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Panama Petrochem Ltd.

BSE: 524820 Sector: Industrials
NSE: PANAMAPET ISIN Code: INE305C01029
BSE LIVE 15:40 | 23 Oct 164.05 0.30
(0.18%)
OPEN

163.45

HIGH

166.95

LOW

162.00

NSE 15:31 | 23 Oct 164.70 1.25
(0.76%)
OPEN

165.50

HIGH

167.30

LOW

160.25

OPEN 163.45
PREVIOUS CLOSE 163.75
VOLUME 6672
52-Week high 187.90
52-Week low 52.00
P/E 21.53
Mkt Cap.(Rs cr) 993
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 163.45
CLOSE 163.75
VOLUME 6672
52-Week high 187.90
52-Week low 52.00
P/E 21.53
Mkt Cap.(Rs cr) 993
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Panama Petrochem Ltd. (PANAMAPET) - Chairman Speech

Company chairman speech

Ordinary Business:

To receive consider and adopt the Audited Financial Statements for the financial yearended March 31 2015 together with the Reports of the Board of Directors & Auditorsthereon.

To receive consider and adopt the Audited Consolidated Financial Statements for thefinancial year ended March 31 2015 together with the Report of the Auditors thereon.

To declare dividend on Equity Shares.

To appoint a Director in place of Mr. Samir Rayani (DIN 00002674) who retires byrotation at this Annual General Meeting and being eligible offers himself forre-appointment.

To appoint Auditors and to fix their remuneration and in this regard to consider andif thought fit to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Section 139(1) of the Companies Act 2013 and theRules made thereunder and pursuant to the recommendation of the Audit Committee M/sBhuta Shah & Co. Chartered Accountants Mumbai be and are hereby appointed asStatutory Auditors of the Company to hold office for the period of 5 (Five) years from theconclusion of this Annual General Meeting (AGM) until the conclusion of the Annual GeneralMeeting to be held in the year 2020 to examine and audit the accounts of the Company atsuch remuneration as may be mutually agreed upon between the Board of Directors of theCompany and the Auditors."

FURTHER RESOLVED THAT the appointment of M/s Bhuta Shah & Co. CharteredAccountants Mumbai for the period of 5 (Five) years made at the ensuing Annual GeneralMeeting shall be subject to ratification at every subsequent Annual General Meeting heldafter this Annual General Meeting ."

Special Business:

To appoint Ms. Nargis Mirza Kabani (DIN: 07047788) as an Independent Director and inthis regard to consider and if thought fit to pass the following resolution as an OrdinaryResolution

"RESOLVED THAT pursuant to the provisions of Sections 149 152 read withSchedule IV and all other applicable provisions of the Companies Act 2013 and theCompanies (Appointment and Qualification of Directors) Rules 2014 (including anystatutory modification(s) or re-enactment thereof for the time being in force) and Clause49 of the Listing Agreement Ms. Nargis Mirza Kabani (DIN: 07047788) who was appointed asan Additional Director by the Board of Directors of the Company w.e.f February 13 2015and who holds office till the date of this AGM in respect of whom the Company hasreceived a notice in writing under Section 160 of the Companies Act 2013 from a memberproposing her candidature for the office of Director be and is hereby appointed as anIndependent Director of the Company not liable to retire by rotation and to hold officefor 5 (five) consecutive years.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorised to do all acts and take all such steps as may be necessary proper or expedientto give effect to this resolution."

To approve the remuneration of the Cost Auditor for the financial year ending March 312016 and in this regard to consider and if thought fit to pass the following resolutionas an Ordinary Resolution:

RESOLVED THAT pursuant to Section 148 and other applicable provisions if any ofthe Companies Act 2013 and The Companies (Audit and Auditors) Rules 2014 as amendedfrom time to time the Company hereby ratifies the remuneration of ' 1.75 lakhs (Rupeesone lakh seventy five thousand only) plus out-of-pocket expenses payable to Mr.Girikrishna S. Maniar who is appointed as the Cost Auditor of the Company to conduct theaudit of the cost records of the Company for the financial year ending March 31 2016.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorised to do all acts and take all such steps as may be necessary proper or expedientto give effect to this resolution."

