Panama Petro Ar 2010

PANAMA PETROCHEM LIMITED
Board of Directors
MR. AMIRALI E. RAYANI MR. AMIN A. RAYANI MR. SAMIR A. RAYANI MR. DILIP S. PHATARPHEKAR MR. MADAN MOHAN JAIN MR. MUKESH T. MEHTA MR. MOIZ H. MOTIWALA Chairman Managing Director & CEO Whole-time Director Independent Director Independent Director Independent Director Independent Director
Registered Office Plot No: 3303, G.I.D.C. Estate, Ankleshwar 393 002 Tel: 91-2646-221 068, Fax: 91-2646-250281 Email: panamaoils@satyam.net.in
Company Secretary MS. NIDHI GUPTA
Corporate Office 401, Aza House, 24, Turner Road. Bandra (W), Mumbai 400 050 Tel: 91-22-42177777 Fax: 91-22-42177788 Website: panamapetro.com Email: panama@vsnl.com
Auditors M/S. HABIB & COMPANY Chartered Accountants, Mumbai
Plants Ankleshwar, Daman, Taloja, Mumbai & Dahej
Bankers INDIAN BANK D C B LIMITED CANARA BANK HSBC BANK STANDARD CHARTERED BANK HDFC BANK CITI BANK DBS BANK LIMITED ICICI BANK LIMITED YES BANK
Registrar & Share Transfer Agents Bigshare Services Private limited E-2, Ansa Industrial Estate, Sakinaka, Saki - Vihar Road, Andheri (E), Mumbai - 400 072 Maharashtra Tel: 91-22-40430200 Fax: 91-22-2847 5207 E-mail: info@bigshareonline.com
Listed at BOMBAY STOCK EXCHANGE LIMITED
28th Annual Report 2009-10
28th Annual General Meeting

Date Day Time Place : 25th September, 2010 : Saturday : 11:00 a.m. : Plot No. 3303, G.I.D.C. Estate, Ankleshwar, Gujarat - 393 002
Contents
Notice Directors Report Management Discussion & Analysis Report Corporate Governance Report CEO Certification Auditors Report & Annexure Balance Sheet Profit & Loss Account Schedules to Accounts Cash Flow Statement ECS Mandate Form Proxy Form/Attendance Slip
Page 3-8 9-10 11 12-16 17 18-20 21 22 23-36 37 39 40
Notice
Notice is hereby given that the TWENTY EIGHTH ANNUAL GENERAL MEETING of the Members of PANAMA PETROCHEM LIMITED will be held on Saturday, 25th September, 2010 at 11:00 A.M. at the Conference Hall of the Registered Office of the Company at Plot No. 3303, G.I.D.C. Estate, Ankleshwar, Gujarat 393 002 to transact the following business: Ordinary Business: 1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2010 and Profit and Loss Account for the year ended on that date together with the Reports of the Auditors and Directors thereon. To declare dividend on Equity Shares. To appoint a Director in place of Mr. Amirali E Rayani, who retires by rotation and, being eligible, offers himself for re-appointment. To appoint a Director in place of Mr. Samir A Rayani, who retires by rotation and, being eligible, offers himself for re-appointment. To consider and if thought fit to pass with or without modifications the following resolution as an Ordinary Resolution: Resolved that pursuant to the provisions of section 224 and other applicable provisions if any of the Companies Act 1956 M/s S. R. Batliboi & Co (Firm Regn. No. 301003 E) Chartered Accountants, Mumbai be and are hereby appointed as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company in place of M/s Habib & Co Chartered Accountant the retiring Auditors of the Company on such remuneration as may be fixed by the Board of Directors of the Company. Special Business: 6. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: Resolved that Mr. Moiz H. Motiwala, who was appointed as an Additional Director of the Company to hold office till the date of the Annual General Meeting, be and is hereby appointed as an Ordinary Director of the Company whose office shall be liable for determination through retirement by rotation. 7. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: Resolved that pursuant to the provisions of Section 198, 269, 309 and 310 read with Schedule XIII of the Companies Act, 1956 and the Articles of the Association of the Company, and other applicable provisions, if any, remuneration of Mr Amirali E Rayani, Chairman and Director of the Company be and is hereby increased from Rs 50,000 per month to Rs. 2,00,000 per month only paid as Salary, allowance(s) plus perquisites with effect from 1st June, 2010, as per the terms and condition set out in the draft agreement place before this meeting. Resolved further that in the event of loss, absence or inadequacy of profits, the aforesaid remuneration shall be the minimum remuneration. Resolved further that the Board of Directors of the Company (including any committee/sub-committee of the Board) be and is hereby authorised to assign and delegate, from time to time, such work, duties, power and authorities to the Chairman as it may deem fit and proper. Resolved further that the Board of Directors and the Remuneration Committee of the Company be and are hereby severally authorised to fix such remuneration and to work out various components of the remuneration package as it may deem fit and proper within the overall limits of the remuneration as approved above. Resolved further that the Board of Directors of the Company (including any committee/sub-committee of the Board) be and is hereby authorised to take all necessary steps to give effect to the aforesaid resolution. 8. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: Resolved that pursuant to the provisions of Section 198, 269, 309 and 310 read with Schedule XIII of the Companies Act, 1956 and the Articles of the Association of the Company, and other applicable provisions, if any, remuneration of Mr Amin A Rayani, Managing Director & CEO of the Company be and is hereby increased from Rs 50,000 per month to Rs. 1,75,000 per month only paid as Salary, allowance(s) plus perquisites with effect from 1st June, 2010, as per the terms and condition set out in the draft agreement place before this meeting Resolved further that in the event of loss, absence or inadequacy of profits, the aforesaid remuneration shall be the minimum remuneration. Resolved further that the Board of Directors of the Company (including any committee/sub-committee of the Board) be and is hereby authorised to assign and delegate, from time to time, such work, duties, power and authorities to the Managing Director as it may deem fit and proper. Resolved further that the Board of Directors and the Remuneration Committee of the Company be and are hereby severally authorised to fix such remuneration and to work out various components of the remuneration package as it may deem fit and proper within the overall limits of the remuneration as approved above. Resolved further that the Board of Directors of the Company (including any committee/sub-committee of the Board) be and is hereby authorised to take all necessary steps to give effect to the aforesaid resolution.
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9. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: Resolved that pursuant to the provisions of Section 198, 269, 309 and 310 read with Schedule XIII of the Companies Act, 1956 and the Articles of the Association of the Company, and other applicable provisions, if any, remuneration of Mr Samir A Rayani, Director designated as Whole Time Director of the Company be and is hereby increased from Rs 50,000 per month to Rs. 1,50,000 per month only paid as Salary, allowance(s) plus perquisites with effect from 1st June, 2010, as per the terms and condition set out in the draft agreement place before this meeting Resolved further that in the event of loss, absence or inadequacy of profits, the aforesaid remuneration shall be the minimum remuneration. Resolved further that the Board of Directors of the Company (including any committee/sub-committee of the Board) be and is hereby authorised to assign and delegate, from time to time, such work, duties, power and authorities to the Whole Time Director as it may deem fit and proper. Resolved further that the Board of Directors and the Remuneration Committee of the Company be and are hereby severally authorised to fix such remuneration and to work out various components of the remuneration package as it may deem fit and proper within the overall limits of the remuneration as approved above. Resolved further that the Board of Directors of the Company (including any committee/sub-committee of the Board) be and is hereby authorised to take all necessary steps to give effect to the aforesaid resolution. 10. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: Resolved that pursuant to the provisions of section 94(1)(a) of the Companies Act, 1956, and other applicable provisions, if any, the Authorised Share Capital of the Company be and is hereby increased from Rs. 13,16,00,000 to Rs. 25,00,00,000 by way of addition of 1,18,40,000 Equity shares of Rs 10 each aggregating Rs 11,18,40,000. Resolved Further that the Clause V of the Memorandum of Association of the Company be and is hereby substituted with the following new Clause: V. The Authorised Share Capital of the Company is Rs. 25 crores (Rupees twenty five crore only) divided into 2,50,00,000 (two crore fifty lacs) Equity Shares of Rs. 10 (Rupees ten) each. Resolved that in accordance with the provisions of Section 81(1A) and other applicable provisions, if any of the Companies Act, 1956, Foreign Exchange Management Act, 1999, Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (SEBI Guidelines), Listing Agreements entered into by the Company with the Stock Exchanges where the shares of the Company are listed, enabling provisions in the Memorandum and Articles of Association of the Company as also provisions of any other applicable laws, rules and regulations (including any amendments thereto or re-enactments thereof for the time being in force) and subject to such approvals, consents, permissions and sanctions of the Securities and Exchange Board of India (SEBI), Government of India (GOI), Reserve Bank of India (RBI) and all other appropriate and/or concerned authorities, or bodies and subject to such conditions and modification, as may be prescribed by any of them in granting such approvals, consents, permissions and sanctions which may be agreed to by the Board of Directors of the Company (Board)(which term shall be deemed to include any Committee which the Board may have constituted or hereafter constitute for the time being exercising the powers conferred on the Board by this resolution), the Board be and is hereby authorized to offer, issue and allot, , either in India or abroad or in the course of domestic and/or international offering and/or Qualified Institutions Placement (QIP) to Qualified Institution Buyers (QIB)/Foreign Currency Convertible Bonds (FCCBs)/ Global Depositary Receipts (GDRs)/ American Depository Receipts (ADRs), through one or more placements of equity shares/fully convertible debentures (FCDs)/partly convertible debentures (PCDs)/ non convertible debentures (NCDs) with warrants/ or any securities (other than warrants) which are convertible into or exchangeable with equity shares at a later date (herein referred to as Securities) not exceeding US$ 20 mn, if higher (including green shoe option), as the Board may determine in accordance with the SEBI Guidelines and where necessary in consultation with the Lead Managers, Underwriters, Merchant Bankers, Guarantors, Financial and/or Legal Advisors, Rating Agencies/ Advisors, Depositories, Custodians, Principal Paying/Transfer/ Conversion agents/ Listing agents, Registrars, Trustees, Printers, Auditors, Stabilizing agents and all other Agencies/Advisors. Resolved further that this issue shall be completed within 12 months from the date of this Annual General Meeting. Resolved further that the relevant date for determination of the floor price of the Securities to be issued by way of this issue shall be the dates(s) of the meeting(s) in which the Board decides to open the proposed issue or the date on which the holder of the securities which are convertible into or exchangeable with equity shares at a later date becomes entitled to apply for the said shares, as the case may be (Relevant Date). Resolved further that the Equity Shares so issued shall rank pari passu with the existing Equity Shares of the Company in all respects.
Resolved Further that Board of Directors of the Company be and is hereby authorised to take all necessary steps that may be required to give effect to the aforesaid resolution. 11. To consider and, if thought fit, to pass with our without modifications(s), as a Special Resolution the following:
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Resolved further that the securities to be offered and allotted shall be in dematerialized form. Resolved further that for the purpose of giving effect to any offer, issue or allotment of Securities the Board, be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may, in absolute discretion, deem necessary or desirable for such purpose, including without limitation, the determination of the terms thereof, for entering into arrangements for managing, underwriting, marketing, listing and trading, to issue placement documents and to sign all deeds, documents and writings and to pay any fees, commissions, remuneration, expenses relating thereto and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in regard to such offer(s) or issue(s) or allotment(s) as it may, in its absolute discretions, deem fit. Resolved further that the Board be and is hereby authorized to appoint Lead Manager(s) in offerings of Securities and to remunerate them by way of commission, brokerage, fees or the like and also to enter into and execute all such arrangement, agreements, memoranda, documents, etc. with Lead Manager(s) and to seek the listing of such securities. Resolved further that the Company do apply for listing of the new Equity Shares as may be issued with the Bombay Stock Exchange Limited or any other Stock Exchange(s). Resolved Further that the Company do apply to the National Securities Depository Limited and/or Central Depository Services (India) Limited for admission of the above said Equity Shares to be allotted on QIP basis. Resolved further that the Board be and is hereby authorized to create necessary securities on such of the assets and properties (whether present or future) of the Company in respect of the facilities obtained as above and to approve, accept, finalize and execute facilities, sanctions, undertakings, agreements, promissory notes, credit limits and any of the documents and papers in connection with availing of the above facilities. Resolved further that the Board be and is hereby authorized to delegate all or any of the powers herein conferred in such manner as they may deem fit. By Order of the Board of Directors For Panama Petrochem Ltd Place: Mumbai Date : 12th August, 2010 Registered Office: Plot No. 3303, G.I.D.C. Estate Ankleshwar - 393 002, Gujarat Notes: 1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself Nidhi Gupta Company Secretary 7. and the proxy need not be a member of the company. The proxy form should be lodged with the company at its registered office at least 48 hours before the commencement of the meeting. 2. Corporate Members: Corporate Members intending to send their authorised representatives are requested to send a duly certified copy of the Board Resolution authorizing the representatives to attend and vote at the Annual General Meeting. Members/Proxies attending the meeting are requested to bring their copy of Annual Report to the Meeting. Explanatory statement pursuant to Sections 173 (2) of the Companies Act, 1956, in respect of the special businesses proposed to be transacted at the Meeting is annexed hereto. The Register of Members and Share Transfer Books of the Company will remain closed from Monday the 20th day of September, 2010 to the Saturday the 25th day of September 2010 (both days inclusive). Payment of dividend as recommended by the Board of Directors, if declared at the Annual General Meeting will be payable to those Shareholders whose names stand on the Register of Members of the Company as on 20th September, 2010. 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. Members are requested to notify any change in their address/ mandate/bank details immediately to the share transfer Agent of the Company- M/s Bigshare Services Pvt Ltd. All documents referred to in the Notice are open for inspection at the Registered Office of the Company during office hours on all days except Wednesday and Public Holidays between 11.00 A.M. and 1.00 P.M. up to the date of Annual General Meeting. Members desirous of obtaining any information as regards accounts and operations of the Company are requested to write at least one week before the meeting so that the same could be complied in advance.
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Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956

ITEM NO. 6: Mr Moiz H. Motiwala was appointed as an additional director of the Company by the Board of Director w.e.f. 12th August, 2010 and his tenure of office comes to an end at the ensuing Annual General Meeting.

