Mar 31, 2023
Your Directors are pleased to present the 66th Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2023.
1. FINANCIAL PERFORMANCE OF THE COMPANY
(Rs. in Lakhs) |
||
particulars |
Yearended |
Yearended |
March 31, |
March 31, |
|
2023 |
2022 |
|
Sales |
76,641.66 |
83,951.00 |
Profit before tax |
4,626.98 |
4,949.53 |
Exceptional Item |
(630.32) |
- |
Less: Tax expenses (Incl. deferred tax) |
2,078.75 |
617.54 |
Profit after tax |
1,917.91 |
4,331.96 |
Add : Balance brought forward from previous period |
27,360.53 |
26,317.60 |
Amount available for appropriation |
29,278.44 |
30,649.59 |
Appropriations |
||
Less: Dividend (including interim and final) |
.......................^ |
3,462.27 |
Less: Corporate tax on dividend |
.......................^ |
......................- |
Add : Other comprehensive income (OCI) / (Loss) |
(61.84) |
107.01 |
Add: Reversal of vested option forfeiture |
- |
66.20 |
Transferred to retained earnings |
- |
- |
Balance carried forward to the balance sheet |
29,216.29 |
27,360.53 |
The Company''s continued operations reported sales for the year ended March 31, 2023 of '' 76,641.66 Lakhs as against '' 83,951.00 Lakhs for the previous year ended March 31, 2022. The Company recorded a decline in sales by 9% of the total sales revenue for the year under review. 36% is contributed by exports.
The Board of Directors have not recommended any Dividend for the Financial year ended March 31, 2023. Pursuant to the requirement of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company have
formulated and adopted Dividend Distribution Policy which is available on the website of the Company at www.heubach.com.
4. change in name of the company
Consequent to the change in ownership structure of the Company post acquisition by SK Capital and Heubach Group, the Company changed its name from ''Clariant Chemicals (India) Limited'' to ''Heubach Colorants India Limited'' which was approved by the Registrar of Companies, Mumbai with effect from October 17, 2022.
5. corporate governance, management discussions and analysis report & business responsibility and sustainability report
The Company is committed to compliance standards, ensuring checks and balances between the Board and Management, as well as a sustainable approach to create value for all stakeholders. As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, Management Discussion and Analysis Report as well as Certificate confirming the compliance with the conditions of corporate governance and Business Responsibility and Sustainability Report are annexed herewith and forms part of this Annual Report.
6. significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future
During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
7. MATERIAL cHANGEs BETwEEN THE DATE OF THE BOARD REpORT AND END OF FINANciAL YEAR
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
8. subsidiary company
As on March 31, 2023, the Company does not have any subsidiary.
9. DETAILs OF DIREcTORs AND KEY MANAGERIAL pERsONNEL
Consequent to acquisition of the Company by SK Capital and Heubach Group, and change in management & control of the Company, the Nomination & Remuneration Committee, the Board of Directors and the Members of the Company, approved the following appointments:
1. Mr. Bharath R. Sesha (DIN: 01983066) as the Managing Director of the Company for a term of three consecutive years, effective from April 23, 2022 to April 22, 2025.
2. Mr. Ravi Kapoor (DIN: 01761752) as Non-Executive Director and Chairman of the Company with effect from April 23, 2022.
3. Mr. Abhijit Naik (DIN: 08097208) as Whole Time Director of the Company for a period of three years from April 23, 2022 to April 22, 2025. However, due to change in work profile within the organization, Mr. Abhijit Naik resigned as a Whole Time Director w.e.f. February 3, 2023.
4. Mr. Jugal Sahu (DIN: 02629782) as the Executive Director and Chief Financial Officer of the Company for a term of three consecutive years, effective from February 3, 2023 to February 2, 2026.
Mr. Alfred Muench, Mr. Thomas Wenger and Mr. Sanjay Ghadge, being Clariant''s representative resigned from Directorship of the Company effective from April 23, 2022.
The Board of Directors places on record its sincere appreciation to the Directors for their contribution during the tenure.
Key Managerial Personnel
1. Mr. Ashish Agarwal tendered his resignation to the Company from the post of Interim Chief Financial Officer of the Company, effective from closing working hours of April 20, 2022, for advancement of his career.
2. Mr. Jugal Sahu was appointed as Chief Financial Officer of the Company effective from August 9, 2022.
There were no other changes in the Key Managerial Personnel of the Company during the year.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ravi Kapoor retires by rotation at the
ensuing Annual General Meeting, and being eligible, he offers himself for re-appointment.
The above re-appointment forms part of the Notice of the 66th Annual General Meeting and a Resolution is recommended for your approval.
The brief profile of Mr. Ravi Kapoor, covering details of his qualification and experience, as required pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by The Institute of Company Secretaries of India is annexed to the notice of this Annual General Meeting.
All Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, amended. They have also confirmed that they have registered their name in the data bank of Independent Directors.
10. audit committee
The details on the composition, meeting, attendance, etc. of the Audit Committee are provided in the Corporate Governance Section of the Annual Report. The Board has accepted all the recommendations of the Audit Committee during the Financial year under review.
11. number OF meetings OF THE BOARD
During the year under review, the Board of Directors met 6 times on April 22, 2022, May 24, 2022, August 9, 2022, November 9, 2022, November 30, 2022 and February 3, 2023.
12. cONsERvATION OF ENERGY, TEcHNOLOGY ABsORpTION, FOREIGN ExcHANGE
earnings and outgo
As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant information and data for the year ended March 31, 2023 are annexed to this report as ''Annexure A''.
13. corporate social responsibility
In terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Board of Directors of your Company has constituted a Corporate Social Responsibility (''CSR'') Committee which constitutes of
following members: |
|
Name |
Category |
Dr. (Mrs.) Indu Shahani |
Chairperson |
Mr. Kewal Handa |
Member |
Mr. Bharath R. Sesha |
Member |
(w.e.f. April 23, 2022) |
|
Mr. Sanjay Ghadge |
Member |
(till April 23, 2022) |
Your Company also has in place a CSR policy and the same is available on the website of the Company at www.heubach.com. A detailed report as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as ''Annexure B'' forming part of this report.
14. NOMiNATiON AND REMUNERATiON POLiCY
The Board has, based on the recommendation of Nomination and Remuneration Committee, framed a policy on Nomination and Remuneration of its Directors and Key Managerial Personnel, which is available on the website of the Company at www. heubach.com.
15. BoARD EVALUATiON And FAMiLiARiZATiON
programme
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual evaluation of its own performance and Board Committees by seeking the inputs of Directors on various aspects of the Board/ Committee Governance. The Board have reviewed the performance of the individual Directors and the Chairperson. The manner in which the evaluation has been carried out is stated in the Corporate Governance Report.
The details of programme for familiarization of the Independent Directors of your Company are available on the Company''s website at www.heubach.com.
16. particulars of employee
As per provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to the particulars of employees who are in receipt of remuneration as prescribed under the Section is annexed as ''Annexure O''.
The statement of particulars of employees pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report. However, pursuant to proviso to Section 136(1) of the Companies Act, 2013, the report and accounts are being sent to members excluding this statement of particulars of employees. Any member interested in obtaining a copy of this statement, may write to Company Secretary at investor-relations [email protected].
17. directors'' responsibility statement
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:
(i) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit & loss of the Company for that period;
(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts on a going concern basis;
(v) The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
18. statutory auditor & AUDIT REpoRT
M/s. MSKA & Associates, Statutory Auditors, in their Audit report for the Financial year ended March 31, 2023, have commented that the backup of the books of accounts and other books and papers maintained in electronic mode has not been maintained on servers physically located in India. The Company would like to clarify that the Company''s SAP is centralized in global Data Centers outside India where the backup storage is maintained. The Company is reviewing the maintenance of backup of SAP data in India as required under Rule 3 of the Companies (Account) Rules, 2014.
The Board of Directors, in pursuance of order under Section 148 of the Companies Act, 2013, appointed M/s. RA & Co., Cost Accountants, as Cost Auditors of the Company to carry out the audit of the cost accounts of the Company for the Financial year 202324, subject to approval of Central Government, if any. The Cost Audit Report for the 12 months ended March 31, 2022 has been filed on due date.
Pursuant to provisions of Section 204 of the Companies Act, 2013, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s J. R. Ahuja & Co., Company Secretary, as Secretarial Auditor to carry out the Secretarial Audit for the FY 2022-23.
The Secretarial Audit Report is annexed herewith as ''Annexure D''. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark and is self - explanatory and thus does not require any further comments.
21. INTERNAL FINANCIAL OoNTRoLS AND THEIR ADEQUACY
The details in respect of Internal Financial Controls and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this Report.
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return in Form MGT-7 as on March 31, 2023, is available on Company''s website at www.heubach.com.
The Company has a robust Risk Management to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. Many risks identified by the business and functions
are systematically addressed through mitigating actions on a continuing basis. The Company has framed a Risk Management Policy to manage the risks involved in all activities of the Company, to maximize opportunities and minimize adversities.
In accordance of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company have constituted the Risk Management Committee. Particulars of the committee are provided in the Corporate Governance Report forming part of this Annual Report.
24. RELATED pARTY TRANSACTioNS
In line with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Policy on Material Related Party Transactions which is available on Company''s website at www. heubach.com.
All the Related Party Transactions entered during the year under review were in ordinary course of business and on arm''s length basis. All the Related Party Transactions are placed before Audit Committee for review and approval. Prior omnibus approvals are granted by Audit Committee for Related Party Transactions which are of repetitive nature, entered in the ordinary course of business and are on arm''s length basis.
The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 in the Form AOC-2 is annexed as ''Annexure E'' to this report.
25. particulars of LoANS, GUARANTEES or INVESTMENTS
The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, is given in the notes forming part of Financial Statements.
During the year under review, the Company has not accepted any deposits from the public falling under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on the balance sheet date.
The Company believes in upholding professional integrity and ethical behavior in the conduct of its business. To uphold and promote these standards, the Company has adopted Whistle Blower Policy for its Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal.
28. PREVENTION OF SEXUAL HARASSMENT OF WOMEN At workplace
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, no complaints were received for sexual harassment of women at workplace.
29. constitution ofinternalcomplaints committee
The Company has constituted an Internal Complaint Committee (ICC) and complied with all the requirements of provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
30. DETAILS IN RESpEcT of FRAuDS REpoRTED BY AUDiTORS UNDER SUB-SECTiON (12) OF SECTiON 143 oF The compANIES Act, 2013 ''oTHER Than
those which are reportable to the central government''
No matter of actual or alleged fraud has been reported by the auditors under Sub-Section (12) of Section 143 of the Companies Act, 2013.
31. acknowledgement
The Board of Directors wish to place on record its sincere appreciation for the support received from its stakeholders including shareholders, bankers, distributors, suppliers and business associates. The Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees that ensured sustained performance in a challenging business environment.
For and on behalf of the Board of Directors
Ravi Kapoor Bharath R. Sesha
Chairman Managing Director
DIN (01761752) DIN (01983066)
Navi Mumbai, July 25, 2023
Mar 31, 2018
Dear Members,
The Directors are pleased to present the 61st Annual Report together with the Audited Statement of Accounts for the Year ended March 31, 2018.
1. Financial performance of the Company
(Rs. in Lakhs)
Particulars |
Year ended 31.03.2018 |
Year ended 31.03.2017 |
Sales (Gross - including excise duty) |
99345.41 |
101986.16 |
Less: Excise duty |
1511.23 |
7872.76 |
Sales (Net of excise duty ) |
97834.18 |
94113.40 |
Profit before tax |
3341.40 |
3628.77 |
Less: Tax expenses (Incl. deferred tax) |
1181.33 |
1180.73 |
Profit after tax |
2160.07 |
2448.04 |
Add: Balance brought forward from previous period |
53143.64 |
52360.56 |
Amount available for appropriation |
55303.71 |
54808.60 |
Appropriations |
||
Final dividend |
5770.45 |
2308.18 |
Corporate tax on dividend |
1174.75 |
469.90 |
Transfer to equity instruments through Other comprehensive income (OCI) |
- |
(1187.10) |
Other comprehensive income (OCI) |
54.42 |
73.98 |
Balance carried forward to the Balance Sheet |
48304.09 |
53143.64 |
2. Review of operations
The Companyâs continued operations reported sales for the year ended March 31, 2018 stood at Rs. 97834.18 lakhs as against Rs. 94113.40 lakhs for the previous year ended March 31, 2017, thereby recording marginal growth of 4% in sales. Of the total sales revenue for the year under review, 24% is contributed by exports. The Company remains committed and focused on its drive for sustainable growth in all segments it operates, through better material and cost management, targeting new markets and introducing innovative products.
3. Dividend
The Board of Directors are pleased to recommend a Final Dividend of Rs. 5/- per share (50%).
The Final Dividend together with tax thereon entails cash outflow of Rs. 1391.30 Lakhs and a payout of 53% of Profit for the year ended 31st March, 2018.