To approve and ratify Related Party Transaction and in this regard to consider and ifthought fit to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 188 and other applicableprovisions if any of the Companies Act 2013 (the "Companies Act") read withthe applicable provisions of the Companies (Meetings of Board and its Powers) Rules 2014and in terms of the applicable provisions of the Listing Agreement executed with the StockExchanges (including any amendment modification or re-enactment thereof) and all otherprovisions of applicable

laws/rules consent of the Company be and is hereby accorded to the Board of Directorsof the Company {hereinafter referred to as the "Board" which term shall includeany committee constituted by the Board of Directors of the Company or any person(s)authorized by the Board to exercise the powers conferred on the Board of Directors of theCompany by this Resolution} to enter into related party transactions with respect toproviding security (ies)/create charges/ mortgages on movable and immovable property /providing guarantee(s) by M/s Anirudh Distributors Pvt. Ltd. (a related party) inconnection with the amount borrowed / credit facilities availed by Panama PetrochemLimited ("the company") from Companies banker upto an amount of ' 500.00 Crore(Rupees five hundred crore only)

RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorised to do all acts and take all such steps as may be necessary proper or expedientto give effect to this resolution."

To approve creation of charge on the assets of wholly owned subsidiary and in thisregard to consider and if thought fit to pass the following resolution as a SpecialResolution:

RESOLVED THAT in terms of Clause 49 and other applicable provisions of the ListingAgreement executed with the Stock Exchanges (including any amendment modification orre-enactment thereof) and all other provisions of applicable laws/rules if any consentof the Company be and is hereby accorded to create such charges mortgages andhypothecations on such movable and immovable properties of Panol Industries RMCFZE(material subsidiary) both present and future and in such manner as the Board ofPanol Industries RMC FZE may deem fit in favour of Banks Financial InstitutionsInsurance Companies other lending/ investing agencies or bodies/ trustees for holders ofdebentures/ bonds which may be issued to or subscribed to by all or any of the BanksFinancial Institutions Insurance Companies other lending/ investing agencies or anyother person(s)/ bodies corporate by way of private placement or otherwise (hereinaftercollectively referred to as 'Lenders') provided that the total amount of loans togetherwith interest thereon additional interest compound interest liquidated damagescommitment charges or on redemption costs charges expenses and all other moneyspayable by the Panol Industries RMC FZE in respect of the said loans for which suchcharges mortgages or hypothecations are created shall not at any time exceed the limitof USD 70 Million.

Notes:

A member entitled to attend and vote at the meeting is entitled to appoint a proxy toattend and vote instead of him and a proxy need not be a member of the company. Proxiesin order to be effective must be received at the Company's Registered Office not lessthan 48 hours before the Meeting. Proxies submitted on behalf of companies societiespartnership firms etc. must be supported by appropriate resolution/ authority asapplicable issued on behalf of the nominating organization. Members are requested to notethat a person can act as a proxy on behalf of members not exceeding 50 and holding in theaggregate not more than 10% of the total share capital of the Company carrying votingrights. In case a proxy is proposed to be appointed by a Member holding more than 10% ofthe total share capital of the Company carrying voting rights then such proxy shall notact as a proxy for any other person or shareholder.

Corporate Members: : Corporate Members intending to send their authorisedrepresentatives are requested to send a duly certified copy of the Board Resolutionauthorizing the representatives to attend and vote at the Annual General Meeting.

A Statement pursuant to Section 102(1) of the Companies Act 2013 relating to theSpecial Business to be transacted at the Meeting is annexed hereto.

Members/ Proxies should bring the enclosed attendance Slip duly filled in forattending the Annual General Meeting along with their copy of the Annual Report. Copiesof the Annual Report will not be distributed at the Meeting.

The Register of Members and Share Transfer Books of the Company will remain closed fromThursday the 10th day of September 2015 to Monday the 14th day of September 2015 (bothdays inclusive).

Payment of dividend as recommended by the Board of Directors if declared at the AnnualGeneral Meeting will be payable to those Shareholders whose names stand on the Register ofMembers of the Company as on the closing of September 9 2015. In respect of shares heldin the electronic form the dividend will be payable on the basis of beneficial ownershipfurnished by National Securities Depository Limited and Central Depository Services(India) Limited for this purpose. Dividend will be paid within two weeks from the date ofdeclaration of dividend.

Members are requested to notify any change in their address/ mandate/bank detailsimmediately to the share transfer Agent of the Company- M/s Bigshare Services Pvt. Ltd.

To avoid loss of dividend warrants in transit and undue delay in receipt of dividendwarrants the Company has provided National Electronic Clearing Service (NECS) facility tothe Members for remittance of dividend. NECS facility is available at locations identifiedby Reserve Bank of India from time to time. Members holding shares in physical form anddesirous of availing this facility are requested to provide their latest bank accountdetails (Core Banking Solutions Enabled Account Number 9 digit MICR and 11 digit IFSCode) along with their Folio Number to the Company's Share Registrars and TransferAgents. Members holding shares in electronic form are requested to provide the details totheir respective Depository Participants.

