Consolidated Balance Sheet: As at 31st December, 2011
Consolidated Balance Sheet: As at 31st December, 2011
Consolidated Balance Sheet: As at 31st December, 2011
Less : Accumulated depreciation and impairment Net block Capital work-in-progress and advances, etc.
10 11
17 For and on behalf of the Board, R. A. Shah P. Palm Dr. H. Schloemer B. S. Mehta Diwan A. Nanda Chairman Vice-Chairman & Managing Director
Directors
B. L. Gaggar Director Finance & Company Secretary Mumbai, 17th February, 2012
59
12
13 14 15 4 16
Directors
B. L. Gaggar Director Finance & Company Secretary Mumbai, 17th February, 2012
60
Adjustments for :
Depreciation/Amortisation Unrealised foreign exchange (gain)/loss (Net) Interest income Dividend income Loss/(profit) on sale of assets (Net) Profit on sale of subsidiary Loss/(profit) on sale of investments (Net) Provision for doubtful debts/advances (Net) Provision for leave encashment Provision for ex-gratia gratuity Provision for gratuity Interest expenses Assets written-off Operating profit before working capital changes 1869.88 (22.87) (383.80) (1499.04) (24071.11) (216.71) (60.55) (32.34) 370.83 (21.15) (398.58) 123.35 36.67 15277.82 1760.82 (5.89) (92.96) (677.96) (512.16) (13.51) (94.79) 36.51 (4.48) 345.31 116.16 206.89 17630.44
Adjustments for :
Trade and other receivables Inventories Trade, other payables and provisions Cash generated from operations Direct taxes paid - (Net of refunds) Net cash from operating activities B. CASH FLOW FROM INVESTING ACTIVITIES : Purchase of fixed assets Sale of fixed assets Purchase of investments Sale of subsidiary Sale of investments Interest received Dividend received Net Cash from/(used) in investing activities (4884.71) 24451.99 (188325.25) 508.30 180593.45 383.80 1499.04 14226.62 (3575.91) 1477.66 (181779.90) 175059.45 92.96 677.96 (8047.78) 134.49 (2475.54) (2518.76) 10418.01 (8272.69) 2145.32 1693.81 (1419.88) 5198.42 23102.79 (6709.91) 16392.88
61
2011 ` Lakhs C. CASH FLOW FROM FINANCING ACTIVITIES : Repayment of borrowings Interest paid Dividend/dividend tax paid Net Cash used in financing activities NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) CASH AND CASH EQUIVALENTS AS AT BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS - SALE OF SUBSIDIARY CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR (See note 3) (Refer Schedule 8) Notes: 1. 2. 3. 4. (85.09) (119.45) (15388.24) (15592.78) 779.16 2106.60 (41.21) 2844.55
2010 ` Lakhs
2106.60
The Cash flow has been prepared under the Indirect Method as set out in Accounting Standard-3 on Cash flow statement notified by the Companies (Accounting Standards) Rules, 2006. Direct taxes paid are treated as arising from operating activities and are not bifurcated between investing and financing activities. Cash and cash equivalents at the end of the year include current account balances with banks of ` 357.82 lakhs (Previous Year : ` 253.20 lakhs) which are restricted in use on account of unclaimed dividend/interest on fixed deposit. Figures for the previous year have been regrouped wherever necessary to conform to the current years classification.
In terms of our report attached For Deloitte Haskins & Sells Chartered Accountants A.C. Khanna Partner
For and on behalf of the Board, R. A. Shah P. Palm Dr. H. Schloemer B. S. Mehta Diwan A. Nanda Chairman Vice-Chairman & Managing Director
Directors
B. L. Gaggar Director Finance & Company Secretary Mumbai, 17th February, 2012
62
Schedules
forming part of the Consolidated Balance Sheet
31-12-11 ` Lakhs SCHEDULE 1 : SHARE CAPITAL Authorised 30000000 equity shares of ` 10/- each Issued and subscribed 26660745 equity shares of ` 10/- each fully paid Notes: Of the above : (a) 15010745 equity shares issued as fully paid up pursuant to a contract for a consideration other than cash. (b) 8167080 equity shares are held by EBITO Chemiebeteiligungen AG. 6075000 equity shares are held by Clariant International AG. 2660000 equity shares are held by Clariant Participations AG. The ultimate holding company being Clariant AG, Switzerland. (c) 6690610 equity shares were allotted as fully paid up bonus shares by capitalisation of ` 669.06 lakhs from general reserve. 2666.07 2666.07 3000.00 3000.00 31-12-10 ` Lakhs
SCHEDULE 2 : RESERVES AND SURPLUS Capital reserve As per last Balance sheet Capital redemption reserve As per last Balance sheet Securities premium account As per last Balance sheet General reserve As per last Balance sheet 25792.40 3040.39 28832.79 Profit and loss account 12630.48 45876.53 24668.25 1124.15 25792.40 3802.39 34008.05 3545.65 3545.65 137.50 137.50 730.11 730.11
SCHEDULE 3 : UNSECURED LOANS From others : Interest-free sales tax deferral scheme granted by State Industries Promotion Corporation of Tamil Nadu Limited (Repayable within one year ` 20.19 lakhs, Previous Year: ` 85.09 lakhs) 20.19 20.19 105.28 105.28
Consolidated Schedules
63
` Lakhs NET BLOCK As at As at 31-12-11 31-12-10 137.42 488.85 4642.92 10750.22 550.52 478.79 17048.72 1306.70 182.38 1489.08 225.44 146.26 472.39 4178.94 8580.04 541.57 188.50 14333.14 1882.48 163.08 2045.56
18537.80 16378.70 Note : Buildings include ` 950/- (Previous Year : ` 950/-) being the cost of shares in co-operative housing societies. * Consequent to the sale of subsidiary Chemtreat Composites India Private Limited, the assets of the said subsidiary have been adjusted from the Gross Block of ` 893.41 lakhs and Depreciation/Amortisation/Impairment of ` 346.24 lakhs.
