Directors Report of Panama Petrochem Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the FORTY THIRD Annual Report of the Company together with the Audited Financial
Statements for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

Particulars	Standalone		Consolidated
	Financial Year 2024-25	Financial Year 2023-24	Financial Year 2024-25	Financial Year 2023-24
Revenue from operations	1,775.72 1,724.92		2,792.89 2,356.74
Other income	11.94 11.27		12.28 14.48
Total income	1,787.66	1,736.19	2,805.17	2,371.22
Expenses
Operating expenditure	1,607.28 1,535.97		2,546.26 2,102.66
Depreciation and amortization expense	7.96 6.63		12.37 9.83
Total expenses	1,615.24	1,542.60	2,558.63	2,112.49
Profit before finance costs, exceptional item and tax	172.42 193.59		246.54 258.73
Finance costs	14.48	16.72	18.16	17.96
Profit before exceptional item and tax	157.94	176.87	228.38	240.77
Exceptional item - - - -
Provision towards legal claim	-	-	-	-
Profit before tax	157.94	176.87	228.38	240.77
Tax expense 41.35 45.62 41.35 45.62
Profit for the year	116.59	131.25	187.03	195.15
Opening balance of retained earnings	741.03	658.10	962.66	821.92
Closing balance of retained earnings	821.32	741.03	1,106.55	962.66

OPERATIONAL PERFORMANCE

• Earnings before Interest, Depreciation, and Tax &
Amortization (EBIDTA) on a standalone basis for F.Y. 2024¬
25 was H 180.38 Cr., which has resulted in a decrease of
9.91 % in comparison with the previous year''s EBIDTA.

• The Net profit after tax for F.Y.2024-25 was H 116.59 Cr,
as against H 131.25 Cr. in the previous year, resulting in
11.17 % decrease.

• The Company''s standalone revenue from operations for F.Y.
2024-25 was H 1,775.72 Cr. which is an increase of 2.95%
over the previous year''s revenue.

• Additionally, the consolidated revenue from operations
of the Company for the year ended March 31, 2025
was H 2,792.89 Cr. which has increased by 18.51% on a
Year on Year basis.

• Net Profit of the Company on a consolidated basis was
H 187.03 Cr. which has decreased by 4.16% as that of
the previous year.

• EPS on standalone basis is H 19.27 as against H 21.70 in the
previous year.

• Furthermore, EPS on consolidated basis is H 30.92
from H 32.26

DIVIDEND

The Board of Directors at its meeting held on May 26, 2025, has
recommended payment of H 3/- (150%) per equity share of the
face value of H 2/- each as final dividend for the financial year
ended March 31,2025. The payment of final dividend is subject to
the approval of the shareholders at the ensuing Annual General
Meeting (AGM) of the Company.

During the year under review, the Board of Directors of the
Company at its meeting held on November 12, 2024, declared
an Interim dividend of H 2/- (100%) per equity share of H 2/-
each. The total dividend amount for the financial year 2024-25,
including the proposed final dividend, amounts to H 5/- (250%)
per equity share of the face value of H 2/- each.

The interim Dividend paid and final dividend declared is in
compliance with the Dividend Distribution Policy of the Company.

The dividend payout ratio of the Company for the year under
review is 16.17%. The total outflow towards dividend on Equity
Shares for the year would be H 30.25 Cr.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''Listing Regulations''), the Board of Directors

of the Company has in place a Dividend Distribution Policy
which aims to maintain a balance between profit retention
and a fair, sustainable and consistent distribution of profits
among its Members. The said Policy is available on the website
of the Company:

http://panamapetro.com/wp-content/uploads/2021/08/ddp-web.pdf

TRANSFER TO RESERVES

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

CREDIT RATING

Based on the financial and operational performance of the
Company for the year under review, CARE Ratings Limited has
reaffirmed the rating on Long Term Bank Facilities to ''CARE A ;
Stable'' and on Short Term Bank Facilities to CARE A1 .

ICRA Ratings Limited has reaffirmed its rating on fund based
bank facilities to [ICRA]A (Stable) and on non-fund based bank
facilities to [ICRA]A1

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2025 was
H 12.10 Cr. During the year under review, the Company has not
issued any shares. The Company has not issued shares with
differential voting rights. It has neither issued employee stock
options nor sweat equity shares and does not have 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 of the Company between the end
of the financial year and the date of this report. There has been
no change in the nature of business of the Company.

SUBSIDIARY COMPANIES AND CONSOLIDATED
FINANCIAL STATEMENTS

As on March 31, 2025, your Company has only one subsidiary,
Panol Industries RMC FZE, UAE which is registered outside India.

The Consolidated Financial Statements of the Company and its
subsidiary are prepared in accordance with the Indian Accounting
Standards notified under the Companies (Indian Accounting
Standards) Rules, 2015 (''IND AS'').

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

The Company has adopted a Policy for determining Material
Subsidiaries in terms of Regulation 16(1 ](c) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''Listing Regulations'').

The Policy, as approved by the Board, is uploaded on the
Company''s website:

https://panamapetro.com/old-site/wp-content/

uploads/2015/12/msp.pdf

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

PERFORMANCE AND FINANCIAL POSITION OF PANOL
INDUSTRIES RMC FZE

Net sales of Panol Industries RMC FZE have increased from
H 631.82 Cr. in the previous year to H 1,017.17 Cr. during FY 2024¬
25. Net profit during the period has increased by 10.24% to H 70.44
Cr, as compared to a net profit of H 63.90 Cr. in the previous year.

During the year under review, Panol Industries RMC FZE, has
transferred H 6.84 Cr. in General Reserve out of retained earnings.

Panol Industries RMC FZE, UAE, is a wholly owned subsidiary of
the Company. The Company has a manufacturing facility in Ras
Al Khaimah (UAE) with the objective of manufacturing petroleum
specialty products to cater to the GCC & MENA regions.

There has been no material change in the nature of the business
of the subsidiary. There are no associates or joint venture
companies within the meaning of Section 2(6) of the Companies
Act, 2013 ("Act”).

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

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

RELATED PARTY TRANSACTIONS

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

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

No person or entity belonging to the promoter/promoter
group, holds 10% or more shareholding in the Company, hence
disclosure of transactions entered into with any such persons/
entities is not applicable to the Company.

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 are planned/

repetitive in nature. Related Party Transactions entered into
pursuant to omnibus approval so granted are placed before the
Audit Committee for its review on a quarterly basis, specifying
the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy.
The Policy, as approved by the Board, is uploaded on the
Company''s website at the web link:

https://panamapetro.com/otd-site/wp-content/uptoads/

2022/04/Retated-Partv-Transaction-Poticv.pdf

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

RISK MANAGEMENT

Risks being uncertain events that materially impact the
organizational objectives. They are inherent in att business
activities and must be batanced white assessing returns.
Successfully managing risks is therefore the key to achieving
Company objectives and ensuring long-term sustainable growth
of the Business. With this in mind and in accordance with the
provisions of the Act and Regulation 21 of the Listing Regulations
your Company has constituted a Risk Management Committee
which has been entrusted with the responsibitity to assist
the Board in (a) approving the Company''s Risk Management
Framework and (b) Overseeing att the risks that the organization
faces such as strategic, financiat, tiquidity, security, regutatory,
tegat, and other risks that have been identified and assessed to
ensure that there is a sound Risk Management Poticy in ptace to
address such concerns / risks. The Risk Management process
covers risk identification, assessment, anatysis and mitigation.
The Audit Committee has additionat oversight in the area of
financiat risks and controts.

The Company has adopted a Risk Management Poticy in
accordance with the provisions of the Act and Regutation 21 of
the Listing Regutations.

DIRECTORS

As on March 31, 2025, your Company''s Board comprised of
8 Directors with considerabte experience in their respective
fietds. 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 Artictes of Association, Mr. Samir Rayani
(DIN: 00002674), Director retires by rotation and, being etigibte
offers himsetf for re-appointment. The Board recommends his
re-appointment for the consideration of the Members of the
Company at the forthcoming Annuat Generat Meeting.

Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors, at its
meeting hetd on May 26, 2025, has, subject to the approvat of
the sharehotders of the Company at the ensuing Annuat Generat

Meeting, approved the re-appointment of Mr. Hussein Rayani as
Joint Managing Director of the Company for a period of Five(5)
consecutive years commencing from October 31,2025.

Ms. Nargis Kabani, Independent Director of the Company ceased
to be the Director of the Company upon comptetion of her finat
term on ctose of business hours on February 12, 2025.

The Company ptaces on record its deep appreciation for
the contributions made by her during her association
with the Company.

Members at the 42nd Annuat Generat Meeting of the Company
hetd on August 29, 2024, had approved the appointment of Ms.
Atmas Nanda as Independent Director of the Company, to hotd
office for a term of Five (5) consecutive years.

Mr. Amirati Rayani (DIN:00002616) witt step down from the
position of Chairman of the Company, effective from the ctose
of business hours on Juty 31, 2025. He witt, however, continue
to serve as a member of the Board. Accordingty, Mr. Arif Rayani,
Executive Director, (DIN: 00245647), has been re-designated as
the Chairman of the Company and the Board, with effect from
August 01,2025.

Brief profite of the directors seeking appointment/re-
appointment have been given in the Notice convening this Annuat
Generat Meeting.

The Company has received disctosures from att the Directors
of the Company as mandated under Section 164(2) and Section
184(1) of the Companies Act, 2013. Additionatty, the Independent
Directors of the Company have submitted dectarations confirming
that they meet with the criteria of Independence as prescribed
both under sub-section (6) of Section 149 of the Companies Act,
2013 and Regutation 16(1)(b) of the Listing Regutations.

The Board of Directors, based on the dectaration(s) received
from the Independent Directors, have verified the veracity of
such disctosures and confirm that the Independent Directors
futfit the conditions of independence specified in the Listing
Regutations and the Act and are independent of the Management
of the Company.

In the opinion of the Board, att the Independent Director are
persons possessing attributes of integrity, expertise and
experience (inctuding proficiency) as required under the
appticabte taws, rutes and regutations.

The Company has issued tetters of appointment/ reappointment
to Independent Directors in the manner as provided under
Companies Act, 2013. The terms and conditions of the said
appointment are hosted on website of the Company.

The Board is of the opinion that the Independent Directors of
the Company hotd highest standards of integrity and possess
requisite quatifications, experience and expertise in the fietds
of science and technotogy, human resources, strategy, auditing,
corporate governance, etc.

The Independent Directors of the Company have inctuded their
names in the data bank of Independent Directors maintained

with the Indian Institute of Corporate Affairs 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, the
Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability
to discharge their duties.

During the year under review, the non-executive directors of
the Company had no pecuniary relationship or transactions
with the Company.

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

APPOINTMENTS/RESIGNATIONS OF THE KEY
MANAGERIAL PERSONNEL

No Key Managerial Personnel of the Company has resigned or
has been appointed during the Financial Year 2024-25.

BOARD AND COMMITTEE MEETINGS

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

The Audit Committee of the Company as constituted by the
Board is headed by Mr. Ashok Mukhi with Mr. Samir Rayani and
Mr. Kumar Raju Nandimandalam as Members.

There have not been any instances during the year when
recommendations of the Audit Committee were not
accepted by the Board.

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

PROCEDURE FOR NOMINATION AND APPOINTMENT
OF DIRECTOR

The Nomination and Remuneration Committee is responsible
for developing competency requirements for the Board based
on the industry and strategy of the Company. Board composition
analysis reflects in-depth understanding of the Company,
including its strategies, environment, operations, financial
condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap
analysis to refresh the Board on a periodic basis, including each
time a Director''s appointment or re-appointment is required.
The Committee is also responsible for reviewing and vetting
the resume of potential candidates vis-a-vis the required
competencies and meeting potential candidates, prior to making
recommendations of their nomination to the Board. At the time

of appointment, specific requirements for the position, including
expert knowledge expected, is communicated to the appointee.

CRITERIA FOR DETERMINING QUALIFICATIONS,
POSITIVE ATTRIBUTES AND INDEPENDENCE OF A
DIRECTOR

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

Independence: In accordance with the above criteria, a
Director will be considered 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 that encourages diversity of thought, experience,
knowledge, perspective, and gender. It is also ensured that
the Board has an appropriate blend of functional and industry
expertise. While recommending the appointment of a Director,
the Nomination and Remuneration Committee considers
the manner in which the function and domain expertise of
the individual will contribute to the overall skill-domain
mix of the Board.

Positive Attributes: In addition to the duties as prescribed
under the Companies Act, 2013, the Directors on the Board of
the Company are also expected to demonstrate high standards
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.

GOVERNANCE GUIDELINES

The Company has adopted Governance Guidelines on Board
Effectiveness. The Governance Guidelines encompasses aspects
relating to composition and role of the Board, Chairman and
Directors, Board Diversity, Definition of Independence, Term of
Directors, and Committees of the Board. It also covers aspects
relating to Nomination, Appointment, Induction and Development
of Directors, Director''s Remuneration, Subsidiary oversight,
Code of Conduct, Board Effectiveness Review and Mandates of
Board Committees.

ANNUAL EVALUATION OF BOARD PERFORMANCE
AND PERFORMANCE OF ITS COMMITTEES AND OF
DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and
Listing Regulations, the Board has carried out annual evaluation
of its own performance, performance of the Directors as well as
the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined
the evaluation criteria, procedure and time schedule for the

Performance Evaluation process for the Board, its Committees
and Directors.

The Board''s functioning was evaluated on various aspects,
including inter alia structure of the Board, qualifications,
experience and competency of Directors, diversity in Board
and process of appointment; Meetings of the Board, including
regularity and frequency, agenda, discussion and dissemination
of information; functions of the Board, including strategy
and performance evaluation, corporate culture and values,
governance and compliance, evaluation of risks, grievance
redressal for investors, stakeholder value and responsibility,
conflict of interest, review of Board evaluation and facilitating
Independent Directors to perform their role effectively; evaluation
of management''s performance and feedback, independence of
management from the Board, access of Board and management
to each other, succession plan and professional development;
degree of fulfillment of key responsibilities, establishment and
delineation of responsibilities to Committees, effectiveness of
Board processes, functioning 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/Committee
Meetings. In addition, the Chairman was also evaluated on key
aspects of his role, including setting of the strategic agenda
of the Board, encouraging active engagement by all Board
members, motivating and providing guidance to the Managing
Director & CEO.

Areas on which the Committees of the Board were assessed
included degree of fulfillment of key responsibilities, adequacy
of Committee composition and effectiveness of meetings. The
performance evaluation of the Independent Directors was
carried out by the entire Board, excluding the Director being
evaluated. The performance evaluation of the Chairman and the
Non-Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the Board as
a whole. The Nomination and Remuneration Committee 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, as appropriate. Significant
highlights, learning and action points with respect to the
evaluation were presented to the Board on regular intervals.

The above criteria are broadly based on the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board
of India on January 5, 2017.

REMUNERATION POLICY

Your Company has adopted a Remuneration Policy for the
Directors, Key Managerial Personnel and Senior Management,
pursuant to the provisions of the Act and Listing Regulations.

The philosophy for remuneration of Directors, Key Managerial
Personnel of 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 remuneration policy can be accessed at:

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

Nomination-and-Remuneration-policy.pdf

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

(i) The level and composition of remuneration is reasonable
and sufficient to attract, retain and motivate Directors to
perform in a manner of the quality required to run the
Company successfully;

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

(iii) Remuneration to Directors, Key Managerial Personnel
and Senior Management involves a balance between
fixed and incentive pay reflecting short and long-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 of India Limited. The Company has paid
the listing fees for the financial year 2024-2025.

CORPORATE GOVERNANCE

Your Company has implemented all the mandatory requirements
pursuant to Listing Regulations. A separate report on Corporate
Governance is given as a part of the Annual Report 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 review, 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 to financial statements. Your Company has
adopted the policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to
the Company''s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy

and completeness of the accounting records and the timely
preparation of reliable financial disclosures.

The Audit Committee has satisfied itself on the adequacy and
effectiveness of the internal financial control systems laid down
by the management. The Statutory Auditors have confirmed
the adequacy of the internal financial control systems over
financial reporting.

CORPORATE SOCIAL RESPONSIBILITY

As an integral part of our commitment to good corporate
citizenship, your Company strongly believes in adopting
steps to improve the quality of life of the people in the
communities around us.

