Annual Report 2005-2006 Clariant Chemicals (India) Limited Clariant Chemicals (India) Limited (Formerly Known As Colour-Chem Limited)
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Annual Report 2005-2006 Clariant Chemicals (India) Limited Clariant Chemicals (India) Limited (Formerly known as Colour-Chem Limited) Corporate Information BOARD OF DIRECTORS Mr. R. A. Shah – Chairman (w.e.f. 25th March, 2006) Mr. H. Meier – Vice-Chairman & Managing Director (w.e.f. 1st April, 2006) Mr. B. S. Mehta Diwan A. Nanda Mr. K. J. Bharucha – (Vice-Chairman & Managing Director upto 31st March, 2006) Mr. P. Lindner – (Chairman upto 24th March, 2006) Dr. A. Walde Mr. W. Mohr Mr. Sunil K. Nayak – Chief Financial Officer & Company Secretary AUDIT COMMITTEE Mr. R. A. Shah – Chairman Diwan A. Nanda Mr. K. J. Bharucha MANAGEMENT COMMITTEE Mr. H. Meier – Chairman Mr. Sunil K. Nayak Mr. A. K. Prasad Dr. G. G. Patkar Dr. S. Siddhan Mr. S. S. Patil AUDITORS A. F. Ferguson & Co., Chartered Accountants INTERNAL AUDITORS Mahajan & Aibara, Chartered Accountants SOLICITORS Crawford Bayley & Co. BANKERS The Hongkong & Shanghai Banking Corpn. Ltd. Standard Chartered Bank Citibank N.A. REGISTERED OFFICE Ravindra Annexe 194, Churchgate Reclamation Mumbai-400 020 WORKS Dhatav, Roha, Dist. Raigad-402 116 Balkum, Thane-400 608 ANNUAL GENERAL MEETING Kolshet Road, Thane-400 607 Date : 27th July, 2006 Kudikadu, P. O., Cuddalore-607 005 TIme : 03.00 p.m. Singhadivakkam Village, Kanchipuram-631 561 Day : Thursday Venue: Y. B. Chavan Auditorium REGISTRAR & SHARE TRANSFER AGENTS Gen. J. B. Marg Sharepro Services (India) Pvt. Limited Next to Sachivalaya Gymkhana Satam Estate, Chakala, Andheri (E) Mumbai - 400 021 Mumbai-400 099 1 Clariant Chemicals (India) Limited (Formerly known as Colour-Chem Limited) Notice NOTICE is hereby given that the FORTY-NINTH ANNUAL appointed as a Director of the Company whose term of GENERAL MEETING of the Members of Clariant Chemicals office shall be liable to determination by retirement of (India(India) Limited will be held at Y. B. Chavan Auditorium, Gen. directors by rotation.” Jagannath Bhosale Marg, Next to Sachivalaya Gymkhana, 6. To consider and, if thought fit, to pass, with or without Mumbai – 400 021 on Thursday July 27, 2006 at 03.00 p.m. to modification, the following resolution as an Ordinary transact the following business: resolution: Ordinary Business: “RESOLVED THAT Dr. A. Walde, who was appointed 1. To receive, consider, approve and adopt the Balance as an Additional Director of the Company by the Board Sheet as at March 31, 2006 and the Profit and Loss of Directors with effect from 01.08.05, pursuant to Account for the year ended on that date together with Article 113 of the Articles of Association of the Company the Reports of the Directors and Auditors thereon. and who holds office up to the day of this Annual General Meeting under section 260 of the Companies 2. To declare a dividend for the year 2005-2006. Act, 1956, and being eligible, offers himself for re- 3. To appoint M/s A. F. Ferguson & Co., Chartered appointment and in respect of whom the Company has Accountants, as the Auditors of the Company to hold received notice in writing under section 257 of the office from the conclusion of this Annual General Companies Act, 1956, along with the prescribed Meeting until the conclusion of the next Annual General deposit, from a shareholder signifying his intention to Meeting and to authorise the Board of Directors to fix propose Dr. Walde as a candidate for the office of their remuneration. Director, be and is hereby appointed as a Director of the Company whose term of office shall be liable to Special Business: determination by retirement of Directors by rotation.” 4. To consider and, if thought fit, to pass, with or without 7. To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary modification, the following resolution as an Ordinary resolution: resolution: “RESOLVED THAT Mr. B. S. Mehta, who was appointed “RESOLVED THAT Mr. K. J. Bharucha, who was as a Director of the Company by the Board of Directors appointed as an Additional Director of the Company by with effect from 25.03.06 in the casual vacancy caused the Board of Directors with effect from 01.04.06, pursuant by the resignation of Mr. H. K. Bilpodiwala and who to Article 113 of the Articles of Association of the holds office up to the day of this Annual General Company and who holds office up to the day of this Meeting under section 262 of the Companies Act, 1956, Annual General Meeting under section 260 of the and being eligible, offers himself for re-appointment Companies Act, 1956, and being eligible, offers himself and in respect of whom the Company has received for re-appointment and in respect of whom the Company notice in writing under section 257 of the Companies has received notice in writing under section 257 of the Act, 1956, along with the prescribed deposit, from a Companies Act, 1956, along with the prescribed deposit, shareholder signifying his intention to propose from a shareholder signifying his intention to propose Mr. Mehta as a candidate for the office of Director, be Mr. Bharucha as a candidate for the office of Director, and is hereby appointed as a Director of the Company be and is hereby appointed as a Director of the Company whose term of office shall be liable to determination by whose term of office shall be liable to determination by retirement of Directors by rotation.” retirement of Directors by rotation.” 