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Panama Petrochem Ltd.

BSE: 524820 Sector: Industrials
NSE: PANAMAPET ISIN Code: INE305C01029
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OPEN 246.80
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VOLUME 250907
52-Week high 281.85
52-Week low 65.60
P/E 23.04
Mkt Cap.(Rs cr) 1,062
Buy Price 263.30
Buy Qty 74.00
Sell Price 0.00
Sell Qty 0.00
OPEN 246.80
CLOSE 244.15
VOLUME 250907
52-Week high 281.85
52-Week low 65.60
P/E 23.04
Mkt Cap.(Rs cr) 1,062
Buy Price 263.30
Buy Qty 74.00
Sell Price 0.00
Sell Qty 0.00

Panama Petrochem Ltd. (PANAMAPET) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Thirty - fourth Annual Report of theCompany together with the Audited Statement of Accounts for the Financial Year ended March31 2016.

FINANCIAL HIGHLIGHTS

(Rs. In lakhs)

Particulars

Standalone

Consolidated

2015-2016 2014-2015 2015-2016 2014-2015
Net Profit before Tax 3169.74 1760.76 3665.49 2156.12
Less: Provision for Taxes 1150.08 384.89 1150.08 384.89
Net Profit After Tax 2019.66 1375.87 2515.41 1771.23
Add: Profit Brought Forward 12383.05 12120.13 13077.65 12419.37
Profit available for appropriation 14402.71 13496.00 15593.06 14190.60
Dividend of previous year including Dividend distribution tax 2.61 0.00 2.61 0.00
Proposed Final Dividend 201.65 806.58 201.65 806.58
Dividend distribution tax 42.19 168.78 42.19 168.78
Less: Transfer to Reserves 0.00 137.59 0.00 137.59
Profit Carried Forward to Balance Sheet 14156.26 12383.05 15346.61 13077.65

OPERATIONAL PERFORMANCE

• Earnings before Interest Depreciation Tax & Amortization on a standalonebasis increased by 54.45% to Rs. 4244.49 lakhs.

• Net Profit on a standalone basis increased by 46.79% to Rs. 2019.66 lakhs.

• Revenue from Operations on a standalone basis decreased by 8.93% to Rs.66461.38 lakhs.

• The consolidated revenue from operations of the Company for the year ended March31 2016 was Rs. 75172.19 lakhs a decrease of 6.65 % on a Year on Year basis.

• Net Profit on a consolidated basis increased by 42.01% to Rs. 2515.41 lakhs.

The consolidated revenue from operations of the Company for year ended March 31 2016was down by 6.65% to Rs. 75172.19 lakhs. The decline in revenue from operations reflectsa sharp fall in crude oil prices during the year. Whereas the volume variance of theCompany is favorable since the consolidated volume is increased by 21.8%.

The Company was able to capitalize on the market conditions through its operationalexcellence higher efficiency and well executed strategies which led to increase inconsolidated profit of the Company by 42.01% to Rs. 2515.41 lakhs.

MANAGEMENT DISCUSSION & ANALYSIS

The detailed Management Discussion & Analysis Report for the year under review asstipulated under Listing Regulations is presented in a separate section forming part ofthe Annual Report.

DIVIDEND

With a view to conserve funds for implementing of expansion plans of various plants ofthe Company your Directors proposed to recommend a dividend at the rate of Rs. 0.50 pershare (i.e. 25%) of Rs. 2/- each for the financial year 2015-16.

The dividend will be paid to the members whose names appear in the Register of Membersof the Company as on September 21 2016. In respect of shares held in the electronic formthe dividend will be payable on the basis of beneficial ownership furnished by NationalSecurities Depository Limited and Central Depository Services (India) Limited for thispurpose. Dividend will be paid within two weeks from the date of declaration of dividend.

The total outflow towards dividend on Equity Shares for the year would be Rs. 243.84lakhs (including dividend tax).

TRANSFER TO RESERVES

During the year under review no amount from profit was transferred to General Reserve.

CREDIT RATING

We are glad to announce that your Company got credit rating from one of the leadingcredit rating agencies CARE and is assigned a "CARE A" rating to the Long TermFacilities and "CARE A1" rating to the Short Term Facilities.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2016 was Rs. 806.58 lakhs. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweats equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31 2016 your Company has only one subsidiary Panol Industries RMC FZE.

