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Panama Petrochem Ltd.

BSE: 524820 Sector: Industrials
NSE: PANAMAPET ISIN Code: INE305C01029
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OPEN 253.55
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VOLUME 2505
52-Week high 309.65
52-Week low 79.50
P/E 7.65
Mkt Cap.(Rs cr) 1,529
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 253.55
CLOSE 251.65
VOLUME 2505
52-Week high 309.65
52-Week low 79.50
P/E 7.65
Mkt Cap.(Rs cr) 1,529
Buy Price 0.00
Buy Qty 0.00
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 – ninthAnnual Report of the Company together with the Audited Statement of Accounts for theFinancial Year ended March 31 2021.

FINANCIAL HIGHLIGHTS

(Rs. in lakhs)

Particulars Standalone Consolidated
Financial Year 2020-21 Financial Year 2019-20 Financial Year 2020-21 Financial Year 2019-20
Revenue from operations 120226.85 81345.77 144696.21 100275.39
Other income 671.58 351.70 631.90 359.57
Total income 120898.43 81697.47 145328.11 100634.96
Expenses
Operating expenditure 103063.84 77731.78 125721.03 94951.00
Depreciation and amortisation expense 495.59 471.78 761.24 725.24
Total expenses 103559.43 78203.56 126482.27 95676.24
Profit before finance costs exceptional item and tax 17339.00 3493.91 18845.84 4958.72
Finance costs 579.75 1334.61 894.64 1744.27
Profit before exceptional item and tax 16759.25 2159.30 17951.20 3214.45
Exceptional item
Provision towards legal claim - - - -
Profit before tax 16759.25 2159.30 17951.20 3214.45
Tax expense 4415.88 336.70 4415.88 336.70
Profit for the year 12343.37 1822.60 13535.32 2877.75
Opening balance of retained earnings 26861.80 25917.83 31440.97 29441.85
Closing balance of retained earnings 38490.62 26861.80 44261.74 31440.97

OPERATIONAL PERFORMANCE

Earnings before Interest Depreciation and Tax & Amortization on astandalone basis for FY 2020-21 was Rs. 17834.39 lakhs an increase of 350% over theprevious year's EBIDTA .

The Company earned a net profit after tax of Rs. 12343.37 lakhshigher by 577% as against a net profit after tax of Rs.1822.60 in the previous year.

The Company's standalone revenue from operations for FY 2020-21was 120226.85 lakhs an increase of 48% over the previous year's revenue.

The consolidated revenue from operations of the Company for the yearended March 31 2021 was Rs. 144696.21 lakhs higher by 44% on a Year on Year basis.

Net Profit on a consolidated basis was at Rs. 13535.32 lakhs higher by370% over the previous year's profit .

EPS on standalone basis improved to Rs. 20.40 as against 3.01 in theprevious year

EPS on consolidated basis higher from Rs. 4.76 to Rs. 22.37

A significant improvement in the operating performance of your companywas witnessed during the financial year 2020-21. Standalone profit of the companyIncreased by 577% due to higher price realisations with substantial increase in demand ofcompany's products.

The Company was able to capitalize on the market conditions through itsoperational excellence higher efficiency and well executed strategies which led toincrease in consolidated profit of the Company by 370% to Rs. 13535.32 lakhs.

The consolidated revenue from operations of the Company for year endedMarch 31 2021 was increased by 44% to Rs. 144696.21 lakhs.

EBITDA also improved due to higher margins in key products.

COVID-19 AND ITS IMPACT

The COVID-19 pandemic has emerged as a global challenge creatingdisruption across the world. Your Directors have been periodically reviewing with theManagement the impact of COVID-19 on the Company. During the 1st quarter ofthe year your Company had to temporarily suspend operations at its plants and otherlocations as per the directives of the Government keeping in mind the paramount need ofsafety of the employees. The Management is keeping a close watch on any other possibleimpacts of second wave of the pandemic. The Company's Wholly-owned Subsidiary isoperating smoothly without any disruptions. The Board and the Management will continue toclosely monitor the situation as it evolves and do its best to take all necessarymeasures in the interests of all stakeholders of the Company.