Mr Moiz H. Motiwala is a Chartered Accountant by profession and having vast experience in the field of Accounts & Taxation and possess good knowledge of Finance & Accounts. Hence your Board of Directors recommends the passing of the said resolution in the interest of the Company. Mr Moiz H. Motiwala himself may be deemed to be concern or interested in passing of the above resolution. ITEM NO. 7 TO 9: Mr Amirali E Rayani The Board of Directors of the Company in their meeting held on 31st May 2010 revised the remuneration of Mr Amirali E Rayani from Rs. 50,000 to Rs. 2,00,000 p.m. Mr. Amirali E Rayani, aged 65 years is the main promoter of the Company and is actively associated with the Company since its inception and has played a key role in bringing the Company to its present heights. Mr. Amirali Rayani is having more than 35 years of experience in Petroleum industry. The abstract of the the terms and conditions contained in the draft agreement is as follows: A. SALARY: Rs.2,00,000/- Per month with annual increment at such rate as may be approved by the Board of Directors of the company subject to the ceiling of 25% of basic salary. PERQUISITES: i. In addition to the salary and commission, Mr. Amirali E Rayani will be also entitled to perquisites and allowances including medical reimbursement and leave travel concessions for self and family; club fees and personal accident insurance or such other perquisites and/or cash compensation in accordance with the rules applicable to other senior executives of the company, subject to the condition that total perquisites ,including the cash compensation ,will be restricted to an amount equivalent to his annual salary. For the purposes of calculating the above, perquisites shall be evaluated as per Income tax Rules wherever applicable. ii. Companys contribution to provident fund, Superannuation fund and Annuity fund to the extent these are ,either singly or put together ,not taxable under the Income tax act; Gratuity as per the Rules of the company and encashment of leave at the end of the tenure will not be included in the compensation of perquisites. Car used on the companys business and telephone and other communication facilities at residence will not be considered as perquisites. In the event of loss or inadequacy of profits in any financial year, Mr. Amirali E Rayani shall be paid remuneration by way of salary and perquisites in accordance with the limits laid down in Schedule D. C. XIII of the companies Act,1956, or any statutory modifications therein or enactment thereof, as may be agreed by the Board of Directors and Mr. Amirali E Rayani. OTHERS: Reimbursement of actual entertainment expenses ,actual traveling and hostel expense for the companys business and/or allowances as per the companys rules. NATURE OF DUTIES: He shall devote his whole time and attention to the business of the company, perform his duties truly and faithfully and comply with the directives given to him from time to time by the Board, and further not disclose to any person, firm or company any confidential information. TERMINATION: The Agreement may be terminated Forthwith by notice in writing on his vacation of office of Director by virtue of section 283,284 and other applicable provisions of the Companies Act,1956 Or By giving 6 months notice in writing by either party. Your Directors recommend the resolution for your approval. None of the Directors except Mr Amirali E Rayani (directly interested) and Mr Amin A Rayani and Mr Samir A Rayani (indirectly interested) is concerned or interested in the said resolution. This Explanatory statement is and should be treated as an abstract under Section 302 of the Companies Act. 1956. Mr Amin A Rayani Mr Amin A Rayani, aged 37 years is Commerce Graduate and is associated with the Company for more than 10 years. He has vast experience and expertise in finance, production and marketing fields. He had be appointed as Managing Director & CEO of the Company for a period of five years w.e.f 29th June, 2009 and his appointment was approved by the shareholders in the Annual General Meeting held on 29th September, 2009. The Board of Directors of the Company in their meeting held on 31st May 2010 revised the remuneration of Mr Amin A Rayani from Rs. 50,000 to Rs. 1,75,000 p.m. The abstract of the the terms and conditions contained in the draft agreement is as follows: A. SALARY: Rs.1,75,000/- Per month with annual increment at such rate as may be approved by the Board of Directors of the company subject to the ceiling of 25% of basic salary. B. PERQUISITES: i. In addition to the salary and commission, Mr. Amin A Rayani will be also entitled to perquisites and allowances including medical reimbursement and leave travel concessions for self and family; club fees and personal accident insurance or such other perquisites and/or cash compensation in accordance with the rules applicable to other senior executives of the company, subject to the condition that total
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perquisites, including the cash compensation, will be restricted to an amount equivalent to twice his annual salary. For the purposes of calculating the above, perquisites shall be evaluated as per Income tax Rules wherever applicable. ii. Companys contribution to provident fund, Superannuation fund and Annuity fund to the extent these are, either singly or put together, not taxable under the Income tax act; Gratuity as per the Rules of the company and encashment of leave at the end of the tenure will not be included in the compensation of perquisites. Car used on the companys business and telephone and other communication facilities at residence will not be considered as perquisites. In the event of loss or inadequacy of profits in any financial year , Mr. Amin A Rayani shall be paid remuneration by way of salary and perquisites in accordance with the limits laid down in Schedule XIII of the companies Act,1956, or any statutory modifications therein or enactment thereof ,as may be agreed by the Board of Directors and Mr. Amin A Rayani. ii. meeting held on 31st May 2010 revised the remuneration of Mr Samir A Rayani from Rs. 50,000 to Rs. 1,50,000 p.m. The abstract of the the terms and conditions contained in the draft agreement is as follows: A. SALARY: Rs.1,50,000/- Per month with annual increment at such rate as may be approved by the Board of Directors of the company subject to the ceiling of 25% of basic salary. B. PERQUISITES: i. In addition to the salary and commission, Mr. Samir A Rayani will be also entitled to perquisites and allowances including medical reimbursement and leave travel concessions for self and family; club fees and personal accident insurance or such other perquisites and/or cash compensation in accordance with the rules applicable to other senior executives of the company, subject to the condition that total perquisites, including the cash compensation, will be restricted to an amount equivalent to his annual salary. For the purposes of calculating the above, perquisites shall be evaluated as per Income tax Rules wherever applicable. Companys contribution to provident fund, Superannuation fund and Annuity fund to the extent these are, either singly or put together, not taxable under the Income tax act; Gratuity as per the Rules of the company and encashment of leave at the end of the tenure will not be included in the compensation of perquisites. Car used on the companys business and telephone and other communication facilities at residence will not be considered as perquisites. In the event of loss or inadequacy of profits in any financial year, Mr. Samir A Rayani shall be paid remuneration by way of salary and perquisites in accordance with the limits laid down in Schedule XIII of the companies Act,1956, or any statutory modifications therein or enactment thereof, as may be agreed by the Board of Directors and Mr. Samir A Rayani.
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OTHERS: Reimbursement of actual entertainment expenses ,actual traveling and hostel expense for the companys business and/or allowances as per the companys rules. NATURE OF DUTIES: He shall devote his whole time and attention to the business of the company, perform his duties truly and faithfully and comply with the directives given to him from time to time by the Board, and further not disclose to any person, firm or company any confidential information. TERMINATION: The Agreement may be terminated Forthwith by notice in writing on his vacation of office of Director by virtue of section 283,284 and other applicable provisions of the Companies Act,1956 Or By giving 6 months notice in writing by either party.
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Your Directors recommend the resolution for your approval. None of the Directors except Mr Amin A Rayani (directly interested) and Mr Amirali E Rayani and Mr Samir Rayani (indirectly interested) is concerned or interested in the said resolution. This Explanatory statement is and should be treated as an abstract under Section 302 of the Companies Act. 1956. Mr Samir A Rayani Mr Samir A Rayani aged 35 years is associated as Whole-time Director (Administration). Mr Samir Rayani is B.E. (Mech.) and has wide knowledge of production and marketing of Petroleum Products. He is associated with the Company from last five years. The Board of Directors of the Company in their C.
OTHERS: Reimbursement of actual entertainment expenses, actual traveling and hostel expense for the companys business and/or allowances as per the companys rules. NATURE OF DUTIES: He shall devote his whole time and attention to the business of the company, perform his duties truly and faithfully and comply with the directives given to him from time to time by the Board, and further not disclose to any person, firm or company any confidential information. TERMINATION: The Agreement may be terminated Forthwith by notice in writing on his vacation of office of
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Director by virtue of section 283,284 and other applicable provisions of the Companies Act,1956 Or By giving 6 months notice in writing by either party. Your Directors recommend the resolution for your approval. None of the Directors except Mr Samir Rayani (directly interested) and Mr Amin A Rayani and Mr Amirali E Rayani (indirectly interested) is concerned or interested in the said resolution. This Explanatory statement is and should be treated as an abstract under Section 302 of the Companies Act. 1956. Item No. 10 At present the authorized share Capital of the Company is Rs. 13.16 crores. The Company is in the process of expanding its operations, which would require more funds to finance the future business plans of the Company and in this connection require to raise further share capital. So it has been proposed to increase the authorised share capital of the Company from Rs 13.16 crore to Rs 25 crores. In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Consent of the members is sought to increase the authorised share capital. Your directors recommend the adoption of resolution in the larger interest of the Company. None of the Directors of the Company may be deemed to be concerned or interested in the proposed resolution except to the extent of shares held by them or their relatives. Item No. 11 The Company is into exports since last 5 years and for the further growth and expansion, Company is looking into the possibilities of acquiring some overseas business. The Company requires adequate capital to meet the needs of growing business. To Leverage the available business opportunities, the Company may opt for issue securities through Qualified Institutional Placement/foreign currency convetible bonds (FCCBs)/global depository receipts (GDRs) of US$ 20mn. A Qualified Institutional Placement (QIP) of the shares of the Company would be less time consuming and more economical. Accordingly, the Company may opt for issue of securities by way of a QIP/FCCB/ADR/GDR in terms of the Securities and Exchange Board of India (Disclosures and Investor Protection) Guidelines, 2000 (SEBI Guidelines). There will be no issue to retail individual investors and existing retail shareholders. The resolution is enabling resolution and the exact price, proportion and timing of the issue of the securities will be decided by the Board based on an analysis of the specific requirements after consulting all concerned. Therefore the proposal seeks to confer upon Board the absolute discretion to determine the terms of issue in consultation with the Lead Managers to the Issue. As per the SEBI Guidelines, an issue of securities shall be made at a price not less than the average of the weekly high and low of the closing prices of the related shares quoted on the stock exchange during the two weeks preceding the relevant date. The relevant date for the above purpose, with respect to the equity shares being allotted means the date(s) of the meeting(s) in which the Board decides to open the proposed issue or in case of securities which are convertible into or exchangeable with equity shares at a later date, te date on which the holder of such securities becomes entitled to apply for the said shares, as the case may be. The Stock Exchange for the same purpose is the Bombay Stock Exchange Limited. In accordance with the SEBI Guidelines, special resolution of shareholders in accordance with Section 81(1A) of the Companies Act, 1956 is required for a QIP issue. The special resolution has a validity period of 12 months before which allotments under the authority of said resolution should be completed. The Board of Directors recommend passing of the Special Resolution. None of the Directors is in anyway related or interested in the proposed resolution except to the extent of his/her holding of equity shares in the Company. By Order of the Board of Directors For Panama Petrochem Ltd Place: Mumbai Date : 12th August, 2010 Nidhi Gupta Company Secretary
Registered Office: Plot No. 3303, G.I.D.C. Estate Ankleshwar - 393 002, Gujarat
Directors Report
Dear Members Your 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 Particulars As on March 31, 2010 3,245.93 12.70 3,233.23 841.23 2,392.00 239.20 (Rs. In Lacs) As on March 31, 2009 1,699.08 34.95 1664.13 496.60 1,167.53 116.75 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 20092010. 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. Foreign exchange earnings and outgo: i. Export Activities: During the year under review the Company have made Import/Export as given in (ii) below.
Net Profit before Tax & Extra Ordinary Items Prior Period Adjustments Net Profit Before Tax Less: Provision for Taxes Net Profit After Tax Less : Transfer to Reserves Less : Proposed Dividend including Corporate Dividend Tax Net Profit After Appropriations Profit Brought Forward Profit Carried Forward to Balance Sheet
341.64 1,811.16 3,777.99 5,589.15
273.31 777.47 2,943.07 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 lacs in the 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.
C.

ii. Foreign Exchange Earnings and Outgo: (Amount in Rs Lacs) 9276.09 Lacs 20202.93 Lacs 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. b. in preparation of the annual accounts, the applicable accounting standards have been followed; 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; 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 the Directors have prepared the Annual Accounts on a going concern basis.
Total Foreign Exchange Inflow Total Foreign Exchange outflow
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 reappointment as 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.
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c.
d.
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 Date : 12th August, 2010 FORM A
Particulars A) Power & Fuel Consumption 1. Electricity a) Purchase of Units Total Cost Rate per Unit b) Own Generation 1) Through Diesel Generator 2) Through Steam Turbine / Generator 2. Coal 3. Furnace Oil 4. Diesel Oil 5. Others (Gas) Quantity Total Cost Rate per Unit 3,46,908 22,79,461 6.57 NIL NIL NIL NIL NIL 63,930 6,40,529 10.02 3,21,453 21,57,033 6.71 NIL NIL NIL NIL NIL 47,642 3,78,753 7.95
Amirali E Rayani Chairman (Amount in Rs.)