The total dividend for the period under review amounts to Rs. 5/- per share (50%) as compared to Rs. 25/- per share (250%) paid for the previous year.
Pursuant to the requirement of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company have formulated and adopted Dividend Distribution Policy which is available on the website of the Company at www.clariant.com and also annexed as âAnnexure Aâ.
4. Corporate Governance, Management Discussion and Analysis Report
The Company is committed to compliance standards, ensuring checks and balances between the Board and Management, as well as a sustainable approach to create value for all stakeholders. As stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, Management Discussion and Analysis as well as Auditorâs Certificate confirming the compliance with the conditions of Corporate Governance are attached herewith and forms part of this Annual Report.
5. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future
During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
6. Material changes between the date of the Board report and end of financial year
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
7. Subsidiary Company
As on March 31, 2018, the Company does not have any subsidiary.
8. Details of Directors and Key Managerial Personnel
During the year under review, Mr. Adnan Ahmad was appointed as Vice-Chairman and Managing Director effective from June 1, 2017 in place of Dr. Deepak Parikh who was appointed as Head of Region, North America within the Clariant Group.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mario Brocchi retires by rotation at the forthcoming Annual General Meeting, and being eligible, he offers himself for re-appointment.
The above re-appointment forms part of the Notice of the 61st Annual General Meeting and the respective Resolution is recommended for your approval.
All Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
There were no other changes in the Key Managerial Personnel of the Company during the year under review.
9. Audit Committee
The details on the composition, meeting, attendance, etc. of the Audit Committee are provided in the Corporate Governance Section of the Annual Report. The Board has accepted all the recommendations of the Audit Committee during the Financial year under review.
10. Number of meeting of the Board
During the year under review, the Board of Directors met 4 times on May 23, 2017, August 11, 2017, November 13, 2017, and February 13, 2018.
11. Conservation of energy, technology absorption, foreign exchange earnings and outgo
As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant information and data for the year ended March 31, 2018 are annexed to this report as âAnnexure Bâ.
12. Corporate Social Responsibility
In terms of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (âCSRâ) Committee which constitutes of following members:
Name |
Category |
Dr. (Mrs.) Indu Shahani |
Chairperson, |
Independent Director |
|
Mr. Kewal Handa |
Independent Director |
Mr. Adnan Ahmad |
Vice-Chairman & |
Managing Director |
|
Mr. Karl Holger Dierssen |
Non-Executive Director |
Your Company also has in place a CSR policy and the same is available on the website of the Company at www.clariant.com. A detailed report as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as âAnnexure Câ.
13. Nomination and Remuneration Policy
The Board has, on the recommendation of Nomination and Remuneration Committee, framed a policy on Nomination and Remuneration of its Directors and Key Managerial Personnel, which is annexed as âAnnexure Dâ.
14. Board Evaluation and Familiarisation programme
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out the annual evaluation of its own performance and Board Committees by seeking the inputs of Directors on various aspects of the Board / Committee Governance. The Board have reviewed the performance of the Individual Directors and the Chairperson. The manner in which the evaluation has been carried out is stated in the Corporate Governance Report.
The details of programme for familiarization of the Independent Directors ofyour Company is available on the Companyâs website at www.clariant.com.
15. Particulars of Employee
As per provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to the particulars of employees who are in receipt of remuneration as prescribed under the said Section is annexed as âAnnexure Eâ.
The statement of particulars of employees pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report. However, pursuant to provisions of Section 136 (1) of the Companies Act, 2013, the report and accounts are being sent to members excluding this statement of particulars of employees. Any member interested in obtaining a copy of this statement, may write to Company Secretary at the registered office of the Company.
16. Directorsâ Responsibility Statement
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:
(i) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit and loss of the Company for that period;
(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts on a going concern basis;
(v) The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
17. Statutory Audit Report
M/s. Price Waterhouse Chartered Accountants LLP, Statutory Auditors, in their report, have commented that the backup of the books of accounts and other books and papers maintained in electronic mode has not been maintained on servers physically located in India. The Company would like to clarify that the Companyâs SAP is centralized in global Data Centers outside India where the backup storage is maintained. The Company is reviewing the maintenance of backup of SAP data in India as required under Rule 3 of the Companies (Account) Rules, 2014.
18. Cost Audit
The Board of Directors, in pursuance of order under Section 148 of the Companies Act, 2013, appointed M/s. RA & Co., Cost Accountants, as Cost Auditors of the Company to carry out the audit of the cost accounts relating to the Company for the Financial year 2018-19, subject to approval of Central Government, if any. The cost audit report for the 12 months ended March 31, 2017 has been filed on due date.
19. Secretarial Audit Report
Pursuant to provisions of Section 204 of the Companies Act, 2013, and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board have appointed M/s J. R. Ahuja & Co., Company Secretary, as Secretarial Auditor to carry out the Secretarial Audit for the Financial year 2017-18.
The Secretarial Audit Report is annexed herewith as âAnnexure Fâ. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further comments.
20. Internal Financial Controls and their Adequacy
The details in respect of Internal Financial Controls and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this Report.
21. Extract of Annual Return
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, an extract of the Annual Return in Form MGT-9 is annexed herewith as âAnnexure Gâ.
22. Risk management policy
The Company has a robust Risk Management to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. Many risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. The Company has framed a Risk Management Policy to manage the risks involved in all activities of the Company, to maximize opportunities and minimize adversities.
23. Related Party Transactions
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Policy on Material Related Party Transactions which is available on Companyâs website at www.clariant.com.
All the Related Party Transactions entered during the year under review were in ordinary course of business and on armâs length basis. All the Related Party Transactions are placed before Audit Committee for review and approval. Prior omnibus approval are granted by Audit Committee for Related Party Transactions which are of repetitive nature, entered in the ordinary course of business and are on armâs length basis.
The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 in the Form AOC-2 is annexed as âAnnexure Hâ.
24. Particulars of loans, guarantees or investments
The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, is given in the notes forming part of Financial Statements.
25. Public Deposits
During the year under review, the Company has not accepted any deposits from the public falling under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on the Balance Sheet date.
26. Vigil Mechanism
The Company believes in upholding professional integrity and ethical behavior in the conduct of its business. To uphold and promote these standards, the Company has adopted Groupâs Integrity Line Policy which is akin to Whistle Blower Policy or Vigil Mechanism Policy for its Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal.
27. Prevention of Sexual Harassment of Women at Workplace
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there was one instance of an allegation of Sexual Harassment which stands addressed.
28. Details in respect of frauds reported by auditors under sub-section (12) of Section 143 âother than those which are reportable to the Central Governmentâ
No matters of actual or alleged fraud has been reported by the auditors under sub-section (12) of Section 143 of the Companies Act, 2013.
29. Acknowledgement
The Board of Directors wish to place on record its sincere appreciation for the support received from its stakeholders including shareholders, bankers, distributors, suppliers and business associates. The Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees that ensured sustained performance in a challenging business environment. The Directors also express their appreciation of the assistance and unstinted support received from Clariant group Companies.
For and on behalf of the Board of Directors
Mr. Kewal Handa Mr. Adnan Ahmad
Chairman Vice- Chairman & Managing Director
DIN (00056826) DIN (00 046742)
Navi Mumbai, May 15, 2018
Mar 31, 2017
Dear Members,
The Directors are pleased to present the 60th Annual Report together with the Audited Statement of Accounts for the Year ended March 31, 2017.
These Financial Statements are the first Financial Statements of the Company under Indian Accounting Standards.
1. Financial performance of the Company
(Rs. in Lakhs)
Particulars |
12 months ended 31.03.2017 |
15 months ended 31.03.2016 |
Sales (Gross- including excise duty) |
101986.16 |
118813.11 |
Profit before tax |
3628.77 |
5026.61 |
Less: Tax expenses (incl. deferred tax) |
(1180.73) |
(935.52) |
Profit after tax |
2448.04 |
4091.09 |
Profit from discontinued operations (Net of tax expenses) |
- |
1845.85 |
Total profit for the period |
2448.04 |
5936.94 |
Add: Balance brought forward from previous period |
52360.56 |
91614.53 |
Amount available for appropriation |
54808.60 |
97551.47 |
Appropriations : |
||
Interim dividend |
- |
37325.04 |
Final dividend |
2308.18 |
- |
Corporate Tax on dividend |
469.90 |
7463.04 |
Transfer for equity instruments through Other comprehensive income (OCI) |
(1187.10) |
- |
Other comprehensive income (OCI) |
73.98 |
(65.26) |
Utilised for buyback expenses |
- |
302.75 |
Depreciation adjustment on account of change in useful life of assets |
- |
165.34 |
Balance carried forward to the balance sheet |
53143.64 |
52360.56 |
2. Review of operations
The operational performance for the current year is not strictly comparable with that of the previous period in view of the previous period being that for 15 months. The Companyâs continuing operations reported sales for the year ended March 31, 2017 stood at Rs.101986.16 Lakhs as against Rs.118813.11 Lakhs for the previous 15 months period ended March 31, 2016. However on a like to like period for the 12 months, Company recorded a sales growth of 7.8%. Of the total sales revenue for the year under review, 21% is contributed by exports. The Companyâs continued focus on sales growth, effective raw material management and cost control measures, helped in improving the Companyâs operational PBDIT (excluding other income) to Rs.6713.22 Lakhs (6.6% of sales) against Rs.6432.77 Lakhs (5.4% of sales) during the previous 15 months period ended March 31, 2016. The Company remains committed and focused on its drive for sustainable growth in all segments it operates, through better material and cost management, targeting new markets and introducing innovative products.
3. Dividend
The Board of Directors are pleased to recommend a final Dividend of Rs.25/- per share (250%).
The final dividend together with tax thereon entails cash outflow of Rs. 6945.20 Lakhs and a payout of 227% of the total comprehensive income for the year ended 31 March 2017.
The total dividend for the period under review amounts to Rs.25 per share (250%) as compared to Rs.150 per share (1500%) paid for the previous year. (previous year includes final dividend ofRs. 10 per share & interim dividend of Rs.140 per share based on the exceptional income arising from the sale of Kolshet land).
Pursuant to the requirement of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company have formulated and adopted Dividend Distribution Policy which is available on the website of the Company at www.clariant.com and also annexed as âAnnexure Aâ.
4. Corporate Governance, Management Discussion and Analysis Report
The Company is committed to compliance standards, ensuring checks and balances between the Board and Management, as well as a sustainable approach to create value for all stakeholders. As stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, Management Discussion and Analysis as well as Auditorâs Certificate confirming the compliance with the conditions of corporate governance are attached herewith and forms part of this Annual Report.
5. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future
During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
6. Material changes between the date of the Board report and end of financial year
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
7. Subsidiary Company
As on March 31, 2017, the Company does not have any subsidiary.
8. Details of Directors and Key Managerial Personnel
During the year under review, the Board of Directors, at their meeting held on January 28, 2017, appointed Mr. Adnan Ahmad as Executive Director of the Company effective from April 3, 2017 and further as Vice-Chairman and Managing Director effective from June 1, 2017 in place of Dr. Deepak Parikh who will step down as the Vice-Chairman and Managing Director of the Company effective from closing of working hours of May 31, 2017, consequent to his appointment as Head of Region, North America within the Clariant Group.
Notice, as required, under Section 160 of the Companies Act, 2013, have been received from one of the members proposing the candidature of Mr. Adnan Ahmad as Executive Director of the Company effective from April 3, 2017 and further as the Vice-Chairman & Managing Director effective from June 1, 2017.
The Board placed on records its sincere appreciation to Dr. Deepak Parikh for his excellent leadership in steering the overall growth and development of the Company and the contributions made during his tenure.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Alfred Muench retires by rotation at the ensuing Annual General Meeting, and being eligible, he offers himself for re-appointment.
The above appointment and re-appointment forms part of the Notice of the 60th Annual General Meeting and the respective Resolutions are recommended for your approval.
All Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
During the year under review, Mr. Sanjay Ghadge was appointed as the Chief Financial Officer in place of Ms. Raksha Kamdar, Interim Chief Financial Officer, with effect from May 20, 2016.
There were no other changes in the Key Managerial Personnel of the Company during the year under review.
9. Audit Committee
The details on the composition, meeting, attendance, etc. of the Audit Committee are provided in the Corporate Governance Section of the Annual Report. The Board has accepted all the recommendations of the Audit Committee during the Financial Year under review.
10. Number of meeting of the Board
During the year under review, the Board of Directors met 5 times on May 20, 2016, August 12, 2016, December 1, 2016, January 28, 2017 and February 10, 2017.
11. Conservation of energy, technology absorption, foreign exchange earnings and outgo
As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant information and data for the year ended March 31, 2017 are annexed to this report as âAnnexure Bâ.