Dividend

In line with the practice of returning free cash flow to shareholdersand based on the Company's performance your Board of Directors is pleased to proposea dividend at the rate of Rs. 2 per share (i.e. 100 %) of Rs. 2/- each for the financialyear 2020-21. (previous year Rs. 1.2 per share)

The dividend will be paid to the members holding shares in electronicform as per the beneficiary position downloaded from the Depositories i.e. NationalSecurities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) as atthe close of business hours on August 30 2021 and to those Members holding shares inphysical form after giving effect to valid transmission and transposition in respect ofvalid requests lodged with the Company as at close of business hours August 30 2021.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 wouldbe Rs 1209.87 lakhs.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the GeneralReserve out of the amount available for appropriations.

CREDIT RATING

On the basis of the financial performance of the company for the yearunder review CARE Ratings Limited has upgraded the rating on long term bank facilities to"CARE A" Stable and on the Short Term bank Facilities to "CARE A1".

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2021 was Rs. 1209.87lakhs. During the year under review the Company has not issued any shares. The Companyhas not issued shares with differential voting rights. It has neither issued employeestock options nor sweats equity shares and does not have any scheme to fund its employeesto purchase the shares of the Company.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting thefinancial position of the Company between the end of the financial year and date of thisreport. There has been no change in the nature of business of the Company.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31 2021 your Company has only one subsidiary PanolIndustries RMC FZE UAE which is registered outside India.

The Consolidated Financial Statements of the Company and itssubsidiary form part of the Annual Report and are reflected in the Consolidated FinancialStatements of the Company.

The Company has adopted a Policy for determining Material Subsidiariesin terms of Regulation 16 (1) (c) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ('ListingRegulations').

The Policy as approved by the Board is uploaded on the Company'swebsite. http://panamapetro.com/wp-content/ uploads/2015/12/msp.pdf

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theaccompanying Financial Statements.

PERFORMANCE AND FINANCIAL POSITION OF PANOL INDUSTRIES RMC FZE

Net sales of Panol Industries RMC FZE have increased from Rs. 18929.62lakhs in the previous year to Rs. 24469.36 Lakhs during the FY 2020-21. Net profit duringthe period is higher by 13% to Rs. 1191.95 lakhs as compared to a net profit of Rs.1055.15 lakhs in the previous year.

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

The plant enjoys logistic advantage since it is situated on the portand has direct dedicated pipelines to receive and discharge raw material and finishedproducts directly to bulk vessels.

During the year under review no Company has become or ceased to be asubsidiary of the Company. The Company does not have any associate or joint ventureCompanies. A statement containing the salient features of the financial position of thesubsidiary companies in Form AOC.1 is annexed as Annexure A.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during thefinancial year were on an arm's length basis in the ordinary course of business andwere in compliance with the applicable provisions of the Act and the Listing Regulations.

No material Related Party Transactions were entered during thefinancial year by the Company. Accordingly the disclosure of Related Party Transactionsas required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to theCompany and hence not provided.

All Related Party Transactions are placed before the Audit Committeefor approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are planned/repetitive in nature. Related Party Transactions enteredinto pursuant to omnibus approval so granted are placed before the Audit Committee for itsreview on a quarterly basis specifying the nature value and terms and conditions of thetransactions.

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

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

RISK MANAGEMENT

Your Company has adopted a Risk Management Policy/ Plan in accordancewith the provisions of the Companies Act 2013 and the Listing Regulations. It establishesvarious levels 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 aswell as the Board of Directors about risk assessment and management procedures and status.

This risk management process covers risk identification assessmentanalysis and mitigation. Incorporating sustainability in the process also helps to alignpotential exposures with the risk appetite and highlights risks associated with chosenstrategies.

Directors

Your Company's Board comprises of 8 Directors with considerableexperience in their respective fields. Of these 4 are Executive Directors and 4 are NonExecutive (Independent) Directors. The Chairman of the Board is an Executive Director.

APPOINTMENT & CESSATION OF DIRECTORS

In accordance with the provisions of Section 152 of the Act and theCompany's Articles of Association Mr. Amirali E. Rayani Director retires byrotation and being eligible offers himself for re-appointment. The Board recommends hisre-appointment for the consideration of the Members of the Company at the forthcomingAnnual General Meeting.

Brief profile of director seeking appointment/re-appointment has beengiven in the Notice convening the Annual General Meeting.