As on March 31, 2010 As on March 31, 2009
Management Discussion and Analysis Report

Cautionary Statement The management Discussion and Analysis Report may contain certain statements that address expectations or projections about future and might be considered forward looking. These statements are subject to certain risks and uncertainties. The Companys actual performance or results may differ materially from those expressed in the statement as important factors could influence Companys operations such as Government policies, economic development, political factors and such other factors beyond the control of the Company. Industry Structure and Development Panama Petrochem Limited is one of the growing companies in the field of various grades of petroleum specialty. The Company manufactures specialty petroleum products for diverse user industries like printing, textiles, rubber, pharmaceuticals, cosmetics, power and other industrial oil. The Product Portfolio of the Company consists of Transformer Oil, Liquid Paraffin, Petroleum Jelly, Cable Jelly, Ink Oil, Rubber Process Oil, and Antistatic Coning Oil. The demand for Transformer Oil depends on the development of power projects and industrialization in the country. The development of Liquid Paraffin and Petroleum Jelly business depends on the growth of cosmetics, pharmaceuticals and related fields. The Cable Jelly is used as a filling and flooding compound in the telecom cables. The demand for the Ink Oil is based on conditions in the Printing Ink and Resin manufacturing business. The Rubber Process Oil is used for processing of rubber for automobile tyres, tube and various rubber products. The Antistatic Coning Oil is required in texturing the synthetic yarn like viscose, nylons and polyesters. With the overall improvement in the Indian economy since past two years, the general demand for petroleum products has been steadily improving. The Company has captured a significant share in the market for the various grade of petroleum specialty. The Company manufactures more than 80 product variants used across 6-7 broad industry segments. Over the years, the Company has nurtured strong relationships with the leaders in their respective segments. The Companys clientele includes Bharat Petroleum Corporation, Micro Inks, Alok Industries, Merck, Cipla and Government Ordinance factories. The products are usually manufactured according to the clients individual specifications, thus enhancing the probability of repeat orders from the clients. Future Outlook The aggregate demand of all the key segments in the petrochemical industry is likely to regain a sharp positive trajectory over the next 12 months, with key players aiming to ramp up scale The Company is planning to expand its operations to withstand against the negative market forces. There are considerable profits from all the four plants of the company and the Company is hopeful to override the adverse effects of the price fluctuations in the petroleum industry by resorting to bulk purchases and cost control measures. The Company has got permission to start plant in Dahej SEZ and Phase I 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. Opportunities: Demand for intermediates, dyes, speciality chemicals etc will increase the demand for petrochemicals. This will result in a significant growth for this industry. Growing demand from the plastic industry will lead to a strong demand in petrochemicals. The relationship established by the company with the above said clientele would augur further growth in its business. Moreover, the company has been increasing its presence in the export markets of USA, Africa, Europe and Asia. The Company has developed a new product i.e. Mining Oil. This product is still in its testing stage and will than be introduced in the market for the consumption in the Mining Industries. Threats: A steep rise in raw material costs on account of a drastic hike in crude oil prices may affect the profit margins of the company. Changes in Government policies, especially regarding import of Base Oil will have an adverse impact on the performance of the company. However, considering the multifarious purposes for which the Base Oil is used and the domestic supplies are not adequate to meet the domestic Demand, the possibilities for such adverse changes in Government policies appear to be remote. Risks and Concerns The performance of the Company is subject to the Government Policies for tax structure, interest rates, Export incentives etc. The profitability of the Company depends on the prices and availability of the Base Oils. The prices of base oil have increased during the last year and have resulted in corresponding increase in cost of production. However as a general practice in the industry, the higher input costs are passed on to the customers. Human resource / Industrial relations The Company recognizes the importance and contribution of its human resources for its growth and development and is committed to the development of its people. The Company has cordial relations with employees and staff. There are no industrial relations problems during the year and the Company does not anticipate any material problems on this count in the current year. The management is also committed to help the employees and workers to sharpen their skills and to improve their knowledge base for which continuous efforts are made on training and development. Internal Control System and their adequacy The Company has an effective and adequate system of internal control to ensure that all assets are safeguarded against loss and all transactions are authorised, recorded and reported correctly. The Company has set up an Internal Audit Department to review the operational efficiencies. The Department evaluates the performance of the Company and puts forth its findings and suggestions before the Audit Committee for its review.
For Panama Petrochem Ltd Place : Mumbai Date : 12th August, 2010 Amin A Rayani Managing Director & CEO
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Report on Corporate Governance

Pursuant to Clause 49 of the Listing Agreement a Report on Corporate Governance is given below: 1. Companys Philosophy on Corporate Governance Our Companys Corporate Governance philosophy is to continuously strive to attain higher levels of accountability, transparency, responsibility and fairness in all aspects of its operations. Our business culture and practices are founded upon a common set of values that govern our relationships with customers, employees, shareholders, suppliers and the communities in which we operate. The Company is conscious of its responsibility as a good corporate citizen. The Company values transparency, professionalism and accountability. 2. Board of Directors The Board had an optimum combination of Executive, Non Executive and Independent Directors. The Company had total 7 (seven) directors on the Board on 31st March, 2010. Mr Amin A Rayani is the Managing Director of the Company.
Name of the Director & Designation Category No. of positions held in in other Public Companies Board Committee Membe- Chairmrship anship Mr Badrudin Kasamali Chairman Mr Amirali E Rayani2 Chairman Mr S K Ukani3 Whole Time Director Mr Amin A Rayani 4 Managing Director & CEO Mr Samir A Rayani Whole Time Director
1
consultation with the Chairman & Managing Director drafts the agenda of the meetings. Details of attendance of Directors in the Board meeting during the financial year 2009-10 are as under: Board of Directors as on March 31, 2010 Attendance details Board Meeting 1 Mr. Badrudin E. Kasamali* 2 Mr. Amirali E. Rayani 3 Mr. S. K. Ukani* 4 Mr. Amin A. Rayani 5 Mr. Samir A. Rayani 6 Mr. Mukesh T. Mehta 7 Mr. Rajendra V. Thakker 8 Mr. Dilip S. Phatarphekar 9 Mr. Madan Mohan Jain 1 5 Nil 5 5 3 Nil 5 4 Last AGM No Yes No Yes Yes No No No No
*Mr Badrudin E Kasamali and Mr. S.K.Ukani resigned from the directorship w.e.f 8th June, 2009 Disclosure Regarding Re-appointment of Directors in the ensuing AGM Mr Amirali E Rayani and Mr Samir A Rayani, Directors who shall be retiring in this AGM, being eligible have offered themselves for re-appointment. Brief particulars of these gentlemen are as follows:
Particulars DIN Fathers Name Date of Birth Address Mr Amirali E Rayani 00002616 Essabhai Rayani 26/02/1944 Rayani House, 30, Mount Mary Road, Bandra (W), Mumbai-400 050 Chairman SSC Nil Nil Mr Samir A Rayani 00002674 Akbarali E Rayani 19/12/1975 Rayani House, 30, Mount Mary Road, Bandra (W), Mumbai-400 050 Director B.E Nil Nil
Independent Promoter Executive Promoter Promoter
1 Nil Nil Nil Nil 1 2 Nil Nil
Nil Nil Nil Nil Nil 4 2 Nil Nil
Nil Nil Nil Nil Nil 1 1 Nil Nil
Mr Dilip Sobhag Phatarphekar Independent Director Mr Madan Mohan Jain Director Mr Mukesh Mehta Director Mr Rajendra V Thakkar Director Independent Independent Independent
1 Mr Badrudin Kasamali resigned from Chairmanship and directorship of the Company w.e.f. 8th June 2009 2 Mr Amirali E Rayani, Managing Director has taken over as the Chairman of the Board and the Company w.e.f. 29th June 2009 3 Mr S K Ukani resigned from directorship of the Company w.e.f. 8th June 2009 4 Mr Amin A Rayani, Director has taken over as the Managing Director & CEO of the Company w.e.f. 29th June 2009
Designation Education Companies in which holds Directorship Companies in which holds membership of committees Shareholding in the Company (No. & %)
1,57,700 equity shares (2.70%)
96,000 equity shares (1.64%)
Directors Attendance Record During the Financial Year 2009-10, 5 (five) meetings of the Board of Directors were held on the following dates: 9.05.2009, 29.06.2009, 30.07.2009, 31.10.2009 and 30.01.2010. All information, wherever relevant and materially significant, are submitted as part of the agenda papers well in advance of the Board Meetings and the company Secretary, in
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Shareholdings of Directors Details of Shares held by Non-Executive Directors as on 31.03.2010 Name Mr. Dilip Phataraphekar 3. AUDIT COMMITTEE Terms of Reference of Audit Committee The Audit Committee shall have the authority to investigate into any matter that may be prescribed and No. of Shares held 500

the matters listed below and for this purpose the Audit Committee shall have full access to information contained in the records of the Company and external professional advice, if necessary: i. To review financial reporting process, all financial statements. ii. To recommend appointment/ re-appointment/ replacement/ removal/ Audit fees/ any other fees of Statutory Auditor. iii. Reviewing along with management, the listing compliances, related party disclosures, qualifications in draft audit report, matters required to be included in Directors Responsibility Statement, quarterly financial statements before its submission to the Board, changes in accounting policies, major accounting entries based on estimate of management. iv. To look into all matters relating to internal control system, internal audit system and the reasons for substantial defaults in the payment to the depositors. v. To review Management Discussion and Analysis of financial condition and results of operation, statement of significant Related Party Transactions as submitted by management. Composition, name of Members of Audit Committee and their attendance at Meeting
Name of the Member No. of AC Attendance at the Meetings held Audit Committee during the year Meeting 4 4 4 4 4 4 Nil 4 Nil 2 4 4 Name of the Member No. of RC Attendance at the Meetings held Remuneration during the year Committee Meeting 1 Nil 1 1 1 1 1 Nil 1 1
Mr. Badrudin Kasamali@ (Chairman) Mr. Dilip Phatarphekar (Chairman) Mr. Rajendra V Thakkar Mr. Mukesh Mehta Ms Nidhi Gupta (Company Secretary)
@
Mr Badrudin Kasamali resigned from the Committee w.e.f 8th June, 2009 and the remuneration committee was reconstituted on 29th June, 2009. (c) Remuneration Policy of the Company The Managing Director and the Whole Time Director of the Company are entitled for payment of Remuneration as decided by the Board and approved by the members as per the provisions of the Companies Act, 1956. No remuneration was paid to any Non-Executive Directors during the financial year 2009-10 except sitting fee for attending Board meetings and committee meetings. (d) Details of the Executive Directors Remuneration for the financial year ended 31st March, 2010
REMUNERATION DIRECTORS Executive Directors NonMr. Amirali Mr. Amin Mr. Samir Executive E Rayani A Rayani Directors (Rs.) (Rs.) (Rs.) (Rs.) (a) Salary & Allowances (b) Benefits & Perquisites (c) Bonus / Commission Additional Salary (d) Pension, Contribution to Provident fund & Superannuation Fund (e) Directors Sitting Fee (f) Stock Option Details (if any) 4,86,000 NIL NIL 4,50,000 NIL NIL 4,50,000 NIL NIL NIL NIL NIL
Mr. Badrudin Kasamali@ (Chairman) Mr. Madan Mohan Jain (Chairman) Mr. Rajendra V Thakkar Mr. Mukesh Mehta Mr. Amin Rayani Ms. Nidhi Gupta (Company Secretary) Special Invitees Mr. Amirali E Rayani
NIL NIL
NIL NIL
NIL NIL
NIL 1,06,000
The Company does not offer any Stock Options.
@ Mr Badrudin Kasamali resigned from the Committee w.e.f 8th June, 2009 and the audit committee was reconstituted on 29th June, 2009.
5. SHAREHOLDERS GRIEVANCE COMMITTEE (a) Terms of Reference of Shareholders Grievance Committee In compliance with the requirement of the Corporate Governance under the Listing Agreement with the Stock Exchange, the Company has constituted an Investors Grievance Committee to look into redressing the shareholders and investors complaints and to expedite the process of redressal of complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. (b) Composition of Shareholders Grievance Committee
Sr. No. 1 2 Name of the Director Mr. Badrudin Kasamali1 Mr. S.K. Ukani1 Category & Designation Independent & Non Executive Director- Chairman Executive Director- Member 13
4.
REMUNERATION COMMITTEE (a) Terms of Reference of Remuneration Committee The Remuneration Committee shall have the power to determine the Companys policy on specific remuneration packages including pension rights and other compensation for executive directors and for this purpose, the Remuneration Committee shall have full access to information contained in the records of the Company and external professional advice, if necessary. (b) Composition, name of Members of Remuneration Committee and their attendance at Meeting

Sr. No. 3 4 5 6
1
Name of the Director Mr Dilip Phatarphekar Mr. Mukesh Mehta Mr. Amin A Rayani Mr Amirali E Rayani
Category & Designation Independent & Non Executive Director- Chairman Independent & Non Executive Director- Member Managing Director & CEOMember Executive Director- Member
which may have potential conflict with the interest of the company at large. The other related party transactions are given in point no.9 of Notes on Accounts annexed to and forming the part of Balance Sheet and Profit and Loss Account of the Company. b) Disclosure of Accounting treatment In the preparation of the financial statements, the Company has followed the accounting standards issued by the Institute of the Chartered Accountants of India to the extent applicable. (c) Non-compliance by the Company, Penalties, Strictures There were no instances of non-compliance by the Company, penalties, structures imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years. d) Disclosure of Risk management The Company has initiated the risk assessment and minimization procedure. (e) Non mandatory requirements The Company proposes to adopt the non-mandatory requirements given in Annexure-3 of Clause 49 of the listing agreement in due course of time. (f) CEO Certification In terms of the requirements of Clause 49(v) of the Listing Agreement, the CEO has submitted necessary certificate to the Board at its meeting held on 31st May, 2010 stating the particulars specified under the said clause 9. MEANS OF COMMUNICATION (a) At present quarterly/ half-yearly reports are not being sent to each household of shareholders. (b) The Quarterly / half-yearly / annual accounts results are published in the English and Gujarati Newspapers. which newspaper normally published in Economic Times (English) & Economic Times (Gujarati) Any website where displayed Yes www.panamapetro.com
Mr Badrudin Kasamali and Mr S.K. Ukani resigned from the Committee w.e.f 8th June, 2009 and the shareholders grievance committee was reconstituted 29th June, 2009. The Committee meets 2 (two) times during the year. Name & Designation of the Compliance Officer Ms. Nidhi Gupta, Company Secretary is the Compliance Officer of the Company. Shareholders may xsend their complaint for redressal to the email ID: cs@panamapetro.com During the year, the company received 10 complaints from the shareholders, all of which have been resolved to the satisfaction of the shareholders to the date. There was no pending complaint from any shareholder as on 31st March 2010. There are no transfer requests pending at as on 31st March, 2010. 6. GENERAL BODY MEETINGS Particulars of past three Annual General Meetings of the Company:
Year Date Venue Time No. of Special Resolution(s) passed 1 Nil 3
2007 29.09.2007 Plot No. 3303, G.I.D.C. Estate, 11:00 Ankleshwar- 393 002 A.M 2008 29.09.2008 Plot No. 3303, G.I.D.C. Estate, 11:30 Ankleshwar - 393 002 A.M. 2009 29.09.2009 Plot No. 3303, G.I.D.C. Estate, 11:30 Ankleshwar - 393 002 A.M.
No resolution was put through Postal Ballot in the last year and there is no resolution, which is required to be passed by Postal Ballot at present. Code of Conduct The Company has laid down the Code of Conduct for all Board Members and Senior Management of the company. All the Board members and Senior Management of the Company have affirmed compliance with their Code of Conduct for the financial year ended March 31, 2010. The Chairman and Managing Director has also confirmed and certified the same. The certification is annexed at the end of this Report. 7. DISCLOSURES (a) Related Party Transactions There are no materially significant related party transactions with its Promoters, the Directors or the Management, their Subsidiaries or Relatives etc.,
(c) The Management Discussion and Analysis Report forms a part of the Annual Report. 10. GENERAL SHAREHOLDERS INFORMATION i) Annual General Meeting Day & Date Time Venue : Saturday, Sept. 25, 2010 : 11:00 A.M. : Plot No. 3303, G.I.D.C. Estate, Ankleshwar-393 002
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ii)
Events Financial Reporting for the first quarter ended 30th June, 2010 Financial Reporting for the second quarter ending 30th September, 2010 Financial Reporting for the third quarter ending 31st December, 2010 Financial Reporting for the fourth quarter ending 31st March, 2011
Financial Calendar
Tentative time frame 12th of August, 2010 (Actual) By 15th of November, 2010 By 15th of February, 2011 Last Week of May, 2011
ix)
Distribution of Shareholding as on 31st March 2010:

