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Panoramic Universal Ltd. is not traded on BSE in the last 5 days

DIRECTOR'S REPORT

Dear Shareholders,

Your 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.

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 ixed 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 proit 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 re­appointment. 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, 201 4 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 up to 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 suficient 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 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 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 qualiication, 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 eficacy 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 ittings and the old Air Conditioning (AC) Systems with energy eficient AC Systems. The Company had made an approximate investment of f 5,00,000/– and f10,00,000/– 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 inancial 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 inancial 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 Mumbai, 20th May, 2015

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 conirming 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

Managing Director(DIN: 05193585)

Hemlata Sawant

Director  (DIN: 00177642)

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