None of the directors have resigned from the Board during the yearunder review .

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of Independence asprescribed both under sub-section(6) of Section 149 of the Companies Act 2013 andRegulation 16 (1) (b) of the Listing Regulations. In the opinion of the Board theyfulfill the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management.

The Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise in the fields ofscience and technology human resources strategy auditing corporate governance etc.and that they hold highest standards of integrity.

The Independent Directors of the Company have included their names inthe data bank of Independent Directors maintained with the Indian Institute of CorporateAffairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment& Qualification of Directors) Rules 2014.

In terms of Regulation 25(8) of the Listing Regulations theIndependent Directors have confirmed that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties.

During the year under review the non-executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees and reimbursement of expenses if any.

Details of Familiarisation Programme for the Independent Directors areprovided separately in the Corporate Governance Report.

APPOINTMENTS/RESIGNATIONS OF THE KEY MANAGERIAL PERSONNEL

No Key Managerial Personnel has resigned or appointed during the yearunder review.

BOARD AND COMMITTEE MEETINGS

Your Company's Board of Directors met five times during thefinancial year under review. A calendar of Meetings is prepared and circulated in advanceto your Directors.

Audit Committee of the Company as constituted by the Board is headed byMr. Madan Mohan Jain with Mr. Samir Rayani and Mr. Mukesh Mehta as Members. There have notbeen any instances during the year when recommendations of the Audit Committee were notaccepted by the Board. All the recommendations made by the Audit Committee were acceptedby the Board.

Details of the composition of the Board and its Committees and of theMeetings held and attendance of the Directors at such Meetings are provided in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Act and the Listing Regulations.

PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS:

The Nomination and Remuneration Committee is responsible for developingcompetency requirements for the Board based on the industry and strategy of the Company.Board composition 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 torefresh the Board on a periodic basis including each time a Director's appointmentor re-appointment is required. The Committee is also responsible for reviewing and vettingthe resume of potential candidates vis--vis the required competencies and meetingpotential candidates prior to making recommendations of their nomination to the Board. Atthe time of appointment specific requirements for the position including expertknowledge expected is communicated to the appointee.

CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES ANDINDEPENDENCE OF A DIRECTOR:

The Nomination and Remuneration Committee has formulated the criteriafor determining qualifications positive attributes and independence of Directors in termsof provisions of Section 178 (3) of the Act and Regulation 19 read with Part D of ScheduleII of the Listing Regulations.

Independence: In accordance with the above criteria a Director will beconsidered as an ‘Independent Director' if he/ she meets with the criteria for‘Independent Director' as laid down in the Companies Act 2013 and Regulation 16(1) (b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in place thatencourages diversity of thought experience knowledge perspective and gender. It isalso ensured that the Board has an appropriate blend of functional and industry expertise.While recommending the appointment of a Director the Nomination and RemunerationCommittee considers the manner in which the function and domain expertise of theindividual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under theCompanies Act 2013 the Directors on the Board of the Company are also expected todemonstrate high standards of ethical behavior strong interpersonal skills and soundnessof judgment. Independent Directors are also expected to abide by the ‘Code forIndependent Directors' as outlined in Schedule IV to the Act.

GOVERNANCE GUIDELINES

The Company has adopted Governance Guidelines on Board Effectiveness.The Governance Guidelines encompasses aspects relating to composition and role of theBoard Chairman and Directors Board Diversity Definition of Independence Term ofDirectors and Committees of the Board. It also covers aspects relating to NominationAppointment Induction and Development of Directors Directors' RemunerationSubsidiary oversight Code of Conduct Board Effectiveness Review and Mandates of BoardCommittees.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND OF DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and ListingRegulations the Board had carried out evaluation of its own performance performance ofthe Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluationcriteria procedure and time schedule for the Performance Evaluation process for theBoard its Committees and Directors.