Shareholders Number % to Total (2) 4,149 199 124 52 28 16 31 73 4,672 10,000 20,000 30,000 40,000 50,000 1,00,000 (3) 88.81 4.26 2.65 1.11 0.60 0.34 0.66 1.57 100 Share Amount In Rs. (4) 49,70,950 16,08,640 19,10,330 13,12,710 9,80,550 7,37,160 23,31,190 4,45,50,870 5,84,02,400 % to Total (5) 8.51 2.75 3.27 2.25 1.68 1.26 4.00 76.28 100
Shareholding of Nominal Value of Rs. (1) Up to 5,000 5,001 10,001 20,001 30,001 40,001 50,001 Total Rs.
iii)
Dates of Book Closure : 20th Sept., 2010 to 25th Sept., 2010 (Both days inclusive) iv) Dividend Payment Date: within 30 days from the declaration of the dividend v) Listing on Stock Exchanges: The Shares of the Company are listed on the Bombay Stock Exchange. vi) Stock Code/ Symbol: 524820 at the Bombay Stock Exchange vii) Market Price Data: High/ low of market price of the Companys equity shares traded on BSE during the last financial year were as follows:
Month April May June July August September High (Rs.) 85.45 122.9 132 110.4 125 142.4 Low (Rs.) 59.15 71.65 100.5 88 96.15 120.15 Month (Rs.) October November December January February March High (Rs.) 145.6 143 170 185.7 169.8 220.9 Low (Rs.) 116.25 117.5 127.8 142 142 152
1,00,001 and Above
x)
Dematerialisation of shares and liquidity: As on 31st March 2010 about 76.53% of the Companys equity paid-up capital had been dematerialized. Trading in equity shares of the Company at the Stock Exchange is permitted compulsorily in demat mode. Corporate Ethics: The constant endeavor of Panama Petrochem Ltd is to enhance the reputation of the Company and irrespective of the goals to be achieved, the means are as important as the end. The Company has adopted The Code of Conduct for prevention of insider trading, which contains policies prohibiting insider trading. The Company has also promulgated Code of Conduct to be followed by Directors and Management.
xi)
Source: www.bseindia.com
xii) There are no outstanding Warrants as on the date. xiii) Plant Locations: The Company has the following units located at: 1. Plot No. 3303, GIDC Industrial Estate, Ankleshwar393 002 Gujarat. Tel: 91-2646-221 068 / 250 281, Email: panamaoils@satyam.net.in 2. Survey No. 78/2, Daman Industrial Estate, Unit III, Poly Cab Road, Village Kadaiya, Dist. Daman, Daman (UT)-396 210 Tel: 91-260-309 1311, Email: daman@panamapetro.com 3. Plot No. 127/128, Marol Co-op. Industrial Estate, M.V. Road, Saki Naka, Andheri (E), Mumbai - 400 059, Tel: 91-22-2850 1486, Email: marol@panamapetro.com 4. Plot No. H-12, M.I.D.C., Taloja, Navi Mumbai, Tel: 91-22-27411456 xiv) Address for Correspondence: The shareholders may send their communication grievances/ queries to the Registrar and Share Transfer Agents at their Address mentioned above or to the Company at: Corporate Office: Panama Petrochem Ltd. 401, Aza House, 4th Floor, 24, Turner Road, Opp. Andhra Bank, Bandra (W), Mumbai 400 050 Phone: 022- 42177777 Fax: 022- 42177788 e-mail: cs@panamapetro.com On behalf of the Board of Directors Place: Mumbai Date : 31st May, 2010 Amirali E Rayani Chairman
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viii) Registrar and Share Transfer Agent & Share Transfer System The Company has constituted Registrar & Share Transfer Agent Committee which normally meets twice in a month to process the share transfer. The shares of the Company can be transferred by lodging Transfer Deeds and Share Certificates with the Registrars & Share Transfer Agents viz. M/s Bigshare Services Pvt. Ltd. (Address as mentioned above). The Shareholders have option of converting their holding in dematerialised form and effecting the transfer in dematerialised mode.
Particulars Contact Person Address Bigshare Services Pvt. Ltd. Ms Rajshree/ Mr Flavia DSouza E-2/3, Ansa Indistrial Estates, Sakivihar Road, Saki Naka, Andheri (East), Mumbai 400 072 91-22-2847 3474 91-22-2847 5207 info@bigshareonline.com
Telephone No. Fax No. E mail
The Companys shares are traded in the Stock Exchange, Mumbai, compulsorily in Demat mode. Physical shares which are lodged with the Registrar & Transfer Agent or/ Company for transfer are processed and returned to the shareholders duly transferred within the time stipulated under the Listing Agreement subject to the documents being in order.
CEO Certificate on Corporate Governance

To, The Members of PANAMA PETROCHEM LIMITED It is hereby certified and confirmed that as provided in Clause 49 I (D) of the listing agreement with the stock exchanges, the Board members and the senior management personnel of the Company have affirmed compliance with the Code of conduct of the Company for the financial year ended 31st March, 2010. For PANAMA PETROCHEM LIMITED
Place: Mumbai Date : 31st May, 2010 Registered Office : Plot No.3303, GIDC Estate, Ankleshwar - 393 002.
Amin A Rayani Managing Director & CEO
Auditors Certificate on Corporate Governance

To, The Members of Panama Petrochem Ltd; (1) We have examined the compliance of conditions of Corporate Governance by Panama Petrochem Ltd for the year ended 31st March, 2010 as stipulated in Clause 49 of the Listing Agreement of the said company with stock exchange. (2) The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementations thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. (3) In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the mandatory conditions of the Corporate Governance as stipulated in the Listing Agreement. (4) As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that no Investors Grievances is pending for the period exceeding one month against the company as per the information furnished by the Companys Registrars. (5) We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.
For HABIB & CO. CHARTERED ACCOUNTANTS D. P. SHROFF PARTNER M. NO. 45417 Firm Reg. No. 103479W
Place: Mumbai Date : 31st May, 2010
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To, The Board of Directors, Panama Petrochem Ltd., 401, Aza House, 24, Turner Road, Bandra (W), Mumbai - 400 050
CEO CERTIFICATION
I hereby certify that: (a) I have reviewed financial statements and the cash flow statement for the year ended 31st March, 2010 and that to the best of my knowledge and belief: i) ii) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; these statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.
(b) there are, to the best of our knowledge and belief, no transactions is entered into by the company during the year which are fraudulent illegal or violative of the Companys code of conduct. (c) I accept responsibility for establishing and maintaining internal controls for financial reporting and that I have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and I have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which I am aware and the steps I have taken or propose to take to rectify these deficiencies. (d) I have indicated to the Auditors and the Audit Committee: i) ii) iii) significant changes in internal control over financial reporting during the year. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.
For PANAMA PETROCHEM LIMITED
Place: Mumbai Date : 31st May, 2010 Registered Office : Plot No.3303, GIDC Estate, Ankleshwar - 393 002.
Amin A Rayani Managing Director & CEO
17
Auditors Report
To, The Members of PANAMA PETROCHEM LTD., i) We have audited the attached Balance Sheet of PANAMA PETROCHEM LIMITED, as at 31st March 2010, the Profit and Loss account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the annexure referred to above, we report that: 1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit; In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books; The Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts; In our opinion, the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable except that no provision is made towards Leave Encashment payable to employees which is not in accordance with the Accounting Standard-15 issued by the Institute of Chartered Accountants of India, amount not being quantified, its impact on the profit could not be ascertained;
5.
On the basis of written representations received from the directors of the Company, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; Subject to our observation made in para 4 hereinabove, in our opinion, and to the best of our information and according to the explanations given to us, the said accounts read together with the other notes to accounts given in Schedule Z give the information required by the Companies Act, 1956, in the manner so required, give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010; in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. For HABIB & CO. CHARTERED ACCOUNTANTS D. P. SHROFF PARTNER M. NO. 45417 Firm Reg. No. 103479W
6.
ii)
(b)
(c)
iii)
iv)
Annexure to the Auditors Report

(Referred to in paragraph iii of our report of even date) (i) (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. As explained to us, all the assets have not been physically verified by the management during the year but there is a regular programme of verification in a phased manner. In our opinion, the same is reasonable having regard to the size of the company and the nature of its assets. The management has explained to us that no material discrepancies were noticed during such verification. In our opinion, the disposal of fixed assets during the year are not of the significant value so as to affect the going concern assumption. As explained to us, the inventories (except stock in transit) have been physically verified at
2.
3.
(b)
4.
(c)
(ii)
(a)
18

reasonable intervals during the year. In respect of inventory lying with bonded warehouse and with third parties, the same have been taken as per the confirmation obtained. In our opinion, the frequency of such verification is reasonable. (b) Based on the information given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. The company is maintaining proper records of inventory. The discrepancies noticed on verification between physical stocks and book records were not material. According to the information and explanation given to us, the Company has granted interest free unsecured advances in the nature of loan to two Companies and to three parties covered in the register maintained under section 301 of the Companies Act, 1956 and the maximum amount involved is Rs.1,62,47,472/- and the balance at the close of the year is Rs.1,54,17,172/ -. According to the information and explanation given to us, in our opinion except that the same being interest free, the other terms and conditions of the loans granted by the company are prima facie not prejudicial to the interest of the company. As there is no specific stipulation for repayment of principal and interest, the requirement of clauses iii (c) & iii (d) of paragraph 4 of the order are not applicable. The company has not taken any unsecured loan from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, requirement of clauses iii (f) & iii (g) of paragraph 4 of the order are not applicable. (ix) (vii) (b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market prices at relevant time.
(vi)
(c)
According to the information and explanations given to us, the company has not accepted any deposits to which the provisions of section 58A & 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 apply. The Company has set up in-house internal audit department The Company is in the process of setting up a formal internal audit system to make it commensurate with the size of the company & nature of its business. We have broadly reviewed the books of accounts relating to materials, labour and other items of cost maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete. (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Excise Duty, Cess, and other statutory dues as applicable with the appropriate Authorities, except that there were few cases of delay in depositing professional tax, customs duty and further, undisputed professional tax and tax deducted at source amounting to Rs. 9127/- and Rs. 593948/- respectively has remained outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable. According to the information and explanations given to us, there are no dues of Sales Tax, Customs Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on account of any dispute, except liability in respect of service tax amounting to Rs.9.30 Lacs, the details of the same are given as under: Period Amount (Rs.) Forum where dispute are pending
(iii)
(a)
(viii)
(b)
(c)
(d)
(iv)
In our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items are of special nature for which alternative quotations are not available, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to sale of goods. During the course of our audit and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct. (a) According to the information and explanations given to us, we are of the opinion that the transactions that the particulars of contracts or agreements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.
(b)
(v)
Name of Statute Service Tax
F.Y. 2008-09 & 2009-10
9.30 Lacs Superintendent Central Excise & Customs.

19

(x) The Company has neither accumulated losses as at 31st March 2010 nor it has incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, bank or debenture holders. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company. In our opinion, the Company is not dealing in or trading in securities, debentures and other investments except that dealing in shares were effected, and proper records have been maintained in respect of transaction and contracts and timely entries have been made therein. Also the shares have been held by the Company in its own name. According to the information & explanations given to us, the Company has not given any guarantee for loans taken by other from banks or financial institutions. (xvi) In our opinion and according to the information & explanations given to us, the term loans have been applied for the purpose for which they were raised.
(xi)
(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds on shortterm basis have been used for long term investment. (xviii) According to the information and explanations given to us, the Company has not made any preferential allotment during the year to the parties and companies covered in the register maintained u/s 301 of the Act. (xix) (xx) (xxi) The Company has not issued any debentures during the year. No money has been raised by public issue by the company during the year. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit. For HABIB & CO. CHARTERED ACCOUNTANTS D. P. SHROFF PARTNER M. NO. 45417 Firm Reg. No. 103479W
(xii)
(xiii)
(xiv)
(xv)
20

BALANCE SHEET AS AT 31ST MARCH 2010
PARTICULARS A] SOURCES OF FUNDS 1 Share Holders Funds : Share Capital Reserves and Surplus 2 3 4 Pending Allotment of Shares (Pursuance to the scheme of amalgamation) Share Warrant Application Money Share Application Money (Transfer from Mobil Petrochem Pvt Ltd transferor co.) Loan Funds : Secured Loan Unsecured Loan Sche dule No. As at 31/03/10 (Rs.) Total (Rs.) As at 31/03/09 (Rs.)
A B C D
58,402,400 951,343,546 1,009,745,946 217,200
47,620,000 746,307,235 793,927,235 10,782,400 6,375,000 217,200
E F
131,802,619 40,451,504 172,254,123 1,182,217,269
7,235,451 2,105,822 9,341,274 820,643,109
TOTAL B] APPLICATION OF FUNDS 1 Fixed Assets : Gross Block Less: Depreciation Net Block Capital Work in Progress at Cost Investments Current Assets, Loans and Advances : Inventories Sundry Debtors Cash and Bank Balances Loans and Advances Less: Current Liabilities and Provisions NET CURRENT ASSETS 4 Net Deferred Tax Assets/(Liability) TOTAL Significant Accounting Policies Notes to the Accounts The Schedules and notes referred to above form integral part of the Accounts. As per our report of even date FOR HABIB & CO CHARTERED ACCOUNTANTS D.P.SHROFF PARTNER Mem No. 45417 Firm Reg. No. 103479W Place : Mumbai Date : 31st May, 2010
G 441,985,466 57,642,557 384,342,909 88,606,954 6,860,938 977,163,521 768,957,656 308,529,112 313,306,983 2,367,957,272 1,667,949,242 700,008,030 N 2,398,439 1,182,217,269 Y Z 331,958,934 45,201,777 286,757,156 2,500,337 236,500 302,642,826 553,579,055 181,708,496 169,909,959 1,207,840,336 679,403,754 528,436,582 2,712,533 820,643,109
2 3
H I J K L M
For and on behalf of the Board PANAMA PETROCHEM LTD. AMIRALI E RAYANI CHAIRMAN AMIN A RAYANI MANAGING DIRECTOR & CEO NIDHI GUPTA COMPANY SECRETARY
21

PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 31ST MARCH 2010
PARTICULARS INCOME Sales Manufactured Goods Less: Excise Duty Paid on Manufactured Finished Goods Traded Goods Processing Charges (TDS - Rs. 38722/- PY - 10,071/-) Other Income Increase/(Decrease ) in Stock of Finished Goods TOTAL EXPENDITURE Raw Material Consumed Manufacturing Expenses Employment Cost Traded Goods (Net) Operating and Other Selling Expenses Foreign Exchange Fluctuation Financial Expenses Depreciation Keyman Insurance Premium Loss of Material In Transit (Net) TOTAL NET PROFIT FOR THE YEAR BEFORE TAX AND EXTRAORDINARY ITEMS Prior Period Adjustments (Net) NET PROFIT FOR THE YEAR BEFORE TAX Less: Current Tax Provision Add: Income Tax For Earlier Years written back Less: Fringe Benefit Tax Less: Wealth Tax Less/(Add): Deferred Tax Liabilites/(Assets) NET PROFIT FOR THE YEAR AFTER TAX Less: Transfer to Reserves Proposed Dividend (including tax on dividend) NET PROFIT FOR THE YEAR AFTER APPROPRIATIONS Balance brought forward from previous year BALANCE CARRIED TO BALANCE SHEET Basic E.P.S Diluted E.P.S Significant Accounting Policies Notes to the Accounts The Schedules and notes referred to above form integral part of the Accounts. As per our report of even date FOR HABIB & CO CHARTERED ACCOUNTANTS D.P.SHROFF PARTNER Mem No. 45417 Firm Reg. No. 103479W Place : Mumbai Date : 31st May, 2010 40.96 40.96 Y Z For and on behalf of the Board PANAMA PETROCHEM LTD. AMIRALI E RAYANI CHAIRMAN AMIN A RAYANI MANAGING DIRECTOR & CEO NIDHI GUPTA COMPANY SECRETARY O P Sche dule No. 2009-2010 (Rs.) 2008-2009 (Rs.)
3,293,826,089 285,086,218 3,008,739,872 187,935,810 5,697,578 3,202,373,260 22,330,537 (4,482,806) 3,220,220,990 Q R S T U V G W 2,464,118,167 7,363,826 10,295,790 164,270,775 226,045,344 (40,955,304) 49,000,484 13,259,064 1,207,310 1,022,421 2,895,627,878 324,593,113 X 1,270,230 323,322,883 85,000,000 (1,267,565) 76,100 314,094 239,200,254 23,920,025 34,163,945 181,116,283 377,798,962 558,915,246
3,903,808,066 393,019,974 3,510,788,092 160,758,552 2,377,368 3,673,924,012 27,396,089 12,135,492 3,713,455,593 2,915,911,417 5,366,380 8,907,494 154,585,648 191,735,745 167,733,315 83,013,941 13,167,850 1,207,310 1,918,129 3,543,547,229 169,908,364 3,495,216 166,413,148 52,000,000 (764,772) 1,028,675 98,000 (2,702,158) 116,753,403 11,675,340 27,331,155 77,746,908 294,307,733 372,054,641
22
SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH 2010
As at 31/03/2010 (Rs.) SCHEDULE - A SHARE CAPITAL : Authorised Capital 1,31,60,000 Equity shares of Rs.10/- each (P.Y. - 1,31,60,000 Equity shares of Rs. 10/- each) Issued, Subscribed and Paid up Capital: 58,40,240 Equity shares of Rs. 10/- each (Prev year 47,62,000) SCHEDULE - B RESERVES AND SURPLUS: Securities Premium Account Opening Balance Add : Reserve taken over from Mobil Petrochem Pvt Ltd - transferor co. Closing Balance Investment Allowance Reserve Opening Balance Add : Reserve of Mobil Petrochem Pvt Ltd Closing Balance General Reserves Opening Balance Add : Difference between share capital issued and share capital of Mobil Petrochem Pvt Ltd in the scheme of amalgamation Less : Liquidation Expenses Add : Additions during the year Closing Balance Profit & Loss Account Opening Balance Add : Accumulated Profit of Mobil Petrochem Pvt Ltd Add : Transfer from Profit & Loss account Less : Transitional Liabilty towards Retirement Benefits Closing Balance SCHEDULE - C Pending Allotment of Shares (In pursuance to the amalgamation scheme in the nature of merger, approved by the Ahmedabad High Court order dated 14th November 2008 and on scheme finally coming into effect from 25th March 2009, consideration for transfer and vesting of all assets and liabilities of the transferor company i.e. Mobil Petrochem Pvt Ltd., issue and allotment of one equity shares of face value of Rs.10 each for every two equity shares of Rs.10 each held in transferor company. Total no. of equity shares pending for allotment is 10,78,240 @ Rs.10 each.) 310,073,000 310,073,000 24,434 24,434 58,410,841 23,920,025 82,330,866 377,798,960 181,116,283 558,915,243 558,915,243 951,343,543 128,120,000 181,953,000 310,073,000 24,434 24,434 36,331,358 10,782,400 378,257 11,675,340 58,410,841 294,307,733 5,744,319 77,746,908 377,798,960 377,798,960 746,307,235 131,600,000 131,600,000 58,402,400 58,402,400 131,600,000 131,600,000 47,620,000 47,620,000 As at 31/03/2009 (Rs.)
10,782,400 10,782,400
23

As at 31/03/2010 (Rs.) SCHEDULE - D Share Warrant Application Money (In pursuance to the Special Resolution passed in the Annual General Meeting held on 29th September 2007 the Company has received application money against the issue on preferential basis of 4,25,000 Share Warrants carrying an option/entitlement to subscribe equivalent number of equity shares of Rs.10 each on a future date not exceeding 18 months from the date of issue at a conversion price of Rs.150 per share including premium of Rs.140 per share) As at 31/03/2009 (Rs.)
6,375,000 6,375,000
SCHEDULE - E SECURED LOANS : A Term Loans Financial Institutions (Secured Against Specific Vehicles) Government Organisations (Secured Against Specific leasehold land) [A] B Facilities from Banks Cash Credit (Secured against the hypothecation of stocks, bookdebts and Plant & Machineries (both present & future); Pledge of Fixed Deposit Receipts; Further secured by Equitable Mortgages of Companys present Immoveable Property situated at Daman, property of associate company situtated at Vashi, Navi Mumbai and also property belonging to relatives of Directors and Personal guarantee of 7 directors of the company) [B] Total [A]+[B] 131,802,619 131,802,619 7,235,451 7,235,451 131,802,619 7,235,451
SCHEDULE - F UNSECURED LOANS : Short Term Loans: a] from Banks b] from Others (Repayable within 12 Months Rs. 4,04,51,504 P.Y. 20,15,822) 40,451,504 2,105,822 40,451,504 2,105,822
24
SCHEDULE G FIXED ASSETS SCHEDULE G AS ON 31ST MARCH 2010 Gross Block As at 01.04.2009 Additions during the period 16,031,747 88,351,032 4,413,487 16,000 143,625 429,936 127,244 1,040,887 2,289,517 112,843,475 112,843,475 240,839,096 2,816,947 2,816,947 710,801 441,985,466 441,985,466 331,958,933 2,561,792 18,447,172 5,878,890 2,392,196 827,583 1,808,743 5,800,767 438,857 205,152 10,195,029 1,444,217 3,925,527 2,441,908 307,924 642,153 129,185 273,469 1,542,660 236,934 45,201,777 13,259,065 45,201,777 13,259,065 32,033,927 13,167,850 1,631,873 482,910 74,938 3,690,188 342,995 174,845 312,831 2,100 502,774 818,286 818,286 37,517,998 18,915,504 1,399,044 101,236,350 394,898 682,834 50,002 233,385,609 12,303,396 7,795,079 581 22,354,733 619,100 619,100 6,322,986 Sales/ Adjustment As at 31.3.2010 As at Provided 01.04.2009 during the period Deduction Adjustment As at 31.3.2010 As at 31.3.2009 Depreciation Net Block As at 31.3.2010
SR.
Fixed Assets
NO.
Description of the Assets
1 6,322,986 233,435,611 12,885,317 33,104,510 3,674,188 1,488,247 3,495,591 10,272,937 1,351,309 5,878,890 18,719,446 710,801 331,958,933 331,958,933 91,119,837
Freehold land
619,100
619,100 22,354,733 213,287,715
Leasehold Land
Factory Building
20,097,894 221,132,215 1,077,732 20,314,548 517,840 557,848 2,437,001 2,084,270 956,768 2,082,212 6,840,653 675,791 12,490,419 14,189,006 3,331,193 1,005,337 1,053,684 8,828,720 523,725 4,070,147 12,918,679 271,944 57,642,557 286,757,156 2,500,337 57,642,557 289,257,493 45,201,777 60,155,747
Office Building
100,158,618 17,203,450 3,172,348 1,074,025 1,488,526 8,110,758 1,435,428 3,796,677 11,606,519 35,010 384,342,909 88,606,954 472,949,862 286,747,156
Plant & Machinery
Air Conditioner
Office Equipment
Computers
Furniture & Fixtures
10
Laboratory Equipments
11
Electrical Installation
12
Vehicles
13
Intangible Asset - Software
Total
14
Capital Work in Progress
Total
Previous Year
25

As at 31/03/2010 (Rs.) SCHEDULE - H INVESTMENTS IN SHARES (AT COST) QUOTED 6,200 (Prev year 6,200 ) fully paid equity shares of face value of Rs. 10/- each of Devlopment Credit Bank Ltd. (Market Value as on 31.03.2010 Rs.1,99,640/-, P.Y. Rs.1,17,180/-) 37,141 (Prev. year Nil) fully paid equityshares of face value of Rs. 10/- each of Indian Bank Ltd. (Market Value as on 31.03.2010 Rs. 65,29,388 /-,) UNQUOTED 1,850 (Prev year 1,850) fully paid equity shares of Rs.10/each of Bharuch Enviro Infrastructure Ltd. 975 (Prev year Nil) Fully paid equity shares of Rs. 100/each of Marol Co -Op Ind. Estate SCHEDULE - I INVENTORIES : (As verified, valued and certified by the management) (Valued at cost or net realisable value whichever is lower) a Raw Materials b Packing Material c Finished Goods d Traded Goods SCHEDULE - J SUNDRY DEBTORS (Unsecured and considered good) (as verified and certified by the management) a] Outstanding for a period exceeding 6 months b] Others Less: Provision for Doubtful Debts [Includes dues from a firm, in which some of the directors are partners Rs. Nil (previous year:- Rs 5,75,953.04)] Name of the Firm i) Asiatic Corporation Total SCHEDULE - K CASH AND BANK BALANCES Cash on Hand Balance with Scheduled Banks: In Current Accounts In Fixed Deposits In Unclaimed Dividend A/c In Margin Money Deposit
Note: Fixed Deposits includes Rs. Nil P.Y. Rs.63,75,000/- being unutilised portion out of the preferential issue of Share Warrants.
As at 31/03/2009 (Rs.)
218,000
218,000
6,526,938
18,500 97,500 6,860,938
18,500 236,500
938,541,405 2,713,883 35,178,569 729,664 977,163,521
244,265,950 3,297,222 41,523,777 13,555,877 302,642,826
78,316,830 691,184,296 769,501,126 543,470 768,957,656
34,660,001 519,581,924 554,241,925 662,870 553,579,055
Current Year
Previous Year 575,953 575,953
Max. Balance 575,953 575,953
1,449,959 179,513,130 126,507,199 1,058,824 308,529,112
687,681 29,164,518 150,645,881 920,116 290,300 181,708,496
26

As at 31/03/2010 (Rs.) SCHEDULE - L LOANS AND ADVANCES (unsecured and considered good) Advances recoverable in cash or in kind or for value to be received Advance to Directors/Officers Loans to Companies Advance tax and TDS Staff Loan Balance with PPL Group Gratuity Trust Sundry Deposits Balances with Central Excise Interest Receivable on FDR Advance paid to suppliers (Includes due from Companies/Firms in which some of the Directors are interested Rs.1,54,17,172/-, P.Y. 1,54,86,472/-) Current Year From Companies under the same management i) Ittefaq Ice & Cold Storage Co. Pvt Ltd. (Taken over from Mobil Petrochem Pvt Ltd) iv) Panama Builders & Developers Pvt Ltd. (Taken over from Mobil Petrochem Pvt Ltd) Total (A) Advance to Directors/Officers i) Salimali E. Rayani ii) Vazirali E. Rayani iii) Amirali E. Rayani iv) P. V. Nikam Total (B) Gross Total (A + B) SCHEDULE - M CURRENT LIABILITIES AND PROVISIONS CURRENT LIABILITIES Sundry Creditors for Goods & Expenses Advances received against orders Unclaimed Dividend Other Current Liabilities PROVISIONS Provision for Income Tax Provision for Wealth Tax Provision for Fringe Benefit Tax Provision for Retirement Benefits Proposed Dividend (including tax on distributable profits) 2,089,195 8,045,000 10,134,195 1,362,944 1,402,912 2,517,121 5,282,977 15,417,172 Previous Year 1,328,195 8,045,000 9,373,195 1,362,944 1,726,912 2,973,421 50,000 6,113,277 15,486,472 Max. Balance 2,089,195 8,045,000 10,134,195 1,362,944 1,726,912 2,973,421 50,000 6,113,277 16,247,472 As at 31/03/2009 (Rs.)
21,634,852 5,282,977 10,134,195 144,630,021 140,195 2,672,178 3,471,991 52,144,908 1,532,835 71,662,832 313,306,983
14,290,813 6,113,277 9,373,195 96,836,852 76,000 2,864,379 20,292,436 2,478,469 17,584,537 169,909,959
1,354,631,813 15,970,189 1,058,824 91,040,230 1,462,701,056 167,266,822 76,100 1,010,000 2,731,319 34,163,945 205,248,186 1,667,949,242
545,457,980 672,614 920,116 3,979,889 551,030,599 97,266,822 98,000 1,010,000 2,667,178 27,331,155 128,373,155 679,403,754
27

