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Panama Cover 2017 ctc - Bombay Stock Exchange Mr. Amirali E. Rayani Chairman Mr. Amin A. Rayani Managing Director & CEO Mr. Hussein V. Rayani Joint Managing Director Mr. Samir A. Rayani

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  • PANAMA PETROCHEM LIMITED 35th ANNUAL REPORT 2016-17

    1

    Board of Directors

    Mr. Amirali E. Rayani Chairman

    Mr. Amin A. Rayani Managing Director & CEO

    Mr. Hussein V. Rayani Joint Managing Director

    Mr. Samir A. Rayani Whole-time Director

    Mr. Dilip S. Phatarphekar Independent Director

    Mr. Madan Mohan Jain Independent Director

    Mr. Mukesh Mehta Independent Director

    Ms. Nargis Mirza Kabani Independent Director

    Chief Financial Officer

    Mr. Pramod Maheshwari

    Company Secretary &

    Compliance Officer

    Ms. Gayatri Sharma

    Auditors

    Bhuta Shah & Co LLP

    Chartered Accountants, Mumbai, India

    Bankers

    DCB Bank Limited

    Citibank N.A.

    Standard Chartered Bank

    IDBI Bank Limited

    DBS Bank Limited

    Yes Bank Limited

    HDFC Bank Limited

    IDFC Bank

    Listed at

    BSE Limited

    National Stock Exchange of India Limited

    Luxembourg Stock Exchange (GDRs)

    Corporate Office

    401, Aza House, 24, Turner Road

    Bandra (W), Mumbai 400 050, India

    Tel: 91-22-42177777

    Fax: 91-22-42177788

    Website: www.panamapetro.com

    E-mail: [email protected]

    Registered Office

    Plot No: 3303, G.I.D.C. Estate,

    Ankleshwar 393 002, Gujarat, India

    Tel: 91-2646-221 068

    Fax: 91-2646-250281

    Corporate Identification Number

    (CIN) : L23209GJ1982PLC005062

    Email: [email protected]

    Plants

    Ankleshwar, Daman, Taloja, & Dahej

    Registrar & Share Transfer Agents

    Bigshare Services Private Limited

    1st Floor, Bharat Tin Works Building,

    Opp. Vasant Oasis, Makwana Road,

    Marol, Andheri East, Mumbai-400059

    Maharashtra, India.

    Tel: 91-22-62638200

    Fax: 91-22-62638299

    E-mail: [email protected]

  • PANAMA PETROCHEM LIMITED 35th ANNUAL REPORT 2016-17

    2

    Contents Page No.

    Notice ................................................................................................ 3

    Directors’ Report ................................................................................. 10

    Management Discussion & Analysis Report ........................................... 32

    Corporate Governance Report .............................................................. 36

    CEO Report ........................................................................................ 51

    Auditors’ Report & Annexure ................................................................ 52

    Balance Sheet ..................................................................................... 58

    Profit & Loss Accounts ......................................................................... 59

    Cash Flow Statement ........................................................................... 60

    Notes of Account ................................................................................. 62

    Consolidated Independent Auditors’ Report .......................................... 87

    Consolidated Balance Sheet ................................................................. 92

    Consolidated Profit & Loss Accounts ..................................................... 93

    Consolidated Cash Flow Statement ....................................................... 94

    Consolidated Notes to Account ............................................................. 96

    Proxy Form ......................................................................................... 119

  • PANAMA PETROCHEM LIMITED 35th ANNUAL REPORT 2016-17

    3

    NOTICE CIN : L23209GJ1982PLC005062

    Notice is hereby given that the THIRTY – FIFTH ANNUAL GENERAL MEETING of the Members of PANAMA PETROCHEM LIMITED will be held on Monday, September 18, 2017 at 11:30 A.M. at the Registered Office of the Company at Plot No. 3303, G.I.D.C. Estate, Ankleshwar, Gujarat - 393002 to transact the following business:

    Ordinary Business:

    1. To receive, consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) for the financial year ended March 31, 2017 together with the Reports of the Board of Directors & Auditors thereon.

    2. To declare dividend on Equity Shares.

    3. To appoint a Director in place of Mr. Amirali E. Rayani (DIN 00002616), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

    4. To ratify the appointment of Auditors and to fix their remuneration and in this regard to consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

    RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company hereby ratifies the appointment of “Bhuta Shah & Co LLP” Chartered Accountants (Firm Registration No. 101474W /W100100), as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held in 2018 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.

    Special Business:

    5. To approve the issue of Bonus Shares and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

    RESOLVED THAT in accordance with the provisions of Section 63 and other applicable provisions of the Companies Act, 2013 (‘the Act’), including rules notified thereunder and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (‘the Regulations’), including any amendment or modification of the Act and / or the Regulations, and the enabling provisions of the Articles of Association of the Company and subject to such approval(s) as may be necessary from any authority, consent of the members be and is hereby accorded to the Board of Directors of the Company (‘the Board’, which term shall be deemed to include any Committee thereof) for capitalization of such sum from the Securities Premium Account, Capital Redemption Reserve or any other permitted reserves/ surplus of the Company, as may be considered necessary by the Board, for the purpose of issue of Bonus Shares of ` 2/- (Rupee Two) each, credited as fully paid-up Equity Shares to the holders of the Equity Shares of the Company in the proportion of 1 (One) Bonus Share of ` 2/- each for every existing 2 (Two) fully paid-up Equity Shares of ` 2/- each held by such members whose names appear in the Register of Members as on a ‘Record Date’ to be determined by the Board for this purpose, and that the Bonus Shares so distributed shall, for all purposes, be treated as an increase in the nominal amount in the Share Capital of the Company held by each such Member, and not as income;

    RESOLVED FURTHER THAT that the Bonus Shares so allotted shall rank pari passu in all respects with the fully paid- up Equity Shares of the Company as existing on the Record Date, save and except that they shall not be entitled to any dividend in respect of any financial year up to and including March 31, 2017.

    RESOLVED FURTHER THAT the Bonus Shares so allotted shall be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company.

    RESOLVED FURTHER THAT no letter of allotment shall be issued to the allottees of the new bonus shares and the share certificate(s) in respect of the new equity bonus shares shall be issued to shareholders holding shares in physical mode and dispatched to the allottees thereof within the period prescribed or that may be prescribed in this behalf, from time to time, except that the new equity bonus shares will be credited to the demat account of the allottees, who hold the existing equity shares in electronic form or shareholder(s) holding shares in physical mode opt to receive the bonus shares in electronic form.

    RESOLVED FURTHER THAT no fractions arising out of the issue and allotment of the Bonus Shares shall be allotted by the Company and the Company shall not issue any certificate or coupon in respect thereof but all such fractional entitlements shall be consolidated and the Bonus Shares, in lieu thereof, shall be allotted by the Board to nominee(s) appointed by the Board, who shall hold the same as trustee(s) for the Members entitled thereto, and sell the said Shares so arising at the then prevailing market rate and pay to the Company the net sale proceeds thereof, after adjusting therefrom the cost and expenses in respect of such sale, for distribution to Members in proportion to their fractional entitlements.

  • PANAMA PETROCHEM LIMITED 35th ANNUAL REPORT 2016-17

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    RESOLVED FURTHER THAT the Board be and is hereby authorised to take necessary steps for listing of such Bonus Shares on the Stock Exchanges where the Shares of the Company are listed, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable guidelines, rules or regulations.

    RESOLVED FURTHER THAT the Board be and is hereby authorised to take such steps as may be necessary including the delegation of all or any of its powers herein conferred to any Director(s),