia gratuity 69.21 84.42<br />

Others:<br />

Provision for taxation (Net of advance payment of Income tax) 1270.15 1177.43<br />

Proposed dividend (Final) 3999.11 5065.54<br />

Corporate tax on proposed dividend (Final) 679.65 860.89<br />

6583.87 8067.02


44 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Schedules<br />

forming part of the Profit and Loss Account<br />

SCHEDULE 12 : OTHER INCOME <strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Dividend on current non-trade investments 407.90 171.56<br />

Export incentives 420.13 482.72<br />

Profit on sale of fixed assets (Net) 80.31 20.66<br />

Cash discounts 39.40 36.15<br />

Rental income 398.25 364.66<br />

Indenting commission 589.29 634.52<br />

Profit on sale of current investments (Net) 0.21 0.29<br />

Miscellaneous 695.33 823.12<br />

2630.82 2533.68<br />

SCHEDULE 13 : COST OF MATERIALS <strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Raw materials consumed 38450.19 42048.52<br />

Packing materials consumed 2275.54 2204.63<br />

Purchases of finished goods 12133.72 13003.39<br />

(Increase)/Decrease in stocks of finished goods and work-in-progress :<br />

Opening stock<br />

Finished goods 5718.63 6625.64<br />

Work-in-progress 1203.69 1190.19<br />

6922.32 7815.83<br />

Less : Closing stock<br />

Finished goods 4422.91 5718.63<br />

Work-in-progress 835.37 1203.69<br />

5258.28 6922.32<br />

1664.04 893.51<br />

54523.49 58150.05<br />

SCHEDULE 14 : PERSONNEL COST <strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Salaries, wages, bonus, etc. 4677.67 5256.71<br />

Contribution/Provision for provident fund, superannuation scheme, gratuity fund, etc. 551.95 1028.20<br />

Welfare expenses 929.09 945.00<br />

6158.71 7229.91


Schedules forming part of the Profit & Loss Account<br />

45<br />

SCHEDULE 15 : INTEREST (NET) <strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Interest Paid<br />

Others 99.87 153.38<br />

99.87 153.38<br />

Less : Interest received (Gross) :<br />

Others (Tax deducted at source Rs. 12.69 Lakhs; Previous Year : Rs. 7.71 Lakhs) 83.20 171.67<br />

83.20 171.67<br />

16.67 (18.29)<br />

SCHEDULE 16 : OTHER EXPENDITURE <strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Stores and spare parts etc. consumed 605.63 597.94<br />

Repairs and maintenance:<br />

Plant and machinery 707.88 886.37<br />

Buildings 218.64 216.51<br />

Others 153.33 176.59<br />

Power and fuel 4574.37 4464.92<br />

Rent (including lease payments) (See note 16, Schedule 17) 555.90 582.10<br />

Rates and taxes (including water charges) 516.03 658.00<br />

Insurance 69.27 109.83<br />

Clearing, forwarding and transport 1309.07 1490.65<br />

Travelling and conveyance 873.15 962.82<br />

Commission 175.82 250.64<br />

Cash discount 11.76 22.37<br />

Other discounts on sales 684.65 1324.79<br />

Assets written-off 100.69 390.63<br />

Provision for doubtful debts/advances (Net) 29.39 200.11<br />

Excise duty (324.39) (376.11)<br />

Exchange loss (Net) 162.28 172.63<br />

Miscellaneous (See note 18, Schedule 17) 3754.89 3712.10<br />

14178.36 15842.89


46 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Notes<br />

SCHEDULE 17 : Notes on the Balance Sheet and Profit and Loss Account for the year ended 31st December, <strong>2009</strong><br />

1. Significant Accounting Policies<br />

The financial statements are prepared at historical cost on the accrual basis of accounting and in accordance with the standards on accounting<br />

notified by the Companies (Accounting Standards) Rules, 2006 and referred to in Section 211(3C) of the Companies Act, 1956.<br />

The significant accounting policies are as follows :<br />

I. Revenue Recognition<br />

II.<br />

III.<br />

IV.<br />

The Company recognises sale of goods on transfer of significant risks and rewards of ownership of the goods to the buyer. Sales are<br />

net of excise duty, sales tax and trade discounts, wherever applicable.<br />

Dividend income on investments is accounted for when the right to receive the payment is established.<br />

Excise Duty<br />

Excise duty payable on products is accounted for at the time of despatch of goods from the factories but is accrued for stocks held at<br />

the year end.<br />

Excise Duty related to the difference between the closing stock and opening stock of finished goods has been recognised separately in<br />

the profit and loss account under schedule of ‘Other Expenditure’.<br />

Research and Development<br />

Revenue expenditure on research and development is written off in the profit and loss account in the year in which it is incurred. Capital<br />

expenditure on research and development is treated in the same way as expenditure on fixed assets.<br />

Employee Benefits<br />

(a)<br />

Short term employee benefit obligations are estimated and provided for.<br />

(b) Post employment benefits and other long term employee benefits :<br />

Defined contribution plans :<br />

Company’s contribution to provident fund, superannuation fund, employee state insurance and other funds are determined under<br />

the relevant schemes and/or statute and charged to revenue.<br />

Defined benefit plans and compensated absences :<br />

Company’s liability towards gratuity, ex-gratia gratuity and compensated absences are actuarially determined at each balance<br />

sheet date using the projected unit credit method. Actuarial gains and losses are recognised in revenue.<br />

V. Voluntary Retirement Scheme<br />

VI.<br />

Expenditure incurred on voluntary retirement scheme is charged to revenue in the year in which it is incurred.<br />

Fixed Assets and Depreciation/Amortisation<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

All fixed assets are stated at cost less depreciation, wherever applicable. Cost comprises the purchase price and any other<br />

attributable cost of bringing the asset to its working condition for its intended use. Borrowing cost relating to funds borrowed<br />

for acquisition of qualifying assets for the year upto the date the assets are put to use is included in cost.<br />

The cost of leasehold land is amortised over the period of the lease.<br />

Intangible assets are being amortised equally over a period of three years.<br />

Depreciation has been calculated on the straight line method at the rates and in the manner specified in Schedule XIV of the<br />

Companies Act, 1956 except for :<br />

(i) certain items of furniture, fixture, air conditioners, plant, machinery and equipment on which a depreciation rate of 20%<br />

on straight line method is applied,


Notes<br />

47<br />

VII.<br />

VIII.<br />

IX.<br />

(e)<br />

(ii)<br />

(iii)<br />

electronic data processing (EDP) hardware such as servers on which a depreciation rate of 20% and for other EDP<br />

equipments including personal computers and printers on which depreciation rate of 25% on straight line method is applied,<br />

Motor Cars on which depreciation rate of 25% on straight line method is applied.<br />

Fixed Assets held for disposal are stated at lower of net book value and net realisable value.<br />

Impairment of Assets<br />

The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based on<br />

internal/external factors. An impairment loss is recognised wherever the carrying amount of an asset exceeds its estimated recoverable<br />

amount. The recoverable amount is greater of the asset’s net selling price and value in use. In assessing the value in use, the estimated<br />

future cash flows are discounted to the present value using the weighted average cost of capital. Previously recognised impairment loss<br />

is further provided or reversed depending on changes in circumstances.<br />

Inventories<br />

Inventories are valued at the lower of cost and estimated net realisable value after providing for obsolescence. The cost of inventories<br />

is generally arrived at on the following basis :<br />

Raw materials, packing materials, trading items and stores and spares – Weighted average cost<br />

Finished goods and work-in-progress – Absorption costing at works cost<br />

Sundry Debtors/Loans and Advances<br />

Sundry debtors and loans and advances are stated after making adequate provision for doubtful debts/advances.<br />

X. Investments<br />

XI.<br />

XII.<br />

XIII.<br />

XIV.<br />

Long term investments are stated at cost less provision for diminution in value, other than temporary. Current investments are stated<br />

at the lower of cost and fair value. Dividends are accounted for when the right to receive the dividend payment is established.<br />

Leases<br />

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets are classified as<br />

operating leases. Operating lease payments are recognised as an expense in the Profit and Loss Account on a straight-line basis over<br />

the lease term.<br />

Foreign Currency Translations<br />

(a)<br />

(b)<br />

(c)<br />

Monetary items denominated in foreign currency are translated at the exchange rate prevailing on the last day of the accounting<br />

year. In respect of items covered by forward contracts, the premium or discount arising at the inception of such a forward<br />

exchange contract is amortised as expense or income over the life of the contract. Any profit or loss arising on cancellation<br />

of such a forward exchange contract is recognised as income or expense for the period. Foreign currency transactions are<br />

accounted at the rate prevailing on the date of transaction.<br />

Non monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the<br />

exchange rate at the date of transaction.<br />

Income Tax<br />

Gain or loss arising out of translation/conversion is taken credit for or charged to the Profit and Loss Account.<br />

Income-tax expense comprises current tax and deferred tax charge or credit. The current tax is determined as the amount of tax<br />

payable in respect of the estimated taxable income for the year. The deferred tax charge or credit is recognised using prevailing<br />

enacted or substantively enacted tax rates. Where there is unabsorbed depreciation or carry forward losses, deferred tax assets are<br />

recognised only if there is virtual certainty of realisation of such assets. Other deferred tax assets are recognised only to the extent<br />

there is reasonable certainty of realisation in future. Deferred tax assets/liabilities are reviewed at each Balance Sheet date based on<br />

developments during the year and available case laws, to reassess realisation/liabilities.<br />

Contingencies/Provisions<br />

Provision is recognised when the Company has a present obligation as a result of past event; it is probable that an outflow of resources<br />

embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions<br />

except in respect of employee benefits are not discounted to its present value and are determined based on best estimate of the<br />

expenditure required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted<br />

to reflect the current best estimate. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying the<br />

economic benefit is remote.


48 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

2. Segment Information for the year ended 31st December, <strong>2009</strong> (As required by Accounting Standard (AS) – 17 Segment <strong>Report</strong>ing) :<br />

(a) The Company is organised into two primary business segments mainly :<br />

(i)<br />

(ii)<br />

Intermediates and Colours : Includes pigment dyestuffs and their dispersion, Intermediates for dyes, pesticides and<br />

pharmaceuticals and masterbatches for plastics and nylon fibers.<br />

Dyes and Specialty Chemicals : Includes dyestuff synthetic resins, binder materials, auxiliaries and chemicals.<br />

(b) The secondary segments of the Company are geographical segments mainly :<br />

(i)<br />

(ii)<br />

India<br />

Outside India<br />

(c)<br />

Segments have been identified and reported taking into account the nature of products and services, the differing risk and returns, the<br />

organisation structure, and the internal financial reporting system.<br />

(d) (i) Segment Revenue and Results :<br />

The expenses which are not directly attributable to the business segment are shown as unallocated corporate cost.<br />

(ii) Segment assets and liabilities :<br />

Segment assets include all operating assets used by the business segment and consist principally of fixed assets, debtors and<br />

inventories. Segment liabilities primarily include creditors and other liabilities.<br />

(iii)<br />

Assets and liabilities that cannot be allocated among the segments are shown as a part of unallocable corporate assets and<br />

liabilities respectively.<br />

Information about Primary Business Segments : (Contd.)<br />

Intermediates<br />

& Colours*<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

Dyes and<br />

Specialty<br />

Chemicals<br />

Total<br />

Intermediates<br />

& Colours*<br />

2008<br />

Rs. Lakhs<br />

Dyes and<br />

Specialty<br />

Chemicals<br />

Revenue (Net)<br />

External Sales/Revenue 39266.95 52867.18 92134.13 40169.07 51470.40 91639.47<br />

Results<br />

Segment Results 8477.04 10694.37 19171.41 4704.42 7026.57 11730.99<br />

Unallocated Corporate Expenses (Net) (801.51) (1144.24)<br />

Operating Profits 18369.90 10586.75<br />

Interest Income/Dividend income 491.10 343.23<br />

Interest Expenses (99.87) (153.38)<br />

Profit Before Exceptional Items and Taxation 18761.13 10776.60<br />

Exceptional Items (See note 23, Schedule 17) (2450.46) (48.00)<br />

Profit Before Taxation After Exceptional Items 16310.67 10728.60<br />

Current Tax/Deferred Tax (5427.34) (3613.71)<br />

Fringe benefit Tax (39.00) (118.50)<br />

Short provision for taxation in respect of earlier years (30.77) (248.09)<br />

Profit After Tax 10813.56 6748.30<br />

Other Information<br />

Segment Assets 19429.34 19802.95 39232.29 20989.52 21564.60 42554.12<br />

Unallocated Corporate Assets 16863.84 9036.84<br />

Total Assets 56096.13 51590.96<br />

Segment Liabilities 6597.21 8997.45 15594.66 4585.83 8026.18 12612.01<br />

Unallocated Corporate Liabilities 1817.98 1505.08<br />

Total Liabilities 17412.64 14117.09<br />

Total


Notes<br />

49<br />

Information about Primary Business Segments : (Contd.)<br />

Intermediates<br />

& Colours*<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

Dyes and<br />

Specialty<br />

Chemicals<br />

Total<br />

Intermediates<br />

& Colours*<br />

2008<br />

Rs. Lakhs<br />

Dyes and<br />

Specialty<br />

Chemicals<br />

Capital Expenditure 668.46 322.11 990.57 1413.84 1220.14 2633.98<br />

Unallocated Corporate Capital Expenditure 14.43 35.20<br />

Total Capital Expenditure 1005.00 2669.18<br />

Depreciation/Amortisation 1008.70 818.63 1827.33 1132.43 1032.82 2165.25<br />

Impairment of Fixed Assets 124.51 12.47 136.98 728.62 — 728.62<br />

Unallocated Corporate Depreciation 69.02 86.35<br />

Total Depreciation/Amortisation/Impairment 2033.33 2980.22<br />

Non Cash Expenses other than<br />

Depreciation/Amortisation/Impairment 61.72 63.93 125.65 541.04 296.07 837.11<br />

Unallocated Corporate Non Cash Expenses other<br />

than Depreciation/Amortisation/Impairment 64.28 33.20<br />

Total Non Cash Expenses other than<br />

Depreciation/Amortisation/Impairment 189.93 870.31<br />

Information about Secondary Segments :<br />

India<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

Outside<br />

India<br />

2008<br />

Rs. Lakhs<br />

Total India Outside<br />

India<br />

External Sales 75032.64 17101.49 92134.13 72991.30 18648.17 91639.47<br />

Segment Assets 35612.25 3620.04 39232.29 39578.46 2975.66 42554.12<br />

Additions to Fixed Assets 990.57 — 990.57 2633.98 — 2633.98<br />

Notes :<br />

1. Total Assets exclude the following :<br />

(a) Advance payment of Income Tax Rs. 1768.95 lakhs (Rs. 1648.55 lakhs)<br />

(b) Deferred Tax Assets (Net) Rs. 275.72 lakhs (Rs. Nil)<br />

2. Total Liabilities exclude the following :<br />

(a) Proposed Dividend Rs. 3999.11 lakhs (Rs. 5065.54 lakhs)<br />

(b) Corporate Tax on proposed dividend Rs. 679.65 lakhs (Rs. 860.89 lakhs)<br />

(c) Provision for Taxation Rs. 1270.15 lakhs (Rs. 1177.43 lakhs)<br />

(d) Deferred Tax Liability (Net) Rs. Nil (Rs. 254.94 lakhs)<br />

* Products hitherto reported under “Masterbatches” segment is now reported under “Intermediates & Colours” segment since the products are<br />

similar in nature.<br />

Total<br />

Total<br />

3. Related Party Disclosure as required by AS-18 “Related Party Disclosures” are given below :<br />

Relationship :<br />

(a) Holding Company :<br />

EBITO Chemiebeteiligungen AG, <strong>Clariant</strong> International AG and <strong>Clariant</strong> Participations AG, together hold 63.40% equity shares in the<br />

Company, the ultimate holding company being <strong>Clariant</strong> AG, Switzerland.<br />

(b) Subsidiary of the Company :<br />

The Company has subsidiary Chemtreat Composites India Pvt. Ltd. – 100% shareholding.


50 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

(c) Other related parties in the <strong>Clariant</strong> group where common control exists and with whom the company has transactions :<br />

Fellow Subsidiary Companies :<br />

<strong>Clariant</strong> (Argentina) SA<br />

<strong>Clariant</strong> Masterbatches (Italia) S.p.A.<br />

<strong>Clariant</strong> (Australia) Pty. Ltd.<br />

<strong>Clariant</strong> Masterbatches (Shanghai) Ltd.<br />

<strong>Clariant</strong> (Canada) Inc.<br />

<strong>Clariant</strong> Masterbatches (Thailand) Ltd.<br />

<strong>Clariant</strong> (China) Ltd.<br />

<strong>Clariant</strong> Masterbatches Benelux SA<br />

<strong>Clariant</strong> (Colombia) SA<br />

<strong>Clariant</strong> Masterbatches Huningue<br />

<strong>Clariant</strong> (Egypt) SAE<br />

<strong>Clariant</strong> Masterbatches Ireland Limited<br />

<strong>Clariant</strong> (Gulf) FZE<br />

<strong>Clariant</strong> Masterbatches Norden AB<br />

<strong>Clariant</strong> (Japan) K.K.<br />

<strong>Clariant</strong> Masterbatches UK Ltd.<br />

<strong>Clariant</strong> (Korea) Ltd.<br />

<strong>Clariant</strong> Oil Services UK Ltd.<br />

<strong>Clariant</strong> (Malaysia) Sdn Bhd<br />

<strong>Clariant</strong> Pigments (Korea) Ltd.<br />

<strong>Clariant</strong> (Maroc) S.A.<br />

<strong>Clariant</strong> Pigments (Tianjin) Ltd.<br />

<strong>Clariant</strong> (Mexico) S.A. de C.V.<br />

<strong>Clariant</strong> Prodotti (Italia) S.p.A.<br />

<strong>Clariant</strong> (Pakistan) Ltd.<br />

<strong>Clariant</strong> Production (France)<br />

<strong>Clariant</strong> (Singapore) Pte. Ltd.<br />

<strong>Clariant</strong> Production UK Ltd.<br />

<strong>Clariant</strong> (Thailand) Ltd.<br />

<strong>Clariant</strong> Produkte (Deutschland) GmbH<br />

<strong>Clariant</strong> (Tianjin) Ltd.<br />

<strong>Clariant</strong> Produkte (Schweiz) AG<br />

<strong>Clariant</strong> (Uruguay) SA<br />

<strong>Clariant</strong> S.A.<br />

<strong>Clariant</strong> Chemicals (China) Ltd.<br />

<strong>Clariant</strong> Southern Africa (Pty.) Ltd.<br />

<strong>Clariant</strong> Chemicals (Taiwan) Co., Ltd.<br />

<strong>Clariant</strong> Specialty Chemicals (Zhenjiang) Co., Ltd.<br />

<strong>Clariant</strong> Colorquímica (Chile) Ltd.<br />

<strong>Clariant</strong> Specialty Fine Chemicals (France)<br />

<strong>Clariant</strong> Corporation<br />

<strong>Clariant</strong> Trading (China) Ltd.<br />

<strong>Clariant</strong> Distribution UK Ltd.<br />

<strong>Clariant</strong> Venezuela, S.A.<br />

<strong>Clariant</strong> Distribuzione (Italia) S.p.A.<br />

Dick Peters B.V.<br />

<strong>Clariant</strong> Export AG<br />

K.J. Quinn<br />

<strong>Clariant</strong> Ibérica Producción S.A.<br />

PT <strong>Clariant</strong> Indonesia<br />

<strong>Clariant</strong> Masterbatch Ibérica S.A.<br />

<strong>Clariant</strong> (Türkiye) Boya ve Kimyevi Maddeler Sanayi ve Ticaret A.S.<br />