12. Corporate Social Responsibility
In terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (âCSRâ) Committee. Effective from June 1, 2017, the Committee constitutes of following members:
Name |
Category |
Dr. (Mrs.) Indu Shahani |
Chairperson, Independent |
Director |
|
Mr. Kewal Handa |
Independent Director |
Mr. Adnan Ahmad |
Vice-Chairman & |
Managing Director |
|
Mr. Karl Holger Dierssen |
Non-Executive Director |
Your Company also has in place a CSR policy and the same is available on the website of the Company at www.clariant.com. A detailed report as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as âAnnexure Câ forming part of this report.
13. Nomination and Remuneration Policy
The Board has, on the recommendation of Nomination and Remuneration Committee, framed a policy on Nomination and Remuneration of its Directors and Key Managerial Personnel, which is attached as âAnnexure Dâ.
14. Board Evaluation and Familiarisation programme
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out the annual evaluation of its own performance and Board Committees by seeking the inputs of Directors on various aspects of the Board / Committee Governance. The Board have reviewed the performance of the individual directors and the Chairperson. The manner in which the evaluation has been carried out is stated in the Corporate Governance Report.
The details of programme for familiarization of the Independent Directors of your Company is available on the Companyâs website at www.clariant.com.
15. Particulars of Employee
As per provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to the particulars of employees who are in receipt of remuneration as prescribed under the Section is attached as âAnnexure Eâ.
The statement of particulars of employees pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report. However, pursuant to provisions of Section 136 (1) of the Companies Act, 2013, the report and accounts are being sent to members excluding this statement of particulars of employees. Any member interested in obtaining a copy of this statement, may write to Company Secretary at the registered office of the Company.
16. Directorsâ Responsibility Statement
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:
(i) In the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit and loss of the Company for that period;
(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Directors had prepared the annual accounts on a going concern basis;
(v) The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
17. Statutory Auditor & Audit Report
In accordance with Section 139 of the Companies Act, 2013, M/s. Price Waterhouse Chartered Accountants LLP, (Firm Regn. No 012754N/ N500016), were appointed as Statutory Auditors by the members of the Company for a period of 4 years from the conclusion of 58th Annual General Meeting, subject to ratification by the shareholders at every subsequent Annual General Meeting. The Statutory Auditors being eligible offer themselves for reappointment. Your Directors recommends the ratification of their appointment as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.
The Auditorâs in their report have commented that the back up of the books of accounts and other books and papers maintained in electronic mode has not been maintained on servers physically located in India. The Company would like to clarify that the Companyâs SAP is centralized in Global Data Centers outside India where the backup storage is maintained. The Company is reviewing the maintenance of backup of SAP data in India as required under Rule 3 of the Companies (Account) Rules, 2014.
18. Cost Audit
The Board of Directors, in pursuance of order under Section 148 of the Companies Act, 2013, appointed M/s. RA & Co., Cost Accountants, as Cost Auditors of the Company to carry out the audit of the cost accounts relating to âDyesâ for the Financial year 2017-18, subject to approval of Central Government, if any. The cost audit report for the 15 months ended March 31, 2016 has been filed on due date.
19. Secretarial Audit Report
Pursuant to provisions of Section 204 of the Companies Act, 2013, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. V. V. Chakradeo, Practising Company Secretary, as Secretarial Auditor to carry out the secretarial audit for the Financial year 2016-17.
The Secretarial Audit Report is annexed herewith an âAnnexure Fâ. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further comments.
20. Internal Financial Controls and their Adequacy
The details in respect of Internal Financial Controls and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this Report.
21. Extract of Annual Return
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, an extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure Gâ to this report.
22. Risk management policy
The Company has a robust Risk Management to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. Many risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. The Company has framed a Risk Management Policy to manage the risks involved in all activities of the Company, to maximize opportunities and minimize adversities.
23. Related Party Transactions
In line with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Policy on Material Related Party Transactions which is available on Companyâs website at www.clariant.com.
All the Related Party Transactions entered during the year under review were in ordinary course of business and on armâs length basis. All the Related Party Transactions are placed before Audit Committee for review and approval. Prior omnibus approval are granted by Audit Committee for Related Party Transactions which are of repetitive nature, entered in the ordinary course of business and are on armâs length basis.
The disclosure of Related Party Transactions as required under Section 134(3)(h) of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 in the Form AOC-2 is attached as âAnnexure Hâ to this report.
24. Particulars of loans, guarantees or investments
The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, is given in the notes forming part of Financial Statements.
25. Public Deposits
During the year under review, the Company has not accepted any deposits from the public falling under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on the balance sheet date.
26. Vigil Mechanism
The Company believes in upholding professional integrity and ethical behavior in the conduct of its business. To uphold and promote these standards, the Company has adopted Groupâs Integrity Line Policy which is akin to Whistle Blower Policy or Vigil Mechanism Policy for its Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal.
27. Prevention of Sexual Harassment of Women at Workplace
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there has been one instance of an allegation of Sexual Harassment which is under investigation.
28. Details in respect of frauds reported by auditors under sub-section (12) of Section 143 âother than those which are reportable to the Central Governmentâ
No matters of actual or alleged fraud has been reported by the auditors under sub-section (12) of Section 143 of the Companies Act, 2013.
29. Acknowledgement
The Board of Directors wish to place on record its sincere appreciation for the support received from its stakeholders including shareholders, bankers, distributors, suppliers and business associates. The Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees that ensured sustained performance in a challenging business environment. The Directors also express their appreciation of the assistance and unstinted support received from Clariant group companies.
For and on behalf of the Board of Directors
Mr. Kewal Handa Dr. Deepak Parikh
Chairman Vice-Chairman & Managing Director
DIN (00056826) DIN (06504537)
Navi Mumbai, May 23, 2017
Mar 31, 2016
Dear Members,
The Directors are pleased to present the 59th Annual Report together with the audited statement of accounts for the 15 months
ended March 31, 2016.
1. Financial Year change of the Company
Pursuant to the provisions of Section 2(41) of Companies Act, 2013, the Companies are required to have a uniform financial year
for the period from 1st April to 31st March. Accordingly, the Company changed its Financial Year from the period ending 31st
December to 31st March. The accounting / financial year under review was thereby, extended by a period of three months consequent
to which the financial year under review is for a period of fifteen months commencing from January 1, 2015 to March 31, 2016.
Financial year 2015-16 / year ended March 31, 2016 / period under review, wherever mentioned in this entire Annual Report, refers
to the period of fifteen months from January 1, 2015 to March 31, 2016.
2. Financial performance of the Company
(Rs, in Lakhs)
PARTICULARS 15 months 12 months
ended ended
31.03.2016 31.12.2014
Sales (Gross-
including excise duty) 1,232,10.72 1,082,48.16
Net sales 1,139,80.37 1,008,20.49
Profit before
exceptional items & tax 44,28.46 3,82.75
Add: Exceptional items 23,53.48 1,183,58.50
Profit before tax 67,81.94 1,187,41.25
Less: Tax expenses
(incl. deferred tax) 14,95.21 244,09.70
Profit after tax 52,86.73 943,31.55
Add: Balance brought
forward from 915,75.65 188,42.04
previous year
Amount available
for appropriation 968,62.38 1,131,73.59
Appropriations:
General reserve - 94,33.16
Depreciation
adjustment for change 1,65.34
in useful life
(Net of deferred tax)
Interim dividend 373,25.04 103,97.69
Proposed dividend
(final) 23,08.18
Tax on dividend
(interim & final 79,32.94 17,67.09
proposed)
Balance carried
forward to balance sheet 491,30.88 915,75.65
3. Review of operations
The Company has registered a good performance over the previous year, despite loss of sales due to divestment of leather business
in the previous year and Industrial consumer business in the period under review. The business sentiments confronted with the
challenges of market conditions and slowdown in global demand remained extremely challenging. Our agility in adapting to our
customers'' innovative needs and the aligned team work by our dedicated employees are the key enablers helping the Company
accomplish its growth.
The Company has reported total Net Sales of Rs, 1139.80 crores for the 15 months period under review as compared to Rs, 1008.20
crores in the previous year, registering a growth of 13%. The Company''s Net Sales for the continuing Businesses, registered a
growth of 12% on a like-to- like period. Of the total sales revenue of the continuing Businesses for the period, 27% is
contributed by exports. During the 15 months period, the Profit before exceptional items & tax stood at Rs, 44 crores as against
Rs, 4 crores in the previous year. Due to the strong sales, effective raw material management and better cost controls, the
Profit as a percentage of sales increased from 0.4% to 3.9%. The Net Profit after accounting of exceptional items and tax is
lower over the previous year mainly due to higher exceptional income in the previous year from sale of Kolshet site. The Company
remains committed to its growth strategy and focused to improve its continuing business, looking for higher market share in the
business segments it operates.
4. Dividend
During the period under review, based on the exceptional income arising from the sale of Kolshet land in the previous year, your
Directors had declared an interim dividend of Rs, 140/- per share (1400%) for the Financial year 2015-16 and paid the same in
January 2015. The interim dividend together with tax thereon entailed cash outflow of Rs, 447.88 crores and pay out of 41.3 % of
the Net Profits from sale of Kolshet site.
The Board of Directors is pleased to recommend a Final Dividend ofRs, 10/- per share (100%).
The final dividend together with tax thereon entails cash outflow of Rs, 27.78 crores and pay out of 52.6% of the Net Profit for
the 15 months period ended March 31, 2016.
The total dividend for the peried under review amounts to Rs, 150 per share (1500%) as compared to Rs, 39/- per share (390%) paid
for the previous year.
5. Acquisition of Carbon Black Business from Lanxess India Private Limited
In terms of the Business Transfer Agreement signed between the Company and Lanxess India Private Limited, the Company acquired
the "Carbon Black Business" from Lanxess India Private Limited effective close of business hours on March 31, 2015, comprising
the Carbon Black Dispersion plant located at Nagda, India, together with its respective assets, liabilities and employees as a
going concern on a slump sale basis for a lump sum consideration of Rs, 13.46 crores (including non-compete fees) after working
capital adjustment, as at March 31, 2015. The acquisition of Carbon Black Business was strategic for Clariant for survival of its
current business in similar products.
6. Sale of Industrial & Consumer Specialties (ICS) Business
In accordance with the approval granted by the Board pursuant to the provisions of Section 179 of the Companies Act, 2013 and the
powers conferred upon the Board by Articles of Association of the Company and as per the Valuation Report of Deloitte Haskins &
Sells, the Company sold its Industrial & Consumer Specialties (ICS) Business along with employees, assets, liabilities and
including all licenses, permits, consents and approvals thereto on a going concern by way of a slump sale on a "as is where is
basis" to Clariant India Limited, (erstwhile known as Clariant India Private Limited) for a total consideration of Rs, 42 Crore,
effective from August 1, 2015. The profit on sale of the ICS business amounting to Rs, 26.56 crores is shown under "Exceptional
Items, credit (net)"
7. Buyback of Equity Shares
In accordance with the approval granted by the Shareholders by way of special resolution through postal ballot and pursuant to
Section 68, 69, 70 and all other applicable provisions, if any, of the Companies Act, 2013 and SEBI (Buy Back of Securities)
Regulations, 1988, the Company made an offer of Buyback of 35,78,947 Equity Shares of Rs, 10 each to the shareholders of the
Company (representing 13.42% of the total number of the equity share capital of the Company) at the price ofRs, 950/- per equity
share aggregating to Rs, 340 Crore. The Buyback was through "Tender Offer" by Stock Exchange mechanism.
The Buyback Offer was open for a period from September 22, 2015 to October 7, 2015. The response to the Buyback Offer was 143.45%
and the Company bought back the entire 35,78,947 equity shares offered to the shareholders. The Paid up Equity Capital of the
Company post Buyback is Rs, 23,08,17,980/-.
8. Appointment of Link In time Private Limited as Registrar & Transfer Agent of the Company
During the period under review, an investigation was carried out by SEBI which revealed serious and alarming irregularities by
Sharepro Services (India) Private Limited ("Sharepro"), Company''s erstwhile Registrar & Transfer Agent, with regard to share
related and dividend encashment activities. Subsequently, SEBI passed an ad interim order against Sharepro on March 22, 2016,
restricting the Promoters, Directors, Senior Management and other associated persons mentioned in the said Order from accessing
the Market.
In said Order, SEBI also advised the clients of Sharepro to change their Registrar and Transfer Agent and to conduct thorough
Audit of the records and systems of Sharepro for past several years with respect to Dividends paid and securities transferred.
The Board of Directors, vide Circular Resolution dated April 7, 2016, terminated the Memorandum of Understanding entered into
with Sharepro and appointed Link In time India Private Limited ("Link In time"), who are duly registered with the Securities and
Exchange Board of India (SEBI) under SEBI (Registrars to an issue and Share Transfer Agents) Regulations, 1993, as Registrar and
Share Transfer Agents of the Company effective from April 11, 2016.
The Board has appointed N. L. Bhatia & Associates, Practising Company Secretaries, for conducting the audit and the same is in
progress.
The Board recommends for your approval the shifting of the Registers and Index of Members and Returns from the office of Sharepro
to Link In time, effective from April 11,2016.
