Mar 31, 2016
Dear Shareholders,
The Directors are pleased to present the Twenty Fifth Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2016.
1) FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS AND STATE OF AFFAIRS
The standalone performance of the Company for the financial year ended 31st March, 2016 is summarized as below:
(Rs, in Lakhs)
Particulars |
2015-16 2014-15 |
|
Turnover |
3242.82 |
5744.38 |
Other Income |
1904.61 |
224.22 |
Total Revenue |
5147.43 |
5968.60 |
Profit Before Depreciation, Interest & Taxes |
2955.12 |
3575.06 |
Less: Depreciation |
517.99 |
607.82 |
Less: Interest |
755.74 |
42.95 |
Profit Before Tax |
1681.39 |
2924.29 |
Less: Provision for Tax |
387.35 |
978.44 |
Profit After Tax |
1294.04 |
1945.85 |
Profit brought forward from last year |
9089.15 |
8411.08 |
Amount available for appropriation |
10383.19 |
10356.93 |
Appropriations |
||
General Reserve |
- |
194.58 |
Proposed Dividend on Equity Shares |
- |
388.73 |
Proposed Dividend on Redeemable Preference Shares |
- |
350.00 |
Tax on Dividend |
- |
150.39 |
Adjustment for earlier year for tax (net) |
0.03 |
184.08 |
Balance Carried to Balance sheet |
10383.16 |
9089.15 |
Basic EPS (K) |
1.66 |
1.96 |
Review of results and Company''s affairs
The Company operates into two segments i.e. Hospitality and IT. The Company''s total revenue from Hospitality and other ancillary business activities has risen to '' 3,029 Lakhs from Rs, 2,525 Lakhs in previous year i.e growth of 20% on a standalone basis. The revenue from above segment has risen to Rs, 12,356 Lakhs from Rs, 10,406 Lakhs in previous year i.e growth of 19% on a consolidated basis.
As far as IT segment is concerned, the revenue from IT business has decreased from Rs, 3219.84 Lakhs to Rs, 213.34 Lakhs vis-a-vis previous year. The revenue from above segment has decreased to Rs, 213.34 Lakhs from Rs, 4476.24 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
In view of conservation of resources, the Board of the Company this year has decided not to declare preference as well as equity dividend. Trust, our shareholders will stand by us in this decision which is for the betterment of the Company in the long run.
4) TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve, due to decrease in profit during the year.
5) BOARD MEETINGS
The Board of Directors met 6 times during the year on 20th May, 2015, 7th July 2015, 13th August, 2015, 29th September, 2015, 6th November, 2015 and 9th February, 2016. The numbers of Board Meetings held during the year 2015-16 were in compliance with the provisions of Companies Act, 2013 and Listing Agreement and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
6) DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Appointment of Key Managerial Personnel (KMP)
Mr.Ramachandran Ramakrishnan (DIN: 03510460) was appointed as Chief Financial Officer w.e.f. 29th September, 2015 to 9th February, 2016.
Further he was appointed as Additional Director and elevated to Managing Director w.e.f. 10th February, 2016 for a term of 5 years and is not liable to retire by rotation.
Mr. Pravin Chavan was appointed as Chief Financial Officer w.e.f. 10th February 2016 and designated as whole-time Key Managerial Person of the Company.
b) Cessation
Mr. Babu Iyer (DIN: 05193585), Managing Director resigned from the Board of the Company w.e.f. the close of the Company''s business hours on 9th February, 2016 as per Section 161(1) of the Companies Act, 2013 due to medical issues. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution and services rendered by Mr. Babu Iyer during his tenure as Managing Director.
Mr. Sanjive Arora, Sr. Vice-President-Corporate Affairs & Company Secretary, of the Company who was classified also as a Key Managerial Person had resigned from his designation w.e.f. 4th May, 2016. The Board hereby places on record its appreciation for the services rendered by him during his tenure as Sr. VicePresident - Corporate Affairs and Company Secretary of the Company.
c) Retirement by rotation
In accordance with the provisions of the Companies Act, 2013, Mr. Sudhir Moravekar (DIN: 00399938) and Mr. Siddhartha Moravekar (DIN: 00022863) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers themselves for reappointment. The Board recommends their re-appointment.