Members holding shares in physical form are requested to advise any change of addressimmediately to the Company's Share Registrars and Transfer Agents. Members holding sharesin electronic form must send the advice about change in address to their respectiveDepository Participant only and not to the Company or the Company's Share Registrars andTransfer Agents.

Members holding shares in electronic form are hereby informed that bank particularsregistered against their respective depository accounts will be used by the Company forpayment of dividend. The Company or its Registrars cannot act on any request receiveddirectly from the Members holding shares in electronic form for any change of bankparticulars or bank mandates. Such changes are to be advised only to the DepositoryParticipant of the Members.

Members holding shares in single name and physical form are advised to make nominationin respect of their shareholding in the Company. The nomination form can be downloadedfrom the Company's website www.panamapetro.com

The Securities and Exchange Board of India (SEBl) has mandated the submission ofPermanent Account Number (PAN) by every participant in the securities market. Membersholding shares in electronic form are therefore requested to submit their PAN details totheir respective Depository Participants. Members holding shares in physical form arerequested to submit their PAN details to the Share Registrars and Transfer Agents.

Members holding shares in physical form are requested to consider converting theirholdings to dematerialized form to eliminate risks associated with physical shares and forease in portfolio management. Members can contact the Company's Share Registrars andTransfer Agents for assistance in this regard.

All documents referred to in the Notice are open for inspection at the RegisteredOffice of the Company on all workings days except Saturdays and Public Holidays between11.00 A.M. and 1.00 P.M. up to the date of the Annual General Meeting.

Members desirous of obtaining any information as regards to the accounts and operationsof the Company are requested to write at least one week before the meeting so that thesame could be complied in advance.

Members who have not registered their e-mail addresses so far are requested toregister their e-mail address for receiving all communication including Annual ReportNotices Circulars etc. from the Company electronically.

In terms of and in compliance with the provisions of Section 108 of the Companies Act2013 read with Rule 20 of the Companies (Management and Administration) Rules 2014 asamended by the Companies (Management and Administration) Amendment Rules 2015 and Clause35B of the Listing Agreement the Company is pleased to offer remote e-voting facility asan alternate to all its Members to enable them to cast their vote electronically insteadof casting the vote at the Meeting. The Members who have cast their votes by remotee-voting may participate in the Meeting even after exercising their right to vote throughremote e-voting but shall not be allowed to cast vote again at the Meeting. For thispurpose the Company has entered into an agreement with CDSL for facilitating e-voting toenable the Shareholders to cast their votes electronically. The Company is also providingfacility for voting by Ballot at the Annual General Meeting apart from providing remotee-voting facility for all those members who are present at the general meeting but havenot cast their votes by availing the remote e-voting facility.

The remote e-voting facility shall be opened from Thursday 10 September 2015 at 9.00a.m. to Sunday September 13 2015 till 5.00 p.m. both days inclusive. The remotee-voting facility shall not be allowed beyond 5.00 p.m. on Sunday September 13 2015.During the period when facility for remote e-voting is provided the members of theCompany holding shares either in physical form or in dematerialized form as on thecut-off date/entitlement date may opt for remote e-voting. Provided that once the vote ona resolution is cast by the member he shall not be allowed to change it subsequently orcast the vote again.

The Company has fixed Monday September 7 2015 as the cut off date for identifyingthe Shareholders for determining the eligibility to vote by electronic means or in theMeeting by Ballot. Instructions for exercising voting rights by remote e-voting areattached herewith and forms part of this Notice. A person whose name is recorded in theRegister of Members or in the Register of Beneficial Owners maintained by the depositoriesas on the cut-off/ entitlement date only shall be entitled to avail the facility of remotee-voting as well as voting at the Annual General Meeting.

Any person who becomes a member of the Company after the dispatch of the Notice of theMeeting and holding shares as on the cut-off date i.e September 7 2015 may obtain theUser ID and Password by sending an email request to cs@panamapetro.com. Members may alsosend a request to Ms. Gayatri Sharma Company Secretary by writing to her at 401 AzaHouse 24 Turner Road Bandra (w) Mumbai 400050.

The Voting Rights will be reckoned on the paid-up value of shares registered in thename of shareholders on Monday September 7 2015 the cut-off date/entitlement date foridentifying the Shareholders for determining the eligibility to vote by electronic meansor at the Meeting by Ballot

The Notice of the Meeting is being placed on the website of the Company viz.www.panamapetro.com and on the website of CDSL viz. www.cdslindia.com.