9. Corporate Governance, Management Discussions and Analysis Report
The Company is committed to compliance standards, ensuring checks and balances between the Board and Management, as well as a
sustainable approach to create value for all stakeholders. As stipulated under SEBI (Listing Obligations & Disclosure
Requirements) Regulation, 2015, Report on Corporate Governance, Management Discussion and Analysis report as well as Auditor''s
Certificate confirming the compliance with the conditions of corporate governance are attached herewith and forms part of this
annual report.
10. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and
Company''s operations in future
During the period under review, there has been no such significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company''s operations in future.
11. Subsidiary Company
As on March 31, 2016, the Company does not have any subsidiary.
12. Details of Directors and Key Managerial Personnel
During the period under review, Mr. B. L. Gaggar, Executive Director retired from the services of the Company on June 30, 2015.
The Board placed on record their sincere appreciation for the valuable service rendered by Mr. B. L. Gaggar during his entire
tenure and thanked him for all the dedication, insights and expertise which was brought by him on the Board and guidance and
vision shown to the management team of the Company. Duringthe period under review, Mr. Y. H. Malegam and Mr. Bharat Patel
resigned as a member of the Board effective from October 15, 2015 and October 20, 2015 respectively. The Board appointed Mr.
Kewal Handa and Mr. Sunirmal Talukdar as Directors of the Company w.e.f. November 5, 2015 to fill in the casual vacancy caused by
the resignation of Mr. Bharat Patel and Mr. Y. H. Malegam respectively. Mr. Kewal Handa was also appointed as the Chairman of
the Company. The Board of Directors placed on record its sincere appreciation for the valuable services rendered by Mr. Bharat
Patel and Mr. Y H. Malegam for the contribution made during their tenure as Chairman and Director of the Company respectively and
wished them success for their future endeavors.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Karl Holger
Dierssen retires by rotation at the forthcoming Annual General Meeting and being eligible, he offers himself for re-appointment.
The above appointment and re-appointment forms part of the Notice of the 59th Annual General Meeting and the respective
Resolutions are recommended for your approval.
All Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
The Board appointed Ms. Amee Joshi as a Company Secretary & Compliance Officer effective from April 25, 2015 consequent to the
resignation of Mr. B. L. Gaggar as a Company Secretary & Compliance Officer on April 24, 2015. The Board appointed Mr.
Rajasubramanian as a Chief Financial Officer of the Company effective from July 1, 2015, consequent to the retirement of Mr. B.
L. Gaggar from the Company on June 30,2015. Further, on resignation of Mr. Rajasubramanian N from the services of the Company on
August 31, 2015, the Board appointed Ms. Raksha Kamdar as an Interim Chief Financial Officer w.ei. September 1,2015. At the
Board Meeting held on May 20, 2016, Mr. Sanjay Ghadge was appointed as the Chief Financial Officer of the Company effective from
May 20,2016.
13. Audit Committee
The details of the composition, meeting, attendance, etc. of the Audit Committee are provided in the Corporate Governance
Section of the Annual Report. The Board has accepted all the recommendations of the Audit Committee during the Financial period
under review.
14. Number of meeting of the Board
During the period under review, the Board of Directors met 7 times on January 12, 2015, February 12, 2015, April 22, 2015, August
4, 2015, November 5, 2015 (two meetings) and February 12, 2016.
15. Conservation of energy technology absorption, foreign exchange earnings and outgo
As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the
relevant information and data for the 15 months period ended March 31, 2016 are attached to this report as "Annexure A".
16. Corporate Social Responsibility
In terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility ("CSR") Committee which is
chaired by Dr. (Mrs.) Indu Shahani, Independent Director of the Company, the other members of the committee are Dr. Deepak
Parikh, Vice Chairman & Managing Director and Mr. Karl Holger Dierssen, Non-Executive Director. Your Company also has in place a
CSR policy and the same is available on the website of the Company at www.clariant.com. A detailed report as per Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as "Annexure B" forming part of this report.
17. Nomination and Remuneration Policy
The Board has, on the recommendation of Nomination and Remuneration Committee, framed a policy on Nomination and Remuneration of
its Directors and Key Managerial Personnel, which is attached as "Annexure C".
18. Board Evaluation and Familiarization programme
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015,
the Board has carried out the annual evaluation of its own performance and Board Committees by seeking the inputs of Directors on
various aspects of the Board / Committee Governance. The Board have reviewed the performance of the individual directors and the
Chairperson. The manner in which the evaluation has been carried out is stated in the Corporate Governance Report.
The details of programme for familiarization of the Independent Directors of your Company is available on the Company''s website
at www.clariant.com.
19. Particulars of Employee
The disclosure required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure D".
The statement of particulars of employees pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Annual Report. However, pursuant to provisions of Section 136(1) of the Companies Act,
2013, the report and accounts are being sent to members excluding this statement of particulars of employees. Any member
interested in obtaining a copy of this statement, may write to Company Secretary at the registered office of the Company.
20. Directors'' Responsibility Statement
Pursuant to the requirement under Section 134(3)(C) of the Companies Act, 2013 with respect to Directors'' Responsibility
Statement, it is hereby confirmed that:
(i) In the preparation of the annual accounts for the 15 months period ended 31st March, 2016, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2016 and of the
profit and loss of the Company for that period;
(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) The Directors had prepared the annual accounts on a going concern basis;
(v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and
(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
21. Statutory Auditor & Audit Report
In accordance with Section 139 of the Companies Act, 2013, M/s. Price Waterhouse Chartered Accountants LLP, (Firm Regn. No
012754N/ N500016), were appointed as Statutory Auditors for a period of 4 years from the conclusion of last Annual General
Meeting, subject to ratification by the shareholders at every subsequent Annual General Meeting. The Statutory Auditors being
eligible offer themselves for reappointment. Your Directors recommend the ratification of their appointment as Statutory
Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.
The Auditor''s in their report have commented that the back up of the books of accounts and other books and papers maintained in
electronic mode has not been maintained on servers physically located in India. The Company would like to clarify that the
Company''s SAP is centralized in Global Data Centers outside India where the backup storage is maintained. The Company is
reviewing the maintenance of backup of SAP data in India as required under Rule 3 of the Companies (Account) Rules, 2014.
22. Cost Audit
The Board of Directors, pursuant to provisions of Section 148 of the Companies Act, 2013, appointed M/s. RA & Co., Cost
Accountants, as Cost Auditors of the Company to carry out the audit of the cost accounts relating to organic and inorganic
chemicals of the Company for the Financial year 2016-17, subject to approval of Central Government. The cost audit report for the
Financial year 2014 has been filed on due date.
23. Secretarial Audit Report
Pursuant to provisions of Section 204 of the Companies Act, 2013, and Rule 9 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board have appointed Mr. Jagdish Ahuja, Practising Company Secretary, as Secretarial
Auditor to carry out the Secretarial Audit for the 15 months ended March 31, 2016.
The Secretarial Audit Report is attached as "Annexure E". The Secretarial Auditor''s Report does not contain any qualification,
reservation or adverse remark and is self - explanatory and thus does not require any further comments.
24. Internal Financial Controls and their Adequacy
The details in respect of Internal Financial Controls and their adequacy are included in the Management Discussion & Analysis
Report, which forms part of this Report.
25. Extract of Annual Return
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, an extract of Annual Return in Form MGT-9 is attached as
"Annexure F" to this report.
26. Risk Management
The Company has a robust Risk Management to identify and evaluate business risks and opportunities. This framework seeks to
create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. Many
risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. The
Company has framed a Risk Management Policy to manage the risks involved in all activities of the Company, to maximize
opportunities and minimize adversities.
27. Related Party Transactions
In line with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has framed a Policy on Material Related Party Transactions which is available on Company''s website at
www.clariant.com.
All the Related Party Transactions entered during the period under review were in ordinary course of business and on arm''s length
basis. All the Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval
are granted by Audit Committee for Related Party Transactions which are of repetitive nature, entered in the ordinary course of
business and are on arm''s length basis.
The disclosure of Related Party Transactions as required under Section 134(3)(h) of Companies Act, 2013 read with Rule 8(2) of
The Companies (Accounts) Rules, 2014 in the Form AOC-2 is attached as "Annexure G" to this report.
28. Particulars of loans, guarantees or investments
The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, is given
in notes forming part of financial statements.
29. Public Deposits
During the period under review, the Company has not accepted any deposits from the public falling under Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was
outstanding as on the balance sheet date.
30. Vigil Mechanism
The Company believes in upholding professional integrity and ethical behavior in the conduct of its business. To uphold and
promote these standards, the Company has adopted Group''s Integrity Line Policy which is akin to Whistle Blower Policy or Vigil
Mechanism Policy for its Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud
or violation of the Code of Conduct without fear of reprisal.
31. Prevention of Sexual Harassment of Women at Workplace
The Company has in placean Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the period under review, no complaints were received
regarding Sexual Harassment.
32. Acknowledgement
The Board of Directors wish to place on record its sincere appreciation for the support received from its stakeholders including
shareholders, bankers, distributors, suppliers and business associates. The Directors recognize and appreciate the sincere and
hard work, loyalty, dedicated efforts and contribution of all the employees that ensured sustained performance in a challenging
business environment. The Directors also express their appreciation of the assistance and unstinted support received from
Clariant group companies.
For and on behalf of the Board of Directors
Mr. Kewal Handa Dr. Deepak Parikh
Chairman Vice-Chairman & Managing Director
Navi Mumbai, May 20, 2016
Dec 31, 2014
Dear Members,
The Directors are pleased to present the 58th annual report and
audited statement of accounts for the year ended December 31, 2014. As
per clarification provided by the Ministry of Corporate Affairs vide
Circular No. 08/2014 dated 4th April, 2014 the financial statements and
the documents required to be attached thereto, the auditor''s and
directors'' report in respect of the financial year under reference
shall continue to be governed by the relevant provisions of the
Companies Act, 1956, schedules and rules made there under.
Financial Performance
The financial performance of the Company for the year ended December
31, 2014 is summarized below:
RS. in Lakhs
2014 2013
Sales (Gross- including excise duty) 1,082,48.16 1,290,00.62
Net sales 1,008,20.49 1,213,20.25
Profit before exceptional items & tax 3,82.75 113,53.18
Add : Exceptional items 1,183,58.50 112,24.63
Profit before tax 1,187,41.25 225,77.81
Less: Tax expenses (incl. deferred tax ) 244,09.70 59,00.97
Profit after tax 943,31.55 166,76.84
Add: Balance brought forward from 188,42.04 132,26.44
previous year
Amount available for appropriation 1,131,73.59 299,03.28
Appropriations :
General reserve 9433.16 16,67.68
Interim dividend 103,97.69 26,66.07
Proposed dividend (final) - 53,32.15
Tax on dividend (interim, final proposed 17,67.09 13,95.34
& incl. previous period)
Balance carried forward to balance sheet 91,575.65 188,42.04
Review of operations
2014 was the year of transformation for the Company. The year witnessed
major events in the form of sale of leather service business,
acquisition of masterbatches business, shifting of registered office
and sale of Kolshet site. In spite of revenue loss arising out of sale
of textile, paper and emulsion business effective from October 1, 2013
and leather service business effective from May 1, 2014, the Company
has been able to grow significantly in continued businesses. Despite
negative business sentiments, high inflation and depreciation of Indian
currency against major currencies during first half of the year, the
Company has been able to minimize the revenue loss. Thanks to the
acquisition of masterbatches business which provided support in
recouping the revenue loss and improved Company''s market place for this
business, sustained drive by marketing, resulted into record sales
growth throughout the year. The performance in terms of net profit was
affected by higher raw material prices and associated costs of
restructuring the business.
The Company registered sales of RS. 1,008.20 crores as compared to RS.
1,213.20 crores, negative growth of 16.9% in sales. Out of the total
sales revenue of the Company for the year, 26% is contributed by
exports. After considering the impact of sale of Textile, Paper and
Emulsion business (TPE business) effective from October 1, 2013, and
sale of leather services business effective from May 1, 2014, the
growth in sales on like to like basis was a record 43.6% over the
previous year. The increased cost of raw materials and inflationary
rise in other expenses resulted into lowering of PBDIT margin before
exceptional items from 11.4% to 3.8%. Exceptional items for the current
year mainly represent profit from sale of leather business (net of
transfer of assets and other liabilities) RS. 104.09 crores and profit
from sale of Kolshet site RS. 1085.48 crores. Exceptional item for
previous year mainly represents sale of TPE business. Considering the
exceptional items, the net profit after provision for tax is
significantly higher over the previous year. The Company remains
focused to improve its core business and look for higher market share
in the business segments in which it operates.
Dividend
During the year, your Directors had declared an interim dividend of RS.
39/- per share (390%) for Financial year 2014 and the same was paid in
August 2014 as compared to RS.30.00 per share (300%) paid for the
previous Financial year. The dividend together with tax thereon for the
year entails cash outflow of RS. 121.65 crores (previous year RS.
