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Directors Report of Panoramic Universal Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty Fourth Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2015.

1) FINANCIAL SUMMARY / HIGHLIGHTS,

OPERATIONS AND STATE OF AFFAIRS

The standalone performance of the Company for the financial year ended 31st March, 2015 is summarized as below:

(Rs. in Lacs)

Particulars 2014-15 2013-14

Turnover 5744.38 4888.37

Other Income 224.22 613.45

Total Revenue 5968.60 5501.82

Profit Before 3575.06 3160.72

Depreciation, Interest &

Taxes

Less: Depreciation 607.82 317.14

Less: Interest 42.95 5.41

Profit Before Tax 2924.29 2838.17

Less: Provision for Tax 978.44 986.53

Profit After Tax 1945.85 1851.64

Profit brought forward 8411.08 7654.35

from last year

Amount available for 10356.93 9505.99

appropriation

Appropriations

General Reserve 194.58 185.16

Proposed Dividend on 388.73 388.73

Equity Shares

Proposed Dividend on 350.00 350.00

Redeemable Preference

Shares

Tax on Dividend 150.39 125.55

Adjustment for earlier 184.08 45.47

year for tax (net)

Balance Carried to 9089.15 8411.08

Balance sheet

Basic EPS (Rs.) 1.96 1.85

Review of results and Company's affairs

The Company is in the business of IT and Hospitality related sector. The Company's total revenue has increased by 8.48 per cent to Rs. 5968.60 Lacs as against Rs.5501.82 Lacs in the previous year. The Net Profit after Tax has increased to Rs. 1945.85 Lacs as against Rs. 1851.64 Lacs in the previous year, showing a growth of 5.09 per cent.

A segment wise comparative study reveals that, the revenue from IT segment has increased by 10.69 per cent to Rs. 3219.84 Lacs as against Rs. 2908.98 Lacs in the previous year. The revenue from Hospitality segment has increased by 27.54 per cent to Rs. 2524.54 Lacs as against Rs. 1979.39 Lacs in the previous year.

2) CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year.

3) DIVIDEND

a) Cumulative Non Convertible

Redeemable Preference Shares

The Cumulative Non Convertible Redeemable Preference Shares are entitled to a fixed cumulative dividend of 7 per cent per share. Accordingly, your Directors recommend, for the approval of members, a dividend of 35 Paise per share involving a cash outflow of Rs. 350 Lacs for the year, excluding dividend distribution tax.

b) Equity Shares

Considering the performance of the Company, your Directors have maintained the trend and are pleased to recommend for the approval of members a dividend of 50 Paise i.e. 10 percent per equity share of Rs. 5/- each fully paid up (previous year 50 Paise per equity share). The dividend if approved by the members would involve a cash outflow of Rs. 388.73 Lacs for the year, excluding dividend distribution tax.

4) TRANSFER TO RESERVES

Your Directors propose to transfer an amount of Rs. 194.58 (10 per cent of the net profit for the year) to the General Reserve. An amount of Rs. 9089.15 Lacs is proposed to be retained in the Statement of Profit and Loss.

5) BOARD MEETINGS

The Board of Directors met 5 (five) times during the year on 20th May, 2014, 12th August, 2014, 12th November, 2014,13th February, 2015 and 25th February 2015. The number of Board Meetings held during the year 2014-15 were in compliance with the provisions of Companies Act, 2013 and Listing Agreement.

6) DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Cessation

Mr. Mehul Parekh (DIN: 00174718), Independent Director resigned from the Board of the Company w.e.f. 1st April, 2014 in view of sub-section (6)(e)(i) of section 149 of the Companies Act, 2013 and Mr. Arun Tari (DIN: 00025047), Managing Director resigned from the Board w.e.f. 31st May, 2014 due to his association in other Group Companies. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution and services rendered by them during their tenure as Independent Director and Managing Director respectively.

b) Retirement by rotation

In accordance with the provisions of the Companies Act, 2013, Mrs. Viidyaa Moravekar (DIN: 00177736) and Mr. Dnyanaraj Moravekar (DIN: 02829180) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers themselves for re-appointment. The Board recommends their re- appointment.

c) Appointment of Key Managerial Personnel (KMP)

i) Mr. Babu Iyer (DIN: 05193585)

In accordance with the provisions of the Companies Act, 2013, Mr. Babu Iyer (DIN: 05193585) was appointed as an Additional Director designated as Managing Director w.e.f. 01st June, 2014 at the Board Meeting held on 20th May, 2014 and was further appointed as Managing Director not liable to retire by rotation by the members at the last Annual General Meeting held on 27th September, 2014 for a term of 5 years w.e.f. 01st June, 2014.

ii) Mr. Sanjive Arora

Mr. Sanjive Arora who was appointed as Company Secretary and holding the position since 1st December, 2009 was further classified as Whole-time key managerial personnel w.e.f. 1st April, 2014 in accordance with the provision of section 203 of the Companies Act, 2013.

iii) Mr. Utpal Parekh

Mr. Utpal Parekh who was appointed as Chief Financial Officer (CFO) and was further classified as Whole-time key managerial personnel w.e.f. 1st May, 2014 in accordance with the provision of section 203 of the Companies Act, 2013. However Mr. Parekh had resigned as CFO w.e.f. 2nd April, 2015.

d) Appointment of Independent Directors

In accordance with the provision of section 149, 160, 161 and other applicable provisions of the Companies Act, 2013, Mr. Dilip S. Mulay (DIN: 00868470) was appointed as Additional Director designated as Independent Director at the Board Meeting held on 20th May, 2014 and was further appointed as Independent Director by the members at the last Annual General Meeting held on 27th September, 2014 for a term of 5 years with effect from 20th May, 2014 upto 19th May, 2019, not liable to retire by rotation.

In accordance with the provision of section 149 and other applicable provisions of the Companies Act, 2013, all the existing Independent Directors, Mr. Abeezar Faizullabhoy (DIN: 00264422), Mr. Vilas Mitbawkar (DIN: 00056436), Ms. Hemlata Sawant (DIN: 00177642) and Mr. Rajendra Gawde (DIN: 00947714) were appointed as Independent Directors by the members at the Annual General Meeting held on 27th September, 2014 for a term of 5 years with effect from 27th September, 2014 upto 26th September, 2019, not liable to retire by rotation.

e) Declaration from Independent Directors

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

f) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the performance of the directors individually as well as the evaluation of the members of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The evaluation has been carried out as per the policy formulated by Nomination and Remuneration Committee.

7) AUDIT COMMITTEE

Pursuant to Section 177(8) of the Companies Act, 2013 and the Rules made thereunder as may be amended from time to time, your Board has re-constituted the 'Audit Committee' comprising Mr. Dilip S. Mulay as the Chairman and Mr. Babu Iyer, Mr. Vilas Mitbawkar and Ms. Hemlata Sawant as its other members. More details on the committee are given in the Corporate Governance Report.

8) NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013 and the Rules made thereunder as may be amended from time to time, your Board has re-constituted and re-named 'Remuneration cum Compensation Committee' as 'Nomination and Remuneration Committee' comprising Mr. Dilip S. Mulay as the Chairman and Mr. Rajendra Gawde, Mr. Vilas Mitbawkar, Mr. Babu Iyer and Ms. Hemlata Sawant as its other members. The policy formulated by the Nomination and Remuneration Committee for Remuneration of Directors, KMPs and other employees and also criteria determining their qualifications, positive attributes, independence, etc. are mentioned in the Corporate Governance Report and also on the website of Company.

9) VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy (WB) to deal with instance of fraud and mismanagement, if any. The Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The WB Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Audit Committee of the Board is entrusted to monitor the implementation of WB policy. The details of such mechanism is also posted on the website of the Company.

10) STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013 and the Rules made thereunder as may be amended from time to time, your Board has re-constituted and re-named 'Share Transfer cum Investors Grievance Committee' as 'Stakeholders Relationship Committee' comprising Mr. Dilip S. Mulay as the Chairman and Mr. Rajendra Gawde, Mr. Siddhartha Moravekar and Ms. Hemlata Sawant as its other members. The details of the Committee are mentioned in the Corporate Governance Report.

11) INTERNAL COMPLAINTS COMMITTEE

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Committee has not received any sexual harassment complaint during the year.

12) DIRECTOR'S RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a) l n the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

13) EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as "Annexure A".

14) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

15) STATUTORY AUDITORS AND AUDITORS' REPORT

M/s. H. H. Topiwala & Co., Chartered Accountants, Firm Registration No.111022W, Mumbai, the auditors of the Company hold office until the conclusion of the ensuing AGM and are eligible for re-appointment.

The Company has received letters from M/s. H. H. Topiwala & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under applicable provisions of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013 and the rules framed thereunder.

The members are requested to appoint M/s. H. H. Topiwala & Co., Chartered Accountants as Statutory Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting to be held in 2016 and to authorize the Board to fix their remuneration for the year 2015-16.

The report of Statutory Auditor forming part of this Annual Report do not contain any qualification, reservation or adverse remarks.

16) SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Makarand M. Joshi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B". The report of Secretarial Auditor forming part of this Annual Report do not contain any qualification, reservation or adverse remarks.

17) INTERNAL AUDITOR

M/s. Gandhi, Majumdar and Associates, CMA were appointed as Internal Auditors of the Company during the year. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries and reports the same to the Audit Committee at quarterly intervals.

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

a) Conservation of Energy

Your Company makes all efforts to reduce consumption and cost of energy on a regular basis. In the recent past the Company at its Panvel resort has replaced the lights of all guest room's /unit's with energy efficient LED light fittings and the old Air Conditioning (AC) Systems with energy efficient AC Systems. The Company had made an approximate investment of Rs. 5,00,000/- and Rs.10,00,000/- for the aforesaid LED light fittings and AC Systems respectively. Adequate measures have been taken to conserve energy, and power consumption and usage is closely monitored on daily basis resulting in optimum utilization of energy. For this purpose the Company has initiated energy audit for all its properties. The Company has also installed Solar Hot Water system and initiated Solar Street lighting. Equipment preventive maintenance schedule is strictly followed at all properties to increase equipment efficiency and save energy cost.

b) Technology Absorption

Since the Company is in the business of IT and Hospitality related sector which forms part of the service industry and does not have any manufacturing operations, the Company was not required to undertake any technology absorption measures.

c) Foreign Exchange Earnings and Outgo

The details on foreign exchange earnings and outgo are furnished in the Note Nos. 33 and 34 of Standalone Accounts.

19) CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by the Company as per the applicable accounting standards and the audited Consolidated Financial Statements together with Auditors' Report form part of the Annual Report.

20) DETAILS OF THE SUBSIDIARIES / ASSOCIATES AND THEIR FINANCIAL PERFORMANCE

The Company has total Fourteen subsidiaries (Four Indian subsidiaries and Ten Foreign subsidiaries) and one Associate Company.

Pursuant to section 136 of the Companies Act, 2013, the Company will provide the financial statements and related information of the subsidiary companies upon request by any member of the Company.

The financial statements of the subsidiary companies are available on the website of the Company www.panoramicuniversal.com. These documents are also available for inspection during business hours at the registered office of the Company.

The brief information about the subsidiaries / associates and their financial performance is annexed herewith as "Annexure C".

21) DEPOSITS

Your Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

22) INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries and reports the same on quarterly basis to Audit Committee. Based on the report of internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations, if any and corrective actions thereon are presented to the Audit Committee of the Board for further actions.

23) PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES GIVEN OR SECURITY PROVIDED

The details of loans and guarantees given / provided and investments made during the year are given in the notes to the Financial Statements.

24) RISK MANAGEMENT

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. In order to overcome the same, the Board of the Company has already formulated and adopted the Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management.

25) CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

The Board has constituted 'Corporate Social Responsibility (CSR) Committee' in accordance with section 135 of the Companies act, 2013 and the Rules made thereunder. The CSR Committee is comprising of Mrs. Viidyaa Moravekar as the Chairperson and Mr. Rajendra Gawde, Mr. Dilip Mulay and Ms. Hemlata Sawant as its other members. Based on the recommendation of the CSR Committee, the Board has adopted the CSR Policy for implementing CSR activities. The Annual Report on the CSR activities is provided as "Annexure D" to this Report. The detailed CSR policy of the Company is available on the weblink

http://www.panoramicuniversal.com/pdf/Corporate-

Social-Responsibility-Policy.pdf

26) RELATED PARTY TRANSACTIONS

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) is annexed herewith as "Annexure E" in Form AOC- 2 as per Rule 8(2) of the Companies (Accounts) Rule, 2014.

27) MANAGERIAL REMUNERATION AND OTHER DETAILS

The necessary details / disclosures of Ratio of Remuneration to each Director to the median employee's remuneration and other details as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure F".

28) MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management discussion and analysis of the financial conditions and the results of operations of the Company for the year under review is annexed to and forms part of the Annual Report.

29) CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as an integral part of this Report and a Certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is also attached to the Corporate Governance Report.

30) ACKNOWLEDGEMENT

We sincerely thank all our investors, customers, suppliers, bankers, business partners/ associates and government authorities for their continued co-operation, trust, support and guidance. We also take this opportunity to express our heartfelt appreciation for the contribution, hard work, dedication and commitment of all our employees who have been one of the major driving factors for the Company's growth and progress.

For and on behalf of the Board

Babu S. Iyer Hemlata Sawant Managing Director Director (DIN: 05193585) (DIN: 00177642)

Mumbai, 20th May, 2015


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Twenty Third Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2014.

