The Directors are pleased to present the Twenty First Annual Report of
the Company together with the Audited Accounts for the year ended 31st
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
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.
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.
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,
TRANSFER TO RESERVES
We propose to transfer an amount of Rs. 188.38 lacs to the General
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
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.
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.
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
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
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
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
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).
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
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
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.
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
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.
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
Aman Chambers, 4th floor,
Opp. New Passport Office,
Veer Savarkar Road, Prabhadevi,
Mumbai -400 025