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Panama Petrochem Ltd.

BSE: 524820 Sector: Industrials
NSE: PANAMAPET ISIN Code: INE305C01029
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NSE 00:00 | 10 Aug 41.95 -0.95
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OPEN 43.00
PREVIOUS CLOSE 43.05
VOLUME 32027
52-Week high 88.00
52-Week low 25.40
P/E 16.71
Mkt Cap.(Rs cr) 251
Buy Price 41.45
Buy Qty 5000.00
Sell Price 43.00
Sell Qty 75.00
OPEN 43.00
CLOSE 43.05
VOLUME 32027
52-Week high 88.00
52-Week low 25.40
P/E 16.71
Mkt Cap.(Rs cr) 251
Buy Price 41.45
Buy Qty 5000.00
Sell Price 43.00
Sell Qty 75.00

Panama Petrochem Ltd. (PANAMAPET) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Thirty – seventh Annual Report ofthe Company together with the Audited Statement of Accounts for the Financial Year endedMarch 31 2019.

FINANCIAL HIGHLIGHTS
(Rs in lakhs)
Particulars Standalone Consolidated
2018-2019 2017-2018 2018-2019 2017-2018
Net Profit before Tax 5766.39 8354.09 7154.22 9015.41
Less: Provision for Taxes 1965.85 2918.11 1965.85 2918.11
Net Profit After Tax 3800.54 5435.98 5188.37 6097.30
Other Comprehensive Income (5.06) 1.91 (5.06) 1.91
Add : Profit Brought Forward 22997.49 18044.99 25133.68 19519.86
Profit available for appropriation 26792.97 23482.88 30316.99 25619.07
Dividend 725.92 403.29 725.92 403.29
Dividend distribution tax 149.22 82.10 149.22 82.10
Profit Carried Forward to Balance Sheet 25917.83 22997.49 29441.85 25133.68

OPERATIONAL PERFORMANCE

Earnings before Interest Depreciation and Tax & Amortization on a standalone basisdecreased by 17.59% to Rs. 8116.35 lakhs.

Net Profit on a standalone basis reduced by 30.08% to Rs. 3800.54 lakhs.

Revenue from Operations on a standalone basis reduced by 9.38% to Rs. 107810.49lakhs.

The consolidated revenue from operations of the Company for the year ended March 312019 was Rs. 126932.57 lakhs a reduced by 5.68% on a Year on Year basis.

Net Profit on a consolidated basis reduced by 15.02% to Rs. 5188.37 lakhs.

EPS on standalone basis reduced from Rs. 8.99 to Rs. 6.28.

EPS on consolidated basis reduced from Rs. 10.08 to Rs. 8.58.

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

Your Board of Directors is pleased to propose a dividend at the rate of Rs. 1.2 pershare (i.e. 60%) of Rs. 2/- each for the financial year 2018-19. (previous yearRs. 1.2 per share)

The dividend will be paid to the members holding shares in electronic form as per thebeneficiary position downloaded from the Depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services Limited (CDSL) as at the close of businesshours on September 10 2019 and to those Members holding shares in physical form aftergiving effect to valid transfers in respect of transfer requests lodged with the Companyas at close of business hours September 10 2019. Dividend will be paid within two weeksfrom the date of declaration of dividend.

The total outflow towards dividend on Equity Shares for the year would be Rs.875.14 lakhs (including dividend tax).

TRANSFER TO RESERVES

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

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-" Stable rating to theLong Term Facilities and "CARE A2+" rating to the Short Term Facilities.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2019 was Rs. 1209.87 lakhs.During the year under review the Company has not issued any shares. The Company has notissued shares with differential voting rights. It has neither issued employee stockoptions nor sweats equity shares and does not have any scheme to fund its employees topurchase the shares of the Company.

MATERIAL CHANGES AFFECTING THE COMPANY

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

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31 2019 your Company has only one subsidiary Panol Industries RMC FZEUAE.