The Consolidated Financial Statements of the Company and its subsidiary form part ofthe Annual Report and are reflected in the Consolidated Financial Statements of theCompany.

The Company has adopted a Policy for determining Material Subsidiaries in terms ofRegulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ('Listing Regulations'). The Policy asapproved by the Board is uploaded on the Company's website at the web link:

http://panamapetro.com/wp-content/uploads/2015/12/Subsicliary-Policy.pclf

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the accompanying FinancialStatements.

PERFORMANCE AND FINANCIAL POSITION OF PANOL INDUSTRIES RMC FZE

Net sales of Panol Industries RMC FZE have increased from Rs. 7548.85 lakhs in theprevious year to Rs. 8710.81 lakhs during 2015-16. Net profit during the period is Rs.495.75 lakhs as compared to a net profit of Rs. 395.36 lakhs in the previous year.

Panol Industries RMC FZE UAE is a wholly owned subsidiary of the Company. The Companyhas built a brand new manufacturing facility in Ras Al Khaimah (UAE). At this new facilitythe Company will manufacture petroleum specialty products to cater to the GCC & MENAregions.

The plant enjoys logistic advantage since it is situated on the port and has directdedicated pipelines to receive and discharge raw material and finished products directlyto bulk vessels.

During the year under review no Company has become or ceased to be a subsidiary of theCompany. The Company does not have any associate or joint venture Companies. A statementcontaining the salient features of the financial position of the subsidiary companies inForm AOC.1 is annexed as Annexure A.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Companies Act 2013 ('the Act') and the Listing Regulations.There were no materially significant Related Party Transactions made by the Company duringthe year.

All Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature. A statement of all Related Party Transactions is placed before theAudit Committee for its review on a quarterly basis specifying the nature value andterms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy as approved bythe Board is uploaded on the Company's website at the web link: http://panamapetro.com/wp-content/uploads/2016/01/Related-Party-Transactions.pdf

Details of the transactions with Related Parties are provided in the accompanyingfinancial statements.

RISK MANAGEMENT

Your Company has adopted a Risk Management Policy/ Plan in accordance with theprovisions of the Companies Act 2013 and the Listing Regulations. It establishes variouslevels of accountability and overview within the Company while vesting identifiedmanagers with responsibility for each significant risk.

The Company has laid down procedures to inform the Audit Committee as well as the Boardof Directors about risk assessment and management procedures and status.

This risk management process covers risk identification assessment analysis andmitigation. Incorporating sustainability in the process also helps to align potentialexposures with the risk appetite and highlights risks associated with chosen strategies.

DIRECTORS

Your Company's Board comprises of 8 Directors with considerable experience in theirrespective fields. Of these 4 are Executive Directors and 4 Non Executive (Independent)Directors. The Chairman of the Board is an Executive Director.

APPOINTMENT OF DIRECTORS

In accordance with the provisions of the Companies Act 2013 and the Company's Articlesof Association Mr. Amin Rayani Director retires by rotation and being eligible to offerhimself for re-appointment. Directors recommend his re-appointment.

At the Annual General Meeting of the Company held on September 14 2015 the Membershad approved the appointment of Ms. Nargis Kabani as Independent Director for a term offive years.

Mr. Hussein V. Rayani has been appointed as an Additional Director on the Board of theCompany with effect from October 31 2015 who holds office till the date of this AGM inrespect of whom the Company has received a notice in writing under Section 160 of theCompanies Act 2013 from a member proposing his candidature for the office of Director.He has also been appointed as Joint Managing Director of the Company with effect fromOctober 31 2015.

Members are requested to refer to Item No.5 and 6 of the Notice of the Annual GeneralMeeting for details.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of Independence as prescribed both undersub-section(6) of Section 149 of the Companies Act 2013 and Regulation 16 (1) (b) of theListing Regulations.

In the opinion of the Board they fulfill the conditions of independence as specifiedin the Act and the Rules made there under and are independent of the management.

No Director has retired or resigned during the year.

WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act 2013 and Regulation 17of the Listing Regulations a company shall have at least one Woman Director on the Boardof the Company. Your Company has appointed Ms. Nargis Mirza Kabani on its Board.