FINANCIAL SUMMARY / HIGHLIGHTS

The standalone performance of the Company for the financial year ended 31st March, 2014 is summarized as below:

(Rs in Lakhs)

Particulars 2013-14 2012-13

Turnover 4888.37 5504.35

Other Income 613.45 206.55

Total Revenue 5501.82 5710.90

Profit Before 3160.72 3621.40 Depreciation, Interest & Taxes

Less: Depreciation 317.14 262.22

Less: Interest 5.41 12.50

Profit Before Tax 2838.17 3346.68

Less: Provision for Tax 986.53 1115.00

Profit After Tax 851.64 2231.68

Adjustment for earlier (45.47) (231.03) year for tax (net)

Profit brought forward 7654.35 6741.15 from last year

Amount available for 9505.99 8972.83 appropriation

Appropriations

General Reserve 185.16 223.17

Proposed Dividend on 388.73 388.73 Equity Shares

Proposed Dividend on 350.00 350.00 Redeemable Preference Shares

Tax on Dividend 125.55 125.55

Balance Carried to 8411.08 7654.35 Balance sheet

Basic EPS (Rs.) 1.85 2.34

Results of operations

The Company''s total revenue has decreased by 3.66 per cent to Rs. 5,501.82 Lakhs as against Rs. 5,710.90 Lakhs in the previous year. The Net Profit after Tax has decreased to Rs. 1,851.64 Lakhs as against Rs. 2,231.68 Lakhs in the previous year, showing a decline of 17.03 per cent.

A segment wise comparative study reveals that, the revenue from IT segment has declined by 9.64 per cent to Rs. 2,908.98 Lakhs as against Rs. 3,219.31 Lakhs in the previous year. The revenue from Hospitality segment has declined by 13.38 per cent to Rs. 1979.39 Lakhs as against Rs. 2285.04 Lakhs in the previous year.

The Company has been aggressively pursuing its growth plans primarily through expansion in the Hospitality Sector.

In pursuit of the aforesaid goal, during the year the Company has infused additional funds through equity in its wholly owned subsidiary, Panoramic Holidays JLT (Dubai) for acquisition of service apartments in UAE. The Company through its subsidiary, Panoramic Ace Properties Inc. (USA) has also acquired apartments and villas in the city of Las Vegas and Orlando, USA respectively catering to the hospitality sector.

During the year, the Company has closed down and de-registered its Wholly Owned Subsidiary namely ''Starting Right Investments Two Two Five (Pty.) Ltd.'' (Namibia), due to unfavorable business environment in Namibia.

DIVIDEND

Cumulative Non Convertible Redeemable Preference Shares

The Cumulative Non Convertible Redeemable Preference Shares are entitled to a fixed cumulative dividend of 7 per cent per share. Accordingly, your Directors recommend, for the approval of members, a dividend of 35 Paise per share involving a cash outflow of Rs. 350 Lakhs for the year, excluding dividend distribution tax.

Equity Shares

Considering the performance of the Company, your Directors have maintained the trend and are pleased to recommend for the approval of members a dividend of 50 Paise i.e. 10 per cent per equity share of Rs. 5/- each fully paid up (previous year 50 Paise per equity share). The dividend if approved by the members would involve a cash outflow of Rs. 388.73 Lakhs for the year, excluding dividend distribution tax.

TRANSFER TO RESERVES

Your Directors propose to transfer an amount of Rs. 185.16 Lakhs (10 per cent of the net proflt for the year) to the General Reserve. An amount of Rs. 8,411.08 Lakhs is proposed to be retained in the Statement of Proflt and Loss.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the unpaid / unclaimed dividend of Rs. 39,923/- pertaining to flnancial year 2005-06 was transferred to the Investor Education and Protection Fund, as required by the Investor Education and Protection Fund (awareness and protection of investors) Rules, 2001.

BOARD OF DIRECTORS Resignations

Mr. Mehul Parekh, Independent Director has resigned from the Board of the Company with effect from 01st April, 2014 in view of sub-section (6)(e)(i) of section 149 of the Companies Act, 2013. The Board places on record its gratitude for his valuable contributions during his tenure as member of the Board.

Mr. Arun Tari, Managing Director has resigned from the Board of the Company with effect from 31st May, 2014 due to his association in other Group Companies. The Board places on record its gratitude for the services rendered by him during his tenure as Managing Director.

Retire by rotations

Pursuant to the provisions of the Companies Act, 1956 / 2013 and the Articles of Association of the Company, Mr. Sudhir Moravekar (DIN: 00399938) and Mr. Siddhartha Moravekar (DIN: 00022863), Directors of the Company, who retire by rotation at the ensuing annual general meeting and being eligible has offered themselves for re-appointment.

Appointments

In accordance with the provisions of Sections 160, 161, 196, 197, 198, 203, and other applicable provisions and the Rules, if any, read with Schedule V of the Companies Act, 2013, Mr. Babu S. Iyer was appointed as an Additional Director designated as Managing Director with effect from 01st June, 2014 and he shall hold office up to the date of ensuing Annual General Meeting. The Company has received notice in writing from a member proposing his candidature pursuant to section 160 of the Companies Act, 2013, for the office of the Director. Your Board recommends the appointment of Mr. Babu S. Iyer as Managing Director for a term of 5 years with effect from 01st June, 2014 at the ensuing Annual General Meeting.

In accordance with the provisions of Sections 149, 152, 160, 161 and other applicable provisions and the Rules, if any, read with Schedule IV of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges (including any amendment or re-enactment thereof from time to time), Mr. Dilip S. Mulay was appointed as an Additional Director designated as an Independent Director of the Company with effect from 20th May, 2014 and he shall hold office up to the date of ensuing Annual General Meeting. The Company has received notice in writing from a member proposing his candidature pursuant to section 160 of the Companies Act, 2013, for the office of Director. Your Board recommends the appointment of Mr. Dilip S. Mulay as an Independent Director for a term of 5 years with effect from 20th May, 2014 upto 19th May, 2019, not liable to retire by rotation at the ensuing Annual General Meeting.

Re-appointments

Pursuant to the provisions of the Companies Act, 1956 / 2013 and the Articles of Association of the Company, Mr. Abeezar Faizullabhoy, Mr. Vilas Mitbawkar and Ms. Hemlata Sawant, Independent Directors who are retiring at the ensuing Annual General Meeting and Mr. Rajendra Gawde, Independent Director, who was appointed as Director liable to retire by rotation, be re-appointed as Independent Directors for a term of 5 consecutive years with effect from 27th September, 2014 upto 26th September, 2019, not liable to retire by rotation at the ensuing Annual General Meeting pursuant to Sections 149, 152 and other applicable provisions and the Rules, if any read with Schedule IV of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges (including any amendment or re-enactment thereof from time to time). The Company has received requisite notices in writing from members proposing their candidature for appointment as Independent Directors, pursuant to section 160 of the Companies Act, 2013.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence in pursuance of section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges (including any amendment or re-enactment thereof from time to time).

