| The Directors have pleasure in presenting their Twenty Fifth Annual
Report together with the audited accounts for the financial year ended
March 2010.
FINANCIAL HIGHLIGHTS
Particulars 2009-10 2008-2009
(Rs. in Lakhs) (Rs. in Lakhs)
Turnover 806.18 703.58
Gross Profit /(Loss) 83.08 (169.08)
ADD / LESS : Depreciation 37.27 36.98
Net Profit / (Loss) 45.81 (132.10)
Accumulated Losses Brought forward (1156.63) (1024.52)
Accumulated Losses Carried forward (1110.82) (1156.63)
BUSINESS OPERATIONS
The Companys turn over increased in the year by nearly 15% and
together with the cost control in procurement and operation, resulted
in better performance in achieving a net profit of about Rs.46 lacs for
the year.
There was continuous Power Shortage / Shut Downs during the year and
the Turn Over / Performance would have been better but for the same.
Concentration was given to specified product groups with better margins
like Paraformaldehyde Powder for Exports and specialized Resin grades
to specific end use applications and customers
The Company has been re-awarded with ISO 9001 : 2008 Certification by
M/s. TUV Nord, approving our Quality Systems, which will also improve
the Companys image with our special customers and better performance
could be expected in the coming years.
Trading activities continued in the year, contributing to better turn
over.
Research & Development efforts are being constantly made to develop new
products and reduce the cost of inputs to face the competition better.
The company has provided additional storage facilities forfmished
products and raw materials and is constantly improving the
infrastructural development. The company effectively utilized the
appointed Consignee Selling Agents at strategic locations to face the
competition better form the local suppliers with VAT advantages.
With various efforts being made and thrusts given, the Directors hope
to sustain and improve the performance of the Company in the coming
years, barring unforeseen circumstances.
DIVIDEND
Even though the Company had made profits during the year, due to the
accumulated losses of the company, your
Directors are unable to recommend any dividend for this year.
LISTING OF SECURITIES
The Companys Equity shares are presently listed with Bombay Stock
Exchange Limited and Madras Stock Exchange Limited.
SCHEME OF AMALGAMATION
During the Financial year 2009-2010, the Board of Director of Claro
India Limited at their meeting held on 8th January, 2010 had approved
the scheme of amalgamation of the Company with Kothari Phytochemicals
and Industries Limited. The Company has made an application with
Bombay Stock Exchange Limited (BSE) and Madras Stock Exchange Limited
(MSE) for no objection to the said scheme and the approval for the same
is awaited from the said exchanges.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Article 130 and 131 of the Articles of Association of
the Company, Mr. N. Mahadevan, Director retires by rotation at the
ensuing Annual General Meeting and being eligible offers himself for
re-appointment.
Mr. A.K. Daga, Director resigned from the Board with effect from 29th
April, 2009. The Board places on record its appreciation for the
valuable services rendered and contribution made by Mr. A.K. Daga
During his tenure as a Director.
Details of 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.
AUDITORS
M/s. Srikanth & Shanthi Associates, Chartered Accountants, Chennai, the
Companys statutory auditors, retire at the conclusion of the Annual
General Meeting and are eligible for reappointment.
The Board, on the recommendation of Audit Committee, has proposed that
M/s. Srikanth & Shanthi Associates, Chartered Acountants, Chennai
bearing Registration No.004006S be re-appointed as the Statutory
Auditors of the Company and to hold office till the conclusion of the
next Annual General Meeting of the Company. M/s. Srikanth & Shanthi
Associates, Chartered Accountants have forwarded a Certificate to the
Company, stating that their re-appointment if made, will be within the
limit specified in that behalf in Sub-section (1B) of Section 224 of
the Companies Act, 1956.
The financial statements have been audited by M/s. Srikanth & Shanthi
Associates, Chartered Accountants, the Statutory
Auditors and their report is appended thereto.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the listing agreement, a Management Discussion
& Analysis Report, Corporate Governance Report and a Certificate from
CS R. Sridharan, M/s. R. Sridharan & Associates, Company Secretaries,
Chennai regarding compliance of the conditions of Corporate Governance are
made a part of the Annual Report
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that, to the best of their knowledge and belief.
1. In the prepartation of the Profit & Loss Account for the financial
year ended March 31, 2010 and the Balance sheet as at that date
("financial statement"), applicable accounting standards have been
followed;
2. Appropriate accounting policies have been selected and applied
consistently and such judgments and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the company as at the end of the financial year and of
the (PROFIT) of the company for that period.
3. Proper and sufficient care has been taken 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. To ensure
this, the company has established internal control systems, consistent
with its size and nature of operations. These systems are reviewed and
updated on an ongoing basis. Periodic internal audits are conducted to
provide reasonable assurance of compliance with these systems. The
Audit commitee meets at regular intervals to review the internal audit
function.
4. The financial statements have been prepared on a going concern
basis.
SECRETARIAL COMPLIANCE CERTIFICATE
Pursuant to Sectio,, 383A of the Companies Act, 1956 read with the
Companies (Compliance Certificate) Rules 2001 certificate issued by CS.
R. Sridharan, M/s. R. Sridharan & Associates, Company Secretaries, is
attached hereto.
PARTICULARS OF EMPLOYEES
Under the provisions of Section 217(2A) of the Companies Act, 1956 read
with Companies (Particulars of Employees Rules, 1975) as amended, there
were no employees in the company drawing more than the limits as per Section
217(2A) of the Companies Act, 1956 during the financial year ended 31st
March 2010.
INDUSTRIAL RELATIONS
The company maintained all its industrial relations cordially. The
company has a very good team of personnel. The company has always been
focused on the improvement of the quality of its human capital, good
training and development programmes to achieve this.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The Particulars 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 separately as Annexure, A
which forms part of this report. HEALTH, SAFETY AND ENVIRONMENT
PROTECTION
The Company has substantially complied the applicable Environmental
Laws and Labour Laws. It has expended substantial resources, both
financial and managerial, in complying with the relevant laws and has
taken all reasonable measures to protect the environment, to ensure
safety and healthy of the workers.
GENERAL
Your Director places on record their appreciation for the continued
cooperation, support and assistance extended to the company by the
Government of Tamil Nadu and its agencies viz., SIPCOT, TNEB, Tamil
Nadu Pollution Control Board etc., the shareholders, Bankers, financial
Institutions and Customers.
Your Directors also place on record their appreciation for the
continued and dedicated performance and commitment by officers, staff
of the Company.
On behalf of the Board
Sd/- Sd/-
Place : Chennai R.L.BIYANI N. MAHADEVAN
Date 13.08.2010 Director Director
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