93.57crores) and pay out of 12.9 % of the net profits for the year.
Based on the exceptional income arising from the sale of Kolshet land,
the interim dividend of RS. 140/- per share for the Financial year 2015
was declared and paid in January 2015. The interim dividend together
with tax thereon for the year entails cash outflow of RS. 447.88 crores
and pay out of 41.3 % of the net profits from sale of Kolshet site.
The two interim dividends paid for FY 2014 and FY 2015 together amounts
to RS. 179 per share (1790%). The Board of Directors do not recommend
final dividend for 2014.
Sale of Leather Service Business
In accordance with the approval of shareholders granted pursuant to
provisions of Section 293(1) (a) of the Companies Act, 1956 and as per
value of business arrived at by M/s. Ernst & Young LLP, considered and
approved by the Board, the Company executed Business Transfer Agreement
with Stahl India Pvt. Ltd. and sold its Leather service business as
going concern on slump sales basis for a total consideration of RS. 156
crores, on May 1, 2014. The profit arising from the sale of business,
net of assets and liabilities transferred to Stahl India Pvt. Ltd. and
after considering the provisions for various expenses incurred or to be
incurred for transfer the business as going concern, the net profit of
RS. 104.09 crores has been included in the exceptional income for the
year.
Acquisition of M/s. Plastichemix Industries
In terms of agreement signed between the Company and M/s. Plastichemix
Industries, a partnership firm owned by Sheth family, the Company
acquired the business of Masterbatches including manufacturing
facilities set up at Nandesari, Rania and Kalol in Gujarat as going
concern effective from April 10, 2014 for an aggregate consideration of
RS. 131 crores, net of adjustment.The acquisition helped the Company in
improving its sales and improving market share in the business of
Masterbatches.
Sale of Kolshet Site
In accordance with approval granted by the shareholders pursuant to
provision of Section 293(1)(a) of the Companies Act, 1956, the Company
executed agreement for sale of about 87 acres of land together with the
buildings and structures standing thereon situated at Kolshet, Balkum
and Dhokali village of Thane with M/s. Ishwar Realty and Technologies
Pvt. Ltd. (a subsidiary of Lodha Developers Private Limited). As per
terms of the agreement, on receipt of total consideration of RS.
1102.25 crores, the transaction was concluded and the possession of the
land was handed over to the buyers as of December 31, 2014.
Relocation to New office
The Company has leased out about 142,000 sq. ft. of office space in
Reliable Tech Park, Airoli, Navi Mumbai for a term of 20 years from
M/s. Reliable Exports. All offices and laboratories were moved out of
Kolshet and relocated to the new premises on July 1, 2014 and October
1, 2014 respectively. A sum of RS. 65 crores was incurred in creating
facilities at new office.
Registered Office
In view of change in office location, the registered office of the
Company shifted from Sandoz baug, Kolshet Road, Thane to Reliable Tech
Park, Airoli, Navi Mumbai effective from July 1, 2014.
Fixed Deposits
The Company did not accept any fixed deposit during the year under
review. There were no overdue or unclaimed deposits outstanding as on
December 31, 2014.
Corporate Governance, Management Discussion and Analysis
The Company is committed to compliance standards, ensuring checks and
balances between the Board and Management, as well as a sustainable
approach to create value for all stakeholders. As stipulated under
clause 49 of the listing agreement, report on corporate governance,
management discussion and analysis as well as auditor''s certificate
confirming the compliance with the conditions of corporate governance
are attached herewith and forms part of this annual report.
Particulars of Employees
As per provisions of Section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975, Boards''
report shall include a statement providing the particulars of employees
who are in receipt of remuneration as prescribed under the Section.
However, pursuant to provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the report and accounts are being sent to members
excluding the statement of particulars of employees. Any member
interested in obtaining a copy of this statement, may write to Company
Secretary at the registered office of the Company.
Directors
During the year, Mr. R. A. Shah resigned as member of the Board
effective from September 30, 2014. The Board considered and appointed
Mr. Bharat V. Patel as Director and Chairman of the Company. The Board
of Directors wishes to place on record its sincere appreciation for the
valuable services rendered by Mr. Shah since formation of Clariant in
India as Director and Chairman of the Company. During the year, Mr.
Viktor Bernhardt was appointed as Director to fill up the casual
vacancy caused by resignation of Mr. Philipp Hammel who resigned as
Director effective from February 26, 2014. Mr. Viktor Bernhardt
resigned from the Directorship of the Company effective from February
12, 2015, Mr. Mario Brocchi was appointed as Director to fill up the
casual vacancy caused by the resignation of Mr. Viktor Bernhardt with
effect from February 12, 2015. The Board of Directors places on record
its sincere appreciation for the contribution and valuable service
rendered by Mr. Philipp Hammel and Mr. Viktor Bernhardt during their
tenure.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Mario Brocchi retire by
rotation at the forthcoming Annual General Meeting, since the Director
in place of whom he is appointed in the casual vacancy, would have
retired if he had not vacated the office. Being eligible, he offers
himself for re-appointment.
Pursuant to Companies Act, 2013 and Clause 49 of the Listing Agreement,
Mr. Y. H. Malegam, Dr. (Mrs.) Indu Shahani and Mr. Bharat V. Patel are
proposed to be re-appointed as Independent Directors for a period of 4
years from April 1, 2015 and they shall not be liable to retire by
rotation. In the opinion of the Board of Directors, these Directors are
independent of management and they fulfilled the conditions specified
in the Companies Act and the Rules made thereunder. The above
appointments and re-appointments form part of the Notice of the 58th
Annual General Meeting and the respective Resolutions are recommended
for your approval.
As per provisions of Section 198 read with Section 309 of the Companies
Act, 1956, the remuneration payable to an individual managing or whole
time director shall not exceed individually 5% and collectively 10%.
However, the managerial remuneration paid to Vice-Chairman & Managing
Director and Executive Director -Finance & Company Secretary of the
Company for the Financial year 2014 was approved by shareholders at the
Annual General Meeting held on May 6, 2014, pursuant to provisions of
Section 198, 269, 309, 310 read with other applicable provisions and
schedule XIII of the Companies Act, 1956 and the same was approved as
minimum remuneration, ifthe Company has no profits or profits are
inadequate. In view of circular no. 46 dated July 14, 2011, approval of
the Central Government is not required for payment of managerial
remuneration, if the managerial person is not having any interest in
the capital of the Company or its holding company, directly or through
any other statutory body etc.
Pursuant to provisions of Section 197(1) of Companies Act, 2013, which
is applicable effective from April, 1, 2014, total managerial
remuneration payable by the Company to its directors, including
managing director and whole time directors shall not exceed 11% of the
net profits of the Company for the financial year, computed in
accordance with provisions of Section 198 of the Act, provided that the
Company in general meeting may, with the approval of Central
Government, authorise the payment of remuneration exceeding 11 percent
of the net profits of the Company. Considering the business projections
for 2015, the management feels that as an abundant caution, the Company
may seek approval of Central Government for payment of remuneration to
Dr. Deepak Parikh, Vice-Chairman and Managing Director and Mr. B. L.
Gaggar, Executive Director-Finance & Company Secretary for the
Financial year 2015, which may exceed the limits prescribed under
Section 197 read with Schedule V of the Companies Act, 2013 and for
waiver of remuneration payable / paid in excess, if any.
The Board commends the passing of resolution for payment of
remuneration to managing director and executive director.
Profiles of the directors proposed for reappointment, as required under
Clause 49 of the Listing Agreement, are given in the Notice of the 58th
Annual General Meeting.
Directors'' Responsibility Statement
In terms of Section 217 (2AA) of the Companies Act, 1956 your Directors
confirm that-
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and have provided proper
explanation relating to material departures;
(b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at December 31, 2014 and of the profit of the Company
for year ended on that date;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
(d) they have prepared the annual accounts on a going concern basis.
Conservation of Energy, Research and Development, Technology
Absorption, Foreign Exchange Earnings and Outgo Information pursuant
to Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is annexed hereto and forms part of the report.
Auditors
M/s. Price Waterhouse LLP, Chartered Accountants (Firm Regn. No
012754N/ N500016), retire at the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for reappointment.
Cost Audit
The Board of Directors, in pursuance of order under Section 233B (2) of
the Companies Act, 1956, appointed M/s. Nalin I. Mehta, Cost
Accountants, as cost auditors of the Company to carry out the audit of
the cost accounts relating to organic and inorganic chemicals of the
Company for the Financial year 2015, subject to approval of Central
Government, if any. The cost audit report for the Financial year 2013
has been filed on due date.
Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act, 2013, the
Board appointed Mr. Jagdish Ahuja, Practising Company Secretary, as
Secretarial Auditor to carry out the secretarial audit for the
Financial year 2014. Since the provisions relating to the disclosures
are not applicable for the year under review, the secretarial audit
report is not enclosed to the Boards'' report for the year ended
December 31, 2014.
Acknowledgement
The Board of Directors wish to place on record its sincere appreciation
for the support received from its stakeholders including shareholders,
bankers, distributors, suppliers and business associates. The Directors
recognize and appreciate the sincere and hard work, loyalty, dedicated
efforts and contribution of all the employees that ensured sustained
performance in a challenging business environment.
The Directors also express their appreciation of the assistance and
unstinted support received from Clariant group companies.
For and on behalf of the Board of Directors
Bharat V. Patel
Mumbai, February 12, 2015 Chairman
Dec 31, 2013
The Directors are pleased to present the 57th annual report and
audited statement of accounts for the year ended December 31, 2013.
Financial Results
The financial performance of the Company for the year ended December 31,
2013 is summarized below:
Rs. Lakhs
2013 2012
Sales (Gross- including excise duty) 1,290,00.62 1,145,99.32
Net sales 1,213,20.25 1,071,22.57
Profit before exceptional items & tax 113,53.18 133,11.00
Add : Exceptional items 112,24.63 9,20.47
Profit before tax 225,77.81 142,31.47
Less: Tax expenses (incl. deferred tax ) 59,00.97 41,01.43
Profit after tax 166,76.84 101,30.04
Add: Balance brought forward from 132,26.44 126,30.48
previous year
Amount available for appropriation 299,03.28 227,60.52
Appropriations :
General reserve 16,67.68 10,13.00
Interim dividend 26,66.07 26,66.07
Proposed dividend (final) 53,32.15 46,65.63
Tax on dividend (interim, final
proposed & incl. previous period) 13,95.34 11,89.38
Balance carried forward to balance sheet 188,42.04 132,26.44
Review of operations
The Company has registered a record performance over previous year,
despite challenging macro economic conditions, high inflation,
depreciation of Indian currency against major currencies and negative
business sentiments prevailing throughout the year and across the
industry. Thanks to the sustained drive and team work of the entire
organisation, performance remained high on agenda. This resulted into
unprecedented record sales growth throughout the year. The performance
in terms of net working capital was affected by higher inventory and the
profitability impacted by inflation led cost push in most of the
operating areas.
The Company registered sales of Rs. 1,213.20 crores as compared to Rs.
1,071.23 crores, growth of 13.3 percent sales. Considering the impact
of sale of textile, paper and emulsion business (TPE business) efective
from September 30, 2013, growth in sales on like to like basis was a
record 25.3 percent over previous year. Out of the total sales revenue
of the Company for the year, 23.3 percent is contributed by exports.
The increased cost of raw materials and inflationary rise in other
expenses resulted into lowering of PBDIT margin before exceptional
items from 14.6 percent to 11.4 percent. Exceptional item represents
profit from sale of TPE business (net of transfer of assets and other
liabilities). Net profit after accounting for exceptional items and tax
is significantly higher over the previous year. The Company remains
focused to improve its core business and look for higher market share
in the business segments in which it operates.
Dividend
During the year, your Directors had declared an interim dividend of Rs.
10/- per share (100%) and the same was paid in August 2013. Based on
the performance for the year and the exceptional income arising from
the sale of TPE business, the Board of Directors is pleased to
recommend a final dividend of Rs. 20/- per share (200%).
The total dividend for the year under review amounts to Rs. 30/- per
share (300%) as compared to Rs. 27.5 per share (275%) paid for the
previous year. The dividend together with tax thereon for the year
entails cash out flow of Rs. 93,57.52 lakhs (previous year Rs. 85,57.12
lakhs) and pay out of 56% of the net profit for the year.
Sale of Businesses
In accordance with the approval of shareholders granted pursuant to
provisions of section 293(1)(a) of the Companies Act, 1956, the Company
has executed agreement with Archroma India Pvt. Ltd. and sold its TPE
business as going concern on slump sales basis for a total
consideration of Rs. 209.15 crores, on September 30, 2013. The profit
arising from the sale of business, net of assets and liabilities
transferred to Archroma India Pvt. Ltd. and after considering the
provisions for various expenses incurred or to be incurred to transfer
the business as going concern, the net profit of Rs. 114.45 crores has
been included in the exceptional income for the year.