31-12-11 ` Lakhs SCHEDULE 5 : INVESTMENTS (AT COST) Non Trade - Unquoted Long Term 1000 (Previous Year : NIL) 6% Rural Electrification Corporation Limited Bonds of Rs.10000 each In fully paid units of ` 10/- each 9000000 (Previous Year : NIL) DSP BlackRock FMP - 12M Series 15 - Growth 3000000 (Previous Year : NIL) IDFC Fixed Maturity Yearly Series 40 - Growth 9000000 (Previous Year : NIL) JM Fixed Maturity Fund Series XIX Plan C - Growth 9001567 (Previous Year : NIL) Reliance Fixed Horizon Fund - XIX - Series 8 - Growth Total Long Term Current In fully paid units of ` 10/- each 9642218 (Previous Year : 9621653) Templeton India Ultra Short Bond Fund Super Institutional Plan - DDR 8037521 (Previous Year : NIL) Birla Sun Life Quarterly Interval - Series 4 - Dividend Payout 6570009 (Previous Year : NIL) JM Money Manager Fund - Super Plus Plan - DDR 3378171 (Previous Year : NIL) JM Short Term Fund - Inst Plan - DDR 3375990 (Previous Year : NIL) JM Money Manager Fund - Regular Plan - DDR 9556937 (Previous Year : NIL) TATA Fixed Maturity Plan Series 38 Scheme C - Dividend Payout 9766182 (Previous Year : NIL) DWS Ultra Short Term Fund - Institutional Plan - DDR 580972 (Previous Year : NIL) DWS Ultra Short Term Fund - Regular Plan Bonus 9594054 (Previous Year : NIL) ICICI Prudential Blended Plan B - Institutional DDR Option II 9500000 (Previous Year : NIL) HDFC FMP 92D December 2011 (2) - Dividend Series XIX 6000000 (Previous Year : NIL) DSP BlackRock FMP - Series 26 - 3M - Dividend Payout 9750000 (Previous Year : NIL) DSP BlackRock FMP - Series 25 - 3M - Dividend Payout 9600467 (Previous Year : NIL) Canara Robeco Interval Series 2 - Quarterly Plan 2 - Inst - Dividend Payout 9671446 (Previous Year : NIL) UTI - Fixed Income Interval Fund - Quarterly Interval Plan Series I - Dividend Payout 3000000 (Previous Year : NIL) IDFC Fixed Maturity Quarterly Series 67 - Dividend Payout
31-12-10 ` Lakhs
965.34 803.93 657.35 337.89 337.98 955.69 978.36 56.84 960.13 950.00 600.00 975.00 960.25 967.14 300.00
963.28
64
31-12-11 ` Lakhs SCHEDULE 5 : INVESTMENTS (AT COST) (Contd.) In fully paid units of ` 10/- each (Contd.) 9667103 (Previous Year : NIL) IDFC Ultra Short Term Fund - DDR 5000956 (Previous Year : NIL) SBI - Debt Fund Series - 90 Days - 53 - Dividend Payout 7001667 (Previous Year : NIL) Taurus Fixed Maturity Plan 91 Days Series - K - Dividend Payout 9500000 (Previous Year : NIL) Baroda Pioneer 90 Day FMP - Series 5 - Dividend Payout 7855771 (Previous Year : NIL) JP Morgan India Treasury Fund - Super Institutional DDR 5873654 (Previous Year : NIL) Religare Credit Opportunities Fund - Institutional DDR 4998900 (Previous Year : NIL) Sundaram Interval Fund Quarterly Plan D - Dividend Payout 9538901 (Previous Year : NIL) Sundaram Interval Fund Quarterly Plan B - Dividend Payout 9509628 (Previous Year : NIL) L & T Ultra STF Inst - DDR 5250963 (Previous Year : NIL) L & T FMP - V - December 9D A - Dividend Payout NIL (Previous Year : 6903971) JM Money Manager Fund - Super Plan - DDR NIL (Previous Year : 8999392) Reliance Monthly Interval Fund - Series II - Institutional Dividend Plan NIL (Previous Year : 9498599) Reliance Monthly Interval Fund - Series I - Institutional Dividend Plan NIL (Previous Year : 5014035) TATA Fixed Income Portfolio Fund