d) Independent Directors
All the existing Independent Directors viz. Mr. Dilip Mulay, Mr. Abeezar Faizullabhoy, Mr. Vilas Mitbawkar, Ms. Hemlata Sawant and Mr. Rajendra Gawde have been appointed as Independent Directors by the members of the Company at the Annual General Meeting held on 27th September, 2014 for a term of 5 years in accordance with the provision of section 149 and other applicable provisions of the Companies Act, 2013 and are 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 (7) of Section 149 of the Companies Act, 2013 and under Regulation 16 (1) (b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.
f) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation (4) (2) (f) (ii) (9) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, 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 there under as may be amended from time to time, your Board has re-constituted the ''Audit Committee'' on account of resignation of Mr. Babu Iyer, Ex-Managing Director and member of Audit Committee. The Audit Committee comprised Mr. Dilip S. Mulay as the Chairman and Mr. Ramachandran Ramakrishnan, 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 there under as may be amended from time to time, the âNomination and Remuneration Committeeâ comprises of Mr. Dilip S. Mulay as the Chairman and Mr. Rajendra Gawde, Mr. Vilas Mitbawkar 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 the Company.
9) STAKEHOLDERS RELATIONSHIP COMMITTEE
Pursuant to Section 178 of the Companies Act, 2013 and the Rules made there under as may be amended from time to time, the ''Stakeholders Relationship Committee'' comprises of 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.
10) 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 are also posted on the website of the Company.
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) DIRECTORâS RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:
(a) In 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 systems 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 âAnnexure 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 / Tribunals which would impact the going concern status of the Company and its future operations.
15) STATUTORY AUDITORS AND AUDITORSâ 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 letter 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 provision 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 there under.
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 2017 and to authorize the Board to fix their remuneration for the year 2016-17.The report of Statutory Auditor forming part of this Annual Report does 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 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 âAnnexure Bâ The report of Secretarial Auditor forming part of this Annual Report do not contain any qualification, reservation or adverse remarks.
17) INTERNALAUDITOR
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
Our efforts on a regular basis reflect our commitment towards reducing consumption and cost of energy. In the recent past the Company had implemented use of energy efficient Air Conditioning (AC) system at its Panvel Resort. Further, use of LED lights has helped in saving energy consumption. 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.
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 Auditorsâ 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 and of its subsidiaries.
The brief information about the subsidiaries / associates and their financial performance is annexed herewith as âAnnexure Câ.
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 RESPONSIBILTY POLICY (CSR)
The Board has constituted âCorporate Social Responsibility (CSR) Committee in accordance with section 135 of the Companies act, 2013 and the Rules made there under. The CSR Committee comprises 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 âAnnexure-Dâ to this Report. The detailed CSR policy of the Company is available on the web link 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 âAnnexure Eâ 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 âAnnexure Fâ.
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 and SEBI (LODR) Regulations, 2015. 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 the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is also attached to the Corporate Governance Report.
30) ACKNOWLEDGEMENT
We sincerely thank all our investors, stakeholders, 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
Sudhir Moravekar
Chairman (DIN:00399938)
Mumbai, 26th May, 2016
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
Mar 31, 2010
The Directors are pleased to present the Nineteenth Annual Report of
the Company together with the Audited Accounts for the year ended 31st
March, 2010.
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March,
2010 is summarized below:
(Rupees in Lakhs)
Pariculer 2009-10 2008-2009
Total Revenue 4,814 4,541
Profit Before Depreciation, Interest
& Taxes 2,557 2,393
Less: Depreciation 135 109
Less: Interest 74 134
Profit Before Tax 2,348 2,150
Less: Current Tax 392 241
Less: Deferred Tax (178) -
Less: Fringe Benefit Tax - 5
Profit After Tax 2,134 1,904
Add: Deferred Tax Assets
(Accumulated for earlier years) 380 -
Amount available for Appropriations 2,514 1,904
Dividend on Preference Shares 350 350
Dividend on Equity Shares 324 324
Dividend Tax 115 115
Transfer to General Reserves 254 150
Profit After Appropriations 1,471 965
Balance Brought forward from
previous year 4,311 3,346
Add: Profit After Appropriations 1,471 965
Balance Carried to Balance Sheet 5,782 4,311
OPERATIONS / PERFORMANCE
Your Company has earned total revenue of Rs. 48.14 Crores, as against
the previous years revenue of Rs. 45.41 Crores. The Net Profit after
Tax is Rs. 21.34 crores as compared to Rs. 19.04 Crores, in the
previous year.