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

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 significantly from Rs.15629.94 lakhs in the previous year to Rs. 19122.08 lakhs during 2018-19. Net profitduring the period is boosted 110% to Rs. 1387.81 lakhs as compared to a net profitof Rs. 661.32 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 Act and the Listing Regulations.

No material Related Party Transactions were entered during the financial year by theCompany. Accordingly the disclosure of Related Party Transactions as required underSection 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company and hence notprovided.

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 areplanned/repetitive in nature. Related Party Transactions entered into pursuant to omnibusapproval so granted are placed before the Audit Committee for its review on a quarterlybasis specifying the nature value and terms 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 & CESSATION OF DIRECTORS

In accordance with the provisions of Section 152 of the Act and the Company's Articlesof Association Mr. Hussein Rayani Director retires by rotation and being eligibleoffers himself for re-appointment. The Board recommends his re-appointment for theconsideration of the Members of the Company at the forthcoming Annual General Meeting.

The Board of Directors at their meeting held on August 10 2018 on recommendations ofthe Nomination & Remuneration Committee and subject to approval of shareholdersduring the year under review appointed Mr. Kumar Raju Nandimandalam as an Additional(Independent) Director on the Board of Directors of the Company in accordance with Section149(4) of the Act with effect from August 10 2018 to hold office for a term of 5 (five)consecutive years.

The Nomination & Remuneration Committee of the Board of Directors on the basis ofthe reports of performance evaluation has recommended re-appointment of Mr. Mukesh Mehta& Mr. Madan Mohan Jain as Independent Directors for a second term of 5 (five)consecutive years on the Board of the Company at the forthcoming Annual General Meeting byway of special resolutions.

The Board of Directors at their meeting held on May 24 2019 on recommendations of theNomination & Remuneration Committee inter alia approved the following changes to theBoard of Directors of the Company subject to approval of shareholders of the Company.

(a) Re- appointment of Mr. Amirali Rayani (75 years) as a as Whole-time Directordesignated as Chairman of the Company with effect from June 29 2019.

(b) Re- appointment of Mr. Amin A. Rayani as Managing Director & Chief ExecutiveOfficer of the Company for a period of 5 (five) years with effect from June 29 2019.

(c) Re-appointment of Mr. Samir A. Rayani as Whole-time Director designated asExecutive Director of the Company for a period of 5 (five) years with effect from June29 2019

Brief profiles of directors seeking appointments/ reappointments have been given in theNotice convening the Annual General Meeting.

Mr. Dilip Phatarphekar an Independent Director of the Company informed the Board ofDirectors at its meeting held on August 10 2018 of his desire to step down fromdirectorship in view of his age. Mr. Dilip Phatarphekar had joined the Board in the year2005 and since then has been an integral part of the Board and its Committees where he wasa member.

He has contributed immensely to the functioning of the Board and the management hasalso benefitted from his advice and directions. The Board places on record gratitude forhis advice and guidance

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 ofindependence as specified in the Act and the Rules made there under and are independent ofthe management.

In terms of Regulation 25(8) of the Listing Regulations the Independent Directors haveconfirmed that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact their ability to discharge theirduties.

APPOINTMENTS/RESIGNATIONS OF THE KEY MANAGERIAL PERSONNEL

No Key Managerial Personnel has resigned or appointed during the year under review.However The Board of Directors at their meeting held on May 24 2019 on recommendationsof the Nomination & Remuneration Committee reappointed Mr. Amin A. Rayani as ManagingDirector & Chief Executive Officer of the Company for a period of 5 (five) years witheffect from June 29 2019.

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 AuditCommitteewerenotacceptedbytheBoard.AlltherecommendationsmadebytheAuditCommitteewereacceptedbytheBoard.

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--vis the required competencies and meeting potentialcandidates prior to making recommendations of their nomination to the Board. At the timeof appointment specific requirements for the position including expert knowledgeexpected is 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 ‘IndependentDirector' as laid down in the Companies Act 2013 and Regulation 16 (1) (b) of the ListingRegulations.