<strong>Clariant</strong> Masterbatches (Deutschland) GmbH<br />

(d) Key Management Personnel :<br />

H. Meier : Vice-Chairman & Managing Director (upto 31.12.<strong>2009</strong>)<br />

During the year following transactions were entered into with related parties : (Contd.)<br />

(i) Holding Company, Subsidiary Company and Fellow Subsidiaries : (Contd.)<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Holding Company :<br />

Transactions during the year :<br />

<strong>Clariant</strong> International AG<br />

Sale of goods 1501.15 1742.65<br />

Purchase of goods 9234.75 7673.84<br />

Services rendered 377.62 324.08<br />

Services received 699.34 644.13<br />

Dividend paid 1761.75 607.50<br />

Expenses recovered 1.51 19.46<br />

EBITO Chemiebeteiligungen AG<br />

Dividend Paid 2368.46 816.71<br />

<strong>Clariant</strong> Participations AG<br />

Dividend Paid 771.40 266.00<br />

Balances outstanding as at the year end :<br />

Amount payable 1142.51 984.03<br />

Amount receivable 449.12 676.53<br />

Subsidiary Company :<br />

Transactions during the year :<br />

Chemtreat Composites India Pvt. Ltd.<br />

Sale of goods — 0.41<br />

Sale of capital goods — 16.87<br />

Purchase of goods — 0.20<br />

Services rendered 115.94 115.00<br />

Loan given during the year 31.00 75.00<br />

Loan repaid during the year 1.00 —<br />

Amount receivable 688.35 709.47


Notes<br />

51<br />

During the year following transactions were entered into with related parties : (Contd.)<br />

(i) Holding Company, Subsidiary Company and Fellow Subsidiaries : (Contd.)<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Fellow Subsidiaries :<br />

Transactions during the year :<br />

Sale of goods<br />

<strong>Clariant</strong> Produkte (Deutschland) GmbH 1419.66 2338.86<br />

<strong>Clariant</strong> Corporation 1157.42 2158.91<br />

<strong>Clariant</strong> (China) Ltd. 2895.33 1524.41<br />

PT <strong>Clariant</strong> Indonesia 1170.42 811.89<br />

Others 4369.00 3944.64<br />

Purchase of goods<br />

<strong>Clariant</strong> (Tianjin) Ltd. 51.95 170.67<br />

<strong>Clariant</strong> (China) Ltd. 771.38 1008.24<br />

<strong>Clariant</strong> Corporation 44.82 127.58<br />

Others 474.29 211.87<br />

Purchase of capital goods<br />

<strong>Clariant</strong> Masterbatches (Deutschland) GmbH 5.27 170.08<br />

<strong>Clariant</strong> Masterbatches (Italia) S.p.A. 10.00 23.34<br />

<strong>Clariant</strong> Production UK Ltd. 2.97 —<br />

Sale of capital goods<br />

<strong>Clariant</strong> Produkte (Deutschland) GmbH 50.47 —<br />

Services rendered and others<br />

<strong>Clariant</strong> Export AG 308.38 283.67<br />

<strong>Clariant</strong> Produkte (Deutschland) GmbH 0.54 70.55<br />

Others 40.52 44.70<br />

Expenses recovered<br />

<strong>Clariant</strong> Produkte (Deutschland) GmbH — 4.49<br />

PT <strong>Clariant</strong> Indonesia 0.22 —<br />

<strong>Clariant</strong> (Singapore) Pte. Ltd. 0.05 —<br />

Others — 0.78<br />

Services received and others<br />

PT <strong>Clariant</strong> Indonesia 18.49 8.19<br />

<strong>Clariant</strong> (Singapore) Pte. Ltd. 20.67 29.65<br />

<strong>Clariant</strong> Southern Africa (Pty.) Ltd. 27.35 8.86<br />

<strong>Clariant</strong> Produkte (Deutschland) GmbH — 8.93<br />

<strong>Clariant</strong> S.A. — 10.51<br />

<strong>Clariant</strong> (Gulf) FZE 11.37 2.77<br />

Others 16.55 17.83<br />

Expenses reimbursed<br />

PT <strong>Clariant</strong> Indonesia 0.76 —<br />

<strong>Clariant</strong> (Malaysia) Sdn Bhd 1.63 —<br />

Balances outstanding as at the year end :<br />

Amount payable 424.20 520.37<br />

Amount receivable 2453.27 1441.32<br />

(ii) Key Management Personnel :<br />

Remuneration 217.09 164.97<br />

Payable balance 67.58 26.75


52 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

4. Contingent liabilities not provided for :<br />

31-12-<strong>2009</strong><br />

Rs. Lakhs<br />

31-12-2008<br />

Rs. Lakhs<br />

I. (a) in respect of income tax matters<br />

decided against the Company, in respect of which the Company is in further appeal 1458.40 856.16<br />

decided in favour of the Company against which the department is in appeal 14.78 14.78<br />

(b) in respect of sales tax matters 578.58 494.22<br />

(c) in respect of excise matters 448.03 455.66<br />

(d) in respect of bills of exchange discounted with banks<br />

1119.58 29.60<br />

[since realised Rs. 778.63 lakhs (Rs. 17.73 lakhs)]<br />

(e) Other matters in dispute 2.25 2.25<br />

(f) Disputed Labour matters – Amount not ascertained<br />

In respect of items (a) to (c), (e) & (f) future cash outflows in respect of contingent liabilities is determinable only on receipt of judgements<br />

pending at various forums/authorities.<br />

II. On 15th February 2005, the Company had received an order of the Tahsildar, Thane demanding Rs. 120.70 lakhs for the lease of land to<br />

Thane Municipal Corporation, Fire Brigade and Maharashtra State Electricity Board without obtaining prior permission in writing against<br />

which the Company had filed a writ petition on 23rd February 2005 before the Bombay High Court. The Hon’ble High Court has granted<br />

interim stay in terms of the petition on 14th July 2005.<br />

31-12-<strong>2009</strong><br />

Rs. Lakhs<br />

31-12-2008<br />

Rs. Lakhs<br />

5. Estimated amount of contracts remaining to be executed on capital account and not<br />

provided for 134.25 148.31<br />

6. Deferred Taxes :<br />

The major components of deferred tax assets and deferred tax liabilities are set out below :<br />

31-12-<strong>2009</strong><br />

Rs. Lakhs<br />

31-12-2008<br />

Rs. Lakhs<br />

Deferred Tax Assets<br />

(a) Provision for doubtful debts 105.50 95.50<br />

(b) Provision for retirement benefits 215.89 327.47<br />

(c) Expenses allowable for tax purposes when paid 53.54 53.54<br />

(d) Integration expenses 15.74 78.70<br />

(e) Payment/Provision for Voluntary retirement scheme 1184.64 552.46<br />

(f) Others — 1.23<br />

1575.31 1108.90<br />

Deferred Tax Liabilities<br />

Depreciation/Amortisation/Impairment (1299.59) (1363.84)<br />

Deferred Tax Assets/(Liabilities) – Net 275.72 (254.94)<br />

7. Disclosure required under the Micro, Small and Medium Enterprises Development<br />

Act, 2006 (the Act) are given as follows :<br />

31-12-<strong>2009</strong><br />

Rs. Lakhs<br />

31-12-2008<br />

Rs. Lakhs<br />

(a) Principal amount due 361.14 82.25<br />

Interest due on the above — —<br />

(b) Interest paid during the year beyond the appointed day — —<br />

(c) Amount of interest due and payable for the period of delay in making payment without<br />

adding the interest specified under the Act — —<br />

(d) Amount of interest accrued and remaining unpaid at the end of the year — —<br />

(e) Amount of further interest remaining due and payable even in the succeeding years,<br />

untill such date when the interest dues as above are actually paid to the small<br />

enterprise for the purpose of disallowance as a deductible expenditure under<br />

Section 23 of the Act — —<br />

The above information and that given in Schedule-10 ‘Current Liabilities’ regarding micro<br />

enterprises and small enterprises has been determined on the basis of information available<br />

with the Company. This has been relied upon by the auditors. No Interest has been accrued<br />

for delayed payments, if any.


Notes<br />

53<br />

8. Disclosure in respect of Derivative Instruments :<br />

The Company uses Forward Exchange Contracts to hedge its exposure in foreign currency. The information on derivative instruments is as follows :<br />

(a)<br />

(b)<br />

Amount in<br />

foreign currency<br />

31-12-<strong>2009</strong> 31-12-2008<br />

Amount Amount in<br />

Rs. Lakhs foreign currency<br />

Amount<br />

Rs. Lakhs<br />

Forward Exchange Contracts outstanding as at<br />

Currency<br />

USD/INR (Sale) 750000 350.53 500000 251.03<br />

EUR/INR (Purchase) 200000 135.60 — —<br />

Foreign currency exposures not covered by a derivative<br />

instrument<br />

(i) Amount receivable on account of export of goods and services :<br />

Currency<br />

USD 7195779 3354.49 5653335 2743.73<br />

EUR 207550 139.49 124555 85.12<br />

CHF 278569 126.06 320046 146.81<br />

3620.04 2975.66<br />

(ii) Amount payable on account of import of goods and services :<br />

Currency<br />

USD 1813887 843.96 2366286 1144.07<br />

EUR 1598195 1074.12 1618387 1106.89<br />

CHF 352103 159.33 337817 154.96<br />

GBP — — 14742 10.38<br />

2077.41 2416.30<br />

9. (a) Amount paid/payable by the Company to Directors (including Managing Director) as remuneration for services rendered<br />

in any capacity :<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Directors’ sitting fees 1.45 0.90<br />

Salaries 137.76 136.17<br />

Commission 36.75 34.75*<br />

Compensation for loss of office 40.83 —<br />

Provident fund 11.35 1.89<br />

Other perquisites and benefits in cash or in kind 0.40 0.16<br />

228.54 173.87<br />

* Actual paid during the year Rs. 25.49 lakhs and Rs. 9.26 lakhs reversed during the year.<br />

(b) Computation of net profit for commission payable to the Directors in accordance with Section 198 of the Companies<br />

Act, 1956 :<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Profit after tax as per profit and loss account 10813.56 6748.30<br />

Add : Provision for taxation-Net 5497.11 3980.30<br />

Managerial remuneration 228.54 173.87<br />

Wealth tax 2.50 5.00<br />

Voluntary retirement scheme compensation 2810.46 48.00<br />

Impairment of fixed assets 136.98 728.62<br />

Provision for doubtful debts/advances (net) 29.39 200.11<br />

8704.98 5135.90<br />

19518.54 11884.20<br />

Less : Profit on sale of investments 0.21 0.29<br />

Income from sale of flexible laminating adhesives business 360.00 —<br />

Capital Profit on sale of fixed assets 48.88 9.93<br />

409.09 10.22<br />

Net profit as per Section 198 19109.45 11873.98<br />

Commission :<br />

To Vice-Chairman & Managing Director<br />

Restricted to sum as determined by the Board of Directors. 26.75 26.75*<br />

To Directors who are not in whole-time employment of the Company @ 1% of net profit<br />

i.e. Rs. 191.09 lakhs (Rs. 118.74 lakhs)<br />

Restricted to sum as determined by the Board of Directors. 10.00 8.00<br />

36.75 34.75<br />

* Actual paid during the year Rs. 17.49 lakhs


54 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

10. Capacities and production :<br />

<strong>2009</strong> 2008<br />

Class of goods<br />

<strong>Annual</strong><br />

Installed<br />

<strong>Annual</strong><br />

Installed<br />

Capacity Production<br />

Capacity Production<br />

M. Tonnes # M. Tonnes * # M. Tonnes # M. Tonnes * #<br />

(a) Intermediates and Colours 28027 15690 29455 20934<br />

(b) Dyes and Specialty Chemicals 66660 50201 63070 42979<br />

* Excluding captive consumption<br />

# At different concentrations<br />

Notes :<br />

1. The classification between the class of goods and the installed capacities have been certified by the Vice-Chairman & Managing<br />

Director on which the auditors have placed reliance, this being a technical matter.<br />

2. Licensed capacity per annum not indicated due to the abolition of Industrial Licenses as per Notification No. 477(E) dated 25th July, 1991<br />

issued under The Industries (Development and Regulations) Act, 1951.<br />

11. Purchase of finished goods :<br />

<strong>2009</strong> 2008<br />

Class of goods Quantity Value Quantity Value<br />

M. Tonnes * Rs. Lakhs M. Tonnes * Rs. Lakhs<br />

Trading Items :<br />

Dyes, Chemicals, Pigments, Masterbatches, etc. 7241 12133.72 7528 13003.39<br />

* Includes 532 M. Tonnes (797 M. Tonnes) used for captive consumption.<br />

12. Raw materials consumed :<br />

<strong>2009</strong> 2008<br />

Quantity Value Quantity Value<br />

M. Tonnes Rs. Lakhs M. Tonnes Rs. Lakhs<br />

(a) Acetic acid glacial 9777 2741.79 9831 3139.24<br />

(b) Others (None of the items individually<br />

35708.40 38909.28<br />

exceed 10% of the total value of raw<br />

materials consumed)<br />

38450.19 42048.52<br />

Note : Raw materials consumed have been arrived at after write down of certain items and excess/shortage on physical verification.<br />

13. Consumption of raw materials :<br />

<strong>2009</strong> 2008<br />

% of total Value % of total Value<br />

Consumption Rs. Lakhs Consumption Rs. Lakhs<br />

(a) Raw materials :<br />

Imported 33.70 12956.32 31.79 13365.31<br />

Indigenous 66.30 25493.87 68.21 28683.21<br />

100.00 38450.19 100.00 42048.52<br />

(b) Components and spare parts referred to in Paragraph 4D (c) of Schedule VI of the Companies Act, 1956 are assumed to be incorporated<br />

in the goods produced and not those used for maintenance of plant and machinery.<br />

14. Sales, Opening and Closing Stock :<br />

Class of goods Opening Stock Closing Stock Sales (inclusive of<br />

excise duty)<br />

Quantity<br />

M. Tonnes<br />

Value<br />

Rs. Lakhs<br />

Quantity<br />

M. Tonnes<br />

Value<br />

Rs. Lakhs<br />

Quantity<br />

M. Tonnes<br />

Value<br />

Rs. Lakhs<br />

(a) Intermediates and Colours 777 2774.40 564 1651.62 15903 39838.43<br />

(770) (2382.95) (777) (2774.40) (20927) (43478.44)<br />

(b) Dyes and Specialty Chemicals 1617 1458.51 1860 1265.37 49958 42855.95<br />

(2903) (2327.94) (1617) (1458.51) (44265) (40773.80)<br />

(c) Trading items (including dyes, chemicals,<br />

pigments, masterbatches, etc.) 828 1485.72 889 1505.92 6648 14627.86<br />

(1171) (1914.75) (828) (1485.72) (7074) (15893.10)<br />

5718.63 4422.91 97322.24<br />

(6625.64) (5718.63) (100145.34)


Notes<br />

55<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

15. Earnings per share :<br />

(a) Net profit after taxation 10813.56 6748.30<br />

(b) Number of equity shares outstanding 26660745 26660745<br />

(c) Basic and Diluted earnings per share (Rupees) 40.56 25.31<br />

(d) Face value per share (Rupees) 10.00 10.00<br />

16. Assets taken on lease on or after 1st April, 2001 :<br />

(a) In respect of operating leases, where lease agreements have been formally entered into,<br />

lease payments recognised in the profit and loss account for the year are as follows.<br />

Office premises, vehicles and computers 382.43 377.91<br />

(b) There are no restrictions such as those concerning dividends, additional debt and further<br />

leasing, imposed by the lease agreements entered into by the Company.<br />

(c) Contingent rent payments in respect of vehicles are dependent upon the excess of<br />

actual usage, if any, over stipulated usage.<br />

(d) The total of future minimum lease payments under non-cancellable operating leases are<br />

as follows :<br />

For a period not later than one year 285.05 326.65<br />

For a period later than one year and not later than five years 254.37 343.68<br />

Total 539.42 670.33<br />

17. Expenditure on Research and Development :<br />

(a) Capital expenditure 3.36 9.93<br />

(b) Revenue expenditure charged to profit and loss account 224.20 323.29<br />

227.56 333.22<br />

18. Miscellaneous Expenses in Schedule 16 : Other expenditure include :<br />

Auditors’ remuneration and expenses : (Excluding Service tax)<br />

(a) Audit fees 22.00 22.00<br />

(b) Company law matters 0.15 —<br />

(c) Taxation services 0.23 —<br />

(d) Other services 28.20 32.25<br />

(e) Out-of-pocket expenses 0.45 0.11<br />

51.03 54.36<br />

19. Value of imports (C.I.F.) :<br />

(a) Raw materials and trading items 16908.62 19144.01<br />

(b) Components and spare parts 10.87 11.28<br />

(c) Capital goods 104.49 394.19<br />

20. Expenditure in foreign currency (subject to deduction of tax where applicable) :<br />

(a) Commission 177.65 142.98<br />

(b) Interest 6.58 57.22<br />

(c) Others (includes exchange loss) 1579.68 1483.83<br />

21. Remittance in foreign currency on account of dividend :<br />

Number of non-resident shareholders where direct remittances have been made by the Company 3 3<br />

Number of shares on which dividend is remitted 16902080 16902080<br />

Year to which dividend relates<br />

<strong>2009</strong> (Interim) 1690.21 —<br />

2008 (Final) 3211.40 —<br />

2007 (Final) — 1690.21<br />

22. Earnings in foreign exchange :<br />

(a) Exports (F.O.B.) 16612.73 18185.95<br />

(b) Know-how 132.71 155.09<br />

(c) Sale of capital goods 50.47 —<br />

(d) Others (insurance, freight, commission, claims, exchange gain etc.) 1268.50 1392.98<br />

23. Exceptional items in Profit & Loss Account include :<br />

Termination benefits to Employees 2810.46 48.00<br />

Income from sale of flexible laminating adhesives business (360.00) —<br />

2450.46 48.00


56 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

24. Employee Benefits :<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Funded Unfunded Funded Unfunded<br />

(a) Defined benefit Plans - As per Actuarial valuation as on December 31, <strong>2009</strong> :<br />

Gratuity<br />

(i) Expenses recognised in the statement of Profit and Loss Account for the year<br />

1. Current service cost 181.10 4.17 190.63 4.36<br />

2. Interest cost 178.36 6.86 142.81 6.01<br />

3. Expected return on plan assets (204.25) — (194.58) —<br />

4. Net actuarial (gain)/loss recognised during the year (133.86) 4.54 234.40 (5.81)<br />

5. Expense/(Income) recognised in profit & loss account 21.35 15.57 373.26 4.56<br />

[Gratuity expense/(income) have been recognised in Contribution/<br />

Provision for provident fund, superannuation scheme, gratuity fund<br />

etc. in “Personnel Cost” under Schedule 14]<br />

(ii) Actual return on plan assets for the year<br />

1. Expected return on plan assets 204.25 — 194.58 —<br />

2. Actuarial gain/(loss) on plan assets (38.87) — 39.51 —<br />

3. Actual return on plan assets 165.38 — 234.09 —<br />

(iii) Net Asset/(Liability) recognised in the Balance Sheet as at the year end<br />