APPOINTMENTS/RESIGNATIONS OF THE KEY MANAGERIAL PERSONNEL

Mr. Hussein V. Rayani has been appointed as Joint Managing Director subject to theapproval of members apart from appointment of Mr. Hussein V. Rayani none of the other KeyManagerial Personnel has resigned or appointed during the year under review.

BOARD AND COMMITTEE MEETINGS

Your Company's Board of Directors met four times during the financial year underreview. A calendar of Meetings is prepared and circulated in advance to your Directors.

Audit Committee of the Company as constituted by the Board is headed by Mr. Madan MohanJain with Mr. Samir Rayani and Mr. Mukesh Mehta as Members. There have not been anyinstances during the year when recommendations of the Audit Committee were not accepted bythe Board. All the recommendations made by the Audit Committee were accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Act and the Listing Regulations.

PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS:

The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company. Boardcomposition analysis reflects in-depth understanding of the Company including itsstrategies environment operations and financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Boardon a periodic basis including each time a Director's appointment or re-appointment isrequired. The Committee is also responsible for reviewing and vetting the resume ofpotential candidates vis-a-vis the required competencies and meeting potential candidatesprior to making recommendations of their nomination to the Board. At the time ofappointment specific requirements for the position including expert knowledge expectedis communicated to the appointee.

CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF ADIRECTOR:

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II of theListing Regulations.

Independence: In accordance with the above criteria a Director will be considered asan 'Independent Director' if he/ she meets with the criteria for 'Independent Director' aslaid down in the Companies Act 2013 and Regulation 16 (1) (b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective and gender. It is also ensuredthat the Board has an appropriate blend of functional and industry expertise. Whilerecommending the appointment of a Director the Nomination and Remuneration Committeeconsiders the manner in which the function and domain expertise of the individual willcontribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Companies Act2013 the Directors on the Board of the Company are also expected to demonstrate highstandards of ethical behavior strong interpersonal skills and soundness of judgment.Independent Directors are also expected to abide by the 'Code for Independent Directors'as outlined in Schedule IV to the Act.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard had carried out evaluation of its own performance performance of the Directors aswell as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and Directors. The Board's functioning was evaluated on various aspectsincluding inter alia degree of fulfillment of key responsibilities Board structure andcomposition establishment and delineation of responsibilities to various Committeeseffectiveness of Board processes information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/ support to the management outside Board/ CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members and motivating and providing guidance to the Managing Director & CEO.

Areas on which the Committees of the Board were assessed included degree of fulfillmentof key responsibilities adequacy of Committee composition and effectiveness of meetings.The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole. The Nomination and RemunerationCommittee also reviewed the performance of the Board its Committees and of the Directors.The Chairman of the Board provided feedback to the Directors on an individual basis asappropriate. Significant highlights learning and action points with respect to theevaluation were presented to the Board.

REMUNERATION POLICY

Your Company has adopted a Remuneration Policy for the Directors Key ManagerialPersonnel and Senior Management pursuant to the provisions of the Act and ListingRegulations.

The philosophy for remuneration of Directors Key Managerial Personnel of the Companyis based on the commitment of fostering a culture of leadership with trust. TheRemuneration Policy of the Company is aligned to this philosophy.

The Nomination and Remuneration Committee has considered the following factors whileformulating the Policy:

(i) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

(ii) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

(iii) Remuneration to Directors Key Managerial Personnel and Senior Managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

Details of the Remuneration Policy are given in the Corporate Governance Report.

LISTING OF SHARES

Your Company's shares are listed on the BSE Limited and National Stock Exchange ofIndia Limited. The Company has paid the listing fees for the year 2015-2016. The GDRs ofthe Company are listed on Luxembourg Stock Exchange.

CORPORATE GOVERNANCE

Your Company has implemented all the mandatory requirements pursuant to ListingRegulations. A separate report on Corporate Governance is given as a part of the AnnualReport along with the certificate received from the Practicing Company Secretary M/s.Milind Nirkhe & Associates Company Secretaries confirming the compliance.

PUBLIC DEPOSITS

During the year under report your Company did not accept any deposits from the public.