Founded on the philosophy that society is not just another
stakeholder in its business, but the prime purpose of it, the
Company, across its various operations is committed to making
a positive contribution towards achieving long-term stakeholder
value creation.

As the operations have expanded, your Company has retained a
collective focus on the various areas of corporate sustainability
that impact people, environment and the society at large.

The Company has adopted a Corporate Social Responsibility
(CSR) Policy in compliance with the provisions of the Companies
Act, 2013. As part of its CSR initiatives, the 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 spent H 4.32 Cr. towards the CSR projects
during the current Financial Year 2024-25.

A brief outline of the CSR policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are
set out in Annexure B of this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014.
For other details regarding the CSR Committee, please refer to
the Corporate Governance Report, which is a part of this report.

POLICY ON PREVENTION, PROHIBITION AND

REDRESSAL OF SEXUAL HARASSMENT AT

WORKPLACE

The Company has zero tolerance for sexual harassment at
workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at the Workplace, in line
with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules made there under. With the objective of ensuring
a safe working environment, where employees feel secure, the
said Policy aims to provide protection to all its employees at the
workplace and redress complaints of sexual harassment and for
matters connected or incidental thereto. The Company has also
constituted an Internal Complaints Committee, to deal with the
complaints of sexual harassment and recommend appropriate
action there upon.

The Company has not received any complaint of sexual
harassment during the financial year 2024-25.

TRANSFER TO THE INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act,
2013, the amounts of dividend remaining unpaid or unclaimed
for a period of seven years from the date of its transfer to the
unpaid dividend account of the Company, are required to be
transferred to the 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 2016-2017 has been transferred to IEPF. Members who have
not yet encashed their dividend warrant(s) for the financial year
ended March 31, 2018 and for any subsequent financial years,
are requested to make their claims to the Company without any
delay, to avoid transfer of their dividend / shares to the Fund/
IEPF Demat Account.

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

Members/claimants whose shares, unclaimed dividend, have
been transferred to the IEPF Demat Account or the Fund, as the
case may be, may claim the shares or apply for refund by making
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.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide
a formal mechanism to the Directors, employees and other
stakeholders of the Company, to report their concerns about
unethical behavior, actual or suspected fraud or violation of the
Company''s Code of Conduct or ethics policy. The Policy provides
for adequate safeguards against victimization who avail the
mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the
Company have been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

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

AUDITORS

• STATUTORY AUDITORS

Pursuant to Sections 139 & 142 of the Companies Act, 2013,
and the Rules made thereunder, JMR & Associates LLP,

Chartered Accountants, (Firm Registration No.106912W/
W100300) Mumbai, was appointed as Statutory Auditors
of the Company to hold office for a period of Five (5)
consecutive years from the conclusion of the Annual
General Meeting (AGM) held in 2020 until the conclusion of
the Annual General Meeting to be held in the year 2025.

JMR & Associates LLP, Chartered Accountants (Firm
Registration No. 106912W/W100300) the Statutory Auditors
of the Company,wiUhotd office till the conclusion of the Annual
General Meeting of the Company to be held in the year 2025.
The Board has recommended the re-appointment of JMR
& Associates LLP, Chartered Accountants as the Statutory
Auditors of the Company, for a second term of Five (5)
consecutive years, from the conclusion of the Annual
General Meeting scheduled to be held in the year 2025 till
the conclusion of the Annual General Meeting to be held in
the year 2030, for approval of shareholders of the Company,
based on the recommendation of the Audit Committee.

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,
2025 on 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 the Central Government under sub-section (1)
of Section 148 of the Act, read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from time to
time, and accordingly such accounts and records are made
and maintained in the prescribed manner.

Based on the Audit Committee recommendation at its
meeting held on May 26, 2025, GMVP & Associates LLP
(LLPIN:-AAG-7360) has been appointed by the Board as the
Cost Auditors of the Company for conducting an audit of the
cost accounting records of the Company for the financial
year commencing from April 01,2025 to March 31, 2026.

A Certificate from GMVP & Associates LLP, has been
received, confirming that they are free from the
disqualifications, as specified in the provisions of Section
141 of the Act and Rules framed thereunder.

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

• SECRETARIAL AUDITOR

The Secretarial Audit Report issued by M/s Milind Nirkhe
& Associates, Company Secretaries, for F.Y. 2024-2025

is annexed as Annexure C to this Report. The Secretarial
Audit Report for the financial year ended March 31, 2025
does not contain any qualification, reservation, adverse
remark or disclaimer.

Further, pursuant to the provisions of Regulation 24A and
other applicable provisions of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, read
with Section 204 of the Companies Act, 2013 and Rule 9
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee
and the Board of Directors, at their respective meetings
held on May 26, 2025, have recommended the appointment
of M/s. Milind Nirkhe & Associates, a proprietorship firm
(Firm Registration No. S1992MH790200), as the Secretarial
Auditor of the Company, for a term of up to Five (5)
consecutive financial years, commencing from F.Y. 2025-26
up to F.Y. 2029-30, for the approval of the Members at the
ensuing Annual General Meeting .

M/s. Milind Nirkhe & Associates, a proprietorship firm
(Firm Registration No. S1992MH790200), have confirmed
that their appointment, if made, will comply with the
eligibility criteria in terms of SEBI Listing Regulations.
Further, the Secretarial Auditor has confirmed that he
has subjected to Peer Review process by the Institute of
Company Secretaries of India ("ICSI") and holds valid
certificate issued by the Peer Review Board of ICSI.

A detailed proposal for appointment of Secretarial auditor forms
part of the Notice convening this AGM.

SECRETARIAL STANDARDS OF ICSI

The Company complies with all applicable secretarial standards
issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost
Auditors and Secretarial Auditor have not reported to the Audit
Committee, any instances of frauds committed in the Company,
by any of its Officers or Employees, under Section 143(12) of the
Companies Act, 2013.

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 and is consistently
making sincere efforts towards conservation of energy. The
Company is in fact engaged in the continuous process of
further energy conservation through improved operational
and maintenance practices.

The Company has taken adequate actions to conserve
the energy by introducing technically improved blending
system resulting in reduction of process time.

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

Aligned with the Company''s dedication to energy
conservation, all plants continue to focus on
enhancing energy efficiency through innovative
measures, minimizing wastage, and optimizing
consumption. Below are some initiatives undertaken
by the Company in this regard:

1. The Company has enhanced its conventional
mixing technology, leading to significant
energy savings.

2. Automation upgrades in the Company''s
processes have resulted in considerable energy
conservation in comparison to previous practices.

3. Installation of solar power systems has
contributed significantly to reducing overall
energy consumption.

4. Various measures have been implemented at
the Company''s plants to optimize energy usage.

5. Deployment of energy-efficient motors and solar
installations aims to maximize power utilization
while reducing environmental impact.

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

In addition to various initiatives around energy
efficiencies, the Company is also focused on
renewable sources of energy. Various steps have been
taken for utilizing alternate sources of energy.

(iii) Capital Investment on Energy Conservation
Equipment:

During the year, the Company has invested in various
energy conservation equipment, which included,
various energy efficient electric motors. The Company
has also installed power efficient material handling
and flowing system which has played a major role in
energy saving. The Company has also improved its
thermo packs to get better fuel efficiency and lower
emission stack.

B. Technology Absorption:

(i) Efforts made towards Technology Absorption:

Technology serves as a pivotal enabler and core
facilitator, representing one of the strategic pillars
of the Company. From the outset, your Company has
remained at the forefront of harnessing technology
to enhance the quality of the products and services
offered to our customers.

Our Ankleshwar Plant hosts a state-of-the-art
R&D Centre, playing a pivotal role in numerous

breakthroughs in product development. This facility
boasts modern testing and analytical equipment and
is staffed by a team of highly qualified technocrats.
Our robust R&D capabilities, has empowered us to
develop new products of superior quality and also
assist in research for import substitution, energy
conservation and control of pollution.

Furthermore, our commitment to R&D extends
towards endeavors such as research for import
substitution, energy conservation, and pollution
control. Our technical center has successfully
engineered a range of innovative products adhering to
international quality standards, designed to minimize
environmental impact.

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

Technology has played a major role in ensuring
high level of service delivery and has been a true
strategic partner. The Company has derived many
benefits from R&D and technology absorption which
includes product development, product improvement
& effective cost management.

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

(a) the details of technology imported: The Company
has not imported any 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 place, and the reasons thereof:
Not Applicable

Expenditure on research & development

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

| Particulars	| J in Cr.)
Capital	0.00
Revenue	0.00
Total R&D Expenditure	0.00
Total Turnover	1,775.72
Total R&D Expenditure as a Percentage of total turnover	0.00%

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:

J in Cr.)
Total Foreign Exchange Inflow	536.26
Total Foreign Exchange Outflow	1,075.83

PARTICULARS OF EMPLOYEES

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31, 2025 is available on the
Company''s website at http://panamapetro.com/annuaL-return/

AUDITORS'' REPORT

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT,
BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion and AnaLysis Report, the
Business ResponsibiLity & SustainabiLity Report and the Report
on Corporate Governance, as required under the Listing
Regulations, forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) and 134(5) of
the Companies Act, 2013, and to the best of their knowLedge
and beLief and according to the information and expLanations
obtained by them and same as mentioned eLsewhere in this
Report, the attached AnnuaL Accounts and the Auditors'' Report
thereon, your Directors confirm that:

(i) in the preparation of the annuaL accounts, the appLicabLe
accounting standards have been foLLowed and that there
are no materiaL departures;

(ii) they have seLected such accounting poLicies and appLied
them consistentLy and made judgments and estimates
that are reasonabLe and prudent, so as to give a true and
fair view of the state of affairs of the Company at the end
of the financiaL year and of the profit of the Company
for that period;

(iii) they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act, for safeguarding the 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 by the Company and that such internaL financiaL
controLs are adequate and are operating effectiveLy;

(vi) they have devised proper systems to ensure compLiance
with the provisions of aLL appLicabLe Laws and that such
systems are adequate and operating effectiveLy.

ACKNOWLEDGEMENT

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

By Order of the Board of Directors
For Panama Petrochem Limited

Amirali E. Rayani

Date: May 26, 2025 Chairman

Place: Mumbai DIN:00002616

---

Mar 31, 2024

Your Directors have pleasure in presenting the FORTY SECOND Annual Report of the Company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

	Standalone		Consolidated
Name of the company	Financial Year	Financial Year	Financial Year	Financial Year
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	1,724.92	1,708.24	2,356.74	2,248.72
Other income	11.27	6.22	14.48	6.58
Total income	1,736.19	1,714.46	2,371.22	2,255.30
Expenses
Operating expenditure	1,535.97	1,456.11	2,102.66	1,939.75
Depreciation and amortization expense	6.63	6.10	9.83	9.43
Total expenses	1,542.60	1,462.21	2,112.49	1,949.18
Profit before finance costs, exceptional item and tax	193.59	252.25	258.73	306.12
Finance costs	16.72	10.10	17.96	11.57
Profit before exceptional item and tax	176.87	242.15	240.77	294.55
Exceptional item	-	-	-	-
Provision towards legal claim	-	-	-	-
Profit before tax	176.87	242.15	240.77	294.55
Tax expense	45.62	61.58	45.62	61.58
Profit for the year	131.25	180.57	195.15	232.97
Opening balance of retained earnings	658.10	531.97	821.92	648.63
Closing balance of retained earnings	741.03	658.10	962.66	821.92

OPERATIONAL PERFORMANCE

• Earnings before Interest, Depreciation, and Tax & Amortization (EBIDTA) on a standalone basis for F.Y. 202324 was H 200.22 Crore, which has resulted in a decrease of 22.50 % in comparison with the previous year''s EBIDTA.

• The Net profit after tax for F.Y.2023-24 was H 131.25 Crore, as against H180.57 Crore in the previous year, resulting in 27.31 % decrease.

• The Company''s standalone revenue from operations for F.Y. 2023-24 was H 1,724.92 Crore which is an increase of 0.98% over the previous year''s revenue.

• Additionally, the consolidated revenue from operations of the Company for the year ended March 31, 2024 was H 2,356.74 Crore which has increased by 4.80% on a Year on Year basis.

• Net Profit of the Company on a consolidated basis was H 195.15 Crore which has decreased by 16.23% as that of the previous year.

• EPS on standalone basis is H 21.70 as against H 29.85 in the previous year.

• Furthermore, EPS on consolidated basis is H 32.26 from H 38.51

DIVIDEND

The Board of Directors at its meeting held on May 27, 2024, has recommended payment of H 4/- (200%) per equity share of the face value of H 2/- each as final dividend for the financial year ended March 31,2024. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

During the year under review, the Board of Directors of the Company at its meeting held on November 08, 2023, declared an Interim dividend of H 3/- (150%) per equity share of H 2/-each. The total dividend amount for the financial year 2023-24, including the proposed final dividend, amounts to 7/- (350%) per equity share of the face value of H 2/- each.

The dividend payout ratio of the Company for the year under review is 21.70% The total outflow towards dividend on Equity Shares for the year would be H 30.25 Crore

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Board of Directors of the Company has in place a Dividend Distribution Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its Members. The said Policy is available on the

website of the Company: http://panamapetro.com/wp-content/ uptoads/2021/08/ddp-web.pdf

TRANSFER TO RESERVES

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

CREDIT RATING

Based on the financial and operational performance of the Company for the year under review, CARE Ratings Limited has reaffirmed the rating on Long Term Bank Facilities to ''CARE A ; Stable'' and upgraded the rating on Short Term Bank Facilities to CARE A1 from CARE A1.

ICRA Ratings Limited has reaffirmed its rating on fund based bank facilities to [ICRA]A (Stabte) and on non-fund based bank facilities to [ICRA]A1

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2024 was H 12.10 Crore. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have 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 of the Company between the end of the financial year and the date of this report. There has been no change in the nature of business of the Company.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2024 your Company has only one subsidiary, PanoL Industries RMC FZE, UAE which is registered outside India.

The Consolidated Financial Statements of the Company and its subsidiary are prepared in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (''Ind AS'').

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

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1](c) of the Securities and Exchange Board of India (Listing Obligations and 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/ uptoads/2015/12/msp.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PERFORMANCE AND FINANCIAL POSITION OF PANOL INDUSTRIES RMC FZE

Net sales of PanoL Industries RMC FZE have increased from H 540.48 Crore in the previous year to H 631.82 Crore during FY 2023-24. Net profit during the period has increased by 21.92% to H 63.90 Crore., as compared to a net profit of H 52.41 Crore in the previous year.

During the year under review, PanoL Industries RMC FZE, has transferred H 6.09 Crore in General Reserve out of retained earnings.

PanoL Industries RMC FZE, UAE, is a wholly owned subsidiary of the Company. The Company has a manufacturing facility in Ras AL Khaimah (UAE) with the objective of manufacturing petroleum specialty products to cater to the GCC & MENA regions.

There has been no material change in the nature of the business of the subsidiary. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act”).

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

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

RELATED PARTY TRANSACTIONS

ALL Related Party Transactions that were entered into during the financial year were on an arm''s Length basis, in the ordinary course of business and were in compLiance with the appLicabLe provisions of the Act and the Listing ReguLations.

No materiaL ReLated Party Transactions were entered during the financiaL year by the Company. AccordingLy, the discLosure of Related Party Transactions, as required under Section 134(3)(h) of the Act in Form AOC-2 is not appLicabLe to the Company and hence not provided.

No person or entity belonging to the promoter/promoter group, hoLds 10% or more sharehoLding in the Company, hence discLosure of transactions entered into with any such persons/ entities is not appLicabLe to the Company.

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 are pLanned/ repetitive in nature. Related Party Transactions entered into pursuant to omnibus approvaL so granted are pLaced before the

Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s website at the web link:http://panamapetro.com/wp-content/uptoads/2022/04/Retated-Partv-Transaction-Poticv.pdf

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

RISK MANAGEMENT

Risks being uncertain events that materially impact the organizational objectives. They are inherent in all business activities and must be balanced while assessing returns. Successfully managing risks is therefore the key to achieving Company objectives and ensuring long-term sustainable growth of the Business. With this in mind and in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations your Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Company''s Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns/risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. The Audit Committee has additional oversight in the area of financial risks and controls.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations.