The Board recommends the above mentioned appointments / re-appointments of Directors at the ensuing Annual General Meeting.

COMMITEES OF BOARD

In view of resignation and appointment of Directors as mentioned above and pursuant to the applicable provisions & rules of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges (including any amendment or re-enactment thereof from time to time), the following committees of the Board have been Constituted / Re-constituted / Re-named:

a) Constituted

(i) Corporate Social Responsibility (CSR Committee)

Pursuant to Section 135 of the Companies Act, 2013 and the Rules made thereunder as may be amended from time to time, your Board have constituted ''Corporate Social Responsibility (CSR) Committee'' comprising Mrs. Viidyaa Moravekar as the Chairperson and Mr. Rajendra Gawde, Mr. Dilip S. Mulay and Ms. Hemlata Sawant as its other members.

The said committee has been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities from time to time.

b) Re-constituted

(i) Audit Committee

Pursuant to Section 177 of the Companies Act, 2013 and the Rules made thereunder as may be amended from time to time, your Board has re-constituted the ''Audit Committee'' comprising Mr. Dilip S. Mulay as the Chairman and Mr. Vilas Mitbawkar and Ms. Hemlata Sawant as its other members.

(ii) Nomination and Remuneration Committee

Pursuant to Section 178 of the Companies Act, 2013 and the Rules made thereunder as may be amended from time to time, your Board has re-constituted and re-named ''Remuneration cum Compensation Committee'' as ''Nomination and Remuneration Committee'' comprising Mr. Dilip S. Mulay as the Chairman and Mr. Rajendra Gawde, Mr. Vilas Mitbawkar and Ms. Hemlata Sawant as its other members.

(iii) Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013 and the Rules made thereunder as may be amended from time to time, your Board has re-constituted and re-named ''Share Transfer cum Investors Grievance Committee'' as ''Stakeholders Relationship Committee'' comprising Mr. Dilip S. Mulay as the Chairman and Mr. Rajendra Gawde, Mr. Siddhartha Moravekar and Ms. Hemlata Sawant as its other members.

STATUTORY AUDITORS

The Auditors, M/s. H. H. Topiwala & Co., Chartered Accountants, Firm Registration No. 111022W, Mumbai, who hold office up to the conclusion of the ensuing Annual General Meeting, have confirmed their eligibility under Section 141 of the Companies Act, 2013 and willingness to accept the office, if re-appointed at the ensuing Annual General meeting. Your Directors recommend their appointment at the ensuing Annual General Meeting.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

PARTICULARS OF EMPLOYEES

The Company has not employed any person whose remuneration is equal to or above the monetary limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the representations received from the Management, the Board of Directors hereby confirms that:

i. in the preparation of the Annual Accounts for the year 2013-2014, the applicable Accounting Standards have been followed and there are no material departures;

ii. they have in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of its knowledge and ability. There are, however, inherent limitations which should be recognized while relying on any system of internal controls and records.

iv. they have prepared the annual accounts on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is furnished hereunder :

A. Conservation of Energy

Energy conservation is a continuous process being followed by the Company. Adequate measures have been taken to conserve energy and power consumption and usage is closely monitored on daily basis resulting in optimum utilization of energy. For this purpose the Company has initiated energy audit for all its properties. In the recent past the Company has replaced all guest room''s / unit''s lights with LED / T5 light fittings. The Company has installed VRV (Variable Refrigeration Volume) centralized AC system and also started installation of Inverter technology AC units, where the Company can save upto 30 per cent energy. The Company has also installed Solar Hot Water system and initiated Solar Street lighting. Equipment preventive maintenance schedule is strictly followed at all properties to increase equipment efficiency and save energy cost.

B. Technology Absorption

The activity of the Company is not covered under the list of specified industries in the Schedule to the Rules as stated above as the Information Technology Industry and Hotel Industry forms part of the service industry and the Company does not have any manufacturing operations.

C. Foreign Exchange Earnings and Outgo

The details on foreign exchange earnings and outgo are furnished in the Notes on Accounts (Refer Note nos. 33 and 34).

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from the Statutory Auditors of the Company attached to this Report confirms the compliance with the terms and conditions of Corporate Governance by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management discussion and analysis of the financial conditions and the results of operations of the Company for the year under review is annexed to and forms part of the Annual Report.

SUBSIDIARY COMPANIES

The Company has total Fifteen subsidiaries - Four Indian subsidiaries and Eleven* Foreign subsidiaries. The list of these subsidiary companies is provided as per Annexure "A" to this Report.

In terms of Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and the Statement of Profit and Loss of its subsidiaries to its Annual Report. However, the Ministry of Corporate Affairs (MCA), Government of India vide its General Circular No. 2/ 2011 dated 8th February, 2011 has provided a general exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report.

The Board of Directors at its meeting held on 20th May, 2014 has decided to comply with the provisions of the aforesaid circular and accordingly, this Annual Report does not contain the financial statements of the subsidiaries. In terms of the said circular of the MCA, a summary of financial information of each of the subsidiary companies for the financial year ended 31st March, 2014 is provided in the Annual Report. The Company will make available the annual audited accounts and related information of the subsidiaries upon request by any member of the Company. These documents will be available for inspection during business hours at the registered office of the Company.

TRANSITION FROM COMPANIES ACT, 1956 TO COMPANIES ACT, 2013

In view of notification of the Companies Act, 2013, the relevant sections / schedules / rules of the Companies Act, 2013 relating to the preparation of Financial Statements, Auditor''s Report, Board''s Report, etc. came into force with effect from 01st April, 2014. However, the Ministry of Corporate Affairs (MCA), Government of India vide its General Circular No. 08/2014 dated 04th April, 2014 has provided a clarification that the financial statements (and documents required to be attached thereto), Auditors Report and Board''s Report in respect of financial years that commenced earlier than 01st April, 2014 shall be governed by the relevant provisions / schedules / rules of the erstwhile provisions of the Companies Act, 1956.

The Board of Directors at its meeting held on 20th May, 2014 has decided to comply with the provisions of the aforesaid circular and accordingly, this Annual Report contains the Financial Statements (standalone and consolidated), Auditor''s Report, Director''s Report and other necessary documents required to be attached thereto in terms of the sections / schedules / rules of the Companies Act, 1956 and accordingly the reference of both the Acts i.e. Companies Act, 1956 and Companies Act, 2013 have been made throughout the Annual Report, wherever necessary.

ACKNOWLEDGMENTS

We sincerely thank all our investors, customers, suppliers, bankers, business partners/ associates and government authorities for their continued co-operation, trust, support and guidance. We also take this opportunity to express our heartfelt appreciation for the contribution, hard work, dedication and commitment of all our employees who have been one of the major driving factors for the Company''s growth and progress.