1. Present value of the defined benefit obligation 2342.20 69.21 2940.12 84.42<br />

2. Fair value of plan assets 2141.47 — 2553.09 —<br />

3. Net Asset/(Liability) recognised in the balance sheet (200.73) (69.21) (387.03) (84.42)<br />

(iv) Change in defined benefit obligation during the year<br />

1. Present value of obligation at the beginning of the year 2940.12 84.42 2551.45 80.18<br />

2. Current service cost 181.10 4.17 190.63 4.36<br />

3. Interest cost 178.36 6.86 142.81 6.01<br />

4. Benefits paid (784.65) (30.78) (218.68) (0.32)<br />

5. Actuarial (gain)/loss on obligation (172.73) 4.54 273.91 (5.81)<br />

6. Present value of obligation as at the end of the year 2342.20 69.21 2940.12 84.42<br />

(v) Changes in fair value of plan asset during the year<br />

1. Fair value of plan assets as at the beginning of the year 2553.09 — 2432.22 —<br />

2. Expected return on plan assets 204.25 — 194.58 —<br />

3. Contributions made 207.65 — 105.46 —<br />

4. Benefits paid (784.65) — (218.68) —<br />

5. Actuarial gain/(loss) on plan assets (38.87) — 39.51 —<br />

6. Fair value of plan assets as at the end of the year 2141.47 — 2553.09 —<br />

(vi) Major categories of Plan Assets as a percentage of total plan assets<br />

1. Central government securities 29.64% — 24.84% —<br />

2. State government securities 12.32% — 10.03% —<br />

3. Private sector bonds 20.90% — 15.21% —<br />

4. Special deposit scheme 25.54% — 21.69% —<br />

5. Cash at bank 1.15% — 1.10% —<br />

6. Investment in insurance companies 22.06% — 22.67% —<br />

7. Others (11.61%) — 4.46% —<br />

(vii) Actuarial assumptions<br />

1. Discount rate 8.0% 8.0% 7.0% 7.0%<br />

2. Expected Rate of return on plan assets 8.0% — 8.0% —<br />

3. Salary escalation 4.0%-6.0% 4.0%-6.0% 4.0%-6.0% 4.0%-6.0%<br />

(viii) Experience adjustments<br />

1. Experience adjustments on plan assets (38.87) — — —<br />

2. Experience adjustments on plan liabilities (49.77) 4.54 — —


Notes<br />

57<br />

24. Employee Benefits : (Contd.)<br />

(a)<br />

Defined benefit Plans - As per Actuarial valuation as on December 31, <strong>2009</strong> : (Contd.)<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Other long term benefits<br />

The defined benefit obligations which are provided for but not funded are as under :<br />

Compensated Absence/Leave Salary 365.02 491.71<br />

(b) Gratuity is administered through duly constituted and approved independent trusts and<br />

also through Group gratuity scheme with Life Insurance Corporation of India<br />

(c) Future salary increases considered in acturial valuation take in to account inflation,<br />

seniority, promotion and other relevant factors, such as supply and demand in the<br />

employment market<br />

(d) Basis used to determine expected rate of return on plan assets :<br />

The expected rate of return on plan assets is based on market expectation, at the<br />

beginning of the year, for returns over the entire life of the related obligation.<br />

(e) Accounting standard 15 (Revised 2005) "Employee Benefits" requires the disclosure of<br />

experience adjustments for past four years, however, the information is given only for the<br />

current year.<br />

(f) During the year the Company has recognised the following amounts in the Profit & Loss<br />

account in Schedule 14 :<br />

Salaries, wages, bonus includes compensated absences 49.17 93.02<br />

Contribution/Provision for provident fund, superannuation scheme, gratuity fund etc. includes :<br />

Provident Fund & Family Pension 275.30 278.81<br />

Superannuation Fund 239.24 370.57<br />

Gratuity Fund 36.92 377.82<br />

Other funds 0.49 1.00<br />

25. Advances and loans to the subsidiary of Rs. 688.35 lakhs (Rs. 709.47 lakhs) is due from Chemtreat Composites India Private Ltd. Maximum<br />

amount due during the year Rs. 750.22 lakhs (Rs. 786.22 lakhs). This amount is interest free and repayable on demand.<br />

26. The Company has entered into an agreement with Laxmi Organic Industries Ltd. on May 15, <strong>2009</strong> for the sale of its business of Diketene and<br />

downstream intermediate products together with removable plant and equipment. On receipt of full consideration, the transaction has been<br />

concluded in January 2010.<br />

27. Figures for the previous year have been regrouped wherever necessary to conform to the current year’s classification.<br />

28. The figures in brackets are those in respect of the previous accounting year.<br />

For and on behalf of the Board<br />

R. A. Shah Chairman<br />

P. Palm Vice-Chairman & Managing Director<br />

Diwan A. Nanda Director<br />

B. L. Gaggar Director Finance & Company Secretary<br />

Mumbai, 19th February, 2010


58 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Statement pursuant to Part IV of Schedule VI to The Companies Act, 1956<br />

Balance Sheet Abstract and Company’s General Business Profile<br />

I. Registration Details<br />

II.<br />

III.<br />

IV.<br />

Registration No. 1 1 – 1 0 8 0 6 State Code 1 1<br />

Balance Sheet Date 3 1 – 1 2 – 2 0 0 9<br />

Date Month Year<br />

Capital raised during the year (Amount in Rs. Thousands)<br />

Public Issue N I L Right Issue N I L<br />

Bonus Issue N I L Private Placement N I L<br />

Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)<br />

Total Liabilities* 5 8 1 4 0 8 0 Total Assets 5 8 1 4 0 8 0<br />

Sources of Funds<br />

Paid-up Capital 2 6 6 6 0 7 Reserves and Surplus 3 2 1 1 3 1 8<br />

Secured Loans N I L Unsecured Loans 2 0 4 7 8<br />

Application of Funds<br />

Net Fixed Assets 1 5 2 7 3 3 6 Investments 1 2 4 4 9 9 5<br />

Net Current Assets** 7 2 6 0 7 2 Miscellaneous Expenditure N I L<br />

Accumulated Losses N I L<br />

*Including Shareholder’s funds ** Includes Deferred tax Assets (net) Rs. 27572<br />

Performance of Company (Amount in Rs. Thousands)<br />

Turnover (Gross Revenue) @ 9 4 7 6 4 9 5 Total Expenditure 7 8 4 5 4 2 8<br />

@ Includes Other Income Rs. 263082<br />

+ – Profit Before Tax + – Profit After Tax<br />

P 1 6 3 1 0 6 7 P 1 0 8 1 3 5 6<br />

Earnings Per Share in Rs.** 4 0 . 5 6 Dividend Rate % 2 5 0<br />

** Earnings per share has been computed by dividing profit after tax by the total number of issued equity shares as at the year end.<br />

V. Generic Names of Three Principal Products of Company<br />

Item Code No. 3 2 0 4 1 7 . 5 1<br />

Product Description H O S T A P E R M G R E E N G N X<br />

Item Code No. 2 9 2 4 1 0 . 1 9<br />

Product Description A C E T O A C E T M O N O M E T H Y L A M I D E 7 0 %<br />

Item Code No. 2 9 1 5 9 0 . 0 0<br />

Product Description A C E T O A C E T I C M E T H Y L E S T E R<br />

Statement Pursuant to Section 212 of the Companies Act, 1956<br />

For and on behalf of the Board<br />

R. A. Shah Chairman<br />

P. Palm Vice-Chairman & Managing Director<br />

Diwan A. Nanda<br />

Director<br />

B. L. Gaggar Director Finance & Company Secretary<br />

Mumbai, 19th February, 2010<br />

Name of the Subsidiary Company<br />

Chemtreat Composites India Private Limited<br />

1. Financial year of the Subsidiary Company January <strong>2009</strong> – December <strong>2009</strong><br />

2. Total issued and paid-up Share Capital of the Subsidiary Company<br />

(a) Issued 500,000 equity shares of Rs. 10/- each<br />

(b) Subscribed and Paid-up 500,000 equity shares of Rs. 10/- each<br />

3. Extent of Interest of <strong>Clariant</strong> Chemicals (India) Limited at the end of the financial year 100%<br />

4. Net aggregate amount of profits (Loss) of the Subsidiary Company not dealt with in the<br />

accounts of the <strong>Clariant</strong> Chemical (India) Limited<br />

(a) for the current financial year Rs. (52.39) Lakhs<br />

(b) for the previous financial years Rs. 10.92 Lakhs<br />

For and on behalf of the Board<br />

R. A. Shah Chairman<br />

P. Palm Vice-Chairman & Managing Director<br />

Diwan A. Nanda<br />

Director<br />

B. L. Gaggar Director Finance & Company Secretary<br />

Mumbai, 19th February, 2010


Chemtreat Composites India Private Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

59<br />

Directors‘ <strong>Report</strong><br />

Annexure to Directors‘ <strong>Report</strong><br />

Your directors are pleased to present the 23rd annual report and audited statement of accodunts<br />

for the year ended December 31, <strong>2009</strong>.<br />

Financial Results<br />

The financial performance of the Company for the year ended December 31, <strong>2009</strong> is summarized<br />

below:<br />

Rs. ‘000<br />

<strong>2009</strong> 2008<br />

Revenue 33,086 40,707<br />

Expenditure (38,325) (50,859)<br />

Loss before taxation (5,239) (10,152)<br />

Less: Provision for taxation (incl. deferred tax) – (6,345)<br />

Loss after tax (5,239) (3,807)<br />

Add: Balance brought forward from previous year 1,092 4,899<br />

Balance carried forward to balance sheet (4,147) 1,092<br />

Review of Operations<br />

The Company is a 100% Export Oriented Unit. The global economic & financial crisis<br />

affected the Company’s performance. Sales were down at Rs. 298.5 Lakhs as against<br />

Rs. 384.9 Lakhs in the previous year.<br />

However, the Company continued its efforts of exploring new markets and succeeded in<br />

establishing new market segments in India and Australia.<br />

Dividend<br />

The Board has not recommended any dividend for the year.<br />

Particulars of Employees<br />

There are no employees in respect of whom information pursuant to section 217(2A) of the<br />

Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as<br />

amended.<br />

Directors<br />

Mr. Dominik Strebel resigned with effect from February 20, <strong>2009</strong> and Mr. Walter Kindler was<br />

appointed in his place. Mr. Heiner Meier , Mr. Walter Kindler and Mr. B L Gaggar were the<br />

Directors of the Company as on December 31, <strong>2009</strong>.<br />

Mr. Heiner Meier resigned with effect from January 1, 2010 and Mr. Peter Palm was appointed<br />

in his place. Mr. Walter Kindler resigned with effect from January 1, 2010 and Dr. H. Schloemer<br />

was appointed in his place.<br />

Directors’ Responsibility Statement<br />

In terms of section 217 (2AA) of the Companies Act, 1956 your directors confirm that:<br />

(a) in the preparation of the annual accounts, the applicable accounting standards have been<br />

followed;<br />

(b) they have selected such accounting policies and applied them consistently and made<br />

judgments and estimates that are reasonable and prudent so as to give a true and fair view of<br />

the state of affairs of the Company as at December 31, <strong>2009</strong> and of the loss of the Company<br />

for that year;<br />

(c) they have taken proper and sufficient care for the maintenance of adequate accounting<br />

records in accordance with the provisions of the Companies Act, 1956 for safeguarding the<br />

assets of the Company and for preventing and detecting fraud and other irregularities.<br />

(d) they have prepared the annual accounts on a going concern basis.<br />

Conservation of Energy, Research and Development, Technology Absorption,<br />

Foreign Exchange Earnings and Outgo<br />

Information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies<br />

(Disclosure of Particulars in the <strong>Report</strong> of Board of Directors) Rules, 1988 is annexed hereto and<br />

forms part of the report.<br />

Auditors<br />

M/s. Deloitte Haskins & Sells, Chartered Accountants, retire at the conclusion of the ensuing<br />

<strong>Annual</strong> General Meeting and being eligible offers themselves for re-appointment.<br />

For and on behalf of the Board of Directors<br />

P. Palm B. L. Gaggar<br />

Mumbai, February 19, 2010 Director Director<br />

Information as per section 217(1)(e) read with Companies (Disclosure of Particulars in the <strong>Report</strong><br />

of Board of Directors) Rules, 1988 and forming part of the Directors' report for the year ended<br />

December 31, <strong>2009</strong>.<br />

FORM-A<br />

Particulars with respect to conservation of energy<br />

A. Power and fuel consumption:<br />

1. Electricity:<br />

(a) Purchased:<br />

<strong>2009</strong> 2008<br />

Units (in ‘000 KwH) 327 278<br />

Total amount (Rs. Lakhs) 17.66 14.87<br />

Rate per Unit (Rs.) 5.39 5.35<br />

(b) Own Generation:<br />

(i)<br />

Through diesel generator<br />

Units (in ‘000 KwH) 6.99 20.89<br />

Units per Litre of diesel oil 1.49 1.67<br />

Cost per Unit (Rs.) 23.75 22.57<br />

(ii) Through Steam turbine/generator Nil Nil<br />

2. Furnace Oil (including L.S.H.S.)<br />

Quantity (MT) 9.05 14.02<br />

Total Cost (Rs. Lakhs) 3.21 5.32<br />

Average rate (Rs. per Kg.) 35.47 37.97<br />

3. Other internal generation Nil Nil<br />

B. Consumption per unit of production:<br />

The Company manufactures a wide variety of products. The products before reaching the<br />

finished final stage pass through various operations in the different plants. It is, therefore,<br />

not feasible to furnish the information in respect of consumption per unit of production.<br />

FORM-B<br />

Form of disclosure of particulars with respect to Technology Absorption, Research &<br />

Development (R&D)<br />

Research & Development<br />

1. Specific Areas in which R&D carried out : Development of the pigmented polysilazane<br />

by the Company<br />

and chrome replacement coatings.<br />

2. Benefits derived as a result of the above : Introduction of new products for Indian<br />

R & D<br />

Railways & automotive industry.<br />

3. Future plan of action : Development of various coatings colours for<br />

Indian Railways and chrome replacement<br />

coatings for automotive parts.<br />

Technology absorption, adaptation and innovation:<br />

1. Efforts, in brief, made towards technology : New synthesis are successfully adopted &<br />

absorption, adaptation and innovation scaled up with Group Support.<br />

2. Benefits derived as a result of the above : The new products can be used as high quality<br />

efforts, e.g. product improvement, cost chemicals in pharma applications.<br />

reduction, product development, import<br />

substitution etc.<br />

3. In case of imported technology (imported :<br />

during the last 5 years reckoned from the<br />

beginning of the financial year), following<br />

information may be furnished<br />

(a) Technology imported : Polysilazanes manufacture and formulations<br />

(b) Year of import : 2006<br />

(c) Has technology been fully<br />

absorbed<br />

Foreign Exchange Earnings and<br />

Outgo<br />

: Formulations technology transfer was<br />

successfully adopted and standardized in<br />

2007.<br />

: Refer Schedule 14: of Notes to Accounts Item<br />

Nos. 14 to 16<br />

For and on behalf of the Board of Directors<br />

P. Palm B. L. Gaggar<br />

Mumbai, February 19, 2010 Director Director


60 Chemtreat Composites India Private Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Auditors‘ <strong>Report</strong><br />

To the Members of Chemtreat Composites India Private<br />

Limited<br />

1. We have audited the attached Balance Sheet of Chemtreat Composites India Private<br />

Limited as at December 31, <strong>2009</strong>, and also the Profit and Loss Account and the Cash Flow<br />

Statement for the year ended on that date annexed thereto. These financial statements are<br />

the responsibility of the Company’s management. Our responsibility is to express an opinion<br />

on these financial statements based on our audit.<br />

2. We conducted our audit in accordance with auditing standards generally accepted in India.<br />

Those Standards require that we plan and perform the audit to obtain reasonable assurance<br />

about whether the financial statements are free of material misstatement. An audit includes<br />

examining on test basis, evidence supporting the amounts and disclosure in the financial<br />

statements. An audit also includes assessing the accounting principles used and significant<br />

estimates made by the management, as well as evaluating the overall financial statement<br />

presentation. We believe that our audit provides a reasonable basis for our opinion.<br />

3. As required by the Companies (Auditor’s <strong>Report</strong>) Order, 2003, (‘the Order’) issued by the<br />

Central Government of India in terms of sub- section (4A) of Section 227 of the Companies<br />

Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4<br />

and 5 of the said Order to the extent applicable to the Company.<br />

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:<br />

(a) we have obtained all the information and explanation, which to the best of our knowledge<br />

and belief were necessary for the purposes of our audit;<br />

(b) in our opinion, proper books of account as required by law have been kept by the<br />

Company, so far as appears from our examination of the books;<br />

(c) the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by<br />

this report are in agreement with the books of accounts;<br />

(d) in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement<br />

dealt with by this report comply with the Accounting Standards referred to in<br />

sub-section (3C) of Section 211 of the Companies Act, 1956;<br />

(e) on the basis of the written representations received from the directors, as on<br />

December 31, <strong>2009</strong>, and taken on record by Board of Directors, we report that<br />

none of the directors of the Company are disqualified as on December 31, <strong>2009</strong><br />

from being appointed as director, in terms of clause (g) of sub-section (1) of<br />

Section 274 of the Companies Act, 1956; and<br />

(f) in our opinion and to the best of our information and according to the explanations<br />

given to us, the said accounts give the information required by the Companies<br />

Act, 1956, in the manner so required and give a true and fair view in conformity with the<br />

accounting principles generally accepted in India:<br />

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at<br />

December 31, <strong>2009</strong>;<br />

(ii) in the case of the Profit and Loss Account, of the loss of the Company for the year<br />

ended on that date; and<br />

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that<br />

date.<br />

For Deloitte Haskins & Sells<br />

Chartered Accountants<br />

Registration No. 117365W<br />

A. C. Khanna<br />

Place : Mumbai<br />

Partner<br />

Date : 19th February, 2010 Membership No.: 17814<br />

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS’ REPORT TO THE<br />

MEMBERS OF CHEMTREAT COMPOSITES INDIA PRIVATE LIMITED ON THE FINANCIAL<br />

STATEMENTS FOR THE YEAR ENDED DECEMBER 31, <strong>2009</strong><br />

(i) (a) The Company has maintained proper records showing full particulars including<br />

quantitative details and situation of fixed assets.<br />

(b) The Company has a programme of physical verification of Fixed assets. As per the said<br />

programme, certain assets were physically verified during the last year. In our opinion,<br />

the frequency of verification is reasonable having regard to the size of the Company<br />

and the nature of its assets. According to the information and explanations given to<br />

us, no material discrepancies were noticed on such verification.<br />

(c) As per information and explanations given to us, there are no fixed assets disposed<br />

off during the year. Therefore, the provisions of clause 4 (i)(c) of the Order are not<br />

applicable to the Company.<br />

(ii) (a) The Inventories have been physically verified during the year by the management. In<br />

our opinion, the frequency of verification is reasonable.<br />

(b) In our opinion, the procedures of physical verification of the inventories followed by<br />

the management are reasonable and adequate in relation to the size of the Company<br />

and the nature of its business.<br />

(c) In our opinion and according to the information and explanations given to us, the<br />

Company is maintaining proper records of inventory. The discrepancies noticed on<br />

verification between the physical stocks and the book records were not material and<br />

have been properly dealt with in the books of account.<br />

(iii) (a) According to the information and explanations given to us, the Company has not<br />

granted any loans, secured or unsecured, to companies, firms or other parties covered<br />

in the register maintained under Section 301 of the Companies Act, 1956. Accordingly,<br />

sub-clauses (b), (c) and (d) are not applicable.<br />

(b) According to the information and explanations given to us, the Company has not taken<br />

any loans, secured or unsecured, from companies, firms or other parties covered in<br />

the register maintained under Section 301 of the Companies Act, 1956. Accordingly,<br />

sub-clauses (f) and (g) are not applicable.<br />

(iv) In our opinion and according to the information and explanations given to us, having regard to<br />

the explanations that certain items purchased / sold are of special nature for which suitable<br />

alternative sources do not exist for obtaining comparative quotations, there are adequate<br />

internal control systems commensurate with the size of the Company and the nature of its<br />

business with regard to purchase of inventory and fixed assets and for the sale of goods.<br />