DIRECTORS

As on March 31, 2024, your Company''s Board comprised of 10 Directors with considerable experience in their respective fields. Of these, 4 are Executive Directors and 6 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 Articles of Association, Mr. Amirali Rayani (DIN:00002616), Director retires by rotation and, being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the forthcoming Annual General Meeting.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on May 27, 2024, considered and recommended to the shareholders the appointment of Ms. Almas Nanda (DIN: 05329210), as an Independent Director of the Company, at its forthcoming Annual General Meeting, to hold office for a term of 5 (Five) consecutive years commencing from February 13, 2025. Ms. Almas Nanda, based on the requisite

declarations and disclosures submitted to the Board and the NRC Committee of the Company, meets the criteria of directorship and Independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Ms. Almas Nanda is not debarred from holding the office of Director by virtue of any order passed by SEBI or any other authority.

Mr. Madan Mohan Jain and Mr. Mukesh Mehta, Independent Directors of the Company ceased to be the Directors of the Company upon completion of their final term on March 31,2024.

The company places on record their deep appreciation for the contributions made by them during their association with the Company.

Members at the 41st Annual General Meeting of the Company held on August 29, 2023 had approved the appointment of Mr. Arif Rayani as the Whole-time Director of the Company for a period five (5) consecutive years and Mr. Ashok Mukhi and Mr. Arvind Shah as Independent Directors of the Company, to hold office for a term of five (5) consecutive years, upto July 31,2028.

Mr. Amin Rayani, Managing Director and CEO, resigned from the directorship of the Company, consequently, Mr. Samir Rayani was re-designated as the Managing Director and CEO of the Company effective October 01,2023.

Brief profile of the directors seeking appointment/re-appointment have been given in the Notice convening this Annual General Meeting.

The Company has received disclosures from all the Directors of the Company as mandated under Section 164(2) and Section 184(1) of the Companies Act, 2013. Additionally, the Independent Directors of the Company have submitted declarations confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

The Board of Directors, based on the declaration(s) received from the Independent Directors, have verified the veracity of such disclosures and confirm that the Independent Directors fulfil the conditions of independence specified in the Listing Regulations and the Act and are independent of the Management of the Company.

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

The Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs 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, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

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

APPOINTMENTS/RESIGNATIONS OF THE KEY MANAGERIAL PERSONNEL

Mr. Amin Rayani, Managing Director and CEO, resigned from the directorship of the Company, consequently, Mr. Samir Rayani was re-designated as the Managing Director and CEO of the Company effective October 01,2023.

Members at the 41st Annual General Meeting of the Company held on August 29, 2023 had approved the appointment of Mr. Arif Rayani as the Whole-time Director of the Company.

No other Key Managerial Personnel of the Company has resigned or has been appointed during the Financial Year 2023-24.

BOARD AND COMMITTEE MEETINGS

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

The Audit Committee of the Company as constituted by the Board was headed by Mr. Madan Mohan Jain with Mr. Samir Rayani and Mr. Mukesh Mehta as Members.

Mr. Madan Mohan Jain and Mr. Mukesh Mehta, ceased to be the Directors of the Company upon completion of their final term on March 31, 2024, as a result the Company appointed Mr. Ashok Mukhi as Chairman of the committee and Mr. Kumar Raju Nandimandalam was inducted as a member of the committee w.e.f. April 01,2024.

There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

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

PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTOR:

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required.

The Committee is also responsible for reviewing and vetting the resume of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR:

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

Independence: In accordance with the above criteria, a Director will be considered 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 that encourages diversity of thought, experience, knowledge, perspective, and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Companies Act, 2013, the Directors on the Board of the Company are also expected to demonstrate high standards 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.

GOVERNANCE GUIDELINES

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines encompasses aspects relating to composition and role of the Board, Chairman and Directors, Board Diversity, Definition of Independence, Term of Directors, and Committees of the Board. It also covers aspects relating to Nomination, Appointment, Induction and Development of Directors, Director''s Remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

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

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter alia structure of the Board, qualifications, experience and competency of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressal for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management''s performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, functioning 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/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting of the strategic agenda of the Board, encouraging active engagement by all Board members, motivating and providing guidance to the Managing Director & CEO.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee 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, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board on regular intervals.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

REMUNERATION POLICY

Your Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and Senior Management, pursuant to the provisions of the Act and Listing Regulations.

The philosophy for remuneration of Directors, Key Managerial Personnel of 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 remuneration policy can be accessed at: http:// panamapetro.com/wp-content/uploads/2015/12/Nomination-and-Remuneration-policy.pdf

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

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors to perform in a manner of the quality required to run the Company successfully;

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

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-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 of India Limited. The Company has paid the listing fees for the financial year 2023-2024. The GDRs of the Company are listed on Luxembourg Stock Exchange.

CORPORATE GOVERNANCE

Your Company has implemented all the mandatory requirements pursuant to Listing Regulations. A separate report on Corporate Governance is given as a part of the Annual Report 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 review, 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 to financial statements. Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness

of the accounting records and the timely preparation of reliable financial disclosures.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

CORPORATE SOCIAL RESPONSIBILITY

As an integral part of our commitment to good corporate citizenship, your Company strongly believes in adopting steps to improve the quality of life of the people in the communities around us.

Founded on the philosophy that society is not just another stakeholder in its business, but the prime purpose of it, the Company, across its various operations is committed to making a positive contribution towards achieving long-term stakeholder value creation.

As the operations have expanded, your Company has retained a collective focus on the various areas of corporate sustainability that impact people, environment and the society at large.

The Company has adopted a Corporate Social Responsibility (CSR) Policy in compliance with the provisions of the Companies Act, 2013. As part of its CSR initiatives, the 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 spent H 4.30 Crore towards the CSR projects during the current Financial Year 2023-24.

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

POLICY ON PREVENTION, PROHIBITION AND

REDRESSAL OF SEXUAL HARASSMENT AT

WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. With the objective of ensuring a safe working environment, where employees feel secure, the said Policy aims to provide protection to all its employees at the workplace and redress complaints of sexual harassment and for matters connected or incidental thereto. The Company has also constituted an Internal Complaints Committee, to deal with the complaints of sexual harassment and recommend appropriate action there upon.

The Company has not received any complaint of sexual harassment during the financial year 2023-24.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, the amounts of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the unpaid dividend account of the Company, are required to be transferred to the 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 2015-2016 has been transferred to IEPF. Members who have not yet encashed their dividend warrant(s) for the financial year ended March 31,2017 and for any subsequent financial years, are requested to make their claims to the Company without any delay, to avoid transfer of their dividend/shares to the Fund/IEPF Demat Account.

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

Members/claimants whose shares, unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making 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.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors, employees and other stakeholders of the Company, to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS

• STATUTORY AUDITORS

Pursuant to Sections 139 & 142 of the Companies Act, 2013, and the Rules made thereunder, JMR & Associates LLP, Chartered Accountants, (Registration No.106912W/ W100300) Mumbai, was appointed as Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of the Annual General Meeting (AGM) held in 2020 until the conclusion of the Annual General 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, 2024 on 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 the Central Government under sub-section (1) of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, and accordingly such accounts and records are made and maintained in the prescribed manner.

Based on the Audit Committee recommendation at its meeting held on May 27, 2024, GMVP & Associates LLP (LLPIN:-AAG-7360) has been appointed by the Board as the Cost Auditors of the Company for conducting an audit of the cost accounting records of the Company for the financial year commencing from April 01,2024 to March 31, 2025.

A Certificate from GMVP & Associates LLP, has been received, confirming that they are free from the disqualifications, as specified in the provisions of Section 141 of the Act and Rules framed thereunder.

Pursuant to the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, Members are requested to consider the ratification 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, CS. Milind Nirkhe, Practicing Company Secretary (Proprietor), practicing under the name & style M/S Milind Nirkhe & Associates, CP No: 2312 has been appointed as Secretarial Auditor of the Company. The Secretarial Audit Report for the year under review is annexed as Annexure C.

The Auditors'' Report and the Secretarial Audit Report for the financial year ended March 31, 2024 do not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL STANDARDS OF ICSI

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported to the Audit Committee, any instances of frauds committed in the Company, by any of its Officers or Employees, under Section 143(12) of the Companies Act, 2013.

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 and is consistently making sincere efforts towards conservation of energy. The Company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices.

The Company has taken adequate actions to conserve the energy by introducing technically improved blending system resulting in reduction of process time.

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

Aligned with the Company''s dedication to energy conservation, all plants continue to focus on enhancing energy efficiency through innovative measures, minimizing wastage, and optimizing consumption. Below are some initiatives undertaken by the Company in this regard:

1. The Company has enhanced its conventional mixing technology, leading to significant energy savings.

2. Automation upgrades in the Company''s processes have resulted in considerable energy conservation in comparison to previous practices.

3. Installation of solar power systems has contributed significantly to reducing overall energy consumption.

4. Various measures have been implemented at the Company''s plants to optimize energy usage.

5. Deployment of energy-efficient motors and solar installations aims to maximize power utilization while reducing environmental impact.

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

In addition to various initiatives around energy efficiencies, the Company is also focused on renewable sources of energy. Various steps have been taken for utilizing alternate sources of energy.

(iii) Capital Investment on Energy Conservation Equipment:

During the year, the Company has invested in various energy conservation equipment, which included, various energy efficient electric motors. The Company has also installed power efficient material handling and flowing system which has played a major role in energy saving.

The Company has also improved its thermo packs to get better fuel efficiency and lower emission stack.

B. Technology Absorption:

(i) Efforts made towards Technology Absorption:

Technology serves as a pivotal enabler and core facilitator, representing one of the strategic pillars of the Company. From the outset, your Company has remained at the forefront of harnessing technology to enhance the quality of the products and services offered to our customers.

Our Ankleshwar Plant hosts a state-of-the-art R&D Centre, playing a pivotal role in numerous breakthroughs in product development. This facility boasts modern testing and analytical equipment and is staffed by a team of highly qualified technocrats. Consequently, our in-house R&D unit has earned recognition from the Ministry of Science & Technology and the Department of Scientific and Industrial Research (DSIR). Our robust R&D capabilities, has empowered us to develop new products of superior quality and also assist in research for import substitution, energy conservation and control of pollution.

Furthermore, our commitment to R&D extends towards endeavors such as research for import substitution, energy conservation, and pollution control. Our technical center has successfully engineered a range of innovative products adhering to international quality standards, designed to minimize environmental impact. Notably, our de-aromatized low and high viscosity oils, compliant with European norms regarding PAH & PCA content, have been recognized both in domestic and international markets, finding utility in large rubber, ink, and textile industries. These products have not only reduced our reliance on imports but have also minimized environmental footprint.

In our pursuit of sustainable agriculture, we are in the process of developing eco-friendly pesticides with minimal residual impact, tailored for organic farming practices. To further advance our research in this domain, we plan to collaborate with renowned agricultural universities.

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

Technology has played a major role in ensuring high level of service delivery and has been a true strategic partner. The Company has derived many benefits from R&D and technology absorption which includes product development, product improvement & effective cost management.

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

(a) the details of technology imported: The Company has not imported any 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 place, and the reasons thereof: Not Applicable

Expenditure on research & development

The expenditure on R&D activities incurred during the

year is given hereunder:

Particulars	J in Cr.)
Capital	NIL
Revenue	NIL
Total R&D Expenditure	NIL
Total Turnover	1,724.92
Total R&D Expenditure as a Percentage of total turnover	NIL

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:

Total Foreign Exchange Inflow	655.57
Total Foreign Exchange Outflow	1,269.93

PARTICULARS OF EMPLOYEES

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website at http://panamapetro.com/annual-return/

AUDITORS'' REPORT

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT, BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis Report, the Business Responsibility & Sustainability Report and the Report on Corporate Governance, as required under the Listing Regulations, forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of the Act, for safeguarding the 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 by the Company and that such internal financial controls are adequate and are operating effectively;

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

ACKNOWLEDGEMENT

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

By Order of the Board of Directors For Panama Petrochem Ltd.

Amirali E. Rayani

Date: May 27, 2024 Chairman

Place: Mumbai DIN:00002616

---

Mar 31, 2023

The Directors have pleasure in presenting the FORTY FIRST Annual Report of the Company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2023.

FINANCIAL HIGHLIGHTS (Rs. in Cr.)
Particulars	Standalone		Consolidated
	Financial Year 2022-23	Financial Year 2021-22	Financial Year 2022-23	Financial Year 2021-22
Revenue from operations	1,708.24	1,539.56	2,248.72	2,132.35
Other income	6.22	5.55	6.58	5.73
Total income	1,714.46	1,545.11	2,255.30	2,138.08
Expenses
Operating expenditure	1,456.11	1,308.11	1,939.75	1,836.35
Depreciation and amortization expense	6.10	5.44	9.43	8.41
Total expenses	1,462.21	1,313.55	1,949.18	1,844.76
Profit before finance costs, exceptional item and tax	252.25	231.56	306.12	293.32
Finance costs	10.10	4.24	11.57	7.06
Profit before exceptional item and tax	242.15	227.32	294.55	286.26
Exceptional item	0	0	0	0
Provision towards legal claim	0	0	0	0
Profit before tax	242.15	227.32	294.55	286.26
Tax expense	61.58	55.92	61.58	55.92
Profit for the year	180.57	171.40	232.97	230.34
Opening balance of retained earnings	531.97	384.77	648.63	442.49
Closing balance of retained earnings	658.10	531.97	821.92	648.63

OPERATIONAL PERFORMANCE

• Earnings before Interest, Depreciation, and Tax & Amortization (EBIDTA) on a standalone basis for F.Y. 2022-23 was '' 258.35 Cr_v which has resulted in an increase of 9.01% in comparison with the previous year''s EBIDTA.

• The Net profit after tax for F.Y.2022-23 was '' 180.57 Cr_v as against '' 171.40 Cr. in the previous year, resulting in 5.35% increase.

• The Company''s standalone revenue from operations for F.Y. 2022-23 was '' 1,708.24 Cr. which is an increase of 10.96% over the previous year''s revenue.

• Additionally, the consolidated revenue from operations of the Company for the year ended March 31, 2023 was '' 2,248.72 Cr. which has increased by 5.46% on a Year on Year basis.

• Net Profit of the Company on a consolidated basis was '' 232.97 Cr. which has increased by 1.14% as that of the previous year.

• EPS on standalone basis improved to '' 29.85 as against '' 28.33 in the previous year.

• Furthermore, EPS on consolidated basis has increased to '' 38.51 from '' 38.08

DIVIDEND

The Board of Directors at its meeting held on May 30, 2023, has recommended payment of '' 5 (250%) per equity share of the

face value of '' 2 each as final dividend for the financial year ended March 31, 2023. The payment of final dividend is subject to

the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

During the year under review, the Board of Directors of the Company at its meeting held on November 14, 2022, declared an Interim dividend of '' 3 (150%) per equity share of '' 2 each. The total dividend amount for the financial year 2022-23, including the proposed final dividend, amounts to '' 8 (400%) per equity share of the face value of '' 2 each.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available on the Company''s website:

http://panamapetro.com/wp-content/uploads/2021/08/ddp-web.pdf

The dividend payout ratio of the Company for the year under review is 20.77%. The total outflow towards dividend on Equity Shares for the year would be '' 48.39 Cr.

The dividend will be paid to the members holding shares in electronic form as per the beneficiary position downloaded from the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) as at the close of business hours on August 22, 2023 and to those Members holding shares in physical form, after giving effect to valid transmission and transposition in respect of valid requests lodged with the Company as at close of business hours, August 22, 2023. Dividend will be paid within two weeks from the date of declaration of dividend.

TRANSFER TO RESERVES

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

Based on the financial and operational performance of the Company for the year under review, CARE Ratings Limited has reaffirmed the rating on long term bank facilities to ''CARE A ; Stable'' and upgraded the rating on Short Term Bank Facilities to CARE A1 from CARE A1.

ICRA Ratings Limited has upgraded its rating on long term bank facilities/fund based limits to [ICRA]A (Stable) and on shortterm bank facilities/non-fund based limits to [ICRA]A1

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2023 was '' 12.10 Cr. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have 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 of the Company between the end of the financial year and the date of this report. There has been no change in the nature of business of the Company.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2023 your Company has only one subsidiary, Panol Industries RMC FZE, UAE which is registered outside India.