For and on behalf of the Board

Arun Tari Hemlata Sawant Managing Director Director

Mumbai, May 20, 2014


Mar 31, 2013

Dear Members,

The Directors are pleased to present the Twenty Second Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE

The performance of the Company for the financial year ended 31st March, 2013 is summarized as below:

(Rs. in Lacs) Particulars 2012-13 2011-12

Turnover 5504.35 4497.64

Other Income 206.55 317.99

Total Revenue 5710.90 4,815.63

Profit Before Depreciation, Interest & Taxes 3621.40 3,044.41

Less: Depreciation 262.22 197.95

Less: Interest 12.50 20.39

Profit Before Tax 3346.68 2,826.07

Less: Provision for Tax 1115.00 942.30

Profit After Tax 2231.68 1,883.77

Profit brought forward from last year 6741.15 5,906.25

Amount available for appropriation 8972.83 7,790.02

Appropriations

General Reserve 223.17 188.38

Proposed Dividend on

Equity Shares 388.73 388.73

Proposed Dividend on

Preference Shares 350.00 350.00

Tax on Dividend 125.55 119.84

Tax adjustment for

earlier years 231.03 1.92

Balance Carried to Balance sheet 7654.35 6,741.15

Basic EPS (Rs.) 2.34 1.90

The Company''s total revenue has increased to Rs. 5,710.90 Lacs as against Rs. 4,815.63 Lacs in the previous year at a growth rate of 18.59 per cent. The Net Profit after Tax amounted to Rs. 2,231.68 Lacs as against Rs. 1,883.77 Lacs in the previous year, showing a growth of 18.47 per cent.

A segment wise comparative study reveals that, the IT segment has grown by 11.58 per cent to Rs. 3,219.31 Lacs as against Rs. 2,885.31 Lacs in the previous year. The Hospitality segment has grown substantially by 41.72 per cent to Rs. 2,285.04 Lacs as against Rs. 1,612.33 Lacs in the previous year.

The Company has envisaged hotel projects at various locations across India. The said projects will add to the total hotel room capacity, substantially adding to the hospitality income in the years to come.

HIGHLIGHTS OF THE YEAR

Your Company has been aggressively pursuing its growth plans primarily through expansion in the Hospitality Sector.

In pursuit of the aforesaid goal, your Company, in addition to its location in United States, New Zealand, Thailand and Namibia, has floated subsidiary companies in Singapore and Dubai thereby widening its presence in Hospitality Sector.

Seaview Homes Co., Ltd. (SHCL), a subsidiary company at Thailand owns Condominium units in sea facing high rise buildings in Pattaya and Phuket which offers these units for its hospitality business. SHCL has also booked Condominium units at Bangkok and is awaiting for possession. SHCL also has few more acquisitions lined up at Pattaya and Phuket.

Panoramic Singapore Hospitality Pte. Ltd., a wholly owned subsidiary company incorporated at Singapore, has taken Service Apartments on lease basis for catering to Hospitality Sector.

During the year your Company has also floated a wholly owned Subsidiary in Dubai, U.A.E. for marketing services related to Hospitality Sector and for acquiring properties. The Company also has plans to set up a Representative Office in Dubai for marketing purpose.

DIVIDEND

Cumulative Non-Convertible Redeemable Preference Shares

The Cumulative Non-Convertible Redeemable Preference Shares are entitled to a fixed dividend of 7 per cent per share. Accordingly, your Directors recommend, for the approval of members, a dividend of Re. 0.35 per share involving a cash outflow of Rs. 350 Lacs for the year, excluding dividend distribution tax.

Equity Shares

Considering the performance of the Company, your Directors have maintained the trend and are pleased to recommend for the approval of members a dividend of Re. 0.50 i.e. 10 per cent per equity share of Rs. 5/- each fully paid up (previous year Re. 0.50 per equity share). The dividend if approved by the members would involve a cash outflow of Rs. 388.73 Lacs for the year excluding dividend distribution tax.

TRANSFER TO RESERVES

Your Directors propose to transfer an amount of Rs. 223.17 Lacs (10 per cent of the net profit for the year) to the General Reserve. An amount of Rs. 7,654.35 Lacs is proposed to be retained in the Statement of Profit and Loss.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the unpaid / unclaimed dividend of Rs. 70,108/- pertaining to financial year 2004-05 was transferred to the Investor Education and Protection Fund, as required by the Investor Education and Protection Fund (awareness and protection of investors) Rules, 2001.

DIRECTORS

In terms of the provisions of the Companies Act, 1956 and Articles 142 and 143 of the Articles of Association of the Company, Mrs. Viidyaa Moravekar, Mr. Dnyanaraj Moravekar and Mr. Rajendra Gawde, Directors would retire by rotation at the forthcoming Annual General Meeting. All of them, being eligible, seeks re-appointment.

STATUTORY AUDITORS

The Auditors, M/s. H. H. Topiwala & Co., Chartered Accountants, Firm''s Registration No. 111022W, Mumbai, who hold office up to the conclusion of the forthcoming Annual General Meeting, have confirmed their eligibility and willingness to accept the office, if re-appointed.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was due and hence no outstanding as on the date of the Balance Sheet.

PARTICULARS OF EMPLOYEES

Your Company has not employed any person whose remuneration is equal to or above the monetary limits as prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the representations received from the Management, the Board of Directors hereby confirms that:

i. in the preparation of the Annual Accounts for the year 2012-2013, the applicable Accounting Standards have been followed and there are no material departures;

ii. it has in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

iii. It has 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 to the best of its knowledge and ability. There are, however, inherent limitations which should be recognized while relying on any system of internal controls and records.

iv. It has prepared the annual accounts on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is furnished hereunder :

a. Conservation of Energy

Energy conservation is a continuous process being followed by your Company. Adequate measures have been taken to conserve energy and power consumption and usage is closely monitored on daily basis resulting in optimum utilization of energy. For this purpose the Company has initiated energy audit for all its properties. In the recent past your Company has replaced all guest room /unit light with LED light fittings. The Company has installed VRV (Variable Refrigeration Volume) centralized AC system and also started installation of Inverter technology AC units, where the Company can save at least 30 per cent energy. Recently the Company has also installed Solar Hot Water system and initiated Solar Street lighting. Equipment preventive maintenance schedule is strictly followed at all properties to increase equipment efficiency and save energy cost.

b. Technology Absorption

The activity of the Company is not covered under the list of specified industries in the Schedule to the Rules as stated above as the Information Technology Industry and Hotel Industry forms part of the service industry and the Company does not have any manufacturing operations.

c. Foreign Exchange Earnings and Outgo

The details on foreign exchange earnings and outgo are furnished in the Notes on Accounts (Refer Note nos. 33 and 34).

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance forms part of the Annual Report. A certificate from the Auditors of the Company attached to this Report confirms the compliance with the conditions of Corporate Governance by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management discussion and analysis of the financial conditions and the results of operations of the Company for the year under review is annexed to and forms part of the Annual Report.