Scheme A2 Institutional Monthly Dividend NIL (Previous Year : 9501200) TATA Fixed Income Portfolio Fund Scheme A3 Institutional Monthly Dividend NIL (Previous Year : 7388640) DWS Treasury Fund Cash - Institutional Plan - DDR NIL (Previous Year : 3000000) ICICI Prudential Interval Fund I - Monthly Interval Plan A Institution NIL (Previous Year : 9753024) JM High Liquidity Fund - Super Institutional Plan - DDR NIL (Previous Year : 9782457) Fidelity Ultra Short Term Debt Fund Super Institutional - DDR NIL (Previous Year : 9543201) IDFC Ultra Short Term Fund - DDR NIL (Previous Year : 9509940) LIC MF Interval Fund - Series 1 - Monthly Dividend Plan NIL (Previous Year : 7687665) Canara Robeco Treasury Advantage Super Inst. DDR NIL (Previous Year : 9544914) Sundaram Ultra ST Fund Inst. DDR NIL (Previous Year : 9356287) L&T Freedom Income STP Inst - DDR NIL (Previous Year : 398454) Canara Robeco Floating Rate Short Term Dividend Fund NIL (Previous Year : 9435078) HDFC Floating Rate Income Fund - Short Term Plan - Whole Sale Option - DDR NIL (Previous Year : 9501131) UTI Fixed income Interval Fund - Monthly Interval Plan Series - I Institutional Dividend Payout NIL (Previous Year : 9528528) UTI Fixed income Interval Fund - Monthly Interval Plan - II - Institutional Dividend Payout NIL (Previous Year : 9510531) IDFC Money Manager Fund - TP - Super Inst Plan C - DDR In fully paid units of ` 1000/- each 97906 (Previous Year : 96745 ) Tauras Ultra Short Term Bond Fund - Super Insti DDR 71724 (Previous Year : 2035977) Religare Ultra Short Term Fund - Institutional DDR 74987 (Previous Year : 60046) Templeton India Treasury Management Account Super Institutional Plan - DDR 42620 (Previous Year : NIL) TATA Liquidity Management Fund - DDR 27379 (Previous Year : NIL) TATA Treasury Manager Fund Ship - DDR 95025 (Previous Year : NIL) DSP BlackRock Liquidity Fund - I.P. - DDR 45594 (Previous Year : NIL) Taurus Short Term Income Fund - Dividend Payout 50564 (Previous Year : NIL) Axis Treasury Advantage Fund - Institutional DDR NIL (Previous Year : 50040) Axis Liquid Fund - Institutional DDR Total Current Total Investments - Unquoted 967.92 500.10 700.17 950.00 786.28 587.54 500.00 954.27 965.72 525.10 980.77 718.48 750.38 427.32 276.61 950.56 698.30 505.68 23551.10 26651.26
31-12-10 ` Lakhs
691.21 900.09 950.10 501.45 950.12 742.54 300.00 976.91 978.73 955.52 950.99 953.82 958.02 950.15 56.51 951.14 950.11 952.85 951.20 968.94 203.95 600.87 500.41 18858.91 18858.91
Consolidated Schedules
65
31-12-11 ` Lakhs SCHEDULE 6 : INVENTORIES At lower of cost and net realisable value (As certified by the Management) Stores and spare parts Raw materials Packing materials Finished goods Work-in-progress
31-12-10 ` Lakhs
SCHEDULE 7 : SUNDRY DEBTORS Secured (Considered good) Over six months Other debts Unsecured (Considered good, unless otherwise stated) Over six months (Including doubtful debts ` 147.07 lakhs; Previous Year : ` 172.88 lakhs) Other debts Less : Provision for doubtful debts 269.35 11596.60 11865.95 147.07 13338.91 232.47 10812.87 11045.34 172.88 12679.55 3.37 1616.66 1620.03 1807.09 1807.09
SCHEDULE 8 : CASH AND BANK BALANCES Cash on hand Cheques on hand With scheduled banks : On current accounts On fixed deposit accounts 3.77 93.50 2107.55 639.73 2747.28 2844.55 1.55 64.87 1748.83 291.35 2040.18 2106.60