The Consolidated Financial Statements of the Company and its subsidiary are prepared in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (Tnd AS'').

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

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and 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 Section 186 of the Companies Act, 2013 are given in the notes to the accompanying Financial Statements.

PERFORMANCE AND FINANCIAL POSITION OF PANOL INDUSTRIES RMC FZE

Net sales of Panol Industries RMC FZE have decreased from '' 592.80 Cr. in the previous year to '' 540.48 Cr. during the F.Y 2022-23. Net profit during the period reduced by 11.08% to '' 52.41 Cr., as compared to a net profit of '' 58.94 Cr. in the previous year.

Panol Industries RMC FZE, UAE, is a wholly owned subsidiary of the Company. The Company has a manufacturing facility in Ras Al Khaimah (UAE) with the objective of manufacturing petroleum specialty products to cater to the GCC & MENA regions.

There has been no material change in the nature of the business of the subsidiary. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

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

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

RELATED PARTY TRANSACTIONS

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

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

No person or entity belonging to the promoter/promoter group, holds 10% or more shareholding in the Company, hence disclosure of transactions entered into with any such persons/entities is not applicable to the Company.

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 are planned/repetitive in nature. Related Party Transactions entered into pursuant to omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s website at the web link:

http://panamapetro.com/wp-content/uploads/2022/Q4/Related-Party-Transaction-Policy.pdf Details of the transactions with Related Parties are provided in the accompanying financial statements.

RISK MANAGEMENT

Risks being uncertain events that materially impact the organizational objectives. They are inherent in all business activities and must be balanced while assessing returns. Successfully managing risks is therefore the key to achieve Company objectives and ensure long-term sustainable growth of the Business. With this in mind and in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations your Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Company''s Risk Management Framework and (b) overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. The Audit Committee has additional oversight in the area of financial risks and controls.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations.

DIRECTORS

As on March 31, 2023, your Company''s Board comprised of 8 Directors with considerable experience in their respective 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 Articles of Association, Mr. Hussein Rayani (DIN:00172165), Director retires by rotation and, being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the forthcoming Annual General Meeting.

The Board of directors at its meeting held on May 30, 2023, on recommendations of the Nomination & Remuneration Committee, and subject to approval of shareholders, appointed Mr. Ashok Mukhi (DIN:01262560) and Mr. Arvind Shah (DIN:01645534) as Additional Directors designated as Independent Directors on the Board of Directors of the Company in accordance with Section 149(4) of the Act, with effect from August 01, 2023 to hold office for a term of 5 (five) consecutive years.

Furthermore, the Board of directors at its meeting held on May 30, 2023, on recommendations of the Nomination & Remuneration Committee, and subject to approval of shareholders, appointed Mr. Arif Rayani (DIN:00245647) as Additional Director designated as Whole-Time Director (Executive) on the Board of Directors of the Company in accordance with Section 152 read with other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 with effect from August 01, 2023 to hold office for a term of 5 (five) consecutive years.

The Board of Directors at its meeting held on July 10, 2023, on recommendations of the Nomination & Remuneration Committee and subject to approval of shareholders, approved the re-appointment of Mr. Amirali Rayani (79 years) (DIN:00002616), as a Whole-time Director designated as Chairman(Executive) of the Company with effect from June 29, 2024.

Mr. Amin Rayani would relinquish his position of CEO and MD of the Company with effect from October 01, 2023. The Board places on record its appreciation of the invaluable services of Mr. Amin Rayani as the CEO and MD. The Board re-designated and appointed Mr. Samir Rayani (DIN:00002674) as CEO and MD with effect from October 01, 2023 for a period of five years, subject to approval of the Members.

Brief profiles of the directors seeking appointment/re-appointment have been given in the Notice convening the Annual General Meeting.

The Company has received disclosures from all the Directors of the Company as mandated under Section 164(2) and Section 184(1) of the Companies Act, 2013. Additionally, the Independent Directors of the Company have submitted declarations confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(l)(b) of the Listing Regulations.

The Board of Directors, based on the declaration(s) received from the Independent Directors, have verified the veracity of such disclosures and confirm that the Independent Directors fulfil the conditions of independence specified in the Listing Regulations and the Act and are independent of the Management of the Company.

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

The Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs 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, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

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

APPOINTMENTS/RESIGNATIONS OF THE KEY MANAGERIAL PERSONNEL

No Key Managerial Personnel has resigned or has been appointed during the financial year 2022-2023.

BOARD AND COMMITTEE MEETINGS

Your Company''s Board of Directors met four times during the financial year under review. 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 Mohan Jain with Mr. Samir Rayani and Mr. Mukesh Mehta as Members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board. All the recommendations made by the Audit Committee were accepted by the Board.

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

PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTOR

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

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

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

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

Independence: In accordance with the above criteria, a Director will be considered 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(l)(b) of the Listing Regulations.

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

Positive Attributes: In addition to the duties as prescribed under the Companies Act, 2013, the Directors on the Board of the Company are also expected to demonstrate high standards 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.

GOVERNANCE GUIDELINES

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines encompasses aspects relating to composition and role of the Board, Chairman and Directors, Board Diversity, Definition of Independence, Term of Directors, and Committees of the Board. It also covers aspects relating to Nomination, Appointment, Induction and Development of Directors, Director''s Remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter alia structure of the Board, qualifications, experience and competency of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressal for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management''s performance and feedback, independence of management from the

Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning 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/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting of the strategic agenda of the Board, encouraging active engagement by all Board members, motivating and providing guidance to the Managing Director & CEO.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee 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, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board on regular intervals.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

REMUNERATION POLICY

Your Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and Senior Management, pursuant to the provisions of the Act and Listing Regulations.

The philosophy for remuneration of Directors, Key Managerial Personnel of 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 remuneration policy can be accessed at:

http://panamapetro.com/wp-content/uploads/2Q15/12/Nomination-and-Remuneration-policy.pdf

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

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors to perform in a manner of the quality required to run the Company successfully;

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

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-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 of India Limited. The Company has paid the listing fees for the financial year 2Q22-2Q23. The GDRs of the Company are listed on Luxembourg Stock Exchange.

CORPORATE GOVERNANCE

Your Company has implemented all the mandatory requirements pursuant to Listing Regulations. A separate report on Corporate Governance is given as a part of the Annual Report 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 review, 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 to financial statements. Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

CORPORATE SOCIAL RESPONSIBILITY

As an integral part of our commitment to good corporate citizenship, your Company strongly believes in adopting steps to improve the quality of life of the people in the communities around us.

Founded on the philosophy that society is not just another stakeholder in its business, but the prime purpose of it, the Company, across its various operations is committed to making a positive contribution towards achieving long-term stakeholder value creation.

As the operations have expanded, your Company has retained a collective focus on the various areas of corporate sustainability that impact people, environment and the society at large.

The Board has constituted a Corporate Social Responsibility Committee headed by Mr. Mukesh Mehta as Chairman, with Mr. Amin Rayani and Ms. Nargis Kabani as Members. The Company has adopted a Corporate Social Responsibility (CSr) Policy in compliance with the provisions of the Companies Act, 2013. As part of its CSR initiatives, the 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 spent '' 2.70 Cr. (after setting-off the excess amount spent during F.Y. 2021-22) towards the CSR projects during the current Financial Year 2022-23.

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 a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to all its employees at the workplace and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to deal with the complaints of sexual harassment and recommend appropriate action there upon.

The Company has not received any complaint of sexual harassment during the financial year 2022-23.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, the amounts of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the unpaid dividend account of the Company are required to be transferred to the 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 2014-2015 has been transferred to IEPF. Members who have not yet encashed their dividend warrant(s) for the financial year ended March 31, 2016 and for any subsequent financial year, are requested to make their claims to the Company without any delay, to avoid transfer of their dividend/shares to the Fund/IEPF Demat Account.

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

Members/claimants whose shares, unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making 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.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors, employees and other stakeholders of the Company, to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS• STATUTORY AUDITORS

Pursuant to Sections 139 & 142 of the Companies Act, 2013, and the Rules made thereunder, JMR & Associates LLP, Chartered Accountants, (Registration No.106912W/W100300) Mumbai, was appointed as Statutory Auditors of the Company to hold office for a period of 5 (Five) years from the conclusion of the Annual General Meeting (AGM) held in 2020 until the conclusion of the Annual General 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, 2023 on 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 the Central Government under sub-section (1) of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, and accordingly such accounts and records are made and maintained in the prescribed manner.

Based on the Audit Committee recommendation at its meeting held on May 30, 2023, GMVP & Associates LLP (LLPIN:- AAG-7360) has been appointed by the Board as the Cost Auditors of the Company for conducting an audit of the cost accounting records of the Company for financial year commencing from April 01, 2023 to March 31, 2024.

A Certificate from GMVP & Associates LLP, has been received, confirming that they are free from the disqualifications, as specified in the provisions of Section 141 of the Act and Rules framed thereunder.

Pursuant to the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, Members are requested to consider the ratification 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 Directors of the Company had appointed CS. Milind Nirkhe, Practicing Company Secretary (Proprietor), practicing under the name & style M/S Milind Nirkhe & Associates, CP No:2312 to undertake the Secretarial Audit of the Company for the year ended March 31, 2023. The Secretarial Audit Report for the year under review is annexed as Annexure C.

The Auditors'' Report and the Secretarial Audit Report for the financial year ended March 31, 2023 do not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL STANDARDS OF ICSI

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported to the Audit Committee, any instances of frauds committed in the Company, by any of its Officers or Employees, under Section 143(12) of the Companies Act, 2013.

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 and is continuously making sincere efforts towards conservation of energy. The Company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices.

The Company has taken adequate actions to conserve the energy by introducing technically improved blending system resulting in reduction of process time.

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

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

1. The Company has upgraded its regular mixing technology which has resulted in a good amount of energy conservation.

2. Company has upgraded its process technology to maximum automation, consequently saving a lot of energy that was initially utilized.

3. Solar power system have been installed resulting in huge reduction of energy consumption.

4. At its Plants, the Company has carried out various actions to optimize energy consumption and reduce losses.

5. Energy efficient motors and solar plants 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 is also focused on renewable sources of energy. Various steps have been taken for utilizing alternate sources of energy.

(iii) Capital Investment on Energy Conservation Equipment:

During the year, the Company has invested in various energy conservation equipment, which included, various energy efficient electric motors. The Company has also installed power efficient material handling and flowing system which has played a major role in energy saving.

The Company has also improved its thermo packs to get better fuel efficiency and lower emission stack.

B. Technology Absorption:

(i) Efforts made towards Technology Absorption:

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

The Company has an updated R&D Centre at its Ankleshwar Plant. It is the technical centre of the Company and has been the backbone for most of our major product breakthroughs. This Centre at Ankleshwar is fully equipped with modern testing & analytical equipment''s. The Centre is operated by the team of well qualified technocrats, as a result, the in-house R&D unit of your Company has been recognized by the Ministry of Science & Technology & the Department of Scientific and Industrial Research (DSIR). With the help of this recognition and the in-house R&D facility the Company has been able to develop new products with higher quality.

Additionally, the Company shall continue to spend on R&D activities which will also assist in research for import substitution, energy conservation and control of pollution.

Our technical center has developed various innovative products with international quality standards and techniques to ensure zero environmental impact. These products are de-aromatized low & high viscosity oils with low PAH & PCA content as per European norms as a result of which it is not only well accepted and appreciated in domestic & international markets but is also used by all large rubber industries, Ink & Textile industries.

Consequently, these products have reduced the amount of imports with minimum environmental impact and carbon footprint.

Your Company is also in the process of developing ecofriendly pesticides with minimum residual impact which is suitable for organic farming as well. Your Company is planning to collaborate with leading agricultural universities for further research in this regard.

(ii) Benefits derived like product improvement, cost reduction, product development 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 which includes product development, product improvement & effective cost management. Technology has also played a major role in ensuring high level of service delivery.

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

(a) the details of technology imported: The Company has not imported any 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 place, and the reasons thereof: Not Applicable Expenditure on research & development

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

Particulars	('' in Cr.)
Capital	0.00
Revenue	0.00
Total R&D Expenditure	0.00
Total Turnover	1,708.24
Total R&D Expenditure as a Percentage of total turnover	0%

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:

('' in Cr.)
Total Foreign Exchange Inflow	608.24
Total Foreign Exchange Outflow	863.67

PARTICULARS OF EMPLOYEES

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website at http://panamapetro.com/wp-content/uploads/2023/07/Annual-Return 22-23.pdf

AUDITORS'' REPORT

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

MANAGEMENT DISCUSSION & ANALYSIS, BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis Report, the Business Responsibility & Sustainability Report and the Report on Corporate Governance, as required under the Listing Regulations, forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the 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 by the Company and that such internal financial controls are adequate and are operating effectively;

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

ACKNOWLEDGEMENT

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

---

Mar 31, 2018

Dear Members

The Directors have pleasure in presenting the Thirty sixth Annual Report of the Company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2018.

FINANCIAL HIGHLIGHTS (Rs. In lakhs)

Particulars	Standalone		Consolidated
	2017-2018	2016-2017	2017-2018	2016-2017
Net Profit before Tax	8,354.09	6,281.11	9,015.41	6,565.64
Less: Provision for Taxes	2,918.11	2,185.58	2,918.11	2,185.58
Net Profit After Tax	5,435.98	4,095.53	6,097.30	4,380.05
Other Comprehensive Income	1.91	8.70	1.91	8.70
Add: Profit Brought Forward	18,044.99	14,183.46	19,519.86	15,373.81
Profit available for appropriation	23,482.88	18,287.69	25,619.08	19,762.56
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	22,997.49	18,044.99	25,133.68	19,519.86

OPERATIONAL PERFORMANCE

- Earnings before Interest, Depreciation, and Tax&Amortization on a standalone basis increased by 35.73% to Rs. 9,848.43 lakhs.

- Net Profit on a standalone basis increased by 32.73 % to ‘ 5,435.98 lakhs.

- Revenue from Operations on a standalone basis increased by 50.35% to Rs. 1,18,967.45 lakhs.

- The consolidated revenue from operations of the Company for the year ended March 31, 2018 was Rs. 1,34,581.26 lakhs an increase of 49.64% on a Year on Year basis.

- Net Profit on a consolidated basis increased by 39.21% to Rs. 6,097.30 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 witnessed during 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 market conditions through its operational excellence, higher efficiency and well executed strategies which led to increase in consolidated profit ofthe Company by 39.21% to Rs. 6,097.30 lakhs.

The consolidated revenue from operations of the Company for year ended March 31, 2018 was increased by 49.64 % to Rs. 1,34,581.26 lakhs.

EPS of the year under review improved to Rs. 10.08 as against Rs. 7.24 in the previous year on consolidated basis. MANAGEMENT DISCUSSION & ANALYSIS

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

DIVIDEND

Your Board of Directors is pleased to propose a dividend at the rate of Rs. 1.2 per share (i.e. 60%) of ‘2/- each for the financial year 2017-18 as against Rs. 1.00/- per share of Rs. 2 each (50%) in the previous year, considering the promising future prospects of the Company.

The dividend will be paid to the members holding shares in electronic form as per the beneficiary position downloaded from the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) as at the close of business hours on August 16, 2018 and to those Members holding shares in physical form, after giving effect to valid transfers in respect of transfer requests lodged with the Company as at close of business hours August 16, 2018. Dividend will be paid within two weeks from the date of declaration of dividend.

The total outflow towards dividend on Equity Shares for the year would be Rs. 873.70 lakhs (including dividend tax).

BONUS SHARES

During the year under review, the Company has issued and allotted 2,01,64,533 bonus shares to the equity shareholders in the proportion of 1:2, i.e. 1 (One) bonus share of Rs. 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 the amount available for appropriations.

CREDIT RATING

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

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2018 was Rs. 1,209.87 lakhs as against Rs. 806.58 lakhs in previous year. During the year under review, the Company has issued 2,01,64,533 Bonus Shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweats equity shares and does not have 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 of the Company between the end of the financial year and date ofthis report. There has been no change in the nature of business ofthe Company.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2018 your Company has only one subsidiary, Panol Industries RMC FZE,UAE.

