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