The Board's functioning was evaluated on various aspectsincluding inter alia structure of the Board including qualifications experience andcompetency of Directors diversity in Board and process of appointment; Meetings of theBoard including regularity and frequency agenda discussion and dissemination ofinformation; functions of the Board including strategy and performance evaluationcorporate culture and values governance and compliance evaluation of risks grievanceredressal for investors stakeholder value and responsibility conflict of interestreview of Board evaluation and facilitating Independent Directors to perform their roleeffectively; evaluation of management's performance and feedback independence ofmanagement from the Board access of Board and management to each other succession planand professional development; degree of fulfillment of key responsibilities establishmentand delineation of responsibilities to Committees effectiveness of Board processesinformation and functioning and quality of relationship between the Board and management.

Directors were evaluated on aspects such as attendance and contributionat Board/ Committee Meetings and guidance/ support to the management outside Board/Committee Meetings. In addition the Chairman was also evaluated on key aspects of hisrole including setting the strategic agenda of the Board encouraging active engagementby all Board members and motivating and providing guidance to the Managing Director &CEO.

Areas on which the Committees of the Board were assessed includeddegree of fulfillment of key responsibilities adequacy of Committee composition andeffectiveness of meetings. The performance evaluation of the Independent Directors wascarried out by the entire Board excluding the Director being evaluated. The performanceevaluation of the Chairman and the Non Independent Directors was carried out by theIndependent Directors who also reviewed the performance of the Board as a whole. TheNomination and Remuneration Committee also reviewed the performance of the Board itsCommittees and of the Directors. The Chairman of the Board provided feedback to theDirectors on an individual basis as appropriate. Significant highlights learning andaction points with respect to the evaluation were presented to the Board.

REMUNERATION POLICY

Your Company has adopted a Remuneration Policy for the Directors KeyManagerial Personnel and Senior Management pursuant to the provisions of the Act andListing Regulations.

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

The Nomination and Remuneration Committee has considered the followingfactors while formulating the Policy:

(i) The level and composition of remuneration is reasonable andsufficient to attract retain and motivate Directors of the quality required to run theCompany successfully;

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

(iii) Remuneration to Directors Key Managerial Personnel and SeniorManagement involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the Company and its goals.

Details of the Remuneration Policy are given in the CorporateGovernance Report.

LISTING OF SHARES

Your Company's shares are listed on the Bombay Stock ExchangeLimited and National Stock Exchange of India Limited. The Company has paid the listingfees for the year 2020–2021. The GDRs of the Company are listed on Luxembourg StockExchange.

CORPORATE GOVERNANCE

Your Company has implemented all the mandatory requirements pursuant toListing Regulations. A separate report on Corporate Governance is given as a part of theAnnual Report along with the certificate received from the Practicing Company SecretaryM/s. Milind Nirkhe & Associates Company Secretaries confirming the compliance.

PUBLIC DEPOSITS

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

INSURANCE

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

INTE RNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls withreference to financial statements. Your Company has adopted the policies and proceduresfor ensuring the orderly and efficient conduct of its business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.

The Audit Committee has satisfied itself on the adequacy andeffectiveness of the internal financial control systems laid down by the management. TheStatutory Auditors have confirmed the adequacy of the internal financial control systemsover financial reporting

CORPORATE SOCIAL RESPONSIBILITY

As a socially responsible Company your Company has a strong sense ofcommunity responsibility.

As its operations have expanded your Company has retained a collectivefocus on the various areas of corporate sustainability that impact people environment andthe society at large. Founded on the philosophy that society is not just anotherstakeholder in its business but the prime purpose of it the Company across its variousoperations is committed to making a positive contribution.

The Board has constituted a Corporate Social Responsibility Committeeheaded by Mr. Mukesh Mehta as Chairman with Mr. Amin A. Rayani and Ms. Nargis Kabani asMembers. The Company has adopted a Corporate Social Responsibility (CSR) Policy incompliance with the provisions of the Companies Act 2013. As part of its CSR initiativesthe Company has undertaken projects in the areas of promoting health care and education.The above projects are in accordance with Schedule VII of the Act. The Company has spentRs. 113.70 lakhs towards the CSR projects during the current Financial Year 2020-21.

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

Policy on prevention prohibition and redressal of sexual harassment atworkplace

The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment at theWorkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under. The Policyaims to provide protection to employees at the workplace and prevent and redresscomplaints of sexual harassment and for matters connected or incidental thereto with theobjective of providing a safe working environment where employees feel secure. TheCompany has also constituted an Internal Complaints Committee to inquire into complaintsof sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment duringthe financial year 2020-21.