SCHEDULE 9 : LOANS AND ADVANCES (Unsecured - Considered good, unless otherwise stated) Advances recoverable in cash or in kind or for value to be received (Including doubtful advances ` 36.08 lakhs; Previous Year : ` 42.61 lakhs) Less : Provision for doubtful advances VAT set off admissible Advance payment of Income tax (Net of provision for taxation) Balances with customs and excise on current account
66
31-12-11 ` Lakhs SCHEDULE 10 : CURRENT LIABILITIES Sundry creditors Due to micro enterprises and small enterprises Due to others Deposits Unpaid dividends* Unpaid interest on matured fixed deposits* Other Liabilities * There is no amount due and outstanding to be credited to Investor Education and Protection Fund 418.68 16593.11 17011.79 1125.50 357.82 858.21 19353.32
31-12-10 ` Lakhs
SCHEDULE 11 : PROVISIONS Employee benefits : Compensated Absences Gratuity Ex-gratia gratuity Others : Provision for taxation (Net of advance payment of Income tax) Proposed dividend (Final) Corporate tax on proposed dividend (Final)
Consolidated Schedules
67
Schedules
forming part of the Consolidated Profit and Loss Account
2011 ` Lakhs SCHEDULE 12 : OTHER INCOME Dividend on current non-trade investments Export incentives Profit on sale of fixed assets (Net) Cash discounts Rental income Indenting commission Exchange Gain (Net) Provision for doubtful debts/advances written back (Net) Profit on sale of current investments (Net) Miscellaneous 1499.04 508.49 23.92 27.26 7.69 784.59 204.18 32.34 60.55 796.49 3944.55 2010 ` Lakhs 677.96 573.83 45.88 34.58 204.39 773.67 94.79 13.51 722.95 3141.56
SCHEDULE 13 : COST OF MATERIALS Raw materials consumed Packing materials consumed Purchases of finished goods (Increase)/Decrease in stocks of finished goods and work-in-progress : Opening stock Finished goods Work-in-progress Less : On sale of subsidiary Finished goods Work-in-progress Less : Closing stock Finished goods Work-in-progress
4912.94 954.94 5867.88 62.93 3.06 65.99 5539.68 1534.52 7074.20 (1272.31) 59346.38
SCHEDULE 14 : PERSONNEL COST Salaries, wages, bonus, etc. Contribution/Provision for provident fund, superannuation scheme, gratuity fund, etc. Welfare expenses
SCHEDULE 15 : INTEREST (NET) Interest paid Others Less : Interest received (Gross) : Others (Interest on bank deposits, delayed payments, Investments, etc.) (Tax deducted at source ` 36.92 lakhs; Previous Year : ` 9.53 lakhs)
68
2011 ` Lakhs SCHEDULE 16 : OTHER EXPENDITURE Stores and spare parts etc. consumed Repairs and maintenance : Plant and machinery Buildings Others Power and fuel Rent (including lease payments) (See note 9, Schedule 17) Rates and taxes (including water charges) Insurance Clearing, forwarding and transport Travelling and conveyance Commission Cash discount Other discounts on sales (See note 14, Schedule 17) Assets written-off Excise duty Exchange loss (Net) Legal and consultancy Miscellaneous (See note 11, Schedule 17) 495.52 1001.28 223.58 184.14 3785.30 543.36 275.20 110.21 2346.75 1452.49 258.58 402.51 36.67 74.26 782.78 4388.47 16361.10
2010 ` Lakhs 553.23 966.42 254.82 225.91 3653.20 567.73 469.91 103.04 2104.33 1247.52 127.61 2.55 816.60 22.61 118.97 61.48 1410.41 4166.99 16873.33
69
70
2.