As at 31/03/2010 (Rs.) SCHEDULE - N DEFERRED TAX ASSET/(LIABILITY) Deferred Tax Asset Less: Deferred Tax Liability SCHEDULE - O OTHER INCOME Dividend Interest on FDR (TDS Rs. 1498117.37/- PY - Rs. 30,48,415.58/-) Interest on Income Tax Refund Interest received earlier year Interest others Bad Debts Written Off Earlier Now Realised Sundry Credit Balance Written Off Forfieture of Share Warrant Application Money Discount earned from suppliers Insurance claim raised Rent Received Vat/Sales tax refund Octroi Refund Received Excise Refund Assignment of Keyman Insurance Policy at Surrender Value Miscellaneous Income SCHEDULE - P INCREASE / (DECREASE) IN STOCKS Closing stock of Finished Goods Less : Opening stock of Finished Goods Add/(Less): Variation in excise duty on opening and closing stock of finished goods SCHEDULE - Q CONSUMPTION OF RAW MATERIALS Opening Stock Add : Purchases Add : Freight Inward & Octroi Less : Closing Stock Add/(Less) : Variation in custom duty on opening and closing stock of bonded stock SCHEDULE - R MANUFACTURING EXPENSES Godown and Storage Rent Labour charges Factory Expenses Water & Drainage Charges Laboratory Expenses Power & Fuel Expenses Effluent treatment charges Repairs to Plant & Machinery As at 31/03/2009 (Rs.)
5,140,262 (2,741,823) 2,398,439
5,454,356 (2,741,823) 2,712,533
94,648 9,553,617 409,422 58,093 3,273,591 480,830 264,556 6,375,000 218,760 1,143,304 8,500 304,534 145,683 22,330,537
3,590 14,042,776 346,947 235,850 1,209,197 967,871 1,313,228 93,000 2,956,231 6,063,277 164,122 27,396,089
35,178,569 41,523,777 (6,345,209) 1,862,402 (4,482,806)
41,523,777 28,151,420 13,372,357 (1,236,866) 12,135,492
244,265,950 2,968,336,577 32,659,650 3,245,262,176 845,259,342 2,400,002,834 64,115,334 2,464,118,167
870,613,822 2,305,475,258 43,960,256 3,220,049,336 244,265,950 2,975,783,386 (59,871,969) 2,915,911,417
1,678,167 1,395,999 90,210 170,343 471,790 2,919,990 7,500 629,828 7,363,826
548,000 940,247 97,987 202,565 226,872 2,535,787 5,700 809,223 5,366,380
28

As at 31/03/2010 (Rs.) SCHEDULE - S EMPLOYMENT COST Salaries & Wages Employees Welfare Expenses Retirement Benefits to Employees Contribution to Provident and other funds Labour Settlement Cost Executive Remuneration SCHEDULE - T TRADED GOODS (NET) Opening Stock Add : Stock of merged company Add : Purchases Add : Freight Inward & Octroi Less : Closing Stock SCHEDULE - U OPERATING AND OTHER SELLING EXPENSES Rent, Rates & Taxes License Fees Advance License Fees Insurance Advertisement & Marketing Expenses Meeting & Conference Deposits not recoverable written off Customs Duty Assessment Levy Share Listing Expenses Postage and Telephone ESIC Assesment Dues Expenses on Merger Electricity Charges Travelling and Conveyance Printing and Stationery Miscellaneous Expenses Loss on Sale of Fixed Assets/Theft Short Term Loss on Sale of Shares Excise Assessment duty paid Staff Training Exp. Filing Fees Penalty Discount given to customers Directors Remuneration Directors Sitting Fees Sale tax -assessment Tax Service Tax - Expense Membership & Subscription Sample Expenses As at 31/03/2009 (Rs.)
8,586,999 294,960 64,141 293,690 1,056,000 10,295,790
7,391,287 294,743 703,357 295,757 20,000 202,350 8,907,494
13,555,877 243,417,568 1,309,057 258,282,503 94,011,727 164,270,775
70,104,439 530,235 96,512,169 994,681 168,141,525 13,555,877 154,585,648
2,554,986 193,495 1,143,025 6,207,801 3,744,083 55,000 2,165,307 867,362 4,206,778 652,616 695,643 1,979,018 99,309 620,419 866,719 37,370 656,470 4,114,458 1,386,000 106,000 340,146 1,000,325 2,035,094 29,070
773,518 168,199 975,454 6,016,461 4,894,383 113,026 875,422 286,136 12,922 1,761,213 76,984 1,420,666 924,086 2,613,504 614,076 217,125 77,551 638,888 4,090,532 554,000 80,000 70,805 749,617 383,725 20,407
29

As at 31/03/2010 (Rs.) Legal & Professional fees Donation & Charity Bad Debts Written Off Provision for Doubtful Debts Security Service charges Demurrage Charges Hire Charges Paid Vehicle Expenses Auditors Remuneration Audit Fees Tax Audit Other Capacity Sundry Debit Balance Written Off Interest on Delayed Payment of Customs Duty Repairs to : Building Other assets Sale Promotion Expenses Selling Expenses Packing Charges Opening Stock Add : Purchases Less : Closing Stock Freight Outwards Brokerage and Commission Export expenses SCHEDULE - V FINANCIAL EXPENSES Interest Financial Institution Banks Bank Charges SCHEDULE - W LOSS OF MATERIAL IN TRANSIT (NET): Loss of Material in Transit Less : Insurance Claim Receivable SCHEDULE - X PRIOR PERIOD ADJUSTMENTS: Prior Period Expenses Less: Prior Period Incomes 3,227,487 2,918,210 6,176,628 1,097,057 3,844,810 500,000 20,000 50,000 651,029 1,628,105 608,769 2,498,339 1,481,995 112,742 3,297,222 70,103,745 (2,713,883) 70,687,085 72,635,547 4,477,896 17,673,150 226,045,344 As at 31/03/2009 (Rs.) 4,092,803 2,540,501 11,032,356 662,870 812,031 4,305,000 270,700 1,504,781 300,000 10,000 31,350 299,713 5,387,257 825,178 1,439,910 511,953 158,096 110,400 47,446,888 (3,297,222) 44,260,065 67,790,108 4,345,820 12,746,554 191,735,745
20,478,946 20,478,946 28,521,537 49,000,484
9,496 54,976,780 54,986,276 28,027,666 83,013,941
1,022,421 1,022,421
5,936,736 4,018,607 1,918,129
1,397,925 (127,695) 1,270,230
7,290,100 (3,794,884) 3,495,216
30

SCHEDULE FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2010 SCHEDULE - Y SIGNIFICANT ACCOUNTING POLICIES
1. Basis of preparation The financial statements are prepared under the historical cost convention, in accordance with the Accounting Standards notified under the Companies (Accounting Standards) Rules 2006 and the provisions of the Companies Act 1956, as adopted consistently by the company. All revenue/income and cost/expenditure having a material bearing on the financial statements are recognized on accrual basis, except Dividend Income which is recognized on cash basis. 2. Use of estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as at the date of the financial statements and reported amounts of revenues and expenses for the year and the difference between actual results and estimates are recognized in the period in which they materialise. 3. Fixed Assets Fixed Assets are recorded at historical cost along with capitalized portion of specific and allocated expenses. Fixed Assets acquired and constructed are stated at historical cost including attributable cost and incidental expenses, erection/commissioning expenses for bringing the asset to its intended use. The carrying amount of assets is reviewed at each Balance Sheet date to determine if there is any indication of impairment thereof based on the external/internal factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount, which represents the greater of their Value in use. The estimated future cash flows are discounted to their present value at appropriate rate arrived at after considering the prevailing interest rate & weighted average cost of capital. Capital Work in Progress includes cost of assets at sites, construction expenditure, advances made for acquisition of capital assets and interest on the funds deployed. 4. Depreciation/Amortization Depreciation of fixed assets is provided on straight-line method at the rates and in the manner prescribed in Schedule XIV to the Companies Act 1956. Additions are depreciated on pro-rata basis for number of days used during the year at the rates prescribed in Schedule XIV of the Companies Act, 1956. Depreciation on assets sold, discarded or demolished during the year is being provided at the rates up to the day on which such assets are sold, discarded or demolished. Pursuant to Accounting Standard 26 on Intangible Assets, Software Development Charges are amortized over the useful life of the assets over a period not exceeding 3 years. 5. Valuation of Inventories Inventories of Raw Materials, Packing Materials, Finished Goods and Traded Goods are stated at Cost or Net Realizable value whichever is lower on FIFO basis. Cost comprises of all cost of purchase, cost of conversion and other costs incurred in bringing the inventories to their present location and condition, excluding Cenvat Credit/ Counter Veiling Duty (CVD), VAT set off, Discounts and Rebates. The excise duty in respect of closing inventory of finished goods is included as part of finished goods. Customs duty on stock lying in Bonded Warehouses is included in cost. Provision for obsolescence is made wherever necessary. 6. Investments Long-term Investments are valued at cost. However, provision for diminution in value if any, is made to recognize a decline, other than temporary, in the value of investments. Current Investments are valued at lower of cost or fair value. 7. Foreign Exchange Transactions Foreign Currency transactions are accounted at exchange rates on the date of transaction. Premium on forward cover contracts in respect of import of raw materials is charged to Profit & Loss account over the period of contract. Amounts payable and receivable in foreign currency as at the Balance Sheet date, not covered by forward contracts, are reinstated at the applicable exchange rates prevailing on that date. All exchange differences arising on monetary transactions not covered by forward contracts are charged to Profit & Loss account. 8. Retirement Benefits The Company has defined contribution plans for post employment benefits namely Provident Fund. Regular contributions are made to Provident Fund and charged to revenue. The Company has a defined benefit plans namely Gratuity, the liability for which is determined on the basis of an actuarial valuation at the end of the year. Gains and losses arising out of actuarial valuations are recognized immediately in the Profit & Loss Account as income or expense. 9. Borrowing Cost Borrowing Costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalized till the month in which the asset is ready to use as part of the cost of that asset. Interest on working capital is charged to revenue accounts. 10. Leases Lease rental in respect of assets taken on Operating Lease are charged to Profit & Loss Account over the period of lease term.
31

11. Provisions and Contingencies The Company creates a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure of contingent liability is made when there is a possible obligation or a present obligation that will probably not require outflow of resources or where a reliable estimate of the obligation cannot be made. 12. Prior Period Adjustment All identifiable items of Income and Expenditure pertaining to prior period are accounted through Prior Period Adjustment Account. Prior period adjustments on account of errors and omissions of transactions relating to prior periods are separately disclosed in the current years financial statements below the line so that the impact of prior period adjustments on the current year financial statements can be ascertain. 13. Revenue Recognition Revenue from sale of goods is recognized when the significant risks and rewards in respect of ownership of the goods transferred to the customer and is stated net of excise duty, trade discounts, sales return and sales tax where ever applicable. Dividend is recognized on receipt basis. 14. Taxes on Income The accounting treatment for the Income Tax in respect of the Companys income is based on the Accounting Standard on Accounting for Taxes on Income (AS 22) as notified by the Companies (Accounting Standards) Rules 2006. The Provision made for Income Tax in Accounts comprise both, current tax and deferred tax. Deferred tax is recognized for all timing differences, being the differences between the taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Such deferred tax is quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date. The carrying amount of deferred tax asset/ liability is reviewed at each Balance Sheet date and consequential adjustments are carried out. 15. Earnings per share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they were entitled to participate in dividends relative to a fully paid equity share during the reporting period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
32
16. Cash Flow Statement Cash Flow statements are prepared in accordance with Indirect Method as explained in the Accounting Standards on Cash Flow Statements (AS 3) notified under the Companies (Accounting Standards) Rules, 2006. 17. Segment Reporting The accounting policies adopted for segment reporting are in line with the accounting policy of the Company. Segment Revenue, Segment Expenses, Segment Assets and Segment Liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment. Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis, have been included under Unallocated Revenue/Expenses/Assets/ Liabilities.
SCHEDULE Z NOTES TO ACCOUNTS

1. In pursuance to the Special Resolution passed in the Annual General Meeting held on 29th September, 2007 the Company had received 10% upfront money from the promoters amounting to Rs.63.75 Lacs in the F.Y. 2007-08 against the issue on preferential basis of 4,25,000 Share Warrants carrying an option/entitlement to subscribe equivalent number of equity shares of Rs.10 each on a future date not exceeding 18 months i. e. 30th June 2009 from the date of issue at a conversion price of Rs.150 per share including premium of Rs.140 per share. However, on expiry of the said time limit and option not been exercised, the said amount was forfeited during the year by Company. Contingent Liabilities As at the year ended 31/03/2010 (Rs.) (a) Disputed Income-Tax Liability in appeal (b) Bank Guarantee (d) Disputed Service Tax Liability 24.96 Lacs 86.31Lacs 9.30 Lacs As at the year ended 31/03/2009 (Rs.) 26.98 Lacs 77.69 Lacs Nil
2.
(c) Letter of Credit Facility 9826.14Lacs 10286.45 Lacs
The Company does not expect any liability to devolve on it on account of the above referred contingent liabilities and therefore no provision is held. 3. Estimated amount of Contracts remaining to be executed on Capital Account & not provided for (Net of Advances paid) is Rs. 720.60 Lacs (P.Y. Rs.2,992.52 Lacs). As per the Revised Accounting Standard 15 Employees Benefits, the disclosure of employee benefits as defined in the Accounting Standard are given below:
4.