Inspite of the general economic recession prevailed over major period
of the financial year and substantial decrease in overseas tourist
inflow to the country, as an after effect of terror attack in Mumbai
and overall decrease in spending on business and domestic travel the
company has still managed to show an improvement in its profit.
However the scenario now has improved significantly. The global
economy, which was stunted by the impact of unprecedented ÃGlobal
Meltdown of 2008-09 witnessed gradual recovery through the last year,
supported largely by extraordinary policy intervention by the
Governments across the Globe. The pace of recovery, however, remained
uneven across countries, with slow growth by advanced economies and
faster growth, by emerging and developing economies.
In contrast to advanced economies, Indian Economy saw a comparatively
stronger and faster recovery during the year 2009-10. Inspite of
deficient rainfall and marginal growth in Agricultural output, the GDP
registered a growth rate of 7.4% during 2009-10 as against 6.7% growth
rate for 2008-09. The strong rebound in Industrial output with 10.4%
growth rate and resilience shown by the service sector with 8.3% growth
rate, have contributed considerably to recovery in GDP growth.
The outlook for Indian economy for the 2010-11 appears encouraging,
with growth rate projected at over 8 percent, assuming a normal monsoon
and higher Agricultural output. The continued buoyancy in Industrial
output and Exports will help boost the growth momentum of the economy.
However, any adverse global development may dampen the growth
prospects.
HIGHLIGHTS OF THE YEAR
Acquisition of further stake in Sri Vatsa Hotels Limited, a subsidiary
of the Company:
The Company has further acquired 36.75% of stake in Sri Vatsa Hotels
Limited (SVHL) by paying Rs. 7,01,86,980 in accordance with the terms
and conditions of Share Purchase and Escrow Agreements entered into by
the Company with the shareholders of Sri Vatsa Hotels Ltd. Subsequent
to the said acquisition the company is holding in Sri Vatsa Hotels ltd.
has now gone up to 87.75%. The SVHL owns a multi-storied structure on
an undivided piece of land to be constructed into 85 rooms 4 star hotel
which is conveniently located near Secunderabad railway station. The
proposed hotel will also have suites and all basic facilities like
Multicuisine Restaurant, Bar, Banquet Hall and Conference Hall. The
construction at the SVHL site is in full swing and the proposed 4 star
hotel is expected to become operational very soon.
IT Unit at Mahape, Navi Mumbai
During the year, the Company has started operations of its
Information Technology (IT) unit at Mahape, Navi Mumbai.
DIVIDEND
Cumulative Non-convertible Redeemable Preference
Shares
The Board has recommended a dividend of 35 Paisa (7%) per
Cumulative Non-convertible Redeemable Preference Share
involving a cash outflow of Rs. 3,50,00,000/- for the year. (excluding
dividend tax)
Equity Shares
The Board during the year paid an interim dividend of Rs. 2.50/- (50%)
per equity share involving a cash outflow of Rs. 3,23,94,367/-
(excluding dividend tax). The Board has further recommend that the
interim dividend of Rs. 2.50/- per equity share be considered as the
Final dividend to be appropriated from the profits for the financial
year 2009-2010 subject to approval by the members of the Company at the
annual general meeting.
During the year 2009-10, unclaimed dividend of Rs. 42,795/- pertaining
to financial year 2001-02 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 Board of Directors proposed to transfer an amount of
Rs. 2,53,85,204/- to General Reserves.
ISSUE OF BONUS SHARES
Your Board of Directors approved issue of Bonus Shares in the ratio of
five equity shares for every one existing equity share outstanding as
on the record date. Issue of Bonus Shares has also been approved by the
shareholders of the Company through Postal Ballot on June 10, 2010.
Subsequent to this approval, the record date to determine the eligible
shareholders who were entitled to receive the Bonus Shares was fixed as
June 22, 2010. After the allotment of bonus shares the paid up equity
share capital of the Company has increased to Rs. 38,87,25,000/- (Rs.
6,47,87,500/-)
DIRECTORS
Mr. Siddhartha Moravekar and Mr. Mehul Parekh are Directors who retire
by rotation and being eligible have offered themselves for
re-appointment.
Your Board recommends the above re-appointment of Directors in the best
interest of the Company.
