Annual Report 2007 - Clariant

16 Clariant Chemicals (India) LimitedExplanatory StatementExplanatory Statement under Section 173 of the Companies Act,1956RESOLUTION NO. 6At the meeting of the Board of Directors (“the Board”) of theCompany held on October 28, 2007 the Board appointed Mr. DominikStrebel as a Director of the Company with effect from October28, 2007 to fill the casual vacancy caused by the resignation ofMr. Walter Mohr. Pursuant to section 262 of the Companies Act,1956, read with Article 114 of the Articles of Association of theCompany, Mr. Dominik Strebel holds office only up to the dateof the forthcoming Annual General Meeting as Mr. Walter Mohr,in whose place he was appointed, would have held office up tothe date of the forthcoming Annual General Meeting, had he notresigned.Mr. Dominik Strebel has joined Clariant in 1997. He has heldseveral management positions in Finance in Clariant. Presently heis responsible for Finance Region Special Markets. He earned aMasters degree in business administration and economics fromthe University of St. Gallen, Switzerland. He has joined the Boardof the Company in October 2007.He does not hold any shares in Clariant Chemicals (India) Ltd.Notice in writing has been received from a member of theCompany along with the prescribed deposit under section257 of the Companies Act, 1956, signifying his intention topropose Mr. Dominik Strebel as a candidate for the office ofDirector.The Directors recommend the Resolution for Members’ approval.No Director other than Mr. Dominik Strebel is concerned/interestedin this resolution.RESOLUTION NO. 7At the Annual General Meeting of the Company held on September2, 1993, the members had authorised the Board of Directors toborrow moneys up to a limit of Rs. 1250 Million. Having regard tothe present factors, the Board of Directors considers it expedientto recommend increasing the limit to Rs. 3000 Million.The consent of the Members u/s. 293(1)(d) and other applicableprovisions, if any, of the Companies Act, 1956 is, therefore, soughtto enable the Board of Directors to borrow moneys, as and whenrequired, up to a limit of Rs. 3000 Million (apart from temporaryloans obtained from the Company’s bankers in the ordinary courseof business) in supersession of the earlier resolution passed in thisbehalf on September 2, 1993.With a view to have flexibility, the approval issought for limits specified in Indian Rupeesand/or equivalent in any foreign currency.Such funds raised as above would be used formeeting expansion, acquisition, modernization,normal capital expenditure, general corporatepurposes and working capital requirements,during the course of the business of the Company.The Board of Directors recommends theresolution set out in item No. 7 for the approvalof the shareholders.None of the Directors of the Company is interestedin this resolution.RESOLUTION NO. 8Pursuant to the special resolution passed bythe members at the forty fifth Annual GeneralMeeting held in the year 2002, the Directors ofthe Company were paid commission within theoverall limit of 1% per annum of the net profits ofthe Company. The approval of the members wasvalid for five years up to the financial year 2007.The members approval is sought for a furtherperiod of five years in continuation of the earlierapproval for payment of commission within thepermissible limits as required by the provisionsof section 309 of the Companies Act, 1956.Mr. R.A. Shah, Mr. B.S. Mehta and Diwan A. Nandamay be deemed to be concerned or interested inthe said resolution to the extent of the amount ofremuneration by way of commission that may bereceived by them from time to time.By Order of the Board of DirectorsFor Clariant Chemicals (India) LimitedMumbai, February 21, 2008.Registered Office:Ravindra Annexe194, Churchgate ReclamationMumbai – 400 020Sunil K. NayakChief Financial Officer &Company Secretary