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

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and 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/ Subsidiary-Policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PERFORMANCE AND FINANCIAL POSITION OF PANOL INDUSTRIES RMC FZE

Net sales of Panol Industries RMC FZE have increased significantly from Rs. 10,815.57 lakhs in the previous year to Rs. 15,629.94 lakhs during 2017-18. Net profit during the period is boosted to Rs. 661.32 lakhs, as compared to a net profit ofRs. 284.52 lakhs in the previous year.

Panol Industries RMC FZE, UAE, is a wholly owned subsidiary of the Company. 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 to the GCC & MENA regions.

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

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

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions ofthe Companies Act, 2013 Othe Act’) and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the 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 are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the 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 accompanying financial statements.

RISK MANAGEMENT

Your Company has adopted a Risk Management Policy/ Plan in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

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

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

DIRECTORS

Your Company’s Board comprises of 8 Directors with considerable experience in their respective 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 Articles of Association, Mr. Samir A.Rayani, Director, retires by rotation and being eligible to offer himself for re-appointment. Directors recommend his re-appointment. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub-section(6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) ofthe Listing Regulations.

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

No Director has retired or resigned during the year.

WOMAN DIRECTOR

In terms ofthe provisions of Section 149 ofthe Companies Act, 2013 and Regulation 17 ofthe Listing Regulations, a company shall have at least one Woman Director on the Board of 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 under review. 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 Mohan Jain with Mr. Samir Rayani and Mr. Mukesh Mehta as Members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the 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 and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations.

PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS:

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, and financial condition and compliance requirements.

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

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR:

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

Independence: In accordance with the above criteria, a Director will be considered 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 that encourages diversity of thought, experience, knowledge, perspective, and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Companies Act, 2013 the Directors on the Board of the Company are also expected to demonstrate high standards 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 OF DIRECTORS:

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

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board’s functioning was evaluated on various aspects, including inter alia structure ofthe Board, including qualifications, experience and competency of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressal for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management’s performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning 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/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director & CEO.

Areas on which the Committees ofthe Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee 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, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

REMUNERATION POLICY

Your Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and Senior Management, pursuant to the provisions of the Act and Listing Regulations.

The philosophy for remuneration of Directors, Key Managerial Personnel of 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 following factors while formulating the Policy:

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

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

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-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 of India Limited. The Company has paid the listing fees for the year 2017-2018. The GDRs ofthe Company are listed on Luxembourg Stock Exchange.

CORPORATE GOVERNANCE

Your Company has implemented all the mandatory requirements pursuant to Listing Regulations. A separate report on Corporate Governance is given as a part ofthe Annual Report 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 to financial statements. Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness ofthe accounting records and the timely preparation of reliable financial disclosures.

CORPORATE SOCIAL RESPONSIBILITY

As a socially responsible Company, your Company has a strong sense of community responsibility.

As its operations have expanded, your Company has retained a collective focus on the various areas of corporate sustainability that impact people, environment and the society at large. Founded on the philosophy that society is not just another stakeholder in its business, but the prime purpose of it, the Company, across its various operations is committed 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. The Company has adopted a Corporate Social Responsibility (CSR) Policy in compliance with the provisions of the Companies Act, 2013. As part of its CSR initiatives, the 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 spent Rs. 114.13 lakhs 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 a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, 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 Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2017-18.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, the amounts of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the unpaid dividend account of the Company are required to be transferred to the 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 been transferred to IEPF. Members who have not yet encashed their dividend warrant(s) for the financial year ended March 31, 2011 and for any subsequent financial year, are requested 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 note that, pursuant to the provisions of Section 124 of the Act and the IEPF Rules, the Company is obliged to transfer all shares on which dividend has not been paid or claimed for seven consecutive years or more to an IEPF Demat Account.

Members/ claimants whose shares, unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making 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 the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman ofthe Audit Committee. It is affirmed that no personnel ofthe Company has been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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.) were appointed as Statutory Auditors of the Company from the conclusion of the 33^rd AGM held on September 14, 2015 till the conclusion of the AGM to be held in the year 2020.

- COST AUDITORS

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 Auditors of the Company for conducting an audit of the cost accounting records ofthe Company for financial 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 to the Central Government within the stipulated time period.

The Cost Audit Report for the financial year 2016-2017 was submitted to the Central Government within the stipulated time.

Pursuant to the provisions of Section 148 of the Act read with The Companies (Audit and Auditors) Rules, 2014, Members are requested to consider the ratification 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 Directors of the Company had appointed CS. Milind Nirkhe, Practicing Company Secretary (Proprietor), Practicing under the name & style M/S Milind Nirkhe & Associates, CP No: 2312 to undertake the Secretarial Audit of the Company for the year ended March 31, 2018. The Secretarial Audit Report for the year under review is annexed as Annexure C.

The Auditors’ Report and the Secretarial Audit Report for the financial year ended March 31, 2018 do not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries 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 and is continuously making sincere efforts towards conservation of energy. The Company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices.

The Company has taken adequate actions to conserve the energy as Process 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 of energy, all plants continue with their efforts aimed at improving energy efficiency through innovative measures to reduce wastage and optimize consumption. Some of the measures taken by the Company in this direction are as under:

Include:

1. At its Plants, the Company has carried out various actions to optimize energy consumption 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 also focused on renewable sources of energy. Various steps taken for utilizing alternate sources 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 electric motors. The Company has also installed power efficient material handling and flowing system which has played role in energy saving.

The Company has technically improved its thermo packs to get better fuel 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 the strategic pillars of the Company. Since inception your Company has been at the forefront of leveraging technology to provide better products and services to its customer.

The Company has an updated R & D Center at its Ankleshwar Plant. It is the technical centre of the Company and has been the backbone for most of our major product break throughs. This Centre at Ankleshwar is fully equipped with modern testing & analytical equipments. The Centre is operated by the team of well qualified technocrats, as a result, the in - house R & D unit of Panama has been recognized by the Ministry of Science & Technology & the Department of Scientific and Industrial Research (DSIR). With this recognition Company will spend more on R & D activities and get more new products which will be of better quality. It will also assist in research for import substitution, energy conservation and control of pollution. The in-house R & D facility has enabled us to develop new products.

(ii) Benefits derived like product improvement, cost reduction, product development 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 which includes product development, product improvement & effective cost management, technology has also played a major role in ensuring high level of service delivery.

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

(a) the details of technology imported: The Company has not imported any 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 place, and the reasons thereof: Not Applicable Expenditure on research & development

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

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:

PARTICULARS OF EMPLOYEES

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

EXTRACT OF ANNUAL RETURN

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

AUDITORS’ REPORT

Comments made by the Statutory Auditors in the Auditors’ Report are self-explanatory and 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 Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them and same as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors’ Report thereon, your Directors confirm that:

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

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

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the 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 by the Company and that such internal financial controls are adequate and are operating effectively;

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

ACKNOWLEDGEMENT

We thank our Clients, Investors, Dealers, Suppliers and Bankers for their continued support during the year. We place on record our appreciation for the contributions made by employees at all levels. Our consistent growth was made possible by their hard work, solidarity, 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

---

Mar 31, 2017

Dear Members

The Directors have pleasure in presenting the Thirty - fifth Annual Report of the Company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2017.

FINANCIAL HIGHLIGHTS (Rs, In lakhs)

Particulars	Standalone		Consolidated
	2016-2017	2015-2016	2016-2017	2015-2016
Net Profit before Tax	6,274.52	3,169.74	6,559.04	3,665.49
Less: Provision for Taxes	2,240.68	1,150.08	2,240.68	1,150.08
Net Profit After Tax	4,033.84	2,019.66	4,318.36	2,515.41
Add: Profit Brought Forward	14,156.26	12,383.05	15,346.61	13,077.65
Profit available for appropriation	18,190.10	14,402.71	19,664.97	15,593.06
Dividend of previous year including Dividend distribution tax	(1.14)	2.61	(1.14)	2.61
Proposed Final Dividend	403.29	201.65	403.29	201.65
Dividend distribution tax	82.10	42.19	82.10	42.19
Less: Transfer to Reserves	Nil	Nil	Nil	Nil
Profit Carried Forward to Balance Sheet	17,705.85	14,156.26	19,180.72	15,346.61

OPERATIONAL PERFORMANCE

- Earnings before Interest, Depreciation, and Tax & Amortization on a standalone basis increased by 74.66% to Rs, 7,249.56 lakhs.

- Net Profit on a standalone basis increased by 99.73% to Rs, 4,033.84 lakhs.

- Revenue from Operations on a standalone basis increased by 9.14% to Rs, 72,537.87 lakhs.

- The consolidated revenue from operations of the Company for the year ended March 31, 2017 was Rs, 83,350.11 lakhs an increase of 10.88% on a Year on Year basis.

- Net Profit on a consolidated basis increased by 71.68% to Rs, 4318.36 lakhs.

A significant improvement in the operating performance of your company was witnessed during the financial year 2016-17. Net Profit on a standalone basis was boosted by nearly double as compare to the previous year. The Company was able to capitalize on the market conditions through its operational excellence, higher efficiency and well executed strategies which led to increase in consolidated profit of the Company by 71.68% to Rs, 4318.36 lakhs.

The consolidated revenue from operations of the Company for year ended March 31, 2017 was increased by 10.88% to Rs, 83,350.11 lakhs.

MANAGEMENT DISCUSSION & ANALYSIS

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

DIVIDEND

Your Board of Directors is pleased to propose a dividend at the rate of Rs, 1 per share (i.e. 50%) of Rs, 2/- each for the financial year 2016-17 as against Rs, 0.50/- per share of Rs, 2 each (25%) in the previous year, considering the promising future prospects of the Company.

The dividend will be paid to the members holding shares in electronic form as per the beneficiary position downloaded from the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) as at the close of business hours on August 28, 2017 and to those Members holding shares in physical form, after giving effect to valid transfers in respect of transfer requests lodged with the Company as at close of business hours August 28, 2017. Dividend will be paid within two weeks from the date of declaration of dividend.

The total outflow towards dividend on Equity Shares for the year would be Rs, 485.39 lakhs (including dividend tax).

BONUS SHARES

Considering the financial parameters ,and the position of reserves of the Company, the Board of Directors at its Meeting held on August 14, 2017 approved issue of bonus shares, in the proportion of 1:2, i.e. 1 (One) bonus share of Rs, 2 each for every 2 (Two) fully paid-up equity shares held as on the record date, subject to approval of the Members.

TRANSFER TO RESERVES

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

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

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2017 was Rs, 806.58 lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweats equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2017 your Company has only one subsidiary, Panol Industries RMC FZE, UAE.

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

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligations and 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/Subsidiary-Policy. pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PERFORMANCE AND FINANCIAL POSITION OF PANOL INDUSTRIES RMC FZE

Net sales of Panol Industries RMC FZE have increased from Rs, 8,710.81 lakhs in the previous year to Rs, 10,812.24 lakhs during 2016-17. Net profit during the period is Rs, 284.52 lakhs, as compared to a net profit of Rs, 495.76 lakhs in the previous year.

Panol Industries RMC FZE, UAE, is a wholly owned subsidiary of the Company. 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 to the GCC & MENA regions.

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

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

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the 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 are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the 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 accompanying financial statements.

RISK MANAGEMENT

Your Company has adopted a Risk Management Policy/ Plan in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

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

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

DIRECTORS

Your Company''s Board comprises of 8 Directors with considerable experience in their respective 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 Articles of Association, Mr. Amirali E. Rayani, Director, retires by rotation and being eligible to offer himself for re-appointment. Directors recommend his re-appointment.

At the Annual General Meeting of the Company held on September 26, 2016, the Members had approved the appointment of Mr. Hussein V. Rayani as Joint Managing Director of the Company.

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

In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management. No Director has retired or resigned during the year.

WOMAN DIRECTOR

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

APPOINTMENTS/RESIGNATIONS OF THE KEY MANAGERIAL PERSONNEL

At the Annual General Meeting of the Company held on September 26, 2016, the Members had approved the appointment of Mr. Hussein V. Rayani as Joint Managing Director of the Company, apart from this none of the Key Managerial Personnel has resigned or appointed during the year under review.

BOARD AND COMMITTEE MEETINGS

Your Company''s Board of Directors met four times during the financial year under review. 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 Mohan Jain with Mr. Samir Rayani and Mr. Mukesh Mehta as Members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the 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 and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations.

PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS:

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, and financial condition and compliance requirements.

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

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR:

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

Independence: In accordance with the above criteria, a Director will be considered 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 that encourages diversity of thought, experience, knowledge, perspective, and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Companies Act, 2013 the Directors on the Board of the Company are also expected to demonstrate high standards 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 OF DIRECTORS:

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

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter alia structure of the Board, including qualifications, experience and competency of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressal for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management''s performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning 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/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director & CEO.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee 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, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

REMUNERATION POLICY

Your Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and Senior Management, pursuant to the provisions of the Act and Listing Regulations.

The philosophy for remuneration of Directors, Key Managerial Personnel of 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 following factors while formulating the Policy:

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

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

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-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 of India Limited. The Company has paid the listing fees for the year 2016-2017. The GDRs of the Company are listed on Luxembourg Stock Exchange.

CORPORATE GOVERNANCE

Your Company has implemented all the mandatory requirements pursuant to Listing Regulations. A separate report on Corporate Governance is given as a part of the Annual Report 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 to financial statements. Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

CORPORATE SOCIAL RESPONSIBILITY

As a socially responsible Company, your Company has a strong sense of community responsibility.

As its operations have expanded, your Company has retained a collective focus on the various areas of corporate sustainability that impact people, environment and the society at large. Founded on the philosophy that society is not just another stakeholder in its business, but the prime purpose of it, the Company, across its various operations is committed 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. The Company has adopted a Corporate Social Responsibility (CSR) Policy in compliance with the provisions of the Companies Act, 2013. As part of its CSR initiatives, the Company has undertaken projects in the areas of promoting health care, education and nationally recognized sports. The above projects are in accordance with Schedule VII of the Act. The Company has spent '' 76.85 lakhs towards the CSR projects during the current Financial Year 2016-17. 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 a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, 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 Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action. The Company has not received any complaint of sexual harassment during the financial year 2016-17.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, the amounts of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the unpaid dividend account of the Company are required to be transferred to the 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 2008-2009 has been transferred to IEPF. The unpaid / unclaimed dividend amount of equity shares of the Company for the financial year 2009-2010 can be claimed by the Members by September 24, 2017. Members who have not yet encashed their warrant (s) are requested to make their claims to the Company without any delay.

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

Members/ claimants whose shares, unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making 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 the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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.) were appointed as Statutory Auditors of the Company from the conclusion of the 33th AGM held on September 14, 2015 till the conclusion of the AGM to be held in the year 2020, subject to ratification of their appointment. Members are requested to consider the ratification of the appointment and authorize the Board of Directors to fix their remuneration.

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

- COST AUDITORS

Based on the Audit Committee recommendation at its meeting held on May 30, 2017, GMVP & Associates LLP (LLPIN :- AAG-7360) were appointed by the Board as the Cost Auditors of the Company for conducting an audit of the cost accounting records of the Company for financial year commencing from April 1, 2017 to March 31, 2018.

Cost Audit Report for the financial year 2016-2017 will be submitted by Cost Auditor to the Central Government within the stipulated time period.

The Cost Audit Report for the financial year 2015-2016 was submitted to the Central Government within the stipulated time.

Pursuant to the provisions of Section 148 of the Act read with The Companies (Audit and Auditors) Rules, 2014, Members are requested to consider the ratification 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 Directors of the Company had appointed CS. Milind Nirkhe, Practicing Company Secretary (Proprietor), Practicing under the name & style M/S Milind Nirkhe & Associates, CP No: 2312 to undertake the Secretarial Audit of the Company for the year ended March 31, 2017. The Secretarial Audit Report for the year under review is annexed as Annexure C.

The Auditors'' Report and the Secretarial Audit Report for the financial year ended March 31, 2017 do not contain any qualification, reservation, adverse remark or disclaimer.

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 and is continuously making sincere efforts towards conservation of energy. The Company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices.

The Company has taken adequate actions to conserve the energy as Process 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 of energy, all plants continue with their efforts aimed at improving energy efficiency through innovative measures to reduce wastage and optimize consumption. Some of the measures taken by the Company in this direction are as under:

Include:

1. At its Plants, the Company has carried out various actions to optimize energy consumption 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 also focused on renewable sources of energy. Various steps taken for utilizing alternate sources 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 electric motors. The Company has also installed power efficient material handling and flowing system which has played role in energy saving.

