Your Directors have pleasure in presenting the Thirty sixth Annual Report of theCompany together with the Audited Statement of Accounts for the Financial Year ended March31 2018.
( Rs. In lakhs)
|Particulars || |
| ||2017-2018 ||2016-2017 ||2017-2018 ||2016-2017 |
|Net Profit before Tax ||8354.09 ||6281.11 ||9015.41 ||6565.64 |
|Less: Provision for Taxes ||2918.11 ||2185.58 ||2918.11 ||2185.58 |
|Net Profit After Tax ||5435.98 ||4095.53 ||6097.30 ||4380.05 |
|Other Comprehensive Income ||1.91 ||8.70 ||1.91 ||8.70 |
|Add: Profit Brought Forward ||18044.99 ||14183.46 ||19519.86 ||15373.81 |
|Profit available for appropriation ||23482.88 ||18287.69 ||25619.08 ||19762.56 |
|Dividend of previous year ||403.29 ||201.65 ||403.29 ||201.65 |
|Dividend distribution tax ||82.10 ||41.05 ||82.10 ||41.05 |
|Profit Carried Forward to Balance Sheet ||22997.49 ||18044.99 ||25133.68 ||19519.86 |
Earnings before Interest Depreciation and Tax & Amortization on astandalone basis increased by 35.73% to Rs. 9848.43 lakhs.
Net Profit on a standalone basis increased by 32.73 % to Rs. 5435.98 lakhs.
Revenue from Operations on a standalone basis increased by 50.35% to Rs.118967.45 lakhs.
The consolidated revenue from operations of the Company for the year ended March31 2018 was Rs. 134581.26 lakhs an increase of 49.64% on a Year on Year basis.
Net Profit on a consolidated basis increased by 39.21% to Rs. 6097.30 lakhs.
EPS on standalone basis increased from Rs. 6.77 to Rs. 8.99
EPS on consolidated basis increased from Rs. 7.24 to Rs. 10.08
A significant improvement in the operating performance of your company was witnessedduring the financial year 2017-18. Net Profit on a standalone basis was boosted by 32.73 %as compare to the previous year. The Company was able to capitalize on the marketconditions through its operational excellence higher efficiency and well executedstrategies which led to increase in consolidated profit of the Company by 39.21% to Rs.6097.30 lakhs.
The consolidated revenue from operations of the Company for year ended March 31 2018was increased by 49.64 % to Rs. 134581.26 lakhs.
EPS of the year under review improved to Rs. 10.08 as against Rs. 7.24 in the previousyear on consolidated basis. MANAGEMENT DISCUSSION & ANALYSIS
The detailed Management Discussion 8i Analysis Report for the year under review asstipulated under Listing Regulations is presented in a separate section forming part ofthe Annual Report.
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 2017-18 as against Rs. 1.00/- pershare of Rs. 2 each (50%) in the previous year considering the promising future prospectsof the Company.
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 August 16 2018 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 August 16 2018. Dividend will be paid within two weeks fromthe date of declaration of dividend.
The total outflow towards dividend on Equity Shares for the year would be Rs. 873.70lakhs (including dividend tax).
During the year under review the Company has issued and allotted 20164533 bonusshares to the equity shareholders in the proportion of 1:2 i.e. 1 (One) bonus share ofRs. 2 each for every 2 (Two) fully paid-up equity shares.
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+" rating to the Long TermFacilities and "CARE Al" rating to the Short Term Facilities.
The paid up Equity Share Capital as on March 31 2018 was Rs. 1209.87 lakhs as againstRs. 806.58 lakhs in previous year. During the year under review the Company has issued20164533 Bonus Shares. The Company has not issued shares with differential votingrights. It has neither issued employee stock options nor sweats equity shares and does nothave any scheme to fund its employees to purchase 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 2018 your Company has only one subsidiary Panol Industries RMCFZEUAE.
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(l)(c) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ('Listing Regulations'). The Policy asapproved by the Board is uploaded on the Company's website http://panamapetro.com/wp-content/uploads/2015/12/Subsidiary-Policy.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. 10815.57lakhs in the previous year to Rs. 15629.94 lakhs during 2017-18. Net profit during theperiod is boosted to Rs. 661.32 lakhs as compared to a net profit of Rs. 284.52 lakhs inthe 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 8i 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.l 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.
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
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. Samir A.Rayani Director retires by rotation and being eligible tooffer himself for re-appointment. Directors recommend his re-appointment. The Company hasreceived declarations from all the Independent Directors of the Company confirming thatthey meet with the criteria of Independence as prescribed both under sub-section(6) ofSection 149 of the Companies Act 2013 and Regulation 16 (1) (b) of the ListingRegulations.
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.
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
No Key Managerial Personnel has resigned or appointed during the year under review.
BOARD AND COMMITTEE MEETINGS
Your Company's Board of Directors met five 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 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.
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 2017-2018. The GDRs ofthe Company are listed on Luxembourg Stock Exchange.
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.
During the year under report your Company did not accept any deposits from the public.
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. 114.13lakhs towards the CSR projects during the current Financial Year 2017-18.
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 2017-18.
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 2009-2010 has beentransferred to IEPF. Members who have not yet encashed their dividend warrant(s) for thefinancial year ended March 31 2011 and for any subsequent financial year are requestedto make their claims to the Company without any delay to avoid transfer of theirdividend/ shares to the Fund/ IEPF Demat Account.
Members are also requested to note that pursuant to the provisions of Section 124 ofthe Act and the IEPF Rules the Company is obliged to transfer all shares on whichdividend has not been paid or claimed for seven consecutive years or more to an IEPF DematAccount.
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.
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 33rdAGM held on September 14 2015 till the conclusion of the AGM to be held in the year 2020.
Based on the Audit Committee recommendation at its meeting held on May 25 2018 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 2018 to March 31 2019.
Cost Audit Report for the financial year 2017-2018 will be submitted by Cost Auditor tothe Central Government within the stipulated time period.
The Cost Audit Report for the financial year 2016-2017 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 GMVP 8i Associates LLP.
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 8i style M/S Milind Nirkhe 8i Associates CP No: 2312 to undertake theSecretarial Audit of the Company for the year ended March 31 2018. The Secretarial AuditReport for the year under review is annexed as Annexure C.
The Auditors' Report and the Secretarial Audit Report for the financial year endedMarch 31 2018 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.
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:
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 productbreak throughs. 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 get morenew products which will be of better quality. It will also assist in research for importsubstitution 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 ||13.14 |
|Revenue ||31.66 |
|Total R & D Expenditure ||44.80 |
|Total Turnover ||118967.45 |
|Total R & D Expenditure as a Percentage of total turnover ||0.04 |
C. Foreign exchange earnings and outgo:
i. Export Activities: During the year under review the Company has made Import/Exportas given in (ii) below.
ii. Foreign Exchange Earnings and Outgo:
( Rs. In lakhs)
|Total Foreign Exchange Inflow ||50066.20 |
|Total Foreign Exchange outflow ||84877.68 |
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.
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.
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 25 2018 ||Amirali E. Rayani |
|Place : Mumbai ||Chairman |
| ||DIN:00002616 |