Transfer to the investor education and protection fund (iepf)

Pursuant to the applicable provisions of the Companies Act 2013 theamounts of dividend remaining unpaid or unclaimed for a period of seven years from thedate of its transfer to the unpaid dividend account of the Company are required to betransferred to the Investor Education and Protection Fund (IEPF) set up by the Governmentof India. Consequently no claim shall lie against the Company in respect of any suchamounts.

The amount of unpaid / unclaimed dividend up to the financial year2012-2013 has been transferred to IEPF. Members who have not yet encashed their dividendwarrant(s) for the financial year ended March 31 2014 and for any subsequent financialyear are requested to make their claims to the Company without any delay to avoidtransfer of their dividend/ shares to the Fund/ IEPF Demat Account.

Members are also requested to note that pursuant to the provisions ofSection 124 of the Act and the IEPF Rules the Company is obliged to transfer all shareson which dividend has not been paid or claimed for seven consecutive years or more to anIEPF Demat Account.

Members/ claimants whose shares unclaimed dividend have beentransferred to the IEPF Demat Account or the Fund as the case may be may claim theshares or apply for refund by making an application to the IEPF Authority in Form IEPF- 5(available on www.iepf.gov.in) along with requisite fee as decided by the IEPF Authorityfrom time to time. The Member/ Claimant can file only one consolidated claim in afinancial year as per the IEPF Rules.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formalmechanism to the Directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orethics policy. The Policy provides for adequate safeguards against victimization ofemployees who avail the mechanism and also provides for direct access to the Chairman ofthe Audit Committee. It is affirmed that no personnel of the Company has been deniedaccess to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators orCourts or Tribunals which would impact the going concern status of the Company and itsfuture operations.

Auditors

STATUTORY AUDITORS

Pursuant to Sections 139 & 142 of the Companies Act 2013 and theRules made thereunder JMR & Associates LLP Chartered Accountants (Registration No.106912W/W100300) Mumbai was appointed as Statutory Auditors of the

Company to hold office for the period of 5 (Five ) years from theconclusion of Annual General Meeting (AGM) held in 2020 until the conclusion of the AnnualGeneral Meeting to be held in the year 2025.

The Notes on financial statement referred to in the Auditors'Report are self-explanatory and do not call for any further comments. The Auditors'Report does not contain any qualification reservation adverse remark or disclaimer.

The Auditors' Report for the financial year ended March 31 2021on the financial statements of the Company is a part of this Annual Report.

COST AUDITORS

The Company is required to maintain cost records as specified by theCentral Government under sub-section (1) of Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time andaccordingly such accounts and records are made and maintained in the prescribed manner.

Based on the Audit Committee recommendation at its meeting held on May31 2021 GMVP & Associates LLP (LLPIN :- AAG-7360) were appointed by the Board as theCost Auditors of the Company for conducting an audit of the cost accounting records of theCompany for financial year commencing from April 1 2021 to March 31 2022.

Pursuant to the provisions of Section 148 of the Act read with TheCompanies (Audit and Auditors) Rules 2014 Members are requested to consider theratification of the remuneration payable to GMVP & Associates LLP.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed CS. Milind Nirkhe Practicing Company Secretary (Proprietor)Practicing under the name & style M/S Milind Nirkhe & Associates CP No: 2312 toundertake the Secretarial Audit of the Company for the year ended March 31 2021. TheSecretarial Audit Report for the year under review is annexed as Annexure C.

The Auditors' Report and the Secretarial Audit Report for thefinancial year ended March 31 2021 do not contain any qualification reservation adverseremark or disclaimer.

Secretarial standards of icsi

The Company is in compliance with the Secretarial Standards on Meetingsof the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Instituteof Company Secretaries of India and approved by the Central Government.

REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditor Cost Auditor andSecretarial Auditor have not reported any instances of frauds committed in the Company byits Officers or Employees to the Audit Committee under Section 143(12) of the CompaniesAct 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

a. Conservation of energy:

The Company is aware of energy consumption and environmental issuesrelated to it and is continuously making sincere efforts towards conservation of energy.The Company is in fact engaged in the continuous process of further energy conservationthrough improved operational and maintenance practices.