5. To consider and, if thought fit, to pass, with or without 8. To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary modification, the following resolution as an Ordinary resolution: resolution: “RESOLVED THAT Mr. W. Mohr, who was appointed as “RESOLVED THAT Mr. H. Meier, who was appointed a Director of the Company by the Board of Directors as an Additional Director of the Company by the Board with effect from 25.03.06 in the casual vacancy caused of Directors with effect from 29.08.05, pursuant to by the resignation of Mr. P. R. Rastogi and who holds Article 113 of the Articles of Association of the office upto the day of this Annual General Meeting Company and who holds office up to the day of this under section 262 of the Companies Act, 1956, and Annual General Meeting under section 260 of the being eligible, offers himself for re-appointment and in Companies Act, 1956, and being eligible, offers respect of whom the Company has received notice in himself for re-appointment and in respect of whom writing under section 257 of the Companies Act, 1956, the Company has received notice in writing under along with the prescribed deposit, from a shareholder section 257 of the Companies Act, 1956, along with the signifying his intention to propose Mr. Mohr as a prescribed deposit, from a shareholder signifying his candidate for the office of Director, be and is hereby intention to propose Mr. Meier as a candidate for the 2 Notice office of Director, be and is hereby appointed as a remuneration payable to the Vice Chairman & Director of the Company.” Managing Director shall be governed by Section II of 9. To consider and, if thought fit, to pass, with or without Part II of Schedule XIII of the Companies Act, 1956, or modification, the following resolution as an Ordinary any statutory modification thereof. resolution: RESOLVED FURTHER THAT in accordance with Articles “RESOLVED THAT pursuant to the provisions of 127 of the Articles of Association of the Company, Sections 198, 269, 309, 310 and in terms of Schedule XIII Mr. Meier shall not be subject to retirement by rotation and other applicable provisions, if any, of the during his tenure as Vice Chairman & Managing Companies Act, 1956, approval of members be and is Director. hereby accorded to the re-appointment of Mr. K. J. RESOLVED FURTHER THAT the Board of Directors of Bharucha as Vice Chairman & Managing Director of the Company be and is hereby authorised to alter and the Company for a period of six months from 1st vary the aforesaid terms as to remuneration (including October 2005 upon the terms and conditions including perquisites) within the ceiling limits in that behalf laid remuneration, benefits and perquisites payable or down in Schedule XIII to the Companies Act, 1956 as in extended to him as set out in the agreement between force from time to time. the Company and Mr. Bharucha, copy whereof initialed RESOLVED FURTHER THAT in the event of any statutory by the Chairman for the purpose of identification has amendment, modification or relaxation by the Central been placed before this meeting, which agreement is Government to Schedule XIII to the Companies Act, hereby specifically approved. 1956, the board of Directors of the company (herein RESOLVED FURTHER THAT in the event of absence or after referred to as ‘the Board’ which term shall be inadequacy of net profit in financial year, the deemed to include any Committee which the Board remuneration payable to the Managing Director shall may constitute to exercise its powers, including be governed by Section II of Part II of Schedule XIII of powers conferred by this resolution) be and is hereby the Companies Act, 1956, or any statutory modification authorised to vary and/or increase the remuneration thereof. including salary, commission, perquisites, allowances, RESOLVED FURTHER THAT the Board of Directors of etc., within such prescribed limit(s) or ceiling and the the Company be and is hereby authorised to alter and agreement between the Company and the Vice vary the aforesaid terms as to remuneration (including Chairman & Managing Director be suitably amended to perquisites) within the ceiling limits in that behalf laid give effect to such modification, relaxation or variation down in Schedule XIII to the Companies Act, 1956 as in without any further reference to the members of the force from time to time.