Pending receipt of certain licenses and approvals in the name of
Archroma, the Company had entered into business continuation agreement
with Archroma to run the business in its name for and on behalf of
Archroma till the last of the permission and approval is received. On
receipt of the last permission, the business continuation agreement was
terminated on 31st January, 2014.
Sale of Leather Service Business:
Considering its long-term strategy and overall objective to serve
markets with future perspective and strong growth rates, Clariant
decided to sell its leather services business and thereby reposition
its portfolio. The company intends to sell the leather services
business together with the assets and liabilities pertaining to this
business as going concern on slump sale basis to M/s. Stahl India
Private Limited, an affiliate of Stahl Holdings B.V. Group for a
consideration of Rs. 156 crores, subject to adjustment, if any, as of
the effective date. The consideration so received by the Company (net of
tax) will be used for furtherance of the Company''s business.
The company has production facilities for manufacture of leather dyes
and chemicals located at Kanchipuram in Tamilnadu. The sale of business
include transfer of all assets including land, buildings, plant and
other assets located at Kanchipuram, the laboratories and relevant ofce
set-up located at Ranipet, Kolkata and Kanpur, employees related to
productions, sales & marketing and service functions engaged for
leather service business.
The leather service business contributed about 20.9% of the net sales
of the Company for the year. The decision to sell the business as going
concern at a value arrived at by M/s. Ernst & Young LLP was considered
by the Board and was approved by the Shareholders pursuant to section
293(1)(a) of the Companies Act. The Directors would like to assure that
given the present market conditions prevailing for the business under
sale, the decision will be in the best interest of the Company and its
shareholders.
Sale of Kolshet Land:
With a view to unlock the value of the real estate, the Company decided
to sale its land measuring about 87 acres located at Kolshet, Thane. In
accordance with approval granted by the shareholders pursuant to
provision of section 293(1)(a) of the Companies Act, 1956, the Company
is in process to complete the sale of land. The shareholders will be
appropriately informed once the agreement is concluded with the
interested buyer.
Acquisition of M/s. Plastichemix Industries:
In order to deploy the surplus funds for business opportunities, the
Company considered it appropriate to increase its foothold in growing
business of masterbatches and thus executed an agreement to acquire
business currently run by M/s. Plastichemix Industries, a partnership
frm owned by Sheth family. M/s. Plastichemix Industries has set up
manufacturing operations at Nandesari, Rania and Kalol in Gujarat. In
terms of agreement signed between the Company and M/s. Plastichemix
Industries, upon closure of the certain events and on closing of
accounts, the Company expects to acquire the business as going concern
and on slump sale basis effective from April 1, 2014. M/s. Ernst & Young
LLP has carried out the due diligence and also provided valuation
report. The consideration agreed to be paid to M/s. Plastichemix
Industries amounting to Rs. 135 crores, subject to adjustment if any,
is negotiated and arrived at after considering the strategic benefits
expected to be realised by the Company from the acquisition.
Relocation to New office:
In order to monetise the value of the Kolshet real estate, the Company
decided to relocate its operations hitherto carried out at Kolshet to a
new location. The Company has leased out about 142,000 sq. ft. of space
for relocating its offices and laboratories currently located at Kolshet
to Reliable Tech Park, Airoli, Navi Mumbai. The new location is
expected to be ready for occupation effective from June, 2014.
The manufacturing operations for masterbatches has been relocated from
Kolshet, Thane to Renaissance Warehouse Park situated at village
Vashere, Taluka Bhiwandi, District Thane and the relocated facility has
started the production in December 2013.
Registered Office:
In view of shifting of its offices from Kolshet to Airoli, the Company is
proposing to relocate its registered office from Sandoz baug, Kolshet
Road, Thane to Reliable Tech Park, Airoli, Navi Mumbai.
Fixed Deposits
The Company did not accept any fixed deposit during the year under
review. There were no overdue or unclaimed deposits outstanding as on
December 31, 2013.
Corporate Governance, Management Discussion and Analysis
The Company is committed to compliance standards, ensuring checks and
balances between the Board and Management, as well as a sustainable
approach to create value for all stakeholders. As stipulated under
clause 49 of the listing agreement, report on corporate governance,
management discussion and analysis as well as auditor''s certificate
confrming the compliance with the conditions of corporate governance
are attached herewith and forms part of this annual report.
Particulars of Employees
As per provisions of section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975, Board''s
report shall include a statement providing the particulars of employees
who are in receipt of remuneration as prescribed under the section.
However, pursuant to provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the report and accounts are being sent to members
excluding the statement of particulars of employees. Any member
interested in obtaining a copy of this statement, may write to the
Company Secretary at the registered ofce of the Company.
Directors
During the year, Mr. Bansi S. Mehta, Diwan Arun Nanda and Dr. H.
Schloemer resigned as members of the Board. The Board considered and
appointed Mr. Y. H. Malegam, Dr. (Mrs.) Indu R. Shahani and Mr. Karl
H. Dierssen to fill up the casual vacancies caused by resignations. The
Board of Directors wishes to place on record its appreciation for the
valuable services rendered by Mr. Mehta, Diwan Nanda and Dr. Schloemer
during their tenure as directors of the Company. The Board considered
and appointed Mr. B.L. Gaggar as Executive Director of the Company
effective from July 16, 2013. The appointment of Mr. Gaggar and terms
thereof is subject to approval of members and are set out in the notice
convening annual general meeting.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. A. Muench retires by
rotation at the forthcoming Annual General Meeting, and being eligible,
ofers himself for re-appointment.
Details of the directors seeking re-appointment as required under
clause 49 of the listing agreements with the stock exchanges are
provided in the report on Corporate Governance forming part of the
annual report.
Directors'' Responsibility Statement
In terms of section 217 (2AA) of the Companies Act, 1956 your directors
confirm that- (a) in the preparation of the annual accounts, the
applicable accounting standards have been followed;
(b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at December 31, 2013 and of the profit of the Company for
that year;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
(d) they have prepared the annual accounts on a going concern basis.
Conservation of Energy, Research and Development, Technology
Absorption, Foreign Exchange Earnings and Outgo Information pursuant to
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is annexed hereto and forms part of the report.
Auditors
M/s. Price water house Coopers (PwC) are the statutory auditors of
Clariant Group. With a view to have common auditors, it was proposed to
consider the appointment of M/s. Price Waterhouse, Indian affiliate of
PwC as statutory auditors of the Company. The Board considered the
proposal and proposes the appointment of M/s. Price Waterhouse as
statutory auditors in place of the retiring auditors, M/s. Deloitte
Haskins & Sells, who being eligible, offer themselves for
re-appointment.
Cost Audit
The Board of Directors, in pursuance of order under section 233B(2) of
the Companies Act, 1956, appointed M/s. Nalin I. Mehta, Cost
Accountants, as cost auditors of the Company to carry out the audit of
the cost accounts relating to organic and inorganic chemicals of the
Company for the financial year 2014, subject to approval of Central
Government, if any. The cost audit report for the financial year 2012
has been fled on due date.
Acknowledgement
The Board of Directors wish to place on record its sincere appreciation
for the support received from its stakeholders including shareholders,
bankers, distributors, suppliers and business associates. The Directors
recognize and appreciate the sincere and hard work, loyalty, dedicated
efforts and contribution of all the employees that ensured sustained
performance in a challenging business environment.
The Directors also express their appreciation of the assistance and
unstinted support received from Clariant group companies.
For and on behalf of the Board of Directors,
R. A. Shah
Mumbai, February 26, 2014 Chairman
Dec 31, 2012
The Directors are pleased to present the 56th annual report and
audited statement of accounts for the year ended December 31,2012.
Financial Results
The financial performance of the Company for the year ended December
31, 2012 is summarized below:
Rs. Lakhs
2012 2011
Sales (Gross- including excise duty) 1145,99.32 1015,85.85
Net sales 1071,22.57 956,08.12
Profit before exceptional items & tax 133,11.00 154,07.71
Add: Exceptional items 9,20.47 241,33.20
Profit before tax 142,31.47 395,40.91
Less: Tax expenses (incl. deferred tax) 41,01.43 91,37.01
Profit after tax 101,30.04 304,03.90
Add : Balance brought forward from
previous year 126,30.48 38,37.85
Amount available for appropriation 227,60.52 342,41.75
Appropriations:
General reserve 10,13.00 30,40.39
Interim dividend 26,66.07 79,98.22
Proposed dividend (final) 46,65.63 79,98.22
Tax on dividend (interim, final
proposed & incl. previous period) 11,89.38 25,74.44
Balance carried forward to balance sheet 132,26.44 126,30.48
Review of operations
The business sentiments, confronted with the challenges of market
conditions and slowdown in global demand, remained extremely
challenging and the recessionary economic conditions led initial
slowdown in sales growth. Thanks to the sustained efforts of the
marketing team, improved marketing performance of the second half
resulted into record sales and growth. The performance in terms of net
working capital was affected by built-up of inventory and the
profitability is significantly impacted by inflation led cost push in
most of the operating areas. Directors are pleased to inform that in
spite of challenging conditions, your Company has registered best ever
performance in terms of sales growth over previous year.
The Company registered sales ofRs. 1071.23 crores as compared to Rs.
956.08 crores registering a record growth of 12.0 percent sales. Out of
the total sales revenue of the Company for the year, 25.3 percent is
contributed by exports. The increased cost of raw materials and
inflationary rise in other expenses resulted into lowering of PBDIT
margin before exceptional items from 17.7 percent to 14.6 percent. Net
profit after accounting for exceptional items and tax is lower over the
previous year. The Company remains focused to improve its core business
and look for higher market share in the business segments in which it
operates.
In view of prolonged litigation, the Company could not implement its
project for manufacturing of Masterbatches at Ambernath, the site
acquired by the Company in 2008 from MIDC.
Dividend
During the year, your Directors had declared an interim dividend of Rs.
10/- per share (100%) and the same was paid in August 2012. Based on
the performance for the year and the policy for distribution of profits
to the shareholders adopted by the Company, the Board of Directors is
pleased to recommend a final dividend ofRs. 17.5/- per share (175%).
The total dividend for the year under review amounts to Rs. 27.5/- per
share (275%) as compared to Rs. 60/- per share (600%) paid for the
previous year, including special dividend attributable to exceptional
income. The dividend together with tax thereon for the year entails
cash out flow of Rs. 85,31.08 Lakhs (previous year Rs. 185,91.46 Lakhs)
and pay out of 84% of the net profit for the year.
Sale of Businesses
Clariant AG Switzerland, the ultimate Holding Company has announced
that USA based SK Capital has agreed to purchase the business units
textile chemicals, paper specialties and business line emulsions from
Clariant and that this will include the transfer of the whole R&D,
applications, sales and marketing organisation along with production
plants and sites worldwide.
Clariant Chemicals (India) Ltd. has production facilities for
manufacture of textile chemicals and produces paper specialties and
emulsion products at its Roha plant. The textile chemicals, paper
specialties and emulsion businesses, included in dyes and specialty
chemicals segment, together contribute about 35% of the net sales of
the Company. The decision to sell the businesses including a
manufacturing plant for textile products situated at Roha and other
assets dedicated to the businesses under divestment, at a value to be
arrived at by the professional valuers, will be considered by the Board
and approval of shareholders will be sought at appropriate time in
accordance with the requirements of the Companies Act, 1956. The
Directors would like to assure its shareholders that given the present
market conditions prevailing for the businesses under sale, the
decision will be in the best interest of the Company and its
shareholders.
Fixed Deposits
The Company did not accept any fixed deposits during the year under
review. There were no overdue or unclaimed deposits outstanding as on
December 31, 2012.
Management Discussion and Analysis Report
In accordance with Clause 49 of the listing agreements, the Management
Discussion & Analysis Report forms a part of this report.
Corporate Governance
The Company has always strived to maintain applicable standards of good
corporate governance and the commitment to good corporate governance is
embodied in its vision, mission and corporate values. The Company aims
to be the leader in specialty chemicals, adopting functional excellence
as part of its culture and its corporate values to foster a shared and
common set of behaviors amongst all the employees, to help Clariant to
realise its goal of sustainable value creation. The report on corporate
governance as stipulated under Clause 49 of the listing agreements
forms part of this report. The requisite certificate from the auditors
of the Company confirming compliance with the conditions of corporate
governance as stipulated under the said clause is attached to this
report.
Particulars of Employees
The particulars of employees required to be furnished under section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 as amended, forms part of this report.
However, as per provisions of section 219 (1) (b) (iv) of the Companies
Act, 1956, the report and accounts are being sent to all the
shareholders, excluding the statement of particulars of employees. Any
shareholder interested in obtaining a copy of this statement, may write
to the Company Secretary at the registered office of the Company.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Diwan A. Nanda and Dr. H.
Schloemer will retire by rotation at the forthcoming Annual General
Meeting, and being eligible, offer themselves for re-appointment. The
Directors recommend their re-appointment.
Details of the Directors seeking re-appointment are provided in the
Corporate Governance Report forming part of this report, as required
under Clause 49 of the listing agreements with the stock exchanges.