Further, on the basis of our examination of the books and records of the Company carried<br />

out in accordance with the auditing standards generally accepted in India and according to<br />

the information and explanations given to us, we have neither come across nor have been<br />

informed of any continuing failure to correct major weaknesses in the aforesaid internal<br />

control system.<br />

(v) (a) In our opinion and according to the information and explanations given to us, there<br />

have been no contracts or arrangements referred to in Section 301 of the Act during<br />

the year to be entered in the register required to be maintained under Section 301 of<br />

the Companies Act, 1956.<br />

(b) Sub-clause (b) is not applicable.<br />

(vi) In our opinion and according to the information and explanations given to us, the Company<br />

has not accepted any deposits from the public within the meaning of Section 58A and<br />

58AA or any other relevant provisions of the Companies Act, 1956 and the Companies<br />

(Acceptance of Deposits) Rules 1975. Therefore, the provisions of clause 4 (vi) of the Order<br />

are not applicable to the Company.<br />

(vii) The Company does not have an internal audit system; however the internal control systems<br />

are comensurate with the size and the nature of its business.<br />

(viii) We are informed that the Central Government has not prescribed maintenance of cost records<br />

under Section 209(1)(d) of the Companies Act, 1956 in respect of the Company's business.<br />

Therefore, the provisions of clause 4 (viii) of the Order are not applicable to the Company<br />

(ix) (a) According to the records of the Company, Provident Fund, Investor Education<br />

and Protection Fund, Employees’ State Insurance, Income tax, Sales tax,<br />

Wealth tax, Service tax, Customs duty, Excise duty, cess and other material statutory<br />

dues applicable to it have been generally regularly deposited during the reporting<br />

period with the appropriate authorities.<br />

According to the information and explanations given to us, no undisputed amounts<br />

payable in respect of above were in arrears, as at December 31, <strong>2009</strong> for a period of<br />

more than six months from the date they became payable.<br />

(b) According to the information and explanations given to us and the records of the<br />

Company examined by us, there are no dues of income tax, sales tax, wealth tax,<br />

service tax, customs duty, excise duty and cess that have not been deposited on<br />

account of any dispute.<br />

(x) In our opinion, the accumulated losses of the company are less than fifty percent of its<br />

networth and it has incurred cash losses during the year covered by our audit and also in<br />

the immediately preceding financial year.<br />

(xi) In our opinion and according to the information and explanations given to us, there were no<br />

borrowings or dues payable to any financial institution or bank or debenture holders during<br />

the reporting year.<br />

(xii) Based on our examination of the records and the information and explanations given to us,<br />

the Company has not granted any loans and advances on the basis of security by way of<br />

pledge of shares, debentures and other securities. Therefore, the provisions of clause 4 (xii)<br />

of the Order are not applicable to the Company.<br />

(xiii) In our opinion, the Company is not a chit fund or nidhi/mutual benefit fund/<br />

society. Therefore the provisions of clause 4 (xiii) of the Order are not applicable to<br />

the Company.<br />

(xiv) In our opinion the Company is not dealing in or trading in shares, securities, debentures<br />

and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not<br />

applicable to the Company.<br />

(xv) In our opinion and according to the information and explanations given to us, the<br />

Company has not given any guarantee for loans taken by others from banks or financial<br />

institutions. Accordingly, the provisions of clause 4 (xv) of the Order are not applicable to<br />

the Company.<br />

(xvi) In our opinion and according to the information and explanations given to us, there are no<br />

term loans raised during the year under audit and hence, the provisions of clause 4 (xvi) of<br />

the Order are not applicable to the Company.<br />

(xvii)<br />

According to the information and explanations given to us and on an overall examination of<br />

the balance sheet of the Company, we report that funds raised on short-term of Rs. 52,692<br />

(‘000) have been used for long-term investment.<br />

(xviii) According to the information and explanations given to us, the Company has not made<br />

any preferential allotment of shares to parties and Companies covered in the register<br />

maintained under Section 301 of the Companies Act, 1956.<br />

(xix) The Company has not issued any secured debentures. Therefore, the provisions of clause 4<br />

(xix) of the Order are not applicable to the Company.<br />

(xx)<br />

(xxi)<br />

The Company has not raised any money by public issue during the year. Therefore, the<br />

provisions of clause 4 (xx) of the Order are not applicable to the Company.<br />

According to the information and explanations furnished by the management, which have<br />

been relied upon by us, no fraud on or by the Company has been noticed or reported to/by<br />

management during course of our audit.<br />

For Deloitte Haskins & Sells<br />

Chartered Accountants<br />

Registration No. 117365W<br />

A. C. Khanna<br />

Place : Mumbai<br />

Partner<br />

Date : 19th February, 2010 Membership No.: 17814


61<br />

Balance Sheet<br />

as at 31st December, <strong>2009</strong><br />

Profit and Loss Account<br />

for the year ended 31st December, <strong>2009</strong><br />

Schedule<br />

31-12-09<br />

Rs. '000<br />

31-12-08<br />

Rs. '000<br />

SOURCES OF FUNDS<br />

Shareholders' funds<br />

Share capital 1 5,000 5,000<br />

Reserves and surplus 2 4,956 6,048<br />

9,956 11,048<br />

Loan funds<br />

Unsecured loans 3 66,000 63,000<br />

75,956 74,048<br />

APPLICATION OF FUNDS<br />

Fixed assets 4<br />

Gross block 82,039 79,811<br />

Less : Accumulated depreciation 21,686 14,774<br />

Net block 60,353 65,037<br />

Capital work-in-progress and advances, etc. 2,295 2,561<br />

62,648 67,598<br />

Current assets, loans and advances<br />

Inventories 5 9,921 8,757<br />

Sundry debtors 6 2,952 953<br />

Cash and bank balances 7 1,639 7,964<br />

Loans and advances 8 1,656 726<br />

16,168 18,400<br />

Less : Current liabilities<br />

Liabilities 9 7,007 11,950<br />

7,007 11,950<br />

Net current assets 9,161 6,450<br />

Profit and loss account 4,147 –<br />

75,956 74,048<br />

Notes on Balance Sheet and Profit and Loss<br />

Account 14<br />

INCOME<br />

Schedule<br />

<strong>2009</strong><br />

Rs. '000<br />

2008<br />

Rs. '000<br />

Sales – Gross 30,213 38,487<br />

Less : Excise duty 362 –<br />

Sales – Net 29,851 38,487<br />

Other income 10 3,235 2,220<br />

EXPENDITURE<br />

33,086 40,707<br />

Cost of materials 11 3,540 11,619<br />

Interest Paid 12 45 –<br />

Depreciation 4 6,912 6,816<br />

Other expenditure 13 27,828 32,424<br />

38,325 50,859<br />

LOSS BEFORE TAXATION (5,239) (10,152)<br />

Provision for taxation<br />

Deferred tax – (6,345)<br />

LOSS AFTER TAXATION (5,239) (3,807)<br />

Balance brought forward from<br />

previous year 1,092 4,899<br />

Balance carried to the balance sheet (4,147) 1,092<br />

Notes on Balance Sheet and Profit and Loss<br />

Account 14<br />

Basic and Diluted earnings per share<br />

(Rupees)<br />

Face value per share<br />

(Rupees)<br />

(10.48) (7.61)<br />

10.00 10.00<br />

Per our report attached<br />

For and on behalf of the Board<br />

For Deloitte Haskins & Sells P. Palm Director<br />

Chartered Accountants<br />

A. C. Khanna<br />

Partner<br />

B. L. Gaggar Director<br />

Mumbai, 19th February, 2010 Mumbai, 19th February, 2010


62 Chemtreat Composites India Private Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Cash Flow Statement<br />

for the year ended 31st December, <strong>2009</strong><br />

Schedules<br />

forming part of the Balance Sheet<br />

<strong>2009</strong><br />

Rs. '000<br />

2008<br />

Rs. '000<br />

A. CASH FLOW FROM OPERATING ACTIVITIES :<br />

Net Loss before taxation (5,239) (10,152)<br />

Adjustments for :<br />

Depreciation 6,912 6,816<br />

Unrealised foreign exchange (gain)/ loss (Net) 35 25<br />

VAT setoff admissible written-off – 2,822<br />

Service tax recoverable written off – 1,228<br />

Interest expenses 45 –<br />

Assets written-off – 235<br />

Operating profit before working capital changes 1,753 974<br />

Adjustments for :<br />

Trade and other receivables (2,964) 699<br />

Inventories (1,164) 9,802<br />

Trade, other payables and provisions (4,943) (5,849)<br />

Cash used in operations (7,318) 5,626<br />

Direct taxes paid- (Net of refunds) – (13)<br />

Net cash used in operating activities (7,318) 5,613<br />

B. CASH FLOW FROM INVESTING ACTIVITIES :<br />

Purchase of fixed assets (1,962) (6,156)<br />

Net Cash used in investing activities (1,962) (6,156)<br />

C. CASH FLOW FROM FINANCING ACTIVITIES :<br />

Loan received from Holding Company 3,100 7,500<br />

Loans repaid to Holding Company (100) –<br />

Interest paid (45) –<br />

Net Cash from financing activities 2,955 7,500<br />

Net increase in cash and cash equivalents (A+B+C) (6,325) 6,957<br />

Cash and cash equivalents as at beginning of the year 7,964 1,007<br />

Cash and cash equivalents as at the end of the year<br />

(Refer Schedule 7) 1,639 7,964<br />

Notes :<br />

1. The Cash flow has been prepared under the "Indirect Method" as set out in Accounting<br />

Standard-3 on Cash flow statement notified by the Companies (Accounting Standards)<br />

Rules, 2006.<br />

2. Direct taxes paid are treated as arising from operating activities and are not bifurcated<br />

between investing and financing activities.<br />

3. Figures for the previous year have been regrouped wherever necessary to conform to<br />

the current year's classification.<br />

Per our report attached to the Balance Sheet For and on behalf of the Board<br />

For Deloitte Haskins & Sells P. Palm Director<br />

Chartered Accountants<br />

A. C. Khanna B. L. Gaggar Director<br />

Partner<br />

Mumbai, 19th February, 2010 Mumbai, 19th February, 2010<br />

SCHEDULE 1 : SHARE CAPITAL 31-12-09<br />

Rs. '000<br />

31-12-08<br />

Rs. '000<br />

Authorised<br />

5,00,000 Equity shares of Rs. 10/- each 5,000 5,000<br />

Issued and subscribed<br />

5,00,000 Equity shares of Rs. 10/- each fully paid up 5,000 5,000<br />

Notes :<br />

Of the above :<br />

(a) The entire issued equity share capital is held by <strong>Clariant</strong> Chemicals (India) Limited, the<br />

holding company, ultimate holding company being <strong>Clariant</strong> AG, Switzerland.<br />

(b) 296,400 equity shares of Rs. 10/- each, were allotted as fully paid up bonus shares by<br />

capitalisation of Rs. 2,964,000 from Securities premium account.<br />

SCHEDULE 2 : reserves and surplus 31-12-09<br />

Rs. '000<br />

31-12-08<br />

Rs. '000<br />

Securities premium account<br />

As per last Balance sheet 4,956 4,956<br />

Profit and loss account – 1,092<br />

4,956 6,048<br />

SCHEDULE 3 : UNSECURED LOANS 31-12-09<br />

Rs. '000<br />

Demand loan (Interest free)<br />

31-12-08<br />

Rs. '000<br />

From the holding company 66,000 63,000<br />

66,000 63,000<br />

SCHEDULE 4 : FIXED ASSETS Rs. '000<br />

GROSS BLOCK DEPRECIATION NET BLOCK<br />

As at<br />

31-12-2008<br />

Additions Deductions As at<br />

31-12-<strong>2009</strong><br />

As at<br />

31-12-2008<br />

Deductions For the<br />

year<br />

As at<br />

31-12-<strong>2009</strong><br />

As at<br />

31-12-<strong>2009</strong><br />

As at<br />

31-12-2008<br />

Tangible Assets<br />

Land freehold 884 – – 884 – – – – 884 884<br />

Buildings 12,161 – – 12,161 410 – 198 608 11,553 11,751<br />

Plant, machinery, equipment etc. 64,949 2,219 – 67,168 14,176 – 6,617 20,793 46,375 50,773<br />

Furniture, fixtures and office appliances 1,817 9 – 1,826 188 – 97 285 1,541 1,629<br />

Total 79,811 2,228 – 82,039 14,774 – 6,912 21,686 60,353<br />

Previous year 76,447 3,663 299 79,811 8,022 64 6,816 14,774 65,037<br />

Capital work-in-progress 785 1,885<br />

Advances against capital orders 1,510 676<br />

2,295 2,561<br />

62,648 67,598


63<br />

Schedules<br />

forming part of the Balance Sheet<br />

SCHEDULE 5 : INVENTORIES 31-12-09<br />

Rs. '000<br />

31-12-08<br />

Rs. '000<br />

At lower of cost and net realisable value<br />

(As certified by the Management)<br />

Stores and spare parts 616 715<br />

Raw materials 4,611 5,863<br />

Packing materials 52 40<br />

Finished goods 4,364 2,139<br />

Work-in-progress 278 –<br />

9,921 8,757<br />

SCHEDULE 6 : SUNDRY DEBTORS 31-12-09<br />

Rs. '000<br />

Unsecured – Considered good<br />

31-12-08<br />

Rs. '000<br />

Over six months 222 –<br />

Other debts 2,730 953<br />

[includes Rs. Nil; Previous Year Rs. 26 ('000) due from holding<br />

Company]<br />

2,952 953<br />

SCHEDULE 7 : CASH AND BANK BALANCES 31-12-09<br />

Rs. '000<br />

31-12-08<br />

Rs. '000<br />

Cash on hand 1 3<br />

With Scheduled Banks :<br />

On current accounts 1,638 7,961<br />

1,639 7,964<br />

SCHEDULE 8 : LOANS AND ADVANCES 31-12-09<br />

Rs. '000<br />

(Unsecured – considered good, unless otherwise stated)<br />

31-12-08<br />

Rs. '000<br />

Advances recoverable in cash or in kind or for value to be<br />

received 820 463<br />

VAT set off admissible 522 –<br />

Advance payment of Income tax (Net of provision for taxation) 44 44<br />

Balances with customs and excise on current account 270 219<br />

1,656 726<br />

SCHEDULE 9 : CURRENT LIABILITIES 31-12-09<br />

Rs. '000<br />

Sundry creditors<br />

31-12-08<br />

Rs. '000<br />

Due to micro enterprises and small enterprises – –<br />

(See Note 6, Schedule 14)<br />

Due to holding company 2,835 7,973<br />

Due to others 4,172 3,977<br />

7,007 11,950<br />

Schedules<br />

forming part of the Profit and Loss Account<br />

SCHEDULE 10 : OTHER INCOME <strong>2009</strong><br />

Rs. '000<br />

2008<br />

Rs. '000<br />

Exchange Gain (Net) – 1,434<br />

Income from Services rendered 980 –<br />

Sale of By-Product 114 183<br />

[excluding Excise Duty Rs. 18 ('000); Previous Year Rs. 29 ('000)]<br />

Sale of Packing Materials to Holding Company – 20<br />

Sale of Waste/Scrap Materials – 204<br />

Sundry Credit Balances Written back – 242<br />

Insurance Claim 2,001 –<br />

Miscellaneous income 140 137<br />

3,235 2,220<br />

SCHEDULE 11 : COST OF MATERIALS <strong>2009</strong><br />

Rs. '000<br />

2008<br />

Rs. '000<br />

Raw materials<br />

Opening Stock 5,863 8,525<br />

Purchases 4,444 1,645<br />

Less : Closing stock (4,611) (5,863)<br />

Raw material Consumption 5,696 4,307<br />

Packing materials<br />

Opening Stock 40 48<br />

Purchases 359 257<br />

Less : Closing stock (52) (40)<br />

Packing material Consumption 347 265<br />

Finished goods<br />

Opening Stock 2,139 8,975<br />

Less : Closing stock (4,364) (2,139)<br />

(2,225) 6,836<br />

Work-in-progress<br />

Opening Stock – 211<br />

Less : Closing stock (278) –<br />

(278) 211<br />

3,540 11,619<br />

SCHEDULE 12 : INTEREST PAID <strong>2009</strong><br />

Rs. '000<br />

2008<br />

Rs. '000<br />

Interest Paid<br />

Others 45 –<br />

45 –<br />

SCHEDULE 13 : OTHER EXPENDITURE <strong>2009</strong><br />

Rs. '000<br />

2008<br />

Rs. '000<br />

Stores and Spare parts etc. consumed 642 871<br />

Repairs and maintenance :<br />

Plant and machinery 489 987<br />

Others * 1,188 1,147<br />

Power and fuel 2,140 2,043<br />

Rates and taxes (including water charges) 387 106<br />

Insurance * 13 82<br />

Clearing, forwarding and transport * 2,828 4,316<br />

Personnel Cost * 8,394 9,441<br />

Travelling and conveyance * 2,567 2,802<br />

Commission 401 –<br />

Legal, professional & consultancy (See Note 8, Schedule 14) 2,551 3,237<br />

Assets written-off – 235<br />

Excise duty 201 161<br />

Exchange loss (Net) 629 –<br />

Personnel protection and safety expense 1,185 1,039<br />

Labour charges * 2,000 1,152<br />

IT related cost * 1,474 162<br />

VAT Set off Admissible Written off – 2,822<br />

Service Tax Recoverable written off – 1,228<br />

Miscellaneous * 739 593<br />

27,828 32,424<br />

* See Note 17, Schedule 14


64 Chemtreat Composites India Private Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Notes<br />

schedule 14 : Notes on the Balance Sheet and Profit and Loss Account for the year ended 31st December, <strong>2009</strong><br />

1. Significant Accounting Policies<br />

The financial statements are prepared at historical cost on the accrual basis of<br />

accounting and in accordance with the standards on accounting notified by the<br />

Companies (Accounting Standards) Rules, 2006 and referred to in Section 211(3C) of<br />

the Companies Act, 1956.<br />

The significant accounting policies are as follows :<br />

I. Revenue Recognition<br />

The Company recognises sale of goods on transfer of significant risks and<br />

rewards of ownership of the goods to the buyer. Sales are net of excise duty,<br />

sales tax and trade discounts, wherever applicable.<br />

Dividend income on investments is accounted for when the right to receive the<br />

payment is established.<br />

II.<br />

Excise Duty<br />

Excise duty payable on products is accounted for at the time of dispatch of goods<br />

from the factories but is accrued for stocks held at the year end.<br />

Excise Duty related to the difference between the closing stock and opening<br />

stock of finished goods has been recognized separately in the profit and loss<br />

account under schedule of ‘Other Expenditure’.<br />

IX.<br />

(B) The current tax, if any, is determined as the amount of tax payable in respect<br />

of the estimated taxable income for the period.<br />

(C) The deferred tax charge or credit is recognised, using prevailing enacted or<br />

substantively enacted tax rates. Where there are unabsorbed depreciation<br />

or carry forward losses, deferred tax assets are recognised only if there is<br />

virtual certainty of realisation of such assets. Other deferred tax assets are<br />

recognised only to the extent there is reasonable certainty of realisation in<br />

future. Deferred tax assets/liabilities are reviewed at each Balance Sheet<br />

date based on developments during the reporting period and available case<br />

laws, to reassess realization/liabilities.<br />

Provisions/Contingencies<br />

Provision is recognised when the Company has a present obligation as a result<br />

of past event; it is probable that an outflow of resources embodying economic<br />

benefit will be required to settle the obligation, in respect of which a reliable<br />

estimate can be made. Provisions are not discounted to its present value and<br />

are determined based on best estimate of the expenditure required to settle the<br />

obligation at the Balance Sheet date. These are reviewed at each Balance Sheet<br />

date and adjusted to reflect the current best estimate. A contingent liability<br />

is disclosed, unless the possibility of an outflow of resources embodying the<br />

economic benefit is remote.<br />

III.<br />

IV.<br />

Employee Benefits/Leave Encashment<br />

As there are no permanent employees of the Company, no provision for employee<br />

benefits/leave encashment is required to be made.<br />

Fixed Assets and Depreciation<br />

(A) All fixed assets are stated at cost less accumulated depreciation.<br />

(B) The cost comprises the purchase price and any other attributable cost of<br />

bringing the asset to its working condition for its intended use.<br />

(C) Depreciation on the fixed asset is provided on the straight line method at<br />

the rates and in the manner specified in Schedule XIV of the Companies Act,<br />