The Company has technically improved its thermo packs to get better fuel 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 the strategic pillars of the Company. Since inception your Company has been at the forefront of leveraging technology to provide better products and services to its customer.

The Company has an updated R & D Center at its Ankleshwar Plant. It is the technical centre of the Company and has been the backbone for most of our major product breakthroughs. This Centre at Ankleshwar is fully equipped with modern testing & analytical equipments. The Centre is operated by the team of well qualified technocrats, as a result, the in - house R & D unit of Panama has been recognized by the Ministry of Science & Technology & the Department of Scientific and Industrial Research (DSIR). With this recognition Company will spend more on R & D activities and get more new products which will be of better quality. It will also assist in research for import substitution, energy conservation and control of pollution. The in-house R & D facility has enabled us to develop new products.

(ii) Benefits derived like product improvement, cost reduction, product development 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 which includes product development, product improvement & effective cost management, technology has also played a major role in ensuring high level of service delivery.

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

(a) the details of technology imported: The Company has not imported any 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 place, and the reasons thereof: Not Applicable Expenditure on research & development

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

Particulars	Amount (Rs, In lakhs)
Capital	25.52
Revenue	49.39
Total R & D Expenditure	74.91
Total Turnover	72537.87
Total R & D Expenditure as a Percentage of total turnover	0.10%

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:

Amount (Rs, In lakhs)

Total Foreign Exchange Inflow	21589.91
Total Foreign Exchange outflow	51282.18

PARTICULARS OF EMPLOYEES

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

EXTRACT OF ANNUAL RETURN

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

AUDITORS'' REPORT

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and 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 Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them and same as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

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

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

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the 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 by the Company and that such internal financial controls are adequate and are operating effectively;

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

ACKNOWLEDGEMENT

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

By Order of the Board of Directors For Panama Petrochem Ltd.

Date : August 14, 2017 Amirali E. Rayani

Place : Mumbai Chairman

DIN:00002616

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Mar 31, 2015

Dear Members

The Directors have pleasure in presenting the Thirty - third Annual Report of the Company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2015.

FINANCIAL HIGHLIGHTS (Rs. In lakhs)

Particulars Standalone Consolidated

2015 2014 2015 2014

Net Profit before Tax 1,760.76 2,044.86 2,156.12 2,344.10

Less: Provision for Taxes 384.89 504.48 384.89 504.48

Net Profit After Tax 1,375.87 1,540.38 1,771.23 1,839.62

Add :Profit Brought Forward 12,120.13 11,346.82 12,419.37 11,346.82

Profit available for appropriation 13,496.00 12,887.20 14,190.60 13,186.44

Dividend of previous year including Dividend distribution tax - (7.34) - (7.34)

Proposed Final Dividend 806.58 483.95 806.58 483.95

Dividend distribution tax 168.78 82.25 168.78 82.25

Less: Transfer to Reserves 137.59 208.22 137.59 208.22

Profit Carried Forward to Balance Sheet 12,383.05 12,120.13 13,077.64 12,419.37

OPERATIONAL PERFORMANCE

- Revenue from operations on a standalone basis increases by 23% to Rs. 72,981.94 lakhs.

- Earnings before Interest, Depreciation, Tax & Amortization on a standalone basis decreased by 4% to Rs. 2,748.12 lakhs.

- Net Profit on a standalone basis decreased by 11% to Rs. 1,375.87 lakhs.

- The consolidated revenue from operations of the Company for the year ended March 31, 2015 was Rs. 80,530.79 lakhs an increase of 27% on a Year on Year basis.

- Net Profit on a consolidated basis decreased by 4% to Rs. 1,771.23 lakhs

The consolidated net profit of the Company for year ended March 31, 2015 was down by 4 % to Rs. 1,771.23 lakhs. The decline in profit reflects a sharp fall in crude oil prices during the second half of the year.

Though the Company was able to capitalize on the market conditions through its operational excellence, higher efficiency and well executed strategies which led to increase in consolidated revenue from operations of the Company by 27% to Rs. 80,530.79 lakhs.

MANAGEMENT DISCUSSION & ANALYSIS

The detailed Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

DIVIDEND

Your Board of Directors is pleased to recommend a dividend of 100% i.e. Rs. 2/- per share of Rs. 2 each for the year ended March 2015 as against Rs. 6/- per share of Rs. 10 each (60%) in the previous year, considering the promising future prospects of the Company.

The dividend will be paid to the members, whose names appear in the Register of Members of the Company as on September 9, 2015. In respect of shares held in the electronic form, the dividend will be payable on the basis of beneficial ownership furnished by National Securities Depository Limited and Central Depository Services (India) Limited for this purpose. Dividend will be paid within two weeks from the date of declaration of dividend.

The total outflow towards dividend on Equity Shares for the year would be Rs. 975.36 lakhs (including dividend tax). TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 137.59 lakhs to the general reserve out of the amount available for appropriation and an amount of Rs. 262.92 lakhs is proposed to be retained in the statement of Profit and Loss.

CREDIT RATING

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

SUB-DIVISION OF EQUITY SHARES

In order to facilitate affordability of the Company's shares for investors at large and to enhance the liquidity of the Company's equity shares in the stock market, the shareholders in their meeting held on September 4, 2014 approved the sub-division of one equity share of the Company having a face value of Rs. 10 each into five equity shares of face value of Rs. 2 each. The record date of September 22, 2014, was fixed to determine the Members eligible to receive equity shares of face value of Rs. 2/- each in lieu of equity shares of face value of Rs. 10/- each and equity shares of face value Rs. 2/- each were accordingly issued to all the Members who were holding equity shares of Rs. 10/- each on September 22, 2014.

Pursuant to the Sub-division of equity shares, ratio between the GDRs and the underlying Equity Shares has been revised to that 'one GDR representing five underlying Equity Share of the Company' to 'one GDR representing twenty five underlying Equity Shares of the Company'.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 806.57 lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2015 your Company has only one subsidiary, Panol Industries RMC FZE.

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Clause 49 of the Listing Agreement. The Policy, as approved by the Board, is uploaded on the Company's website at the web link: http://www.panamapetro.com/Subsidiary%20Policy.pclf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has given guarantees for its wholly owned subsidiary, Panol Industries RMC FZE., amounting to Rs. 2,816.59 lakhs during the year. The Company has not made an investment and given any loan during the year.

PERFORMANCE AND FINANCIAL POSITION OF PANOL INDUSTRIES RMC FZE

Net sales of Panol Industries RMC FZE has increased from Rs. 4,365.26 lakhs in the previous year to Rs. 7,548.85 lakhs during 2014-15. Net profit during the period is Rs. 395.36 lakhs , as compared to a net profit of Rs. 299.24 crores in the previous year.

Panol Industries RMC FZE, UAE, a wholly owned subsidiary of the Company. The Company has built a brand new manufacturing facility in Ras Al Khaimah. The plant is having a total production capacity of 30,000 MT/ year. At this new facility the Company will manufacture petroleum specialty products to cater to the GCC & MENA regions.

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

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

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ('the Act") and the Listing Agreement. There were no materially significant Related Party Transactions made by the Company during the 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 are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party ransactions Policy. The Policy, as approved by the Board, is uploaded on the Company's website at the web link: http://www.panamapetro.com/RPT.pdf

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

RISK MANAGEMENT

Your Company has adopted a Risk Management Policy/ Plan in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

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

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

DIRECTORS

Your Company's Board comprises of 7 Directors with considerable experience in their respective fields. Of these 3 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 Articles of Association, Mr. Samir Rayani, Director retires by rotation and being eligible offer himself for re-appointment. Directors recommend his re-appointment.

At the Annual General Meeting of the Company held on September 4, 2014, the Members had approved the appointment of Mr. Mukesh Mehta, Mr. Dilip Sobhag Phatarphekar and Mr. Madan Mohan Jain as Independent Directors for a term of five years.

The members have also re-appointed Mr. Amirali E. Rayani as a whole-time director designated as Chairman, and Mr. Samir Rayani as a Whole-time Directors designated as Executive Director and Mr. Amin A. Rayani as a Managing Director & CEO.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub-section(6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

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

No Director has retired or resigned during the year.

WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a company shall have at least one Woman Director on the Board of the Company. Your Company has appointed Ms. Nargis Mirza Kabani as an Additional Director on the Board w.e.f February 13, 2015, who holds office till the date of this AGM ,in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of Director. Accordingly, the approval of shareholders is being sought for her appointment as an Independent Director of the Company.

APPOINTMENTS/RESIGNATIONS OF THE KEY MANAGERIAL PERSONNEL

Mr. Amin A. Rayani, Managing Director & CEO; Mr. Pramod Maheshwari, Chief Financial Officer and Ms. Gayatri Sharma, Company Secretary of the Company are Key Managerial Personnel. Apart from re-appointment of Mr. Amin A. Rayani as a Managing Director & CEO none of the Key Managerial Personnel has resigned or appointed during the year under review.

BOARD AND COMMITTEE MEETINGS

Your Company's Board of Directors met four times during the financial year under review. 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 Mohan Jain with Mr. Samir Rayani and Mr. Mukesh Mehta as Members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the 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 and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Agreement.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement.

Independence: In accordance with the above criteria, a Director will be considered as an 'Independent Director' if he/ she meets with the criteria for 'Independent Director' as laid down in the Companies Act, 2013 and Clause 49 of the Listing Agreement.

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

Positive Attributes: In addition to the duties as prescribed under the Companies Act, 2013 the Directors on the Board of the Company are also expected to demonstrate high standards 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 OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board had carried out evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

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

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee 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, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

REMUNERATION POLICY

Your Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and Senior Management , pursuant to the provisions of the Act and Clause 49 of the Listing Agreement.

The philosophy for remuneration of Directors, Key Managerial Personnel of 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 following factors while formulating the Policy:

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

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

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-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 of India Limited. The Company has paid the listing fees for the year 2014-2015. The GDRs of the Company are listed on Luxembourg Stock Exchange.

CORPORATE GOVERNANCE

Your Company has implemented all the mandatory requirements pursuant to Clause 49 of the Listing Agreement. A separate report on Corporate Governance is given as a part of the Annual Report 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 to financial statements. Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

CORPORATE SOCIAL RESPONSIBILITY

As a socially responsible Company, your Company has a strong sense of community responsibility.

As its operations have expanded, your Company has retained a collective focus on the various areas of corporate sustainability that impact people, environment and the society at large. Founded on the philosophy that society is not just another stakeholder in its business, but the prime purpose of it, the Company, across its various operations is committed 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 Mr. Amirali E. Rayani as Members. The Company has adopted a Corporate Social Responsibility (CSR) Policy in compliance with the provisions of the Companies Act ,2013. As part of its CSR initiatives, the Company has undertaken projects in the areas of promoting health care, promoting education and setting up old age homes.

The above projects are in accordance with Schedule VII of the Act. The Company has spent Rs. 57.78 lakhs towards the CSR projects during the current Financial Year 2014-15.

The average Net Profit of the Company made during the three immediately preceding financial years is Rs.2,426.85 lakhs. Thus, the Company requires to spend not less than Rs. 48.54 lakhs being the 2% of the amount.

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 a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, 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 Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2014-15.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 205C of the Companies Act, 1956, the amounts of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the unpaid dividend account of the Company are required to be transferred to the 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 2006-2007 has been transferred to IEPF. Members who have not yet encashed their warrant (s) for any subsequent years are requested to make their claims to the Company without any delay.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS

- STATUTORY AUDITOR

M/s Bhuta Shah & Co., Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible to offer themselves for re-appointment.

M/s Bhuta Shah & Co., have furnished a certificate, confirming that if re-appointed, their re-appointment will be in accordance with Section 139 read with Section 141 of the Act. Pursuant to the provisions of the Act and the Rules made there under, it is proposed to appoint M/s Bhuta Shah & Co; as the statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 38th AGM to be held in the year 2020, subject to ratification at every subsequent Annual General Meeting held after this Annual General Meeting.

Members are requested to consider the re-appointment of M/s Bhuta Shah & Co. and authorize the Board of Directors to fix their remuneration.

- COST AUDITOR

Based on the Audit Committee recommendation at its meeting held on May 30, 2015, Mr. Girikrishna S. Maniar, Cost Accountant (Membership No. 8202) was re-appointed by the Board as the Cost Auditor of the Company for conducting an audit of the cost accounting records of the Company for financial year commencing from April 1, 2015 to March 31, 2016.

Cost Audit Report for the financial year 2014-2015 will be submitted by Cost Auditor to the Central Government within the stipulated time period.

The Cost Audit Report for the financial year 2013-2014 was submitted to the Central Government within the stipulated time.

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

- SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed CS. Milind Nirkhe , Practicing Company Secretary (Proprietor), Practicing under the name & style M/S Milind Nirkhe & Associates, CP No: 2312 to undertake the Secretarial Audit of the Company for the year ended March 31, 2015. The Secretarial Audit Report is annexed as Annexure C.

The Auditors' Report and the Secretarial Audit Report for the financial year ended March 31 , 2015 do not contain any qualification, reservation, adverse remark or disclaimer.

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 and is continuously making sincere efforts towards conservation of energy. The Company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices.

The Company has taken adequate actions to conserve the energy as Process time reduction by technically improved mixing system.

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

In the past few years, the Company has tried to improve energy efficiency significantly by various measures. Steps taken to conserve energy include:

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

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

3. In its Plants and Offices, the Company has replaced conventional light fixtures with energy efficient fixtures.

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

In addition to various initiatives around energy efficiencies, the Company has also focused on renewable sources of energy. Various steps taken for utilizing alternate sources of energy.

(iii) Capital Investment on Energy Conservation Equipments:

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

The Company has technically improved its thermo packs to get better fuel 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 the strategic pillars of the Company. Since inception your Company has been at the forefront of leveraging technology to provide better products and services to its customer.

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

(ii) Benefits derived like product improvement, cost reduction, product development 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 which includes product development, product improvement & effective cost management, technology has also played a major role in ensuring high level of service delivery.

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

(a) the details of technology imported: The Company has not imported any 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 place, and the reasons thereof: Not Applicable Expenditure on research & development

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

Particulars Amount (Rs. In lakhs)

Capital 0.00

Revenue 39.69

Total R& D Expenditure 39.69

Total Turnover 72,981.94

Total R& D Expenditure as a Percentage of total turnover 0.05

PARTICULARS OF EMPLOYEES

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

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

EXTRACT OF ANNUAL RETURN

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

AUDITORS' REPORT

Comments made by the Statutory Auditors in the Auditors' Report are self- explanatory and 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 Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them and same as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

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

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

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the 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 by the Company and that such internal financial controls are adequate and are operating effectively;

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

ACKNOWLEDGEMENT

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

By Order of the Board of Directors For Panama Petrochem Ltd

Date : July 30, 2015 Amirali E Rayani

Place : Mumbai Chairman

---

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the Thirty – Second Annual Report of the Company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2014.

FINANCIAL HIGHLIGHTS (Rs. In Lac)

Particulars Standalone Consolidated

2014 2013 2014 2013

Net Profit before Tax 2,044.86 1,293.90 2,344.10 1,293.90

Less: Provision for Taxes 504.48 105.79 504.48 105.79

Net Profit After Tax 1,540.38 1,188.11 1,839.62 1,188.11

Add :Profit Brought Forward 11,346.82 10,678.85 11,346.82 10,678.85

Profit available for appropriation 12,887.20 11,866.96 13,186.44 11,866.96

Dividend of previous year including Dividend distribution tax (7.34) Nil (7.34) Nil

Proposed Final Dividend 483.95 344.30 483.95 344.30

Dividend distribution tax 82.25 55.85 82.25 55.85

Less: Transfer to Reserves 208.22 119.99 208.22 119.99

Profit Carried Forward to Balance Sheet 12,120.11 11,346.82 12,419.35 11,346.82

OPERATIONAL PERFORMANCE

- Revenue from operations on a standalone basis decreases by 7% to Rs. 59,137.06 lac.

- Earnings before Interest, Depreciation, Tax & Amortization on a standalone basis increased by 21% to Rs. 2,863.44 lac.

- Net profit on a standalone basis increased by 30% to Rs. 1,540.38 lac.

- The consolidated revenue from operations of the Company for the year ended March 31, 2014 was Rs. 63,502.32 lac an increase by 0.04% on a Year on Year basis.