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 IndependentDirectors' 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 aspects including inter aliastructure of the Board including qualifications experience and competency of Directorsdiversity in Board and process of appointment; Meetings of the Board including regularityand frequency agenda discussion and dissemination of information; functions of theBoard including strategy and performance evaluation corporate culture and valuesgovernance and compliance evaluation of risks grievance redressal for investorsstakeholder value and responsibility conflict of interest review of Board evaluation andfacilitating Independent Directors to perform their role effectively; evaluation ofmanagement's performance and feedback independence of management from the Board accessof Board and management to each other succession plan and professional development;degree of fulfillment of key responsibilities establishment and delineation ofresponsibilities to Committees effectiveness of Board processes information andfunctioning and quality of relationship between the Board and management.

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 andSenior Management 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 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 2018–2019. The GDRsof the 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 education. The aboveprojects are in accordance with Schedule VII of the Act. The Company has spent Rs.32.90 lakhs towards the CSR projects during the current Financial Year 2018-19.

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 2018-19.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 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 2011-2012 (interim)has been transferred to IEPF. Members who have not yet encashed their dividend warrant(s)for the financial year ended March 31 2012 and for any subsequent financial year arerequested to make their claims to the Company without any delay to avoid transfer oftheir dividend/ shares to the Fund/ IEPF Demat Account. Members are also requested to notethat pursuant to the provisions of Section 124 of the Act and the IEPF Rules the Companyis obliged to transfer all shares on which dividend has not been paid or claimed for sevenconsecutive years or more to an IEPF Demat Account.

Members/ claimants whose shares unclaimed dividend have been transferred to the IEPFDemat Account or the Fund as the case may be may claim the shares or apply for refund bymaking an application to the IEPF Authority in Form IEPF- 5 (available on iepf.gov.in)along with requisite fee as decided by the IEPF Authority from time to time. The Member/Claimant can file only one consolidated claim in a financial year as per the IEPF Rules.

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

Pursuant to the provisions of the Act and the Rules made there under Bhuta Shah &Co LLP Chartered Accountants (Previously known as M/s Bhuta Shah & Co.) wereappointed as Statutory Auditors of the Company from the conclusion of the 33th AGM held onSeptember 14 2015 till the conclusion of the AGM to be held in the year 2020.

The Auditors have issued an unmodified opinion on the Financial Statements for thefinancial year ended March 31 2019.

The Auditors' Report for the financial year ended March 31 2019 on the financialstatements of the Company is a part of this Annual Report.

COST AUDITORS

The Company is required to maintain cost records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Act read with the Companies (Cost Records andAudit) Rules 2014 as amended from time to time and accordingly such accounts and recordsare made and maintained in the prescribed manner.

Based on the Audit Committee recommendation at its meeting held on May 24 2019 GMVP& Associates LLP (LLPIN :- AAG-7360) were appointed by the Board as the Cost Auditorsof the Company for conducting an audit of the cost accounting records of the Company forfinancial year commencing from April 1 2019 to March 31 2020.

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 GMVP & Associates LLP.

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 2019. 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 2019 do not contain any qualification reservation adverse remark ordisclaimer.

SECRETARIAL STANDARDS OF ICSI

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

REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsOfficers or Employees to the Audit Committee under Section 143(12) of the Companies Act2013 details of which needs to be mentioned in this Report.

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 blending 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.

(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 electricmotors. The Company has also installed power efficient material handling and flowingsystem which has played 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.

(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 (Rs in lakhs)
Capital 0.00
Revenue 33.01
Total R & D Expenditure 33.01
Total Turnover 107810.49
Total R & D Expenditure as a Percentage of total turnover 0.30

C. Foreign exchange earnings and outgo:

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

ii. Foreign Exchange Earnings and Outgo:
(Rs in lakhs)
Total Foreign Exchange Inflow 36403.13
Total Foreign Exchange outflow 64641.88

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and theinformation required under Rule 5 (2) and (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure D forming part ofthe Report.

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. Report and is also available on the Company's website at www.panamapetro.com