The amounts (in Rs.) recognized in the balance sheet are as follows: Defined benefit Obligation 2009-2010 Present value of funded obligations Fair value of plan assets Present value of unfunded obligations Unrecognized past service cost Net liability Amounts in the balance sheet: Liabilities Assets Net liability The amounts (in Rs.) recognized in the statement of profit and loss are as follows: Current service cost Interest on obligation Expected return on plan assets Net actuarial losses (gains) recognized in the year Past service cost Losses (gains) on curtailments and settlement Total, included in employee benefit expense 2,790,541 2,790,541 (59,222) (59222) 2,731,319 2,79,541 (59,222) 2008-2009 Nil Nil 2,667,178 2,667,178 2,667,178 2,667,178 GRATUITY Opening fair value of plan assets Actuarial gains and (losses) Assets distributed on settlements Contributions by employer Assets acquired in an amalgamation in the nature of purchase Exchange differences on foreign Plans Benefits paid Closing balance of fair value of plan assets The major categories of plan assets as a percentage of total plan assets are as follows: GRATUITY Defined benefit Obligation 214,927 220,042 ( 494,191) (59,222) 235,921 144,467 322,969 703,357 Government of India Securities High quality corporate bonds Equity shares of listed companies Property Policy of insurance Principal actuarial assumptions at the balance sheet date (expressed as weighted averages): GRATUITY Discount rate at 31st March 2010 Expected return on plan assets at 31st March 2009 Proportion of employees opting for early retirement Annual increase in salary costs 2009-2010 123,363 2,667,178 2008-2009 -
2,790,541 Defined benefit Obligation 2009-2010 0% 0% 0% 0% 100% Defined benefit Obligation 2009-2010 8.25% 5.00%
2008-2009 0% 0% 0% 0% 0%
2008-2009 7.00% 5.00%
Changes in the present value of the defined benefit obligation representing Defined benefit reconciliation of Opening Obligation and closing balances thereof are as follows: GRATUITY 2009-2010 2008-2009 Opening defined benefit obligation as on 01-04-2008 2,667,178 2,06,3821 Service cost for the year 214,927 235,921 Interest cost 220,042 144,467 Actuarial losses (gains) (370,828) 322,969 Losses (gains) on curtailments Liabilities extinguished on settlements Liabilities assumed in an amalgamation in the nature of purchase Exchange differences on foreign Plans Benefits paid 100,000 Closing defined benefit obligation 31-3-2010 2,731,319 2,667,178 Changes in the fair value of plan assets representing Defined benefit reconciliation of the opening Obligation and closing balances thereof are as follows:
The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. GRATUITY 2009-2010 2008-2009 Amount for the current and previous four periods are as follows: Defined benefit pension plans 2009-2010 2008-2009 Defined benefit obligation 2,731,319 2,667,178 Plan assets 2,790,541 Surplus/(deficit) 59,222 (2,667,178) Experience adjustments on plan liabilities (119,231) Experience adjustments on plan assets (123,363) Actuarial Loss/(Gain) due to change in assumptions (251,597) Actuarial Loss/(Gain) due to participant experience (119,231) Actuarial Loss/(Gain) on liabilities (370,828) Net Actuarial Loss/(Gain) for the year (494,191) -
33

5. Directors Remuneration
DIRECTORS REMUNERATION Executive Directors Mr. Amirali Mr. Amin Mr. Sameer E. Rayani Rayani Rayani (Rs.) (Rs.) (Rs.) (a) Salary & Allowances (b) Benefits & Perquisites (c) Bonus / Commission Additional Salary 4,86,000 (1,44,000)* Nil (Nil) Nil (Nil) Nil (Nil) Nil (Nil) 4,50,000 (Nil) Nil (Nil) Nil (Nil) Nil (Nil) Nil (Nil) 4,50,000 (Nil) Nil (Nil) Nil (Nil) Nil (Nil) Nil (Nil) Mr. S.K. Ukani (Rs.) Nil (4,10,000) Nil (Nil) Nil (Nil) Nil (Nil) Nil (Nil) NonExecutive Directors (Rs.) Nil (Nil) Nil (Nil) Nil (Nil) Nil (Nil) 106,000 (80,000)
(i) Transactions with related parties

Nature Name of the Quantum of Related of Transactions Party transaction Maximum amount outstanding during the year Closing balance as on 31/03/2010 Nil Nil
Rent Warehousing Charges Rent Warehousing Charges Warehousing Charges Rent
(d) Pension, Contribution to Provident fund & Superannuation Fund (e) Directors Sitting Fee (f) Stock Option Details (if any)
The Company does not offer any Stock Options.
* Figures of previous year are mention in brackets. 6. Assets namely moveable assets like bank accounts and various deposits taken over under the scheme of amalgamation under scheme of amalgamation effected in previous year are still held in the name of the erstwhile transferor company viz Mobile Petro chem. Pvt. Ltd., the company is in the process of getting it transferred in its name. Excise duty Liability on Manufactured goods lying as on 31st March 2010 is provided at Rs. 33.72 lacs (Previous year Rs. 52.33 lacs). Customs duty on imported materials/ goods lying in customs bonded warehouse as on 31st March 2010 is provided at Rs. 721.19 lacs (Previous year Rs. 79.44 lacs) The companys geographical operations at Ankleshwar, Marol & Daman consist of petroleum products. There are no other business segments related to the company and that the geographical locations are not subject to significantly differing risks and returns. In the opinion of the management, segmental reporting based on geographical locations is not required. As per Accounting Standard 18, notified under the Companies (Accounting Standards) Rules 2006, the disclosures of transactions with the related parties as defined in the Accounting Standard are given below: List of Related Parties: (Associates): 1. Anirudh Distributors Pvt. Ltd 2. Dunhill Development Pvt. Ltd 3. H.A. Constructions Pvt. Ltd 4. Ittefaq Ice & Cold Storage Co. Pvt. Ltd 5. Express Industries 6. Express Industries - AOP. 7. Iqbal Rayani Consultancy 8. Panama Petroleum Products 9. Asiatic Corporation 10. Iqbal Rayani Consultancy 11. Arif Iqbal Rayani Family Trust 12. Chemifine 13. Diamond Wax Agency 14. Monaco Petroleum Pvt. Ltd 15. S. R. Realities Pvt. Ltd. 16. Panama Builders & Developers Pvt. Ltd 17. Pickol Fibrotech
34
Panama Petroleum Products Monaco Petroleum Pvt. Ltd Hussein V. Rayani Anirudh Distributors Pvt. Ltd. Ittefaq Ice & Cold Storage Co.Pvt. Ltd. Arif A. Rayani
Rs. 1.20 lacs Rs. 0.90 lacs (Rs. 1.20 lacs)* (Rs. 0.30 lacs) Rs.5.00 lacs ( Rs. 1.00 lacs) Rs. 1.20 lacs (Rs. 1.20 lacs) Rs. 1.50 lacs (Rs. 1.50 lacs) Rs. 5.00 lacs (Rs. 2.50 lacs)
Rs. 4.50 lacs Rs. 4.50 lacs (Rs. 1.00 lacs) Rs. (0.79 lacs) Rs. 0.30 lacs Nil (Rs 0.30 lacs) (Rs.1.19 lacs) Rs. 1.35 lacs Rs. 1.35 lacs (Rs. 1.50 lacs) (Rs.1.19 lacs) Rs. 4.38 lacs (Rs. 2.50 lacs Rs. 4.38 lacs (Rs.1.98 lacs
Sale of Goods Asiatic (By Mobil Corporation Petrochem Pvt Ltd)
Rs. 3.06 lacs Rs. 2.75 lacs Rs. 2.75 lacs (Nil) (Nil) (Nil) Nil Nil Nil (Rs. 5.76 Lacs) (Rs. 23.81 Lacs) (Rs.5.76 lacs)
(ii) Inter Corporate Loans Granted

Name of the Related Party Quantum of transaction Maximum amount outstanding during the year Closing Balance as on 31/03/2010
7.
8.
Panama Builders Nil Rs. 80.45 lacs Rs. 80.45 lacs & Developers ( Rs. 80.45 lacs) (Rs. 80.45 lacs) ( Rs. 80.45 lacs) Pvt Ltd (Taken over from Mobil Petrochem Pvt Ltd) Ittefaq Ice & Rs. 7.00 lacs Rs. 20.28 lacs Rs. 28.28 lacs Cold Storage (Rs. 13.28 lacs) (Rs. 20.51 lacs) (Rs. 13.28 lacs) Co. Pvt Ltd. (Taken over from Mobil Petrochem Pvt Ltd)
(iii) Transactions with Key Managerial Personnel

Name of the Nature Key Managerial of Personnel Relationship Nature of transaction Quantum in Amount
9.
Amirali E. Rayani Amirali E. Rayani
Chairman Chairman
S.K. Ukani Amin A. Rayani
Director Managing Director & CEO Director Director Director Executive Executive
Rs. 4.86 lacs (Rs. 1.44 lacs) Opening balance of Rs. 29.73 lacs Surrender Value of Keyman (RS. 29.73lacs) Insurance Policy Managerial Remuneration Nil ( Rs. 4.10 lacs) Rent Rs. 6.63 lacs (Nil) Rs. 4.50 lacs (Nil) Rent Rs. 7.84 lacs (Rs. 1.20 lacs) Managerial Remuneration Rs. 4.50 lacs (Rs. 1.20 lacs) Executive Remuneration Rs. 1.08 lacs (Rs. 2.02 lacs) Opening balance of Rs. 13.63 Lacs Surrender Value of Keyman (Rs. 13.63 lacs) Insurance Policy Opening balance of Rs. 17.27 lacs Surrender Value of Keyman (Rs. 17.27 lacs) Insurance Policy Managerial Remuneration
Managerial Remuneration
Samir A. Rayani Samir A. Rayani Amin A. Rayani Akbarali E. Rayani Salimali E. Rayani
Vazirali E. Rayani
Executive

(iv) Key Man Insurance Policies
Name of the assured Amin A. Rayani Samir A. Rayani Relationship Amount Amount of Premium borne with the of by the company during company Policy the year (Rs. Lacs) Director Director 50 lacs 50 lacs Rs. 6.00 lacs( Rs. 6.00 lacs) Rs. 6.07 lacs( Rs. 6.07 lacs)
11. Details of Export Exp. 2009 2010 2008 2009

Brokerage and Commission Clearing and forwarding exp. Terminal Handling Charges Other Expenses
Total Premium Rs.12.07 lacs ( Rs. 12.07 lacs)
11.00 Lacs 143.01 Lacs 21.41 Lacs 1.31 Lacs
4.20 Lacs 115.85 Lacs Nil 7.41 Lacs
12. Earnings Per Share computed as per AS-20 as follows: Net Profit attributable to equity shareholders: Rs. 2392 lacs. Weighted Average Number of Equity Shares Outstanding during the year: 58.40 lacs equity shares for Basic EPS and 58.40 lacs equity shares for Diluted EPS. Earnings per share (Rs) Basic: Rs. 40.96 , Diluted: Rs. 40.96 13. Major components of Deferred Tax Asset/(Liabilities) are (Rs. In Lacs)
Particulars As on 31.03.2009 Current Year As on 31.03.2010 Deferred Deferred Deferred Deferred Deferred Deferred Tax Tax Tax Tax Tax Tax Asset Liability Asset Liability Asset Liability Unpaid Liabilities u/s 43B of the Income Tax Act, 1961 Difference between Book & Income Tax Depreciation Other items of time difference Deferred Tax Asset of Mobil Petrochem Pvt Ltd tak enover Net Deferred Tax (Asset)/ Liabilities taken to Balance Sheet 10.24 10.24
(v) Amount received/paid on behalf of related party & repaid/reimbursed back

Name of the Related Party Quantum of transaction Maximum amount Closing Balance outstanding as on during 31/03/2010 the year
Anirudh Opening Balance Nil Distributors Amt.Received/Paid 5.13 lacs Pvt. Ltd. Less : Amt.Repaid / Reimbursed NIL Closing Balance 5.13 lacs
Rs. 5.13 Lacs
Rs. 5.13 Lacs
* Figures of previous year are mention in brackets.
10. Leases In accordance with the Accounting Standard on Leases (AS 19), notified under the Companies (Accounting Standards) Rules 2006 disclosures in respect of leases are made below: a) The Company has taken a Factory/Office Premises on Operating Lease basis. Lease payments in respect of such leases recognized in Profit & Loss Account Rs. 20.00 Lacs (P.Y. Rs.10.28 Lacs). Future minimum lease payments/receipts on assets given under non-cancelable operating lease period (for lease entered into subsequent to 1st April 2001) are as follows:
10.05
3.78
13.83
b)
26.91
0.64
27.55
0.02 27.12
(3.14)
0.02 23.98
Assets Taken on lease:

Period As at 31st March 2010 As at 31st March 2009
Not later than one year Later than one year but not later than five years Later than five years Total
15.14 Lacs 11.36 Lacs NIL 26.50 Lacs
4.65 Lacs 1.80 Lacs NIL 6.45 Lacs
14. Details of dues to Micro, Small and Medium Enterprises as per MSMED Act, 2006 There are no outstanding to parties covered under the Micro, Small and Medium Enterprises as per MSMED Act, 2006. This information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors. 15. Details in respect of the products manufactured, Licensed and Installed Capacity, Opening Stock, Production and Purchases. Sales, Closing Stock and Raw Materials consumed are taken as certified by the Management and are as follows:
c)
The lease terms do not contain any exceptional / restrictive covenants other than prior approval of the lessee before renewal of lease. There are no restrictions such as those concerning dividend and additional debt other than in some cases where prior approval of lessor is necessitated for further leasing. Other lease arrangements, in respect of which payments are made by the Company, are cancelable.
d)
e)
35

