Your Directors have pleasure in presenting the Twenty Seventh Annual Report of the
company together with the Audited Statement of Accounts for the Financial Year ended March
31, 2009 for your consideration and approval.
Your Directors congratulate you on successful completion of the 26 years and thank you
for your continuous support.
||(Rs. In Lacs)
||As on March 31, 2009
||As on March 31, 2008
|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
The Company has achieved a sales turnover of Rs. 36,739.24 lacs as against Rs.
23,391.22 lacs in the financial year 2007-08 thereby showing a growth in turnover of 57%.
Profit before Tax & Extra - Ordinary Items was Rs. 1699.08 lacs as against Rs. 1625.58
lacs during the previous year. After taking into account the interest, Depreciation and
provision for tax there was a Net Profit of Rs. 1664.13 lacs as against Rs. 1683.95 lacs
in the previous year.
The performance during the year was affected due to sharp downturn of business and
global economic slump which affected every industry worldwide including India. The prices
of raw materials and the finished products tumbled due to fall in international crude
The detailed Management Discussion & Analysis Report is attached hereto with the
Director's Report and should be read as part of this Directors Report.
In view of the continual satisfactory performance of the Company during the Financial
Year 2008-09, your Directors are pleased to recommend a dividend @ 40% i.e. Rs. 4/- per
share for the year ended March 31, 2009.
We are glad to announce that your Company has conducted the credit rating from one of
the leading credit rating agency CARE and is assigned a "CARE A+" rating for to
the Long Term Facilities and "PR1+" rating to the Short Term Facilities.
MERGER & AMALGAMATION
The Hon'ble High Court of Gujarat and Bombay, vide its order dated 14th November, 2008
approved the Scheme of Arrangement for De-merger of securities investment business of
Mobil Petrochem Pvt Ltd into Ittefaq Ice and Cold Storage Co. Pvt. Ltd; and Amalgamation
of Mobil Petrochem Pvt. Ltd. (residual business) with Panama Petrochem Ltd. Copies of the
Hon'ble High Court Order have already been filed with the Registrar of Companies, Gujarat,
Dadra and Nagar Haveli at Ahmedabad and Registrar of Companies, Mumbai and the Transferor
Company was dissolved without the process of winding-up.
In terms of the Scheme of Arrangement, as approved by the Hon'ble High Court of Bombay
and Gujarat, the amalgamation is operative with effect from the Appointed Date i.e. 1st
January 2008. Accordingly, it has been given effect to in the audited annual accounts for
the financial year ended 31st March, 2009.
Pursuant to the Scheme of Arrangement as approved by the High Court of Gujarat and
Bombay, the Company has issued and allotted 10,78,240 equity shares to the shareholders of
the Transferor Company- Mobil Petrochem Pvt. Ltd. in the Board Meeting held on 19th May
Requisite information about the amalgamation is given in Schedule 'Z' of 'Notes on
LISTING OF SHARES
Your Company's shares are listed on the Bombay Stock Exchange Ltd. The Company has paid
the listing fees for the year 2008-2009.
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.
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
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(l)(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.
C. Foreign exchange earnings and outgo:
i. Export Activities: During the year under review the Company have made Import/Export
as given in (ii) below.
ii. Foreign Exchange Earnings and Outgo:
||(Amount in Rs Lacs)
|Total Foreign Exchange Inflow
|Total Foreign Exchange outflow
PARTICULARS OF EMPLOYEES
During the financial year under review, none of the Company's employees was in receipt
of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are
required to be disclosed in this Report.
After the last Annual General Meeting, Mr. Badrudin Kasamali and Mr. S K Ukani resigned
from the Board w.e.f. 8th June, 2009.
Mr. Amirali E Rayani, Managing Director has taken over as the Chairman of the Board and
of the Company w.e.f. 29th June 2009. Mr. Amin Rayani, Director has taken over as the
Managing Director & CEO of the Company w.e.f. 29th June 2009.
In accordance with the provisions of the Companies Act, 1956 and the Company's Articles
of Association, Mr. Dilip Sobhag Phatarphekar and Madan Mohan Jain are liable to retire by
rotation and being eligible offer themselves for re-appointment. Directors recommend their
M/s Habib & Co., Chartered Accountants, Statutory Auditors of the Company hold
office until the conclusion of the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment. A certificate under section 224(1) of the Companies Act,
1956 regarding their eligibility for the proposed re-appointment has been obtained from
them. Your Directors recommend their re-appointment.
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 Auditor's 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 have such Human Resource Policy for the
payment of Leave Encashment, but we are in the process to incorporate the policy of leave
encashment payable to the employees so as to make it in compliance with the Accounting
Standard 15 (Revised).
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the
best of their knowledge and belief and according to the information and explanations
obtained by them and save as mentioned elsewhere in this Report, the attached Annual
Accounts and the Auditors' Report thereon, your Directors confirm that:
a. in preparation of the annual accounts, the applicable accounting standards have been
b. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable arid prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2009 and of the profit
of the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; and
d. the Directors have prepared the Annual Accounts on a going concern basis.
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
||For Panama Petrochem Ltd.
|Place : Mumbai
||Amirali E. Rayani
|Date : 30th July, 2009
||(Amount in Rs.)
||As on March 31, 2009
||As on March 31, 2008
|A) Power & Fuel Consumption
|a) Purchase of Units
|Rate per Unit
|b) Own Generation
|1) Through Diesel Generator
|2) Through Steam Turbine/Generator
|3. Furnace Oil
|4. Diesel Oil
|5. Others (Gas)
|Rate per Unit