1956, except for:<br />

(a) Plant, machinery and equipment (except Laboratory equipment, Fire<br />

Fighting and Weighing Machine) over their useful life of 10 Years as<br />

determined by the Company on a Straight Line Basis.<br />

(c) Computers and Printers on which 25% straight line method is applied.<br />

V. Inventories<br />

Inventories are valued at the lower of cost and estimated net realisable value<br />

after providing for obsolescence. The cost of inventories is generally arrived at<br />

on the following bases :<br />

Raw materials, packing materials,<br />

trading items and store and spares : Weighted average cost<br />

Finished goods and work-in-progress : Absorption costing at works cost<br />

VI. Sundry Debtors/Loans and Advances<br />

Sundry debtors and loans and advances are stated after making adequate<br />

provision for doubtful debts/advances, if any.<br />

VII.<br />

Foreign Currency Translations<br />

(A) Foreign currency transactions are accounted at the rate prevailing on the<br />

date of transaction.<br />

(B) Monetary items denominated in foreign currency, are translated at the<br />

exchange rate prevailing on the last day of the reporting period.<br />

(C) Non-monetary items other than fixed assets, which are carried in terms of<br />

historical cost denominated in a foreign currency, are reported using the<br />

exchange rate at the date of transaction.<br />

(D) Gain or loss arising out of translation/conversion is taken credit for or<br />

charged to the Profit and Loss Account.<br />

VIII. Income Tax<br />

(A) Income-tax expense comprises current tax and deferred tax charge or<br />

credit.<br />

2. Segment Information for the year ended 31st December, <strong>2009</strong> (As required by<br />

Accounting Standard (AS) - 17 Segment <strong>Report</strong>ing)<br />

(a) The Company operates in only one primary business segment of Speciality<br />

Chemicals i.e. manufacturing synthetic resins Consequently, disclosure for<br />

primary segment under AS 17 – Segment <strong>Report</strong>ing is not applicable to the<br />

Company.<br />

(b) The secondary segments of the Company are geographical segments mainly :<br />

(i) India<br />

(ii) Outside India<br />

Information about Secondary Segments :<br />

India<br />

<strong>2009</strong><br />

Rs’000<br />

Outside<br />

India<br />

Total<br />

2008<br />

Rs’000<br />

India Outside<br />

India<br />

Total<br />

External sales 4,335 25,516 29,851 – 38,487 38,487<br />

Segment assets 76,309 2,463 78,772 85,027 927 85,954<br />

Additions to fixed assets 1,962 – 1,962 6,156 – 6,156<br />

Note : Total assets exclude the Advance payment of Income Tax Rs. 44 (‘000)<br />

[Previous year Rs. 44 (‘000)].<br />

3. Related Party Disclosure as required by AS-18 “Related Party Disclosures”<br />

are given below :<br />

A. Relationship :<br />

(a) Holding Company :<br />

<strong>Clariant</strong> Chemicals (India) Limited, holds 100% equity shares in the<br />

Company.<br />

EBITO Chemiebeteiligungen AG, <strong>Clariant</strong> International AG and <strong>Clariant</strong><br />

Participations AG together hold 63.40% equity shares in the <strong>Clariant</strong><br />

Chemicals (India) Limited, The ultimate holding company is <strong>Clariant</strong> AG,<br />

Switzerland.<br />

(b) Other related parties in the <strong>Clariant</strong> group where common control<br />

exists and with whom the company has transactions :<br />

<strong>Clariant</strong> Advanced Materials GmbH <strong>Clariant</strong> Life Science Molecules<br />

(Florida) Inc.<br />

<strong>Clariant</strong> Corporation<br />

Kion Specialty Polymers<br />

<strong>Clariant</strong> (Japan) KK<br />

(c) Key Management Personnel :<br />

H. J. Meier – Director (upto December 31, <strong>2009</strong>).


Notes<br />

65<br />

B. During the year following transactions were entered into with related parties :<br />

Name of party Year Sale of<br />

Goods<br />

Purchase<br />

of goods<br />

Services<br />

received<br />

Purchase<br />

of Fixed<br />

Assets<br />

Loans<br />

taken<br />

Loans<br />

Repaid<br />

Amount<br />

Payable at the<br />

year end #<br />

Rs. '000<br />

Amount<br />

receivable at the<br />

year end<br />

<strong>Clariant</strong> Chemicals (India) Ltd. <strong>2009</strong> – – 11,594 – 3,100 100 68,835 –<br />

2008 * 20 48 11,500 2,176 7,500 – 70,973 26<br />

<strong>Clariant</strong> Advanced Material GmbH <strong>2009</strong> 7,364 – – – – – – 2302<br />

2008 17,243 – – – – – – 910<br />

<strong>Clariant</strong> (Japan) KK <strong>2009</strong> 3221 – – – – – – 68<br />

2008 256 – – – – – – 17<br />

Kion Specialty Polymers <strong>2009</strong> – – – – – – – –<br />

2008 7,242 – – – – – – –<br />

<strong>Clariant</strong> Corporation <strong>2009</strong> 8188 – – – – – – –<br />

2008 9,021 – – – – – – –<br />

<strong>Clariant</strong> Life Science Molecules (Florida) Inc. <strong>2009</strong> – 1200 – – – – – –<br />

2008 – – – – – – – –<br />

# Included in Unsecured Loan Rs. 66,000 ('000); [Previous Year Rs. 63,000 ('000)], Sundry Creditors Rs. 2,835 ('000); [Previous Year Rs.7,973 ('000)] .<br />

* Sale of packing material.<br />

31-12-<strong>2009</strong><br />

Rs. '000<br />

31-12-2008<br />

Rs. '000<br />

4. Estimated amount of contracts remaining to be<br />

executed on capital account and not provided<br />

for (Net of advances) 4,490 5,325<br />

5. Deferred taxes :<br />

During the year ended 31st December <strong>2009</strong>, the<br />

Company has incurred losses resulting in unabsorb<br />

carry forward tax losses. The Company is eligible for<br />

a tax holiday under section 10B of the Indian Incometax<br />

Act, 1961. Though the management is confident<br />

of generating profits in the future, there is currently<br />

no convincing evidence of virtual certainty that the<br />

Company would reverse the tax loss carry forward<br />

beyond the tax holiday period. Accordingly the<br />

Company has not recognised any deferred tax assets<br />

resulting from the carry forward tax losses. Further,<br />

deffered tax liability on account of timing differences<br />

in case of depreciation does not arise by virtue of<br />

explanation 6 to Sec. 43 (6) of the Indian Incometax<br />

Act, 1961 where the book depreciation shall be<br />

deemed to be the depreciation actually allowed under<br />

the Income-tax Act.<br />

6. Disclosure required under the Micro, Small<br />

and Medium Enterprises Development Act, 2006<br />

(the Act) are given as follows :<br />

(a) Principal amount due — —<br />

Interest due on the above — —<br />

(b) Interest paid during the year beyond the appointed<br />

day — —<br />

(c) Amount of interest due and payable for the period<br />

of delay in making payment without adding the<br />

interest specified under the Act — —<br />

(d) Amount of interest accrued and remaining unpaid<br />

at the end of the year — —<br />

(e) Amount of further interest remaining due and<br />

payable even in the succeeding years, untill such<br />

date when the interest dues as above are actually<br />

paid to the small enterprise for the purpose of<br />

disallowance as a deductible expenditure under<br />

section 23 of the Act — —<br />

The above information and that given in<br />

Schedule- 9 'Liabilities' regarding micro enterprise and<br />

small enterprises has been determined on the basis<br />

of information available with the Company. This has<br />

been relied upon by the auditors.<br />

7. Earnings per share :<br />

(a) Net loss after taxation (Rupees '000) (5,239) (3,807)<br />

(b) Number of equity shares outstanding 500,000 500,000<br />

(c) Basic and Diluted loss per share (In Rupees) (10.48) (7.61)<br />

(d) Face value per share (In Rupees) 10 10<br />

31-12-<strong>2009</strong><br />

Rs. '000<br />

31-12-2008<br />

Rs. '000<br />

8. Legal, professional & consultancy in Schedule<br />

13 : Other expenditure include :<br />

Audit fees and fees for other services : (Excluding<br />

service tax)<br />

(a) Audit fees 300 300<br />

(b) Other services 300 525<br />

600 825<br />

9. Capacity and production :<br />

Class of goods<br />

<strong>Annual</strong><br />

Installed<br />

Capacity<br />

M. Tonnes<br />

<strong>2009</strong> 2008<br />

Production*<br />

M. Tonnes<br />

<strong>Annual</strong><br />

Installed<br />

Capacity<br />

M. Tonnes<br />

Production*<br />

M. Tonnes<br />

Synthetic Resins 750.000 16.253 750.000 10.675<br />

* Excluding captive consumption and recovered solvents 5.44 M.Tonnes.<br />

Notes :<br />

1. The classification between the class of goods and the installed capacity have been<br />

certified by the Director on which the auditors have placed reliance, this being a<br />

technical matter.<br />

2. Licensed capacity per annum not indicated due to the abolition of Industrial<br />

Licenses as per Notification No. 477(E) dated 25th July, 1991 issued under The<br />

Industries (Development and Regulations) Act 1951.<br />

10. Sales , Opening and Closing Stock :<br />

Class of goods Opening Stock Closing Stock Sales<br />

(Inclusive of excise<br />

duty)<br />

Quantity<br />

M. Tonnes<br />

Value Quantity*<br />

Rs. ‘000 M. Tonnes<br />

Value Quantity**<br />

Rs. ‘000 M. Tonnes<br />

Value<br />

Rs. ‘000<br />

Synthetic Resins 2.617 2,139 9.298 4,364 9.034 30,213<br />

(8.054) (8,975) (2.617) (2,139) (16.069) (38,487)<br />

** Excludes free samples 0.091 M. Tonnes (Previous Year 0.037 M. Tonnes) and<br />

material lost in transit 0.369 M. Tonnes (Previous Year Nil).<br />

* Excludes write-off 0.078 M.Tonnes (Previous Year 0.006 M. Tonnes).<br />

11. Raw Materials consumed :<br />

Quantity<br />

M.Tonnes<br />

<strong>2009</strong> 2008<br />

Value<br />

Rs. ‘000<br />

Quantity<br />

M.Tonnes<br />

Value<br />

Rs. ‘000<br />

(a) Silanes 25.137 4,696 4.811 2,855<br />

(b) Others * 1,000 1,452<br />

5,696 4,307<br />

* None of the items individually exceed 10% of the total value of raw materials<br />

consumed


66 Chemtreat Composites India Private Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

12. Consumption of raw materials :<br />

<strong>2009</strong> 2008<br />

% of total Value % of total<br />

Consumption Rs. ‘000 Consumption<br />

Value<br />

Rs. ‘000<br />

(a) Raw materials :<br />

Imported 47.15 2,686 46.46 2,001<br />

Indigenous 52.85 3,010 53.54 2,306<br />

100.00 5,696 100.00 4,307<br />

(b) Components and spare parts referred to in Paragraph 4D (c ) of Schedule VI of the<br />

Companies Act, 1956 are assumed to be incorporated in the goods produced and<br />

not those used for maintenance of plant and machinery.<br />

13. Disclosure in respect of Derivative Instruments :<br />

(a) During the year, the Company has not used any derivative Instruments to hedge its<br />

exposure in foreign currency.<br />

(b) Foreign currency exposures not covered by a derivative instrument.<br />

Amount receivable on account of export of goods and services.<br />

31-12-<strong>2009</strong> 31-12-2008<br />

Currency Amount in Rs. ‘000 Amount in Rs. ‘000<br />

foreign currency<br />

foreign currency<br />

USD 3,450 161 – –<br />

EUR 34,248 2,302 13,549 927<br />

2,463 927<br />

31-12-<strong>2009</strong><br />

Rs. '000<br />

31-12-2008<br />

Rs. '000<br />

14. Value of imports (C.I.F.) :<br />

Raw materials 1,458 –<br />

15. Earnings in foreign exchange :<br />

(a) Exports (F.O.B.) 23,903 35,604<br />

(b) Insurance and freight 1,613 2,883<br />

(c) Exchange gain (net) – 1,434<br />

Statement pursuant to Part IV of Schedule VI to The Companies Act, 1956<br />

Balance Sheet Abstract and Company’s General Business Profile<br />

31-12-<strong>2009</strong><br />

Rs. '000<br />

31-12-2008<br />

Rs. '000<br />

16. Expenditure in foreign currency :<br />

(a) Exchange Loss (net) 629 –<br />

(b) Product registration fee 169 –<br />

17. The Company has entered in to a cost sharing<br />

agreement dated 30th May, 2006 with the holding<br />

company for reimbursement of costs and accordingly<br />

expenses of Rs. 11,594 (‘000) [Previous Year :<br />

Rs. 11,500 (‘000)] have been reimbursed by the Company<br />

and included in Schedule 13 : Other Expenditure under<br />

the respective expense head as follows :<br />

Expense head<br />

Personnel cost 8,080 9,143<br />

Travelling and conveyance 1,725 1,962<br />

IT related cost 1,475 162<br />

Repairs and maintenance – Others 45 32<br />

Labour charges 93 62<br />

Clearing, forwarding & transport 6 –<br />

Miscellaneous expenses 170 139<br />

Total 11,594 11,500<br />

18. Figures for the previous year have been regrouped wherever necessary to conform to<br />

the current year’s classification.<br />

For and on behalf of the Board<br />

P. Palm Director<br />

B. L. Gaggar Director<br />

Mumbai, 19th February, 2010<br />

I. Registration Details<br />

Registration No. 1 1 – 4 3 2 3 5 State Code 1 1<br />

II.<br />

III.<br />

Balance Sheet Date 3 1 – 1 2 – 2 0 0 9<br />

Date Month Year<br />

Capital raised during the year (Amount in Rs. Thousands)<br />

Public Issue N I L Right Issue N I L<br />

Bonus Issue N I L Private Placement N I L<br />

Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)<br />

Total Liabilities* 8 2 9 6 3 Total Assets 8 2 9 6 3<br />

Sources of Funds<br />

Paid-up Capital 5 0 0 0 Reserves and Surplus 4 9 5 6<br />

Secured Loans N I L Unsecured Loans 6 6 0 0 0<br />

Application of Funds<br />

Net Fixed Assets 6 2 6 4 8 Investments N I L<br />

Net Current Assets 9 1 6 1 Miscellaneous Expenditure N I L<br />

IV.<br />

Accumulated Losses 4 1 4 7<br />

*Including Shareholders’ funds<br />

Performance of Company (Amount in Rs. Thousands)<br />

Turnover (Gross Revenue) @ 3 3 0 8 6 Total Expenditure 3 8 3 2 5<br />

@ Includes Other Income Rs. 3235<br />

+ – Profit Before Tax + – Profit After Tax<br />

P 5 2 3 9 P 5 2 3 9<br />

Earnings Per Share in Rs.** ( 1 0 . 4 8 ) Dividend Rate % N I L<br />

** Earnings per share has been computed by dividing profit after tax by the total number of issued equity shares as at the year end.<br />

V. Generic Names of Three Principal Products of Company<br />

Item Code No. Product Description 3 9 1 0 0 0 1 0 – C L A R I A N T K I O N M L 3 3 / C 12<br />

Item Code No. Product Description 3 9 1 0 0 0 1 0 – C L A R I A N T K I O N H T T 1 8 0 0<br />

Item Code No. Product Description 3 9 1 0 0 0 9 0 – T U T O P R O M M A T T H D<br />

For and on behalf of the Board<br />

P. Palm Director<br />

Mumbai, 19th February, 2010 B. L. Gaggar Director


<strong>Clariant</strong> Chemicals (India) Limited — Consolidated<br />

67<br />

Auditors‘ <strong>Report</strong> to the Members<br />

Auditors’ <strong>Report</strong> to the Board of Directors of <strong>Clariant</strong> Chemicals (India) Limited on the Consolidated Financial<br />

Statements of <strong>Clariant</strong> Chemicals (India) Limited<br />

1. We have audited the attached Consolidated Balance Sheet of<br />

<strong>Clariant</strong> Chemicals (India) Limited and its subsidiary (the <strong>Clariant</strong><br />

Chemicals (India) Limited Group), as at 31st December, <strong>2009</strong> and<br />

also the Consolidated Profit and Loss Account and the Consolidated<br />

Cash Flow Statement for the year ended on that date annexed<br />

thereto. These financial statements are the responsibility of<br />

<strong>Clariant</strong> Chemicals (India) Limited’s management. Our responsibility<br />

is to express an opinion on these financial statements based on<br />

our audit.<br />

2. We conducted our audit in accordance with the auditing<br />

standards generally accepted in India. Those Standards require<br />

that we plan and perform the audit to obtain reasonable<br />

assurance about whether the financial statements are free of<br />

material misstatement. An audit includes examining on a test<br />

basis, evidence supporting the amounts and disclosures in the<br />

financial statements. An audit also includes assessing the<br />

accounting principles used and significant estimates made by<br />

management, as well as evaluating the overall financial statement<br />

presentation. We believe that our audit provides a reasonable<br />

basis for our opinion.<br />

3. We report that the consolidated financial statements have<br />

been prepared by the <strong>Clariant</strong> Chemicals (India) Limited’s<br />

management in accordance with the requirements of Accounting<br />

Standard (AS) 21, Consolidated Financial Statements, notified by<br />

the Companies (Accounting Standards) Rules, 2006.<br />

4. In our opinion and to the best of our information and according to<br />

the explanations given to us, the attached Consolidated Financial<br />

Statements give a true and fair view in conformity with the<br />

accounting principles generally accepted in India:<br />

(i)<br />

(ii)<br />

in the case of the Consolidated Balance Sheet, of the state<br />

of affairs of the <strong>Clariant</strong> Chemicals (India) Limited Group as<br />

at 31st December, <strong>2009</strong>;<br />

in the case of the Consolidated Profit and Loss Account, of<br />

the profit of the <strong>Clariant</strong> Chemicals (India) Limited Group for<br />

the year ended on that date; and<br />

(iii) in the case of the Consolidated Cash Flow Statement,<br />

of the cash flows of the Group for the year ended on<br />

that date.<br />

Mumbai: 19th February, 2010<br />

For Deloitte Haskins & Sells<br />

Chartered Accountants<br />

Registration No. 117365W<br />

A. C. Khanna<br />

Partner<br />

Membership No.: 17814


68 <strong>Clariant</strong> Chemicals (India) Limited — Consolidated<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Consolidated Balance Sheet<br />

as at 31st December, <strong>2009</strong><br />

Schedule<br />

31-12-09<br />

Rs. Lakhs<br />

31-12-08<br />

Rs. Lakhs<br />

SOURCES OF FUNDS<br />

Shareholders' funds<br />

Share capital 1 2666.07 2666.07<br />

Reserves and surplus 2 32061.13 29097.60<br />

34727.20 31763.67<br />

Loan funds<br />

Unsecured loans 3 204.78 309.07<br />

204.78 309.07<br />

Deferred tax liability – Net (See note 6, Schedule 17) — 254.94<br />

34931.98 32327.68<br />

APPLICATION OF FUNDS<br />

Fixed assets 4<br />

Gross block 36017.85 39816.46<br />

Less : Accumulated depreciation and impairment 21301.71 23538.07<br />

Net block 14716.14 16278.39<br />

Capital work-in-progress and advances, etc. 606.22 1072.54<br />

15322.36 17350.93<br />

Fixed assets held for disposal (See note 14, Schedule 17) 792.34 —<br />

Investments 5 12124.95 5459.47<br />

Deferred tax asset – Net (See note 6, Schedule 17) 275.72 —<br />

Current assets, loans and advances<br />

Inventories 6 7764.24 10631.55<br />

Sundry debtors 7 14489.15 13219.68<br />

Cash and bank balances 8 1713.01 921.95<br />

Loans and advances 9 5648.70 5695.75<br />

29615.10 30468.93<br />

Less : Current liabilities and provisions<br />

Liabilities 10 16614.62 12884.63<br />

Provisions 11 6583.87 8067.02<br />

23198.49 20951.65<br />

Net current assets 6416.61 9517.28<br />

34931.98 32327.68<br />

Notes on balance sheet and profit and loss account 17<br />

Per our report attached<br />

For Deloitte Haskins & Sells<br />

Chartered Accountants<br />

A. C. Khanna<br />

Partner<br />

Mumbai, 19th February, 2010<br />

For and on behalf of the Board<br />

R. A. Shah Chairman<br />

P. Palm Vice-Chairman & Managing Director<br />

Diwan A. Nanda Director<br />

B. L. Gaggar Director Finance & Company Secretary<br />

Mumbai, 19th February, 2010


69<br />

Consolidated Profit and Loss Account<br />

for the year ended 31st December, <strong>2009</strong><br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Schedule<br />