Mr. Dnyanaraj Moravekar was appointed as an Additional Director of the
Company with effect from October 30, 2009 in accordance with Section
260 of the Companies Act, 1956. Mr. Dnyanaraj Moravekar would hold
office till the conclusion of the Annual General Meeting of the Company
scheduled to be held on September 28, 2010. The requisite notices
together with necessary deposits have been received from a member
pursuant to Section 257 of the Companies Act, 1956, proposing the
election of Mr. Dnyanaraj Moravekar as a Director of the Company.
Mr. Rajendra Gawde was appointed as an Additional Director of the
Company in accordance with Section 260 of the Companies Act, 1956 by
the Board of Directors with effect from October 30, 2009. The
Additional Director would hold office till the date of the Annual
General Meeting of the Company scheduled to be held on September 28,
2010. The requisite notices together with necessary deposit have been
received from a member pursuant to Section 257 of the Companies Act,
1956 proposing the election of Mr. Rajendra Gawde.
STATUTORY AUDITORS
M/s. H. H. Topiwala & Co., Chartered Accountants (Firm Registration No.
111022W), Mumbai, who are the Statutory Auditors of the Company, hold
office, in accordance with the provisions of the Act upto the
conclusion of the forthcoming Annual General Meeting and are eligible
for re-appointment.
FIXED 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 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, are given in an Annexure "A" forming part of this report.
DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the provisions of
Section 217(2AA) of the Companies Act, 1956, the Board of Directors,
based on the representations received from the Management, hereby
confirms that:
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed and that 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
judgements 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 that period.
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 control and records.
iv. It has prepared the annual accounts on a going concern basis.
ENERGY CONSERVATION, TECHNOLOGY TRANSFER 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:
The Company continued the energy conservation efforts during the year.
It has closely monitored power consumption and running hours on day to
day basis thus resulting in optimum utilization of energy. The hotel is
fitted with energy saving devices to conserve energy in the long run.
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.
c. The details on foreign exchange earnings and outgo are furnished in
Notes on Accounts (Refer note no. 17 of Schedule 22).
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.
The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on the Management discussion and analysis of the
financial condition and the results of operations of the Company for
the year under review is annexed to this report as required under
Clause 49 of the listing agreement with the Stock Exchanges.
SUBSIDIARIES
As on March 31, 2010, your company has a total of 10 subsidiary
companies. The list of these subsidiary companies is provided as
Annexure ÃBÃ to this report.
In terms of Section 212 of the Companies Act, 1956, the Company is
required to attach the Directors Report, Balance Sheets, Profit and
Loss Account of its subsidiary companies to its Annual Report. The
Ministry of Corporate Affairs (MCA), Government of India, New Delhi
vide its orders No. 47/251/ 2010-CL-III dated 9th April, 2010 has
granted exemption to your company for not attaching the above documents
of subsidiaries with Annual Report of the Company for the financial
year 2009-10.
Accordingly, this annual report does not contain the reports and other
statements of the subsidiary companies. The company will make available
the annual audited accounts and related detailed information of the
subsidiary companies upon request by any member of the Company. The
financial results of the subsidiaries of the Company are available on
the Companys website www.panoramicuniversal.com. These documents will
also be available for inspection during business hours at the
registered office of the company and also at the registered offices of
the subsidiary companies.
In terms of the said orders of the MCA, a summary of financial
information of each of the subsidiary companies is provided as Annexure
"B" to this report.
OTHER DISCLOSURES
The Company has also received from Central Government, an exemption
vide its order No. 46/166/2010-CL-lll dated August 05, 2010 in respect
of disclosure of quantitative details as per para 3(ii)(d) of Part-II,
Schedule - VI to the Companies Act, 1956 as amended vide Notification
No. GSR 494(E), dated 30th October, 1973 in respect of financial year
ending on 31.03.2010, 31.03.2011 and 31.3.2012.
ACKNOWLEDGMENTS
Your Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners/associates,
financial institutions for their consistent support and encouragement
to the Company. Last but not the least, I on behalf of the board of
directors convey our sincere appreciation to all employees of the
Company for their continued hard work and commitment.
By Order and on behalf of the Board
Sd/-
Sudhir Moravekar
Chairman
Place: Mumbai
Date: 25th August, 2010
Registered Office:
Aman Chambers, 4th floor,
Opp. New Passport Office,
Veer Savarkar Road,
Prabhadevi, Mumbai -400 025