- Net profit on a consolidated basis increased by 55% to Rs. 1,839.62 lac.

MANAGEMENT DISCUSSION & ANALYSIS

The detailed Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

DIVIDEND

The Board of Directors is pleased to recommended a dividend of 60% i.e. Rs. 6/- per share for the year ended March 2014 as against Rs. 4/- per share in the previous year.

The dividend will be paid to members, whose names appear in the Register of Members of the Company as on 14th August, 2014. In respect of shares held in the electronic form, the dividend will be payable on the basis of beneficial ownership furnished by National Securities Depository Limited and Central Depository Services (India) Limited for this purpose. Dividend will be paid within 30 days from the date of declaration of dividend.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 154.04 lac to the general reserve out of the amount available for appropriation and an amount of Rs. 12,120.11 lac is proposed to be retained in the statement of profit and loss.

CREDIT RATING

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

BUY BACK OF EQUITY SHARES

The Buy-back offer announced by the Company on 14th February 2013 was closed on 13th February 2014. Pursuant to the said buy-back, the Company bought back and extinguished 5,53,522 equity shares of Rs. 10 each and the total amount utilized in buyback is Rs. 7,86,61,799 ( excluding brokerage, transactional Charges and taxes) which represents 44.02% of the Maximum Buyback Size.

Consequent to the buy -back, the paid up share capital of the Company as on March 31, 2014 stood as Rs. 8,06,58,130.

SUB-DIVISION OF EQUITY SHARES

In order to facilitate affordability of the Company''s shares for investors at large and to enhance the liquidity of the Company''s equity shares in the stock market, the Board of Directors at its meeting held on 28th July, 2014 has considered and approved the sub-division of one equity share of the Company having a face value of Rs. 10 each into five equity shares of face value of Rs. 2 each. The sub-division of shares is subject to approval of the shareholders.

SUBSIDIARY

Panol Industries RMC FZE, UAE a wholly owned subsidiary of the Company has started its business operation during the year under review. The Company has built a brand new manufacturing facility in Ras Al Khaimah. The plant is having a total production capacity of 30,000 MT/ year. At this new facility the Company will manufacture petroleum specialty products to cater to the GCC & MENA regions.

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

Panol Industries posted a net profit of Rs. 299.24 lac during the financial year ended 31st March, 2014.

As required under the Listing Agreements entered into with the Stock Exchanges, consolidated financial statements of the Company and its subsidiary is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed in the Companies Act, 1956.

Pursuant to the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company has accorded its consent for not attaching the accounts of the aforesaid Subsidiary Company along with the accounts of your Company. However, the financial information pertaining to the aforesaid Company, as required in the aforesaid Circular, is provided in the Annual Report of your Company. The accounts of aforesaid Company are kept for inspection by any shareholders at the registered office of your Company. Your Company further undertakes that the Annual Accounts of the Subsidiary Company and the related detailed information shall be made available to Shareholders of the Company on demand.

The Consolidated Audited Annual Accounts of your Company together with its subsidiary for the Financial Year 2013-2014 are being published pursuant to Clause 32 of the Listing Agreement.

COST AUDITORS

Based on the Audit Committee recommendation at its meeting held on 21st May,2014, Mr. Girikrishna S. Maniar, Cost Accountant (Membership No. 8202) was re-appointed by the Board as the Cost Auditor of the Company for conducting an audit of the cost accounting records of the Company for financial year commencing from 1st April, 2014 to 31st March, 2015

Cost Audit Report for the financial year 2013-2014 will be submitted by Cost Auditor along with his observations and suggestions, and annexure to the Central Government within the stipulated time period.

The Cost Audit Report for the financial year 2012-2013 was submitted to the Central Government within the stipulated time.

SECRETARIAL AUDIT REPORT

As per Companies Act, 2013 every listed company and every public company having a paid up share capital of Rs. fifty crore or more; or every public company having a turnover of Rs. two hundred fifty crore or more is required to conduct Secretarial Audit by a Company Secretary in Practice.

Accordingly, the Board of Directors in its meeting held on 21st May, 2014 appointed Mr. Milind Nirkhe, Practicing Company Secretary, to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report will confirm that the Company has complied with all the applicable provisions of the Companies Act, 2013 and rules made thereunder, the Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, the Foreign Exchange Management Act, 1999 to the extent applicable to Overseas Direct Investment (ODI), Foreign Direct Investment (FDI) and External Commercial Borrowings (ECB), all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, the Securities and Exchange Board of India (Register to an issue and share Transfer Agents) Regulations, 1993, Secretarial Standard issued by ICSI ,Listing Agreements with the Stock Exchanges and the Memorandum and Article Association of the Company, and other applicable laws/ rules/ regulations etc., if any, as mentioned in form No. MR-3 Pursuant to Section 204(1) of the Companies Act, 2013 and Rule no. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014.

LISTING OF SHARES

Your Company''s shares are listed on the BSE Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for the year 2013–2014. The GDRs of the Company are listed on Luxembourg Stock Exchange.

CORPORATE GOVERNANCE

Your company has implemented all the mandatory requirements pursuant to Clause 49 of the Listing Agreement. A separate report on Corporate Governance is given as a part of the Annual Report along with the certifcate 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 in terms of the provisions of Section 58A of the Companies Act, 1956.

INSURANCE

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

CORPORATE SOCIAL RESPONSIBILITY

As a socially responsible Company, your Company has a strong sense of community responsibility.

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

As a policy, your Company promotes and encourages economic and social development within its communities while providing active support to local initiatives for upliftment of society in general.

In discharge of social obligations, your company regularly contributes to trusts formed for charitable purpose.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 205C of the Companies Act, 1956, the amounts of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the unpaid dividend account of the Company are required to be transferred to the 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 2005-2006 has been transferred to IEPF. The unpaid / unclaimed dividend amount of equity shares of the Company for the financial year 2006-2007 are due for transfer to the said fund in the month of December, 2014. Members who have not yet encashed their warrant (s) are requested to make their claims to the Company without any delay.

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 and are continuously making sincere efforts towards conservation of energy. The Company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices. Information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure A, forming part of this Report .

B. Technology Absorption:

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

Expenditure on research & development

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

Particulars Amount (Rs. In lac)

Capital 0.89

Revenue 30.57

Total R& D Expenditure 31.46

Total Turnover 59,137.06

Total R& D Expenditure as a Percentage of total turnover 0.05%



CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements have been prepared in accordance with the Accounting Standard (AS) 21 on Consolidated Financial Statement read with Accounting Standard (AS ) 23 on Accounting for Investment in Associates, notifed under section 211 (3C) of the Companies Act, 1956.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Amirali E. Rayani, Director retires by rotation and being eligible offer himself for re-appointment. Directors recommend his re- appointment.

As per section 149(4) of the Companies Act, 2013, which came into effect from April 1, 2014, every listed company is required to have at least one-third of the total number of directors as Independent Directors. Accordingly, resolution proposing appointment of Mr. Mukesh Mehta, Mr. Dilip Sobhag Phatarphekar and Mr. Madan Mohan Jain form part of the Notice of the Annual General Meeting and the Company has received requisite notice in writing under Section 160 of the Companies Act, 2013

The Company has received declarations from all the Independents Directors of the Company confirming that they meet with the criteria of Independents as prescribed both under sub-section(6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

AUDITORS

M/s Bhuta Shah & Co., Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible to offer themselves for re-appointment.

A letter under Section 141(3) (g) of the Companies Act, 2013 regarding their eligibility for the proposed appointment has been obtained from them. Your Directors recommend their appointment.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, your Company is required to appoint Key Managerial Personnel. Accordingly, your Company has appointed its Key Managerial Personnel viz., Mr. Amin A. Rayani as Managing Director & Chief Executive officer , Mr. Pramod Maheshwari as Chief Financial officer and Ms. Gayatri Sharma as Company Secretary. All the three Key Managerial Personnel prescribed under the said Act were in the employment of your Company even prior to the Companies Act, 2013 became applicable.

AUDITORS'' REPORT

Comments made by the Statutory Auditors in the Auditors'' Report are self- explanatory and do not require any further clarifcation.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and same as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

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

By Order of the Board of Directors For Panama Petrochem Ltd.

Place : Mumbai Amirali E Rayani

Date : 28th July, 2014 Chairman

---

Mar 31, 2013

Dear Members

The Directors have pleasure in presenting the Thirty-First Annual Report of the company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2013 for your consideration and approval.

FINANCIAL HIGHLIGHTS (Stand Alone Basis) (In Lakhs) As on As on Particulars March March 31st, 2013 31st, 2012

Net Proft before Tax 1,293.90 3,932.50

Less: Provision for Taxes 105.79 869.43

Net Proft After Tax 1,188.11 3,063.07

Add : Proft Brought Forward 10,678.85 8,565.78

Proft available for appropriation 11,866.96 11,628.85

Dividend of previous year including 142.80

Dividend distribution tax

Interim Dividend paid 258.58

Proposed Final Dividend 344.30 172.39

Dividend distribution tax 55.85 69.91

Less : Transfer to Reserves 119.99 306.32

Proft Carried Forward to Balance Sheet 11346.82 10,678.85

OPERATIONAL PERFORMANCE

The Company had revenue from operations of Rs. 63,474.96 Lakhs during the fnancial year 2012-13 as against Rs. 58,422.22 Lakhs in the fnancial year 2011-12 showing a growth of 9% as compared to last year. Earnings before Interest, Depreciation, tax & amortization were Rs. 2,363.33 Lakhs as against Rs. 4,828.94 Lakhs during the previous year. The Company posted a Net Proft of Rs. 1,188.11 Lakhs as against Rs. 3,063.07 Lakhs in the previous year.

The proft of the company was affected because of the fuctuating raw materials cost. Consequently, margin on the fnished product plunged sharply. Further, proftability was adversely impacted due to the sharp depreciation of the rupee''s exchange rate.

A large part of the raw materials used for the production of various products is imported and the steep increase in the cost of global commodities has affected the bottom-line as well as the operating proft margin of the company.

MANAGEMENT DISCUSSION & ANALYSIS

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as a part of this Report.

DIVIDEND

Considering the proft earned during the year under review as compared to the previous year, your Directors have recommended a dividend of 40% i.e. Rs. 4/- per share for the year ended March 2013.

CREDIT RATING

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

BUY BACK OF EQUITY SHARES

As a policy of constantly rewarding and enhancing the shareholders value, your Company vide Board Resolution dated February 14th, 2013 has approved the proposal of buyback of fully paid up equity shares of the Company from open market through stock market mechanisms, at a price not exceeding 160/- per share, upto an amount not exceeding Rs. 17.87 crore being 7.97 % of the aggregate of the Company''s paid up equity share capital and free reserves as at March 31st 2012.

The buyback commenced on March 20th, 2013. The Company has bought back 11,765 equity share upto March 31st 2013 and all the shares bought back in the buyback offer upto March 31st, 2013 have been extinguished as on date. Further, 62040 Equity shares were bought back as on the date of the report.

SUBSIDIARY

During the year, Panol Industries RMZ FZE, UAE was formed as a wholly owned subsidiary of the Company.

Pursuant to the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company has accorded its consent for not attaching the accounts of the aforesaid Subsidiary Company along with the accounts of your Company. However, the fnancial information pertaining to the aforesaid Company, as required in the aforesaid Circular, is provided in the Annual Report of your Company. The accounts of aforesaid Company are kept for inspection by any shareholders at the registered offce of your Company. Your Company further undertakes that the Annual Accounts of the Subsidiary Company and the related detailed information shall be made available to Shareholders of the Company on demand.

The Consolidated Audited Annual Accounts of your Company together with its subsidiary for the Financial Year 2012-2013 are being published pursuant to Clause 32 of the Listing Agreement.

COST AUDITORS

Based on the Audit Committee recommendation at its meeting held on 29th May, 2013, Mr. Girikrishna S. Maniar, Cost Accountant (Membership No. 8202) was re-appointed by the Board as the Cost Auditor of the Company for conducting an audit of the cost accounting records of the Company for fnancial year commencing from 1st April, 2013 to 31st March, 2014.

Cost Audit Report for the Financial Year 2012-2013 will be submitted by Cost Auditor along with his observations and suggestions, and annexure to the Central Government within the stipulated time period.

The Cost Audit Report for the fnancial year 2011-2012 was submitted to the Central Government within the stipulated time.

LISTING OF SHARES

Your Company''s shares are listed on the BSE Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for the year 2012–2013. The GDRs of the Company are listed on Luxembourg Stock Exchange.

CORPORATE GOVERNANCE

Your company has implemented all the mandatory requirements pursuant to Clause 49 of the Listing Agreement. A separate report on Corporate Governance is given as a part of the Annual Report along with the certifcate received from the practicing Company Secretary, M/s. Milind Nirkhe & Associates, Company Secretaries, confrming the compliance.

PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

INSURANCE

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

CORPORATE SOCIAL RESPONSIBILITY

As a socially responsible Company, your Company has a strong sense of community responsibility.

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

As a policy, your Company promotes and encourages economic and social development within its communities while providing active support to local initiatives for upliftment of society in general.

In discharge of social obligations, your company regularly contributes to trusts formed for charitable purpose.

TRANSFER TO THE INVESTOR EDUCTION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 205C of the Companies Act, 1956, the amounts of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the unpaid dividend account of the Company are required to be transferred to the 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 fnancial year 2004-2005 has been transferred to IEPF. The unpaid / unclaimed dividend amount of equity shares of the Company for the fnancial year 2005-2006 are due for transfer to the said fund in the month of November, 2013. Members who have not yet encashed their warrant (s) are requested to make their claims to the Company without any delay.

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 and is continuously making sincere efforts towards conservation of energy. The Company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices. Information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure A, forming part of this Report.

B. Technology Absorption:

The Company has an updated R & D Center at its Ankleshwar Plant. It is the technical centre of Panama and has been the backbone for most of our major product breakthroughs. This Centre at Ankleshwar is fully equipped with modern testing & analytical equipments. The Centre is operated by the team of well qualifed technocrats, as a result, the in – house R & D unit of Panama has been recognized by the Ministry of Science & Technology & the Department of Scientifc and Industrial Research (DSIR). With this recognition Company will spend more on R & D activities and get more new products which will be of better quality. It will also assist in research for import substitution, energy conservation and control of pollution. The in-house R & D facility has enabled us to develop new products which have resulted in the evolution of the Dahej Plant.

Expenditure on research & development

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

Amount Particulars (Rs. In Lakhs)

Capital 0.31

Revenue 29.13

Total R & D Expenditure 29.44

Total Turnover 63,474.96

Total R & D Expenditure as a Percentage

of total turnover 0.05%

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:

(Amount in Rs. Lakhs)

Total Foreign Exchange Infow 22,149.60

Total Foreign Exchange outfow 43,681.11

PARTICULARS OF EMPLOYEES

During the fnancial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and the Companies (Particulars of Employees) Amendment Rules, 2011. Hence, no particulars are required to be disclosed in this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements have been prepared in accordance with the Accounting Standard (AS) 21 on Consolidated Financial Statement read with Accounting Standard (AS) 23 on Accounting for Investment in Associates, notifed under section 211 (3C) of the Companies Act, 1956.

DIRECTORS

After the last Annual General Meeting, Mr. Moiz H. Motiwala and Mr. Hussein V. Rayani have resigned from the Board.

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, M r. Amirali E. Rayani and Mr. Samir A. Rayani retire by rotation and being eligible offer themselves for re-appointment. Directors recommend their re-appointment.

AUDITORS

M/s Bhuta Shah & Co., Statutory Auditors of the Company hold offce until the conclusion of the ensuing Annual General Meeting and being eligible to offer themselves for re-appointment.

A certifcate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them. Your Directors recommend their appointment.

AUDITORS'' REPORT

Comments made by the Statutory Auditors in the Auditors'' Report are self- explanatory and do not require any further clarifcation.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and same as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confrm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the proft of the Company for the year ended on that date;

c. the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

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

By Order of the Board of Directors For Panama Petrochem Ltd.

Place : Mumbai Amirali E Rayani

Date : 29th May, 2013 Chairman

---

Mar 31, 2012

The Directors have pleasure in presenting the Thirtieth Annual Report of the company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2012 for your consideration and approval.

