Dear Shareholders,
The Directors are pleased to present the Twentieth Annual Report of
the Company together with the Audited Accounts for the year ended 31st
March, 2011.
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March,
2011 is summarized below:
(Rupees in Lakhs)
Particulars 2010-11 2009-10
Total Revenue 7,227.02 4,814.29
Profit Before Depreciation 2,598.43 2,557.12
Interest & Taxes
Less: Depreciation 154.28 135.13
Less: Interest 46.88 73.87
Profit Before Tax 2,397.27 2,348.12
Less: Provision for Current Tax 485.12 391.95
Less: Provision for Deferred Tax 80. 61 (178.06)
Profit After Tax 1,831.54 2,134.23
Add: Tax paid for earlier year (5.92) -
Add: Provision for tax no longer 1,412.17 -
required
Add: Excess provision for 1.35 -
Dividend Tax on Preference
Shares for earlier years
Add: Deferred Tax Assets (558.29) 380.24
(Accumulated for earlier years)
Amount available for
Appropriations 2,680.85 2514.47
Dividend on Preference Shares 350.00 350.00
Dividend on Equity Shares 388.73 323.94
Dividend Tax 119.84 114.54
Transfer to General Reserves 1,700.00 253.85
Profit after Appropriations 122.28 1472.14
Add : Balance brought forward
from the previous year 5,783.97 4,311.84
Balance Carried to Balance Sheet 5,906.25 5,783.98
OPERATIONS / PERFORMANCE
The Company has earned total revenue of Rs. 7,227.02 lacs compared to
Rs. 4,814.29 lacs in the previous year. The Net Profit after Tax is
Rs. 1,831.54 lacs as compared to Rs. 2,134.23 lacs in the previous
year.
A comparative study reveals that on stand-alone basis, the share of
income from IT segment is Rs. 6,099.60 lacs as compared to Rs. 4,154.86
lacs in the previous year.
The share of income from hospitality segment is Rs. 578.64 lacs as
compared to Rs. 396.59 lacs in the previous year.
The Company has envisaged hotel projects at various locations like
Jaipur, Goa and Kerala and the project at Goa is in development stage.
The said projects will add to the total hotel room capacity,
substantially adding to the hospitality income in the years to come.
HIGHLIGHTS OF THE YEAR
Issue of Bonus Shares
During the year, the Company has issued bonus shares in the ratio of
five equity shares for every one existing equity share allotted as
fully paid up. The bonus shares were allotted on 23rd June, 2010 to the
members holding shares as on 22nd June 2010, being the record date by
utilizing the General Reserves of the Company pursuant to the approval
of the members of the Company through Postal Ballot on 10th June, 2010.
After the allotment of bonus shares, the paid-up equity share capital
of the Company has increased to Rs. 38,87,25,000/- as at 31st March
2011 (Rs. 6,47,87,500/- in the previous year).
Exit from Software Technology Park (STP) Scheme
The Company had a STPI unit at Navi Mumbai which was registered as a
100% Export Oriented Unit (EOU) entitled for a tax holiday under
Section 10A of the Income Tax Act, 1961. However, the registered STPI
unit of the Company had completed 10 years tax holiday period and is no
more eligible for further tax holiday.
In view of the same the Company had made an application for exit of its
registered STPI unit under STP Scheme with Software Technology Park of
India (STPI) and for closing down its bonded warehouse which has duly
been approved.
100% stake in Sri Vatsa Hotels Ltd., a subsidiary of the Company
The Company has acquired the balance 49% stake in Sri Vatsa Hotels
Limited (SVHL) by paying Rs. 9,49,00,000/- to the shareholders of SVHL
in accordance with the terms and conditions of Share Purchase and
Escrow Agreements entered by the Company. Subsequent to the said
acquisition, the Company now holds 100% in the equity shares of Sri
Vatsa Hotels Ltd.
Sri Vatsa Hotels Ltd. owns a semi-finished structure to be converted
into a 4-star hotel with 85 rooms capacity. It is located in the heart
of the city at Secunderabad. Keeping in mind the palate of the local
population, Sri Vatsa Hotels Ltd. plans to host two restaurants and a
bar with a theme concept at the hotel premises. The construction at the
aforesaid site is progressing as per schedule and will go operational
very soon.
DIVIDEND
Cumulative Non-convertible Redeemable Preference Shares
The Cumulative Non-convertible Redeemable Preference Shares allotted in
the year 2008 are entitled to a fixed cumulative dividend of 7% per
share. Accordingly, the Directors have recommended, for the approval of
members, a dividend of 35 Paisa per share involving a cash outflow of
Rs. 3,50,00,000/- for the year excluding dividend tax.
Equity Shares
Considering the performance of the Company and the widened equity base
post bonus issue, the Directors are pleased to recommend for the
approval of members a dividend of 10 % i.e. 50 Paisa per equity share
(previous year Rs. 2.50/- per equity share). The dividend if approved
by the members would involve a cash outflow of Rs. 388.73 Lacs for the
year (previous year Rs. 323.94 lacs) excluding dividend tax.
Transfer of amounts to Investor Education and Protection Fund
During the year, the unpaid / unclaimed dividend of Rs. 5,73,305/-
pertaining to financial year 2002-03 was transferred to the Investor
Education and Protection Fund, as required by the Investor Education
and Protection Fund (Awareness and Protection of Investors) Rules,
2001.