SUBSIDIARY COMPANIES

As on 31st March, 2013 the Company has a total of Fourteen subsidiaries - Four Indian subsidiaries and Ten Foreign subsidiaries. The list of these subsidiary companies is provided as per Annexure "A" to this report.

In terms of Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and the Statement of Profit and Loss of its subsidiaries to its Annual Report. However, the Ministry of Corporate Affairs (MCA), Government of India vide its General Circular No. 2/2011 dated 8th February, 2011 has provided a general exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report.

The Board of Directors at their meeting held on 17th May, 2013 has decided to comply with the provisions of the aforesaid circular and accordingly, this Annual Report does not contain the financial statements of the subsidiaries. In terms of the said circular of the MCA, a summary of financial information of each of the subsidiary companies for the financial year ended 31st March, 2013 is provided in the Annual Report. The Company will make available the annual audited accounts and related information of the subsidiaries upon request by any member of the Company. These documents will be available for inspection during business hours at the registered office of the Company and of its subsidiaries. The same will also be available on the Company''s website www.panoramicuniversal.com.

ACKNOWLEDGMENTS

We sincerely thank all our investors, customers, suppliers, bankers, business partners/associates, financial institutions and government authorities for their continued co-operation, trust, support and guidance. We also take this opportunity to express our heartfelt appreciation for the contribution, hard work, dedication and commitment of all our employees who have been one of the major driving factors for the Company''s growth and progress.

By Order and on behalf of the Board

Sudhir Moravekar

Chairman

Mumbai, May 17, 2013

Registered Office:

Aman Chambers,

4th floor, Opp.

New Passport Office,

Veer Savarkar Road,

Prabhadevi, Mumbai - 400 025


Mar 31, 2012

The Directors are pleased to present the Twenty First Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2012 is summarized below:

(Rs. in Lacs)

Particulars 2011-12 2010-11

Total Revenue 4,815.63 7,222.19

Profit Before Depreciation, 3,043.80 2,591.04 Interest & Taxes

Less: Depreciation 197.95 154.28

Less: Interest 19.78 39.48

Profit Before Tax 2,826.07 2,397.28

Less: Provision for Current Tax 837.92 485.11

Less: Provision for Deferred Tax 104.38 80. 61

Profit After Tax 1,883.77 1,831.56

Adjustment for earlier year tax (net) (1.92) 849.29

Profit brought forward from last year 5,906.25 5,783.98

Amount available for appropriation 7,788.10 8,464.83

Appropriations

General Reserve 188.38 1,700.00

Proposed Dividend on Equity Shares 388.73 388.73

Proposed dividend on Redeemable Preference Shares 350.00 350.00

Tax on Dividend 119.84 119.84

Balance Carried to Balance Sheet 6,741.15 5,906.26

OPERATIONS / PERFORMANCE

The Company has earned total revenue of Rs. 4815.63 lacs compared to Rs. 7,222.19 lacs in the previous year. The Net Profit after Tax is Rs. 1883.77 lacs as compared to Rs. 1,831.56 lacs in the previous year.

A comparative study reveals that on stand-alone basis, the share of income from IT segment is Rs. 2885.31 lacs as compared to Rs. 6,099.60 lacs in the previous year. The share of income from hospitality segment is Rs. 1930.32 lacs as compared to Rs. 1122.59 lacs in the previous year.

In the month of May' 2012 Panoramic Ace Properties Inc. a USA Subsidiary of the company dismantled the Present Hotel Property Structure of its hotel "United Inn" with a view to construct a new hotel in its place.

The Company has envisaged hotel projects at various locations across India as well as abroad. The said projects will add to the total hotel room capacity, substantially adding to the hospitality income in the years to come.

HIGHLIGHTS OF THE YEAR

Your Company has been aggressively pursuing its growth plans primarily through expansion in the Hospitality Sector.

Your Company has already initiated positive steps in this direction and as on the date of this Report has incorporated a Company in Thailand namely Seaview Homes Co., Ltd for purchase of Condominium Units in Thailand. The aforesaid Thailand Company has acquired / in the process of acquiring Condominium Units in Thailand at various locations.

Your Company has also formed a Wholly-owned Subsidiary of the Company in Namibia and is exploring possibilities of expanding its operations through the aforesaid subsidiary Company.

DIVIDEND

Cumulative Non-convertible Redeemable Preference Shares

The Cumulative Non-convertible Redeemable Preference Shares allotted in the year 2008 are entitled to a fixed cumulative dividend of 7% per share. Accordingly, the Directors have recommended, for the approval of members, a dividend of 35 Paisa per share involving a cash outflow of Rs. 3,50,00,000/- for the year excluding dividend distribution tax.

Equity Shares

Considering the performance of the Company and the widened equity base post bonus issue, the Directors are pleased to recommend for the approval of members a dividend of 10 % i.e. 50 Paisa per equity share (previous year 50 Paisa per equity share). The dividend if approved by the members would involve a cash outflow of Rs. 388.73 Lacs for the year excluding dividend distribution tax.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the unpaid / unclaimed dividend of Rs.51,299/- pertaining to financial year 2003-04 was transferred to the Investor Education and Protection Fund, as required by the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.

TRANSFER TO RESERVES

We propose to transfer an amount of Rs. 188.38 lacs to the General Reserve.

DIRECTORS

During the year, Mrs. Viidyaa Moravekar's term of office as Managing Director and Mr. Arun Tari's term of office as Whole time Director expired on 30th November 2011. However, Mrs. Moravekar still continues as a Non-Executive Director of the Company liable to retire by rotation and Mr. Tari has been appointed as Managing Director of the Company for a period of 5 years w.e.f. 1st December, 2011 as approved by shareholders at the Annual General Meeting of the Company held on 28th September, 2011.

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sudhir Moravekar, Chairman, Mr. Mehul Parekh and Mr. Siddhartha Moravekar, Directors would retire by rotation at the forthcoming Annual General Meeting. All of them, being eligible, seek re-appointment.

STATUTORY AUDITORS

The Auditors, M/s. H. H. Topiwala & Co., Chartered Accountants (Firm Registration No. 111022W), Mumbai, who hold office up to the conclusion of the forthcoming Annual General Meeting, have confirmed eligibility and willingness to accept office, if re-appointed.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

PARTICULARS OF EMPLOYEES

Your Company has not employed any person whose remuneration is equal to or above the monetary limits as prescribed under u/s. 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the representations received from the Management, the Board of Directors hereby confirms that:

i. in the preparation of the Annual Accounts for the year 2011-2012, the applicable Accounting Standards have been followed and there are no material departures;

ii. it has in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the profit of the Company for the year ended on that date;

iii. it has 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 to the best of its knowledge and ability. There are, however, inherent limitations which should be recognized while relying on any system of internal controls and records.

iv. It has prepared the annual accounts on a going concern basis.