VIII. Inventories Inventories are valued at the lower of cost and estimated net realisable value after providing for obsolescence. The cost of inventories is generally arrived at on the following basis : Raw materials, packing materials, trading items and stores and spares Weighted average cost. Finished goods and work-in-progress Absorption costing at works cost. IX. Sundry Debtors/Loans and Advances Sundry debtors and loans and advances are stated after making adequate provision for doubtful debts/advances. X. Investments Long term investments are stated at cost less provision for diminution in value, other than temporary. Current investments are stated at the lower of cost and fair value. Dividends are accounted for when the right to receive the dividend payment is established. XI. Leases Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets are classified as operating leases. Operating lease payments are recognised as an expense in the Profit and Loss Account on a straight-line basis over the lease term. XII. Foreign Currency Translations (a) Monetary items denominated in foreign currency are translated at the exchange rate prevailing on the last day of the accounting year. In respect of items covered by forward contracts, the premium or discount arising at the inception of such a forward exchange contract is amortised as expense or income over the life of the contract. Any profit or loss arising on cancellation of such a forward exchange contract is recognised as income or expense for the period. Foreign currency transactions are accounted at the rate prevailing on the date of transaction. (b) Non monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of transaction. (c) Gain or loss arising out of translation/conversion is taken credit for or charged to the Profit and Loss Account. XIII. Income Tax Income-tax expense comprises current tax and deferred tax charge or credit. The current tax is determined as the amount of tax payable in respect of the estimated taxable income for the year. The deferred tax charge or credit is recognised using prevailing enacted or substantively enacted tax rates. Where there is unabsorbed depreciation or carry forward losses, deferred tax assets are recognised only if there is virtual certainty of realisation of such assets. Other deferred tax assets are recognised only to the extent there is reasonable certainty of realisation in future. Deferred tax assets/liabilities are reviewed at each Balance Sheet date based on developments during the year and available case laws, to reassess realisation/liabilities. XIV. Contingencies/Provisions Provision is recognised when the Company has a present obligation as a result of past event; it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions except in respect of employee benefits are not discounted to its present value and are determined based on best estimate of the expenditure required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimate. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit is remote. Segment Information (As required by Accounting Standard (AS)-17 Segment Reporting) : (a) The Company is organised into two primary business segments mainly : (i) Intermediates and Colours : Includes pigment dyestuffs and their dispersion, Intermediates for dyes, pesticides and pharmaceuticals and masterbatches for plastics and nylon fibers. (ii) Dyes and Specialty Chemicals : Includes dyestuff synthetic resins, binder materials, auxiliaries and chemicals. (b) The secondary segments of the Company are geographical segments mainly : (i) India (ii) Outside India (c) Segments have been identified and reported taking into account the nature of products and services, the differing risk and returns, the organisation structure, and the internal financial reporting system. (d) (i) Segment Revenue and Results : The expenses which are not directly attributable to the business segment are shown as unallocated corporate cost. (ii) Segment assets and liabilities : Segment assets include all operating assets used by the business segment and consist principally of fixed assets, debtors and inventories. Segment liabilities primarily include creditors and other liabilities. (iii) Assets and liabilities that cannot be allocated among the segments are shown as a part of unallocable corporate assets and liabilities respectively.
71
Information about primary business segments : 2011 ` Lakhs Intermediates & Colours Revenue (net) External sales/Revenue Results Segment results Unallocated corporate expenses (net) Operating profits Interest Income Interest expenses Profit before exceptional items and taxation Exceptional items (See note 12, Schedule 17) Profit before taxation after exceptional items Current tax/Deferred tax Excess/(Short) provision for taxation [for earlier years] Profit after tax Other information Segment assets Unallocated corporate assets Total assets Segment liabilities Unallocated corporate liabilities Total liabilities Capital expenditure Unallocated corporate capital expenditure Total capital expenditure Depreciation/Amortisation Unallocated corporate depreciation Total depreciation/amortisation Non cash expenses other than depreciation/amortisation Unallocated corporate non cash expenses other than depreciation/amortisation Total Non cash expenses other than depreciation/amortisation Information about secondary segments : 2011 ` Lakhs Outside India 22996.34 2852.75 2010 ` Lakhs Outside India 21120.10 2201.19 37892.76 6296.09 Dyes and Specialty Chemicals 58271.15 8621.92 Total Intermediates & Colours 35851.48 6849.82 2010 ` Lakhs Dyes and Specialty Chemicals 62276.39 12044.99 Total
96163.91 14918.01 238.17 15156.18 383.80 (123.35) 15416.63 24166.61 39583.24 (9143.88) 30439.36 46587.67 33263.65 79851.32 19126.89 2886.10 22012.99 4859.70 25.01 4884.71 1852.13 17.75 1869.88 390.66 20.12 410.78
98127.87 18894.81 (1575.64) 17319.17 92.96 (116.16) 17295.97 (729.47) 16566.50 (5311.19) 2.78 11258.09 40550.50 26345.85 66896.35 19413.59 4590.89 24004.48 3524.17 51.74 3575.91 1709.71 51.11 1760.82 408.66 218.40 627.06
24898.98
21688.69
19160.66
21389.84
7821.05
11305.84
7427.12
11986.47
3146.04
1713.66
2519.20
1004.97
983.45
868.68
841.79
867.92
175.49
215.17
168.72
239.94
India External sales Segment assets Additions to fixed assets Note : Total liabilities exclude the following : (a) Proposed dividend ` 7998.22 lakhs (` 5332.15 lakhs) (b) Corporate tax on proposed dividend ` 1297.51 lakhs (` 885.60 lakhs) 73167.57 43734.92 4859.70
72
3.