TRANSFER TO RESERVES
The Directors propose to transfer an amount of Rs. 17,00,00,000 /- to
General Reserve.
DIRECTORS
Mr. Abeezar Faizullabhoy, Ms. Hemalata Sawant and Mr. Vilas Mitbawkar,
Directors retire by rotation at the forthcoming Annual General Meeting
and being eligible offer themselves for re-appointment.
Ms. Viidyaa Moravekar was appointed as Managing Director of the company
since 29th December 2004 and now her latest term of office ends on 30th
November 2011. However, due to her pre-occupation she is unable to
look into the day to day affairs of the Company and hence expressed her
intention not to seek re-appointment as Managing Director of the
Company. She will continue as a Non-Executive Director of the Company
and will be liable to retire by rotation.
Mr. Arun Tari was appointed as Whole Time Director for a period of five
years commencing 1st December 2006 and holds office upto 30th November
2011. The Board of Directors at its meeting held on 25th August 2011
have proposed to appoint Mr. Arun Tari and re-designate him as Managing
Director of the Company with effect from 1st December 2011 for a period
of five years, subject to the approval of members.
STATUTORY AUDITORS
The Auditors, M/s. H. H. Topiwala & Co., Chartered Accountants (Firm
Registration No. 111022W), Mumbai, who hold office upto the conclusion
of the forthcoming Annual General Meeting, are eligible and have
confirmed their willingness for re-appointment.
PUBLIC DEPOSITS
The Company has not accepted any public deposits and, as such, no
amount on account of principal or interest on public deposits was
outstanding as on the date of the Balance Sheet.
PARTICULARS OF EMPLOYEES
Information as required under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, is provided in the Corporate Governance Report forming part of
this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 and based on the representations received from the Management, the
Board of Directors hereby confirms that:
i. in the preparation of the annual accounts for the year 2010-2011,
the applicable Accounting Standards have been followed and there are no
material departures;
ii. it has in the selection of the accounting policies, consulted the
Statutory Auditors and has applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March 2011 and of the profit of the Company
for the year ended on that date;
iii. it has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities to the best of its knowledge
and ability. There are, however, inherent limitations which should be
recognised while relying on any system of internal controls and
records.
iv. It has prepared the annual accounts on a going concern basis.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Section 217(1)(e) of the Companies Act,
1956 read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 is furnished hereunder :
a. Conservation of Energy:
Energy conservation is a continuous process being followed by the
Company. Adequate measures have been taken to conserve energy and power
consumption and running are closely monitored on day to day basis
resulting in optimum utilization of energy. For this purpose the
Company has initiated energy audit for all major properties of the
Company. Replacement of existing lamps fixtures with LED lighting
fixtures which is a major energy saving means is on the Company''s main
Agenda. As far as possible, provisioning of VRF/VRV centralized air-
conditioning system in place of HVAC system has been initiated. HVAC
system is considered main electricity consumer of any of the
properties.
b. Technology Absorption:
The activity of the Company is not covered under the list of specified
industries in the Schedule to the aforesaid Rules as stated above as
the Information Technology Industry and Hotel
Industry forms part of the service industry and the Company does not
have any manufacturing operations.
c. Foreign Exchange Earnings and Outgo:
The details on foreign exchange earnings and outgo are furnished in the
Notes on Accounts (Refer note no. 17 of Schedule 23).
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI.
The report on Corporate Governance forms part of the Annual Report. A
certificate from the Auditors of the Company attached to this Report
confirms the compliance with the conditions of Corporate Governance by
the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management discussion and analysis of the
financial conditions and the results of operations of the Company for
the year under review is annexed to this Report.
SUBSIDIARIES
As on 31st March, 2011 the Company has a total of ten subsidiaries-
Four Indian subsidiaries and Six Foreign subsidiaries. The list of
these subsidiary companies is provided as Annexure A to this report
In terms of Section 212 of the Companies Act, 1956, the Company is
required to attach the Directors'' Report, Balance Sheet and Profit and
Loss Account of its subsidiaries to its Annual Report. The Ministry of
Corporate Affairs (MCA), Government of India vide its circular no.2/
2011 dated 8th February, 2011 has provided a general exemption to
companies from complying with Section 212, provided such companies
publish the audited consolidated financial statements in the Annual
Report.
The Board of Directors at their meeting held on 25th August 2011 have
decided to comply with the provisions of the aforesaid circular and
accordingly, this Annual Report does not contain the financial
statements of the subsidiaries. In terms of the said circular of the
MCA, a summary of financial information of each of the subsidiary
companies for the financial year ended 31st March, 2011 is provided
in the Annual Report. The Company will make available the annual
audited accounts and related information of the subsidiaries upon
request by any member of the Company. These documents will be available
for inspection during business hours at the registered office of the
Company and its subsidiaries. The same will also be available on the
Company''s website www.panoramicuniversal.com.
ACKNOWLEDGMENTS
The Directors take this opportunity to thank the investors, customers,
suppliers, bankers, business partners/ associates, financial
institutions and government authorities for their consistent support
and encouragement to the Company. The Directors place on record sincere
appreciation of the contribution, hard work and commitment made by the
employees at all levels.
By Order and on behalf of the Board
Sudhir Moravekar
Chairman
Place : Mumbai
Date : 25th August, 2011
Registered Office:
Aman Chambers, 4th floor,
Opp. New Passport Office,
Veer Savarkar Road, Prabhadevi,
Mumbai -400 025
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