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

The information required u/s. 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is furnished hereunder :

a. Conservation of Energy:

Energy conservation is a continuous process being followed by the Company. Adequate measures have been taken to conserve energy and power consumption and running are closely monitored on day to day basis resulting in optimum utilization of energy. For this purpose the Company has initiated energy audit for all major properties of the Company.

Replacement of existing lamps fixtures with LED lighting fixtures which is a major energy saving means is on the Company's main Agenda. As far as possible, provisioning of VRF/VRV centralized air-conditioning system in place of HVAC system has been initiated. HVAC system is considered main electricity consumer of any of the properties. Capacitors have been installed at all the properties and offices to save electricity losses and get incentives. Strict compliance and monitoring of equipment preventive maintenance schedule to increase equipment efficiency and save energy.

b. Technology Absorption:

The activity of the Company is not covered under the list of specified industries in the Schedule to the aforesaid Rules as stated above as the Information Technology Industry and Hotel Industry forms part of the service industry and the Company does not have any manufacturing operations.

c. Foreign Exchange Earnings and Outgo:

The details on foreign exchange earnings and outgo are furnished in the Notes on Accounts (Refer Notes No.33 and 34 which are forming part of the Financial Statements).

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance forms part of the Annual Report. A certificate from the Auditors of the Company attached to this Report confirms the compliance with the conditions of Corporate Governance by the Company.

GREEN INITIATIVE

During the previous fiscal, your Company actively participated in the 'Go Green Initiative' taken by the Ministry of corporate Affairs (MCA) vide Circular No. 17/ 2011 dated 21 /04/2011 and Circular No. 18/2011 dated 29/04/2011 to enable electronic delivery of Notices / documents and Annual Report to the shareholders and accordingly effected electronic delivery of Notice of Annual General Meeting (AGM) and Annual Report for the year ended 31/03/2011 to those shareholders whose email addresses were registered with the respective Depository Participants (DPs) and downloaded from the Depositories viz. National Securities Depository Limited (NSDL)/ Central Depository Services Limited (CDSL). SEBI has also in line with the MCA Circulars and Clause 32 of the Listing Agreement, permitted Listed companies to supply soft copies of the full Annual Reports to all those shareholders who have registered their email addresses for the purpose.

We are thankful to the shareholders for actively participating in the Green Initiative and seek your continued support for implementation of the green initiative

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management discussion and analysis of the financial conditions and the results of operations of the Company for the year under review is annexed to this Report.

SUBSIDIARY COMPANIES

As on 31st March, 2012 the Company has a total of ten subsidiaries- Four Indian subsidiaries and Six Foreign subsidiaries. The list of these subsidiary companies is provided as Annexure "A" to this report.

In terms of Section 212 of the Companies Act, 1956, the Company is required to attach the Directors' Report, Balance Sheet and Profit and Loss Account of its subsidiaries to its Annual Report. The Ministry of Corporate Affairs (MCA), Government of India vide its General Circular No. 2/ 2011 dated 8th February, 2011 has provided a general exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report.

The Board of Directors at its meeting held on 14th May, 2012 has decided to comply with the provisions of the aforesaid circular and accordingly, this Annual Report does not contain the financial statements of the subsidiaries. In terms of the said circular of the MCA, a summary of financial information of each of the subsidiary companies for the financial year ended 31st March, 2012 is provided in the Annual Report. The Company will make available the annual audited accounts and related information of the subsidiaries upon request by any member of the Company. These documents will be available for inspection during business hours at the registered office of the Company and its subsidiaries. The same will also be available on the Company's website www.panoramicuniversal.com.

ACKNOWLEDGMENTS

We sincerely thank all our investors, customers, suppliers, bankers, business partners/ associates, financial institutions and government authorities for their continued co-operation, trust, support and guidance. We also take this opportunity to express our heartfelt appreciation for the contribution, hard work, dedication and commitment of all our employees who have been one of the major driving factors for the company's growth and progress.

By Order and on behalf of the Board

Place: Mumbai Sudhir Moravekar

Date: 25th August, 2012 Chairman

Registered Office:

Aman Chambers, 4th floor,

Opp. New Passport Office,

Veer Savarkar Road, Prabhadevi,

Mumbai -400 025


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the Twentieth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2011 is summarized below:

(Rupees in Lakhs) Particulars 2010-11 2009-10

Total Revenue 7,227.02 4,814.29

Profit Before Depreciation 2,598.43 2,557.12

Interest & Taxes

Less: Depreciation 154.28 135.13

Less: Interest 46.88 73.87

Profit Before Tax 2,397.27 2,348.12

Less: Provision for Current Tax 485.12 391.95

Less: Provision for Deferred Tax 80. 61 (178.06)

Profit After Tax 1,831.54 2,134.23

Add: Tax paid for earlier year (5.92) -

Add: Provision for tax no longer 1,412.17 - required

Add: Excess provision for 1.35 - Dividend Tax on Preference Shares for earlier years

Add: Deferred Tax Assets (558.29) 380.24 (Accumulated for earlier years)

Amount available for Appropriations 2,680.85 2514.47

Dividend on Preference Shares 350.00 350.00

Dividend on Equity Shares 388.73 323.94

Dividend Tax 119.84 114.54

Transfer to General Reserves 1,700.00 253.85

Profit after Appropriations 122.28 1472.14

Add : Balance brought forward from the previous year 5,783.97 4,311.84

Balance Carried to Balance Sheet 5,906.25 5,783.98

OPERATIONS / PERFORMANCE

The Company has earned total revenue of Rs. 7,227.02 lacs compared to Rs. 4,814.29 lacs in the previous year. The Net Profit after Tax is Rs. 1,831.54 lacs as compared to Rs. 2,134.23 lacs in the previous year.

A comparative study reveals that on stand-alone basis, the share of income from IT segment is Rs. 6,099.60 lacs as compared to Rs. 4,154.86 lacs in the previous year.

The share of income from hospitality segment is Rs. 578.64 lacs as compared to Rs. 396.59 lacs in the previous year.

The Company has envisaged hotel projects at various locations like Jaipur, Goa and Kerala and the project at Goa is in development stage. The said projects will add to the total hotel room capacity, substantially adding to the hospitality income in the years to come.

HIGHLIGHTS OF THE YEAR

Issue of Bonus Shares

During the year, the Company has issued bonus shares in the ratio of five equity shares for every one existing equity share allotted as fully paid up. The bonus shares were allotted on 23rd June, 2010 to the members holding shares as on 22nd June 2010, being the record date by utilizing the General Reserves of the Company pursuant to the approval of the members of the Company through Postal Ballot on 10th June, 2010. After the allotment of bonus shares, the paid-up equity share capital of the Company has increased to Rs. 38,87,25,000/- as at 31st March 2011 (Rs. 6,47,87,500/- in the previous year).

Exit from Software Technology Park (STP) Scheme

The Company had a STPI unit at Navi Mumbai which was registered as a 100% Export Oriented Unit (EOU) entitled for a tax holiday under Section 10A of the Income Tax Act, 1961. However, the registered STPI unit of the Company had completed 10 years tax holiday period and is no more eligible for further tax holiday.