INCOME<br />

Sales – Gross 97624.37 100529.74<br />

Less : Excise duty 5191.73 8505.81<br />

Sales – Net 92432.64 92023.93<br />

Other income 12 2663.17 2530.26<br />

95095.81 94554.19<br />

EXPENDITURE<br />

Cost of materials 13 54558.89 58265.63<br />

Personnel cost 14 6158.71 7229.91<br />

Interest (Net) 15 17.12 (18.29)<br />

Depreciation/Amortisation 4 1965.18 2319.55<br />

Impairment of fixed assets 4 136.98 728.62<br />

Other expenditure 16 14340.70 16037.79<br />

77177.58 84563.21<br />

Less : Service charges recovered 790.80 673.23<br />

76386.78 83889.98<br />

PROFIT BEFORE EXCEPTIONAL ITEMS AND TAXATION 18709.03 10664.21<br />

Exceptional items (See note 12, Schedule 17) 2450.46 48.00<br />

PROFIT AFTER EXCEPTIONAL ITEMS AND BEFORE TAXATION 16258.57 10616.21<br />

Provision for taxation<br />

Current tax 5958.00 3792.00<br />

Deferred tax (530.66) (241.74)<br />

Fringe benefit tax 39.00 118.50<br />

(Excess)/Short provision for taxation in respect of earlier years 30.77 248.09<br />

PROFIT AFTER TAXATION 10761.46 6699.36<br />

Balance brought forward from previous year 1097.45 999.35<br />

Available for Appropriation 11858.91 7698.71<br />

APPROPRIATED AS FOLLOWS<br />

General reserve 1081.36 674.83<br />

Interim dividend 2666.07 —<br />

Proposed dividend (Final) 3999.11 5065.54<br />

Corporate tax on dividend (Interim & Final) 1132.75 860.89<br />

Balance carried to the balance sheet 2979.62 1097.45<br />

11858.91 7698.71<br />

Notes on balance sheet and profit and loss account 17<br />

Basic and Diluted earnings per share (Rupees) (See note 8, Schedule 17) 40.36 25.13<br />

Face value per share (Rupees) 10.00 10.00<br />

Per our report attached to the Balance Sheet<br />

For Deloitte Haskins & Sells<br />

Chartered Accountants<br />

A. C. Khanna<br />

Partner<br />

Mumbai, 19th February, 2010<br />

For and on behalf of the Board<br />

R. A. Shah Chairman<br />

P. Palm Vice-Chairman & Managing Director<br />

Diwan A. Nanda Director<br />

B. L. Gaggar Director Finance & Company Secretary<br />

Mumbai, 19th February, 2010


70 <strong>Clariant</strong> Chemicals (India) Limited — Consolidated<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Consolidated Cash Flow Statement<br />

for the year ended 31st December, <strong>2009</strong><br />

A. CASH FLOW FROM OPERATING ACTIVITIES :<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Net Profit after exceptional items and before taxation 16258.57 10616.21<br />

Adjustments for :<br />

Depreciation/Amortisation 1965.18 2319.55<br />

Impairment of fixed assets 136.98 728.62<br />

Unrealised foreign exchange (gain)/loss (Net) (32.54) 60.21<br />

Interest income (83.20) (171.67)<br />

Dividend income (407.90) (171.56)<br />

Loss/(profit) on sale of assets (Net) (80.31) (9.58)<br />

Loss/(profit) on sale of investments (Net) (0.21) (0.29)<br />

Provision for doubtful debts/advances (Net) 29.39 200.11<br />

Provision for leave encashment (126.69) 4.52<br />

Provision for ex-gratia gratuity (15.21) 4.24<br />

Provision for gratuity (186.30) 267.80<br />

Interest expenses 100.32 153.38<br />

Assets written-off 100.69 392.98<br />

Operating profit before working capital changes 17658.77 14394.52<br />

Adjustments for :<br />

Trade and other receivables (1131.92) 647.54<br />

Inventories 2867.31 825.08<br />

Trade, other payables and provisions 3695.79 (4453.14)<br />

Cash generated from operations 23089.95 11414.00<br />

Direct taxes paid – (Net of refunds) (6055.45) (3288.65)<br />

Net cash from operating activities 17034.50 8125.35<br />

B. CASH FLOW FROM INVESTING ACTIVITIES :<br />

Purchase of fixed assets (1024.62) (2719.66)<br />

Sale of fixed assets 138.31 38.63<br />

Purchase of investments (95164.44) (42571.83)<br />

Sale of investments 88499.17 39730.92<br />

Interest received 83.20 171.67<br />

Dividend received 407.90 171.56<br />

Net Cash used in investing activities (7060.48) (5178.71)


Consolidated Cash Flow Statement<br />

71<br />

C. CASH FLOW FROM FINANCING ACTIVITIES :<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Repayment of borrowings (104.29) (98.09)<br />

Interest paid (93.78) (147.17)<br />

Dividend/dividend tax paid (8984.89) (3109.75)<br />

Net Cash used in financing activities (9182.96) (3355.01)<br />

NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) 791.06 (408.37)<br />

CASH AND CASH EQUIVALENTS AS AT BEGINNING OF THE YEAR 921.95 1330.32<br />

CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR (See note 3) (Refer Schedule 8) 1713.01 921.95<br />

Notes :<br />

1. The Cash flow has been prepared under the "Indirect Method" as set out in Accounting Standard-3 on Cash flow statement notified by the<br />

Companies (Accounting Standards) Rules, 2006.<br />

2. Direct taxes paid are treated as arising from operating activities and are not bifurcated between investing and financing activities.<br />

3. Cash and cash equivalents at the end of the year include current account balances with banks of Rs. 221.71 lakhs (Previous Year : Rs. 161.63 lakhs)<br />

which are restricted in use on account of unclaimed dividend/fixed deposit/interest on fixed deposit.<br />

4. Figures for the previous year have been regrouped wherever necessary to conform to the current year's classification.<br />

Per our report attached to the Balance Sheet<br />

For Deloitte Haskins & Sells<br />

Chartered Accountants<br />

A. C. Khanna<br />

Partner<br />

Mumbai, 19th February, 2010<br />

For and on behalf of the Board<br />

R. A. Shah Chairman<br />

P. Palm Vice-Chairman & Managing Director<br />

Diwan A. Nanda Director<br />

B. L. Gaggar Director Finance & Company Secretary<br />

Mumbai, 19th February, 2010


72 <strong>Clariant</strong> Chemicals (India) Limited — Consolidated<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Schedules<br />

forming part of the Consolidated Balance Sheet<br />

SCHEDULE 1 : SHARE CAPITAL 31-12-09<br />

Rs. Lakhs<br />

Authorised<br />

31-12-08<br />

Rs. Lakhs<br />

30000000 equity shares of Rs. 10/- each 3000.00 3000.00<br />

Issued and subscribed<br />

26660745 equity shares of Rs. 10/- each fully paid 2666.07 2666.07<br />

Notes :<br />

Of the above :<br />

(a)<br />

(b)<br />

(c)<br />

15010745 equity shares issued as fully paid up pursuant to a contract for a consideration other than cash.<br />

8167080 equity shares are held by EBITO Chemiebeteiligungen AG.<br />

6075000 equity shares are held by <strong>Clariant</strong> International AG.<br />

2660000 equity shares are held by <strong>Clariant</strong> Participations AG.<br />

The ultimate holding company being <strong>Clariant</strong> AG, Switzerland.<br />

6690610 equity shares were allotted as fully paid up bonus shares by capitalisation of Rs. 669.06 lakhs from general reserve.<br />

SCHEDULE 2 : RESERVES AND SURPLUS 31-12-09<br />

Rs. Lakhs<br />

Capital reserve<br />

31-12-08<br />

Rs. Lakhs<br />

As per last Balance sheet 730.11 730.11<br />

Capital redemption reserve<br />

As per last Balance sheet 137.50 137.50<br />

Securities premium account<br />

As per last Balance sheet 3545.65 3545.65<br />

Investment allowance reserve<br />

As per last Balance sheet 20.00 20.00<br />

Less : Transfer to General Reserve 20.00 —<br />

— 20.00<br />

General reserve<br />

As per last Balance sheet 23566.89 22892.06<br />

Add : Transfer from Investment allowance reserve 20.00 —<br />

Transfer from Profit and loss account 1081.36 674.83<br />

24668.25 23566.89<br />

Profit and loss account 2979.62 1097.45<br />

32061.13 29097.60<br />

SCHEDULE 3 : UNSECURED LOANS 31-12-09<br />

Rs. Lakhs<br />

From others :<br />

31-12-08<br />

Rs. Lakhs<br />

Interest-free sales tax deferral scheme granted by State Industries Promotion Corporation<br />

of Tamil Nadu Limited (Repayable within one year Rs. 99.50 lakhs, Previous Year : Rs. 104.29 lakhs) 204.78 309.07<br />

204.78 309.07


Consolidated Schedules<br />

73<br />

SCHEDULE 4 : FIXED ASSETS<br />

As at<br />

31-12-08<br />

GROSS BLOCK DEPRECIATION/AMORTISATION/IMPAIRMENT NET BLOCK<br />

Deductions/ As at As at Deductions/ For the year Impairment As at As at<br />

Adjustments 31-12-09 31-12-08 Adjustments<br />

(See note 2) 31-12-09 31-12-09<br />

Additions/<br />

Adjustments<br />

Rs. Lakhs<br />

As at<br />

31-12-08<br />

Intangible Assets<br />

Goodwill on consolidation 225.44 — — 225.44 — — — — — 225.44 225.44<br />

Tangible Assets<br />

Land freehold 153.86 — — 153.86 — — — — — 153.86 153.86<br />

Land leasehold 14.88 — — 14.88 4.50 — 0.16 — 4.66 10.22 10.38<br />

Buildings 6892.68 299.06 4.91 7186.83 2317.46 1.77 173.46 136.98 2626.13 4560.70 4575.22<br />

Plant, machinery, equipment etc. 29554.46 1091.00 5013.19 25632.27 19020.44 4073.89 1616.23 — 16562.78 9069.49 10534.02<br />

Furniture, fixtures and<br />

office appliances 2278.23 88.57 148.71 2218.09 1629.02 140.79 138.17 — 1626.40 591.69 649.21<br />

Vehicles 696.91 12.31 122.74 586.48 566.65 122.07 37.16 — 481.74 104.74 130.26<br />

Total 39816.46 1490.94 5289.55 36017.85 23538.07 4338.52 1965.18 136.98 21301.71 14716.14<br />

Previous Year 37403.21 3431.26 1018.01 39816.46 21085.88 595.98 2319.55 728.62 23538.07 16278.39<br />

Capital work-in-progress 550.63 1042.32<br />

Advances against capital orders 55.59 30.22<br />

606.22 1072.54<br />

15322.36 17350.93<br />

Notes :<br />

1 Buildings include Rs. 0.12 lakhs (Previous Year : Rs. 0.12 lakhs) being the cost of shares and bonds in co-operative housing societies.<br />

2. In accordance with the provisions of the Accounting Standard 28 on Impairment of Assets notified by the Companies (Accounting Standards) Rules 2006, the Company has identified<br />

certain fixed assets that were impaired mainly on account of economic performance and viability of such assets which does not have any value in use. Accordingly during current year an<br />

impairment loss of Rs. 136.98 lakhs in respect of Dyes and Specialty Chemicals segment (Rs. 12.47 lakhs) and Intermediates and Colours segment (Rs. 124.51 lakhs) has been recognised<br />

in the profit and loss account. (Previous Year Rs. 728.62 lakhs in respect of Intermediates and Colours segment).<br />

SCHEDULE 5 : INVESTMENTS (AT COST) 31-12-09<br />

Rs. Lakhs<br />

31-12-08<br />

Rs. Lakhs<br />

Non Trade – Unquoted<br />

Current<br />

In fully paid units of Rs. 10/- each<br />

9825217 (Previous Year : Nil) Birla Sun Life Saving Fund – Daily Dividend 983.19 —<br />

8883589 (Previous Year : Nil) HDFC Treasury Advantage Fund-Whole Sale Fund – Dividend – Daily 891.16 —<br />

4742864 (Previous Year : Nil) HDFC F R I F – STP-Whole Sale Fund – Dividend – Daily 478.12 —<br />

9776175 (Previous Year : Nil) DWS Ultra Short Term Fund – Dividend – Daily 979.37 —<br />

9019717 (Previous Year : Nil) DWS Cash Opportunity Fund – Dividend – Daily 904.16 —<br />

9695701 (Previous Year : Nil) JM Money Manager Fund – Super Plus Plan – Dividend-Daily 970.08 —<br />

4038543 (Previous Year : Nil) IDFC Money Manager Fund – Dividend – Daily 403.91 —<br />

9471776 (Previous Year : Nil) LIC MF Income Plus Fund – Dividend – Daily 947.18 —<br />

9197118 (Previous Year : Nil) LIC MF Saving Plus Fund – Dividend – Daily 919.71 —<br />

9847865 (Previous Year : Nil) LIC MF Floater Fund – Dividend – Daily 984.80 —<br />

Nil (Previous Year : 9346248) Birla Sun Life Short Term Fund – Institutional – Daily Dividend — 935.14<br />

Nil (Previous Year : 7999333) Fidelity Cash Fund-Institutional – Daily Dividend — 800.13<br />

Nil (Previous Year : 7754587) HDFC Liquid Fund Premium Plan – Dividend-Daily — 950.70<br />

Nil (Previous Year : 5571131) Reliance Medium Term Fund – Daily Dividend — 952.41<br />

In fully paid units of Rs. 100/- each<br />

863340 (Previous Year : Nil) ICICI Prudential Flexible Income Premium Plan Fund – Daily Dividend 912.85 —<br />

957923 (Previous Year : Nil) ICICI Prudential Floating Rate Plan D – Daily Dividend 958.12 —<br />

In fully paid units of Rs. 1000/- each<br />

91249 (Previous Year : Nil) Reliance Money Manager Fund – Institutional Plan – Daily Dividend 913.53 —<br />

65341 (Previous Year : 89206) DSP BlackRock Floating Rate Fund – Institutional Plan – Daily Dividend 653.77 892.06<br />

22483 (Previous Year : Nil) UTI Floating Rate Fund STP – Daily Dividend 225.00 —<br />

Nil (Previous Year : 83357) TATA Liquid Super High Investment Fund – Daily Dividend — 929.03<br />

Total Current 12124.95 5459.47<br />

Total Investments – Unquoted 12124.95 5459.47


74 <strong>Clariant</strong> Chemicals (India) Limited — Consolidated<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

SCHEDULE 6 : INVENTORIES 31-12-09<br />

Rs. Lakhs<br />

At lower of cost and net realisable value (As certified by the Management)<br />

31-12-08<br />

Rs. Lakhs<br />

Stores and spare parts 193.82 248.50<br />

Raw materials 2161.07 3340.38<br />

Packing materials 104.65 98.96<br />

Finished goods 4466.55 5740.02<br />

Work-in-progress 838.15 1203.69<br />

7764.24 10631.55<br />

SCHEDULE 7 : SUNDRY DEBTORS 31-12-09<br />

Rs. Lakhs<br />

31-12-08<br />

Rs. Lakhs<br />

Secured (Considered good)<br />

Over six months 5.68 9.02<br />

Other debts 1570.88 1349.06<br />

Unsecured (Considered good, unless otherwise stated)<br />

1576.56 1358.08<br />

Over six months (Including doubtful debts Rs. 246.31 lakhs; Previous Year : Rs. 280.89 lakhs) 330.84 396.73<br />

Other debts 12828.06 11745.76<br />

13158.90 12142.49<br />

Less : Provision for doubtful debts 246.31 280.89<br />

14489.15 13219.68<br />

SCHEDULE 8 : CASH AND BANK BALANCES 31-12-09<br />

Rs. Lakhs<br />

31-12-08<br />

Rs. Lakhs<br />

Cash on hand 4.19 6.66<br />

Cheques on hand 49.27 82.05<br />

With scheduled banks :<br />

On current accounts 1027.21 661.74<br />

On fixed deposit accounts 632.34 171.50<br />

1659.55 833.24<br />

1713.01 921.95


Consolidated Schedules<br />

75<br />

SCHEDULE 9 : LOANS AND ADVANCES 31-12-09<br />

Rs. Lakhs<br />

31-12-08<br />

Rs. Lakhs<br />

(Unsecured – considered good, unless otherwise stated)<br />

Advances recoverable in cash or in kind or for value to be received 3526.18 3676.80<br />

Less : Provision for doubtful advances 63.97 —<br />

3462.21 3676.80<br />

VAT set off admissible 104.89 52.51<br />

Advance payment of Income tax (Net of provision for taxation) 1769.39 1648.99<br />

Balances with customs and excise on current account 312.21 317.45<br />

5648.70 5695.75<br />

SCHEDULE 10 : CURRENT LIABILITIES 31-12-09<br />

Rs. Lakhs<br />

Sundry creditors :<br />

31-12-08<br />

Rs. Lakhs<br />

Due to micro enterprises and small enterprises (See Note 7, Schedule 17) 361.14 82.25<br />

Due to others 14168.74 11196.90<br />

14529.88 11279.15<br />

Deposits 1863.03 1443.85<br />

Unpaid dividends* 221.61 160.90<br />

Unclaimed fixed deposits* 0.06 0.15<br />

Unpaid interest on matured fixed deposits* 0.04 0.58<br />

16614.62 12884.63<br />

* There is no amount due and outstanding to be credited to Investor Education and Protection Fund<br />