Sr. No. A. B. C. Particulars Current Previous Year Year 2009 2010 2008 2009 75000 75000 731.778 216.139 390 74453.809 4078.369 Nil 74665.512 3083.930 1 30087.40 1879.36 520.075 1210.578 389 69000 69000 618.363 1624.598 389 69668.490 1889.287 1 69555.075 3297.746 NIL 35107.88 1607.58 731.778 216.139 390
18. Earnings in Foreign currency (FOB Value of Exports); 2009 2010 Exports 19. C.I.F. value of imports 2009 2010 Raw Materials 2008 2009 29810.29 Lacs 21758.04 Lacs 9276.09 Lacs 2008 2009 7788.21 Lacs
Licensed Capacity (MT) Installed Capacity (MT) Opening Stock: Manufactured Goods (MT) Traded Goods: Petroleum Prod. (MT) Others (Nos.) Actual Production and Purchases of Finished GoodsManufactured Goods (MT) Traded Goods: Petroleum Products (MT) Others (Nos.) SalesManufactured Goods(MT) Traded Goods: Petroleum Prod. (MT) Others (Nos.) Value (Rupees in lacs) Manufactured Goods Traded Goods Closing Stock: Manufactured Goods (MT) Traded Goods :Petroleum Prod. (MT) Others (Nos.)
D.
20. Inter Unit Transfer & Captive Consumption Inter Unit transfers are valued, either at factory cost of the transferor unit or at sales price plus transport and other charges. Inter Unit transfers amounting to Rs.695.85 Lacs (Previous Year Rs.1758.43 lacs) and Captive Consumption amounting to Rs.NIL (Previous Year Rs.NIL lacs) totaling to Rs.695.85 lacs (Previous year Rs.1758.43 lacs) have been reduced from both purchases and sales during the year. The method adopted is similar to the method adopted in previous year. 21. As per the past practice consistently followed by the company, all indirect expenditure incurred at the Head Office are allocated to the Daman unit on the basis of the turnover ratio for the purpose of working out the profit of the said unit for availing deduction u/s 80 IB. 22. Current assets, loans & advances are approximately of the value stated, except otherwise stated, if realized in the ordinary course of business. The provision of all known liabilities, is adequate and not in excess of the amounts reasonably necessary. Balance in sundry debtors, loans and advances, deposits, current liabilities and unsecured loans are subject to confirmations. 23. Sundry Debtors include Rs.119.81 lacs (P.Y. Rs. 122.89 lacs) due for a period exceeding 2 years as on the balance sheet date. In the opinion of the management, the same are good and recoverable and hence the same has not been provided for. 24. Figures for the previous year have been regrouped/ recasted wherever necessary to make them comparable with the figures of the current year.
E.
F.
16. Details of Raw Materials consumed The main raw material consumed is Base Oil, for which necessary details are given hereunder:
Consumption for The year ended 31/03/2010 (MT) Consumption for The year ended 31/03/2009 (MT)
Base Oil
63946.058
58191.682
Value of imported and indigenous raw materials, stores and spares consumed and percentage thereof to the total consumption: a) Raw Materials 2009 2010
Imported Indigenous 22677.86 Lacs 1963.32 Lacs
(%)
92% 08%
2008 2009
27087.09 Lacs 2072.02 Lacs
(%)
93% 07%
b)
Stores & Spares 2009 2010 (%) 0% 2008 2009 NIL (%) 0%
Imported Indigenous
NIL
6.30 Lacs 100%
8.09 Lacs 100%
Consumption is arrived at on the basis of opening stock plus purchases less closing stock and includes the adjustments of excess and shortage as ascertained on physical count. 17. Expenditure in Foreign Currency:
2009 2010 Foreign Traveling expenses 31.66 lacs Payments for Imports 19894.23 lacs Marketing Expenses 29.08 Lacs Bank Commission and Usance Charges 236.64 Lacs Meeting & Conference Nil Exhibition Expenses Nil Demurrage Charges Nil Legal & Professional Fees 2.66 Lacs Export Freight Nil Fixed Assets Nil Staff Training Exp. 8.66 Lacs 36 2008 2009 10.78 lacs 26493.76 lacs 41.71 lacs 522.76 lacs 0.99 Lacs 3.08 Lacs 43.05 Lacs 7.40 Lacs 5.47 Lacs 14.45 Lacs Nil
As per our report of even date. For and on behalf of the FOR HABIB & CO. Board of Directors CHARTERED ACCOUNTANTS PANAMA PETROCHEM LTD. D.P. SHROFF PARTNER Mem. No. 45417 Firm Reg. No. 103479W AMIRALI E RAYANI CHAIRMAN AMIN A RAYANI MANAGING DIRECTOR & CEO NIDHI GUPTA COMPANY SECRETARY
Place: Mumbai Date: 31st May, 2010
CASH FLOW STATEMENT

FOR THE YEAR ENDED 31st MARCH, 2010
PARTICULARS A Cash flows from Operating Activities: Net Profit Before Tax & Extraordinary Items Adjustment for : Add : Preliminary Exps. W/Off Depreciation Loss on sale/theft of assets Short Term Loss on Sale of Shares Prior Period adustment Unrealised (Gain) / Loss on foreign exchange (Net) Less : Dividend & Interest Income Forfieture of Share Warrant Application Money Dividend & Dividend Tax Taxes Surrender Value of Keyman Ins. Policy Deposits not recoverable written off Net Profit before working capital changes Adjustment for : Trade receivables Inventories Trade and other payables Transitional Liability towards Gratuity Liability Other Receivables Deferred Tax Assets Deferred Tax Asset Taken Over from Mobil Petrochem Pvt Ltd Net Cash flows from operating activities (A) B Cash flows from Investing Activities: Purchase of Fixed Assets Capital Work in Progress Acquisition of Fixed Assets (Net) (Due to Amalgamation) Purchase of shares Sales of Share Sale of Fixed Assets Interest received Dividend received Net Cash flows from Investing activities (B) C Cash flows from Financing Activities: Shares Pending Allotment (Due to Amalgamation) Change in other Reserves & Surplus (Due to Amalgamation) Liquidation Expenses Paid (Due to Amalgamation) Share Application Money (Taken over from Mobil Petrochem Pvt Ltd) Proceeds from/(Repayment of) Term Loans Proceeds from/(Repayment of) Unsecured Loan Net cash flow from Financing Activities (C) D Net increase in cash and cash equivalents [A+B+C] Cash and cash equivalents as at the beginning of period Cash and cash equivalents at the end of period As at 31/03/2010 (Rs.) 324,593,113 As at 31/03/2009 (Rs.) 169,908,364
13,259,064 13,167,850 1,979,018 99,309 (1,270,230) (3,495,216) (46,399,667) 6,539,008 (13,389,370) (14,393,313) (6,375,000) (34,163,945) (27,331,155) (84,122,629) (52,361,903) (6,063,277) (875,422) 154,209,663 85,094,936 (217,687,172) (79,921,162) (674,520,694) 666,337,255 1,037,253,726 (466,358,888) (143,397,024) (40,627,111) 314,094 (2,322) 156,172,593 164,522,707 (112,843,475) (39,370,289) (86,106,617) (2,500,337) (200,398,969) (8,473,259) 1,749,512 19,642 13,294,722 14,389,723 94,648 3,590 (192,264,827) (227,876,282) 10,782,400 198,504,153 (378,257) 217,200 124,567,167 (59,604,924) 38,345,682 1,515,822 162,912,850 151,036,394 126,820,616 87,682,819 181,708,496 94,025,678 308,529,112 181,708,496 For and on behalf of the Board PANAMA PETROCHEM LTD. AMIRALI E RAYANI CHAIRMAN AMIN A RAYANI MANAGING DIRECTOR & CEO NIDHI GUPTA COMPANY SECRETARY
As per our report of even date. For HABIB & CO. CHARTERED ACCOUNTANTS D.P. SHROFF PARTNER M. No: 45417 Firm Reg. No. 103479W Place: Mumbai Date: 31st May, 2010
37
PANAMA PETROCHEM LIMITED Information Required as per Part IV of Schedule VI to The Companies Act, 1956
(Balance Sheet Abstract and Companys Business Profile) 1 Registration Details Registration No. Balance Sheet date: 0 3 0 1 0 0 5 0 3 Month Public Issue: - N I L Bonus Issue - N I L 0 6 2 2 0 1 0 Status Code: 0 4
Day 2
Year Rights Issue: - N I L
Capital Raised during the year (Amt.Rs. In 000) -
Private Placement: - N I L -
Position of Mobilisation and Development of funds: (Amt Rs. In 000) Total Liabilities 0 0 1 1 8 2 2 1 7 Sources of funds Paid UP Capital 0 0 0 0 5 8 4 0 2 Secured loans 0 0 0 1 3 1 8 0 3 Application Money 0 0 0 0 0 0 2 1 7 Application of funds: Net Fixed Assets 0 0 0 4 7 2 9 5 0 Net Current Assets 0 0 0 7 0 0 0 0 8 Accumulated losses - - - N I L - - Performance of Company: (Amt. Rs. In 000) Turnover 0 0 3 2 0 2 (+ for profit - for losses) + -
0 0
Total Assets 1 1 8 2
7 4 1 1 1 8
Reserves & Surpluses 0 0 9 5 1 3 4 Unsecured Loans 0 0 0 0 4 0 4 5 0 0 0 0 0 4 0 4 5 Investment 0 0 0 0 6 8 6 Misc. expenditureNIL - - N I L - Deferred Tax Asset 0 0 0 0 2 3 9 0
3 3 + 6 -
0 0
Total expenditure 2 8 7 9 0
5 0
0 0
Profit before tax 0 0 0 3 2 3 3 2 Earning per share in Rs. 0 0 0 0 4 0 . 9
Profit after tax 0 0 2 3 9 2 Dividend Rate (%) 0 5 0
General names of three principal products/services of company: (As per Monetary terms) (HC Code) Product Description: (HC Code) Product Description: (HC Code) Product Description: 0 0 P A 2 7 P E 2 7 T R 0 N 1 T 1 2 0 0 O 1 0 I 0 2 L 9 E 9 0 U M 0 R O I L J E L L Y 7 1 0 1 9 9 0
R O L 0 1 9
A N S
F O R M E
For and on behalf of the Board PANAMA PETROCHEM LTD.
Place : Mumbai Date : 31st May, 2010

38
AMIRALI E RAYANI CHAIRMAN
AMIN A RAYANI MANAGING DIRECTOR & CEO
NIDHI GUPTA COMPANY SECRETARY

ECS MANDATE FORM
BIGSHARE SERVICES PRIVATE LIMITED Unit : PANAMA PETROCHEM LIMITED E-2, Ansa Industrial Estate, Saki-Vihar Road, Sakinaka, Andheri (E), Mumabi : 400 072
Dear Sir, Payment of Dividend through Electronic Clearing System (ECS) With reference to the circular Date 31st May, 2010 received from Panama Petrochem Ltd., I/We hereby give my/our mandate to credit my/our Dividend on the shares held by me/us under the folio mentioned, directly to my/our bank amount through the Electronic Clearing System (ECS). The details of the Bank Account are given below. Name of the First /Sole Shareholder: (In block letters) Folio No. : Name of the Bank in Full and Branch: Address and Telephone No. of the Bank: 9 Digit Code No. of the Bank and Branch as appearing on the MICR Cheque issued by the Bank Type of Account with Code Account No. as appearing on the Cheque book Bank Ledger No. / Bank Ledger Folio No. if any (As appearing in the Cheque book) I/We enclose a blank cancelled Cheque/photocopy to enable you to verify the details mentioned above. I/We hereby declare that the particulars given above are correct and complete. If the transaction is delayed or lost because of incomplete or incorrect information. I/We would not hold the Company/ the user institute responsible.
Signature of First / Sole Holder
Place : Date :
39

Plot No. 3303, GIDC Industrial Estate, Ankleshwar 393 002, Gujarat
Proxy Form
I/We of Being a member/members of above named company, hereby appoint of or falling him of of As my/our proxy to vote for me/us on my/our behalf at 28th Annual General Meeting of the Company to be held at 11.00 am on 25th September, 2010 at the Conference hall, Plot No. 3303, GIDC Industrial Estate, Ankleshwar-393 002, Gujarat and any adjournment thereof. Regd. Folio No.: Signed Date Note : a) The form should be signed across the stamp as per specimen signature registered with the Company. b) The Companies act, 1956 lays down that the instrument, appointing a proxy shall be deposited at the Registered Office of the Company not less than Forty Eight Hours before commencement of the Meeting. c) A Proxy need not be a member. or failing him
Attendance Slip
(To be handed over at the entrance of the Meeting Hall) 28th Annual General Meeting 25th September, 2010 I hereby record my presence at the Twenty Eighth Annual General Meeting of the Company held at the Registered Office of the Company at Conference hall, Plot No. 3303, GIDC Industrial Estate, Ankleshwar 393 002, Gujarat on Saturday, September 25th, 2010 at 11.00 am
Full name of Member (In Block letters) Regd. Folio No. No of Shares held Full name of Proxy (In Block Letters) Members/Proxys Signature Note: Persons attending the Annual General Meeting are requested to bring their copies of Annual Report, Since no separate copies will be distributed at the Annual General Meeting.
40

Panama Petro Ar 2010

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PANAMA PETROCHEM LIMITED

Company Secretary MS. NIDHI GUPTA

Auditors M/S. HABIB & COMPANY Chartered Accountants, Mumbai

Plants Ankleshwar, Daman, Taloja, Mumbai & Dahej

Listed at BOMBAY STOCK EXCHANGE LIMITED

28th Annual Report 2009-10

PANAMA PETROCHEM LIMITED

28th Annual General Meeting

Page 3-8 9-10 11 12-16 17 18-20 21 22 23-36 37 39 40

28th Annual Report 2009-10

PANAMA PETROCHEM LIMITED

28th Annual Report 2009-10

PANAMA PETROCHEM LIMITED

28th Annual Report 2009-10

PANAMA PETROCHEM LIMITED

Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956

28th Annual Report 2009-10

PANAMA PETROCHEM LIMITED

28th Annual Report 2009-10

PANAMA PETROCHEM LIMITED

28th Annual Report 2009-10

PANAMA PETROCHEM LIMITED

28th Annual Report 2009-10

PANAMA PETROCHEM LIMITED

341.64 1,811.16 3,777.99 5,589.15

273.31 777.47 2,943.07 3,777.99

28th Annual Report 2009-10

PANAMA PETROCHEM LIMITED

Total Foreign Exchange Inflow Total Foreign Exchange outflow

Amirali E Rayani Chairman (Amount in Rs.)

28th Annual Report 2009-10

PANAMA PETROCHEM LIMITED

Management Discussion and Analysis Report

28th Annual Report 2009-10

PANAMA PETROCHEM LIMITED

Report on Corporate Governance

Independent Promoter Executive Promoter Promoter

1 Nil Nil Nil Nil 1 2 Nil Nil

Nil Nil Nil Nil Nil 4 2 Nil Nil

Nil Nil Nil Nil Nil 1 1 Nil Nil

1,57,700 equity shares (2.70%)

96,000 equity shares (1.64%)

28th Annual Report 2009-10

PANAMA PETROCHEM LIMITED

The Company does not offer any Stock Options.

28th Annual Report 2009-10

PANAMA PETROCHEM LIMITED

28th Annual Report 2009-10

PANAMA PETROCHEM LIMITED

Distribution of Shareholding as on 31st March 2010:

1,00,001 and Above

Telephone No. Fax No. E mail

28th Annual Report 2009-10

PANAMA PETROCHEM LIMITED

CEO Certificate on Corporate Governance

Amin A Rayani Managing Director & CEO

Auditors Certificate on Corporate Governance

Place: Mumbai Date : 31st May, 2010

28th Annual Report 2009-10

PANAMA PETROCHEM LIMITED

For PANAMA PETROCHEM LIMITED

Amin A Rayani Managing Director & CEO

28th Annual Report 2009-10