<strong>Clariant</strong> Chemicals (India) LimitedDECLARATIONDeclaration by the Vice-Chairman & Managing Director under Clause 49 of the Listing Agreement regarding Adherenceto the Code of ConductIn accordance with sub-clause I (D) of Clause 49 of the Listing Agreement with the Stock Exchanges, I hereby confirm that,all the Directors and the Senior Management Personnel of the Company have affirmed compliance with their respectivecodes of conduct as applicable to them, for the financial period from April to December, <strong>2006</strong>.Mumbai, February 22, 2007<strong>Clariant</strong> Chemicals (India) LimitedH. MEIERVice-Chairman & Managing DirectorCEO/CFO CERTIFICATIONAs required by sub clause V of Clause 49 of the Listing Agreement with the Stock Exchanges, we have certified to theBoard that for the Financial period of nine months ended December 31, <strong>2006</strong> the Company has complied with therequirements of the said sub clause.<strong>Clariant</strong> Chemicals (India) Limited<strong>Clariant</strong> Chemicals (India) LimitedH. MEIER SUNIL K. NAYAKVice-Chairman & Managing DirectorChief Financial Officer & Company SecretaryMumbai, February 22, 200722Auditors’ Certificate on Corporate GovernanceTO THE MEMBERS OF CLARIANT CHEMICALS (INDIA) LIMITEDWe have examined the compliance of conditions of Corporate Governance by <strong>Clariant</strong> Chemicals (India) Limited, for thenine months ended December 31, <strong>2006</strong>, as stipulated in Clause 49 of the Listing Agreement of the said Company with theStock Exchange(s).The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination waslimited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditionsof Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.In our opinion and to the best of our information and according to the explanations given to us and based on therepresentations made by the Directors and the Management, we certify that the Company has complied with theconditions of Corporate Governance as stipulated in the abovementioned Listing Agreement.We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the Management has conducted the affairs of the Company.For A. F. FERGUSON & CO.Chartered AccountantsA. C. KhannaPartnerMumbai, February 22, 2007 Membership No.: 17814
Auditors’ <strong>Report</strong> to the Members1. We have audited the attached Balance Sheet of<strong>Clariant</strong> Chemicals (India) Limited, as at December 31,<strong>2006</strong> and also the Profit and Loss Account and theCash Flow Statement for the nine months periodended on that date annexed thereto. These financialstatements are the responsibility of the Company’smanagement. Our responsibility is to express anopinion on these financial statements based on ouraudit.2. We conducted our audit in accordance with auditingstandards generally accepted in India. ThoseStandards require that we plan and perform the auditto obtain reasonable assurance about whetherthe financial statements are free of materialmisstatement. An audit includes examining, on atest basis, evidence supporting the amounts anddisclosures in the financial statements. An audit alsoincludes assessing the accounting principles usedand significant estimates made by the management,as well as evaluating the overall financial statementpresentation. We believe that our audit provides areasonable basis for our opinion.3. On the basis of the written representations receivedfrom the directors, as on December 31, <strong>2006</strong> and takenon record by the Board of Directors, we report thatnone of the directors of the Company are disqualifiedas on December 31, <strong>2006</strong> from being appointed as adirector, in terms of clause (g) of sub-section (1) ofSection 274 of the Companies Act, 1956.4. As required by the Companies (Auditor’s <strong>Report</strong>)Order, 2003 (the ‘Order’) issued by the CentralGovernment of India in terms of sub-section (4A) ofSection 227 of the Companies Act, 1956, we enclose inthe annexure a statement on the matters specified inparagraphs 4 and 5 of the said Order to the extentapplicable to the Company.(b)(c)(d)(e)knowledge and belief were necessary for thepurposes of our audit;in our opinion, proper books of account asrequired by law have been kept by the Company,so far as appears from our examination of thebooks;the Balance Sheet, Profit and Loss Account andCash Flow Statement dealt with by this reportare in agreement with the books of account;in our opinion, the Balance Sheet, Profit andLoss Account and Cash Flow Statement dealtwith by this report comply with the AccountingStandards referred to in sub-section (3C) ofSection 211 of the Companies Act, 1956;in our opinion and to the best of our informationand according to the explanations given to us,the said accounts give the information requiredby the Companies Act, 1956, in the manner sorequired and give a true and fair view inconformity with the accounting principlesgenerally accepted in India:(i) in the case of the Balance Sheet, of thestate of affairs of the Company as atDecember 31, <strong>2006</strong>;(ii) in the case of the Profit and Loss Account,of the profit of the Company for the ninemonths period ended on that date; and(iii) in the case of the Cash Flow Statement, ofthe cash flows for the nine months periodended on that date.For A. F. FERGUSON & CO.Chartered Accountants5. Further to our comments in the Annexure referred toin paragraph 4 above, we report that:(a) we have obtained all the information andexplanations, which to the best of ourMumbai: 22nd February, 2007A. C. KhannaPartnerMembership No.: 17814Annexure to the Auditors’ <strong>Report</strong>(Referred to in paragraph 4 of the Auditors’ <strong>Report</strong> of evendate to the members of <strong>Clariant</strong> Chemicals (India) Limited onthe financial statements for the nine months period endedDecember 31, <strong>2006</strong>.)(i) (a) The Company has maintained proper recordsshowing full particulars including quantitativedetails and situation of fixed assets.(b) The Company has a programme of physicalverification of fixed assets. As per the said(c)programme, certain assets were physicallyverified during the year. In our opinion, thefrequency of verification is reasonable havingregard to the size of the Company and the natureof its assets. According to the informationand explanations given to us, no materialdiscrepancies were noticed on such verification.In our opinion, fixed assets disposed off duringthe year were not substantial. Therefore, the23