Mr. Milind Nirkhe Company Secretary in Whole Time Practice (CP No. 9255) has beenappointed as a Scrutinizer for conducting the voting by Ballot at the Meeting and remotee-voting process in a fair and transparent manner.

The Scrutinizer shall immediately after the conclusion of voting at the Meeting firstcount the votes cast by Ballot at the Meeting thereafter unblock the votes cast throughremote e-voting in the manner provided in the Rules and make not later than 3 days ofconclusion of the Meeting consolidated Scrutinizer's Report of remote e-voting and votingby Ballot at the Meeting of the total votes cast in favour or against if any to theChairman of the Meeting and the Chairman or a person as may be authorized by him inwriting shall declare the result of the voting forthwith and all the resolutions asmentioned in the Notice of the Meeting shall be deemed to be passed on the date of theMeeting. The results declared alongwith the report of the Scrutinizer shall be placed onthe website of the Company at www.panamapetro.com and on the website of CDSL atwww.cdslindia.com immediately after the results are declared by the Chairman.

The instructions for members for voting electronically are as under:-

The voting period begins on Thursday 10 September 2015 at 9.00 a.m. and ends onSunday September 13 2015 till 5.00 p.m. During this period shareholders' of the Companyholding shares either in physical form or in dematerialized form as on the cut-off dateSeptember 7 2015 may cast their vote electronically. The e-voting module shall bedisabled by CDSL for voting thereafter.

A. In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on "Shareholders" tab.

(iii) Now select the "COMPANY NAME" from the drop down menu and click on"SUBMIT"

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID

c. Members holding shares in Physical Form should enter Folio Number registered withthe Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.comand voted on an earlier voting of any company then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number (refer serial no. printed on the name and address sticker/mail) in the PAN field.
• In case the sequence number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with serial number 1 then enter RA00000001 in the PAN field.
DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.
Dividend Bank Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.
Details • Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field.

(viii) After entering these details appropriately click on "SUBMIT" tab.

(ix) Members holding shares in physical form will then reach directly the Companyselection screen. However members holding shares in demat form will now reach 'PasswordCreation' menu wherein they are required to mandatorily enter their login password in thenew password field. Kindly note that this password is to be also used by the demat holdersfor voting for resolutions of any other company on which they are eligible to voteprovided that company opts for e-voting through CDSL platform. It is strongly recommendednot to share your password with any other person and take utmost care to keep yourpassword confidential.

(x) For Members holding shares in physical form the details can be used only fore-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant <Company Name> on which you choose tovote.

(xii) On the voting page you will see "RESOLUTION DESCRIPTION" and againstthe same the option "YES/ NO" for voting. Select the option YES or NO asdesired. The option YES implies that you assent to the Resolution and option NO impliesthat you dissent to the Resolution.

(xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entireResolution details.

(xiv) After selecting the resolution you have decided to vote on click on"SUBMIT". A confirmation box will be displayed. If you wish to confirm yourvote click on "OK" else to change your vote click on "CANCEL" andaccordingly modify your vote.

(xv) Once you "CONFIRM" your vote on the resolution you will not be allowedto modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on "Clickhere to print" option on the Voting page.

(xvii) If Demat account holder has forgotten the changed password then Enter the UserID and the image verification code and click on Forgot Password & enter the details asprompted by the system.

• Non-Individual shareholders (i.e. other than Individuals HUF NRI etc.) arerequired to log on to https://www.evotingindia.com and register themselves as Corporates.

• They should submit a scanned copy of the Registration Form bearing the stamp andsign of the entity to helpdesk.evoting@cdslindia.com.

• After receiving the login details they have to create a user who would be ableto link the account(s) which they wish to vote on.

• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and onapproval of the accounts they would be able to cast their vote.

• They should upload a scanned copy of the Board Resolution and Power of Attorney(POA) which they have issued in favour of the Custodian if any in PDF format in thesystem for the scrutinizer to verify the same.

B. In case of members receiving the physical copy:

(a) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.

(b) In case you have any queries or issues regarding e-voting you may refer theFrequently Asked Questions ("FAQs") and e-voting manual available atwww.evotingindia.com under help section or write an email tohelpdesk.evoting@cdslindia.com.

By Order of the Board of Directors
For Panama Petrochem Ltd
Date : July 30 2015 Gayatri Sharma
Place : Mumbai Company Secretary
Registered Office:
Plot No. 3303 G.I.D.C. Estate
Ankleshwar - 393 002 Gujarat