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Panoramic Universal Directors Report, Panoramic Uni Reports by Directors
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Panoramic Universal
BSE: 531816|NSE: PANORAMUNI|ISIN: INE194B01029|SECTOR: Computers - Software Medium/Small
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« Mar 10
Directors Report Year End : Mar '11
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
 
Source : Dion Global Solutions Limited
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