SCHEDULE 11 : PROVISIONS 31-12-09<br />

Rs. Lakhs<br />

Employee Benefits :<br />

31-12-08<br />

Rs. Lakhs<br />

Leave encashment 365.02 491.71<br />

Gratuity 200.73 387.03<br />

Ex-gratia gratuity 69.21 84.42<br />

Others :<br />

Provision for taxation (Net of advance payment of Income tax) 1270.15 1177.43<br />

Proposed dividend (Final) 3999.11 5065.54<br />

Corporate tax on proposed dividend (Final) 679.65 860.89<br />

6583.87 8067.02


76 <strong>Clariant</strong> Chemicals (India) Limited — Consolidated<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Schedules<br />

forming part of the Consolidated Profit and Loss Account<br />

SCHEDULE 12 : OTHER INCOME <strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Dividend on current non-trade investments 407.90 171.56<br />

Export incentives 420.13 482.72<br />

Profit on sale of fixed assets (Net) 80.31 9.58<br />

Cash discounts 39.40 36.15<br />

Rental income 398.25 364.66<br />

Indenting commission 589.29 634.52<br />

Profit on sale of current investments (Net) 0.21 0.29<br />

Miscellaneous 727.68 830.78<br />

2663.17 2530.26<br />

SCHEDULE 13 : COST OF MATERIALS <strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Raw materials consumed 38507.15 42091.18<br />

Packing materials consumed 2279.01 2207.08<br />

Purchases of finished goods 12133.72 13003.39<br />

(Increase)/Decrease in stocks of finished goods and work-in-progress :<br />

Opening stock<br />

Finished goods 5740.02 6715.39<br />

Work-in-progress 1203.69 1192.30<br />

Less : Closing stock<br />

6943.71 7907.69<br />

Finished goods 4466.55 5740.02<br />

Work-in-progress 838.15 1203.69<br />

5304.70 6943.71<br />

1639.01 963.98<br />

54558.89 58265.63<br />

SCHEDULE 14 : PERSONNEL COST <strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Salaries, wages, bonus, etc. 4677.67 5256.71<br />

Contribution/Provision for provident fund, superannuation scheme, gratuity fund, etc. 551.95 1028.20<br />

Welfare expenses 929.09 945.00<br />

6158.71 7229.91


Consolidated Schedules<br />

77<br />

SCHEDULE 15 : INTEREST (NET) <strong>2009</strong><br />

Rs. Lakhs<br />

Interest Paid<br />

2008<br />

Rs. Lakhs<br />

Others 100.32 153.38<br />

Less : Interest received (Gross) :<br />

100.32 153.38<br />

Others (Tax deducted at source Rs. 12.69 Lakhs; Previous Year : Rs. 7.71 Lakhs) 83.20 171.67<br />

83.20 171.67<br />

17.12 (18.29)<br />

SCHEDULE 16 : OTHER EXPENDITURE <strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Stores and Spare parts etc. consumed 612.05 606.65<br />

Repairs and maintenance :<br />

Plant and machinery 712.77 896.24<br />

Buildings 218.64 216.51<br />

Others 164.76 187.74<br />

Power and fuel 4595.77 4485.35<br />

Rent (including lease payments) (See note 9, Schedule 17) 555.90 582.10<br />

Rates and taxes (including water charges) 519.90 659.06<br />

Insurance 69.40 110.65<br />

Clearing, forwarding and transport 1337.29 1533.81<br />

Travelling and conveyance 881.57 971.22<br />

Commission 179.83 250.64<br />

Cash discount 11.76 22.37<br />

Other discounts on sales 684.65 1324.79<br />

Assets written-off 100.69 392.98<br />

Provision for doubtful debts/advances (Net) 29.39 200.11<br />

Excise duty (322.38) (374.50)<br />

Exchange loss (Net) 168.57 158.29<br />

Miscellaneous (See note 11, Schedule 17) 3820.14 3813.78<br />

14340.70 16037.79


78 <strong>Clariant</strong> Chemicals (India) Limited — Consolidated<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Notes to the Consolidated Financial Statements<br />

schedule 17 : Notes on the Consolidated Balance Sheet and Profit and Loss Account for the year ended 31st December, <strong>2009</strong><br />

1. Significant Accounting Policies<br />

BASIS OF PREPARATION<br />

The Consolidated Financial Statements are prepared in accordance with Accounting Standard (AS) 21 on Consolidated Financial Statements<br />

notified by Companies (Accounting Standards) Rules, 2006. The Consolidated Financial Statements comprise the financial statements of <strong>Clariant</strong><br />

Chemicals (India) Limited and its subsidiary viz. Chemtreat Composites India Private Limited (voting power-100%). The said Company became<br />

subsidiary on and from February 13, 2006. This subsidiary company is incorporated in India.<br />

The financial statements are prepared at historical cost on the accrual basis of accounting and in accordance with the standards on accounting<br />

notified by the Companies (Accounting Standards) Rules, 2006 and referred to in Section 211(3C) of the Companies Act, 1956.<br />

The significant accounting policies are as follows :<br />

I. Revenue Recognition<br />

The Company recognises sale of goods on transfer of significant risks and rewards of ownership of the goods to the buyer. Sales are net<br />

of excise duty, sales tax and trade discounts, wherever applicable.<br />

Dividend income on investments is accounted for when the right to receive the payment is established.<br />

II.<br />

III.<br />

IV.<br />

Excise Duty<br />

Excise duty payable on products is accounted for at the time of despatch of goods from the factories but is accrued for stocks held at<br />

the year end.<br />

Excise Duty related to the difference between the closing stock and opening stock of finished goods has been recognised separately in<br />

the profit and loss account under Schedule of ‘Other Expenditure’.<br />

Research and Development<br />

Revenue expenditure on research and development is written off in the profit and loss account in the year in which it is incurred. Capital<br />

expenditure on research and development is treated in the same way as expenditure on fixed assets.<br />

Employee Benefits<br />

(a)<br />

(b)<br />

Short term employee benefit obligations are estimated and provided for.<br />

Post employment benefits and other long term employee benefits:<br />

Defined contribution plans :<br />

Company’s contribution to provident fund, superannuation fund, employee state insurance and other funds are determined under the<br />

relevant schemes and/or statute and charged to revenue.<br />

Defined benefit plans and compensated absences :<br />

Company’s liability towards gratuity, ex-gratia gratuity and compensated absences are actuarially determined at each balance sheet<br />

date using the projected unit credit method. Actuarial gains and losses are recognised in revenue.<br />

V. Voluntary Retirement Scheme<br />

Expenditure incurred on voluntary retirement scheme is charged to revenue in the year in which it is incurred.<br />

VI.<br />

Fixed Assets and Depreciation/Amortisation<br />

(a)<br />

All fixed assets are stated at cost less depreciation, wherever applicable. Cost comprises the purchase price and any other<br />

attributable cost of bringing the asset to its working condition for its intended use. Borrowing cost relating to funds borrowed for<br />

acquisition of qualifying assets for the year upto the date the assets are put to use is included in cost.


Notes to the Consolidated Financial Statements<br />

79<br />

(b)<br />

(c)<br />

(d)<br />

(e)<br />

The cost of leasehold land is amortised over the period of the lease.<br />

Intangible assets except Goodwill on consolidation are being amortised equally over a period of three years.<br />

Depreciation has been calculated on the straight line method at the rates and in the manner specified in Schedule XIV of the<br />

Companies Act, 1956 except for :<br />

(i)<br />

(ii)<br />

certain items of furniture, fixture, air conditioners, plant, machinery and equipment on which a depreciation rate of 20% on<br />

straight line method is applied,<br />

electronic data processing (EDP) hardware such as servers on which a depreciation rate of 20% and for other EDP equipments<br />

including personal computers and printers on which depreciation rate of 25% on straight line method is applied,<br />

(iii) Motor Cars on which depreciation rate of 25% on straight line method is applied.<br />

Fixed Assets held for disposal are stated at lower of net book value and net realisable value.<br />

VII.<br />

VIII.<br />

IX.<br />

Impairment of Assets<br />

The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based on<br />

internal/external factors. An impairment loss is recognised wherever the carrying amount of an asset exceeds its estimated recoverable<br />

amount. The recoverable amount is greater of the asset’s net selling price and value in use. In assessing the value in use, the estimated<br />

future cash flows are discounted to the present value using the weighted average cost of capital. Previously recognised impairment loss<br />

is further provided or reversed depending on changes in circumstances.<br />

Inventories<br />

Inventories are valued at the lower of cost and estimated net realisable value after providing for obsolescence. The cost of inventories<br />

is generally arrived at on the following basis :<br />

Raw materials, packing materials, trading items and stores and spares – Weighted average cost<br />

Finished goods and work-in-progress – Absorption costing at works cost<br />

Sundry Debtors/Loans and Advances<br />

Sundry debtors and loans and advances are stated after making adequate provision for doubtful debts/advances.<br />

X. Investments<br />

Long term investments are stated at cost less provision for diminution in value, other than temporary. Current investments are stated at<br />

the lower of cost and fair value. Dividends are accounted for when the right to receive the dividend payment is established.<br />

XI.<br />

XII.<br />

XIII.<br />

Leases<br />

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets are classified as<br />

operating leases. Operating lease payments are recognised as an expense in the Profit and Loss Account on a straight-line basis over the<br />

lease term.<br />

Foreign Currency Translations<br />

(a) Monetary items denominated in foreign currency are translated at the exchange rate prevailing on the last day of the accounting<br />

year. In respect of items covered by forward contracts, the premium or discount arising at the inception of such a forward exchange<br />

contract is amortised as expense or income over the life of the contract. Any profit or loss arising on cancellation of such a forward<br />

exchange contract is recognised as income or expense for the period. Foreign currency transactions are accounted at the rate<br />

prevailing on the date of transaction.<br />

(b) Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange<br />

rate at the date of transaction.<br />

(c) Gain or loss arising out of translation/conversion is taken credit for or charged to the Profit and Loss Account.<br />

Income Tax<br />

Income-tax expense comprises current tax and deferred tax charge or credit. The current tax is determined as the amount of tax payable<br />

in respect of the estimated taxable income for the year. The deferred tax charge or credit is recognised using prevailing enacted or<br />

substantively enacted tax rates. Where there is unabsorbed depreciation or carry forward losses, deferred tax assets are recognised only<br />

if there is virtual certainty of realisation of such assets. Other deferred tax assets are recognised only to the extent there is reasonable<br />

certainty of realisation in future. Deferred tax assets/liabilities are reviewed at each Balance Sheet date based on developments during<br />

the year and available case laws, to reassess realisation/liabilities.


80 <strong>Clariant</strong> Chemicals (India) Limited — Consolidated<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

XIV.<br />

Contingencies/Provisions<br />

Provision is recognised when the Company has a present obligation as a result of past event; it is probable that an outflow of resources<br />

embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions<br />

except in respect of employee benefits are not discounted to its present value and are determined based on best estimate of the<br />

expenditure required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted<br />

to reflect the current best estimate. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying the<br />

economic benefit is remote.<br />

2. Segment Information for the year ended 31st December, <strong>2009</strong> (As required by Accounting Standard (AS)-17 Segment <strong>Report</strong>ing) :<br />

(a) The Company is organised into two primary business segments mainly :<br />

(i) Intermediates and Colours :<br />

Includes pigment dyestuffs and their dispersion, Intermediates for dyes, pesticides and pharmaceuticals and master batches for<br />

plastics and nylon fibers.<br />

(ii) Dyes and Specialty Chemicals :<br />

Includes dyestuff synthetic resins, binder materials, auxiliaries and chemicals.<br />

(b) The secondary segments of the Company are geographical segments mainly :<br />

(i) India<br />

(ii) Outside India<br />

(c)<br />

Segments have been identified and reported taking into account the nature of products and services, the differing risk and returns, the<br />

organisation structure, and the internal financial reporting system.<br />

(d) (i) Segment Revenue and Results :<br />

The expenses which are not directly attributable to the business segment are shown as unallocated corporate cost.<br />

(ii) Segment assets and liabilities :<br />

Segment assets include all operating assets used by the business segment and consist principally of fixed assets, debtors and<br />

inventories. Segment liabilities primarily include creditors and other liabilities.<br />

(iii) Assets and liabilities that cannot be allocated among the segments are shown as a part of unallocable corporate assets and<br />

liabilities respectively.<br />

Information about primary business segments :<br />

Intermediates<br />

&<br />

Colours*<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

Dyes and<br />

Specialty<br />

Chemicals<br />

Total<br />

Intermediates<br />

&<br />

Colours *<br />

2008<br />

Rs. Lakhs<br />

Dyes and<br />

Specialty<br />

Chemicals<br />

Revenue (Net)<br />

External Sales/Revenue 39266.95 53165.69 92432.64 40169.07 51854.86 92023.93<br />

Results<br />

Segment Results 8477.04 10758.66 19235.70 4704.42 7040.26 11744.68<br />

Unallocated Corporate Expenses (Net) (917.45) (1270.32)<br />

Operating profits 18318.25 10474.36<br />

Interest Income/Dividend Income 491.10 343.23<br />

Interest Expenses (100.32) (153.38)<br />

Profit before Exceptional Items and Taxation 18709.03 10664.21<br />

Exceptional items (See note 12, Schedule 17) (2450.46) (48.00)<br />

Profit before Taxation After Exceptional Items 16258.57 10616.21<br />

Current Tax/Deferred Tax (5427.34) (3550.26)<br />

Fringe Benefit Tax (39.00) (118.50)<br />

Short provision for taxation in respect of earlier years (30.77) (248.09)<br />

Profit after Tax 10761.46 6699.36<br />

Total


Notes to the Consolidated Financial Statements<br />

81<br />

Information about primary business segments : (Contd.)<br />

Intermediates<br />

&<br />

Colours*<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

Dyes and<br />

Specialty<br />

Chemicals<br />

Total<br />

Intermediates<br />

&<br />

Colours *<br />

2008<br />

Rs. Lakhs<br />

Dyes and<br />

Specialty<br />

Chemicals<br />

Other Information<br />

Segment Assets 19429.34 20580.09 40009.43 20989.52 22413.01 43402.53<br />

Unallocated Corporate Assets 16075.93 8227.81<br />

Total Assets 56085.36 51630.34<br />

Segment Liabilities 6597.21 9039.17 15636.38 4585.83 8065.95 12651.78<br />

Unallocated Corporate Liabilities 1817.98 1505.08<br />

Total Liabilities 17454.36 14156.86<br />

Capital Expenditure 668.46 316.36 984.82 1413.84 1240.40 2654.24<br />

Unallocated Corporate Capital Expenditure 14.43 35.20<br />

Total Capital Expenditure 999.25 2689.44<br />

Depreciation/Amortisation 1008.70 887.46 1896.16 1132.43 1100.77 2233.20<br />

Impairment of Fixed Assets 124.51 12.47 136.98 728.62 — 728.62<br />

Unallocated Corporate Depreciation 69.02 86.35<br />

Total Depreciation/Amortisation/Impairment 2102.16 3048.17<br />

Non-cash Expenses other than Depreciation/<br />

Amortisation/Impairment 61.72 63.93 125.65 541.04 298.42 839.46<br />

Unallocated Corporate Non-cash Expenses other than<br />

Depreciation/Amortisation/Impairment 64.28 33.20<br />

Total Non-cash Expenses other than<br />

Depreciation/Amortisation/Impairment 189.93 872.66<br />

Information about Secondary Segments :<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Total<br />

India Outside India Total India Outside India Total<br />

External Sales 75075.99 17356.65 92432.64 72990.89 19033.04 92023.93<br />

Segment Assets 36364.76 3644.67 40009.43 40417.60 2984.93 43402.53<br />

Additions to Fixed Assets 984.82 — 984.82 2654.24 — 2654.24<br />

Notes :<br />

1 Total assets exclude the following :<br />

(a) Advance payment of income tax Rs. 1769.39 lakhs (Rs. 1648.99 lakhs).<br />

(b) Deferred tax assets (Net) Rs. 275.72 lakhs (Rs. Nil).<br />

2 Total liabilities exclude the following :<br />

(a) Proposed dividend Rs. 3999.11 lakhs (Rs. 5065.54 lakhs).<br />

(b) Corporate tax on proposed dividend Rs. 679.65 lakhs (Rs. 860.89 lakhs).<br />

(c) Provision for taxation Rs. 1270.15 lakhs (Rs. 1177.43 lakhs).<br />

(d) Deferred tax liability (Net) Rs. Nil (Rs. 254.94 lakhs).<br />

* Products hitherto reported under “Masterbatches” segment is now reported under “Intermediates & Colours” segment since the products are<br />

similar in nature.


82 <strong>Clariant</strong> Chemicals (India) Limited — Consolidated<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

3. Related Party Disclosure as required by AS-18 “Related Party Disclosures” are given below :<br />

Relationship :<br />

(a) Holding Company :<br />

EBITO Chemiebeteiligungen AG, <strong>Clariant</strong> International AG and <strong>Clariant</strong> Participations AG, together hold 63.40% equity shares in the<br />

Company, the ultimate holding company being <strong>Clariant</strong> AG, Switzerland.<br />

(b) Other related parties in the <strong>Clariant</strong> group where common control exists and with whom the company has transactions :<br />

Fellow Subsidiary Companies :<br />

<strong>Clariant</strong> (Argentina) SA<br />

<strong>Clariant</strong> Masterbatches (Italia) S.p.A.<br />

<strong>Clariant</strong> (Australia) Pty. Ltd.<br />

<strong>Clariant</strong> Masterbatches (Shanghai) Ltd.<br />

<strong>Clariant</strong> (Canada) Inc.<br />

<strong>Clariant</strong> Masterbatches (Thailand) Ltd.<br />

<strong>Clariant</strong> (China) Ltd.<br />

<strong>Clariant</strong> Masterbatches Benelux SA<br />

<strong>Clariant</strong> (Colombia) SA<br />

<strong>Clariant</strong> Masterbatches Huningue<br />

<strong>Clariant</strong> (Egypt) SAE<br />

<strong>Clariant</strong> Masterbatches Ireland Limited<br />

<strong>Clariant</strong> (Gulf) FZE<br />

<strong>Clariant</strong> Masterbatches Norden AB<br />

<strong>Clariant</strong> (Japan) K.K.<br />

<strong>Clariant</strong> Masterbatches UK Ltd.<br />

<strong>Clariant</strong> (Korea) Ltd.<br />

<strong>Clariant</strong> Oil Services UK Ltd.<br />

<strong>Clariant</strong> (Malaysia) Sdn Bhd<br />

<strong>Clariant</strong> Pigments (Korea) Ltd.<br />

<strong>Clariant</strong> (Maroc) S.A.<br />

<strong>Clariant</strong> Pigments (Tianjin) Ltd.<br />

<strong>Clariant</strong> (Mexico) S.A. de C.V.<br />

<strong>Clariant</strong> Prodotti (Italia) S.p.A.<br />

<strong>Clariant</strong> (Pakistan) Ltd.<br />

<strong>Clariant</strong> Production (France)<br />

<strong>Clariant</strong> (Singapore) Pte. Ltd.<br />

<strong>Clariant</strong> Production UK Ltd.<br />

<strong>Clariant</strong> (Thailand) Ltd.<br />

<strong>Clariant</strong> Produkte (Deutschland) GmbH<br />

<strong>Clariant</strong> (Tianjin) Ltd.<br />

<strong>Clariant</strong> Produkte (Schweiz) AG<br />

<strong>Clariant</strong> (Uruguay) SA<br />

<strong>Clariant</strong> S.A.<br />

<strong>Clariant</strong> Advanced Materials GmbH<br />

<strong>Clariant</strong> Southern Africa (Pty.) Ltd.<br />

<strong>Clariant</strong> Chemicals (China) Ltd.<br />

<strong>Clariant</strong> Specialty Chemicals (Zhenjiang) Co., Ltd.<br />

<strong>Clariant</strong> Chemicals (Taiwan) Co., Ltd.<br />

<strong>Clariant</strong> Specialty Fine Chemicals (France)<br />

<strong>Clariant</strong> Colorquímica (Chile) Ltda.<br />

<strong>Clariant</strong> Trading (China) Ltd.<br />

<strong>Clariant</strong> Corporation<br />

<strong>Clariant</strong> Venezuela, S.A.<br />

<strong>Clariant</strong> Distribution UK Ltd.<br />

Dick Peters B.V.<br />

<strong>Clariant</strong> Distribuzione (Italia) S.p.A.<br />

K. J. Quinn<br />

<strong>Clariant</strong> Export AG<br />

PT <strong>Clariant</strong> Indonesia<br />

<strong>Clariant</strong> Ibérica Producción S.A.<br />

<strong>Clariant</strong> Life Science Molecules (Florida) Inc.<br />

<strong>Clariant</strong> Masterbatch Ibérica S.A.<br />

<strong>Clariant</strong> (Türkiye) Boya ve Kimyevi Maddeler Sanayi ve Ticaret A.S.<br />