Related Party Disclosure as required by AS-18 Related Party Disclosures are given below :Relationship : a) Holding Company : EBITO Chemiebeteiligungen AG, Clariant International AG and Clariant Participations AG, together hold 63.40% equity shares in the Company, the ultimate holding company being Clariant AG, Switzerland. b) Other related parties in the Clariant group where common control exists and with whom the company has transactions : Fellow Subsidiary Companies : Clariant Advanced Material GmbH Clariant (Australia) Pty. Ltd. Clariant (Canada) Inc. Clariant (China) Ltd. Clariant (Colombia) SA Clariant (Egypt) SAE Clariant (Guatemala) SA Clariant (Gulf) FZE Clariant (Japan) K.K. Clariant (Korea) Ltd. Clariant (Malaysia) Sdn Bhd Clariant (Maroc) S.A. Clariant (Mexico) S.A. de C.V. Clariant (Pakistan) Ltd. Clariant (Per) S.A. Clariant (Singapore) Pte. Ltd. Clariant (Thailand) Ltd. Clariant (Tianjin) Ltd. Clariant (Uruguay) SA Clariant Chemicals (China) Ltd. Clariant Chemicals (Taiwan) Co., Ltd. Clariant Corporation Clariant Export AG Clariant Ibrica Produccin S.A. The Egyptian German Company for Dyes & Resins SAE (EGCODAR SAE) c) Key Management Personnel : P. Palm : Vice-Chairman & Managing Director Clariant Masterbatch Ibrica S.A. Clariant Masterbatches (Deutschland) GmbH Clariant Masterbatches (Malaysia) Sdn Bhd Clariant Masterbatches (Italia) S.p.A. Clariant Masterbatches (Saudi Arabia) Ltd. Clariant Masterbatches (Shanghai) Ltd. Clariant Masterbatches (Thailand) Ltd. Clariant Masterbatches Benelux SA Clariant Masterbatches Huningue Clariant Masterbatches Ireland Limited Clariant Masterbatches Norden AB Clariant Pigments (Korea) Ltd. Clariant Pigments (Tianjin) Ltd. Clariant Prodotti (Italia) S.p.A. Clariant Production (France) Clariant Produkte (Deutschland) GmbH Clariant Produkte (Schweiz) AG Clariant S.A. Clariant Southern Africa (Pty.) Ltd. Clariant Specialty Chemicals (Zhenjiang) Co., Ltd. Clariant Trading (China) Ltd. Clariant (Trkiye) Boya ve Kimyevi Maddeler Sanayi ve Ticaret A.S. K.J. Quinn PT Clariant Indonesia
73
During the year following transactions were entered into with related parties : (i) Holding Company and Fellow Subsidiaries : 2011 ` Lakhs Holding Company : Transactions during the year : Clariant International AG Sales of goods Purchase of goods Services rendered Services received Dividend paid Expenses recovered EBITO Chemiebeteiligungen AG Dividend Paid Clariant Participations AG Dividend Paid Balances outstanding as at the year end : Amount payable Amount receivable Fellow Subsidiaries : Transactions during the year : Sales of goods Clariant Produkte (Deutschland) GmbH Clariant Corporation Clariant (China) Ltd. Clariant (Singapore) Pte. Ltd. Others Purchase of goods Clariant (Tianjin) Ltd. Clariant (China) Ltd. PT Clariant Indonesia Others Purchase of capital goods Clariant Pigments, KR Clariant Masterbatches (Italia) S.p.A. Others Services rendered and others Clariant Export AG Clariant Produkte (Schweiz) AG Clariant (China) Ltd. Clariant Masterbatches (Thailand) Ltd. Others 20.97 19.51 11.67 15.59 237.38 13.63 15.47 9.38 22.23 377.73 63.59 11.18 368.48 1040.95 166.48 769.57 640.97 1276.94 280.46 562.81 3890.03 837.88 2101.33 8937.81 3939.78 4294.64 2100.95 4186.57 555.09 6228.06 1289.88 286.19 1640.13 175.60 1330.00 665.00 4083.54 2041.77 0.14 7356.36 851.81 635.41 3037.50 94.95 143.74 9046.35 473.52 811.22 1518.75 6.84 2010 ` Lakhs
74
During the year following transactions were entered into with related parties : (Contd.) 2011 ` Lakhs Fellow Subsidiaries : (Contd.) Transactions during the year : (Contd.) Expenses recovered Clariant (Singapore) Pte. Ltd. Clariant S.A. Cl Produccion (ES) Clariant Taiwan Clariant Chemicals (China) Ltd Clariant Produkte (Deutschland) GmbH Clariant (Thailand) Ltd. Clariant Corporation Others Services received and others Clariant (Gulf) FZE PT Clariant Indonesia Clariant Southern Africa (Pty) Ltd. Clariant (Singapore) Pte. Ltd. Clariant Pigments (Korea) Ltd. Others Expenses reimbursed Clariant (China) Ltd. Balances outstanding as at the year end : Amount payable Amount receivable (ii) Key Management Personnel : Remuneration Payable balance 199.64 51.11 31-12-2011 ` Lakhs 4. Contingent liabilities not provided for : (a) in respect of income tax matters decided against the Company, in respect of which the Company is in further appeal decided in favour of the Company against which the department is in appeal (b) in respect of sales tax matters (c) in respect of excise matters (d) in respect of bills of exchange discounted with banks [since realised ` 840.51 lakhs (` 874.44 lakhs)] (e) Other matters in dispute (f) Disputed labour matters - Amount not ascertained. In respect of items (a) to (c), (e) & (f) future cash outflows in respect of contingent liabilities is determinable only on receipt of judgements pending at various forums/authorities. 1169.79 389.19 4958.64 892.11 1348.13 2.25 1893.82 14.78 2440.58 615.26 1138.96 2.25 169.01 26.75 31-12-2010 ` Lakhs 477.20 3795.74 444.18 2609.21 0.58 17.68 11.36 5.40 3.93 5.40 7.53 12.75 16.00 2.04 30.24 6.60 6.41 1.03 0.38 0.34 0.20 0.06 0.04 0.35 0.15 0.15 0.14 0.07 2010 ` Lakhs
5.