The Company has taken adequate actions to conserve the energy asProcess time reduction by technically improved blending system.

(i) steps taken or Impact on Conservation of energy:

In line with the Company's commitment towards conservation ofenergy all plants continue with their efforts aimed at improving energy efficiencythrough innovative measures to reduce wastage and optimize consumption. Some of themeasures taken by the Company in this direction are as under:

1. At its Plants the Company has carried out various actions tooptimize energy consumption and reduce losses.

2. Energy efficient motors and solar plants are being installed inorder to optimize use of power.

(ii) steps taken by the Company for utilizing alternate sources ofenergy:

In addition to various initiatives around energy efficiencies theCompany has also focused on renewable sources of energy. Various steps taken for utilizingalternate sources of energy.

(iii) Capital Investment on energy Conservation equipments:

During the year the Company has invested in various energyconservation equipments. The equipments in which investment was made included variousenergy efficient electric motors. The Company has also installed power efficient materialhandling and flowing system which has played role in energy saving.

The Company has technically improved its thermo packs to get betterfuel efficiency and lower emission stack.

B. technology absorption:

(i) efforts made towards technology absorption:

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

The Company has an updated R & D Center at its Ankleshwar Plant. Itis the technical centre of the Company and has been the backbone for most of our majorproduct breakthroughs. This Centre at Ankleshwar is fully equipped with modern testing& analytical equipment's. The Centre is operated by the team of well qualifiedtechnocrats as a result the in – house R & D unit of Panama has been recognizedby the Ministry of science & technology & the Department of Scientific andIndustrial Research (DSIR). With this recognition Company will spend more on R & Dactivities and get more new products which will be of better quality. It will also assistin research for import substitution energy conservation and control of pollution. Thein-house R & D facility has enabled us to develop new products.

(ii) Benefits derived like product improvement cost reduction productdevelopment or import substitution:

Technology has responded by being true strategic partner with business.The Company has derived many benefits from R & D and technology absorption whichincludes product development product improvement & effective cost managementtechnology has also played a major role in ensuring high level of service delivery.

(iii) In case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year):

(a) the details of technology imported: The Company has not importedany technology during 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 placeand the reasons thereof: Not Applicable

Expenditure on research & development

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

Particulars Rs. ( in lakhs)
Capital -
Revenue 34.62
Total R & D Expenditure 34.62
Total Turnover 120226.85
Total R & D Expenditure as a Percentage of total turnover 0.03%

C. Foreign exchange earnings and outgo:

i. export activities: During the year under review the Company hasmade Import/Export as given in (ii) below. ii. Foreign exchange earnings and outgo:(Rs. in lakhs)

Total Foreign Exchange Inflow 40826.87
Total Foreign Exchange outflow 64545.59

Particulars of employees

The information required under Section 197(12) of the Act read withRule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and the information required under Rule 5(2) and (3) of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure D formingpart of the Report.

Annual return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on March 31 2021 is available on the Company's website athttp://panamapetro.com/wp-content/uploads/2021/06/Annual_Return-20-21.pdf

AUDITORS' REPORT

Comments made by the Statutory Auditors in the Auditors' Reportare self-explanatory and do not require any further clarification.

MANAGEMENT DISCUSSION & ANALYSIS BUSINESS RESPONSIBILITY ANDCORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis Report the BusinessResponsibility Report and the Report on Corporate Governance as required under theListing Regulations forms part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134 (3) (c) and 134 (5) of theCompanies Act 2013 and to the best of their knowledge and belief and according to theinformation and explanations obtained by them and same as mentioned elsewhere in thisReport the attached Annual Accounts and the Auditors' Report thereon your Directorsconfirm that:

(i) in the preparation of the annual accounts the applicableaccounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets 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 bythe Company and that such internal financial controls are adequate and are operatingeffectively;

(vi) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

ACKNOWLEDGEMENT

We thank our Clients Investors Dealers Suppliers and Bankers fortheir continued support during the year. We place on record our appreciation for thecontributions made by employees at all levels. Our consistent growth was made possible bytheir hard work solidarity co-operation and support.

By Order of the Board of Directors
For Panama Petrochem Ltd
amirali e Rayani
Date : august 05 2021 Chairman
Place : Mumbai DIn:00002616

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