FINANCIAL HIGHLIGHTS (Rs In Lakhs)

Particulars As on As on March March 31st,2012 31st,2011

Net Profit before Tax 3932.50 5026.73

Less: Provision for Taxes 869.43 1,346.18

Net Profit After Tax 3063.07 3,680.55

Add :Profit Brought Forward 8,565.78 5,589.15

Add: Balance transferred Pursuant to Nil 22.22 scheme of amalgamation

Less: Dividend paid for the previous 142.80 Nil year including Dividend distribution tax

Profit available for appropriation 11486.05 9291.92

Interim Dividend paid 258.58 Nil

Proposed Final Dividend 172.39 308.10

Dividend distribution tax 69.92 49.98

Less: Transfer to Reserves 306.31 368.06

Profit Carried Forward to Balance Sheet 10,678.85 8,565.78

OPERATIONS

The Company had a revenue from operations of Rs. 58,422.22 lakhs during the financial year 2011-12 as against 46,437.34 lakhs in the financial year 2010-11 showing a growth of 25% as compared to last year. Earnings before Interest, Depreciation, tax & amortization were 4,828.94 lakhs as against Rs. 5,794.00 lakhs during the previous year. The Company posted a Net Profit of Rs. 3,063.07 lakhs as against Rs. 3,680.55 lakhs in the previous year

MANAGEMENT DISCUSSION & ANALYSIS

The detailed Management Discussion & Analysis Report is attached hereto with the Director's Report and should be read as part of this Report.

DIVIDEND

The Company has paid an interim dividend @ 30% i.e. Rs. 3/- per share during the year and directors have further recommend a final dividend @ 20% i.e Rs. 2/-per share, thereby making the total dividend 50% i.e. Rs. 5/- per share (previous year Rs. 5/- per share) for the year ended March 31, 2012.

CREDIT RATING

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

SUBSIDIARY

Your Company is in process of setting up its subsidiary in United Arab Emirates for further expansion of its business and to cater to the international demand more economically & promptly. In this regard, in-principle approval of Board of Directors has already been taken in its meeting held on 13* February, 2012. Various statutory permissions, approvals & sanctions are being obtained for incorporation of subsidiary.

COST AUDITORS

Mr. Girikrishna S. Maniar, Cost Accountant (Membership No. 8202) was re-appointed as Cost Auditor of the Company for conducting an audit of the cost accounting records of the Company for financial year commencing from 01st April, 2012 to 31st March, 2013. Due date for filing of cost audit report for financial year ending on 31st March, 2012 is 27th September 2012.

LISTING OF SHARES

Your Company's shares are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for the year 2011-2012. The GDRs of the Company are listed on Luxembourg Stock Exchange.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement with the Bombay Stock Exchange Limited & National Stock Exchange of India Limited the following have been made a part of the Annual Report:

- Management discussion and Analysis Report

- Corporate Governance Report

- Practicing Company Secretary Certificate regarding compliance of conditions of Corporate Governance.

- Declaration on compliance with Code of Conduct. PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

The Company is aware about energy consumption and environmental issues related 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 conservation through improved operational and maintenance practices. Information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure A, forming part of this Report .

B. Technology Absorption:

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

Expenditure on research & development

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

Amoun Particulars (Rs In lakhs)

Capital 33.14

Revenue 38.70

Total R& D Expenditure 71.84

Total Turnover 58,422.22

Total R& D Expenditure as a Percentage 0.12% of total turnover

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:

(Amount in Lakhs)

Total Foreign Exchange Inflow 23,397.84

Total Foreign Exchange outflow 43,515.85

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Madan Mohan Jain and Mr. Dilip Sobhag Phatarphekar retire by rotation and being eligible offer themselves for re-appointment. Directors recommend their re-appointment.

AUDITORS

M/s S.R. Batliboi & Co., Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting, have expressed their inability to continue as auditors of the Company and, accordingly, do not seek reappointment as auditors, at the forthcoming Annual General Meeting.

The Company has received a special notice from a member of the Company, under the provisions of section 190(1) of the Companies Act, 1956, requesting that M/s Bhuta Shah & Co, Mumbai, be appointed as the statutory auditors of the Company, from the completion of the forthcoming Annual General Meeting on 6th August, 2012, to the completion of the next Annual General Meeting. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them. Your Directors recommend their appointment.

AUDITORS' REPORT

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

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and same as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that: :

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis

ACKNOWLEDGEMENT

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

By Order of the Board of Directors For Panama Petrochem Ltd

Place : Mumbai Amirali E Rayani

Date : 29th June, 2012 Chairman

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report of the company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2011 for your consideration and approvall.

FINANCIAL HIGHLIGHTS ( Rs. In Thousands)

Particulars As on As on

March 31, March 31, 2011 2010

Net Profit before Tax 502,782 323,323

Less: Provision for Taxes 134,725 84,123

Net Profit After Tax 368,057 239,200

Less: Transfer to Reserves 36,806 23,920

Less: Proposed Dividend 35,808 34,164

including Corporate Dividend Tax

Net Profit After Appropriations 295,443 181,116

Profit Brought Forward 558,915 377,799

Profit Carried Forward to

Balance Sheet 854,358 558,915

OPERATIONS

The Company had a sales turnover of Rs. 46406.81 lac during the financial year 2010-11 as against Rs. 31925.61 lac in the financial year 2009-10. Profit before Interest, Depreciation and tax was Rs. 5795.10 lac as against Rs. 3872.11 lac during the previous year showing a growth of around 50% as compared to the last year. The Company posted a Net Profit of Rs. 3680.57 lac as against Rs. 2392.00 lac in the previous year showing a growth of 54% as compared to the last year.

Dahej Unit

Panama has set up a state-of-the-art manufacturing facility located in the Special Economic Zone in Dahej. The plant is being developed in two Phases. Construction of Phase I of the Dahej plant with a capacity of 30,000 metric tonnes was completed in August 2010. The Phase I facility is equipped with the latest technology to manufacture various petroleum fractions suitable to feed the requirements of the Drilling & Mining Industries. The Dahej plant will rapidly grow to become a major logistic hub for the Import & Export of bulk liquids & containers, which will help Panama Petrochem Ltd. to expand its businesses with the international markets and subsequently reduce logistic costs. This phase houses the Distillation & Refining Units.

Construction for Phase II of the Dahej Plant which has a capacity of 70,000 metric tonnes will commence soon.

MANAGEMENT DISCUSSION & ANALYSIS

The detailed Management Discussion & Analysis Report is attached hereto with the Directors' Report and should be read as part of this Report.

DIVIDEND

In view of the continual satisfactory performance of the Company during the Financial Year 2010-11, your Directors are pleased to recommend a dividend @ 50% i.e. Rs. 5/- per share (previous year Rs. 5/- per share) for the year ended March 31, 2011.

Underlying Equity Shares allotted towards the GDR issue of the Company before the Book Closure for payment of dividend will rank pari pasu with the existing shares and be entitled to receive the dividend.

CREDIT RATING

We are glad to announce that your Company got conducted the credit rating from one of the leading credit rating agency CARE and is assigned a "CARE A " rating to the Long Term Facilities and "PR1 " rating to the Short Term Facilities.

MERGER & AMALGAMATION

The Hon'ble High Court of Gujarat, vide its order dated 23rd March, 2011 approved the Scheme of Amalgamation of Monaco Petroleum Pvt. Ltd. with Panama Petrochem Ltd. copies of the Hon'ble High Court Order have already been fled with the Registrar of Companies, Gujarat, and the Transferor Company was dissolved without the process of winding-up.

Pursuant to the Scheme of Amalgamation as approved by the High Court of Gujarat, the Company has issued and allotted 321,750 equity shares to the shareholders of the Transferor Company- Monaco Petroleum Pvt Ltd. in the Board Meeting held on 30th May 2011.

Requisite information about the amalgamation is given in 'Note 16 of Schedule 18' of 'Notes on Accounts'.

GLOBAL DEPOSITORY RECEIPTS (GDRS).

Company's GDR Issue closed successfully on, 20 July 2011 and Company received orders for 491,469 GDRs at a price of US$ 28.486 per GDR. The Board of Directors of the Company, at its meeting held on 20 July 2011, allotted 2,457,345 equity shares of Rs.10 each in favour of the overseas Depositary.

Each GDR represents five underlying equity share in the Company. The GDRs have been listed on the Luxembourg Stock Exchange.

LISTING OF SHARES

Your Company's shares are listed on the Bombay Stock Exchange Ltd. The Company has paid the listing fees for the year 2010–2011. The GDRs of the Company are listed on Luxembourg Stock Exchange. The Company has also applied for listing of shares with National Stock Exchange. The application for listing is under process.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement with the Bombay Stock Exchange Limited the following have been made a part of the Annual Report:

- Management discussion and Analysis Report

- Corporate Governance Report

- Auditors Certificate regarding compliance of conditions of Corporate Governance.

- Declaration on compliance with code of Conduct.

PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

The Company is aware about energy consumption and environmental issue related 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 conservation through improved operational and maintenance practices. Information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure A, forming part of this Report.

B. Technology Absorption:

The Company has an updated R & D Center at its Ankleshwar Plant. It is the technical centre of Panama and has been the backbone for most of our major product breakthroughs. This Centre at Ankleshwar is fully equipped with modern testing & analytical equipments. The Centre is operated by the team of well qualified technocrats, as a result, the in – house R& D unit of Panama has been recognized by the Ministry of Science & Technology & the Department of Scientific and Industrial Research(DSIR).

With this recognition Company will spend more on R&D activities and get more new products which will be of better quality. It will also assist in research for import substitution, energy conservation and control of pollution. The in-house R& D facility has enabled us to develop new products which have resulted in the evolution of the Dahej Plant.

Expenditure on research & development

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

Particulars Amount ( Rs. In Thousands)

Capital 2,458

Revenue 8,156

Total R& D Expenditure 10,614

Total Turnover 4,640,681

Total R& D Expenditure as a

Percentage of total turnover 0.23%

C. Foreign exchange earnings and outgo:

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

ii. Foreign Exchange Earnings and Outgo:

(Amount in Rs. Thousands)

Total Foreign Exchange Infow 1,597,071

Total Foreign Exchange outfow 3,686,374

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report

DIRECTORS

After the last Annual General Meeting, Mr. Hussein V. Rayani has been appointed as an Additional Director & Joint managing Director of the Company. His appointment as a Director and as a Joint Managing Director of the Company is placed before the members for consideration.

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Mukesh Mehta and M r. Moiz H. Motiwala are liable to retire by rotation and being eligible offer themselves for re-appointment. Directors recommend their re-appointment.

AUDITORS

M/s S.R. Batliboi & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible to offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

AUDITORS' REPORT

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

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confrm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis

ACKNOWLEDGEMENTS

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

By Order of the Board of

Directors

For Panama Petrochem Ltd.

Place : Mumbai Amirali E. Rayani

Date : 8th August, 2011 Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Eighth Annual Report of the company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2010 for your consideration and approval.

FINANCIAL HIGHLIGHTS (Rs. In Lacs)

Particulars As on As on

March 31. March 31,

2010 2009

Net Profit before Tax & Extra -

Ordinary Items 3,245.93 1,699.08

Prior Period Adjustments 12.70 34.95

Net Profit Before Tax 3,233.23 1664.13

Less: Provision for Taxes 841.23 496.60

Net Profit After Tax 2,392.00 1,167.53

Less: Transfer to Reserves 239.20 116.75

Less : Proposed Dividend including Corporate

Dividend Tax 341.64 273.31

Net Profit After Appropriations 1,811.16 777.47

Profit Brought Forward 3,777.99 2,943.07

Profit Carried Forward to

Balance Sheet 5,589.15 3,777.99



OPERATIONS

The Company had a sales turnover of Rs. 32,023.73 lacs as against Rs. 36,739.24 lacs in the financial year 2008-09. Profit before Interest, Depreciation and tax was Rs. 3,245.93 lacs as against Rs. 1699.08 lacs during the previous year showing a growth of around 90% as compared to the last year. The Company posted a Net Profit of Rs 2,392.00 lacs as against Rs. 1,167.53 lacsjrvthe previous year showing a growth of more than 100% as compared to the last year.

Dahej Unit: The Company has got permission to start plant in Dahej SEZ and construction and erection of machinery work is going smoothly and hopeful to start commercial production by September, 2010. As per the conditions of Government net foreign exchanges should be positive and company is hopeful to fulfill the export criteria.The Company will be manufacturing and exporting Liquid Paraffin, Petroleum Jelly, Ink Oil, Rubber Process Oil, Lubricating Oil & Greases, Transformer Oil, Antistatic Coning Oil, Mining Oil and Cable Jelly. The plant will be enjoying Income Tax, Excise, Sales Tax, Duty Free Electricity and Customs Duty benefits

The detailed Management Discussion & Analysis Report is attached hereto with the Directors Report and should be read as part of this Report.

DIVIDEND

In view of the continual satisfactory performance of the Company during the Financial Year 2009-10, your Directors are pleased to recommend a dividend @ 50% i.e. Rs. 5/- per share (previous year Rs. 4/- per share) for the year ended March 31, 2010.

The payment of dividend together with the tax thereon absorbed a sum of Rs. 341.63 Lakhs.

CARE RATING

We are glad to announce that your Company got conducted the credit rating from one of the leading credit rating agency CARE and is assigned a "CARE A+" rating to the Long Term Facilities and "PR1+" rating to the Short Term Facilities.

LISTING OF SHARES

Your Companys shares are listed on the Bombay Stock Exchange Ltd. The Company has paid the listing fees for the year 2009-2010. The Company has applied for listing of shares with National Stock Exchange.

The application for listing is under process.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement with the Bombay Stock Exchange Limited the following have been made a part of the Annual Report:

- Management discussion and Analysis

- Corporate Governance Report

- Auditors Certificate regarding compliance of conditions of Corporate Governance.

- Declaration on compliance with code of Conduct.

PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy: The Company is aware about energy consumption and environmental issue related 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 conservation through improved operational and maintenance practices. Information as required under section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure A, forming part of this Report

B. Technology Absorption: The Company has an updated R&D Center at its Ankleshwar Plant. It is equipped with all the advanced technological facilities with the latest instruments. The Center is operated by the team of well qualified and experienced technocrats and Company is trying to get recognised R&D Center from Government of India.

C. Foreign exchange earnings and outgo:

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

ii. Foreign Exchange Earnings and Outgo:

(Amount in Rs Lacs)

Total Foreign Exchange Inflow 9276.09 Lacs

Total Foreign Exchange outflow 20202.93 Lacs

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Companys employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

DIRECTORS

After the last Annual General Meeting, Mr. Moiz H. Motiwala was appointed as an additional director. In terms of the provisions of Companies Act, 1956, he hold office until the date of ensuing Annual General Meeting. His appointment as an ordinary director of the Company is placed before the members for consideration.

After the last Annual General Meeting, Mr. Rajendra V. Thakkar resigned from the Board.

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr. Amirali E Rayani and Mr. Samir A Rayani are liable to retire by rotation and being eligible offer themselves for re-appointment. Directors recommend their re-appointment.

AUDITORS

M/s Habib & Co., Chartered Accountants, Statutory Auditors of the Company held office until the conclusion of the ensuing Annual General Meeting and indicated their inability to continue as auditors of the Company and, accordingly, do not seek reappointmentas auditors, at the forthcoming annual general meeting on September 25, 2010.

The Company has received a special notice from a member of the Company, under the provisions of section 190(1) of the Companies Act, 1956, requiring that M/s S.R.Batliboi & Co, Mumbai, be appointed as the statutory auditors of the Company, from the completion of the forthcoming annual general meeting on 25th September, 2010, to the completion of the next annual general meeting. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them. Your Directors recommend their appointment.

AUDITORS REPORT

Comments made by the Statutory Auditors in the Auditors Report are self-explanatory and do not require any further clarification except the following:

Note No.4 of the main Auditors Report states that the Company has not provided for the Leave Encashment payable to employees which is not in accordance with the Accounting Standard 15 as notified by the Companies (Accounting Standards) Rules 2006.

We would like to state that the Company do not permit any person to carry forward their leaves. All the leaves can be taken in the financial year only.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

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

By Order of the Board of Directors

For Panama Petrochem Ltd

Place: Mumbai Amirali E Rayani

Date: 12th August, 2010 Chairman