INSURANCE

Your Company has taken adequate insurance cover for all its assets.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference tofinancial statements. Your Company has adopted the policies and procedures for ensuringthe orderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial disclosures.

CORPORATE SOCIAL RESPONSIBILITY

As a socially responsible Company your Company has a strong sense of communityresponsibility.

As its operations have expanded your Company has retained a collective focus on thevarious areas of corporate sustainability that impact people environment and the societyat large. Founded on the philosophy that society is not just another stakeholder in itsbusiness but the prime purpose of it the Company across its various operations iscommitted to making a positive contribution.

The Board has constituted a Corporate Social Responsibility Committee headed by Mr.Mukesh Mehta as Chairman with Mr. Amin A. Rayani and Ms. Nargis Kabani as Members. TheCompany has adopted a Corporate Social Responsibility (CSR) Policy in compliance with theprovisions of the Companies Act 2013. As part of its CSR initiatives the Company hasundertaken projects in the areas of promoting health care and promoting education. Theabove projects are in accordance with Schedule VII of the Act. The Company has spent Rs.17.50 lakhs towards the CSR projects during the current Financial Year 2015-16.

The Annual Report on CSR activities is annexed as Annexure B.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company has alsoconstituted an Internal Complaints Committee to inquire into complaints of sexualharassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financialyear 2015-16.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 205C of the Companies Act 1956 the amounts ofdividend remaining unpaid or unclaimed for a period of seven years from the date of itstransfer to the unpaid dividend account of the Company are required to be transferred tothe Investor Education and Protection Fund (IEPF) set up by the Government of India.Consequently no claim shall lie against the Company in respect of any such amounts.

The amount of unpaid / unclaimed dividend up to the financial year 2007-2008 has beentransferred to IEPF. The unpaid / unclaimed dividend amount of equity shares of theCompany for the financial year 2008-2009 are due for transfer to the said fund in themonth of December 2016. Members who have not yet encashed their warrant (s) are requestedto make their claims to the Company without any delay.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

AUDITORS

• STATUTORY AUDITORS

At the Annual General Meeting (AGM) of the Company held last year pursuant to theprovisions of the Act and the Rules made there under Bhuta Shah & Co LLP CharteredAccountants (Previously known as M/s Bhuta Shah & Co.) were appointed as StatutoryAuditors of the Company from the conclusion of the 33rd AGM held on September 14 2015till the conclusion of the AGM to be held in the year 2020 subject to ratification oftheir appointment. Members are requested to consider the ratification of the appointmentand authorize the Board of Directors to fix their remuneration.

Bhuta Shah & Co LLP. have furnished a certificate confirming that if ratifiedtheir re-appointment will be in accordance with Section 139 read with Section 141 of theAct. Pursuant to the provisions of the Act and the Rules made there under.

• COST AUDITOR

Based on the Audit Committee recommendation at its meeting held on May 21 2016 Mr.Girikrishna S. Maniar Cost Accountant (Membership No. 8202) was re-appointed by the Boardas the Cost Auditor of the Company for conducting an audit of the cost accounting recordsof the Company for financial year commencing from April 1 2016 to March 31 2017.

Cost Audit Report for the financial year 2015-2016 will be submitted by Cost Auditor tothe Central Government within the stipulated time period.

The Cost Audit Report for the financial year 2014-2015 was submitted to the CentralGovernment within the stipulated time.

Pursuant to the provisions of Section 148 of the Act read with The Companies (Audit andAuditors) Rules 2014 Members are requested to consider the ratification of theremuneration payable to Mr. Girikrishna S. Maniar.

• SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed CS. Milind Nirkhe Practicing Company Secretary (Proprietor) Practicingunder the name & style M/S Milind Nirkhe & Associates CP No: 2312 to undertakethe Secretarial Audit of the Company for the year ended March 31 2016. The SecretarialAudit Report for the year under review is annexed as Annexure C.

The Auditors' Report and the Secretarial Audit Report for the financial year endedMarch 31 2016 do not contain any qualification reservation adverse remark ordisclaimer.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

The Company is aware of energy consumption and environmental issues related to it andis continuously making sincere efforts towards conservation of energy. The Company is infact engaged in the continuous process of further energy conservation through improvedoperational and maintenance practices.