<strong>Clariant</strong> Masterbatches (Deutschland) GmbH<br />

(c) Key Management Personnel :<br />

H. Meier : Vice-Chairman & Managing Director (upto 31.12.<strong>2009</strong>)<br />

During the year following transactions were entered into with related parties :<br />

(i) Holding Company and Fellow Subsidiaries :<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Holding Company :<br />

Transactions during the year :<br />

<strong>Clariant</strong> International AG<br />

Sale of goods 1501.15 1742.65<br />

Purchase of goods 9234.75 7673.84<br />

Services rendered 377.62 324.08<br />

Services received 699.34 644.13<br />

Dividend paid 1761.75 607.50<br />

Expenses recovered 1.51 19.46<br />

EBITO Chemiebeteiligungen AG<br />

Dividend Paid 2368.46 816.71<br />

<strong>Clariant</strong> Participations AG<br />

Dividend Paid 771.40 266.00<br />

Balances outstanding as at the year end :<br />

Amount payable 1142.51 984.03<br />

Amount receivable 449.12 676.53


Notes to the Consolidated Financial Statements<br />

83<br />

During the year following transactions were entered into with related parties : (Contd.)<br />

(i) Holding Company and Fellow Subsidiaries :<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Fellow Subsidiaries :<br />

Transactions during the year :<br />

Sale of goods<br />

<strong>Clariant</strong> Produkte (Deutschland) GmbH 1419.66 2338.86<br />

<strong>Clariant</strong> Corporation 1239.30 2321.54<br />

<strong>Clariant</strong> (China) Ltd. 2895.33 1524.41<br />

PT <strong>Clariant</strong> Indonesia 1170.42 811.89<br />

Others 4474.85 4119.63<br />

Purchase of goods<br />

<strong>Clariant</strong> (Tianjin) Ltd. 51.95 170.67<br />

<strong>Clariant</strong> (China) Ltd. 771.38 1008.24<br />

<strong>Clariant</strong> Corporation 44.82 127.58<br />

Others 486.29 211.87<br />

Purchase of capital goods<br />

<strong>Clariant</strong> Masterbatches (Deutschland) GmbH 5.27 170.08<br />

<strong>Clariant</strong> Masterbatches (Italia) S.p.A. 10.00 23.34<br />

<strong>Clariant</strong> Production UK Ltd. 2.97 —<br />

Sale of capital goods<br />

<strong>Clariant</strong> Produkte (Deutschland) GmbH 50.47 —<br />

Services rendered and others<br />

<strong>Clariant</strong> Export AG 308.38 283.67<br />

<strong>Clariant</strong> Produkte (Deutschland) GmbH 0.54 70.55<br />

Others 40.52 44.70<br />

Expenses recovered<br />

<strong>Clariant</strong> Produkte (Deutschland) GmbH — 4.49<br />

PT <strong>Clariant</strong> Indonesia 0.22 —<br />

<strong>Clariant</strong> (Singapore) Pte. Ltd. 0.05 —<br />

Others — 0.78<br />

Services received and others<br />

PT <strong>Clariant</strong> Indonesia 18.49 8.19<br />

<strong>Clariant</strong> (Singapore) Pte. Ltd. 20.67 29.65<br />

<strong>Clariant</strong> Southern Africa (Pty.) Ltd. 27.35 8.86<br />

<strong>Clariant</strong> Produkte (Deutschland) GmbH — 8.93<br />

<strong>Clariant</strong> S.A. — 10.51<br />

<strong>Clariant</strong> (Gulf) FZE 11.37 2.77<br />

Others 16.55 17.83<br />

Expenses reimbursed<br />

PT <strong>Clariant</strong> Indonesia 0.76 —<br />

<strong>Clariant</strong> (Malaysia) Sdn Bhd 1.63 —<br />

Balances outstanding as at the year end<br />

Amount payable 424.20 520.37<br />

Amount receivable 2476.97 1450.59<br />

(ii) Key Management Personnel :<br />

Remuneration 217.09 164.97<br />

Payable balance 67.58 26.75


84 <strong>Clariant</strong> Chemicals (India) Limited — Consolidated<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

4. Contingent liabilities not provided for :<br />

31-12-<strong>2009</strong><br />

Rs. Lakhs<br />

31-12-2008<br />

Rs. Lakhs<br />

I. (a) in respect of income tax matters<br />

decided against the Company, in respect of which the Company is in further appeal 1458.40 856.16<br />

II.<br />

decided in favour of the Company against which the department is in appeal 14.78 14.78<br />

(b) in respect of sales tax matters 578.58 494.22<br />

(c) in respect of excise matters 448.03 455.66<br />

(d) in respect of bills of exchange discounted with banks<br />

1119.58 29.60<br />

[since realised Rs. 783.61 lakhs (Rs.17.73 lakhs)]<br />

(e) Other matters in dispute 2.25 2.25<br />

(f) Disputed labour matters – Amount not ascertained.<br />

In respect of items (a) to (c), (e) & (f) future cash outflows in respect of contingent liabilities is determinable only on receipt of judgements<br />

pending at various forums/authorities.<br />

On 15th February 2005, the Company had received an order of the Tahsildar, Thane demanding Rs.120.70 lakhs for the lease of land to<br />

Thane Municipal Corporation, Fire Brigade and Maharashtra State Electricity Board without obtaining prior permission in writing against<br />

which the Company had filed a writ petition on 23rd February 2005 before the Bombay High Court. The Hon’ble High Court has granted<br />

interim stay in terms of the petition on 14th July 2005.<br />

31-12-<strong>2009</strong><br />

Rs. Lakhs<br />

31-12-2008<br />

Rs. Lakhs<br />

5. Estimated amount of contracts remaining to be executed on capital account and not<br />

provided for 179.15 201.56<br />

6. Deferred taxes :<br />

The major components of deferred tax assets and deferred tax liabilities are set out below :<br />

31-12-<strong>2009</strong><br />

Rs. Lakhs<br />

31-12-2008<br />

Rs. Lakhs<br />

Deferred tax assets<br />

(a) Provision for doubtful debts 105.50 95.50<br />

(b) Provision for retirement benefits 215.89 327.47<br />

(c) Expenses allowable for tax purposes when paid 53.54 53.54<br />

(d) Integration expenses 15.74 78.70<br />

(e) Payment/Provision for voluntary retirement scheme 1184.64 552.46<br />

(f) Others — 1.23<br />

1575.31 1108.90<br />

Deferred tax liabilities<br />

Depreciation/Amortisation/Impairment (1299.59) (1363.84)<br />

Deferred Tax assets/(liabilities) – Net 275.72 (254.94)<br />

7. Amount paid/payable by the Company to Directors (including Managing Director) as remuneration for services rendered in any<br />

capacity :<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Directors’ sitting fees 1.45 0.90<br />

Salaries 137.76 136.17<br />

Commission 36.75 34.75*<br />

Compensation for loss of office 40.83 —<br />

Provident fund 11.35 1.89<br />

Other perquisites and benefits in cash or in kind 0.40 0.16<br />

228.54 173.87<br />

* Actual paid during the Year Rs. 25.49 lakhs and Rs. 9.26 lakhs reversed during the year.


Notes to the Consolidated Financial Statements<br />

85<br />

8. Earnings Per Share :<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

(a) Net profit after taxation 10761.46 6699.36<br />

(b) Number of equity shares outstanding 26660745 26660745<br />

(c) Basic and Diluted earnings per share (Rupees) 40.36 25.13<br />

(d) Face value per share (Rupees) 10.00 10.00<br />

9. Assets taken on lease on or after 1st April, 2001 :<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

In respect of operating leases, where lease agreements have been formally entered into,<br />

lease payments recognised in the profit and loss account for the year are as follows.<br />

Office premises, vehicles and computers 382.43 377.91<br />

There are no restrictions such as those concerning dividends, additional debt and further<br />

leasing, imposed by the lease agreements entered into by the Company.<br />

Contingent rent payments in respect of vehicles are dependent upon the excess of actual<br />

usage, if any, over stipulated usage.<br />

The total of future minimum lease payments under non-cancellable operating leases are<br />

as follows :<br />

For a period not later than one year 285.05 326.65<br />

For a period later than one year and not later than five years 254.37 343.68<br />

Total 539.42 670.33<br />

10. Expenditure on Research and Development :<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

(a) Capital expenditure 3.36 9.93<br />

(b) Revenue expenditure charged to profit and loss account 224.20 323.29<br />

227.56 333.22<br />

11. Miscellaneous Expenses in Schedule 16 : Other expenditure include :<br />

Auditors’ remuneration and expenses : (Excluding Service tax)<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

(a) Audit fees 25.00 25.00<br />

(b) Company law matters 0.15 —<br />

(c) Taxation services 0.23 —<br />

(d) Other services 31.20 37.50<br />

(e) Out-of-pocket expenses 0.45 0.11<br />

57.03 62.61<br />

12. Exceptional items in Profit & Loss Account include :<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Termination benefits to Employees 2810.46 48.00<br />

Income from sale of flexible laminating adhesives business (360.00) —<br />

2450.46 48.00


86 <strong>Clariant</strong> Chemicals (India) Limited — Consolidated<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

13. Employee Benefits :<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Funded Unfunded Funded Unfunded<br />

(a) Defined benefit Plans – As per Actuarial valuation as on December 31, <strong>2009</strong> :<br />

Gratuity<br />

(i) Expenses recognised in the statement of Profit and Loss Account for the year<br />

1. Current Service Cost 181.10 4.17 190.63 4.36<br />

2. Interest Cost 178.36 6.86 142.81 6.01<br />

3. Expected return on Plan Assets (204.25) — (194.58) —<br />

4. Net acturial (Gain)/Loss recognised during the year (133.86) 4.54 234.40 (5.81)<br />

5. Expense/(Income) recognised in Profit & Loss Account 21.35 15.57 373.26 4.56<br />

[Gratuity expense/(income) have been recognised in Contribution/Provision for<br />

provident fund, superannuation scheme, gratuity fund etc. in “Personnel Cost”<br />

under Schedule 14]<br />

(ii) Actual return on Plan Assets for the year<br />

1. Expected return on Plan Assets 204.25 — 194.58 —<br />

2. Actuarial Gain/(Loss) on Plan Assets (38.87) — 39.51 —<br />

3. Actual return on Plan Assets 165.38 — 234.09 —<br />

(iii) Net Asset/(Liability) recognised in the Balance Sheet as at the year end<br />

1. Present Value of the Defined Benefit Obligation 2342.20 69.21 2940.12 84.42<br />

2. Fair Value of Plan Assets 2141.47 — 2553.09 —<br />

3. Net Asset/(Liability) recognised in the Balance Sheet (200.73) (69.21) (387.03) (84.42)<br />

(iv) Change in Defined Benefit Obligation during the year<br />

1. Present Value of Obligation at the beginning of the year 2940.12 84.42 2551.45 80.18<br />

2. Current Service Cost 181.10 4.17 190.63 4.36<br />

3. Interest Cost 178.36 6.86 142.81 6.01<br />

4. Benefits Paid (784.65) (30.78) (218.68) (0.32)<br />

5. Actuarial (Gain)/Loss on obligation (172.73) 4.54 273.91 (5.81)<br />

6. Present Value of Obligation as at the end of the year 2342.20 69.21 2940.12 84.42<br />

(v) Changes in fair value of Plan Asset during the year<br />

1. Fair Value of Plan Assets as at the beginning of the year 2553.09 — 2432.22 —<br />

2. Expected return on Plan Assets 204.25 — 194.58 —<br />

3. Contributions made 207.65 — 105.46 —<br />

4. Benefits paid (784.65) — (218.68) —<br />

5. Actuarial Gain/(Loss) on Plan Assets (38.87) — 39.51 —<br />

6. Fair value of Plan Assets as at the end of the year 2141.47 — 2553.09 —<br />

(vi) Major categories of Plan Assets as a percentage of Total Plan Assets<br />

1. Central Government Securities 29.64% — 24.84% —<br />

2. State Government Securities 12.32% — 10.03% —<br />

3. Private Sector Bonds 20.90% — 15.21% —<br />

4. Special Deposit Scheme 25.54% — 21.69% —<br />

5. Cash at Bank 1.15% — 1.10% —<br />

6. Investment in Insurance Companies 22.06% — 22.67% —<br />

7. Others (11.61%) — 4.46% —<br />

(vii) Actuarial Assumptions<br />

1. Discount Rate 8.0% 8.0% 7.0% 7.0%<br />

2. Expected Rate of return on Plan Assets 8.0% — 8.0% —<br />

3. Salary Escalation 4.0%-6.0% 4.0%-6.0% 4.0%-6.0% 4.0%-6.0%<br />

(viii) Experience Adjustments<br />

1. Experience Adjustments on Plan Assets (38.87) — — —<br />

2. Experience Adjustments on Plan Liabilities (49.77) 4.54 — —


Notes to the Consolidated Financial Statements<br />

87<br />

13. Employee Benefits : (Contd.)<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

(e)<br />

(f)<br />

<strong>2009</strong><br />

Rs. Lakhs<br />

2008<br />

Rs. Lakhs<br />

Defined benefit Plans – As per Actuarial valuation as on December 31, <strong>2009</strong> : (Contd.)<br />

Other Long Term Benefits<br />

The Defined Benefit obligations which are provided for but not funded are as under:<br />

Compensated Absence/Leave Salary 365.02 491.71<br />

Gratuity is administered through duly constituted and approved independent trusts and<br />

also through Group gratuity scheme with Life Insurance Corporation of India<br />

Future salary increases considered in acturial valuation take in to account inflation,<br />

seniority, promotion and other relevant factors, such as supply and demand in the<br />

employment market<br />

Basis used to determine expected rate of return on plan assets:<br />

The expected rate of return on plan assets is based on market expectation, at the<br />

beginning of the year, for returns over the entire life of the related obligation.<br />

Accounting standard 15 (Revised 2005) “Employee Benefits” requires the disclosure of<br />

experience adjustments for past four years, however, the information is given only for<br />

the current year.<br />

During the year the Company has recognised the following amounts in the Profit & Loss<br />

Account in Schedule 14 :<br />

Salaries, wages, bonus etc. includes compensated absences 49.17 93.02<br />

Contribution/Provision for provident fund, superannuation scheme, gratuity fund etc.<br />

includes :<br />

Provident Fund & Family Pension 275.30 278.81<br />

Superannuation Fund 239.24 370.57<br />

Gratuity Fund 36.92 377.82<br />

Other Funds 0.49 1.00<br />

14. The Company has entered into an agreement with Laxmi Organic Industries Ltd. on May 15, <strong>2009</strong> for the sale of its business of Diketene and<br />

downstream intermediate products together with removable plant and equipment. On receipt of full consideration, the transaction has been<br />

concluded in January 2010.<br />

15. Figures for the previous year have been regrouped wherever necessary to conform to the current year’s classification.<br />

16. The figures in brackets are those in respect of the previous accounting year.<br />

For and on behalf of the Board<br />

R. A. Shah Chairman<br />

P. Palm Vice-Chairman & Managing Director<br />

Diwan A. Nanda Director<br />

B. L. Gaggar Director Finance & Company Secretary<br />

Mumbai, 19th February, 2010


88 <strong>Clariant</strong> Chemicals (India) Limited<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong><br />

Financial Performance<br />

10 Years‘ Highlights<br />

(Rs. Million)<br />

Financial Year Ended 31st December<br />

Financial Year Ended 31st March<br />

<strong>2009</strong> 2008 2007 ****2006 ***2006 2005 2004 2003 2002 2001<br />

I. OPERATING RESULT<br />

Gross Sales 9732.2 10014.5 9517.1 7538.9 9246.5 4035.2 4083.4 3821.7 3310.1 3301.9<br />

Net Sales 9213.4 9163.9 8614.4 6870.4 8479.1 3656.1 3746.8 3492.8 2990.1 2991.8<br />

Gross Earnings Before Depreciation/<br />

Impairment and Taxation +2079.4 +1375.7 +1021.3 +655.7 893.1 472.5 380.0 343.7 273.0 236.8<br />

Profit Before Taxation #1631.1 #1072.9 #493.3 #507.8 648.4 *357.8 249.5 214.7 141.6 114.8<br />

Profit After Taxation 1081.4 674.8 317.9 328.7 403.9 155.9 335.7 149.7 90.6 89.8<br />

Equity Dividend 666.5 506.6 266.6 479.9 293.3 69.9 69.9 69.9 58.3 46.6<br />

II.<br />

FINANCIAL POSITION<br />

Gross Fixed Assets 3556.6 3985.1 3819.6 3831.7 3850.2 2105.6 1934.0 1973.8 1930.3 1912.7<br />

Net Fixed Assets 1527.3 1646.0 1719.1 1651.8 1601.6 837.2 737.7 804.8 862.9 935.0<br />

Investments 1245.0 578.4 294.3 465.0 1132.6 464.5 204.5 85.0 85.0 87.4<br />

Net Current Assets 698.5 1008.3 1164.8 1128.2 1198.7 743.5 741.5 843.3 982.1 1017.2<br />

Equity 266.6 266.6 266.6 266.6 **266.6 116.5 116.5 116.5 116.5 116.5<br />

Reserves 3211.3 2909.8 2827.6 2835.8 3054.4 1605.7 1529.6 1272.7 1200.6 1303.9<br />

Shareholders' Fund 3477.9 3176.4 3094.2 3102.4 3321.0 1722.2 1646.1 1389.2 1317.1 1420.4<br />

Loans and Deferred Payment Credits 20.5 30.9 40.7 62.1 559.4 339.4 110.4 236.4 474.0 619.2<br />

Capital Employed 3498.4 3207.3 3134.9 3164.5 3880.4 2061.6 1756.5 1625.6 1791.1 2039.6<br />

III.<br />

PER EQUITY SHARE<br />

Earnings (Rupees) #40.56 #25.31 #11.92 #12.33<br />

(Not<br />

<strong>Annual</strong>ised)<br />

15.15 13.30 28.82 12.96 7.97 7.45<br />

Dividend 25 19 10 18 11 6 6 6 5 4<br />

# After exceptional items<br />

+ Before exceptional items<br />

* Before prior period items<br />

** Including share capital suspense account<br />

*** In view of the amalgamation w.e.f. April 1, 2005, the figures of the year 2006 are not directly comparable to those of earlier years.<br />

**** Figures are for nine months ended December 31, 2006


www.clariant.in<br />

<strong>Clariant</strong> Chemicals (India) Limited<br />

Ravindra Annexe<br />

194 Churchgate Reclamation<br />

Mumbai 400 020

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