Directors'' Responsibility Statement
In terms of section 217 (2AA) of the Companies Act, 1956 your Directors
confirm that -
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at December 31, 2012 and of the profit of the Company
for that year;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis.
Conservation of Energy, Research and Development, Technology
Absorption, Foreign Exchange Earnings and Outgo
Information pursuant to section 217(l)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, is annexed hereto and forms part of
the report.
Auditors
M/s. Deloitte Haskins & Sells, Chartered Accountants, retire at the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment.
Cost Audit
The Board of Directors, in pursuance of an order under section 233B(2)
of the Companies Act, 1956, appointed M/s. R. Nanabhoy & Co., Cost
Accountants, as cost auditors of the Company to carry out the audit of
the cost accounts relating to dyes and pigments of the Company for the
financial year 2013.
Acknowledgement
The Board of Directors wish to place on record its sincere appreciation
for the support received from its stakeholders including shareholders,
bankers, distributors, suppliers and business associates. The Directors
recognize and appreciate the sincere and hard work, loyalty, dedicated
efforts and contribution of all the employees that ensured sustained
performance in a challenging business environment.
The Directors also express their appreciation of the assistance and
unstinted support received from Clariant group companies.
For and on behalf of the Board of Directors
R. A. Shah
Mumbai, February 28, 2013 Chairman
Dec 31, 2011
The Directors are pleased to present the 55th annual report and
audited statement of accounts for the year ended December 31, 2011.
Financial Results
The financial performance of the Company for the year ended December
31, 2011 is summarized below:
in Lakhs
2011 2010
Sales (Gross-including excise duty) 1015,85.85 1034,75.64
Net sales 956,08.12 974,71.28
Profit before exceptional items
and taxation 154,07.71 172,61.83
Add: Exceptional items 241,33.20 (7,29.47)
Profit before taxation 395,40.91 165,32.36
Less: Provision for taxation
(including deferred tax) (91,37.01) (52,93.64)
Less: Provision for taxation à Prior years à 2.78
Profit after tax 304,03.90 112,41.50
Add: Balance brought forward
from previous year 38,37.85 30,31.67
Amount available for appropriation 342,41.75 142,73.17
Appropriations:
General reserve 30,40.39 11,24.15
Interim dividend 79,98.22 26,66.07
Proposed final dividend 79,98.22 53,32.15
Corporate tax on dividend (interim,
final proposed & including previous
period) 25,74.44 13,12.95
Balance carried forward to balance sheet 126,30.48 38,37.85
Review of operations
The business environment remained extremely challenging and the
recessionary economic conditions leading to slowdown in demand and
inflation pushed scale up of input costs left its adverse imprint on
overall performance for 2011. Directors are pleased to inform that in
spite of difficult times, your Company, based on its intrinsic
strength, has broadly maintained its performance. Gross sales from
operations remained above threshold mark of Rs. 1000 crores during the
year.
The operational performance for the current year is not strictly
comparable with that of 2010 due to the fact that performance for
previous year included operations of manufacturing facilities located
at Balkum, Thane which was closed in December 2010.
In accordance with the memorandum of understanding (MOU) signed between
the Company and M/s. Ananta Landmarks Pvt. Ltd. for sale of balance
land together with the infrastructure thereon located at Balkum, Thane,
the Company handed over the possession and on receipt of the entire
sale consideration the transaction was concluded in February 2011. The
profit resulting from the sale, Rs. 240.47 crores is reflected in
exceptional items in the financial performance of the Company.
The Company registered sales of Rs. 956.08 crores as compared to Rs. 974.71
crores with de-growth of 1.9 percent in sales, which on like to like
basis, after considering the loss of sales from discontinuance of
Phthalo Green business amount to a marginal growth of 1.9 percent over
previous year. The sharp increase in the cost of raw materials and
inflationary rise in other expenses resulted into lowering of PBDIT
margin before exceptional items from 19.5 percent to 17.7 percent. Net
profit after accounting for exceptional items and tax is significantly
higher over the previous year. The Company continues to remain focused
to sustain its market position in the highly competitive business
segments in which it operates. These results were realized by the
Company in very difficult business environment which witnessed
slow-down of demand both in local and foreign markets. Of the total
sales revenue of the Company for the year 23.6 percent is contributed
by exports.
The Cyclone "Thane", which hit Tamil Nadu Coast on early hours of
Friday, December 30, 2011, caused damage to plant, infrastructure
facilities and equipment at our manufacturing site located in Cuddalore
and affected operations at site for a few weeks. Thanks to excellent
efforts of the staff at Cuddalore, production was restored to normal
after carrying out restoration activities with minor loss in
productivity.
Dividend
During the year, considering exceptional income from sale of Balkum
land, your Directors had declared an interim dividend of Rs. 30/- per
share (300%) and the same was paid in August 2011. Based on the
performance for the year and the policy for distribution of profits to
the shareholders adopted by the Company, the Board of Directors is
pleased to recommend a final dividend of Rs. 30/- per share (300%).
The total dividend for the year under review amounts to Rs. 60/- per
share (600%) as compared to Rs. 30 per share (300%) paid for the previous
year. The dividend together with tax thereon for the year entails cash
out flow of Rs. 185,91.46 lakhs (previous year Rs. 93,06.04 lakhs) and pay
out of 61% of the net profit for the year.
Fixed Deposits
The Company did not accept any fixed deposits during the year under
review. There were no overdue or unclaimed deposits outstanding as on
December 31, 2011.
Subsidiary Company
The Company, in accordance with share purchase agreement dated 3rd
October, 2011, divested its entire investment in 5,00,000 equity shares
of Rs.10 each in Chemtreat Composites India Private Limited to AZ
Electronics Materials (Singapore) Pte. Ltd. for a total consideration
of Rs. 508.30 lakhs. The gain arising from sale of shares is included in
exceptional item in the financial performance of the Company. As a
result of this divestment, Chemtreat Composites India Private Limited
is no more a subsidiary of your Company. As such, the balance sheet,
profit and loss account and the report of Directors and Auditors
thereon of Chemtreat Composites India Private Limited is not attached
to the annual report.
Consolidated Financial Statements
Upon divestment of holdings, Chemtreat Composites India Private Limited
ceased to be subsidiary of the Company with effect from October, 2011.
However, in accordance with Accounting Standard AS-21, the consolidated
financial statements covered in this annual report by the Company
include financial information of Chemtreat Composites India Private
Limited, for the period up to September 30, 2011 for which the accounts
were prepared and made available for the purpose of consolidation.
Management Discussion and Analysis Report
In accordance with Clause 49 of the listing agreements, the Management
Discussion & Analysis Report forms a part of this report.
Corporate Governance
Your Company has always strived to maintain appropriate standards of
good corporate governance. The report on corporate governance as
stipulated under clause 49 of the listing agreements forms part of this
report. The requisite certificate from the auditors of the Company
confirming compliance with the conditions of corporate governance as
stipulated under the said clause is attached to this report.
Particulars of Employees
The particulars of employees required to be furnished under section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 as amended, forms part of this report.
However, as per provisions of section 219(1)(b)(iv) of the Companies
Act, 1956, the report and accounts are being sent to all shareholders,
excluding the statement of particulars of employees. Any shareholder
interested in obtaining a copy of this statement, may write to the
Company Secretary at the registered office of the Company.
Directors
Mr. Heiner Meier, who held the office initially as Managing Director
till December 31, 2009 and later as Director of the Company, resigned
with effect from September 1, 2011 and Mr. Philipp Hammel was appointed
as Director in his place with effect from October 21, 2011 pursuant to
section 262 of the Companies Act, 1956. Notice has been received from a
shareholder under section 257 of the Companies Act, 1956 proposing Mr.
Hammel as a Director of the Company.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. R. A. Shah retires by
rotation at the forthcoming Annual General Meeting, and being eligible,
offers himself for re-appointment. Directors recommend his
reappointment.
Details of the Directors seeking re-appointment are provided in the
Corporate Governance Report forming part of this report, as required
under Clause 49 of the listing agreements with the stock exchanges.
Directors' Responsibility Statement
In terms of section 217(2AA) of the Companies Act, 1956 your Directors
confirm that -
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at December 31, 2011 and of the profit of the Company
for that year;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis.
Conservation of Energy, Research and Development, Technology
Absorption, Foreign Exchange Earnings and Outgo
Information pursuant to section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, is annexed hereto and forms part of
the report.
Auditors
M/s. Deloitte Haskins & Sells, Chartered Accountants, retire at the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment.
Cost Audit
The Board of Directors, in pursuance of an order under section 233B of
the Companies Act, 1956 issued by the Central Government, has appointed
Cost Accountants for conducting audit of the cost accounts maintained
by the Company in respect of Dyes for the financial year 2012.
Acknowledgement
The Board of Directors would like to acknowledge all its stakeholders
and is grateful for the support received from shareholders, bankers,
distributors, suppliers and business associates. Your Directors
recognize and appreciate the sincere and hard work, loyalty, dedicated
efforts and contribution of all the employees that ensured sustained
all round performance in a challenging business environment.
Your Directors also express their appreciation of the assistance and
unstinted support received from Clariant group companies.
For and on behalf of the Board of Directors
R. A. Shah
Mumbai, February 17, 2012 Chairman
Dec 31, 2010
The directors are pleased to present the 54th annual report and
audited statement of accounts for the year ended December 31, 2010.
Financial Results
The financial performance of the Company for the year ended December
31, 2010 is summarized below:
Rs. in Lakhs
2010 2009
Sales (Gross) 103475.64 97322.24
Less : Excise duty (6004.36) (5188.11)
Net sales 97471.28 92134.13
Profit before exceptional items
& taxation 17261.83 18761.13
Less : Exceptional items (729.47) (2450.46)
Profit before taxation 16532.36 16310.67
Less : Provision for taxation
(incl. deferred tax) (5293.64) (5466.34)
Less : Provision for taxation à Prior years 2.78 (30.77)
Profit after tax 11241.50 10813.56
Add : Balance brought forward from
previous year 3031.67 1097.40
Amount available for appropriation 14273.17 11910.96
Appropriations :
General reserve 1124.15 1081.36
Interim dividend 2666.07 2666.07
Proposed final dividend 5332.15 3999.11
Corporate tax on dividend (interim,
final proposed & incl. previous period) 1312.95 1132.75
Balance carried forward to balance sheet 3837.85 3031.67
Review of operations
The Directors are pleased to inform that your Company has crossed the
record mark of Rs. 1000 crores sales (gross) from operations during the
year.
In accordance with a business transfer agreement (BTA) signed in the
previous year, the Company sold its diketene and intermediates business
located at Balkum, Thane together with movable assets, and technical
know-how for a total consideration of Rs. 13.25 crores to M/s. Laxmi
Organic Industries Ltd. in January, 2010.
As a result of improved business operations, your Company registered a
growth of 5.8 percent in sales, which on like to like basis, after
considering the loss of sales from sale of diketene and intermediate
business (Rs. 8209.69 lakhs), amount to a record growth of 16.1 percent
over previous year.
The increase in the cost of raw materials and other expenses resulted
into lowering of PBDIT margin before exceptional items from 22.6
percent to 19.5 percent. Net profit after accounting for exceptional
items and after tax is marginally higher over the previous year. The
Company has further consolidated its market position in the highly
competitive business segments in which it operates. These results were
achieved by the Company in the macroeconomic environment which
witnessed intensifying competition. Of the total sales revenue of the
Company for the year, 21 percent is contributed by exports.
Dividend
During the year, your directors had declared an interim dividend of Rs.
10 per share (100%) and the same was paid in August 2010. Considering
the sustained performance for the year and the policy for distribution
of profits to the shareholders adopted by the company, the Board of
Directors is pleased to recommend a final dividend of Rs. 20 per share
(200%).
The total dividend for the year under review amounts to Rs. 30 per share
(300%) as compared to Rs. 25 per share (250%) paid for the previous year.
The dividend together with tax thereon for the year entails cash out
flow of Rs. 9327 lakhs (previous year Rs. 7782 lakhs) and pay out of 83% of
the net profit.
Sale of Land at Balkum, Thane
In accordance with the authority granted by the shareholders and as per
the memorandum of understanding (MOU) signed between the Company and
M/s. Ananta Landmarks Pvt. Ltd. for sale of balance land together with
the infrastructure thereon located at Balkum, Thane, the Company has
handed over the possession and on receipt of the entire sale
consideration of Rs. 240 crores, the transaction has been concluded
during February 2011. The profit resulting from the sale will be
reflected in the financial results for the Quarter 1, 2011 to be
announced by the Company as per listing regulations.
Shifting of Registered Office
The Registered office of your Company has been shifted from Ravindra
Annexe, 194, Churchgate Reclamation, Mumbai 400 020 to Kolshet Road,
Sandoz Baug, Thane-400 607 effective from May 1, 2010.