In view of the same the Company had made an application for exit of its registered STPI unit under STP Scheme with Software Technology Park of India (STPI) and for closing down its bonded warehouse which has duly been approved.

100% stake in Sri Vatsa Hotels Ltd., a subsidiary of the Company

The Company has acquired the balance 49% stake in Sri Vatsa Hotels Limited (SVHL) by paying Rs. 9,49,00,000/- to the shareholders of SVHL in accordance with the terms and conditions of Share Purchase and Escrow Agreements entered by the Company. Subsequent to the said acquisition, the Company now holds 100% in the equity shares of Sri Vatsa Hotels Ltd.

Sri Vatsa Hotels Ltd. owns a semi-finished structure to be converted into a 4-star hotel with 85 rooms capacity. It is located in the heart of the city at Secunderabad. Keeping in mind the palate of the local population, Sri Vatsa Hotels Ltd. plans to host two restaurants and a bar with a theme concept at the hotel premises. The construction at the aforesaid site is progressing as per schedule and will go operational very soon.

DIVIDEND

Cumulative Non-convertible Redeemable Preference Shares

The Cumulative Non-convertible Redeemable Preference Shares allotted in the year 2008 are entitled to a fixed cumulative dividend of 7% per share. Accordingly, the Directors have recommended, for the approval of members, a dividend of 35 Paisa per share involving a cash outflow of Rs. 3,50,00,000/- for the year excluding dividend tax.

Equity Shares

Considering the performance of the Company and the widened equity base post bonus issue, the Directors are pleased to recommend for the approval of members a dividend of 10 % i.e. 50 Paisa per equity share (previous year Rs. 2.50/- per equity share). The dividend if approved by the members would involve a cash outflow of Rs. 388.73 Lacs for the year (previous year Rs. 323.94 lacs) excluding dividend tax.

Transfer of amounts to Investor Education and Protection Fund

During the year, the unpaid / unclaimed dividend of Rs. 5,73,305/- pertaining to financial year 2002-03 was transferred to the Investor Education and Protection Fund, as required by the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.

TRANSFER TO RESERVES

The Directors propose to transfer an amount of Rs. 17,00,00,000 /- to General Reserve.

DIRECTORS

Mr. Abeezar Faizullabhoy, Ms. Hemalata Sawant and Mr. Vilas Mitbawkar, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Ms. Viidyaa Moravekar was appointed as Managing Director of the company since 29th December 2004 and now her latest term of office ends on 30th November 2011. However, due to her pre-occupation she is unable to look into the day to day affairs of the Company and hence expressed her intention not to seek re-appointment as Managing Director of the Company. She will continue as a Non-Executive Director of the Company and will be liable to retire by rotation.

Mr. Arun Tari was appointed as Whole Time Director for a period of five years commencing 1st December 2006 and holds office upto 30th November 2011. The Board of Directors at its meeting held on 25th August 2011 have proposed to appoint Mr. Arun Tari and re-designate him as Managing Director of the Company with effect from 1st December 2011 for a period of five years, subject to the approval of members.

STATUTORY AUDITORS

The Auditors, M/s. H. H. Topiwala & Co., Chartered Accountants (Firm Registration No. 111022W), Mumbai, who hold office upto the conclusion of the forthcoming Annual General Meeting, are eligible and have confirmed their willingness for re-appointment.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

PARTICULARS OF EMPLOYEES

Information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is provided in the Corporate Governance Report forming part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the representations received from the Management, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts for the year 2010-2011, the applicable Accounting Standards have been followed and there are no material departures;

ii. it has in the selection of the accounting policies, consulted the Statutory Auditors and has applied

them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of the profit of the Company for the year ended on that date;

iii. it has 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 to the best of its knowledge and ability. There are, however, inherent limitations which should be recognised while relying on any system of internal controls and records.

iv. It has prepared the annual accounts on a going concern basis.

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

The information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is furnished hereunder :

a. Conservation of Energy:

Energy conservation is a continuous process being followed by the Company. Adequate measures have been taken to conserve energy and power consumption and running are closely monitored on day to day basis resulting in optimum utilization of energy. For this purpose the Company has initiated energy audit for all major properties of the Company. Replacement of existing lamps fixtures with LED lighting fixtures which is a major energy saving means is on the Company's main Agenda. As far as possible, provisioning of VRF/VRV centralized air- conditioning system in place of HVAC system has been initiated. HVAC system is considered main electricity consumer of any of the properties.

b. Technology Absorption:

The activity of the Company is not covered under the list of specified industries in the Schedule to the aforesaid Rules as stated above as the Information Technology Industry and Hotel

Industry forms part of the service industry and the Company does not have any manufacturing operations.

c. Foreign Exchange Earnings and Outgo:

The details on foreign exchange earnings and outgo are furnished in the Notes on Accounts (Refer note no. 17 of Schedule 23).

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance forms part of the Annual Report. A certificate from the Auditors of the Company attached to this Report confirms the compliance with the conditions of Corporate Governance by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management discussion and analysis of the financial conditions and the results of operations of the Company for the year under review is annexed to this Report.

SUBSIDIARIES

As on 31st March, 2011 the Company has a total of ten subsidiaries- Four Indian subsidiaries and Six Foreign subsidiaries. The list of these subsidiary companies is provided as Annexure "A" to this report

In terms of Section 212 of the Companies Act, 1956, the Company is required to attach the Directors' Report, Balance Sheet and Profit and Loss Account of its subsidiaries to its Annual Report. The Ministry of Corporate Affairs (MCA), Government of India vide its circular no.2/ 2011 dated 8th February, 2011 has provided a general exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report.

The Board of Directors at their meeting held on 25th August 2011 have decided to comply with the provisions of the aforesaid circular and accordingly, this Annual Report does not contain the financial statements of the subsidiaries. In terms of the said circular of the MCA, a summary of financial information of each of the subsidiary companies for the financial year ended 31st March, 2011 is provided in the Annual Report. The Company will make available the annual audited accounts and related information of the subsidiaries upon request by any member of the Company. These documents will be available for inspection during business hours at the registered office of the Company and its subsidiaries. The same will also be available on the Company's website www.panoramicuniversal.com.

ACKNOWLEDGMENTS

The Directors take this opportunity to thank the investors, customers, suppliers, bankers, business partners/ associates, financial institutions and government authorities for their consistent support and encouragement to the Company. The Directors place on record sincere appreciation of the contribution, hard work and commitment made by the employees at all levels.

By Order and on behalf of the Board

Sudhir Moravekar Chairman

Place : Mumbai Date : 25th August, 2011

Registered Office: Aman Chambers, 4th floor, Opp. New Passport Office, Veer Savarkar Road, Prabhadevi, Mumbai -400 025

 
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