Estimated amount of contracts remaining to be executed on capital account and not provided for
2480.02
856.40
75
31-12-2011 ` Lakhs 6. Deferred Taxes : The major components of deferred tax assets and deferred tax liabilities are set out below : Deferred Tax Assets (a) Provision for doubtful debts (b) Provision for retirement benefits (c) Expenses allowable for tax purposes when paid (d) Payment/Provision for voluntary retirement scheme Deferred tax liabilities Depreciation/Amortisation Deferred tax assets/(liabilities) - Net 59.43 312.62 51.10 583.27 1006.42 (1462.85) (456.43) 2011 ` Lakhs 7. Amount paid/payable by the Company to Directors (including Managing Director) as remuneration for services rendered in any capacity : Directors sitting fees Salaries Commission Other perquisites and benefits in cash or in kind 2.75 130.77 64.11 17.76 215.39
31-12-2010 ` Lakhs
8.
Earnings per share : (a) Net profit after taxation (b) Number of equity shares outstanding (c) Basic and Diluted earnings per share (In `) (d) Face value per share (In `) 30439.36 26660745 114.17 10.00 11258.09 26660745 42.23 10.00
9.
Assets taken on lease on or after 1st April, 2001 : (a) In respect of operating leases, where lease agreements have been formally entered into, lease payments recognised in the profit and loss account for the year are as follows :Office premises, vehicles and computers (b) There are no restrictions such as those concerning dividends, additional debt and further leasing, imposed by the lease agreements entered into by the Company. (c) Contingent rent payments in respect of vehicles are dependent upon the excess of actual usage, if any, over stipulated usage. For a period not later than one year For a period later than one year and not later than five years Total 273.93 261.62 535.55 311.66 420.25 731.91
405.62
392.71
(d) The total of future minimum lease payments under non-cancellable operating leases are as follows :
10. Expenditure on Research and Development : Revenue expenditure charged to profit and loss account
37.75
76
2011 ` Lakhs 11. Miscellaneous Expenses in Schedule 16 : Other expenditure include : Auditors remuneration and expenses : (Excluding Service tax) (a) Audit fees (b) Company law matters (c) Other services* (d) Out-of-pocket expenses * Includes ` 0.50 lakhs payments made to a firm in which some of the partners of the audit firm are partners 12. Exceptional items in Profit & Loss Account include : (a) Termination benefit costs (b) Profit on sale of subsidiary (c) Profit on sale of land and infrastructure thereon at balkum site due to restructuring (d) Income from sale of diketene and intermediate business (e) Write off / loss on sale of fixed assets due to restructuring
2010 ` Lakhs
13. Employee Benefits : 2011 ` Lakhs Funded Unfunded (a) Defined benefit Plans - As per Actuarial valuation as on 31st December, 2011 : Gratuity (i) Expenses recognised in the statement of Profit and Loss Account for the year 1. Current service cost 2. Interest cost 3. Expected return on plan assets 4. Net actuarial (gain)/loss recognised during the year 5. Effect of curtailments or settlements 6. Expense/(Income) recognised in profit & loss account [Gratuity expense/(income) have been recognised in Contribution/Provision for provident fund, superannuation scheme, gratuity fund etc in Personnel Cost under Schedule 14] (ii) Actual return on plan assets for the year 1. Expected return on plan assets 2. Actuarial gain/(loss) on plan assets 3. Actual return on plan assets (iii) Net Asset/(Liability) recognised in the Balance Sheet as at the year end 1. Present value of the defined benefit obligation 2. Fair value of plan assets 3. Net Asset/(Liability) recognised in the balance sheet (iv) Change in defined benefit obligation during the year 1. Present value of obligation at the beginning of the year 2. Current service cost 3. Interest cost 4. Benefits Paid 5. Effect of curtailments or settlements 6. Actuarial (gain)/loss on obligation 7. Present value of obligation as at the end of the year 2010 ` Lakhs Funded Unfunded
163.41 52.95 216.36 2405.14 2257.68 (147.46) 2505.53 112.41 215.98 (227.47) (201.31) 2405.14
171.32 (0.91) 170.41 2505.53 1959.49 (546.04) 2342.20 116.72 187.38 (511.87) 78.41 292.69 2505.53
77
13. Employee Benefits : (Contd.) 2011 ` Lakhs Funded Unfunded (v) 2010 ` Lakhs Funded Unfunded