Fixed Deposits
The Company did not accept any fixed deposits during the year under
review. There were no overdue or unclaimed deposits outstanding as on
December 31, 2010.
Subsidiary Company
Chemtreat Composites India Private Limited, the wholly owned subsidiary
of your Company, recorded net sales of Rs. 656.59 lakhs as against Rs.
298.51 lakhs in the previous year, registering a good growth in value
and volume terms.
In terms of section 212(8) of the Companies Act, 1956, the Central
Government has granted its approval, exempting the Company from the
requirement of attaching to its annual report, the balance sheet,
profit and loss account and the report of directors and auditors
thereon of its subsidiary. Accordingly, the same is not attached to the
balance sheet of the Company. Shareholders who wish to have a copy of
annual accounts of subsidiary company may write to the Company
Secretary at the registered office of the Company.
Consolidated Financial Statements
In accordance with the Accounting Standards AS-21, notified by
Companies (Accounting Standards) Rule, 2006, the consolidated financial
statements covered in this annual report by the Company include
financial information of its subsidiary Chemtreat Composites India
Private Limited and forms part of this annual report.
Management Discussion and Analysis Report
In accordance with Clause 49 of the listing agreements, the Management
Discussion & Analysis Report forms a part of this report.
Corporate Governance
Your Company has always strived to maintain appropriate standards of
good corporate governance. The report on corporate governance as
stipulated under Clause 49 of the listing agreements forms part of this
report. The requisite certificate from the auditors of the Company
confirming compliance with the conditions of corporate governance as
stipulated under the said clause is attached to this report.
Particulars of Employees
The particulars of employees required to be furnished under section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 as amended, forms part of this report.
However, as per provisions of section 219(1) (b) (iv) of the Companies
Act, 1956, the report and accounts are being sent to all shareholders,
excluding the statement of particulars of employees. Any shareholder
interested in obtaining a copy of this statement, may write to the
Company Secretary at the registered office of the Company.
Directors
Dr. Andreas Walde resigned as Director with effect from March 3, 2010
and Mr. Alfred Muench was appointed as Director with effect from April
24, 2010, to fill up the casual vacancy caused by resignation of Dr.
Walde. Notice has been received from a shareholder under section 257 of
the Companies Act, 1956 proposing Mr. Muench as a Director of the
Company.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Bansi S. Mehta is due to
retire at the forthcoming Annual General Meeting, and being eligible,
has offered himself for re-appointment.
Details of the directors seeking re-appointment are provided in the
Corporate Governance Report forming part of this report, as required
under Clause 49 of the listing agreements with the stock exchanges.
Directorsà Responsibility Statement
In terms of section 217 (2AA) of the Companies Act, 1956 your directors
confirm that -
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at December 31, 2010 and of the profit of the Company
for that year;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis.
Conservation of Energy, Research and Development, Technology
Absorption, Foreign Exchange Earnings and Outgo
Information pursuant to section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, is annexed hereto and forms part of
the report.
Auditors
M/s. Deloitte Haskins & Sells, Chartered Accountants, retire at the
conclusion of the ensuing annual general meeting and being eligible,
offer themselves for re-appointment. Members are requested to appoint
the auditors and fix the remuneration payable to them.
Cost Audit
The Board of Directors, in pursuance of an order under section 233B of
the Companies Act, 1956 issued by the Central Government, has appointed
Cost Accountants for conducting audit of the cost accounts maintained
by the Company in respect of Dyes for the financial year 2010.
Acknowledgement
The Board of Directors would like to acknowledge all its stakeholders
and is grateful for the support received from shareholders, bankers,
distributors, suppliers and business associates. Your Directors
recognize and appreciate the sincere and hard work, loyalty, dedicated
efforts and contribution of all the employees that ensured sustained
all round performance in a challenging business environment.
Your Directors also express their appreciation of the assistance and
unstinted support received from Clariant group companies.
For and on behalf of the Board of Directors,
R.A. Shah
Mumbai, February 24, 2011 Chairman
Dec 31, 2009
The directors are pleased to present the Fifty-third annual report and
audited statement of accounts for the year ended December 31, 2009.
Financial Results
The fnancial performance of the Company for the year ended December 31,
2009 is summarized below:
Rupees - Lakhs
2009 2008
Sales (Gross) 97322.24 100145.34
Less: Excise duty (5188.11) (8505.87)
Net sales 92134.13 91639.47
Proft before exceptional items &
taxation 18761.13 10776.60
Less: Exceptional items (2450.46) (48.00)
Proft before taxation 16310.67 10728.60
Less: Provision for taxation (incl.
FBT and deferred tax) (5466.34) (3732.21)
Less: Short provision for taxation -
Prior years (30.77) (248.09)
Proft after tax 10813.56 6748.30
Add: Balance brought forward
from previous year 1097.40 950.36
Amount available for appropriation 11910.96 7698.66
Appropriations :
General reserve 1081.36 674.83
Interim dividend 2666.07 --
Proposed fnal dividend 3999.11 5065.54
Corporate tax on dividend (interim
& fnal proposed) 1132.75 860.89
Balance carried forward to balance
sheet 3031.67 1097.40
Review of Operations
The global economic and fnancial crisis that began in 2008 and
continued to affect Indian economy till frst half of 2009 had a
crippling impact on the global chemical industry. This has affected the
CompanyÃs performance during the frst 2 quarters of 2009. However,
unexpected recovery in domestic market and excellent performance in
terms of cost management has resulted into positive growth in terms of
sales and benchmarking performance in net profts of your Company as
compared to previous year. The following ratios appropriately refect
your CompanyÃs operational performance during the year under review.
2009 2008
Sales growth (%) 0.5 6.4
Domestic sales growth (%) 2.8 7.0
Export sales growth (%) (8.3) 4.0
PBDIT (% to sales) 22.6 14.9
PAT (% to sales) 11.7 7.4
ROCE (%) 30.9 21.0
Debt : Equity ratio 0.01 0.01
Earning per share (Rs.) 40.56 25.31
Cash earning per share (Rs.) 48.19 36.49
Book value per share (Rs.) 130.45 119.14
Dividend
During the year, your directors had declared interim dividend of Rs. 10
per share (100%) and the same was paid in August, 2009. Considering
the excellent performance for the year and the policy for distribution
of profts to the shareholders adopted by the Company, the Board of
Directors is pleased to recommend a fnal dividend of Rs. 15 per share
(150%).
The total dividend for the year ended amounts to Rs. 25 per share
(250%) as compared to Rs. 19 per share (190%) paid for the previous
year. On the paid-up share capital of Rs. 2666 lakhs, the total payout
on account of dividend and tax thereon for the year entails cash out
fow of Rs. 7798 lakhs (previous year Rs. 5926 lakhs) and pay out of 72%
of the net proft.
Divestment of Business
The Company, during the year sold its fexible laminating adhesive
business for a total consideration of Rs. 3.6 crores to M/s. Bostik
India Pvt. Ltd. The Company had also signed business transfer agreement
(BTA) with M/s. Laxmi Organic Industries Ltd. for sale of its diketene
and intermediates business located at Balkum, Thane together with
movable assets, technical know- how and non-compete undertaking for a
total consideration of Rs. 13.25 crores. On receipt of full
consideration, the transaction is concluded in January 2010 and the
plant is being dismantled and delivered to the buyer.
Registered Offce
The registered offce of the Company presently located at Ravindra
Annexe, 194, Churchgate Reclamation, Mumbai-400 020 is under lease and
the premises is under major repairs. For better co-ordination and
effective communication between sites, offces and laboratories, the
Board has decided that subject to approval of shareholders, the
registered offce of the Company be relocated at Clariant owned premises
at Kolshet Road, Thane-400 607 effective from May 1, 2010. Shareholders
are requested to approve the proposal.
Balkum, Thane site
The Board of Directors of your Company has decided that subject to the
decision on closure, divestment or sale of its existing business
operations carried out at Balkum, Thane site and subject to approval of
shareholders, the land/premises and other assets attached thereto, may
be sold in the best interest of the Company and the value realised
therefrom may be best put to use for growth of the CompanyÃs business.
Shareholders are requested to consider and approve the proposal as set
out in notice of the annual general meeting.
Fixed Deposits
The Company has not accepted fxed deposits during the year under
review. There were no overdue deposits except unclaimed deposits of Rs.
6000/- as at December 31, 2009 which has been subsequently deposited to
Investor Education & Protection Fund of Government in January, 2010. As
per requirements of Section 205C of the Companies Act, 1956, the fxed
deposits and interest unclaimed after completion of seven years are
transferred to the Investor Education and Protection Fund established
by the Central Government. There is no amount due and outstanding to be
credited to Investor Education and Protection Fund as on December 31,
2009.
Subsidiary Company
The audited accounts of the wholly owned subsidiary, Chemtreat
Composites India Private Limited along with Auditors Report thereon,
and the statement pursuant to Section 212 of the Companies Act, 1956,
is a part of this annual report.
Consolidated Financial Statements
In accordance with the Accounting Standards (AS-21), notifed by the
Companies (Accounting Standards) Rules, 2006, the consolidated fnancial
statements covered in this annual report by the Company include
fnancial information of its subsidiary Chemtreat Composites India
Private Limited and forms part of this annual report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report forming part of
Directorsà Report for the year under review, as stipulated under Clause
49 of the listing agreement with stock exchanges, forms part of the
annual report.
Corporate Governance
The Company is committed to maintain the highest standards of corporate
governance. The report on corporate governance as stipulated under
clause 49 of the listing agreement forms part of the annual report. The
requisite certifcate from the auditors of the Company confrming
compliance with the conditions of corporate governance as stipulated
under the aforesaid clause is attached to this report.
Particulars of Employees
The statement giving particulars of employees, as required under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended, forms part of this
report. However, having regard to the provisions of Section
219(1)(b)(iv) of the said Act, the annual report excluding the
aforesaid statement is being sent to all the members of the company.
Any member interested in obtaining a copy of this statement may write
to the company secretary at the registered offce of the Company.
Directors
Consequent upon termination of agreement of Mr. Heiner Meier, as
Vice-Chairman and Managing Director, the Board at its meeting held on
October 29, 2009 considered and appointed Mr. Peter Palm as
Vice-Chairman and Managing Director of the Company effective from
January 1, 2010. The Board wishes to place on records its sincere
appreciation for Mr. MeierÃs valuable contribution since integration of
Clariant group companies in India and welcomes the appointment of Mr.
Palm in his place. Mr. Peter Lindner, who was frst appointed as
director of the Company on October 25, 2001 and Mr. Walter Kindler, who
was appointed as director on February 20, 2009 to fll up the casual
vacancy caused by resignation of Mr. Dominik Strebel resigned from the
Board with effect from January 1, 2010.The Board at the meeting held on
October 29, 2009 appointed Mr. Heiner Meier as director to fll up the
casual vacancy caused by resignation of Mr. Lindner and Mr. Henri
Schloemer as additional director with effect from January 1, 2010. The
Company has received notice under Section 257 of the Companies Act,
1956 from a shareholder proposing Mr. Henri Schloemer as a director of
the Company.
In accordance with the provisions of the Companies Act, 1956 and the
articles of association of the Company, Diwan Arun Nanda, the director
of the Company is due to retire at the forthcoming annual general
meeting, and being eligible, has offered himself for re- appointment.
Details of the directors seeking re-appointment are provided in the
Corporate Governance Report forming part of this report, as required
under Clause 49 of the listing agreement with the stock exchanges.
Directorsà Responsibility Statement
In terms of Section 217(2AA) of the Companies Act, 1956 your directors
confrm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(b) they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at December 31, 2009 and of the proft of the Company for
that year;
(c) they have taken proper and suffcient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis.
Conservation of Energy, Research and Development, Technology
Absorption, Foreign Exchange Earnings and Outgo
Information required under section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is annexed hereto and forms part of the
report.
Auditors
M/s. Deloitte Haskins & Sells, Chartered Accountants, retires at the
conclusion of the ensuing annual general meeting and being eligible,
offer themselves for re-appointment. Members are requested to appoint
the auditors and fx the remuneration payable to them.
Cost Audit
The Board of Directors, in pursuance of an order under section 233B of
the Companies Act, 1956 issued by the Central Government, has appointed
M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai, as cost auditors to
audit the cost accounts maintained by the Company in respect of Dyes
and Intermediates for bulk drugs for the fnancial year 2009.
Acknowledgement
The Board of Directors place on record its sincere appreciation for the
dedicated efforts put in by all employees, their commitment and
contribution ensuring sustained operations that your Company has
achieved in most diffcult and challenging environment during the year.
Your directors would like to record their sincere appreciation for the
support and co-operation that your Company received from all the
distributors, suppliers and business associates whom your Company
regards as partners in progress.
The Board of directors also express their appreciation of the
assistance and co-operation extended by the bankers and unstinted
support received from Clariant group companies.
Your directors thank the members for their confdence in the Company.
For and on behalf of the Board of Directors
R. A. Shah
Mumbai, February 19, 2010 Chairman