The Company has taken adequate actions to conserve the energy as process time reductionby technically improved mixing system.

(i) Steps Taken or Impact on Conservation of Energy:

In line with the Company's commitment towards conservation of energy all plantscontinue with their efforts aimed at improving energy efficiency through innovativemeasures to reduce wastage and optimize consumption. Some of the measures taken by theCompany in this direction are as under:

Include:

1. At its Plants the Company has carried out various actions to optimize energyconsumption and reduce losses.

2. Energy efficient motors are being installed in order to optimize use of power.

3. In its Plants and Offices the Company has replaced conventional light fixtures withenergy efficient fixtures.

(ii) Steps taken by the Company for utilizing alternate sources of Energy:

In addition to various initiatives around energy efficiencies the Company has alsofocused on renewable sources of energy. Various steps taken for utilizing alternatesources of energy.

(iii) Capital Investment on Energy Conservation Equipments:

During the year the Company has invested in various energy conservation equipments.The equipment in which investment was made included various energy efficient motors. TheCompany has also installed power efficient material handling and flowing system which hasplayed role in energy saving.

The Company has technically improved its thermo packs to get better fuel efficiency andlower emission stack.

B. Technology Absorption:

(i) Efforts made towards Technology Absorption:

Technology is a key enabler and core facilitator as one of the strategic pillars of theCompany. Since inception your Company has been at the forefront of leveraging technologyto provide better products and services to its customer.

The Company has an updated R & D Center at its Ankleshwar Plant. It is thetechnical centre of the Company and has been the backbone for most of our major productbreakthroughs. This Centre at Ankleshwar is fully equipped with modern testing &analytical equipments. The Centre is operated by the team of well qualified technocratsas a result the in - house R & D unit of Panama has been recognized by the Ministryof Science & Technology & the Department of Scientific and Industrial Research(DSIR).With this recognition Company will spend more on R & D activities and getmore new products which will be of better quality. It will also assist in research forimport substitution energy conservation and control of pollution. The in-house R & Dfacility has enabled us to develop new products which have resulted in the evolution ofthe Dahej Plant.

(ii) Benefits derived like product improvement cost reduction product development orimport substitution:

Technology has responded by being true strategic partner with business. The Company hasderived many benefits from R& D and technology absorption which includes productdevelopment product improvement & effective cost management technology has alsoplayed a major role in ensuring high level of service delivery.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year):

(a) the details of technology imported: The Company has not imported any technologyduring the last three financial years.

(b) the year of import: Not Applicable

(c) whether the technology has been fully absorbed: Not Applicable

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof: Not Applicable Expenditure on research & development

The expenditure on R & D activities incurred during the year is given hereunder:

Particulars Amount (Rs. In lakhs)
Capital 1.43
Revenue 39.40
Total R & D Expenditure 40.83
Total Turnover 66461.38
Total R & D Expenditure as a Percentage of total turnover 0.06%

C. Foreign exchange earnings and outgo:

i. Export Activities: During the year under review the Company has madeImport/Export as given in (ii) below.

ii. Foreign Exchange Earnings and Outgo:

Amount (' In lakhs'

Total Foreign Exchange Inflow 23325.44
Total Foreign Exchange outflow 40082.03

PARTICULARS OF EMPLOYEES

During the financial year under review none of the Company's employees was in receiptof remuneration as prescribed under Rule 5 (2) and (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules. Hence no particulars are required to bedisclosed in this Report.

The information required under Section 197 (12) of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas Annexure D.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in form MGT 9 is annexed asAnnexure E.

AUDITORS' REPORT

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatoryand do not require any further clarification.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act2013 and to the best of their knowledge and belief and according to the information andexplanations obtained by them and same as mentioned elsewhere in this Report the attachedAnnual Accounts and the Auditors' Report thereon your Directors confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

We thank our Clients Investors Dealers Suppliers and Bankers for their continuedsupport during the year. We place on record our appreciation for the contributions made byemployees at all levels. Our consistent growth was made possible by their hard worksolidarity co-operation and support.

By Order of the Board of Directors
For Panama Petrochem Ltd.
Date : May 21 2016 Amirali E Rayani
Place : Mumbai Chairman
DIN:00002616