Changes in fair value of plan asset during the year 1. Fair value of plan assets as at the beginning of the year 1959.49 2141.47 2. Expected return on plan assets 163.41 171.32 3. Contributions made 309.30 159.48 4. Benefits paid (227.47) (511.87) 5. Actuarial gain/(loss) on plan assets 52.95 (0.91) 6. Fair value of plan assets as at the end of the year 2257.68 1959.49 (vi) Major categories of Plan Assets as a percentage of total plan assets 1. Central government securities 25.95% 32.20% 2. State government securities 10.37% 13.15% 3. Private sector bonds 25.98% 29.05% 4. Cash at bank 1.12% 1.71% 5. Investment in insurance companies 33.12% 27.58% 6. Others 3.46% -3.69% (vii) Actuarial assumptions 1. Discount rate 8.40% 8.40% 8.25% 8.25% 2. Expected Rate of return on plan assets 8.00% 8.00% 3. Salary escalation 4.0%-6.0% 4.0%-6.0% 4.0%-6.0% 4.0%-6.0% (viii) The company expects to contribute ` 170.00 lakhs to the funded gratuity plans in the year 2012 (ix) Net assets/(liability) recognised in the balance sheet as at respective year ends and experience adjustments : (contd.) Particulars Funded 1. Present value of defined benefit obligation 2. Fair value of plan assets 3. Funded status [surplus/(deficit)] 4. Experience adjustment arising on : a. Plan liabilities b. Plan assets Unfunded 1. Present value of defined benefit obligation 2. Fair value of plan assets 3. Funded status [surplus/(deficit)] 4. Experience adjustment arising on : a. Plan liabilities b. Plan assets 2011 2405.14 2257.68 (147.46) (165.16) 52.95 43.58 (43.58) (23.31) 2010 2505.53 1959.49 (546.04) 348.52 (0.91) 64.73 (64.73) 4.29 2011 ` Lakhs Other long term benefits The defined benefit obligations which are provided for but not funded are as under : Compensated Absence/Leave Salary (b) Gratuity is administered through duly constituted and approved independent trusts and also through Group gratuity scheme with Life Insurance Corporation of India (c) Future salary increases considered in actuarial valuation take into account inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market (d) Basis used to determine expected rate of return on plan assets : The expected rate of return on plan assets is based on market expectation, at the beginning of the year, for returns over the entire life of the related obligation. (` in Lakhs) 2009 2342.20 2141.47 (200.73) (49.77) (38.87) 69.21 (69.21) 4.54 2010 ` Lakhs
772.36
401.53
78
13. Employee Benefits : (Contd.) 2011 ` Lakhs (e) Accounting standard 15 Employee Benefits requires the disclosure of experience adjustments for past four years, however, the information is given only for the current and previous two years. (f) During the year the Company has recognised the following amounts in the Profit & Loss account in Schedule 14 : Salaries, Wages, Bonus includes compensated absences Contribution/Provision for provident fund, superannuation scheme, gratuity fund etc. includes :Provident fund & family pension Superannuation fund Gratuity fund Other funds 282.26 257.18 (107.81) 2.19 253.46 242.65 513.88 1.34 452.98 138.00 2010 ` Lakhs
14. Other discounts on sales included in Schedule 16 : Other Expenditure are net of reversal of excess provision made in earlier years of ` 231.91 lakhs. 15. The Company has divested its entire shareholding in the Subsidiary Company, Chemtreat Composites India Private Limited with effect from October 3, 2011. The amount of revenue, profit before tax and networth of the subsidiary considered in the consolidated financial statements of ` 557.24 lakhs, ` 8.92 lakhs and ` 76.68 lakhs respectively are based on its unaudited financial statements. 16. The cyclone which hit Tamil Nadu coast on 30th December, 2011 caused damage to plant, infrastructure facilities and equipment at manufacturing site located at Cuddlalore. The assets damaged are covered by insurance policy taken by the Company. The difference, if any, between actual loss and claim from the insurance company is yet to be determined. However, the amount involved is not expected to be material. 17. Pursuant to the divestment of the subsidiary in the current year, the figures of the current year are not strictly comparable to those of the previous year. 18. Figures for the previous year have been regrouped wherever necessary to conform to the current years classification. 19. The figures in brackets are those in respect of the previous accounting year.
In terms of our report attached For Deloitte Haskins & Sells Chartered Accountants A.C. Khanna Partner
For and on behalf of the Board, R. A. Shah P. Palm Dr. H. Schloemer B. S. Mehta Diwan A. Nanda Chairman Vice-Chairman & Managing Director
Directors
B. L. Gaggar Director Finance & Company Secretary Mumbai, 17th February, 2012